{"annotation_id":"f4ab4ed6-5a03-4e60-93aa-1ce613f7e2b6","file_hash":"616953dd7ba2b3bbbd297fd9b998c474a4f609d5fa5c2ab526eff3005cf229db","schema_id":"open/document-extraction","schema_version":"0.5.0","record":{"extraction_type":"boxes","producer":"pdf-extractor-v0.5.0","blocks":[{"id":"74f61590-5325-4321-adec-d7cd4cd0e6f1","block_type":"box","text":"iShares Trust","page_number":1,"box":{"x":450,"y":69,"width":103,"height":10}},{"id":"451d6ab5-3e58-4b78-93f6-88ad55acbc43","block_type":"box","text":"Supplement dated October 1, 2026","page_number":1,"box":{"x":367,"y":85,"width":269,"height":12}},{"id":"606b0cd8-5452-41dc-b9cd-fbf4eba9ab46","block_type":"box","text":"to the currently effective Summary Prospectus, Prospectus,","page_number":1,"box":{"x":273,"y":100,"width":456,"height":13}},{"id":"75f8b8a0-8abf-4618-a932-b88879c06d3b","block_type":"box","text":"and Statement of Additional Information (the “SAI”) for the","page_number":1,"box":{"x":274,"y":116,"width":455,"height":12}},{"id":"13a29804-d64e-408c-9f8f-fe58a5ca6a77","block_type":"box","text":"iShares","page_number":1,"box":{"x":231,"y":131,"width":54,"height":10}},{"id":"5b4e8cd6-1a67-4945-b100-559c1340032c","block_type":"box","text":"®","page_number":1,"box":{"x":286,"y":131,"width":10,"height":7}},{"id":"fcae3fac-883a-404c-a40e-cae53d6127ed","block_type":"box","text":"iBonds","page_number":1,"box":{"x":296,"y":131,"width":55,"height":10}},{"id":"b6bd61d5-5e81-4d6f-addb-27ec12d316d9","block_type":"box","text":"®","page_number":1,"box":{"x":352,"y":131,"width":10,"height":7}},{"id":"720cb414-3d34-4850-a1ea-65226f17d3ad","block_type":"box","text":"Dec 2026 Term Muni Bond ETF* (IBMO) (the “Fund”)","page_number":1,"box":{"x":362,"y":131,"width":411,"height":13}},{"id":"a8a4c102-1f0a-4769-878c-0322bc3f005a","block_type":"box","text":"*The iShares iBonds Dec 2026 Term Muni Bond ETF may also conduct business as the iBonds Dec","page_number":1,"box":{"x":118,"y":154,"width":739,"height":13}},{"id":"83613d2b-5958-4bf5-aaaf-7daed77a1f0f","block_type":"box","text":"2026 Term Muni Bond ETF.","page_number":1,"box":{"x":116,"y":170,"width":209,"height":10}},{"id":"d96cf94e-2256-45b5-afca-d5e1d25ab733","block_type":"box","text":"On March 12, 2019, in connection with the establishment of the Fund, the Board of Trustees of the Trust","page_number":1,"box":{"x":116,"y":193,"width":764,"height":12}},{"id":"2478fbe2-771f-4f6a-809a-c0f37f6d42c6","block_type":"box","text":"approved the planned liquidation, dissolution and termination of the Fund. As a result, the last day of","page_number":1,"box":{"x":116,"y":209,"width":735,"height":12}},{"id":"bb2b83d1-69e7-40fa-89f1-39146be212a8","block_type":"box","text":"trading in the Fund on Cboe BZX Exchange, Inc. (“Cboe BZX”) will be December 1, 2026. Cboe BZX will","page_number":1,"box":{"x":116,"y":224,"width":751,"height":13}},{"id":"8850dd4f-5e67-4719-9eb6-b3c25706c846","block_type":"box","text":"suspend trading in the Fund before the open of trading on December 2, 2026, and shares of the Fund will","page_number":1,"box":{"x":116,"y":240,"width":767,"height":12}},{"id":"70315ac4-fc3e-424f-9682-37c3222b3e85","block_type":"box","text":"no longer be available for new investments as of this date. Proceeds of the liquidation are currently","page_number":1,"box":{"x":117,"y":255,"width":719,"height":13}},{"id":"351ed600-a9aa-4290-9a6c-8fc90ba396f4","block_type":"box","text":"scheduled to be sent to shareholders on December 4, 2026. The Fund’s final net asset value, as calculated","page_number":1,"box":{"x":116,"y":271,"width":771,"height":11}},{"id":"39a21d09-811a-40f8-9509-ecbbacd5a97c","block_type":"box","text":"on December 1, 2026, will include any costs associated with the liquidation expected to be borne by the","page_number":1,"box":{"x":116,"y":286,"width":757,"height":13}},{"id":"cbca561c-5046-4aac-b27b-3e2561e926b0","block_type":"box","text":"Fund.","page_number":1,"box":{"x":117,"y":302,"width":44,"height":10}},{"id":"abc42aa5-d691-4533-92f7-bc69aca24895","block_type":"box","text":"Because shares of the Fund will not be traded on Cboe BZX during the period between December 2, 2026","page_number":1,"box":{"x":117,"y":325,"width":767,"height":13}},{"id":"7b69f5b1-eca5-4710-ac93-61a66e21920c","block_type":"box","text":"and December 4, 2026, we cannot assure you that there will be a trading market for your shares. Further,","page_number":1,"box":{"x":116,"y":340,"width":767,"height":13}},{"id":"e70ce09f-bb8f-4e99-991a-94d22ab99c2a","block_type":"box","text":"during this period, the Fund will be in the process of closing down and liquidating its portfolio, which may","page_number":1,"box":{"x":116,"y":356,"width":770,"height":13}},{"id":"e495f663-5612-4a5b-8230-c95002e0ec4c","block_type":"box","text":"result in the Fund not being able to track its Underlying Index (by December 2, 2026, the Underlying","page_number":1,"box":{"x":117,"y":371,"width":727,"height":13}},{"id":"b6e4e4fb-281f-4215-96c6-9e7496a3c36f","block_type":"box","text":"Index value will be represented almost entirely by cash as no securities will remain in the Underlying","page_number":1,"box":{"x":117,"y":387,"width":727,"height":13}},{"id":"74706c81-5851-416c-8c61-a4e395882b71","block_type":"box","text":"Index). After December 1, 2026, shareholders that remain invested in the Fund will receive the entire","page_number":1,"box":{"x":117,"y":402,"width":731,"height":13}},{"id":"a247ffd9-74e6-44ef-9023-792ac9a669cc","block_type":"box","text":"amount of their pro rata share of the liquidation proceeds on or about December 4, 2026, subject to their","page_number":1,"box":{"x":116,"y":418,"width":766,"height":13}},{"id":"28ddcccb-61a8-4e0a-807b-8dda37b2e62b","block_type":"box","text":"brokerage firm’s processes.","page_number":1,"box":{"x":117,"y":433,"width":202,"height":13}},{"id":"61f4a7ce-63c0-4eb1-9cea-aff79f20b3c9","block_type":"box","text":"Shareholders may sell their holdings of the Fund prior to December 2, 2026 and may incur the usual and","page_number":1,"box":{"x":116,"y":457,"width":761,"height":12}},{"id":"f5ca8bba-a3da-4def-b3c9-99268c2daac4","block_type":"box","text":"customary brokerage commissions associated with the sale of Fund shares. If you still hold shares of the","page_number":1,"box":{"x":116,"y":472,"width":761,"height":13}},{"id":"d733be2c-71a2-4325-a863-41af497a9a5d","block_type":"box","text":"Fund on December 4, 2026, the Fund will automatically redeem your shares for cash based on the net","page_number":1,"box":{"x":117,"y":488,"width":742,"height":12}},{"id":"7d6bd351-8a6e-46c4-889b-1ee5ca4acb29","block_type":"box","text":"asset value as of the close of business on December 1, 2026, which will include any dividends or","page_number":1,"box":{"x":116,"y":503,"width":701,"height":13}},{"id":"536ae505-de49-4773-b050-02a218ed83c5","block_type":"box","text":"distributions calculated as of that date.","page_number":1,"box":{"x":116,"y":519,"width":286,"height":10}},{"id":"db9dc030-6a31-4e99-b3b8-cb6d56045744","block_type":"box","text":"If you are subject to federal income tax, the liquidation of the Fund will result in one or more taxable","page_number":1,"box":{"x":117,"y":542,"width":727,"height":13}},{"id":"9e217f3b-4779-4de0-9e1f-62b99bdc8be5","block_type":"box","text":"events for you. A sale or exchange of Fund shares prior to the liquidation will generally give rise to a","page_number":1,"box":{"x":116,"y":557,"width":726,"height":13}},{"id":"47ef648f-2f19-4693-9fe7-2198ea11fb77","block_type":"box","text":"capital gain or loss to you for federal income tax purposes. In connection with the liquidation, the Fund","page_number":1,"box":{"x":116,"y":573,"width":750,"height":13}},{"id":"4db7a8ad-4c8f-4c42-9993-7a142c033f39","block_type":"box","text":"may declare tax exempt or taxable distributions of its investment income and/or taxable distributions of","page_number":1,"box":{"x":117,"y":589,"width":758,"height":12}},{"id":"73914289-d083-4976-b691-18886297bd75","block_type":"box","text":"its net capital gain. Any liquidation proceeds paid to you","page_number":1,"box":{"x":117,"y":604,"width":410,"height":13}},{"id":"29e1fe17-cd92-4a58-99fd-4049d4b77800","block_type":"box","text":"should generally be treated as received by you in","page_number":1,"box":{"x":528,"y":604,"width":356,"height":13}},{"id":"0ab40608-40fe-4975-96d5-cd0d15b2ad5b","block_type":"box","text":"exchange for your shares and will therefore generally give rise to a capital gain or loss depending on your","page_number":1,"box":{"x":116,"y":620,"width":766,"height":12}},{"id":"8484f094-406f-4c5b-8ad5-494b55c7cffb","block_type":"box","text":"tax basis. Please refer to the “Taxes” disclosure beginning on page 73 of the SAI and consult your own","page_number":1,"box":{"x":116,"y":635,"width":746,"height":13}},{"id":"35d1b2f4-62e7-426d-9845-a83ece2885ff","block_type":"box","text":"tax advisor about the potential tax consequences of the Fund’s liquidation, including any state, local,","page_number":1,"box":{"x":116,"y":651,"width":732,"height":12}},{"id":"4b01f429-8015-467b-ba7e-046e0800e497","block_type":"box","text":"foreign or other tax consequences.","page_number":1,"box":{"x":116,"y":666,"width":252,"height":13}},{"id":"94fe7b50-474e-4fb4-bf97-e286fe46f52e","block_type":"box","text":"If you have any questions, please call 1-800-iShares (1-800-474-2737).","page_number":1,"box":{"x":117,"y":689,"width":516,"height":13}},{"id":"56623e76-08fc-43bf-8250-4fef7b3f677d","block_type":"box","text":"iShares","page_number":1,"box":{"x":117,"y":869,"width":40,"height":8}},{"id":"82b2fcf6-05f8-4506-87f6-70cf6af0f331","block_type":"box","text":"®","page_number":1,"box":{"x":158,"y":869,"width":8,"height":5}},{"id":"7dfff830-0c58-4d11-8e91-7a6a39531614","block_type":"box","text":"is a registered trademark of BlackRock Fund Advisors or its affiliates.","page_number":1,"box":{"x":170,"y":869,"width":396,"height":10}},{"id":"e5b8531d-7dde-4393-9c80-47e18fdf8316","block_type":"box","text":"IS-A-IBMO-1026","page_number":1,"box":{"x":786,"y":887,"width":97,"height":8}},{"id":"f6ddc167-4227-4760-8962-595a7212602a","block_type":"box","text":"PLEASE RETAIN THIS SUPPLEMENT","page_number":1,"box":{"x":368,"y":911,"width":265,"height":9}},{"id":"6b75921a-25ee-48b4-9251-ce0f97cc0a8e","block_type":"box","text":"FOR FUTURE REFERENCE","page_number":1,"box":{"x":407,"y":926,"width":186,"height":10}},{"id":"91eba523-c971-461c-b669-5a93fdcc6aa9","block_type":"box","text":"iShares, Inc., iShares Trust, and iShares U.S. ETF Trust","page_number":2,"box":{"x":298,"y":69,"width":408,"height":12}},{"id":"bd860b59-6010-4ef7-8eb5-33278638426b","block_type":"box","text":"Supplement dated September 11, 2026","page_number":2,"box":{"x":352,"y":85,"width":300,"height":12}},{"id":"f6da00a1-c67c-4953-a143-99f03adc4101","block_type":"box","text":"to the currently effective Statement of Additional Information (the “SAI”) for each series of","page_number":2,"box":{"x":153,"y":100,"width":696,"height":13}},{"id":"30dd2482-3013-4397-a72f-f482f8247288","block_type":"box","text":"iShares, Inc., iShares Trust, and iShares U.S. ETF Trust (each, a “Fund”)","page_number":2,"box":{"x":234,"y":116,"width":536,"height":12}},{"id":"29f045c3-a484-418c-8845-c66c8ad2119a","block_type":"box","text":"Effectively immediately, the fifth paragraph of the “Payments by BFA and its Affiliates” subsection of","page_number":2,"box":{"x":117,"y":139,"width":767,"height":13}},{"id":"1d43f739-51ac-4604-b034-b7a01d60c094","block_type":"box","text":"the section entitled “Investment Advisory, Administrative and Distribution Services” of the SAI for","page_number":2,"box":{"x":116,"y":154,"width":748,"height":13}},{"id":"dcb3e976-7193-4853-a123-78cf9402008f","block_type":"box","text":"each series is deleted in its entirety and replaced with the following:","page_number":2,"box":{"x":116,"y":170,"width":519,"height":13}},{"id":"7177788c-0f11-4395-8a85-001d5c1799e7","block_type":"box","text":"In addition, BFA Entities have entered into other contractual arrangements with Intermediaries and","page_number":2,"box":{"x":117,"y":193,"width":719,"height":13}},{"id":"3e7a005e-69ae-42c3-9d72-3b7c34aa19fc","block_type":"box","text":"certain other third parties that the BFA Entities believe may benefit the business of the BFA Entities or","page_number":2,"box":{"x":116,"y":209,"width":737,"height":12}},{"id":"56701178-f3ee-4101-83c5-6a1e6fe7dab8","block_type":"box","text":"facilitate investment in the Fund or certain Products. Such agreements can include payments by BFA","page_number":2,"box":{"x":116,"y":224,"width":734,"height":13}},{"id":"00365dc4-65d4-466f-8b8b-7aafc815f4cd","block_type":"box","text":"Entities to such Intermediaries and third parties for data collection and provision, technology support,","page_number":2,"box":{"x":117,"y":240,"width":739,"height":12}},{"id":"73eb57bb-4bd2-4245-a1c4-a3d8d91ea053","block_type":"box","text":"platform enhancement, or educational content, co-marketing and cross-promotional efforts. In certain","page_number":2,"box":{"x":116,"y":255,"width":749,"height":13}},{"id":"7b68c41f-9292-484c-9da3-80b698241765","block_type":"box","text":"cases, such payments to Intermediaries are subject to certain minimum payment levels or tiered","page_number":2,"box":{"x":116,"y":271,"width":701,"height":12}},{"id":"7c67312f-ecc4-4ba8-8b65-14dfc30bd361","block_type":"box","text":"payments. With respect to certain funds and Products, payments by the BFA Entities may take the form","page_number":2,"box":{"x":116,"y":286,"width":754,"height":13}},{"id":"793fe6ff-9898-4343-8951-8120a96747c1","block_type":"box","text":"of, among other things, “due diligence” payments for an Intermediary’s review of such funds and","page_number":2,"box":{"x":116,"y":302,"width":708,"height":12}},{"id":"df657b81-c1a2-4699-84ba-5d0a6232835c","block_type":"box","text":"Products; payment for providing employee training and information relating to such funds and Products;","page_number":2,"box":{"x":117,"y":317,"width":763,"height":13}},{"id":"57e66011-bfbb-4503-8e00-f1db4dbe569c","block_type":"box","text":"fees for access (in some cases on a preferential basis) to an Intermediary’s registered representatives,","page_number":2,"box":{"x":116,"y":333,"width":739,"height":12}},{"id":"46b17af5-83db-4c49-b53e-e52c06b54bc4","block_type":"box","text":"salespersons or other personnel, fees for maintaining an Intermediary’s investor platform, “shelf space”","page_number":2,"box":{"x":116,"y":348,"width":753,"height":13}},{"id":"0d8b61b4-25d2-44c4-b5ba-460f6b05ba65","block_type":"box","text":"payments for making such funds and Products available on the Intermediary’s platform or fees for","page_number":2,"box":{"x":116,"y":364,"width":716,"height":12}},{"id":"0860a13b-642c-45de-bea1-717b23aa1e9b","block_type":"box","text":"providing assistance in promoting the sale of such funds and Products. In such cases, the payments to","page_number":2,"box":{"x":116,"y":379,"width":747,"height":13}},{"id":"b14d2427-e8bc-4f14-b4b4-f0958bc311b5","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":2,"box":{"x":117,"y":395,"width":738,"height":12}},{"id":"aa4d477e-47f0-4ccd-881d-fabea24c795a","block_type":"box","text":"customers of the applicable Intermediary and may also be subject to minimum payment levels. Payments","page_number":2,"box":{"x":116,"y":410,"width":769,"height":13}},{"id":"5862a980-0828-4e59-9e87-50f94734409d","block_type":"box","text":"made pursuant to such arrangements may vary in any year and may be different for different","page_number":2,"box":{"x":117,"y":426,"width":677,"height":12}},{"id":"d6d712b2-83f4-4288-b45a-3c66ae796cc3","block_type":"box","text":"Intermediaries and third parties and may reflect different services provided. As of the date of this SAI, the","page_number":2,"box":{"x":117,"y":441,"width":764,"height":13}},{"id":"42ec9f16-fcb1-45a4-9d30-1736017f6e29","block_type":"box","text":"Intermediaries and other third parties (or their respective affiliates) receiving one or more types of the","page_number":2,"box":{"x":117,"y":457,"width":740,"height":12}},{"id":"e05331b7-10ac-4021-b8c5-defc1b66bc55","block_type":"box","text":"contractual payments described above include (in addition to FBS and NFS): &Partners, Advisor Credit","page_number":2,"box":{"x":116,"y":472,"width":743,"height":13}},{"id":"9f370a7f-f45c-4409-99e8-dabf838ced79","block_type":"box","text":"Exchange, AE Wealth Management, LLC, American Enterprise Investment Services, Inc., Avantax","page_number":2,"box":{"x":117,"y":488,"width":702,"height":12}},{"id":"b5e78f0b-0d68-42d3-a8e6-d2434b5f3e3a","block_type":"box","text":"Investment Services, Inc., BNY Mellon Capital Markets, LLC, BNY Mellon Performance & Risk Analytics,","page_number":2,"box":{"x":117,"y":503,"width":744,"height":13}},{"id":"57eaa483-b9f4-41de-9a96-410b210ff86e","block_type":"box","text":"LLC, Cetera Financial Group, Inc., Charles Schwab & Co., Inc., Clearstream Fund Centre AG,","page_number":2,"box":{"x":117,"y":519,"width":660,"height":12}},{"id":"a28871c7-d57b-4a8c-a9c5-4933a6047829","block_type":"box","text":"Commonwealth Equity Services, LLC, Dorsey Wright and Associates, LLC, Dynasty Financial Partners LLC,","page_number":2,"box":{"x":116,"y":534,"width":769,"height":13}},{"id":"60c2ab0a-a34e-44e8-ab78-c21e3af6fc44","block_type":"box","text":"E*Trade Securities LLC, Envestnet Asset Management, Inc., Equitable Advisors, LLC, iCapital Markets LLC,","page_number":2,"box":{"x":117,"y":550,"width":767,"height":12}},{"id":"94fcec2c-cffb-42d4-93c0-6c0f9776131b","block_type":"box","text":"Interactive Brokers LLC, LPL Financial LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MML","page_number":2,"box":{"x":117,"y":565,"width":726,"height":13}},{"id":"b36b6285-28a4-4cbd-9605-4ed7a4076767","block_type":"box","text":"Investors Services, LLC, Morgan Stanley Smith Barney LLC, Northwestern Mutual Investment Services,","page_number":2,"box":{"x":117,"y":581,"width":742,"height":12}},{"id":"2ad6f233-e50b-46e2-ae06-c44cb5d59c0b","block_type":"box","text":"LLC, Orion Portfolio Solutions, LLC, Pershing LLC, Raymond James Financial Services, Inc., Riskalyze, Inc.,","page_number":2,"box":{"x":117,"y":596,"width":760,"height":13}},{"id":"bc573318-96ef-4659-8c5d-b07036a6fe0d","block_type":"box","text":"Rockefeller Financial LLC, Sanctuary Wealth Group, LLC, UBS Financial Services Inc., Wells Fargo Clearing","page_number":2,"box":{"x":117,"y":612,"width":763,"height":12}},{"id":"9ac3d08c-d302-4601-8596-d659caaa0a36","block_type":"box","text":"Services, LLC and Wells Fargo Advisors Financial Network, LLC. Any additions, modifications, or deletions","page_number":2,"box":{"x":116,"y":627,"width":767,"height":13}},{"id":"0a2e5788-275a-47f4-9daf-b3b2a154c9b8","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":2,"box":{"x":116,"y":643,"width":766,"height":12}},{"id":"aee2bec2-9d65-4513-89d7-8ce3e68f96ef","block_type":"box","text":"included in the list.","page_number":2,"box":{"x":117,"y":658,"width":139,"height":10}},{"id":"61093eaf-4965-49c3-b42e-a8469e47a403","block_type":"box","text":"If you have any questions, please call 1-800-iShares 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The “Annual Rate” stated for each Fund in the investment advisory fee table included in the","page_number":4,"box":{"x":150,"y":131,"width":700,"height":13}},{"id":"52a0ec24-f205-4fbb-a761-24221cc1e761","block_type":"box","text":"subsection “Investment Adviser” under the “Investment Advisory, Administrative and","page_number":4,"box":{"x":184,"y":147,"width":623,"height":12}},{"id":"76a83bfa-ece5-4894-8dab-f2c9d91f0208","block_type":"box","text":"Distribution Services” section of the SAI is deleted and replaced with 0.10%.","page_number":4,"box":{"x":184,"y":162,"width":555,"height":13}},{"id":"deb55d99-95c4-4288-a0ac-4de5bc224025","block_type":"box","text":"If you have any questions, please call 1-800-iShares 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The discussion below supplements, and should be read in","page_number":10,"box":{"x":264,"y":615,"width":651,"height":12}},{"id":"cdfb3543-4133-4bbf-99cd-63ce281c5875","block_type":"box","text":"conjunction with, that section of the applicable Prospectus.","page_number":10,"box":{"x":89,"y":630,"width":415,"height":12}},{"id":"669f6061-437f-46ef-8294-13be6ca036ab","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":10,"box":{"x":88,"y":656,"width":844,"height":13}},{"id":"91e846ee-2c20-4685-b7ea-a8ef0d569ed7","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":10,"box":{"x":89,"y":671,"width":806,"height":13}},{"id":"953acc05-9f93-4d28-97fc-8589d3bf5d48","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":10,"box":{"x":89,"y":686,"width":847,"height":13}},{"id":"62cd3144-e04d-4dd2-a1ef-90050f141669","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":10,"box":{"x":89,"y":702,"width":875,"height":12}},{"id":"aed35194-5054-47b3-8e39-61848446edd4","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":10,"box":{"x":89,"y":717,"width":878,"height":12}},{"id":"01cfc96a-1f60-4c7a-b961-05b9b1593d5f","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":10,"box":{"x":89,"y":732,"width":803,"height":12}},{"id":"2365d645-3b6c-4de7-8b68-bac3853c7540","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":10,"box":{"x":89,"y":747,"width":857,"height":12}},{"id":"8112dacf-dd73-47f2-9ed0-e992252e5f6d","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":10,"box":{"x":89,"y":762,"width":847,"height":12}},{"id":"d3061847-e1ee-4e7a-8ebb-05b262ab6658","block_type":"box","text":"inadvisable. The Listing Exchange will also remove shares of a Fund from listing and trading upon termination of such Fund.","page_number":10,"box":{"x":89,"y":777,"width":867,"height":12}},{"id":"b5ebf951-1fc1-4da9-aafa-5881dd1b766d","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":10,"box":{"x":88,"y":804,"width":852,"height":12}},{"id":"8305e2b9-d32d-40c8-b430-4a998c5e192b","block_type":"box","text":"brokerage commission determined by that broker, as well as other charges.","page_number":10,"box":{"x":89,"y":819,"width":524,"height":12}},{"id":"7bae0a0e-1850-4279-a8d0-b7765c2997af","block_type":"box","text":"1","page_number":10,"box":{"x":526,"y":894,"width":3,"height":9}},{"id":"be43fb27-5b78-4497-86d2-cf9131c20bec","block_type":"box","text":"The Trust reserves the right to adjust the share price of a Fund in the future to maintain convenient trading ranges for","page_number":11,"box":{"x":88,"y":44,"width":823,"height":12}},{"id":"7aa5536d-d0b4-4517-a60c-6e5282aa7a48","block_type":"box","text":"investors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect","page_number":11,"box":{"x":89,"y":59,"width":859,"height":12}},{"id":"39326598-2b86-4856-8935-26c26cbd32f3","block_type":"box","text":"on the net assets of a Fund or an investor’s equity interest in a Fund.","page_number":11,"box":{"x":89,"y":74,"width":477,"height":12}},{"id":"60495222-5fd2-4dee-ba39-bbc71f70bc3c","block_type":"box","text":"Investment Strategies and Risks","page_number":11,"box":{"x":91,"y":105,"width":531,"height":29}},{"id":"ed68dbdd-2c67-43a4-a8d9-6e63e6887e17","block_type":"box","text":"Each Fund seeks to achieve its objective by investing primarily in both fixed-income securities issued by issuers that compose","page_number":11,"box":{"x":89,"y":146,"width":876,"height":12}},{"id":"9a9c77ef-13bf-454a-8f9d-d42516d4c083","block_type":"box","text":"the Underlying Index and in investments that provide substantially similar exposure to securities in the Underlying Index.","page_number":11,"box":{"x":88,"y":161,"width":844,"height":12}},{"id":"859f0b80-e89b-4cec-9d22-a83f7efc20cc","block_type":"box","text":"Each Fund operates as an index fund and is not actively managed. Adverse performance of a security in a Fund’s portfolio","page_number":11,"box":{"x":89,"y":176,"width":851,"height":13}},{"id":"53360453-4375-4271-8690-f5d218163204","block_type":"box","text":"will ordinarily not result in the elimination of the security from the Fund’s portfolio.","page_number":11,"box":{"x":88,"y":191,"width":579,"height":13}},{"id":"3bfe05d4-ab38-4c7a-a052-f2cc0addb89f","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":11,"box":{"x":89,"y":218,"width":812,"height":12}},{"id":"90da27bb-9cc8-414c-9a16-1cd4df52f206","block_type":"box","text":"collective investment profile similar to that of the Fund’s Underlying Index. Securities selected have aggregate investment","page_number":11,"box":{"x":89,"y":233,"width":848,"height":12}},{"id":"dd5281d1-e8e9-4f20-a767-a41549ff9b84","block_type":"box","text":"characteristics (based on market value and industry weightings), fundamental characteristics (such as yield, credit rating,","page_number":11,"box":{"x":89,"y":248,"width":849,"height":12}},{"id":"afa9af99-6119-4ce7-a4ad-ca43391c3478","block_type":"box","text":"maturity and duration) and liquidity measures similar to those of the Fund’s Underlying Index. A fund that uses","page_number":11,"box":{"x":89,"y":263,"width":777,"height":12}},{"id":"c25e1c95-0049-4d7d-a554-ee2e31f5705d","block_type":"box","text":"representative sampling generally does not hold all of the securities that are in its underlying index.","page_number":11,"box":{"x":89,"y":278,"width":692,"height":13}},{"id":"ec25288a-7891-48bd-8cce-6f0d77c5d5c6","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":11,"box":{"x":88,"y":305,"width":851,"height":12}},{"id":"9a57432d-4333-4a96-be33-caae4de5fac2","block_type":"box","text":"described below.","page_number":11,"box":{"x":89,"y":320,"width":116,"height":10}},{"id":"9f0cd91a-2f31-49e7-a659-7090aac97b92","block_type":"box","text":"Each Fund will invest at least 80% of its assets in the component securities of its Underlying Index, and each Fund will invest","page_number":11,"box":{"x":89,"y":346,"width":870,"height":13}},{"id":"a14c0e22-149e-4b1a-8c3e-650255b839cc","block_type":"box","text":"at least 90% of its assets in fixed income securities of the types included in its Underlying Index that BFA believes will help","page_number":11,"box":{"x":89,"y":361,"width":852,"height":13}},{"id":"72e3030e-e57a-480d-8504-f72116f8c377","block_type":"box","text":"each Fund track its Underlying Index, in each case except during the last months of each Fund’s operations, as described","page_number":11,"box":{"x":89,"y":376,"width":845,"height":13}},{"id":"7ec17b2a-5419-4c20-8819-cc866deca2b0","block_type":"box","text":"below. Each Fund will invest no more than 10% of its assets in futures, options and swaps contracts that BFA believes will","page_number":11,"box":{"x":89,"y":392,"width":848,"height":12}},{"id":"b1bcea1c-a651-49dc-9fdc-52f347776555","block_type":"box","text":"help each Fund track its Underlying Index as well as in fixed income securities other than the types included in its Underlying","page_number":11,"box":{"x":89,"y":407,"width":871,"height":12}},{"id":"5aac9d89-ff82-401a-b49e-0b794fc14e47","block_type":"box","text":"Index, but which BFA believes will help each Fund track its Underlying Index. Cash and cash equivalent investments","page_number":11,"box":{"x":89,"y":422,"width":806,"height":12}},{"id":"3f2e403f-6940-44b7-b8d2-6e50cce4dff7","block_type":"box","text":"associated with a derivative position will be treated as part of that position for the purposes of calculating the percentage of","page_number":11,"box":{"x":89,"y":437,"width":868,"height":12}},{"id":"6b012406-bace-4c62-9594-c8e0200a1bd4","block_type":"box","text":"investments included in the Underlying Index. Each Fund seeks to track the investment results of its Underlying Index before","page_number":11,"box":{"x":89,"y":452,"width":868,"height":12}},{"id":"d0bba079-59cc-4249-b06d-4a1fe9a529af","block_type":"box","text":"fees and expenses of the Fund. Additionally, under normal circumstances, each Fund will invest at least 80% of the value of","page_number":11,"box":{"x":88,"y":467,"width":865,"height":13}},{"id":"0a2bb5f4-8986-4fd3-9f50-e57823989938","block_type":"box","text":"its net assets, plus the amount of any borrowings for investment purposes, in investments the income of which is free from","page_number":11,"box":{"x":89,"y":482,"width":861,"height":13}},{"id":"0cb82954-56db-447b-8d4c-ef2fc373adc6","block_type":"box","text":"federal income tax, including the federal alternative minimum tax (“AMT”). This policy is a fundamental policy of each Fund","page_number":11,"box":{"x":88,"y":497,"width":866,"height":13}},{"id":"13f0eee8-a2f9-44df-b164-b7b6c3531216","block_type":"box","text":"and may not be changed without a vote of a majority of such Fund’s outstanding voting securities, as defined in the 1940","page_number":11,"box":{"x":89,"y":513,"width":850,"height":12}},{"id":"cafd248b-1664-4634-8d1d-4f64e9b8a9c1","block_type":"box","text":"Act.","page_number":11,"box":{"x":88,"y":528,"width":27,"height":9}},{"id":"50330d4e-54bc-449b-bcb5-7e62e2cc2b3e","block_type":"box","text":"In addition, the Funds may invest any cash assets in one or more affiliated money market funds. In the last months of a","page_number":11,"box":{"x":89,"y":554,"width":832,"height":12}},{"id":"0865e4d2-f9d7-4bc3-9edc-bcd8a21da1b6","block_type":"box","text":"Fund’s operation, as the bonds held by the Fund mature, the proceeds will not be reinvested in bonds, but instead will be held","page_number":11,"box":{"x":89,"y":569,"width":878,"height":13}},{"id":"b1355b84-101f-4452-8f90-93ef19e9fae4","block_type":"box","text":"in cash and cash equivalents, including without limitation, shares of money market funds advised by BFA or its affiliates,","page_number":11,"box":{"x":89,"y":584,"width":839,"height":13}},{"id":"3be7b90e-a4fb-4ce0-9f4f-dfd7769f0c9e","block_type":"box","text":"AMT-free tax-exempt municipal notes (tax anticipation notes, revenue anticipation notes, tax and revenue anticipation notes,","page_number":11,"box":{"x":88,"y":599,"width":879,"height":13}},{"id":"df7e2d4a-c11f-47a6-8cf1-0d409923efd8","block_type":"box","text":"grant anticipation notes and bond anticipation notes); variable rate demand notes and obligations; tender option bonds; and","page_number":11,"box":{"x":89,"y":615,"width":871,"height":12}},{"id":"d12a03c6-42ac-4c37-9771-4ff022d5c26b","block_type":"box","text":"municipal commercial paper, which will facilitate liquidation at the Funds’ termination dates. These cash equivalents may not","page_number":11,"box":{"x":89,"y":630,"width":876,"height":12}},{"id":"713a8cf2-868a-495c-b5b5-bcde280f9a4f","block_type":"box","text":"be included in the Underlying Index.","page_number":11,"box":{"x":89,"y":645,"width":251,"height":12}},{"id":"3ec05ec7-d3b8-4496-8b31-0c5f19dc89e6","block_type":"box","text":"On or about December 1, 2026, the iShares iBonds Dec 2026 Term Muni Bond ETF will wind up and terminate. Upon its","page_number":11,"box":{"x":89,"y":671,"width":835,"height":13}},{"id":"2512b467-2af6-4346-a5a3-3796d7efce0e","block_type":"box","text":"termination, the Fund will distribute substantially all of its net assets, after making appropriate provision for any liabilities of","page_number":11,"box":{"x":88,"y":686,"width":866,"height":13}},{"id":"ddfb8915-eb20-4d80-bb1a-bec9f5743cc7","block_type":"box","text":"the Fund, to then-current shareholders.","page_number":11,"box":{"x":88,"y":702,"width":276,"height":11}},{"id":"d50f2984-cee9-4c54-b25f-2062cdbd5dc5","block_type":"box","text":"On or about December 1, 2027, the iShares iBonds Dec 2027 Term Muni Bond ETF will wind up and terminate. Upon its","page_number":11,"box":{"x":89,"y":728,"width":832,"height":12}},{"id":"b30bb19b-60d5-4adc-aef1-afca620fd023","block_type":"box","text":"termination, the Fund will distribute substantially all of its net assets, after making appropriate provision for any liabilities of","page_number":11,"box":{"x":88,"y":743,"width":866,"height":12}},{"id":"3e479b9a-105a-4cb4-a2ac-33a44af06088","block_type":"box","text":"the Fund, to then-current shareholders.","page_number":11,"box":{"x":88,"y":758,"width":276,"height":12}},{"id":"084fbd10-c1fc-4565-8006-88b3149e454c","block_type":"box","text":"On or about December 1, 2028, the iShares iBonds Dec 2028 Term Muni Bond ETF will wind up and terminate. Upon its","page_number":11,"box":{"x":89,"y":785,"width":835,"height":12}},{"id":"203098f8-2d5b-4e6a-86ba-7b5ab1e35726","block_type":"box","text":"termination, the Fund will distribute substantially all of its net assets, after making appropriate provision for any liabilities of","page_number":11,"box":{"x":88,"y":800,"width":866,"height":12}},{"id":"a54b4868-9d04-42b6-baff-516ac592b24b","block_type":"box","text":"the Fund, to then-current shareholders.","page_number":11,"box":{"x":88,"y":815,"width":276,"height":11}},{"id":"4a3dd307-b1af-4520-bd0c-1248cd049409","block_type":"box","text":"2","page_number":11,"box":{"x":525,"y":894,"width":7,"height":9}},{"id":"df479ba4-de45-48d1-a6a0-4eec6aa0252d","block_type":"box","text":"On or about December 1, 2029, the iShares iBonds Dec 2029 Term Muni Bond ETF will wind up and terminate. Upon its","page_number":12,"box":{"x":89,"y":44,"width":835,"height":12}},{"id":"44f6fd45-35f5-4185-b614-5c86a7146816","block_type":"box","text":"termination, the Fund will distribute substantially all of its net assets, after making appropriate provision for any liabilities of","page_number":12,"box":{"x":88,"y":59,"width":866,"height":12}},{"id":"683f56a7-e156-4152-9554-73b9d1cf6715","block_type":"box","text":"the Fund, to then-current shareholders.","page_number":12,"box":{"x":88,"y":74,"width":276,"height":11}},{"id":"b7c57833-9514-438d-a006-2c3c8cd43b76","block_type":"box","text":"On or about December 1, 2030, the iShares iBonds Dec 2030 Term Muni Bond ETF will wind up and terminate. Upon its","page_number":12,"box":{"x":89,"y":101,"width":834,"height":12}},{"id":"bf2da26d-dd9f-4b1c-8b03-72d9b8a11604","block_type":"box","text":"termination, the Fund will distribute substantially all of its net assets, after making appropriate provision for any liabilities of","page_number":12,"box":{"x":88,"y":116,"width":866,"height":12}},{"id":"f64a2ca9-0c21-4389-bbaf-0c43ded72c33","block_type":"box","text":"the Fund, to then-current shareholders.","page_number":12,"box":{"x":88,"y":131,"width":276,"height":11}},{"id":"bc492ca8-2d83-423b-90fa-814c2b473e8c","block_type":"box","text":"On or about December 1, 2031, the iShares iBonds Dec 2031 Term Muni Bond ETF will wind up and terminate. Upon its","page_number":12,"box":{"x":89,"y":157,"width":832,"height":13}},{"id":"0be9a4f2-5362-4ba9-a81b-4aec0bd0ff99","block_type":"box","text":"termination, the Fund will distribute substantially all of its net assets, after making appropriate provision for any liabilities of","page_number":12,"box":{"x":88,"y":172,"width":866,"height":13}},{"id":"ef97871a-7e34-451d-938d-a9b01ef2e252","block_type":"box","text":"the Fund, to then-current shareholders.","page_number":12,"box":{"x":88,"y":188,"width":276,"height":11}},{"id":"99cbe47f-a60e-4d44-83e0-09f246534468","block_type":"box","text":"Bonds.","page_number":12,"box":{"x":89,"y":214,"width":47,"height":10}},{"id":"fc4f380b-bff6-4d3d-86df-7789fbb7c74d","block_type":"box","text":"A bond is an interest-bearing security issued by a U.S. or non-U.S. company or governmental unit. The issuer of a","page_number":12,"box":{"x":145,"y":214,"width":791,"height":12}},{"id":"11bb17c6-9f24-4d3e-8504-a309b49c4251","block_type":"box","text":"bond has a contractual obligation to pay interest at a stated rate on specific dates and to repay principal (the bond’s face","page_number":12,"box":{"x":89,"y":229,"width":844,"height":12}},{"id":"8a9fd18e-57f6-4568-b837-60491cab5cf5","block_type":"box","text":"value) periodically or on a specified maturity date. Bonds generally are used by issuers to borrow money from investors.","page_number":12,"box":{"x":88,"y":244,"width":837,"height":13}},{"id":"43f4b7fd-10bb-43c3-955e-c01dea011713","block_type":"box","text":"An issuer may have the right to redeem or “call” a bond before maturity, in which case a fund may have to reinvest the","page_number":12,"box":{"x":88,"y":271,"width":827,"height":12}},{"id":"59fcf160-a9f6-466c-9a84-73c08a1557ed","block_type":"box","text":"proceeds at lower market rates. Similarly, a fund may have to reinvest interest income or payments received when bonds","page_number":12,"box":{"x":89,"y":286,"width":841,"height":12}},{"id":"bac090a2-e6a5-45c0-ac5b-3812a9cfe95f","block_type":"box","text":"mature, sometimes at lower market rates. Most bonds bear interest income at a “coupon” rate that is fixed for the life of the","page_number":12,"box":{"x":89,"y":301,"width":865,"height":12}},{"id":"d9373aaf-a884-44b8-823e-b7f817327e6e","block_type":"box","text":"bond. The value of a fixed-rate bond usually rises when market interest rates fall, and falls when market interest rates rise.","page_number":12,"box":{"x":89,"y":316,"width":851,"height":12}},{"id":"77319933-ab8c-4072-bfa4-5853dd4ca7ec","block_type":"box","text":"Accordingly, a fixed-rate bond’s yield (income as a percent of the bond’s current value) may differ from its coupon rate as its","page_number":12,"box":{"x":88,"y":331,"width":871,"height":12}},{"id":"4dc869e2-2317-4ed1-bbb9-d8245394fb56","block_type":"box","text":"value rises or falls. When an investor purchases a fixed-rate bond at a price that is greater than its face value, the investor is","page_number":12,"box":{"x":88,"y":346,"width":861,"height":13}},{"id":"0f216064-d523-4310-a94a-8989a4541731","block_type":"box","text":"purchasing the bond at a premium. Conversely, when an investor purchases a fixed-rate bond at a price that is less than its","page_number":12,"box":{"x":89,"y":361,"width":858,"height":13}},{"id":"4acd2ce0-9f09-4eeb-911b-4ab8f60ba457","block_type":"box","text":"face value, the investor is purchasing the bond at a discount. Fixed-rate bonds that are purchased at a discount pay less","page_number":12,"box":{"x":88,"y":376,"width":837,"height":13}},{"id":"a6f368f2-652c-4b43-99c4-26e1fc0fc097","block_type":"box","text":"current income than securities with comparable yields that are purchased at face value, with the result that prices for such","page_number":12,"box":{"x":89,"y":392,"width":856,"height":12}},{"id":"94b05cc5-34fe-4b7f-8f31-c95f43d59bb5","block_type":"box","text":"fixed-rate securities can be more volatile than prices for such securities that are purchased at face value. Other types of","page_number":12,"box":{"x":88,"y":407,"width":835,"height":12}},{"id":"4d177915-b2b8-44ef-ad8c-50a6de1e8254","block_type":"box","text":"bonds bear interest at an interest rate that is adjusted periodically. Interest rates on “floating rate” or “variable rate” bonds","page_number":12,"box":{"x":89,"y":422,"width":852,"height":12}},{"id":"e02e4980-5c8e-4f8c-bbc0-ca1e65018072","block_type":"box","text":"may be higher or lower than current market rates for fixed-rate bonds of comparable quality with similar final maturities.","page_number":12,"box":{"x":89,"y":437,"width":843,"height":12}},{"id":"0254b7b5-72db-4fc1-8603-ea67488fe2af","block_type":"box","text":"Because of their adjustable interest rates, the value of “floating rate” or “variable rate” bonds fluctuates much less in","page_number":12,"box":{"x":89,"y":452,"width":812,"height":12}},{"id":"cfc4ade8-759e-4fd7-9e0c-b757df1a2ace","block_type":"box","text":"response to market interest rate movements than the value of fixed-rate bonds, but their value may decline if their interest","page_number":12,"box":{"x":89,"y":467,"width":855,"height":13}},{"id":"ef1631e4-d9e0-4246-801e-88e116f9a0d5","block_type":"box","text":"rates do not rise as much, or as quickly, as interest rates in general. A Fund may treat some of these bonds as having a","page_number":12,"box":{"x":89,"y":482,"width":826,"height":13}},{"id":"5f14d9c6-bce3-4486-b139-fa620d259554","block_type":"box","text":"shorter maturity for purposes of calculating the weighted average maturity of its investment portfolio. Generally, prices of","page_number":12,"box":{"x":89,"y":497,"width":850,"height":13}},{"id":"91f5e528-7dc0-4ed3-86b4-5507df04017b","block_type":"box","text":"higher quality issues tend to fluctuate less with changes in market interest rates than prices of lower quality issues and prices","page_number":12,"box":{"x":89,"y":513,"width":876,"height":12}},{"id":"20a69f4e-9924-4cdd-8ac0-ccc281db897b","block_type":"box","text":"of longer maturity issues tend to fluctuate more than prices of shorter maturity issues. Bonds may be senior or subordinated","page_number":12,"box":{"x":89,"y":528,"width":871,"height":12}},{"id":"a25d8856-156e-468f-9a62-30ccd94d0bcd","block_type":"box","text":"obligations. Senior obligations generally have the first claim on an issuer’s earnings and assets and, in the event of","page_number":12,"box":{"x":89,"y":543,"width":799,"height":12}},{"id":"97aae6eb-6da0-43b8-8e59-3bd36f51e88c","block_type":"box","text":"liquidation, are paid before subordinated obligations. Bonds may be unsecured (backed only by the issuer’s general","page_number":12,"box":{"x":89,"y":558,"width":803,"height":12}},{"id":"be8ead2d-bdce-4bb1-b71b-684ab643c30b","block_type":"box","text":"creditworthiness) or secured (backed by specified collateral).","page_number":12,"box":{"x":89,"y":573,"width":424,"height":12}},{"id":"a614523e-6f48-4b84-9346-a559aa5c10a4","block_type":"box","text":"Borrowing.","page_number":12,"box":{"x":89,"y":600,"width":78,"height":12}},{"id":"7bd7e573-9d29-469b-bace-894fa7efef88","block_type":"box","text":"A Fund may borrow for temporary or emergency purposes, including to meet payments due from redemptions","page_number":12,"box":{"x":176,"y":599,"width":777,"height":13}},{"id":"176ab332-9043-4a25-89fc-f5090eaedd99","block_type":"box","text":"or to facilitate the settlement of securities or other transactions.","page_number":12,"box":{"x":89,"y":615,"width":445,"height":9}},{"id":"ad9b82be-b0cd-4491-8dbc-8590501befb0","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":12,"box":{"x":88,"y":641,"width":846,"height":12}},{"id":"4d2c89e5-de53-478c-8912-776f3b5881ec","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":12,"box":{"x":89,"y":656,"width":852,"height":13}},{"id":"c138f38e-5ea7-421d-a0d4-90d3e1c8afa8","block_type":"box","text":"Purchasing securities while borrowings are outstanding creates special risks, such as the potential for greater volatility in the","page_number":12,"box":{"x":89,"y":671,"width":870,"height":13}},{"id":"7b8b4ec4-a952-4b23-837a-67c3c825763d","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":12,"box":{"x":89,"y":686,"width":874,"height":13}},{"id":"f88b25ce-a8f4-4afd-8606-9c1d240adda5","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":12,"box":{"x":89,"y":702,"width":826,"height":12}},{"id":"87db83aa-e9c6-40b0-8f43-7ea159aa973f","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":12,"box":{"x":89,"y":717,"width":871,"height":12}},{"id":"fcb30149-194f-4dfc-b26b-50dea87c0eed","block_type":"box","text":"shareholders will outweigh the current reduced return.","page_number":12,"box":{"x":89,"y":732,"width":381,"height":12}},{"id":"42bf0f0c-413f-4fdb-8f10-fd92b1e4b728","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":12,"box":{"x":89,"y":758,"width":835,"height":13}},{"id":"f5a2109e-f1fe-4aa2-81ed-13af2022f5c3","block_type":"box","text":"credit agreements relating to asset coverage, portfolio composition requirements and other matters. It is not anticipated that","page_number":12,"box":{"x":89,"y":773,"width":873,"height":13}},{"id":"c62eb640-c7d6-4730-969e-577278188c5d","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":12,"box":{"x":89,"y":788,"width":800,"height":13}},{"id":"719dd086-c9d6-4e30-bf3e-ae77bd58d00e","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":12,"box":{"x":89,"y":804,"width":868,"height":12}},{"id":"838d7d69-35f8-4f42-985e-143b1bb883e7","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":12,"box":{"x":89,"y":819,"width":856,"height":12}},{"id":"d7a08549-60c2-48e8-9edb-ac42ea1002ca","block_type":"box","text":"may be disadvantageous to do so.","page_number":12,"box":{"x":89,"y":834,"width":237,"height":12}},{"id":"38a8d574-ae2c-4bbc-bbae-d1b0955f6fc2","block_type":"box","text":"3","page_number":12,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"e3c7b048-0212-4a4b-9a75-434f31024807","block_type":"box","text":"Diversification Status.","page_number":13,"box":{"x":89,"y":44,"width":156,"height":10}},{"id":"3dfb9462-b5ca-4b7b-a60f-93ea0b0daa8a","block_type":"box","text":"The following table sets forth the diversification status of each Fund:","page_number":13,"box":{"x":257,"y":44,"width":480,"height":12}},{"id":"1a4943b1-d2b9-4362-8523-c1efcc9b9e65","block_type":"box","text":"Diversified Funds Non-Diversified Funds","page_number":13,"box":{"x":89,"y":74,"width":529,"height":7}},{"id":"fda76981-44d0-484a-ab35-5fc1001154f0","block_type":"box","text":"iShares iBonds Dec 2026 Term Muni Bond ETF iShares iBonds Dec 2029 Term Muni Bond ETF","page_number":13,"box":{"x":89,"y":96,"width":712,"height":9}},{"id":"9087ee4d-c208-4015-bfb0-638e3578103f","block_type":"box","text":"iShares iBonds Dec 2027 Term Muni Bond ETF iShares iBonds Dec 2030 Term Muni Bond ETF","page_number":13,"box":{"x":89,"y":116,"width":712,"height":9}},{"id":"efd358d0-d731-4c72-845a-102075da7ec0","block_type":"box","text":"iShares iBonds Dec 2028 Term Muni Bond ETF iShares iBonds Dec 2031 Term Muni Bond ETF","page_number":13,"box":{"x":89,"y":136,"width":711,"height":10}},{"id":"26bd812d-b152-4ded-b944-70bf4104e23e","block_type":"box","text":"A fund classified as “diversified” under the 1940 Act may not purchase securities of an issuer (other than (i) obligations","page_number":13,"box":{"x":88,"y":189,"width":835,"height":12}},{"id":"e1d05531-7899-4e25-8b31-c2cf2c058174","block_type":"box","text":"issued or guaranteed by the U.S. government, its agencies or instrumentalities and (ii) securities of other investment","page_number":13,"box":{"x":89,"y":204,"width":813,"height":12}},{"id":"052e1787-84de-4e1b-896f-f363bdc3dc6a","block_type":"box","text":"companies) if, with respect to 75% of its total assets, (a) more than 5% of the fund’s total assets would be invested in","page_number":13,"box":{"x":89,"y":219,"width":823,"height":12}},{"id":"33056d02-34a3-4d3f-b433-114e0072b7e2","block_type":"box","text":"securities of that issuer or (b) the fund would hold more than 10% of the outstanding voting securities of that issuer. With","page_number":13,"box":{"x":89,"y":234,"width":854,"height":12}},{"id":"f19e3983-2710-4afc-81fa-24e4ae0d88e0","block_type":"box","text":"respect to the remaining 25% of its total assets, the fund may invest more than 5% of its assets in one issuer. Under the 1940","page_number":13,"box":{"x":89,"y":249,"width":876,"height":13}},{"id":"63aad357-a6d4-4b68-95fa-5290842fbdf6","block_type":"box","text":"Act, a fund cannot change its classification from diversified to non-diversified without shareholder approval.","page_number":13,"box":{"x":88,"y":264,"width":757,"height":13}},{"id":"b1eb0857-d2fd-4bad-b06e-a712487d8d04","block_type":"box","text":"A non-diversified fund is a fund that is not limited by the 1940 Act with regard to the percentage of its assets that may be","page_number":13,"box":{"x":92,"y":291,"width":850,"height":12}},{"id":"411e743e-f856-49bd-b5ec-c048f711c7a9","block_type":"box","text":"invested in the securities of a single issuer. The securities of a particular issuer (or securities of issuers in particular industries)","page_number":13,"box":{"x":89,"y":306,"width":876,"height":12}},{"id":"6c237e50-7632-4210-8dd4-f131950eb411","block_type":"box","text":"may constitute a significant percentage of the underlying index of such a fund and, consequently, the fund’s investment","page_number":13,"box":{"x":89,"y":321,"width":840,"height":12}},{"id":"0b1744b0-cf09-4019-a475-d4ef82c6afd6","block_type":"box","text":"portfolio. This may adversely affect a fund’s performance or subject the fund’s shares to greater price volatility than that","page_number":13,"box":{"x":89,"y":336,"width":839,"height":13}},{"id":"db82fd11-8121-4e74-8173-e9996801d693","block_type":"box","text":"experienced by more diversified investment companies.","page_number":13,"box":{"x":89,"y":351,"width":387,"height":13}},{"id":"ccd9c526-e81f-4b72-8367-1b0a12b1105f","block_type":"box","text":"Each Fund (whether diversified or non-diversified) intends to maintain the required level of diversification and otherwise","page_number":13,"box":{"x":89,"y":378,"width":841,"height":12}},{"id":"bdff9084-b28e-471f-995b-b93d76b48861","block_type":"box","text":"conduct its operations so as to qualify as a regulated investment company (“RIC”) for purposes of the U.S. Internal Revenue","page_number":13,"box":{"x":89,"y":393,"width":865,"height":12}},{"id":"53062da1-4786-4dc9-a157-24113fcc1c90","block_type":"box","text":"Code of 1986, as amended (the “Internal Revenue Code”), and to relieve the Fund of any liability for U.S. federal income tax to","page_number":13,"box":{"x":89,"y":408,"width":878,"height":12}},{"id":"db88402b-3619-4906-9590-a02617888d92","block_type":"box","text":"the extent that its earnings are distributed to shareholders, provided that the Fund satisfies a minimum distribution","page_number":13,"box":{"x":88,"y":423,"width":806,"height":12}},{"id":"5a85ff4a-f179-47d1-834b-7b443f9e2d41","block_type":"box","text":"requirement. Compliance with the diversification requirements of the Internal Revenue Code may limit the investment","page_number":13,"box":{"x":89,"y":438,"width":824,"height":13}},{"id":"bd168256-1ce4-4abe-affc-b60bfe20a8c9","block_type":"box","text":"flexibility of the Fund and may make it less likely that the Fund will meet its investment objective.","page_number":13,"box":{"x":88,"y":453,"width":677,"height":13}},{"id":"f973efc2-6238-4793-8e5e-7e74a2a49cca","block_type":"box","text":"Lending Portfolio Securities.","page_number":13,"box":{"x":89,"y":480,"width":202,"height":12}},{"id":"a253d86c-1526-4f1f-802f-ec9c1eabcf58","block_type":"box","text":"Each Fund may lend portfolio securities to certain borrowers that BFA determines to be","page_number":13,"box":{"x":301,"y":480,"width":609,"height":12}},{"id":"847c45b1-19fa-4907-a195-9942c0e75531","block_type":"box","text":"creditworthy, including borrowers affiliated with BFA. The borrowers provide collateral that is maintained in an amount at","page_number":13,"box":{"x":89,"y":495,"width":848,"height":12}},{"id":"74770f82-cb89-456c-87fd-bb1f550976df","block_type":"box","text":"least equal to the current market value of the securities loaned. No securities loan shall be made on behalf of a Fund if, as a","page_number":13,"box":{"x":89,"y":510,"width":858,"height":12}},{"id":"1418df2b-9bde-4cb1-9b35-38da629d1260","block_type":"box","text":"result, the aggregate value of all securities loans of the Fund exceeds one-third of the value of the Fund’s total assets","page_number":13,"box":{"x":89,"y":525,"width":815,"height":12}},{"id":"e27f3d74-2567-4fef-be85-7abcb5b4c5eb","block_type":"box","text":"(including the value of the collateral received). A Fund may terminate a loan at any time and obtain the return of the","page_number":13,"box":{"x":89,"y":540,"width":812,"height":13}},{"id":"abc52dd5-1353-4af9-8b70-fe69d30c3061","block_type":"box","text":"securities loaned. Each Fund receives, by way of substitute payment, the value of any interest or cash or non-cash","page_number":13,"box":{"x":89,"y":555,"width":794,"height":13}},{"id":"63d0b3e4-70fc-479c-a25b-47aeea1cdb7a","block_type":"box","text":"distributions paid on the loaned securities that it would have otherwise received if the securities were not on loan. Substitute","page_number":13,"box":{"x":89,"y":570,"width":870,"height":13}},{"id":"2a58656e-8970-4c9a-a526-3af1dc4c45bd","block_type":"box","text":"payments received on tax-exempt securities loaned out will not be tax-exempt income.","page_number":13,"box":{"x":89,"y":586,"width":609,"height":12}},{"id":"71e87ec8-d40b-4eac-b2ec-d35e11e88ef6","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":13,"box":{"x":88,"y":612,"width":854,"height":12}},{"id":"0e6600a3-bfcc-4efa-b5b5-62dc28dd708e","block_type":"box","text":"cash collateral. The Funds are compensated by any positive difference between the amount earned on the reinvestment of","page_number":13,"box":{"x":89,"y":627,"width":856,"height":13}},{"id":"e2951e2d-9438-41d7-b57a-c3713a71f2b4","block_type":"box","text":"cash collateral and the fee paid to the borrower. In the case of collateral other than cash, a Fund is compensated by a fee paid","page_number":13,"box":{"x":89,"y":642,"width":876,"height":13}},{"id":"e9f2d8e6-c1dc-4351-afb9-08e9bc173620","block_type":"box","text":"by the borrower equal to a percentage of the market value of the loaned securities. Any cash collateral received by the Fund","page_number":13,"box":{"x":89,"y":657,"width":863,"height":13}},{"id":"386c665f-5ff8-41db-b271-168b1ee0ea43","block_type":"box","text":"for such loans, and uninvested cash, may be reinvested in certain short-term instruments either directly on behalf of each","page_number":13,"box":{"x":88,"y":673,"width":850,"height":12}},{"id":"e92869d3-853d-4d63-8903-526b5c5e9444","block_type":"box","text":"Fund or through one or more joint accounts or money market funds, including those affiliated with BFA; such investments","page_number":13,"box":{"x":89,"y":688,"width":855,"height":12}},{"id":"419e5427-47e1-4025-8225-abf8c47661b8","block_type":"box","text":"are subject to investment risk.","page_number":13,"box":{"x":89,"y":703,"width":208,"height":12}},{"id":"99eecb7a-9cfe-49eb-8d29-8c1056a8d586","block_type":"box","text":"Each Fund conducts its securities lending pursuant to an exemptive order from the SEC permitting it to lend portfolio","page_number":13,"box":{"x":89,"y":729,"width":818,"height":13}},{"id":"c90a67d6-1d8d-4b47-9544-6c57385473f9","block_type":"box","text":"securities to borrowers affiliated with the Fund and to retain an affiliate of the Fund to act as securities lending agent. To the","page_number":13,"box":{"x":89,"y":744,"width":868,"height":13}},{"id":"aa82a5cd-383b-4287-abf3-d476b47f7800","block_type":"box","text":"extent that a Fund engages in securities lending, BlackRock Institutional Trust Company, N.A. (“BTC”) acts as securities","page_number":13,"box":{"x":89,"y":759,"width":832,"height":13}},{"id":"fab0e1db-6b54-4cea-bb2d-190decc5797f","block_type":"box","text":"lending agent for the Fund, subject to the overall supervision of BFA. BTC administers the lending program in accordance","page_number":13,"box":{"x":89,"y":775,"width":846,"height":12}},{"id":"c9731979-d691-4f0d-8dcc-9e5bc6ffeb74","block_type":"box","text":"with guidelines approved by the Trust’s Board of Trustees (the “Board,” the trustees of which are the “Trustees”). JPMorgan","page_number":13,"box":{"x":88,"y":790,"width":862,"height":12}},{"id":"0a69765b-79bf-431e-9d3a-b6ec538551ae","block_type":"box","text":"Chase Bank, N.A. (“JPMorgan”) serves as custodian for certain Funds in connection with certain securities lending activities.","page_number":13,"box":{"x":89,"y":805,"width":865,"height":12}},{"id":"13d018ef-4f21-446d-8c7a-72bcb5ca4a4e","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":13,"box":{"x":88,"y":831,"width":873,"height":13}},{"id":"c9a31303-f1e4-4398-97fe-a72ae0a467af","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":13,"box":{"x":89,"y":846,"width":830,"height":13}},{"id":"2d3af196-1a1f-4679-8479-312219d24e02","block_type":"box","text":"reinvestments and the fees a Fund has agreed to pay a borrower), foreign exchange risk (i.e., the risk of a shortfall at default","page_number":13,"box":{"x":89,"y":862,"width":865,"height":12}},{"id":"495a2a0e-ae98-42f6-8577-02b0f3853b8f","block_type":"box","text":"4","page_number":13,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"c3ecba23-0f4d-43cb-8c72-c93292e13e6a","block_type":"box","text":"when a cash collateral investment is denominated in a currency other than the currency of the assets being loaned due to","page_number":14,"box":{"x":88,"y":44,"width":852,"height":12}},{"id":"af1ef544-6ffc-4231-9f64-d2575623bd64","block_type":"box","text":"movements in foreign exchange rates), and credit, legal, counterparty and market risks (including the risk that market events,","page_number":14,"box":{"x":89,"y":59,"width":878,"height":12}},{"id":"7d00031e-60c0-4b94-8b47-b59da9d7d978","block_type":"box","text":"including but not limited to corporate actions, could lead the Fund to lend securities that are trading at a premium due to","page_number":14,"box":{"x":89,"y":74,"width":848,"height":12}},{"id":"62e13980-4c13-460a-848b-469cca6cebec","block_type":"box","text":"increased demand, or to recall loaned securities or to lend less or not at all, which could lead to reduced securities lending","page_number":14,"box":{"x":89,"y":89,"width":852,"height":13}},{"id":"13711f76-9d50-4f32-88d1-678ee7c56295","block_type":"box","text":"revenue). If a Fund were to lend out securities that are subject to a corporate action and commit to the borrower a particular","page_number":14,"box":{"x":89,"y":104,"width":870,"height":13}},{"id":"2c07baa5-1b7b-4589-83bb-e509c01bf0f5","block_type":"box","text":"election as determined by the Funds’ investment adviser, the benefit the Fund would receive in respect of committing to such","page_number":14,"box":{"x":89,"y":119,"width":875,"height":13}},{"id":"0ed3a8b8-3562-4d20-b17a-6451f61235ec","block_type":"box","text":"election may or may not be less than the benefit the Fund would have received from making a different election in such","page_number":14,"box":{"x":89,"y":135,"width":834,"height":12}},{"id":"71b577b5-9ee8-49e7-a893-1d563609c0a8","block_type":"box","text":"corporate action. If a securities lending counterparty were to default, a Fund would be subject to the risk of a possible delay","page_number":14,"box":{"x":89,"y":150,"width":863,"height":12}},{"id":"92a2c58c-a398-461a-bd41-4a0fca378bd6","block_type":"box","text":"in receiving collateral or in recovering the loaned securities, or to a possible loss of rights in the collateral. In the event a","page_number":14,"box":{"x":89,"y":165,"width":833,"height":12}},{"id":"108d0717-0f28-450c-a3e7-bfd977185741","block_type":"box","text":"borrower does not return a Fund’s securities as agreed, the Fund’s ability to participate in a corporate action event may be","page_number":14,"box":{"x":89,"y":180,"width":853,"height":12}},{"id":"ea69d977-4270-44c5-8010-9833b6191daa","block_type":"box","text":"impacted, or the Fund may experience losses if the proceeds received from liquidating the collateral do not at least equal the","page_number":14,"box":{"x":89,"y":195,"width":871,"height":12}},{"id":"8d225b28-f125-4931-aa57-8ca0734aa8e3","block_type":"box","text":"value of the loaned security at the time the collateral is liquidated, plus the transaction costs incurred in purchasing","page_number":14,"box":{"x":88,"y":210,"width":806,"height":13}},{"id":"215dd504-12c2-4629-b6a1-967b53b2b14b","block_type":"box","text":"replacement securities. This latter event could trigger adverse tax consequences for a Fund. A Fund could lose money if its","page_number":14,"box":{"x":89,"y":225,"width":857,"height":13}},{"id":"b7a33fa9-28bd-4f08-a3ad-e13aef360d6c","block_type":"box","text":"short-term investment of the collateral declines in value over the period of the loan. Substitute payments received by a Fund","page_number":14,"box":{"x":89,"y":240,"width":866,"height":13}},{"id":"ce4f31fa-fcdc-4636-b225-b3deb3b16398","block_type":"box","text":"representing dividends paid on securities loaned out by the Fund will not be considered qualified dividend income. BTC will","page_number":14,"box":{"x":89,"y":256,"width":858,"height":12}},{"id":"9b4e6c7e-32d9-439d-9656-a617ceb13760","block_type":"box","text":"take into account the tax effects on shareholders caused by this difference in connection with a Fund’s securities lending","page_number":14,"box":{"x":88,"y":271,"width":844,"height":12}},{"id":"7135c480-c3de-4341-a61d-c91562e2a1d9","block_type":"box","text":"program. Substitute payments received on tax-exempt securities loaned out will not be tax-exempt income. There could also","page_number":14,"box":{"x":89,"y":286,"width":873,"height":12}},{"id":"a2fd6052-e6a0-4046-8a0b-c96ec4445fe9","block_type":"box","text":"be changes in the status of issuers under applicable laws and regulations, including tax regulations, that may impact the","page_number":14,"box":{"x":89,"y":301,"width":841,"height":12}},{"id":"5db2de40-e198-4b2b-96fc-164631379234","block_type":"box","text":"regulatory or tax treatment of loaned securities and could, for example, result in a delay in the payment of dividend","page_number":14,"box":{"x":89,"y":316,"width":804,"height":12}},{"id":"9db6068e-6702-490a-947c-295f16547468","block_type":"box","text":"equivalent payments owed to a Fund (as permitted by applicable law).","page_number":14,"box":{"x":89,"y":331,"width":490,"height":12}},{"id":"548dd686-2de8-4e8c-86c3-dc3369f0260c","block_type":"box","text":"Regulations adopted by global prudential regulators require certain bank-regulated counterparties and certain of their","page_number":14,"box":{"x":89,"y":358,"width":824,"height":12}},{"id":"0f0ebec7-f6b7-4fec-be44-e1e534c83494","block_type":"box","text":"affiliates to include in certain financial contracts, including many securities lending agreements, terms that delay or restrict","page_number":14,"box":{"x":89,"y":373,"width":859,"height":12}},{"id":"00aa823b-9393-44d2-bc2b-a3647b71aaba","block_type":"box","text":"the rights of counterparties, such as the Fund, to terminate such agreements, foreclose upon collateral, exercise other default","page_number":14,"box":{"x":88,"y":388,"width":879,"height":12}},{"id":"118f3e47-c11b-4410-9ebb-0bdf0c460979","block_type":"box","text":"rights or restrict transfers of credit support in the event that the counterparty and/or its affiliates are subject to certain types","page_number":14,"box":{"x":89,"y":403,"width":869,"height":12}},{"id":"b35464bc-892c-4814-bd73-13673191429c","block_type":"box","text":"of resolution or insolvency proceedings. It is possible that these requirements, as well as potential additional government","page_number":14,"box":{"x":89,"y":418,"width":846,"height":12}},{"id":"596443f8-6ec0-4900-b779-dac9d20cb5fb","block_type":"box","text":"regulation and other developments in the market, could adversely affect the Fund’s ability to terminate existing securities","page_number":14,"box":{"x":89,"y":433,"width":847,"height":13}},{"id":"cdd198cb-3b37-4043-9977-d498322972dd","block_type":"box","text":"lending agreements or to realize amounts to be received under such agreements. Prudential regulation may also favor","page_number":14,"box":{"x":89,"y":448,"width":825,"height":13}},{"id":"36485a56-f0c2-4957-90fe-00ace26de936","block_type":"box","text":"lenders that can provide additional protections, such as liens that are exercisable in connection with a lender default, to","page_number":14,"box":{"x":89,"y":463,"width":834,"height":13}},{"id":"3c9191c7-7b53-434f-a197-4b3458e59509","block_type":"box","text":"borrowers. Certain Funds expect to provide additional protections to borrowers, where permitted, pursuant to a Fund’s","page_number":14,"box":{"x":89,"y":479,"width":831,"height":12}},{"id":"6bf493d5-8d96-434d-ac69-be4d68791449","block_type":"box","text":"investment policies and if BFA believes doing so is in the best interest of the Fund.","page_number":14,"box":{"x":89,"y":494,"width":571,"height":12}},{"id":"5d0d177f-4dd6-4680-a044-3eb71ef17ef8","block_type":"box","text":"Liquidity Risk Management.","page_number":14,"box":{"x":89,"y":520,"width":200,"height":12}},{"id":"3544c20f-31f2-4f04-ad04-c757826d5bd2","block_type":"box","text":"Rule 22e-4 under the Investment Company Act (the “Liquidity Rule”) requires open-end funds,","page_number":14,"box":{"x":299,"y":520,"width":662,"height":12}},{"id":"b72bdf0c-cc5c-4919-8a35-ee91774e9ede","block_type":"box","text":"including exchange-traded funds (“ETFs”) such as the Funds, to establish a liquidity risk management program (the","page_number":14,"box":{"x":89,"y":535,"width":811,"height":13}},{"id":"1be083fa-43cb-4519-92fa-3331c496b512","block_type":"box","text":"“Liquidity Program”) and enhance disclosures regarding fund liquidity. As required by the Liquidity Rule, the Funds have","page_number":14,"box":{"x":89,"y":550,"width":837,"height":13}},{"id":"5b2fe6ba-6daa-4b2a-a7eb-7118cc9bff4d","block_type":"box","text":"implemented a Liquidity Program, and the Board, including a majority of the Independent Trustees of the Trust, has","page_number":14,"box":{"x":89,"y":565,"width":807,"height":13}},{"id":"1dbd3431-2bc1-4fd8-abdd-6216691dfd54","block_type":"box","text":"appointed BFA as the administrator of the Liquidity Program. Under the Liquidity Program, BFA assesses, manages, and","page_number":14,"box":{"x":89,"y":581,"width":834,"height":12}},{"id":"3d06210e-17f0-4c3c-b5a7-177d770387bc","block_type":"box","text":"periodically reviews each Fund’s liquidity risk and classifies each investment held by a Fund as a “highly liquid investment,”","page_number":14,"box":{"x":89,"y":596,"width":859,"height":12}},{"id":"91d84f5a-fbc4-411c-bcb4-68abf2aa9379","block_type":"box","text":"“moderately liquid investment,” “less liquid investment” or “illiquid investment.” The Liquidity Rule defines “liquidity risk” as","page_number":14,"box":{"x":89,"y":611,"width":866,"height":12}},{"id":"c4b19413-be7d-4cd6-899f-9297efefd868","block_type":"box","text":"the risk that a Fund could not meet requests to redeem shares issued by a Fund without significant dilution of the remaining","page_number":14,"box":{"x":88,"y":626,"width":871,"height":12}},{"id":"60057f33-4ddd-4ca1-a11f-a8dca2c974d3","block_type":"box","text":"investors’ interest in a Fund. The liquidity of a Fund’s portfolio investments is determined based on relevant market, trading","page_number":14,"box":{"x":89,"y":641,"width":860,"height":12}},{"id":"22123dd7-841e-46ba-b1e4-72646ebb37cc","block_type":"box","text":"and investment-specific considerations under the Liquidity Program. There are exclusions from certain portions of the","page_number":14,"box":{"x":89,"y":656,"width":825,"height":13}},{"id":"d97bc4be-f0bb-46cf-9fd7-d264dfd4be09","block_type":"box","text":"liquidity risk management program requirements for “in-kind” ETFs, as defined in the Liquidity Rule. To the extent that an","page_number":14,"box":{"x":89,"y":671,"width":850,"height":13}},{"id":"0121311b-21ef-4eaa-bda9-33597165e90d","block_type":"box","text":"investment is deemed to be an illiquid investment or a less liquid investment, a Fund can expect to be exposed to greater","page_number":14,"box":{"x":89,"y":686,"width":845,"height":13}},{"id":"e31690a1-22e6-4857-a478-b9b061d570fa","block_type":"box","text":"liquidity risk.","page_number":14,"box":{"x":89,"y":702,"width":87,"height":12}},{"id":"189fb4b7-2484-428b-a591-d12811b9748e","block_type":"box","text":"Ratings.","page_number":14,"box":{"x":89,"y":729,"width":57,"height":11}},{"id":"7cbe0ce7-b1ef-49ac-a39a-a2a7f17f6fd3","block_type":"box","text":"An investment-grade rating generally means the security or issuer is rated investment-grade by one or more of","page_number":14,"box":{"x":154,"y":728,"width":777,"height":12}},{"id":"678c153e-7a93-4067-b767-ab42a01c11a3","block_type":"box","text":"Moody’s Investors Service, Inc. (“Moody’s”), S&P Global Ratings, Fitch Ratings, Inc. (“Fitch”), or another credit rating agency","page_number":14,"box":{"x":89,"y":743,"width":870,"height":12}},{"id":"dc1eb665-f3e9-4ec0-b6cc-a63e0b355368","block_type":"box","text":"designated as a nationally recognized statistical rating organization by the SEC, or is unrated but considered to be of","page_number":14,"box":{"x":89,"y":758,"width":812,"height":13}},{"id":"a05b5dee-732c-4de4-a144-22f79c0f14dd","block_type":"box","text":"equivalent quality by BFA. Generally, bonds rated Baa3 or above by Moody’s or BBB- or above by S&P Global Ratings and Fitch","page_number":14,"box":{"x":89,"y":773,"width":877,"height":13}},{"id":"a802a005-c5bb-4d0e-8785-a255b2b5743b","block_type":"box","text":"are considered “investment-grade” securities, bonds rated Baa are considered medium grade obligations subject to moderate","page_number":14,"box":{"x":89,"y":788,"width":878,"height":13}},{"id":"1bee6e86-df7f-4e64-87e4-7157cbfa3019","block_type":"box","text":"credit risk and may possess certain speculative characteristics, while bonds rated BBB are regarded as having adequate","page_number":14,"box":{"x":89,"y":804,"width":831,"height":12}},{"id":"94d2beda-d3c3-4e4b-9013-ebb2e7ce4581","block_type":"box","text":"capacity to meet financial commitments.","page_number":14,"box":{"x":89,"y":819,"width":285,"height":12}},{"id":"6bf44e6a-e0d1-49e3-bd4c-914c28df99b2","block_type":"box","text":"Subsequent to purchase by a Fund, a rated security may cease to be rated or its rating may be reduced below an investment","page_number":14,"box":{"x":88,"y":845,"width":874,"height":12}},{"id":"8cc3f447-13ea-4932-b9ad-850670078746","block_type":"box","text":"grade rating. Bonds rated below Baa3 by Moody’s or below BBB- by S&P Global Ratings or Fitch are generally considered","page_number":14,"box":{"x":89,"y":860,"width":841,"height":13}},{"id":"38631b75-dea1-4cdf-b3bc-a235f6d4d206","block_type":"box","text":"5","page_number":14,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"9f6d8fd8-dce5-4375-b472-d74bb96020e3","block_type":"box","text":"below investment-grade quality and are obligations of issuers that are generally considered predominantly speculative with","page_number":15,"box":{"x":89,"y":44,"width":862,"height":12}},{"id":"ddfe64a5-d5f8-437b-88fb-f2ef9c894903","block_type":"box","text":"respect to the issuer’s capacity to pay interest and repay principal according to the terms of the obligation and, therefore,","page_number":15,"box":{"x":89,"y":59,"width":846,"height":12}},{"id":"a041be1e-96a3-44c4-8070-3c41abe3c8c1","block_type":"box","text":"carry greater investment risk, including the possibility of issuer default and bankruptcy and increased market price volatility.","page_number":15,"box":{"x":89,"y":74,"width":864,"height":12}},{"id":"92da1765-ba5b-401a-870b-d8150b4dc40f","block_type":"box","text":"Such lower-rated securities are commonly referred to as “junk bonds” and are subject to a substantial degree of credit risk.","page_number":15,"box":{"x":88,"y":89,"width":860,"height":13}},{"id":"b3a9e342-395e-42f0-842d-fee56908a145","block_type":"box","text":"Please see Appendix B of this SAI for a description of each rating category of Moody’s, S&P Global Ratings and Fitch and","page_number":15,"box":{"x":89,"y":104,"width":841,"height":13}},{"id":"e7ee4d80-e371-4cee-8b15-616326f7df18","block_type":"box","text":"BFA’s treatment of investments that are not rated by any of the rating agencies.","page_number":15,"box":{"x":89,"y":119,"width":554,"height":13}},{"id":"79502760-00fd-4cda-a4a7-11a671eaa928","block_type":"box","text":"Regulation Regarding Derivatives.","page_number":15,"box":{"x":89,"y":146,"width":242,"height":12}},{"id":"9f66763b-10e8-4409-bf85-49f6e6334c83","block_type":"box","text":"The Commodity Futures Trading Commission (“CFTC”) subjects advisers to registered","page_number":15,"box":{"x":340,"y":146,"width":604,"height":12}},{"id":"4e6b4170-5644-4c9a-8adf-769fd3a9355f","block_type":"box","text":"investment companies to regulation by the CFTC if a fund that is advised by the adviser either (i) invests, directly or indirectly,","page_number":15,"box":{"x":89,"y":161,"width":875,"height":12}},{"id":"06342831-b19c-4a82-bf7f-cac3417efcb1","block_type":"box","text":"more than a prescribed level of its liquidation value in CFTC-regulated futures, options and swaps (“CFTC Derivatives”) or (ii)","page_number":15,"box":{"x":89,"y":176,"width":872,"height":13}},{"id":"92176e2f-29fd-4066-a099-5636f02892f3","block_type":"box","text":"markets itself as providing investment exposure to such instruments. The CFTC also subjects advisers to registered","page_number":15,"box":{"x":89,"y":191,"width":803,"height":13}},{"id":"8f9abee8-1aa4-4fb8-99db-5062cce943be","block_type":"box","text":"investment companies to regulation by the CFTC if the registered investment company invests in one or more commodity","page_number":15,"box":{"x":89,"y":206,"width":851,"height":13}},{"id":"df271490-fc0c-452c-845c-b811c33340dc","block_type":"box","text":"pools. To the extent a Fund uses CFTC Derivatives, it intends to do so below such prescribed levels and intends not to market","page_number":15,"box":{"x":89,"y":222,"width":875,"height":12}},{"id":"002a2090-740c-417a-9b64-23646aaf99e0","block_type":"box","text":"itself as a “commodity pool” or a vehicle for trading such instruments.","page_number":15,"box":{"x":89,"y":237,"width":488,"height":12}},{"id":"0a3eb067-ff09-4d78-bf2b-8b366d4c6301","block_type":"box","text":"BFA has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange","page_number":15,"box":{"x":89,"y":263,"width":852,"height":12}},{"id":"7da39b32-cf03-4e49-8688-27b35cb76b39","block_type":"box","text":"Act (“CEA”) pursuant to Rule 4.5 under the CEA with respect to the Funds. BFA is not, therefore, subject to registration or","page_number":15,"box":{"x":88,"y":278,"width":847,"height":13}},{"id":"8f9fb125-0291-4d50-8a99-4a4f4bd6b12f","block_type":"box","text":"regulation as a “commodity pool operator” under the CEA with respect to the Funds.","page_number":15,"box":{"x":89,"y":293,"width":591,"height":13}},{"id":"867fa322-e86b-4364-a76e-1e9393e0f0a3","block_type":"box","text":"Derivative contracts, including, without limitation, swaps, currency forwards, and non-deliverable forwards, are subject to","page_number":15,"box":{"x":89,"y":320,"width":849,"height":12}},{"id":"818f28cb-6ea5-46b6-9780-9838820c25fb","block_type":"box","text":"regulation under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) in the U.S. and under","page_number":15,"box":{"x":89,"y":335,"width":873,"height":12}},{"id":"72195954-168b-4d05-ac06-0f59b90c2c6c","block_type":"box","text":"comparable regimes in Europe, Asia and other non-U.S. jurisdictions. Swaps, non-deliverable forwards and certain other","page_number":15,"box":{"x":89,"y":350,"width":838,"height":12}},{"id":"c19930c7-4d02-4a34-8e59-74796b9b6538","block_type":"box","text":"derivatives traded in the over-the-counter (“OTC”) market are subject to variation margin and initial margin requirements.","page_number":15,"box":{"x":89,"y":365,"width":852,"height":12}},{"id":"8c8370da-d133-4b0d-af35-161a543a7f6c","block_type":"box","text":"Implementation of the margining and other provisions of the Dodd-Frank Act regarding clearing, mandatory trading,","page_number":15,"box":{"x":89,"y":380,"width":817,"height":13}},{"id":"007e4b1b-ef13-4ee8-9ea1-2625db4f93ca","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":15,"box":{"x":89,"y":395,"width":872,"height":13}},{"id":"cdb4ddfc-4de9-43d6-83f9-4561e9790541","block_type":"box","text":"of trading these instruments and, as a result, may affect returns to investors in a Fund.","page_number":15,"box":{"x":89,"y":410,"width":602,"height":13}},{"id":"187ae0e1-15e7-44a0-8117-f29e8d2a30aa","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":15,"box":{"x":89,"y":437,"width":866,"height":12}},{"id":"bcf6523e-a036-4dd0-9578-91d55cd3a5e2","block_type":"box","text":"certain other transactions notwithstanding the restrictions on the issuance of “senior securities” under Section 18 of the","page_number":15,"box":{"x":89,"y":452,"width":842,"height":12}},{"id":"e0e4d6c2-f831-493b-88d5-684c0dd427d9","block_type":"box","text":"Investment Company Act. Section 18 of the Investment Company Act, among other things, prohibits open-end funds,","page_number":15,"box":{"x":89,"y":467,"width":823,"height":13}},{"id":"0b8585c5-760e-48ac-878d-d5bcd2c1554e","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":15,"box":{"x":89,"y":482,"width":879,"height":13}},{"id":"311a454b-b6f2-4935-8d22-8a3bc8105c13","block_type":"box","text":"to maintain 300% “asset coverage”).","page_number":15,"box":{"x":88,"y":497,"width":257,"height":13}},{"id":"f68abf00-e44c-4bd8-b509-55e6faf10a33","block_type":"box","text":"Under Rule 18f-4, “Derivatives Transactions” include the following: (1) any swap, security-based swap (including a contract","page_number":15,"box":{"x":89,"y":524,"width":862,"height":12}},{"id":"33f36b0b-2413-4cc7-9d11-7cf7ae159933","block_type":"box","text":"for differences), futures contract, forward contract, option (excluding purchased options), any combination of the foregoing,","page_number":15,"box":{"x":88,"y":539,"width":871,"height":12}},{"id":"6ee9dbe9-360c-4ae9-b3b7-1108ab528b09","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":15,"box":{"x":89,"y":554,"width":871,"height":12}},{"id":"2ef37446-c07a-4c81-9187-a03adf52f653","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":15,"box":{"x":89,"y":569,"width":867,"height":13}},{"id":"514e264e-e1ba-4a7a-8f18-fab39b149c23","block_type":"box","text":"(2) any short sale borrowing; (3) reverse repurchase agreements and similar financing transactions (e.g., recourse and non","page_number":15,"box":{"x":89,"y":584,"width":864,"height":13}},{"id":"a492056a-ce9a-4b2c-9e1e-45de7c907bb0","block_type":"box","text":"recourse tender option bonds, and borrowed bonds), if a Fund elects to treat these transactions as Derivatives Transactions","page_number":15,"box":{"x":89,"y":599,"width":863,"height":13}},{"id":"c98b9cdc-c984-4ea4-a87b-fc82b3360e18","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":15,"box":{"x":89,"y":615,"width":863,"height":12}},{"id":"8948191f-36ed-48b1-823a-739bbe05c1b5","block_type":"box","text":"announced (“TBA”) commitments, and dollar rolls) and non-standard settlement cycle securities, unless the Fund intends to","page_number":15,"box":{"x":89,"y":630,"width":870,"height":12}},{"id":"fb7af252-447d-4a77-8e0b-e05b1deedacd","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":15,"box":{"x":89,"y":645,"width":834,"height":12}},{"id":"12c39a04-cde7-4bc0-a45a-40d465c71f17","block_type":"box","text":"Securities Provision”).","page_number":15,"box":{"x":88,"y":660,"width":152,"height":12}},{"id":"6754b075-41ca-4b5f-acf5-a2f5d58d2db3","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":15,"box":{"x":89,"y":686,"width":872,"height":13}},{"id":"9532c467-1853-49d6-b03d-9549fe262d78","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":15,"box":{"x":88,"y":702,"width":830,"height":12}},{"id":"2727a6b1-a618-44b8-875c-46c48ae584e1","block_type":"box","text":"comprehensive written derivatives risk management program (“DRMP”) and comply with a relative or absolute limit on Fund","page_number":15,"box":{"x":89,"y":717,"width":875,"height":12}},{"id":"bdab803f-29d4-4a18-9fb3-3897197891a7","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":15,"box":{"x":89,"y":732,"width":846,"height":12}},{"id":"649c9067-3596-44b9-a21e-527ccefa844a","block_type":"box","text":"appointed by the Board, including a majority of Independent Directors/Trustees, and periodically reviews the DRMP and","page_number":15,"box":{"x":89,"y":747,"width":839,"height":12}},{"id":"e3609192-5196-4efb-9760-8266fd31db27","block_type":"box","text":"reports to the Board.","page_number":15,"box":{"x":89,"y":762,"width":142,"height":12}},{"id":"91b93db7-a853-48c3-a0bb-4ade66e067c5","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":15,"box":{"x":89,"y":788,"width":868,"height":13}},{"id":"4e1b4bb2-ebd4-403d-b93b-fa3b2e3f950c","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":15,"box":{"x":89,"y":804,"width":830,"height":12}},{"id":"a5d05c7a-0a88-44fd-b736-985edfc5cd9c","block_type":"box","text":"adopts and implements written policies and procedures reasonably designed to manage its derivatives risks (the “Limited","page_number":15,"box":{"x":89,"y":819,"width":850,"height":12}},{"id":"d441d7ff-bc0f-44c5-a278-06f76bccd73e","block_type":"box","text":"Derivatives User Exception”).","page_number":15,"box":{"x":89,"y":834,"width":201,"height":12}},{"id":"75947184-95f5-4539-a9bb-276d45f65eb7","block_type":"box","text":"6","page_number":15,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"e6c060cf-9f57-40a2-aa46-7f7144f18352","block_type":"box","text":"Repurchase Agreements.","page_number":16,"box":{"x":89,"y":44,"width":180,"height":12}},{"id":"a74d5167-e171-4ba0-af35-051a72f185c9","block_type":"box","text":"A repurchase agreement is an instrument under which the purchaser (","page_number":16,"box":{"x":278,"y":44,"width":494,"height":12}},{"id":"9b633395-285d-4668-846b-469f3206c4b5","block_type":"box","text":"i.e.","page_number":16,"box":{"x":773,"y":45,"width":18,"height":9}},{"id":"ebaeda52-9f4b-4f90-b95c-f34d2c9c2ebb","block_type":"box","text":", a Fund) acquires a","page_number":16,"box":{"x":793,"y":44,"width":136,"height":12}},{"id":"8b541591-296e-4741-9dd3-c0c24ef62337","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":16,"box":{"x":89,"y":59,"width":854,"height":12}},{"id":"c6973c67-9843-4618-af55-f61b4f414456","block_type":"box","text":"thereby determining the yield during the purchaser’s holding period. Repurchase agreements may be construed to be","page_number":16,"box":{"x":88,"y":74,"width":822,"height":12}},{"id":"0a8c3c54-5f51-4766-97bc-05c6c60ea30a","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":16,"box":{"x":89,"y":89,"width":828,"height":13}},{"id":"57a205be-c70a-40ca-aaa4-db93a3ea1203","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":16,"box":{"x":89,"y":104,"width":878,"height":13}},{"id":"106610b5-de31-4b64-adf2-0bac9cb1a84a","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":16,"box":{"x":89,"y":119,"width":860,"height":13}},{"id":"97569c45-5b51-402f-be48-acf631d5a560","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":16,"box":{"x":88,"y":135,"width":761,"height":12}},{"id":"179d70ff-981d-4857-a62a-fc5439a6a357","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":16,"box":{"x":89,"y":161,"width":875,"height":12}},{"id":"20a7dac6-8953-49c0-8785-00ae5c672909","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":16,"box":{"x":88,"y":176,"width":841,"height":13}},{"id":"53f5662e-8bf3-4670-b2ac-fb1b6b4ffa22","block_type":"box","text":"entered into, are determined to (A) have exceptionally strong capacity to meet their financial obligations and (B) are","page_number":16,"box":{"x":89,"y":191,"width":811,"height":13}},{"id":"b315ea5e-d308-4814-8b8b-678a5ea3562a","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":16,"box":{"x":89,"y":206,"width":856,"height":13}},{"id":"5607103c-55dd-4291-b48f-35a363e2353b","block_type":"box","text":"seven days.","page_number":16,"box":{"x":89,"y":222,"width":78,"height":12}},{"id":"9c82a82e-ba52-42c5-a788-fe0f1ec1296d","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 Fund,","page_number":16,"box":{"x":89,"y":248,"width":868,"height":12}},{"id":"23276b8d-3125-411c-82ad-ad807228938c","block_type":"box","text":"but are inherent in repurchase agreements. A Fund seeks to minimize such risks, but because of the inherent legal","page_number":16,"box":{"x":89,"y":263,"width":797,"height":12}},{"id":"ceed306b-e050-46eb-8a0a-ec24a4d4ef26","block_type":"box","text":"uncertainties involved in repurchase agreements, such risks cannot be eliminated. Lower quality collateral and collateral with","page_number":16,"box":{"x":89,"y":278,"width":873,"height":13}},{"id":"bff920f5-f9fc-4de5-a2ad-d55d78580ba3","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":16,"box":{"x":89,"y":293,"width":836,"height":13}},{"id":"1536f3ca-d603-4073-b69f-074e9a318f6a","block_type":"box","text":"maturity. If the repurchase agreement counterparty were to default, lower quality collateral may be more difficult to liquidate","page_number":16,"box":{"x":89,"y":308,"width":871,"height":13}},{"id":"841876f9-28d5-44ea-8486-0d5524196920","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":16,"box":{"x":88,"y":324,"width":841,"height":12}},{"id":"0796ec1d-18d4-4f16-a1cd-4e4bf53cb251","block_type":"box","text":"counterparty’s repurchase obligation, a Fund would likely retain the status of an unsecured creditor of the counterparty (","page_number":16,"box":{"x":89,"y":339,"width":845,"height":12}},{"id":"3f86222d-55f9-4460-a85b-9e5bde081eca","block_type":"box","text":"i.e.","page_number":16,"box":{"x":935,"y":340,"width":18,"height":8}},{"id":"ce94e28a-a47c-4063-8ee9-1c9780ff581e","block_type":"box","text":",","page_number":16,"box":{"x":955,"y":347,"width":2,"height":3}},{"id":"64d9ae6f-191f-4d29-93df-96dafaae87da","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":16,"box":{"x":88,"y":354,"width":814,"height":12}},{"id":"ae3fa4d9-4e7f-406e-96aa-b5b9cbf53114","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":16,"box":{"x":89,"y":369,"width":875,"height":12}},{"id":"1af86a3b-f1d7-4b5a-8770-f4871e045935","block_type":"box","text":"be at risk of losing some or all of the principal and income involved in the transaction.","page_number":16,"box":{"x":89,"y":384,"width":598,"height":12}},{"id":"549fd820-3f97-4382-b3f0-c21607f391a0","block_type":"box","text":"Reverse Repurchase Agreements.","page_number":16,"box":{"x":89,"y":410,"width":240,"height":13}},{"id":"e34a1ddd-c3b4-4427-89e4-7bf3739e7f6e","block_type":"box","text":"Reverse repurchase agreements involve the sale of securities with an agreement to","page_number":16,"box":{"x":339,"y":410,"width":577,"height":13}},{"id":"a19e67d7-60a0-40e0-868d-fc5581c2a75b","block_type":"box","text":"repurchase the securities at an agreed-upon price, date and interest payment and have the characteristics of borrowing.","page_number":16,"box":{"x":89,"y":426,"width":839,"height":12}},{"id":"d773b117-dd2d-4b42-992b-201cfcc3deac","block_type":"box","text":"Generally, the effect of such transactions is that a Fund can recover all or most of the cash invested in the portfolio securities","page_number":16,"box":{"x":89,"y":441,"width":869,"height":12}},{"id":"4330cbc3-9cb2-4492-a299-3c5f1a341d67","block_type":"box","text":"involved during the term of the reverse repurchase agreement, while in many cases the Fund is able to keep some of the","page_number":16,"box":{"x":89,"y":456,"width":840,"height":12}},{"id":"1a91392d-a53d-444a-a8d0-644a5601502b","block_type":"box","text":"interest income associated with those securities. Such transactions are advantageous only if a Fund has an opportunity to","page_number":16,"box":{"x":89,"y":471,"width":853,"height":12}},{"id":"5fce28f6-1fd8-485f-a50f-0740f5da2f37","block_type":"box","text":"earn a rate of interest on the cash derived from these transactions that is greater than the interest cost of obtaining the same","page_number":16,"box":{"x":89,"y":486,"width":874,"height":12}},{"id":"f3035494-fac9-4e98-8798-ef944ed94320","block_type":"box","text":"amount of cash. Opportunities to realize earnings from the use of the proceeds equal to or greater than the interest required","page_number":16,"box":{"x":89,"y":501,"width":868,"height":13}},{"id":"8ce45291-f693-4e7b-afa2-b915c578e76d","block_type":"box","text":"to be paid may not always be available, and a Fund intends to use the reverse repurchase technique only when BFA believes it","page_number":16,"box":{"x":88,"y":516,"width":878,"height":13}},{"id":"75a5f5fc-d8a6-45be-8156-07dd3462eb61","block_type":"box","text":"will be advantageous to the Fund. The use of reverse repurchase agreements may exaggerate any increase or decrease in the","page_number":16,"box":{"x":88,"y":531,"width":875,"height":13}},{"id":"a6281d0b-ff1b-4fb9-8a55-342e5075879d","block_type":"box","text":"value of a Fund’s assets. The use of reverse repurchase agreements is a form of leverage, and the proceeds obtained by a","page_number":16,"box":{"x":88,"y":547,"width":846,"height":12}},{"id":"967f71c8-a682-461b-b3c0-dde2e83320af","block_type":"box","text":"Fund through reverse repurchase agreements may be invested in additional securities.","page_number":16,"box":{"x":89,"y":562,"width":602,"height":12}},{"id":"86959cb2-956f-45a1-8574-4bbf85cdc90f","block_type":"box","text":"Rule 18f-4 under the Investment Company Act permits a Fund to enter into reverse repurchase agreements and similar","page_number":16,"box":{"x":89,"y":588,"width":832,"height":12}},{"id":"7c6fc05c-7680-4ad0-b42c-d2b3f2e38f7a","block_type":"box","text":"financing transactions (","page_number":16,"box":{"x":88,"y":603,"width":166,"height":13}},{"id":"51a9ba83-77d3-4cc7-83a7-13edc76e0f92","block_type":"box","text":"e.g.,","page_number":16,"box":{"x":255,"y":606,"width":26,"height":10}},{"id":"55e5102b-d652-40a7-82bf-1e638b7c04ff","block_type":"box","text":"recourse and non-recourse tender option bonds, borrowed bonds) notwithstanding the","page_number":16,"box":{"x":288,"y":603,"width":613,"height":13}},{"id":"b63cf880-7b4b-4b40-b4dd-765da48a81f2","block_type":"box","text":"limitation on the issuance of senior securities in Section 18 of the Investment Company Act, provided that a Fund either (i)","page_number":16,"box":{"x":89,"y":618,"width":855,"height":13}},{"id":"58f8a077-7e8c-4a54-b313-d82fbb3f75e7","block_type":"box","text":"complies with the 300% asset coverage ratio with respect to such transactions and any other borrowings in the aggregate, or","page_number":16,"box":{"x":89,"y":633,"width":878,"height":13}},{"id":"13556155-8fec-41e8-af7c-0be7a2b9ce03","block_type":"box","text":"(ii) treats such transactions as Derivatives Transactions under Rule 18f-4. (See “","page_number":16,"box":{"x":89,"y":649,"width":556,"height":12}},{"id":"a9c06517-2556-4539-8870-9d2e3ce0f936","block_type":"box","text":"Regulation Regarding Derivatives","page_number":16,"box":{"x":647,"y":649,"width":230,"height":12}},{"id":"4ea26b7e-2536-477e-a658-32c1dea6071b","block_type":"box","text":"” above.)","page_number":16,"box":{"x":878,"y":649,"width":61,"height":12}},{"id":"9094d4cf-d54b-4990-a75c-6e2209ae0de1","block_type":"box","text":"Securities of Investment Companies.","page_number":16,"box":{"x":88,"y":675,"width":263,"height":12}},{"id":"2aad8a09-99b3-4fae-b43d-0ded38086047","block_type":"box","text":"A Fund may invest in the securities of other investment companies (including money","page_number":16,"box":{"x":360,"y":675,"width":595,"height":12}},{"id":"a983c4ad-373b-484e-90a4-b92b69bbca97","block_type":"box","text":"market funds) to the extent permitted by law, regulation, exemptive order or SEC staff guidance. Under the 1940 Act, a fund’s","page_number":16,"box":{"x":89,"y":690,"width":876,"height":13}},{"id":"209ed64d-f527-4600-8b3a-52c9f13fc023","block_type":"box","text":"investment in investment companies is limited to, subject to certain exceptions, (i) 3% of the total outstanding voting stock","page_number":16,"box":{"x":89,"y":705,"width":864,"height":13}},{"id":"bfae6cad-8f00-49b4-930f-53ffed9cb428","block_type":"box","text":"of any one investment company, (ii) 5% of the fund’s total assets with respect to any one investment company, and (iii) 10%","page_number":16,"box":{"x":89,"y":720,"width":870,"height":13}},{"id":"c4af3a9a-cc48-46a5-b479-0239acb55d22","block_type":"box","text":"of the fund’s total assets with respect to investment companies in the aggregate. Other investment companies in which a","page_number":16,"box":{"x":89,"y":736,"width":849,"height":12}},{"id":"97f23269-b6ed-43c4-9e93-cdab7ca3bdf5","block_type":"box","text":"Fund invests can be expected to incur fees and expenses for operations, such as investment advisory and administration fees,","page_number":16,"box":{"x":89,"y":751,"width":878,"height":12}},{"id":"470b511b-3663-4c9f-a3d4-7f534e7b64ad","block_type":"box","text":"which would be in addition to those incurred by a Fund. Pursuant to guidance issued by the SEC staff, fees and expenses of","page_number":16,"box":{"x":88,"y":766,"width":863,"height":12}},{"id":"c0b963b4-4a6f-46ca-88db-502c4c84136f","block_type":"box","text":"money market funds used for cash collateral received in connection with loans of securities are not treated as Acquired Fund","page_number":16,"box":{"x":89,"y":781,"width":873,"height":12}},{"id":"fc7aaa87-e5dd-42d4-9947-b14fe7903b32","block_type":"box","text":"Fees and Expenses, which reflect a Fund’s","page_number":16,"box":{"x":89,"y":796,"width":291,"height":12}},{"id":"43c5556f-979a-48c8-8474-627df4f0dc83","block_type":"box","text":"pro rata","page_number":16,"box":{"x":385,"y":797,"width":55,"height":11}},{"id":"ce429c62-7c8a-42d4-95b9-d5b153c07019","block_type":"box","text":"share of the fees and expenses incurred by investing in other investment","page_number":16,"box":{"x":445,"y":796,"width":506,"height":12}},{"id":"46aa1a98-3a77-4b46-9b24-f38a9b112296","block_type":"box","text":"companies (as disclosed in the Prospectus, as applicable).","page_number":16,"box":{"x":89,"y":811,"width":404,"height":12}},{"id":"d02330c7-f389-44e2-8b0f-5a46b643d596","block_type":"box","text":"7","page_number":16,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"4053c3de-a3dd-4466-9079-6902346817d5","block_type":"box","text":"Short-Term Instruments and Temporary Investments.","page_number":17,"box":{"x":88,"y":44,"width":386,"height":12}},{"id":"9b3b3121-a373-4ca5-8e63-3eb2df07c559","block_type":"box","text":"A Fund may invest in short-term instruments, including variable rate","page_number":17,"box":{"x":487,"y":44,"width":479,"height":12}},{"id":"bbced181-5466-4d8e-9fac-a4cc36d4c3f0","block_type":"box","text":"demand notes, short-term municipal securities, short-term municipal money market funds and money market instruments,","page_number":17,"box":{"x":89,"y":59,"width":866,"height":12}},{"id":"a517fdc1-f523-4abf-ae77-5e504a68b55c","block_type":"box","text":"on an ongoing basis to provide liquidity or for other reasons. Money market instruments are generally short-term","page_number":17,"box":{"x":89,"y":74,"width":791,"height":12}},{"id":"0a37810a-42ab-4f16-8f00-cc1985730ba8","block_type":"box","text":"investments that may include, but are not limited to: (i) shares of money market funds (including those advised by BFA or","page_number":17,"box":{"x":89,"y":89,"width":850,"height":13}},{"id":"0031d975-3217-43ac-bcd3-7d670ecaef57","block_type":"box","text":"otherwise affiliated with BFA); (ii) obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities","page_number":17,"box":{"x":89,"y":104,"width":865,"height":13}},{"id":"23b851de-d6f5-4c8d-b904-06886b32b94b","block_type":"box","text":"(including government-sponsored enterprises); (iii) negotiable certificates of deposit, bankers’ acceptances, fixed-time","page_number":17,"box":{"x":89,"y":119,"width":830,"height":13}},{"id":"5fc96a63-fae4-4822-b345-d622e02ef664","block_type":"box","text":"deposits and other obligations of U.S. and non-U.S. banks (including non-U.S. branches) and similar institutions; (iv)","page_number":17,"box":{"x":89,"y":135,"width":812,"height":12}},{"id":"0eb3e5f4-758e-4253-aa61-b678f9f8bcd9","block_type":"box","text":"commercial paper rated, at the date of purchase, “Prime-1” by Moody’s, “F-1” by Fitch or “A-1” by S&P Global Ratings, or if","page_number":17,"box":{"x":89,"y":150,"width":856,"height":12}},{"id":"d67714c0-0e93-4e28-9b28-518fb9a703de","block_type":"box","text":"unrated, of comparable quality as determined by BFA; (v) non-convertible corporate debt securities (","page_number":17,"box":{"x":89,"y":165,"width":702,"height":12}},{"id":"13c11612-470b-4adc-96aa-ca1ae58a53d5","block_type":"box","text":"e.g.","page_number":17,"box":{"x":793,"y":168,"width":22,"height":9}},{"id":"d4364406-2ee5-4ad9-b1e8-fa549275fd02","block_type":"box","text":", bonds and","page_number":17,"box":{"x":818,"y":165,"width":80,"height":11}},{"id":"5b91bb51-92ec-434d-a099-f06522e997a8","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":17,"box":{"x":89,"y":180,"width":868,"height":12}},{"id":"77eeae62-5420-4ae2-865b-e1ee79f3226f","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":17,"box":{"x":89,"y":195,"width":863,"height":12}},{"id":"f16f5e23-d037-41d6-b31f-973c28bfd53b","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":17,"box":{"x":89,"y":210,"width":875,"height":13}},{"id":"662b5c2d-1452-47ec-9b9e-39b6b4266441","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":17,"box":{"x":89,"y":225,"width":818,"height":13}},{"id":"4076c7c1-b969-4e53-aa25-b3212b16aaf6","block_type":"box","text":"instruments may be purchased on a current or forward-settled basis. Time deposits are non-negotiable deposits maintained","page_number":17,"box":{"x":89,"y":240,"width":868,"height":13}},{"id":"fa171cae-e848-429a-8fdb-be6b2f51ccad","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":17,"box":{"x":89,"y":256,"width":852,"height":12}},{"id":"33e369f2-17ec-45c3-b149-7d7852cdaa7b","block_type":"box","text":"commercial banks by borrowers, usually in connection with international transactions.","page_number":17,"box":{"x":89,"y":271,"width":603,"height":12}},{"id":"60278e2f-f427-418e-aa40-b9c1c4ee53b7","block_type":"box","text":"Future Developments.","page_number":17,"box":{"x":89,"y":297,"width":157,"height":12}},{"id":"ba9d182a-7cb0-41d3-ba03-ebfdf1cd348a","block_type":"box","text":"The Board may, in the future, authorize each Fund to invest in securities contracts and investments","page_number":17,"box":{"x":255,"y":297,"width":690,"height":12}},{"id":"1754bca1-38e5-4aa7-ab5d-1c00d2958b15","block_type":"box","text":"other than those listed in this SAI and in the applicable Prospectus, provided they are consistent with each Fund’s investment","page_number":17,"box":{"x":89,"y":312,"width":876,"height":13}},{"id":"57eee6f6-52c1-4ed5-9475-5d2b2991acdf","block_type":"box","text":"objective and do not violate any investment restrictions or policies.","page_number":17,"box":{"x":89,"y":327,"width":465,"height":13}},{"id":"bb9c9edd-b836-4ca2-918f-f56abd462add","block_type":"box","text":"General Considerations and Risks","page_number":17,"box":{"x":89,"y":355,"width":420,"height":17}},{"id":"69e09a85-8afd-4e8b-a2fd-746045306a27","block_type":"box","text":"A discussion of some of the principal risks associated with an investment in a Fund is contained in each Fund’s Prospectus.","page_number":17,"box":{"x":88,"y":389,"width":862,"height":12}},{"id":"a7406d46-55d6-4e66-bb65-9ba495db7f9e","block_type":"box","text":"An investment in a Fund should be made with an understanding that the value of the Fund’s portfolio securities may","page_number":17,"box":{"x":88,"y":404,"width":817,"height":13}},{"id":"e4b59098-47a7-4bc3-8c4b-f04dd651ac10","block_type":"box","text":"fluctuate in accordance with changes in the financial condition of the issuers of the portfolio securities, the value of bonds in","page_number":17,"box":{"x":88,"y":419,"width":873,"height":13}},{"id":"12cecf3b-3120-4314-91c3-094a878a6aad","block_type":"box","text":"general, and other factors that affect the market. The order of the below risk factors does not indicate the significance of any","page_number":17,"box":{"x":89,"y":434,"width":873,"height":13}},{"id":"5a385c07-8a57-4744-a4b5-a00bfbf7244f","block_type":"box","text":"particular risk factor.","page_number":17,"box":{"x":89,"y":450,"width":142,"height":12}},{"id":"a24788f2-29e4-487a-8107-2cd7a55dc3f8","block_type":"box","text":"Borrowing Risk.","page_number":17,"box":{"x":89,"y":476,"width":112,"height":12}},{"id":"61d3c36f-8717-4384-8ad0-e1164b35d0c0","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":17,"box":{"x":211,"y":476,"width":712,"height":12}},{"id":"5f91dd2a-6040-4353-b418-045bc3d97782","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":17,"box":{"x":89,"y":491,"width":850,"height":12}},{"id":"2b4e5e20-efd9-426f-8c67-707cbe8bdacc","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":17,"box":{"x":89,"y":506,"width":831,"height":13}},{"id":"78887c3e-6d5b-4c8d-aa0a-3da694303507","block_type":"box","text":"Call Risk.","page_number":17,"box":{"x":89,"y":533,"width":64,"height":10}},{"id":"f5170cfa-df87-4177-878c-a6030bec8c6b","block_type":"box","text":"During periods of falling interest rates, an issuer of a callable debt obligation held by a Fund may “call” or repay the","page_number":17,"box":{"x":163,"y":533,"width":801,"height":12}},{"id":"0706c744-3e8b-4b40-ba59-b3efe20b73dd","block_type":"box","text":"debt obligation before its stated maturity, and a Fund may have to reinvest the proceeds in instruments with lower yields,","page_number":17,"box":{"x":89,"y":548,"width":846,"height":12}},{"id":"e6393b03-5276-415e-88ee-f5dfc6037fae","block_type":"box","text":"which would result in a decline in the Fund’s income, or in instruments with greater risks or with other less favorable","page_number":17,"box":{"x":88,"y":563,"width":816,"height":12}},{"id":"62dd937f-3340-4e84-86dc-bf9c413e4641","block_type":"box","text":"features. Issuers of longer maturity securities may be more likely to call such securities as interest rates fall. As a result, the","page_number":17,"box":{"x":88,"y":578,"width":857,"height":12}},{"id":"2e01f7d0-4f6e-4116-a5ae-150ed6840790","block_type":"box","text":"iShares iBonds Dec 2026 Term Muni Bond ETF’s, iShares iBonds Dec 2027 Term Muni Bond ETF’s, iShares iBonds Dec 2028","page_number":17,"box":{"x":89,"y":593,"width":859,"height":12}},{"id":"efcc4228-e44f-40ff-8579-fe85b62427f5","block_type":"box","text":"Term Muni Bond ETF’s, iShares iBonds Dec 2029 Term Muni Bond ETF’s, iShares iBonds Dec 2030 Term Muni Bond ETF’s and","page_number":17,"box":{"x":88,"y":608,"width":877,"height":12}},{"id":"672a9cb6-2960-41e2-aa34-12bbe4e5da58","block_type":"box","text":"iShares iBonds Dec 2031 Term Muni Bond ETF’s investment in certain callable securities maturing outside the term of the","page_number":17,"box":{"x":89,"y":623,"width":848,"height":13}},{"id":"2482279c-6bde-4fb0-9507-42df46e5a7eb","block_type":"box","text":"Fund may increase the likelihood that securities held by the Fund are called prior to December 2 of the relevant year.","page_number":17,"box":{"x":89,"y":639,"width":812,"height":12}},{"id":"530ee761-06eb-47fc-b04d-415ac2b348a2","block_type":"box","text":"Illiquid Investments Risk.","page_number":17,"box":{"x":89,"y":665,"width":178,"height":12}},{"id":"0bfb1bb7-9b5d-4dcd-b28d-f10911218ebb","block_type":"box","text":"A Fund may not acquire any illiquid investment if, immediately after the acquisition, the Fund","page_number":17,"box":{"x":276,"y":665,"width":651,"height":12}},{"id":"9d9945ae-3aa3-4c78-ae82-4caa5fae129a","block_type":"box","text":"would have invested more than 15% of its net assets in illiquid investments. An illiquid investment is any investment that a","page_number":17,"box":{"x":88,"y":680,"width":856,"height":12}},{"id":"cb4c34f5-adad-491a-ae38-b38532730e90","block_type":"box","text":"Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without","page_number":17,"box":{"x":89,"y":695,"width":859,"height":13}},{"id":"ee94144e-1785-4a1d-a61f-e63afd9f0899","block_type":"box","text":"significantly changing the market value of the investment. The liquidity of an investment will be determined based on","page_number":17,"box":{"x":89,"y":710,"width":820,"height":13}},{"id":"f8a6783e-e79a-466d-9d12-33cf6f198d1d","block_type":"box","text":"relevant market, trading and investment specific considerations as set out in the Liquidity Program as required by the","page_number":17,"box":{"x":89,"y":725,"width":818,"height":13}},{"id":"4d6ffd51-4121-4fa5-b4f5-28e659e5a5bb","block_type":"box","text":"Liquidity Rule. Illiquid investments may trade at a discount to comparable, more liquid investments and a Fund may not be","page_number":17,"box":{"x":89,"y":741,"width":856,"height":12}},{"id":"41e89887-bdda-4ad1-8fa8-718969d7fb71","block_type":"box","text":"able to dispose of illiquid investments in a timely fashion or at their expected prices. If illiquid investments exceed 15% of a","page_number":17,"box":{"x":89,"y":756,"width":858,"height":12}},{"id":"f155f55b-d928-49c8-8c1c-19121fa667d5","block_type":"box","text":"Fund’s net assets, the Liquidity Rule and the Liquidity Program will require that certain remedial actions be taken.","page_number":17,"box":{"x":89,"y":771,"width":790,"height":12}},{"id":"ceba5006-609e-458c-a25a-c7cd89b4da12","block_type":"box","text":"Infectious Illness Risk.","page_number":17,"box":{"x":89,"y":797,"width":159,"height":10}},{"id":"709698ac-f5d4-4d72-b795-247818636eb0","block_type":"box","text":"A widespread outbreak of an infectious illness, such as the COVID-19 pandemic, may adversely affect","page_number":17,"box":{"x":257,"y":797,"width":708,"height":13}},{"id":"a498d09c-c727-4ed4-be0a-696279720258","block_type":"box","text":"the economies of many nations and the global economy and may impact individual issuers and capital markets in ways that","page_number":17,"box":{"x":88,"y":812,"width":868,"height":13}},{"id":"92feef6e-6137-409f-ad8b-b991fcadd7de","block_type":"box","text":"cannot be foreseen. An infectious illness outbreak may result in travel restrictions, closed international borders, disruption of","page_number":17,"box":{"x":89,"y":828,"width":871,"height":12}},{"id":"f5730e8d-6e1b-4e3f-bbd5-f2744a5d6fbd","block_type":"box","text":"healthcare services, prolonged quarantines, cancellations, supply chain disruptions, temporary and permanent business","page_number":17,"box":{"x":89,"y":843,"width":838,"height":12}},{"id":"14b09068-165a-4e80-89a0-97227abd9efc","block_type":"box","text":"closures, lower consumer demand, layoffs, ratings downgrades, credit defaults and other significant economic, social and","page_number":17,"box":{"x":89,"y":858,"width":850,"height":12}},{"id":"7e99d8f8-cced-47e4-98a9-f7d77871dabc","block_type":"box","text":"8","page_number":17,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"c881a652-e34b-4d76-bd2f-b8a312882fe3","block_type":"box","text":"political impacts, as well as general concern and uncertainty. An outbreak may exacerbate other pre-existing political, social","page_number":18,"box":{"x":89,"y":44,"width":865,"height":12}},{"id":"2a614d5d-6477-40c3-8457-090a62c68f22","block_type":"box","text":"and economic risks in certain countries or globally. These impacts, which could adversely affect a Fund and its investments,","page_number":18,"box":{"x":89,"y":59,"width":863,"height":12}},{"id":"2d21c1d4-abe9-4a8a-85d7-cdf41586df79","block_type":"box","text":"could be present for an extended period of time.","page_number":18,"box":{"x":89,"y":74,"width":337,"height":12}},{"id":"9db27667-8a4b-4653-b87b-c0f453b04977","block_type":"box","text":"In addition, markets may experience temporary closures, extreme volatility, severe losses, reduced liquidity and increased","page_number":18,"box":{"x":89,"y":101,"width":845,"height":12}},{"id":"8d7dd7d1-e722-44af-a027-865aaf35fbde","block_type":"box","text":"trading costs. Such events may adversely affect a Fund and its investments and may impact a Fund’s ability to purchase or","page_number":18,"box":{"x":88,"y":116,"width":857,"height":12}},{"id":"81cc576a-dadc-49da-9d97-701d3f473fa6","block_type":"box","text":"sell securities or other assets. Market or economic disruptions could cause elevated tracking error and increased premiums","page_number":18,"box":{"x":89,"y":131,"width":861,"height":12}},{"id":"5168cbd2-bd8a-46a6-b904-b29ae3d9062d","block_type":"box","text":"or discounts to a Fund’s NAV. Additionally, a Fund could be adversely impacted if an outbreak impairs the operations of its","page_number":18,"box":{"x":89,"y":146,"width":853,"height":12}},{"id":"1b68efa6-cc7a-408a-8539-37eff36ace51","block_type":"box","text":"service providers, including BFA. Governmental and quasi-governmental may respond to an outbreak and any resulting","page_number":18,"box":{"x":89,"y":161,"width":832,"height":12}},{"id":"0d762ce6-2460-4725-af7b-44b0c9c9133f","block_type":"box","text":"disruptions with a variety of fiscal and monetary policy changes, such as changes in interest rates. A reversal of these","page_number":18,"box":{"x":89,"y":176,"width":820,"height":13}},{"id":"5928d919-0bff-4bfe-94b1-327646b5c0de","block_type":"box","text":"policies, or the ineffectiveness of such policies, is likely to increase market volatility, which could adversely affect a Fund’s","page_number":18,"box":{"x":89,"y":191,"width":845,"height":13}},{"id":"7c9860be-a0a4-44d4-aa1f-ade7818e47c7","block_type":"box","text":"investments.","page_number":18,"box":{"x":89,"y":207,"width":87,"height":9}},{"id":"9aa45e98-47b1-4bd7-ae67-053b6c937608","block_type":"box","text":"Issuer Insolvency Risk.","page_number":18,"box":{"x":89,"y":233,"width":162,"height":12}},{"id":"904d9917-2ebf-4198-a719-a1af469cbb48","block_type":"box","text":"A Fund’s potential exposure to financially or operationally troubled issuers involves a high degree of","page_number":18,"box":{"x":260,"y":233,"width":699,"height":12}},{"id":"f7266bc1-68dd-4730-80f4-ba9bc61036ba","block_type":"box","text":"credit and market risk, which may be heightened during an economic downturn or recession. Should an issuer of securities","page_number":18,"box":{"x":89,"y":248,"width":862,"height":12}},{"id":"18d6377b-1ce5-4d7c-b427-22f0e790edbc","block_type":"box","text":"held by a Fund become involved in a bankruptcy proceeding, reorganization or financial restructuring, a wide variety of","page_number":18,"box":{"x":89,"y":263,"width":832,"height":12}},{"id":"23ba211a-a00f-48fb-a393-182cd69e64b6","block_type":"box","text":"considerations make an evaluation of the outcome of a Fund’s exposure to the issuer uncertain. Insolvency of municipal","page_number":18,"box":{"x":89,"y":278,"width":839,"height":13}},{"id":"f78b57a8-7e8a-4246-b335-e6f557b3ba41","block_type":"box","text":"issuers exposes investors to increased uncertainty and risks as compared to corporate issuers because municipalities","page_number":18,"box":{"x":89,"y":293,"width":818,"height":13}},{"id":"1910476b-7a83-4ad9-851e-a4593c760b41","block_type":"box","text":"typically are not subject to formalized bankruptcy proceedings and there often is not a process whereby creditor claims can","page_number":18,"box":{"x":88,"y":308,"width":863,"height":13}},{"id":"eab4baf1-59a1-4c36-bae6-164b1682204c","block_type":"box","text":"be considered and addressed.","page_number":18,"box":{"x":89,"y":324,"width":207,"height":9}},{"id":"b2320a84-fa05-4b95-b728-70f298df0788","block_type":"box","text":"During the period of a bankruptcy proceeding, reorganization or financial restructuring, it is unlikely that each Fund will","page_number":18,"box":{"x":89,"y":350,"width":834,"height":12}},{"id":"4c0bb8b6-b562-480f-a28a-67ad034b9dad","block_type":"box","text":"receive any interest payments on the securities of the issuer. Each Fund will be subject to significant uncertainty as to","page_number":18,"box":{"x":89,"y":365,"width":819,"height":12}},{"id":"05ac4f13-838c-4c6e-9ec0-6ab98505418c","block_type":"box","text":"whether the reorganization or restructuring will be completed, and each Fund may bear certain extraordinary expenses to","page_number":18,"box":{"x":88,"y":380,"width":853,"height":13}},{"id":"afdf50f4-ebab-4aca-a79e-6c31a6799411","block_type":"box","text":"protect and recover its investment. Each Fund will also be subject to significant uncertainty as to when and in what manner","page_number":18,"box":{"x":89,"y":395,"width":864,"height":13}},{"id":"f942b41d-24df-4441-abc1-eaf9463ff5ae","block_type":"box","text":"and for what value the obligations evidenced by the securities of the issuer held by each Fund will eventually be satisfied.","page_number":18,"box":{"x":89,"y":410,"width":845,"height":13}},{"id":"e81235f3-5735-4f35-a586-b3130fd40116","block_type":"box","text":"Even if a plan of reorganization or restructuring is adopted with respect to the securities of the issuer held by each Fund,","page_number":18,"box":{"x":89,"y":426,"width":840,"height":12}},{"id":"b8ccf064-b623-4358-a246-451ecf09b782","block_type":"box","text":"there can be no assurance that the securities or other assets received by each Fund in connection with such plan of","page_number":18,"box":{"x":88,"y":441,"width":809,"height":12}},{"id":"b771eca3-5c43-4294-ae25-63340cb76008","block_type":"box","text":"reorganization or restructuring will not have a lower value or income potential than may have been anticipated or no value. A","page_number":18,"box":{"x":89,"y":456,"width":874,"height":12}},{"id":"270dedfa-211d-4e02-b4b4-840f0fdf075c","block_type":"box","text":"Fund may be unable to enforce its claims or rights in any collateral or may have its claims or security interest in any collateral","page_number":18,"box":{"x":89,"y":471,"width":872,"height":12}},{"id":"83a18d8a-f859-4f1c-98ae-a211e18d8ddf","block_type":"box","text":"challenged, disallowed or subordinated to the claims or security interests of other creditors. In addition, amendments to the","page_number":18,"box":{"x":89,"y":486,"width":866,"height":12}},{"id":"88bff581-358b-465c-983a-a0f7250a2072","block_type":"box","text":"U.S. Bankruptcy Code or other relevant laws could alter the expected outcome or introduce greater uncertainty regarding the","page_number":18,"box":{"x":89,"y":501,"width":875,"height":13}},{"id":"30efeff0-7838-48ee-8349-0ade172870d4","block_type":"box","text":"outcome of each Fund’s securities holdings in the issuer. In a bankruptcy proceeding, a reorganization or restructuring, the","page_number":18,"box":{"x":89,"y":516,"width":859,"height":13}},{"id":"deb0e263-16b8-4460-8cf8-5849352ea4e0","block_type":"box","text":"securities of the issuer held by each Fund could be re-characterized, or each Fund may receive different securities or other","page_number":18,"box":{"x":89,"y":531,"width":852,"height":13}},{"id":"0fce59a7-74e4-4987-92d3-93a5b2d16833","block_type":"box","text":"assets, including equity securities. These types of equity securities include, but are not limited to: common stock; preferred","page_number":18,"box":{"x":89,"y":547,"width":858,"height":12}},{"id":"975244fd-bc98-44af-9b0c-226efd5caa26","block_type":"box","text":"stock (including convertible preferred stock); bonds, notes and debentures convertible into common or preferred stock; stock","page_number":18,"box":{"x":89,"y":562,"width":878,"height":12}},{"id":"c7e82902-5992-4271-913f-63b62c8283cb","block_type":"box","text":"purchase warrants and rights; equity interests in trusts; and depositary receipts. The value of equity securities received by","page_number":18,"box":{"x":89,"y":577,"width":848,"height":12}},{"id":"dc501772-d8da-45f0-b227-fcd24a434507","block_type":"box","text":"each Fund could decline if the financial condition of the issuer deteriorates or if overall market and economic conditions, or","page_number":18,"box":{"x":89,"y":592,"width":862,"height":11}},{"id":"f79d9183-2bce-4824-9641-0d9db42b8e60","block_type":"box","text":"conditions within the issuer’s region or industry, deteriorate. Equity securities received by a Fund through a bankruptcy","page_number":18,"box":{"x":89,"y":607,"width":831,"height":12}},{"id":"66fc6d8e-c656-4cb8-ab22-62fd546b4466","block_type":"box","text":"proceeding, reorganization or restructuring of an issuer would not be component securities of a Fund’s Underlying Index,","page_number":18,"box":{"x":89,"y":622,"width":848,"height":12}},{"id":"664fe365-a585-4bff-ac9a-6ddd86939001","block_type":"box","text":"which could subject a Fund to additional tracking error risk.","page_number":18,"box":{"x":88,"y":637,"width":417,"height":13}},{"id":"7b9a4174-fedc-4be4-8659-5127e9bff9b8","block_type":"box","text":"To the extent that each Fund receives other assets in connection with a bankruptcy proceeding, reorganization or financial","page_number":18,"box":{"x":88,"y":664,"width":857,"height":12}},{"id":"2606f370-ec41-48d6-8190-cf8c06226569","block_type":"box","text":"restructuring, each Fund may also be subject to additional risks associated with the assets received. One example of assets","page_number":18,"box":{"x":89,"y":679,"width":860,"height":12}},{"id":"e8de8935-6c66-4aff-9292-11b03888e021","block_type":"box","text":"that each Fund could receive is an interest in one or more loans made to the issuer as part of a workout agreed to by a","page_number":18,"box":{"x":88,"y":694,"width":827,"height":12}},{"id":"c0282229-7328-483f-8cdc-5f20d2826157","block_type":"box","text":"consortium of lienholders and creditors of the issuer. A Fund may receive such interests in loans to the extent permitted by","page_number":18,"box":{"x":89,"y":709,"width":859,"height":12}},{"id":"ee466a69-436a-4e7c-87b3-15fd0492401e","block_type":"box","text":"the 1940 Act.","page_number":18,"box":{"x":88,"y":724,"width":94,"height":10}},{"id":"2180a496-69dd-4a10-8c82-c830ed3376ab","block_type":"box","text":"Securities or other assets received in a reorganization or restructuring typically entail a higher degree of risk than investments","page_number":18,"box":{"x":88,"y":751,"width":878,"height":12}},{"id":"610b7591-c5be-48c2-bca0-d2b8ca813961","block_type":"box","text":"in securities of issuers that have not undergone a reorganization or restructuring and may be subject to heavy selling or","page_number":18,"box":{"x":89,"y":766,"width":836,"height":12}},{"id":"86c08e6a-4240-4386-a37f-044b2ed66276","block_type":"box","text":"downward pricing pressure after completion of the reorganization or restructuring. The post-reorganization/restructuring","page_number":18,"box":{"x":89,"y":781,"width":852,"height":12}},{"id":"f1d467d7-c0ec-4ea7-910b-5798347f1722","block_type":"box","text":"assets and securities may also be illiquid and difficult to sell or value. If each Fund participates in negotiations with respect to","page_number":18,"box":{"x":89,"y":796,"width":873,"height":12}},{"id":"3a1dbc54-629f-4d99-836e-d6b01611a643","block_type":"box","text":"a plan of reorganization or restructuring with respect to securities of the issuer held by each Fund, each Fund also may be","page_number":18,"box":{"x":89,"y":811,"width":851,"height":12}},{"id":"5609f76d-9d13-4657-b337-b1b75e91dc2f","block_type":"box","text":"restricted from disposing such securities for a period of time. If each Fund becomes involved in such proceedings, each Fund","page_number":18,"box":{"x":89,"y":826,"width":872,"height":13}},{"id":"35521918-ab87-4850-84e3-c7b20ab92fb9","block_type":"box","text":"may have more active participation in the affairs of the issuer than that assumed generally by an investor.","page_number":18,"box":{"x":89,"y":841,"width":733,"height":13}},{"id":"d374d5f7-3089-4377-8ddf-fb32dfe2374e","block_type":"box","text":"9","page_number":18,"box":{"x":524,"y":894,"width":8,"height":9}},{"id":"ca89426d-0d42-4cc9-865a-a5e43e47fe70","block_type":"box","text":"Money Market Instruments Risk.","page_number":19,"box":{"x":89,"y":44,"width":234,"height":12}},{"id":"baa5ccf2-2dc0-42e9-b534-4184981048ba","block_type":"box","text":"The value of money market instruments may be affected by changes in interest rates or in","page_number":19,"box":{"x":332,"y":44,"width":628,"height":12}},{"id":"bb11fd14-0cbe-4023-afcb-7fe5770125df","block_type":"box","text":"the credit ratings of the investments, among other things. If a significant amount of a Fund’s assets is invested in money","page_number":19,"box":{"x":88,"y":59,"width":843,"height":12}},{"id":"cb44c32d-2f6e-4396-b3f8-2cc4904a44d7","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":19,"box":{"x":89,"y":74,"width":835,"height":12}},{"id":"9746928e-fd42-4f85-95e1-e8c828073a85","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":19,"box":{"x":89,"y":89,"width":874,"height":13}},{"id":"6a529e96-e8a9-4643-aaca-2d0682b94970","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":19,"box":{"x":89,"y":104,"width":879,"height":13}},{"id":"d808aab0-c846-465d-b371-40a3b12dd1f8","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":19,"box":{"x":88,"y":119,"width":709,"height":13}},{"id":"dce38ae2-8317-4bf7-a447-02ee3eb43583","block_type":"box","text":"Municipal Insurance.","page_number":19,"box":{"x":89,"y":146,"width":151,"height":12}},{"id":"61bddb0b-60d9-4ee3-9b12-84c01faa4dd2","block_type":"box","text":"A municipal security may be covered by insurance that guarantees the bond’s scheduled payment of","page_number":19,"box":{"x":248,"y":146,"width":706,"height":12}},{"id":"f7dfecd0-f36a-4692-a77d-e17fdfdaa83d","block_type":"box","text":"interest and repayment of principal. This type of insurance may be obtained by either (i) the issuer at the time the bond is","page_number":19,"box":{"x":89,"y":161,"width":848,"height":12}},{"id":"e7da7b62-3e66-41c9-ba93-4c538106de8a","block_type":"box","text":"issued (primary market insurance), or (ii) another party after the bond has been issued (secondary market insurance).","page_number":19,"box":{"x":89,"y":176,"width":825,"height":13}},{"id":"e1c954a9-ee37-4ca5-ab3c-f247ae44bec9","block_type":"box","text":"Both primary and secondary market insurance guarantee timely and scheduled repayment of all principal and payment of all","page_number":19,"box":{"x":89,"y":203,"width":869,"height":12}},{"id":"311885bd-ed8e-4d03-aa3f-e8c9136b6235","block_type":"box","text":"interest on a municipal security in the event of default by the issuer, and cover a municipal security to its maturity, enhancing","page_number":19,"box":{"x":89,"y":218,"width":872,"height":12}},{"id":"2ad7eb95-ac2c-4385-bfcf-d5534a1eac56","block_type":"box","text":"its credit quality and value.","page_number":19,"box":{"x":89,"y":233,"width":185,"height":12}},{"id":"15f853a4-a717-4891-b7c8-69dd65218aeb","block_type":"box","text":"Municipal security insurance does not insure against market fluctuations or fluctuations in each of the Fund’s share price. In","page_number":19,"box":{"x":89,"y":259,"width":868,"height":13}},{"id":"803fa195-6386-49f1-a784-0de09633004f","block_type":"box","text":"addition, a municipal security insurance policy will not cover: (i) repayment of a municipal security before maturity","page_number":19,"box":{"x":89,"y":274,"width":801,"height":13}},{"id":"11883e00-aada-4c6a-bf99-d9b4799aa2b3","block_type":"box","text":"(redemption), (ii) nonpayment of principal or interest caused by negligence or bankruptcy of the paying agent, or (iii)","page_number":19,"box":{"x":89,"y":290,"width":819,"height":12}},{"id":"51845596-3ab8-4136-8d67-e69cd27c333b","block_type":"box","text":"prepayment or payment of an acceleration premium (except for a mandatory sinking fund redemption) or any other","page_number":19,"box":{"x":89,"y":305,"width":813,"height":12}},{"id":"1958e084-a244-4c47-8faf-4580a27f87ab","block_type":"box","text":"provision of a bond indenture that advances the maturity of the bond. A mandatory sinking fund redemption may be a","page_number":19,"box":{"x":89,"y":320,"width":830,"height":12}},{"id":"37aad022-26d3-4ef4-8160-c5ccb31d59a4","block_type":"box","text":"provision of a municipal security issue whereby part of the municipal security issue may be retired before maturity.","page_number":19,"box":{"x":89,"y":335,"width":799,"height":12}},{"id":"0349e26a-e230-41e2-bb17-4b2a3a5860c4","block_type":"box","text":"Because a significant portion of the municipal securities issued and outstanding are insured by a small number of insurance","page_number":19,"box":{"x":89,"y":361,"width":866,"height":13}},{"id":"0e470e61-3755-408c-bb3f-a1574e08b8c7","block_type":"box","text":"companies, an event involving one or more of these insurance companies could have a significant adverse effect on the value","page_number":19,"box":{"x":89,"y":376,"width":875,"height":13}},{"id":"45b22149-5b78-4608-9d8a-bf3ab000bb10","block_type":"box","text":"of the securities insured by that insurance company and on the municipal markets as a whole.","page_number":19,"box":{"x":89,"y":392,"width":657,"height":12}},{"id":"eb4caa1e-a24b-458b-a18a-c80bcce6c248","block_type":"box","text":"Certain significant providers of insurance for municipal securities have recently incurred significant losses as a result of","page_number":19,"box":{"x":89,"y":418,"width":832,"height":12}},{"id":"1524a233-4644-47ce-a5a9-26d08ee3a127","block_type":"box","text":"exposure to sub-prime mortgages and other lower credit quality investments that have experienced recent defaults or","page_number":19,"box":{"x":89,"y":433,"width":825,"height":13}},{"id":"1bb9b215-92c6-4744-a15b-ba2fda0ffd12","block_type":"box","text":"otherwise suffered extreme credit deterioration. As a result, such losses have reduced the insurers’ capital and called into","page_number":19,"box":{"x":89,"y":448,"width":845,"height":13}},{"id":"d01b97b3-5731-4880-a80b-0bec821e2b84","block_type":"box","text":"question their continued ability to perform their obligations under such insurance if they are called upon to do so in the","page_number":19,"box":{"x":89,"y":463,"width":835,"height":13}},{"id":"0a27685b-74a5-41b0-9d07-5d2388e90714","block_type":"box","text":"future. While an insured municipal security will typically be deemed to have the rating of its insurer, if the insurer of a","page_number":19,"box":{"x":88,"y":479,"width":817,"height":12}},{"id":"551439ff-e68c-40da-a2dd-8653b3eb9208","block_type":"box","text":"municipal security suffers a downgrade in its credit rating or if the market discounts the value of the insurance provided by","page_number":19,"box":{"x":89,"y":494,"width":857,"height":12}},{"id":"dd105f0c-008e-4263-bf3e-1929d725ed50","block_type":"box","text":"the insurer, the value of the municipal security would be more, if not entirely, dependent on the rating of the municipal","page_number":19,"box":{"x":88,"y":509,"width":827,"height":12}},{"id":"c9345fda-89b4-4651-bc46-9e59c3553c94","block_type":"box","text":"security independent of insurance.","page_number":19,"box":{"x":89,"y":524,"width":241,"height":12}},{"id":"e72282ca-3ad0-4eb5-b9ad-4a0601288eb8","block_type":"box","text":"Municipal Market Disruption Risk.","page_number":19,"box":{"x":89,"y":550,"width":245,"height":13}},{"id":"8621538d-ad8a-4ed0-baef-d098c0f07a2d","block_type":"box","text":"The value of municipal securities may be affected by uncertainties in the municipal","page_number":19,"box":{"x":343,"y":550,"width":577,"height":13}},{"id":"9f232add-d497-44f6-a792-3e3fc6de1674","block_type":"box","text":"market related to legislation or litigation involving the taxation of municipal securities or the rights of municipal securities","page_number":19,"box":{"x":89,"y":565,"width":849,"height":13}},{"id":"6c1516ce-df5f-4631-aa1b-1e41aacb1839","block_type":"box","text":"holders in the event of a bankruptcy. Proposals to restrict or eliminate the U.S. federal income tax exemption for interest on","page_number":19,"box":{"x":89,"y":581,"width":859,"height":12}},{"id":"c1da6e1f-e78a-426c-8653-0ff21a327f28","block_type":"box","text":"municipal securities are introduced before the U.S. Congress from time to time. Proposals also may be introduced before","page_number":19,"box":{"x":89,"y":596,"width":842,"height":12}},{"id":"7ff5d481-c25b-43d6-9f43-14bbbc603d80","block_type":"box","text":"state legislatures that would affect the state tax treatment of a municipal fund’s distributions. If such proposals were enacted,","page_number":19,"box":{"x":89,"y":611,"width":878,"height":12}},{"id":"92fec6cb-96fd-4466-9c42-dabf39bfa5fa","block_type":"box","text":"the availability of municipal securities and the value of a Fund’s holdings would be affected, and the Trustees would","page_number":19,"box":{"x":88,"y":626,"width":808,"height":12}},{"id":"f29f5fc6-4f1c-46a7-9bfc-d6af134f7cd8","block_type":"box","text":"reevaluate the Fund’s investment objective and policies. Municipal bankruptcies are relatively rare, and certain provisions of","page_number":19,"box":{"x":89,"y":641,"width":863,"height":12}},{"id":"3fcad774-2266-49c5-8978-7bb0e8ce8e09","block_type":"box","text":"the U.S. Bankruptcy Code governing such bankruptcies are unclear and remain untested. In many cases, there may be no","page_number":19,"box":{"x":88,"y":656,"width":847,"height":13}},{"id":"f1f60dfd-2173-4e2b-a358-7f287b6d71a8","block_type":"box","text":"bankruptcy proceedings available to handle claims in the face of a municipal issuer’s default or insolvency. Although the","page_number":19,"box":{"x":89,"y":671,"width":839,"height":13}},{"id":"4063ff51-d510-4607-a6fc-8cca10acaa0c","block_type":"box","text":"issuers of the majority of the bonds targeted for investment by each Fund is expected to have a comparatively higher credit","page_number":19,"box":{"x":89,"y":686,"width":861,"height":13}},{"id":"35b72da1-aa52-4c3c-9000-495c9712c04c","block_type":"box","text":"rating than municipal bond issuers that have defaulted on their obligations, there can be no assurance that those issuers will","page_number":19,"box":{"x":89,"y":702,"width":870,"height":12}},{"id":"62bb6434-9c73-4031-95b9-263563347713","block_type":"box","text":"not default. Further, the application of state law to municipal issuers could produce varying results among the states or","page_number":19,"box":{"x":89,"y":717,"width":833,"height":12}},{"id":"725b067a-7816-4d0b-8f83-b9a43d28bd1c","block_type":"box","text":"among municipal securities issuers within a state. These legal uncertainties could affect the municipal securities market","page_number":19,"box":{"x":89,"y":732,"width":838,"height":12}},{"id":"1b5b1f05-bb0b-4573-9f05-79a62c079f24","block_type":"box","text":"generally, certain specific segments of the market, or the relative credit quality of particular securities. Any of these effects","page_number":19,"box":{"x":89,"y":747,"width":851,"height":12}},{"id":"ddbce62a-8edb-41b6-a532-b932175ccab4","block_type":"box","text":"could have a significant impact on the prices of some or all of the municipal securities held by a Fund.","page_number":19,"box":{"x":89,"y":762,"width":710,"height":12}},{"id":"c2aca304-c85c-41ee-87b4-4c035b102d8f","block_type":"box","text":"Municipal Securities.","page_number":19,"box":{"x":89,"y":788,"width":149,"height":13}},{"id":"6ef6e684-b396-41fe-b2d4-36fa8b2f23a8","block_type":"box","text":"The Funds invest in securities issued in the U.S. market by U.S. states and territories, municipalities and","page_number":19,"box":{"x":247,"y":788,"width":719,"height":13}},{"id":"65869b44-e14b-4801-922e-bad3f729a67f","block_type":"box","text":"other political subdivisions, agencies, authorities and instrumentalities of states and multi-state agencies or authorities","page_number":19,"box":{"x":89,"y":804,"width":831,"height":12}},{"id":"c818b45d-9ed6-4578-b07f-dbb831f476b7","block_type":"box","text":"(“municipal securities”), the interest payments of which are not subject to U.S. federal income tax. The municipal securities","page_number":19,"box":{"x":89,"y":819,"width":860,"height":12}},{"id":"ab70f624-93e4-4f18-9b3e-7477ef02fff1","block_type":"box","text":"which the Funds may purchase include general obligation bonds and limited obligation bonds (or “Revenue Bonds”),","page_number":19,"box":{"x":88,"y":834,"width":818,"height":12}},{"id":"7a9357f6-682d-4471-8077-07303ed7afa5","block_type":"box","text":"including industrial development bonds issued pursuant to former U.S. federal tax law.","page_number":19,"box":{"x":89,"y":849,"width":603,"height":12}},{"id":"64d954b9-4b1e-4454-bd90-a50d1f057505","block_type":"box","text":"10","page_number":19,"box":{"x":521,"y":894,"width":15,"height":9}},{"id":"9f932947-ac8e-436a-a7e9-05116c119516","block_type":"box","text":"General obligation bonds are obligations involving the credit of an issuer possessing taxing power and are payable from such","page_number":20,"box":{"x":89,"y":44,"width":873,"height":12}},{"id":"0b65740d-5d07-4b5e-ac0b-e9b2436a1724","block_type":"box","text":"issuer’s general revenues and not from any particular source. Revenue Bonds are payable only from the revenues derived","page_number":20,"box":{"x":89,"y":59,"width":842,"height":12}},{"id":"a3919959-bd22-458d-9df2-5c247153add5","block_type":"box","text":"from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue","page_number":20,"box":{"x":88,"y":74,"width":871,"height":12}},{"id":"729e7112-d3d4-4df7-8d10-4033aa3dbe76","block_type":"box","text":"source. Revenue Bonds that are issued to finance a particular project often depend on revenues from that project to make","page_number":20,"box":{"x":89,"y":89,"width":851,"height":13}},{"id":"30f44aa0-2c74-43ec-8e25-f25b13ecc5ad","block_type":"box","text":"principal and interest payments. Adverse conditions and developments affecting a particular project can result in lower","page_number":20,"box":{"x":89,"y":104,"width":831,"height":13}},{"id":"3cc965ad-cee1-4f38-bf23-8dc2d4401309","block_type":"box","text":"revenues to the issuer of the municipal securities. Additionally, the market values of Revenue Bonds may decline in times of","page_number":20,"box":{"x":89,"y":119,"width":862,"height":13}},{"id":"87a26e5f-ece8-4ed6-9f8e-c3564f8e79ec","block_type":"box","text":"higher inflation to the extent that revenues are fixed income streams. In other instances, the prices that certain Revenue Bond","page_number":20,"box":{"x":89,"y":135,"width":878,"height":12}},{"id":"f88ecb75-9024-4c8c-8e55-91fa765ff14f","block_type":"box","text":"issuers are able to charge users of their assets may be linked to inflation, whether by government regulation, contractual","page_number":20,"box":{"x":89,"y":150,"width":841,"height":12}},{"id":"d4d96e7d-baea-4284-912e-f8f7afbac641","block_type":"box","text":"arrangement or other factors. In this case, changes in the rate of inflation may affect the issuer’s revenues. Additionally, rising","page_number":20,"box":{"x":89,"y":165,"width":876,"height":12}},{"id":"1d52b952-3229-4327-909b-09ab0339e503","block_type":"box","text":"interest rates could result in higher costs of capital for issuers of both general obligation bonds and Revenue Bonds, which","page_number":20,"box":{"x":89,"y":180,"width":855,"height":12}},{"id":"21bcfb38-409a-47f0-a23e-e11a857a34f2","block_type":"box","text":"could negatively impact their ability to meet payment obligations.","page_number":20,"box":{"x":89,"y":195,"width":458,"height":12}},{"id":"b55acf27-0549-4e0d-a608-b569a532d42c","block_type":"box","text":"The market for municipal bonds may be less liquid than for taxable bonds. This means that it may be harder to buy and sell","page_number":20,"box":{"x":88,"y":222,"width":862,"height":12}},{"id":"85e7b002-a088-4629-bd0a-5a0acc478000","block_type":"box","text":"municipal securities, especially on short notice, than non-municipal securities. In addition, the municipal securities market is","page_number":20,"box":{"x":89,"y":237,"width":869,"height":12}},{"id":"2af2a6fa-84c9-4e54-8e77-cfca148c222c","block_type":"box","text":"generally characterized as a buy and hold investment strategy. As a result, the accessibility of municipal securities in the","page_number":20,"box":{"x":89,"y":252,"width":836,"height":12}},{"id":"1ae63bf1-2624-4e3d-8108-c5712e216449","block_type":"box","text":"market is generally greater closer to the original date of issue of the securities and lessens as the securities move further","page_number":20,"box":{"x":89,"y":267,"width":840,"height":12}},{"id":"65dd1ca6-7351-428d-92da-44533cc5ac38","block_type":"box","text":"away from such issuance date.","page_number":20,"box":{"x":89,"y":282,"width":214,"height":12}},{"id":"97eb0c97-0818-4da8-9f5a-487e408aa22d","block_type":"box","text":"Some longer-term municipal securities give the investor the right to “put” or sell the security at par (face value) within a","page_number":20,"box":{"x":88,"y":308,"width":839,"height":13}},{"id":"e8bac726-16d1-43c5-9b69-9359e3dc898e","block_type":"box","text":"specified number of days following the investor’s request - usually one to seven days. This demand feature enhances a","page_number":20,"box":{"x":89,"y":324,"width":829,"height":12}},{"id":"f0c784b4-39b9-4251-8e95-b143caa711c4","block_type":"box","text":"security’s liquidity by shortening its effective maturity and enables it to trade at a price equal to or very close to par. If a","page_number":20,"box":{"x":89,"y":339,"width":829,"height":12}},{"id":"dff43305-2fff-4b24-879f-0152fb61e3d8","block_type":"box","text":"demand feature terminates prior to being exercised, a Fund would hold the longer-term security, which could experience","page_number":20,"box":{"x":89,"y":354,"width":846,"height":12}},{"id":"db927a02-d8c0-463c-9eeb-a86641167287","block_type":"box","text":"substantially more volatility.","page_number":20,"box":{"x":89,"y":369,"width":193,"height":12}},{"id":"91d19a03-30d1-4ce7-b27c-b1c086e999ff","block_type":"box","text":"Municipal securities are subject to credit and market risk. Generally, prices of higher quality issues tend to fluctuate more","page_number":20,"box":{"x":89,"y":395,"width":845,"height":13}},{"id":"bdb181d3-4bdc-4e0f-b8df-7bdc5fe627ab","block_type":"box","text":"with changes in market interest rates than prices of lower quality issues and prices of longer maturity issues tend to fluctuate","page_number":20,"box":{"x":88,"y":410,"width":878,"height":13}},{"id":"1de1f2a6-3f5b-40ca-9535-efe9bb1e9773","block_type":"box","text":"more than prices of shorter maturity issues.","page_number":20,"box":{"x":89,"y":426,"width":305,"height":12}},{"id":"df5aefd3-9011-4857-9ed6-73523827503d","block_type":"box","text":"Prices and yields on municipal securities are dependent on a variety of factors, including general money-market conditions,","page_number":20,"box":{"x":89,"y":452,"width":863,"height":12}},{"id":"07973a60-18a6-4dea-9a6d-c4b41cac1d2e","block_type":"box","text":"the financial condition of the issuer, general conditions of the municipal security market, the size of a particular offering, the","page_number":20,"box":{"x":88,"y":467,"width":866,"height":13}},{"id":"3b7516fe-98de-441f-b55c-71e3628b360b","block_type":"box","text":"maturity of the obligation and the rating of the issue. A number of these factors, including the ratings of particular issues, are","page_number":20,"box":{"x":89,"y":482,"width":875,"height":13}},{"id":"631f6bc3-0982-4ec2-9b82-4395359b9fe0","block_type":"box","text":"subject to change from time to time. Information about the financial condition of an issuer of municipal securities may not","page_number":20,"box":{"x":89,"y":497,"width":858,"height":13}},{"id":"d8fbf627-1c61-4800-9b26-1d6b66d46110","block_type":"box","text":"be as extensive as that which is made available by corporations whose securities are publicly-traded. As a result, municipal","page_number":20,"box":{"x":89,"y":513,"width":856,"height":12}},{"id":"ac227cfd-7ac5-4650-bd27-8e687e6dbe07","block_type":"box","text":"securities may be more difficult to value than securities of public corporations.","page_number":20,"box":{"x":89,"y":528,"width":547,"height":12}},{"id":"837bc4c9-7d83-4303-bd79-79afb1cde552","block_type":"box","text":"Obligations of issuers of municipal securities are subject to insolvency concerns and, unlike obligations of corporate issuers,","page_number":20,"box":{"x":89,"y":554,"width":867,"height":12}},{"id":"76b779c6-8ead-4d30-b973-19faa0174ef7","block_type":"box","text":"may not be subject to resolution in the event of insolvency or default through a bankruptcy proceeding. The U.S. Congress or","page_number":20,"box":{"x":89,"y":569,"width":875,"height":13}},{"id":"001f7fd9-d930-4d6e-8a87-6301599c2467","block_type":"box","text":"state legislatures may seek to extend the time for payment of principal or interest, or both, or to impose other constraints","page_number":20,"box":{"x":89,"y":584,"width":848,"height":13}},{"id":"e0d05037-3b74-46c7-94bd-c1786d6dba8a","block_type":"box","text":"upon enforcement of such obligations. In addition, municipal securities are subject to the risk that their tax treatment could","page_number":20,"box":{"x":89,"y":599,"width":864,"height":13}},{"id":"8e8c7001-e158-4f57-8818-6e51b6ddae19","block_type":"box","text":"be changed, thereby affecting the value of outstanding municipal securities. There is also the possibility that as a result of","page_number":20,"box":{"x":89,"y":615,"width":850,"height":12}},{"id":"3631f374-2d91-4530-866d-deef04858f6c","block_type":"box","text":"litigation or other conditions, such as passing of a referendum, the power or ability of issuers to meet their obligations for the","page_number":20,"box":{"x":89,"y":630,"width":876,"height":12}},{"id":"46f1ab9f-7441-4dc0-bcab-ff7102365f93","block_type":"box","text":"payment of interest and principal on their municipal securities may be materially affected or their obligations may be found","page_number":20,"box":{"x":89,"y":645,"width":860,"height":12}},{"id":"fc236d62-26cf-4b94-8354-47d91d063635","block_type":"box","text":"to be invalid or unenforceable. Such litigation or conditions may from time to time have the effect of introducing","page_number":20,"box":{"x":88,"y":660,"width":785,"height":12}},{"id":"1d002472-3265-4997-9175-8ee17e5001fb","block_type":"box","text":"uncertainties in the market for municipal securities or certain segments thereof, or of materially affecting the credit risk with","page_number":20,"box":{"x":89,"y":675,"width":867,"height":12}},{"id":"7f97746e-4e96-47b6-ba95-637097369df6","block_type":"box","text":"respect to particular bonds. Adverse economic, business, legal or political developments might affect all or a substantial","page_number":20,"box":{"x":89,"y":690,"width":837,"height":13}},{"id":"bc77c02d-d6d9-41ef-abaf-db2480d12f71","block_type":"box","text":"portion of a Fund’s municipal securities in the same manner.","page_number":20,"box":{"x":89,"y":705,"width":422,"height":13}},{"id":"b1e92f08-1312-48bc-afc3-964dd49cd352","block_type":"box","text":"Additionally, certain municipal securities are issued by entities dependent on revenue from a particular sector and thus are","page_number":20,"box":{"x":88,"y":732,"width":855,"height":12}},{"id":"18266531-accf-45ec-9442-4fc24ae09b5b","block_type":"box","text":"subject to the specific risks associated with that sector. These sectors are described in more detail below.","page_number":20,"box":{"x":89,"y":747,"width":733,"height":12}},{"id":"3ebe4ae2-4f53-43b1-8f65-8822fd219c59","block_type":"box","text":"Risk of Investing in Health Care-Related Municipal Securities.","page_number":20,"box":{"x":88,"y":773,"width":423,"height":13}},{"id":"5248b832-496c-47d1-bc37-6c0575d4241b","block_type":"box","text":"Changes to state or federal policy tied to health care services","page_number":20,"box":{"x":517,"y":773,"width":425,"height":13}},{"id":"4dcc92bc-8b4c-4392-9806-174a232aa9ff","block_type":"box","text":"could adversely affect the value of municipal securities backed by revenue from public hospitals and other health care","page_number":20,"box":{"x":89,"y":788,"width":822,"height":13}},{"id":"4683b774-5d71-40ad-91ed-7582a0f83668","block_type":"box","text":"facilities. Regulatory changes that govern cost reimbursements to health care providers under government-funded programs","page_number":20,"box":{"x":88,"y":804,"width":875,"height":12}},{"id":"65f410cb-2288-4ccc-a4ba-998f030aa041","block_type":"box","text":"such as Medicare and Medicaid, including policies that award exclusive contracts to certain hospitals, may adversely affect","page_number":20,"box":{"x":89,"y":819,"width":857,"height":12}},{"id":"b5c87dc2-4cbc-4392-a2df-e9cf397371d2","block_type":"box","text":"the revenue streams backing certain municipal securities. Additionally, the expansion of healthcare facilities by some issuers","page_number":20,"box":{"x":88,"y":834,"width":868,"height":12}},{"id":"f526ee8e-af77-463e-b535-e570b2daec78","block_type":"box","text":"may be subject to “determinations of need” by various regulators or other authorities. This process not only generally","page_number":20,"box":{"x":89,"y":849,"width":821,"height":12}},{"id":"2f9ea50d-a32b-43b8-a5aa-08c4bfca9d21","block_type":"box","text":"increases the time and expenses such expansions entail, but also makes expansion plans uncertain, thus potentially limiting","page_number":20,"box":{"x":89,"y":864,"width":865,"height":12}},{"id":"d636fd69-b442-4a2c-8639-c7c5b6dc9891","block_type":"box","text":"11","page_number":20,"box":{"x":522,"y":894,"width":11,"height":9}},{"id":"86f56d26-865e-4dcf-b731-6fb4fa6ad35d","block_type":"box","text":"the revenue and growth of healthcare facility operators. Moreover, local, state and federal governmental bodies are under","page_number":21,"box":{"x":88,"y":44,"width":849,"height":12}},{"id":"fa5816ee-4d3c-4178-9048-9b184e026235","block_type":"box","text":"increasing pressure to reduce medical spending and control healthcare costs, which could both adversely affect regulatory","page_number":21,"box":{"x":89,"y":59,"width":858,"height":12}},{"id":"f07f6a75-6613-4e27-8e40-4f4ae6e36da1","block_type":"box","text":"processes and public funding available for healthcare services and facilities. The value of healthcare-related municipal","page_number":21,"box":{"x":89,"y":74,"width":822,"height":12}},{"id":"dd18f584-a187-4edc-96f0-103de099f63d","block_type":"box","text":"securities could also be affected by a variety of other factors that impact the underlying healthcare facilities including","page_number":21,"box":{"x":89,"y":89,"width":817,"height":13}},{"id":"c40f98f1-3367-4b06-97c7-4b5be65db854","block_type":"box","text":"demand for services, the ability of the health care facility to provide the services required, competition with other facilities,","page_number":21,"box":{"x":89,"y":104,"width":853,"height":13}},{"id":"b0f7da53-a0fa-421f-8f5a-0dd5964292bc","block_type":"box","text":"and expenses (such as malpractice insurance premiums).","page_number":21,"box":{"x":89,"y":119,"width":402,"height":13}},{"id":"be13c904-b929-448f-bb46-ba371ea10596","block_type":"box","text":"Risk of Investing in Infrastructure-Related Municipal Securities.","page_number":21,"box":{"x":88,"y":146,"width":436,"height":12}},{"id":"eb5a55b2-3317-49d1-8679-9167ab7a2fc1","block_type":"box","text":"Entities that issue municipal securities related to infrastructure","page_number":21,"box":{"x":530,"y":146,"width":436,"height":12}},{"id":"753f1bfd-b87b-46d5-b0e6-d595ffc558cd","block_type":"box","text":"(“infrastructure issuers”) may be subject to a variety of factors that could adversely affect their capacity to make principal","page_number":21,"box":{"x":89,"y":161,"width":849,"height":12}},{"id":"be4daf9f-b09e-4aeb-aa49-864cb8f23161","block_type":"box","text":"and interest payments, such as high interest costs in connection with capital construction programs, high degrees of","page_number":21,"box":{"x":89,"y":176,"width":819,"height":13}},{"id":"acaf2597-3051-4b1b-a95d-649017b79741","block_type":"box","text":"leverage, costs associated with governmental, environmental and other regulations, the effects of economic slowdowns,","page_number":21,"box":{"x":89,"y":191,"width":841,"height":13}},{"id":"829d1c62-d339-4357-a276-afaaacb206ba","block_type":"box","text":"increased competition from other providers of services, uncertainties concerning costs, the level of government spending on","page_number":21,"box":{"x":89,"y":206,"width":871,"height":13}},{"id":"70c84676-5fb4-4be4-bbcc-4a234b0d8d65","block_type":"box","text":"infrastructure projects, and other factors. Such issuers may be adversely affected by commodity price volatility, changes in","page_number":21,"box":{"x":89,"y":222,"width":854,"height":12}},{"id":"87e2ec73-7ca4-4e71-861d-e7e3238526d2","block_type":"box","text":"exchange rates, import controls, depletion of resources, technological developments, and labor relations. Infrastructure","page_number":21,"box":{"x":89,"y":237,"width":834,"height":12}},{"id":"9081d58e-37d3-493e-b511-a7d283950d72","block_type":"box","text":"issuers can be significantly affected by government spending policies.","page_number":21,"box":{"x":89,"y":252,"width":486,"height":12}},{"id":"c9281c77-04b9-4450-aa8d-af376d204a6f","block_type":"box","text":"Leverage Risk.","page_number":21,"box":{"x":103,"y":272,"width":97,"height":12}},{"id":"bf92dac6-13b9-4af2-9b02-69bd8f53cba6","block_type":"box","text":"Infrastructure issuers can be highly indebted, which increases investment risk and other risks normally","page_number":21,"box":{"x":207,"y":272,"width":717,"height":12}},{"id":"8259e371-b14d-4ad6-aa65-a2ff12d1392e","block_type":"box","text":"associated with debt financing, which could adversely affect such an issuer’s operations and the market value of related","page_number":21,"box":{"x":103,"y":287,"width":839,"height":12}},{"id":"f80f9e26-1ee0-4b89-9dd9-b207a8c7b858","block_type":"box","text":"municipal securities in periods of rising interest rates.","page_number":21,"box":{"x":104,"y":302,"width":371,"height":12}},{"id":"1ccedb50-b5a8-423a-8424-15dcf1100073","block_type":"box","text":"Operations Risk.","page_number":21,"box":{"x":103,"y":322,"width":112,"height":13}},{"id":"d158da75-44a0-4922-b07f-45acc76a36cd","block_type":"box","text":"The failure of an infrastructure issuer to carry adequate insurance or to operate its assets appropriately","page_number":21,"box":{"x":221,"y":322,"width":720,"height":13}},{"id":"8a89b908-d15b-4772-a4eb-651dfdb4494c","block_type":"box","text":"could lead to significant losses. Infrastructure may be adversely affected by environmental clean-up costs and catastrophic","page_number":21,"box":{"x":103,"y":337,"width":859,"height":13}},{"id":"0065aa4d-fc0f-40dd-a75d-2488c5683db9","block_type":"box","text":"events such as earthquakes, hurricanes and terrorist acts.","page_number":21,"box":{"x":103,"y":353,"width":402,"height":12}},{"id":"864590f4-ca90-408c-bd6c-9bcd279b6a24","block_type":"box","text":"Regulatory Risk.","page_number":21,"box":{"x":103,"y":373,"width":110,"height":12}},{"id":"96fc2ce4-ba1f-4870-b090-5ee2bdf05744","block_type":"box","text":"Infrastructure projects may be subject to significant regulation by various governmental authorities and","page_number":21,"box":{"x":220,"y":373,"width":723,"height":12}},{"id":"8a909aaa-cf26-48a0-9c9e-6ee3fa32ba7e","block_type":"box","text":"also may be affected by regulation of rates charged to customers, service interruption due to environmental, operational or","page_number":21,"box":{"x":103,"y":388,"width":861,"height":12}},{"id":"d07c35a8-d4fb-4d60-a51e-37fc8c4184a8","block_type":"box","text":"other events, the imposition of special tariffs and changes in tax laws, regulatory policies and accounting standards.","page_number":21,"box":{"x":103,"y":403,"width":811,"height":12}},{"id":"0727ce11-e016-4b72-9af8-b5e0fa32bf81","block_type":"box","text":"Strategic Asset Risk.","page_number":21,"box":{"x":103,"y":423,"width":140,"height":12}},{"id":"52eceb59-8940-47ee-8da5-233d2c08ae1a","block_type":"box","text":"Infrastructure issuers may control significant strategic assets (e.g., major pipelines or highways),","page_number":21,"box":{"x":249,"y":423,"width":674,"height":12}},{"id":"df74836f-e7b5-45f0-b6e1-ee0e267eead4","block_type":"box","text":"which are assets that have a national or regional profile, and may have monopolistic characteristics. Given their national or","page_number":21,"box":{"x":103,"y":438,"width":858,"height":13}},{"id":"4387ed9a-0d78-4cc7-8a14-64af2c582eb3","block_type":"box","text":"regional profile or irreplaceable nature, strategic assets could generate additional risk not common in other industry","page_number":21,"box":{"x":104,"y":453,"width":811,"height":13}},{"id":"6a889701-0f96-4e78-b696-adeb54cb4ad9","block_type":"box","text":"sectors and they may be targeted for terrorist acts or adverse political actions.","page_number":21,"box":{"x":103,"y":468,"width":545,"height":13}},{"id":"d7d83fe5-0f5d-4a4f-a1db-8b5d9e0b9e69","block_type":"box","text":"User Risk.","page_number":21,"box":{"x":104,"y":489,"width":65,"height":9}},{"id":"a46adc9d-3fb6-4b77-9a62-b9c04e57b2ba","block_type":"box","text":"Infrastructure issuers can be dependent upon a narrow user base. If these users do not patronize infrastructure","page_number":21,"box":{"x":176,"y":489,"width":775,"height":12}},{"id":"6a4d1849-1973-479c-a586-7708e38c0ba0","block_type":"box","text":"projects as expected, significant revenues could be lost and may not be replaceable, in which case infrastructure issuers","page_number":21,"box":{"x":103,"y":504,"width":838,"height":12}},{"id":"b2d4d76a-20f4-4244-befe-c9288118b801","block_type":"box","text":"may fail to pay their obligations.","page_number":21,"box":{"x":104,"y":519,"width":222,"height":12}},{"id":"8f35c73c-00a2-4c14-adc8-310d68b7d2c5","block_type":"box","text":"Risk of Investing in Municipal Securities Issued By School Districts.","page_number":21,"box":{"x":88,"y":545,"width":459,"height":13}},{"id":"78953099-5319-4f0a-a959-d52a71eb26d6","block_type":"box","text":"School districts rely, in part, on funding appropriations","page_number":21,"box":{"x":553,"y":545,"width":379,"height":13}},{"id":"3b7345c6-a505-49ba-bfbf-e1c25f358c89","block_type":"box","text":"from, among others, the federal government and state governments. As a result, municipal securities issued by school","page_number":21,"box":{"x":88,"y":560,"width":826,"height":13}},{"id":"667d2db4-aab4-473f-ba31-e00b0bdc43ad","block_type":"box","text":"districts may be adversely affected by political and economic changes at the state or federal levels, such as decreased tax or","page_number":21,"box":{"x":89,"y":576,"width":865,"height":12}},{"id":"656b7742-baef-4070-9ee6-17bd484fb23f","block_type":"box","text":"other revenues, spending reductions or changes in appropriations. Investors in these securities, similar to investors in","page_number":21,"box":{"x":89,"y":591,"width":819,"height":12}},{"id":"026802d0-eee7-4522-bb01-4abf227a43e6","block_type":"box","text":"municipal securities generally, face heightened risk of loss upon insolvency of the school district issuers because there is","page_number":21,"box":{"x":89,"y":606,"width":840,"height":12}},{"id":"cdfecd53-d064-4978-b802-1a24ee944de8","block_type":"box","text":"often no ready source of funding to pay the bonds other than the local tax base, which a bankruptcy court or administrator","page_number":21,"box":{"x":89,"y":621,"width":862,"height":12}},{"id":"fdbe57a6-9ede-4047-8750-7d0e7277b352","block_type":"box","text":"does not control.","page_number":21,"box":{"x":89,"y":636,"width":117,"height":10}},{"id":"bfc282f0-eb1c-40ca-a883-e875da17136e","block_type":"box","text":"Risk of Investing in Transportation Infrastructure-Related Municipal Securities.","page_number":21,"box":{"x":88,"y":662,"width":543,"height":13}},{"id":"f39d8686-2022-4605-8e72-a5d5dba277d7","block_type":"box","text":"The transportation infrastructure industry may","page_number":21,"box":{"x":637,"y":662,"width":327,"height":13}},{"id":"35e931fc-3a11-4ca8-9b6d-78c537b20967","block_type":"box","text":"be adversely affected by economic changes, increases in fuel and other operating costs, labor relations, insurance costs, and,","page_number":21,"box":{"x":89,"y":678,"width":872,"height":12}},{"id":"c46da8cd-5e6c-43b2-a7ef-c280bd626df3","block_type":"box","text":"in many jurisdictions, the effects of regulatory changes or other government decisions. Municipal securities that are issued to","page_number":21,"box":{"x":89,"y":693,"width":876,"height":12}},{"id":"9770f784-31c9-4c81-b6ec-88171fefe306","block_type":"box","text":"finance a particular transportation project (e.g., toll roads) often depend on revenues from that project to make principal and","page_number":21,"box":{"x":88,"y":708,"width":873,"height":12}},{"id":"978e1511-673f-40f1-a234-707b2cbcc5ad","block_type":"box","text":"interest payments.","page_number":21,"box":{"x":89,"y":724,"width":128,"height":11}},{"id":"33f97118-dd72-4213-b02e-7bb7c847154b","block_type":"box","text":"Risk of Investing in Utility-Related Municipal Securities.","page_number":21,"box":{"x":88,"y":749,"width":380,"height":13}},{"id":"da3b4bfd-df63-46a3-b49e-2508ace620ba","block_type":"box","text":"Certain municipal securities are issued by public bodies, including","page_number":21,"box":{"x":475,"y":749,"width":458,"height":13}},{"id":"3bb0c80b-e5a4-4349-ba94-6e8b7fc98327","block_type":"box","text":"state and municipal utility authorities, to, among other things, finance the operation or expansion of utility entities. Various","page_number":21,"box":{"x":89,"y":765,"width":859,"height":12}},{"id":"31a101eb-2c07-4f62-a944-09fd843d9fe4","block_type":"box","text":"future economic and other conditions may adversely affect utility entities, including inflation, increases in financing","page_number":21,"box":{"x":88,"y":780,"width":806,"height":12}},{"id":"790a461d-d31c-4b64-8d2e-2606a4a7b6c3","block_type":"box","text":"requirements, increases in raw material costs and other operating costs, changes in demand for services and the effects of","page_number":21,"box":{"x":89,"y":795,"width":857,"height":12}},{"id":"c71d905c-0828-4547-9d74-84e51ba91da6","block_type":"box","text":"environmental and other governmental regulations. Certain utilities are subject to specific risks. For example, gas utilities are","page_number":21,"box":{"x":89,"y":810,"width":869,"height":12}},{"id":"62f5a0c2-505b-44ce-a25f-25b6eb6b8548","block_type":"box","text":"subject to risks of supply conditions and increased competition from other providers of utility services. In addition, gas","page_number":21,"box":{"x":89,"y":825,"width":828,"height":12}},{"id":"c250f4e2-98f6-42e3-8ef6-7f572790a951","block_type":"box","text":"12","page_number":21,"box":{"x":521,"y":894,"width":15,"height":9}},{"id":"ea19daa7-2fde-4a78-b599-d42515121d5a","block_type":"box","text":"utilities are affected by gas prices, which may be magnified to the extent that a gas utility enters into long-term contracts for","page_number":22,"box":{"x":89,"y":44,"width":871,"height":12}},{"id":"9c517959-7a2c-453a-9672-64d81867e20c","block_type":"box","text":"the purchase or sale of gas at a fixed price, since such prices may change significantly and to the disadvantage of the gas","page_number":22,"box":{"x":88,"y":59,"width":849,"height":12}},{"id":"9032cecf-79d2-4f74-87e4-25e750410d05","block_type":"box","text":"utility.","page_number":22,"box":{"x":89,"y":74,"width":40,"height":12}},{"id":"66dd7b62-e099-41c4-a95f-3f67c8fcc28f","block_type":"box","text":"The types of municipal securities in which the Funds may invest include, but are not limited, to the following:","page_number":22,"box":{"x":88,"y":101,"width":762,"height":12}},{"id":"530da0d1-89ee-4e34-beb3-d3c6e78fa177","block_type":"box","text":"Industrial Development Bonds","page_number":22,"box":{"x":88,"y":127,"width":210,"height":12}},{"id":"1239cbcc-fe74-4a4b-a8ba-468cd2b19e2b","block_type":"box","text":"Industrial development bonds generally are also Revenue Bonds and thus are not payable from the issuer’s general revenues.","page_number":22,"box":{"x":89,"y":153,"width":871,"height":13}},{"id":"fa07a556-2dd3-40c0-b8bf-a655d8640dd9","block_type":"box","text":"The credit and quality of industrial development bonds are usually related to the credit of the corporate user of the facilities.","page_number":22,"box":{"x":88,"y":169,"width":867,"height":12}},{"id":"c182776c-9600-4f56-8641-56e81bf2ef0c","block_type":"box","text":"Payment of interest on and repayment of principal of such bonds is the responsibility of the corporate user (and/or any","page_number":22,"box":{"x":89,"y":184,"width":834,"height":12}},{"id":"e20f1a8f-3b0b-4227-8192-849b1402af93","block_type":"box","text":"guarantor).","page_number":22,"box":{"x":89,"y":199,"width":78,"height":12}},{"id":"ae11d11c-ab59-42e0-9d0e-ec67e6e0c2ba","block_type":"box","text":"Private Activity Bonds","page_number":22,"box":{"x":88,"y":225,"width":151,"height":13}},{"id":"e1fcbeed-eaf8-4c21-bc12-0bcac8fd6754","block_type":"box","text":"The Funds may invest in private activity bonds, which are bonds issued by or on behalf of public authorities to obtain funds","page_number":22,"box":{"x":88,"y":252,"width":862,"height":12}},{"id":"0ba1a24b-c14c-4113-8223-0b1d0c1a228c","block_type":"box","text":"to provide privately operated housing facilities, airport, mass transit or port facilities, sewage disposal, solid waste disposal or","page_number":22,"box":{"x":88,"y":267,"width":875,"height":12}},{"id":"51010d78-261f-4112-8989-9dd860bca11d","block_type":"box","text":"hazardous waste treatment or disposal facilities and certain local facilities for water supply, gas or electricity. Other types of","page_number":22,"box":{"x":89,"y":282,"width":862,"height":12}},{"id":"9dd22269-ec58-438c-8be2-5d9c09321906","block_type":"box","text":"private activity bonds, the proceeds of which are used for the construction, equipment, repair or improvement of privately","page_number":22,"box":{"x":89,"y":297,"width":852,"height":12}},{"id":"1db4f677-76ce-4bc5-8abb-a4edea9a68e9","block_type":"box","text":"operated industrial or commercial facilities, may constitute municipal securities, although the current U.S. federal tax laws","page_number":22,"box":{"x":89,"y":312,"width":852,"height":13}},{"id":"0341d97d-ba39-4e71-b92e-86617d3b5cb1","block_type":"box","text":"place substantial limitations on the size of such issues.","page_number":22,"box":{"x":89,"y":327,"width":380,"height":13}},{"id":"85e3bbd3-f9f9-45a9-a90b-54a87ae1b39b","block_type":"box","text":"Municipal Lease Obligations","page_number":22,"box":{"x":88,"y":354,"width":198,"height":12}},{"id":"870aa458-53c4-4940-b035-469fc6a497d8","block_type":"box","text":"The Funds may invest in municipal lease obligations, including certificates of participation (“COPs”) issued by government","page_number":22,"box":{"x":88,"y":380,"width":857,"height":13}},{"id":"ddd0fec6-09ca-40d1-a7d8-715d77a51e18","block_type":"box","text":"authorities or entities to finance the acquisition or construction of equipment, land and/or facilities. The COPs represent","page_number":22,"box":{"x":89,"y":395,"width":842,"height":13}},{"id":"cd09f93b-3e68-4923-bcfb-d04263e076cf","block_type":"box","text":"participations in a lease, an installment purchase contract, or a conditional sales contract relating to equipment, land or","page_number":22,"box":{"x":89,"y":410,"width":836,"height":13}},{"id":"585b5f1d-779b-4689-8375-79db615c84fc","block_type":"box","text":"facilities. As a result of their structure, COPs are generally not subject to constitutional debt limitations or other statutory","page_number":22,"box":{"x":88,"y":426,"width":845,"height":12}},{"id":"1c7f2e5b-dc18-4ef0-a4f7-39bc9b1b7794","block_type":"box","text":"requirements that may apply to other municipal securities. Municipal governments may not be obligated to make lease or","page_number":22,"box":{"x":89,"y":441,"width":852,"height":12}},{"id":"54b4bdc1-5865-4c6f-8f21-4764ff614506","block_type":"box","text":"installment purchase payments in connection with COPs, and, in such circumstances, the COP will be secured only by the","page_number":22,"box":{"x":89,"y":456,"width":851,"height":12}},{"id":"74a6c8a5-9275-49ef-b4ca-31fe29db3c9d","block_type":"box","text":"leased property. If the issuer of a COP does not fulfill its payment obligation, it may be difficult to sell the property and the","page_number":22,"box":{"x":89,"y":471,"width":849,"height":12}},{"id":"0e73b389-ffeb-4ae8-abdc-2f3dd204e132","block_type":"box","text":"proceeds of a sale may not cover the Fund’s loss. Municipal lease obligations may be less liquid than conventional municipal","page_number":22,"box":{"x":89,"y":486,"width":868,"height":12}},{"id":"fdd1d31c-8a0f-4f8d-bcb4-04a57e914f2d","block_type":"box","text":"bonds, but otherwise have the same general risk characteristics as other municipal securities.","page_number":22,"box":{"x":89,"y":501,"width":652,"height":13}},{"id":"5e5fb80a-8f56-4edd-a2d2-5a0fd87c1584","block_type":"box","text":"Tender Option Bonds","page_number":22,"box":{"x":89,"y":528,"width":146,"height":12}},{"id":"4e611b7c-8b81-40bb-a0e4-d31eebd556ae","block_type":"box","text":"Tender option bonds are synthetic floating rate or variable rate securities issued when long-term bonds are purchased in the","page_number":22,"box":{"x":88,"y":554,"width":871,"height":12}},{"id":"7fe7c0fb-5624-4729-af58-49fbdc44b5f1","block_type":"box","text":"primary or secondary market and then deposited into a trust. Custodial receipts are then issued to investors in these","page_number":22,"box":{"x":89,"y":569,"width":812,"height":13}},{"id":"1ff30b9b-28c7-4358-99b2-66b5052f643d","block_type":"box","text":"securities evidencing ownership interests in the trust. The remarketing agent for the trust sets a floating or variable rate on","page_number":22,"box":{"x":89,"y":584,"width":857,"height":13}},{"id":"25f5cb69-2296-4f5f-8465-ca3dc54b5cc2","block_type":"box","text":"typically a weekly basis. The sponsor of a highly leveraged tender option bond trust generally will retain a liquidity provider to","page_number":22,"box":{"x":88,"y":599,"width":876,"height":13}},{"id":"37277093-17fa-44d3-bffc-0c167c4d0c6b","block_type":"box","text":"purchase the short-term floating rate interests at their original purchase price upon the occurrence of certain specified","page_number":22,"box":{"x":89,"y":615,"width":829,"height":12}},{"id":"11a3019a-2e88-4885-8ce3-8e49a5096ba8","block_type":"box","text":"events. However, the liquidity provider may not be required to purchase the floating rate interests upon the occurrence of","page_number":22,"box":{"x":89,"y":630,"width":848,"height":12}},{"id":"f4e89c2c-ddb4-4069-9cf2-4e18d7286b48","block_type":"box","text":"certain other events, for example, the downgrading of the municipal bonds owned by the tender option bond trust below","page_number":22,"box":{"x":89,"y":645,"width":848,"height":12}},{"id":"33a4d593-5a3f-4602-8875-1a5bb2c9ecd0","block_type":"box","text":"investment-grade or certain events that indicate the issuer of the bonds may be entering bankruptcy. The general effect of","page_number":22,"box":{"x":89,"y":660,"width":856,"height":12}},{"id":"49c65bb9-2834-4eda-8c94-5ee564e881d5","block_type":"box","text":"these provisions is to pass to the holders of the floating rate interests the most severe credit risks associated with the","page_number":22,"box":{"x":88,"y":675,"width":818,"height":12}},{"id":"93f0e13b-c02f-467d-a525-aeb72433ca68","block_type":"box","text":"municipal bonds owned by the tender option bond trust and to leave with the liquidity provider the interest rate risk (subject","page_number":22,"box":{"x":89,"y":690,"width":870,"height":13}},{"id":"4531770c-d78a-41c0-a642-9cba3bca02fe","block_type":"box","text":"to a cap) and certain other risks associated with the municipal bonds. Tender option bonds may be considered derivatives,","page_number":22,"box":{"x":88,"y":705,"width":858,"height":13}},{"id":"4f8f5cbc-f681-4c10-92d9-2af8640c9d59","block_type":"box","text":"and may expose the Funds to the same risks as investments in derivatives, as well as risks associated with leverage, especially","page_number":22,"box":{"x":89,"y":720,"width":879,"height":13}},{"id":"93672248-1d16-47cd-8b6f-e990d2471a0a","block_type":"box","text":"the risk of increased volatility. To the extent the Funds invest in tender option bonds, they also are exposed to credit risk","page_number":22,"box":{"x":88,"y":736,"width":838,"height":12}},{"id":"e1a28063-bf44-4b03-8550-b6a49e65b9a4","block_type":"box","text":"associated with the liquidity provider retained by the sponsor of a tender bond option trust.","page_number":22,"box":{"x":89,"y":751,"width":638,"height":12}},{"id":"54ba739b-b4c2-4b6d-90e0-4403dc319571","block_type":"box","text":"Variable Rate Demand Obligations","page_number":22,"box":{"x":89,"y":777,"width":240,"height":12}},{"id":"f36a88a8-4ad7-415c-9073-6f9e66c00131","block_type":"box","text":"Variable rate demand obligations (“VRDOs”) are tax-exempt obligations that contain a floating or variable interest rate","page_number":22,"box":{"x":88,"y":804,"width":829,"height":12}},{"id":"9932a6f5-a9e3-4790-846e-df0fbcf637e7","block_type":"box","text":"adjustment formula and a right of demand on the part of the holder thereof to receive payment of the unpaid principal","page_number":22,"box":{"x":89,"y":819,"width":828,"height":12}},{"id":"d346d819-197d-4cb1-8e1c-e574beb43a1f","block_type":"box","text":"balance plus accrued interest upon a short notice period not to exceed seven days. There is the possibility that because of","page_number":22,"box":{"x":89,"y":834,"width":853,"height":12}},{"id":"2c4b8e2d-99dd-4d1a-91e5-74f2ae48b15b","block_type":"box","text":"default or insolvency the demand feature of VRDOs may not be honored. The interest rates are adjustable at intervals","page_number":22,"box":{"x":89,"y":849,"width":820,"height":12}},{"id":"fac0737f-8ae4-4fcc-913e-21f64ead8c19","block_type":"box","text":"(ranging from daily to up to one year) to some prevailing market rate for similar investments, such adjustment formula being","page_number":22,"box":{"x":89,"y":864,"width":873,"height":12}},{"id":"ea05c596-e185-4195-b169-0c773a59c829","block_type":"box","text":"13","page_number":22,"box":{"x":521,"y":894,"width":15,"height":9}},{"id":"39ddafd2-f1d0-46dd-80e0-874a1d8f1132","block_type":"box","text":"calculated to maintain the market rate of the VRDOs at approximately the par value of the VRDOs on the adjustment date.","page_number":23,"box":{"x":89,"y":44,"width":855,"height":12}},{"id":"1181850d-f324-4e8a-8175-588ab89bfedd","block_type":"box","text":"The adjustments typically are based upon the Securities Industry and Financial Markets Association Index or some other","page_number":23,"box":{"x":88,"y":59,"width":844,"height":12}},{"id":"9bec0151-af9b-47b7-8942-945008693d3e","block_type":"box","text":"appropriate interest rate adjustment index.","page_number":23,"box":{"x":89,"y":74,"width":298,"height":12}},{"id":"88c07a75-eed8-402e-965d-661aabc9fd63","block_type":"box","text":"Because of the interest rate adjustment formula, VRDOs are not comparable to fixed-rate securities. During periods of","page_number":23,"box":{"x":89,"y":101,"width":826,"height":12}},{"id":"5924a3b9-f726-4653-81da-b5daa62c4d3e","block_type":"box","text":"declining interest rates, a Fund’s yield on a VRDO will decrease and its shareholders will forego the opportunity for capital","page_number":23,"box":{"x":89,"y":116,"width":849,"height":12}},{"id":"86eabe31-94e5-4c04-afbc-e1c3ef70836a","block_type":"box","text":"appreciation. During periods of rising interest rates, however, a Fund’s yield on a VRDO will increase and its shareholders will","page_number":23,"box":{"x":89,"y":131,"width":870,"height":12}},{"id":"b09a2009-290b-4892-9fad-7f1ef6d86467","block_type":"box","text":"have a reduced risk of capital depreciation.","page_number":23,"box":{"x":89,"y":146,"width":298,"height":12}},{"id":"f52c453d-6b4f-4aed-a423-0c08dfa67cd5","block_type":"box","text":"Municipal Notes","page_number":23,"box":{"x":88,"y":172,"width":114,"height":13}},{"id":"7f68a5a6-0b63-4e48-8b8a-033490d9b5c4","block_type":"box","text":"Municipal notes (also known as municipal commercial paper) are shorter-term municipal debt obligations. They may provide","page_number":23,"box":{"x":89,"y":199,"width":876,"height":12}},{"id":"dd8d220b-a342-44cb-b9b9-c635db60ec54","block_type":"box","text":"interim financing in anticipation of tax collection, receipt of grants, bond sales or revenue receipts. If there is a shortfall in the","page_number":23,"box":{"x":89,"y":214,"width":873,"height":12}},{"id":"23ef6031-b684-4a01-9372-bbe157957a1e","block_type":"box","text":"anticipated proceeds, repayment on a municipal note may be delayed or the note may not be fully repaid, and the Funds may","page_number":23,"box":{"x":89,"y":229,"width":875,"height":12}},{"id":"7e179db2-d772-452e-9eb7-a372866d7a25","block_type":"box","text":"lose money.","page_number":23,"box":{"x":89,"y":244,"width":81,"height":13}},{"id":"335cc56d-52e8-4639-b300-ea3d012c560d","block_type":"box","text":"Municipal commercial paper is generally unsecured and issued to meet short-term financing needs. The lack of security","page_number":23,"box":{"x":89,"y":271,"width":839,"height":12}},{"id":"c00686c9-c884-4f0e-9936-8f792fb07afb","block_type":"box","text":"presents some risk of loss to the Funds since, in the event of an issuer’s bankruptcy, unsecured creditors are repaid only out","page_number":23,"box":{"x":89,"y":286,"width":865,"height":12}},{"id":"347f3594-73c7-406a-9dc2-346e4f32c0f1","block_type":"box","text":"of the assets, if any, that remain after secured creditors are repaid.","page_number":23,"box":{"x":89,"y":301,"width":460,"height":12}},{"id":"99dcf464-97f2-4ac4-94a9-18f41f0660b3","block_type":"box","text":"New or Unseasoned Municipal Issuers.","page_number":23,"box":{"x":89,"y":327,"width":279,"height":13}},{"id":"72750186-6b36-4e66-8045-1bfdcbdee52d","block_type":"box","text":"A Fund may invest in municipal securities issued by entities that have not previously","page_number":23,"box":{"x":377,"y":327,"width":587,"height":13}},{"id":"aac67d0b-094b-4448-997d-ec0ded7013e0","block_type":"box","text":"issued securities or that do not have an extensive history of issuing securities. Information regarding these issuers may be","page_number":23,"box":{"x":89,"y":342,"width":851,"height":13}},{"id":"54422efb-7abf-4ce0-b36a-afc0516abf36","block_type":"box","text":"more limited than for other issuers. Securities of these issuers may be subject to volatility in their prices and may have a","page_number":23,"box":{"x":89,"y":358,"width":836,"height":12}},{"id":"c93a9df3-7acf-43b2-8c3e-9e0c4ca875df","block_type":"box","text":"limited trading market, which could adversely affect a Fund’s ability to dispose of them and could reduce the price a Fund","page_number":23,"box":{"x":89,"y":373,"width":850,"height":12}},{"id":"a3455554-dc0e-4d6c-b57d-1983b1db1dab","block_type":"box","text":"might be able to obtain for them.","page_number":23,"box":{"x":89,"y":388,"width":230,"height":12}},{"id":"11e6f850-0619-475c-a32e-348acf06a033","block_type":"box","text":"Operational and Technology Risks.","page_number":23,"box":{"x":89,"y":414,"width":250,"height":13}},{"id":"90093a57-fe9e-45fd-803d-52e23aadde2c","block_type":"box","text":"A Fund and the entities with which it interacts directly or indirectly are susceptible to","page_number":23,"box":{"x":348,"y":414,"width":593,"height":13}},{"id":"ae3e32ea-b021-4244-ab38-933acb2a7eac","block_type":"box","text":"operational and technology risks, including those related to human errors, processing errors, communication errors, systems","page_number":23,"box":{"x":89,"y":429,"width":874,"height":13}},{"id":"d96d533c-cebb-4e03-beaf-937cb9ac45bf","block_type":"box","text":"failures, cybersecurity incidents, and the use of artificial intelligence and machine learning (“AI”), which may result in losses","page_number":23,"box":{"x":88,"y":445,"width":864,"height":12}},{"id":"45f58c8c-610a-4fce-8cfe-de832568df52","block_type":"box","text":"for the Fund and its shareholders or impair the Fund’s operations. These entities include, but are not limited to, a Fund’s","page_number":23,"box":{"x":88,"y":460,"width":839,"height":12}},{"id":"0be7e4bb-e888-4610-89df-f903c3ad8c87","block_type":"box","text":"adviser, administrator, distributor, other service providers (e.g., index and benchmark providers, accountants, custodians, and","page_number":23,"box":{"x":89,"y":475,"width":876,"height":12}},{"id":"34753a32-12f9-43b2-b29b-fe13b054fc15","block_type":"box","text":"transfer agents), financial intermediaries, counterparties, market makers, Authorized Participants, listing exchanges, other","page_number":23,"box":{"x":88,"y":490,"width":853,"height":12}},{"id":"814f15ae-14f0-40e8-b417-c8dc7ddc93dd","block_type":"box","text":"financial market operators, and governmental authorities. Operational and technology risks for the issuers in which a Fund","page_number":23,"box":{"x":88,"y":505,"width":859,"height":12}},{"id":"bf06ec9d-82c5-4c98-b74e-1cc0089b271a","block_type":"box","text":"invests could also result in material adverse consequences for such issuers and may cause the Fund’s investments in such","page_number":23,"box":{"x":89,"y":520,"width":852,"height":12}},{"id":"a725e070-3747-4482-a62f-4f55f7f3c6d4","block_type":"box","text":"issuers to lose value. A Fund may incur substantial costs in order to mitigate operational and technology risks.","page_number":23,"box":{"x":89,"y":535,"width":770,"height":13}},{"id":"ea69c9a5-f7ad-4a44-bdf9-37d74bc4fbb8","block_type":"box","text":"Cybersecurity incidents can result from deliberate attacks or unintentional events against an issuer in which a Fund invests,","page_number":23,"box":{"x":89,"y":562,"width":862,"height":12}},{"id":"2399054e-db38-46b4-b50c-4c42a2e47189","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":23,"box":{"x":88,"y":577,"width":816,"height":12}},{"id":"ae994e5c-692e-4034-bd7d-c70a15e890b5","block_type":"box","text":"misappropriating assets or sensitive information, corrupting or destroying data, and causing operational disruption.","page_number":23,"box":{"x":89,"y":592,"width":808,"height":12}},{"id":"0b6af709-12c3-4318-82fe-378a9ce80a40","block_type":"box","text":"Geopolitical tension may increase the scale and sophistication of deliberate attacks, particularly those from nation states or","page_number":23,"box":{"x":89,"y":607,"width":862,"height":12}},{"id":"7e8358b2-31d3-4ab8-ae3e-06f9f306ea5e","block_type":"box","text":"from entities with nation state backing. Cybersecurity incidents may result in any of the following: financial losses;","page_number":23,"box":{"x":88,"y":622,"width":798,"height":12}},{"id":"7f4dc5e6-8d82-4d34-b1a4-6cb4348155b0","block_type":"box","text":"interference with a Fund’s ability to calculate its NAV; disclosure of confidential information; impediments to trading;","page_number":23,"box":{"x":89,"y":637,"width":815,"height":13}},{"id":"a760e136-e501-467b-90f9-fe626014f3db","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":23,"box":{"x":89,"y":652,"width":831,"height":13}},{"id":"d4a15f8d-c8a3-4128-9327-920631b428f8","block_type":"box","text":"service providers to transact business; violations of applicable privacy and other laws; regulatory fines; penalties; reputational","page_number":23,"box":{"x":89,"y":668,"width":874,"height":12}},{"id":"a97b14d7-9963-41d0-ac41-6fe92cccd76b","block_type":"box","text":"damage; reimbursement or other compensation costs; and other legal and compliance expenses. Furthermore, cybersecurity","page_number":23,"box":{"x":89,"y":683,"width":876,"height":12}},{"id":"b55750ae-269a-4700-933b-b878f2bf9024","block_type":"box","text":"incidents may render records of a Fund, including records relating to its assets and transactions, shareholder ownership of","page_number":23,"box":{"x":89,"y":698,"width":857,"height":12}},{"id":"316ea1af-5e14-4222-9a79-bb2dedd5031e","block_type":"box","text":"Fund shares, and other data integral to a Fund’s functioning, inaccessible, inaccurate or incomplete. Power outages, natural","page_number":23,"box":{"x":89,"y":713,"width":864,"height":12}},{"id":"ee1f6b85-cf13-4ce4-9f99-b1e920e11b1f","block_type":"box","text":"disasters, equipment malfunctions and processing errors that threaten information and technology systems relied upon by a","page_number":23,"box":{"x":89,"y":728,"width":871,"height":12}},{"id":"383c52d9-2d23-4185-bec8-153d7cdc5583","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":23,"box":{"x":89,"y":743,"width":850,"height":12}},{"id":"acf53e2d-856e-4532-b468-e4919735b01e","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":23,"box":{"x":89,"y":758,"width":821,"height":13}},{"id":"e3f91602-0100-4dad-a09f-761ba4ec74dc","block_type":"box","text":"learning, include data risk, transparency risk, and operational risk. The AI technologies, which are generally highly reliant on","page_number":23,"box":{"x":89,"y":773,"width":863,"height":13}},{"id":"d04b34cf-3b1b-4297-9fb1-1b4c4555dc36","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":23,"box":{"x":88,"y":788,"width":838,"height":13}},{"id":"c7f0c393-e5b4-4f4d-b440-b9eac54f482b","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":23,"box":{"x":89,"y":804,"width":847,"height":12}},{"id":"1c30491f-339f-4010-822d-76f171443acd","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":23,"box":{"x":88,"y":819,"width":875,"height":12}},{"id":"98b176c2-a231-4499-aacc-17f2449c19e0","block_type":"box","text":"and how outputs are generated. AI technologies may also allow the unintended introduction of vulnerabilities into","page_number":23,"box":{"x":89,"y":834,"width":798,"height":12}},{"id":"871fb96b-b1b0-4b50-95fe-367502e2c984","block_type":"box","text":"infrastructures and applications. A Fund and its shareholders could be negatively impacted as a result of these risks","page_number":23,"box":{"x":89,"y":849,"width":807,"height":12}},{"id":"14336ba5-5834-45b6-89cc-b0b35adf2af1","block_type":"box","text":"associated with AI technologies. AI technologies and their current and potential future applications, and the regulatory","page_number":23,"box":{"x":89,"y":864,"width":832,"height":12}},{"id":"1ce40339-c66c-4f28-ae15-f2d4d1996591","block_type":"box","text":"14","page_number":23,"box":{"x":522,"y":894,"width":14,"height":9}},{"id":"a543da0e-5cce-4f9f-87d9-99d9254b1650","block_type":"box","text":"frameworks within which they operate, continue to quickly evolve, and it is impossible to anticipate the full scope of future AI","page_number":24,"box":{"x":88,"y":44,"width":877,"height":12}},{"id":"1a0cc3e8-6653-4684-8c70-eb6cd404f510","block_type":"box","text":"capabilities or rules and the associated risks to a Fund.","page_number":24,"box":{"x":89,"y":59,"width":380,"height":12}},{"id":"cab58b9d-838a-493c-bbf7-0e2ce099a7d8","block_type":"box","text":"While a Fund’s service providers are required to have appropriate operational, information security and cybersecurity risk","page_number":24,"box":{"x":88,"y":85,"width":846,"height":13}},{"id":"03e037e7-c8cb-417b-a300-f3e437e27678","block_type":"box","text":"management policies and procedures, their methods of risk management may differ from those of the Fund in the setting of","page_number":24,"box":{"x":89,"y":101,"width":872,"height":12}},{"id":"cea8d19b-b146-48d5-86a9-7dd4cd14caf4","block_type":"box","text":"priorities, the personnel and resources available or the effectiveness of relevant controls. Each Fund and its adviser seek to","page_number":24,"box":{"x":89,"y":116,"width":852,"height":12}},{"id":"4c6fbc3f-6072-4273-b789-215fbb545210","block_type":"box","text":"reduce these risks through controls, procedures and oversight, including establishing business continuity plans and risk","page_number":24,"box":{"x":89,"y":131,"width":837,"height":12}},{"id":"07f31f22-d313-4443-abbe-ba27be083ea0","block_type":"box","text":"management systems. However, there are inherent limitations in such plans and systems, including the possibility that","page_number":24,"box":{"x":89,"y":146,"width":828,"height":12}},{"id":"79c03f19-6bfb-445a-a901-5f6cf377ea2b","block_type":"box","text":"certain risks that may affect a Fund have not been identified or may emerge in the future; that such plans and systems may","page_number":24,"box":{"x":89,"y":161,"width":861,"height":12}},{"id":"698420d1-248d-4a5e-ae26-b07e06df5220","block_type":"box","text":"not completely eliminate the occurrence or mitigate the effects of operational or information security disruptions or failures","page_number":24,"box":{"x":89,"y":176,"width":864,"height":13}},{"id":"583aea7f-dc98-4f05-a6c3-2b0eaccc7802","block_type":"box","text":"or of cybersecurity incidents; or that prevention and remediation efforts will not be successful or that incidents will go","page_number":24,"box":{"x":89,"y":191,"width":824,"height":13}},{"id":"e2661c43-695c-41da-a374-49c1d7a12de7","block_type":"box","text":"undetected. A Fund cannot control the systems, information security or other cybersecurity of the issuers in which it invests","page_number":24,"box":{"x":89,"y":206,"width":868,"height":13}},{"id":"77ee4db5-0c55-44c1-a281-4efb0ce17121","block_type":"box","text":"or its service providers, counterparties, and other third parties whose activities affect the Fund.","page_number":24,"box":{"x":89,"y":222,"width":660,"height":12}},{"id":"d96d8322-ae7d-4a40-ba2c-339d83897b48","block_type":"box","text":"Lastly, the regulatory climate governing cybersecurity and data protection is developing quickly and may vary considerably","page_number":24,"box":{"x":89,"y":248,"width":858,"height":12}},{"id":"012be4c4-c87c-4fd3-b68a-0a2a1b762b9e","block_type":"box","text":"across jurisdictions. Regulators continue to develop new rules and standards related to cybersecurity and data protection.","page_number":24,"box":{"x":89,"y":263,"width":852,"height":12}},{"id":"02e1991a-d0c5-4fca-8cd6-413a898ca45f","block_type":"box","text":"Compliance with evolving regulations can be demanding and costly, requiring substantial resources to monitor and","page_number":24,"box":{"x":89,"y":278,"width":806,"height":13}},{"id":"e0ae27ac-9870-4a10-bd5f-a1e2e238feda","block_type":"box","text":"implement required changes.","page_number":24,"box":{"x":89,"y":293,"width":204,"height":13}},{"id":"dd90e5bb-94e7-42fc-bdd7-a74f4a30a218","block_type":"box","text":"Reference Rate Replacement Risk.","page_number":24,"box":{"x":89,"y":320,"width":244,"height":12}},{"id":"e7a2ae35-bd04-40a4-9366-a01eb23ec86c","block_type":"box","text":"A Fund may be exposed to financial instruments that recently transitioned from, or","page_number":24,"box":{"x":342,"y":320,"width":581,"height":12}},{"id":"100b2aec-b42a-4201-a48d-07fcd1215c16","block_type":"box","text":"continue to be tied to, the London Interbank Offered Rate (“LIBOR”) to determine payment obligations, financing terms,","page_number":24,"box":{"x":89,"y":335,"width":839,"height":12}},{"id":"903e0116-55ee-4b98-b122-c7b6520427ae","block_type":"box","text":"hedging strategies or investment value. The United Kingdom’s Financial Conduct Authority (“FCA”), which regulates LIBOR,","page_number":24,"box":{"x":89,"y":350,"width":863,"height":12}},{"id":"bb25dcf4-243d-48f4-bd41-ed76e2622778","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":24,"box":{"x":89,"y":365,"width":835,"height":12}},{"id":"7710031b-f293-401d-86b7-313a934fdd07","block_type":"box","text":"continue to be published under a synthetic methodology until September 30, 2024 for certain legacy contracts. The Secured","page_number":24,"box":{"x":89,"y":380,"width":869,"height":13}},{"id":"7ab233d8-0ca4-40a2-b59f-8e8ce1e814a9","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":24,"box":{"x":89,"y":395,"width":862,"height":13}},{"id":"8b2657b0-f2bd-459d-9302-06d7c4363b33","block_type":"box","text":"Treasury securities in the repurchase agreement market, has been used increasingly on a voluntary basis in new instruments","page_number":24,"box":{"x":88,"y":410,"width":872,"height":13}},{"id":"7185621c-6cba-445d-9f25-6d92046cc40a","block_type":"box","text":"and transactions. Under U.S. regulations that implement a statutory fallback mechanism to replace LIBOR, benchmark rates","page_number":24,"box":{"x":89,"y":426,"width":865,"height":12}},{"id":"bd2cfb9f-df99-47d1-b903-e0fd0ce23144","block_type":"box","text":"based on SOFR have replaced LIBOR in different categories of financial contracts.","page_number":24,"box":{"x":89,"y":441,"width":565,"height":12}},{"id":"22aaa478-fb5c-410d-91ad-4ddc0a3bdfc4","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":24,"box":{"x":89,"y":467,"width":842,"height":13}},{"id":"8110c1d6-8735-41ba-b6b2-7633da1e3eb7","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":24,"box":{"x":89,"y":482,"width":877,"height":13}},{"id":"563c46cd-5b1c-4917-b819-05fe9d1610ec","block_type":"box","text":"methodology, there may be significant uncertainty regarding the effectiveness of any such alternative methodologies to","page_number":24,"box":{"x":89,"y":497,"width":836,"height":13}},{"id":"3f02b008-2f67-4100-ad3f-8754a187b72b","block_type":"box","text":"replicate LIBOR. Not all existing LIBOR-based instruments may have alternative rate-setting provisions and there remains","page_number":24,"box":{"x":89,"y":513,"width":844,"height":12}},{"id":"4945fef0-3637-4b52-aab2-64e900872624","block_type":"box","text":"uncertainty regarding the willingness and ability of issuers to add alternative rate-setting provisions in certain existing","page_number":24,"box":{"x":89,"y":528,"width":823,"height":12}},{"id":"484f6d40-70d3-4198-b66b-daa86557cb3a","block_type":"box","text":"instruments. Parties to contracts, securities, or other instruments using LIBOR may disagree on transition rates or the","page_number":24,"box":{"x":89,"y":543,"width":820,"height":12}},{"id":"6469da1e-a469-4806-8524-d67d1f147114","block_type":"box","text":"application of transition regulation, potentially resulting in uncertainty of performance and the possibility of litigation. A Fund","page_number":24,"box":{"x":89,"y":558,"width":877,"height":12}},{"id":"ef0bdcd9-a543-486b-a71b-4725e54a3e94","block_type":"box","text":"may have instruments linked to other interbank offered rates that may also cease to be published in the future.","page_number":24,"box":{"x":89,"y":573,"width":773,"height":12}},{"id":"adce7e66-f879-4bef-bc6b-748c8a68a920","block_type":"box","text":"Repurchase Agreement Risk.","page_number":24,"box":{"x":89,"y":599,"width":207,"height":13}},{"id":"3a48dfe3-e204-454a-843f-0b88d5270f14","block_type":"box","text":"A repurchase agreement is an instrument under which the purchaser (","page_number":24,"box":{"x":305,"y":599,"width":494,"height":13}},{"id":"032f3019-b744-45cf-b513-a8f6e46e716a","block_type":"box","text":"i.e.","page_number":24,"box":{"x":800,"y":600,"width":18,"height":9}},{"id":"d706fbd8-0ab3-4887-a4bc-5bf54623b8c0","block_type":"box","text":", a Fund) acquires a","page_number":24,"box":{"x":820,"y":599,"width":136,"height":13}},{"id":"de772770-0544-426b-a14f-ab847021a38d","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":24,"box":{"x":89,"y":615,"width":851,"height":12}},{"id":"a28a1b9d-4c73-4e88-ae54-5bb63322f85c","block_type":"box","text":"Repurchase agreements may be construed to be collateralized loans by the purchaser to the seller secured by the securities","page_number":24,"box":{"x":89,"y":630,"width":860,"height":12}},{"id":"8c84d0bc-b145-40bc-b293-58b88696288c","block_type":"box","text":"transferred to the purchaser. If a repurchase agreement is construed to be a collateralized loan, the underlying securities will","page_number":24,"box":{"x":88,"y":645,"width":867,"height":12}},{"id":"4d953a43-003c-422d-ab7c-aae492a5f168","block_type":"box","text":"not be considered to be owned by a Fund but only to constitute collateral for the seller’s obligation to pay the repurchase","page_number":24,"box":{"x":89,"y":660,"width":846,"height":12}},{"id":"c09e71f0-d353-4309-a60e-96d4a2148fcf","block_type":"box","text":"price. If the seller defaults on its obligation under the agreement, a Fund may suffer delays and incur costs or lose money in","page_number":24,"box":{"x":89,"y":675,"width":862,"height":12}},{"id":"621752b9-1cc3-4bd4-a8a9-0f40f8a85259","block_type":"box","text":"exercising its rights under the agreement. If the seller fails to repurchase the security and the market value of the security","page_number":24,"box":{"x":89,"y":690,"width":847,"height":13}},{"id":"50f0138a-24d8-4ec9-8004-dcb4449f047d","block_type":"box","text":"declines, a Fund may lose money.","page_number":24,"box":{"x":89,"y":705,"width":233,"height":13}},{"id":"a7199a8f-253e-4d9a-9305-2255432714c8","block_type":"box","text":"Risk of Derivatives.","page_number":24,"box":{"x":89,"y":732,"width":135,"height":10}},{"id":"3c560a05-27b4-4d1f-9d51-ac40a5f7480a","block_type":"box","text":"A derivative is a financial contract, the value of which depends on, or is derived from, the value of an","page_number":24,"box":{"x":233,"y":732,"width":701,"height":12}},{"id":"b6c7ebe2-c18e-42f0-bc6d-d60b54722153","block_type":"box","text":"underlying asset, such as a security, a commodity (such as gold or silver), a currency or an index (a measure of value or rates,","page_number":24,"box":{"x":89,"y":747,"width":877,"height":12}},{"id":"1013da3c-c90f-4506-8568-22f4c8241930","block_type":"box","text":"such as the S&P 500 or the prime lending rate). Each Fund may invest in variable rate demand notes and obligations and","page_number":24,"box":{"x":89,"y":762,"width":843,"height":12}},{"id":"64df71b4-4892-443a-8729-72b4f00410de","block_type":"box","text":"tender option bonds, which may be considered derivatives. Compared to securities, derivatives can be more sensitive to","page_number":24,"box":{"x":88,"y":777,"width":837,"height":12}},{"id":"21a84f2f-4317-49d5-b739-8be887ca2e18","block_type":"box","text":"changes in interest rates or to sudden fluctuations in market prices and thus a Fund’s losses may be greater if it invests in","page_number":24,"box":{"x":89,"y":792,"width":848,"height":13}},{"id":"f3a5aeab-6347-458b-9034-0c3890d9111b","block_type":"box","text":"derivatives than if it invests only in conventional securities. Derivatives are also subject to counterparty risk, which is the risk","page_number":24,"box":{"x":89,"y":807,"width":866,"height":13}},{"id":"ac022c2a-2964-4cf7-a6c5-acf14f8c267d","block_type":"box","text":"that the other party in the transaction will not fulfill its contractual obligations. Derivatives generally involve the incurrence of","page_number":24,"box":{"x":88,"y":822,"width":876,"height":13}},{"id":"521c7df2-6184-422d-8257-30b078ea9ff0","block_type":"box","text":"leverage.","page_number":24,"box":{"x":89,"y":838,"width":60,"height":12}},{"id":"909336d8-b8fc-40ad-ae70-b3161f476612","block_type":"box","text":"15","page_number":24,"box":{"x":521,"y":894,"width":15,"height":9}},{"id":"4e61e124-ef6f-4559-ab49-0f59ef2363c1","block_type":"box","text":"When a derivative is used as a hedge against a position that a Fund holds or is committed to purchase, any loss generated by","page_number":25,"box":{"x":88,"y":44,"width":875,"height":12}},{"id":"e3c56a73-b717-44b0-b768-e2726d06e5ec","block_type":"box","text":"the derivative generally should be substantially offset by gains on the hedged investment, and vice versa. While hedging can","page_number":25,"box":{"x":88,"y":59,"width":867,"height":12}},{"id":"238e4744-9947-4e54-b9b5-368f6c64dc2d","block_type":"box","text":"reduce or eliminate losses, it can also reduce or eliminate gains, and in some cases, hedging can cause losses that are not","page_number":25,"box":{"x":89,"y":74,"width":851,"height":12}},{"id":"39dbf736-2813-4b81-a9a5-24dfeeb55fe9","block_type":"box","text":"offset by gains, and the Fund will recognize losses on both the investment and the hedge. Hedges are sometimes subject to","page_number":25,"box":{"x":89,"y":89,"width":862,"height":13}},{"id":"5ff703e3-2f52-4f54-87b6-7fa1f576ea3d","block_type":"box","text":"imperfect matching between the derivative and the underlying security, and there can be no assurance that a Fund’s hedging","page_number":25,"box":{"x":89,"y":104,"width":875,"height":13}},{"id":"5b142dbd-e162-4e29-82df-2be1d5560267","block_type":"box","text":"transactions, which entail additional transaction costs, will be effective.","page_number":25,"box":{"x":88,"y":119,"width":497,"height":12}},{"id":"8eaeb5b0-faa4-44f2-8dcc-3c61212e4e88","block_type":"box","text":"Tax Risks Associated with Municipal Securities.","page_number":25,"box":{"x":88,"y":146,"width":341,"height":12}},{"id":"ebaeb75a-add7-4985-bd3f-d62074f3ee4c","block_type":"box","text":"As with any investment, you should consider how your investment in","page_number":25,"box":{"x":438,"y":146,"width":483,"height":12}},{"id":"1b6ddda2-69ee-42dc-8a64-ec2f1045c9fd","block_type":"box","text":"shares of each Fund will be taxed. The tax information in the relevant Prospectus and this SAI is provided as general","page_number":25,"box":{"x":89,"y":161,"width":809,"height":12}},{"id":"52ebcf0d-349e-4e2f-924d-01a08a842e36","block_type":"box","text":"information. You should consult your own tax professional about the tax consequences of an investment in shares of each","page_number":25,"box":{"x":89,"y":176,"width":855,"height":13}},{"id":"aa9ede77-87d3-44c3-a4ae-cc6777b68b1d","block_type":"box","text":"Fund.","page_number":25,"box":{"x":89,"y":191,"width":38,"height":10}},{"id":"fc5173cc-2940-453f-aa76-b33260309de6","block_type":"box","text":"Unless your investment in shares is made through a tax-exempt entity or tax-deferred retirement account, such as an","page_number":25,"box":{"x":89,"y":218,"width":820,"height":12}},{"id":"ba7696c5-8097-46eb-b442-d573913f1eab","block_type":"box","text":"individual retirement account, you need to be aware of the possible tax consequences when each Fund makes distributions","page_number":25,"box":{"x":89,"y":233,"width":863,"height":12}},{"id":"df597996-40ac-4fd5-af70-b393ba0ee9cc","block_type":"box","text":"or you sell Fund shares. In general, given its investment strategy, the Fund would not be an appropriate investment for a tax","page_number":25,"box":{"x":89,"y":248,"width":864,"height":12}},{"id":"e62aad7e-b341-4a10-93c2-e9bcdb88a2a2","block_type":"box","text":"deferred retirement account such as an IRA or a tax-exempt investor.","page_number":25,"box":{"x":89,"y":263,"width":481,"height":12}},{"id":"5d35631e-dddc-4dd4-8dea-32ef64578b9f","block_type":"box","text":"In response to the national economic downturn in recent years, governmental cost burdens may be reallocated among","page_number":25,"box":{"x":89,"y":290,"width":831,"height":12}},{"id":"bfb0db35-97a7-49a0-a2d3-aa3873cf9fad","block_type":"box","text":"federal, state and local governments. Also, as a result of the downturn, many state and local governments are experiencing","page_number":25,"box":{"x":88,"y":305,"width":860,"height":12}},{"id":"8c2b732b-5430-4b60-bea4-d9b1d83542dc","block_type":"box","text":"significant reductions in revenues and are consequently experiencing difficulties meeting ongoing expenses. Certain of these","page_number":25,"box":{"x":89,"y":320,"width":872,"height":12}},{"id":"6a6b25e4-c290-47b0-8db5-3e17eec01763","block_type":"box","text":"state or local governments may have difficulty paying principal or interest on their outstanding debt and may experience","page_number":25,"box":{"x":89,"y":335,"width":842,"height":12}},{"id":"4d2c9353-ddc2-43d9-a503-c2c8b389fa76","block_type":"box","text":"ratings downgrades of their debt.","page_number":25,"box":{"x":89,"y":350,"width":232,"height":12}},{"id":"ef832af1-2c76-438c-af91-c57f7bf02408","block_type":"box","text":"Proxy Voting Policies","page_number":25,"box":{"x":91,"y":381,"width":343,"height":29}},{"id":"b756cebd-c970-4e19-85b4-a5fa748aa066","block_type":"box","text":"The Board has delegated the voting of proxies for each Fund’s securities to BFA pursuant to (i) the Open-End Active and","page_number":25,"box":{"x":88,"y":422,"width":840,"height":12}},{"id":"385c5f7f-7c75-49de-8887-a73c9d59d5f9","block_type":"box","text":"Fixed Income Index Fund Proxy Voting Policy (the “Active Fund Proxy Voting Policy”), with respect to certain Funds, and (ii)","page_number":25,"box":{"x":89,"y":437,"width":859,"height":12}},{"id":"19257794-ab0b-4740-8a41-89eb00d4b433","block_type":"box","text":"the Index Equity Fund Proxy Voting Policy, with respect to certain other Funds, as applicable. Please refer to the table below,","page_number":25,"box":{"x":88,"y":452,"width":864,"height":12}},{"id":"a680a8bd-7024-415f-8fbf-db2647beb61f","block_type":"box","text":"which discloses the policy applicable to each Fund in this SAI. Information that does not apply to a Fund does not form a part","page_number":25,"box":{"x":88,"y":467,"width":879,"height":13}},{"id":"14f65302-e416-49bb-8295-6118ab7b0ec3","block_type":"box","text":"of that Fund’s SAI and should not be relied on by investors in that Fund. 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Portfolio","page_number":27,"box":{"x":122,"y":89,"width":821,"height":13}},{"id":"d7e1ff7f-c428-4a2d-a002-39e04c2eea91","block_type":"box","text":"level liquidity metrics disclosure subsequent to 60 calendar days after calendar quarter-end requires the approval of","page_number":27,"box":{"x":122,"y":104,"width":810,"height":13}},{"id":"63d96892-20d8-44e7-acd2-6f8003c14d83","block_type":"box","text":"portfolio management and must be disclosed to all parties requesting the information if disclosed to any party.","page_number":27,"box":{"x":121,"y":119,"width":774,"height":13}},{"id":"6c2e0d53-6b35-4e39-8e43-8c4e8483a642","block_type":"box","text":"The Trust’s Chief Compliance Officer or his delegate may authorize disclosure of portfolio holdings information pursuant to","page_number":27,"box":{"x":88,"y":146,"width":863,"height":12}},{"id":"f6c8fac7-89ce-46ed-ba2a-945b1e137ad3","block_type":"box","text":"the above policy and procedures, subject to restrictions on selective disclosure imposed by applicable law. The Board reviews","page_number":27,"box":{"x":88,"y":161,"width":873,"height":12}},{"id":"2f4b974c-e9e5-4268-914a-43171302e761","block_type":"box","text":"the policy and procedures for disclosure of portfolio holdings information at least annually.","page_number":27,"box":{"x":88,"y":176,"width":635,"height":13}},{"id":"078a47af-158b-4c4e-83f7-7b19ab8dd0d1","block_type":"box","text":"Construction and Maintenance of the Underlying","page_number":27,"box":{"x":90,"y":207,"width":822,"height":29}},{"id":"9637e278-3da4-4eba-ade6-83f58339c35e","block_type":"box","text":"Index","page_number":27,"box":{"x":91,"y":237,"width":90,"height":23}},{"id":"c4c0afc8-1e7a-4118-a42c-4c62c7de22f3","block_type":"box","text":"A description of the Underlying Indexes are provided below.","page_number":27,"box":{"x":88,"y":278,"width":417,"height":13}},{"id":"bc85d478-620d-443d-a1f0-1a15fadc000d","block_type":"box","text":"With respect to certain underlying indexes of the iShares funds, BFA or its affiliates have held discussions with the applicable","page_number":27,"box":{"x":88,"y":305,"width":870,"height":12}},{"id":"2267da9e-3842-477f-9c98-30f846d9a20a","block_type":"box","text":"index provider regarding their business interest in licensing an index to track a particular market segment and conveyed","page_number":27,"box":{"x":89,"y":320,"width":837,"height":12}},{"id":"0f83a374-48c6-4fa1-bbc3-1c971a308d77","block_type":"box","text":"investment concepts and strategies that could be considered for the index. The index provider designed and constituted such","page_number":27,"box":{"x":89,"y":335,"width":878,"height":12}},{"id":"e5d49c06-930b-4010-90dc-dd3c8344b7b4","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":27,"box":{"x":89,"y":350,"width":871,"height":12}},{"id":"eaf130ee-250d-457c-85d2-082f813709a8","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":27,"box":{"x":89,"y":365,"width":868,"height":12}},{"id":"94b016ba-5dc7-4e8a-83d0-7934c6cf1f9e","block_type":"box","text":"instruments in such underlying index, the rebalance protocols of the underlying index, the weightings of the securities and","page_number":27,"box":{"x":89,"y":380,"width":857,"height":13}},{"id":"46d060bd-6a3b-480e-8c95-efa56a726326","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":27,"box":{"x":89,"y":395,"width":863,"height":13}},{"id":"e4b83789-3a61-4024-97e8-b072435e1a5b","block_type":"box","text":"also provide input relating to possible methodology changes of such underlying index pursuant to the index provider’s","page_number":27,"box":{"x":89,"y":410,"width":828,"height":13}},{"id":"03352094-5d1e-4e28-87ca-c4acad8980dc","block_type":"box","text":"consultation process or pursuant to other communications with the index provider.","page_number":27,"box":{"x":89,"y":426,"width":583,"height":12}},{"id":"fffbb277-c81e-49e2-9104-c067de9f547b","block_type":"box","text":"The S&P Fixed Income Indexes","page_number":27,"box":{"x":88,"y":453,"width":386,"height":18}},{"id":"58e471c6-baa8-42b0-8896-82c54c122ffb","block_type":"box","text":"Issue Changes.","page_number":27,"box":{"x":89,"y":487,"width":107,"height":13}},{"id":"261c2a2e-8f08-4b48-9849-c12be19111e1","block_type":"box","text":"General oversight responsibility for the Standard & Poor’s Financial Services LLC (“S&P”) indexes, including","page_number":27,"box":{"x":202,"y":487,"width":746,"height":13}},{"id":"cd7f1f80-0779-4f76-80b0-d3699a4d271d","block_type":"box","text":"overall policy guidelines and methodology, is handled by an S&P Index Committee. Maintenance of component investments,","page_number":27,"box":{"x":89,"y":502,"width":869,"height":13}},{"id":"3252bd75-6e5a-4c1c-a531-fd304e370e1b","block_type":"box","text":"including additions and deletions to these investments, is the responsibility of separate regional index committees composed","page_number":27,"box":{"x":89,"y":518,"width":875,"height":12}},{"id":"9d6f08c0-8426-4562-9463-50a6477b966a","block_type":"box","text":"of S&P Dow Jones Indices LLC (“S&P DJI”) staff specialized in the various fixed-income markets. Public announcements of","page_number":27,"box":{"x":89,"y":533,"width":850,"height":12}},{"id":"d712c421-7d9e-403b-84e6-7d4c04a4148e","block_type":"box","text":"index changes as the result of committee decisions will generally be made two business days in advance of the anticipated","page_number":27,"box":{"x":89,"y":548,"width":858,"height":12}},{"id":"8363896f-096c-45cf-bc92-c50ca5296852","block_type":"box","text":"effective date whenever possible, although for exceptional corporate events announcements may be made earlier.","page_number":27,"box":{"x":89,"y":563,"width":796,"height":12}},{"id":"60212d9d-9275-439d-a54c-1db9127ae58c","block_type":"box","text":"Index Maintenance.","page_number":27,"box":{"x":89,"y":589,"width":142,"height":10}},{"id":"0185a8da-bc61-4dd0-ba08-4f6a7aebfb97","block_type":"box","text":"Maintaining the S&P Fixed Income Indexes includes monitoring and completing the adjustments for","page_number":27,"box":{"x":237,"y":589,"width":700,"height":13}},{"id":"1ca52b99-f8d5-4fa8-93e6-7b0f474f7bb2","block_type":"box","text":"bond additions and deletions, par amount changes, rating changes and corporate actions. Each S&P Fixed Income Index is a","page_number":27,"box":{"x":89,"y":605,"width":869,"height":12}},{"id":"162c673a-bf38-4f74-85c9-e1860c286fdc","block_type":"box","text":"market-value weighted index. Securities Evaluations/ICE Data Services, the pricing division of Intercontinental Exchange, Inc.","page_number":27,"box":{"x":89,"y":620,"width":873,"height":12}},{"id":"7e293432-e5b6-4536-b908-2ec675753893","block_type":"box","text":"(“ICE”), reports the price of each bond in the index each day. The prices used in the index calculation will add the accrued","page_number":27,"box":{"x":89,"y":635,"width":850,"height":12}},{"id":"3d1c139a-4357-4755-98c0-10b93211e650","block_type":"box","text":"interest for each bond to the price reported by S&P. The total return is calculated by aggregating the interest return, reflecting","page_number":27,"box":{"x":89,"y":650,"width":875,"height":12}},{"id":"a609ed84-a580-4d9e-bd8a-c612b2df5ac7","block_type":"box","text":"the return due to paid and accrued interest, and principal return, reflecting the capital gains or losses due to changes in S&P’s","page_number":27,"box":{"x":88,"y":665,"width":878,"height":12}},{"id":"fb8e6d18-011c-42ef-b25c-a8caffa45963","block_type":"box","text":"end-of-day price and principal repayments and the reinvestment return, excluding the reinvestment of related cash flows.","page_number":27,"box":{"x":89,"y":680,"width":849,"height":12}},{"id":"c296b32a-3cd6-4c33-a92f-289c6e59d9b3","block_type":"box","text":"Each index is generally reviewed and rebalanced on a monthly basis. The S&P Index Committee, nevertheless, reserves the","page_number":27,"box":{"x":89,"y":695,"width":854,"height":13}},{"id":"191e8248-0d9d-48d1-aa3c-013bcb967abc","block_type":"box","text":"right to make adjustments to each index at any time that it believes appropriate. Additions, deletions and other changes to","page_number":27,"box":{"x":89,"y":710,"width":857,"height":13}},{"id":"37fb5149-2e0a-4b0d-9b6c-1ea7eb086d07","block_type":"box","text":"each index arising from the monthly rebalancing are published three business days prior to the last business day of the","page_number":27,"box":{"x":89,"y":725,"width":831,"height":13}},{"id":"6ac493ed-f975-4e97-8f68-1afce9860373","block_type":"box","text":"month (the Announcement Date). Publicly available information, up to and including the close on the fourth business day","page_number":27,"box":{"x":89,"y":741,"width":853,"height":12}},{"id":"bcc79f37-1f40-49c8-9d42-99ed7635677b","block_type":"box","text":"preceding the Rebalancing Date, is considered in the rebalancing. Index changes published in the announcement will not","page_number":27,"box":{"x":89,"y":756,"width":846,"height":12}},{"id":"62f11204-8cd6-4792-8d56-2724bb67c40c","block_type":"box","text":"normally be subject to revision and will become effective after the close. Any index bond that is downgraded below","page_number":27,"box":{"x":89,"y":771,"width":805,"height":12}},{"id":"d6001d3e-dd26-4c45-afc7-c599edd88eb0","block_type":"box","text":"investment grade between rebalancing dates is removed at the next rebalancing date.","page_number":27,"box":{"x":89,"y":786,"width":598,"height":12}},{"id":"2379ab02-e376-44b1-ae93-f83440372bdc","block_type":"box","text":"For more information about S&P DJI, including its limited relationship with BlackRock, Inc. and its affiliates and the limitations","page_number":27,"box":{"x":89,"y":812,"width":875,"height":13}},{"id":"a206aabc-7faa-4ea9-aa5f-a7dfc532a168","block_type":"box","text":"of the S&P DJI indices, please refer to the applicable Prospectus.","page_number":27,"box":{"x":89,"y":828,"width":444,"height":12}},{"id":"b1dbbcae-f579-4a5c-ae4f-8a5cdb7e17a5","block_type":"box","text":"18","page_number":27,"box":{"x":522,"y":894,"width":14,"height":9}},{"id":"a0f43bf0-4356-43f6-8f8f-417cfd32d983","block_type":"box","text":"Index Availability.","page_number":28,"box":{"x":89,"y":44,"width":125,"height":12}},{"id":"a432674d-1303-4380-8118-12544b988c27","block_type":"box","text":"All S&P Fixed Income Indexes are calculated at the end of the business day. Most S&P Indexes are available","page_number":28,"box":{"x":219,"y":44,"width":746,"height":12}},{"id":"a4f95910-0d12-4fb8-b71f-0c5b9dcbf17f","block_type":"box","text":"from major data vendors.","page_number":28,"box":{"x":88,"y":59,"width":177,"height":12}},{"id":"44ac835d-6635-43db-9721-4bb443e3ab6c","block_type":"box","text":"Component Selection Criteria.","page_number":28,"box":{"x":89,"y":85,"width":216,"height":13}},{"id":"229f1828-cd54-45ae-ba93-ebd8a1852a18","block_type":"box","text":"Eligible bonds are approved by the S&P Index Committee that oversees the management of","page_number":28,"box":{"x":311,"y":85,"width":639,"height":13}},{"id":"fcb440c1-ec0a-477f-a010-5823e70940e6","block_type":"box","text":"the Underlying Index and are added to the Underlying Index on the next Rebalancing Reference Date (as defined below),","page_number":28,"box":{"x":88,"y":101,"width":842,"height":12}},{"id":"8e5921e0-0f1b-49e6-9e48-77fbbc56e822","block_type":"box","text":"subject to the schedule of the monthly rebalancing procedures. In order for a bond to be classified as eligible for inclusion in","page_number":28,"box":{"x":89,"y":116,"width":867,"height":12}},{"id":"0093d557-e8d3-49a8-b9df-178f249c404b","block_type":"box","text":"the Underlying Index, a bond must meet all of the following criteria: (i) the bond issuer is a U.S. state, federal district (the","page_number":28,"box":{"x":88,"y":131,"width":843,"height":12}},{"id":"aa5375c8-db88-4db1-a585-de9fb5d7081a","block_type":"box","text":"District of Columbia) or local government or agency such that interest on the bonds is exempt from U.S. federal income taxes","page_number":28,"box":{"x":89,"y":146,"width":878,"height":12}},{"id":"b6ff9328-139b-4e5a-83c8-639afa12edd4","block_type":"box","text":"and the federal AMT as determined by the Index Provider in accordance with its methodology; (ii) the bond must be","page_number":28,"box":{"x":89,"y":161,"width":812,"height":12}},{"id":"f1612585-d330-46e9-a197-2d85dd47e559","block_type":"box","text":"denominated in U.S. dollars; (iii) except in the case of a pre-refunded/escrowed to maturity bond, the bond must have a","page_number":28,"box":{"x":89,"y":176,"width":839,"height":13}},{"id":"3e25c0c2-8bc6-4bd6-a36d-d5fc253634ad","block_type":"box","text":"rating of at least BBB- by S&P Global Ratings, Baa3 by Moody’s, or BBB- by Fitch. A bond must be rated by at least one of","page_number":28,"box":{"x":89,"y":191,"width":843,"height":13}},{"id":"211104f4-8195-4991-8548-db12d0b3329a","block_type":"box","text":"these three rating agencies in order to qualify for the index. A bond with an “expected” rating, as denoted by data providers,","page_number":28,"box":{"x":88,"y":206,"width":866,"height":13}},{"id":"b30b2340-e1e1-49d3-95cf-659e1a1343bc","block_type":"box","text":"of at least BBB- by S&P Global Ratings, Baa3 by Moody’s, or BBB- by Fitch will qualify for the index as well. For the avoidance","page_number":28,"box":{"x":89,"y":222,"width":867,"height":12}},{"id":"8e9bc073-b94b-453e-b350-ecf15b865974","block_type":"box","text":"of doubt, the lowest rating will be used in determining if a bond is investment grade; (iv) each bond in the Underlying Index","page_number":28,"box":{"x":89,"y":237,"width":863,"height":12}},{"id":"0147a658-8222-4f73-bf25-23cd10ee33ac","block_type":"box","text":"must have a minimum maturity par amount of $2 million to be eligible for inclusion. To remain in the Underlying Index,","page_number":28,"box":{"x":89,"y":252,"width":833,"height":12}},{"id":"8912ec49-c304-4326-94ee-474f926238bb","block_type":"box","text":"bonds must maintain a minimum maturity par amount greater than or equal to $2 million as of each rebalancing date and","page_number":28,"box":{"x":89,"y":267,"width":856,"height":12}},{"id":"66e858d5-f2d1-4461-8711-7adc2f83a0af","block_type":"box","text":"must maintain a minimum maturity par amount greater than or equal to $2 million as of four days prior to last Business Day","page_number":28,"box":{"x":89,"y":282,"width":870,"height":12}},{"id":"f6545029-2474-490a-9c2a-66ad1ed7ceac","block_type":"box","text":"of each month (“Rebalancing Reference Date”); (v) Securities Evaluations | ICE Data Services must provide daily pricing on","page_number":28,"box":{"x":89,"y":297,"width":853,"height":13}},{"id":"54ca0d41-ddef-419c-a38b-075fa56b2f14","block_type":"box","text":"the bond; and (vi) new additions must have a date later than December 31, 2010 to be eligible for index inclusion. “Business","page_number":28,"box":{"x":88,"y":312,"width":867,"height":13}},{"id":"a62e7b17-98cb-4505-a141-b0f268fcf174","block_type":"box","text":"Day” is defined as any day that U.S. municipal bonds are traded, as determined by The Securities Industry and Financial","page_number":28,"box":{"x":89,"y":327,"width":833,"height":13}},{"id":"f4720d89-dbd7-4e2f-af78-b46d4d9b1770","block_type":"box","text":"Markets Association and/or the New York Stock Exchange (“NYSE”).","page_number":28,"box":{"x":89,"y":342,"width":479,"height":13}},{"id":"6a529109-3b92-48fd-ba34-2ecf75dc1ec2","block_type":"box","text":"S&P AMT-Free Municipal Series Callable-Adjusted Dec 2026 Index","page_number":28,"box":{"x":88,"y":369,"width":479,"height":12}},{"id":"1229d694-0f96-406b-8945-c3c79f4ff26f","block_type":"box","text":"TM","page_number":28,"box":{"x":568,"y":367,"width":17,"height":6}},{"id":"275a5dac-9da4-4817-826b-32bce843ff75","block_type":"box","text":"Number of Components: approximately 12,855","page_number":28,"box":{"x":89,"y":395,"width":340,"height":13}},{"id":"ed6707f1-32a0-440e-bff0-8a06bd94cc76","block_type":"box","text":"Index Description.","page_number":28,"box":{"x":89,"y":422,"width":131,"height":12}},{"id":"2d11bbf9-7fc6-4120-b272-d3266b535d99","block_type":"box","text":"The S&P AMT-Free Municipal Series Callable-Adjusted Dec 2026 Index","page_number":28,"box":{"x":225,"y":422,"width":495,"height":12}},{"id":"cbdc92ef-433e-48f0-8a7e-a468ec55c30f","block_type":"box","text":"TM","page_number":28,"box":{"x":721,"y":420,"width":17,"height":6}},{"id":"ca5bcc6b-5701-4888-bc59-dfca5489d67d","block_type":"box","text":"is a broad, comprehensive,","page_number":28,"box":{"x":743,"y":422,"width":186,"height":12}},{"id":"c04517a2-4ddf-4562-8399-ae9590bdc8b7","block_type":"box","text":"market value weighted index designed to measure the performance of investment-grade, non-callable and callable U.S.","page_number":28,"box":{"x":89,"y":437,"width":833,"height":12}},{"id":"0cffa388-5ede-44cf-8e55-eaded3838553","block_type":"box","text":"municipal bonds expected to mature or be redeemed after December 31, 2025 and prior to December 2, 2026. As of October","page_number":28,"box":{"x":89,"y":452,"width":874,"height":12}},{"id":"a8304270-bd2b-48e9-9384-6016ca691149","block_type":"box","text":"31, 2025, the Underlying Index consisted of 12,855 bonds, with a total market value of approximately $113.8 billion.","page_number":28,"box":{"x":89,"y":467,"width":805,"height":13}},{"id":"ef4f0905-cb7e-4f67-9347-6f7856442ce1","block_type":"box","text":"Index Methodology.","page_number":28,"box":{"x":89,"y":494,"width":143,"height":12}},{"id":"ab0f9fef-94c8-4ba7-89ab-52eca2266394","block_type":"box","text":"The Underlying Index consists of bonds that will mature or be redeemed after December 31, 2025 and","page_number":28,"box":{"x":237,"y":494,"width":715,"height":12}},{"id":"cae50654-9a23-4c22-b9c7-71e55343ac65","block_type":"box","text":"before December 2, 2026. Callable bonds are eligible subject to the following: (i) a final maturity date after December 31,","page_number":28,"box":{"x":89,"y":509,"width":842,"height":12}},{"id":"ab0d3157-5a75-4962-a588-8064c7031215","block_type":"box","text":"2025 and before December 2, 2026, and a next call date no sooner than two years prior to final maturity; or (ii) a final","page_number":28,"box":{"x":89,"y":524,"width":820,"height":12}},{"id":"231fe60c-ef08-46bd-b39f-036a53e5e226","block_type":"box","text":"maturity date up to four years after the index maturity year, if the next call date is within the index maturity range. Bonds in","page_number":28,"box":{"x":89,"y":539,"width":861,"height":12}},{"id":"d9e5296c-ef4b-4efd-9371-36fc4f7b3062","block_type":"box","text":"the Underlying Index that mature or are pre-refunded in their respective year of maturity do not accrue interest past the","page_number":28,"box":{"x":88,"y":554,"width":838,"height":12}},{"id":"98104a24-6499-49f4-adfd-a3f4d03cb15a","block_type":"box","text":"maturity or pre-refund date. When a bond that is included in the Underlying Index matures or is pre-refunded, the proceeds","page_number":28,"box":{"x":89,"y":569,"width":865,"height":13}},{"id":"2662b230-15bf-4c22-8938-d1a2b41b5d30","block_type":"box","text":"are reinvested at the daily rate of return of the S&P National AMT-Free Municipal VRDO Index for the duration of the","page_number":28,"box":{"x":89,"y":584,"width":813,"height":13}},{"id":"14b3f480-0e18-4b5c-a15e-ae87ebf51715","block_type":"box","text":"Underlying Index’s term. By December 2, 2026, the Underlying Index value will be represented by cash as no securities will","page_number":28,"box":{"x":89,"y":599,"width":853,"height":13}},{"id":"5e0f55fc-9e01-4dbc-bb37-1b1befeb2fa8","block_type":"box","text":"remain in the Underlying Index. At each monthly rebalancing, no index constituent can represent more than 30% of the","page_number":28,"box":{"x":89,"y":615,"width":837,"height":12}},{"id":"4c6a374f-de2c-400f-88e5-5dbef468d562","block_type":"box","text":"weight of the Underlying Index, and the five highest weighted index constituents do not account for more than 65% of the","page_number":28,"box":{"x":88,"y":630,"width":859,"height":12}},{"id":"f46b5a58-c0aa-4443-ad8c-48c5b2ec85cb","block_type":"box","text":"weight of the index in aggregate. The following types of bonds are specifically excluded from the Underlying Index: bonds","page_number":28,"box":{"x":88,"y":645,"width":852,"height":12}},{"id":"e76f00d7-aedb-4c46-abd1-75e7e4e1c740","block_type":"box","text":"issued under SEC Rule 144A, bonds classified as bond anticipation notes, tax anticipation notes, revenue anticipation notes,","page_number":28,"box":{"x":89,"y":660,"width":864,"height":12}},{"id":"a27901c1-e651-445c-942b-272cda10d0e6","block_type":"box","text":"tax and revenue anticipation notes, bonds subject to AMT, bonds with optional redemption dates (callable provisions), bonds","page_number":28,"box":{"x":88,"y":675,"width":878,"height":12}},{"id":"5c258968-bd27-4c73-bbbd-a5d4ce93898f","block_type":"box","text":"with Make-Whole calls, tobacco bonds, non-rated bonds, notes, taxable municipals, variable rate debt, commercial paper,","page_number":28,"box":{"x":88,"y":690,"width":851,"height":13}},{"id":"273f7b0e-2549-4eee-b338-483d4c80210c","block_type":"box","text":"and derivative securities (inverse floaters, forwards, and swaps).","page_number":28,"box":{"x":89,"y":705,"width":446,"height":13}},{"id":"79c57c5b-37fd-4930-9600-76f8257ed4af","block_type":"box","text":"Index Maintenance.","page_number":28,"box":{"x":89,"y":732,"width":142,"height":10}},{"id":"d11ac7a0-a1ef-44c2-bba0-17f7dd9de7ea","block_type":"box","text":"Outside of five years prior to the term of the Fund, the Underlying Index will be market value weighted.","page_number":28,"box":{"x":236,"y":732,"width":718,"height":12}},{"id":"8a635751-f82a-477a-be6d-11dca2d8e3ab","block_type":"box","text":"Five years prior to the term of the Fund, monthly rebalances occurring in rolling two year periods will remove bonds with a","page_number":28,"box":{"x":89,"y":747,"width":856,"height":12}},{"id":"91125153-548e-4efb-be36-83bf225b6044","block_type":"box","text":"maturity year outside the term of the Fund from the Underlying Index. Such rebalancing will begin with those bonds whose","page_number":28,"box":{"x":89,"y":762,"width":863,"height":12}},{"id":"a8c423fe-44bc-4aae-8a0b-5635da33f8bc","block_type":"box","text":"effective maturity date is furthest from that of the Underlying Index. As a result, as of December 31, 2025, the Underlying","page_number":28,"box":{"x":89,"y":777,"width":844,"height":12}},{"id":"c66a3bf2-8eb1-4700-b48a-b36215e38a2d","block_type":"box","text":"Index will not contain bonds with an effective maturity date later than December 2, 2026.","page_number":28,"box":{"x":89,"y":792,"width":624,"height":13}},{"id":"602d550d-64f2-4dd5-aefc-41cbfdf0c080","block_type":"box","text":"S&P AMT-Free Municipal Series Callable-Adjusted Dec 2027 Index","page_number":28,"box":{"x":88,"y":819,"width":479,"height":12}},{"id":"1d177a03-41b1-4517-93a9-8b71a5072e4f","block_type":"box","text":"TM","page_number":28,"box":{"x":567,"y":817,"width":17,"height":6}},{"id":"f207ed25-a41b-412b-b3df-75c8b5b1359d","block_type":"box","text":"Number of Components: approximately 13,407","page_number":28,"box":{"x":89,"y":845,"width":338,"height":12}},{"id":"7b977484-757f-46f0-a8af-10195b3d7037","block_type":"box","text":"19","page_number":28,"box":{"x":521,"y":894,"width":15,"height":9}},{"id":"0949e820-58bf-407b-82c5-41fb45afff4f","block_type":"box","text":"Index Description.","page_number":29,"box":{"x":89,"y":44,"width":131,"height":12}},{"id":"babaa99d-930a-44cc-88f4-2df52b434dea","block_type":"box","text":"The S&P AMT-Free Municipal Series Callable-Adjusted Dec 2027 Index","page_number":29,"box":{"x":225,"y":44,"width":495,"height":12}},{"id":"36ca5dea-b7b5-46ee-b9dc-8054c7fcda81","block_type":"box","text":"TM","page_number":29,"box":{"x":720,"y":42,"width":17,"height":6}},{"id":"ef97665e-0745-4b6a-a257-9fea90c2567e","block_type":"box","text":"is a broad, comprehensive,","page_number":29,"box":{"x":743,"y":44,"width":185,"height":12}},{"id":"f69ea27b-36cd-47a3-b15f-fe9ec4191262","block_type":"box","text":"market value weighted index designed to measure the performance of investment-grade, non-callable and callable U.S.","page_number":29,"box":{"x":89,"y":59,"width":833,"height":12}},{"id":"082bf7d5-dab6-41d8-8aaa-a96b7c1eab7e","block_type":"box","text":"municipal bonds expected to mature or be redeemed after December 31, 2026 and prior to December 2, 2027. As of October","page_number":29,"box":{"x":89,"y":74,"width":872,"height":12}},{"id":"1c9439e4-daa3-4d90-9b43-d8bc37a5c3b7","block_type":"box","text":"31, 2025, the Underlying Index consisted of 13,407 bonds, with a total market value of approximately $115.7 billion.","page_number":29,"box":{"x":89,"y":89,"width":805,"height":13}},{"id":"ab1a4b7b-0446-46a0-aa04-1b8966ee0397","block_type":"box","text":"Index Methodology.","page_number":29,"box":{"x":89,"y":116,"width":143,"height":12}},{"id":"60dced1a-0d11-4913-a5c6-f98e76c27ef0","block_type":"box","text":"The Underlying Index consists of bonds that will mature or be redeemed after December 31, 2026 and","page_number":29,"box":{"x":237,"y":116,"width":715,"height":12}},{"id":"125c923d-5fe3-4ef1-b064-e4d0f1dcab1f","block_type":"box","text":"before December 2, 2027. Callable bonds are eligible subject to the following: (i) a final maturity date after December 31,","page_number":29,"box":{"x":89,"y":131,"width":840,"height":12}},{"id":"b8a7649c-1cc5-4862-acf8-aaf863dced4c","block_type":"box","text":"2026 and before December 2, 2027, and a next call date no sooner than two years prior to final maturity; or (ii) a final","page_number":29,"box":{"x":89,"y":146,"width":818,"height":12}},{"id":"bafe9f13-b10b-46c9-9b44-55c53a6db7c9","block_type":"box","text":"maturity date up to four years after the index maturity year, if the next call date is within the index maturity range. Bonds in","page_number":29,"box":{"x":89,"y":161,"width":861,"height":12}},{"id":"da44b405-cbff-4ebd-81a0-79f7e4fcd0d1","block_type":"box","text":"the Underlying Index that mature or are pre-refunded in their respective year of maturity do not accrue interest past the","page_number":29,"box":{"x":88,"y":176,"width":838,"height":13}},{"id":"bb1f4bd0-899c-48b9-ac35-333d9c17a307","block_type":"box","text":"maturity or pre-refund date. When a bond that is included in the Underlying Index matures or is pre-refunded, the proceeds","page_number":29,"box":{"x":89,"y":191,"width":865,"height":13}},{"id":"0e3f1f25-56fc-4a07-a5d2-5c290683664b","block_type":"box","text":"are reinvested at the daily rate of return of the S&P National AMT-Free Municipal VRDO Index for the duration of the","page_number":29,"box":{"x":89,"y":206,"width":813,"height":13}},{"id":"7f61313b-b7e5-4d22-b007-39b15f19867f","block_type":"box","text":"Underlying Index’s term. By December 2, 2027, the Underlying Index value will be represented by cash as no securities will","page_number":29,"box":{"x":89,"y":222,"width":851,"height":12}},{"id":"2144119a-e799-48e2-bba1-6364420bd95d","block_type":"box","text":"remain in the Underlying Index. At each monthly rebalancing, no index constituent can represent more than 30% of the","page_number":29,"box":{"x":89,"y":237,"width":837,"height":12}},{"id":"0c9f258c-13c2-484f-9176-759d84f166ab","block_type":"box","text":"weight of the Underlying Index, and the five highest weighted index constituents do not account for more than 65% of the","page_number":29,"box":{"x":88,"y":252,"width":859,"height":12}},{"id":"b3cc4956-7a83-4a7e-8f14-3e025b5c930f","block_type":"box","text":"weight of the index in aggregate. The following types of bonds are specifically excluded from the Underlying Index: bonds","page_number":29,"box":{"x":88,"y":267,"width":852,"height":12}},{"id":"ab286aa0-aa0f-4999-b4f7-cb1f27dc7f51","block_type":"box","text":"issued under SEC Rule 144A, bonds classified as bond anticipation notes, tax anticipation notes, revenue anticipation notes,","page_number":29,"box":{"x":89,"y":282,"width":864,"height":12}},{"id":"25a62ecc-b153-46bf-b6a3-8dba3dedd1f7","block_type":"box","text":"tax and revenue anticipation notes, bonds subject to AMT, bonds with optional redemption dates (callable provisions), bonds","page_number":29,"box":{"x":88,"y":297,"width":878,"height":12}},{"id":"659e7174-b833-4882-825b-49cc67084060","block_type":"box","text":"with Make-Whole calls, tobacco bonds, non-rated bonds, notes, taxable municipals, variable rate debt, commercial paper,","page_number":29,"box":{"x":88,"y":312,"width":851,"height":13}},{"id":"af677c7f-7d11-4cfd-852a-c5b94c5edbc4","block_type":"box","text":"derivative securities (inverse floaters, forwards, and swaps).","page_number":29,"box":{"x":89,"y":327,"width":415,"height":13}},{"id":"c1e2d1e6-0961-44aa-81d3-6602fb85f952","block_type":"box","text":"Index Maintenance.","page_number":29,"box":{"x":89,"y":354,"width":142,"height":10}},{"id":"ff8092d8-6142-486c-a85e-c3a485570eb1","block_type":"box","text":"Outside of five years prior to the term of the Fund, the Underlying Index will be market value weighted.","page_number":29,"box":{"x":236,"y":354,"width":718,"height":12}},{"id":"a8366677-a4f3-45e6-bddb-e5e2afb7ace2","block_type":"box","text":"Five years prior to the term of the Fund, monthly rebalances occurring in rolling two year periods will remove bonds with a","page_number":29,"box":{"x":89,"y":369,"width":856,"height":12}},{"id":"5989ea0f-29d6-4c1b-be10-4c551778381f","block_type":"box","text":"maturity year outside the term of the Fund from the Underlying Index. Such rebalancing will begin with those bonds whose","page_number":29,"box":{"x":89,"y":384,"width":863,"height":12}},{"id":"75b7d6af-3ed8-481c-b282-d434f8b88417","block_type":"box","text":"effective maturity date is furthest from that of the Underlying Index. As a result, as of December 31, 2026, the Underlying","page_number":29,"box":{"x":89,"y":399,"width":844,"height":13}},{"id":"9b5428bd-81d1-451b-899d-3021928b441f","block_type":"box","text":"Index will not contain bonds with an effective maturity date later than December 2, 2027.","page_number":29,"box":{"x":89,"y":414,"width":622,"height":13}},{"id":"76f89559-50d7-4c35-9907-f160cf07037a","block_type":"box","text":"S&P AMT-Free Municipal Series Callable-Adjusted Dec 2028 Index","page_number":29,"box":{"x":88,"y":441,"width":479,"height":12}},{"id":"11a7eeaf-5b67-4a95-bb78-9f739cdd83ca","block_type":"box","text":"TM","page_number":29,"box":{"x":568,"y":439,"width":17,"height":6}},{"id":"92348032-55bf-45b6-877c-ace23d9500f2","block_type":"box","text":"Number of Components: approximately 12,167","page_number":29,"box":{"x":89,"y":467,"width":338,"height":13}},{"id":"946d246f-88ff-432b-8af1-1753c8186edc","block_type":"box","text":"Index Description.","page_number":29,"box":{"x":89,"y":494,"width":131,"height":12}},{"id":"cda42028-7a45-45e4-8272-9de91c1c5b14","block_type":"box","text":"The S&P AMT-Free Municipal Series Callable-Adjusted Dec 2028 Index","page_number":29,"box":{"x":225,"y":494,"width":495,"height":12}},{"id":"0f7c203d-24c7-4fe2-8fd6-e2d66d028205","block_type":"box","text":"TM","page_number":29,"box":{"x":721,"y":492,"width":17,"height":6}},{"id":"6efc6e07-58e5-4c30-a27f-4caa0d2f67fb","block_type":"box","text":"is a broad, comprehensive,","page_number":29,"box":{"x":743,"y":494,"width":186,"height":12}},{"id":"b47cefc7-56e5-4352-82cd-1695c1f92662","block_type":"box","text":"market value weighted index designed to measure the performance of investment-grade, non-callable and callable U.S.","page_number":29,"box":{"x":89,"y":509,"width":833,"height":12}},{"id":"09559dbf-bf38-44c7-9058-d04b00342c32","block_type":"box","text":"municipal bonds expected to mature or be redeemed after December 31, 2027 and prior to December 2, 2028. As of October","page_number":29,"box":{"x":89,"y":524,"width":874,"height":12}},{"id":"9bddf4d4-2849-4c18-a38d-93cb979853bf","block_type":"box","text":"31, 2025, the Underlying Index consisted of 12,167 bonds, with a total market value of approximately $111.8 billion.","page_number":29,"box":{"x":89,"y":539,"width":803,"height":12}},{"id":"ff8bfde8-8e87-45a9-bdb6-c3e93eae99a0","block_type":"box","text":"Index Methodology.","page_number":29,"box":{"x":89,"y":565,"width":143,"height":13}},{"id":"cbae9281-95f2-4b79-8517-66c9b4d98cd6","block_type":"box","text":"The Underlying Index consists of bonds that will mature or be redeemed after December 31, 2027 and","page_number":29,"box":{"x":237,"y":565,"width":714,"height":13}},{"id":"4c92088e-ad2a-42d5-82c4-ac2155b94971","block_type":"box","text":"before December 2, 2028. Callable bonds are eligible subject to the following: (i) a final maturity date after December 31,","page_number":29,"box":{"x":89,"y":581,"width":842,"height":12}},{"id":"9b1f2553-5a0f-4f4a-8eb5-0ac12cc43604","block_type":"box","text":"2027 and before December 2, 2028, and a next call date no sooner than two years prior to final maturity; or (ii) a final","page_number":29,"box":{"x":89,"y":596,"width":819,"height":12}},{"id":"8e63f07a-b4f6-440f-bde0-eabdfc94b796","block_type":"box","text":"maturity date up to four years after the index maturity year, if the next call date is within the index maturity range. Bonds in","page_number":29,"box":{"x":89,"y":611,"width":861,"height":12}},{"id":"5af36e70-70f5-4022-8699-e397f4b48d2f","block_type":"box","text":"the Underlying Index that mature or are pre-refunded in their respective year of maturity do not accrue interest past the","page_number":29,"box":{"x":88,"y":626,"width":838,"height":12}},{"id":"c172e985-6071-4ac9-8ba1-b2b78b8b8888","block_type":"box","text":"maturity or pre-refund date. When a bond that is included in the Underlying Index matures or is pre-refunded, the proceeds","page_number":29,"box":{"x":89,"y":641,"width":865,"height":12}},{"id":"799c34a0-66e1-4a34-a7c2-868af1e112ad","block_type":"box","text":"are reinvested at the daily rate of return of the S&P National AMT-Free Municipal VRDO Index for the duration of the","page_number":29,"box":{"x":89,"y":656,"width":813,"height":13}},{"id":"e2369cfe-4ae6-4df2-8229-31c04f20ca08","block_type":"box","text":"Underlying Index’s term. By December 2, 2028, the Underlying Index value will be represented by cash as no securities will","page_number":29,"box":{"x":89,"y":671,"width":853,"height":13}},{"id":"09035203-e20d-4761-a3c3-b15f62ea90b1","block_type":"box","text":"remain in the Underlying Index. At each monthly rebalancing, no index constituent can represent more than 30% of the","page_number":29,"box":{"x":89,"y":686,"width":837,"height":13}},{"id":"c2798d9b-f4b5-4a3d-a87f-27e34802b007","block_type":"box","text":"weight of the Underlying Index, and the five highest weighted index constituents do not account for more than 65% of the","page_number":29,"box":{"x":88,"y":702,"width":859,"height":12}},{"id":"2d06c417-383e-47f4-8eff-15e1e0042852","block_type":"box","text":"weight of the index in aggregate. The following types of bonds are specifically excluded from the Underlying Index: bonds","page_number":29,"box":{"x":88,"y":717,"width":852,"height":12}},{"id":"10203290-2128-49ba-85e9-a7a725fca3af","block_type":"box","text":"issued under SEC Rule 144A, bonds classified as bond anticipation notes, tax anticipation notes, revenue anticipation notes,","page_number":29,"box":{"x":89,"y":732,"width":864,"height":12}},{"id":"58f00e66-2f3c-4791-9f2d-8d8ca955ec7b","block_type":"box","text":"tax and revenue anticipation notes, bonds subject to AMT, bonds with optional redemption dates (callable provisions), bonds","page_number":29,"box":{"x":88,"y":747,"width":878,"height":12}},{"id":"9bf725ea-8a11-4346-97bb-d03f32c56060","block_type":"box","text":"with Make-Whole calls, tobacco bonds, non-rated bonds, notes, taxable municipals, variable rate debt, commercial paper,","page_number":29,"box":{"x":88,"y":762,"width":851,"height":12}},{"id":"6c320614-2a22-4b9f-938e-5c5652f38139","block_type":"box","text":"derivative securities (inverse floaters, forwards, and swaps).","page_number":29,"box":{"x":89,"y":777,"width":415,"height":12}},{"id":"94985b70-c40d-4d93-90c1-d8a8f5f2ff83","block_type":"box","text":"Index Maintenance.","page_number":29,"box":{"x":89,"y":804,"width":142,"height":9}},{"id":"96104385-fa91-42e2-a624-b8a45e334551","block_type":"box","text":"Outside of five years prior to the term of the Fund, the Underlying Index will be market value weighted.","page_number":29,"box":{"x":236,"y":804,"width":718,"height":12}},{"id":"05021bb6-c549-4335-86ec-5ae0f72ee50f","block_type":"box","text":"Five years prior to the term of the Fund, monthly rebalances occurring in rolling two year periods will remove bonds with a","page_number":29,"box":{"x":89,"y":819,"width":856,"height":12}},{"id":"9cfa21c0-c76c-4a30-97a0-ff329097e52a","block_type":"box","text":"maturity year outside the term of the Fund from the Underlying Index. Such rebalancing will begin with those bonds whose","page_number":29,"box":{"x":89,"y":834,"width":863,"height":12}},{"id":"143d2abb-43c2-4f17-8179-7c10bb0aeca8","block_type":"box","text":"effective maturity date is furthest from that of the Underlying Index. As a result, as of December 31, 2027, the Underlying","page_number":29,"box":{"x":89,"y":849,"width":842,"height":12}},{"id":"aeaf13f7-3199-45c3-ba41-5b0d7ad4e110","block_type":"box","text":"Index will not contain bonds with an effective maturity date later than December 2, 2028.","page_number":29,"box":{"x":89,"y":864,"width":624,"height":12}},{"id":"436efb2d-c429-4e3f-b00b-c2251ab8ffc6","block_type":"box","text":"20","page_number":29,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"47d61b52-77b3-4012-9bc4-88a310a07428","block_type":"box","text":"S&P AMT-Free Municipal Series Callable-Adjusted 2029 Index","page_number":30,"box":{"x":88,"y":44,"width":447,"height":12}},{"id":"2bb393ab-003c-4dc7-84fa-62b07f206c0e","block_type":"box","text":"TM","page_number":30,"box":{"x":535,"y":42,"width":18,"height":6}},{"id":"7e9ed19e-f1d7-4db5-91e3-2fadcf2696cb","block_type":"box","text":"Number of Components: approximately 10,442","page_number":30,"box":{"x":89,"y":70,"width":339,"height":13}},{"id":"257e3af1-b747-4408-9456-82d509c3cb09","block_type":"box","text":"Index Description.","page_number":30,"box":{"x":89,"y":97,"width":131,"height":12}},{"id":"a805e87f-0358-4a31-807b-79a86db8f439","block_type":"box","text":"The S&P AMT-Free Municipal Series Callable-Adjusted 2029 Index™ is a broad, comprehensive, market","page_number":30,"box":{"x":225,"y":97,"width":728,"height":12}},{"id":"6804c50d-675c-4bb6-bf28-3a9d0a2af717","block_type":"box","text":"value-weighted index that seeks to measure the performance of investment-grade, tax-exempt, non-callable and callable U.S.","page_number":30,"box":{"x":88,"y":112,"width":879,"height":12}},{"id":"0abf704b-b3fc-4743-b043-581aff575a72","block_type":"box","text":"municipal bonds expected to mature or be redeemed after December 31, 2028 and prior to December 2, 2029. As of October","page_number":30,"box":{"x":89,"y":127,"width":874,"height":12}},{"id":"ffdbc191-54eb-43b7-89f5-2ada50b87685","block_type":"box","text":"31, 2025, the Underlying Index consisted of 10,442 bonds, with a total market value of approximately $91.0 billion.","page_number":30,"box":{"x":89,"y":142,"width":798,"height":12}},{"id":"3719b6af-bb74-45c9-8dd2-8a722693b534","block_type":"box","text":"Index Methodology.","page_number":30,"box":{"x":89,"y":169,"width":143,"height":12}},{"id":"998d76d9-3435-4bb3-a02e-3752cbf50754","block_type":"box","text":"The Underlying Index consists of bonds that will mature or be redeemed after December 31, 2028 and","page_number":30,"box":{"x":237,"y":169,"width":715,"height":12}},{"id":"1ef61236-5cfb-416b-9c14-bf24ae79dbea","block_type":"box","text":"before December 2, 2029. Callable bonds are eligible subject to the following: (i) a final maturity date after December 31,","page_number":30,"box":{"x":89,"y":184,"width":842,"height":12}},{"id":"04ff29b9-e1e1-45f7-955b-8e8084761c86","block_type":"box","text":"2028 and before December 2, 2029, and a next call date no sooner than two years prior to final maturity; or (ii) a final","page_number":30,"box":{"x":89,"y":199,"width":820,"height":12}},{"id":"4b5d542b-b3d5-481c-bfea-33f5d95b68ad","block_type":"box","text":"maturity date up to four years after the index maturity year, if the next call date is within the index maturity range. Prior to","page_number":30,"box":{"x":89,"y":214,"width":852,"height":12}},{"id":"133b95e3-9f70-4a19-afc0-96d68532da34","block_type":"box","text":"the Underlying Index year of maturity, redeemed bonds are represented as cash until the subsequent monthly rebalancing","page_number":30,"box":{"x":88,"y":229,"width":853,"height":12}},{"id":"534c3c5a-595c-49ae-a15d-b8f67c41992c","block_type":"box","text":"date during which eligible bonds are added to the Underlying Index. When a bond that is included in the Underlying Index","page_number":30,"box":{"x":89,"y":244,"width":852,"height":13}},{"id":"9da7f953-e371-4f02-9407-8243986b0c27","block_type":"box","text":"matures, its value will be represented in the Underlying Index by cash and/or cash equivalents throughout the remaining life","page_number":30,"box":{"x":89,"y":259,"width":868,"height":13}},{"id":"dfb809c1-6798-4291-92a5-f85dca615f26","block_type":"box","text":"of the Underlying Index. By December 2, 2029, the Underlying Index value will be represented by cash as no securities will","page_number":30,"box":{"x":89,"y":274,"width":850,"height":13}},{"id":"cf6af63b-09ca-4b2f-992a-9e9a1669bf42","block_type":"box","text":"remain in the Underlying Index. At each monthly rebalancing, no index constituent can represent more than 30% of the","page_number":30,"box":{"x":89,"y":290,"width":837,"height":12}},{"id":"289287cb-1f33-4dbe-852f-4049d43f223c","block_type":"box","text":"weight of the Underlying Index, and the five highest weighted index constituents cannot account for more than 65% of the","page_number":30,"box":{"x":88,"y":305,"width":862,"height":12}},{"id":"9de98003-dc57-4854-8eec-701b8a8fb319","block_type":"box","text":"weight of the index in aggregate. The following types of bonds, among others, are specifically excluded from the Underlying","page_number":30,"box":{"x":88,"y":320,"width":868,"height":12}},{"id":"32277ae1-1bb8-4452-84ee-b67606360014","block_type":"box","text":"Index: bonds subject to AMT, tobacco bonds, non-rated bonds (except pre-refunded/escrowed to maturity bonds), notes,","page_number":30,"box":{"x":89,"y":335,"width":854,"height":12}},{"id":"758ba905-a4e7-4fba-8c27-453b41d8dc57","block_type":"box","text":"taxable municipals, variable rate debt (except for known step-up/down coupon schedule bonds), commercial paper, bonds","page_number":30,"box":{"x":88,"y":350,"width":863,"height":12}},{"id":"45945ee5-cf31-4bef-8cd4-652d8ab45cba","block_type":"box","text":"with make whole calls, health care bonds, conduit bonds where the obligor is a for-profit institution, housing bonds,","page_number":30,"box":{"x":88,"y":365,"width":813,"height":12}},{"id":"57e9fb29-1b3c-473f-a460-df9f993ca27e","block_type":"box","text":"industrial bonds, and derivative securities (inverse floaters, forwards, and swaps). Effective March 2, 2026, bonds with make","page_number":30,"box":{"x":89,"y":380,"width":865,"height":13}},{"id":"4841e55c-3cb1-4620-acd1-459692ad5a92","block_type":"box","text":"whole call provisions shall be eligible for inclusion in the Underlying Index.","page_number":30,"box":{"x":88,"y":395,"width":518,"height":13}},{"id":"1662562d-9873-4f3b-8b54-b7363a31f47f","block_type":"box","text":"Index Maintenance.","page_number":30,"box":{"x":89,"y":422,"width":142,"height":10}},{"id":"6ccd14d8-8d2e-4ec9-ba54-ecea5a664091","block_type":"box","text":"Outside of five years prior to the term of the Fund, the Underlying Index will be market value weighted.","page_number":30,"box":{"x":236,"y":422,"width":718,"height":12}},{"id":"5092bf88-9ed3-43bd-a2b7-f44aa4fc053a","block_type":"box","text":"Five years prior to the term of the Fund, monthly rebalances occurring in rolling two year periods will remove bonds with a","page_number":30,"box":{"x":89,"y":437,"width":856,"height":12}},{"id":"5ed4bc4a-9b3f-4001-8b60-36294ee2e53f","block_type":"box","text":"maturity year outside the term of the Fund from the Underlying Index. Such rebalancing will begin with those bonds whose","page_number":30,"box":{"x":89,"y":452,"width":863,"height":12}},{"id":"e56dba2b-33b1-4c01-b293-310f9f6c93a1","block_type":"box","text":"effective maturity date is furthest from that of the Underlying Index. As a result, as of December 31, 2028, the Underlying","page_number":30,"box":{"x":89,"y":467,"width":844,"height":13}},{"id":"ee072da1-7458-4739-856c-0b5caf82407d","block_type":"box","text":"Index will not contain bonds with an effective maturity date later than December 2, 2029.","page_number":30,"box":{"x":89,"y":482,"width":624,"height":13}},{"id":"92164b3d-c050-4bd8-a0c4-f3880d439348","block_type":"box","text":"S&P AMT-Free Municipal Series Callable-Adjusted 2030 Index","page_number":30,"box":{"x":88,"y":509,"width":448,"height":12}},{"id":"30bf9d14-304a-451d-8936-ed85089b61dc","block_type":"box","text":"TM","page_number":30,"box":{"x":536,"y":507,"width":17,"height":6}},{"id":"a4db0cb3-f73c-4a9b-bf01-d4ea4b5e058e","block_type":"box","text":"Number of Components: approximately 9,801","page_number":30,"box":{"x":89,"y":535,"width":328,"height":13}},{"id":"edcc3273-81df-4730-93c8-9dbc5fd2ac82","block_type":"box","text":"Index Description.","page_number":30,"box":{"x":89,"y":562,"width":131,"height":12}},{"id":"9c68c1ac-d35b-4cff-9dac-8ca0baf3205b","block_type":"box","text":"The S&P AMT-Free Municipal Series Callable-Adjusted 2030 Index™ is a broad, comprehensive, market","page_number":30,"box":{"x":225,"y":562,"width":728,"height":12}},{"id":"e5c85699-c994-4b81-bcbd-07d3c490095b","block_type":"box","text":"value-weighted index that seeks to measure the performance of investment-grade, tax-exempt, non-callable and callable U.S.","page_number":30,"box":{"x":88,"y":577,"width":879,"height":12}},{"id":"df1640a5-23ad-48a1-ad40-ac4a22839bb7","block_type":"box","text":"municipal bonds expected to mature or be redeemed after December 31, 2029 and prior to December 2, 2030. As of October","page_number":30,"box":{"x":89,"y":592,"width":874,"height":12}},{"id":"402bc050-da5b-47f4-b2ac-4fd684e5ed0d","block_type":"box","text":"31, 2025, the Underlying Index consisted of 9,801 bonds, with a total market value of approximately $89.9 billion.","page_number":30,"box":{"x":89,"y":607,"width":791,"height":12}},{"id":"cf8129c4-76c7-4a6f-bf8d-0ebe8ef5d349","block_type":"box","text":"Index Methodology","page_number":30,"box":{"x":89,"y":633,"width":141,"height":13}},{"id":"0b6d4852-3af3-4e3b-ab7d-0af4751d2c40","block_type":"box","text":". The Underlying Index consists of bonds that will mature or be redeemed after December 31, 2029 and","page_number":30,"box":{"x":231,"y":633,"width":722,"height":13}},{"id":"32ae1a74-c9a7-467c-a39d-f6d04ee267c5","block_type":"box","text":"before December 2, 2030. Callable bonds are eligible subject to the following: (i) a final maturity date after December 31,","page_number":30,"box":{"x":89,"y":649,"width":842,"height":12}},{"id":"a39b6407-7dc4-40cd-a414-f4091ef02e64","block_type":"box","text":"2029 and before December 2, 2030, and a next call date no sooner than two years prior to final maturity; or (ii) a final","page_number":30,"box":{"x":89,"y":664,"width":820,"height":12}},{"id":"ea0841dc-8b3b-4866-a96c-c4b2109df87a","block_type":"box","text":"maturity date up to four years after the index maturity year, if the next call date is within the index maturity range. Prior to","page_number":30,"box":{"x":89,"y":679,"width":852,"height":12}},{"id":"704f282e-a365-4fc8-80ea-dd8d1d7ee240","block_type":"box","text":"the Underlying Index year of maturity, redeemed bonds are represented as cash until the subsequent monthly rebalancing","page_number":30,"box":{"x":88,"y":694,"width":853,"height":12}},{"id":"75a7165c-aa4c-4960-9ee4-83e1d7935e4c","block_type":"box","text":"date during which eligible bonds are added to the Underlying Index. When a bond that is included in the Underlying Index","page_number":30,"box":{"x":89,"y":709,"width":852,"height":12}},{"id":"81421dea-96ac-4169-9092-e305f7a957de","block_type":"box","text":"matures, its value will be represented in the Underlying Index by cash and/or cash equivalents throughout the remaining life","page_number":30,"box":{"x":89,"y":724,"width":868,"height":13}},{"id":"edec45ea-7f18-4687-9462-041010c8313d","block_type":"box","text":"of the Underlying Index. By December 2, 2030, the Underlying Index value will be represented by cash as no securities will","page_number":30,"box":{"x":89,"y":739,"width":849,"height":13}},{"id":"fa405da0-b4bb-4172-9cca-8c9e3daf49c9","block_type":"box","text":"remain in the Underlying Index. At each monthly rebalancing, no index constituent can represent more than 30% of the","page_number":30,"box":{"x":89,"y":754,"width":837,"height":13}},{"id":"09c4d1a9-d63c-47c0-8e6a-ed919f954471","block_type":"box","text":"weight of the Underlying Index, and the five highest weighted index constituents cannot account for more than 65% of the","page_number":30,"box":{"x":88,"y":770,"width":862,"height":12}},{"id":"d57c9ad2-0986-4caf-b3cd-c96cba7f3659","block_type":"box","text":"weight of the index in aggregate. The following types of bonds, among others, are specifically excluded from the Underlying","page_number":30,"box":{"x":88,"y":785,"width":868,"height":12}},{"id":"9c01907c-1fc2-4694-be37-9211b34d6645","block_type":"box","text":"Index: bonds subject to AMT, tobacco bonds, non-rated bonds (except pre-refunded/escrowed to maturity bonds), notes,","page_number":30,"box":{"x":89,"y":800,"width":854,"height":12}},{"id":"2dccabdf-36d1-4738-88ea-745d6554ef09","block_type":"box","text":"taxable municipals, variable rate debt (except for known step-up/down coupon schedule bonds), commercial paper, bonds","page_number":30,"box":{"x":88,"y":815,"width":863,"height":12}},{"id":"817f7ea4-ae3b-432b-a579-717a13c8c2c7","block_type":"box","text":"with make whole calls, health care bonds, conduit bonds where the obligor is a for-profit institution, housing bonds,","page_number":30,"box":{"x":88,"y":830,"width":813,"height":12}},{"id":"7ccf236f-e7d2-43f9-a9f2-369c24e16aba","block_type":"box","text":"industrial bonds, and derivative securities (inverse floaters, forwards, and swaps). Effective March 2, 2026, bonds with make","page_number":30,"box":{"x":89,"y":845,"width":865,"height":12}},{"id":"672d6ff0-837d-4f21-bbc8-61295aba8635","block_type":"box","text":"whole call provisions shall be eligible for inclusion in the Underlying Index.","page_number":30,"box":{"x":88,"y":860,"width":518,"height":13}},{"id":"a383ddb1-1a64-4943-9ebb-2a5f0a6b8724","block_type":"box","text":"21","page_number":30,"box":{"x":520,"y":894,"width":13,"height":9}},{"id":"600c759a-6867-47cf-b69c-e75022a08d0f","block_type":"box","text":"Index Maintenance","page_number":31,"box":{"x":89,"y":44,"width":138,"height":10}},{"id":"dc1db510-ee58-4d2d-bc20-c24ccc5fc757","block_type":"box","text":". Outside of five years prior to the term of the Fund, the Underlying Index will be market value weighted.","page_number":31,"box":{"x":229,"y":44,"width":725,"height":12}},{"id":"fbb26c8d-07ef-4f31-b5a5-925a54ad9044","block_type":"box","text":"Five years prior to the term of the Fund, monthly rebalances occurring in rolling two year periods will remove bonds with a","page_number":31,"box":{"x":89,"y":59,"width":856,"height":12}},{"id":"beb16d08-2328-44ba-8acd-5493038b65f8","block_type":"box","text":"maturity year outside the term of the Fund from the Underlying Index. Such rebalancing will begin with those bonds whose","page_number":31,"box":{"x":89,"y":74,"width":863,"height":12}},{"id":"ec6fb6c5-c7aa-4388-99c4-6b5d6d7088c2","block_type":"box","text":"effective maturity date is furthest from that of the Underlying Index. As a result, as of December 31, 2029, the Underlying","page_number":31,"box":{"x":89,"y":89,"width":844,"height":13}},{"id":"fe1aec00-1e7b-492e-b2a8-430958f67026","block_type":"box","text":"Index will not contain bonds with an effective maturity date later than December 2, 2030.","page_number":31,"box":{"x":89,"y":104,"width":624,"height":13}},{"id":"52deb55e-093e-44f5-ae0f-9a2dfca3b853","block_type":"box","text":"S&P AMT-Free Municipal Series Callable-Adjusted 2031 Index","page_number":31,"box":{"x":88,"y":131,"width":447,"height":12}},{"id":"f49ae219-841a-4785-a36a-8af91e639574","block_type":"box","text":"TM","page_number":31,"box":{"x":535,"y":129,"width":17,"height":6}},{"id":"f9dc6543-f818-42e6-8233-ac3d7d4293c4","block_type":"box","text":"Number of Components: approximately 8,657","page_number":31,"box":{"x":89,"y":150,"width":331,"height":12}},{"id":"681ff84a-0724-4429-a087-53ad3c727e28","block_type":"box","text":"Index Description.","page_number":31,"box":{"x":89,"y":172,"width":131,"height":13}},{"id":"5e5cbeb6-b3b6-4e34-b8e1-f084293b85f2","block_type":"box","text":"The S&P AMT-Free Municipal Series Callable-Adjusted 2031 Index™ is a is a broad, comprehensive,","page_number":31,"box":{"x":225,"y":172,"width":695,"height":13}},{"id":"917232c2-41d2-41c2-8f1e-1ccbf2fdf6c0","block_type":"box","text":"market-value-weighted index that seeks to measure the performance of investment-grade, tax-exempt, non-callable and","page_number":31,"box":{"x":89,"y":188,"width":846,"height":12}},{"id":"c3d2d08c-2b45-4462-88f9-33205d6b0153","block_type":"box","text":"callable U.S. municipal bonds expected to mature or be redeemed after December 31, 2030 and prior to December 2, 2031.","page_number":31,"box":{"x":89,"y":203,"width":858,"height":12}},{"id":"e66d2fec-0b37-4c8e-ad4d-0afecdbeab2e","block_type":"box","text":"As of October 31, 2025 the Underlying Index consisted of 8,657 bonds, with a total market value of approximately $82.9","page_number":31,"box":{"x":88,"y":218,"width":840,"height":12}},{"id":"4ac9fb6a-9b38-47fa-becd-e8bcd02e5964","block_type":"box","text":"billion","page_number":31,"box":{"x":89,"y":233,"width":40,"height":10}},{"id":"4005598d-d2f3-4526-842c-4345b223d21f","block_type":"box","text":"Index Methodology.","page_number":31,"box":{"x":89,"y":259,"width":143,"height":13}},{"id":"bf1165da-5dba-461d-944b-fd36ac473370","block_type":"box","text":"The Underlying Index consists of bonds that will mature or be redeemed after December 31, 2030 and","page_number":31,"box":{"x":237,"y":259,"width":715,"height":13}},{"id":"782a7cb9-f032-4293-90c3-25773f45e258","block_type":"box","text":"before December 2, 2031. Callable bonds are eligible subject to the following: (i) a final maturity date after December 31,","page_number":31,"box":{"x":89,"y":274,"width":841,"height":13}},{"id":"d319d66e-6582-4694-aa31-d4b17a70908b","block_type":"box","text":"2030 and before December 2, 2031, and a next call date no sooner than two years prior to final maturity; or (ii) a final","page_number":31,"box":{"x":89,"y":290,"width":818,"height":12}},{"id":"ea7ecfa9-832e-4af0-a292-7afdb78b09bd","block_type":"box","text":"maturity date up to four years after the index maturity year, if the next call date is within the index maturity range. Prior to","page_number":31,"box":{"x":89,"y":305,"width":852,"height":12}},{"id":"65a73c32-4557-4e24-a6da-1115ab247f34","block_type":"box","text":"the Underlying Index year of maturity, redeemed bonds are represented as cash until the subsequent monthly rebalancing","page_number":31,"box":{"x":88,"y":320,"width":853,"height":12}},{"id":"7d378838-76bb-48ab-b28d-4a198f729327","block_type":"box","text":"date during which eligible bonds are added to the Underlying Index. When a bond that is included in the Underlying Index","page_number":31,"box":{"x":89,"y":335,"width":852,"height":12}},{"id":"9d147611-badc-4d79-a26b-c115f6b985ab","block_type":"box","text":"matures, its value will be represented in the Underlying Index by cash and/or cash equivalents throughout the remaining life","page_number":31,"box":{"x":89,"y":350,"width":868,"height":12}},{"id":"88f610df-f6dd-4afb-9cc9-bccd986df7d9","block_type":"box","text":"of the Underlying Index. By December 2, 2031, the Underlying Index value will be represented by cash as no securities will","page_number":31,"box":{"x":89,"y":365,"width":848,"height":12}},{"id":"40898e31-3ddb-41a5-980e-fa23375873cf","block_type":"box","text":"remain in the Underlying Index. At each monthly rebalancing, no index constituent can represent more than 30% of the","page_number":31,"box":{"x":89,"y":380,"width":837,"height":13}},{"id":"b0540c89-4857-4699-8a11-698dd99550a0","block_type":"box","text":"weight of the Underlying Index, and the five highest weighted index constituents cannot account for more than 65% of the","page_number":31,"box":{"x":88,"y":395,"width":862,"height":13}},{"id":"1818c012-4e60-4220-b0be-001aaab10594","block_type":"box","text":"weight of the index in aggregate. The following types of bonds, among others, are specifically excluded from the Underlying","page_number":31,"box":{"x":88,"y":410,"width":868,"height":13}},{"id":"e75dc430-18de-4f13-bbcb-8a5e43a6ed0a","block_type":"box","text":"Index: bonds subject to AMT, tobacco bonds, non-rated bonds (except pre-refunded/escrowed to maturity bonds), notes,","page_number":31,"box":{"x":89,"y":426,"width":854,"height":12}},{"id":"fbd4a877-c37c-4b98-8dfa-34ade9ad8476","block_type":"box","text":"taxable municipals, variable rate debt (except for known step-up/down coupon schedule bonds), commercial paper, bonds","page_number":31,"box":{"x":88,"y":441,"width":863,"height":12}},{"id":"1759d3f1-f252-4895-9568-05fc4a43632d","block_type":"box","text":"with make whole calls, health care bonds, conduit bonds where the obligor is a for-profit institution, housing bonds,","page_number":31,"box":{"x":88,"y":456,"width":813,"height":12}},{"id":"2846477c-826f-42bf-bf61-0be7893c4367","block_type":"box","text":"industrial bonds, and derivative securities (inverse floaters, forwards, and swaps). Effective March 2, 2026, bonds with make","page_number":31,"box":{"x":89,"y":471,"width":865,"height":12}},{"id":"f0e9928b-3c50-4c15-9695-6a01295e707a","block_type":"box","text":"whole call provisions shall be eligible for inclusion in the Underlying Index.","page_number":31,"box":{"x":88,"y":486,"width":518,"height":12}},{"id":"3bb02570-1b48-4a9a-bad8-1696de102d3f","block_type":"box","text":"Index Maintenance","page_number":31,"box":{"x":89,"y":513,"width":138,"height":9}},{"id":"36494b2e-b8d6-44c9-baa8-a699bc7e5cfb","block_type":"box","text":". Outside of five years prior to the term of the Fund, the Underlying Index will be market value weighted.","page_number":31,"box":{"x":229,"y":513,"width":725,"height":12}},{"id":"f709466e-21cf-4c64-835a-29122fb59dab","block_type":"box","text":"Five years prior to the term of the Fund, monthly rebalances occurring in rolling two year periods will remove bonds with a","page_number":31,"box":{"x":89,"y":528,"width":856,"height":12}},{"id":"37a7df41-8eb1-4bc8-b33a-fa27172c9dcf","block_type":"box","text":"maturity year outside the term of the Fund from the Underlying Index. Such rebalancing will begin with those bonds whose","page_number":31,"box":{"x":89,"y":543,"width":863,"height":12}},{"id":"5ee2c2e6-d756-4c40-a804-18b6b1ab1e39","block_type":"box","text":"effective maturity date is furthest from that of the Underlying Index. As a result, as of December 31, 2030, the Underlying","page_number":31,"box":{"x":89,"y":558,"width":844,"height":12}},{"id":"8e6ec04b-4f9e-4b5e-bf79-10a0e1c531d2","block_type":"box","text":"Index will not contain bonds with an effective maturity date later than December 2, 2031.","page_number":31,"box":{"x":89,"y":573,"width":623,"height":12}},{"id":"da82bbff-0e42-4a2f-a7e3-fc1db41f99d5","block_type":"box","text":"Investment Policies","page_number":31,"box":{"x":91,"y":604,"width":318,"height":23}},{"id":"2c988f52-35f7-485d-abf8-68c451f42713","block_type":"box","text":"The Board has adopted as fundamental policies the following numbered investment policies, which cannot be changed","page_number":31,"box":{"x":88,"y":645,"width":835,"height":12}},{"id":"6cb6dd88-0f7d-49a2-a3e3-6574beef9247","block_type":"box","text":"without the approval of the holders of a majority of the Fund’s outstanding voting securities. A vote of a majority of the","page_number":31,"box":{"x":88,"y":660,"width":835,"height":12}},{"id":"5c00fcc9-7257-4d81-934e-fa361a0b41d6","block_type":"box","text":"outstanding voting securities of a Fund is defined in the Investment Company Act as the lesser of (i) 67% or more of the","page_number":31,"box":{"x":89,"y":675,"width":841,"height":12}},{"id":"7ab88566-cdc6-4bc2-83e5-04795bc02752","block_type":"box","text":"voting securities present at a shareholder meeting, if the holders of more than 50% of the outstanding voting securities of","page_number":31,"box":{"x":88,"y":690,"width":856,"height":13}},{"id":"bbe7afb1-20a8-4e2b-a138-567ef2599b19","block_type":"box","text":"the Fund are present or represented by proxy, or (ii) more than 50% of outstanding voting securities of the Fund. Each Fund","page_number":31,"box":{"x":88,"y":705,"width":866,"height":13}},{"id":"527ee7ba-f520-4788-b823-84858d54ea54","block_type":"box","text":"has also adopted certain non-fundamental investment policies, including its investment objective. Non-fundamental","page_number":31,"box":{"x":89,"y":720,"width":813,"height":13}},{"id":"fd2e8de3-5ecb-4a1b-9051-54c66af16a37","block_type":"box","text":"investment policies may be changed by the Board without shareholder approval. Therefore, each Fund may change its","page_number":31,"box":{"x":89,"y":736,"width":825,"height":12}},{"id":"dd2f78bb-5b88-46e1-8630-65fce647de79","block_type":"box","text":"investment objective and its Underlying Index without shareholder approval.","page_number":31,"box":{"x":89,"y":751,"width":533,"height":12}},{"id":"ebb1e88e-960e-413e-86ab-51ace16a41a5","block_type":"box","text":"Fundamental Investment Policies","page_number":31,"box":{"x":89,"y":777,"width":237,"height":10}},{"id":"5052a88f-73d3-4cfa-8eca-99853587feb5","block_type":"box","text":"Each Fund may not:","page_number":31,"box":{"x":89,"y":797,"width":138,"height":13}},{"id":"8b278c7e-8677-4e3b-a5c5-c735378af54c","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":31,"box":{"x":90,"y":817,"width":853,"height":13}},{"id":"14eb0006-1a47-440b-a6da-5b70c3375127","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":31,"box":{"x":127,"y":833,"width":835,"height":12}},{"id":"351fe309-cae5-4cf7-b58b-677e835f6b13","block_type":"box","text":"particular industry or group of industries.","page_number":31,"box":{"x":128,"y":848,"width":287,"height":12}},{"id":"95b5b420-7528-4af7-b442-26ab042c7595","block_type":"box","text":"22","page_number":31,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"e68b8842-7bce-4972-8cad-478834e686b0","block_type":"box","text":"2. Borrow money, except as permitted under the Investment Company Act.","page_number":32,"box":{"x":89,"y":44,"width":545,"height":12}},{"id":"bbe954ac-cccb-4241-b8ed-ca15d486e723","block_type":"box","text":"3. Issue senior securities to the extent such issuance would violate the Investment Company Act.","page_number":32,"box":{"x":89,"y":64,"width":699,"height":12}},{"id":"e1f5cf88-cb79-4ae3-8170-ad61bb6cc25c","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":32,"box":{"x":88,"y":84,"width":861,"height":13}},{"id":"729162dc-e14a-42e6-8ffd-852d9d296385","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":32,"box":{"x":128,"y":99,"width":826,"height":13}},{"id":"53a165b8-5635-47fa-891b-9b553989a8b6","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":32,"box":{"x":128,"y":114,"width":809,"height":13}},{"id":"7fec55ef-3395-4735-92b7-b395b77cc469","block_type":"box","text":"securities or other instruments.","page_number":32,"box":{"x":128,"y":130,"width":218,"height":9}},{"id":"de81d2b9-bb5a-49db-aee4-66a877eb4e77","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":32,"box":{"x":89,"y":150,"width":839,"height":12}},{"id":"a2e5171e-cb55-4461-8235-87baa2c5dd50","block_type":"box","text":"deemed to be an underwriting or as otherwise permitted by applicable law.","page_number":32,"box":{"x":128,"y":165,"width":523,"height":12}},{"id":"9aaa0e41-eb92-42f5-a431-4902a8e24f01","block_type":"box","text":"6. Purchase or sell commodities or commodity contracts, except as permitted by the Investment Company Act.","page_number":32,"box":{"x":89,"y":185,"width":798,"height":12}},{"id":"dff802ae-0285-47b7-811d-a4844a53bf5e","block_type":"box","text":"7. Make loans to the extent prohibited by the Investment Company Act.","page_number":32,"box":{"x":89,"y":205,"width":521,"height":12}},{"id":"6d1bb431-ccfc-4485-bcc4-d250ecd34128","block_type":"box","text":"Each Fund has adopted a fundamental policy that, under normal circumstances, each Fund will invest at least 80% of the","page_number":32,"box":{"x":89,"y":232,"width":849,"height":12}},{"id":"04097746-27df-4971-a4ea-27454ecbbada","block_type":"box","text":"value of its net assets, plus the amount of any borrowings for investment purposes, in investments the income of which is","page_number":32,"box":{"x":88,"y":247,"width":853,"height":12}},{"id":"0a0f1196-0ce8-4d63-83c6-fb229db49034","block_type":"box","text":"free from federal income tax, including AMT.","page_number":32,"box":{"x":88,"y":262,"width":312,"height":12}},{"id":"bab28893-35d7-4027-ae37-9784c0f5aaf4","block_type":"box","text":"Notations Regarding the Funds’ Fundamental Investment Policies","page_number":32,"box":{"x":88,"y":288,"width":476,"height":13}},{"id":"615cef2f-68ad-49e0-9736-88bb5a782a5f","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":32,"box":{"x":88,"y":315,"width":843,"height":12}},{"id":"c10b1786-d9cb-4e5f-97cb-9a98aa7e2185","block_type":"box","text":"change without shareholder approval.","page_number":32,"box":{"x":89,"y":330,"width":265,"height":12}},{"id":"44c2c741-5438-4223-a11e-e3cb066fbaf9","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":32,"box":{"x":88,"y":356,"width":853,"height":13}},{"id":"e0bf4b0c-6f69-4eaa-aa47-171a25c092e7","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":32,"box":{"x":89,"y":371,"width":855,"height":13}},{"id":"a6628803-f52c-4f74-9d3a-be357a928820","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":32,"box":{"x":89,"y":387,"width":840,"height":12}},{"id":"7f78555a-852f-4e09-9487-39ff3e3831f0","block_type":"box","text":"industries constitutes concentration. It is possible that interpretations of concentration could change in the future. The policy","page_number":32,"box":{"x":89,"y":402,"width":877,"height":12}},{"id":"a6675dda-3ab6-4cae-a7c3-95cdad252e5c","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":32,"box":{"x":89,"y":417,"width":856,"height":12}},{"id":"7a78c192-be75-485f-8de7-2a0ba5a9828b","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":32,"box":{"x":88,"y":432,"width":861,"height":12}},{"id":"6d5a2a9b-333c-4728-ba89-d9f03f5b299d","block_type":"box","text":"instrumentalities; securities of state, territory, possession or municipal governments and their authorities, agencies,","page_number":32,"box":{"x":89,"y":447,"width":805,"height":12}},{"id":"5333cb0b-0d00-4b9c-ae5d-c52046da5c31","block_type":"box","text":"instrumentalities or political subdivisions; and repurchase agreements collateralized by any such obligations. Accordingly,","page_number":32,"box":{"x":89,"y":462,"width":848,"height":12}},{"id":"9bd38976-636c-4831-ab7a-8579f1ad8303","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":32,"box":{"x":89,"y":477,"width":820,"height":13}},{"id":"5c137a1c-b5b5-434c-8492-e9a6c3c83a2a","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":32,"box":{"x":89,"y":492,"width":809,"height":13}},{"id":"2a7c91c5-0f71-47e5-9c5a-0969185c4334","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":32,"box":{"x":89,"y":508,"width":815,"height":12}},{"id":"51d4f9f7-aedf-443e-97dc-0601d8a20ed3","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":32,"box":{"x":89,"y":523,"width":856,"height":12}},{"id":"234fbc6a-e8ce-41d2-85ee-bfaa114a256f","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":32,"box":{"x":89,"y":538,"width":829,"height":12}},{"id":"0098bd1e-82b2-4db4-8b07-a51fb654359f","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":32,"box":{"x":89,"y":553,"width":860,"height":12}},{"id":"82649aae-a573-4141-9308-4d46f8578a43","block_type":"box","text":"broad authority to each Fund as to how to classify issuers within or among industries.","page_number":32,"box":{"x":89,"y":568,"width":600,"height":12}},{"id":"9f0a847f-0d64-4db9-80dd-b7dc66a4f87d","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":32,"box":{"x":88,"y":594,"width":844,"height":13}},{"id":"a7cea4f4-4925-4ad7-ba00-b8636c7dee14","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":32,"box":{"x":89,"y":610,"width":850,"height":12}},{"id":"6cd85484-ce2e-43b0-905e-921473986d56","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":32,"box":{"x":89,"y":625,"width":844,"height":12}},{"id":"3b48c66d-5098-4233-bd3b-a31f6ed2aa94","block_type":"box","text":"assets include the amounts being borrowed.) To limit the risks attendant to borrowing, the Investment Company Act requires","page_number":32,"box":{"x":89,"y":640,"width":877,"height":12}},{"id":"d8e54440-1476-4ebc-b23d-5aa9468f79c7","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":32,"box":{"x":89,"y":655,"width":841,"height":12}},{"id":"4acfc11a-ae59-41b8-afb3-e67b5f60f2fc","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":32,"box":{"x":89,"y":670,"width":813,"height":12}},{"id":"ae37d187-05c1-4bd8-b1ee-71b4bb4973c0","block_type":"box","text":"borrowings, bears to the aggregate amount of all borrowings. Borrowing money to increase portfolio holdings is known as","page_number":32,"box":{"x":89,"y":685,"width":857,"height":12}},{"id":"f8ed4bb4-796f-4cd7-85db-a92a3830f808","block_type":"box","text":"“leveraging.” Certain trading practices and investments, such as reverse repurchase agreements, may be considered to be","page_number":32,"box":{"x":89,"y":700,"width":851,"height":13}},{"id":"12580d12-7997-4ec1-93a4-93a49e06a89b","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":32,"box":{"x":89,"y":715,"width":878,"height":13}},{"id":"fcb72765-5a96-463b-93c2-32fb930a3158","block_type":"box","text":"4 under the Investment Company Act, when each Fund engages in reverse repurchase agreements and similar financing","page_number":32,"box":{"x":88,"y":730,"width":843,"height":13}},{"id":"42fc067a-ed36-44c6-8619-796035e2c204","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":32,"box":{"x":88,"y":746,"width":845,"height":12}},{"id":"b57b09cd-6f2e-4112-bc98-1ac3af9ef93f","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":32,"box":{"x":89,"y":761,"width":851,"height":12}},{"id":"d71a1645-d370-4cc5-9549-2f3556dd3e90","block_type":"box","text":"with respect to such transactions. Short-term credits necessary for the settlement of securities transactions and","page_number":32,"box":{"x":88,"y":776,"width":784,"height":12}},{"id":"8bf38a0f-3d37-4627-bcc9-c3e0f915d9b1","block_type":"box","text":"arrangements with respect to securities lending will not be considered to be borrowings under the policy. Practices and","page_number":32,"box":{"x":89,"y":791,"width":834,"height":12}},{"id":"177b2336-e87d-462c-87f9-b478c1fd4d8e","block_type":"box","text":"investments that may involve leverage but are not considered to be borrowings are not subject to the policy.","page_number":32,"box":{"x":89,"y":806,"width":754,"height":12}},{"id":"92e13da7-c21a-4d5e-8dbc-906d221ad404","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":32,"box":{"x":88,"y":833,"width":875,"height":12}},{"id":"79789ed4-ec0a-43b2-b7b0-6a6003d3a3bd","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":32,"box":{"x":89,"y":848,"width":876,"height":12}},{"id":"b1d9f115-f103-47da-8b1b-d96b82fb036c","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":32,"box":{"x":89,"y":863,"width":876,"height":12}},{"id":"c4c76564-7215-4780-9e85-2125955646f4","block_type":"box","text":"23","page_number":32,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"1548eeaf-1ad3-4b4e-add9-0fc4865375aa","block_type":"box","text":"assets under certain circumstances. Those circumstances currently are that the amount of a fund’s underwriting","page_number":33,"box":{"x":89,"y":44,"width":788,"height":12}},{"id":"999c4260-cee2-43e4-98da-4acb4cfc6164","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":33,"box":{"x":89,"y":59,"width":813,"height":11}},{"id":"05751450-9b8d-42c3-92c0-fcf2aee4d57d","block_type":"box","text":"outstanding voting securities of those issuers, cannot exceed the 25% cap. A fund engaging in transactions involving the","page_number":33,"box":{"x":89,"y":74,"width":846,"height":12}},{"id":"af9020f5-ddf2-4f1d-9eaa-d044d536e2c5","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":33,"box":{"x":89,"y":89,"width":854,"height":13}},{"id":"f1429ac3-291a-4930-9dba-d82ddf46ad9f","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":33,"box":{"x":89,"y":104,"width":822,"height":13}},{"id":"110fd4d8-ba5a-48f0-8f70-1c6af4d3020b","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":33,"box":{"x":89,"y":119,"width":836,"height":13}},{"id":"0f49e96b-2fc8-4f62-af5d-463c74780755","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":33,"box":{"x":89,"y":135,"width":829,"height":12}},{"id":"c38b9d5e-0fb7-4d46-8d64-c552e88b99c8","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":33,"box":{"x":89,"y":150,"width":860,"height":12}},{"id":"1ffb6622-5573-4ecf-b128-90ea55e7c523","block_type":"box","text":"law.","page_number":33,"box":{"x":89,"y":165,"width":25,"height":10}},{"id":"7ac1c86f-11bf-4717-9c93-4a995d35279e","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":33,"box":{"x":88,"y":191,"width":836,"height":13}},{"id":"aa1df487-0e4e-439a-8957-7e52ae734d77","block_type":"box","text":"prohibit each Fund from making loans (including lending its securities); however, SEC staff interpretations currently prohibit","page_number":33,"box":{"x":89,"y":206,"width":866,"height":13}},{"id":"90977ea7-0e60-45c8-a809-e2843e021077","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":33,"box":{"x":88,"y":222,"width":878,"height":12}},{"id":"70ce9fe4-99ee-4c9e-8edb-d9464641a703","block_type":"box","text":"debt obligations or the use of repurchase agreements. In addition, collateral arrangements with respect to options, forward","page_number":33,"box":{"x":89,"y":237,"width":861,"height":12}},{"id":"c5b68f31-2910-4993-a415-1de4b6143aa5","block_type":"box","text":"currency and futures transactions and other derivative instruments (as applicable), as well as delays in the settlement of","page_number":33,"box":{"x":89,"y":252,"width":841,"height":12}},{"id":"ab9fead4-6f61-41d3-bfdf-9e8aed9c7eea","block_type":"box","text":"securities transactions, will not be considered loans.","page_number":33,"box":{"x":89,"y":267,"width":363,"height":11}},{"id":"a4b579ec-d73e-4407-8e8a-b1fcdd2da7e4","block_type":"box","text":"Non-Fundamental Investment Policies of the Funds","page_number":33,"box":{"x":89,"y":293,"width":368,"height":10}},{"id":"10d22d9a-66e3-45d0-b285-2811839ab2c3","block_type":"box","text":"Under its non-fundamental investment restrictions, which may be changed by the Board without shareholder approval, each","page_number":33,"box":{"x":89,"y":320,"width":870,"height":12}},{"id":"f4e73b9d-6bd5-4457-a02b-9dbcd3c5139f","block_type":"box","text":"Fund may not:","page_number":33,"box":{"x":89,"y":335,"width":100,"height":12}},{"id":"6d752c14-6720-411a-becc-7a7371c9f6d8","block_type":"box","text":"1. Purchase shares of any registered open-end investment company or registered unit investment trust, in reliance on","page_number":33,"box":{"x":90,"y":355,"width":841,"height":12}},{"id":"fb23b4e3-669f-4d94-87e6-12a0edfd6995","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":33,"box":{"x":128,"y":370,"width":800,"height":13}},{"id":"aae31ac4-e391-43ca-9fef-0389e4d4b101","block_type":"box","text":"purchased by another investment company investor in reliance on the provisions of subparagraph (G) of Section","page_number":33,"box":{"x":128,"y":385,"width":785,"height":13}},{"id":"8c60c458-70a1-4c6f-aeaa-f6cb4d0c7a37","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":33,"box":{"x":129,"y":400,"width":773,"height":13}},{"id":"1b2711ea-b57e-4290-80da-b1694fc02cae","block_type":"box","text":"investment companies to the extent otherwise permissible under other provisions of the 1940 Act, as interpreted,","page_number":33,"box":{"x":128,"y":416,"width":793,"height":12}},{"id":"4530d27b-8fbf-4ea6-b941-4396529962aa","block_type":"box","text":"modified or otherwise permitted by regulatory authority having jurisdiction, from time to time.","page_number":33,"box":{"x":128,"y":431,"width":659,"height":12}},{"id":"2557c1af-43fa-465a-93d0-e20cf5f2ed1a","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":33,"box":{"x":89,"y":451,"width":878,"height":11}},{"id":"348ada60-f20a-447b-a64c-d2d6f63b4981","block_type":"box","text":"net assets, plus the amount of any borrowings for investment purposes, in component securities in its Underlying","page_number":33,"box":{"x":128,"y":466,"width":793,"height":12}},{"id":"29b5c79f-8a61-4256-9f09-205e39bb30b9","block_type":"box","text":"Index.","page_number":33,"box":{"x":128,"y":481,"width":41,"height":10}},{"id":"068910ad-7abd-4a05-ba86-622c32a98679","block_type":"box","text":"A Fund will notify its shareholders at least 60 days prior to any change in its restrictions described in 2 above.","page_number":33,"box":{"x":88,"y":508,"width":764,"height":12}},{"id":"4f378b4b-8f4c-4986-af22-ee61abf14e6b","block_type":"box","text":"Notations Regarding each Fund’s Fundamental and Non-Fundamental Investment Policies","page_number":33,"box":{"x":88,"y":534,"width":656,"height":12}},{"id":"510609dc-d95d-4cf8-8b8c-1bb57fd247a6","block_type":"box","text":"Unless otherwise indicated, all limitations under each Fund’s fundamental or non-fundamental investment restrictions apply","page_number":33,"box":{"x":89,"y":560,"width":871,"height":13}},{"id":"c4a3edb3-d119-4512-9a0d-3a158b30c053","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":33,"box":{"x":89,"y":576,"width":840,"height":12}},{"id":"d18e7c47-9491-4aaa-8440-0653bf45b238","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":33,"box":{"x":89,"y":591,"width":829,"height":12}},{"id":"2b701af1-0cc9-43bf-bd91-4ed16711b805","block_type":"box","text":"require the Fund to dispose of an investment.","page_number":33,"box":{"x":89,"y":606,"width":316,"height":12}},{"id":"ebc5d6dd-fb73-429d-940d-ee40fe0d45e7","block_type":"box","text":"Continuous Offering","page_number":33,"box":{"x":90,"y":636,"width":338,"height":30}},{"id":"2ec89315-00e0-43fb-b8cb-f7cf37da4c11","block_type":"box","text":"The method by which Creation Units are created and traded may raise certain issues under applicable securities laws.","page_number":33,"box":{"x":88,"y":678,"width":821,"height":12}},{"id":"2cf29876-a488-4034-bbfa-493c02206656","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":33,"box":{"x":89,"y":693,"width":873,"height":12}},{"id":"c12e1c59-60cf-4cd8-bde1-4d4b4788a84d","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":33,"box":{"x":89,"y":708,"width":849,"height":12}},{"id":"5a414e42-1acb-42c6-bf7b-e97109c10e72","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":33,"box":{"x":89,"y":723,"width":849,"height":12}},{"id":"582bfc5a-d912-4864-bb4c-e8d34910fafd","block_type":"box","text":"them statutory underwriters and subject them to the prospectus delivery requirement and liability provisions of the 1933 Act.","page_number":33,"box":{"x":88,"y":738,"width":877,"height":12}},{"id":"36738e44-b9d8-4154-8da3-7ed68ffea7ed","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":33,"box":{"x":89,"y":765,"width":860,"height":12}},{"id":"2d8019fa-53c3-47b0-a4c0-0c525f5f0358","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":33,"box":{"x":89,"y":780,"width":853,"height":12}},{"id":"82848ea0-1736-4293-9a80-8dd513af5621","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":33,"box":{"x":89,"y":795,"width":868,"height":12}},{"id":"4ae9279a-d42c-49cb-8aa6-2fd62b8b10f4","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":33,"box":{"x":88,"y":810,"width":863,"height":12}},{"id":"0d20edff-0f2d-4dbd-b15f-7e7074f6c330","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":33,"box":{"x":88,"y":825,"width":861,"height":12}},{"id":"da00bd11-5e74-4288-ae5b-f3ea97d6d8ca","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":33,"box":{"x":89,"y":840,"width":862,"height":12}},{"id":"4f200432-823c-410f-b9a3-e8d69d38d954","block_type":"box","text":"an underwriter.","page_number":33,"box":{"x":89,"y":855,"width":105,"height":10}},{"id":"342cd0bf-06d5-42ec-b023-6681d1a73f27","block_type":"box","text":"24","page_number":33,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"c4be5334-6dcb-4314-b578-b8329dc4e94c","block_type":"box","text":"Broker-dealer firms should also note that dealers who are not “underwriters” but are effecting transactions in shares,","page_number":34,"box":{"x":89,"y":44,"width":817,"height":12}},{"id":"ba3368aa-98e4-454c-a2be-087b1634cab5","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":34,"box":{"x":88,"y":59,"width":858,"height":12}},{"id":"44b50ae0-3af3-4268-8a66-0b56686526c8","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":34,"box":{"x":89,"y":74,"width":875,"height":12}},{"id":"fae56d3d-3d99-4ee6-86f1-08dc97c2f92d","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":34,"box":{"x":88,"y":89,"width":831,"height":13}},{"id":"4373ab44-ff1f-4acc-b050-154d6778961b","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":34,"box":{"x":89,"y":104,"width":864,"height":13}},{"id":"9d2d3cd5-7e4e-40c7-92e1-594932623529","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":34,"box":{"x":88,"y":119,"width":875,"height":13}},{"id":"0dd56986-5bb3-4f18-af38-0c46311cfdbb","block_type":"box","text":"prospectus is available at the Listing Exchange upon request. The prospectus delivery mechanism provided in Rule 153 is","page_number":34,"box":{"x":89,"y":135,"width":845,"height":12}},{"id":"be3ce82e-d962-4ac7-9830-8eab46050d80","block_type":"box","text":"available only with respect to transactions on an exchange.","page_number":34,"box":{"x":89,"y":150,"width":412,"height":12}},{"id":"12e16f55-9df2-4c91-8ead-55bd9a02ec8c","block_type":"box","text":"Management","page_number":34,"box":{"x":90,"y":182,"width":225,"height":28}},{"id":"a9b5bd00-f41a-4cce-b5d8-91faecd8b5ba","block_type":"box","text":"Trustees and Officers.","page_number":34,"box":{"x":88,"y":222,"width":157,"height":9}},{"id":"74a52cc5-bf3e-4b2e-9616-b50cfee6166d","block_type":"box","text":"The Board has responsibility for the overall management and operations of the Funds, including","page_number":34,"box":{"x":254,"y":222,"width":670,"height":12}},{"id":"df90bf57-f8cf-4ebd-96b0-044dc901c516","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":34,"box":{"x":89,"y":237,"width":875,"height":12}},{"id":"1acf11dc-a01e-4738-b350-2155e3204db3","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":34,"box":{"x":89,"y":252,"width":817,"height":12}},{"id":"0c4dbd48-9ca1-400d-ab85-0798f5aa3316","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":34,"box":{"x":89,"y":267,"width":861,"height":12}},{"id":"ca08b53e-ea68-4c0b-afb0-57bb879ee2ad","block_type":"box","text":"Act) of the Trust are referred to as independent trustees (“Independent Trustees”).","page_number":34,"box":{"x":88,"y":282,"width":578,"height":12}},{"id":"67c47fd4-e3b9-4777-a7ba-e5cfc1f34723","block_type":"box","text":"The registered investment companies advised by BFA or its affiliates (the “BlackRock-advised Funds”) are organized into the","page_number":34,"box":{"x":88,"y":308,"width":867,"height":13}},{"id":"c135aab1-ace5-4f3f-b6d0-c7e828ed9097","block_type":"box","text":"BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Complex and the iShares Complex (each, a “BlackRock Fund","page_number":34,"box":{"x":89,"y":324,"width":857,"height":12}},{"id":"0392b3c3-64ce-492a-a894-22794629462f","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":34,"box":{"x":89,"y":339,"width":861,"height":12}},{"id":"8ff0bebd-cbfe-43ce-a352-393300c7442c","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":34,"box":{"x":89,"y":354,"width":869,"height":11}},{"id":"fcb85deb-d214-4767-8e67-461a4e6027a0","block_type":"box","text":"of the funds within the iShares Complex, which consists of 430 funds as of February 27, 2026. With the exception of Stephen","page_number":34,"box":{"x":89,"y":369,"width":872,"height":12}},{"id":"b4d69828-6024-4ad3-a2d0-adccdce463f7","block_type":"box","text":"Cohen, Robert S. Kapito and Aaron Wasserman, the address of each Trustee and officer is c/o BlackRock, Inc., 400 Howard","page_number":34,"box":{"x":89,"y":384,"width":857,"height":12}},{"id":"5cd3057c-136a-4314-aee3-975444e83c53","block_type":"box","text":"Street, San Francisco, CA 94105. The address of Mr. Kapito and Mr. Wasserman is c/o BlackRock, Inc., 50 Hudson Yards, New","page_number":34,"box":{"x":88,"y":399,"width":874,"height":13}},{"id":"ac8510c5-0ea4-4331-b7e5-0fbf835651a7","block_type":"box","text":"York, NY 10001. The address of Mr. Cohen is c/o BlackRock, Inc., Drapers Gardens, 12 Throgmorton Avenue, London EC2N","page_number":34,"box":{"x":88,"y":414,"width":859,"height":13}},{"id":"2549e726-96b0-46dc-9cdd-d8ef7794099f","block_type":"box","text":"2DL United Kingdom. The Board has designated John E. Kerrigan as its Independent Board Chair. Additional information","page_number":34,"box":{"x":89,"y":429,"width":835,"height":13}},{"id":"aa552bc1-098a-402c-8b95-ba236862725c","block_type":"box","text":"about the Funds’ Trustees and officers may be found in this SAI, which is available without charge, upon request, by calling","page_number":34,"box":{"x":89,"y":445,"width":859,"height":12}},{"id":"b911ee2a-8a76-4ba4-89ee-f3c6260db543","block_type":"box","text":"toll-free 1-800-iShares (1-800-474-2737).","page_number":34,"box":{"x":88,"y":460,"width":289,"height":12}},{"id":"e1a1c72e-3026-499a-8c39-9ca20a69f7e3","block_type":"box","text":"Interested Trustees","page_number":34,"box":{"x":89,"y":486,"width":138,"height":10}},{"id":"3b73eaea-533c-4740-8c38-d02d58843ed6","block_type":"box","text":"Name (Year of Birth) Position","page_number":34,"box":{"x":103,"y":526,"width":247,"height":10}},{"id":"c51a909d-e2db-4cd2-bbc1-476a614c9196","block_type":"box","text":"Principal Occupation(s)","page_number":34,"box":{"x":485,"y":516,"width":135,"height":10}},{"id":"e75727b6-f7a0-4939-a7e2-9c8cc31e71db","block_type":"box","text":"During the Past 5 Years","page_number":34,"box":{"x":486,"y":526,"width":134,"height":10}},{"id":"c2283a81-2088-4f87-8717-0bfb6beb987f","block_type":"box","text":"Other Directorships","page_number":34,"box":{"x":780,"y":516,"width":113,"height":10}},{"id":"98f1e3b4-f8d8-4fe7-9c27-fce44e4330b3","block_type":"box","text":"Held by Trustee","page_number":34,"box":{"x":792,"y":526,"width":89,"height":10}},{"id":"dcd6acd4-a20f-42d7-98d3-40b5071de93a","block_type":"box","text":"Robert S. Kapito","page_number":34,"box":{"x":89,"y":548,"width":111,"height":12}},{"id":"5769fb64-a2fa-4181-bf67-57a370d4cfb0","block_type":"box","text":"1","page_number":34,"box":{"x":202,"y":546,"width":2,"height":6}},{"id":"7d5f6b60-9e4f-4563-8153-39b44c395598","block_type":"box","text":"(1957)","page_number":34,"box":{"x":89,"y":563,"width":44,"height":12}},{"id":"9f7e2f7a-627a-4544-aa58-a71376296eb2","block_type":"box","text":"Trustee","page_number":34,"box":{"x":254,"y":549,"width":52,"height":9}},{"id":"840f5617-fbff-43d5-84b9-1c9e4c40c9ce","block_type":"box","text":"(since 2009).","page_number":34,"box":{"x":255,"y":563,"width":90,"height":12}},{"id":"30ebf2ca-1639-4f44-ba01-4cfffb47217f","block_type":"box","text":"President of BlackRock, Inc. (since","page_number":34,"box":{"x":422,"y":548,"width":237,"height":12}},{"id":"b33f910d-d7b7-4c1f-822d-6da9f5e2899e","block_type":"box","text":"2006); Vice Chairman of BlackRock,","page_number":34,"box":{"x":421,"y":563,"width":249,"height":12}},{"id":"553b0da8-6ea7-45a9-93b4-3f402d0ae811","block_type":"box","text":"Inc. and Head of BlackRock’s","page_number":34,"box":{"x":422,"y":578,"width":200,"height":10}},{"id":"7e2df137-ed20-4b40-9e38-e85c643ceef5","block_type":"box","text":"Portfolio Management Group (since","page_number":34,"box":{"x":422,"y":593,"width":250,"height":13}},{"id":"05610701-23df-45de-a703-56116b8e0c61","block_type":"box","text":"its formation in 1998) and BlackRock,","page_number":34,"box":{"x":422,"y":608,"width":261,"height":13}},{"id":"c23e7bf9-1cd6-48eb-9f1d-52159b39dba1","block_type":"box","text":"Inc.’s predecessor entities (since","page_number":34,"box":{"x":422,"y":623,"width":225,"height":13}},{"id":"c4c93658-24f4-48f5-a43d-7163fee2ef76","block_type":"box","text":"1988); Trustee, University of","page_number":34,"box":{"x":423,"y":639,"width":196,"height":12}},{"id":"2ad88516-b986-40af-b794-6823e36227cb","block_type":"box","text":"Pennsylvania (since 2009); President","page_number":34,"box":{"x":422,"y":654,"width":255,"height":12}},{"id":"d711f9a3-2865-434d-acab-7cbb5a9482dd","block_type":"box","text":"of Board of Directors, Hope & Heroes","page_number":34,"box":{"x":421,"y":669,"width":258,"height":12}},{"id":"312e3811-1c5d-4268-a631-7b452f7bbdb9","block_type":"box","text":"Children’s Cancer Fund (since 2002).","page_number":34,"box":{"x":421,"y":684,"width":257,"height":12}},{"id":"58694d89-7a31-4004-bad1-8f96f52e03d2","block_type":"box","text":"Director of BlackRock, Inc. (since","page_number":34,"box":{"x":705,"y":548,"width":229,"height":12}},{"id":"f3f68c21-c84c-486f-84f3-b409882e348c","block_type":"box","text":"2006); Director of iShares, Inc. (since","page_number":34,"box":{"x":705,"y":563,"width":258,"height":12}},{"id":"262d4417-cec4-46b8-9b74-e102e5f08f20","block_type":"box","text":"2009); Trustee of iShares U.S. ETF","page_number":34,"box":{"x":705,"y":578,"width":236,"height":12}},{"id":"50389321-eab7-49b0-b0a6-f741cd27adc4","block_type":"box","text":"Trust (since 2011).","page_number":34,"box":{"x":704,"y":593,"width":130,"height":13}},{"id":"4a721378-6f30-491d-a863-26af438a7c07","block_type":"box","text":"25","page_number":34,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"40784789-2307-4464-851a-0c5cc512dee1","block_type":"box","text":"Name (Year of Birth) Position","page_number":35,"box":{"x":103,"y":55,"width":247,"height":9}},{"id":"66e5d4df-d7e3-44fd-b365-da83c392ef02","block_type":"box","text":"Principal Occupation(s)","page_number":35,"box":{"x":485,"y":45,"width":135,"height":9}},{"id":"cdc6798c-9ed3-4d7c-904e-6b2ec9c4b2fe","block_type":"box","text":"During the Past 5 Years","page_number":35,"box":{"x":486,"y":55,"width":134,"height":9}},{"id":"40266488-31b8-41b1-b312-2df3880754dc","block_type":"box","text":"Other Directorships","page_number":35,"box":{"x":780,"y":45,"width":113,"height":9}},{"id":"7a462ac2-cf82-480e-974f-9b51f40f9650","block_type":"box","text":"Held by Trustee","page_number":35,"box":{"x":792,"y":55,"width":89,"height":9}},{"id":"c6c6d23d-1cd5-4ef9-aa12-6b649130fad1","block_type":"box","text":"Stephen Cohen","page_number":35,"box":{"x":88,"y":77,"width":107,"height":12}},{"id":"8f1647dd-6493-4aaa-95ef-c95b032d1a09","block_type":"box","text":"2","page_number":35,"box":{"x":197,"y":75,"width":5,"height":6}},{"id":"6538ec11-9af6-4ac2-998b-4867b383d8e4","block_type":"box","text":"(1975)","page_number":35,"box":{"x":89,"y":92,"width":44,"height":12}},{"id":"af598c8d-619f-48d9-8bf3-87b365c11706","block_type":"box","text":"Trustee (since","page_number":35,"box":{"x":254,"y":77,"width":99,"height":12}},{"id":"03bdf868-5fd0-4426-9da2-ba49656c0a32","block_type":"box","text":"2024).","page_number":35,"box":{"x":255,"y":92,"width":43,"height":12}},{"id":"0ddc5700-bbc1-4d47-b833-d4cc4ff78d7f","block_type":"box","text":"Senior Managing Director, Head of","page_number":35,"box":{"x":421,"y":77,"width":243,"height":12}},{"id":"1508b211-0ea1-4dec-9ce8-0b5ea1a3614d","block_type":"box","text":"Global Product Solutions of","page_number":35,"box":{"x":421,"y":92,"width":193,"height":9}},{"id":"34f64774-ddc7-4f60-ac2f-14c462261030","block_type":"box","text":"BlackRock, Inc. (since 2024); Senior","page_number":35,"box":{"x":422,"y":107,"width":247,"height":12}},{"id":"c85eba8e-671d-4658-817e-1073d4ef8c5f","block_type":"box","text":"Managing Director, Head of Europe,","page_number":35,"box":{"x":421,"y":122,"width":250,"height":12}},{"id":"6179da72-392b-4de8-ad94-8ee5f499e56c","block_type":"box","text":"Middle East and Africa Regions of","page_number":35,"box":{"x":421,"y":137,"width":237,"height":12}},{"id":"83bc436a-e805-48e2-b649-b2a8d9dcc9e4","block_type":"box","text":"BlackRock, Inc. (2021-2024); Head of","page_number":35,"box":{"x":422,"y":152,"width":257,"height":13}},{"id":"ee707851-bbb0-44a0-a4c4-42ee653e7f1b","block_type":"box","text":"iShares Index and Wealth in EMEA of","page_number":35,"box":{"x":422,"y":167,"width":258,"height":10}},{"id":"2d99351d-1e36-426e-bf5d-32247fd77b13","block_type":"box","text":"BlackRock, Inc. 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(2015-2022); Head of U.S.","page_number":38,"box":{"x":706,"y":107,"width":207,"height":12}},{"id":"36152f91-39d4-4fe5-9c30-f99b54e48888","block_type":"box","text":"iShares Product (since 2025); Head","page_number":38,"box":{"x":705,"y":122,"width":245,"height":12}},{"id":"1f347207-640d-4cd1-891b-0485195d2eb3","block_type":"box","text":"of iShares Product Consulting","page_number":38,"box":{"x":705,"y":137,"width":207,"height":12}},{"id":"babdbb08-c520-4bd8-b28e-c2f1ce524531","block_type":"box","text":"(2015-2025).","page_number":38,"box":{"x":705,"y":152,"width":89,"height":13}},{"id":"586ca5de-b1ee-4683-832b-366f88296269","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":38,"box":{"x":88,"y":185,"width":857,"height":12}},{"id":"c86ed6ab-b23c-4ea7-bb63-3c0188609499","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":38,"box":{"x":89,"y":200,"width":820,"height":12}},{"id":"159d4097-0ff5-4532-b62f-e6c06725bb7e","block_type":"box","text":"attributes common to all Trustees are their ability to review critically, evaluate, question and discuss information provided to","page_number":38,"box":{"x":89,"y":215,"width":867,"height":13}},{"id":"f7a4e75a-3422-4b57-940f-5cd05690b8fa","block_type":"box","text":"them, to interact effectively with the Funds’ investment adviser, other service providers, counsel and the independent","page_number":38,"box":{"x":88,"y":230,"width":819,"height":13}},{"id":"52824101-4254-49fc-be30-830fffe1a6de","block_type":"box","text":"registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Trustees.","page_number":38,"box":{"x":89,"y":245,"width":872,"height":13}},{"id":"5da6f2f3-26e1-4db6-af94-bbe2737d6f99","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":38,"box":{"x":88,"y":261,"width":807,"height":12}},{"id":"1549f115-e360-4078-8dee-4abe5652e60b","block_type":"box","text":"background or professional training; business, consulting, public service or academic positions; experience from service as a","page_number":38,"box":{"x":89,"y":276,"width":869,"height":12}},{"id":"d5575715-2905-4697-b709-6c290d2aadee","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":38,"box":{"x":89,"y":291,"width":850,"height":12}},{"id":"62dae46e-b714-4838-bf8b-def9aae82bf0","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":38,"box":{"x":89,"y":306,"width":816,"height":12}},{"id":"bc1a01ac-d950-468c-a792-56e0ef81df51","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":38,"box":{"x":89,"y":321,"width":872,"height":12}},{"id":"954f4e9f-0f78-4c1c-9f2f-d9ca9fdb972b","block_type":"box","text":"or she should serve (or continue to serve) as a Trustee.","page_number":38,"box":{"x":89,"y":336,"width":383,"height":13}},{"id":"2bccd6a2-c416-4f0d-9fc2-cabc011d3f3a","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":38,"box":{"x":89,"y":363,"width":842,"height":12}},{"id":"2a3263e0-5791-4741-9df8-f1674dd617de","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":38,"box":{"x":89,"y":378,"width":832,"height":12}},{"id":"fdb7a1ba-9654-4668-ab11-88f24b3bade8","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":38,"box":{"x":89,"y":393,"width":877,"height":12}},{"id":"b97913b1-5d1c-4617-87d7-701284bf7efa","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":38,"box":{"x":89,"y":408,"width":855,"height":12}},{"id":"58b61d3f-26d4-45fd-858b-c9d95a0b9b2c","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":38,"box":{"x":88,"y":423,"width":880,"height":12}},{"id":"8ef3f2b4-2cd2-4cf3-ba4d-53d415f7a129","block_type":"box","text":"of BlackRock’s key operating units, including Investment Strategies, Client Businesses, Technology & Operations, and Risk &","page_number":38,"box":{"x":89,"y":438,"width":865,"height":13}},{"id":"176d3b6d-da1e-447b-ab68-35d1306541af","block_type":"box","text":"Quantitative Analysis. Prior to assuming his current responsibilities in 2007, Mr. Kapito served as Vice Chairman of BlackRock,","page_number":38,"box":{"x":89,"y":453,"width":876,"height":13}},{"id":"5d47e02e-5bb9-4a10-9c0f-06c7d3b63938","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":38,"box":{"x":89,"y":468,"width":823,"height":13}},{"id":"5ad79a32-6169-4558-a3ab-b332963ef583","block_type":"box","text":"management within BlackRock, including the Fixed Income, Equity, Liquidity, and Alternative Investment Groups. Mr. Kapito","page_number":38,"box":{"x":89,"y":484,"width":864,"height":12}},{"id":"d0883fe8-d2a1-493f-976d-bf2ef52d91f3","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":38,"box":{"x":89,"y":499,"width":841,"height":12}},{"id":"a584aa52-81b5-42c1-8c63-897ad0967dc5","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":38,"box":{"x":89,"y":514,"width":853,"height":12}},{"id":"ea983715-b12c-4383-9168-823c9511cb31","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":38,"box":{"x":89,"y":529,"width":876,"height":12}},{"id":"a521c9fa-ab0f-484e-ac3b-6f412b10b072","block_type":"box","text":"MBA degree from Harvard Business School in 1983.","page_number":38,"box":{"x":89,"y":544,"width":360,"height":12}},{"id":"6aabb34b-70ea-4cbf-9fd7-ae23a5c970fe","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":38,"box":{"x":88,"y":570,"width":841,"height":13}},{"id":"46083100-efb4-4352-94fd-e0ce2ca3f25b","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":38,"box":{"x":88,"y":586,"width":865,"height":12}},{"id":"9ccca885-3b65-4af4-aebe-d898ea21f954","block_type":"box","text":"(UK) Limited, Director of BlackRock International Limited, and Director of BlackRock Group Limited since 2021. Mr. Cohen,","page_number":38,"box":{"x":89,"y":601,"width":854,"height":12}},{"id":"6944c42f-e924-4f73-88f6-836e0f4dde0e","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":38,"box":{"x":88,"y":616,"width":869,"height":12}},{"id":"d7a40872-588b-419c-b0b8-f934db9205a9","block_type":"box","text":"is responsible for the business strategy, innovation and commercialization of BlackRock’s full investment product platform,","page_number":38,"box":{"x":89,"y":631,"width":856,"height":12}},{"id":"60b5182b-02d8-4df7-b8b4-bab5e5c04d5f","block_type":"box","text":"aligning product strategies with client needs and market trends, and unlocking new growth opportunities across iShares,","page_number":38,"box":{"x":89,"y":646,"width":846,"height":12}},{"id":"e42f6bdf-4028-43af-bebb-64d0007ced68","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":38,"box":{"x":88,"y":661,"width":830,"height":13}},{"id":"33f2a3af-0c49-479f-a9b8-96ef351fef68","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":38,"box":{"x":89,"y":676,"width":866,"height":13}},{"id":"741e55bd-18ef-42d0-940b-75809b6b61e6","block_type":"box","text":"businesses in EMEA, overseeing BlackRock’s relationships with wealth management firms and platforms, the development","page_number":38,"box":{"x":89,"y":691,"width":857,"height":13}},{"id":"1f8f7974-a472-4efc-b881-fc9c048d6c89","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":38,"box":{"x":89,"y":707,"width":861,"height":12}},{"id":"f49c8600-023e-49b8-a887-c96964e69bbd","block_type":"box","text":"Having joined BlackRock in 2011, Mr. Cohen initially served as the Chief Investment Strategist for International Fixed Income","page_number":38,"box":{"x":89,"y":722,"width":865,"height":12}},{"id":"568a9c36-616d-449f-bb0e-09561482859e","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":38,"box":{"x":89,"y":737,"width":861,"height":12}},{"id":"4e4d413d-a1b4-4977-8767-4d99746762fe","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":38,"box":{"x":89,"y":752,"width":845,"height":12}},{"id":"8fab7085-7f5b-4ba8-8146-e75a7bd7a871","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":38,"box":{"x":89,"y":767,"width":844,"height":12}},{"id":"169c50a8-c899-4d2e-a020-5af5ac700128","block_type":"box","text":"from the University of Southampton, and holds certifications as a SFA Futures and Options Representative, a SFA Securities","page_number":38,"box":{"x":88,"y":782,"width":862,"height":12}},{"id":"45bfc293-c159-4baa-914c-161b35e68762","block_type":"box","text":"Registered Representative, and an IFPR Material Risk Taker.","page_number":38,"box":{"x":89,"y":797,"width":410,"height":13}},{"id":"c6b00387-881d-4337-858c-6430b925485c","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":38,"box":{"x":88,"y":824,"width":858,"height":12}},{"id":"0eaade27-e5e0-4adb-8d05-57c4c401d979","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":38,"box":{"x":89,"y":839,"width":849,"height":12}},{"id":"0720b8e7-afe8-4ff2-b252-1de45fd465f1","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":38,"box":{"x":89,"y":854,"width":830,"height":12}},{"id":"b9419a00-f2b2-4813-b1da-6d34fb4a9021","block_type":"box","text":"29","page_number":38,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"52ddb7bd-2421-4e4d-917f-6ccd2892a00a","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":39,"box":{"x":89,"y":44,"width":822,"height":12}},{"id":"2e1a88fb-7301-4f59-a489-cabf7a27aeeb","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":39,"box":{"x":89,"y":59,"width":842,"height":12}},{"id":"36d63743-748f-4f12-aeae-c6975fdb86be","block_type":"box","text":"Lynch & Co., including the following responsibilities: Managing Director, Institutional Client Division, Western United States.","page_number":39,"box":{"x":89,"y":74,"width":861,"height":12}},{"id":"80a90d32-353f-4102-b2da-ddc4c472b494","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":39,"box":{"x":89,"y":89,"width":869,"height":13}},{"id":"410c0b4b-886d-4489-90d4-a5444fa9ba71","block_type":"box","text":"has a BA degree from Boston College and is a Chartered Financial Analyst Charterholder.","page_number":39,"box":{"x":89,"y":104,"width":618,"height":13}},{"id":"bcb3a483-9bd3-4aaf-b387-a15611b0f3d4","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":39,"box":{"x":88,"y":131,"width":837,"height":12}},{"id":"9d22b801-106f-44e8-b3a4-97ddc7b6ceee","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":39,"box":{"x":89,"y":146,"width":819,"height":11}},{"id":"8d6a337a-c6af-4fe2-bd1c-4970e89d2fde","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":39,"box":{"x":88,"y":161,"width":832,"height":12}},{"id":"c8fd3a57-9a0d-4f17-92bd-831dccc89ceb","block_type":"box","text":"served as Managing Director and Global Head of Financial Holding Company Governance & Assurance and the Global Head","page_number":39,"box":{"x":89,"y":176,"width":864,"height":13}},{"id":"85df35e5-63c0-4612-8903-a2b7e82265ec","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":39,"box":{"x":89,"y":191,"width":867,"height":13}},{"id":"b9e41c12-e620-4fdb-8343-bbc197193032","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":39,"box":{"x":89,"y":206,"width":872,"height":13}},{"id":"d6fa6c7c-203c-4a11-99e7-8731fe0caaca","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":39,"box":{"x":89,"y":222,"width":835,"height":12}},{"id":"036bc382-87b5-4759-8ec2-4a09080ecc49","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":39,"box":{"x":89,"y":237,"width":869,"height":12}},{"id":"f7c7beb2-92ab-4ef6-a297-febb99120dec","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":39,"box":{"x":89,"y":252,"width":852,"height":12}},{"id":"2f1c031c-d4e3-4642-b492-dab9deb2880d","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":39,"box":{"x":89,"y":267,"width":865,"height":11}},{"id":"8382ed24-a12a-4476-845c-2ce2060dadfb","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":39,"box":{"x":89,"y":282,"width":876,"height":12}},{"id":"1fb5d9bf-aaa7-4f8b-b852-0cdbb895cf10","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":39,"box":{"x":89,"y":297,"width":828,"height":12}},{"id":"c1ee1ca1-8b44-4b39-a1fe-af1d0a1486e8","block_type":"box","text":"Astoria Bank. Ms. Carlin was appointed by the United States Treasury to the Financial Services Sector Coordinating Council","page_number":39,"box":{"x":88,"y":312,"width":859,"height":13}},{"id":"198590e5-39e7-4046-9187-ca887238c04e","block_type":"box","text":"for Critical Infrastructure Protection and Homeland Security, where she served as Chairperson from 2010 to 2012 and Vice","page_number":39,"box":{"x":88,"y":327,"width":854,"height":13}},{"id":"2ea20251-35de-4e7b-b832-7ebee3c79b6e","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":39,"box":{"x":89,"y":342,"width":841,"height":13}},{"id":"325eb941-b21d-415e-9f45-95b0db8b9a7a","block_type":"box","text":"State University of New York at Stony Brook and a JD degree from Benjamin N. Cardozo School of Law.","page_number":39,"box":{"x":88,"y":358,"width":713,"height":12}},{"id":"403282b8-870e-4474-8f78-3c07c43d3925","block_type":"box","text":"Richard L. Fagnani has been a Trustee of the Trust since 2017 and Chair of the 15(c) Committee since 2025. Mr. Fagnani has","page_number":39,"box":{"x":89,"y":384,"width":866,"height":12}},{"id":"e7134faf-80be-40a5-b9d7-2e34a9394501","block_type":"box","text":"also served as a Director of iShares, Inc. and a Trustee of iShares U.S. ETF Trust since 2017 and Chair of the 15(c) Committee","page_number":39,"box":{"x":89,"y":399,"width":869,"height":13}},{"id":"24fbd2e1-4720-44c2-9c15-2c1e5b163a51","block_type":"box","text":"of each Board since 2025. Mr. Fagnani served as an Advisory Board Member of the Trust, iShares U.S. ETF Trust and iShares,","page_number":39,"box":{"x":89,"y":414,"width":864,"height":13}},{"id":"d831d1c6-7da1-4bdb-9f78-9423ef556d3d","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":39,"box":{"x":89,"y":429,"width":878,"height":13}},{"id":"9d002f92-6c6a-449f-845a-932f9d8a4954","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":39,"box":{"x":89,"y":445,"width":868,"height":12}},{"id":"2d1adcaf-5787-46af-bf7c-17fa32d9cf51","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":39,"box":{"x":89,"y":460,"width":837,"height":12}},{"id":"b07aba4d-13e8-49c9-9eef-8557f0cab4b5","block_type":"box","text":"Andersen LLP, where he developed and managed the asset management audit practice in the Philadelphia office. Mr. Fagnani","page_number":39,"box":{"x":88,"y":475,"width":876,"height":12}},{"id":"d2aed450-bda4-4284-9ec9-5c85c2bb63c0","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":39,"box":{"x":89,"y":490,"width":843,"height":12}},{"id":"c4ce5c50-4a64-45a8-8082-70490359ac2f","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":39,"box":{"x":88,"y":505,"width":866,"height":12}},{"id":"f8a7f40e-ca57-4e09-9b77-03f78365d59e","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":39,"box":{"x":89,"y":520,"width":871,"height":12}},{"id":"23927fc2-8383-40c8-86a0-4b23a84591de","block_type":"box","text":"degree in Accounting from LaSalle University.","page_number":39,"box":{"x":89,"y":535,"width":316,"height":13}},{"id":"a36e0f84-d4a7-4a41-ba4e-2432c45f8cf8","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":39,"box":{"x":89,"y":562,"width":866,"height":12}},{"id":"34b2325c-c920-4b29-bc29-5172847cd125","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":39,"box":{"x":89,"y":577,"width":867,"height":12}},{"id":"44b0ee67-ae68-432a-a696-ce55ea2d2afd","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":39,"box":{"x":89,"y":592,"width":854,"height":12}},{"id":"d0139b51-e277-4e9c-bef5-63c5be56e427","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":39,"box":{"x":89,"y":607,"width":850,"height":12}},{"id":"78ca2069-e714-4fc9-8307-0b4756e22ad7","block_type":"box","text":"1993, which included managing financial and regulatory reporting and global fund tax. Ms. Fergerson has been a Director,","page_number":39,"box":{"x":90,"y":622,"width":851,"height":12}},{"id":"08bc6cde-0031-4bd7-beac-a40bae5f6dce","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":39,"box":{"x":89,"y":637,"width":856,"height":12}},{"id":"76b09649-7e48-49a3-abc7-890b722ce59a","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":39,"box":{"x":89,"y":652,"width":863,"height":13}},{"id":"847c81e8-e4b9-495e-8144-e54a0f7e4835","block_type":"box","text":"Accountant (inactive).","page_number":39,"box":{"x":88,"y":668,"width":156,"height":12}},{"id":"4551b760-2b17-4d09-854d-865711dc60b3","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":39,"box":{"x":88,"y":694,"width":867,"height":11}},{"id":"f48c73c5-9034-4b36-839e-0cb05a3509ed","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":39,"box":{"x":89,"y":709,"width":857,"height":11}},{"id":"b27ec2f6-cd1f-4cd2-ad79-a41cc5e9c4a0","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":39,"box":{"x":89,"y":724,"width":856,"height":13}},{"id":"2524d040-66cc-4c88-b031-9cb9b3d1234f","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":39,"box":{"x":89,"y":739,"width":850,"height":13}},{"id":"25a05513-5991-47a0-8d70-4b7d4a035e93","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":39,"box":{"x":89,"y":754,"width":850,"height":13}},{"id":"8376c828-a854-4377-bf8f-0aada0752ac3","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":39,"box":{"x":88,"y":770,"width":840,"height":12}},{"id":"9277bd0a-5d8b-407a-b708-a897d0c7d60e","block_type":"box","text":"Committee Member. Mr. Lam has been President of James Lam & Associates, Inc., a risk management consulting firm serving","page_number":39,"box":{"x":89,"y":785,"width":877,"height":12}},{"id":"73797d14-ac25-421d-a83b-f9684248a41a","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":39,"box":{"x":89,"y":800,"width":856,"height":12}},{"id":"bbe791a2-9ca4-4c77-8a63-01ca1b4d8759","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":39,"box":{"x":89,"y":815,"width":838,"height":12}},{"id":"03812dfe-c170-4c30-99e0-6081827fd10e","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":39,"box":{"x":89,"y":830,"width":867,"height":12}},{"id":"395bc889-2241-478a-a550-7408cd21b820","block_type":"box","text":"is the author of “Enterprise Risk Management” and “Implementing Enterprise Risk Management,” leading risk management","page_number":39,"box":{"x":89,"y":845,"width":867,"height":12}},{"id":"12ecea86-a3dd-4f11-a88d-b2c303616663","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":39,"box":{"x":89,"y":860,"width":850,"height":13}},{"id":"8a74caec-fe68-43ee-a5a6-2ca9a7723a6f","block_type":"box","text":"30","page_number":39,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"e87a6a16-3db3-4b7e-a716-aa38924b3858","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":40,"box":{"x":89,"y":44,"width":860,"height":12}},{"id":"963c4ded-45ed-4c05-9ebc-24f3ed09a6ce","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":40,"box":{"x":89,"y":59,"width":865,"height":12}},{"id":"9ca3da05-5b01-4a9e-bfd9-1cb52a106bb2","block_type":"box","text":"Los Angeles.","page_number":40,"box":{"x":89,"y":74,"width":87,"height":12}},{"id":"1561a3dc-0bf0-4f5a-b93b-14c0c03d40a4","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":40,"box":{"x":89,"y":101,"width":865,"height":9}},{"id":"d2aa28c6-9dd2-4d55-8dd2-6c78695cf2ca","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":40,"box":{"x":89,"y":116,"width":839,"height":11}},{"id":"91824dd5-3bd1-40e9-8299-4142fdadac2a","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":40,"box":{"x":89,"y":131,"width":821,"height":12}},{"id":"c7c1d149-54c8-4e5d-890a-0ed61be23102","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":40,"box":{"x":89,"y":146,"width":848,"height":12}},{"id":"cdbcddf9-3e45-4451-a66e-bb66a12bbc1b","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":40,"box":{"x":88,"y":161,"width":870,"height":12}},{"id":"5c1e8c84-1373-4d2e-ace1-28aeaa30e095","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":40,"box":{"x":89,"y":176,"width":839,"height":13}},{"id":"2daf0d7d-26ad-4952-afaa-698808a19e79","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":40,"box":{"x":89,"y":191,"width":846,"height":13}},{"id":"e6162071-27ec-45cb-8658-cbcfe8064c3d","block_type":"box","text":"Senior Managing Director and Chief Executive Officer of New York Life Investment Management. From 2008 to 2010, Mr.","page_number":40,"box":{"x":88,"y":206,"width":844,"height":13}},{"id":"c78de3d3-ebf3-44a2-bd49-b85aa80f618a","block_type":"box","text":"Lawton was the President of Fridson Investment Advisors, LLC. Mr. Lawton previously held multiple roles at Fidelity","page_number":40,"box":{"x":89,"y":222,"width":804,"height":12}},{"id":"7609eec7-9884-492c-961a-176d73662abc","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":40,"box":{"x":89,"y":237,"width":859,"height":12}},{"id":"24d02671-e4d5-41ce-b95a-6e376e4f6389","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":40,"box":{"x":89,"y":252,"width":806,"height":12}},{"id":"e7724cf6-9e0c-4b4f-8a71-b45fe37d9fbc","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":40,"box":{"x":88,"y":278,"width":863,"height":13}},{"id":"181705a1-1e08-42fc-a427-71be33ec2be6","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":40,"box":{"x":89,"y":293,"width":877,"height":12}},{"id":"bfd06c27-bf8b-49f1-9677-2375f3683866","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":40,"box":{"x":89,"y":308,"width":877,"height":13}},{"id":"3c6b2b09-c1fd-49c8-8cea-8428374cb20a","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":40,"box":{"x":89,"y":324,"width":852,"height":12}},{"id":"e1d56ff2-8ac7-4171-808c-695a499192a4","block_type":"box","text":"consulting services to this privately held firm that develops products and strategies for homeowners in managing the equity","page_number":40,"box":{"x":89,"y":339,"width":868,"height":12}},{"id":"624eb986-c5de-47b2-82b0-8980372ee0b5","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":40,"box":{"x":89,"y":354,"width":825,"height":11}},{"id":"205ac4a8-1269-4724-bb24-e419252d37b6","block_type":"box","text":"previously served as Director of Barclays Global Investors (“BGI”) UK Holdings, where he provided governance oversight","page_number":40,"box":{"x":89,"y":369,"width":836,"height":12}},{"id":"9616fe5f-5a13-4374-9725-0a538c0451b8","block_type":"box","text":"representing BGI’s shareholders (Barclays PLC, BGI management shareholders) through oversight of BGI’s worldwide","page_number":40,"box":{"x":89,"y":384,"width":817,"height":12}},{"id":"0b4ce9e1-666b-48ca-829c-2b350cf5d923","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":40,"box":{"x":89,"y":399,"width":848,"height":13}},{"id":"2195774a-2c57-49db-9895-6e66a3240528","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":40,"box":{"x":89,"y":414,"width":867,"height":13}},{"id":"1e4deacb-9f9d-4b6a-a3b3-1b09c50c4e54","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":40,"box":{"x":89,"y":429,"width":840,"height":12}},{"id":"46b26bd3-c3d4-4a02-92e5-d72d53a487c5","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":40,"box":{"x":88,"y":445,"width":853,"height":12}},{"id":"5e46e14c-afbd-40d3-beb2-90f114655a89","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":40,"box":{"x":89,"y":460,"width":866,"height":12}},{"id":"f98f5208-1586-4fa5-93da-b3aa66948450","block_type":"box","text":"University of Chicago Booth School of Business.","page_number":40,"box":{"x":89,"y":475,"width":333,"height":12}},{"id":"08dceb18-6416-4f29-80c8-97b570e10299","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":40,"box":{"x":89,"y":501,"width":866,"height":13}},{"id":"36030001-e516-4d6d-b964-9582d529a222","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":40,"box":{"x":88,"y":516,"width":854,"height":13}},{"id":"0852a76e-950f-453f-81b0-22458e58de18","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":40,"box":{"x":89,"y":531,"width":869,"height":13}},{"id":"8a95a099-9cb7-41e1-a91d-cdaa7d6c28c7","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":40,"box":{"x":89,"y":547,"width":858,"height":12}},{"id":"a58adf3c-12f9-46dc-a0aa-ac01045aae8c","block_type":"box","text":"the University of Chicago Booth School of Business and Chief Global Strategist of the University of Chicago. He served as","page_number":40,"box":{"x":88,"y":562,"width":843,"height":12}},{"id":"66446ae0-4bca-42dc-b793-1fb09b9b35f6","block_type":"box","text":"Chair of the Board for the Center for Research in Security Prices, LLC, an affiliate of the University of Chicago Booth School of","page_number":40,"box":{"x":89,"y":577,"width":873,"height":12}},{"id":"57c8c5e6-1169-44c6-84e0-024f9f8fd9da","block_type":"box","text":"Business, from 2020 to 2026. Mr. Rajan has served on the Advisory Board of C.M. Capital Corporation since 2016, as a","page_number":40,"box":{"x":89,"y":592,"width":820,"height":12}},{"id":"914260bc-4440-41e6-899f-700637e7ec02","block_type":"box","text":"Director of C.M. Capital Corporation since 2020, and as a director of WellBe Senior Medical since 2023. From 2001 to 2017,","page_number":40,"box":{"x":89,"y":607,"width":854,"height":12}},{"id":"fb76cee1-6a61-4873-b0fd-bfd84a7198f6","block_type":"box","text":"Mr. Rajan was the Robert K. Jaedicke Professor of Accounting at the Stanford University Graduate School of Business. In April","page_number":40,"box":{"x":89,"y":622,"width":871,"height":12}},{"id":"c848adfe-baa2-48c1-b3f2-c5a81b257eee","block_type":"box","text":"2017, he received the school’s Robert T. Davis Award for Lifetime Achievement and Service. He has taught accounting for","page_number":40,"box":{"x":89,"y":637,"width":845,"height":13}},{"id":"e2b87789-3b67-4f54-9927-3ead2a83a40b","block_type":"box","text":"over 25 years to undergraduate, MBA and law students, as well as to senior executives. From 2010 to 2016, Mr. Rajan served","page_number":40,"box":{"x":89,"y":652,"width":867,"height":13}},{"id":"4ef34b63-c7bf-4271-9e50-c538442c5092","block_type":"box","text":"as the Senior Associate Dean for Academic Affairs and head of the MBA Program at the Stanford University Graduate School","page_number":40,"box":{"x":89,"y":668,"width":871,"height":12}},{"id":"9ceb416a-62c0-487a-9d7c-a9f5f9e8db83","block_type":"box","text":"of Business. Mr. Rajan served as editor of “The Accounting Review” from 2002 to 2008 and is co-author of “Cost Accounting:","page_number":40,"box":{"x":89,"y":683,"width":876,"height":12}},{"id":"a1698533-e4fc-4e1c-9a73-32821ccfd271","block_type":"box","text":"A Managerial Emphasis,” a leading cost accounting textbook. From 2013 to 2018, Mr. Rajan served on the Board of Directors","page_number":40,"box":{"x":88,"y":698,"width":871,"height":12}},{"id":"3ffb2575-cc84-4a09-9bdf-c58ad9c6f38b","block_type":"box","text":"of Cavium Inc., a semiconductor company. Mr. Rajan holds MS and PhD degrees in Accounting from Carnegie Mellon","page_number":40,"box":{"x":89,"y":713,"width":820,"height":12}},{"id":"103109d0-c04a-45c9-b04a-72e22dee2b72","block_type":"box","text":"University.","page_number":40,"box":{"x":89,"y":729,"width":70,"height":11}},{"id":"54969d2c-a66f-4541-b74d-4750e324213a","block_type":"box","text":"Board – Leadership Structure and Oversight Responsibilities","page_number":40,"box":{"x":89,"y":754,"width":417,"height":13}},{"id":"7e95752b-0e2f-4c2f-8b6a-222383eccdfd","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":40,"box":{"x":89,"y":781,"width":867,"height":12}},{"id":"092677b5-6fad-4a99-a8ae-b7ec48a4e0b0","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":40,"box":{"x":89,"y":796,"width":855,"height":12}},{"id":"c3b66b83-b10a-4153-aa0c-ae883ee83a73","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":40,"box":{"x":89,"y":811,"width":847,"height":12}},{"id":"f5caafee-3f6e-4ca0-b6b5-6c2751882be0","block_type":"box","text":"Board is currently composed of eleven members, nine of whom are Independent Trustees. The Board currently conducts","page_number":40,"box":{"x":89,"y":826,"width":842,"height":13}},{"id":"f24984e1-740e-461d-a76b-6eb4ba2971fc","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":40,"box":{"x":89,"y":841,"width":872,"height":13}},{"id":"eb8b36e0-84e0-4a2e-8d65-c21a227a91f5","block_type":"box","text":"or informal conference calls to discuss specific matters that may arise or require action between regular meetings. The","page_number":40,"box":{"x":89,"y":856,"width":829,"height":13}},{"id":"faa8a8e6-9554-472f-a220-2f7b659a7b2e","block_type":"box","text":"31","page_number":40,"box":{"x":520,"y":894,"width":13,"height":9}},{"id":"a188ad45-d5dd-4a16-a21b-1aafdc687da9","block_type":"box","text":"Independent Trustees meet regularly outside the presence of management, in executive session or with other service","page_number":41,"box":{"x":89,"y":44,"width":819,"height":12}},{"id":"d4a4d668-a510-4f04-bf9d-29c01621a8e4","block_type":"box","text":"providers to the Trust.","page_number":41,"box":{"x":89,"y":59,"width":153,"height":12}},{"id":"500943a7-cf36-45d7-94f0-aafef5e59c6e","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":41,"box":{"x":88,"y":85,"width":871,"height":13}},{"id":"b0bd569d-01a3-4a38-9ab6-2bbe834ac14a","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":41,"box":{"x":89,"y":101,"width":872,"height":12}},{"id":"37533b23-e9f7-4b9a-9d3c-3b4a54273293","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":41,"box":{"x":89,"y":116,"width":865,"height":12}},{"id":"5f3cd138-c2ab-461d-9154-a20e1545244c","block_type":"box","text":"Board has established seven standing Committees: a Nominating and Governance Committee, an Audit Committee, a 15(c)","page_number":41,"box":{"x":89,"y":131,"width":863,"height":12}},{"id":"4a95b61c-0da6-4fd1-9c25-641a66d63396","block_type":"box","text":"Committee, a Securities Lending Committee, a Risk Committee, an Equity Plus Committee and a Fixed Income Plus","page_number":41,"box":{"x":89,"y":146,"width":803,"height":12}},{"id":"02b52a61-85fe-4a72-958b-b0a9de967840","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":41,"box":{"x":89,"y":161,"width":862,"height":12}},{"id":"b9dc38bc-3c83-43de-9bb6-1a10a797d2b7","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":41,"box":{"x":88,"y":176,"width":863,"height":13}},{"id":"df132ff1-c021-4ef8-bec4-831019fda86f","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":41,"box":{"x":88,"y":191,"width":857,"height":13}},{"id":"b5fdddfc-1c4b-4e3b-83ec-9d5d248a9451","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":41,"box":{"x":89,"y":206,"width":816,"height":13}},{"id":"74133944-f239-4a81-8d38-561ce7363a05","block_type":"box","text":"providers, officers, attorneys and other Trustees between meetings. Each standing Committee meets regularly to conduct the","page_number":41,"box":{"x":89,"y":222,"width":877,"height":12}},{"id":"5b317c51-4f06-4727-a132-6e7a30b2fa88","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":41,"box":{"x":89,"y":237,"width":824,"height":12}},{"id":"59f14bb7-aeed-4edf-9881-4be37c0f10ea","block_type":"box","text":"standing Committee conduct annual assessments of their oversight function and structure. The Board has determined that","page_number":41,"box":{"x":89,"y":252,"width":862,"height":12}},{"id":"731c3e91-b211-4af2-ac40-0e6fc9ad6b34","block_type":"box","text":"the Board’s leadership structure is appropriate because it allows the Board to exercise independent judgment over","page_number":41,"box":{"x":88,"y":267,"width":798,"height":12}},{"id":"2c2c232d-2f8f-4410-a7fa-76e63b090744","block_type":"box","text":"management and it allocates areas of responsibility among committees of Independent Trustees and the full Board to","page_number":41,"box":{"x":89,"y":282,"width":823,"height":12}},{"id":"79fb94a8-4a3b-4e74-9493-98c3526980e0","block_type":"box","text":"enhance effective oversight.","page_number":41,"box":{"x":89,"y":297,"width":194,"height":12}},{"id":"59b2369c-29db-438b-82ac-631c21703bc7","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":41,"box":{"x":89,"y":324,"width":866,"height":12}},{"id":"0e1b8434-3c84-4f78-8c23-f8f9f9583692","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":41,"box":{"x":88,"y":339,"width":845,"height":12}},{"id":"e1cf2bdb-c8da-4551-b076-689863b66896","block_type":"box","text":"compliance, operational, reputational, counterparty and valuation risks, among others. While there are a number of risk","page_number":41,"box":{"x":89,"y":354,"width":836,"height":12}},{"id":"d21b7325-1ee1-497e-82c3-d752be595a1a","block_type":"box","text":"management functions performed by BFA and other service providers, as applicable, it is not possible to identify and","page_number":41,"box":{"x":89,"y":369,"width":813,"height":12}},{"id":"9e2444cd-c5b8-4fd4-a59b-235f4919a6eb","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":41,"box":{"x":89,"y":384,"width":860,"height":12}},{"id":"bc75580f-373c-4cf9-8658-d79c287e1d88","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":41,"box":{"x":89,"y":399,"width":831,"height":13}},{"id":"9ee4adad-57b1-4a48-b4ab-5a7366a3ea33","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":41,"box":{"x":89,"y":414,"width":824,"height":13}},{"id":"ef106025-2971-44f9-97ff-5a35b560555f","block_type":"box","text":"management issues are specifically addressed in presentations and discussions. For example, BFA has an independent","page_number":41,"box":{"x":89,"y":429,"width":828,"height":13}},{"id":"32cd0a55-97f2-4c94-b86c-d8746140eb87","block_type":"box","text":"dedicated Risk and Quantitative Analysis Group (“RQA”) that assists BFA in managing fiduciary and corporate risks, including","page_number":41,"box":{"x":89,"y":445,"width":874,"height":12}},{"id":"77be6fa9-70e4-430b-b375-da1b128a1dc6","block_type":"box","text":"investment, operational, counterparty credit and enterprise risk. Representatives of RQA meet with the Board to discuss their","page_number":41,"box":{"x":89,"y":460,"width":871,"height":12}},{"id":"237bf396-f2d8-419c-87e6-1819deb6beaf","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":41,"box":{"x":89,"y":475,"width":858,"height":12}},{"id":"d30d8b5f-bc2d-4f3d-8cc3-f885263bfb39","block_type":"box","text":"The Board, directly or through a committee, also reviews reports from, among others, management and the independent","page_number":41,"box":{"x":88,"y":490,"width":848,"height":12}},{"id":"df348b9a-a7a4-4ca8-a894-5721bb24efde","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":41,"box":{"x":89,"y":505,"width":853,"height":12}},{"id":"85ec1895-9538-4086-9af6-09fbe33b777d","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":41,"box":{"x":88,"y":520,"width":864,"height":12}},{"id":"9e9882a2-2755-4233-9a02-495c0dedd026","block_type":"box","text":"compliance program, including assessments by independent third parties, and reports to the Board regarding compliance","page_number":41,"box":{"x":89,"y":535,"width":850,"height":13}},{"id":"c0ec0c9a-ad69-4410-81b2-39754eb4a36f","block_type":"box","text":"matters for the Trust and its principal service providers. In testing and maintaining the compliance program, the Chief","page_number":41,"box":{"x":89,"y":550,"width":824,"height":13}},{"id":"1377c82e-89e5-467c-8e17-c99941eeb51c","block_type":"box","text":"Compliance Officer (and his or her delegates) assesses key compliance risks affecting each Fund, and addresses them in","page_number":41,"box":{"x":89,"y":565,"width":841,"height":13}},{"id":"30c8598f-1e4b-4382-ad8e-1db00e12463c","block_type":"box","text":"periodic reports to the Board. In addition, the Audit Committee meets with both the Funds’ independent registered public","page_number":41,"box":{"x":89,"y":581,"width":849,"height":12}},{"id":"23f9690b-1a32-49ee-99fb-74027e2591f8","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":41,"box":{"x":89,"y":596,"width":867,"height":12}},{"id":"520f275c-4ad3-41d4-adcb-7d2039bd32f6","block_type":"box","text":"Board oversight of risk is also performed as needed between meetings through communications between BFA and the Board.","page_number":41,"box":{"x":89,"y":611,"width":876,"height":12}},{"id":"0a20432f-64b1-4069-af23-55c7af8316e0","block_type":"box","text":"The Independent Trustees have engaged independent legal counsel to assist them in performing their oversight","page_number":41,"box":{"x":88,"y":626,"width":783,"height":12}},{"id":"f6fde31c-b3b0-444b-a643-5e2fefe5c100","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":41,"box":{"x":89,"y":641,"width":821,"height":12}},{"id":"67bdd35a-4e61-4aec-b7b6-774768373d48","block_type":"box","text":"oversight role does not make it a guarantor of the Funds’ investment performance or other activities.","page_number":41,"box":{"x":89,"y":656,"width":704,"height":13}},{"id":"0d542756-d122-46f1-8206-a7fd51cda95d","block_type":"box","text":"Committees of the Board of Trustees.","page_number":41,"box":{"x":89,"y":683,"width":268,"height":9}},{"id":"2fa4e381-eb2e-4612-a982-21b38e5198b9","block_type":"box","text":"The members of the Audit Committee are Laura F. Fergerson (Chair), Richard L.","page_number":41,"box":{"x":366,"y":683,"width":555,"height":12}},{"id":"08c404f9-5997-4f90-9329-5565c0aba822","block_type":"box","text":"Fagnani (Co-Chair from January 1, 2025 to June 30, 2025) and John E. Martinez, each of whom is an Independent Trustee.","page_number":41,"box":{"x":89,"y":698,"width":848,"height":12}},{"id":"1c2e85db-927c-4115-99b0-7a9fa0179008","block_type":"box","text":"The purposes of the Audit Committee are to assist the Board (i) in its oversight of the Trust’s accounting and financial","page_number":41,"box":{"x":88,"y":713,"width":824,"height":12}},{"id":"c6ed0c1b-9089-43e0-9ecb-5226e0d7ad35","block_type":"box","text":"reporting principles and policies and related controls and procedures maintained by or on behalf of the Trust; (ii) in its","page_number":41,"box":{"x":89,"y":728,"width":824,"height":12}},{"id":"9ce5f867-b20a-4f0d-9085-a15a9281dfb9","block_type":"box","text":"oversight of the Trust’s financial statements and the independent audit thereof; (iii) in selecting, evaluating and, where","page_number":41,"box":{"x":89,"y":743,"width":829,"height":12}},{"id":"13de4122-b066-4e26-ac9f-ba47c87c41bb","block_type":"box","text":"deemed appropriate, replacing the independent accountants (or nominating the independent accountants to be proposed","page_number":41,"box":{"x":89,"y":758,"width":856,"height":13}},{"id":"c4aa8041-576e-4b3d-8b16-e017fdbe663d","block_type":"box","text":"for shareholder approval in any proxy statement); (iv) in evaluating the independence of the independent accountants; (v) in","page_number":41,"box":{"x":88,"y":773,"width":871,"height":13}},{"id":"fdc95933-328f-4e6b-8b85-926359f4cdfb","block_type":"box","text":"complying with legal and regulatory requirements that relate to the Trust’s accounting and financial reporting, internal","page_number":41,"box":{"x":89,"y":788,"width":829,"height":13}},{"id":"cfb954ba-2b9d-4b3f-be13-ddc9e655b5e2","block_type":"box","text":"controls, compliance controls and independent audits; and (vi) to assume such other responsibilities as may be delegated by","page_number":41,"box":{"x":89,"y":804,"width":873,"height":12}},{"id":"8e9ceb20-8cf0-44fe-98c5-fdb5f653319c","block_type":"box","text":"the Board. The Audit Committee met five times during the fiscal year ended October 31, 2025.","page_number":41,"box":{"x":88,"y":819,"width":657,"height":12}},{"id":"be380fd2-eba4-49cd-841d-126183f8fb08","block_type":"box","text":"The members of the Nominating and Governance Committee are Madhav V. Rajan (Chair), Richard L. Fagnani and Laura F.","page_number":41,"box":{"x":88,"y":845,"width":857,"height":12}},{"id":"8eb392bd-bcf9-4ceb-b0d9-0bfdea2d0a51","block_type":"box","text":"Fergerson, each of whom is an Independent Trustee. The Nominating and Governance Committee nominates individuals for","page_number":41,"box":{"x":89,"y":860,"width":869,"height":13}},{"id":"fd7a4a9a-961a-432a-83c2-0783c8fa49cd","block_type":"box","text":"32","page_number":41,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"e713b460-0e40-4ba0-b35f-a679f08b6558","block_type":"box","text":"Independent Trustee membership on the Board and recommends appointments to the Advisory Board. The Nominating and","page_number":42,"box":{"x":89,"y":44,"width":870,"height":12}},{"id":"ef4e4082-59f0-4973-a1a0-7e44846a2486","block_type":"box","text":"Governance Committee functions include, but are not limited to, the following: (i) reviewing the qualifications of any person","page_number":42,"box":{"x":89,"y":59,"width":866,"height":12}},{"id":"f1188c46-fc3c-4d94-a55c-256fbfb4f9b2","block_type":"box","text":"properly identified or nominated to serve as an Independent Trustee; (ii) recommending to the Board and current","page_number":42,"box":{"x":89,"y":74,"width":792,"height":12}},{"id":"b147cbc0-dfc3-4b52-a329-5623445177c1","block_type":"box","text":"Independent Trustees the nominee(s) for appointment as an Independent Trustee by the Board and current Independent","page_number":42,"box":{"x":89,"y":89,"width":845,"height":13}},{"id":"2985352d-9e26-4e7b-b615-3fb5af22a448","block_type":"box","text":"Trustees and/or for election as Independent Trustees by shareholders to fill any vacancy for a position of Independent","page_number":42,"box":{"x":88,"y":104,"width":826,"height":13}},{"id":"a29bbe79-a149-44c0-af96-12f9f142a396","block_type":"box","text":"Trustee(s) on the Board; (iii) recommending to the Board and current Independent Trustees the size and composition of the","page_number":42,"box":{"x":88,"y":119,"width":866,"height":13}},{"id":"8ce93b98-662c-4706-a23e-7f6ee75fb780","block_type":"box","text":"Board and Board committees and whether they comply with applicable laws and regulations; (iv) recommending a current","page_number":42,"box":{"x":89,"y":135,"width":857,"height":12}},{"id":"be54477c-b680-4a4d-be28-bebf865c5e7a","block_type":"box","text":"Independent Trustee to the Board and current Independent Trustees to serve as Board Chair; (v) periodic review of the","page_number":42,"box":{"x":89,"y":150,"width":826,"height":12}},{"id":"c7267d5a-52ca-4c43-98a9-9afb3ded83aa","block_type":"box","text":"Board’s retirement policy; and (vi) recommending an appropriate level of compensation for the Independent Trustees for","page_number":42,"box":{"x":89,"y":165,"width":845,"height":12}},{"id":"e365a89a-09e4-45b5-8773-a995ae83b85f","block_type":"box","text":"their services as Trustees, members or chairpersons of committees of the Board, Board Chair and any other positions as the","page_number":42,"box":{"x":88,"y":180,"width":865,"height":12}},{"id":"09b758cc-853f-4925-bde2-72022450a4f7","block_type":"box","text":"Nominating and Governance Committee considers appropriate. The Nominating and Governance Committee does not","page_number":42,"box":{"x":89,"y":195,"width":830,"height":12}},{"id":"d60c5fc8-53fd-4332-8007-2d59ceedcd1b","block_type":"box","text":"consider Board nominations recommended by shareholders (acting solely in their capacity as a shareholder and not in any","page_number":42,"box":{"x":89,"y":210,"width":856,"height":13}},{"id":"5acbfecc-544c-4090-aae5-1db1c4b10980","block_type":"box","text":"other capacity). The Nominating and Governance Committee met three times during the fiscal year ended October 31, 2025.","page_number":42,"box":{"x":89,"y":225,"width":870,"height":13}},{"id":"90458057-66c1-4f40-a562-4e6b658d218e","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":42,"box":{"x":89,"y":252,"width":831,"height":12}},{"id":"4b15edbb-f266-4c91-8151-c15f0d20192d","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":42,"box":{"x":89,"y":267,"width":865,"height":12}},{"id":"8799aec1-5cc2-4df9-b5ab-3b3a5814f28f","block_type":"box","text":"the annual review and renewal of the Trust’s advisory and sub-advisory agreements. These responsibilities include: (i)","page_number":42,"box":{"x":88,"y":282,"width":823,"height":12}},{"id":"c941c4fa-ff96-47db-ba11-135f159875ef","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":42,"box":{"x":89,"y":297,"width":877,"height":12}},{"id":"c10a9bb7-9363-4ee0-8baf-24937cdb2287","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":42,"box":{"x":88,"y":312,"width":861,"height":13}},{"id":"9a70b86d-4be3-4797-a93d-801fc28e9f30","block_type":"box","text":"information will be provided; and (ii) considering and discussing with BlackRock, Inc. such other matters and information as","page_number":42,"box":{"x":89,"y":327,"width":868,"height":13}},{"id":"7110687f-769f-4d86-bb89-543e1c116293","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":42,"box":{"x":89,"y":342,"width":847,"height":13}},{"id":"4d0597b6-f889-484f-83e1-5f227b4620c2","block_type":"box","text":"Trust. The 15(c) Committee met two times during the fiscal year ended October 31, 2025.","page_number":42,"box":{"x":88,"y":358,"width":627,"height":12}},{"id":"b03ea7e2-2f57-4936-8113-f916f8c23a6d","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":42,"box":{"x":88,"y":384,"width":837,"height":12}},{"id":"e5cf71b1-f967-48e4-9144-2d567d713008","block_type":"box","text":"Martinez, each of whom is an Independent Trustee. The principal responsibilities of the Securities Lending Committee are to","page_number":42,"box":{"x":89,"y":399,"width":868,"height":13}},{"id":"e0852b1a-0f60-4dc4-b743-655b069a573e","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":42,"box":{"x":89,"y":414,"width":840,"height":13}},{"id":"ca7eba98-2e19-41de-8407-a9f2e90a963d","block_type":"box","text":"These responsibilities include: (i) requesting that certain information be provided to the Committee for its review and","page_number":42,"box":{"x":88,"y":429,"width":819,"height":13}},{"id":"70928c43-6f7d-4e5a-98fd-aeeb6a2c7731","block_type":"box","text":"consideration prior to such information being provided to the Board; (ii) considering and discussing with BlackRock, Inc. such","page_number":42,"box":{"x":89,"y":445,"width":877,"height":12}},{"id":"b73a9460-2d71-4154-9a85-d8c2746cf271","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":42,"box":{"x":89,"y":460,"width":854,"height":12}},{"id":"3bd5ed76-86d6-4002-81c5-a60e38cbdf5f","block_type":"box","text":"activities and make required findings and approvals; and (iii) providing a recommendation to the Board regarding the annual","page_number":42,"box":{"x":89,"y":475,"width":869,"height":12}},{"id":"64a59706-8308-4c45-bd95-1bfe71f7a508","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":42,"box":{"x":89,"y":490,"width":855,"height":12}},{"id":"2c81a1ae-871c-49ce-8f78-6f7fee683b67","block_type":"box","text":"Trust’s agreement with the securities lending agent. The Securities Lending Committee met five times during the fiscal year","page_number":42,"box":{"x":88,"y":505,"width":865,"height":12}},{"id":"e5df2aef-79b6-47cf-80f7-52e0746cf046","block_type":"box","text":"ended October 31, 2025.","page_number":42,"box":{"x":89,"y":520,"width":170,"height":11}},{"id":"b9125b5b-ca33-4e46-aacd-b051bf128a13","block_type":"box","text":"The members of the Equity Plus Committee are John E. Martinez (Chair), Jane D. Carlin and Richard L. Fagnani, each of whom","page_number":42,"box":{"x":88,"y":547,"width":875,"height":12}},{"id":"e2684a5e-1d33-479d-9be7-f40836a90d17","block_type":"box","text":"is an Independent Trustee. The principal responsibilities of the Equity Plus Committee are to support, oversee and organize on","page_number":42,"box":{"x":89,"y":562,"width":878,"height":12}},{"id":"421c527d-56b5-47b6-ae06-72795d4f170c","block_type":"box","text":"behalf of the Board the process for oversight of Trust performance and related matters for equity funds. These responsibilities","page_number":42,"box":{"x":89,"y":577,"width":878,"height":12}},{"id":"95b29620-6724-41ed-b174-bfb6ecf0b62f","block_type":"box","text":"include: (i) reviewing quarterly reports regarding Trust performance, secondary market trading and changes in net assets to","page_number":42,"box":{"x":89,"y":592,"width":866,"height":12}},{"id":"f791922c-efc9-495c-b04b-92105de2bf14","block_type":"box","text":"identify any matters that should be brought to the attention of the Board; and (ii) considering any performance or investment","page_number":42,"box":{"x":89,"y":607,"width":877,"height":12}},{"id":"1add0fa5-9f0e-40a2-9a8c-f3d4d017e83f","block_type":"box","text":"related matters as may be delegated to the Committee by the Board from time to time and providing a report or","page_number":42,"box":{"x":89,"y":622,"width":781,"height":12}},{"id":"3eb3b427-0d88-4ecd-946b-0dd226191425","block_type":"box","text":"recommendation to the Board as appropriate. The Equity Plus Committee met four times during the fiscal year ended","page_number":42,"box":{"x":89,"y":637,"width":820,"height":13}},{"id":"fe153e26-c278-4fef-9d7f-e68fb011c73d","block_type":"box","text":"October 31, 2025.","page_number":42,"box":{"x":89,"y":652,"width":123,"height":12}},{"id":"3c9a61f8-93e0-47d1-aff1-62d9e8f94eb7","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":42,"box":{"x":88,"y":679,"width":880,"height":12}},{"id":"a2bf4bad-335a-42bf-8699-50bbb8b583db","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":42,"box":{"x":88,"y":694,"width":862,"height":12}},{"id":"ebb0b601-d2ea-46b0-9a1d-6288baf233ab","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":42,"box":{"x":89,"y":709,"width":866,"height":12}},{"id":"5d84c70a-cc97-4f5f-bfbf-464f3b48a560","block_type":"box","text":"fixed-income or multi-asset funds. These responsibilities include: (i) reviewing quarterly reports regarding Trust performance,","page_number":42,"box":{"x":88,"y":724,"width":879,"height":13}},{"id":"90b14f6b-dd8a-4e9b-abd0-8bce1247d22f","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":42,"box":{"x":89,"y":739,"width":852,"height":13}},{"id":"839d8951-a0b6-44fb-a457-dd5aca426535","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":42,"box":{"x":89,"y":754,"width":843,"height":13}},{"id":"35334e59-21e3-44df-a655-bfffaf8919bf","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":42,"box":{"x":89,"y":770,"width":833,"height":12}},{"id":"f12b651c-dfc0-4a45-9476-52be2d538d55","block_type":"box","text":"Committee met four times during the fiscal year ended October 31, 2025.","page_number":42,"box":{"x":89,"y":785,"width":512,"height":12}},{"id":"e83011a3-faa8-435c-a26e-844705b203e2","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":42,"box":{"x":88,"y":811,"width":838,"height":12}},{"id":"2c811438-b80e-4649-95a1-6aa368b89791","block_type":"box","text":"2025), Drew E. Lawton and Madhav V. Rajan, each of whom is an Independent Trustee. The principal responsibility of the","page_number":42,"box":{"x":89,"y":826,"width":846,"height":13}},{"id":"5bb7adaf-3c91-47db-9334-5df6d1300d86","block_type":"box","text":"Risk Committee is to consider and organize on behalf of the Board risk related matters of the Funds so the Board may most","page_number":42,"box":{"x":89,"y":841,"width":861,"height":13}},{"id":"ec3ca7fc-b7b6-47e8-8897-d17f52f56020","block_type":"box","text":"33","page_number":42,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"3fe09fce-5461-428b-936c-48fd81301102","block_type":"box","text":"effectively structure itself to oversee them. The Risk Committee commenced on January 1, 2016. The Risk Committee met","page_number":43,"box":{"x":89,"y":44,"width":851,"height":12}},{"id":"77d8e53c-f877-42a9-9456-36b9be0588b0","block_type":"box","text":"four times during the fiscal year ended October 31, 2025.","page_number":43,"box":{"x":88,"y":59,"width":398,"height":12}},{"id":"5dabf31e-b330-4e6a-81db-aee93672f9fd","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":43,"box":{"x":88,"y":85,"width":685,"height":13}},{"id":"2ec72bfd-6062-4e1c-9342-657d4c9bd55a","block_type":"box","text":"The following table sets forth, as of December 31, 2025, the dollar range of equity securities beneficially owned by each","page_number":43,"box":{"x":88,"y":112,"width":834,"height":12}},{"id":"42085c2a-7bf4-49d7-bcbf-58b7ec787583","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":43,"box":{"x":88,"y":127,"width":824,"height":12}},{"id":"a0a4a772-effc-419e-99e9-11ca073fb564","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":43,"box":{"x":89,"y":142,"width":866,"height":12}},{"id":"14965ea6-67d1-4f4f-a810-436d9000207c","block_type":"box","text":"date indicated above:","page_number":43,"box":{"x":89,"y":157,"width":148,"height":10}},{"id":"d13b8e5c-0f6b-45cc-80a6-aba89871e8e9","block_type":"box","text":"Name Fund","page_number":43,"box":{"x":145,"y":247,"width":302,"height":8}},{"id":"565b4d86-7c4a-4e68-9983-bc649881e979","block_type":"box","text":"Dollar Range of Equity","page_number":43,"box":{"x":647,"y":237,"width":128,"height":10}},{"id":"dd1df87f-5bc2-46a8-b02a-e3433e2607f0","block_type":"box","text":"Securities in Named Fund","page_number":43,"box":{"x":637,"y":247,"width":147,"height":8}},{"id":"3db160b0-e827-48cd-acb0-dca036e7af4c","block_type":"box","text":"Aggregate Dollar Range","page_number":43,"box":{"x":821,"y":187,"width":138,"height":10}},{"id":"6ae66ea4-2c99-4095-8924-3f6b6cbc71aa","block_type":"box","text":"of Equity Securities in all","page_number":43,"box":{"x":820,"y":197,"width":140,"height":10}},{"id":"a77f2171-0968-4177-8dc3-d7ec8125b2ba","block_type":"box","text":"Registered Investment","page_number":43,"box":{"x":826,"y":207,"width":129,"height":10}},{"id":"eafcd228-e059-48dd-a0f0-3acbb75717c5","block_type":"box","text":"Companies Overseen by","page_number":43,"box":{"x":821,"y":217,"width":139,"height":10}},{"id":"3374c0b6-f7f4-4833-9e32-d964fa8e1c3d","block_type":"box","text":"Trustee","page_number":43,"box":{"x":868,"y":228,"width":43,"height":7}},{"id":"47a825f6-bf90-4ca0-b4f1-7fb95bbb1741","block_type":"box","text":"in Family of","page_number":43,"box":{"x":857,"y":237,"width":67,"height":10}},{"id":"31530b6d-434c-46c6-ac33-c3129ca07fd2","block_type":"box","text":"Investment Companies","page_number":43,"box":{"x":825,"y":248,"width":131,"height":9}},{"id":"ce62c000-88b6-4ee1-98af-86cc21d7b710","block_type":"box","text":"Robert S. Kapito None None None","page_number":43,"box":{"x":89,"y":269,"width":760,"height":13}},{"id":"714c9b2d-0637-4b07-ac36-ee5c73b93354","block_type":"box","text":"Stephen Cohen None None None","page_number":43,"box":{"x":88,"y":310,"width":761,"height":12}},{"id":"2b49ddbe-010c-4c1b-929e-df743a7b7766","block_type":"box","text":"John E. 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Kapito None Not Applicable Not Applicable None","page_number":46,"box":{"x":89,"y":627,"width":846,"height":13}},{"id":"f5c3b561-0db0-4fcc-800d-91b63636c69a","block_type":"box","text":"Stephen Cohen None Not Applicable Not Applicable None","page_number":46,"box":{"x":88,"y":642,"width":847,"height":13}},{"id":"60724242-0b4f-4d2f-af37-0a4bdd860f95","block_type":"box","text":"Independent Trustees:","page_number":46,"box":{"x":88,"y":673,"width":155,"height":12}},{"id":"757854c6-0905-439a-bae2-c262fa8977f5","block_type":"box","text":"Jane D. Carlin $ 7,801.42 Not Applicable Not Applicable $550,000","page_number":46,"box":{"x":88,"y":703,"width":862,"height":12}},{"id":"0b9723d6-13c1-4fc0-bd96-c0d02977393e","block_type":"box","text":"Richard L. Fagnani 7,801.42 Not Applicable Not Applicable 550,000","page_number":46,"box":{"x":89,"y":718,"width":856,"height":12}},{"id":"3449c52e-9bcc-4f92-aa71-be7556e9bc18","block_type":"box","text":"Laura F. 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BlackRock may also determine to rely on the","page_number":50,"box":{"x":89,"y":104,"width":831,"height":13}},{"id":"dde5e552-cb69-49f5-8678-7f95cdb4d209","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":50,"box":{"x":89,"y":119,"width":841,"height":13}},{"id":"ac57485c-7b0b-4173-9b25-1351364c8851","block_type":"box","text":"behalf of the Funds.","page_number":50,"box":{"x":89,"y":135,"width":138,"height":9}},{"id":"1d75fdb5-e652-47c9-b779-7a3c9ae6de94","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":50,"box":{"x":89,"y":161,"width":815,"height":12}},{"id":"2c9e25f8-e6b8-46ff-a40a-fca14ad2a5a1","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":50,"box":{"x":89,"y":176,"width":870,"height":13}},{"id":"20ce0d67-a1f0-4772-9c4d-baa78e44200d","block_type":"box","text":"of interest relating to asset allocation, timing of Fund purchases and redemptions or sales, and increased remuneration and","page_number":50,"box":{"x":89,"y":191,"width":863,"height":13}},{"id":"9e1b1b52-4435-4808-9164-68a425e02542","block_type":"box","text":"profitability for BlackRock and/or its personnel, including portfolio managers.","page_number":50,"box":{"x":89,"y":206,"width":541,"height":13}},{"id":"c4654b6b-6370-4092-8ee3-aba8048c48f4","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":50,"box":{"x":89,"y":233,"width":827,"height":12}},{"id":"bf062abc-4c2c-4d73-8338-92571a8238ed","block_type":"box","text":"account advised by BlackRock. BlackRock may (but is not required to) effect purchases and sales between BlackRock clients","page_number":50,"box":{"x":89,"y":248,"width":865,"height":12}},{"id":"1371f5fc-197b-4a8e-b56c-e10503dcb757","block_type":"box","text":"(“cross trades”), including the Funds, if BlackRock believes such transactions are appropriate based on each party’s","page_number":50,"box":{"x":89,"y":263,"width":804,"height":12}},{"id":"395c19c4-9ee5-4431-b9c0-67d07e85a89d","block_type":"box","text":"investment objectives and guidelines, subject to applicable law and regulation. There may be potential conflicts of interest or","page_number":50,"box":{"x":89,"y":278,"width":872,"height":13}},{"id":"6c71c4cc-a0f6-4ebb-b7e0-79561dd2bad4","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":50,"box":{"x":89,"y":293,"width":875,"height":13}},{"id":"8868dcbf-14c6-49b4-b482-568776055b89","block_type":"box","text":"Funds. BlackRock may have a potentially conflicting division of loyalties and responsibilities to the parties in such","page_number":50,"box":{"x":89,"y":308,"width":788,"height":13}},{"id":"1b9a9fae-3fcb-431c-adfd-0338dba76c59","block_type":"box","text":"transactions.","page_number":50,"box":{"x":88,"y":325,"width":90,"height":8}},{"id":"d3d0bf83-f998-4215-9a99-ffda4a24c4e9","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":50,"box":{"x":89,"y":350,"width":839,"height":12}},{"id":"9cdd0c0b-b6c5-424d-9740-9d6928b9d8f2","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":50,"box":{"x":89,"y":365,"width":878,"height":12}},{"id":"30aca4b0-d3ca-4cfe-9041-b07d499e00ad","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":50,"box":{"x":89,"y":380,"width":847,"height":13}},{"id":"29f5c274-d738-4090-9b75-014f3c69253b","block_type":"box","text":"effected at prices or terms that may be less favorable than would otherwise have been the case.","page_number":50,"box":{"x":89,"y":395,"width":667,"height":13}},{"id":"aa982fc4-fe65-4b6e-b1af-2cd79759ee4f","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":50,"box":{"x":88,"y":422,"width":874,"height":12}},{"id":"70022d6c-df5d-4d41-b232-02289ca058a0","block_type":"box","text":"accounts or other accounts (including investment companies or collective investment vehicles) that it manages or advises. It","page_number":50,"box":{"x":89,"y":437,"width":873,"height":12}},{"id":"2ac8fa05-755d-4d38-add3-f892df12b429","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":50,"box":{"x":89,"y":452,"width":851,"height":12}},{"id":"29e7442a-c335-47c7-b195-9c2b47060871","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":50,"box":{"x":89,"y":467,"width":859,"height":13}},{"id":"f231ab9e-322a-4d1d-9487-e479fcda982b","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":50,"box":{"x":88,"y":482,"width":840,"height":13}},{"id":"7e52beac-e6f2-4ca6-b747-43edd8c2ebcd","block_type":"box","text":"achieve significant profits. The opposite result is also possible.","page_number":50,"box":{"x":89,"y":497,"width":433,"height":13}},{"id":"5b7c74ca-678f-4e54-96fc-ed9c5fc761b8","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":50,"box":{"x":89,"y":524,"width":838,"height":12}},{"id":"83ccc188-1dd2-43c3-843e-7801b013fd75","block_type":"box","text":"activities because of regulatory, legal or contractual requirements applicable to BlackRock or other accounts managed or","page_number":50,"box":{"x":89,"y":539,"width":845,"height":12}},{"id":"c440e57b-0cd9-4308-bd13-f4fb72ebf230","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":50,"box":{"x":89,"y":554,"width":839,"height":12}},{"id":"dab0ed1e-a1e8-4af1-9a5a-6b0d6732efd1","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":50,"box":{"x":88,"y":569,"width":850,"height":13}},{"id":"92c4ccf5-e0c5-4bb5-bcc8-a7ca0a0f1e11","block_type":"box","text":"securities or instruments with respect to which BlackRock is performing services or when position limits have been reached.","page_number":50,"box":{"x":89,"y":584,"width":867,"height":13}},{"id":"92072f53-880f-44ee-a635-ad99a220f2dd","block_type":"box","text":"For example, the investment activities of BlackRock for its proprietary accounts and accounts under its management may","page_number":50,"box":{"x":89,"y":599,"width":850,"height":13}},{"id":"a83b92e2-68ed-4a8a-a568-9382b1c89e29","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":50,"box":{"x":89,"y":615,"width":860,"height":12}},{"id":"87a0ad65-f14b-40f7-9984-7d9debe22d05","block_type":"box","text":"the amount of investment, in the aggregate or in individual issuers, by affiliated foreign investors.","page_number":50,"box":{"x":88,"y":630,"width":678,"height":12}},{"id":"1b44f6cc-f55e-4502-9192-3172fcf1549d","block_type":"box","text":"In connection with its management of a Fund, BlackRock may have access to certain fundamental analysis and proprietary","page_number":50,"box":{"x":89,"y":656,"width":859,"height":13}},{"id":"ce57d0c4-6f29-4909-bf8e-cdcc769be7ce","block_type":"box","text":"technical models developed by BlackRock. BlackRock will not be under any obligation, however, to effect transactions on","page_number":50,"box":{"x":88,"y":671,"width":842,"height":13}},{"id":"bf763030-7360-4973-a9e7-b79dcb4d551a","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":50,"box":{"x":89,"y":686,"width":854,"height":13}},{"id":"6517af7c-a182-445d-a372-7567ace375e8","block_type":"box","text":"available any information regarding its proprietary activities or strategies, or the activities or strategies used for other","page_number":50,"box":{"x":89,"y":702,"width":815,"height":12}},{"id":"afe6b033-dca8-4ff0-8a60-b50c4002cb8a","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":50,"box":{"x":89,"y":717,"width":858,"height":12}},{"id":"754800a2-1e2f-4524-81f3-53421fce3199","block_type":"box","text":"access to such information for the purpose of managing the Fund. The proprietary activities or portfolio strategies of","page_number":50,"box":{"x":89,"y":732,"width":818,"height":12}},{"id":"02ba42a0-b9d5-42b9-927a-367c33b8d747","block_type":"box","text":"BlackRock, or the activities or strategies used for accounts managed by BlackRock or other client accounts could conflict","page_number":50,"box":{"x":89,"y":747,"width":845,"height":12}},{"id":"954546b4-c5e1-4c5e-aa6f-29989d552bac","block_type":"box","text":"with the transactions and strategies employed by BlackRock in managing a Fund.","page_number":50,"box":{"x":88,"y":762,"width":568,"height":12}},{"id":"f289c357-1f86-4c1d-a2c1-2f0d0876b751","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":50,"box":{"x":88,"y":788,"width":852,"height":13}},{"id":"80240889-29ea-4a7a-9fa4-8bb313d6cbfa","block_type":"box","text":"extent clients invest in these investment models and increase the assets under management of the Funds, the investment","page_number":50,"box":{"x":89,"y":804,"width":851,"height":12}},{"id":"61e4e4d4-c8a9-446c-b159-25d0bb30aaa4","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":50,"box":{"x":89,"y":819,"width":875,"height":12}},{"id":"e900060f-ad9e-49d1-a9ed-c4b757e2eb7c","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":50,"box":{"x":89,"y":834,"width":869,"height":12}},{"id":"347812e6-d951-49aa-8781-f54038ac38d6","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":50,"box":{"x":89,"y":849,"width":868,"height":12}},{"id":"0e966024-909e-4acb-8656-9a31a287b055","block_type":"box","text":"employees of other business units or entities within BlackRock. As a result, these principals and employees may have","page_number":50,"box":{"x":89,"y":864,"width":815,"height":12}},{"id":"bde463dd-20d3-45c6-8e70-de142a4de81a","block_type":"box","text":"41","page_number":50,"box":{"x":520,"y":894,"width":13,"height":9}},{"id":"d0a5b757-6ccd-45d5-a254-a0455db1694e","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":51,"box":{"x":89,"y":44,"width":865,"height":12}},{"id":"f4e275c8-f1d5-4ea2-bd45-19aa815b9a8b","block_type":"box","text":"their clients may be a consideration of which investors in a Fund should be aware.","page_number":51,"box":{"x":88,"y":59,"width":573,"height":12}},{"id":"7196d11d-fc9c-4596-a607-eee9fc5ff149","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":51,"box":{"x":89,"y":85,"width":835,"height":13}},{"id":"03ffc566-bbe3-495d-990f-affd82aa9050","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":51,"box":{"x":89,"y":101,"width":817,"height":12}},{"id":"4255e940-90fc-494b-8733-a037cf25e501","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":51,"box":{"x":89,"y":116,"width":844,"height":12}},{"id":"bd437b25-5dd9-4d1b-b4d9-e428c4f7d51e","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":51,"box":{"x":89,"y":131,"width":851,"height":12}},{"id":"c29e7bab-6556-43d3-9513-db483c69b2b7","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":51,"box":{"x":88,"y":146,"width":839,"height":12}},{"id":"ed71134d-04c9-46e9-a7e8-23f4f2268f3f","block_type":"box","text":"BlackRock.","page_number":51,"box":{"x":89,"y":161,"width":74,"height":10}},{"id":"32349c97-900b-4179-87aa-20db608dd107","block_type":"box","text":"BlackRock may also create, write or issue derivatives for clients, the underlying securities, currencies or instruments of which","page_number":51,"box":{"x":89,"y":188,"width":872,"height":12}},{"id":"3c90da89-e0a1-49c8-8fb0-f6a2f67ceb2c","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":51,"box":{"x":89,"y":203,"width":848,"height":12}},{"id":"7726b0c4-3bc9-4127-9f4b-ef654c2e627e","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":51,"box":{"x":89,"y":218,"width":827,"height":12}},{"id":"494bfdfa-54cc-4bec-ad1f-8381ecb7bce3","block_type":"box","text":"entered into an arrangement with Markit Indices Limited, the index provider for underlying fixed-income indexes used by","page_number":51,"box":{"x":89,"y":233,"width":847,"height":12}},{"id":"8c1076f4-8d90-4eb0-8d99-94e3cf0f28f6","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":51,"box":{"x":89,"y":248,"width":837,"height":12}},{"id":"31c23640-dd98-41b6-8358-e4c8c3818cbc","block_type":"box","text":"these derivative products could also potentially lead to greater liquidity for such products, increased purchase activity with","page_number":51,"box":{"x":88,"y":263,"width":857,"height":12}},{"id":"6d9b9f2a-850a-4aa7-a4c6-8f30d24f5c7b","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":51,"box":{"x":89,"y":278,"width":870,"height":13}},{"id":"c21edf79-c1d9-470a-b7b7-4adc3f447382","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":51,"box":{"x":89,"y":293,"width":839,"height":13}},{"id":"4c458aa5-6f86-4682-be09-abec25e7a056","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":51,"box":{"x":88,"y":308,"width":859,"height":12}},{"id":"8536bc52-4608-4bd1-841d-4e711447a2b5","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":51,"box":{"x":88,"y":324,"width":875,"height":12}},{"id":"12ef7988-aa6a-4dec-85ad-69ec6c932259","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":51,"box":{"x":88,"y":339,"width":817,"height":12}},{"id":"ee2d8e33-2f3f-46d2-b9bd-7fafc9b1417d","block_type":"box","text":"BlackRock on an arms-length basis.","page_number":51,"box":{"x":89,"y":354,"width":248,"height":12}},{"id":"be7f603a-6060-45d4-9bfd-f627cde1f4d2","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":51,"box":{"x":88,"y":380,"width":801,"height":13}},{"id":"8c8f6b98-ba42-48c7-a19c-f134cbcd8213","block_type":"box","text":"commercial capacities for a Fund. It is anticipated that the commissions, mark-ups, markdowns, financial advisory fees,","page_number":51,"box":{"x":89,"y":395,"width":836,"height":13}},{"id":"b33b36f4-a6cf-4bae-9ca2-c42a883d4d2a","block_type":"box","text":"underwriting and placement fees, sales fees, financing and commitment fees, brokerage fees, other fees, compensation or","page_number":51,"box":{"x":89,"y":410,"width":855,"height":13}},{"id":"5384ce30-1fba-4ac1-8b4c-fd6481d186cd","block_type":"box","text":"profits, rates, terms and conditions charged by BlackRock will be in its view commercially reasonable, although BlackRock,","page_number":51,"box":{"x":89,"y":426,"width":854,"height":12}},{"id":"3ba18c7d-67fb-4105-bc0e-6df50bb1a12b","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":51,"box":{"x":89,"y":441,"width":855,"height":12}},{"id":"00600ddc-4b7a-4deb-a1e3-80ff3b47e4d6","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":51,"box":{"x":89,"y":456,"width":858,"height":12}},{"id":"ff2d898b-f3ac-4593-b395-4dab593cf9bb","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":51,"box":{"x":89,"y":471,"width":820,"height":12}},{"id":"c22d6484-b2a8-4542-9892-258e21b90858","block_type":"box","text":"commercial capacities for a Fund or BlackRock.","page_number":51,"box":{"x":89,"y":486,"width":329,"height":12}},{"id":"2d333290-c138-4961-baa1-95f94a30f203","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":51,"box":{"x":88,"y":513,"width":821,"height":12}},{"id":"c81fbd64-94cf-4832-8f0a-f30f0d80cfbe","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":51,"box":{"x":89,"y":528,"width":850,"height":12}},{"id":"ada74a5a-b9b7-4f30-93f0-b55f73dfe287","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":51,"box":{"x":89,"y":543,"width":874,"height":12}},{"id":"664e5287-349f-4295-b26b-bf0b1d45b9ee","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":51,"box":{"x":89,"y":558,"width":824,"height":12}},{"id":"040ab177-706a-48d0-a46b-e1d9f62aee87","block_type":"box","text":"amounts.","page_number":51,"box":{"x":89,"y":574,"width":65,"height":9}},{"id":"db5340c5-c959-431e-a26b-f7f11f7a2735","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":51,"box":{"x":88,"y":599,"width":858,"height":13}},{"id":"17686b9b-1713-435d-a621-91e54e7682cc","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":51,"box":{"x":89,"y":615,"width":856,"height":12}},{"id":"8409d68e-f01b-4648-a15b-5d6c5513bedb","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":51,"box":{"x":89,"y":630,"width":873,"height":12}},{"id":"b4a7f48c-5639-44e8-a997-e641c1c05864","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":51,"box":{"x":89,"y":645,"width":831,"height":12}},{"id":"e27021d4-7231-4926-9e9f-9521e47940c0","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":51,"box":{"x":89,"y":660,"width":820,"height":12}},{"id":"50ab7956-e096-4019-9c04-4c9aef6d5e61","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":51,"box":{"x":89,"y":686,"width":851,"height":13}},{"id":"786d55a0-7998-4697-8a0d-12a5684dcfe6","block_type":"box","text":"securities lending revenues from, the Funds. BlackRock will also receive compensation for managing the reinvestment of the","page_number":51,"box":{"x":89,"y":702,"width":869,"height":12}},{"id":"6d009e45-e652-45d0-85a7-fa957a9797ab","block_type":"box","text":"cash collateral from securities lending. There are potential conflicts of interests in managing a securities lending program,","page_number":51,"box":{"x":89,"y":717,"width":850,"height":12}},{"id":"07a912ce-0177-41ff-9a64-f16c651b9b3c","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":51,"box":{"x":89,"y":732,"width":872,"height":12}},{"id":"ecd0eb2f-6519-4993-8fb2-6c705d6d6f62","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":51,"box":{"x":89,"y":747,"width":837,"height":12}},{"id":"6946dbd0-be89-452a-8cb8-7f48e46c344d","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":51,"box":{"x":89,"y":762,"width":871,"height":12}},{"id":"1747dd11-3d1c-46b9-b825-79461b445e55","block_type":"box","text":"to clients that would provide more revenue to BlackRock. As described further below, BlackRock seeks to mitigate this","page_number":51,"box":{"x":88,"y":777,"width":825,"height":12}},{"id":"7b9f8cad-c14b-4079-a02b-00ec06164710","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":51,"box":{"x":89,"y":792,"width":870,"height":13}},{"id":"67671846-9c9b-467c-b423-2be2315589cc","block_type":"box","text":"allocation.","page_number":51,"box":{"x":89,"y":807,"width":71,"height":10}},{"id":"41260bc0-0c34-472a-9a79-b51bda50cf43","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":51,"box":{"x":88,"y":834,"width":864,"height":12}},{"id":"aec7f4e3-cdb8-4bff-8964-c2a4a1902754","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":51,"box":{"x":89,"y":849,"width":880,"height":12}},{"id":"eec4542f-fd3a-4bd0-9b6f-2044c7b8d10c","block_type":"box","text":"collateral shortfall resulting from a borrower default (“shortfall risk”) in the securities lending program. BlackRock establishes","page_number":51,"box":{"x":89,"y":864,"width":874,"height":12}},{"id":"0274107e-1632-4e8b-98f3-33d527301d63","block_type":"box","text":"42","page_number":51,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"ed5d3242-3915-476f-b7ee-144c9f463467","block_type":"box","text":"program-wide borrower limits (“credit limits”) to actively manage borrower-specific credit exposure. BlackRock oversees the","page_number":52,"box":{"x":89,"y":44,"width":869,"height":12}},{"id":"44728a2e-a789-44bd-8832-b992565ef9e5","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":52,"box":{"x":89,"y":59,"width":848,"height":12}},{"id":"13fa192e-9afd-4b6b-b808-7e5c515cd611","block_type":"box","text":"market value as well as specific borrower credit characteristics. When necessary, BlackRock may adjust securities lending","page_number":52,"box":{"x":89,"y":74,"width":845,"height":12}},{"id":"b1996bf7-5347-4c30-848d-ed10a29a7ad5","block_type":"box","text":"program attributes by restricting eligible collateral or reducing borrower credit limits. As a result, the management of","page_number":52,"box":{"x":89,"y":89,"width":818,"height":13}},{"id":"e4fe268d-ac93-4b85-a865-c7932b9ae037","block_type":"box","text":"program-wide exposure as well as BlackRock-specific indemnification exposure may affect the amount of securities lending","page_number":52,"box":{"x":89,"y":104,"width":865,"height":13}},{"id":"8a5cad2b-093a-4d0e-a624-9ec2c10d65d0","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":52,"box":{"x":89,"y":119,"width":863,"height":13}},{"id":"fba0f414-2ece-4a70-9bfc-36c0c782e992","block_type":"box","text":"(including by asset type, collateral type and/or revenue profile).","page_number":52,"box":{"x":89,"y":135,"width":443,"height":12}},{"id":"7ff2c43c-0084-4509-a250-0bda06552f4d","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":52,"box":{"x":89,"y":161,"width":868,"height":12}},{"id":"4c381ded-b1e3-499f-b528-e151c9926883","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":52,"box":{"x":89,"y":176,"width":866,"height":13}},{"id":"4e631215-fb14-44a8-b50b-8ab6438f33f7","block_type":"box","text":"liquidity considerations, or credit considerations, which may impact Funds by reducing or eliminating the volume of lending","page_number":52,"box":{"x":89,"y":191,"width":865,"height":13}},{"id":"cde801ea-4ebe-4c97-a741-a02fd99c0440","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":52,"box":{"x":89,"y":206,"width":866,"height":13}},{"id":"38ffaaaf-28c9-4c6a-9a9b-94eba24d4e8c","block_type":"box","text":"loans overall. In addition, some borrowers may prefer certain BlackRock lenders that provide additional protections against","page_number":52,"box":{"x":89,"y":222,"width":857,"height":12}},{"id":"8e6e4139-6c02-49a3-893d-c1603b0f41a3","block_type":"box","text":"lender default that are favored by their prudential regulation.","page_number":52,"box":{"x":89,"y":237,"width":422,"height":12}},{"id":"40e589ac-3c08-4f22-a209-e9fd74969d36","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":52,"box":{"x":89,"y":263,"width":876,"height":12}},{"id":"72875806-9d64-4641-bb4c-0977556ee608","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":52,"box":{"x":89,"y":278,"width":853,"height":13}},{"id":"98c88701-ba61-466c-a300-bc0f2323163d","block_type":"box","text":"(","page_number":52,"box":{"x":89,"y":293,"width":4,"height":13}},{"id":"05bb7718-1066-4f8a-95b3-d6b0bdaf2626","block_type":"box","text":"i.e","page_number":52,"box":{"x":94,"y":294,"width":15,"height":9}},{"id":"f635a82f-8ce9-4776-b9ea-f7b6244c03f1","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":52,"box":{"x":110,"y":293,"width":825,"height":13}},{"id":"c770d3d9-3821-4627-9412-c956db01f7f5","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":52,"box":{"x":89,"y":308,"width":799,"height":13}},{"id":"c5056980-9c9c-4c59-b23b-2ff13374c0a2","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":52,"box":{"x":89,"y":324,"width":860,"height":12}},{"id":"7d77e954-c1c0-40eb-8632-a22734cb4b81","block_type":"box","text":"provide equal lending opportunities for all portfolios, independent of whether BlackRock indemnifies the portfolio. Equal","page_number":52,"box":{"x":89,"y":339,"width":838,"height":12}},{"id":"1c340677-8be9-4d25-8b94-95016ece33d1","block_type":"box","text":"opportunities for lending portfolios does not guarantee equal outcomes. Specifically, short and long-term outcomes for","page_number":52,"box":{"x":89,"y":354,"width":836,"height":12}},{"id":"4c8c91fd-fc3b-4623-8bff-be0143b871f5","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":52,"box":{"x":89,"y":369,"width":858,"height":12}},{"id":"054b517b-4765-46ee-b56e-b7aa7215f047","block_type":"box","text":"the firm.","page_number":52,"box":{"x":88,"y":384,"width":59,"height":10}},{"id":"631d00f4-a0a0-49d7-914b-f737c026b98c","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":52,"box":{"x":89,"y":410,"width":875,"height":13}},{"id":"2746cbee-0418-4f65-a812-2b4d0dc1be3f","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":52,"box":{"x":89,"y":426,"width":848,"height":12}},{"id":"5ff27cdc-3156-4c2f-ab5a-0e47aae30c11","block_type":"box","text":"research payment arrangements. BlackRock, however, is not required to bunch or aggregate orders if portfolio management","page_number":52,"box":{"x":89,"y":441,"width":868,"height":12}},{"id":"084050f0-9324-4d5e-92be-5eb2f1f00bb0","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":52,"box":{"x":89,"y":456,"width":864,"height":12}},{"id":"e38db152-91dd-4a66-a169-501591851bc7","block_type":"box","text":"required, or in cases involving client direction.","page_number":52,"box":{"x":89,"y":471,"width":318,"height":12}},{"id":"3f58ad87-fb29-48e6-8187-f387907b1bd9","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":52,"box":{"x":89,"y":497,"width":873,"height":13}},{"id":"1afab80d-78f8-4faf-aed7-17a92dbb9fa2","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":52,"box":{"x":89,"y":513,"width":818,"height":12}},{"id":"bac8f1c1-52d5-4371-b6db-574d04731daf","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":52,"box":{"x":89,"y":528,"width":860,"height":12}},{"id":"8f59c46b-b5e7-464c-bba6-2a57ad1c4c9e","block_type":"box","text":"the Funds. In addition, under certain circumstances, the Funds will not be charged the same commission or commission","page_number":52,"box":{"x":88,"y":543,"width":844,"height":12}},{"id":"4e891fb4-38e2-48ff-9928-5e76fb5a8ab6","block_type":"box","text":"equivalent rates in connection with a bunched or aggregated order.","page_number":52,"box":{"x":89,"y":558,"width":470,"height":12}},{"id":"b9f47bc3-4ebf-4b67-bbe8-3e130a5e75f5","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":52,"box":{"x":89,"y":584,"width":847,"height":13}},{"id":"df3257b6-15ad-42ff-9014-ad31b64acff5","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":52,"box":{"x":89,"y":599,"width":864,"height":13}},{"id":"872d9cb5-fe08-4562-a31f-bad845980576","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":52,"box":{"x":89,"y":615,"width":856,"height":12}},{"id":"e01c7538-7517-4cc9-bc52-b6f9b726dc13","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":52,"box":{"x":88,"y":630,"width":844,"height":12}},{"id":"097d6e9c-4ffa-4b85-8c10-b1e0b9a6ac8f","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":52,"box":{"x":89,"y":645,"width":814,"height":12}},{"id":"b6bd9b7d-448c-4751-a717-da13821ce702","block_type":"box","text":"BlackRock.","page_number":52,"box":{"x":89,"y":660,"width":74,"height":10}},{"id":"11e05f62-4a42-4c2b-8f93-6d3b0ccb996b","block_type":"box","text":"Subject to applicable law, BlackRock may select brokers that furnish BlackRock, the Funds, other BlackRock client accounts or","page_number":52,"box":{"x":88,"y":686,"width":879,"height":13}},{"id":"2ce66833-b567-4003-9ad9-5eb81416f06b","block_type":"box","text":"personnel, directly or through correspondent relationships, with research or other appropriate services which provide, in","page_number":52,"box":{"x":89,"y":702,"width":841,"height":12}},{"id":"4bc5e497-5ae1-45b0-9b79-3d484385cc3f","block_type":"box","text":"BlackRock’s view, appropriate assistance to BlackRock in the investment decision-making process (including with respect to","page_number":52,"box":{"x":89,"y":717,"width":868,"height":12}},{"id":"d4886da4-b66d-47a7-ae9c-590b2cdad92e","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":52,"box":{"x":88,"y":732,"width":868,"height":12}},{"id":"2005098a-5482-45df-88b7-c7a488bc333e","block_type":"box","text":"law, research reports on companies, industries and securities; economic and financial data; financial publications; proxy","page_number":52,"box":{"x":89,"y":747,"width":836,"height":12}},{"id":"678efa53-414c-42ca-a00d-a76434a7bb43","block_type":"box","text":"analysis; trade industry seminars; computer data bases; research-oriented software and other services and products.","page_number":52,"box":{"x":89,"y":762,"width":815,"height":12}},{"id":"f80a93e2-9b35-4f2a-b8fe-5469994945fb","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":52,"box":{"x":89,"y":788,"width":840,"height":13}},{"id":"8bd55d21-901a-4a13-8337-e8eade381960","block_type":"box","text":"client accounts, including in connection with BlackRock client accounts other than those that pay commissions to the broker","page_number":52,"box":{"x":89,"y":804,"width":875,"height":12}},{"id":"344e926b-6c3a-4524-b323-da92e62d7c0a","block_type":"box","text":"relating to the research or other service arrangements. Such products and services may disproportionately benefit other","page_number":52,"box":{"x":89,"y":819,"width":839,"height":12}},{"id":"6dbfcfde-c0e7-4965-b3ab-45ee3002bad4","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":52,"box":{"x":89,"y":834,"width":869,"height":12}},{"id":"53af21a5-8971-4fac-a85f-0ce137402a19","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":52,"box":{"x":89,"y":849,"width":863,"height":12}},{"id":"781481b5-7655-487b-a565-0bce0e149f8f","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":52,"box":{"x":89,"y":864,"width":841,"height":12}},{"id":"a34fee73-265f-4758-87c3-d6f01dff424f","block_type":"box","text":"43","page_number":52,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"8c1ca68f-96e5-47af-aaab-b39d7fdbffaf","block_type":"box","text":"including disproportionate benefits, of economies of scale or price discounts in connection with products and services that","page_number":53,"box":{"x":89,"y":44,"width":861,"height":12}},{"id":"63985822-da95-45ed-802c-c947c33bea5b","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":53,"box":{"x":89,"y":59,"width":867,"height":12}},{"id":"05e1fa20-4e81-4eab-9ef8-748f21a698d0","block_type":"box","text":"will not have to pay for those products and services itself.","page_number":53,"box":{"x":88,"y":74,"width":400,"height":12}},{"id":"60e864a3-56a0-460a-8ab0-61f60fe78af4","block_type":"box","text":"BlackRock, unless prohibited by applicable law, may endeavor to execute trades through brokers who, pursuant to such","page_number":53,"box":{"x":89,"y":101,"width":833,"height":12}},{"id":"74250366-69b9-4bbb-bcce-95463f2ad9f5","block_type":"box","text":"arrangements, provide research or other services in order to ensure the continued receipt of research or other services","page_number":53,"box":{"x":89,"y":116,"width":827,"height":12}},{"id":"6a6d7389-bded-4300-942c-3a4bfd7c2935","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":53,"box":{"x":89,"y":131,"width":845,"height":12}},{"id":"c747823e-925e-4aa2-af49-0c857443b642","block_type":"box","text":"engage in the above described arrangements to varying degrees. BlackRock, unless prohibited by applicable law, may also","page_number":53,"box":{"x":89,"y":146,"width":850,"height":12}},{"id":"f12d8517-88e9-48ab-bf8e-3fd28d1dbc52","block_type":"box","text":"enter into commission sharing arrangements under which BlackRock may execute transactions through a broker-dealer and","page_number":53,"box":{"x":89,"y":161,"width":870,"height":12}},{"id":"fd995ebd-4007-4ec4-9968-5f5ab082b9ae","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":53,"box":{"x":89,"y":176,"width":845,"height":13}},{"id":"be6d021e-01c6-4fb4-abcd-a0a3630bf315","block_type":"box","text":"research to BlackRock. To the extent that BlackRock engages in commission sharing arrangements, many of the same","page_number":53,"box":{"x":89,"y":191,"width":825,"height":13}},{"id":"dccfe63b-84e2-404f-b495-640ea717c244","block_type":"box","text":"conflicts related to traditional soft dollars may exist.","page_number":53,"box":{"x":89,"y":206,"width":361,"height":13}},{"id":"2593706e-b11b-4ac4-80cb-475867890bc7","block_type":"box","text":"BlackRock may utilize certain electronic crossing networks (“ECNs”) (including, without limitation, ECNs in which BlackRock","page_number":53,"box":{"x":89,"y":233,"width":869,"height":12}},{"id":"6aceb391-0c38-4102-8399-100b025ea094","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":53,"box":{"x":89,"y":248,"width":862,"height":12}},{"id":"cb929a9e-f985-4f56-9401-b1e05650cae2","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":53,"box":{"x":89,"y":263,"width":845,"height":12}},{"id":"0191a7f9-4db2-4208-8dff-b059009a505c","block_type":"box","text":"transaction fees, which are similar to commissions or markups/markdowns, will generally be charged to clients and, like","page_number":53,"box":{"x":88,"y":278,"width":843,"height":13}},{"id":"fa476388-b087-4dc3-bd7d-815c1dd0966e","block_type":"box","text":"commissions and markups/markdowns, would generally be included in the cost of the securities purchased. Access fees","page_number":53,"box":{"x":89,"y":293,"width":845,"height":13}},{"id":"c1940a3d-ed7c-48f9-acc2-5b59417cbfd1","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":53,"box":{"x":89,"y":308,"width":872,"height":13}},{"id":"2150e665-d189-48fa-948a-73ca1166473a","block_type":"box","text":"Funds. In certain circumstances, ECNs may offer volume discounts that will reduce the access fees typically paid by","page_number":53,"box":{"x":89,"y":324,"width":805,"height":12}},{"id":"d190b7b2-adb6-40da-b044-8824f47e77f0","block_type":"box","text":"BlackRock. BlackRock will only utilize ECNs consistent with its obligation to seek to obtain best execution in client","page_number":53,"box":{"x":89,"y":339,"width":793,"height":12}},{"id":"576eead4-8ca0-4748-996d-45aea1544bd6","block_type":"box","text":"transactions.","page_number":53,"box":{"x":88,"y":355,"width":90,"height":9}},{"id":"4fba57a4-33cc-44d8-9107-86a7b08c2690","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":53,"box":{"x":89,"y":380,"width":821,"height":13}},{"id":"609d52a9-db49-43e3-9b04-c1d5b3437411","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":53,"box":{"x":89,"y":395,"width":859,"height":13}},{"id":"c03ad716-9e13-491d-a9d1-9f6d8310e5cb","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":53,"box":{"x":88,"y":410,"width":870,"height":13}},{"id":"36fb3da7-ad9a-4ff1-968a-da6f2a72699b","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":53,"box":{"x":89,"y":426,"width":810,"height":12}},{"id":"96e0f6f2-3d43-4c77-b95d-f569b4bf7c99","block_type":"box","text":"BlackRock has adopted policies and procedures designed to prevent conflicts of interest from influencing proxy voting","page_number":53,"box":{"x":89,"y":452,"width":826,"height":12}},{"id":"9142bf3c-4196-451e-8e3a-39e26802f299","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":53,"box":{"x":89,"y":467,"width":872,"height":13}},{"id":"45a70d3d-4140-41a9-9f30-4ccdfb7354be","block_type":"box","text":"accordance with BlackRock’s fiduciary obligations to its clients. Nevertheless, notwithstanding such proxy voting policies and","page_number":53,"box":{"x":89,"y":482,"width":876,"height":13}},{"id":"4fcaa991-200f-43d4-8140-07035901c639","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":53,"box":{"x":89,"y":497,"width":824,"height":13}},{"id":"76217bfa-0b34-481a-8528-75972c4c8eef","block_type":"box","text":"businesses of other divisions or units of BlackRock, provided that BlackRock believes such voting decisions to be in","page_number":53,"box":{"x":89,"y":513,"width":801,"height":12}},{"id":"31318cd8-3367-4447-89e3-ec22780abc4c","block_type":"box","text":"accordance with its fiduciary obligations. For a more detailed discussion of these policies and procedures, see “Proxy Voting","page_number":53,"box":{"x":89,"y":528,"width":865,"height":12}},{"id":"ca45e0ad-a7a3-449c-98da-656addca00bd","block_type":"box","text":"Policies.”","page_number":53,"box":{"x":89,"y":543,"width":61,"height":10}},{"id":"f5537b4d-e561-44af-890d-fa8494f0df29","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":53,"box":{"x":89,"y":569,"width":819,"height":13}},{"id":"d4538902-bfea-41b9-b5cb-824bb7432402","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":53,"box":{"x":89,"y":584,"width":875,"height":13}},{"id":"b47af180-f171-453c-8646-21a493fcfbe4","block_type":"box","text":"assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce","page_number":53,"box":{"x":89,"y":599,"width":860,"height":13}},{"id":"cbc089bc-89ea-4e8b-949e-6b6338d92dc5","block_type":"box","text":"the Fund’s expense ratio.","page_number":53,"box":{"x":88,"y":615,"width":174,"height":12}},{"id":"4b26ff7f-37d1-4734-8c98-73cb05625c45","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":53,"box":{"x":89,"y":641,"width":855,"height":12}},{"id":"8e19bd9a-2046-4c53-961d-6343e0b4ee54","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":53,"box":{"x":88,"y":656,"width":840,"height":13}},{"id":"5685edac-86f7-4c08-87a1-9e8940d1ef40","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":53,"box":{"x":89,"y":671,"width":855,"height":13}},{"id":"325db2ee-d5a8-4c12-b693-7ae65d400e36","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":53,"box":{"x":89,"y":686,"width":822,"height":13}},{"id":"7a9645c1-00d8-4eb0-8238-c38e6e51f071","block_type":"box","text":"liquidity, investment flexibility, portfolio diversification, expense ratio or ability to comply with the listing requirements for the","page_number":53,"box":{"x":89,"y":702,"width":872,"height":12}},{"id":"1f3a2f75-329c-4303-b6ed-b4a0f7621037","block_type":"box","text":"Fund.","page_number":53,"box":{"x":89,"y":717,"width":38,"height":9}},{"id":"eff9b69c-e6c1-493a-9de5-ce772ae46003","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":53,"box":{"x":89,"y":743,"width":828,"height":12}},{"id":"009c3afb-f008-4847-ba5f-c1d0ac717f4c","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":53,"box":{"x":89,"y":758,"width":857,"height":13}},{"id":"d8c779b5-fb7f-47e9-a2af-930c30d31221","block_type":"box","text":"entities for which BlackRock provides and is compensated for cash management services relating to the proceeds from the","page_number":53,"box":{"x":89,"y":773,"width":860,"height":13}},{"id":"30af5821-8346-418a-90b6-7400cd98c208","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":53,"box":{"x":89,"y":788,"width":869,"height":13}},{"id":"6e2686bc-343e-4f23-883f-a095e00f3249","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":53,"box":{"x":89,"y":804,"width":839,"height":12}},{"id":"32d64ae3-9b53-4f8c-89dc-111ac25cfc9a","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":53,"box":{"x":89,"y":819,"width":859,"height":12}},{"id":"260476b5-5888-4680-9d9b-3b31c19fb593","block_type":"box","text":"engage in transactions with companies in which BlackRock-advised funds or other clients of BlackRock have an investment.","page_number":53,"box":{"x":89,"y":834,"width":866,"height":12}},{"id":"c24b22bf-dc54-4cfe-8be9-185d674b3466","block_type":"box","text":"44","page_number":53,"box":{"x":519,"y":894,"width":17,"height":9}},{"id":"316458e3-53ba-4f8e-bf2b-66e853f47173","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":54,"box":{"x":89,"y":44,"width":856,"height":12}},{"id":"f02689bb-94f6-46b3-b607-0fa83e00c4c9","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":54,"box":{"x":89,"y":59,"width":850,"height":12}},{"id":"a2ecb06b-8a33-48d7-80bb-ff4431930d45","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":54,"box":{"x":89,"y":74,"width":863,"height":12}},{"id":"463f2e86-6bc1-4715-9784-c280508c58d6","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":54,"box":{"x":89,"y":89,"width":860,"height":13}},{"id":"e007a85b-aeae-4063-abad-a2efa7562c94","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":54,"box":{"x":88,"y":104,"width":849,"height":13}},{"id":"0d2f67dd-d820-46ed-ae79-c196536b498b","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":54,"box":{"x":89,"y":119,"width":871,"height":13}},{"id":"93e99f99-48fc-47f5-942e-e9f6d67b791d","block_type":"box","text":"products or services, and the remuneration and profitability to BlackRock and such personnel resulting from transactions on","page_number":54,"box":{"x":89,"y":135,"width":868,"height":12}},{"id":"c36e26ab-f37d-4f94-bec0-a1d7148e1e0d","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":54,"box":{"x":89,"y":150,"width":865,"height":12}},{"id":"26af8e00-3d2f-497f-bb10-680ee39ddd05","block_type":"box","text":"products.","page_number":54,"box":{"x":89,"y":165,"width":65,"height":12}},{"id":"5afd619a-08a7-41e4-9c1a-86d5c6357db4","block_type":"box","text":"Third parties, including service providers to BlackRock or the Fund, may sponsor events (including, but not limited to,","page_number":54,"box":{"x":88,"y":191,"width":820,"height":13}},{"id":"8cc4cdd2-444c-43b5-b33d-613ea33acec0","block_type":"box","text":"marketing and promotional activities and presentations, educational training programs and conferences) for registered","page_number":54,"box":{"x":89,"y":206,"width":832,"height":13}},{"id":"4140460e-dadf-4884-ae31-1ccf2bdb8a76","block_type":"box","text":"representatives, other professionals and individual investors. There is a potential conflict of interest as such sponsorships","page_number":54,"box":{"x":89,"y":222,"width":845,"height":12}},{"id":"2ebb2f94-ebc9-46c0-a860-e672706d0f9e","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":54,"box":{"x":89,"y":237,"width":876,"height":12}},{"id":"a99c18b5-da24-4edd-876d-12b4542b0cc1","block_type":"box","text":"provide services to the Fund.","page_number":54,"box":{"x":89,"y":252,"width":200,"height":12}},{"id":"2d9ec329-a42b-4726-9564-eb9d5ed15719","block_type":"box","text":"BlackRock may provide valuation assistance to certain clients with respect to certain securities or other investments and the","page_number":54,"box":{"x":89,"y":278,"width":867,"height":13}},{"id":"80f27dce-469c-49a5-8f35-2b97fdbbd2fe","block_type":"box","text":"valuation recommendations made for such clients’ accounts may differ from the valuations for the same securities or","page_number":54,"box":{"x":88,"y":293,"width":821,"height":13}},{"id":"4d12dbc8-59a3-4d3d-b372-983c3da86d54","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":54,"box":{"x":89,"y":308,"width":855,"height":13}},{"id":"c0d1470d-222a-4b1c-966f-f653d26e089d","block_type":"box","text":"data sources unavailable to the Fund’s pricing vendors. While BlackRock will generally communicate its valuation information","page_number":54,"box":{"x":89,"y":324,"width":877,"height":12}},{"id":"22612022-6646-479b-9cec-8de213cc8a21","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":54,"box":{"x":89,"y":339,"width":848,"height":12}},{"id":"8179b4b0-3ad5-4bf2-8e2a-e2c3b78acc83","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":54,"box":{"x":88,"y":354,"width":821,"height":12}},{"id":"5e452701-4649-4a87-bd13-7d7f99d4f935","block_type":"box","text":"security or investment determined or recommended by BlackRock.","page_number":54,"box":{"x":89,"y":369,"width":466,"height":12}},{"id":"09b3191b-f04b-4082-b8c5-31483f894df6","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":54,"box":{"x":88,"y":395,"width":817,"height":13}},{"id":"9c34ad3d-6c4c-4fc1-81b5-18e968227e00","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":54,"box":{"x":89,"y":410,"width":869,"height":13}},{"id":"6e2cb14b-856f-4b9d-a190-05dd195f8830","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":54,"box":{"x":89,"y":426,"width":851,"height":12}},{"id":"9fe73620-9c83-410c-8da6-37a9cf25098d","block_type":"box","text":"through BlackRock’s Rule 2a-5 Committee (the “2a-5 Committee”), with assistance from other BlackRock pricing committees","page_number":54,"box":{"x":88,"y":441,"width":879,"height":12}},{"id":"c86f4dca-f567-4e14-9053-2fce32586e1c","block_type":"box","text":"and in accordance with BlackRock’s policies and procedures (the “Valuation Procedures”). When determining a “fair value","page_number":54,"box":{"x":89,"y":456,"width":853,"height":12}},{"id":"42c600f5-fc44-43ae-977b-6a3e2f7f9cbe","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":54,"box":{"x":89,"y":471,"width":877,"height":12}},{"id":"f5325600-c644-4d46-9e51-e5984e67119d","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":54,"box":{"x":89,"y":486,"width":844,"height":12}},{"id":"c1396a6c-cd65-4203-8464-2eb6a0c9b81f","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":54,"box":{"x":89,"y":501,"width":863,"height":13}},{"id":"9ca29e5d-1370-492a-b041-c3c4841d3450","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":54,"box":{"x":88,"y":516,"width":835,"height":13}},{"id":"99f2636b-a6a2-4be1-bcb6-b79593907e9b","block_type":"box","text":"determination, and may be based on analytical values determined by BlackRock using proprietary or third party valuation","page_number":54,"box":{"x":89,"y":531,"width":845,"height":13}},{"id":"7e7a6eb2-3bb9-4e44-8159-cbaed79b3622","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":54,"box":{"x":89,"y":547,"width":876,"height":12}},{"id":"7a034be3-5755-4ced-8137-a5ea6cbb6410","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":54,"box":{"x":89,"y":562,"width":842,"height":12}},{"id":"d259c3bc-7158-48dd-b54a-44323771b72c","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":54,"box":{"x":89,"y":577,"width":864,"height":12}},{"id":"751cc01f-8fa9-49eb-bbfa-ab3c1ded4ea9","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":54,"box":{"x":89,"y":592,"width":873,"height":12}},{"id":"5b0ec698-d1c1-4d8e-8ac3-158235b945a6","block_type":"box","text":"diluting or increasing the economic interest of existing shareholders and may affect the amount of revenue received by","page_number":54,"box":{"x":89,"y":607,"width":832,"height":12}},{"id":"b984ebff-96af-4065-ba5b-0ee8a8a50a3d","block_type":"box","text":"BlackRock with respect to services for which it receives an asset-based fee.","page_number":54,"box":{"x":89,"y":622,"width":522,"height":12}},{"id":"238950f8-f4f5-4ed7-89ef-7afaca72a191","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":54,"box":{"x":88,"y":649,"width":847,"height":12}},{"id":"a8c77f0a-6afa-4af5-a9b8-18d66514aa90","block_type":"box","text":"market fund or similarly-managed private fund advised or managed by BlackRock. In connection with any such investments,","page_number":54,"box":{"x":89,"y":664,"width":870,"height":12}},{"id":"e5310bda-880b-4ad8-8b55-8008afe29774","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":54,"box":{"x":89,"y":679,"width":857,"height":12}},{"id":"c1d690b7-9b7b-4c04-b7b5-1bc2aae7b765","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":54,"box":{"x":89,"y":694,"width":831,"height":12}},{"id":"28c5954e-ef3d-439c-b511-9c56e4b753ec","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":54,"box":{"x":89,"y":720,"width":866,"height":13}},{"id":"96f8e857-d7c3-41a9-8067-4adef493818c","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":54,"box":{"x":89,"y":736,"width":865,"height":12}},{"id":"6823c875-7ad4-4494-8b42-96dffdba3bcc","block_type":"box","text":"investment strategies or constraints, positions may be taken by directors, officers and employees of BlackRock that are the","page_number":54,"box":{"x":89,"y":751,"width":855,"height":12}},{"id":"c0bbbc81-c90f-49e7-8e53-40b3f82daae7","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":54,"box":{"x":89,"y":766,"width":872,"height":12}},{"id":"1b7cfaf1-bb96-4e76-b0a9-e103d5409980","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":54,"box":{"x":89,"y":781,"width":867,"height":12}},{"id":"5ec1985d-a238-4bf4-92d3-83ac58b0a5cc","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":54,"box":{"x":88,"y":796,"width":847,"height":12}},{"id":"088ec1d3-3989-4d59-8f20-e21626d322f9","block_type":"box","text":"professionals and others who normally come into possession of information regarding the Fund’s portfolio transactions.","page_number":54,"box":{"x":89,"y":811,"width":841,"height":12}},{"id":"36de11dd-f079-445a-b232-35986bef9336","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":54,"box":{"x":89,"y":826,"width":851,"height":13}},{"id":"a0956a95-e3f9-4e9c-9bc3-b5714f5d83a1","block_type":"box","text":"may be obtained, after paying a duplicating fee, by e-mail at publicinfo@sec.gov.","page_number":54,"box":{"x":89,"y":841,"width":562,"height":13}},{"id":"ca9878c2-15aa-429f-a64e-9f69fde6422c","block_type":"box","text":"45","page_number":54,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"f04c5bba-7005-4438-b725-8efbd1918464","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":55,"box":{"x":89,"y":44,"width":861,"height":12}},{"id":"7ffa1007-9874-4d10-992d-7de924e53474","block_type":"box","text":"Fund may in accordance with rules or guidance adopted under the Investment Company Act engage in transactions with","page_number":55,"box":{"x":89,"y":59,"width":847,"height":12}},{"id":"358064a6-4cf7-44bd-9056-6c34eeff49aa","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":55,"box":{"x":89,"y":74,"width":877,"height":11}},{"id":"15ce1f65-9101-4f1d-98f9-ba7fb1dcd29f","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":55,"box":{"x":89,"y":89,"width":852,"height":13}},{"id":"56819bee-f518-4ade-8fa9-ec67224aeb60","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":55,"box":{"x":89,"y":104,"width":855,"height":13}},{"id":"1924164e-5e70-42cb-a921-e6129bf8a461","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":55,"box":{"x":89,"y":119,"width":846,"height":13}},{"id":"402bc959-85d2-402b-b857-5f88990eb84e","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":55,"box":{"x":89,"y":135,"width":839,"height":12}},{"id":"e96217f9-a6c2-4be1-a808-7973217d8000","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":55,"box":{"x":89,"y":150,"width":870,"height":12}},{"id":"524617e5-bdbc-4371-8528-8d4465296300","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":55,"box":{"x":89,"y":165,"width":876,"height":12}},{"id":"eff5078c-0b44-4f44-8041-1b994c7c14ca","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":55,"box":{"x":88,"y":180,"width":864,"height":12}},{"id":"d017acbc-fa3c-4218-9da7-8a56c176081d","block_type":"box","text":"certain securities or instruments issued by or related to companies for which BlackRock is performing advisory or other","page_number":55,"box":{"x":89,"y":195,"width":834,"height":12}},{"id":"527bc33c-2d21-4719-849f-76c0565f849f","block_type":"box","text":"services or has proprietary positions. For example, when BlackRock is engaged to provide advisory or risk management","page_number":55,"box":{"x":89,"y":210,"width":834,"height":13}},{"id":"3b62c0f9-fc88-45d9-88e3-c55b1d3c9da8","block_type":"box","text":"services for a company, BlackRock may be prohibited from or limited in purchasing or selling securities of that company on","page_number":55,"box":{"x":89,"y":225,"width":859,"height":13}},{"id":"d6f918fc-2c85-4c99-8df9-23042a0fb66a","block_type":"box","text":"behalf of a Fund, particularly where such services result in BlackRock obtaining material non-public information about the","page_number":55,"box":{"x":89,"y":240,"width":853,"height":13}},{"id":"4e1e7f90-b30b-42e1-bd92-de96a0e34638","block_type":"box","text":"company (","page_number":55,"box":{"x":89,"y":256,"width":73,"height":12}},{"id":"8e32f086-ea8c-4c43-8afc-51fb32915f2b","block_type":"box","text":"e.g","page_number":55,"box":{"x":164,"y":259,"width":20,"height":9}},{"id":"b56554be-af3f-47a7-abeb-04f2b00430c3","block_type":"box","text":"., in connection with participation in a creditors’ committee). Similar situations could arise if personnel of","page_number":55,"box":{"x":185,"y":256,"width":735,"height":12}},{"id":"b4e57d31-538c-4114-8ca4-43b8df8f159c","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":55,"box":{"x":89,"y":271,"width":860,"height":12}},{"id":"716b6ae7-8ca1-4a32-804e-444b7e5cd564","block_type":"box","text":"by applicable law, and where consistent with BlackRock’s policies and procedures (including the necessary implementation","page_number":55,"box":{"x":89,"y":286,"width":860,"height":12}},{"id":"0c70697c-1e91-466f-8c52-866a84ca40e4","block_type":"box","text":"of appropriate information barriers), the Funds may purchase securities or instruments that are issued by such companies,","page_number":55,"box":{"x":89,"y":301,"width":857,"height":12}},{"id":"5d285f81-0590-4942-b323-1fa05f771c8c","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":55,"box":{"x":89,"y":316,"width":863,"height":12}},{"id":"fc71e200-5c7d-4cef-b34b-06c80c349b17","block_type":"box","text":"or officers of the issuer.","page_number":55,"box":{"x":89,"y":331,"width":161,"height":10}},{"id":"c38a041a-06c6-4cc6-9869-84799005f156","block_type":"box","text":"BlackRock has adopted and implemented policies and procedures that are designed to address potential conflicts that arise","page_number":55,"box":{"x":89,"y":358,"width":863,"height":12}},{"id":"fe6b2616-fe42-404b-bcf5-66976778bf83","block_type":"box","text":"in connection with the advisory services BlackRock provides to Funds and other clients. Certain BlackRock advisory personnel","page_number":55,"box":{"x":89,"y":373,"width":878,"height":12}},{"id":"6c79eba7-8268-41d3-be06-300ec3e9e509","block_type":"box","text":"may take views, and make decisions or recommendations, that are different than or opposite those of other BlackRock","page_number":55,"box":{"x":89,"y":388,"width":829,"height":12}},{"id":"b9dfa745-3cfa-4490-8abd-92a6fb1bd66e","block_type":"box","text":"advisory personnel. Certain portfolio management teams within BlackRock may make decisions or take (or refrain from","page_number":55,"box":{"x":89,"y":403,"width":834,"height":12}},{"id":"08a94afa-633b-4074-a26d-0e9104f3806d","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":55,"box":{"x":88,"y":418,"width":870,"height":12}},{"id":"9963e1f0-3ca9-4f71-a29f-5530c406bc58","block_type":"box","text":"taken (or not taken) by the Funds’ portfolio management teams. The various portfolio management teams may not share","page_number":55,"box":{"x":88,"y":433,"width":852,"height":13}},{"id":"b6ceffab-5e58-48dc-bfe6-0fcb570d5474","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":55,"box":{"x":89,"y":448,"width":843,"height":13}},{"id":"6bd46ccf-eb32-47ab-9c64-082d8245c3cf","block_type":"box","text":"obligation or other duty to do so.","page_number":55,"box":{"x":89,"y":463,"width":230,"height":13}},{"id":"1327fb20-ddfb-4ab5-9a36-efb4281915de","block_type":"box","text":"BlackRock has established certain information barriers and other policies to address the sharing of information between","page_number":55,"box":{"x":89,"y":490,"width":838,"height":12}},{"id":"d00372ee-6f27-425d-94ea-e7f11ca3e41e","block_type":"box","text":"different businesses within BlackRock, including, effective on or about January 21, 2025, with respect to personnel responsible","page_number":55,"box":{"x":89,"y":505,"width":879,"height":12}},{"id":"0e8c0eb6-01f1-4bfa-aeea-4f8eea66c268","block_type":"box","text":"with managing portfolios and voting proxies with respect to certain index equity portfolios versus those responsible for","page_number":55,"box":{"x":88,"y":520,"width":834,"height":12}},{"id":"b4e2aeb5-3e02-4e97-9ffc-9a0dc63909c8","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":55,"box":{"x":89,"y":535,"width":875,"height":13}},{"id":"e6ee6478-bb2e-4053-b89c-47e0f6146708","block_type":"box","text":"BlackRock generally will not have access, or will have limited access, to certain information and personnel, including senior","page_number":55,"box":{"x":89,"y":550,"width":859,"height":13}},{"id":"03cf3b3a-4078-46a0-8c11-204758e32e1d","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":55,"box":{"x":89,"y":565,"width":875,"height":13}},{"id":"ddc0ae70-fffa-4fee-971e-3e09dc747462","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":55,"box":{"x":89,"y":581,"width":841,"height":12}},{"id":"4c48eb41-0ddd-4127-b8ad-be3d235985ab","block_type":"box","text":"information held by certain areas of BlackRock.","page_number":55,"box":{"x":89,"y":596,"width":328,"height":12}},{"id":"9e44f6c2-d744-4285-baae-d0fc7f9cb8e5","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":55,"box":{"x":89,"y":622,"width":875,"height":12}},{"id":"e02ffda0-24a2-4e3b-901d-4d5c220f2cc0","block_type":"box","text":"the other side of the information barrier. In connection therewith, BlackRock personnel, businesses, and business units that","page_number":55,"box":{"x":88,"y":637,"width":862,"height":13}},{"id":"e47aff96-ac5f-4e32-abe2-53ba009672c7","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":55,"box":{"x":88,"y":652,"width":873,"height":13}},{"id":"af8d01f6-73d9-446f-be99-a8baab13b9f7","block_type":"box","text":"they were moved. Information obtained in connection with such changes to information barriers may limit or restrict the","page_number":55,"box":{"x":88,"y":668,"width":845,"height":12}},{"id":"8c104e30-7495-4698-ad63-f83bb6b60f76","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":55,"box":{"x":89,"y":683,"width":840,"height":12}},{"id":"85876108-987b-4fef-8280-74c5e5bd6e19","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":55,"box":{"x":89,"y":698,"width":845,"height":12}},{"id":"d067b2f6-372e-4d39-a39c-2e5af6b3ad2d","block_type":"box","text":"barrier). Information barriers may not have their intended impact due to, for example, changes in applicable law or","page_number":55,"box":{"x":89,"y":713,"width":800,"height":12}},{"id":"eada28ff-dea3-4b1e-80b2-2dd8e0e72d43","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":55,"box":{"x":89,"y":728,"width":856,"height":12}},{"id":"a54d47a6-425d-4e41-8ed4-09f0160807a7","block_type":"box","text":"personnel on the other side of a barrier.","page_number":55,"box":{"x":89,"y":743,"width":274,"height":12}},{"id":"cdb9f225-9fd8-4751-9365-516a853d8eb1","block_type":"box","text":"Although the information barriers are intended to allow for independent portfolio management decision making and proxy","page_number":55,"box":{"x":88,"y":770,"width":861,"height":12}},{"id":"404ec8a2-6532-4bfa-b125-49ca1f905b6b","block_type":"box","text":"voting among certain BlackRock businesses, the investment activities of BlackRock for BlackRock clients, as well as","page_number":55,"box":{"x":88,"y":785,"width":803,"height":12}},{"id":"963d0fbd-bda8-4832-be34-21166f489955","block_type":"box","text":"BlackRock’s proprietary accounts, may nonetheless limit the investment strategies and rights of other clients (including the","page_number":55,"box":{"x":89,"y":800,"width":862,"height":12}},{"id":"78e7d200-1fa0-427d-9e67-49f39f1ac353","block_type":"box","text":"Funds). As BlackRock’s assets under management increases, BlackRock clients may face greater negative impacts due to","page_number":55,"box":{"x":89,"y":815,"width":845,"height":12}},{"id":"e632cec9-8614-4cab-984a-d057d767e688","block_type":"box","text":"ownership restrictions and limitations imposed by laws, regulations, rules, regulators, or issuers. For example, in certain","page_number":55,"box":{"x":89,"y":830,"width":834,"height":12}},{"id":"74805475-6d5a-49aa-a0e8-14e99fdab9cc","block_type":"box","text":"circumstances where a BlackRock client invests in securities issued by companies that operate in certain industries (","page_number":55,"box":{"x":89,"y":845,"width":811,"height":12}},{"id":"e0a30dd3-bade-440e-8421-b05e1d0f0e5b","block_type":"box","text":"e.g","page_number":55,"box":{"x":901,"y":848,"width":21,"height":9}},{"id":"9ea66c2c-cad1-4fda-9e73-03e84b817c8b","block_type":"box","text":".,","page_number":55,"box":{"x":923,"y":853,"width":6,"height":3}},{"id":"97152b7a-0edd-4ee9-a93c-363fcb66fc40","block_type":"box","text":"banking, insurance, and utilities) or in certain emerging or international markets, or are subject to regulatory or corporate","page_number":55,"box":{"x":89,"y":860,"width":849,"height":13}},{"id":"b9b3ee05-74c6-4247-96cc-39fa7c453a2e","block_type":"box","text":"46","page_number":55,"box":{"x":519,"y":894,"width":17,"height":9}},{"id":"d68c8646-376c-4677-8def-0a3936418012","block_type":"box","text":"ownership restrictions (","page_number":56,"box":{"x":89,"y":44,"width":165,"height":12}},{"id":"6cb6e75c-9b3b-434f-a312-988e59cb0899","block_type":"box","text":"e.g","page_number":56,"box":{"x":255,"y":47,"width":20,"height":9}},{"id":"28a7ac81-a893-4714-8465-0a64f694d3a0","block_type":"box","text":"., with mechanisms such as poison pills in place to prevent takeovers), or where a BlackRock client","page_number":56,"box":{"x":276,"y":44,"width":688,"height":12}},{"id":"9695bd47-f756-4b3a-9717-0397ef77f2f6","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":56,"box":{"x":89,"y":59,"width":857,"height":12}},{"id":"ed6e9b8e-dff3-48ee-aca9-65204ea6fd85","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":56,"box":{"x":89,"y":74,"width":815,"height":12}},{"id":"c1c9af39-5958-482d-a53d-6103fc8a8ce6","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":56,"box":{"x":89,"y":89,"width":864,"height":13}},{"id":"97b2a205-917b-4411-b4b3-038ddaecbb4e","block_type":"box","text":"subject to enforcement actions, disgorgement of share ownership or profits, regulatory restrictions, complex compliance","page_number":56,"box":{"x":89,"y":104,"width":846,"height":13}},{"id":"293da009-de16-4dcc-ab16-24c08ab17fdb","block_type":"box","text":"reporting, increased compliance costs or suffer disadvantages or business restrictions. In light of certain restrictions,","page_number":56,"box":{"x":89,"y":119,"width":813,"height":13}},{"id":"88911482-6090-47e1-b280-20234ced5225","block_type":"box","text":"BlackRock may also seek to make indirect investments (","page_number":56,"box":{"x":89,"y":135,"width":390,"height":12}},{"id":"f45ae106-e7a6-4078-b96d-d44521e25032","block_type":"box","text":"e.g","page_number":56,"box":{"x":480,"y":138,"width":20,"height":9}},{"id":"32fe97f9-a9a3-432c-b595-476df8b4bf42","block_type":"box","text":"., using derivatives) on behalf of its clients to receive exposure to","page_number":56,"box":{"x":501,"y":135,"width":451,"height":12}},{"id":"f1eff528-ce38-44e8-a4c5-bff8549afb8b","block_type":"box","text":"certain securities in excess of the applicable ownership restrictions and limitations when legally permitted that will expose","page_number":56,"box":{"x":89,"y":150,"width":854,"height":12}},{"id":"1547c93e-068e-43d7-860f-69acc59dec73","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":56,"box":{"x":89,"y":165,"width":874,"height":12}},{"id":"20a820e3-4856-4272-9210-4d39fff924fe","block_type":"box","text":"limited availability of derivatives that provide indirect exposure to an impacted security. In addition, BlackRock clients can be","page_number":56,"box":{"x":89,"y":180,"width":866,"height":12}},{"id":"f0307f35-c295-4e99-87bd-e64e14598553","block_type":"box","text":"subject to more than one ownership limitation depending on each client’s holdings, and each ownership limitation can","page_number":56,"box":{"x":89,"y":195,"width":831,"height":12}},{"id":"89a7cb19-23b3-473f-bc5f-bc27a437d311","block_type":"box","text":"impact multiple securities held by the client. Certain clients or shareholders may have their own overlapping obligations to","page_number":56,"box":{"x":89,"y":210,"width":854,"height":13}},{"id":"3f0adc84-8001-4d0a-89ee-dc9c2741ad06","block_type":"box","text":"monitor their compliance with ownership limitations across their investments.","page_number":56,"box":{"x":89,"y":225,"width":547,"height":13}},{"id":"36f67564-e203-4cc4-983c-e39107273c8c","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":56,"box":{"x":89,"y":252,"width":859,"height":12}},{"id":"c378b43b-9b2a-4c3a-965a-7dc7a8f4b326","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":56,"box":{"x":89,"y":267,"width":878,"height":12}},{"id":"fcf450ce-cafb-4443-87f7-4dd0647540b4","block_type":"box","text":"exercise rights (including voting) or undertake business transactions, may be restricted by law, regulation, rule, or","page_number":56,"box":{"x":89,"y":282,"width":793,"height":12}},{"id":"e7aad909-f885-4f2e-9997-a8544f23592c","block_type":"box","text":"organizational documents or otherwise impaired. For example, to meet the requirements of an ownership limitation or","page_number":56,"box":{"x":89,"y":297,"width":828,"height":12}},{"id":"cfaf02ed-63e2-4394-a386-bcfe25f1c812","block_type":"box","text":"restriction, a client may be unable to purchase or directly hold a security the client would otherwise purchase or hold. The","page_number":56,"box":{"x":89,"y":312,"width":852,"height":13}},{"id":"9e74d7d1-d8f2-49a1-a709-633a2b306ee5","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":56,"box":{"x":89,"y":327,"width":877,"height":13}},{"id":"48b69272-e55c-4f60-9f84-f700c4885a96","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":56,"box":{"x":89,"y":342,"width":810,"height":13}},{"id":"2350b2c2-8dfd-4477-ad40-ff0d846c41ad","block_type":"box","text":"ownership limitation or restriction because the fund cannot acquire the amount of the impacted security included in its","page_number":56,"box":{"x":89,"y":358,"width":835,"height":12}},{"id":"bd187c2c-dd52-4002-b4db-d644232c6251","block_type":"box","text":"index. BlackRock on behalf of its clients may limit purchases, sell existing investments, utilize indirect investments, utilize","page_number":56,"box":{"x":89,"y":373,"width":841,"height":12}},{"id":"5f9248cb-7549-4e4c-9e8d-0bf3e9554137","block_type":"box","text":"information barriers, or otherwise restrict, forgo, or limit the exercise of rights (including transferring, outsourcing, or limiting","page_number":56,"box":{"x":89,"y":388,"width":874,"height":12}},{"id":"22e05c90-655a-4eb8-941c-98c212e27319","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":56,"box":{"x":88,"y":403,"width":876,"height":12}},{"id":"734f7dcc-f0f4-4569-90c4-882de0e460fc","block_type":"box","text":"potential regulatory or other restrictions on ownership or other consequences resulting from reaching investment thresholds.","page_number":56,"box":{"x":89,"y":418,"width":878,"height":12}},{"id":"e83f72eb-0bbd-4fd4-a05d-904fe9bf49d0","block_type":"box","text":"These types of restrictions could negatively impact a client’s performance or ability to meet its investment objective.","page_number":56,"box":{"x":88,"y":433,"width":812,"height":13}},{"id":"e6691bd7-1f3d-4ccd-b6f4-d084d5f30fc9","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":56,"box":{"x":88,"y":460,"width":867,"height":12}},{"id":"2ed288bd-8e54-4bf7-912d-b4883d31269f","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":56,"box":{"x":88,"y":475,"width":840,"height":12}},{"id":"58eceabf-cb0b-4a4b-b6ba-d1c9ca19f766","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":56,"box":{"x":89,"y":490,"width":868,"height":12}},{"id":"a067e9d0-1b2d-4514-bf0c-de6bd573ffa3","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":56,"box":{"x":89,"y":505,"width":829,"height":12}},{"id":"84b89c87-a6e0-4d47-93a5-20ece455ea45","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":56,"box":{"x":89,"y":520,"width":876,"height":12}},{"id":"db387b74-ccf7-48cc-ad9d-759b934e1321","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":56,"box":{"x":89,"y":535,"width":868,"height":13}},{"id":"ac1f2c16-ab98-4738-a8cf-bb7fb08edebe","block_type":"box","text":"ownership thresholds or limitations must be observed, BlackRock seeks to allocate limited investment opportunities equitably","page_number":56,"box":{"x":89,"y":550,"width":879,"height":13}},{"id":"2d960122-ef0e-4f67-98af-1d32601d38e2","block_type":"box","text":"among clients, taking into consideration benchmark weight and investment strategy. BlackRock may adopt certain controls","page_number":56,"box":{"x":89,"y":565,"width":863,"height":13}},{"id":"89b8efd5-a007-4984-bf21-82bce075c70a","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":56,"box":{"x":89,"y":581,"width":874,"height":12}},{"id":"ec9b862d-42a4-468b-aa4e-9c5503d32ea5","block_type":"box","text":"ownership in certain securities nears an applicable threshold, BlackRock may limit additional purchases in such securities or,","page_number":56,"box":{"x":89,"y":596,"width":868,"height":12}},{"id":"62e8cc26-4e7e-4c49-83d6-36502f026362","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":56,"box":{"x":88,"y":611,"width":875,"height":12}},{"id":"89d324b2-9a57-4d13-b93d-b1053d313bdb","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":56,"box":{"x":89,"y":626,"width":840,"height":12}},{"id":"29ac2da4-ceb0-45ef-b41c-2f5bf5194f2f","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":56,"box":{"x":89,"y":641,"width":872,"height":12}},{"id":"1004edae-ad93-4f2f-a326-14761d42a0e5","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":56,"box":{"x":89,"y":656,"width":817,"height":13}},{"id":"7f09c864-9894-429c-9685-f4a0a800a011","block_type":"box","text":"investments will be sold in a manner that BlackRock deems fair and equitable over time.","page_number":56,"box":{"x":89,"y":671,"width":613,"height":13}},{"id":"ec7cb8d3-2e74-4ad2-98a7-f80df9955518","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":56,"box":{"x":89,"y":698,"width":861,"height":12}},{"id":"dcf9d1f5-3bf0-4d19-a7bf-96877e16ee2f","block_type":"box","text":"permission to exceed ownership limitations, it may inadvertently breach a limit or violate the corporate or regulatory","page_number":56,"box":{"x":89,"y":713,"width":814,"height":12}},{"id":"ffa8f1ad-0b38-4090-9094-44d6665bb9ab","block_type":"box","text":"approval, order, consent, relief or non-disapproval that was obtained.","page_number":56,"box":{"x":89,"y":728,"width":481,"height":12}},{"id":"dd79e161-1740-437e-b006-73029f1e89c1","block_type":"box","text":"In addition to the foregoing, other ownership thresholds may trigger reporting requirements to governmental and regulatory","page_number":56,"box":{"x":89,"y":754,"width":872,"height":13}},{"id":"3057bd25-836a-4070-8900-464831df2a1f","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":56,"box":{"x":89,"y":770,"width":878,"height":12}},{"id":"e946efbd-7f5e-4ec6-9fc9-874ec85d0ae9","block_type":"box","text":"to such security or asset.","page_number":56,"box":{"x":88,"y":785,"width":174,"height":12}},{"id":"e5864056-fce4-43b9-bbd3-f456fe3b0b57","block_type":"box","text":"BlackRock may not serve as an Authorized Participant in the creation and redemption of iShares ETFs.","page_number":56,"box":{"x":89,"y":811,"width":710,"height":12}},{"id":"753531fe-20f5-404f-b957-58af2e6d22d7","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":56,"box":{"x":89,"y":838,"width":868,"height":12}},{"id":"0cf6a5cb-5c10-41b3-9051-5e1776ca3b02","block_type":"box","text":"processing, Authorized Participant communications, and related services in connection with the issuance and redemption of","page_number":56,"box":{"x":89,"y":853,"width":873,"height":12}},{"id":"f5176468-cc72-4014-8127-339be83158fb","block_type":"box","text":"47","page_number":56,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"58e08499-790b-4e72-b0cf-03a3afae31b5","block_type":"box","text":"Creation Units of the Funds (“ETF Services”). BRIL has engaged Citibank, N.A. (“Citibank”) as a subcontractor to provide","page_number":57,"box":{"x":89,"y":44,"width":838,"height":12}},{"id":"0b720458-f98f-49f3-a5e8-f21d77432179","block_type":"box","text":"certain ETF Services. BRIL retains a portion of the standard transaction fee received from Authorized Participants on each","page_number":57,"box":{"x":89,"y":59,"width":845,"height":12}},{"id":"fb7f8076-bfc2-4afd-9c0a-7874bc9a68fb","block_type":"box","text":"creation or redemption order from the Authorized Participant for the ETF Services provided. BlackRock collaborated with, and","page_number":57,"box":{"x":89,"y":74,"width":876,"height":12}},{"id":"9e2485c4-ddbb-4a08-b9a3-6b5b2b5c277e","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":57,"box":{"x":89,"y":89,"width":875,"height":13}},{"id":"fc68eeb3-073e-4d3d-8296-c5aca078b680","block_type":"box","text":"time may develop, additional relationships with BlackRock or funds managed by BFA and its affiliates.","page_number":57,"box":{"x":88,"y":104,"width":709,"height":13}},{"id":"63c8a2f8-b9cc-4e11-a45a-6fe3bc61e270","block_type":"box","text":"In order to defray transaction expenses and protect against possible shareholder dilution, the Funds may collect certain fees","page_number":57,"box":{"x":89,"y":131,"width":867,"height":12}},{"id":"04215e2c-421f-4af6-9164-b1d8953d0c31","block_type":"box","text":"from Authorized Participants in connection with cash substitutions for creation and redemption transactions. 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Any Fund that enters into a license for a BlackRock index cannot be assured","page_number":57,"box":{"x":89,"y":354,"width":852,"height":12}},{"id":"d66f8e27-3712-4663-8219-28d063dd131b","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":57,"box":{"x":88,"y":369,"width":876,"height":12}},{"id":"463a8d2e-83a6-4917-a0f0-b5cb6523849a","block_type":"box","text":"BlackRock may enter into contractual arrangements with third-party service providers to a Fund (","page_number":57,"box":{"x":89,"y":395,"width":681,"height":13}},{"id":"cf45cbd3-57f8-4572-9a2a-1a727ebdc03d","block_type":"box","text":"e.g","page_number":57,"box":{"x":771,"y":398,"width":20,"height":10}},{"id":"da07a167-ea84-4e55-9129-cf9bbaafcf57","block_type":"box","text":"., custodians,","page_number":57,"box":{"x":793,"y":395,"width":90,"height":12}},{"id":"b6cc80b9-4680-430b-b9d1-d562fa918e44","block_type":"box","text":"administrators and index providers) pursuant to which BlackRock receives fee discounts or concessions in recognition of","page_number":57,"box":{"x":89,"y":410,"width":846,"height":13}},{"id":"79be2711-f5c0-42fd-876e-1bcb59ead5dd","block_type":"box","text":"BlackRock’s overall relationship with such service providers. BlackRock may also enter into contractual arrangements with","page_number":57,"box":{"x":89,"y":426,"width":853,"height":12}},{"id":"0d7fe735-b11f-4fc6-9b6d-d2c5a398e9f6","block_type":"box","text":"such service providers pursuant to which BlackRock incurs additional costs if the service provider’s services are terminated","page_number":57,"box":{"x":89,"y":441,"width":858,"height":12}},{"id":"d70e9ab7-de3b-4504-86f6-3660848500c9","block_type":"box","text":"with respect to a Fund. 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In addition, conflicts of interest may arise with respect to contractual arrangements with third-party","page_number":57,"box":{"x":89,"y":501,"width":843,"height":13}},{"id":"09f19da6-9b0c-4a60-bfc3-88cc6c0020ca","block_type":"box","text":"service providers to a Fund, or the selection of such providers, particularly in circumstances where BlackRock is negotiating","page_number":57,"box":{"x":89,"y":516,"width":861,"height":13}},{"id":"af2d7eef-a320-4657-b94a-1ef5214413cf","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":57,"box":{"x":89,"y":531,"width":819,"height":13}},{"id":"25990795-723c-4ecd-9542-ace701b77db5","block_type":"box","text":"different fee structures.","page_number":57,"box":{"x":89,"y":547,"width":161,"height":9}},{"id":"beadd9e2-81de-4bbe-a481-1a9a4d19f6b2","block_type":"box","text":"Conflicts of interest may arise as a result of simultaneous investment management of multiple client accounts by the","page_number":57,"box":{"x":89,"y":573,"width":817,"height":12}},{"id":"09859b5f-96ba-4d12-b768-966da699e961","block_type":"box","text":"BlackRock’s investment professionals. 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These systems are, or will be, used by a Fund service provider in connection with the","page_number":57,"box":{"x":89,"y":660,"width":876,"height":12}},{"id":"01ba49fc-0a3a-4c07-92e1-dd55cd2b4b53","block_type":"box","text":"provision of services to accounts managed by BlackRock and funds managed and sponsored by BlackRock, including the","page_number":57,"box":{"x":89,"y":675,"width":845,"height":12}},{"id":"b199795d-f86d-44c5-8260-480d17ff5431","block_type":"box","text":"Funds, that engage the service provider (typically the custodian). A Fund’s service provider remunerates BlackRock for the","page_number":57,"box":{"x":89,"y":690,"width":854,"height":13}},{"id":"e3177603-67b4-462f-baa6-45f9e7e05cf5","block_type":"box","text":"use of the systems. A Fund service provider’s payments to BlackRock for the use of these systems may enhance the","page_number":57,"box":{"x":89,"y":705,"width":808,"height":13}},{"id":"29b05fe4-3d52-4a73-be2f-34807e3ce9f0","block_type":"box","text":"profitability of BlackRock.","page_number":57,"box":{"x":89,"y":720,"width":176,"height":13}},{"id":"4f180686-f214-49aa-ac2a-079181f4202b","block_type":"box","text":"BlackRock’s receipt of fees from a service provider in connection with the use of systems provided by BlackRock may create","page_number":57,"box":{"x":89,"y":747,"width":863,"height":12}},{"id":"d92b8b7c-20ca-4e7b-9ebf-1944dbe2e96f","block_type":"box","text":"an incentive for BlackRock to recommend that a Fund enter into or renew an arrangement with the service provider.","page_number":57,"box":{"x":89,"y":762,"width":810,"height":12}},{"id":"859ee034-24d6-4342-9161-eddf8f916879","block_type":"box","text":"In recognition of a BlackRock client’s overall relationship with BlackRock, BlackRock may offer special pricing arrangements","page_number":57,"box":{"x":89,"y":788,"width":861,"height":13}},{"id":"a3e22220-4d57-4472-b0ee-11bf8120d87d","block_type":"box","text":"for certain services provided by BlackRock. Any such special pricing arrangements will not affect Fund fees and expenses","page_number":57,"box":{"x":88,"y":804,"width":845,"height":12}},{"id":"20ed1c27-adfa-4800-bca1-266c3d767787","block_type":"box","text":"applicable to such client’s investment in a Fund.","page_number":57,"box":{"x":89,"y":819,"width":334,"height":12}},{"id":"61a2bca0-ded5-431e-8e7c-983c1b629eb6","block_type":"box","text":"Present and future activities of BlackRock and its directors, officers and employees, in addition to those described in this","page_number":57,"box":{"x":89,"y":845,"width":838,"height":12}},{"id":"34e6014d-0f42-4bcd-b90a-b4e8ca4a1204","block_type":"box","text":"section, may give rise to additional conflicts of interest.","page_number":57,"box":{"x":89,"y":860,"width":383,"height":13}},{"id":"fddc1b94-396b-4968-acb8-8ff5aa01c416","block_type":"box","text":"48","page_number":57,"box":{"x":519,"y":894,"width":17,"height":9}},{"id":"2b5d7492-d4e8-4b3c-b991-5c0e63364c46","block_type":"box","text":"Investment Advisory, Administrative and","page_number":58,"box":{"x":91,"y":44,"width":676,"height":30}},{"id":"a785e6d3-8a68-4d43-b4b7-f5048a51119e","block_type":"box","text":"Distribution Services","page_number":58,"box":{"x":91,"y":75,"width":343,"height":23}},{"id":"a32aefe3-e7e2-4afd-b401-da1dabc53fad","block_type":"box","text":"Investment Adviser.","page_number":58,"box":{"x":89,"y":116,"width":141,"height":10}},{"id":"1f584076-569c-4d03-85d3-2611ce3e4bdf","block_type":"box","text":"BFA serves as investment adviser to each Fund pursuant to an investment advisory agreement between","page_number":58,"box":{"x":240,"y":116,"width":722,"height":12}},{"id":"f415e24e-9e8f-4910-9164-99a65e2523e7","block_type":"box","text":"the Trust, on behalf of each Fund, and BFA. BFA is a California corporation and a consolidated subsidiary of BlackRock, Inc.","page_number":58,"box":{"x":88,"y":131,"width":857,"height":12}},{"id":"5d322ee6-6538-4b68-9e64-93ad364bb84f","block_type":"box","text":"and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. Under the investment","page_number":58,"box":{"x":89,"y":146,"width":850,"height":12}},{"id":"72962e0b-2682-46b8-b2c3-77c65b9c30c0","block_type":"box","text":"advisory agreement, BFA, subject to the supervision of the Board and in conformity with the stated investment policies of","page_number":58,"box":{"x":89,"y":161,"width":849,"height":12}},{"id":"d5e24301-53db-4a6f-8719-a647410267f1","block_type":"box","text":"each Fund, manages and administers the Trust and the investment of each Fund’s assets. BFA is responsible for placing","page_number":58,"box":{"x":89,"y":176,"width":835,"height":13}},{"id":"d7e21eb0-f06f-4c52-971a-b8edb1739e43","block_type":"box","text":"purchase and sale orders and providing continuous supervision of the investment portfolio of the Fund.","page_number":58,"box":{"x":89,"y":191,"width":723,"height":13}},{"id":"dae7110f-8181-4485-9df9-325c15d6edc2","block_type":"box","text":"Pursuant to the investment advisory agreement, BFA may, from time to time, in its sole discretion and to the extent permitted","page_number":58,"box":{"x":89,"y":218,"width":876,"height":12}},{"id":"5509969f-e279-4923-872c-11dc69e1ddc9","block_type":"box","text":"by applicable law, appoint one or more sub-advisers, including, without limitation, affiliates of BFA, to perform investment","page_number":58,"box":{"x":89,"y":233,"width":851,"height":12}},{"id":"cd87e169-41e6-416f-b19d-63df3fe479b5","block_type":"box","text":"advisory or other services with respect to the Fund. In addition, BFA may delegate certain of its investment advisory functions","page_number":58,"box":{"x":89,"y":248,"width":877,"height":12}},{"id":"a613d2d3-0014-4f61-aaf7-9dfd63cdaccd","block_type":"box","text":"under the investment advisory agreement to one or more of its affiliates to the extent permitted by applicable law. BFA may","page_number":58,"box":{"x":89,"y":263,"width":862,"height":12}},{"id":"4c371f72-11be-4065-b672-3bea34f99d9d","block_type":"box","text":"terminate any or all sub-advisers or such delegation arrangements in its sole discretion upon appropriate notice at any time","page_number":58,"box":{"x":88,"y":278,"width":865,"height":13}},{"id":"f743a30e-24ed-4d79-9a7f-b796f8cb02f0","block_type":"box","text":"to the extent permitted by applicable law.","page_number":58,"box":{"x":88,"y":293,"width":289,"height":13}},{"id":"dc489d16-17f8-4c53-a517-b88987962d9c","block_type":"box","text":"BFA is responsible, under the investment advisory agreement, for substantially all expenses of the Funds, including the cost","page_number":58,"box":{"x":89,"y":320,"width":862,"height":12}},{"id":"54318ccf-5763-4981-949d-ca16d6b03792","block_type":"box","text":"of transfer agency, custody, fund administration, legal, audit and other services. BFA is not responsible for, and the Funds will","page_number":58,"box":{"x":89,"y":335,"width":871,"height":12}},{"id":"71d726d8-3a29-4968-a088-5757b5d19b97","block_type":"box","text":"bear, the management fees, interest expenses, taxes, expenses incurred with respect to the acquisition and disposition of","page_number":58,"box":{"x":89,"y":350,"width":848,"height":12}},{"id":"b1940088-8241-4be9-bfb2-8340e06de661","block_type":"box","text":"portfolio securities and the execution of portfolio transactions, including brokerage commissions, distribution fees or","page_number":58,"box":{"x":89,"y":365,"width":817,"height":12}},{"id":"4641c0aa-3af3-497d-b454-3d48689c9cfe","block_type":"box","text":"expenses, and litigation expenses and any extraordinary expenses (as determined by a majority of the Independent Trustees).","page_number":58,"box":{"x":89,"y":380,"width":877,"height":13}},{"id":"46e98054-08a7-43d0-bb23-f0ef74e3a288","block_type":"box","text":"For its investment advisory services to each Fund in the table below, BFA is entitled to an annual investment advisory fee","page_number":58,"box":{"x":89,"y":407,"width":840,"height":12}},{"id":"e656a847-4ff3-43df-961c-c61da1134925","block_type":"box","text":"equal to the rate indicated below of the average daily value of each Fund’s net assets. 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The contractual","page_number":59,"box":{"x":132,"y":285,"width":802,"height":10}},{"id":"9d05f3a1-7b49-453b-9c08-87071101d487","block_type":"box","text":"waiver may be terminated prior to the Fund’s termination only upon the written agreement of the Trust and BFA.","page_number":59,"box":{"x":132,"y":298,"width":632,"height":10}},{"id":"009bba4d-76be-43fc-b8d6-a4db70bb122b","block_type":"box","text":"The investment advisory agreement with respect to each Fund continues in effect for two years from its effective date, and","page_number":59,"box":{"x":88,"y":321,"width":858,"height":12}},{"id":"e66de8d9-c161-43b5-9633-72b0e05a1665","block_type":"box","text":"thereafter is subject to annual approval by (i) the Board, or (ii) the vote of a majority of the outstanding voting securities (as","page_number":59,"box":{"x":88,"y":336,"width":864,"height":13}},{"id":"3ef2e26a-b30f-4b5e-847e-8e0ed873e9c0","block_type":"box","text":"defined in the 1940 Act) of the applicable Fund, provided that in either event such continuance also is approved by a majority","page_number":59,"box":{"x":89,"y":351,"width":877,"height":13}},{"id":"b05e23a7-1e68-4e21-aad9-a36f176863e6","block_type":"box","text":"of the Board members who are not interested persons (as defined in the 1940 Act) of the applicable Fund, by a vote cast in","page_number":59,"box":{"x":89,"y":366,"width":858,"height":13}},{"id":"0ce4484a-8f12-4d2a-9ab7-a296a0026d19","block_type":"box","text":"person at a meeting called for the purpose of voting on such approval.","page_number":59,"box":{"x":89,"y":382,"width":491,"height":12}},{"id":"bb994ef3-9bb5-4589-b1ef-d9e48c91f91f","block_type":"box","text":"The investment advisory agreement with respect to each Fund is terminable without penalty, on 60 days’ notice, by the Board","page_number":59,"box":{"x":88,"y":408,"width":879,"height":12}},{"id":"1917c4ac-5efe-4838-9241-859d1e369a84","block_type":"box","text":"or by a vote of the holders of a majority of the applicable Fund’s outstanding voting securities (as defined in the 1940 Act).","page_number":59,"box":{"x":89,"y":423,"width":858,"height":12}},{"id":"d20d3db1-d49e-4b2b-b89e-654638667fc6","block_type":"box","text":"The investment advisory agreement is also terminable upon 60 days’ notice by BFA and will terminate automatically in the","page_number":59,"box":{"x":88,"y":438,"width":856,"height":13}},{"id":"1a4a34e5-ad9d-400b-8228-67d5d91b4f2b","block_type":"box","text":"event of its assignment (as defined in the 1940 Act).","page_number":59,"box":{"x":89,"y":453,"width":365,"height":13}},{"id":"eb4237b4-062f-4196-a5a5-432984c00080","block_type":"box","text":"Portfolio Managers.","page_number":59,"box":{"x":89,"y":480,"width":141,"height":12}},{"id":"f0bd5b9d-a6c8-4a6b-aba2-2b873def21a2","block_type":"box","text":"As of October 31, 2025, the individuals named as Portfolio Managers in each Fund’s Prospectus were","page_number":59,"box":{"x":243,"y":480,"width":706,"height":12}},{"id":"d2140d09-865a-4eab-a53b-ef4c7d5f7453","block_type":"box","text":"also primarily responsible for the day-to-day management of other iShares funds and certain other types of portfolios and/or","page_number":59,"box":{"x":89,"y":495,"width":877,"height":12}},{"id":"1599f869-c62c-4940-b081-ece8867720cf","block_type":"box","text":"accounts as follows:","page_number":59,"box":{"x":89,"y":510,"width":140,"height":10}},{"id":"f4387dd8-c25b-4709-90b4-90d8aba8a1da","block_type":"box","text":"Jonathan Graves","page_number":59,"box":{"x":88,"y":539,"width":117,"height":11}},{"id":"943d3d9e-51cb-41d3-9fee-27c52b889154","block_type":"box","text":"Types of Accounts","page_number":59,"box":{"x":88,"y":556,"width":107,"height":10}},{"id":"7be2a017-dae0-420f-9330-9e73a8277cd9","block_type":"box","text":"Number Total Assets","page_number":59,"box":{"x":677,"y":556,"width":262,"height":8}},{"id":"1bf2af3e-9dc2-4a47-b2ef-6c2f6f644418","block_type":"box","text":"Registered Investment Companies 111 $823,507,000,000","page_number":59,"box":{"x":89,"y":577,"width":879,"height":12}},{"id":"27705fb2-2732-4870-b40a-01dfc11810d8","block_type":"box","text":"Other Pooled Investment Vehicles 53 31,231,000,000","page_number":59,"box":{"x":89,"y":592,"width":879,"height":11}},{"id":"ed6d0cf1-ea77-497b-abe6-d7b774c5754a","block_type":"box","text":"Other Accounts 9 3,504,000,000","page_number":59,"box":{"x":89,"y":607,"width":879,"height":11}},{"id":"69967696-24cf-4a45-93ce-095c4e626f7a","block_type":"box","text":"James Mauro","page_number":59,"box":{"x":88,"y":643,"width":94,"height":10}},{"id":"4d1992e6-a940-4b16-a5bc-f150c734f9c5","block_type":"box","text":"Types of 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3,068,000,000","page_number":59,"box":{"x":89,"y":814,"width":879,"height":11}},{"id":"d7dc3cda-549b-46e5-b8d5-0333682c925e","block_type":"box","text":"Pursuant to BFA policy, investment opportunities are allocated equitably among the Funds and other portfolios and accounts.","page_number":59,"box":{"x":89,"y":846,"width":877,"height":13}},{"id":"47653604-1cbb-416c-b6f8-ba3e3a730a30","block_type":"box","text":"For example, under certain circumstances, an investment opportunity may be restricted due to limited supply in the market,","page_number":59,"box":{"x":89,"y":862,"width":866,"height":12}},{"id":"a9082730-4ed2-474b-8874-7b7a58910c5e","block_type":"box","text":"50","page_number":59,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"d81191c2-f80d-4414-aaca-7b3778a3e093","block_type":"box","text":"legal constraints or other factors, in which event the investment opportunity will be allocated equitably among those","page_number":60,"box":{"x":89,"y":44,"width":817,"height":12}},{"id":"140a0eae-6385-43b8-8d88-7793952738ba","block_type":"box","text":"portfolios and accounts, including the Funds, seeking such investment opportunity. As a consequence, from time to time the","page_number":60,"box":{"x":89,"y":59,"width":873,"height":12}},{"id":"d895ac93-de0e-452c-9451-ab3c85e84eb5","block_type":"box","text":"Funds may receive a smaller allocation of an investment opportunity than it would have if the Portfolio Managers and BFA","page_number":60,"box":{"x":89,"y":74,"width":852,"height":12}},{"id":"96a66dd8-a581-43f8-9998-463c7fb06e53","block_type":"box","text":"and its affiliates did not manage other portfolios or accounts.","page_number":60,"box":{"x":89,"y":89,"width":427,"height":13}},{"id":"273786c8-6d55-4e73-be54-ea79436b34e1","block_type":"box","text":"Like the Funds, the other portfolios or accounts for which the Portfolio Managers are primarily responsible for the day-to-day","page_number":60,"box":{"x":89,"y":116,"width":875,"height":12}},{"id":"1d715f12-bda3-44e7-bd16-07db716ad66e","block_type":"box","text":"portfolio management generally pay an asset-based fee to BFA or its affiliates, as applicable, for its advisory services. One or","page_number":60,"box":{"x":89,"y":131,"width":866,"height":12}},{"id":"d48cc38b-8916-43e5-86d9-d695bc239cc8","block_type":"box","text":"more of those other portfolios or accounts, however, may pay BFA or its affiliates a performance-based fee in lieu of, or in","page_number":60,"box":{"x":89,"y":146,"width":846,"height":12}},{"id":"7720733c-38ce-48e1-ba7d-794afb68fe4e","block_type":"box","text":"addition to, an asset-based fee for its advisory services. A portfolio or account with a performance-based fee would pay BFA","page_number":60,"box":{"x":89,"y":161,"width":866,"height":12}},{"id":"b6f518f9-cdea-4434-8d6a-5650b9e1391f","block_type":"box","text":"or its affiliates a portion of that portfolio’s or account’s gains, or would pay BFA or its affiliates more for its services than","page_number":60,"box":{"x":89,"y":176,"width":835,"height":13}},{"id":"3e3244c7-e7ec-4b4a-9800-9f4c6f9f0145","block_type":"box","text":"would otherwise be the case if BFA or its affiliates meets or exceeds specified performance targets. Performance-based fee","page_number":60,"box":{"x":88,"y":191,"width":857,"height":13}},{"id":"788d4c21-0a68-4fa3-a61e-9eba0ded62fb","block_type":"box","text":"arrangements could present an incentive for BFA or its affiliates to devote greater resources, and allocate more investment","page_number":60,"box":{"x":89,"y":206,"width":856,"height":13}},{"id":"d9fca879-f4ca-4618-a76b-9fb4ddc28e8a","block_type":"box","text":"opportunities, to the portfolios or accounts that have those fee arrangements, relative to other portfolios or accounts, in","page_number":60,"box":{"x":89,"y":222,"width":838,"height":12}},{"id":"129524bd-6f35-4919-b8bf-7d807d09d0e8","block_type":"box","text":"order to earn larger fees. Although BFA and its affiliates have an obligation to allocate resources and opportunities equitably","page_number":60,"box":{"x":89,"y":237,"width":866,"height":12}},{"id":"0e278e48-3eb8-4620-8824-27c9161cbcc7","block_type":"box","text":"among portfolios and accounts and intend to do so, shareholders of the Funds should be aware that, as with any group of","page_number":60,"box":{"x":89,"y":252,"width":855,"height":12}},{"id":"8fa3c470-c59e-4b27-8f12-7f13fd35d7e2","block_type":"box","text":"portfolios and accounts managed by an investment adviser and/or its affiliates pursuant to varying fee arrangements,","page_number":60,"box":{"x":89,"y":267,"width":823,"height":12}},{"id":"82e8bee1-a710-425d-bc0d-c3f27c6b2cce","block_type":"box","text":"including performance-based fee arrangements, there is the potential for a conflict of interest, which may result in the","page_number":60,"box":{"x":89,"y":282,"width":826,"height":12}},{"id":"07b6e31f-0599-4bdb-adb5-9bc5cc17b1d3","block_type":"box","text":"Portfolio Managers’ favoring those portfolios or accounts with performance-based fee arrangements.","page_number":60,"box":{"x":89,"y":297,"width":708,"height":12}},{"id":"0f70bcac-d79d-4805-b463-7ff2e302ddf5","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":60,"box":{"x":88,"y":324,"width":861,"height":12}},{"id":"7f6901fa-d5fc-446a-831e-19de397ce6f5","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":60,"box":{"x":88,"y":339,"width":858,"height":12}},{"id":"b828a9eb-e07b-4232-9f13-8e8c1921b7c6","block_type":"box","text":"fees are based on the performance of those portfolios or accounts as of October 31, 2025:","page_number":60,"box":{"x":88,"y":354,"width":629,"height":12}},{"id":"3ceef9d5-98fe-4f63-a561-6c2346a87587","block_type":"box","text":"Jonathan Graves","page_number":60,"box":{"x":88,"y":383,"width":117,"height":11}},{"id":"aa6684b5-1422-4ab6-8c94-215e367f73e5","block_type":"box","text":"Types of Accounts","page_number":60,"box":{"x":88,"y":430,"width":107,"height":10}},{"id":"66d696b1-9f6c-44aa-8a0c-2483cce46864","block_type":"box","text":"Number of Other","page_number":60,"box":{"x":672,"y":400,"width":98,"height":8}},{"id":"3bc9dada-cc85-4d0b-a38b-198ea9bfe868","block_type":"box","text":"Accounts with","page_number":60,"box":{"x":679,"y":410,"width":82,"height":8}},{"id":"f5f84754-78c5-4c4f-8b3f-2d052e42287f","block_type":"box","text":"Performance Fees","page_number":60,"box":{"x":670,"y":420,"width":101,"height":8}},{"id":"7bc5bac3-20b5-4ba9-aa0b-7d264459bcf5","block_type":"box","text":"Managed by Portfolio 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Mauro","page_number":60,"box":{"x":88,"y":517,"width":94,"height":10}},{"id":"313aee12-6bec-4e78-81d3-b8a747330823","block_type":"box","text":"Types of Accounts","page_number":60,"box":{"x":88,"y":564,"width":107,"height":9}},{"id":"8d6fc4bb-17bf-4e3f-9a18-62b371797cb0","block_type":"box","text":"Number of Other","page_number":60,"box":{"x":672,"y":533,"width":98,"height":8}},{"id":"41d6bbfe-d854-4e49-8ad5-1acf71d36259","block_type":"box","text":"Accounts with","page_number":60,"box":{"x":679,"y":543,"width":82,"height":8}},{"id":"5373fab3-9c9a-4a05-a9ff-9061eab4b77b","block_type":"box","text":"Performance Fees","page_number":60,"box":{"x":670,"y":554,"width":101,"height":7}},{"id":"8d00545f-1e7d-4c4b-bcc5-22928c9e50ae","block_type":"box","text":"Managed by Portfolio Manager","page_number":60,"box":{"x":631,"y":564,"width":179,"height":9}},{"id":"8565f875-0615-41b4-8b55-1679534ed23e","block_type":"box","text":"Aggregate","page_number":60,"box":{"x":896,"y":554,"width":59,"height":9}},{"id":"9d5915a9-0252-440d-92e7-cc1c70878e64","block_type":"box","text":"of Total Assets","page_number":60,"box":{"x":884,"y":564,"width":84,"height":7}},{"id":"390dc846-cba3-4b89-842b-ff16cdea0c64","block_type":"box","text":"Registered Investment Companies 0 N/A","page_number":60,"box":{"x":89,"y":584,"width":851,"height":13}},{"id":"cb39b4d3-2d58-49aa-9342-7f9468c407c7","block_type":"box","text":"Other Pooled Investment Vehicles 0 N/A","page_number":60,"box":{"x":89,"y":599,"width":851,"height":10}},{"id":"424bc3e3-02ad-47bf-965d-038895eb6a8c","block_type":"box","text":"Other Accounts 0 N/A","page_number":60,"box":{"x":89,"y":615,"width":851,"height":9}},{"id":"f68026d0-443e-40e7-b978-279b8ba372db","block_type":"box","text":"Marcus Tom","page_number":60,"box":{"x":89,"y":650,"width":88,"height":10}},{"id":"237532a5-00db-4054-b22d-12475dfe9d9c","block_type":"box","text":"Types of Accounts","page_number":60,"box":{"x":88,"y":697,"width":107,"height":10}},{"id":"3f1a0376-703f-4709-8dc0-9a1f6d3196ac","block_type":"box","text":"Number of Other","page_number":60,"box":{"x":672,"y":667,"width":98,"height":8}},{"id":"70c8b043-d966-4e30-9507-dc1b4a6055ef","block_type":"box","text":"Accounts with","page_number":60,"box":{"x":679,"y":677,"width":82,"height":8}},{"id":"369bf5b8-e188-4bcb-867e-2678364fc18f","block_type":"box","text":"Performance Fees","page_number":60,"box":{"x":670,"y":687,"width":101,"height":8}},{"id":"b461c4e6-cd48-4025-b000-e2f9efaaaf14","block_type":"box","text":"Managed by Portfolio Manager","page_number":60,"box":{"x":631,"y":697,"width":179,"height":10}},{"id":"20581b5b-1fa2-4db9-80bf-5ec9935f6f2e","block_type":"box","text":"Aggregate","page_number":60,"box":{"x":896,"y":687,"width":59,"height":10}},{"id":"6d35ef9f-483a-4a4f-9737-96a58d39be4f","block_type":"box","text":"of Total Assets","page_number":60,"box":{"x":884,"y":697,"width":84,"height":8}},{"id":"465f2197-772e-4294-9238-579aa8bb749f","block_type":"box","text":"Registered Investment Companies 0 N/A","page_number":60,"box":{"x":89,"y":718,"width":851,"height":12}},{"id":"275f10e8-0cbc-4daa-bf33-2c92c85e3f33","block_type":"box","text":"Other Pooled Investment Vehicles 0 N/A","page_number":60,"box":{"x":89,"y":733,"width":851,"height":10}},{"id":"77d0efc4-3e65-4b89-84c0-127d6d8887ca","block_type":"box","text":"Other Accounts 0 N/A","page_number":60,"box":{"x":89,"y":748,"width":851,"height":10}},{"id":"db944e3d-66be-4c0a-a010-d1ecf288ad9a","block_type":"box","text":"Portfolio Manager Compensation Overview","page_number":60,"box":{"x":88,"y":781,"width":303,"height":12}},{"id":"5df2b88c-e92b-4e85-8626-e19a48087b4c","block_type":"box","text":"The discussion below describes the Portfolio Managers’ compensation as of October 31, 2025.","page_number":60,"box":{"x":88,"y":807,"width":660,"height":13}},{"id":"a47c1cdf-8d7c-4d1f-aec2-53ae52092483","block_type":"box","text":"BlackRock, Inc.’s financial arrangements with its portfolio managers, its competitive compensation and its career path","page_number":60,"box":{"x":89,"y":834,"width":824,"height":12}},{"id":"f53cb81a-329b-44c8-88b9-2b64d79337ac","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":60,"box":{"x":89,"y":849,"width":861,"height":12}},{"id":"abf62f61-8a39-47af-a68c-c87bacd5ed05","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":60,"box":{"x":89,"y":864,"width":836,"height":12}},{"id":"85c122b7-34bd-42a0-aac2-6931c765e152","block_type":"box","text":"51","page_number":60,"box":{"x":520,"y":894,"width":13,"height":9}},{"id":"a8a7b806-4eea-4083-a6d7-38079ac6626f","block_type":"box","text":"include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more","page_number":61,"box":{"x":89,"y":44,"width":865,"height":12}},{"id":"5c41ef52-d613-4ce8-a2be-a42ed739826a","block_type":"box","text":"of the incentive compensation programs established by BlackRock, Inc.","page_number":61,"box":{"x":89,"y":59,"width":496,"height":12}},{"id":"f98cf61f-8e8b-46e7-a33f-427b88ee9e64","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":61,"box":{"x":89,"y":85,"width":850,"height":13}},{"id":"9dba2587-6d13-4bf3-813d-06729155f07b","block_type":"box","text":"benefits offered to all BlackRock employees. Additionally, each portfolio manager receives discretionary incentive","page_number":61,"box":{"x":89,"y":101,"width":787,"height":12}},{"id":"d60d7b28-c9b0-4939-a570-e4442a9432e6","block_type":"box","text":"compensation, determined based on several components, including: the performance of BlackRock, Inc., the performance of","page_number":61,"box":{"x":89,"y":116,"width":872,"height":12}},{"id":"c183942a-d147-447d-bb89-0330cca5d979","block_type":"box","text":"the portfolio manager’s group within BlackRock, the performance of portfolios managed by the portfolio manager and the","page_number":61,"box":{"x":88,"y":131,"width":856,"height":12}},{"id":"4309d4e9-6ca6-4280-89ca-f8ed5381016a","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":61,"box":{"x":88,"y":146,"width":876,"height":12}},{"id":"b701a9d4-8d37-4de0-b656-1684f2c3f637","block_type":"box","text":"underlying index), and the individual’s performance and contribution to the overall performance of these portfolios and","page_number":61,"box":{"x":89,"y":161,"width":835,"height":12}},{"id":"b8c948e5-f1d3-482f-8874-41ee102ab759","block_type":"box","text":"BlackRock. Discretionary incentive compensation is paid in cash up to a certain threshold with the remaining portion","page_number":61,"box":{"x":89,"y":176,"width":815,"height":13}},{"id":"b60998c6-efa7-4816-8d4f-cf03d57f6cdb","block_type":"box","text":"represented by deferred BlackRock, Inc. stock awards. In some cases, additional deferred BlackRock, Inc. stock may be","page_number":61,"box":{"x":89,"y":191,"width":824,"height":13}},{"id":"b2ae5943-1aa4-430f-9950-7b05c3e588a2","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":61,"box":{"x":89,"y":206,"width":847,"height":13}},{"id":"b98dba20-888d-481b-8021-7ee07bb7059f","block_type":"box","text":"shareholders and motivate performance.","page_number":61,"box":{"x":89,"y":222,"width":284,"height":12}},{"id":"105a6761-81df-4773-a275-bb50582b0e43","block_type":"box","text":"The discretionary incentive income for James Mauro includes as an additional consideration the performance of actively","page_number":61,"box":{"x":88,"y":248,"width":845,"height":12}},{"id":"cad40d53-67c3-45bb-b8c3-c6aca1b9e932","block_type":"box","text":"managed portfolios he manages over 1, 3 and 5 year periods measured against the respective benchmark of each portfolio as","page_number":61,"box":{"x":89,"y":263,"width":878,"height":12}},{"id":"f028fdbb-5c05-42bd-8f14-d77df2e101e5","block_type":"box","text":"well as peer group performance. A portion of the discretionary incentive compensation for James Mauro is distributed in the","page_number":61,"box":{"x":88,"y":278,"width":869,"height":13}},{"id":"9d9542f5-7571-40c6-96a6-4257189ee4b6","block_type":"box","text":"form of deferred cash awards that notionally track the returns of select BlackRock, Inc. investment products he manages,","page_number":61,"box":{"x":88,"y":293,"width":846,"height":13}},{"id":"1a86ddbe-2491-480a-8c3d-ed8904443db8","block_type":"box","text":"which provides direct alignment of portfolio manager discretionary incentive compensation with investment product results.","page_number":61,"box":{"x":88,"y":308,"width":872,"height":13}},{"id":"36327f13-ddab-4554-a90e-33339d2b6d1a","block_type":"box","text":"Deferred cash awards vest ratably over a number of years and, once vested, settle in the form of cash.","page_number":61,"box":{"x":89,"y":324,"width":709,"height":12}},{"id":"e0a5db6a-cd2c-4caa-9b0b-456557e3f8bf","block_type":"box","text":"As of October 31, 2025, the Portfolio Managers did not beneficially own shares of the Funds.","page_number":61,"box":{"x":88,"y":350,"width":646,"height":12}},{"id":"bf9ae3e4-9e74-47fe-9fe6-30d6f612c4a0","block_type":"box","text":"Codes of Ethics.","page_number":61,"box":{"x":89,"y":376,"width":114,"height":10}},{"id":"4e93fbf5-b569-438b-b250-b031dcf44a3d","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":61,"box":{"x":211,"y":376,"width":751,"height":13}},{"id":"659a2c4d-140f-4df6-b001-9782e07f879b","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":61,"box":{"x":88,"y":392,"width":833,"height":12}},{"id":"13a69e0b-faee-4ee1-a81e-dda6bcdb2dc8","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":61,"box":{"x":89,"y":407,"width":865,"height":12}},{"id":"44135ccb-07bc-460a-b006-6275a4e670ca","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":61,"box":{"x":88,"y":422,"width":829,"height":12}},{"id":"5fb10f38-225a-43ac-98a5-82d4ce96ffd0","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":61,"box":{"x":89,"y":437,"width":754,"height":12}},{"id":"63ce4822-c520-41c8-be7a-2743b49d9121","block_type":"box","text":"publicinfo@sec.gov.","page_number":61,"box":{"x":89,"y":452,"width":139,"height":12}},{"id":"a233e238-fd18-4eb7-b8af-6caf80fcbdad","block_type":"box","text":"Anti-Money Laundering Requirements.","page_number":61,"box":{"x":88,"y":479,"width":282,"height":12}},{"id":"39fd25d4-f130-4ca4-ae82-ee98dc3fcc2b","block_type":"box","text":"The Funds are subject to the USA PATRIOT Act (the “Patriot Act”). The Patriot Act is","page_number":61,"box":{"x":379,"y":479,"width":588,"height":12}},{"id":"32316234-32d8-4c52-a410-26e8ab18e581","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":61,"box":{"x":89,"y":494,"width":877,"height":12}},{"id":"a1de91bf-77bc-4dd9-b7d7-9d2d39bb503b","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":61,"box":{"x":89,"y":509,"width":870,"height":12}},{"id":"ae5b560b-bfe1-45bb-bbb5-e1714e1f654b","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":61,"box":{"x":88,"y":524,"width":860,"height":12}},{"id":"3eba439b-847d-45a8-9b3b-f350f35bf5c8","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":61,"box":{"x":88,"y":539,"width":807,"height":12}},{"id":"9dff8e95-bf50-4966-9f69-06c27525502b","block_type":"box","text":"compliance with the requirements of the Patriot Act.","page_number":61,"box":{"x":89,"y":554,"width":367,"height":12}},{"id":"bfe8e6c0-e48c-4058-8db1-fac06d87dc74","block_type":"box","text":"The Funds reserve the right to reject purchase orders from persons who have not submitted information sufficient to allow a","page_number":61,"box":{"x":88,"y":581,"width":871,"height":12}},{"id":"47d5b9e0-c517-4f73-a1a0-7c1465296f8f","block_type":"box","text":"Fund to verify their identity. Each Fund also reserves the right to redeem any amounts in a Fund from persons whose identity","page_number":61,"box":{"x":89,"y":596,"width":873,"height":12}},{"id":"d732dc15-d76f-4382-b08b-ec0ff5f23057","block_type":"box","text":"it is unable to verify on a timely basis. It is the Funds’ policy to cooperate fully with appropriate regulators in any","page_number":61,"box":{"x":89,"y":611,"width":782,"height":12}},{"id":"9d28e1e3-61d2-44db-b899-a527a25c3810","block_type":"box","text":"investigations conducted with respect to potential money laundering, terrorism or other illicit activities.","page_number":61,"box":{"x":89,"y":626,"width":721,"height":12}},{"id":"37403177-c73f-48e5-9bc0-85ac77ac396e","block_type":"box","text":"Administrator, Custodian and Transfer Agent.","page_number":61,"box":{"x":88,"y":652,"width":329,"height":13}},{"id":"a8e5875e-dffb-4f2f-a129-fdb7c4f8d009","block_type":"box","text":"iShares iBonds Dec 2030 Term Muni Bond ETF","page_number":61,"box":{"x":88,"y":679,"width":336,"height":10}},{"id":"9286e56c-0dc4-44cb-9a84-2b876b7d732b","block_type":"box","text":"State Street Bank and Trust Company (“State Street”) serves as administrator, custodian and transfer agent for the above","page_number":61,"box":{"x":88,"y":705,"width":852,"height":13}},{"id":"e87ece73-efb5-4e40-82e7-2c38f99d6300","block_type":"box","text":"listed Fund under the Master Services Agreement and related Service Schedule (the “Service Module”). State Street’s","page_number":61,"box":{"x":89,"y":720,"width":817,"height":13}},{"id":"9cd07b39-e6c7-426a-a810-bc543a4f889c","block_type":"box","text":"principal address is One Congress Street, Suite 1, Boston, MA 02114-2016. Pursuant to the Service Module for Fund","page_number":61,"box":{"x":89,"y":736,"width":805,"height":12}},{"id":"da0caf91-1d88-44f1-937f-b1d1f68a6ee1","block_type":"box","text":"Administration and Accounting Services with the Trust, State Street provides necessary administrative, legal, tax and","page_number":61,"box":{"x":88,"y":751,"width":816,"height":12}},{"id":"a41de757-8fab-45f3-bc9c-72319823bce3","block_type":"box","text":"accounting and financial reporting services for the maintenance and operations of the Trust and the Fund. In addition, State","page_number":61,"box":{"x":89,"y":766,"width":867,"height":12}},{"id":"21761b73-ae2a-4be1-8426-e9a766f0013e","block_type":"box","text":"Street makes available the office space, equipment, personnel and facilities required to provide such services. Pursuant to the","page_number":61,"box":{"x":88,"y":781,"width":874,"height":12}},{"id":"c836c50c-a8e7-42c5-ae1a-f42cf0cf0fc7","block_type":"box","text":"Service Module for Custodial Services with the Trust, State Street maintains, in separate accounts, cash, securities and other","page_number":61,"box":{"x":88,"y":796,"width":869,"height":12}},{"id":"e996bf8e-82f0-46bb-aadb-f4a24534f2b7","block_type":"box","text":"assets of the Trust and the Fund, keeps all necessary accounts and records and provides other services. State Street is","page_number":61,"box":{"x":89,"y":811,"width":822,"height":12}},{"id":"f76bdcb4-5b52-469b-a559-9896ea68b292","block_type":"box","text":"required, upon the order of the Trust, to deliver securities held by State Street and to make payments for securities purchased","page_number":61,"box":{"x":89,"y":826,"width":875,"height":13}},{"id":"ad2a54fe-8b67-4721-b06d-a09939c605d7","block_type":"box","text":"by the Trust for the Fund. State Street is authorized to appoint certain foreign custodians or foreign custody managers for","page_number":61,"box":{"x":89,"y":841,"width":850,"height":13}},{"id":"ddd709ea-8d6b-49c9-a759-60e4e6399c23","block_type":"box","text":"Fund investments outside the U.S. Pursuant to the Service Module for Transfer Agency Services with the Trust, State Street","page_number":61,"box":{"x":89,"y":856,"width":858,"height":13}},{"id":"902e9fdf-7257-4506-b0cd-e5db272bcab3","block_type":"box","text":"52","page_number":61,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"00f9f230-4aed-44fb-a00a-8c2716946bd0","block_type":"box","text":"acts as a transfer agent for the Fund’s authorized and issued shares of beneficial interest, and as dividend disbursing agent of","page_number":62,"box":{"x":89,"y":44,"width":877,"height":12}},{"id":"f1ee0a34-c3e7-4735-a0d1-b485550b109e","block_type":"box","text":"the Trust. As compensation for these services, State Street receives certain out-of-pocket costs, transaction fees and asset","page_number":62,"box":{"x":88,"y":59,"width":861,"height":12}},{"id":"d3729b5c-73d1-4960-9f21-e3aa9ae38e2a","block_type":"box","text":"based fees which are accrued daily and paid monthly by BFA. BFA pays the compensation because it has agreed to pay these","page_number":62,"box":{"x":89,"y":74,"width":871,"height":12}},{"id":"dfabf07f-29b5-45ac-b118-841f4c764aaf","block_type":"box","text":"operating expenses under the Investment Advisory Agreement as described therein.","page_number":62,"box":{"x":89,"y":89,"width":587,"height":13}},{"id":"a58021b0-c999-486a-ac58-dc505ece5bc7","block_type":"box","text":"JPMorgan serves as custodian for the Fund in connection with certain securities lending activities under a Custody Services","page_number":62,"box":{"x":88,"y":116,"width":861,"height":12}},{"id":"2e1026da-7c9e-4ef8-8a07-4ff4bc547dba","block_type":"box","text":"Agreement. JPMorgan’s principal address is 383 Madison Avenue, 11","page_number":62,"box":{"x":88,"y":131,"width":479,"height":12}},{"id":"ce2903de-aca7-4ac6-9d39-dd3933aefad6","block_type":"box","text":"th","page_number":62,"box":{"x":570,"y":129,"width":10,"height":6}},{"id":"5be19848-0e6f-4f2f-8d2e-ed2619c7c085","block_type":"box","text":"Floor, New York, NY 10179. Pursuant to the Custody","page_number":62,"box":{"x":586,"y":131,"width":362,"height":12}},{"id":"40a56eae-07ec-4750-9185-249ef9349a32","block_type":"box","text":"Services Agreement with BTC and the Trust, JPMorgan provides custody and related services required to facilitate securities","page_number":62,"box":{"x":88,"y":146,"width":863,"height":12}},{"id":"7629999a-7baa-48a4-aad9-a285324c718f","block_type":"box","text":"lending by the Fund. JPMorgan maintains custody as may be necessary to facilitate Fund securities lending activity in","page_number":62,"box":{"x":89,"y":161,"width":817,"height":12}},{"id":"d89e48b1-8f52-425a-9a73-d19822d498fc","block_type":"box","text":"coordination with other funds, maintains custodial records and provides other services. As compensation for these services,","page_number":62,"box":{"x":89,"y":176,"width":867,"height":13}},{"id":"3d181cc0-7d0c-4250-beea-a29bbff4692d","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":62,"box":{"x":88,"y":191,"width":861,"height":13}},{"id":"f6edeba4-e121-494b-961b-01d2d455d36e","block_type":"box","text":"iShares iBonds Dec 2026 Term Muni Bond ETF, iShares iBonds Dec 2027 Term Muni Bond ETF, iShares iBonds Dec 2028","page_number":62,"box":{"x":88,"y":218,"width":860,"height":11}},{"id":"3567fab6-05fd-47c8-8388-93a2a9fc17e4","block_type":"box","text":"Term Muni Bond ETF, iShares iBonds Dec 2029 Term Muni Bond ETF and iShares iBonds Dec 2031 Term Muni Bond ETF","page_number":62,"box":{"x":89,"y":233,"width":863,"height":11}},{"id":"11fb1045-3409-4b03-b4ec-739a0e0c7c53","block_type":"box","text":"JPMorgan serves as administrator, custodian and transfer agent for the above-listed Funds under the Master Services","page_number":62,"box":{"x":88,"y":259,"width":818,"height":13}},{"id":"c6fc159b-05d0-473c-8e3b-df96ab3079e0","block_type":"box","text":"Agreement (the “Master Services Agreement”). JPMorgan’s principal address is 383 Madison Avenue, 11","page_number":62,"box":{"x":88,"y":274,"width":729,"height":13}},{"id":"e4c00fd1-f0c7-477f-a692-e9ab7cf8a980","block_type":"box","text":"th","page_number":62,"box":{"x":821,"y":272,"width":10,"height":7}},{"id":"93572d85-df08-4e9b-b3e7-c152678e4d3a","block_type":"box","text":"Floor, New York,","page_number":62,"box":{"x":837,"y":274,"width":111,"height":12}},{"id":"06420a1d-7393-4e05-8a53-08f1cc389580","block_type":"box","text":"NY 10179. Pursuant to the Master Services Agreement with the Trust, JPMorgan provides necessary administrative, tax and","page_number":62,"box":{"x":89,"y":290,"width":860,"height":12}},{"id":"8a672671-f969-4bd8-8fcd-daf0406c5e8e","block_type":"box","text":"accounting and financial reporting services for the maintenance and operations of the Trust and each Fund. In addition,","page_number":62,"box":{"x":89,"y":305,"width":837,"height":12}},{"id":"5d8463f4-0fb3-4fab-93a0-339e90faf5d2","block_type":"box","text":"JPMorgan makes available the office space, equipment, personnel and facilities required to provide such services. Pursuant to","page_number":62,"box":{"x":88,"y":320,"width":875,"height":12}},{"id":"98725f5a-265f-401c-aa67-5a0159a56010","block_type":"box","text":"the Master Services Agreement with the Trust, JPMorgan maintains, in separate accounts, cash, securities and other assets of","page_number":62,"box":{"x":88,"y":335,"width":880,"height":12}},{"id":"e8ca38b7-3fd8-43d2-a66d-7b0d65912e4c","block_type":"box","text":"the Trust and each Fund, keeps all necessary accounts and records and provides other services. JPMorgan is required, upon","page_number":62,"box":{"x":88,"y":350,"width":862,"height":12}},{"id":"2696d1e8-47c6-4bcc-8f81-5ad8a357599c","block_type":"box","text":"the order of the Trust, to deliver securities held by JPMorgan and to make payments for securities purchased by the Trust for","page_number":62,"box":{"x":88,"y":365,"width":869,"height":12}},{"id":"c34433a7-d52e-4016-af1b-dec414f44fda","block_type":"box","text":"each Fund. JPMorgan is authorized to appoint certain foreign custodians or foreign custody managers for Fund investments","page_number":62,"box":{"x":89,"y":380,"width":865,"height":13}},{"id":"d04da2c5-035d-4a14-8db4-743335b8e637","block_type":"box","text":"outside the U.S. Pursuant to the Master Services Agreement with the Trust, JPMorgan acts as a transfer agent for each Fund’s","page_number":62,"box":{"x":89,"y":395,"width":877,"height":13}},{"id":"3977eb33-938e-4c34-b02f-5695bd3b28b8","block_type":"box","text":"authorized and issued shares of beneficial interest, and as dividend disbursing agent of the Trust. As compensation for these","page_number":62,"box":{"x":89,"y":410,"width":871,"height":13}},{"id":"55215ccc-f7a9-4f12-a037-422f4df8e019","block_type":"box","text":"services, JPMorgan receives certain out-of-pocket costs, transaction fees and asset-based fees which are accrued daily and","page_number":62,"box":{"x":89,"y":426,"width":859,"height":12}},{"id":"d121db54-54bc-4e47-a64e-bbf3ae15c4fb","block_type":"box","text":"paid monthly by BFA from its management fee. BFA pays the compensation because it has agreed to pay these operating","page_number":62,"box":{"x":89,"y":441,"width":845,"height":12}},{"id":"b495106b-a93b-49fc-a164-68f6db2fcce5","block_type":"box","text":"expenses under the Investment Advisory Agreement as described therein.","page_number":62,"box":{"x":89,"y":456,"width":516,"height":12}},{"id":"f5633d23-97a3-4e6f-a6dc-609168efd08b","block_type":"box","text":"Distributor.","page_number":62,"box":{"x":89,"y":482,"width":80,"height":10}},{"id":"8c0dde03-b352-40b4-a94f-45f5e211078e","block_type":"box","text":"The Distributor’s principal address is 50 Hudson Yards, New York, NY 10001. Shares are continuously offered for","page_number":62,"box":{"x":178,"y":482,"width":783,"height":13}},{"id":"8637f79b-585f-4d01-85b2-608aa75bca21","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":62,"box":{"x":89,"y":497,"width":854,"height":13}},{"id":"628a01a6-547d-4b38-a526-6d53595104d8","block_type":"box","text":"below in the","page_number":62,"box":{"x":89,"y":513,"width":85,"height":9}},{"id":"6a9dfc04-0b56-4b56-8560-08f33accca1e","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":62,"box":{"x":179,"y":513,"width":300,"height":12}},{"id":"91cc908d-f55d-4a6d-afe1-87a20c093f9c","block_type":"box","text":"section of this SAI. Fund shares in amounts less than Creation Units","page_number":62,"box":{"x":484,"y":513,"width":473,"height":9}},{"id":"1c286d2e-f72e-4b32-9daa-cb666492452c","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":62,"box":{"x":89,"y":528,"width":845,"height":12}},{"id":"e3ce0ab3-e270-4f04-a3e1-05266fc24dcd","block_type":"box","text":"applicable Prospectus and, upon request, this SAI to persons purchasing Creation Units and will maintain records of both","page_number":62,"box":{"x":89,"y":543,"width":846,"height":12}},{"id":"398d7eaf-c4c0-4937-bc36-e4d4ee8014db","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":62,"box":{"x":89,"y":558,"width":861,"height":12}},{"id":"187740f7-c6c2-4f03-819b-192fabf59804","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":62,"box":{"x":89,"y":573,"width":852,"height":12}},{"id":"9b1a37a5-7687-4b65-8e79-c31283319dfb","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":62,"box":{"x":89,"y":588,"width":876,"height":12}},{"id":"4fed14bf-89d1-4515-8a8d-7239b358d46f","block_type":"box","text":"in Puerto Rico, the U.S. Virgin Islands and the District of Columbia.","page_number":62,"box":{"x":89,"y":603,"width":462,"height":13}},{"id":"efb3ad56-2072-4298-9790-53db27921311","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":62,"box":{"x":88,"y":630,"width":829,"height":12}},{"id":"02ff9c4b-17bb-43e9-a220-4e80b3d16c6c","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":62,"box":{"x":89,"y":645,"width":840,"height":12}},{"id":"2396b6ce-eb64-4f7c-8291-eac734b10a7e","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":62,"box":{"x":88,"y":660,"width":861,"height":12}},{"id":"cbd5a6a0-fae2-4e50-9d5b-caed9fd912c4","block_type":"box","text":"The Distribution Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).","page_number":62,"box":{"x":88,"y":675,"width":811,"height":12}},{"id":"cc5e82d4-33a4-4c6b-ad58-1fd45ff4bbfb","block_type":"box","text":"The Distributor may also enter into agreements with securities dealers (“Soliciting Dealers”) who will solicit purchases of","page_number":62,"box":{"x":88,"y":702,"width":848,"height":12}},{"id":"0651cb82-dee7-45b0-b223-ae7c878695ce","block_type":"box","text":"Creation Units of Fund shares. Such Soliciting Dealers may also be Authorized Participants (as described below), DTC","page_number":62,"box":{"x":89,"y":717,"width":818,"height":12}},{"id":"9183f036-f250-4b65-8d2e-d3358ff25ff4","block_type":"box","text":"participants and/or investor services organizations.","page_number":62,"box":{"x":89,"y":732,"width":357,"height":12}},{"id":"120cb9e2-a69f-4f7b-b5d7-57cd1ce5e840","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":62,"box":{"x":89,"y":758,"width":847,"height":13}},{"id":"b1ae7d22-2b65-4c52-be1c-b9a7646a1768","block_type":"box","text":"including payments out of its own resources to the Distributor, or to otherwise promote the sale of shares.","page_number":62,"box":{"x":89,"y":773,"width":743,"height":13}},{"id":"0ccbf279-3c78-40c8-b4da-d6cbbc66f35f","block_type":"box","text":"Securities Lending.","page_number":62,"box":{"x":88,"y":800,"width":137,"height":12}},{"id":"ebcdae4c-9d7a-4200-8295-b4e8e446fe59","block_type":"box","text":"To the extent that a Fund engages in securities lending, each Fund conducts its securities lending","page_number":62,"box":{"x":234,"y":800,"width":681,"height":12}},{"id":"d1d4485c-f837-47a6-b3ee-24bf87f63147","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":62,"box":{"x":89,"y":815,"width":872,"height":12}},{"id":"79546d77-0830-4056-a170-b14d0e3ca4fb","block_type":"box","text":"BFA, pursuant to a written agreement (the “Securities Lending Agency Agreement”).","page_number":62,"box":{"x":89,"y":830,"width":592,"height":12}},{"id":"86132959-417f-44bc-9466-e63a15d39677","block_type":"box","text":"53","page_number":62,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"e974e350-dd0b-4559-af11-ac11a0586431","block_type":"box","text":"Each Fund retains a portion of the securities lending income and remits the remaining portion to BTC as compensation for its","page_number":63,"box":{"x":89,"y":44,"width":876,"height":12}},{"id":"97d98f21-b919-469f-be22-8bda94cbf966","block_type":"box","text":"services as securities lending agent. Securities lending income is generally equal to the total of income earned from the","page_number":63,"box":{"x":89,"y":59,"width":833,"height":12}},{"id":"478ef206-3a95-42a8-a119-185b6882b5ab","block_type":"box","text":"reinvestment of cash collateral (and excludes collateral investment fees as defined below), and any fees or other payments to","page_number":63,"box":{"x":89,"y":74,"width":874,"height":12}},{"id":"1f19129b-bce6-496e-bcd1-582c84d43330","block_type":"box","text":"and from borrowers of securities. As securities lending agent, BTC bears all operational costs directly related to securities","page_number":63,"box":{"x":89,"y":89,"width":844,"height":13}},{"id":"2e0d11de-0aa3-479d-90f9-f0b7362ecbf0","block_type":"box","text":"lending, including custodial costs of JPMorgan. Each Fund is responsible for fees in connection with the investment of cash","page_number":63,"box":{"x":89,"y":104,"width":859,"height":13}},{"id":"0b0cb971-d3a8-4b2c-bc29-f733cb62425c","block_type":"box","text":"collateral received for securities on loan in a money market fund managed by BFA (the “collateral investment fees”); however,","page_number":63,"box":{"x":89,"y":119,"width":874,"height":13}},{"id":"ef0dd319-f808-4790-9680-2df01839f95e","block_type":"box","text":"BTC has agreed to reduce the amount of securities lending income it receives in order to effectively limit the collateral","page_number":63,"box":{"x":89,"y":135,"width":820,"height":12}},{"id":"a0be8847-b08a-4891-809c-6050bd4f3ba3","block_type":"box","text":"investment fees the Fund bears to an annual rate of 0.04%. Such money market fund shares will not be subject to a sales","page_number":63,"box":{"x":89,"y":150,"width":846,"height":12}},{"id":"55dae183-bc37-4b60-9809-6c1e124b7a45","block_type":"box","text":"load, redemption fee, distribution fee or service fee.","page_number":63,"box":{"x":89,"y":165,"width":357,"height":12}},{"id":"d39bb7b8-9b9d-49ca-8f5f-c917db9acb55","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":63,"box":{"x":88,"y":191,"width":841,"height":13}},{"id":"c56d801b-46a2-49f2-9514-a5bf82514f74","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":63,"box":{"x":89,"y":206,"width":858,"height":13}},{"id":"0b58d9ce-d772-4377-b681-28c919db2685","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":63,"box":{"x":88,"y":222,"width":844,"height":12}},{"id":"07091842-726f-4b13-affb-a8352013f472","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":63,"box":{"x":88,"y":237,"width":868,"height":12}},{"id":"714fd713-eb61-41f6-9342-0a44c306040a","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":63,"box":{"x":89,"y":252,"width":865,"height":12}},{"id":"77681170-ab12-431b-ba51-98e67d359a43","block_type":"box","text":"fund’s net assets, unless the liquidity costs are de minimis (","page_number":63,"box":{"x":88,"y":267,"width":415,"height":12}},{"id":"d1f15ae4-0629-4543-bb12-a39c628f01ee","block_type":"box","text":"i.e","page_number":63,"box":{"x":504,"y":268,"width":15,"height":9}},{"id":"29feeee2-4392-4440-a981-e05edc7bb69f","block_type":"box","text":"., less than one basis point (0.01%)). The money market fund","page_number":63,"box":{"x":520,"y":267,"width":429,"height":12}},{"id":"4a22eae0-3f11-4aab-a151-dc24247140d6","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":63,"box":{"x":88,"y":282,"width":879,"height":12}},{"id":"a647df77-c320-44c0-96c9-167b67069347","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":63,"box":{"x":88,"y":297,"width":861,"height":12}},{"id":"874b707c-2f30-45ac-9235-f5add7a4a1e9","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":63,"box":{"x":88,"y":312,"width":841,"height":13}},{"id":"3fe0d12e-dc4e-4d18-b3ef-04101865feb9","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":63,"box":{"x":89,"y":327,"width":831,"height":13}},{"id":"35a3680d-2340-485a-8f3b-87c3d12cff48","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":63,"box":{"x":89,"y":342,"width":835,"height":13}},{"id":"10cfb679-f749-41d7-8a52-3f0595f55b3c","block_type":"box","text":"liquidity fee would reduce the Fund’s returns on securities lending.","page_number":63,"box":{"x":89,"y":358,"width":464,"height":12}},{"id":"900d4662-981e-4a15-ae20-d11451555333","block_type":"box","text":"Under the securities lending program, the Funds are categorized into one of several specific asset classes. The determination","page_number":63,"box":{"x":89,"y":384,"width":871,"height":12}},{"id":"8fcfd3f7-fe94-4d69-b1aa-ad4c9b662f19","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":63,"box":{"x":89,"y":399,"width":877,"height":13}},{"id":"38050837-0077-4889-aa8a-71267c282729","block_type":"box","text":"subject to a different fee arrangement, is based on a methodology agreed to by the Trust and BTC.","page_number":63,"box":{"x":89,"y":414,"width":685,"height":13}},{"id":"d23a98c1-23b7-416f-876a-01f3cc384c24","block_type":"box","text":"Pursuant to the current Securities Lending Agency Agreement:","page_number":63,"box":{"x":89,"y":441,"width":439,"height":12}},{"id":"d0cac619-82cf-4a42-8670-0b121bfdcd41","block_type":"box","text":"(i) fixed-income funds, such as the Funds, retain 82% of securities lending income (which excludes collateral investment","page_number":63,"box":{"x":89,"y":467,"width":845,"height":13}},{"id":"60c8f3b0-ed84-43c9-99a6-d6a11a6b5577","block_type":"box","text":"fees), and (ii) this amount can never be less than 70% of the sum of securities lending income plus collateral investment fees.","page_number":63,"box":{"x":88,"y":482,"width":879,"height":13}},{"id":"ce03a86a-5618-4943-bd67-0a36b406569b","block_type":"box","text":"In addition, commencing the business day following the date that the aggregate securities lending income (which includes,","page_number":63,"box":{"x":89,"y":509,"width":863,"height":12}},{"id":"49013d47-df8d-45e6-8fde-c72076024d91","block_type":"box","text":"for this purpose, collateral investment fees) earned across the iShares Complex (as defined in the","page_number":63,"box":{"x":88,"y":524,"width":679,"height":12}},{"id":"90f4d4a1-95fd-4d53-8816-997c2fc6bbf5","block_type":"box","text":"Management — Trustees","page_number":63,"box":{"x":772,"y":524,"width":178,"height":12}},{"id":"99fb5302-bd26-4de4-ad6c-72c5fec610b8","block_type":"box","text":"and Officers","page_number":63,"box":{"x":88,"y":539,"width":84,"height":11}},{"id":"5da5b0f5-7d0b-433d-b9e6-4971d26ea0a2","block_type":"box","text":"section of this SAI) in a calendar year exceeds specified thresholds, each applicable fixed-income fund, pursuant","page_number":63,"box":{"x":177,"y":539,"width":786,"height":12}},{"id":"07172e9e-b8f2-4caa-b702-3ddc3df62399","block_type":"box","text":"to the current Securities Lending Agency Agreement, will receive for the remainder of that calendar year securities lending","page_number":63,"box":{"x":88,"y":554,"width":856,"height":12}},{"id":"ca51c4d0-5c72-4b0f-8e9f-0d23d3954e50","block_type":"box","text":"income as follows:","page_number":63,"box":{"x":89,"y":569,"width":128,"height":10}},{"id":"c1d7928b-a8e7-4122-b49e-ca4566583068","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":63,"box":{"x":89,"y":596,"width":862,"height":12}},{"id":"efed73b1-cc2c-48e7-8391-9be93110101d","block_type":"box","text":"70% of the sum of securities lending income plus collateral investment fees.","page_number":63,"box":{"x":89,"y":611,"width":532,"height":12}},{"id":"2bdd3440-c0aa-4774-8d05-ca0b0893342d","block_type":"box","text":"The services provided to the Funds by BTC in the most recent fiscal year ended October 31, 2025 primarily included the","page_number":63,"box":{"x":88,"y":637,"width":834,"height":13}},{"id":"a5b869ed-a64b-41d0-a73e-7e326d888884","block_type":"box","text":"following:","page_number":63,"box":{"x":88,"y":652,"width":68,"height":13}},{"id":"13c3f5c5-e9b5-4609-ab30-1886cf132c35","block_type":"box","text":"(1) selecting borrowers from an approved list of borrowers and executing a securities lending agreement as agent on","page_number":63,"box":{"x":109,"y":679,"width":817,"height":12}},{"id":"09039618-59c5-47df-b878-5aed65f5c234","block_type":"box","text":"behalf of the Funds with each such borrower;","page_number":63,"box":{"x":109,"y":694,"width":316,"height":11}},{"id":"a399e327-9b78-42e7-a25d-2e2d63646d71","block_type":"box","text":"(2) negotiating the terms of securities loans, including the amount of fees;","page_number":63,"box":{"x":109,"y":720,"width":519,"height":13}},{"id":"f050bf38-bc5c-4d6a-95e7-5d2974b82a69","block_type":"box","text":"(3) directing the delivery of loaned securities;","page_number":63,"box":{"x":109,"y":747,"width":314,"height":12}},{"id":"787d058b-96ac-4659-86d5-f678e62d78d0","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":63,"box":{"x":109,"y":773,"width":836,"height":13}},{"id":"b103c317-9d3b-4b45-81d4-86f56106b4ca","block_type":"box","text":"excess collateral, as necessary;","page_number":63,"box":{"x":108,"y":788,"width":214,"height":13}},{"id":"a459532c-c244-4863-a16d-2a24dfaf00ea","block_type":"box","text":"(5) investing cash collateral received in connection with any loaned securities;","page_number":63,"box":{"x":109,"y":815,"width":543,"height":12}},{"id":"b30787aa-a2bb-472a-b10a-036b67588c9d","block_type":"box","text":"(6) monitoring distributions on loaned securities (for example, interest and dividend activity);","page_number":63,"box":{"x":109,"y":841,"width":652,"height":13}},{"id":"a35f0877-f0ed-4039-8050-1d1ecfd94ac7","block_type":"box","text":"54","page_number":63,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"e7d52f2b-10b1-4014-9daa-4389eb879647","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":64,"box":{"x":109,"y":44,"width":821,"height":12}},{"id":"0504b94d-2c99-4ede-8e8d-ce765a0268d3","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":64,"box":{"x":109,"y":59,"width":839,"height":12}},{"id":"caff3748-c1f0-4941-a07c-e366c54552a5","block_type":"box","text":"securities; and","page_number":64,"box":{"x":108,"y":74,"width":100,"height":11}},{"id":"45308eb2-b453-4ec8-b5d8-6a0816fe7dd4","block_type":"box","text":"(8) terminating securities loans and arranging for the return of loaned securities to the Funds at loan termination.","page_number":64,"box":{"x":109,"y":101,"width":793,"height":12}},{"id":"a727c1f6-087f-48de-913d-d65bd04a002d","block_type":"box","text":"Each Fund had no income and fees/compensation related to securities lending activities during its most recent fiscal year.","page_number":64,"box":{"x":89,"y":127,"width":853,"height":12}},{"id":"df31d118-ffcc-4f6b-9b18-d60f78b7de31","block_type":"box","text":"Payments by BFA and its Affiliates.","page_number":64,"box":{"x":89,"y":153,"width":247,"height":13}},{"id":"a3cc7df8-7c4e-4b19-a3b1-1426436ff533","block_type":"box","text":"BFA and/or its affiliates (“BFA Entities”) pay certain broker-dealers, registered","page_number":64,"box":{"x":346,"y":153,"width":540,"height":13}},{"id":"04739c4e-0aa5-4a7a-9368-f81a9e85ba6a","block_type":"box","text":"investment advisers, banks and other financial intermediaries (“Intermediaries”) for certain activities related to the Fund and","page_number":64,"box":{"x":89,"y":169,"width":870,"height":12}},{"id":"976f3dba-7c31-4ae3-9fd0-aacb2f99ca0c","block_type":"box","text":"other funds or products sponsored and/or advised by BFA Entities (collectively for purposes of this section, the “Products”).","page_number":64,"box":{"x":89,"y":184,"width":866,"height":12}},{"id":"1315a267-98b0-4977-b171-f3185eabcc9a","block_type":"box","text":"BFA Entities make these payments from their own assets and not from the assets of the Fund. Although a portion of BFA","page_number":64,"box":{"x":89,"y":199,"width":843,"height":12}},{"id":"9df47a98-a8fe-4098-afa8-8ab1dbc23a1d","block_type":"box","text":"Entities’ revenue comes directly or indirectly in part from fees paid by the Fund or other Products (including, if applicable, any","page_number":64,"box":{"x":89,"y":214,"width":876,"height":12}},{"id":"816bed60-9658-403f-a7e8-89a28066d843","block_type":"box","text":"underlying Products held by the Fund), these payments do not increase the price paid by investors for the purchase of shares","page_number":64,"box":{"x":89,"y":229,"width":873,"height":12}},{"id":"e5c940b5-9bb2-4387-9a30-7f27b96daf07","block_type":"box","text":"of, or the cost of owning, the Fund or other Products. BFA Entities make payments for Intermediaries’ participation in","page_number":64,"box":{"x":89,"y":244,"width":816,"height":13}},{"id":"e10aec5d-5ad1-40d0-9cf8-c7084c658d8c","block_type":"box","text":"activities that are designed to make registered representatives, other professionals and individual investors more","page_number":64,"box":{"x":89,"y":259,"width":785,"height":13}},{"id":"a18101f0-5a7c-479e-a45d-28c41dcfdc4e","block_type":"box","text":"knowledgeable about exchange-traded products, including the Fund and other Products, or for other activities, such as","page_number":64,"box":{"x":89,"y":274,"width":834,"height":13}},{"id":"1062c657-4d82-48dc-ade8-a98f4cda5de6","block_type":"box","text":"participation in marketing activities and presentations, educational training programs, conferences, the development of","page_number":64,"box":{"x":89,"y":290,"width":836,"height":12}},{"id":"4013702d-4f69-4cd2-b311-b37f58864cee","block_type":"box","text":"technology platforms and reporting systems (“Education Costs”). BFA Entities also make payments to Intermediaries for","page_number":64,"box":{"x":88,"y":305,"width":841,"height":12}},{"id":"b9f701ae-b12c-4eb4-94b7-6a498aaf1750","block_type":"box","text":"certain printing, publishing and mailing costs or materials relating to the Fund or other Products (“Publishing Costs”). In","page_number":64,"box":{"x":89,"y":320,"width":841,"height":12}},{"id":"ed451e61-a2d6-477e-a85f-85635a814bfc","block_type":"box","text":"addition, BFA Entities make payments to Intermediaries that make shares of the Fund or other Products available to their","page_number":64,"box":{"x":89,"y":335,"width":843,"height":12}},{"id":"1306c0aa-5943-4c3b-80ac-5cd809dc30cb","block_type":"box","text":"clients, in some cases at a waived or reduced commission rate or ticket charge, develop new products that feature iShares,","page_number":64,"box":{"x":89,"y":350,"width":856,"height":12}},{"id":"d43343db-4a1f-4ec6-ae57-91d728e0208b","block_type":"box","text":"create educational content about the Fund or other Products that is featured on an Intermediary’s platform, or otherwise","page_number":64,"box":{"x":89,"y":365,"width":846,"height":12}},{"id":"ad1f2eec-bb2b-4dc7-9341-8191d15220b2","block_type":"box","text":"promote the Fund or other Products. BFA Entities may also reimburse expenses or make payments from their own assets to","page_number":64,"box":{"x":89,"y":380,"width":864,"height":13}},{"id":"4bcb8031-13aa-4eb1-9531-0f16a7feb6b0","block_type":"box","text":"Intermediaries or other persons in consideration of services or other activities that the BFA Entities believe may benefit the","page_number":64,"box":{"x":89,"y":395,"width":854,"height":13}},{"id":"22f8d6e0-cb2b-4644-abcc-3717718c6dc1","block_type":"box","text":"business of the BFA Entities or facilitate investment in the Fund or other Products. Payments of the type described above are","page_number":64,"box":{"x":89,"y":410,"width":868,"height":13}},{"id":"55623858-0fd0-487d-803c-93cc553e548c","block_type":"box","text":"sometimes referred to as revenue-sharing payments.","page_number":64,"box":{"x":89,"y":426,"width":369,"height":12}},{"id":"fd446650-13fa-40f0-b95a-1d89bcd623ce","block_type":"box","text":"Payments to an Intermediary may be significant to the Intermediary, and amounts that Intermediaries pay to your","page_number":64,"box":{"x":89,"y":452,"width":795,"height":12}},{"id":"3051919d-df0d-4519-99db-3d1222d9dab8","block_type":"box","text":"salesperson or other investment professional may also be significant for your salesperson or other investment professional.","page_number":64,"box":{"x":89,"y":467,"width":861,"height":13}},{"id":"c81062ed-c817-4351-89c7-003bdb598225","block_type":"box","text":"Because an Intermediary may make decisions about which investment options it will recommend or make available to its","page_number":64,"box":{"x":89,"y":482,"width":845,"height":13}},{"id":"422844b1-d751-4b4c-8532-ea5bf8bdc589","block_type":"box","text":"clients, what services to provide for various products or what marketing content to make available to its clients based on","page_number":64,"box":{"x":89,"y":497,"width":842,"height":13}},{"id":"166fc39e-4cb5-4867-be0e-886962f0af07","block_type":"box","text":"payments it receives or is eligible to receive, such payments may create conflicts of interest between the Intermediary and its","page_number":64,"box":{"x":89,"y":513,"width":871,"height":12}},{"id":"c9522d88-7fca-4cb8-bdbf-c589298b5c66","block_type":"box","text":"clients. These financial incentives may cause the Intermediary to recommend the Fund or other Products or otherwise","page_number":64,"box":{"x":89,"y":528,"width":827,"height":12}},{"id":"fc0c7a18-c929-4091-a581-2175daff0383","block_type":"box","text":"promote the Fund or other Products over other investments. The same conflicts of interest and financial incentives exist with","page_number":64,"box":{"x":89,"y":543,"width":874,"height":12}},{"id":"3aea8af9-88c3-4c89-924c-93a17d0e01e8","block_type":"box","text":"respect to your salesperson or other investment professional if he or she receives similar payments from his or her","page_number":64,"box":{"x":89,"y":558,"width":798,"height":12}},{"id":"e94029b4-c675-4d00-8a61-069bdfbf7960","block_type":"box","text":"Intermediary firm.","page_number":64,"box":{"x":89,"y":573,"width":125,"height":12}},{"id":"6d6fdac3-068d-4731-8f74-df909630850c","block_type":"box","text":"In addition to the payments described above, BFA Entities have developed proprietary tools, calculators and related","page_number":64,"box":{"x":89,"y":599,"width":802,"height":13}},{"id":"1d1baa19-d839-4ee1-9d86-7e14372ebb2c","block_type":"box","text":"interactive or digital content that is made available through the www.blackrock.com website at no additional cost to","page_number":64,"box":{"x":89,"y":615,"width":812,"height":12}},{"id":"fe404a4f-e35b-43d7-857b-98e1822696af","block_type":"box","text":"Intermediaries. BlackRock may configure these tools and calculators and localize the content for Intermediaries as part of its","page_number":64,"box":{"x":89,"y":630,"width":868,"height":12}},{"id":"9dd4fffa-7369-4e86-894b-3fd5b73eaacd","block_type":"box","text":"customary digital marketing support and promotion of the Fund or other Products.","page_number":64,"box":{"x":89,"y":645,"width":581,"height":12}},{"id":"2a97dfa4-253d-47cf-8149-a995472615ad","block_type":"box","text":"As of March 1, 2013, BFA Entities have contractual arrangements to make payments (in addition to payments for Education","page_number":64,"box":{"x":88,"y":671,"width":862,"height":13}},{"id":"6e4f001d-2a9b-4e27-bdfc-f040e0c03304","block_type":"box","text":"Costs or Publishing Costs) to one Intermediary, Fidelity Brokerage Services LLC (“FBS”). Effective June 4, 2016, this","page_number":64,"box":{"x":89,"y":686,"width":795,"height":13}},{"id":"a8a1437c-49b4-402a-943b-8360693ffd83","block_type":"box","text":"relationship was expanded to include National Financial Services, LLC (“NFS”), an affiliate of FBS. Pursuant to this special,","page_number":64,"box":{"x":89,"y":702,"width":847,"height":12}},{"id":"79c7cec4-eec9-4db3-8a6e-a3a4ab5f07d5","block_type":"box","text":"long-term and significant arrangement (the “Marketing Program”), FBS, NFS and certain of their affiliates (collectively","page_number":64,"box":{"x":89,"y":717,"width":824,"height":12}},{"id":"4c3c271b-7a6a-488a-a260-5aa18706fa00","block_type":"box","text":"“Fidelity”) have agreed, among other things, to actively promote certain funds and Products to customers, investment","page_number":64,"box":{"x":89,"y":732,"width":826,"height":12}},{"id":"ea26e5b4-d2cc-42ec-89f7-99b8ceebd854","block_type":"box","text":"professionals and other intermediaries and in advertising campaigns as the preferred exchange-traded product, to offer","page_number":64,"box":{"x":89,"y":747,"width":835,"height":12}},{"id":"824f0f72-c9db-4463-9303-56b9fef88041","block_type":"box","text":"certain funds and Products in certain Fidelity platforms and investment programs, in some cases at a waived or reduced","page_number":64,"box":{"x":89,"y":762,"width":838,"height":12}},{"id":"3e774eb9-bf15-4973-bc08-6bad73c42fd3","block_type":"box","text":"commission rate or ticket charge, and to provide marketing data to BFA Entities. BFA Entities have agreed to facilitate the","page_number":64,"box":{"x":89,"y":777,"width":844,"height":12}},{"id":"cea50b19-1039-4346-bf47-6d5e477fbedc","block_type":"box","text":"Marketing Program by, among other things, making certain payments to FBS and NFS for marketing and implementing","page_number":64,"box":{"x":89,"y":792,"width":831,"height":13}},{"id":"ee2f52f1-87c4-40f1-9c42-fa2b33073b6e","block_type":"box","text":"certain brokerage and investment programs. Upon termination of the arrangement, the BFA Entities will make additional","page_number":64,"box":{"x":89,"y":807,"width":840,"height":13}},{"id":"158edead-ab76-4cbb-b69e-da29dc72203b","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":64,"box":{"x":89,"y":822,"width":856,"height":13}},{"id":"1183d4f6-687f-4020-8bc1-62ea4b8cacf4","block_type":"box","text":"the level of services provided by FBS and NFS during the wind-down period.","page_number":64,"box":{"x":88,"y":838,"width":529,"height":12}},{"id":"1bb84590-9515-4c00-aa89-31eefb646ae8","block_type":"box","text":"55","page_number":64,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"cde277ff-6ef1-4625-9915-e8542a29158e","block_type":"box","text":"In addition, BFA Entities have entered into other contractual arrangements with Intermediaries and certain other third parties","page_number":65,"box":{"x":89,"y":44,"width":873,"height":12}},{"id":"b87530c2-780c-4aa8-b8da-0739214cbb45","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":65,"box":{"x":88,"y":59,"width":824,"height":12}},{"id":"1566fec8-2c5c-4ae3-a009-8ade155a1b12","block_type":"box","text":"Products. Such agreements can include payments by BFA Entities to such Intermediaries and third parties for data collection","page_number":65,"box":{"x":89,"y":74,"width":868,"height":12}},{"id":"e2f51de7-a079-4323-a93f-7c5cf2cfb46b","block_type":"box","text":"and provision, technology support, platform enhancement, or educational content, co-marketing and cross-promotional","page_number":65,"box":{"x":89,"y":89,"width":844,"height":13}},{"id":"a30ef4dd-e1e3-441f-8b34-70c7450a7168","block_type":"box","text":"efforts. In certain cases, such payments to Intermediaries are subject to certain minimum payment levels or tiered payments.","page_number":65,"box":{"x":89,"y":104,"width":871,"height":13}},{"id":"70a5b82e-6bb0-4254-b46b-70adee016b08","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":65,"box":{"x":88,"y":119,"width":850,"height":13}},{"id":"73d71644-0b35-476a-a2e2-97c0011b605d","block_type":"box","text":"diligence” payments for an Intermediary’s review of such funds and Products; payment for providing employee training and","page_number":65,"box":{"x":89,"y":135,"width":863,"height":12}},{"id":"e19c575a-d294-4017-8df8-df8355cf1741","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":65,"box":{"x":89,"y":150,"width":864,"height":12}},{"id":"1e3f1915-0638-4ed1-8833-823cc0103ef0","block_type":"box","text":"registered representatives, salespersons or other personnel, fees for maintaining an Intermediary’s investor platform, “shelf","page_number":65,"box":{"x":89,"y":165,"width":861,"height":12}},{"id":"b2f30288-604d-493f-a066-c4b8571dd8b7","block_type":"box","text":"space” payments for making such funds and Products available on the Intermediary’s platform or fees for providing","page_number":65,"box":{"x":89,"y":180,"width":807,"height":12}},{"id":"cd851c9d-2306-4ee4-8784-e47f75968e35","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":65,"box":{"x":89,"y":195,"width":871,"height":12}},{"id":"c4d275aa-4a75-4d49-9a03-1e4c8b14bf75","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":65,"box":{"x":89,"y":210,"width":875,"height":13}},{"id":"75f020c1-b4a4-4ebb-ac73-e53d139a6c8c","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":65,"box":{"x":89,"y":225,"width":851,"height":13}},{"id":"c8f5bf68-df78-4722-a3ed-7792891886ab","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":65,"box":{"x":89,"y":240,"width":855,"height":13}},{"id":"8e18e580-aaab-4233-8605-214be0e77fa9","block_type":"box","text":"the Intermediaries and other third parties (or their respective affiliates) receiving one or more types of the contractual","page_number":65,"box":{"x":88,"y":256,"width":821,"height":12}},{"id":"e353ec03-f589-4f2f-a923-b3d92f293a51","block_type":"box","text":"payments described above include (in addition to FBS and NFS): &Partners, Advisor Credit Exchange, AE Wealth","page_number":65,"box":{"x":89,"y":271,"width":780,"height":12}},{"id":"36ca71b9-bf2a-41da-a09a-fe444e790e07","block_type":"box","text":"Management, LLC, American Enterprise Investment Services, Inc., Avantax Investment Services, Inc., BNY Mellon Capital","page_number":65,"box":{"x":89,"y":286,"width":839,"height":12}},{"id":"d5febcf4-ad27-43b0-9fdb-833f9712f23c","block_type":"box","text":"Markets, LLC, BNY Mellon Performance & Risk Analytics, LLC, Cetera Financial Group, Inc., Charles Schwab & Co., Inc.,","page_number":65,"box":{"x":89,"y":301,"width":821,"height":12}},{"id":"99f28bf2-34d9-4964-bf29-1fb052340e20","block_type":"box","text":"Clearstream Fund Centre AG, Commonwealth Equity Services, LLC, Dorsey Wright and Associates, LLC, Dynasty Financial","page_number":65,"box":{"x":89,"y":316,"width":847,"height":12}},{"id":"2de86267-b69b-4e65-b149-42ff23757077","block_type":"box","text":"Partners LLC, E*Trade Securities LLC, Envestnet Asset Management, Inc., iCapital Markets LLC, Interactive Brokers LLC, LPL","page_number":65,"box":{"x":89,"y":331,"width":858,"height":12}},{"id":"d856da26-3112-46a3-b824-1b1edfcd8f34","block_type":"box","text":"Financial LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MML Investors Services, LLC, Morgan Stanley Smith Barney","page_number":65,"box":{"x":89,"y":346,"width":877,"height":13}},{"id":"73d604e0-d9f1-4355-903b-379aae3c023e","block_type":"box","text":"LLC, Northwestern Mutual Investment Services, LLC, Orion Portfolio Solutions, LLC, Pershing LLC, Raymond James Financial","page_number":65,"box":{"x":89,"y":361,"width":862,"height":13}},{"id":"3b8761e1-4f72-4d84-9bfb-f631cafeb8f4","block_type":"box","text":"Services, Inc., Riskalyze, Inc., Sanctuary Wealth Group, LLC, UBS Financial Services Inc., Wells Fargo Clearing Services, LLC and","page_number":65,"box":{"x":88,"y":376,"width":878,"height":13}},{"id":"0d5451a7-d6a8-4767-bb7d-6870bf15f609","block_type":"box","text":"Wells Fargo Advisors Financial Network, LLC. Any additions, modifications, or deletions to Intermediaries and other third","page_number":65,"box":{"x":88,"y":392,"width":842,"height":12}},{"id":"5651c337-412f-49cf-99d8-f38fdfb73f0c","block_type":"box","text":"parties listed above that have occurred since the date of this SAI are not included in the list.","page_number":65,"box":{"x":89,"y":407,"width":637,"height":12}},{"id":"a07e6f88-17a0-4f1d-a783-7ae31d452525","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":65,"box":{"x":89,"y":433,"width":861,"height":13}},{"id":"bd02043a-b59f-452d-8967-0c2cbb5eeddc","block_type":"box","text":"immediately preceding paragraph. BFA Entities may determine to make such payments based on any number of metrics. For","page_number":65,"box":{"x":89,"y":448,"width":870,"height":13}},{"id":"43363af8-fc52-45b7-8f01-411b3e5eb982","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":65,"box":{"x":89,"y":463,"width":826,"height":13}},{"id":"9a000ac0-5384-40b8-a86d-57bcaaf3cd16","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":65,"box":{"x":89,"y":479,"width":821,"height":12}},{"id":"ae4f2c9a-8fef-4358-b5e4-d43eb560bcb9","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":65,"box":{"x":89,"y":494,"width":805,"height":12}},{"id":"f0b67a4c-0498-4d8f-9457-19eac46740bc","block_type":"box","text":"maximum payment, or any combination of the foregoing. Please contact your salesperson or other investment professional","page_number":65,"box":{"x":89,"y":509,"width":862,"height":12}},{"id":"936a312d-2a1d-499c-9457-8f46bdb60203","block_type":"box","text":"for more information regarding any such payments or financial incentives his or her Intermediary firm may receive. Any","page_number":65,"box":{"x":88,"y":524,"width":835,"height":12}},{"id":"d75528db-d34c-42cd-9af0-9c6384134674","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":65,"box":{"x":89,"y":539,"width":823,"height":12}},{"id":"56098665-39f6-4177-991b-3ae048e5e9d2","block_type":"box","text":"Intermediary to encourage customers to buy shares of the Fund or other Products.","page_number":65,"box":{"x":89,"y":554,"width":578,"height":12}},{"id":"8ce91c64-8d8f-404e-b947-898c33bb5d66","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":65,"box":{"x":88,"y":581,"width":864,"height":12}},{"id":"7850a1ac-577c-425d-bfc2-49876ab0d14d","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":65,"box":{"x":89,"y":596,"width":814,"height":12}},{"id":"37a24adf-01bd-49e1-a803-9cca84273b69","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":65,"box":{"x":89,"y":611,"width":859,"height":12}},{"id":"7f735a90-25f5-4047-9a4b-f1628326bcc7","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":65,"box":{"x":88,"y":626,"width":865,"height":12}},{"id":"f7437fa6-7fe5-46ce-b251-418650eaf2c9","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":65,"box":{"x":88,"y":641,"width":847,"height":12}},{"id":"d0d69c9b-5f51-49b9-8c36-182b5d910dfe","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":65,"box":{"x":89,"y":656,"width":851,"height":13}},{"id":"b460dce4-6b6a-4b53-b385-ed676a79befd","block_type":"box","text":"not be paid from any Fund assets. Other funds managed by BFA may also participate in such programs.","page_number":65,"box":{"x":89,"y":671,"width":722,"height":13}},{"id":"6111d83d-89ad-4100-b24b-4ab529acd69d","block_type":"box","text":"Determination of Net Asset Value","page_number":65,"box":{"x":91,"y":702,"width":558,"height":23}},{"id":"a0f37ce1-9138-4021-82ee-1ddf4e00f598","block_type":"box","text":"Valuation of Shares.","page_number":65,"box":{"x":88,"y":743,"width":144,"height":10}},{"id":"a757c8d7-05c3-492f-8fe7-2fbb4365ab5e","block_type":"box","text":"The NAV for each Fund is generally calculated as of the close of regular trading hours on the NYSE","page_number":65,"box":{"x":237,"y":743,"width":687,"height":12}},{"id":"647a861d-2445-453c-b8b3-4a782ae028cb","block_type":"box","text":"(normally 4:00 p.m. Eastern Time) on each business day the NYSE is open. Valuation of assets held by a Fund is as follows:","page_number":65,"box":{"x":89,"y":758,"width":854,"height":13}},{"id":"6ce8fd30-441a-4fc4-a71d-eb2ee5601556","block_type":"box","text":"Equity Investments.","page_number":65,"box":{"x":89,"y":785,"width":139,"height":12}},{"id":"694861ec-0b19-4ea0-800f-0e5776706922","block_type":"box","text":"Equity securities traded on a recognized securities exchange (","page_number":65,"box":{"x":235,"y":785,"width":429,"height":12}},{"id":"623f7ad7-723c-428d-91bf-1192b43bcc9a","block_type":"box","text":"e.g.","page_number":65,"box":{"x":665,"y":788,"width":23,"height":9}},{"id":"d01539d0-149b-4986-8fd7-b1b554d1fe35","block_type":"box","text":", NYSE), on separate trading boards of a","page_number":65,"box":{"x":690,"y":785,"width":277,"height":12}},{"id":"b50716f2-464a-489b-ad13-83cb0510a0d6","block_type":"box","text":"securities exchange or through a market system that provides contemporaneous transaction pricing information (each an","page_number":65,"box":{"x":89,"y":800,"width":853,"height":12}},{"id":"b9004e0b-8b44-4fca-9902-6698768fee16","block_type":"box","text":"“Exchange”) are valued using information obtained via independent pricing services, generally at the Exchange closing price","page_number":65,"box":{"x":89,"y":815,"width":869,"height":12}},{"id":"f298f988-d644-4626-bae7-20c1af33a5c6","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":65,"box":{"x":89,"y":830,"width":874,"height":12}},{"id":"6c7c94eb-d6af-4e98-bffe-bd9b0a19d579","block_type":"box","text":"or liabilities are valued. However, under certain circumstances, other means of determining current market value may be","page_number":65,"box":{"x":89,"y":845,"width":841,"height":12}},{"id":"bba5326d-8ae0-4c8a-9331-1d02f7007209","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":65,"box":{"x":89,"y":860,"width":872,"height":13}},{"id":"8baa132e-d8f2-433f-9582-5c46adf39530","block_type":"box","text":"56","page_number":65,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"c8be9e90-af1a-4c90-9f8b-d0a8a2c8081f","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":66,"box":{"x":88,"y":44,"width":838,"height":12}},{"id":"8de97956-fb46-46f9-8f79-ce35d6c13094","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":66,"box":{"x":88,"y":59,"width":848,"height":12}},{"id":"09bf8c09-0d64-4a6c-967a-0cf17d3ee420","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":66,"box":{"x":89,"y":74,"width":829,"height":12}},{"id":"5dd5d63c-fd8f-408d-86d2-38c36620d9d2","block_type":"box","text":"below).","page_number":66,"box":{"x":89,"y":89,"width":50,"height":13}},{"id":"81062b69-10d8-4cf8-be79-3c4550a19577","block_type":"box","text":"Fixed-Income Investments.","page_number":66,"box":{"x":89,"y":116,"width":194,"height":10}},{"id":"a46cada9-fa09-4c3c-a2e8-59e88ae31bc3","block_type":"box","text":"Fixed-income securities are valued using the last available bid prices or current market","page_number":66,"box":{"x":289,"y":116,"width":603,"height":12}},{"id":"f43126bf-4fea-4d77-9861-61ebad91f965","block_type":"box","text":"quotations provided by dealers or prices (including evaluated prices) supplied by the Funds’ approved independent third","page_number":66,"box":{"x":89,"y":131,"width":846,"height":12}},{"id":"d139d8a6-11e4-4d67-8049-97664a2a5a3a","block_type":"box","text":"party pricing services, each in accordance with BFA’s Valuation Procedures. The pricing services may use matrix pricing or","page_number":66,"box":{"x":89,"y":146,"width":854,"height":12}},{"id":"5e4f6c31-ac3f-465f-b275-b2c0a11ea44b","block_type":"box","text":"valuation models that utilize certain inputs and assumptions to derive values, including transaction data (","page_number":66,"box":{"x":88,"y":161,"width":737,"height":12}},{"id":"5dfbc2bd-a7d6-4ac6-81a8-2b11c5dc3e63","block_type":"box","text":"e.g.","page_number":66,"box":{"x":826,"y":164,"width":23,"height":9}},{"id":"35279215-3f4a-4df5-b75e-2aaa7fa6cdc4","block_type":"box","text":", recent","page_number":66,"box":{"x":851,"y":162,"width":52,"height":10}},{"id":"6744ca8f-c4a2-40ac-abcd-74187eb78ab5","block_type":"box","text":"representative bids and offers), credit quality information, perceived market movements, news, and other relevant","page_number":66,"box":{"x":89,"y":176,"width":795,"height":13}},{"id":"68bf0802-bb2e-4cbe-9f35-1f9eb3d38066","block_type":"box","text":"information. Pricing services also may consider yields or prices of securities of comparable quality, coupon, maturity and","page_number":66,"box":{"x":89,"y":191,"width":842,"height":13}},{"id":"6261f6b6-2c26-4e3f-8312-cd3f5b68cd17","block_type":"box","text":"type; indications as to values from dealers; general market conditions; and/or other factors and assumptions. Pricing services","page_number":66,"box":{"x":88,"y":206,"width":878,"height":13}},{"id":"7b8f1f64-b450-4253-a5ba-d3bad3b8a4f1","block_type":"box","text":"generally value fixed-income securities assuming orderly transactions of an institutional round lot size, but a Fund may hold","page_number":66,"box":{"x":89,"y":222,"width":865,"height":12}},{"id":"3b9b107e-445f-45b4-ba64-471c4d04e891","block_type":"box","text":"or transact in such securities in smaller, odd lot sizes. Odd lots of securities in certain asset classes may trade at lower prices","page_number":66,"box":{"x":89,"y":237,"width":866,"height":12}},{"id":"56fc044b-6379-432a-b776-67420cd11928","block_type":"box","text":"than institutional round lots, and the value ultimately realized when the securities are sold could differ from the prices used","page_number":66,"box":{"x":88,"y":252,"width":860,"height":12}},{"id":"7b667b0a-6b2b-4545-a9ac-b80d83b71fae","block_type":"box","text":"by a Fund. The amortized cost method of valuation may be used with respect to debt obligations with 60 days or less","page_number":66,"box":{"x":89,"y":267,"width":819,"height":12}},{"id":"05159bad-c720-455a-b13d-14497e83553f","block_type":"box","text":"remaining to maturity unless BFA determines in good faith that such method does not represent fair value. Certain fixed","page_number":66,"box":{"x":89,"y":282,"width":844,"height":12}},{"id":"7f2d2e4f-ceb5-4cba-9130-e9c7b4e98b09","block_type":"box","text":"income investments, including asset-backed and mortgage-related securities, may be valued based on valuation models that","page_number":66,"box":{"x":89,"y":297,"width":874,"height":12}},{"id":"2679f318-4ad8-40ca-8009-109309efa547","block_type":"box","text":"consider the estimated cash flows of each tranche of the issuer, establish a benchmark yield and develop an estimated","page_number":66,"box":{"x":89,"y":312,"width":829,"height":13}},{"id":"e8955997-7a50-46ec-9c1d-40fdf8484223","block_type":"box","text":"tranche-specific spread to the benchmark yield based on the unique attributes of the tranche.","page_number":66,"box":{"x":88,"y":327,"width":656,"height":13}},{"id":"a0ebe6ef-23b8-41de-986a-4680b8867b8f","block_type":"box","text":"Options, Futures, Swaps and Other Derivatives.","page_number":66,"box":{"x":89,"y":354,"width":337,"height":12}},{"id":"76f3b3c0-cf84-40e4-85b5-74fba5a68d75","block_type":"box","text":"Exchange-traded equity options (except ETF options, equity index options","page_number":66,"box":{"x":432,"y":354,"width":518,"height":12}},{"id":"2f0844e3-30ec-4414-8026-73952cf20115","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":66,"box":{"x":89,"y":369,"width":874,"height":12}},{"id":"1042dc69-0dc3-4f12-bcb0-30bf2167c3cd","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":66,"box":{"x":89,"y":384,"width":868,"height":12}},{"id":"09a8aa58-feda-4e21-8c5d-85047993b54f","block_type":"box","text":"price available for such exchange-traded equity option held by a Fund on a day on which the Fund values such option, the","page_number":66,"box":{"x":89,"y":399,"width":853,"height":13}},{"id":"257f5b99-6004-4615-830f-7eda74210780","block_type":"box","text":"last bid (long positions) or ask (short positions) price, if available, will be used as the value of such option. If no bid or ask","page_number":66,"box":{"x":89,"y":414,"width":848,"height":13}},{"id":"a3f869b2-6e2f-4f2b-a1a9-0cfda60b0bf0","block_type":"box","text":"price is available on a day on which a Fund values such option, the prior day’s price will be used, unless BFA determines that","page_number":66,"box":{"x":89,"y":429,"width":867,"height":13}},{"id":"02b0fc81-3de3-434e-80b4-c32587677355","block_type":"box","text":"such prior day’s price no longer reflects the fair value of the option, in which case such option will be treated as a Fair Value","page_number":66,"box":{"x":89,"y":445,"width":862,"height":12}},{"id":"4a23b847-8060-4c64-9fd0-d16e80a5f0ed","block_type":"box","text":"Asset. Customized exchange-traded equity options, ETF options, equity index options and OTC derivatives may be valued","page_number":66,"box":{"x":88,"y":460,"width":848,"height":12}},{"id":"a21bf19a-388c-4c43-b7ce-a7ff84c2f715","block_type":"box","text":"using a mathematical model which may incorporate a number of market data factors. Financial futures contracts and","page_number":66,"box":{"x":89,"y":475,"width":822,"height":12}},{"id":"13aafad6-5b0c-4166-8ece-e45b149b6d60","block_type":"box","text":"options thereon, which are traded on exchanges, are valued at their last sale price or settle price as of the close of such","page_number":66,"box":{"x":89,"y":490,"width":830,"height":12}},{"id":"8521e359-e6a9-48c5-9be9-afeaa934352d","block_type":"box","text":"exchanges. Swap agreements and other derivatives are generally valued daily based upon quotations from market makers or","page_number":66,"box":{"x":89,"y":505,"width":872,"height":12}},{"id":"b4d76443-4530-428f-9cb5-cf15f6dc73fa","block_type":"box","text":"by a pricing service in accordance with the Valuation Procedures.","page_number":66,"box":{"x":89,"y":520,"width":454,"height":12}},{"id":"d22e8578-df87-40c6-ae6e-91477fd8a320","block_type":"box","text":"Underlying Funds.","page_number":66,"box":{"x":89,"y":547,"width":130,"height":12}},{"id":"908a3b8d-f60f-4260-9688-e5c1845d97cf","block_type":"box","text":"Shares of underlying open-end funds (including money market funds) are valued at NAV. Shares of","page_number":66,"box":{"x":224,"y":547,"width":694,"height":12}},{"id":"4dacacb4-cc08-46f2-afa6-1f7c3796c5e4","block_type":"box","text":"underlying exchange-traded closed-end funds or other ETFs will be valued at their most recent closing price.","page_number":66,"box":{"x":89,"y":562,"width":759,"height":12}},{"id":"a5f945af-0296-4c33-ab82-7eb26ceb1384","block_type":"box","text":"General Valuation Information.","page_number":66,"box":{"x":89,"y":588,"width":222,"height":10}},{"id":"782c73bd-5bf9-4227-bcb4-e1ac88258865","block_type":"box","text":"Prices obtained from independent third-party pricing services, broker-dealers or market","page_number":66,"box":{"x":317,"y":588,"width":612,"height":12}},{"id":"f8cb8f7e-5d56-40af-a09d-3c26960c1ea6","block_type":"box","text":"makers to value a Fund’s securities and other assets and liabilities are based on information available at the time the Fund","page_number":66,"box":{"x":89,"y":603,"width":851,"height":10}},{"id":"684f224f-7800-4537-84a1-1b8c912d0b3a","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":66,"box":{"x":88,"y":618,"width":853,"height":13}},{"id":"127fcd3e-7dec-4a71-ab20-f067c16eec0f","block_type":"box","text":"which a Fund valued such security, the revised pricing service quotation generally will be applied prospectively. Such","page_number":66,"box":{"x":88,"y":633,"width":813,"height":13}},{"id":"b652cf79-4f81-42b0-b8d2-4d36d177e072","block_type":"box","text":"determination will be made considering pertinent facts and circumstances surrounding the revision.","page_number":66,"box":{"x":89,"y":649,"width":700,"height":12}},{"id":"0c68abac-a401-4d1b-82f7-26142b864d66","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":66,"box":{"x":88,"y":675,"width":867,"height":12}},{"id":"599496fb-58a4-452b-96a8-3eb55f71e47f","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":66,"box":{"x":89,"y":690,"width":866,"height":13}},{"id":"b0ddbe67-9f6d-4af3-a785-1d1e762898c5","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":66,"box":{"x":89,"y":705,"width":859,"height":13}},{"id":"f9927144-b018-406d-a766-17c3bdf4e9d3","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":66,"box":{"x":89,"y":720,"width":846,"height":13}},{"id":"d2fa3364-95aa-4bb6-a579-8a15d5a117a4","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":66,"box":{"x":89,"y":736,"width":876,"height":12}},{"id":"7ee8f066-b495-4ef2-bfe9-23ed1ad3ae4b","block_type":"box","text":"errors by pricing services or other third-party service providers.","page_number":66,"box":{"x":89,"y":751,"width":439,"height":12}},{"id":"407cf79b-3909-4e3c-9a97-9d8a3b2cf3ee","block_type":"box","text":"All cash, receivables and current payables are carried on a Fund’s books at their fair value.","page_number":66,"box":{"x":88,"y":777,"width":627,"height":12}},{"id":"e9cd5902-0dad-4825-9b80-a36b8b89abd2","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":66,"box":{"x":89,"y":804,"width":871,"height":12}},{"id":"5bf6e546-d557-438f-a63f-a36e761d3adf","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":66,"box":{"x":88,"y":819,"width":823,"height":12}},{"id":"209e02ad-66c1-41e2-b1f3-c0ba7d288b37","block_type":"box","text":"accordance with a method approved by BFA, the Funds’ valuation designee, as reflecting fair value. All other assets and","page_number":66,"box":{"x":89,"y":834,"width":832,"height":12}},{"id":"f16ae68d-9d1a-4206-a000-3b446e6b1510","block_type":"box","text":"liabilities (including securities for which market quotations are not readily available) held by a Fund (including restricted","page_number":66,"box":{"x":89,"y":849,"width":836,"height":12}},{"id":"3db4142e-591b-42ae-afde-06a5cf656b96","block_type":"box","text":"57","page_number":66,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"d686e9b1-0803-41eb-aadc-7db4ef88f264","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":67,"box":{"x":89,"y":44,"width":862,"height":12}},{"id":"7bbb754f-6eed-4900-80e4-a3136e5ff3c1","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":67,"box":{"x":89,"y":59,"width":805,"height":12}},{"id":"a1e49202-75ec-42a5-80e5-05988c7eff32","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":67,"box":{"x":89,"y":85,"width":874,"height":13}},{"id":"d0bcccbc-541c-481d-93d6-26366e7e8d7b","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":67,"box":{"x":89,"y":101,"width":826,"height":12}},{"id":"2d494764-f7cb-4771-aaf8-301eed2126cc","block_type":"box","text":"performance and the performance of the Underlying Index.","page_number":67,"box":{"x":89,"y":116,"width":413,"height":12}},{"id":"c5922751-f656-4fc7-91c7-93cbebed8f10","block_type":"box","text":"Fair Value.","page_number":67,"box":{"x":89,"y":142,"width":73,"height":10}},{"id":"098532e2-df0a-4c80-8fad-30e46e365d57","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":67,"box":{"x":167,"y":142,"width":796,"height":12}},{"id":"b114fdb3-d862-4bea-9f8d-02913713530e","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":67,"box":{"x":88,"y":157,"width":854,"height":13}},{"id":"cfa761d9-9abe-456e-a8cb-7dc08b64f1da","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":67,"box":{"x":89,"y":172,"width":820,"height":13}},{"id":"5e533ccc-d823-4eb8-beae-64038cdbcb78","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":67,"box":{"x":89,"y":188,"width":837,"height":12}},{"id":"9cd4fa63-2872-4b4d-94c6-023f4c23b751","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":67,"box":{"x":89,"y":203,"width":855,"height":12}},{"id":"361389bc-122e-4101-b591-883c9a734238","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":67,"box":{"x":89,"y":218,"width":851,"height":12}},{"id":"7007cd4e-a1dc-497b-a43d-d9cc49901728","block_type":"box","text":"unreliable (","page_number":67,"box":{"x":89,"y":233,"width":77,"height":12}},{"id":"8c4f4ed8-8c73-414d-b6ce-a89726353d13","block_type":"box","text":"e.g.","page_number":67,"box":{"x":167,"y":236,"width":23,"height":9}},{"id":"9475fc92-80f3-437d-92b9-ed5961727f93","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":67,"box":{"x":192,"y":233,"width":745,"height":12}},{"id":"4d39d766-f4cb-42ae-8d3a-ebb9bd3f3104","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":67,"box":{"x":89,"y":248,"width":839,"height":12}},{"id":"01e3d4e1-560a-42bc-81d8-4eca1578b8bd","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":67,"box":{"x":88,"y":263,"width":822,"height":12}},{"id":"ee7e118f-7b93-4a16-8b27-f5e35c19b822","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":67,"box":{"x":89,"y":278,"width":860,"height":13}},{"id":"c8de1bb3-ea1c-4809-a216-6bf36b1c7423","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":67,"box":{"x":89,"y":293,"width":862,"height":13}},{"id":"2390fb6f-0688-4e0a-bff5-8b6b2c7cb953","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":67,"box":{"x":89,"y":308,"width":864,"height":13}},{"id":"a37ca7cc-a928-4be2-b3fc-1ccda7e6a1f8","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":67,"box":{"x":89,"y":324,"width":864,"height":12}},{"id":"8a9724b2-5e05-4fc9-bf48-1b9c35119285","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":67,"box":{"x":89,"y":339,"width":858,"height":12}},{"id":"41ac3286-f015-4be0-b251-e1bf8a10142f","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":67,"box":{"x":89,"y":354,"width":829,"height":12}},{"id":"2d6e8f62-3a1f-41c2-9139-c82f63365e8b","block_type":"box","text":"liability, in which case such asset or liability would be treated as a Fair Value Asset.","page_number":67,"box":{"x":89,"y":369,"width":573,"height":12}},{"id":"c1da515b-0e90-4bce-a7e4-a167626451d2","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":67,"box":{"x":89,"y":395,"width":874,"height":13}},{"id":"98d6cb3f-4465-4077-893a-3aac12998a51","block_type":"box","text":"a proprietary multi-factor model after the relevant foreign markets have closed. This systematic fair value pricing","page_number":67,"box":{"x":89,"y":410,"width":787,"height":13}},{"id":"e9fe463f-2090-425b-9149-cfd32157e9f9","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":67,"box":{"x":89,"y":426,"width":867,"height":12}},{"id":"7d3f01b3-7d88-4e21-87cc-313ba7ca9c0d","block_type":"box","text":"local markets to the prices that might have prevailed as of a Fund’s pricing time.","page_number":67,"box":{"x":89,"y":441,"width":559,"height":12}},{"id":"b2d7af8c-e00c-4fde-8cdb-0402df35ab68","block_type":"box","text":"BFA’s Rule 2a-5 Committee is responsible for reviewing and approving methodologies by investment type and significant","page_number":67,"box":{"x":89,"y":467,"width":843,"height":13}},{"id":"3b3d45a0-750d-4ea1-b5df-de1cb8c8f9e3","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":67,"box":{"x":89,"y":482,"width":874,"height":13}},{"id":"f71c6bf5-e07b-4072-a55f-d7f423cd84f8","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":67,"box":{"x":89,"y":497,"width":847,"height":13}},{"id":"b6a041d5-21cb-4039-bd6b-f7f2a4c8b95c","block_type":"box","text":"regularly evaluates the values assigned to the securities and other assets and liabilities of a Fund.","page_number":67,"box":{"x":89,"y":513,"width":676,"height":12}},{"id":"3ac0a376-77f7-45d2-8a30-0bca3b0ae894","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":67,"box":{"x":88,"y":539,"width":868,"height":12}},{"id":"8280fa28-c674-42b6-ad95-62d10b712bf6","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":67,"box":{"x":88,"y":554,"width":838,"height":12}},{"id":"2f1b617a-8ce1-4440-821c-acf7b50ba6e7","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":67,"box":{"x":89,"y":569,"width":847,"height":13}},{"id":"fc698116-00dd-4e18-a062-a386c19b8272","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":67,"box":{"x":89,"y":584,"width":856,"height":13}},{"id":"3d473b56-aacb-4220-ab20-d58a30e5b4b8","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":67,"box":{"x":89,"y":599,"width":877,"height":13}},{"id":"545b2dab-e81e-4196-a35e-f01fc4e9990d","block_type":"box","text":"by BFA using proprietary or third-party valuation models.","page_number":67,"box":{"x":89,"y":615,"width":397,"height":12}},{"id":"68a5052c-7395-4a81-bb9d-604c437b6a0f","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":67,"box":{"x":89,"y":641,"width":848,"height":12}},{"id":"14095b0f-28fb-4898-a718-48ee61ebaf0d","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":67,"box":{"x":89,"y":656,"width":865,"height":13}},{"id":"d2e78b1c-279f-4a7e-808d-c24d02b9a606","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":67,"box":{"x":89,"y":671,"width":878,"height":13}},{"id":"2e252c73-b489-4256-83bd-12a2ae5d40eb","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":67,"box":{"x":89,"y":686,"width":795,"height":13}},{"id":"b2b5c1b6-1c9c-4a70-965f-a9c2883a2f22","block_type":"box","text":"transactions in the relevant investment (or comparable instruments) or, where appropriate, an appraisal by a third-party","page_number":67,"box":{"x":88,"y":702,"width":839,"height":12}},{"id":"ab985ef0-a734-4e3b-bccb-a02a430a4d69","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":67,"box":{"x":89,"y":717,"width":801,"height":12}},{"id":"57642541-5e7d-4816-8f52-4f528f4210ad","block_type":"box","text":"investment.","page_number":67,"box":{"x":89,"y":733,"width":80,"height":8}},{"id":"cb2f599c-57bc-4279-88bf-ad2cde56e9a3","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":67,"box":{"x":88,"y":758,"width":865,"height":13}},{"id":"15754ef6-6f56-4913-bcc7-56b5d72c7a73","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":67,"box":{"x":89,"y":773,"width":843,"height":13}},{"id":"85bb3961-d112-4930-88c3-b2cb0408b6c9","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":67,"box":{"x":89,"y":788,"width":850,"height":13}},{"id":"10e97ab9-7306-4c77-a229-5b6352f5ef69","block_type":"box","text":"effect of diluting or increasing the economic interest of existing shareholders.","page_number":67,"box":{"x":89,"y":804,"width":540,"height":12}},{"id":"7962c68c-59be-4640-812d-11c8784d74f0","block_type":"box","text":"A Fund’s annual audited financial statements, which are prepared in accordance with accounting principles generally","page_number":67,"box":{"x":88,"y":830,"width":821,"height":12}},{"id":"e05ef920-10ec-482b-98ea-7958b6cc3656","block_type":"box","text":"accepted in the United States of America (“US GAAP”), follow the requirements for valuation set forth in Financial","page_number":67,"box":{"x":89,"y":845,"width":795,"height":12}},{"id":"b3bff9b3-4039-4cba-b7ce-440dda293314","block_type":"box","text":"Accounting Standards Board Accounting Standards Codification Topic 820, “Fair Value Measurements and Disclosures”","page_number":67,"box":{"x":88,"y":860,"width":838,"height":13}},{"id":"960c179d-05ef-4b00-a6e2-d71428bb53cc","block_type":"box","text":"58","page_number":67,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"df2f0ee1-f941-4855-8ea5-91461f8bfb29","block_type":"box","text":"(“ASC 820”), which defines and establishes a framework for measuring fair value under US GAAP and expands financial","page_number":68,"box":{"x":89,"y":44,"width":835,"height":12}},{"id":"652910c3-d3ed-4cfe-95e8-b3888a89a950","block_type":"box","text":"statement disclosure requirements relating to fair value measurements.","page_number":68,"box":{"x":89,"y":59,"width":499,"height":12}},{"id":"8b4dc285-3b53-4b63-a518-35bb7a04d33b","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":68,"box":{"x":89,"y":85,"width":870,"height":13}},{"id":"2c41fbe8-7446-44dd-9ab1-3a4f2f02be1f","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":68,"box":{"x":89,"y":101,"width":839,"height":12}},{"id":"b4293fa0-b890-42b6-9c21-b7e8c6eaef28","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":68,"box":{"x":88,"y":116,"width":863,"height":12}},{"id":"01497a24-51a1-4a64-9555-a1d96abf6b39","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":68,"box":{"x":88,"y":131,"width":863,"height":12}},{"id":"df7a6dbc-c652-495a-8d96-7b2058d2775e","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":68,"box":{"x":89,"y":146,"width":778,"height":12}},{"id":"4c86f440-1b64-406e-b7db-7bd943fc5d69","block_type":"box","text":"Brokerage Transactions","page_number":68,"box":{"x":91,"y":177,"width":390,"height":29}},{"id":"83bd0d4f-3a04-4926-acbb-712d0ff0186a","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":68,"box":{"x":88,"y":218,"width":863,"height":12}},{"id":"76623288-67bc-46f0-a134-3e11a52fe7c1","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":68,"box":{"x":89,"y":233,"width":835,"height":12}},{"id":"12b585ca-1d88-49cb-ac94-e07a4fcf6415","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":68,"box":{"x":89,"y":248,"width":824,"height":12}},{"id":"9a640945-f573-4865-a31c-b3e1847a0d39","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":68,"box":{"x":89,"y":263,"width":877,"height":12}},{"id":"84ee17ad-9bc4-48ad-a934-dca425334997","block_type":"box","text":"in positioning blocks of securities. While BFA generally seeks reasonable trade execution costs, a Fund does not necessarily","page_number":68,"box":{"x":89,"y":278,"width":861,"height":13}},{"id":"c63a4bef-ae0c-4d19-9ffb-2a98edb79f08","block_type":"box","text":"pay the lowest spread or commission available, and payment of the lowest commission or spread is not necessarily","page_number":68,"box":{"x":89,"y":293,"width":805,"height":13}},{"id":"c530d5ec-5563-4261-be25-1f8f9be22bf5","block_type":"box","text":"consistent with obtaining the best price and execution in particular transactions. Subject to applicable legal requirements,","page_number":68,"box":{"x":89,"y":308,"width":851,"height":13}},{"id":"273f0838-375e-4fbb-aef0-6935cd53a997","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":68,"box":{"x":89,"y":324,"width":876,"height":12}},{"id":"01f07161-6a1b-486d-a729-eb4523548b0b","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":68,"box":{"x":89,"y":339,"width":807,"height":12}},{"id":"6a5c2fd2-b71b-4734-a3e2-d72f99c261d1","block_type":"box","text":"determines in good faith that the commission is reasonable in relation to the services provided.","page_number":68,"box":{"x":89,"y":354,"width":664,"height":12}},{"id":"d7b57df3-d909-45d0-8846-8ff510e91538","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":68,"box":{"x":89,"y":380,"width":825,"height":13}},{"id":"599dce3b-3425-4e80-be73-601ff24f469b","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":68,"box":{"x":89,"y":395,"width":878,"height":13}},{"id":"90124ae7-1bdf-420d-873d-ac9213a892f0","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":68,"box":{"x":89,"y":410,"width":846,"height":13}},{"id":"7a855dc8-1a66-4e01-95c3-2fc2533447bf","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":68,"box":{"x":89,"y":426,"width":865,"height":12}},{"id":"51a3d15e-755c-4c91-aab8-c1e74ce42165","block_type":"box","text":"the market for the particular security or instrument, including any anticipated execution difficulties; (v) the full range of","page_number":68,"box":{"x":88,"y":441,"width":835,"height":12}},{"id":"8e244b96-4c1a-415e-ab38-53f51307eda9","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":68,"box":{"x":89,"y":456,"width":860,"height":12}},{"id":"c19f4899-b44b-4796-a9c3-b6329d131ae2","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":68,"box":{"x":89,"y":471,"width":816,"height":12}},{"id":"88f01a69-a911-4f66-859f-538516389431","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":68,"box":{"x":89,"y":486,"width":846,"height":12}},{"id":"65a7f8b7-d173-43e2-b5e6-b2036761ae17","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":68,"box":{"x":88,"y":501,"width":870,"height":13}},{"id":"ba2a2be0-fc2f-4b28-b510-f775cced835e","block_type":"box","text":"other circumstances.","page_number":68,"box":{"x":89,"y":516,"width":146,"height":10}},{"id":"196f7bad-34fa-42c8-ba6e-03e161abb1a2","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":68,"box":{"x":88,"y":543,"width":863,"height":12}},{"id":"e1e5a1ce-6c65-4770-a48f-93e8cb39a823","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":68,"box":{"x":89,"y":558,"width":844,"height":12}},{"id":"84097406-a26d-4687-86ed-d15f4ea8ba91","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":68,"box":{"x":89,"y":573,"width":871,"height":12}},{"id":"d1e1b476-3536-430b-968d-459a3c13c3ab","block_type":"box","text":"services provided by that broker or dealer. This includes commissions paid on riskless principal transactions in securities","page_number":68,"box":{"x":89,"y":588,"width":839,"height":12}},{"id":"41701d20-ed1f-4dbb-ab6f-62faa6315b11","block_type":"box","text":"under certain conditions.","page_number":68,"box":{"x":89,"y":603,"width":174,"height":10}},{"id":"367d84b4-9e1d-4ebe-b783-dc5e5d01529f","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":68,"box":{"x":89,"y":630,"width":869,"height":12}},{"id":"baa8ceea-29e7-428e-ac15-5d57d75f8369","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":68,"box":{"x":89,"y":645,"width":844,"height":12}},{"id":"4770d604-5160-4b48-b6b0-28b0507cdc03","block_type":"box","text":"adopted rules expressly permitting these types of arrangements under certain circumstances. Generally, the broker will","page_number":68,"box":{"x":89,"y":660,"width":831,"height":12}},{"id":"e3a80961-3c48-408c-9457-7f767da72bf6","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":68,"box":{"x":89,"y":675,"width":807,"height":12}},{"id":"7cf50152-39c1-4d16-85bc-674beda26042","block_type":"box","text":"transactions. These arrangements may not fall within the safe harbor of Section 28(e).","page_number":68,"box":{"x":88,"y":690,"width":605,"height":13}},{"id":"4be19941-8e36-42d1-8d91-a90f61945ff8","block_type":"box","text":"OTC issues, including most fixed-income securities such as corporate debt and U.S. Government securities, are normally","page_number":68,"box":{"x":89,"y":717,"width":842,"height":12}},{"id":"8ad5a199-8e1b-429b-9072-49a1b4ff8f21","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":68,"box":{"x":88,"y":732,"width":861,"height":12}},{"id":"247d83b9-1038-4316-8026-966da41493ea","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":68,"box":{"x":89,"y":747,"width":811,"height":12}},{"id":"d6e6fa07-64d3-47ed-bd47-ae8fcea551ba","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":68,"box":{"x":89,"y":762,"width":853,"height":12}},{"id":"9100354b-301a-47d1-a84d-990b991229ed","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":68,"box":{"x":88,"y":777,"width":875,"height":12}},{"id":"9fb78205-9a36-4228-93b5-35da181923ba","block_type":"box","text":"the specific security at the time, and includes the dealer’s normal profit.","page_number":68,"box":{"x":88,"y":792,"width":501,"height":13}},{"id":"5314a8b2-07d1-49d3-add5-91ff1a323c9f","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":68,"box":{"x":89,"y":819,"width":866,"height":12}},{"id":"4eeaafab-3ccb-4fcb-accb-b58df52bcdd0","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":68,"box":{"x":88,"y":834,"width":820,"height":12}},{"id":"5f71506f-5037-4046-a529-a7d67171c5e5","block_type":"box","text":"transactions is obtained from the SEC. Since transactions in the OTC market usually involve transactions with the dealers","page_number":68,"box":{"x":88,"y":849,"width":845,"height":12}},{"id":"e511cabc-a1ec-4da7-a22b-09ee478e794a","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":68,"box":{"x":89,"y":864,"width":826,"height":12}},{"id":"55346814-67f2-4cb9-8599-6ca7467966a2","block_type":"box","text":"59","page_number":68,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"a0f89d1d-561a-401b-a616-cdc5aad0d407","block_type":"box","text":"affiliated persons in connection with such transactions. The Funds will not purchase securities during the existence of any","page_number":69,"box":{"x":89,"y":44,"width":854,"height":12}},{"id":"5ae96fc1-0f1f-431b-932b-deba002c0c34","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":69,"box":{"x":89,"y":59,"width":853,"height":12}},{"id":"e2c38183-deed-43ef-a067-8f5e8695bfbc","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":69,"box":{"x":88,"y":74,"width":875,"height":12}},{"id":"8c508298-8b88-4272-94a0-c2034e3dce27","block_type":"box","text":"Act.","page_number":69,"box":{"x":88,"y":90,"width":27,"height":9}},{"id":"84ef6b96-8027-4a09-a92b-b7a5f1f8b22b","block_type":"box","text":"Purchases of money market instruments by the Funds are made from dealers, underwriters and issuers. The Funds do not","page_number":69,"box":{"x":89,"y":116,"width":854,"height":12}},{"id":"cb2d031e-b695-4129-987b-d7a5db4e3684","block_type":"box","text":"currently expect to incur any brokerage commission expense on such transactions because money market instruments are","page_number":69,"box":{"x":89,"y":131,"width":860,"height":12}},{"id":"cb4deec9-ea74-470c-9fa9-9f90e0684222","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":69,"box":{"x":89,"y":146,"width":855,"height":12}},{"id":"2f5ed1ab-e1ce-4c61-90d3-fe49a4ea1bb8","block_type":"box","text":"price of the security, however, usually includes a profit to the dealer.","page_number":69,"box":{"x":89,"y":161,"width":472,"height":12}},{"id":"8fb74142-24ad-4291-ac75-bad09cd3473f","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":69,"box":{"x":89,"y":188,"width":831,"height":12}},{"id":"87b1bea7-7094-411f-b60d-a1f89fddc545","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":69,"box":{"x":89,"y":203,"width":865,"height":12}},{"id":"6042368f-4e5e-4fda-b264-fd8e2525769c","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":69,"box":{"x":89,"y":218,"width":867,"height":12}},{"id":"c3af2eb3-cf96-4643-94c2-eb030c27f1fe","block_type":"box","text":"other brokers or dealers in comparable transactions.","page_number":69,"box":{"x":89,"y":233,"width":364,"height":12}},{"id":"ad244e47-16ba-4dcb-86a3-1d75065ef3aa","block_type":"box","text":"Securities purchased in underwritten offerings include a fixed amount of compensation to the underwriter, generally referred","page_number":69,"box":{"x":88,"y":259,"width":874,"height":13}},{"id":"6c2a0b3b-e887-4607-bf38-934ae617820f","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":69,"box":{"x":88,"y":274,"width":824,"height":13}},{"id":"2a465158-5dd8-4cd3-89de-b3453b1f78c1","block_type":"box","text":"commissions or discounts are paid.","page_number":69,"box":{"x":89,"y":290,"width":246,"height":12}},{"id":"1e423534-3fe5-412e-9098-8906d5b1b90a","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":69,"box":{"x":89,"y":316,"width":847,"height":12}},{"id":"371ddfb6-f3a4-46d8-a16d-5234b76e836b","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":69,"box":{"x":89,"y":331,"width":835,"height":12}},{"id":"d4f73d56-b3b8-4c13-bb28-c7c5fd938191","block_type":"box","text":"allocations. These factors include: (i) investment objectives or strategies for particular accounts, including sector, industry,","page_number":69,"box":{"x":89,"y":346,"width":854,"height":13}},{"id":"f6ee5844-425e-48f0-9af3-930252ddcc7f","block_type":"box","text":"country or region and capitalization weightings; (ii) tax considerations of an account; (iii) risk or investment concentration","page_number":69,"box":{"x":89,"y":361,"width":854,"height":13}},{"id":"e0f6d37d-b8a5-47b9-a10a-31a563d4cedc","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":69,"box":{"x":89,"y":376,"width":842,"height":13}},{"id":"59460d17-f83c-4747-be69-ce1dd895e4ac","block_type":"box","text":"cash availability and liquidity requirements for accounts; (vii) regulatory restrictions; (viii) minimum investment size of an","page_number":69,"box":{"x":89,"y":392,"width":845,"height":12}},{"id":"0b0125bc-c68c-49a6-8038-a06f969f1c7d","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":69,"box":{"x":89,"y":407,"width":812,"height":12}},{"id":"f216cbec-01f7-413d-a285-2de021df27dd","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":69,"box":{"x":89,"y":422,"width":876,"height":12}},{"id":"8ec44fad-80be-4aca-b122-49a6965e3fae","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":69,"box":{"x":89,"y":437,"width":866,"height":12}},{"id":"cc799948-a545-41c1-a598-1d8ff566f152","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":69,"box":{"x":89,"y":452,"width":842,"height":12}},{"id":"605ddddb-8bef-4ef0-b342-cd0a8330228a","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":69,"box":{"x":89,"y":467,"width":871,"height":13}},{"id":"79c04922-a374-440d-acca-6766a1a9229c","block_type":"box","text":"or benefits to be rendered to BlackRock; or (v) to manage or equalize investment performance among different client","page_number":69,"box":{"x":89,"y":482,"width":817,"height":13}},{"id":"312d54ca-193b-4672-b601-06a586d2c183","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":69,"box":{"x":89,"y":497,"width":862,"height":13}},{"id":"cd297238-3ab9-467e-a05d-4139eddbfc54","block_type":"box","text":"in which the Funds may invest.","page_number":69,"box":{"x":89,"y":513,"width":215,"height":12}},{"id":"68e1214e-673d-488e-b471-050b2e19a374","block_type":"box","text":"Initial public offerings (“IPOs”) of securities may be over-subscribed and subsequently trade at a premium in the secondary","page_number":69,"box":{"x":89,"y":539,"width":862,"height":12}},{"id":"0dcff153-0f73-488d-8d06-6287c45a924f","block_type":"box","text":"market. When BFA is given an opportunity to invest in such an initial offering or “new” or “hot” issue, the supply of securities","page_number":69,"box":{"x":89,"y":554,"width":872,"height":12}},{"id":"401be17f-c2d9-46b5-ae09-aca166473a35","block_type":"box","text":"available for client accounts is often less than the amount of securities the accounts would otherwise take. In order to","page_number":69,"box":{"x":89,"y":569,"width":823,"height":10}},{"id":"7a38110a-cb15-419f-931a-9833f8c62a3b","block_type":"box","text":"allocate these investments fairly and equitably among client accounts over time, each portfolio manager or a member of his","page_number":69,"box":{"x":89,"y":584,"width":867,"height":13}},{"id":"c1ea1c82-451e-403f-a208-6cc9b4e4d2e6","block_type":"box","text":"or her respective investment team will indicate to BFA’s trading desk their level of interest in a particular offering with respect","page_number":69,"box":{"x":89,"y":599,"width":872,"height":13}},{"id":"8d9d8e10-60a8-4989-a79a-b05ef68703cb","block_type":"box","text":"to eligible clients’ accounts for which that team is responsible. IPOs of U.S. equity securities will be identified as eligible for","page_number":69,"box":{"x":88,"y":615,"width":855,"height":12}},{"id":"426f4adb-c9e0-418e-bfbf-7dcac0337845","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":69,"box":{"x":89,"y":630,"width":859,"height":12}},{"id":"b0ec5a34-8c7b-44e9-84f7-37527fbb5397","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":69,"box":{"x":89,"y":645,"width":863,"height":12}},{"id":"788a7135-b9f4-4eb3-8567-7812e340f347","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":69,"box":{"x":89,"y":660,"width":870,"height":12}},{"id":"3113c89b-ab86-4326-ab96-613368b4a504","block_type":"box","text":"shares received during the IPO will be allocated among participating client accounts within each investment mandate on a","page_number":69,"box":{"x":89,"y":675,"width":856,"height":12}},{"id":"569a124c-bded-46cc-9c8c-44315dd1b371","block_type":"box","text":"pro rata","page_number":69,"box":{"x":87,"y":691,"width":56,"height":12}},{"id":"5661fe78-5826-4b65-8f89-3c2637ba2ceb","block_type":"box","text":"basis. This","page_number":69,"box":{"x":149,"y":690,"width":71,"height":10}},{"id":"6d99db82-892b-4fa2-8591-e17016e563d9","block_type":"box","text":"pro rata","page_number":69,"box":{"x":224,"y":691,"width":56,"height":12}},{"id":"617767e4-599d-4b07-bb8e-40f3e940ae4b","block_type":"box","text":"allocation may result in a Fund receiving less of a particular security than if pro-rating had not","page_number":69,"box":{"x":285,"y":690,"width":656,"height":13}},{"id":"10751469-1de3-4434-a352-007ee21fbe1e","block_type":"box","text":"occurred. All allocations of securities will be subject, where relevant, to share minimums established for accounts and","page_number":69,"box":{"x":89,"y":705,"width":822,"height":13}},{"id":"339d40d9-56d4-4c93-a647-c2a8f1a6d9d2","block_type":"box","text":"compliance constraints. In situations where supply is too limited to be allocated among all accounts for which the","page_number":69,"box":{"x":89,"y":720,"width":797,"height":13}},{"id":"f3cb29c5-d20a-42ce-a004-82e25f47a34f","block_type":"box","text":"investment is eligible, portfolio managers may rotate such investment opportunities among one or more accounts so long as","page_number":69,"box":{"x":89,"y":736,"width":873,"height":12}},{"id":"6874976f-20de-4d9c-ad39-3194c614909a","block_type":"box","text":"the rotation system provides for fair access for all client accounts over time. Other allocation methodologies that are","page_number":69,"box":{"x":88,"y":751,"width":814,"height":12}},{"id":"e6fab80d-2a61-4a8b-916a-70d2e39b0537","block_type":"box","text":"considered by BFA to be fair and equitable to clients may be used as well.","page_number":69,"box":{"x":89,"y":766,"width":510,"height":12}},{"id":"ad182b7b-3ef9-47c4-97c4-daa4f41aca46","block_type":"box","text":"Because different accounts may have differing investment objectives and policies, BFA may buy and sell the same securities","page_number":69,"box":{"x":89,"y":792,"width":861,"height":13}},{"id":"91b23789-37a7-456f-8d9f-8d0bfb1915e4","block_type":"box","text":"at the same time for different clients based on the particular investment objective, guidelines and strategies of those","page_number":69,"box":{"x":89,"y":807,"width":811,"height":13}},{"id":"d524b667-fb38-49a9-bf52-4ba48f1cd613","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":69,"box":{"x":89,"y":822,"width":850,"height":13}},{"id":"1930995a-7685-486e-9b80-40733295fc59","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":69,"box":{"x":88,"y":838,"width":878,"height":12}},{"id":"304998f5-d878-49b4-b302-fe0b60546af3","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":69,"box":{"x":88,"y":853,"width":860,"height":12}},{"id":"3026a663-cdfc-44dc-95d5-031f9b5f38f4","block_type":"box","text":"60","page_number":69,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"c49bfb03-b9f2-4d9d-b370-1dbf4debeec8","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":70,"box":{"x":88,"y":44,"width":865,"height":12}},{"id":"e0e09e07-9732-44a8-8e5e-4531ea2da4c2","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":70,"box":{"x":89,"y":59,"width":843,"height":12}},{"id":"ed1bbf85-fae3-4adc-a51a-d9fb53f90d39","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":70,"box":{"x":89,"y":74,"width":831,"height":12}},{"id":"4a888e17-4c30-4262-abf4-ba81d293a3df","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":70,"box":{"x":89,"y":89,"width":854,"height":13}},{"id":"f736572f-4d08-4965-bc97-31d8b99f04d9","block_type":"box","text":"insofar as feasible, for the respective funds and clients in a manner deemed equitable to all.","page_number":70,"box":{"x":89,"y":104,"width":637,"height":13}},{"id":"b142e64d-e6f3-45bd-950f-8cdfc9f7e1c9","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":70,"box":{"x":89,"y":131,"width":831,"height":12}},{"id":"e1fbbe35-32ac-4b72-9c6f-2a15c115dd73","block_type":"box","text":"certain contemporaneous purchases or sale orders of its advisory accounts and advisory accounts of affiliates. In general, all","page_number":70,"box":{"x":89,"y":146,"width":869,"height":12}},{"id":"5e507fa7-5a0f-495a-9c90-507247891bd8","block_type":"box","text":"contemporaneous trades for client accounts under management by the same portfolio manager or investment team will be","page_number":70,"box":{"x":89,"y":161,"width":864,"height":12}},{"id":"d67700ec-96ec-4e9b-95ec-dfcd2c6e67e4","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":70,"box":{"x":89,"y":176,"width":871,"height":13}},{"id":"86984d96-be63-4438-9165-9e9f025dc438","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":70,"box":{"x":89,"y":191,"width":844,"height":13}},{"id":"63ed8a12-b60b-4508-903e-d824c6ae8e48","block_type":"box","text":"pro","page_number":70,"box":{"x":937,"y":194,"width":23,"height":10}},{"id":"4caf4ef9-03a5-407c-8daa-400c92d68aca","block_type":"box","text":"rata","page_number":70,"box":{"x":88,"y":208,"width":28,"height":8}},{"id":"1f44b92d-2b64-4d59-afec-3a7214c5eb3c","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":70,"box":{"x":121,"y":206,"width":838,"height":13}},{"id":"ec3f5145-4568-42c7-bd15-d01c2fe6e959","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":70,"box":{"x":88,"y":222,"width":857,"height":12}},{"id":"d762d912-4107-42d4-aa6d-d653f0e06766","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":70,"box":{"x":89,"y":237,"width":877,"height":12}},{"id":"466d7527-6816-4b38-9555-a3b3623710f3","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":70,"box":{"x":89,"y":252,"width":845,"height":12}},{"id":"b337ef3e-8a15-4073-88cd-8c4cb78061fd","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":70,"box":{"x":89,"y":267,"width":869,"height":12}},{"id":"1ee851c5-44e0-4649-b597-0b1166703eb4","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":70,"box":{"x":89,"y":282,"width":828,"height":12}},{"id":"34449afe-c8c4-41c7-99b3-a699378dbf7e","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":70,"box":{"x":89,"y":297,"width":861,"height":12}},{"id":"a6aa850a-41be-4af1-8a85-a73384f3a166","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":70,"box":{"x":89,"y":312,"width":831,"height":13}},{"id":"0532c1f0-9696-4956-88fa-50ec7da82f4d","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":70,"box":{"x":89,"y":327,"width":854,"height":13}},{"id":"dc5f6054-97ea-478c-a589-75e79b1e8918","block_type":"box","text":"order.","page_number":70,"box":{"x":89,"y":342,"width":38,"height":10}},{"id":"5f0c99ca-71ec-4b50-ad00-2787cdc1170b","block_type":"box","text":"There were no brokerage commissions paid on behalf of each Fund for the fiscal years ended October 31, 2025, October 31,","page_number":70,"box":{"x":88,"y":369,"width":866,"height":12}},{"id":"9fea37e9-929f-4b15-89eb-20e65f427478","block_type":"box","text":"2024 and October 31, 2023.","page_number":70,"box":{"x":89,"y":384,"width":192,"height":11}},{"id":"fedd5640-e312-4597-8ee0-45fc3ac2f4c5","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":70,"box":{"x":89,"y":410,"width":857,"height":13}},{"id":"832a3936-b854-4c51-bf27-8421d23b4841","block_type":"box","text":"the BlackRock group of companies, during the fiscal year ended October 31, 2025.","page_number":70,"box":{"x":88,"y":426,"width":574,"height":12}},{"id":"3633c36d-6c3a-425b-a301-1ed7adcc6cb8","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":70,"box":{"x":88,"y":452,"width":855,"height":12}},{"id":"c2fa083c-36e5-4242-9bc7-7227207be008","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":70,"box":{"x":89,"y":467,"width":873,"height":13}},{"id":"fe561ffd-761d-4a3b-beb9-0fc66c291617","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":70,"box":{"x":89,"y":482,"width":845,"height":13}},{"id":"815f6182-24bf-4338-9588-e3c9f2658f53","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":70,"box":{"x":89,"y":497,"width":851,"height":13}},{"id":"d8056094-c0d7-4309-9b39-7645819add11","block_type":"box","text":"procedure could have a detrimental effect on the price or volume of the security as far as the Funds are concerned. However,","page_number":70,"box":{"x":89,"y":513,"width":871,"height":12}},{"id":"b6a7e517-5b1c-4e32-8e43-6bfe258d2f1c","block_type":"box","text":"in other cases, it is possible that the ability to participate in volume transactions and to negotiate lower transaction costs will","page_number":70,"box":{"x":89,"y":528,"width":870,"height":12}},{"id":"46a65fa6-7b65-4135-ac9a-4ba023851c0a","block_type":"box","text":"be beneficial to the Funds. BlackRock may deal, trade and invest for its own account in the types of securities in which the","page_number":70,"box":{"x":89,"y":543,"width":852,"height":12}},{"id":"5b919ddc-1652-4149-9e90-c9218d890a02","block_type":"box","text":"Funds may invest. BlackRock may, from time to time, effect trades on behalf of and for the account of the Funds with brokers","page_number":70,"box":{"x":89,"y":558,"width":874,"height":12}},{"id":"464fc387-8730-46da-80d6-c35959057bc5","block_type":"box","text":"or dealers that are affiliated with BFA, in conformity with the 1940 Act and SEC rules and regulations. Under these provisions,","page_number":70,"box":{"x":89,"y":573,"width":874,"height":12}},{"id":"6cf3a78b-6331-4d2e-8d5f-d7f93e95e24f","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":70,"box":{"x":89,"y":588,"width":867,"height":12}},{"id":"8300c069-c59d-4506-94e5-9c5c478e848d","block_type":"box","text":"other brokers or dealers in comparable transactions. The Funds will not deal with affiliates in principal transactions unless","page_number":70,"box":{"x":89,"y":603,"width":850,"height":13}},{"id":"2dfc3b37-504a-49c8-99fb-c71a08a0024e","block_type":"box","text":"permitted by applicable SEC rules or regulations, or by SEC exemptive order.","page_number":70,"box":{"x":89,"y":618,"width":528,"height":13}},{"id":"aaabe4ec-5389-4dcb-a4c0-4112b0630fd8","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":70,"box":{"x":89,"y":645,"width":876,"height":12}},{"id":"c0ecbe0a-5e57-457f-9926-68109895cdd7","block_type":"box","text":"brokerage expenses.","page_number":70,"box":{"x":89,"y":660,"width":142,"height":12}},{"id":"39a67301-da04-4fc0-acc7-258c1304503c","block_type":"box","text":"The tables below set forth the portfolio turnover rates of each Fund for the fiscal years noted:","page_number":70,"box":{"x":88,"y":686,"width":651,"height":13}},{"id":"6d81acde-9d9d-4920-988d-0d03f5070835","block_type":"box","text":"Fund","page_number":70,"box":{"x":89,"y":726,"width":27,"height":8}},{"id":"fe48c25d-fbe6-46dc-a958-3f127a721136","block_type":"box","text":"Fiscal Year Ended","page_number":70,"box":{"x":673,"y":716,"width":99,"height":8}},{"id":"14599e75-18b6-47b8-bed6-71ee17fc73ea","block_type":"box","text":"Oct. 31, 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issues shares of beneficial interests in the funds with no par value. The Board may designate additional","page_number":71,"box":{"x":149,"y":256,"width":789,"height":12}},{"id":"208edff9-1381-44a3-b221-676f97f63a3f","block_type":"box","text":"iShares funds.","page_number":71,"box":{"x":89,"y":271,"width":97,"height":9}},{"id":"ed67c753-461a-4652-bb70-fa9477ad703f","block_type":"box","text":"Each share issued by a fund has a","page_number":71,"box":{"x":89,"y":297,"width":234,"height":12}},{"id":"247cd4b5-7578-4a31-99e3-c549a352a428","block_type":"box","text":"pro rata","page_number":71,"box":{"x":327,"y":298,"width":56,"height":11}},{"id":"ce0ee4ec-9732-423e-bfb2-651a26d237d7","block_type":"box","text":"interest in the assets of that fund. Shares have no preemptive, exchange,","page_number":71,"box":{"x":388,"y":297,"width":507,"height":12}},{"id":"0ff60a76-7116-4994-ade6-7d6fcb88251d","block_type":"box","text":"subscription or conversion rights and are freely transferable. Each share is entitled to participate equally in dividends and","page_number":71,"box":{"x":89,"y":312,"width":842,"height":13}},{"id":"b2f2b4f1-77fb-4d0b-a605-126c821cf96d","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":71,"box":{"x":89,"y":327,"width":835,"height":13}},{"id":"fda0a600-6f71-41e9-91c3-67bc4344e075","block_type":"box","text":"liquidation.","page_number":71,"box":{"x":89,"y":342,"width":76,"height":13}},{"id":"ac6fc9cc-d52d-445f-bbc5-38535ae23726","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":71,"box":{"x":89,"y":369,"width":858,"height":12}},{"id":"5a89714d-b8b3-4b91-9e9d-24c0d538038b","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":71,"box":{"x":89,"y":384,"width":821,"height":12}},{"id":"b7b6775c-5d54-4578-a0e4-92f706e95af2","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":71,"box":{"x":88,"y":399,"width":864,"height":13}},{"id":"502f63cd-5194-45d7-b3f6-3d8231c4d767","block_type":"box","text":"one fund.","page_number":71,"box":{"x":89,"y":414,"width":65,"height":10}},{"id":"5d305550-36ac-46e9-9f58-e316c7e7fff6","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":71,"box":{"x":89,"y":441,"width":861,"height":12}},{"id":"629d9344-cbea-43df-a0bb-60571bbe5782","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":71,"box":{"x":90,"y":456,"width":857,"height":12}},{"id":"4e862c7f-c346-440f-a665-53c8e8a85c24","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":71,"box":{"x":88,"y":471,"width":842,"height":12}},{"id":"0f0023e0-20f9-41b0-9869-38cb6c974a0d","block_type":"box","text":"Delaware law, Trustees of the Trust may be removed by vote of the shareholders.","page_number":71,"box":{"x":89,"y":486,"width":563,"height":12}},{"id":"a2cfd0a1-7d91-4b8d-b513-ee57370683cd","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":71,"box":{"x":89,"y":513,"width":837,"height":12}},{"id":"86b8caf8-3282-4ec7-86d9-1573d7dfc80e","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":71,"box":{"x":88,"y":528,"width":874,"height":12}},{"id":"fddd14ed-9e05-4f20-b103-67f6177aca7e","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":71,"box":{"x":88,"y":543,"width":862,"height":12}},{"id":"459f42be-6d5c-48c6-b853-008d42afca99","block_type":"box","text":"Shareholders may make inquiries by writing to iShares Trust, c/o BlackRock Investments, LLC, 1 University Square Drive,","page_number":71,"box":{"x":88,"y":569,"width":840,"height":13}},{"id":"974e14ef-8312-44ba-8468-4afd9bba12e2","block_type":"box","text":"Princeton, NJ 08540.","page_number":71,"box":{"x":89,"y":585,"width":141,"height":11}},{"id":"b03496e1-d6ac-4360-af53-4071e0ca2b2c","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":71,"box":{"x":88,"y":611,"width":873,"height":12}},{"id":"6d8d5ca4-4942-4c90-b2ce-8c15efd68198","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":71,"box":{"x":88,"y":626,"width":876,"height":12}},{"id":"451d2d4a-add2-4e8d-8088-89e517ff1e0c","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":71,"box":{"x":89,"y":641,"width":875,"height":12}},{"id":"5106338a-58c7-4bc6-906c-317ffff1126e","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":71,"box":{"x":89,"y":656,"width":865,"height":13}},{"id":"b30395e9-525f-4d74-af93-dae28db92898","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":71,"box":{"x":89,"y":671,"width":864,"height":13}},{"id":"024f1b1c-d61a-4de7-bcb4-a211803c90b5","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":71,"box":{"x":89,"y":686,"width":838,"height":13}},{"id":"a0c76f58-8b99-41d8-a483-12e7ebfa6fc4","block_type":"box","text":"guidance provided by the SEC staff.","page_number":71,"box":{"x":89,"y":702,"width":245,"height":12}},{"id":"0b833ec6-1571-441a-9c4c-2299b5232177","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":71,"box":{"x":89,"y":728,"width":831,"height":12}},{"id":"773a5c14-4630-49f7-b58e-49d314c5dbb5","block_type":"box","text":"without shareholder approval (unless such shareholder approval is required by the Declaration of Trust or applicable law,","page_number":71,"box":{"x":88,"y":743,"width":844,"height":12}},{"id":"7c2b0352-c26c-4be7-a87d-5c90089cc14e","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":71,"box":{"x":89,"y":758,"width":879,"height":13}},{"id":"948ab2c0-7f4e-4fea-a38d-dbf9fb217ab1","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":71,"box":{"x":88,"y":773,"width":839,"height":13}},{"id":"fe19fe92-71ab-4ef9-aec7-f972f1a75393","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":71,"box":{"x":89,"y":788,"width":800,"height":13}},{"id":"bf1abe5f-732c-4053-a3d8-3e1c99df3cef","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":71,"box":{"x":88,"y":804,"width":839,"height":12}},{"id":"93e5de3c-31c7-495d-964f-7a29e55a3311","block_type":"box","text":"required. Although the shares are not automatically redeemable upon the occurrence of any specific event, the Declaration of","page_number":71,"box":{"x":89,"y":819,"width":879,"height":12}},{"id":"f0fb9bd2-1dc3-4e9d-88f2-789ae1cc3c61","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":71,"box":{"x":88,"y":834,"width":863,"height":12}},{"id":"ac0b5ddd-a404-4a83-9e5f-7ad2e5b4e0ea","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":71,"box":{"x":88,"y":849,"width":866,"height":12}},{"id":"a2f85609-c11d-4028-a057-d0622e80288d","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":71,"box":{"x":89,"y":864,"width":878,"height":12}},{"id":"aa466bcf-fe22-493c-8d82-b4afd8f9d28f","block_type":"box","text":"62","page_number":71,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"9f63f9f7-8937-41e1-9fa0-73e8a2a21cd5","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":72,"box":{"x":88,"y":44,"width":877,"height":12}},{"id":"89945b0c-b787-442e-b84b-1addef90efc4","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":72,"box":{"x":89,"y":59,"width":878,"height":12}},{"id":"34f3d582-6f1d-4864-bc21-c4fa28e302fe","block_type":"box","text":"shareholders owning in excess of a certain stated minimum amount.","page_number":72,"box":{"x":89,"y":74,"width":480,"height":12}},{"id":"0ec3975e-c443-4c1b-82e1-6a7e901a4aed","block_type":"box","text":"Each Fund will wind up and terminate on or about December 1 of the relevant year. Upon each Fund’s termination, it will","page_number":72,"box":{"x":89,"y":101,"width":843,"height":12}},{"id":"8a962a76-1bfa-4f1e-8995-fafe91d445a4","block_type":"box","text":"distribute substantially all of its net assets, after making appropriate provision for any liabilities of the Fund, to then-current","page_number":72,"box":{"x":89,"y":116,"width":861,"height":12}},{"id":"e1b8ad6e-f774-47ec-b0cd-3117190ac3a2","block_type":"box","text":"shareholders pursuant to a plan of liquidation. In accordance with the Declaration of Trust, each Fund will terminate on or","page_number":72,"box":{"x":89,"y":131,"width":854,"height":12}},{"id":"51e0a693-8160-48c9-8b12-ad4e28a73a1b","block_type":"box","text":"about the date above as approved by a majority of the Board without requiring additional shareholder approval. The Board","page_number":72,"box":{"x":89,"y":146,"width":853,"height":12}},{"id":"3939de52-8c7a-4309-b288-3beb9f1a3da8","block_type":"box","text":"may extend the termination date if a majority of the Board determines the extension to be in the best interest of the Fund.","page_number":72,"box":{"x":89,"y":161,"width":852,"height":12}},{"id":"05758a5c-452d-4aa9-acd0-b98f2b36f7b7","block_type":"box","text":"DTC as Securities Depository for Shares of the Funds.","page_number":72,"box":{"x":89,"y":188,"width":383,"height":12}},{"id":"7378ee7f-e24e-46b8-8784-d0e13c41767f","block_type":"box","text":"Shares of each Fund are represented by securities registered in the","page_number":72,"box":{"x":481,"y":188,"width":465,"height":12}},{"id":"59f8be39-f1c8-4920-8cce-423c53f01672","block_type":"box","text":"name of DTC or its nominee and deposited with, or on behalf of, DTC.","page_number":72,"box":{"x":89,"y":203,"width":486,"height":12}},{"id":"41515b08-2023-42c4-adc3-106125efc513","block_type":"box","text":"DTC was created in 1973 to enable electronic movement of securities between its participants (“DTC Participants”), and","page_number":72,"box":{"x":89,"y":229,"width":836,"height":12}},{"id":"e9ba5efe-5fe0-4121-a732-4d7b5b5d11b9","block_type":"box","text":"NSCC was established in 1976 to provide a single settlement system for securities clearing and to serve as central","page_number":72,"box":{"x":89,"y":244,"width":790,"height":13}},{"id":"f7f7a10f-8687-4a95-b202-821c4d26738d","block_type":"box","text":"counterparty for securities trades among DTC Participants. In 1999, DTC and NSCC were consolidated within The Depository","page_number":72,"box":{"x":89,"y":259,"width":872,"height":13}},{"id":"c2b1ec1e-f784-41f9-8e63-e36ca5d04258","block_type":"box","text":"Trust & Clearing Corporation (“DTCC”) and became wholly-owned subsidiaries of DTCC. The common stock of DTCC is","page_number":72,"box":{"x":88,"y":274,"width":837,"height":13}},{"id":"b8af2672-5ba1-4931-ab70-f17e8db555cc","block_type":"box","text":"owned by the DTC Participants, but NYSE and FINRA, through subsidiaries, hold preferred shares in DTCC that provide them","page_number":72,"box":{"x":89,"y":290,"width":864,"height":12}},{"id":"68dad5f4-680a-4263-9d3c-b97c7f9f8b06","block_type":"box","text":"with the right to elect one member each to the DTCC board of directors. Access to the DTC system is available to entities,","page_number":72,"box":{"x":88,"y":305,"width":848,"height":12}},{"id":"f2ca4019-04a5-4683-b481-b12cbb52429c","block_type":"box","text":"such as banks, brokers, dealers and trust companies, that clear through or maintain a custodial relationship with a DTC","page_number":72,"box":{"x":89,"y":320,"width":833,"height":12}},{"id":"8039d286-ce1d-40ee-b13c-fa7fbd26fd5e","block_type":"box","text":"Participant, either directly or indirectly (“Indirect Participants”).","page_number":72,"box":{"x":89,"y":335,"width":439,"height":12}},{"id":"311d00e3-596a-4aa6-8386-d9230a10e35c","block_type":"box","text":"Beneficial ownership of shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC","page_number":72,"box":{"x":89,"y":361,"width":873,"height":13}},{"id":"b6ea49da-7e97-4262-a6d1-7c3076a29ab1","block_type":"box","text":"Participants and Indirect Participants. Ownership of beneficial interests in shares (owners of such beneficial interests are","page_number":72,"box":{"x":89,"y":376,"width":840,"height":13}},{"id":"a505ada9-f3ab-4642-b94d-2ad9e657effe","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":72,"box":{"x":89,"y":392,"width":825,"height":12}},{"id":"59283f1e-1b93-479c-9e82-e74f67c2ccd1","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":72,"box":{"x":89,"y":407,"width":822,"height":12}},{"id":"fdd480e2-d8b0-46b9-a9b6-428b1b1727f7","block_type":"box","text":"Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will receive from or through the DTC","page_number":72,"box":{"x":89,"y":422,"width":848,"height":12}},{"id":"094fef33-601b-4c7f-be0f-99e0a839bb63","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":72,"box":{"x":89,"y":437,"width":877,"height":12}},{"id":"45d8fb78-d498-48ae-a0d8-18d3e33b76ce","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":72,"box":{"x":89,"y":452,"width":872,"height":12}},{"id":"0314c8cc-80eb-42f5-abd2-7f4f45d4edc2","block_type":"box","text":"investors to acquire beneficial interests in shares of the Fund.","page_number":72,"box":{"x":89,"y":467,"width":426,"height":13}},{"id":"bd113fe6-1897-40f8-8dd4-a9a64ab1455b","block_type":"box","text":"Conveyance of all notices, statements and other communications to Beneficial Owners is effected as follows. Pursuant to the","page_number":72,"box":{"x":89,"y":494,"width":873,"height":12}},{"id":"d732c059-fc47-4c71-8283-4618b12e4165","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":72,"box":{"x":89,"y":509,"width":869,"height":12}},{"id":"44b961c3-c01d-47da-9c99-7b8e5ecd36f0","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":72,"box":{"x":88,"y":524,"width":856,"height":12}},{"id":"f3e610ec-9b7f-4a12-a9f2-8932fabf233f","block_type":"box","text":"such DTC Participant as to the number of Beneficial Owners holding shares, directly or indirectly, through such DTC","page_number":72,"box":{"x":89,"y":539,"width":807,"height":12}},{"id":"9c183245-7cae-4719-a573-1f7c61bac50b","block_type":"box","text":"Participant. The Trust shall provide each such DTC Participant with copies of such notice, statement or other communication,","page_number":72,"box":{"x":89,"y":554,"width":877,"height":12}},{"id":"45428438-10c2-44e1-b651-9beb7a96464d","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":72,"box":{"x":89,"y":569,"width":803,"height":13}},{"id":"a7b67bbb-4784-4242-89af-c2ffd7d9fd7e","block_type":"box","text":"statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial Owners. In","page_number":72,"box":{"x":89,"y":584,"width":874,"height":13}},{"id":"ca7c661b-b394-4a6c-b97a-b60c134dc94f","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":72,"box":{"x":89,"y":599,"width":861,"height":13}},{"id":"ad6fd549-d4fc-479a-aa9a-402f2495311f","block_type":"box","text":"attendant to such transmittal, all subject to applicable statutory and regulatory requirements.","page_number":72,"box":{"x":89,"y":615,"width":652,"height":12}},{"id":"3c5a1991-e055-44c9-a8d1-856e3c5cadee","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":72,"box":{"x":88,"y":641,"width":878,"height":12}},{"id":"0871d3ce-45ca-4690-813f-a64d71db859a","block_type":"box","text":"its nominee, upon receipt of any such distributions, shall credit immediately DTC Participants’ accounts with payments in","page_number":72,"box":{"x":89,"y":656,"width":847,"height":13}},{"id":"55c01587-5671-42e5-b9d9-90cde3e1aea4","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":72,"box":{"x":89,"y":671,"width":858,"height":13}},{"id":"410b5065-c1d5-4bf0-9828-9d329457f70b","block_type":"box","text":"nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of shares held through such DTC","page_number":72,"box":{"x":89,"y":686,"width":836,"height":13}},{"id":"2f4c3e43-24ca-493a-8b95-95e3d44e9f9b","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":72,"box":{"x":89,"y":702,"width":877,"height":12}},{"id":"778000e8-4986-44f8-b7f9-5cd3ba7f76fb","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":72,"box":{"x":89,"y":717,"width":875,"height":12}},{"id":"c1e3b79f-b7c0-4283-a2f0-d316044c2b3a","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":72,"box":{"x":88,"y":743,"width":813,"height":12}},{"id":"802409c4-dd3b-49f6-98ff-7ba036c663c6","block_type":"box","text":"payments made on account of beneficial ownership interests in such shares, or for maintaining, supervising or reviewing any","page_number":72,"box":{"x":89,"y":758,"width":874,"height":13}},{"id":"ab980fbb-98d5-4284-8001-67773504ae9b","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":72,"box":{"x":89,"y":773,"width":866,"height":13}},{"id":"1a1f7da9-4fb9-4e14-8065-0a9f0cad8430","block_type":"box","text":"Participants or the relationship between such DTC Participants and the Indirect Participants and Beneficial Owners owning","page_number":72,"box":{"x":89,"y":788,"width":855,"height":13}},{"id":"7e146a87-0b0b-4f5d-b3f4-ecb6fab28810","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":72,"box":{"x":88,"y":804,"width":876,"height":12}},{"id":"65ce947e-1616-4dee-958a-3d9f6a70ae8e","block_type":"box","text":"time by giving reasonable notice to the Trust and discharging its responsibilities with respect thereto under applicable law.","page_number":72,"box":{"x":88,"y":819,"width":855,"height":12}},{"id":"0a70a861-66df-4bd8-8d3c-b278214f6f3d","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":72,"box":{"x":89,"y":834,"width":873,"height":12}},{"id":"b6fdcfd2-dbed-42b4-ac3b-061cec591281","block_type":"box","text":"cost.","page_number":72,"box":{"x":89,"y":850,"width":32,"height":9}},{"id":"5a0f1b73-2201-485b-bb93-ffdae12331b6","block_type":"box","text":"63","page_number":72,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"6635ef95-c29c-4d46-884e-75c694857d7f","block_type":"box","text":"Distribution of Shares.","page_number":73,"box":{"x":89,"y":44,"width":160,"height":10}},{"id":"5a5a2655-75a8-460f-bfb7-c644adfae479","block_type":"box","text":"In connection with each Fund’s launch, each Fund was seeded through the sale of one or more","page_number":73,"box":{"x":259,"y":44,"width":665,"height":12}},{"id":"b26dca2f-b738-4642-9de1-be69d281cb6a","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":73,"box":{"x":89,"y":59,"width":859,"height":12}},{"id":"d3d33785-7cb5-44ba-8869-526d383b6253","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":73,"box":{"x":89,"y":74,"width":861,"height":12}},{"id":"b371e2cb-a4b7-4b60-93b3-cef2eda4d1dd","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":73,"box":{"x":89,"y":89,"width":848,"height":13}},{"id":"a4f0cfdd-9447-46a2-9bb0-9b882189b104","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":73,"box":{"x":89,"y":104,"width":873,"height":13}},{"id":"2b18cc6c-5e7c-48be-b873-ba5aba37adf4","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":73,"box":{"x":88,"y":119,"width":833,"height":13}},{"id":"bfe9cdac-d909-40c7-881e-625533705e20","block_type":"box","text":"shares.","page_number":73,"box":{"x":89,"y":135,"width":47,"height":9}},{"id":"0df12cee-44b8-4302-adac-7e4a6f48c4a4","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":73,"box":{"x":88,"y":161,"width":877,"height":12}},{"id":"bd54bb10-5061-4a95-9499-f4dcbf23b33d","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":73,"box":{"x":89,"y":176,"width":873,"height":13}},{"id":"c4bd47b8-904b-40fb-b970-ac11765acdd2","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":73,"box":{"x":88,"y":191,"width":878,"height":13}},{"id":"dc8c734d-8503-445e-a869-8a07e9544472","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":73,"box":{"x":88,"y":206,"width":877,"height":13}},{"id":"3be8d009-a657-4979-951e-be1e7fbde1ae","block_type":"box","text":"brokerage transactions, privately negotiated trades, block sales, entry into options or other derivatives transactions or","page_number":73,"box":{"x":89,"y":222,"width":822,"height":12}},{"id":"885f6c79-95ea-4c96-95a5-04f40d2dc4a9","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":73,"box":{"x":88,"y":237,"width":875,"height":12}},{"id":"454112be-e1b9-4acc-a671-147d0add2e88","block_type":"box","text":"by them through an Authorized Participant.","page_number":73,"box":{"x":89,"y":252,"width":302,"height":12}},{"id":"9c9e0d5a-3a29-4035-b16b-9c82d23a966f","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":73,"box":{"x":88,"y":278,"width":840,"height":13}},{"id":"8ffe08bb-5879-43ec-8585-79ed7b5855ab","block_type":"box","text":"“underwriters” within the meaning of Section 2(a)(11) of the 1933 Act, in connection with such sales.","page_number":73,"box":{"x":89,"y":293,"width":712,"height":13}},{"id":"916d5c2a-af2f-4157-8e50-a71268a92d13","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":73,"box":{"x":88,"y":320,"width":871,"height":12}},{"id":"e5038f9f-a52e-482d-8984-ef47d22ebed5","block_type":"box","text":"1934 Act and the rules and regulations thereunder.","page_number":73,"box":{"x":90,"y":335,"width":354,"height":12}},{"id":"e1ce528c-e4ad-43a0-8c3e-9b7a1d6eabfd","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":73,"box":{"x":90,"y":366,"width":721,"height":29}},{"id":"8cdaea29-d923-4b45-b699-1ca6b0bd88e0","block_type":"box","text":"General.","page_number":73,"box":{"x":89,"y":407,"width":59,"height":10}},{"id":"e36ad15a-3e6b-499c-a8a2-547a299afd2f","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":73,"box":{"x":156,"y":407,"width":804,"height":12}},{"id":"d8f7b6ee-2ab6-4183-8381-ffbe87893725","block_type":"box","text":"or its agent, without a sales load, at a price based on each Fund’s NAV next determined after receipt, on any Business Day (as","page_number":73,"box":{"x":89,"y":422,"width":875,"height":12}},{"id":"c44d4db7-9e25-4380-a045-0c83355a86c4","block_type":"box","text":"defined below), of an order received by the Distributor or its agent in proper form. On days when the Listing Exchange or the","page_number":73,"box":{"x":89,"y":437,"width":871,"height":12}},{"id":"98d944fa-5a67-4b9e-a6d9-9865dd0a67e6","block_type":"box","text":"bond markets close earlier than normal, a Fund may require orders to be placed earlier in the day. The following table sets","page_number":73,"box":{"x":89,"y":452,"width":850,"height":12}},{"id":"4b56aae9-ab3d-44ee-8b21-dd3398613c52","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":73,"box":{"x":88,"y":467,"width":823,"height":13}},{"id":"d6571836-3f70-44f3-99fc-d5b794c946b8","block_type":"box","text":"Creation Unit as of October 31, 2025:","page_number":73,"box":{"x":89,"y":482,"width":257,"height":12}},{"id":"de99126b-3fcb-4434-a3dd-769339411649","block_type":"box","text":"Fund","page_number":73,"box":{"x":89,"y":542,"width":27,"height":8}},{"id":"a4943c1b-59c2-429b-91a3-aa4d148745ef","block_type":"box","text":"Shares Per","page_number":73,"box":{"x":744,"y":532,"width":60,"height":8}},{"id":"3bb9493b-4122-4872-bda0-4a72d691b993","block_type":"box","text":"Creation Unit","page_number":73,"box":{"x":736,"y":543,"width":76,"height":7}},{"id":"ef0da01e-0844-46ba-a997-6b849c8d0457","block_type":"box","text":"Approximate","page_number":73,"box":{"x":891,"y":512,"width":75,"height":10}},{"id":"8735e6f5-a110-4a9f-aad5-44f21a582f2a","block_type":"box","text":"Value Per","page_number":73,"box":{"x":902,"y":522,"width":54,"height":8}},{"id":"58ffe763-1cd8-4c57-ae3f-00d2c5979e91","block_type":"box","text":"Creation","page_number":73,"box":{"x":905,"y":533,"width":47,"height":7}},{"id":"be29bd75-990b-4c83-a2ab-4e4fa4772212","block_type":"box","text":"Unit (U.S.$)","page_number":73,"box":{"x":896,"y":542,"width":65,"height":10}},{"id":"9e76db4b-6754-4bc2-b060-4e75cbdcf464","block_type":"box","text":"iShares iBonds Dec 2026 Term Muni Bond ETF 50,000 $ 1,281,421","page_number":73,"box":{"x":89,"y":564,"width":876,"height":12}},{"id":"d2a3edb9-742b-413e-89a7-ec0aef382d33","block_type":"box","text":"iShares iBonds Dec 2027 Term Muni Bond ETF 50,000 1,268,436","page_number":73,"box":{"x":89,"y":579,"width":879,"height":12}},{"id":"7483600a-fdac-4003-a16f-9f4157267c75","block_type":"box","text":"iShares iBonds Dec 2028 Term Muni Bond ETF 50,000 1,","page_number":73,"box":{"x":89,"y":594,"width":824,"height":12}},{"id":"3edc9a60-c460-410f-8d32-d2c50ea3ccad","block_type":"box","text":"275,199","page_number":73,"box":{"x":914,"y":595,"width":53,"height":11}},{"id":"c6a4b4e5-4834-49d0-b010-24906491b3a8","block_type":"box","text":"iShares iBonds Dec 2029 Term Muni Bond ETF 50,000 1,269,362","page_number":73,"box":{"x":89,"y":610,"width":878,"height":11}},{"id":"bb844e21-9e85-4efa-b604-3ce2ef95d5e7","block_type":"box","text":"iShares iBonds Dec 2030 Term Muni Bond ETF 50,000 1,299,027","page_number":73,"box":{"x":89,"y":625,"width":879,"height":11}},{"id":"b96b801c-1a6d-46c4-b94f-c3048578deb4","block_type":"box","text":"iShares iBonds Dec 2031 Term Muni Bond ETF 50,000 1,294,520","page_number":73,"box":{"x":89,"y":640,"width":879,"height":11}},{"id":"c74b50ec-d5d1-4c8f-989a-9d86ef702af2","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":73,"box":{"x":89,"y":673,"width":869,"height":12}},{"id":"63e78160-fda9-4553-8b8b-af63c601633f","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":73,"box":{"x":89,"y":688,"width":864,"height":12}},{"id":"121d1774-353b-4da8-8109-9c2f802f6dac","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":73,"box":{"x":88,"y":703,"width":874,"height":12}},{"id":"d681495a-3cba-46fc-b046-d2b972d901d1","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":73,"box":{"x":88,"y":718,"width":796,"height":12}},{"id":"63d75984-5d72-4e3f-b631-1281b6b5232c","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":73,"box":{"x":88,"y":744,"width":839,"height":13}},{"id":"c13057a0-dd6f-4c7b-8b50-34c1a8512683","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":73,"box":{"x":89,"y":759,"width":837,"height":13}},{"id":"4a3f09bd-5674-4033-8dd9-34addc563650","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":73,"box":{"x":89,"y":775,"width":877,"height":12}},{"id":"348e3e73-7482-426d-b5ad-a9ba88f7affd","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":73,"box":{"x":89,"y":790,"width":821,"height":12}},{"id":"5ee3bba8-9b29-4377-a875-2c53def9f902","block_type":"box","text":"Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.","page_number":73,"box":{"x":89,"y":805,"width":669,"height":12}},{"id":"d321d8ef-1e60-4f1d-b4fb-0689e9b60bb0","block_type":"box","text":"Fund Deposit.","page_number":73,"box":{"x":89,"y":831,"width":98,"height":13}},{"id":"e52eb624-a590-4feb-b223-d73d91cc5794","block_type":"box","text":"The consideration for purchase of Creation Units of a Fund is generally cash. However, in some cases the","page_number":73,"box":{"x":196,"y":831,"width":733,"height":13}},{"id":"03c99cf8-325d-4ce4-a075-7770361c4ec7","block_type":"box","text":"consideration consists of a designated portfolio of securities, assets or other positions (including any portion of such","page_number":73,"box":{"x":89,"y":846,"width":816,"height":13}},{"id":"508b9c40-8b73-45bb-a726-dba26e7bdb1c","block_type":"box","text":"securities for which cash may be substituted) (“Deposit Securities” or “Creation Basket”) and the Cash Component","page_number":73,"box":{"x":89,"y":862,"width":805,"height":12}},{"id":"02d9ee36-69f6-4bcb-add1-cf028bab9bc3","block_type":"box","text":"64","page_number":73,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"15849f39-7f0a-43d4-b60f-43d0d3f8548b","block_type":"box","text":"computed as described below. Together, the Deposit Securities and the Cash Component constitute the “Fund Deposit,”","page_number":74,"box":{"x":89,"y":44,"width":840,"height":12}},{"id":"d5f87216-c7da-4132-864c-0b4867e81726","block_type":"box","text":"which, when combined with a Fund’s portfolio securities is designed to generate performance that has a collective","page_number":74,"box":{"x":88,"y":59,"width":802,"height":12}},{"id":"676c921f-d973-46af-ac03-183b5fb588d5","block_type":"box","text":"investment profile similar to that of the Underlying Index. The Fund Deposit represents the minimum initial and subsequent","page_number":74,"box":{"x":89,"y":74,"width":865,"height":12}},{"id":"83dd48f1-6b3a-46a2-87e2-1105df0d29f0","block_type":"box","text":"investment amount for a Creation Unit of any Fund. Such Fund Deposit is applicable, subject to any adjustments as described","page_number":74,"box":{"x":89,"y":89,"width":877,"height":13}},{"id":"aff919c3-9da1-4019-a937-0618b2f18aae","block_type":"box","text":"below, to purchases of Creation Units of shares of a given Fund until such time as the next-announced Fund Deposit is made","page_number":74,"box":{"x":89,"y":104,"width":873,"height":13}},{"id":"f05d5afd-a5ad-4f71-bdfc-9864ca0c5061","block_type":"box","text":"available.","page_number":74,"box":{"x":89,"y":119,"width":62,"height":10}},{"id":"8bb3aeaa-7296-47bf-a7f4-3c65e1372623","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":74,"box":{"x":88,"y":146,"width":839,"height":12}},{"id":"5f9e3c36-1e6b-4244-9bec-97317046befb","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":74,"box":{"x":89,"y":161,"width":879,"height":12}},{"id":"7661bf92-8a78-4339-81bd-803031711f57","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":74,"box":{"x":89,"y":176,"width":878,"height":13}},{"id":"0c601798-cb99-4fb0-a0e4-f50d49194cea","block_type":"box","text":"expenses payable upon transfer of beneficial ownership of the Deposit Securities are the sole responsibility of the Authorized","page_number":74,"box":{"x":89,"y":191,"width":872,"height":13}},{"id":"181c77ca-e5c9-4d80-ae1e-cc48374f96a9","block_type":"box","text":"Participant purchasing the Creation Unit.","page_number":74,"box":{"x":89,"y":206,"width":284,"height":13}},{"id":"795c7c4f-37c8-4bee-ac3b-ab1af8cd871c","block_type":"box","text":"Each Fund’s current policy is to accept cash in substitution for the Deposit Securities it might otherwise accept as in-kind","page_number":74,"box":{"x":89,"y":233,"width":848,"height":12}},{"id":"1b3d9e51-8b8a-4420-9d31-70e19a51e3b3","block_type":"box","text":"consideration for the purchase of Creation Units. Each Fund may, at times, elect to receive Deposit Securities (","page_number":74,"box":{"x":89,"y":248,"width":767,"height":12}},{"id":"b657b31f-eb5f-4dfa-98dc-ec260cb3c607","block_type":"box","text":"i.e.","page_number":74,"box":{"x":858,"y":249,"width":17,"height":9}},{"id":"46ef490d-8906-4b32-aeb8-8538fd620a37","block_type":"box","text":", the in-kind","page_number":74,"box":{"x":877,"y":248,"width":83,"height":11}},{"id":"ea66436b-f266-4672-998b-eb6804c2a138","block_type":"box","text":"deposit of a designated portfolio of securities and other instruments) and a Cash Component as consideration for the","page_number":74,"box":{"x":89,"y":263,"width":823,"height":12}},{"id":"d5698294-7acf-4e54-9d83-d4618c87e1e3","block_type":"box","text":"purchase of Creation Units. If a Fund elects to accept Deposit Securities, a purchaser’s delivery of the Deposit Securities","page_number":74,"box":{"x":89,"y":278,"width":834,"height":13}},{"id":"e723f608-b8a7-4636-b18f-6650358f1a3e","block_type":"box","text":"together with the Cash Component will constitute the “Fund Deposit,” which will represent the consideration for a Creation","page_number":74,"box":{"x":88,"y":293,"width":865,"height":13}},{"id":"ae2da65d-595d-4820-a1e3-39493823e37a","block_type":"box","text":"Unit of the Fund. Please see the","page_number":74,"box":{"x":89,"y":308,"width":219,"height":10}},{"id":"93176b3f-8153-439a-8c7c-0f272f2ed072","block_type":"box","text":"Cash Purchase Method","page_number":74,"box":{"x":314,"y":308,"width":162,"height":10}},{"id":"ad121961-b9d1-4bd9-b4ae-dc28a5e1e4f8","block_type":"box","text":"section below and the following discussion summarizing the Deposit","page_number":74,"box":{"x":480,"y":308,"width":482,"height":13}},{"id":"7bb810c9-51da-427b-8d19-ef63cc030629","block_type":"box","text":"Security method for further information on purchasing Creation Units of the Funds.","page_number":74,"box":{"x":88,"y":324,"width":584,"height":12}},{"id":"b5879ffd-dc02-45a6-8b17-a56c62fb6e03","block_type":"box","text":"As the planned termination date of each Fund approaches, and particularly as the bonds held by the Fund begin to mature,","page_number":74,"box":{"x":88,"y":350,"width":861,"height":12}},{"id":"ac240934-714e-4c84-a489-93506e98c2c0","block_type":"box","text":"the Fund expects to effect both creations and redemptions increasingly for cash.","page_number":74,"box":{"x":88,"y":365,"width":563,"height":12}},{"id":"6c78f508-ec73-467e-b98f-fb96e4791c1a","block_type":"box","text":"The identity and number or par value of the Deposit Securities change pursuant to changes in the composition of a Fund’s","page_number":74,"box":{"x":88,"y":392,"width":858,"height":12}},{"id":"61078a88-9e21-4dfb-a1fc-8c4872a31c77","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":74,"box":{"x":89,"y":407,"width":860,"height":12}},{"id":"c8955cd0-b534-438e-b4eb-8ea64b802d36","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":74,"box":{"x":88,"y":422,"width":876,"height":12}},{"id":"5917ac96-2380-4524-9947-29a1e2bf714a","block_type":"box","text":"to the weighting or composition of the component securities constituting the relevant Underlying Index.","page_number":74,"box":{"x":88,"y":437,"width":730,"height":12}},{"id":"e2953719-e682-4ada-9d97-81c5a1b95007","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":74,"box":{"x":88,"y":463,"width":877,"height":13}},{"id":"c7f6f295-865d-40eb-8be1-3b4f5f2e8bc0","block_type":"box","text":"portion of the Fund Deposit through “systematic rounding.” The rounding methodology “rounds up” position sizes of","page_number":74,"box":{"x":89,"y":479,"width":824,"height":12}},{"id":"1a4d889a-993f-4fad-b4df-fb2f3f79b118","block_type":"box","text":"securities in the Deposit Securities (which in turn reduces the cash portion). However, the methodology limits the maximum","page_number":74,"box":{"x":89,"y":494,"width":869,"height":12}},{"id":"e6d6ba6a-a714-4f91-8e12-24c6ba1b9d9d","block_type":"box","text":"allowed percentage change in weight and share quantity of any given security in the Fund Deposit.","page_number":74,"box":{"x":89,"y":509,"width":690,"height":12}},{"id":"8cb2900f-d4b9-45e2-82e4-278293a7bf26","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":74,"box":{"x":89,"y":535,"width":879,"height":13}},{"id":"39a40d1a-fe08-4b74-9bb0-74a47154c036","block_type":"box","text":"index additions, deletions, and re-weights.","page_number":74,"box":{"x":89,"y":550,"width":295,"height":13}},{"id":"fa60581d-c2da-4abc-ae96-87b1a5d2e2f9","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":74,"box":{"x":88,"y":577,"width":854,"height":12}},{"id":"71f94a72-4714-48e4-b98e-b5576aff5c2e","block_type":"box","text":"Deposit Security in certain circumstances, including: (i) when instruments are not available in sufficient quantity for delivery;","page_number":74,"box":{"x":89,"y":592,"width":870,"height":12}},{"id":"2b6161f5-3c5d-432f-902f-27bee12cdda3","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":74,"box":{"x":89,"y":607,"width":823,"height":12}},{"id":"a05006b3-0dfd-4c67-adfe-974b60e729eb","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":74,"box":{"x":89,"y":622,"width":873,"height":12}},{"id":"4bd4b459-e7ce-40f6-b392-4d9257b5425d","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":74,"box":{"x":88,"y":637,"width":847,"height":13}},{"id":"a4e7745a-5201-47a6-bfda-9c848d85c6e1","block_type":"box","text":"investor on whose behalf the Authorized Participant is acting) would be restricted under applicable securities or other local","page_number":74,"box":{"x":89,"y":652,"width":859,"height":13}},{"id":"0c395daf-5a8c-42b2-a904-22e9ad6b2df2","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":74,"box":{"x":89,"y":668,"width":745,"height":12}},{"id":"ebd25684-77e2-448b-aed8-d9f20c094e34","block_type":"box","text":"Cash Purchase Method.","page_number":74,"box":{"x":89,"y":694,"width":170,"height":10}},{"id":"5bc5f633-4757-437d-88a0-581e15058e5e","block_type":"box","text":"Although the Trust does not generally permit partial or full cash purchases of Creation Units of its","page_number":74,"box":{"x":268,"y":694,"width":682,"height":12}},{"id":"a0a046f2-63cb-476d-a8e8-059c0b798a50","block_type":"box","text":"funds, when partial or full cash purchases of Creation Units are available or specified (Creation Units of the Funds are","page_number":74,"box":{"x":88,"y":709,"width":818,"height":12}},{"id":"83361e14-3b8d-40e0-b5c8-dc200a13c7e0","block_type":"box","text":"generally offered solely for cash), they will be effected in essentially the same manner as in-kind purchases thereof. In the","page_number":74,"box":{"x":89,"y":724,"width":847,"height":13}},{"id":"5c9a3476-9811-4e9a-bb19-177a648c758c","block_type":"box","text":"case of a partial or full cash purchase, the Authorized Participant must pay the cash equivalent of the Deposit Securities it","page_number":74,"box":{"x":89,"y":739,"width":849,"height":13}},{"id":"1a147f12-2f38-4c23-b43d-344ce008bb42","block_type":"box","text":"would otherwise be required to provide through an in-kind purchase, plus the same Cash Component required to be paid by","page_number":74,"box":{"x":88,"y":754,"width":870,"height":13}},{"id":"87d0f916-6a89-49ca-a683-3f3c9438da1e","block_type":"box","text":"an in-kind purchaser.","page_number":74,"box":{"x":89,"y":770,"width":146,"height":12}},{"id":"a0404376-2b77-4677-a6a8-1c7a7f710092","block_type":"box","text":"Procedures for Creation of Creation Units.","page_number":74,"box":{"x":89,"y":796,"width":301,"height":10}},{"id":"68e0672a-b502-4a5a-845e-fec6c2ac4b40","block_type":"box","text":"To be eligible to place orders with the Distributor and to create a Creation Unit of","page_number":74,"box":{"x":398,"y":796,"width":568,"height":12}},{"id":"86c4fe21-4a6f-4e55-b627-c572dd2fbdf5","block_type":"box","text":"the Funds, an entity must be: (i) a “Participating Party,”","page_number":74,"box":{"x":88,"y":811,"width":385,"height":12}},{"id":"a0271002-fc7c-49c5-8327-239b1433c240","block_type":"box","text":"i.e","page_number":74,"box":{"x":478,"y":812,"width":15,"height":9}},{"id":"88beab60-5c1b-4ed8-9d78-808668f0fe4d","block_type":"box","text":"., a broker-dealer or other participant in the clearing process","page_number":74,"box":{"x":494,"y":811,"width":420,"height":12}},{"id":"c0cef9ec-fe3b-424e-a067-fe791e07a112","block_type":"box","text":"through the Continuous Net Settlement System of the NSCC (the “Clearing Process”), a clearing agency that is registered","page_number":74,"box":{"x":88,"y":826,"width":847,"height":13}},{"id":"9260daa4-841d-47f9-a32e-31c0c28ca6dc","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":74,"box":{"x":88,"y":841,"width":863,"height":13}},{"id":"a4c01c1e-ab6b-4a76-9ee6-d1ce5862c449","block_type":"box","text":"and redemptions of Creation Units (“Authorized Participant Agreement”) (discussed below). A member or participant of a","page_number":74,"box":{"x":89,"y":856,"width":851,"height":13}},{"id":"04298aa2-6ce5-4900-8ab2-109924966280","block_type":"box","text":"65","page_number":74,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"0a413b3f-bb3c-416b-9445-c52df461d513","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":75,"box":{"x":89,"y":44,"width":866,"height":12}},{"id":"b6cc9497-26b5-4766-8a97-df350aaa2d8a","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":75,"box":{"x":89,"y":59,"width":843,"height":12}},{"id":"728f64f8-8750-4207-8d6f-82e7fd12b201","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":75,"box":{"x":89,"y":74,"width":873,"height":12}},{"id":"2e181724-8939-402e-b57a-4e0ce664a8df","block_type":"box","text":"& Co. for the account of a DTC Participant.","page_number":75,"box":{"x":89,"y":89,"width":295,"height":13}},{"id":"b84cff94-04bd-4803-b4ac-ed3a39d8e642","block_type":"box","text":"Role of the Authorized Participant.","page_number":75,"box":{"x":89,"y":116,"width":247,"height":12}},{"id":"9874dc2e-7e53-41ee-b034-0a7a8240090f","block_type":"box","text":"Creation Units may be purchased only by or through a member or participant of a","page_number":75,"box":{"x":346,"y":116,"width":570,"height":12}},{"id":"1753c6f1-67fa-48b1-978c-a2c7d469201c","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":75,"box":{"x":89,"y":131,"width":870,"height":12}},{"id":"9e6ffc79-c279-441f-bf58-faa0d8296bad","block_type":"box","text":"allows such member or participant to place orders for the purchase and redemption of Creation Units. Such Authorized","page_number":75,"box":{"x":89,"y":146,"width":833,"height":12}},{"id":"4ed8a0ea-3be9-4a39-8b1d-51f2518125c3","block_type":"box","text":"Participant will agree, pursuant to the terms of such Authorized Participant Agreement and on behalf of itself or any investor","page_number":75,"box":{"x":89,"y":161,"width":871,"height":12}},{"id":"d4b136bf-823a-41e0-8ac7-a34995a466c3","block_type":"box","text":"on whose behalf it will act, to certain conditions, including that such Authorized Participant will make available in advance of","page_number":75,"box":{"x":89,"y":176,"width":873,"height":13}},{"id":"0c22c556-a9a6-4e98-97aa-9d266062f663","block_type":"box","text":"each purchase of shares an amount of cash sufficient to pay the Cash Component, once the NAV of a Creation Unit is next","page_number":75,"box":{"x":89,"y":191,"width":855,"height":13}},{"id":"aa7b7566-515e-4c02-abd4-6994cebac394","block_type":"box","text":"determined after receipt of the purchase order in proper form, together with the transaction fees described below. An","page_number":75,"box":{"x":89,"y":206,"width":820,"height":13}},{"id":"80650523-56b5-4fcb-8ab3-f294dc0ea591","block_type":"box","text":"Authorized Participant, acting on behalf of an investor, may require the investor to enter into an agreement with such","page_number":75,"box":{"x":88,"y":222,"width":819,"height":12}},{"id":"a9909920-147b-4eb4-a3b6-d82d7184cd0e","block_type":"box","text":"Authorized Participant with respect to certain matters, including payment of the Cash Component. Investors who are not","page_number":75,"box":{"x":88,"y":237,"width":847,"height":12}},{"id":"d5061f12-e8ae-48d2-98e6-34571454621f","block_type":"box","text":"Authorized Participants must make appropriate arrangements with an Authorized Participant. Investors should be aware that","page_number":75,"box":{"x":88,"y":252,"width":875,"height":12}},{"id":"4534c5e7-f9dd-4a8b-9f7c-f29bd9be4a5b","block_type":"box","text":"their particular broker may not be a DTC Participant or may not have executed an Authorized Participant Agreement and that","page_number":75,"box":{"x":88,"y":267,"width":875,"height":12}},{"id":"bdacc4be-ac96-4cd6-944b-0a727c08f50d","block_type":"box","text":"orders to purchase Creation Units may have to be placed by the investor’s broker through an Authorized Participant. As a","page_number":75,"box":{"x":89,"y":282,"width":844,"height":12}},{"id":"28cf5061-b77d-41a7-b920-d3a0bbb9667b","block_type":"box","text":"result, purchase orders placed through an Authorized Participant may result in additional charges to such investor. The Trust","page_number":75,"box":{"x":89,"y":297,"width":871,"height":12}},{"id":"7cc5a703-6e77-4349-b109-bfefe14e29ac","block_type":"box","text":"does not expect to enter into an Authorized Participant Agreement with more than a small number of DTC Participants. A list","page_number":75,"box":{"x":89,"y":312,"width":874,"height":13}},{"id":"6011a8e0-7b9c-49e8-8d8c-800eca30b387","block_type":"box","text":"of current Authorized Participants may be obtained from the Distributor. The Distributor has adopted guidelines regarding","page_number":75,"box":{"x":89,"y":327,"width":853,"height":13}},{"id":"06d042a9-7877-426b-8b38-fdbf1115a528","block_type":"box","text":"Authorized Participants’ transactions in Creation Units that are made available to all Authorized Participants. These guidelines","page_number":75,"box":{"x":88,"y":342,"width":877,"height":13}},{"id":"181ca576-70ce-4229-b121-bd42008935a1","block_type":"box","text":"set forth the processes and standards for Authorized Participants to transact with the Distributor and its agents in connection","page_number":75,"box":{"x":89,"y":358,"width":878,"height":12}},{"id":"82fe0846-2d94-4afe-b81e-0ed9ad062433","block_type":"box","text":"with creation and redemption transactions. In addition, the Distributor may be appointed as the proxy of the Authorized","page_number":75,"box":{"x":88,"y":373,"width":839,"height":12}},{"id":"e3b45905-75d6-44bc-acc5-b64ee652675b","block_type":"box","text":"Participant and may be granted a power of attorney under its Authorized Participant Agreement.","page_number":75,"box":{"x":89,"y":388,"width":674,"height":12}},{"id":"f33bb01b-cd93-47fc-ba30-7356a4caa819","block_type":"box","text":"Placement of Creation Orders.","page_number":75,"box":{"x":89,"y":414,"width":216,"height":10}},{"id":"81238a9f-5f34-46ea-ad4d-5bfba6da998d","block_type":"box","text":"Fund Deposits must be delivered through the Federal Reserve System (for cash and U.S.","page_number":75,"box":{"x":315,"y":414,"width":612,"height":13}},{"id":"d89e6f7f-1732-4d81-a659-a2cb5305f850","block_type":"box","text":"government securities), through DTC (for corporate and municipal securities) or through a central depository account, such","page_number":75,"box":{"x":89,"y":429,"width":867,"height":13}},{"id":"c278c2fe-70d2-4ef9-8b57-6a05e32d5eb7","block_type":"box","text":"as with Euroclear or DTC, maintained by State Street or JPMorgan, as applicable, or a sub-custodian (a “Central Depository","page_number":75,"box":{"x":89,"y":445,"width":856,"height":12}},{"id":"29584e8e-d436-4487-9851-9811b255655f","block_type":"box","text":"Account”). Any portion of a Fund Deposit that may not be delivered through the Federal Reserve System or DTC must be","page_number":75,"box":{"x":88,"y":460,"width":844,"height":12}},{"id":"c4d1844f-f8bc-4340-a824-1aeaeb3d0322","block_type":"box","text":"delivered through a Central Depository Account. The Fund Deposit transfers made through DTC must be ordered by the DTC","page_number":75,"box":{"x":89,"y":475,"width":872,"height":12}},{"id":"08ba100b-a0ea-4faf-9bc1-d0ce540398ce","block_type":"box","text":"Participant in a timely fashion so as to ensure the delivery of the requisite number of Deposit Securities through DTC to the","page_number":75,"box":{"x":89,"y":490,"width":859,"height":12}},{"id":"de3cf917-a01a-4c9d-8660-161404e51c13","block_type":"box","text":"account of the Fund generally before 3:00 p.m., Eastern time on the Settlement Date. Fund Deposit transfers made through","page_number":75,"box":{"x":89,"y":505,"width":861,"height":12}},{"id":"6ac4d5ac-156d-45f9-a6fd-0b0ca60e9003","block_type":"box","text":"the Federal Reserve System must be deposited by the participant institution in a timely fashion so as to ensure the delivery of","page_number":75,"box":{"x":88,"y":520,"width":874,"height":12}},{"id":"c8cd8fd9-fe8a-4153-b901-951ee4541200","block_type":"box","text":"the requisite number or amount of Deposit Securities or cash through the Federal Reserve System to the account of the Fund","page_number":75,"box":{"x":88,"y":535,"width":876,"height":13}},{"id":"cb0a35a7-307e-48f3-983c-4003895c96ca","block_type":"box","text":"generally before 3:00 p.m., Eastern time on the Settlement Date. Fund Deposit transfers made through a Central Depository","page_number":75,"box":{"x":89,"y":550,"width":864,"height":13}},{"id":"eafc0807-f2a8-4b10-ae69-d02a23e38803","block_type":"box","text":"Account must be completed pursuant to the requirements established by the custodian or sub-custodian for such Central","page_number":75,"box":{"x":88,"y":565,"width":854,"height":13}},{"id":"74fbeb18-0a73-4b3b-904d-84d375741611","block_type":"box","text":"Depository Account generally before 2:00 p.m., Eastern time on the Settlement Date. The “Settlement Date” for all funds is","page_number":75,"box":{"x":89,"y":581,"width":857,"height":12}},{"id":"f7291ff4-43b9-45b6-a0c4-834ece7c53e8","block_type":"box","text":"generally the first business day after the Transmittal Date. All questions as to the number of Deposit Securities to be","page_number":75,"box":{"x":89,"y":596,"width":811,"height":12}},{"id":"b98663c7-5c55-48aa-91be-a0ea837233df","block_type":"box","text":"delivered, and the validity, form and eligibility (including time of receipt) for the deposit of any tendered securities, will be","page_number":75,"box":{"x":89,"y":611,"width":845,"height":12}},{"id":"0e42067c-fdc4-4709-b769-011828ba09bf","block_type":"box","text":"determined by the Trust, whose determination shall be final and binding. The amount of cash equal to the Cash Component","page_number":75,"box":{"x":89,"y":626,"width":869,"height":12}},{"id":"e8177235-c60f-4b7a-a7e0-bffb487a4b40","block_type":"box","text":"must be transferred directly to State Street or JPMorgan, as applicable, through the Federal Reserve Bank wire transfer system","page_number":75,"box":{"x":89,"y":641,"width":876,"height":12}},{"id":"eb40ada9-8318-4f26-87d8-785974181fcc","block_type":"box","text":"in a timely manner so as to be received by State Street or JPMorgan, as applicable, generally before 3:00 p.m., Eastern time on","page_number":75,"box":{"x":89,"y":656,"width":875,"height":13}},{"id":"2348ef76-ba4e-432a-a86c-362e555cefc8","block_type":"box","text":"the Settlement Date. If the Cash Component and the Deposit Securities are not received by 3:00 p.m., Eastern time on the","page_number":75,"box":{"x":88,"y":671,"width":850,"height":13}},{"id":"b6df25f3-fea8-4c3e-bf42-e304383ca386","block_type":"box","text":"Settlement Date, the creation order may be canceled. Upon written notice to the Distributor, such canceled order may be","page_number":75,"box":{"x":88,"y":686,"width":846,"height":13}},{"id":"0458f80d-2752-414e-854a-36e00a42b1c5","block_type":"box","text":"resubmitted the following Business Day using a Fund Deposit as newly constituted to reflect the then current NAV of the","page_number":75,"box":{"x":89,"y":702,"width":843,"height":12}},{"id":"fa8c1034-4bed-4099-8575-9d5296cc1e55","block_type":"box","text":"Funds. The delivery of Creation Units so created generally will occur no later than the first Business Day following the day on","page_number":75,"box":{"x":89,"y":717,"width":869,"height":12}},{"id":"426ce03b-b071-4da8-9d73-85113829a730","block_type":"box","text":"which the purchase order is deemed received by the Distributor, provided that the relevant Fund Deposit has been received","page_number":75,"box":{"x":88,"y":732,"width":860,"height":12}},{"id":"4b682329-83dd-459a-8666-ace4d3ff5655","block_type":"box","text":"by the applicable Fund prior to such time.","page_number":75,"box":{"x":89,"y":747,"width":290,"height":12}},{"id":"6166a9db-690e-4db7-bd01-e315adb50830","block_type":"box","text":"Purchase Orders.","page_number":75,"box":{"x":89,"y":773,"width":122,"height":10}},{"id":"e8eee0a2-37c5-4434-ab5f-f1c22a7789bb","block_type":"box","text":"To initiate an order for a Creation Unit, an Authorized Participant must submit to the Distributor or its","page_number":75,"box":{"x":224,"y":773,"width":708,"height":13}},{"id":"d7c61258-9d67-4813-a4d6-10c114e4301c","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":75,"box":{"x":89,"y":788,"width":837,"height":13}},{"id":"e383dfcc-d819-43b1-bf39-75fa3319c6c5","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":75,"box":{"x":89,"y":804,"width":832,"height":12}},{"id":"ca9c2264-2ab0-4766-bf55-cc94e55d06d4","block_type":"box","text":"custodian will then provide such information to any appropriate sub-custodian. Procedures and requirements governing the","page_number":75,"box":{"x":89,"y":819,"width":868,"height":12}},{"id":"ec33664a-799e-43d6-a4cd-2e10480ef222","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":75,"box":{"x":89,"y":834,"width":873,"height":12}},{"id":"936c9a89-e80e-4951-8e7e-f2134b1ac549","block_type":"box","text":"to time. Investors, other than Authorized Participants, are responsible for making arrangements for a creation request to be","page_number":75,"box":{"x":88,"y":849,"width":862,"height":12}},{"id":"ca9e8381-f175-4001-a962-45b594999caf","block_type":"box","text":"66","page_number":75,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"db736492-98db-417f-8d11-73e109564895","block_type":"box","text":"made through an Authorized Participant. The Distributor or its agent will provide a list of current Authorized Participants","page_number":76,"box":{"x":89,"y":44,"width":842,"height":12}},{"id":"09fb0a64-9030-44d3-9872-7f7e76d85dcf","block_type":"box","text":"upon request. Those placing orders to purchase Creation Units through an Authorized Participant should allow sufficient time","page_number":76,"box":{"x":89,"y":59,"width":878,"height":12}},{"id":"6adcebca-8e23-4413-ba4a-56330fab579e","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":76,"box":{"x":88,"y":74,"width":854,"height":12}},{"id":"8fbb3ec5-0e5f-41f7-984d-dbfccb299196","block_type":"box","text":"such Business Day.","page_number":76,"box":{"x":89,"y":89,"width":131,"height":13}},{"id":"d0826add-dd0a-4fbd-8c79-6bcd6030f649","block_type":"box","text":"The Authorized Participant must also make available on or before the contractual settlement date, by means satisfactory to","page_number":76,"box":{"x":88,"y":116,"width":861,"height":12}},{"id":"b522520f-5ab8-496a-90ce-0a7ab1a26c2c","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":76,"box":{"x":88,"y":131,"width":875,"height":12}},{"id":"b93a18e2-01d9-4112-80cd-d295c0120c62","block_type":"box","text":"determined after acceptance of the purchase order, together with the applicable purchase transaction fees. Those placing","page_number":76,"box":{"x":89,"y":146,"width":851,"height":12}},{"id":"24a612d4-9883-4ce6-8185-f4d2c0c71501","block_type":"box","text":"orders should ascertain the applicable deadline for cash transfers by contacting the operations department of the broker or","page_number":76,"box":{"x":89,"y":161,"width":861,"height":12}},{"id":"af9a149e-73dc-4c0c-8742-d830687da156","block_type":"box","text":"depositary institution effectuating the transfer of the Cash Component. This deadline is likely to be significantly earlier than","page_number":76,"box":{"x":89,"y":176,"width":860,"height":13}},{"id":"76704d4f-9594-4a47-af09-d53e62e4451f","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":76,"box":{"x":88,"y":191,"width":862,"height":13}},{"id":"06154123-806a-4d7b-814e-5274e1e4c749","block_type":"box","text":"shares placed with it to be in the particular form required by the individual Authorized Participant.","page_number":76,"box":{"x":89,"y":206,"width":681,"height":13}},{"id":"81868d7b-d498-4cad-bf20-7d2e02b9c4a3","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":76,"box":{"x":88,"y":233,"width":879,"height":12}},{"id":"737b255d-deec-4070-9b7d-98e32344af73","block_type":"box","text":"amounts, in connection with any purchase order.","page_number":76,"box":{"x":89,"y":248,"width":342,"height":12}},{"id":"c86b93aa-5e05-4737-9119-4dcf98fc666b","block_type":"box","text":"Timing of Submission of Purchase Orders.","page_number":76,"box":{"x":88,"y":274,"width":304,"height":13}},{"id":"c56513f0-5027-4a31-90d6-b2decce717de","block_type":"box","text":"An Authorized Participant must submit an irrevocable order to purchase shares","page_number":76,"box":{"x":401,"y":274,"width":554,"height":13}},{"id":"cf7cf162-d5fe-4e72-8953-00b02d299f75","block_type":"box","text":"of a Fund before 4:00 p.m., Eastern time on any Business Day in order to receive that day’s NAV. Creation Orders must be","page_number":76,"box":{"x":89,"y":290,"width":844,"height":12}},{"id":"831f47bc-b8e3-4cca-9f4f-ab9d55f2a467","block_type":"box","text":"transmitted by an Authorized Participant in the form required by the Funds to the Distributor or its agent pursuant to","page_number":76,"box":{"x":88,"y":305,"width":817,"height":12}},{"id":"5de6fbbd-8f9e-4704-a707-126c28f5c99c","block_type":"box","text":"procedures set forth in the Authorized Participant Agreement. Economic or market disruptions or changes, or telephone or","page_number":76,"box":{"x":89,"y":320,"width":859,"height":12}},{"id":"cc094561-7e85-409f-9bc0-e74c13fea08e","block_type":"box","text":"other communication failure, may impede the ability to reach the Distributor or its agent or an Authorized Participant. Each","page_number":76,"box":{"x":89,"y":335,"width":861,"height":12}},{"id":"05219eae-cb9a-4947-b585-971a64c54063","block_type":"box","text":"Fund’s deadline specified above for the submission of purchase orders is referred to as the Fund’s “Cutoff Time.” The","page_number":76,"box":{"x":89,"y":350,"width":817,"height":12}},{"id":"df209077-5e87-4286-b72d-0aa67d2e99cc","block_type":"box","text":"Distributor or its agent, in their discretion, may permit the submission of such orders and requests by or through an","page_number":76,"box":{"x":89,"y":365,"width":808,"height":12}},{"id":"82e41054-dc2b-4fb8-be82-e459ca708425","block_type":"box","text":"Authorized Participant at any time (including on days on which the Listing Exchange is not open for business) via","page_number":76,"box":{"x":88,"y":380,"width":792,"height":13}},{"id":"fa476176-37d1-44c1-a540-87297f2f6798","block_type":"box","text":"communication through the facilities of the Distributor’s or its agent’s proprietary website maintained for this purpose.","page_number":76,"box":{"x":89,"y":395,"width":832,"height":13}},{"id":"92d3b7aa-eda1-47cd-a153-d1abdc42de95","block_type":"box","text":"Purchase orders and redemption requests, if accepted by the Trust, will be processed based on the NAV next determined","page_number":76,"box":{"x":89,"y":410,"width":843,"height":13}},{"id":"bfd22a10-2460-45c3-937f-4c87a26cc0a3","block_type":"box","text":"after such acceptance in accordance with each Fund’s Cutoff Times as provided in the Authorized Participant Agreement and","page_number":76,"box":{"x":89,"y":426,"width":877,"height":12}},{"id":"97356316-7913-437b-a3f7-89b9280586f4","block_type":"box","text":"disclosed in this SAI.","page_number":76,"box":{"x":89,"y":441,"width":142,"height":9}},{"id":"9b6429d7-8b6e-45e5-857b-9ef80dd256a7","block_type":"box","text":"Acceptance of Orders for Creation Units.","page_number":76,"box":{"x":88,"y":467,"width":293,"height":13}},{"id":"1f35ee44-039b-4f87-812c-bd649c4936b4","block_type":"box","text":"Subject to the conditions that (i) an irrevocable purchase order has been","page_number":76,"box":{"x":394,"y":467,"width":507,"height":13}},{"id":"fe771897-5094-4bc9-bad0-2c09dc734959","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":76,"box":{"x":89,"y":482,"width":871,"height":13}},{"id":"1caa7535-4b15-402f-bd6e-d6fabd7c9b41","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":76,"box":{"x":88,"y":497,"width":858,"height":13}},{"id":"9797beeb-710d-4399-994c-5b337a2bdbe3","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":76,"box":{"x":89,"y":513,"width":865,"height":12}},{"id":"8ec6017a-0050-4abc-a869-90786bd1f3c7","block_type":"box","text":"as set forth below.","page_number":76,"box":{"x":89,"y":528,"width":126,"height":9}},{"id":"c416e453-6c1c-4a96-b3cf-600b91a9a8aa","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":76,"box":{"x":89,"y":554,"width":815,"height":12}},{"id":"eb45cac4-7a83-4ef7-ae5a-6396813220b7","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":76,"box":{"x":89,"y":569,"width":812,"height":13}},{"id":"2d0e6351-4940-4222-abf3-deb05046464a","block_type":"box","text":"confirmation of acceptance to the Authorized Participant that placed the order.","page_number":76,"box":{"x":89,"y":584,"width":552,"height":13}},{"id":"011ecf09-293f-41cc-bfb8-f74890b9e5bd","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":76,"box":{"x":89,"y":611,"width":870,"height":12}},{"id":"f796a985-3c53-4cad-9832-8cc29333bee6","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":76,"box":{"x":89,"y":626,"width":860,"height":12}},{"id":"132a96f1-e328-4c32-9e2a-b1f45c6abd88","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":76,"box":{"x":89,"y":641,"width":877,"height":12}},{"id":"f55e3749-a56d-43d1-94fd-18046828a97c","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":76,"box":{"x":89,"y":656,"width":853,"height":13}},{"id":"c6c01666-c75e-4995-aff1-3297f1ddc07b","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":76,"box":{"x":89,"y":671,"width":876,"height":13}},{"id":"b2858f8d-c007-47bf-96db-75ff545c6125","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":76,"box":{"x":89,"y":686,"width":820,"height":13}},{"id":"5f84cf64-c3bc-4d30-b6cd-d8fc4cdb3a5c","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":76,"box":{"x":89,"y":702,"width":810,"height":12}},{"id":"7be07dc5-444e-43af-af7a-2618b0484bb5","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":76,"box":{"x":89,"y":717,"width":852,"height":12}},{"id":"2af04a14-b969-4121-9fc6-58e9719e309d","block_type":"box","text":"Participant acting on behalf of such purchaser of its rejection of such order. The Funds, State Street or JPMorgan, as","page_number":76,"box":{"x":89,"y":732,"width":808,"height":12}},{"id":"8054c4d0-e2f9-476f-92e7-7c00ab2301ee","block_type":"box","text":"applicable, the sub-custodian and the Distributor or its agent are under no duty, however, to give notification of any defects","page_number":76,"box":{"x":89,"y":747,"width":862,"height":12}},{"id":"f87f82a5-9a09-4e21-bc4a-ad59c3f24383","block_type":"box","text":"or irregularities in the delivery of Fund Deposits nor shall any of them incur any liability for failure to give such notification.","page_number":76,"box":{"x":89,"y":762,"width":853,"height":12}},{"id":"bc74a552-e6b3-4de9-81ed-4600dab8c97c","block_type":"box","text":"Issuance of a Creation Unit.","page_number":76,"box":{"x":89,"y":788,"width":197,"height":10}},{"id":"f8b10c07-2951-4a3c-9934-b2f1ada40423","block_type":"box","text":"Except as provided herein, a Creation Unit will not be issued until the transfer of good title to the applicable Fund of the","page_number":76,"box":{"x":89,"y":815,"width":832,"height":12}},{"id":"690d245f-54a9-4b28-ace0-6dfa5df9c65b","block_type":"box","text":"Deposit Securities and the payment of the Cash Component have been completed. When the sub-custodian has confirmed","page_number":76,"box":{"x":89,"y":830,"width":861,"height":12}},{"id":"2e0bec5b-380c-47ed-a2de-2c9a1fbd7943","block_type":"box","text":"to the custodian that the securities included in the Fund Deposit (or the cash value thereof ) have been delivered to the","page_number":76,"box":{"x":88,"y":845,"width":830,"height":12}},{"id":"5352cb7e-e34e-44f2-a3ae-6432e2b87dc7","block_type":"box","text":"67","page_number":76,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"fe33ce4c-9feb-4011-8e6f-77c64b534d0d","block_type":"box","text":"account of the relevant sub-custodian or sub-custodians, the Distributor or its agent and BFA shall be notified of such","page_number":77,"box":{"x":89,"y":44,"width":824,"height":12}},{"id":"ef768e0d-3862-49b3-bd16-273ed6894576","block_type":"box","text":"delivery and the applicable Fund will issue and cause the delivery of the Creation Unit.","page_number":77,"box":{"x":89,"y":59,"width":599,"height":12}},{"id":"5233ee65-3587-4338-95ec-c6f525bfb02c","block_type":"box","text":"Creation Units of each Fund are generally issued on a “T+1 basis” (","page_number":77,"box":{"x":89,"y":85,"width":465,"height":13}},{"id":"38e73ac6-5b92-4f60-95f2-5870e82f8c2b","block_type":"box","text":"i.e.","page_number":77,"box":{"x":555,"y":86,"width":18,"height":9}},{"id":"b9b0428a-ab7c-4aa1-a123-029cd6e8ea32","block_type":"box","text":", one Business Day after trade date). However, each","page_number":77,"box":{"x":575,"y":85,"width":357,"height":13}},{"id":"7879b397-ed56-407d-96af-f39fdd191fc1","block_type":"box","text":"Fund reserves the right to settle Creation Unit transactions on a different basis, if necessary or appropriate under the","page_number":77,"box":{"x":89,"y":101,"width":812,"height":12}},{"id":"785fe69a-1c6b-4575-9c92-28525b6237e0","block_type":"box","text":"circumstances and compliant with applicable law. These circumstances may include, among others, accommodating non","page_number":77,"box":{"x":89,"y":116,"width":857,"height":12}},{"id":"d944287a-c719-4c4f-ad7e-fe9007e4ce04","block_type":"box","text":"U.S. market holiday schedules and accounting for different treatment among non-U.S. and U.S. markets of dividend record","page_number":77,"box":{"x":89,"y":131,"width":855,"height":12}},{"id":"41df4738-d6a3-42ad-8c96-0c7634a90f6c","block_type":"box","text":"dates and ex-dividend dates (","page_number":77,"box":{"x":89,"y":146,"width":206,"height":12}},{"id":"e2f27514-65de-47e5-9ad1-5b77d8871a80","block_type":"box","text":"i.e.","page_number":77,"box":{"x":296,"y":147,"width":18,"height":9}},{"id":"ca806b33-0eab-4384-8f37-72455ee14f36","block_type":"box","text":", the last day the holder of a security can sell the security and still receive dividends payable","page_number":77,"box":{"x":316,"y":146,"width":637,"height":12}},{"id":"ee1a7105-ca83-41ba-aad0-9740094ed3a6","block_type":"box","text":"on the security).","page_number":77,"box":{"x":89,"y":161,"width":112,"height":12}},{"id":"c66395c7-eb56-4943-987e-2f311ce32f8a","block_type":"box","text":"To the extent contemplated by an Authorized Participant Agreement with the Distributor, each Fund will issue Creation Units","page_number":77,"box":{"x":88,"y":188,"width":873,"height":12}},{"id":"e55f057e-b9ce-424b-aaeb-87d3670182e9","block_type":"box","text":"to such Authorized Participant, notwithstanding the fact that the corresponding Fund Deposits have not been received in","page_number":77,"box":{"x":88,"y":203,"width":847,"height":12}},{"id":"7f84c6db-65be-4d26-a0e9-c673383aee65","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":77,"box":{"x":89,"y":218,"width":876,"height":12}},{"id":"08b3765d-8aff-4306-abe5-a665bf355dd7","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":77,"box":{"x":89,"y":233,"width":878,"height":12}},{"id":"a5f65ee8-0adb-4fa5-a5ba-839ecae64f86","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":77,"box":{"x":88,"y":248,"width":874,"height":12}},{"id":"1007526b-4705-4b76-92b2-9e062fc4f8b5","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":77,"box":{"x":88,"y":263,"width":850,"height":12}},{"id":"a5d285a8-3a67-495a-ad88-7be5335116d5","block_type":"box","text":"settlement date. Information concerning the Funds’ current procedures for collateralization of missing Deposit Securities is","page_number":77,"box":{"x":89,"y":278,"width":859,"height":13}},{"id":"3d5b733b-eabc-4454-9374-38c3c6e9b8ee","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":77,"box":{"x":89,"y":293,"width":851,"height":13}},{"id":"2c2be9bd-ff80-409f-ba7f-8903539b092c","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":77,"box":{"x":89,"y":308,"width":865,"height":13}},{"id":"1d954971-839e-4791-8f20-b5908a9abe4c","block_type":"box","text":"Funds of purchasing such securities and the collateral including, without limitation, liability for related brokerage, borrowings","page_number":77,"box":{"x":89,"y":324,"width":875,"height":12}},{"id":"2bf84b33-a533-41b0-a42d-2cddb36fb2e0","block_type":"box","text":"and other charges.","page_number":77,"box":{"x":89,"y":339,"width":130,"height":12}},{"id":"fe186b7e-f00d-41d4-af1f-5eaa00f05728","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":77,"box":{"x":89,"y":365,"width":809,"height":12}},{"id":"bcd965e6-454c-4229-8886-a92d88581c65","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":77,"box":{"x":89,"y":380,"width":811,"height":13}},{"id":"69b9207e-f360-4189-9b2a-73e07c8da7b2","block_type":"box","text":"Authorized Participants that the creation and redemption transactions are for separate beneficial owners. All questions as to","page_number":77,"box":{"x":88,"y":395,"width":869,"height":13}},{"id":"8d4680b5-da89-4895-b4c9-2d27801445ed","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":77,"box":{"x":88,"y":410,"width":876,"height":13}},{"id":"5ea194a4-d233-48cf-9aaa-90c1f6b53d95","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":77,"box":{"x":89,"y":426,"width":837,"height":12}},{"id":"2f709e2b-f584-4e5d-8cf4-e8666d169af4","block_type":"box","text":"Costs Associated with Creation Transactions.","page_number":77,"box":{"x":89,"y":452,"width":325,"height":10}},{"id":"b8781cf3-be61-42c1-aab2-24af0bd543ea","block_type":"box","text":"A standard creation transaction fee is imposed to offset the transfer and","page_number":77,"box":{"x":426,"y":452,"width":505,"height":12}},{"id":"055e340c-165b-424e-8a70-4ab6ed2346c9","block_type":"box","text":"other transaction costs associated with the issuance of Creation Units. Under an ETF Services Agreement, the Funds have","page_number":77,"box":{"x":89,"y":467,"width":850,"height":13}},{"id":"ebb2cd8a-226b-4607-89dc-793411689eb7","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":77,"box":{"x":89,"y":482,"width":842,"height":13}},{"id":"dd2fb261-29e6-431b-822c-6f5c66ea9237","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":77,"box":{"x":88,"y":497,"width":849,"height":13}},{"id":"b978ca60-c685-4b8d-8227-94f35462f5e6","block_type":"box","text":"and (2) transfer, processing and other transaction costs charged by a Fund custodian in connection with the issuance of","page_number":77,"box":{"x":89,"y":513,"width":843,"height":12}},{"id":"02ec9aec-ee3a-42ac-be61-d2ffbb2230b6","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":77,"box":{"x":89,"y":528,"width":876,"height":12}},{"id":"ffd60143-d9a7-4739-af1d-3f508d5b006f","block_type":"box","text":"to the ETF Services Agreement, but BRIL will reimburse any Custody Transaction Costs to the applicable Fund custodian","page_number":77,"box":{"x":88,"y":543,"width":840,"height":12}},{"id":"b643aaa1-d6ac-4bdb-888f-fc6552b84472","block_type":"box","text":"according to the amounts invoiced by such custodian.","page_number":77,"box":{"x":89,"y":558,"width":378,"height":12}},{"id":"485b955e-996f-437a-b30c-608c131d4433","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":77,"box":{"x":88,"y":584,"width":862,"height":13}},{"id":"fc07d5e1-861e-4e87-b119-fc9d51de3b24","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":77,"box":{"x":88,"y":599,"width":879,"height":13}},{"id":"5a991349-defc-4ce9-966a-379003124cb2","block_type":"box","text":"instruments included in a Fund’s Creation Basket, among other variables. The ETF Servicing Fee may be equal to zero in","page_number":77,"box":{"x":89,"y":615,"width":834,"height":12}},{"id":"368791d6-05b6-4846-92fe-4fbf0bed1caa","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":77,"box":{"x":89,"y":630,"width":874,"height":12}},{"id":"44d2f66e-50df-48c5-9265-e89bb2267a34","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":77,"box":{"x":89,"y":645,"width":877,"height":12}},{"id":"d20fdc0b-b32e-4d10-ad2c-d552304db256","block_type":"box","text":"Unit. The following table sets forth, for each Fund, an estimate of the creation transaction fee for a Creation Unit based on","page_number":77,"box":{"x":89,"y":660,"width":851,"height":12}},{"id":"d5c7660f-a783-4d49-a2c7-f2133eba0860","block_type":"box","text":"data as of January 12, 2026. The actual fee charged to an Authorized Participant in connection with a creation order will vary","page_number":77,"box":{"x":89,"y":675,"width":870,"height":12}},{"id":"a52d02ca-bf42-423d-98df-715c5f38c4f5","block_type":"box","text":"over time depending on the factors discussed above, and may be higher than the fee set forth below.","page_number":77,"box":{"x":89,"y":690,"width":704,"height":13}},{"id":"e0cfa32c-cee8-4c38-aaf6-814b5615bb6f","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":77,"box":{"x":89,"y":717,"width":869,"height":12}},{"id":"911a379f-c67f-4dc3-bd99-4a62b438a57c","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":77,"box":{"x":89,"y":732,"width":845,"height":12}},{"id":"0e45ddc7-49cf-443f-8450-ce9df6fadda3","block_type":"box","text":"shown below) certain brokerage, tax, foreign exchange, execution and other costs and expenses related to the execution of","page_number":77,"box":{"x":89,"y":747,"width":864,"height":12}},{"id":"d6ce4523-ea51-4e06-9c9e-c3617b9cfbcd","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":77,"box":{"x":88,"y":762,"width":845,"height":12}},{"id":"ed583198-a6d5-46fa-b3c1-7e693de1b81c","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":77,"box":{"x":89,"y":777,"width":853,"height":12}},{"id":"32cac8a9-12a3-4d06-a15d-913215ee9564","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":77,"box":{"x":88,"y":792,"width":836,"height":13}},{"id":"8f38796a-1b3f-4211-b3a0-0c5a9b4bf246","block_type":"box","text":"identical securities to the securities identified by BlackRock in estimating these transaction and other costs and expenses. In","page_number":77,"box":{"x":89,"y":807,"width":866,"height":13}},{"id":"48af43cd-ba51-4d26-ba09-5d5c9135cd58","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":77,"box":{"x":89,"y":822,"width":834,"height":13}},{"id":"9e0607bc-c098-465d-adbf-7743076347e2","block_type":"box","text":"maximum amounts shown below.","page_number":77,"box":{"x":89,"y":838,"width":237,"height":9}},{"id":"febca7a9-0fde-4632-b971-eab4d5253144","block_type":"box","text":"68","page_number":77,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"902e5778-81a0-4b15-8cb4-1f9023a23fab","block_type":"box","text":"Authorized Participants will also bear the costs of transferring the Deposit Securities to the Funds. Certain fees/costs","page_number":78,"box":{"x":88,"y":44,"width":817,"height":12}},{"id":"0ecd0d13-5aff-44a1-aa0f-aef7acd60b9d","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":78,"box":{"x":89,"y":59,"width":866,"height":12}},{"id":"426b13fc-e7d7-4afc-95e4-c87f0e10d0c4","block_type":"box","text":"other financial intermediary to acquire Fund shares may be charged a fee for such services.","page_number":78,"box":{"x":89,"y":74,"width":636,"height":12}},{"id":"96959081-7e4d-4433-a46a-4d8c29cca8ad","block_type":"box","text":"The following table sets forth each Fund’s estimated creation transaction fee based on data as of January 12, 2026 and","page_number":78,"box":{"x":88,"y":101,"width":830,"height":12}},{"id":"22bc5a2c-5db1-465d-a148-f6a6f5cef2c2","block_type":"box","text":"maximum additional charge (as described above):","page_number":78,"box":{"x":89,"y":116,"width":350,"height":12}},{"id":"835c7910-3b09-4b1a-84ce-da71198faa00","block_type":"box","text":"Fund","page_number":78,"box":{"x":89,"y":155,"width":27,"height":8}},{"id":"e757e2d9-766d-44a3-aaae-1919065e84dd","block_type":"box","text":"Standard Creation","page_number":78,"box":{"x":664,"y":145,"width":104,"height":8}},{"id":"f50dd3cb-bff1-403a-8ec0-9ee59e8600e5","block_type":"box","text":"Transaction Fee**","page_number":78,"box":{"x":664,"y":155,"width":105,"height":8}},{"id":"5969cea7-c1f4-402d-b2fb-c9848dbfd18c","block_type":"box","text":"Maximum Additional","page_number":78,"box":{"x":847,"y":145,"width":120,"height":8}},{"id":"371e02bd-1794-47f3-8e1a-7da93f6648c5","block_type":"box","text":"Charge*","page_number":78,"box":{"x":883,"y":155,"width":48,"height":10}},{"id":"688ac9b1-dd90-4939-8f0d-87a8a368d4e0","block_type":"box","text":"iShares iBonds Dec 2026 Term Muni Bond ETF $ 0.00 3.0%","page_number":78,"box":{"x":89,"y":177,"width":843,"height":11}},{"id":"e7b4d150-3ded-4601-8388-c8cca11699fa","block_type":"box","text":"iShares iBonds Dec 2027 Term Muni Bond ETF 0.00 3.0%","page_number":78,"box":{"x":89,"y":193,"width":843,"height":9}},{"id":"018ee4a7-f0b7-4bdc-8b43-6dbd99130d90","block_type":"box","text":"iShares iBonds Dec 2028 Term Muni Bond ETF 307.50 3.0%","page_number":78,"box":{"x":89,"y":208,"width":843,"height":9}},{"id":"fdc56bd1-a676-4218-a599-1ea178315413","block_type":"box","text":"iShares iBonds Dec 2029 Term Muni Bond ETF 0.00 3.0%","page_number":78,"box":{"x":89,"y":223,"width":843,"height":10}},{"id":"d64d70dc-dcc2-448d-8dd1-25addf80d2e9","block_type":"box","text":"iShares iBonds Dec 2030 Term Muni Bond ETF 0.00 3.0%","page_number":78,"box":{"x":89,"y":238,"width":843,"height":10}},{"id":"15313a92-173b-44a4-b63f-a00043a9767d","block_type":"box","text":"iShares iBonds Dec 2031 Term Muni Bond ETF 0.00 3.0%","page_number":78,"box":{"x":89,"y":253,"width":843,"height":10}},{"id":"0fbdc3d9-79b4-4f49-b7f1-7df9b9a87240","block_type":"box","text":"* As a percentage of the net asset value per Creation Unit.","page_number":78,"box":{"x":118,"y":293,"width":329,"height":10}},{"id":"d426e5ee-be72-4267-a925-8b128c9a1db2","block_type":"box","text":"** Estimated fee.","page_number":78,"box":{"x":118,"y":308,"width":92,"height":8}},{"id":"e01d3f20-1733-4094-be6b-d258b5a2b2bc","block_type":"box","text":"Redemption of Creation Units.","page_number":78,"box":{"x":89,"y":331,"width":216,"height":12}},{"id":"2b5fa595-3d4c-4365-8cfc-ce7c76940061","block_type":"box","text":"Shares of a Fund may be redeemed by Authorized Participants only in Creation Units at their","page_number":78,"box":{"x":315,"y":331,"width":644,"height":12}},{"id":"3ea333df-2101-49f1-9c3b-3645361a4476","block_type":"box","text":"NAV next determined after receipt of a redemption request in proper form by the Distributor or its agent and only on a","page_number":78,"box":{"x":89,"y":346,"width":827,"height":13}},{"id":"81bd9811-c355-4aa0-9dda-87cb4a4ef5ef","block_type":"box","text":"Business Day. The Funds will not redeem shares in amounts less than Creation Units. There can be no assurance, however,","page_number":78,"box":{"x":89,"y":361,"width":855,"height":13}},{"id":"6809d621-0acb-46bd-a982-70942b8648ff","block_type":"box","text":"that there will be sufficient liquidity in the secondary market at any time to permit assembly of a Creation Unit. Investors","page_number":78,"box":{"x":88,"y":376,"width":840,"height":13}},{"id":"61ba41d6-0178-4856-be6d-bf7382473114","block_type":"box","text":"should expect to incur brokerage and other costs in connection with assembling a sufficient number of shares to constitute a","page_number":78,"box":{"x":89,"y":392,"width":877,"height":12}},{"id":"3ed75a58-d419-4bd9-a71e-4f5481c316a0","block_type":"box","text":"Creation Unit that could be redeemed by an Authorized Participant. Beneficial owners also may sell shares in the secondary","page_number":78,"box":{"x":89,"y":407,"width":860,"height":12}},{"id":"a044a2ab-5d81-4dee-9f84-e212b40a5efe","block_type":"box","text":"market.","page_number":78,"box":{"x":89,"y":422,"width":52,"height":10}},{"id":"6eb9af7e-6f0e-475d-bfa1-470cf63e2dc8","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":78,"box":{"x":89,"y":448,"width":853,"height":13}},{"id":"edac2e1f-adea-4249-92e1-a1c8fa953432","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":78,"box":{"x":89,"y":463,"width":849,"height":13}},{"id":"a447da9e-27db-47b7-befa-19e3a891351d","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":78,"box":{"x":88,"y":479,"width":841,"height":12}},{"id":"fe9365f8-8e07-496a-baf6-b0267a445ff7","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":78,"box":{"x":89,"y":494,"width":863,"height":12}},{"id":"00592a70-af51-4769-b2a4-bf0de0a07ba6","block_type":"box","text":"next announced composition of the Fund Securities and Cash Amount is made available. The Fund Securities and Cash","page_number":78,"box":{"x":89,"y":509,"width":833,"height":12}},{"id":"c77b0cfe-f8e7-4d90-abed-25d5d5030b3a","block_type":"box","text":"Amount are subject to possible amendment or correction. Fund Securities received on redemption may not be identical to","page_number":78,"box":{"x":88,"y":524,"width":855,"height":12}},{"id":"288ac14f-c487-4847-8a82-9953a24fd6a3","block_type":"box","text":"Deposit Securities that are applicable to creations of Creation Units. Procedures and requirements governing redemption","page_number":78,"box":{"x":89,"y":539,"width":843,"height":12}},{"id":"ded9bd17-6355-4877-8953-11d5fd78ac05","block_type":"box","text":"transactions are set forth in the handbook for Authorized Participants and may change from time to time.","page_number":78,"box":{"x":88,"y":554,"width":738,"height":12}},{"id":"7ab23906-fffb-498d-a04a-33cf7835efd7","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":78,"box":{"x":89,"y":581,"width":866,"height":12}},{"id":"822983d3-4ded-43d1-a44d-41bfa12dc76d","block_type":"box","text":"of Fund Securities, plus the Cash Amount, which is an amount equal to the difference between the net asset value of the","page_number":78,"box":{"x":89,"y":596,"width":842,"height":12}},{"id":"95a47e46-397e-4318-85e2-501206771ce1","block_type":"box","text":"shares being redeemed, as next determined after the receipt of a redemption request in proper form, and the value of Fund","page_number":78,"box":{"x":89,"y":611,"width":860,"height":12}},{"id":"7c6dc6d1-f084-490d-9b14-870ae2557eb8","block_type":"box","text":"Securities, less a redemption transaction fee (as described below).","page_number":78,"box":{"x":88,"y":626,"width":462,"height":12}},{"id":"81903ae6-c8ec-4a8f-8c19-1713cdaaf282","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":78,"box":{"x":88,"y":652,"width":874,"height":13}},{"id":"3539fbb6-4d0d-4128-ae45-cd756007be99","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":78,"box":{"x":89,"y":668,"width":825,"height":12}},{"id":"22e91190-7432-4010-b974-b2ecc62d70ec","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":78,"box":{"x":88,"y":683,"width":823,"height":12}},{"id":"9068e81f-215e-4956-ac3b-d43a30674706","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":78,"box":{"x":89,"y":698,"width":863,"height":12}},{"id":"d05aa3ea-54aa-4d08-94d7-1a05ec8c4144","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":78,"box":{"x":88,"y":713,"width":880,"height":12}},{"id":"d9a6c943-9b3f-4f6b-a704-1b680022f969","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":78,"box":{"x":89,"y":728,"width":868,"height":12}},{"id":"18267ff2-0798-4366-a365-f11d1923ff29","block_type":"box","text":"be settled or otherwise delivered in time to facilitate an in-kind redemption; or (v) in certain other situations. For these","page_number":78,"box":{"x":89,"y":743,"width":825,"height":12}},{"id":"05e9d5bf-648e-4048-8096-e77e8fa75a50","block_type":"box","text":"reasons, all or a substantial portion of the Fund Securities of each Fund may be substituted for cash. The amount of cash","page_number":78,"box":{"x":89,"y":758,"width":845,"height":13}},{"id":"66bca8dd-8f10-4569-9a89-9692cdac594f","block_type":"box","text":"paid out in such cases will be equivalent to the value of the substituted security listed as a Fund Security. In the event that the","page_number":78,"box":{"x":89,"y":773,"width":877,"height":13}},{"id":"eb6733f2-66d7-4c61-ac3f-9361c356000c","block_type":"box","text":"Fund Securities have a value greater than the NAV of the shares, a compensating cash payment equal to the difference is","page_number":78,"box":{"x":89,"y":788,"width":843,"height":13}},{"id":"a75daa4a-73b5-43ef-8025-29e2ceed9cea","block_type":"box","text":"required to be made by or through an Authorized Participant by the redeeming shareholder. Each Fund generally redeems","page_number":78,"box":{"x":89,"y":804,"width":849,"height":12}},{"id":"5d25a441-b0c9-4c93-8777-1f79c1f86141","block_type":"box","text":"Creation Units for cash. The Redemption Basket may also be modified to minimize the Cash Component by redistributing the","page_number":78,"box":{"x":89,"y":819,"width":873,"height":12}},{"id":"497e0be7-1af9-4111-83c7-1e3ffec57fe4","block_type":"box","text":"cash to the Fund Securities portion of the Redemption Basket through systematically rounding. The rounding methodology","page_number":78,"box":{"x":89,"y":834,"width":863,"height":12}},{"id":"82296598-d9e1-4c5c-9d90-d7ae119bcb52","block_type":"box","text":"allows position sizes of securities in the Fund Securities to be “rounded up,” while limiting the maximum allowed percentage","page_number":78,"box":{"x":89,"y":849,"width":871,"height":12}},{"id":"29686968-c16c-4eba-917a-f1d7da3976e9","block_type":"box","text":"69","page_number":78,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"773ba3a3-a3e5-46e4-8e7a-6da4a6a9dca3","block_type":"box","text":"change in weight and share quantity of any given security in the Redemption Basket. Redemption Baskets may also be","page_number":79,"box":{"x":89,"y":44,"width":826,"height":12}},{"id":"0ea1883d-0ada-4405-9d68-368985be6055","block_type":"box","text":"modified to position a fund towards a forward index rebalance to reflect revisions that account for index additions, deletions,","page_number":79,"box":{"x":89,"y":59,"width":872,"height":12}},{"id":"4c896c83-cac8-4a94-8814-cc9bf3df1d08","block_type":"box","text":"and re-weights.","page_number":79,"box":{"x":89,"y":74,"width":108,"height":12}},{"id":"3bbe0518-e540-4e8f-b7a6-bc8cadabd8d5","block_type":"box","text":"Cash Redemption Method.","page_number":79,"box":{"x":89,"y":101,"width":191,"height":12}},{"id":"dc99021c-fc33-4edf-829a-a5e401cf5a3a","block_type":"box","text":"Although the Trust does not generally permit full cash redemptions of Creation Units of its","page_number":79,"box":{"x":293,"y":101,"width":632,"height":12}},{"id":"92e5ef87-dcfb-44c4-b4d4-d47570301d40","block_type":"box","text":"funds, when partial or full cash redemptions of Creation Units are available or specified (","page_number":79,"box":{"x":88,"y":116,"width":617,"height":12}},{"id":"08216070-2aa4-4bf5-ba77-966d34105f78","block_type":"box","text":"e.g.,","page_number":79,"box":{"x":706,"y":119,"width":27,"height":9}},{"id":"29c67951-1109-4768-92d1-28ae9ffb2117","block_type":"box","text":"Creation Units of the Funds are","page_number":79,"box":{"x":739,"y":116,"width":216,"height":9}},{"id":"65c85e2c-ea10-41f8-a0df-9b5f704f5b27","block_type":"box","text":"generally redeemed solely for cash), they will be effected in essentially the same manner as in-kind redemptions thereof. In","page_number":79,"box":{"x":89,"y":131,"width":858,"height":12}},{"id":"a75ea0b4-90a6-4c94-bd83-927b7c9db7e5","block_type":"box","text":"the case of partial or full cash redemption, the Authorized Participant receives the cash equivalent of the Fund Securities it","page_number":79,"box":{"x":88,"y":146,"width":854,"height":12}},{"id":"a9d56637-03d7-438d-9f68-f997269362ee","block_type":"box","text":"would otherwise receive through an in-kind redemption, plus the same Cash Amount to be paid to an in-kind redeemer.","page_number":79,"box":{"x":88,"y":161,"width":839,"height":12}},{"id":"adb20897-aa88-4cad-9196-281ae3fa0f60","block_type":"box","text":"Costs Associated with Redemption Transactions.","page_number":79,"box":{"x":89,"y":188,"width":351,"height":12}},{"id":"acfd00b9-8e41-471d-bd14-07a00c65f7a8","block_type":"box","text":"A standard redemption transaction fee is imposed to offset transfer and","page_number":79,"box":{"x":449,"y":188,"width":502,"height":12}},{"id":"af5ef64a-236b-467f-ad6d-fe798e38b4ad","block_type":"box","text":"other transaction costs that may be incurred by the relevant Fund. As described above, under an ETF Services Agreement, the","page_number":79,"box":{"x":89,"y":203,"width":878,"height":12}},{"id":"0d5a5837-15a7-4db3-8f67-6f32446d9ca4","block_type":"box","text":"Funds have retained BRIL, an affiliate of BFA, to perform certain ETF Services. BRIL will receive from an Authorized Participant","page_number":79,"box":{"x":89,"y":218,"width":874,"height":12}},{"id":"0d86ade2-77d1-47c1-a87d-fa24d7394366","block_type":"box","text":"a standard transaction fee on each redemption order, which consists of (1) the ETF Servicing Fee and (2) Custody","page_number":79,"box":{"x":89,"y":233,"width":795,"height":12}},{"id":"5b573a55-06fc-4e95-8bb3-d7f0f89be209","block_type":"box","text":"Transaction Costs. BRIL is entitled to retain the ETF Servicing Fee pursuant to the ETF Services Agreement, but BRIL will","page_number":79,"box":{"x":88,"y":248,"width":834,"height":12}},{"id":"5044f6cc-0c41-43a9-9b3b-965c9e2f7795","block_type":"box","text":"reimburse any Custody Transaction Costs to the applicable Fund custodian according to the amounts invoiced by such","page_number":79,"box":{"x":89,"y":263,"width":831,"height":12}},{"id":"7d205d7f-d48b-4204-b957-2ec2f50959c1","block_type":"box","text":"custodian.","page_number":79,"box":{"x":89,"y":278,"width":71,"height":10}},{"id":"2ce38e2f-9727-4468-8078-31647447c1e5","block_type":"box","text":"The ETF Servicing Fee is a flat fee per order regardless of the number of Creation Units being redeemed, which amount will","page_number":79,"box":{"x":88,"y":305,"width":859,"height":12}},{"id":"c1e1a3f3-23f5-42df-b39c-55d404b41dbd","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":79,"box":{"x":88,"y":320,"width":879,"height":12}},{"id":"1e03bc15-8392-4e11-b1d6-d6ac3670e6f6","block_type":"box","text":"instruments included in a Fund’s Redemption Basket, among other variables. The ETF Servicing Fee may be equal to zero in","page_number":79,"box":{"x":89,"y":335,"width":860,"height":12}},{"id":"a1090863-1c38-435d-b859-b1e6b1802399","block_type":"box","text":"certain instances, such as for redemption transactions that consist solely of cash. The actual Custody Transaction Costs vary","page_number":79,"box":{"x":89,"y":350,"width":872,"height":12}},{"id":"d54303df-aea9-4fa9-9c82-03895ad82cf7","block_type":"box","text":"per order based on the number of trades, underlying markets, and settlement locations associated with the redemption of a","page_number":79,"box":{"x":89,"y":365,"width":866,"height":12}},{"id":"27186f35-b795-4eed-8224-37e37ca7b766","block_type":"box","text":"Creation Unit. The following table sets forth, for each Fund, an estimate of the redemption transaction fee for a Creation Unit","page_number":79,"box":{"x":89,"y":380,"width":872,"height":13}},{"id":"15dff5ab-7277-4432-be71-e917aa3d70c4","block_type":"box","text":"based on data as of January 12, 2026. The actual fee charged to an Authorized Participant in connection with a redemption","page_number":79,"box":{"x":89,"y":395,"width":859,"height":13}},{"id":"6608c625-50a1-4b01-b9a2-cec163cbfd09","block_type":"box","text":"order will vary over time depending on the factors discussed above, and may be higher than the fee set forth below.","page_number":79,"box":{"x":89,"y":410,"width":807,"height":13}},{"id":"45c4d626-015e-4fcf-8a2e-ca735bf358f2","block_type":"box","text":"In order to defray transaction expenses for a Fund and protect against possible shareholder dilution, if a redemption","page_number":79,"box":{"x":89,"y":437,"width":810,"height":12}},{"id":"508a8500-3cd2-4cc9-a7e2-b9a6fbfc82ac","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":79,"box":{"x":88,"y":452,"width":869,"height":12}},{"id":"d3b2f220-db4d-4ad2-88db-09409f7eaff3","block_type":"box","text":"amount shown below) certain brokerage, tax, foreign exchange, execution and other costs and expenses related to the","page_number":79,"box":{"x":89,"y":467,"width":831,"height":13}},{"id":"b873e250-08cc-493f-bc79-367abe4ac804","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":79,"box":{"x":89,"y":482,"width":853,"height":13}},{"id":"e8c71557-5f7b-4d8f-8c19-25cd3a88e53f","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":79,"box":{"x":88,"y":497,"width":873,"height":13}},{"id":"c37bece2-8024-4dfa-83fb-818477ee7fa5","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":79,"box":{"x":89,"y":513,"width":859,"height":12}},{"id":"d725cd2a-baa3-49bd-84dc-57b7f1df9e3c","block_type":"box","text":"trade identical securities to the securities identified by BlackRock in estimating these transaction and other costs and","page_number":79,"box":{"x":88,"y":528,"width":817,"height":12}},{"id":"259e1b9d-af53-48a0-a84e-ec6be19d55e1","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":79,"box":{"x":89,"y":543,"width":824,"height":12}},{"id":"1e95a962-5fe9-446d-b157-65a7f8d8a0e6","block_type":"box","text":"subject to the maximum amounts shown below.","page_number":79,"box":{"x":89,"y":558,"width":338,"height":12}},{"id":"b654cb21-23c3-4b16-a9e8-d1dd1390b656","block_type":"box","text":"Authorized Participants will also bear the costs of transferring the Fund Securities from a Fund to their account on their order.","page_number":79,"box":{"x":88,"y":584,"width":879,"height":13}},{"id":"6d795c5e-886b-458b-a5d7-15ad912935a6","block_type":"box","text":"Certain fees/costs associated with redemption transactions may be waived in certain circumstances. Investors who use the","page_number":79,"box":{"x":89,"y":599,"width":863,"height":13}},{"id":"096af2ca-e160-45e3-b0f0-d213875c64b8","block_type":"box","text":"services of a broker or other financial intermediary to dispose of Fund shares may be charged a fee for such services.","page_number":79,"box":{"x":89,"y":615,"width":815,"height":12}},{"id":"c5e66665-c1bc-4858-917d-978421f86707","block_type":"box","text":"The following table sets forth each Fund’s estimated redemption transaction fee based on data as of January 12, 2026 and","page_number":79,"box":{"x":88,"y":641,"width":854,"height":12}},{"id":"dae92e05-e86b-4aa0-be50-df0f9041a367","block_type":"box","text":"maximum additional charge (as described above):","page_number":79,"box":{"x":89,"y":656,"width":350,"height":13}},{"id":"0fb693f5-6871-4239-98d7-42e58f1ddc17","block_type":"box","text":"Fund","page_number":79,"box":{"x":89,"y":696,"width":27,"height":8}},{"id":"73d9f5be-2cbe-45e3-a1f4-2e1f9a8cee98","block_type":"box","text":"Standard Redemption","page_number":79,"box":{"x":643,"y":686,"width":125,"height":10}},{"id":"b598d16e-95f2-472c-a8b2-20e165f10acb","block_type":"box","text":"Transaction Fee**","page_number":79,"box":{"x":653,"y":696,"width":105,"height":8}},{"id":"dfedcfa9-b611-474c-a286-64cf8628aaf0","block_type":"box","text":"Maximum Additional","page_number":79,"box":{"x":847,"y":686,"width":120,"height":8}},{"id":"76b4aa71-2956-4013-97b9-3dddb52317c1","block_type":"box","text":"Charge*","page_number":79,"box":{"x":883,"y":696,"width":48,"height":10}},{"id":"781300fc-6571-4e60-8e78-88182e1ebd99","block_type":"box","text":"iShares iBonds Dec 2026 Term Muni Bond ETF $ 0.00 2.0%","page_number":79,"box":{"x":89,"y":718,"width":843,"height":10}},{"id":"ed0272b9-36a8-4d7e-8e0a-666d2b19ecce","block_type":"box","text":"iShares iBonds Dec 2027 Term Muni Bond ETF 0.00 2.0%","page_number":79,"box":{"x":89,"y":733,"width":843,"height":10}},{"id":"a5ebb73b-63ce-46e1-aeab-460bd05b13dd","block_type":"box","text":"iShares iBonds Dec 2028 Term Muni Bond ETF 307.50 2.0%","page_number":79,"box":{"x":89,"y":748,"width":843,"height":10}},{"id":"d6c776d9-cc1b-4395-aafe-9185231e13fd","block_type":"box","text":"iShares iBonds Dec 2029 Term Muni Bond ETF 0.00 2.0%","page_number":79,"box":{"x":89,"y":763,"width":843,"height":10}},{"id":"425a9ce1-d515-4fb0-b79a-be4eedb467c5","block_type":"box","text":"iShares iBonds Dec 2030 Term Muni Bond ETF 0.00 2.0%","page_number":79,"box":{"x":89,"y":778,"width":843,"height":10}},{"id":"508a4760-177d-4781-bd0d-165e3ddb13d9","block_type":"box","text":"iShares iBonds Dec 2031 Term Muni Bond ETF 0.00 2.0%","page_number":79,"box":{"x":89,"y":793,"width":843,"height":10}},{"id":"327a8dc4-0039-43ac-ad13-34c0f2827507","block_type":"box","text":"* As a percentage of the net asset value per Creation Unit.","page_number":79,"box":{"x":118,"y":833,"width":329,"height":10}},{"id":"7b56e288-8b52-4bf4-b2d1-e8a35dbb12ce","block_type":"box","text":"** Estimated fee.","page_number":79,"box":{"x":118,"y":848,"width":92,"height":8}},{"id":"243b6159-7d75-4d29-b9a2-fb7423a2d134","block_type":"box","text":"70","page_number":79,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"56c73dfb-02cf-4847-b989-4ee7d63dbf58","block_type":"box","text":"Placement of Redemption Orders.","page_number":80,"box":{"x":89,"y":44,"width":243,"height":12}},{"id":"18bf30fa-b847-42d8-accd-7929b07672fd","block_type":"box","text":"Redemption requests for Creation Units of a Fund must be submitted to the Distributor","page_number":80,"box":{"x":342,"y":44,"width":609,"height":12}},{"id":"f9496e5c-c329-42dd-9fda-832588e1beca","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":80,"box":{"x":89,"y":59,"width":877,"height":12}},{"id":"b600d458-664f-4310-86d3-cfeef61ccdee","block_type":"box","text":"shares of a Fund generally before 4:00 p.m., Eastern time on any Business Day in order to receive that day’s NAV. On days","page_number":80,"box":{"x":89,"y":74,"width":846,"height":12}},{"id":"aeb699b2-3856-43e9-9c5d-016858c82bba","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":80,"box":{"x":88,"y":89,"width":836,"height":13}},{"id":"019a2438-2702-4c68-a430-c30bf3944287","block_type":"box","text":"earlier that day. Investors, other than Authorized Participants, are responsible for making arrangements for a redemption","page_number":80,"box":{"x":89,"y":104,"width":842,"height":13}},{"id":"6b83ca28-002b-47ed-a33e-130bd7adaaec","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":80,"box":{"x":89,"y":119,"width":851,"height":13}},{"id":"f3e66150-f931-455f-b964-1f86ec3b44df","block_type":"box","text":"Participants upon request.","page_number":80,"box":{"x":89,"y":135,"width":182,"height":12}},{"id":"f3069bcc-774b-4e3b-95c0-0a80ea360bab","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":80,"box":{"x":88,"y":161,"width":867,"height":12}},{"id":"71c7e5a2-d465-4b52-b015-0acae96ac71e","block_type":"box","text":"its agent in accordance with procedures set forth in the Authorized Participant Agreement. Investors should be aware that","page_number":80,"box":{"x":89,"y":176,"width":854,"height":13}},{"id":"9d3fde78-1522-4267-9b6f-a078d232bdd6","block_type":"box","text":"their particular broker may not have executed an Authorized Participant Agreement and that, therefore, requests to redeem","page_number":80,"box":{"x":88,"y":191,"width":862,"height":13}},{"id":"b92030ad-1cf5-4e75-8ee7-90464b781b81","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":80,"box":{"x":89,"y":206,"width":823,"height":13}},{"id":"e62159d8-350a-4f15-a3d0-7ebc251217bf","block_type":"box","text":"Authorized Participant Agreement. At any time, only a limited number of broker-dealers will have an Authorized Participant","page_number":80,"box":{"x":88,"y":222,"width":861,"height":12}},{"id":"b07c0334-2ecc-4803-adb4-d92a9b9915c1","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":80,"box":{"x":88,"y":237,"width":877,"height":12}},{"id":"78dd19ea-848d-4763-9ba7-ec5b92cb1847","block_type":"box","text":"by such Authorized Participant. Investors making a request to redeem Creation Units should allow sufficient time to permit","page_number":80,"box":{"x":89,"y":252,"width":857,"height":12}},{"id":"e27cf270-90f7-4145-8c37-23df50b750d0","block_type":"box","text":"proper submission of the request by an Authorized Participant and transfer of the shares to a Fund’s transfer agent; such","page_number":80,"box":{"x":89,"y":267,"width":843,"height":12}},{"id":"e9746ed2-1ea1-4c99-bda7-48f3760d0836","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":80,"box":{"x":89,"y":282,"width":842,"height":12}},{"id":"aed55454-bfef-43a5-bf6a-171780ba59a8","block_type":"box","text":"other financial intermediaries if such intermediaries are not Authorized Participants.","page_number":80,"box":{"x":89,"y":297,"width":585,"height":12}},{"id":"393e997d-48ab-4956-9dd2-87269943c940","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":80,"box":{"x":88,"y":324,"width":850,"height":12}},{"id":"6bbbc529-3b8e-44d1-8f37-eafa7a5b9fd3","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":80,"box":{"x":88,"y":339,"width":829,"height":12}},{"id":"661b7172-2387-4a76-8877-edd725fe8f42","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":80,"box":{"x":89,"y":354,"width":833,"height":12}},{"id":"25eef6d4-ab1f-499e-8767-e335c47bb613","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":80,"box":{"x":89,"y":369,"width":866,"height":12}},{"id":"b3b6e1b8-72d5-4f4e-b29b-0828c1067a0a","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":80,"box":{"x":89,"y":384,"width":848,"height":12}},{"id":"512c329b-b447-4f1d-886c-75bcc15207d2","block_type":"box","text":"forth in the Authorized Participant Agreement are properly followed.","page_number":80,"box":{"x":88,"y":399,"width":477,"height":13}},{"id":"ffb5cc13-6ac5-4ab3-bebe-9f769afaeb0c","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":80,"box":{"x":89,"y":426,"width":843,"height":12}},{"id":"80ea05fb-7f33-44c8-bf50-7e1ccb12ea9b","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":80,"box":{"x":89,"y":441,"width":850,"height":12}},{"id":"e0c9a155-6783-410b-bef5-48a909d63516","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":80,"box":{"x":89,"y":456,"width":876,"height":12}},{"id":"93e21296-8f36-40c0-9996-ae24f7b2fd2b","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":80,"box":{"x":88,"y":471,"width":869,"height":12}},{"id":"485992fc-3abb-485d-a9e9-6bd256e92661","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":80,"box":{"x":89,"y":486,"width":831,"height":12}},{"id":"ecef6f41-3401-4854-a215-3e2e52630276","block_type":"box","text":"Participant submitting the redemption request.","page_number":80,"box":{"x":89,"y":501,"width":327,"height":13}},{"id":"1ed1047c-401b-4c81-8c7f-bda4482b5d1f","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":80,"box":{"x":88,"y":528,"width":854,"height":12}},{"id":"986ac41f-d29d-435b-a3fb-e0a59b422f7d","block_type":"box","text":"appropriate security arrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction in","page_number":80,"box":{"x":89,"y":543,"width":837,"height":12}},{"id":"614be8e7-81b6-4857-b4c3-c2fb544860c8","block_type":"box","text":"which any of the portfolio securities are customarily traded, to which account such portfolio securities will be delivered.","page_number":80,"box":{"x":88,"y":558,"width":836,"height":12}},{"id":"9efad033-4a1e-4bf0-aa26-4bbc7ba149de","block_type":"box","text":"Deliveries of redemption proceeds by each Fund are generally made within one Business Day (","page_number":80,"box":{"x":89,"y":584,"width":659,"height":13}},{"id":"df509abe-ae61-4acf-a8c9-0adeb45e8f65","block_type":"box","text":"i.e.","page_number":80,"box":{"x":749,"y":585,"width":18,"height":9}},{"id":"e02b3aaa-3f21-4b0f-9b39-30ded3965f7c","block_type":"box","text":", “T+1”). However, each","page_number":80,"box":{"x":769,"y":584,"width":162,"height":13}},{"id":"a5e49235-8f10-4abd-bc9e-7ab77cda2073","block_type":"box","text":"Fund reserves the right to settle deliveries of redemption proceeds on a different basis, if necessary or appropriate under the","page_number":80,"box":{"x":89,"y":599,"width":867,"height":13}},{"id":"16eb0b43-0311-4fc6-b662-8b8cee118f6f","block_type":"box","text":"circumstances and compliant with applicable law. These circumstances may include, among others, accommodating non","page_number":80,"box":{"x":89,"y":615,"width":857,"height":12}},{"id":"01082469-c788-4ea9-96c7-8ff169f7913b","block_type":"box","text":"U.S. market holiday schedules and accounting for different treatment among non-U.S. and U.S. markets of dividend record","page_number":80,"box":{"x":89,"y":630,"width":855,"height":12}},{"id":"bba013ef-e9b3-4238-8231-63c47359b03b","block_type":"box","text":"dates and dividend ex-dates (","page_number":80,"box":{"x":89,"y":645,"width":206,"height":12}},{"id":"1306867a-6251-47cc-9e72-b169346ff7f4","block_type":"box","text":"i.e","page_number":80,"box":{"x":296,"y":646,"width":15,"height":9}},{"id":"449a0012-6039-49c5-89de-3c367c43aeac","block_type":"box","text":"., the last date the holder of a security can sell the security and still receive dividends payable","page_number":80,"box":{"x":312,"y":645,"width":647,"height":12}},{"id":"67026b0a-3869-4c4e-be9b-d52f0032a2ba","block_type":"box","text":"on the security).","page_number":80,"box":{"x":89,"y":660,"width":112,"height":12}},{"id":"93950f7d-1a42-4c2c-8262-848a02eedca8","block_type":"box","text":"If neither the redeeming Beneficial Owner nor the Authorized Participant acting on behalf of such redeeming Beneficial","page_number":80,"box":{"x":89,"y":686,"width":830,"height":13}},{"id":"198c67a4-4855-49e8-b9e1-6d21a833ecfb","block_type":"box","text":"Owner has appropriate arrangements to take delivery of Fund Securities in the applicable non-U.S. jurisdiction and it is not","page_number":80,"box":{"x":89,"y":702,"width":857,"height":12}},{"id":"6b20cf5f-7010-4234-a7f2-2c2b2ac11cd1","block_type":"box","text":"possible to make other such arrangements, or if it is not possible to effect deliveries of Fund Securities in such jurisdiction, a","page_number":80,"box":{"x":89,"y":717,"width":866,"height":12}},{"id":"6aa2e8c0-2200-4a0d-bb5c-90aed103ac98","block_type":"box","text":"Fund may in its discretion exercise its option to redeem such shares in cash, and the redeeming Beneficial Owner will be","page_number":80,"box":{"x":89,"y":732,"width":840,"height":12}},{"id":"7524b34a-229c-4cac-8c72-cd43a8de7dc5","block_type":"box","text":"required to receive its redemption proceeds in cash. In such case, the investor will receive a cash payment equal to the net","page_number":80,"box":{"x":89,"y":747,"width":853,"height":12}},{"id":"224b2160-07df-418e-8801-deea9480675b","block_type":"box","text":"asset value of its shares based on the NAV of the relevant Fund next determined after the redemption request is received in","page_number":80,"box":{"x":89,"y":762,"width":858,"height":12}},{"id":"fa68e23a-123a-4cfe-a90c-f0e72af37f36","block_type":"box","text":"proper form (minus a redemption transaction fee and additional charges specified above to offset the Fund’s brokerage and","page_number":80,"box":{"x":89,"y":777,"width":865,"height":12}},{"id":"6142a2b0-15fd-4e4d-8f0c-1a940170dbd1","block_type":"box","text":"other transaction costs associated with the disposition of Fund Securities). Redemptions of shares for Fund Securities will be","page_number":80,"box":{"x":89,"y":792,"width":872,"height":13}},{"id":"da7ff16d-86b2-48cc-aaa1-158ad82fd6d6","block_type":"box","text":"subject to compliance with applicable U.S. federal and state securities laws and each Fund (whether or not it otherwise","page_number":80,"box":{"x":89,"y":807,"width":832,"height":13}},{"id":"1d0929ca-566e-42b1-92cf-ad185cca99c8","block_type":"box","text":"permits cash redemptions) reserves the right to redeem Creation Units for cash to the extent that the Fund cannot lawfully","page_number":80,"box":{"x":89,"y":822,"width":859,"height":13}},{"id":"956fb2a0-0a1f-467c-b473-19745876df6c","block_type":"box","text":"deliver specific Fund Securities upon redemptions or cannot do so without first registering the Fund Securities under such","page_number":80,"box":{"x":89,"y":838,"width":853,"height":12}},{"id":"13d59a1d-0b3c-43b5-ad15-3930c37a06bf","block_type":"box","text":"laws.","page_number":80,"box":{"x":89,"y":853,"width":33,"height":9}},{"id":"c6d232a4-0765-480e-86ea-e08af5e4cfd7","block_type":"box","text":"71","page_number":80,"box":{"x":520,"y":894,"width":13,"height":9}},{"id":"8e59e220-5811-49fa-984a-6c9a2ead7cd6","block_type":"box","text":"Prior to the final year of each Fund’s operations, the Trust does not ordinarily permit cash redemptions of Creation Units.","page_number":81,"box":{"x":89,"y":44,"width":844,"height":12}},{"id":"cd51b4e1-6084-4678-b54f-0b50486f90da","block_type":"box","text":"However, in the event that cash redemptions are permitted or required by the Trust, proceeds will be paid to the Authorized","page_number":81,"box":{"x":89,"y":59,"width":861,"height":12}},{"id":"478e0d3f-029f-4967-a5d8-97e8bb1f6784","block_type":"box","text":"Participant redeeming shares as soon as practicable after the date of redemption (within seven calendar days thereafter). If a","page_number":81,"box":{"x":89,"y":74,"width":873,"height":12}},{"id":"a7384c76-09c3-4742-9e13-fabe0975741f","block_type":"box","text":"Fund includes a foreign investment in its basket, and if a local market holiday, or series of consecutive holidays, or the","page_number":81,"box":{"x":89,"y":89,"width":820,"height":13}},{"id":"afa597af-35cc-4c3d-ac89-09b4a0ece7d8","block_type":"box","text":"extended delivery cycles for transferring foreign investments to redeeming Authorized Participants prevents timely delivery of","page_number":81,"box":{"x":89,"y":104,"width":877,"height":13}},{"id":"a3e605cf-5c36-4a83-b75f-8afde8629a58","block_type":"box","text":"the foreign investment in response to a redemption request, a Fund may delay delivery of the foreign investment more than","page_number":81,"box":{"x":88,"y":119,"width":863,"height":13}},{"id":"5fe2dab6-2ec8-4835-b770-6fd6d0a9100d","block_type":"box","text":"seven days if a Fund delivers the foreign investment as soon as practicable, but in no event later than 15 days.","page_number":81,"box":{"x":89,"y":135,"width":765,"height":12}},{"id":"1d394bc9-2ba0-4f65-b2d1-c083a98414bb","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":81,"box":{"x":88,"y":161,"width":825,"height":12}},{"id":"d25e97f9-f8d7-4c55-86a4-a0746b36a5e2","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":81,"box":{"x":88,"y":176,"width":872,"height":13}},{"id":"162accd0-b72d-4015-97ee-5a37b34d6ea1","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":81,"box":{"x":89,"y":191,"width":868,"height":13}},{"id":"0706c1fb-c3e8-4dd5-a418-1e99d64a0e6b","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":81,"box":{"x":89,"y":206,"width":863,"height":13}},{"id":"ee5f42ab-2ac4-49be-8f3e-1ade730b8b46","block_type":"box","text":"undertaking by the Authorized Participant to deliver the missing shares as soon as possible. Such undertaking shall be","page_number":81,"box":{"x":89,"y":222,"width":825,"height":12}},{"id":"3cc48965-780d-418e-b308-329776625dbf","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":81,"box":{"x":89,"y":237,"width":851,"height":12}},{"id":"944c1015-9591-4993-8ddb-79ad926df8f2","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":81,"box":{"x":89,"y":252,"width":875,"height":12}},{"id":"a3115168-487f-4e07-af27-723641352c93","block_type":"box","text":"after the date of submission of such redemption request and shall be held by State Street or JPMorgan, as applicable, and","page_number":81,"box":{"x":89,"y":267,"width":847,"height":12}},{"id":"be15cdb2-deb2-442f-ac8e-bde1edb18203","block_type":"box","text":"marked-to-market daily. The fees of State Street or JPMorgan, as applicable, and any sub-custodians in respect of the","page_number":81,"box":{"x":89,"y":282,"width":819,"height":12}},{"id":"ceab3fce-3082-4f58-a3f9-8606e5ce44da","block_type":"box","text":"delivery, maintenance and redelivery of the collateral shall be payable by the Authorized Participant. The Authorized","page_number":81,"box":{"x":89,"y":297,"width":805,"height":12}},{"id":"ae6bcc54-bb1f-4f0b-9508-fdcd3eb17fa4","block_type":"box","text":"Participant Agreement permits the Funds to acquire shares of the Funds at any time and subjects the Authorized Participant","page_number":81,"box":{"x":89,"y":312,"width":868,"height":13}},{"id":"e6d46746-dece-4d9b-93c1-0f94284ade0c","block_type":"box","text":"to liability for any shortfall between the aggregate of the cost to the Funds of purchasing such shares, plus the value of the","page_number":81,"box":{"x":88,"y":327,"width":858,"height":13}},{"id":"c65353eb-665c-45e7-948b-d9790a806cff","block_type":"box","text":"Cash Amount, and the value of the collateral together with liability for related brokerage and other charges.","page_number":81,"box":{"x":89,"y":342,"width":750,"height":13}},{"id":"483fa2a3-adca-4f18-bf59-10e753c216bd","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":81,"box":{"x":88,"y":369,"width":852,"height":12}},{"id":"8b91f639-429d-4289-96d7-7147c7c0412d","block_type":"box","text":"during which the Listing Exchange is closed (other than customary weekend and holiday closings); (ii) for any period during","page_number":81,"box":{"x":89,"y":384,"width":867,"height":12}},{"id":"6be1e7d2-8c5a-482f-986d-ee1b4afe6563","block_type":"box","text":"which trading on the Listing Exchange is suspended or restricted; (iii) for any period during which an emergency exists as a","page_number":81,"box":{"x":88,"y":399,"width":863,"height":13}},{"id":"e2932701-8642-4fab-a5b2-7427bbd86374","block_type":"box","text":"result of which disposal of the shares of the Fund’s portfolio securities or determination of its NAV is not reasonably","page_number":81,"box":{"x":89,"y":414,"width":810,"height":13}},{"id":"515d2c0e-f876-42ad-9532-8bbd407177ee","block_type":"box","text":"practicable; or (iv) in such other circumstance as is permitted by the SEC.","page_number":81,"box":{"x":89,"y":429,"width":511,"height":13}},{"id":"d66c3d98-4455-469f-af61-49f70328de97","block_type":"box","text":"Custom Baskets.","page_number":81,"box":{"x":89,"y":456,"width":118,"height":10}},{"id":"c377a227-927d-41d6-b1a5-b43458368044","block_type":"box","text":"Creation and Redemption baskets may differ and each Fund will accept “custom baskets.” A custom basket","page_number":81,"box":{"x":216,"y":456,"width":750,"height":12}},{"id":"ba9d3efc-b7b6-402c-9f50-45ccc939cfa6","block_type":"box","text":"may include any of the following: (i) a basket that is composed of a non-representative selection of a Fund’s portfolio","page_number":81,"box":{"x":89,"y":471,"width":818,"height":12}},{"id":"e999489b-ca11-4336-8144-6b0b84934d71","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":81,"box":{"x":89,"y":486,"width":873,"height":12}},{"id":"4b842f8a-7919-41b9-9562-e9ec352ae8b9","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":81,"box":{"x":89,"y":501,"width":877,"height":13}},{"id":"dc9a2516-fa77-4052-882d-f7ccc4af8d90","block_type":"box","text":"procedures that govern the construction and acceptance of baskets, including heightened requirements for certain types of","page_number":81,"box":{"x":89,"y":516,"width":865,"height":13}},{"id":"d7ec47f0-5093-4758-8dea-861fb72b50c9","block_type":"box","text":"custom baskets. Such policies and procedures provide the parameters for the construction and acceptance of custom","page_number":81,"box":{"x":89,"y":531,"width":823,"height":13}},{"id":"7eb6245c-468f-4b88-b14e-a63300c4a762","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":81,"box":{"x":89,"y":547,"width":859,"height":12}},{"id":"72382af5-9bb1-47d1-87d5-d2ee216e49d6","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":81,"box":{"x":89,"y":562,"width":871,"height":12}},{"id":"1e7c1c9d-6dad-46fc-8274-4ce9763e7e32","block_type":"box","text":"compliance with those parameters. In addition, when constructing custom baskets for redemptions, the tax efficiency of a","page_number":81,"box":{"x":89,"y":577,"width":854,"height":12}},{"id":"b055667c-bbd6-411d-9015-21f734889872","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":81,"box":{"x":89,"y":592,"width":870,"height":12}},{"id":"ca76cf47-5bac-4cbe-a332-a14244ee6552","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":81,"box":{"x":89,"y":607,"width":856,"height":12}},{"id":"46a2bf90-7df8-4696-a66c-b34b89d002c8","block_type":"box","text":"against potential risks of conflicts and/or overreaching by an Authorized Participant. BlackRock has established a governance","page_number":81,"box":{"x":89,"y":622,"width":877,"height":12}},{"id":"f6404a44-11d2-469e-b5ab-436420fef971","block_type":"box","text":"process to oversee basket compliance for the Funds, as set forth in each Fund’s policies and procedures.","page_number":81,"box":{"x":89,"y":637,"width":728,"height":13}},{"id":"ffe7239f-7a34-414b-8bc9-f7cdb4c151df","block_type":"box","text":"Taxation on Creations and Redemptions of Creation Units.","page_number":81,"box":{"x":88,"y":664,"width":418,"height":12}},{"id":"78929a6f-3b64-4cf8-9e39-cfe17badbf52","block_type":"box","text":"An Authorized Participant generally will recognize either gain or","page_number":81,"box":{"x":519,"y":664,"width":445,"height":12}},{"id":"5ee02305-4afb-4bf2-ac54-1b9e6415e1ab","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":81,"box":{"x":89,"y":679,"width":864,"height":12}},{"id":"4aa9f301-2748-40f0-9bdb-4356d689bd53","block_type":"box","text":"the Creation Units purchased over the Authorized Participant’s aggregate basis in the Deposit Securities exchanged therefor.","page_number":81,"box":{"x":88,"y":694,"width":869,"height":12}},{"id":"af2fe4ca-541e-4932-a8b8-3e41323f329e","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":81,"box":{"x":89,"y":709,"width":870,"height":12}},{"id":"b28ac808-839f-4741-bfa8-0fa0638b1894","block_type":"box","text":"for Creation Units is not currently deductible. Authorized Participants should consult their own tax advisors.","page_number":81,"box":{"x":88,"y":724,"width":753,"height":13}},{"id":"0698ee6e-0544-49fc-9751-6c22c6c78c42","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":81,"box":{"x":89,"y":751,"width":829,"height":12}},{"id":"fb21036c-24d5-4b32-b0d7-a7f4b79f3a32","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":81,"box":{"x":89,"y":766,"width":861,"height":12}},{"id":"3d033c20-3803-4147-ad23-2c48cf529fb3","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":81,"box":{"x":89,"y":781,"width":859,"height":12}},{"id":"c9010d97-36b1-4598-8994-4cfc32f96170","block_type":"box","text":"assets.","page_number":81,"box":{"x":89,"y":797,"width":45,"height":9}},{"id":"cbf27c25-dee5-41d2-adda-5a34204e6d43","block_type":"box","text":"72","page_number":81,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"dea92a1c-832f-4b4e-a5dd-40c401ae8ca4","block_type":"box","text":"Taxes","page_number":82,"box":{"x":88,"y":46,"width":94,"height":22}},{"id":"a217a074-6f2a-4947-9db2-7e6abfc52ac4","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":82,"box":{"x":88,"y":85,"width":878,"height":13}},{"id":"0a6a22de-649c-4205-874a-67db038cec7f","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":82,"box":{"x":89,"y":101,"width":847,"height":12}},{"id":"2ba00dde-8ab5-471b-a90a-1a44a423e585","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":82,"box":{"x":88,"y":116,"width":867,"height":12}},{"id":"90d37feb-5757-45ed-9aba-0e313efde6ff","block_type":"box","text":"and prospective shareholders are urged to consult their own tax advisors with respect to the specific federal, state, local and","page_number":82,"box":{"x":89,"y":131,"width":868,"height":12}},{"id":"8dc91ece-c7c8-4c9c-a00f-bae12c139b51","block_type":"box","text":"non-U.S. tax consequences of investing in a Fund. The summary is based on the laws and judicial and administrative","page_number":82,"box":{"x":89,"y":146,"width":814,"height":12}},{"id":"1d9c1d19-08ca-4420-970e-ed8af21025f1","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":82,"box":{"x":89,"y":161,"width":846,"height":12}},{"id":"cae2513f-b0ff-4463-b4f6-d4fa96c75f10","block_type":"box","text":"Regulated Investment Company Qualifications.","page_number":82,"box":{"x":89,"y":188,"width":338,"height":12}},{"id":"51004d85-c07f-4fd9-98d2-90c98d6cec6f","block_type":"box","text":"Each Fund intends to qualify for treatment as a separate RIC under","page_number":82,"box":{"x":437,"y":188,"width":465,"height":12}},{"id":"03b1c8b0-020c-4d5f-8bf4-7d6c798a1d7d","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":82,"box":{"x":88,"y":203,"width":852,"height":12}},{"id":"71914850-5028-4b96-bd84-a2b20dec8203","block_type":"box","text":"90% of its investment company taxable income (which includes dividends, interest and net short-term capital gains) and","page_number":82,"box":{"x":89,"y":218,"width":847,"height":12}},{"id":"0800fe47-3b2e-44b9-82b8-0c50ad0196f7","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":82,"box":{"x":89,"y":233,"width":858,"height":12}},{"id":"628d5771-79c3-4fd7-8b18-621e99c81220","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":82,"box":{"x":89,"y":248,"width":839,"height":12}},{"id":"cdf36aa4-9d35-480c-830e-ded910a1fa1d","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":82,"box":{"x":89,"y":263,"width":878,"height":12}},{"id":"41a8d639-c7f5-4da3-b52a-7e8112ca1585","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":82,"box":{"x":88,"y":278,"width":868,"height":13}},{"id":"57e87775-07dc-4303-8b74-aa35112c5ab7","block_type":"box","text":"income derived from interests in qualified publicly-traded partnerships (","page_number":82,"box":{"x":89,"y":293,"width":502,"height":13}},{"id":"5e72aadc-ed53-4cc9-8d95-84272c3ccba2","block_type":"box","text":"i.e.","page_number":82,"box":{"x":592,"y":294,"width":18,"height":9}},{"id":"d3f4803a-3e13-4455-a6f4-4db167c48e61","block_type":"box","text":", partnerships that are traded on an established","page_number":82,"box":{"x":612,"y":293,"width":330,"height":13}},{"id":"c1e2ac4c-04a1-4f8d-b7f7-2b23bd58eef1","block_type":"box","text":"securities market or tradable on a secondary market, other than a partnership that derives at least 90% of its income from","page_number":82,"box":{"x":89,"y":308,"width":854,"height":13}},{"id":"9a130d99-eb34-4809-b822-bb383cc8812e","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":82,"box":{"x":89,"y":324,"width":856,"height":12}},{"id":"213c85a9-d434-441d-945c-be1bb5bcb2b0","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":82,"box":{"x":89,"y":339,"width":856,"height":12}},{"id":"baf64b2d-75a1-40e7-9250-cdf12d1e9410","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":82,"box":{"x":89,"y":354,"width":879,"height":12}},{"id":"c48f5de2-07a2-4e1c-be0e-b18093e9deea","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":82,"box":{"x":89,"y":369,"width":853,"height":12}},{"id":"c49a2f88-5ac0-4026-a804-dd50f0843673","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 the Fund’s","page_number":82,"box":{"x":89,"y":384,"width":858,"height":12}},{"id":"8868d19d-2e7f-481a-be3d-c209ff588393","block_type":"box","text":"total assets may be invested in the securities of any one issuer, of two or more issuers of which 20% or more of the voting","page_number":82,"box":{"x":88,"y":399,"width":852,"height":13}},{"id":"4eeec127-7d9c-4455-8f97-abd62e793a94","block_type":"box","text":"stock is held by the Fund and that are engaged in the same or similar trades or businesses or related trades or businesses","page_number":82,"box":{"x":89,"y":414,"width":848,"height":13}},{"id":"0f699280-f4b1-4e35-8b27-fc0626909db9","block_type":"box","text":"(other than the securities of other RICs) or the securities of one or more qualified publicly-traded partnerships.","page_number":82,"box":{"x":89,"y":429,"width":772,"height":13}},{"id":"58cacbf0-0b9f-4ecf-bc68-324bc8ddb1ee","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":82,"box":{"x":88,"y":456,"width":836,"height":12}},{"id":"21f6b647-d6e0-45a8-8e98-aff1882c0d49","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":82,"box":{"x":89,"y":471,"width":858,"height":12}},{"id":"22629137-64fc-4f97-900d-f144d97d041c","block_type":"box","text":"year, a Fund fails one of these tests and does not timely cure the failure, that Fund will be taxed in the same manner as an","page_number":82,"box":{"x":88,"y":486,"width":850,"height":12}},{"id":"4b4f8a16-6752-4437-954e-28424a1a0cb0","block_type":"box","text":"ordinary corporation and distributions to its shareholders will not be deductible by that Fund in computing its taxable","page_number":82,"box":{"x":89,"y":501,"width":821,"height":13}},{"id":"766f5007-4a93-4a69-9b55-8fd4d2641c0c","block_type":"box","text":"income.","page_number":82,"box":{"x":89,"y":517,"width":54,"height":9}},{"id":"8392ef06-3053-4241-b8dd-d29255ae16df","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":82,"box":{"x":88,"y":543,"width":847,"height":12}},{"id":"62a0d07f-fdff-4f02-aad6-a024609d6a54","block_type":"box","text":"with respect to items attributable to an interest in a qualified publicly-traded partnership. 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such year. For this purpose, however, any ordinary income or capital","page_number":83,"box":{"x":89,"y":485,"width":870,"height":12}},{"id":"4e9472f3-be4c-477d-953d-c48febe2dbe0","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":83,"box":{"x":89,"y":500,"width":847,"height":12}},{"id":"65e13faf-9bd5-4de3-b2cd-5f09dda1e427","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":83,"box":{"x":88,"y":515,"width":869,"height":12}},{"id":"eb97d82a-a0ac-462c-a974-0046de59977a","block_type":"box","text":"decreased to reflect any underdistribution or overdistribution, as the case may be, from the previous year.","page_number":83,"box":{"x":89,"y":530,"width":735,"height":13}},{"id":"3f893e60-5535-4e8a-9fe7-574e68c8f8ed","block_type":"box","text":"Taxation of U.S. Shareholders.","page_number":83,"box":{"x":88,"y":557,"width":216,"height":9}},{"id":"b0916e9d-a4da-4a5c-a367-64a596bc17d9","block_type":"box","text":"Dividends and other distributions by a Fund are generally treated under the Internal Revenue","page_number":83,"box":{"x":314,"y":557,"width":647,"height":12}},{"id":"e6453931-a743-4c79-99bc-e632872c99c3","block_type":"box","text":"Code as received by the shareholders at the time the dividend or distribution is made. However, any dividend or capital gain","page_number":83,"box":{"x":89,"y":572,"width":862,"height":12}},{"id":"a71241b4-ff87-4cc3-a762-3ad2201a652f","block_type":"box","text":"distribution declared by a Fund in October, November or December of any calendar year and payable to shareholders of","page_number":83,"box":{"x":89,"y":587,"width":836,"height":12}},{"id":"4c8ad346-3882-4d0e-81c3-790bd8656b3e","block_type":"box","text":"record on a specified date in such a month shall be deemed to have been received by each shareholder on December 31 of","page_number":83,"box":{"x":89,"y":602,"width":858,"height":12}},{"id":"8768135b-1786-4ee2-8a5f-00ac2801db90","block_type":"box","text":"such calendar year and to have been paid by the Fund not later than such December 31, provided such dividend is actually","page_number":83,"box":{"x":89,"y":617,"width":856,"height":12}},{"id":"31cd9ee5-9ea1-4641-9516-aceff03fd0e8","block_type":"box","text":"paid by the Fund during January of the following calendar year.","page_number":83,"box":{"x":89,"y":632,"width":437,"height":13}},{"id":"b49d8811-486d-4583-ad35-5b8ac440b9ca","block_type":"box","text":"Each Fund intends to distribute annually to its shareholders substantially all of its net tax-exempt income, investment","page_number":83,"box":{"x":89,"y":659,"width":821,"height":12}},{"id":"a33aacae-0f45-4b57-a5e5-78409fed9c61","block_type":"box","text":"company taxable income and any net realized long-term capital gains in excess of net realized short-term capital losses","page_number":83,"box":{"x":89,"y":674,"width":834,"height":12}},{"id":"7e3cd5e2-decc-4733-a63a-b86f0471360f","block_type":"box","text":"(including any capital loss carryovers). However, if a Fund retains for investment an amount equal to all or a portion of its net","page_number":83,"box":{"x":89,"y":689,"width":873,"height":12}},{"id":"1780e801-ba27-4a99-8b02-54baa4c46b2a","block_type":"box","text":"long-term capital gains in excess of its net short-term capital losses (including any capital loss carr","page_number":83,"box":{"x":89,"y":704,"width":691,"height":12}},{"id":"64dee129-95fd-4ca4-8f5c-2faf918297ea","block_type":"box","text":"yove","page_number":83,"box":{"x":780,"y":707,"width":32,"height":9}},{"id":"4a85f4dd-dfdc-4231-ba71-1ee7ae71c284","block_type":"box","text":"rs), it will be subject","page_number":83,"box":{"x":813,"y":704,"width":139,"height":12}},{"id":"974bf25f-c239-448b-9710-1fc34c371898","block_type":"box","text":"to a corporate tax (at a flat rate of 21%) on the amount retained. In that event, unless the retained amount is deemed to be","page_number":83,"box":{"x":88,"y":719,"width":862,"height":13}},{"id":"67f0dbba-badf-4654-9b9b-4258ea63ff57","block_type":"box","text":"de minimis or the applicable tax is otherwise reimbursed by BFA or an affiliate, the Fund will generally designate such","page_number":83,"box":{"x":89,"y":734,"width":818,"height":13}},{"id":"29a24873-9ead-45db-9547-dfb75a6d238e","block_type":"box","text":"retained amounts as undistributed capital gains in a notice to its shareholders who (a) will be required to include in income","page_number":83,"box":{"x":89,"y":749,"width":862,"height":13}},{"id":"385e8647-663c-4a25-a9e7-40b0e658fee2","block_type":"box","text":"for U.S. federal income tax purposes, as long-term capital gains, their proportionate shares of the undistributed amount, (b)","page_number":83,"box":{"x":88,"y":765,"width":866,"height":12}},{"id":"e56cbbb3-5983-4820-8303-7241d8e3be26","block_type":"box","text":"will be entitled to credit their proportionate shares of the tax paid by the Fund on the undistributed amount against their U.S.","page_number":83,"box":{"x":88,"y":780,"width":873,"height":12}},{"id":"b4b818b1-e50c-4e76-aa31-8f047b2e1a5b","block_type":"box","text":"federal income tax liabilities, if any, and to claim refunds to the extent their credits exceed their liabilities, if any, and (c) will be","page_number":83,"box":{"x":88,"y":795,"width":878,"height":12}},{"id":"89342c0e-058e-49e0-8302-72f8edb8d5c3","block_type":"box","text":"entitled to increase their tax basis, for U.S. federal income tax purposes, in their shares by an amount equal to the excess of","page_number":83,"box":{"x":89,"y":810,"width":861,"height":12}},{"id":"87d2bb40-d108-4527-978b-266f19a40bd6","block_type":"box","text":"the amount in clause (a) over the amount in clause (b). Organizations or persons not subject to U.S. federal income tax on","page_number":83,"box":{"x":88,"y":825,"width":855,"height":12}},{"id":"b6ce2c5e-758c-44c1-96b6-b2083b81edde","block_type":"box","text":"such capital gains will be entitled to a refund of their","page_number":83,"box":{"x":89,"y":840,"width":367,"height":12}},{"id":"4288b98f-5e16-4728-ba5a-9357d4058d4e","block_type":"box","text":"pro rata","page_number":83,"box":{"x":459,"y":841,"width":56,"height":11}},{"id":"4f053947-6c52-4ce3-a7d6-3580d916d503","block_type":"box","text":"share of such taxes paid by the Fund upon filing appropriate","page_number":83,"box":{"x":520,"y":840,"width":421,"height":12}},{"id":"3c62effc-46a2-4133-a7a0-a8bf1607e2d3","block_type":"box","text":"returns or claims for refund with the IRS.","page_number":83,"box":{"x":89,"y":855,"width":283,"height":10}},{"id":"5851cc12-313d-42f2-a956-2cab2daa70cf","block_type":"box","text":"74","page_number":83,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"c466e8fe-ff52-4621-895e-957bcd0286ca","block_type":"box","text":"Distributions of net realized long-term capital gains, if any, that a Fund reports as capital gain dividends are taxable as long","page_number":84,"box":{"x":89,"y":44,"width":863,"height":12}},{"id":"a028c6d3-c439-4094-bfc0-fd74b77394a3","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":84,"box":{"x":88,"y":59,"width":861,"height":12}},{"id":"0b5f2d96-140d-4d6d-ac06-121b2eb1a18c","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":84,"box":{"x":88,"y":74,"width":870,"height":12}},{"id":"08a58f7f-6089-49cc-9deb-e42e04175ab1","block_type":"box","text":"and profits (“regular dividends”) are generally subject to tax as ordinary income. Long-term capital gains are eligible for","page_number":84,"box":{"x":89,"y":89,"width":836,"height":13}},{"id":"3fbaecaf-d199-415f-a0a7-f37faa62241e","block_type":"box","text":"taxation at a maximum rate of 15% or 20% for non-corporate shareholders, depending on whether their income exceeds","page_number":84,"box":{"x":88,"y":104,"width":850,"height":13}},{"id":"b36456f9-7cc5-4ba9-9d8a-babdd91ba2e2","block_type":"box","text":"certain threshold amounts.","page_number":84,"box":{"x":89,"y":119,"width":188,"height":10}},{"id":"5fa8c845-4b22-4026-ac15-6c184ee1c83f","block_type":"box","text":"If an individual receives a regular dividend qualifying for the long-term capital gain rates and such dividend constitutes an","page_number":84,"box":{"x":89,"y":146,"width":850,"height":12}},{"id":"ad8737e8-0f2e-4c39-bab2-db88d30e1ef0","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":84,"box":{"x":89,"y":161,"width":846,"height":12}},{"id":"eb84fb97-cf40-4831-ba36-18621261ebe5","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":84,"box":{"x":88,"y":176,"width":850,"height":13}},{"id":"4e28acf9-fd10-4cfc-aff7-9e94d47b3577","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":84,"box":{"x":89,"y":191,"width":876,"height":13}},{"id":"eb48157e-7f54-4028-9d92-1fc59471bc0b","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":84,"box":{"x":89,"y":206,"width":840,"height":13}},{"id":"32e2885d-967d-46e6-b572-bba1ed737bbf","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":84,"box":{"x":89,"y":222,"width":863,"height":12}},{"id":"56b6d65c-b49f-4f15-b462-46b0de8081f9","block_type":"box","text":"of stock, aggregating dividends with ex-dividend dates within a 365-day period.","page_number":84,"box":{"x":89,"y":237,"width":558,"height":12}},{"id":"1570158a-e4ec-4dd8-a039-74c7ee843801","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":84,"box":{"x":89,"y":263,"width":868,"height":12}},{"id":"d0d4f414-3d91-4eb7-b870-c631b35f9f0e","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":84,"box":{"x":88,"y":278,"width":855,"height":13}},{"id":"fd8d400a-0807-46e5-ae81-7e24e36969ae","block_type":"box","text":"shareholder holds shares of the Fund as capital assets). Distributions in excess of a Fund’s minimum distribution","page_number":84,"box":{"x":89,"y":293,"width":787,"height":13}},{"id":"2c674b3c-6bfc-45d3-80ee-90b9dfb450cf","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":84,"box":{"x":89,"y":308,"width":842,"height":13}},{"id":"a46a76da-7f1e-4b44-b01d-3525042908fb","block_type":"box","text":"nontaxable returns of capital. Shareholders receiving dividends or distributions in the form of additional shares should be","page_number":84,"box":{"x":89,"y":324,"width":847,"height":12}},{"id":"52c8d334-da3b-481a-86a6-c8fe2b909d9f","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":84,"box":{"x":88,"y":339,"width":867,"height":12}},{"id":"a1fdf876-be83-4782-b3a6-bc5b2cce0899","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":84,"box":{"x":89,"y":354,"width":878,"height":12}},{"id":"48a58d7e-2b5a-489c-9df5-1194b3c9dd7e","block_type":"box","text":"such amount. No deduction would be allowed to an investor for interest on indebtedness incurred or continued to purchase","page_number":84,"box":{"x":89,"y":369,"width":867,"height":12}},{"id":"ab2b3ed2-d52f-471a-a33b-e8abc55b3656","block_type":"box","text":"or carry shares of the Fund to the extent the interest deduction would relate to exempt-interest dividends received.","page_number":84,"box":{"x":89,"y":384,"width":803,"height":12}},{"id":"de890aea-bf39-4c4c-9d14-cf61c178f8ff","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":84,"box":{"x":88,"y":410,"width":854,"height":13}},{"id":"b6270b00-8ecc-46e1-9bb0-8b9215e60ecc","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":84,"box":{"x":89,"y":426,"width":858,"height":12}},{"id":"5ef3cd05-3915-4aec-ae32-1377d88c5c1a","block_type":"box","text":"filing jointly), and of estates and trusts.","page_number":84,"box":{"x":88,"y":441,"width":272,"height":12}},{"id":"1056bca2-d519-472a-8b41-e6b4068fd7bc","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":84,"box":{"x":89,"y":467,"width":851,"height":13}},{"id":"dcffbc43-1d78-4fe5-be2f-2aa151f7dddc","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":84,"box":{"x":89,"y":482,"width":864,"height":13}},{"id":"6a94e14a-ac10-4e30-8cce-ef59c1ceed79","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":84,"box":{"x":89,"y":497,"width":849,"height":13}},{"id":"0afc6d11-8481-4d48-837a-54f792118e9d","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":84,"box":{"x":89,"y":513,"width":866,"height":12}},{"id":"74206cb2-1a49-47d8-9870-1d1bca4c9401","block_type":"box","text":"but as of the later of (i) the date such security became ex-dividend with respect to such dividends (","page_number":84,"box":{"x":89,"y":528,"width":694,"height":12}},{"id":"862414d0-2318-4a04-b363-9aa831d878be","block_type":"box","text":"i.e","page_number":84,"box":{"x":784,"y":529,"width":15,"height":8}},{"id":"ec4e3b65-babd-46db-be9b-dda50c70458c","block_type":"box","text":"., the date on which a","page_number":84,"box":{"x":800,"y":528,"width":150,"height":11}},{"id":"7ba07874-b32b-4068-84dc-1e047692e6da","block_type":"box","text":"buyer of the security would not be entitled to receive the declared, but unpaid, dividends); or (ii) the date the Fund acquired","page_number":84,"box":{"x":89,"y":543,"width":864,"height":12}},{"id":"cdfd67e9-b9a0-49ad-8b64-cf97e019d6df","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":84,"box":{"x":89,"y":558,"width":863,"height":12}},{"id":"7e222b53-b6bb-4805-b3a8-00f3a3675916","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":84,"box":{"x":89,"y":573,"width":862,"height":12}},{"id":"c089da0a-90ae-4fe7-abd7-af61e87d7b41","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":84,"box":{"x":89,"y":599,"width":843,"height":13}},{"id":"e35101bf-afe3-4ab3-a9b3-2de7161a3582","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":84,"box":{"x":89,"y":615,"width":859,"height":12}},{"id":"83fb4b7a-87de-41ec-b9ab-9e9bf9a51b37","block_type":"box","text":"sum of the excess of post-October foreign currency and passive foreign investment company (“PFIC”) losses over post","page_number":84,"box":{"x":89,"y":630,"width":836,"height":12}},{"id":"35d05693-a7e5-4506-88f3-7cc032c784ae","block_type":"box","text":"October foreign currency and PFIC gains, plus the excess of post-December ordinary losses over post-December ordinary","page_number":84,"box":{"x":89,"y":645,"width":851,"height":12}},{"id":"18b462f3-1119-49f0-b273-98a5c6fdeabd","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":84,"box":{"x":89,"y":660,"width":845,"height":12}},{"id":"fc886cb2-0f4e-4272-a3b0-35a14c6113dd","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":84,"box":{"x":89,"y":675,"width":870,"height":12}},{"id":"31abba00-bcc6-4615-9788-1542451f66cd","block_type":"box","text":"(or December) may affect the tax character of shareholder distributions.","page_number":84,"box":{"x":89,"y":690,"width":504,"height":13}},{"id":"a3d1fa5a-d325-4091-b748-93079c7662b9","block_type":"box","text":"Sales of Shares.","page_number":84,"box":{"x":88,"y":717,"width":113,"height":9}},{"id":"847fbf8d-83fe-4e5e-80aa-9bfadaab2569","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":84,"box":{"x":210,"y":717,"width":743,"height":12}},{"id":"498d946f-af36-47b5-bce9-262f85fb07e3","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":84,"box":{"x":89,"y":732,"width":868,"height":12}},{"id":"a45f24ff-4b06-42a1-9572-573a500526b0","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":84,"box":{"x":88,"y":747,"width":876,"height":12}},{"id":"97a42a3b-aef0-4f04-834a-a52a32c59bb3","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":84,"box":{"x":89,"y":762,"width":866,"height":12}},{"id":"bd956df2-1014-463a-86f0-d1c4b31e06e5","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":84,"box":{"x":88,"y":777,"width":863,"height":12}},{"id":"9f8a0802-6d29-4e9e-a684-679b34e32dae","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":84,"box":{"x":88,"y":792,"width":875,"height":13}},{"id":"8ee04a90-28d7-4008-9d41-7b5f8f6f2d2e","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":84,"box":{"x":89,"y":807,"width":864,"height":13}},{"id":"fba55166-94db-4bad-9ea8-1358beccad44","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":84,"box":{"x":89,"y":822,"width":810,"height":13}},{"id":"a667d88b-ea12-41c2-ae8c-6bda0a87ee8f","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":84,"box":{"x":89,"y":838,"width":871,"height":12}},{"id":"7b22926a-ad85-467c-a7ba-d1c6b6c521b6","block_type":"box","text":"75","page_number":84,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"03b62f9a-c1ea-4177-bd2e-5a70578a761b","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":85,"box":{"x":88,"y":44,"width":841,"height":12}},{"id":"57319e2c-7899-4b63-8f58-b0bcd5f51692","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":85,"box":{"x":89,"y":59,"width":865,"height":12}},{"id":"dcaea62f-7ab0-451a-b2df-6495269175c4","block_type":"box","text":"Medicare contribution tax described above will apply to the sale of Fund shares.","page_number":85,"box":{"x":89,"y":74,"width":557,"height":12}},{"id":"b8fd771e-5c25-4699-97d4-dc9d678473b3","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":85,"box":{"x":89,"y":101,"width":864,"height":12}},{"id":"95c830cb-6a60-4656-bf3b-be49d5c73904","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":85,"box":{"x":89,"y":116,"width":854,"height":12}},{"id":"7dae54e8-7c17-45ec-97b2-43905848a97d","block_type":"box","text":"charge is reduced by reason of a reinvestment right (","page_number":85,"box":{"x":89,"y":131,"width":368,"height":12}},{"id":"ce508cef-a6c9-455a-aefe-b0661af3b0d4","block_type":"box","text":"e.g.","page_number":85,"box":{"x":458,"y":134,"width":23,"height":9}},{"id":"6ebcd822-b4c5-4aa7-9cb9-82a3a4707423","block_type":"box","text":", an exchange privilege), the original sales charge will not be taken","page_number":85,"box":{"x":483,"y":131,"width":463,"height":12}},{"id":"85418135-1aaf-4a2b-96fb-150bd6b4e441","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":85,"box":{"x":89,"y":146,"width":875,"height":12}},{"id":"80bb1825-91e9-483f-92c5-53c00bcdf400","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":85,"box":{"x":89,"y":161,"width":870,"height":12}},{"id":"9397d1e2-ec6d-4488-96dd-3f54d0726fa4","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":85,"box":{"x":89,"y":176,"width":839,"height":13}},{"id":"89909f63-0ca6-4147-9bd2-5a5d3c65dd2b","block_type":"box","text":"provision prevents a shareholder from immediately deducting the sales charge by shifting his or her investment within a","page_number":85,"box":{"x":89,"y":191,"width":839,"height":13}},{"id":"8d27523b-d8a9-4b42-8b7f-bd1a88f9d52f","block_type":"box","text":"family of mutual funds.","page_number":85,"box":{"x":88,"y":206,"width":162,"height":13}},{"id":"bf2cb604-b41f-4af6-9c14-e368c78266c5","block_type":"box","text":"Backup Withholding.","page_number":85,"box":{"x":89,"y":233,"width":150,"height":12}},{"id":"d73b5f44-af45-49ce-9777-d57c2cc5c275","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":85,"box":{"x":249,"y":233,"width":707,"height":12}},{"id":"c402d13d-ff68-48b1-9792-5856ed61967e","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":85,"box":{"x":89,"y":248,"width":868,"height":12}},{"id":"e8fa6051-c95c-4afc-aa3a-6ac3d7210f21","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":85,"box":{"x":89,"y":263,"width":828,"height":12}},{"id":"9c1e53fd-5642-4c40-8645-4bb92cb8341f","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":85,"box":{"x":89,"y":278,"width":874,"height":13}},{"id":"ac967e08-f584-47d9-bdfe-ab3806469a93","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":85,"box":{"x":89,"y":293,"width":853,"height":13}},{"id":"afe2d431-20a4-4282-a7fe-35973a40579a","block_type":"box","text":"income tax liability.","page_number":85,"box":{"x":89,"y":308,"width":132,"height":13}},{"id":"4c6c1f74-468f-459f-9af0-774a3bbf7bbf","block_type":"box","text":"Sections 351 and 362.","page_number":85,"box":{"x":88,"y":335,"width":159,"height":10}},{"id":"9b068cf2-d643-4db6-84ff-32604b4b4c35","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":85,"box":{"x":256,"y":335,"width":675,"height":12}},{"id":"bbaed322-1682-4408-af0e-baf8dce90607","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":85,"box":{"x":89,"y":350,"width":824,"height":12}},{"id":"ff482a05-6291-4aa2-a6ed-9f944bd71267","block_type":"box","text":"outstanding shares of a given Fund and if, pursuant to Sections 351 and 362 of the Internal Revenue Code, that Fund would","page_number":85,"box":{"x":89,"y":365,"width":864,"height":12}},{"id":"1f5aad3f-7d35-4eee-aba8-fdda44399c9a","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":85,"box":{"x":89,"y":380,"width":841,"height":13}},{"id":"e6b3d418-741b-4d7f-a2a0-80e4f3b380e9","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":85,"box":{"x":89,"y":395,"width":865,"height":13}},{"id":"132a5e5d-e0c1-4a5b-877b-7951b6cdd089","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":85,"box":{"x":88,"y":410,"width":861,"height":13}},{"id":"7b7b7ef0-db6a-423c-98cf-59c5f01bf860","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":85,"box":{"x":89,"y":426,"width":858,"height":12}},{"id":"d7496577-e793-4b98-a3c3-a93917bcb850","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":85,"box":{"x":88,"y":441,"width":841,"height":12}},{"id":"03806b2a-c468-4ac3-b7b0-ec717826804d","block_type":"box","text":"require information necessary to determine beneficial share ownership for purposes of the 80% determination.","page_number":85,"box":{"x":89,"y":456,"width":776,"height":12}},{"id":"cafc2de5-18a0-473c-b7c9-d27084c469b2","block_type":"box","text":"Tax-Exempt Interest Income.","page_number":85,"box":{"x":88,"y":483,"width":207,"height":12}},{"id":"134959bd-ce67-486e-b20f-f2b139dad0b0","block_type":"box","text":"Dividends paid by a Fund that are properly reported as exempt-interest dividends will not be","page_number":85,"box":{"x":305,"y":482,"width":643,"height":13}},{"id":"beadd30a-39e0-451d-aa35-a2704bda7aed","block_type":"box","text":"subject to regular federal income tax. Dividends paid on Fund shares that are loaned out pursuant to securities lending","page_number":85,"box":{"x":89,"y":497,"width":829,"height":13}},{"id":"511615d1-3508-4f15-9535-8660b16a12ce","block_type":"box","text":"arrangements will not be exempt from income tax. Each Fund intends to invest its assets in a manner such that dividend","page_number":85,"box":{"x":89,"y":513,"width":843,"height":12}},{"id":"bcbad5eb-36eb-44d0-a72a-68b40b971b32","block_type":"box","text":"distributions to its shareholders will generally be exempt from U.S. federal income taxation, including the federal AMT. In the","page_number":85,"box":{"x":89,"y":528,"width":870,"height":12}},{"id":"062245f5-5c8c-4e0d-a4ca-0d5223d1d3bd","block_type":"box","text":"last year of operation, when a Fund’s target date is reached, the Fund may invest in AMT-free tax-exempt municipal notes,","page_number":85,"box":{"x":89,"y":543,"width":857,"height":12}},{"id":"ead6cbce-2211-4692-9e26-fb8855280a44","block_type":"box","text":"including tax anticipation notes, revenue anticipation notes, tax and revenue anticipation notes, grant anticipation notes and","page_number":85,"box":{"x":89,"y":558,"width":870,"height":12}},{"id":"3335abdf-ba82-492e-9dd6-1a1d07aa2531","block_type":"box","text":"bond anticipation notes; municipal commercial paper; tender option bonds and variable rate demand notes and obligations.","page_number":85,"box":{"x":89,"y":573,"width":867,"height":12}},{"id":"68dba936-42d5-451b-8f31-d2169352e7c5","block_type":"box","text":"The 3.8% Medicare contribution tax (discussed above) will not apply to exempt interest dividends paid by a Fund.","page_number":85,"box":{"x":88,"y":588,"width":796,"height":12}},{"id":"0f7812b9-489b-45f4-aec1-ba173f444051","block_type":"box","text":"Dividends paid by a Fund reported as exempt-interest dividends will be exempt from federal income tax (though not","page_number":85,"box":{"x":89,"y":615,"width":814,"height":12}},{"id":"656498e4-59e0-4c47-a115-aa26d9726cda","block_type":"box","text":"necessarily exempt from state and local taxation) to the extent of the Fund’s net tax-exempt income as long as 50% or more","page_number":85,"box":{"x":89,"y":630,"width":873,"height":12}},{"id":"66b40d68-029f-44a8-88e5-54478a35d2d7","block_type":"box","text":"of the value of the Fund’s assets at the end of each quarter is invested in state, municipal or other bonds that are excluded","page_number":85,"box":{"x":89,"y":645,"width":854,"height":12}},{"id":"85838e1e-122a-4fdc-be56-8a5802ba6b5c","block_type":"box","text":"from gross income for U.S. federal income tax purposes as long as the Fund properly reports such dividends as exempt","page_number":85,"box":{"x":88,"y":660,"width":839,"height":12}},{"id":"6e1e8de0-29a7-4a8f-a2cb-3e28dcda46fb","block_type":"box","text":"interest dividends. Exempt-interest dividends paid by the Fund allocable to interest income from the municipal bonds of a","page_number":85,"box":{"x":89,"y":675,"width":850,"height":12}},{"id":"f43ba79a-ef5a-4ef5-a133-b9054d2af6dd","block_type":"box","text":"particular state may be exempt from income taxation for shareholders who are residents of such state. Exempt-interest","page_number":85,"box":{"x":89,"y":690,"width":834,"height":13}},{"id":"207d9455-a989-4791-b6c0-327b39797d78","block_type":"box","text":"dividends from interest from municipal bonds of other states generally are not so exempt. However, the receipt of exempt","page_number":85,"box":{"x":89,"y":705,"width":856,"height":13}},{"id":"cbaf03a2-f2cb-40bd-98eb-b21748e62a24","block_type":"box","text":"interest dividends may require a shareholder to recharacterize a portion of certain non-taxable social security and railroad","page_number":85,"box":{"x":89,"y":720,"width":850,"height":13}},{"id":"bbf4602b-7ec5-49e1-8302-1ad6c620e396","block_type":"box","text":"retirement benefit payments as taxable income. Shareholders should consult their own tax advisors. A Fund may engage in","page_number":85,"box":{"x":89,"y":736,"width":861,"height":12}},{"id":"c15ecf8e-fc15-423a-b35a-900de50837b6","block_type":"box","text":"derivative transactions with respect to obligations producing tax-exempt interest that may cause the Fund to not be treated","page_number":85,"box":{"x":89,"y":751,"width":865,"height":12}},{"id":"3adda514-d984-4046-9ff8-5d0c8f321254","block_type":"box","text":"as the owner of such obligations for purposes of the 50% threshold described above.","page_number":85,"box":{"x":89,"y":766,"width":594,"height":12}},{"id":"181c3e3d-a44e-403b-8f41-d73cc99a8cbb","block_type":"box","text":"Taxation of Certain Derivatives.","page_number":85,"box":{"x":88,"y":792,"width":225,"height":10}},{"id":"4b944b9f-fe20-4eea-bcee-19ed8a550616","block_type":"box","text":"A Fund’s transactions in zero coupon securities, non-U.S. currencies, forward contracts,","page_number":85,"box":{"x":322,"y":792,"width":612,"height":13}},{"id":"b3866e9e-63a5-40e2-932e-c72959b0b242","block_type":"box","text":"options and futures contracts (including options and futures contracts on non-U.S. currencies), to the extent permitted, will","page_number":85,"box":{"x":89,"y":807,"width":865,"height":13}},{"id":"d04fd9da-0e23-4666-aaa0-44e94719eeca","block_type":"box","text":"be subject to special provisions of the Internal Revenue Code (including provisions relating to “hedging transactions” and","page_number":85,"box":{"x":89,"y":822,"width":848,"height":13}},{"id":"3172e974-956f-4959-82e8-164afc3d6f94","block_type":"box","text":"“straddles”) that, among other consequences, may affect the character of gains and losses realized by the Fund (","page_number":85,"box":{"x":89,"y":838,"width":789,"height":12}},{"id":"237ca013-3e36-4964-a343-8c2d9633e575","block_type":"box","text":"i.e.","page_number":85,"box":{"x":879,"y":839,"width":18,"height":8}},{"id":"bdea9434-ac63-4dd7-8a37-553131a06779","block_type":"box","text":", may","page_number":85,"box":{"x":899,"y":841,"width":37,"height":9}},{"id":"d3c415cc-3b80-4066-9784-8f8aa5d51c75","block_type":"box","text":"affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Fund and defer Fund losses.","page_number":85,"box":{"x":89,"y":853,"width":856,"height":12}},{"id":"cb8588ad-f2ea-45c1-ab8b-37ae8e92dc5e","block_type":"box","text":"76","page_number":85,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"734082bd-43a0-41ee-b1e9-96f79df8ac1f","block_type":"box","text":"These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also","page_number":86,"box":{"x":88,"y":44,"width":856,"height":12}},{"id":"2f4fce60-d047-4e04-959a-0e8eb3d6d488","block_type":"box","text":"(a) will require the Fund to mark-to-market certain types of the positions in its portfolio (","page_number":86,"box":{"x":89,"y":59,"width":621,"height":12}},{"id":"222f4227-a41b-4c4e-ab67-4cb4a79de456","block_type":"box","text":"i.e.","page_number":86,"box":{"x":712,"y":60,"width":17,"height":9}},{"id":"ba23dad4-8f30-45a7-8988-d5bee72cf8c8","block_type":"box","text":", treat them as if they were closed","page_number":86,"box":{"x":731,"y":59,"width":235,"height":12}},{"id":"a75509a4-364a-4aa8-9ea9-894e3a953034","block_type":"box","text":"out at the end of each year) and (b) may cause the Fund to recognize income without receiving cash with which to pay","page_number":86,"box":{"x":89,"y":74,"width":834,"height":12}},{"id":"3c2469c7-cb32-4a98-935c-df687c311828","block_type":"box","text":"dividends or make distributions in amounts necessary to satisfy the distribution requirements for avoiding income and excise","page_number":86,"box":{"x":89,"y":89,"width":876,"height":13}},{"id":"b2d74890-eecc-4990-a6f7-f86761477e8f","block_type":"box","text":"taxes. Each Fund will monitor its transactions, will make the appropriate tax elections and will make the appropriate entries in","page_number":86,"box":{"x":88,"y":104,"width":879,"height":13}},{"id":"170bf970-66b7-4c07-8984-874377858915","block_type":"box","text":"its books and records when it acquires any zero coupon security, non-U.S. currency, forward contract, option, futures","page_number":86,"box":{"x":89,"y":119,"width":816,"height":13}},{"id":"f4712fdc-3a8f-4d02-8d07-4f5998d6cf8c","block_type":"box","text":"contract or hedged investment in order to mitigate the effect of these rules and prevent disqualification of the Fund as a RIC.","page_number":86,"box":{"x":89,"y":135,"width":870,"height":12}},{"id":"1216ba14-4959-4f35-af97-02f57b0f5a0f","block_type":"box","text":"A Fund’s investments in so-called “section 1256 contracts,” such as regulated futures contracts, most non-U.S. currency","page_number":86,"box":{"x":88,"y":161,"width":845,"height":12}},{"id":"10ee3e54-85bc-4ebb-b7f0-20bac0b12021","block_type":"box","text":"forward contracts traded in the interbank market and options on most security indexes, are subject to special tax rules. All","page_number":86,"box":{"x":88,"y":176,"width":854,"height":13}},{"id":"d9aca313-92d0-4d25-bbc6-f3f2124323db","block_type":"box","text":"section 1256 contracts held by a Fund at the end of its taxable year are required to be marked to their market value, and any","page_number":86,"box":{"x":89,"y":191,"width":868,"height":13}},{"id":"4edbbf7c-24a3-4821-93ce-282cf6443dfa","block_type":"box","text":"unrealized gain or loss on those positions will be included in the Fund’s income as if each position had been sold for its fair","page_number":86,"box":{"x":89,"y":206,"width":858,"height":13}},{"id":"5617215d-d3d3-4ada-b260-637e65f6dec6","block_type":"box","text":"market value at the end of the taxable year. The resulting gain or loss will be combined with any gain or loss realized by a","page_number":86,"box":{"x":89,"y":222,"width":844,"height":12}},{"id":"66388717-aeec-44f0-8a3b-4a64231bfb19","block_type":"box","text":"Fund from positions in section 1256 contracts closed during the taxable year. Provided such positions were held as capital","page_number":86,"box":{"x":89,"y":237,"width":853,"height":12}},{"id":"09ebeda5-c423-4601-aadb-d8f9f1b6358f","block_type":"box","text":"assets and were not part of a “hedging transaction” nor part of a “straddle,” 60% of the resulting net gain or loss will be","page_number":86,"box":{"x":89,"y":252,"width":838,"height":12}},{"id":"0cc4ff83-1914-48e9-b555-671865b791fc","block_type":"box","text":"treated as long-term capital gain or loss, and 40% of such net gain or loss will be treated as short-term capital gain or loss,","page_number":86,"box":{"x":88,"y":267,"width":860,"height":12}},{"id":"10be19d1-3987-470f-858a-dce307658093","block_type":"box","text":"regardless of the period of time the positions were actually held by a Fund.","page_number":86,"box":{"x":89,"y":282,"width":520,"height":12}},{"id":"31d0590b-5590-48af-bf7b-a5f3f5f15cba","block_type":"box","text":"As a result of entering into swap contracts, a Fund may make or receive periodic net payments. A Fund may also make or","page_number":86,"box":{"x":88,"y":308,"width":849,"height":13}},{"id":"4f4164a7-d336-4675-b54c-2bc1f7a66a6d","block_type":"box","text":"receive a payment when a swap is terminated prior to maturity through an assignment of the swap or other closing","page_number":86,"box":{"x":89,"y":324,"width":808,"height":12}},{"id":"050cbd6b-04cf-4dd3-825f-12c50f42631b","block_type":"box","text":"transaction. Periodic net payments will generally constitute ordinary income or deductions, while termination of a swap will","page_number":86,"box":{"x":88,"y":339,"width":864,"height":12}},{"id":"15778cef-4610-4018-9f98-b891ddac78c1","block_type":"box","text":"generally result in capital gain or loss (which will be a long-term capital gain or loss if a Fund has been a party to the swap for","page_number":86,"box":{"x":89,"y":354,"width":878,"height":12}},{"id":"48964ff8-3a4e-4fbc-8dd2-6f5477a83eda","block_type":"box","text":"more than one year). The cost of any payments made by the Fund on a swap transaction will be netted","page_number":86,"box":{"x":89,"y":369,"width":719,"height":12}},{"id":"1e2f1551-1e88-4163-a485-5a356b52ee44","block_type":"box","text":"pro rata","page_number":86,"box":{"x":813,"y":370,"width":55,"height":11}},{"id":"1dce6be0-0bad-4db9-8456-fa260e741b2f","block_type":"box","text":"against both","page_number":86,"box":{"x":873,"y":369,"width":87,"height":12}},{"id":"1cb9bd2c-7e39-4977-8a51-b9c0a3e0009c","block_type":"box","text":"tax exempt and taxable gross income. With respect to certain types of swaps, a Fund may be required to currently recognize","page_number":86,"box":{"x":88,"y":384,"width":869,"height":12}},{"id":"3848b166-80ac-4f3f-84c5-425825949d24","block_type":"box","text":"income or loss with respect to future payments on such swaps or may elect under certain circumstances to mark such swaps","page_number":86,"box":{"x":89,"y":399,"width":878,"height":13}},{"id":"e901a90b-6c30-47bc-82f1-a800701b5c77","block_type":"box","text":"to market annually for tax purposes as ordinary income or loss. Periodic net payments that would otherwise constitute","page_number":86,"box":{"x":88,"y":414,"width":831,"height":13}},{"id":"b7e862e9-1492-480e-83bb-f5ee3cbcf030","block_type":"box","text":"ordinary deductions but are allocable under the Internal Revenue Code to exempt-interest dividends will not be allowed as","page_number":86,"box":{"x":89,"y":429,"width":855,"height":13}},{"id":"0323954c-aa5b-49d2-ba04-c95461a2679d","block_type":"box","text":"deductions but instead will reduce net tax-exempt income.","page_number":86,"box":{"x":89,"y":445,"width":412,"height":12}},{"id":"a6107f2d-a6f2-45a5-b1ac-4167ee91f9d0","block_type":"box","text":"Market Discount.","page_number":86,"box":{"x":89,"y":471,"width":123,"height":10}},{"id":"a1f62f93-8947-4d37-99d2-e34fb8531e4f","block_type":"box","text":"Any market discount recognized on a bond, including a tax-exempt bond, is taxable as ordinary income. A","page_number":86,"box":{"x":221,"y":471,"width":743,"height":12}},{"id":"f51b1055-052e-4fb5-98a5-0fa11777121f","block_type":"box","text":"market discount bond is a bond acquired in the secondary market at a price below redemption value or adjusted issue price if","page_number":86,"box":{"x":89,"y":486,"width":879,"height":12}},{"id":"4c7748a8-d95f-4212-aafa-aa668d90267a","block_type":"box","text":"issued with original issue discount (“OID”). To the extent a Fund does not include the market discount in income as it","page_number":86,"box":{"x":89,"y":501,"width":823,"height":13}},{"id":"cba426e5-e2d6-428d-9b54-c49d149e20c1","block_type":"box","text":"accrues, gain on the Fund’s disposition of such an obligation will be treated as ordinary income rather than capital gain to","page_number":86,"box":{"x":89,"y":516,"width":852,"height":13}},{"id":"99e6dc87-1387-4f09-9b83-7376f14311df","block_type":"box","text":"the extent of the accrued market discount.","page_number":86,"box":{"x":88,"y":531,"width":299,"height":10}},{"id":"d90558cc-1b87-4c55-aed7-4ce6348dce9d","block_type":"box","text":"Non-U.S. Investments.","page_number":86,"box":{"x":89,"y":558,"width":159,"height":10}},{"id":"8a4c75fe-88ae-467b-99e6-c49f4418dc53","block_type":"box","text":"Under Section 988 of the Internal Revenue Code, gains or losses attributable to fluctuations in","page_number":86,"box":{"x":257,"y":558,"width":656,"height":12}},{"id":"d4bf9f38-bfe7-4d5b-ac59-7c328e2aabdc","block_type":"box","text":"exchange rates between the time the Fund accrues income or receivables or expenses or other liabilities denominated in a","page_number":86,"box":{"x":89,"y":573,"width":854,"height":12}},{"id":"1ac908bd-5555-4e43-92ae-d5d1f3257e7a","block_type":"box","text":"non-U.S. currency and the time the Fund actually collects such income or pays such liabilities are generally treated as","page_number":86,"box":{"x":89,"y":588,"width":819,"height":12}},{"id":"448f2e1d-f845-43dd-b6fd-e0a5153fc5cd","block_type":"box","text":"ordinary income or ordinary loss. In general, gains (and losses) realized on debt instruments will be treated as Section 988","page_number":86,"box":{"x":89,"y":603,"width":853,"height":13}},{"id":"807f5ff8-dc6f-4094-8904-6468058036ca","block_type":"box","text":"gain (or loss) to the extent attributable to changes in exchange rates between the U.S. dollar and the currencies in which the","page_number":86,"box":{"x":89,"y":618,"width":871,"height":13}},{"id":"dd2104fb-5d94-401a-ac9b-82491023e108","block_type":"box","text":"instruments are denominated. Similarly, gains or losses on non-U.S. currency, non-U.S. currency forward contracts, certain","page_number":86,"box":{"x":89,"y":633,"width":855,"height":13}},{"id":"f5c0d9e3-fea6-4440-99e7-63584776ac9e","block_type":"box","text":"non-U.S. currency options or futures contracts and the disposition of debt securities denominated in non-U.S. currency, to","page_number":86,"box":{"x":89,"y":649,"width":854,"height":12}},{"id":"17573f08-55af-46c3-835b-36d8976b6b41","block_type":"box","text":"the extent attributable to fluctuations in exchange rates between the acquisition and disposition dates, are also treated as","page_number":86,"box":{"x":88,"y":664,"width":852,"height":12}},{"id":"ad581c25-e954-4b2f-a403-6b5c422fc9ae","block_type":"box","text":"ordinary income or loss unless the Fund were to elect otherwise.","page_number":86,"box":{"x":89,"y":679,"width":450,"height":12}},{"id":"c7122e47-85d5-41d1-8106-b209f03ff4e9","block_type":"box","text":"Original Issue Discount.","page_number":86,"box":{"x":89,"y":705,"width":171,"height":13}},{"id":"2f05de4e-0206-44ea-add9-96ea6dbad054","block_type":"box","text":"OID on tax-exempt bonds is recognized over the term of the bond and is tax-exempt to the holder","page_number":86,"box":{"x":270,"y":705,"width":686,"height":13}},{"id":"9ed15936-1974-4b01-9cc5-4280341f3e10","block_type":"box","text":"of the bond. Special U.S. federal income tax rules apply to inflation-indexed bonds. Generally, all stated interest on such","page_number":86,"box":{"x":89,"y":720,"width":833,"height":13}},{"id":"b75dac61-ce53-4d8a-9d27-7b5131b790ef","block_type":"box","text":"bonds is taken into income by a Fund under its regular method of accounting for interest income. The amount of a positive","page_number":86,"box":{"x":89,"y":736,"width":861,"height":12}},{"id":"ad181f7d-c4d2-4865-bf48-b9598a5641c5","block_type":"box","text":"inflation adjustment, which results in an increase in the inflation-adjusted principal amount of the bond, is treated as OID.","page_number":86,"box":{"x":89,"y":751,"width":851,"height":12}},{"id":"34d2e287-5f6d-455f-9006-5acb75de0547","block_type":"box","text":"The OID is included in a Fund’s gross income ratably during the period ending with the maturity of the bond, under the","page_number":86,"box":{"x":88,"y":766,"width":835,"height":12}},{"id":"c4de1de2-f67f-4c9e-80d4-11b58aaf872c","block_type":"box","text":"general OID inclusion rules. The amount of a Fund’s OID in a taxable year with respect to a bond will increase a Fund’s","page_number":86,"box":{"x":89,"y":781,"width":828,"height":12}},{"id":"5ae58571-a7ed-4f54-b67a-7d5d64790b82","block_type":"box","text":"taxable income for such year without a corresponding receipt of cash, until the bond matures. As a result, a Fund may need","page_number":86,"box":{"x":88,"y":796,"width":865,"height":12}},{"id":"1de3477a-e571-461b-813d-262832444580","block_type":"box","text":"to use other sources of cash to satisfy its distributions for such year. The amount of negative inflation adjustment, which","page_number":86,"box":{"x":88,"y":811,"width":844,"height":12}},{"id":"64537acc-deb4-47db-bff1-b6911eaebb7c","block_type":"box","text":"results in a decrease in the inflation-adjusted principal amount of the bond, reduces the amount of interest (including stated,","page_number":86,"box":{"x":89,"y":826,"width":874,"height":13}},{"id":"093b4b25-0c79-4d1f-ada6-7cd12ea3e93f","block_type":"box","text":"interest, OID, and market discount, if any) otherwise includible in a Fund’s income with respect to the bond for the taxable","page_number":86,"box":{"x":89,"y":841,"width":855,"height":13}},{"id":"bdfd29ad-1968-4e6a-ae76-e592b3591a02","block_type":"box","text":"year.","page_number":86,"box":{"x":88,"y":860,"width":31,"height":9}},{"id":"d6095b59-21a2-4917-affd-f6109e64af20","block_type":"box","text":"77","page_number":86,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"ef796d60-d856-4c73-bb4c-0c6d01c0c654","block_type":"box","text":"Reporting.","page_number":87,"box":{"x":89,"y":44,"width":74,"height":12}},{"id":"2e2894f1-55de-497a-bc2c-b71ba90fe679","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":87,"box":{"x":173,"y":44,"width":720,"height":12}},{"id":"d6c3520d-0af8-4f69-a7ed-9503af8a79cf","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":87,"box":{"x":89,"y":59,"width":871,"height":12}},{"id":"95586b07-8436-443c-9d7f-4ad686168d21","block_type":"box","text":"on IRS Form 8886. Direct shareholders of portfolio securities are in many cases exempted from this reporting requirement,","page_number":87,"box":{"x":89,"y":74,"width":855,"height":12}},{"id":"4b2ed188-cebc-4946-bb62-bd445b55bfe1","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":87,"box":{"x":89,"y":89,"width":797,"height":13}},{"id":"d2beb8cb-43c7-439c-9294-c7d368db8be2","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":87,"box":{"x":89,"y":104,"width":851,"height":13}},{"id":"56918a97-de54-4051-8d32-aa49e4b7c631","block_type":"box","text":"should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.","page_number":87,"box":{"x":89,"y":119,"width":868,"height":13}},{"id":"654c6f24-8ce1-4864-a65a-d77fe30616c2","block_type":"box","text":"Other Taxes.","page_number":87,"box":{"x":89,"y":146,"width":89,"height":10}},{"id":"1832eca6-c1e3-433e-9467-5b4cb07267dd","block_type":"box","text":"Dividends, distributions and redemption proceeds may also be subject to additional state, local and non-U.S.","page_number":87,"box":{"x":188,"y":146,"width":758,"height":12}},{"id":"f58f1d7f-da95-49e5-b6b6-4c4f62301a4d","block_type":"box","text":"taxes depending on each shareholder’s particular situation.","page_number":87,"box":{"x":88,"y":161,"width":414,"height":12}},{"id":"5012b441-f3be-4587-8abf-cfe0ae2c0cba","block_type":"box","text":"Taxation of Non-U.S. Shareholders.","page_number":87,"box":{"x":88,"y":188,"width":252,"height":9}},{"id":"4d24dc77-0a11-4296-af79-1bc567ce82d4","block_type":"box","text":"Dividends paid by a Fund to non-U.S. shareholders are generally subject to withholding","page_number":87,"box":{"x":350,"y":188,"width":608,"height":12}},{"id":"c9c44703-2293-4315-a344-ab1866bfaf3c","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":87,"box":{"x":88,"y":203,"width":879,"height":12}},{"id":"66f99622-b4fc-4ac4-8f74-64d55dab4ae7","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":87,"box":{"x":89,"y":218,"width":869,"height":12}},{"id":"22928ce9-92a8-4716-898a-a63c1c2d32e5","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":87,"box":{"x":89,"y":233,"width":869,"height":12}},{"id":"04982224-3b4e-427f-b916-31311f92d363","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":87,"box":{"x":88,"y":248,"width":864,"height":12}},{"id":"621c1e2e-b928-412b-b97f-6e7e9309a370","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":87,"box":{"x":88,"y":263,"width":868,"height":12}},{"id":"bc6acc4d-1041-479e-8924-df2aaf144ae7","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":87,"box":{"x":89,"y":278,"width":852,"height":13}},{"id":"d56fee5a-9c25-4318-9a81-c87856a5fbed","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":87,"box":{"x":88,"y":293,"width":828,"height":13}},{"id":"b9bbf277-82bc-47f5-879e-c95ca3d763a0","block_type":"box","text":"shareholder. A non-U.S. corporation receiving effectively connected dividends may also be subject to additional “branch","page_number":87,"box":{"x":89,"y":308,"width":837,"height":13}},{"id":"6e4fe6c7-a0e8-4176-a5ae-d74bcaa9153e","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":87,"box":{"x":89,"y":324,"width":876,"height":12}},{"id":"84646216-c599-40c0-995e-c55ba27de1b8","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":87,"box":{"x":89,"y":339,"width":751,"height":12}},{"id":"234f7df3-9364-4433-8fe5-7c8aaedb333a","block_type":"box","text":"Properly-reported dividends are generally exempt from U.S. federal withholding tax where they (i) are paid in respect of a","page_number":87,"box":{"x":89,"y":365,"width":845,"height":12}},{"id":"4e36f1cb-9284-43f4-a0cb-b75166ee90c9","block_type":"box","text":"Fund’s “qualified net interest income” (generally, a Fund’s U.S. source interest income, other than certain contingent interest","page_number":87,"box":{"x":89,"y":380,"width":870,"height":13}},{"id":"a0cde81e-01b1-47dd-8bda-f7f8dce0fd49","block_type":"box","text":"and interest from obligations of a corporation or partnership in which a Fund is at least a 10% shareholder or partner,","page_number":87,"box":{"x":89,"y":395,"width":820,"height":13}},{"id":"fdf46a9f-833f-4775-a5ca-da64d8ebe925","block_type":"box","text":"reduced by expenses that are allocable to such income); or (ii) are paid in respect of a Fund’s “qualified short-term capital","page_number":87,"box":{"x":89,"y":410,"width":849,"height":13}},{"id":"5e55148f-1960-48de-99d3-f222bea9ef04","block_type":"box","text":"gains” (generally, the excess of a Fund’s net short-term capital gain over a Fund’s long-term capital loss for such taxable","page_number":87,"box":{"x":89,"y":426,"width":841,"height":12}},{"id":"0e9058ab-da06-4ecb-ad65-fa7ae43b2ef5","block_type":"box","text":"year). However, depending on its circumstances, a Fund may report all, some or none of its potentially eligible dividends as","page_number":87,"box":{"x":88,"y":441,"width":859,"height":12}},{"id":"5b0cafaa-5656-4bc3-b639-7a55cb587fc7","block_type":"box","text":"such qualified net interest income or as qualified short-term capital gains and/or treat such dividends, in whole or in part, as","page_number":87,"box":{"x":89,"y":456,"width":871,"height":12}},{"id":"9dc8ef1a-17ea-4458-832b-8177fbea23b8","block_type":"box","text":"ineligible for this exemption from withholding. In order to qualify for this exemption from withholding, a non-U.S.","page_number":87,"box":{"x":89,"y":471,"width":792,"height":12}},{"id":"3bc14510-705c-4410-9984-cc1dd82cf068","block_type":"box","text":"shareholder will need to comply with applicable certification requirements relating to its non-U.S. status (including, in","page_number":87,"box":{"x":89,"y":486,"width":822,"height":12}},{"id":"47b2a93a-8fc0-4339-8fe3-e3084e6d0cf4","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":87,"box":{"x":89,"y":501,"width":838,"height":13}},{"id":"b5e77005-3c42-444e-925a-d076e08e2802","block_type":"box","text":"intermediary, the intermediary may withhold even if a Fund reports the payment as qualified net interest income or qualified","page_number":87,"box":{"x":89,"y":516,"width":868,"height":13}},{"id":"13751892-bfb2-486a-b4c3-e1cc6c3c7e25","block_type":"box","text":"short-term capital gain. Non-U.S. shareholders should contact their intermediaries with respect to the application of these","page_number":87,"box":{"x":89,"y":531,"width":854,"height":13}},{"id":"d9eb2a46-6d8c-4268-a86d-b4386ee6d707","block_type":"box","text":"rules to their accounts.","page_number":87,"box":{"x":89,"y":547,"width":159,"height":9}},{"id":"d5427800-7822-4abe-aa0d-15f99b170be1","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":87,"box":{"x":88,"y":573,"width":862,"height":12}},{"id":"67004773-f1ed-46b5-bbc1-967ac8214655","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":87,"box":{"x":89,"y":588,"width":864,"height":12}},{"id":"ba553bbd-e415-4abd-8709-3b4fb2fab398","block_type":"box","text":"Internal Revenue Code and Treasury regulations). Fund distributions that are attributable to gain from the disposition of a","page_number":87,"box":{"x":89,"y":603,"width":850,"height":13}},{"id":"da980985-df0b-4389-bd17-d0891c94bbd3","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":87,"box":{"x":89,"y":618,"width":870,"height":13}},{"id":"3c88aa24-1fba-467c-9bde-a347efc1c80f","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":87,"box":{"x":88,"y":633,"width":875,"height":13}},{"id":"ac2c4503-6b29-4f2e-9810-8c68bfdace93","block_type":"box","text":"the distribution. If the foreign shareholder held more than 5% of the Fund’s shares, the distribution would be treated as","page_number":87,"box":{"x":88,"y":649,"width":835,"height":12}},{"id":"f67b986f-85f4-449f-968a-68f78af1a06b","block_type":"box","text":"income effectively connected with a trade or business within the U.S. and the foreign shareholder would be subject to","page_number":87,"box":{"x":89,"y":664,"width":822,"height":12}},{"id":"d482ce3f-cac9-49ed-a994-4bee2cc98890","block_type":"box","text":"withholding tax at a rate of 21% and would generally be required to file a U.S. federal income tax return.","page_number":87,"box":{"x":88,"y":679,"width":726,"height":12}},{"id":"ece09e0b-7bf4-4311-8cd4-80d48203e9d9","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":87,"box":{"x":88,"y":705,"width":846,"height":13}},{"id":"f5f7e7ad-b752-425b-8880-dd15054559a5","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":87,"box":{"x":89,"y":720,"width":860,"height":13}},{"id":"ee2b2b75-711e-43c7-96bd-72e99318a983","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":87,"box":{"x":88,"y":736,"width":881,"height":12}},{"id":"288afe32-6521-4b91-a3fa-a099e2b6e17e","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":87,"box":{"x":89,"y":751,"width":857,"height":12}},{"id":"450ddf40-b83d-42ed-bcd7-a4c492ed9e6a","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":87,"box":{"x":89,"y":766,"width":870,"height":12}},{"id":"aa690176-b064-4500-8977-32436b8e1300","block_type":"box","text":"tax advisors concerning the particular tax consequences to them of an investment in the Fund.","page_number":87,"box":{"x":88,"y":781,"width":664,"height":12}},{"id":"f8e12898-5239-4037-9acc-5c010e38bc94","block_type":"box","text":"A foreign shareholder also may be subject to certain “wash sale” rules to prevent the avoidance of the tax filing and payment","page_number":87,"box":{"x":88,"y":807,"width":874,"height":13}},{"id":"e2a87a56-9a60-495f-9b25-b8bb075e413e","block_type":"box","text":"obligations discussed above through the sale and repurchase of Fund shares.","page_number":87,"box":{"x":89,"y":822,"width":539,"height":13}},{"id":"bb8ce315-3600-4560-95f1-518472fec8b0","block_type":"box","text":"Shareholders that are nonresident aliens or foreign entities are urged to consult their own tax advisors concerning the","page_number":87,"box":{"x":88,"y":849,"width":825,"height":12}},{"id":"74187a4e-2178-4636-b6a7-f161806913bb","block_type":"box","text":"particular tax consequences to them of an investment in a Fund.","page_number":87,"box":{"x":89,"y":864,"width":450,"height":12}},{"id":"33590eaa-9aca-4f9c-94bd-38d5e1491eda","block_type":"box","text":"78","page_number":87,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"241324ed-6b7c-449a-9b1a-49918b797cb0","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":88,"box":{"x":88,"y":44,"width":871,"height":12}},{"id":"2cd08cc5-ac8b-4226-b14d-26438ea85808","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":88,"box":{"x":88,"y":59,"width":822,"height":12}},{"id":"b2d82038-0e74-4a0b-ba74-86df388ccac9","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":88,"box":{"x":89,"y":74,"width":863,"height":12}},{"id":"1a5d3385-fc5c-49c8-8e05-3de5600913cc","block_type":"box","text":"certain information regarding their direct and indirect U.S. owners. To avoid withholding, foreign financial institutions will","page_number":88,"box":{"x":89,"y":89,"width":846,"height":13}},{"id":"70cf1496-0857-49af-b8a1-d8791c53c300","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":88,"box":{"x":89,"y":104,"width":837,"height":13}},{"id":"5e62fc84-a309-49cf-96f9-95d4f30155b6","block_type":"box","text":"addresses and taxpayer identification numbers of direct and indirect U.S. account holders; comply with due diligence","page_number":88,"box":{"x":89,"y":119,"width":817,"height":13}},{"id":"960238a0-cd4d-48d4-ab0d-447147481ad6","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":88,"box":{"x":89,"y":135,"width":830,"height":12}},{"id":"aef1f3f1-292c-4ff8-9a8e-1149b40bdfc3","block_type":"box","text":"accounts maintained; agree to withhold tax on certain payments made to non-compliant foreign financial institutions or to","page_number":88,"box":{"x":89,"y":150,"width":861,"height":12}},{"id":"0e991029-abaa-4f46-b147-3241982b4c5b","block_type":"box","text":"account holders who fail to provide the required information; and determine certain other information as to their account","page_number":88,"box":{"x":89,"y":165,"width":850,"height":12}},{"id":"b946e57b-ba98-42b2-a7bf-71708fa64829","block_type":"box","text":"holders, or (ii) in the event that an applicable intergovernmental agreement and implementing legislation are adopted,","page_number":88,"box":{"x":89,"y":180,"width":827,"height":12}},{"id":"95bc0217-2767-4932-8fbc-c50837a07594","block_type":"box","text":"provide local revenue authorities with similar account holder information. Other foreign entities will need to provide the","page_number":88,"box":{"x":89,"y":195,"width":835,"height":12}},{"id":"2f47c3b4-482e-495e-a7fb-b5977cd54675","block_type":"box","text":"name, address and taxpayer identification number of each substantial U.S. owner or provide certifications of no substantial","page_number":88,"box":{"x":89,"y":210,"width":859,"height":13}},{"id":"88103296-e9b5-40ef-b248-7095d431c5b7","block_type":"box","text":"U.S. ownership, unless certain exceptions apply.","page_number":88,"box":{"x":89,"y":225,"width":332,"height":13}},{"id":"4452d270-0882-4627-b0f3-f0628122be30","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":88,"box":{"x":88,"y":252,"width":857,"height":12}},{"id":"988a1636-7630-4a85-bea4-dde3105a776f","block_type":"box","text":"estate tax.","page_number":88,"box":{"x":89,"y":268,"width":70,"height":9}},{"id":"79ca2733-0ec9-49b0-9080-1f368672d431","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":88,"box":{"x":88,"y":293,"width":872,"height":13}},{"id":"819826e3-50e4-4e57-bc89-a3100ac4c816","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":88,"box":{"x":89,"y":308,"width":864,"height":13}},{"id":"4d8396db-3c85-42bc-afa4-d55bd8f0eb92","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":88,"box":{"x":89,"y":324,"width":874,"height":12}},{"id":"eea505c4-5243-4da0-844f-690d179d3cb2","block_type":"box","text":"is based on applicable provisions of the Internal Revenue Code, regulations, judicial authority and administrative","page_number":88,"box":{"x":89,"y":339,"width":782,"height":12}},{"id":"a2b85d88-b750-4eee-936f-e7f1e7e52900","block_type":"box","text":"interpretations in effect on the date of this SAI. Changes in applicable authority could materially affect the conclusions","page_number":88,"box":{"x":89,"y":354,"width":826,"height":12}},{"id":"ed18224d-a784-4e6e-bbf6-3f68b0685925","block_type":"box","text":"discussed above, and such changes often occur.","page_number":88,"box":{"x":89,"y":369,"width":336,"height":12}},{"id":"8abbcab5-0da4-4de3-a06b-7a904cedff9e","block_type":"box","text":"Financial Statements","page_number":88,"box":{"x":91,"y":400,"width":348,"height":23}},{"id":"6cd77bf8-3137-4499-9e1d-08b2ef02a00e","block_type":"box","text":"Each Fund’s financial statements, financial highlights and notes thereto and the report therein of PricewaterhouseCoopers","page_number":88,"box":{"x":89,"y":441,"width":856,"height":12}},{"id":"80ad8d97-03a7-4ae0-b849-e7da93604443","block_type":"box","text":"LLP, an independent registered public accounting firm, appearing in the Fund’s Form N-CSR are incorporated in this SAI by","page_number":88,"box":{"x":89,"y":456,"width":857,"height":12}},{"id":"5d3f8425-62b4-4fcf-b593-7bd9aca74972","block_type":"box","text":"reference. No other portions of a Fund’s Form N-CSR are incorporated by reference herein. Each Fund’s Form N-CSR is","page_number":88,"box":{"x":89,"y":471,"width":825,"height":12}},{"id":"d9231468-ffa8-470d-b3bd-97db474e622f","block_type":"box","text":"located here","page_number":88,"box":{"x":89,"y":486,"width":85,"height":10}},{"id":"8c8e0c3c-5bc6-4ff7-8783-b3dd690fe717","block_type":"box","text":"1","page_number":88,"box":{"x":176,"y":484,"width":3,"height":6}},{"id":"c2594462-9e0c-49f6-8210-a8483e2b43d8","block_type":"box","text":"or here","page_number":88,"box":{"x":186,"y":486,"width":49,"height":10}},{"id":"0f921711-699f-40bb-9070-0e9dc352aff2","block_type":"box","text":"2","page_number":88,"box":{"x":236,"y":484,"width":5,"height":6}},{"id":"4e35e59a-a829-4692-89a2-f44e60058c18","block_type":"box","text":". A copy of each Fund’s Annual and Semi-Annual Reports and Annual and Semi-Annual Financial","page_number":88,"box":{"x":243,"y":486,"width":679,"height":12}},{"id":"0ace782d-eb9f-4467-b432-5790a4c0b43d","block_type":"box","text":"Statements may be obtained without charge as described on the cover page of this SAI.","page_number":88,"box":{"x":88,"y":501,"width":613,"height":13}},{"id":"21394a63-1b1a-4479-ae55-36f0cc4b7279","block_type":"box","text":"1","page_number":88,"box":{"x":118,"y":534,"width":3,"height":4}},{"id":"b437e456-8ad5-46ad-9236-ff8a52a55545","block_type":"box","text":"Form N-CSR for iShares iBonds Dec 2030 Term Muni Bond ETF.","page_number":88,"box":{"x":133,"y":535,"width":352,"height":7}},{"id":"bcaa50a6-9980-424d-bfb4-c9c3dfffae11","block_type":"box","text":"2","page_number":88,"box":{"x":118,"y":549,"width":4,"height":4}},{"id":"afc908ee-7065-4dce-baff-a8a9e2d6caf4","block_type":"box","text":"Form N-CSR for iShares iBonds Dec 2026 Term Muni Bond ETF, iShares iBonds Dec 2027 Term Muni Bond ETF, iShares iBonds Dec 2028 Term Muni","page_number":88,"box":{"x":133,"y":550,"width":823,"height":9}},{"id":"0598c34a-23c3-41f8-a3b6-3fac222697eb","block_type":"box","text":"Bond ETF, iShares iBonds Dec 2029 Term Muni Bond ETF and iShares iBonds Dec 2031 Term Muni Bond ETF.","page_number":88,"box":{"x":133,"y":562,"width":606,"height":9}},{"id":"b7ee7ef6-d348-4e62-8509-c534bb8e5d29","block_type":"box","text":"Miscellaneous Information","page_number":88,"box":{"x":90,"y":590,"width":446,"height":23}},{"id":"a55c9c93-32fb-4e8d-8ceb-0dee8f70e318","block_type":"box","text":"Counsel.","page_number":88,"box":{"x":89,"y":631,"width":61,"height":10}},{"id":"912b68a3-e1cb-4cd3-9962-593b1ef26f82","block_type":"box","text":"Willkie Farr & Gallagher LLP, located at 787 Seventh Avenue, New York, NY 10019, is counsel to the Trust.","page_number":88,"box":{"x":159,"y":631,"width":733,"height":12}},{"id":"917efb5b-b55c-4b36-8bd1-8b8dd063ed86","block_type":"box","text":"Independent Registered Public Accounting Firm.","page_number":88,"box":{"x":89,"y":657,"width":349,"height":13}},{"id":"9f1c3859-f7fe-4e7f-a848-cf83fce975cb","block_type":"box","text":"PricewaterhouseCoopers LLP, located at Two Commerce Square, 2001","page_number":88,"box":{"x":448,"y":657,"width":488,"height":13}},{"id":"6802c096-1e6d-443a-b545-e58f0604eb20","block_type":"box","text":"Market Street, Philadelphia, PA 19103, serves as the Trust’s independent registered public accounting firm, audits the Funds’","page_number":88,"box":{"x":89,"y":673,"width":867,"height":12}},{"id":"462f5219-a845-49f9-8864-a5451d8d1521","block_type":"box","text":"financial statements, and may perform other services.","page_number":88,"box":{"x":88,"y":688,"width":377,"height":12}},{"id":"1dd1e5b6-a942-4478-b7d7-1ff81ef2a10e","block_type":"box","text":"Shareholder Communications to the Board.","page_number":88,"box":{"x":88,"y":714,"width":313,"height":10}},{"id":"0ae211ea-58e4-4f57-89da-d795f517a4c5","block_type":"box","text":"The Board has established a process for shareholders to communicate with the","page_number":88,"box":{"x":409,"y":714,"width":555,"height":12}},{"id":"7ea9a6a2-26bb-4f34-94c4-8586f9223d4d","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":88,"box":{"x":89,"y":729,"width":863,"height":13}},{"id":"30cb00cb-ddf6-4cac-a018-a798d87963a5","block_type":"box","text":"BlackRock Fund Advisors, iShares Fund Administration, 400 Howard Street, San Francisco, CA 94105. Shareholder","page_number":88,"box":{"x":89,"y":744,"width":796,"height":12}},{"id":"36ae46e8-e003-41be-952a-cdcb29ff3c01","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":88,"box":{"x":89,"y":759,"width":868,"height":13}},{"id":"33850b98-cbfe-4aa0-b3d7-85286f5912a8","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":88,"box":{"x":89,"y":775,"width":863,"height":12}},{"id":"a9a3c179-cbba-4cb1-8f7b-ee2a13d37889","block_type":"box","text":"are owned indirectly through a broker, financial intermediary or other record owner, the name of the broker, financial","page_number":88,"box":{"x":89,"y":790,"width":814,"height":12}},{"id":"db713181-1f67-41d5-a05c-6360e6a192bd","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":88,"box":{"x":89,"y":805,"width":867,"height":12}},{"id":"8183833e-481e-4fb9-be92-5f1c57363d6a","block_type":"box","text":"Trust and reported to the Board.","page_number":88,"box":{"x":88,"y":820,"width":224,"height":12}},{"id":"19edd826-daff-4ce1-972a-c1a74872d330","block_type":"box","text":"79","page_number":88,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"07d0a441-9937-4cb6-b5b3-e8cc60680b4c","block_type":"box","text":"Investors’ Rights.","page_number":89,"box":{"x":89,"y":44,"width":122,"height":12}},{"id":"a95e5de5-01c0-4bff-9df7-b97fcaa07176","block_type":"box","text":"Each Fund relies on the services of BFA and its other service providers, including the Distributor,","page_number":89,"box":{"x":221,"y":44,"width":668,"height":12}},{"id":"522e6d5a-d834-48ee-940e-3de349699e68","block_type":"box","text":"administrator, custodian and transfer agent. Further information about the duties and roles of these service providers is set","page_number":89,"box":{"x":89,"y":59,"width":859,"height":12}},{"id":"f0b9721a-4680-4c1c-a4d9-9f7b4b639ae4","block_type":"box","text":"out in this SAI. Investors who acquire shares of a Fund are not parties to the relevant agreement with these service providers","page_number":89,"box":{"x":89,"y":74,"width":869,"height":12}},{"id":"bf4ff7bd-e0d2-47ab-b1e2-0397eeed208d","block_type":"box","text":"and do not have express contractual rights against the Funds or its service providers, except certain institutional investors","page_number":89,"box":{"x":89,"y":89,"width":850,"height":13}},{"id":"19ae178a-70fd-4a82-92a0-aaa69a0fea63","block_type":"box","text":"that are Authorized Participants may have certain express contractual rights with respect to the Distributor under the terms","page_number":89,"box":{"x":88,"y":104,"width":864,"height":13}},{"id":"0733883a-9137-4751-bb46-cda337a7a70d","block_type":"box","text":"of the relevant Authorized Participant Agreement. Investors may have certain legal rights under federal or state law against a","page_number":89,"box":{"x":89,"y":119,"width":870,"height":13}},{"id":"d860db40-aad9-447b-bc5d-de30029be8bd","block_type":"box","text":"Fund or its service providers. In the event that an investor considers that it may have a claim against a Fund, or against any","page_number":89,"box":{"x":89,"y":135,"width":858,"height":12}},{"id":"ae7aa1b1-73b7-4104-934e-0cadfb8e3198","block_type":"box","text":"service provider in connection with its investment in a Fund, such investor should consult its own legal advisor.","page_number":89,"box":{"x":89,"y":150,"width":775,"height":12}},{"id":"64f650ce-be2d-4c8d-9304-916308d874ce","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":89,"box":{"x":89,"y":176,"width":872,"height":13}},{"id":"5f920bb5-d7f8-4100-aa43-d1417db8045c","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":89,"box":{"x":89,"y":191,"width":829,"height":13}},{"id":"b7d1d030-87bb-4227-8980-fd17deff3399","block_type":"box","text":"Agreement. Jurisdiction over other claims, whether by investors or Authorized Participants, will turn on the facts of the","page_number":89,"box":{"x":88,"y":206,"width":828,"height":13}},{"id":"3c12ec18-fa99-4d5a-80a2-a057fe5f05c6","block_type":"box","text":"particular case and the law of the jurisdiction in which the proceeding is brought.","page_number":89,"box":{"x":89,"y":222,"width":567,"height":12}},{"id":"96331c7c-fa2e-4912-9b75-2ed84939d835","block_type":"box","text":"80","page_number":89,"box":{"x":520,"y":894,"width":16,"height":9}},{"id":"44e1aaf3-feb4-4470-91fa-6e7f60381f5b","block_type":"box","text":"Appendix A - Proxy Voting Policies","page_number":90,"box":{"x":88,"y":44,"width":578,"height":30}},{"id":"950790f9-e649-4265-a85f-45e61fc8128b","block_type":"box","text":"A-1","page_number":90,"box":{"x":515,"y":894,"width":23,"height":9}},{"id":"674b2e90-e50d-4395-856d-27877f622339","block_type":"box","text":"Open-End Active and Fixed Income Index Fund","page_number":91,"box":{"x":122,"y":44,"width":812,"height":30}},{"id":"55557bd8-e174-4401-8b02-9df34f3ae888","block_type":"box","text":"Proxy Voting Policy","page_number":91,"box":{"x":364,"y":77,"width":331,"height":30}},{"id":"50020006-c8ab-4cde-ac42-94f1a2242316","block_type":"box","text":"Procedures Governing Delegation of Proxy Voting to Fund Advisers","page_number":91,"box":{"x":88,"y":121,"width":484,"height":12}},{"id":"9ba4d7ec-dbec-4bd9-a0f7-3e59b4244c53","block_type":"box","text":"Effective Date: January 1, 2025","page_number":91,"box":{"x":89,"y":147,"width":218,"height":13}},{"id":"7ac8c68f-0cce-44e8-8440-6e451bf16c7b","block_type":"box","text":"Last Review Date: September 16, 2025","page_number":91,"box":{"x":89,"y":174,"width":275,"height":12}},{"id":"0c3df70b-0534-42f7-8a28-8eb444876ac7","block_type":"box","text":"________________________________________","page_number":91,"box":{"x":88,"y":211,"width":326,"height":0}},{"id":"605011ce-c72f-48c6-b709-37e65fb6e7c7","block_type":"box","text":"Applies to the following types of Funds registered under the 1940 Act:","page_number":91,"box":{"x":88,"y":227,"width":507,"height":12}},{"id":"70f5fa86-b7fd-4ad3-a629-56375a75b448","block_type":"box","text":"□","page_number":91,"box":{"x":89,"y":254,"width":14,"height":11}},{"id":"c4a064e2-5ff3-4ff0-9a68-f70537330fe8","block_type":"box","text":"Index Equity Mutual Funds and Exchange-Traded Funds","page_number":91,"box":{"x":110,"y":253,"width":391,"height":12}},{"id":"9b3c7123-1814-42c8-a4b6-7aa258ed4b32","block_type":"box","text":"Open-End Active and Fixed Income Index Mutual Funds and Exchange-Traded Funds","page_number":91,"box":{"x":109,"y":279,"width":596,"height":13}},{"id":"bcf26ebd-feae-4076-be89-4a19d140bc3a","block_type":"box","text":"□","page_number":91,"box":{"x":89,"y":307,"width":14,"height":11}},{"id":"993e2673-e775-4d7b-aced-d91fe2da64d0","block_type":"box","text":"Money Market Funds","page_number":91,"box":{"x":109,"y":306,"width":148,"height":12}},{"id":"1f3dbec4-d78d-49d3-a96e-1b313407a779","block_type":"box","text":"□","page_number":91,"box":{"x":89,"y":333,"width":14,"height":11}},{"id":"27956160-3d87-41ec-8755-3094107887e8","block_type":"box","text":"Closed-End Funds","page_number":91,"box":{"x":109,"y":332,"width":126,"height":10}},{"id":"7df04448-ad3a-4b43-a1d4-f7ae3e48c8d9","block_type":"box","text":"□","page_number":91,"box":{"x":89,"y":359,"width":14,"height":12}},{"id":"1688f72a-b1ad-413e-a60a-12e9f3ac5627","block_type":"box","text":"Other","page_number":91,"box":{"x":109,"y":359,"width":40,"height":10}},{"id":"90b68161-ba29-4a90-8060-be9682dc8793","block_type":"box","text":"________________________________________","page_number":91,"box":{"x":88,"y":396,"width":326,"height":0}},{"id":"9a94e480-8600-4cae-9f4f-1affd335246b","block_type":"box","text":"Objective and Scope","page_number":91,"box":{"x":89,"y":412,"width":146,"height":12}},{"id":"b5cf8017-000d-4ce0-9e86-315944156cd9","block_type":"box","text":"Set forth below is the Open-End Active and Fixed Income Index Fund Proxy Voting Policy.","page_number":91,"box":{"x":88,"y":438,"width":623,"height":13}},{"id":"53944141-d519-44ff-933a-c9e0d5ce2f38","block_type":"box","text":"Policy / Document Requirements and Statements","page_number":91,"box":{"x":89,"y":465,"width":356,"height":12}},{"id":"5add4af5-3b35-4cda-943e-a3e0fd398833","block_type":"box","text":"The Boards of Trustees/Directors (“Directors”) of certain open-end funds (the “Funds”) advised by BlackRock Fund Advisors","page_number":91,"box":{"x":88,"y":491,"width":873,"height":12}},{"id":"0267a0fd-c772-42cd-b237-55fba038cb8c","block_type":"box","text":"or BlackRock Advisors, LLC (“BlackRock”), have the responsibility for the oversight of voting proxies relating to portfolio","page_number":91,"box":{"x":89,"y":506,"width":835,"height":13}},{"id":"da8660d2-db35-49eb-a4b9-0a1fbd30a1cd","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":91,"box":{"x":89,"y":521,"width":853,"height":13}},{"id":"38a197e6-4d4c-4e2b-ba15-81a9457e353c","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":91,"box":{"x":88,"y":536,"width":878,"height":13}},{"id":"142c5d0a-f6c4-4dfb-b334-4e4fb76fe4b9","block_type":"box","text":"to manage, acquire and dispose of account assets, all as contemplated by the Funds’ respective investment management","page_number":91,"box":{"x":88,"y":552,"width":850,"height":12}},{"id":"237c768d-f611-4df0-8a13-1b6a13bd3fe3","block_type":"box","text":"agreements.","page_number":91,"box":{"x":89,"y":568,"width":85,"height":11}},{"id":"aaf3d80a-e518-4cf4-b61e-5f1e7132dc6b","block_type":"box","text":"BlackRock has adopted the BlackRock Active Investment Stewardship Global Engagement and Voting Guidelines (as from","page_number":91,"box":{"x":89,"y":593,"width":849,"height":13}},{"id":"baefdb4d-2300-4492-b8c4-e6e461de29ef","block_type":"box","text":"time to time amended, the “Guidelines”) governing proxy voting by active and fixed income index Funds managed by","page_number":91,"box":{"x":88,"y":608,"width":821,"height":13}},{"id":"88dc0b1a-5cfb-48e4-9fdf-dceb0c89c2ad","block_type":"box","text":"BlackRock. The Guidelines include “climate and decarbonization” guidelines which apply to the Funds listed in Appendix A, if","page_number":91,"box":{"x":89,"y":623,"width":874,"height":13}},{"id":"d96195c0-5dfb-4251-b22d-8f59c744db1a","block_type":"box","text":"any.","page_number":91,"box":{"x":89,"y":642,"width":25,"height":9}},{"id":"bcb4dcea-5e77-4829-91c9-2e11a11721e5","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":91,"box":{"x":89,"y":665,"width":876,"height":12}},{"id":"d05c2405-2ea9-4944-904c-7b7b56e62f7f","block_type":"box","text":"held by each such Fund (or may refrain from voting) in accordance with the Guidelines.","page_number":91,"box":{"x":89,"y":680,"width":611,"height":12}},{"id":"189f11e3-49e5-4845-817a-0d6935f1467f","block_type":"box","text":"Conflicts Management","page_number":91,"box":{"x":89,"y":707,"width":164,"height":12}},{"id":"0611b46f-62cf-4055-b87b-727b89a3f004","block_type":"box","text":"BlackRock Active Investment Stewardship (“BAIS”) maintains policies and procedures that seek to prevent undue influence","page_number":91,"box":{"x":89,"y":733,"width":860,"height":12}},{"id":"ada19be7-016b-48d2-b607-21adc0db97ce","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":91,"box":{"x":89,"y":748,"width":775,"height":12}},{"id":"0c024535-4245-47e3-9e07-10bbba5cf208","block_type":"box","text":"responsibilities. Potential material conflicts, and the resultant potential for undue influence, might be due to a relationship","page_number":91,"box":{"x":89,"y":763,"width":851,"height":13}},{"id":"66f7a590-7e4d-4c82-b7e4-5233508fbffe","block_type":"box","text":"between the investee company (or any shareholder proponent or dissident shareholder) and BlackRock, BlackRock’s affiliates","page_number":91,"box":{"x":89,"y":778,"width":875,"height":13}},{"id":"6f341210-55da-4924-a8fc-3142c42c04f4","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":91,"box":{"x":89,"y":793,"width":844,"height":13}},{"id":"56c82c6c-54f4-4c3b-a631-1cde630041de","block_type":"box","text":"outlined in detail in the Guidelines. In mitigating conflicts, BAIS will adhere to the Guidelines.","page_number":91,"box":{"x":89,"y":809,"width":646,"height":12}},{"id":"cf193d9a-714a-4617-9fd0-2d0109eda7c1","block_type":"box","text":"In certain instances, BAIS will engage an independent third-party voting service provider to make proxy voting","page_number":91,"box":{"x":89,"y":835,"width":769,"height":12}},{"id":"95610e87-6b8d-4fab-92bd-336b86f3000b","block_type":"box","text":"recommendations as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance","page_number":91,"box":{"x":89,"y":850,"width":784,"height":13}},{"id":"4d817e67-0dc3-4cee-beb8-5111895b2394","block_type":"box","text":"requirements, or as may be otherwise required by applicable law.","page_number":91,"box":{"x":89,"y":865,"width":452,"height":13}},{"id":"6afe68db-df3b-40f5-ace9-a321d69bba2b","block_type":"box","text":"A-2","page_number":91,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"04bef307-7456-456c-a8e7-1a8fc947dd8e","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":92,"box":{"x":88,"y":44,"width":869,"height":12}},{"id":"875c9b35-7ec4-4e32-aa82-9581875bf80c","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":92,"box":{"x":89,"y":59,"width":868,"height":12}},{"id":"8ea031ec-5988-4933-8f60-82d06ca00334","block_type":"box","text":"The Guidelines set forth BlackRock’s approach to recalling securities on loan in connection with proxy voting.","page_number":92,"box":{"x":88,"y":74,"width":764,"height":12}},{"id":"60a08f0d-88db-47ec-bd81-889cd96796f2","block_type":"box","text":"Reports to the Board","page_number":92,"box":{"x":89,"y":101,"width":147,"height":12}},{"id":"8f194c0a-9a02-479c-84a6-2b89d2e9ce77","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":92,"box":{"x":89,"y":127,"width":860,"height":12}},{"id":"e2dd973a-7578-425b-8b51-14011959fe9b","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":92,"box":{"x":89,"y":142,"width":863,"height":12}},{"id":"d2a45aab-cb02-405a-a4c7-81943c8a4cb5","block_type":"box","text":"Guidelines and (2) any material changes to the Guidelines, including material changes to conflicts management practices,","page_number":92,"box":{"x":89,"y":157,"width":854,"height":13}},{"id":"c20f4e33-3f54-4d60-9b6e-a6f8bdd44808","block_type":"box","text":"that have not previously been reported.","page_number":92,"box":{"x":88,"y":172,"width":275,"height":13}},{"id":"11ff0539-416b-467a-bc95-9e7c0f382dce","block_type":"box","text":"Appendix A","page_number":92,"box":{"x":88,"y":199,"width":85,"height":12}},{"id":"52daf2ee-df3a-44d3-9529-3d1704dae4c6","block_type":"box","text":"BlackRock U.S. Carbon Transition Readiness ETF","page_number":92,"box":{"x":89,"y":225,"width":336,"height":10}},{"id":"127c1547-9384-4c1d-a1b0-bbe4c72c2aa1","block_type":"box","text":"BlackRock World ex U.S. Carbon Transition Readiness ETF","page_number":92,"box":{"x":89,"y":252,"width":402,"height":9}},{"id":"d238d3a0-b191-4830-89a7-7a0688ac6167","block_type":"box","text":"A-3","page_number":92,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"ac720492-8eb7-48fb-badf-3bb41da4d9cc","block_type":"box","text":"BlackRock Active Investment Stewardship","page_number":93,"box":{"x":168,"y":44,"width":721,"height":30}},{"id":"057e933c-0bb7-4a85-aca5-4d6f652aac3b","block_type":"box","text":"Global Engagement and Voting Guidelines","page_number":93,"box":{"x":89,"y":88,"width":303,"height":12}},{"id":"0e2336a6-4000-4655-9525-4dab1ef4244e","block_type":"box","text":"Effective as of January 2026","page_number":93,"box":{"x":106,"y":114,"width":198,"height":13}},{"id":"2dbf2621-dfee-4da6-9f94-7db152737d18","block_type":"box","text":"Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4","page_number":93,"box":{"x":170,"y":177,"width":716,"height":9}},{"id":"79a4093b-29d2-40de-9d1f-673a387a2b6b","block_type":"box","text":"Introduction to BlackRock","page_number":93,"box":{"x":171,"y":195,"width":180,"height":10}},{"id":"840517da-7df7-4fdb-8f6b-40c9ac491a64","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5","page_number":93,"box":{"x":356,"y":196,"width":530,"height":9}},{"id":"0ed76a59-842d-4fa1-9d5a-9c9b762649f6","block_type":"box","text":"About BlackRock Active Investment Stewardship","page_number":93,"box":{"x":170,"y":214,"width":340,"height":12}},{"id":"100af18b-37d5-4cdd-817a-4a724fc9d2fb","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5","page_number":93,"box":{"x":512,"y":214,"width":374,"height":10}},{"id":"c632114a-99a7-4fdf-bd23-b06d678e85fa","block_type":"box","text":"Our approach to stewardship within active equities","page_number":93,"box":{"x":170,"y":233,"width":356,"height":12}},{"id":"77cc29f6-2932-4676-a3dc-2e8e01f15376","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":93,"box":{"x":532,"y":233,"width":354,"height":10}},{"id":"d33bda94-927d-4e6b-884d-2a34b8b59901","block_type":"box","text":"Our approach to stewardship within fixed income","page_number":93,"box":{"x":170,"y":252,"width":347,"height":12}},{"id":"2ff09e47-2ce5-4013-8469-8fa1d5d3943d","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":93,"box":{"x":519,"y":252,"width":367,"height":9}},{"id":"9bfa346f-f0f9-4049-ae2c-d3b257d88e62","block_type":"box","text":"Boards of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":93,"box":{"x":171,"y":271,"width":715,"height":9}},{"id":"a1e5b664-f480-4db1-ae2f-0d401a564f20","block_type":"box","text":"Executive compensation","page_number":93,"box":{"x":171,"y":290,"width":169,"height":12}},{"id":"6cee53cb-d91c-46f1-bd00-e52481ee24f1","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9","page_number":93,"box":{"x":343,"y":290,"width":543,"height":9}},{"id":"275534ee-5b94-461e-ac70-bd4e232975d8","block_type":"box","text":"Non-executive director compensation","page_number":93,"box":{"x":171,"y":308,"width":263,"height":13}},{"id":"08c37e5d-fe8e-41da-bd44-25e2d79ffe0f","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10","page_number":93,"box":{"x":440,"y":309,"width":446,"height":9}},{"id":"b9db2272-cee6-45d8-b4df-1ac7cc1701cf","block_type":"box","text":"Capital structure","page_number":93,"box":{"x":170,"y":327,"width":116,"height":13}},{"id":"2f7c3b80-fd8c-43fb-b05e-c0f9c48127da","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10","page_number":93,"box":{"x":290,"y":328,"width":596,"height":9}},{"id":"3dc053a0-a198-4588-b107-5ba2e127ef71","block_type":"box","text":"Transactions and special situations","page_number":93,"box":{"x":169,"y":346,"width":245,"height":13}},{"id":"1342ad15-1591-457a-a38e-522dfa4209f7","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10","page_number":93,"box":{"x":421,"y":347,"width":465,"height":9}},{"id":"dead51e5-8448-4ed7-95a7-b1f0fac1d2b8","block_type":"box","text":"Corporate reporting, risk management and audit","page_number":93,"box":{"x":170,"y":365,"width":341,"height":12}},{"id":"26bad045-62ea-43b6-beba-98178008c569","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-11","page_number":93,"box":{"x":512,"y":366,"width":371,"height":9}},{"id":"af30e674-bfe2-4a6c-a158-dbe619283ec9","block_type":"box","text":"Shareholder rights and protections","page_number":93,"box":{"x":170,"y":384,"width":243,"height":12}},{"id":"1f4bff32-c698-4a37-9624-34c6f1369733","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-12","page_number":93,"box":{"x":421,"y":385,"width":465,"height":9}},{"id":"4fb2ead2-f942-407c-8fd3-2339445dbae7","block_type":"box","text":"Shareholder proposals","page_number":93,"box":{"x":170,"y":403,"width":156,"height":12}},{"id":"216d3f1f-965d-4b52-a9ed-aea21cb56922","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":93,"box":{"x":329,"y":403,"width":557,"height":10}},{"id":"4437eb80-1c45-405a-b345-9d701220d3b3","block_type":"box","text":"Corporate political activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":93,"box":{"x":170,"y":422,"width":716,"height":12}},{"id":"332cf27e-f52b-462e-97b3-e542b7372719","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":93,"box":{"x":170,"y":441,"width":373,"height":12}},{"id":"fffa64a9-811c-4dc9-8c47-557b5b4ff524","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-14","page_number":93,"box":{"x":545,"y":441,"width":341,"height":9}},{"id":"b4acfe75-013a-4ae8-ae17-444ab6917253","block_type":"box","text":"Key stakeholders","page_number":93,"box":{"x":171,"y":460,"width":116,"height":12}},{"id":"d08c4b18-5ad2-41a4-a233-aa4dbb38b31f","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-14","page_number":93,"box":{"x":290,"y":460,"width":596,"height":9}},{"id":"9ffbc7c4-6d8b-4d4a-bb76-8acdecc17b7b","block_type":"box","text":"Climate and decarbonization investment objectives","page_number":93,"box":{"x":170,"y":479,"width":357,"height":12}},{"id":"12f6822b-e359-4c9c-80b5-050734425407","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-14","page_number":93,"box":{"x":532,"y":479,"width":354,"height":9}},{"id":"4fddde28-5dce-4566-afd1-7a4caf44a6bf","block_type":"box","text":"Appendix 1: How we fulfil and oversee our active investment stewardship responsibilities","page_number":93,"box":{"x":170,"y":497,"width":621,"height":13}},{"id":"5a177f35-09b1-4a99-8622-488421a115d2","block_type":"box","text":". . . . . . . . . .A-15","page_number":93,"box":{"x":793,"y":498,"width":93,"height":9}},{"id":"0ef44b32-bc6e-494f-9116-6b30aaeac165","block_type":"box","text":"Overview","page_number":93,"box":{"x":89,"y":531,"width":67,"height":9}},{"id":"5dc7fcff-8346-47a5-9289-e0e2058c6c11","block_type":"box","text":"This document provides high level guidance on how BlackRock Active Investment Stewardship (BAIS) views corporate","page_number":93,"box":{"x":88,"y":557,"width":828,"height":12}},{"id":"3689a9e4-02e5-4ae5-a62b-19aa49858820","block_type":"box","text":"governance matters that are commonly put to a shareholder vote, or on which investors engage with 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companies alongside and on behalf of those teams when appropriate. The team is responsible for","page_number":93,"box":{"x":89,"y":602,"width":820,"height":12}},{"id":"6720856d-d57d-4716-825f-b504e0c1ee41","block_type":"box","text":"establishing voting guidelines for the active equity platform, providing vote recommendations and operationalizing voting","page_number":93,"box":{"x":89,"y":617,"width":850,"height":12}},{"id":"5d4f3824-dbd6-44ff-b2ee-ad1f93bf174e","block_type":"box","text":"decisions. The guidance informs the voting recommendations BAIS makes to BlackRock’s active portfolio managers. It","page_number":93,"box":{"x":89,"y":632,"width":827,"height":13}},{"id":"3b92d7b7-5e04-4602-8f05-1d21e6167e01","block_type":"box","text":"applies to active equity holdings in BlackRock’s fundamental equity, systematic equity and multi-asset solutions strategies. It","page_number":93,"box":{"x":89,"y":647,"width":871,"height":13}},{"id":"3d696058-2c20-45a9-bae3-a4ff0fa3a6f9","block_type":"box","text":"also may apply to holdings in BlackRock’s index and active fixed income strategies, to the extent those strategies hold voting","page_number":93,"box":{"x":89,"y":662,"width":871,"height":13}},{"id":"38317177-8174-4b55-a838-5a899bd16b29","block_type":"box","text":"securities or conduct issuer engagements. The guidelines are not prescriptive as active portfolio managers have discretion as","page_number":93,"box":{"x":89,"y":678,"width":874,"height":12}},{"id":"d2d7d318-4f44-46de-91e3-c5ced0da151f","block_type":"box","text":"to how they integrate these guidelines within their investment processes in light of their clients’ or funds’ investment","page_number":93,"box":{"x":88,"y":693,"width":818,"height":12}},{"id":"0ae1a9dc-c89f-4593-bdb9-3b8927fad8c1","block_type":"box","text":"objectives. There are separate, independently developed principles and voting policies that are applied to BlackRock’s index","page_number":93,"box":{"x":89,"y":708,"width":861,"height":12}},{"id":"1847a635-b1fe-4660-ac1d-ffa69c04dedd","block_type":"box","text":"equity investments by a distinct and independent function, BlackRock Investment Stewardship.","page_number":93,"box":{"x":89,"y":723,"width":663,"height":12}},{"id":"edf47caa-25f0-4b47-8dd5-be3f3bc17854","block_type":"box","text":"(1) This document includes BAIS’ benchmark policy, which covers nearly all active equity holdings in BlackRock’s fundamental equity, systematic eq","page_number":93,"box":{"x":89,"y":790,"width":840,"height":10}},{"id":"a6e89622-6e99-44bd-9d81-843e4b485acf","block_type":"box","text":"uity","page_number":93,"box":{"x":930,"y":791,"width":21,"height":9}},{"id":"9260fd96-029e-4ae3-a0f4-a1d248035d9c","block_type":"box","text":"and multi-asset solutions strategies. The benchmark policy also may apply to holdings in BlackRock’s index and active fixed income strategies, to th","page_number":93,"box":{"x":121,"y":803,"width":828,"height":10}},{"id":"94138bbb-011d-42d9-a656-5f1b0774af52","block_type":"box","text":"e","page_number":93,"box":{"x":950,"y":805,"width":6,"height":6}},{"id":"0c34f17c-eac9-4fdf-889d-615ee4c9f29c","block_type":"box","text":"extent those strategies hold voting securities or conduct issuer engagements. This document also includes BAIS’ decarbonization policy, which cov","page_number":93,"box":{"x":121,"y":816,"width":824,"height":9}},{"id":"d7a5caa4-afb6-45e8-b2c2-784725904135","block_type":"box","text":"ers","page_number":93,"box":{"x":946,"y":818,"width":16,"height":5}},{"id":"80860a09-9392-4ea2-a0a2-f2f5a0478532","block_type":"box","text":"holdings in BlackRock active funds that have climate and decarbonization objectives in addition to financial objectives.","page_number":93,"box":{"x":121,"y":828,"width":662,"height":10}},{"id":"077841ed-1788-4c49-ad33-de720a2502ff","block_type":"box","text":"(2) BlackRock segmented active and index equity investment functions, including stewardship, in January 2025 as part of a strategic initiative to un","page_number":93,"box":{"x":89,"y":843,"width":833,"height":10}},{"id":"99691708-6095-4c3f-8b3c-b2be5250dcd5","block_type":"box","text":"lock the","page_number":93,"box":{"x":924,"y":843,"width":44,"height":8}},{"id":"b0849148-cf56-4c15-b478-cfa954f778fd","block_type":"box","text":"full breadth of the firm’s active and private markets capabilities for clients. As a result, there are two stewardship teams, which operate independe","page_number":93,"box":{"x":121,"y":856,"width":815,"height":10}},{"id":"b5becc9f-391c-46f2-ab47-065cbe0cd7b7","block_type":"box","text":"ntly","page_number":93,"box":{"x":938,"y":856,"width":20,"height":10}},{"id":"0a80d3e0-03ef-4c9b-920c-d885f83af0cd","block_type":"box","text":"of one another and have separate voting policies.","page_number":93,"box":{"x":121,"y":868,"width":274,"height":10}},{"id":"977a4328-f429-43de-971b-42d12cc558ef","block_type":"box","text":"A-4","page_number":93,"box":{"x":515,"y":894,"width":26,"height":9}},{"id":"dd2f31e9-6e8a-484e-af9f-f155cb140b3e","block_type":"box","text":"Introduction to BlackRock","page_number":94,"box":{"x":89,"y":44,"width":187,"height":10}},{"id":"8ae03b05-501e-47bb-8504-87a1ed6112c8","block_type":"box","text":"BlackRock’s mission is to help more people invest better. The money BlackRock manages is not its own — it belongs to","page_number":94,"box":{"x":89,"y":70,"width":831,"height":13}},{"id":"6c1377c6-2ae7-4551-a781-8a354dbdff6b","block_type":"box","text":"BlackRock’s clients, many of whom make their own asset allocation and portfolio construction decisions. As a fiduciary,","page_number":94,"box":{"x":89,"y":85,"width":835,"height":13}},{"id":"6767b3f0-b8e3-40bf-9e58-90e810e92e0a","block_type":"box","text":"BlackRock invests on clients’ behalf to help them meet their investment objectives. The firm does this by understanding","page_number":94,"box":{"x":89,"y":101,"width":834,"height":12}},{"id":"52c5761e-6112-4c8e-a64a-76cbbc668801","block_type":"box","text":"clients’ long-term investment objectives and offering choice on how and where they wish to invest their money. BlackRock","page_number":94,"box":{"x":89,"y":116,"width":857,"height":12}},{"id":"d486d4c2-b939-4cc2-9552-4ac1a15c6bd7","block_type":"box","text":"then helps clients seek the best risk-adjusted returns based on those choices, underpinning this work with research, data and","page_number":94,"box":{"x":88,"y":131,"width":878,"height":12}},{"id":"ca41aeb2-47b1-4282-8e16-97f0e96729aa","block_type":"box","text":"analytics.","page_number":94,"box":{"x":89,"y":146,"width":64,"height":12}},{"id":"dc4e74e6-b225-4d9e-85a8-1185087e4787","block_type":"box","text":"At BlackRock, investment stewardship is core to our role as an asset manager and a fiduciary to our clients. As stewards of","page_number":94,"box":{"x":88,"y":172,"width":859,"height":13}},{"id":"0405faba-0a6d-4bef-8884-72e4f35d8db8","block_type":"box","text":"our clients’ assets, we engage with companies to discuss the corporate governance and business practices that, in our","page_number":94,"box":{"x":89,"y":188,"width":828,"height":12}},{"id":"4c4a06d4-d848-48d2-a8df-4743a97e6df9","block_type":"box","text":"experience, support companies in delivering durable, risk-adjusted financial returns over time. We are committed to building","page_number":94,"box":{"x":89,"y":203,"width":868,"height":12}},{"id":"96361633-80f0-49cd-9673-dcb82288ec8d","block_type":"box","text":"strong relationships through constructive, ongoing dialogue with the boards and executive management of the companies in","page_number":94,"box":{"x":89,"y":218,"width":876,"height":12}},{"id":"dbebf0f5-9b80-40b7-8f98-435b0370d180","block_type":"box","text":"which our clients are invested.","page_number":94,"box":{"x":88,"y":233,"width":211,"height":10}},{"id":"de9de6f1-9e46-4d63-b4d2-fd222e82806e","block_type":"box","text":"About BlackRock Active Investment Stewardship","page_number":94,"box":{"x":88,"y":259,"width":351,"height":13}},{"id":"9e26ba71-bdb7-489d-a939-c1f0b7ea0751","block_type":"box","text":"BlackRock Active Investment Stewardship (BAIS) is a specialist team within the Portfolio Management Group and manages","page_number":94,"box":{"x":89,"y":286,"width":861,"height":12}},{"id":"1d114bea-a39a-4b83-801b-0bdc8a12ba59","block_type":"box","text":"BlackRock’s stewardship engagement and voting on behalf of clients invested in active strategies globally. BAIS is also","page_number":94,"box":{"x":89,"y":301,"width":822,"height":12}},{"id":"c4fc3193-1ae9-4563-8332-32c4239f859f","block_type":"box","text":"responsible for engagement with issuers in index fixed income strategies, where appropriate. Our activities are informed by","page_number":94,"box":{"x":89,"y":316,"width":861,"height":12}},{"id":"fcee7697-d7e9-4e0d-a6f3-572aaed2c80f","block_type":"box","text":"these Global Engagement and Voting Guidelines (the “Guidelines”) and insights from active investment analysts and portfolio","page_number":94,"box":{"x":88,"y":331,"width":879,"height":12}},{"id":"36b17863-d6b6-45d1-ac88-6bdccdbfeb1b","block_type":"box","text":"managers, with whom we work closely in engaging companies and voting at shareholder meetings.","page_number":94,"box":{"x":89,"y":346,"width":697,"height":13}},{"id":"3df618c0-5215-449c-a272-ce0c2440b83b","block_type":"box","text":"Engagement with public companies is the foundation of our approach to stewardship within fundamental active investing.","page_number":94,"box":{"x":89,"y":373,"width":857,"height":12}},{"id":"ec530278-db35-419b-b4a2-8f8b58598965","block_type":"box","text":"(3)","page_number":94,"box":{"x":951,"y":371,"width":15,"height":8}},{"id":"0db79a9b-cd01-4a34-86d6-1b103ecac676","block_type":"box","text":"Through direct dialogue with company leadership, we seek to understand their businesses and how they manage risks and","page_number":94,"box":{"x":88,"y":388,"width":862,"height":12}},{"id":"af14ec1d-4ca3-44df-b944-7fc9a3887248","block_type":"box","text":"opportunities to deliver durable, risk-adjusted financial returns. Portfolio managers and stewardship specialists may engage","page_number":94,"box":{"x":89,"y":403,"width":864,"height":12}},{"id":"eba24490-dff4-4b35-adfe-e5ea2ededcbf","block_type":"box","text":"jointly or independently on material corporate governance matters. Our discussions focus on topics relevant to a company’s","page_number":94,"box":{"x":88,"y":418,"width":869,"height":12}},{"id":"7126451b-5393-4619-b911-741a08f4c085","block_type":"box","text":"success over time, including governance and leadership, corporate strategy, capital structure and financial performance,","page_number":94,"box":{"x":89,"y":433,"width":840,"height":13}},{"id":"ead3cf77-2dc2-4308-83c0-2167e119a6a4","block_type":"box","text":"operations and material sustainability-related risks, as well as macro-economic, geopolitical and sector dynamics. We aim to","page_number":94,"box":{"x":89,"y":448,"width":871,"height":13}},{"id":"79820ce1-3a9e-4dd0-9e7e-826fa55c8163","block_type":"box","text":"be constructive investors and are generally supportive of management teams that have a track record of financial value","page_number":94,"box":{"x":89,"y":463,"width":833,"height":13}},{"id":"91ab1880-d191-4c2f-8904-b6b77711f3ac","block_type":"box","text":"creation. We aim to build and maintain strong relationships with company leadership based on open dialogue and mutual","page_number":94,"box":{"x":89,"y":479,"width":851,"height":12}},{"id":"7ce134dc-67e3-456c-b9ff-f18326ee12df","block_type":"box","text":"respect.","page_number":94,"box":{"x":89,"y":495,"width":53,"height":11}},{"id":"21210a6a-321a-42e3-8d0d-555742654edd","block_type":"box","text":"Different active equity strategies may implement these voting guidelines differently, as a result of the latitude each portfolio","page_number":94,"box":{"x":89,"y":520,"width":860,"height":12}},{"id":"c4b4d62b-3c28-4a5b-8b21-1419cb1e7b3c","block_type":"box","text":"manager has to make independent voting decisions on their holdings. For example, BAIS will generally vote the holdings in","page_number":94,"box":{"x":89,"y":535,"width":858,"height":13}},{"id":"b8d22423-8ab7-4ea0-ae8f-cbd452ad9c22","block_type":"box","text":"Systematic Active Equity portfolios in accordance with these guidelines. We provide voting recommendations to fundamental","page_number":94,"box":{"x":88,"y":550,"width":877,"height":13}},{"id":"e349c4a8-1468-48d8-a2b3-ff7072a554e9","block_type":"box","text":"equity portfolio managers, who may determine to vote differently based on each portfolio’s investment objectives and","page_number":94,"box":{"x":89,"y":565,"width":823,"height":13}},{"id":"8ac6eaa1-fcc3-4418-b75f-6dcce2153118","block_type":"box","text":"strategy.","page_number":94,"box":{"x":89,"y":582,"width":58,"height":11}},{"id":"a9226912-8f72-41f8-b99a-b02c8ca63097","block_type":"box","text":"These guidelines discuss BAIS’ views on corporate governance topics on which we may engage with management teams","page_number":94,"box":{"x":88,"y":607,"width":850,"height":12}},{"id":"c5df06e4-127c-40bd-9d93-5524726b4e13","block_type":"box","text":"and board directors","page_number":94,"box":{"x":89,"y":622,"width":136,"height":10}},{"id":"84f017b6-8351-4a2c-8604-12a7cff400c9","block_type":"box","text":"(4)","page_number":94,"box":{"x":226,"y":620,"width":14,"height":8}},{"id":"a85ebf3e-e0bc-430f-90be-84dcb3661c22","block_type":"box","text":"and on matters that routinely come to a shareholder vote. We recognize that accepted corporate","page_number":94,"box":{"x":246,"y":622,"width":675,"height":12}},{"id":"081d230e-b592-4efa-a176-018e28cb0eb7","block_type":"box","text":"governance norms can differ across markets, and believe these guidelines represent globally applicable elements of","page_number":94,"box":{"x":89,"y":637,"width":807,"height":13}},{"id":"0cbc0f3b-309b-4ed7-b80c-783b04b693c9","block_type":"box","text":"governance that support a company’s ability to manage material risks and opportunities and deliver financial returns to","page_number":94,"box":{"x":89,"y":652,"width":835,"height":13}},{"id":"eff2e7c4-5023-4fe1-ada1-51c6771ef668","block_type":"box","text":"investors. Generally, we believe companies should observe accepted corporate governance norms within their local markets","page_number":94,"box":{"x":89,"y":668,"width":865,"height":12}},{"id":"18611e78-4569-40a8-b3d3-bdad1648bc76","block_type":"box","text":"or, particularly in markets without well-established norms, aspire to widely recognized international best practices. As one of","page_number":94,"box":{"x":89,"y":683,"width":872,"height":12}},{"id":"f952f330-3f1a-46fc-8c07-be0194f2d076","block_type":"box","text":"many minority shareholders, BlackRock cannot – and does not try to – direct a company’s strategy or its implementation. We","page_number":94,"box":{"x":89,"y":698,"width":874,"height":12}},{"id":"db57aeb7-ec65-40a9-9063-312e2683f523","block_type":"box","text":"look to companies to provide disclosures that explain how their approach to corporate governance best aligns with the","page_number":94,"box":{"x":89,"y":713,"width":832,"height":12}},{"id":"4d144dc9-f9b6-437b-9b44-b9705add73a5","block_type":"box","text":"financial interests of their investors.","page_number":94,"box":{"x":88,"y":728,"width":248,"height":10}},{"id":"7b131ab0-8d69-4c43-9b66-eafa03a5322a","block_type":"box","text":"(3) On February 11, 2025, the U.S. Securities and Exchange Commission (SEC) staff issued updated guidance for shareholders to maintain their eligibi","page_number":94,"box":{"x":89,"y":816,"width":848,"height":9}},{"id":"77ef670a-e977-4ed0-9510-ee0feb208d3d","block_type":"box","text":"lity","page_number":94,"box":{"x":939,"y":816,"width":16,"height":9}},{"id":"472585f7-3553-47c3-97bb-e1243bdba380","block_type":"box","text":"to report their beneficial ownership under Schedule 13G of the Exchange Act. We comply fully with these requirements and do not engage with portfo","page_number":94,"box":{"x":121,"y":828,"width":846,"height":10}},{"id":"e0c60ceb-4409-4b3e-b1fd-5c2e3b86da12","block_type":"box","text":"lio companies for the purpose, or with the effect, of changing or influencing control of the company.","page_number":94,"box":{"x":121,"y":841,"width":560,"height":10}},{"id":"f1ac5029-c777-4813-bc99-3885dc3d45ce","block_type":"box","text":"(4) References to the board, board directors or non-executive directors should be understood to include supervisory boards and their members, where","page_number":94,"box":{"x":89,"y":856,"width":854,"height":10}},{"id":"3c569205-a710-4599-9c91-ac2db3bed565","block_type":"box","text":"relevant.","page_number":94,"box":{"x":121,"y":868,"width":47,"height":8}},{"id":"150519ee-07ca-4ede-81fd-21fedd06d705","block_type":"box","text":"A-5","page_number":94,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"e9c5fc39-04fc-4a67-a9a5-7f66c04097e9","block_type":"box","text":"Our approach to stewardship within active equities","page_number":95,"box":{"x":89,"y":44,"width":368,"height":12}},{"id":"8870fa41-79f1-401d-b064-cd8c993cfe82","block_type":"box","text":"Voting at a company’s shareholder meeting is a right of share ownership and a core principle of corporate governance. The","page_number":95,"box":{"x":88,"y":70,"width":862,"height":13}},{"id":"d05ae14a-60e0-4e21-abb9-7965527a740f","block_type":"box","text":"voting rights attached to clients’ holdings are an important mechanism for investors to express support for, or concern about,","page_number":95,"box":{"x":88,"y":85,"width":880,"height":13}},{"id":"9fd65d72-ce14-4d07-89de-28964a01f4f0","block_type":"box","text":"a company’s performance. As a fiduciary, BlackRock is legally required to make proxy voting determinations, on behalf of","page_number":95,"box":{"x":89,"y":101,"width":846,"height":12}},{"id":"d7178aca-91a6-40c4-8de2-c199adfb0672","block_type":"box","text":"clients who have delegated voting authority to us, in a manner consistent with BlackRock’s contractual arrangements with","page_number":95,"box":{"x":89,"y":116,"width":857,"height":12}},{"id":"b779e965-6312-498d-b1e2-f0196ba139b5","block_type":"box","text":"clients and funds.","page_number":95,"box":{"x":89,"y":131,"width":122,"height":10}},{"id":"0ee66435-52c5-44d6-8b97-b310f8a1ca77","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":95,"box":{"x":89,"y":157,"width":876,"height":13}},{"id":"79e426a9-8fe3-4e5e-9b79-e972463502cf","block_type":"box","text":"vote against management recommendations when we have concerns about how companies are serving the financial","page_number":95,"box":{"x":88,"y":172,"width":821,"height":13}},{"id":"66bb5723-a1ee-4100-8ecb-f76e90e0ce48","block_type":"box","text":"interests of our clients as their shareholders. BAIS takes a globally consistent approach to voting but considers the different","page_number":95,"box":{"x":89,"y":188,"width":861,"height":12}},{"id":"e9357995-3cfa-40f6-b9c3-ce2d93d8a3d0","block_type":"box","text":"corporate governance regulations and norms across markets. Votes are determined on a case-by-case basis, in the context of","page_number":95,"box":{"x":89,"y":203,"width":879,"height":12}},{"id":"9fd60cc6-ce1f-4985-bd81-7579bea83568","block_type":"box","text":"a company’s situation and the investment mandate we have from clients. Please see page 19 for more information about","page_number":95,"box":{"x":89,"y":218,"width":845,"height":12}},{"id":"f3134c63-8d99-4cd2-a956-64f1224a23b2","block_type":"box","text":"how we fulfill and oversee our investment stewardship responsibilities for BlackRock’s non-index equity strategies.","page_number":95,"box":{"x":89,"y":233,"width":799,"height":12}},{"id":"effb5308-1a6c-402b-bde1-20edeae87ac6","block_type":"box","text":"(5)","page_number":95,"box":{"x":889,"y":231,"width":15,"height":8}},{"id":"5bd17523-f727-4843-b608-1b77f20beb41","block_type":"box","text":"Our approach to stewardship within fixed income","page_number":95,"box":{"x":89,"y":259,"width":358,"height":13}},{"id":"2f1b29e6-1a06-4dd0-8983-e46fc3851e5b","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":95,"box":{"x":88,"y":286,"width":880,"height":12}},{"id":"6a6b133a-2de7-4e3c-b2d1-43463b3c6aee","block_type":"box","text":"fixed income investment strategies at BlackRock, particularly for those with sustainability objectives in addition to financial","page_number":95,"box":{"x":88,"y":301,"width":857,"height":12}},{"id":"f95d22ae-10bf-4ce3-b54d-2c3d7f4596f1","block_type":"box","text":"objectives. Most corporate governance-related fixed income engagements are undertaken in conjunction with the active","page_number":95,"box":{"x":89,"y":316,"width":843,"height":12}},{"id":"49947299-5898-4ccc-b8e4-e644027547c2","block_type":"box","text":"investment stewardship team, and often active equity investors. In addition to the topics listed below, engagement with fixed","page_number":95,"box":{"x":89,"y":331,"width":873,"height":12}},{"id":"b43d6437-c449-40a0-a44a-256b5440e800","block_type":"box","text":"income investment teams may help inform an issuer’s approach to structuring specialist issuances and the standard terms","page_number":95,"box":{"x":89,"y":346,"width":858,"height":13}},{"id":"8132be04-7cd0-43c0-a38c-252e6c091ba1","block_type":"box","text":"and information in bond documentation.","page_number":95,"box":{"x":89,"y":361,"width":285,"height":10}},{"id":"6cdb3c3d-c923-4a4f-bdde-d168d12190da","block_type":"box","text":"Boards of Directors","page_number":95,"box":{"x":89,"y":388,"width":138,"height":10}},{"id":"61b2ab52-fc79-4f9b-b45b-442fae06b5c2","block_type":"box","text":"Roles and responsibilities","page_number":95,"box":{"x":106,"y":414,"width":181,"height":13}},{"id":"a450b515-f7f2-408c-847a-909d9c43aa4f","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":95,"box":{"x":88,"y":441,"width":852,"height":12}},{"id":"07786f0a-d94f-47a8-8d52-1492336c9a2d","block_type":"box","text":"able to advise and supervise management in an independent and objective manner.","page_number":95,"box":{"x":89,"y":456,"width":584,"height":12}},{"id":"938d7f2f-6505-4127-a61f-b85e293a7e1b","block_type":"box","text":"(6)","page_number":95,"box":{"x":675,"y":454,"width":14,"height":8}},{"id":"00398473-ffd3-4caf-a532-fef659a54173","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":95,"box":{"x":88,"y":482,"width":856,"height":13}},{"id":"21dca8d2-6e5d-4d75-a4bc-a6a8e5f95893","block_type":"box","text":"company’s strategy, purpose and culture. These constructs are interdependent and, when aligned, can better position a","page_number":95,"box":{"x":89,"y":497,"width":835,"height":13}},{"id":"28ad60ec-1a45-4049-b0f3-7112eb1d0b27","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":95,"box":{"x":89,"y":513,"width":833,"height":12}},{"id":"fed5210b-91d3-4219-b9d7-39e33a221d1a","block_type":"box","text":"misconduct, and attract and retain the caliber of workers necessary to deliver financial performance over time.","page_number":95,"box":{"x":89,"y":528,"width":772,"height":12}},{"id":"c1235d67-76d9-44dd-9b0b-d46fe4f99ba2","block_type":"box","text":"In overseeing the management of the company, the board ensures the necessary resources, policies and procedures are in","page_number":95,"box":{"x":89,"y":554,"width":853,"height":12}},{"id":"7b299880-bae0-4d47-bb40-0c7014a15424","block_type":"box","text":"place to help management meet its strategic objectives within an agreed risk tolerance.","page_number":95,"box":{"x":89,"y":569,"width":610,"height":13}},{"id":"c163f05c-9e58-41b2-8260-230f5a419185","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":95,"box":{"x":89,"y":596,"width":848,"height":12}},{"id":"2c06617d-87f6-43da-a3eb-5ffb5421fe86","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":95,"box":{"x":89,"y":611,"width":862,"height":12}},{"id":"2dfd2efc-cb4a-4ec7-9234-7ad0609fadff","block_type":"box","text":"determining executive compensation, ensuring a rigorous audit, overseeing strategy execution and risk management and","page_number":95,"box":{"x":89,"y":626,"width":850,"height":12}},{"id":"a2e4c5ef-ab29-4f4d-8139-60fe50942754","block_type":"box","text":"engaging with shareholders, and other stakeholders, as necessary.","page_number":95,"box":{"x":89,"y":641,"width":463,"height":12}},{"id":"08bfb5fa-f9ed-4c60-a318-c370b24eb46f","block_type":"box","text":"Composition and effectiveness","page_number":95,"box":{"x":89,"y":668,"width":221,"height":12}},{"id":"22e7e16d-4742-4e27-8fd9-68f20c84cbf0","block_type":"box","text":"Appointment process","page_number":95,"box":{"x":104,"y":694,"width":156,"height":12}},{"id":"6cc62bef-cc7f-4679-9b04-bcbf8950a1cd","block_type":"box","text":"A formal and transparent process for identifying and appointing director candidates is critical to ensuring the board is","page_number":95,"box":{"x":88,"y":720,"width":823,"height":13}},{"id":"14de3f13-0bbb-4ace-a2bc-cded26cb4ee4","block_type":"box","text":"composed of directors with the appropriate mix of skills and experience. Generally, the board or a sub-committee determines","page_number":95,"box":{"x":89,"y":736,"width":876,"height":12}},{"id":"7ecc7fb8-b5f5-4c22-8486-be49c33fdac2","block_type":"box","text":"the general criteria given the company’s circumstances (e.g., sector, maturity, geographic footprint) and any additional","page_number":95,"box":{"x":88,"y":751,"width":829,"height":12}},{"id":"ac66996a-b823-4fd7-bf68-9e6b1910f6e9","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":95,"box":{"x":89,"y":766,"width":850,"height":12}},{"id":"ee1a7769-94da-43c8-8cae-0bbad3810353","block_type":"box","text":"companies to review the skills and experience of incumbent directors to identify any gaps and whether the skills and","page_number":95,"box":{"x":89,"y":781,"width":815,"height":12}},{"id":"ef61d7f6-eb04-4360-8cd0-0ef940dc8808","block_type":"box","text":"(5) Non-index equity strategies include active equity holdings in BlackRock’s fundamental equity, systematic equity and multi-asset solutions st","page_number":95,"box":{"x":89,"y":816,"width":816,"height":9}},{"id":"38e606b5-16d4-473e-9109-b5f616e52bbf","block_type":"box","text":"rategies, as","page_number":95,"box":{"x":906,"y":816,"width":61,"height":9}},{"id":"706c6155-031a-42f8-a99d-670614c3e96b","block_type":"box","text":"well as holdings in BlackRock’s index and active fixed income strategies, to the extent those strategies hold voting securities or conduct issuer eng","page_number":95,"box":{"x":121,"y":828,"width":818,"height":10}},{"id":"867231d3-e687-4754-9af8-c8d7d8b3aaf6","block_type":"box","text":"age","page_number":95,"box":{"x":941,"y":831,"width":24,"height":7}},{"id":"68917dd4-1676-4fa7-b185-9009cb671026","block_type":"box","text":"ments.","page_number":95,"box":{"x":121,"y":842,"width":37,"height":7}},{"id":"6b558ea7-48db-4bf9-9752-9d98212b9481","block_type":"box","text":"(6) See the Corporate Governance Codes of Germany, Japan, and the UK, as well as the corporate governance principles of the US Business Roundtable as","page_number":95,"box":{"x":89,"y":856,"width":871,"height":10}},{"id":"065df7a7-63bd-44f2-9602-5712bb1d1773","block_type":"box","text":"examples.","page_number":95,"box":{"x":121,"y":868,"width":55,"height":10}},{"id":"3f05d5a2-654a-48be-8399-af69bee2b37e","block_type":"box","text":"A-6","page_number":95,"box":{"x":515,"y":894,"width":26,"height":9}},{"id":"ad985321-d767-4fea-a9ec-518a755b1b48","block_type":"box","text":"experience of a director candidate would be additive. We welcome disclosures that explain how the board considered","page_number":96,"box":{"x":89,"y":44,"width":820,"height":12}},{"id":"ee5c11bc-e5bf-4d96-b83f-1af6ee55c082","block_type":"box","text":"different skills and experience to ensure that the directors collectively can be effective in fulfilling their responsibilities. We","page_number":96,"box":{"x":89,"y":59,"width":848,"height":12}},{"id":"a123a8cf-dd43-4c4c-b0f6-69fc3740c3b6","block_type":"box","text":"assess a company’s board composition against that of its peer group and local market requirements.","page_number":96,"box":{"x":89,"y":74,"width":703,"height":12}},{"id":"e74d4310-4b59-49c8-95ce-3ea4b1688c45","block_type":"box","text":"Shareholders periodically vote to elect directors to serve on the board. We do not prescribe any particular board composition","page_number":96,"box":{"x":88,"y":101,"width":871,"height":12}},{"id":"fe7de520-b1c5-4984-99dd-dd3c28c14aa0","block_type":"box","text":"in our engagements or voting but seek to understand how well placed a board is to act in investors’ interests. We may vote","page_number":96,"box":{"x":89,"y":116,"width":858,"height":12}},{"id":"4c526ad3-0be9-4bab-82cf-709db159b3c9","block_type":"box","text":"against the election of the most senior independent director, or the chair of the relevant committee, where a company has","page_number":96,"box":{"x":89,"y":131,"width":854,"height":12}},{"id":"3a657495-8055-4427-9581-05091b506a41","block_type":"box","text":"not demonstrated it has an appointment process that results in a high functioning board with the appropriate complement","page_number":96,"box":{"x":89,"y":146,"width":861,"height":12}},{"id":"64b71565-c1ff-499b-a2f1-dc9b215f68da","block_type":"box","text":"of skills and experience amongst the directors to support strong financial performance over time. We may vote against newly","page_number":96,"box":{"x":89,"y":161,"width":876,"height":12}},{"id":"6e9c94b9-91d6-45e9-b5b2-15531160a086","block_type":"box","text":"nominated directors who do not seem to have the appropriate skills or experience to contribute to the board’s effectiveness.","page_number":96,"box":{"x":89,"y":176,"width":868,"height":13}},{"id":"e9ff7c74-0c9c-4afe-af0a-2ea0e6e582d5","block_type":"box","text":"Independence","page_number":96,"box":{"x":106,"y":203,"width":101,"height":12}},{"id":"311a499d-dfcd-4a3d-81d3-f41e90198450","block_type":"box","text":"Director independence from management, significant shareholders or other stakeholders (e.g., government or employees) is","page_number":96,"box":{"x":89,"y":229,"width":871,"height":12}},{"id":"d9a67dfa-c100-4924-ab89-93cf70c375ee","block_type":"box","text":"of paramount importance to the protection of the interests of minority shareholders such as BlackRock’s clients. We consider","page_number":96,"box":{"x":89,"y":244,"width":876,"height":13}},{"id":"3570b4de-d1ad-4c50-b768-20dd726a69a0","block_type":"box","text":"it good practice for at least half the directors to be independent and free from conflicts of interest or undue influence.","page_number":96,"box":{"x":89,"y":259,"width":821,"height":13}},{"id":"4edd7190-fec0-4cc4-8ea5-6a0ca2d89580","block_type":"box","text":"(7)","page_number":96,"box":{"x":911,"y":257,"width":14,"height":8}},{"id":"2824cbec-6949-4c9a-b3ca-13c3a8aa3d26","block_type":"box","text":"This","page_number":96,"box":{"x":930,"y":259,"width":29,"height":10}},{"id":"835729ff-f5f0-4dce-97d1-ec44a534bbc2","block_type":"box","text":"also helps to ensure that board committees are composed of a sufficient number of independent directors. Companies","page_number":96,"box":{"x":89,"y":274,"width":830,"height":13}},{"id":"449618fb-9eae-42ba-8414-79a72be5b767","block_type":"box","text":"domiciled in markets with a higher threshold for board independence should meet those local requirements.","page_number":96,"box":{"x":89,"y":290,"width":757,"height":12}},{"id":"1f9a0fe7-4482-4244-9b21-be0ae9b02ddb","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":96,"box":{"x":88,"y":316,"width":789,"height":12}},{"id":"1188de23-ce26-4409-b62d-3b970d1962f1","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":96,"box":{"x":89,"y":331,"width":867,"height":12}},{"id":"3599eef5-736c-410b-95f3-8836f8ca4743","block_type":"box","text":"is a perennial issue.","page_number":96,"box":{"x":89,"y":346,"width":134,"height":13}},{"id":"ba34b09b-8c27-425b-8b89-3d240e51c2dc","block_type":"box","text":"Independent board leadership","page_number":96,"box":{"x":106,"y":373,"width":216,"height":12}},{"id":"137105ca-3d5d-4344-90c8-851c36ce543c","block_type":"box","text":"Practices across markets differ, as do board structures, but we observe two main approaches to independent board","page_number":96,"box":{"x":89,"y":399,"width":804,"height":13}},{"id":"32e45400-7757-4331-be41-cf298c7b3f80","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":96,"box":{"x":89,"y":414,"width":856,"height":13}},{"id":"d175c492-591f-45d2-a1af-9d04a321f2af","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":96,"box":{"x":89,"y":429,"width":853,"height":13}},{"id":"29fd38e6-be78-4e5e-8535-5d8d25ae34d3","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":96,"box":{"x":89,"y":445,"width":851,"height":12}},{"id":"e9759f6b-669b-4008-8a36-caeff9f16bb7","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":96,"box":{"x":88,"y":460,"width":858,"height":12}},{"id":"22200830-d94b-4b26-b33b-f5156a39de40","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":96,"box":{"x":89,"y":475,"width":819,"height":12}},{"id":"9f8632be-310a-4a44-a339-8057370df722","block_type":"box","text":"available to investors to discuss governance matters such as CEO succession, executive pay, and board performance. We look","page_number":96,"box":{"x":89,"y":490,"width":876,"height":12}},{"id":"89b2333b-18ab-4b61-af70-a9fd73e8a1e8","block_type":"box","text":"to boards to explain their board leadership model and how it serves the interests of shareholders.","page_number":96,"box":{"x":88,"y":505,"width":679,"height":12}},{"id":"0df86b51-ad41-4a0e-a463-b8600d4c6dbb","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":96,"box":{"x":88,"y":531,"width":873,"height":13}},{"id":"aeb78c48-b494-452c-a4ab-0dc0c865c33b","block_type":"box","text":"independent leader of the board with clear responsibilities for board performance. We may vote against the most senior","page_number":96,"box":{"x":89,"y":547,"width":837,"height":12}},{"id":"2abfc988-9a48-46aa-9b0d-a4c68f9436a5","block_type":"box","text":"independent director if the board has a policy of not engaging with shareholders.","page_number":96,"box":{"x":89,"y":562,"width":566,"height":12}},{"id":"75965478-6c2f-4f60-b442-6c18693f2c72","block_type":"box","text":"Tenure and succession","page_number":96,"box":{"x":104,"y":588,"width":165,"height":10}},{"id":"08c64f0d-8a5e-407d-a9ad-b11e77bed795","block_type":"box","text":"In our view, it is good practice for boards to establish the length of time a director would normally be expected to serve, in","page_number":96,"box":{"x":89,"y":615,"width":852,"height":12}},{"id":"e9184ef3-ac6a-4f8f-a79b-aa73895a6edd","block_type":"box","text":"line with market norms where those exist. We find it helpful when companies disclose their approach to director tenure","page_number":96,"box":{"x":89,"y":630,"width":834,"height":12}},{"id":"27119b81-8c58-4440-b519-98056471a772","block_type":"box","text":"particularly around the contributions of directors who have served for longer periods than typically provided for under local","page_number":96,"box":{"x":89,"y":645,"width":861,"height":12}},{"id":"88ef3271-9983-458b-9a63-8ed9cb226b93","block_type":"box","text":"practice. In our experience, long-serving directors could become less independent given their long-term relationship with","page_number":96,"box":{"x":89,"y":660,"width":848,"height":12}},{"id":"3aa4cad0-1cc0-4810-8328-77504535c760","block_type":"box","text":"management and involvement in past board decisions.","page_number":96,"box":{"x":89,"y":675,"width":382,"height":12}},{"id":"6e8e2067-21ad-47ae-a818-3baf68faeb28","block_type":"box","text":"Succession planning for board roles helps achieve the appropriate cadence of turnover that balances renewal through the","page_number":96,"box":{"x":88,"y":702,"width":851,"height":12}},{"id":"70e8c2b0-26d1-4d67-8ea9-88b587fbb9e4","block_type":"box","text":"regular introduction of directors with fresh perspectives and expertise with continuity through the retention of directors with","page_number":96,"box":{"x":89,"y":717,"width":872,"height":12}},{"id":"c80920f0-d709-4f4a-8b9d-f7e36bdf5c46","block_type":"box","text":"long-term knowledge of the board and company.","page_number":96,"box":{"x":89,"y":732,"width":343,"height":12}},{"id":"64193279-bc14-4aea-a751-603f2749ece2","block_type":"box","text":"In markets where there is not specific director tenure guidance from regulation or corporate governance best practices, we","page_number":96,"box":{"x":89,"y":758,"width":859,"height":13}},{"id":"b825158a-ad2e-44d0-8377-2fd91c475d23","block_type":"box","text":"may vote against the election of the chair of the committee responsible for board composition if a company does not clearly","page_number":96,"box":{"x":89,"y":773,"width":869,"height":13}},{"id":"387ab732-c5f9-4dc1-8b7d-7cb92026b85c","block_type":"box","text":"disclose its approach to director tenure and board renewal. We may vote against the election of directors who have served for","page_number":96,"box":{"x":89,"y":788,"width":878,"height":13}},{"id":"dada8c63-e523-48ab-97ce-0deb98cd4092","block_type":"box","text":"more years than is typical in markets with specific guidance, where the case for their continued service is not evident.","page_number":96,"box":{"x":89,"y":804,"width":821,"height":12}},{"id":"c3e4e54c-55c2-4a6b-afa6-0ba3731aca01","block_type":"box","text":"(7) Common impediments to independence may include but are not limited to: current or recent employment at the company or a subsidiary; being, or","page_number":96,"box":{"x":89,"y":831,"width":860,"height":10}},{"id":"1821160c-54d7-4476-b5cf-494b47c55d12","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":96,"box":{"x":121,"y":843,"width":809,"height":10}},{"id":"d9fa31a9-1977-4c2d-b47a-23b5b1552dd5","block_type":"box","text":"rest,","page_number":96,"box":{"x":931,"y":844,"width":23,"height":8}},{"id":"36b2819f-bdb9-4e86-b0ee-fcc68c051481","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":96,"box":{"x":121,"y":856,"width":800,"height":10}},{"id":"61e7f847-29bb-4569-94be-9b7fd2d52a3b","block_type":"box","text":"terests","page_number":96,"box":{"x":922,"y":857,"width":37,"height":7}},{"id":"cca69ec9-f95f-4032-98f1-203575c1a896","block_type":"box","text":"of the company and shareholders.","page_number":96,"box":{"x":121,"y":868,"width":190,"height":10}},{"id":"dde042e0-b897-4fda-a035-0eacdfa6c13e","block_type":"box","text":"A-7","page_number":96,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"b9643464-e062-4584-9ffa-71c5d0cddedf","block_type":"box","text":"Capacity","page_number":97,"box":{"x":105,"y":44,"width":62,"height":12}},{"id":"200ed69d-cced-4596-8709-4ee423f6ed9d","block_type":"box","text":"To be effective and engaged, directors need to have the time and energy to commit to the role. In our view, an effective board","page_number":97,"box":{"x":88,"y":70,"width":876,"height":13}},{"id":"12bc7a77-6f91-4d5e-a050-c67d4a3df31c","block_type":"box","text":"will assess the ability of its members to maintain an appropriate focus on board matters and the company taking into","page_number":97,"box":{"x":88,"y":85,"width":821,"height":13}},{"id":"fc712135-761a-4896-be05-8508febabcac","block_type":"box","text":"consideration competing responsibilities. We recognize that board leadership roles vary across markets in responsibilities and","page_number":97,"box":{"x":89,"y":101,"width":875,"height":12}},{"id":"649cdc9f-d26b-4bcf-bda2-7acda361f057","block_type":"box","text":"required time commitment but note that they are generally more intensive than a standard directorship. We will take local","page_number":97,"box":{"x":89,"y":116,"width":851,"height":12}},{"id":"b86cb762-1048-4a3c-9582-2a89ed933141","block_type":"box","text":"norms and practices into consideration when making our voting determinations across markets.","page_number":97,"box":{"x":89,"y":131,"width":675,"height":12}},{"id":"73c7eec9-23b1-4e41-9af8-a985f11f6bec","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":97,"box":{"x":88,"y":157,"width":859,"height":13}},{"id":"7d33ba75-918b-434a-9500-6b9a31630ec6","block_type":"box","text":"the board and company.","page_number":97,"box":{"x":88,"y":172,"width":169,"height":13}},{"id":"bdd2659c-d598-4f4a-a013-d6043b3c090b","block_type":"box","text":"Director elections","page_number":97,"box":{"x":106,"y":199,"width":126,"height":10}},{"id":"26392adb-148b-497d-876d-d433c6d80fd5","block_type":"box","text":"Regular election of directors, ideally annually, supports director accountability to shareholders. A classified board structure","page_number":97,"box":{"x":89,"y":225,"width":856,"height":13}},{"id":"a6f2c245-cf13-4aee-b0ef-697ea44f0fa3","block_type":"box","text":"(8)","page_number":97,"box":{"x":946,"y":223,"width":14,"height":8}},{"id":"4285bb5a-5683-4154-9975-36dfa60fb39d","block_type":"box","text":"may be justified by a company when it needs consistency and stability during a time of transition, or on the basis of its","page_number":97,"box":{"x":89,"y":240,"width":827,"height":13}},{"id":"e254ceaf-a15d-4432-8db7-c92c884bbb4f","block_type":"box","text":"business model (e.g., a non-operating company such as closed-end funds).","page_number":97,"box":{"x":89,"y":256,"width":526,"height":12}},{"id":"bd934e9d-5586-43fe-b241-44e3094d96ce","block_type":"box","text":"Shareholders should have the opportunity to evaluate nominated directors individually rather than in bundled slates. We look","page_number":97,"box":{"x":88,"y":282,"width":876,"height":12}},{"id":"2ea82d84-7b02-4cb1-80f0-02dfdde7e22c","block_type":"box","text":"to companies to provide sufficient information on each director standing for election so that shareholders can assess their","page_number":97,"box":{"x":88,"y":297,"width":856,"height":12}},{"id":"5295bf68-2bff-4cea-9f8d-abe7a95561af","block_type":"box","text":"capabilities and suitability. We will generally not support the election of directors whose names and biographical details have","page_number":97,"box":{"x":89,"y":312,"width":871,"height":13}},{"id":"9c3210b7-38e3-488d-942a-73b46584484e","block_type":"box","text":"not been disclosed sufficiently in advance of the shareholder meeting.","page_number":97,"box":{"x":89,"y":327,"width":488,"height":13}},{"id":"c30926a5-7059-40e3-8039-cb3e1d002d83","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":97,"box":{"x":89,"y":354,"width":817,"height":12}},{"id":"8f20cb8d-34ff-440b-ab52-08d48667e2d6","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":97,"box":{"x":89,"y":369,"width":858,"height":12}},{"id":"d98ba703-3bad-4e1c-bcbc-aab303cc54ac","block_type":"box","text":"best serves investors’ interests.","page_number":97,"box":{"x":89,"y":384,"width":215,"height":10}},{"id":"67208490-5401-4caa-8aa2-ef087048bac5","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":97,"box":{"x":88,"y":410,"width":846,"height":13}},{"id":"9aca388f-c951-4cfc-9894-1afe5d6c85a5","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":97,"box":{"x":89,"y":426,"width":849,"height":12}},{"id":"b712af67-3cfa-4518-9c9c-0f7b62d9334e","block_type":"box","text":"slate if we have concerns about the profile or performance of an individual director.","page_number":97,"box":{"x":89,"y":441,"width":581,"height":12}},{"id":"a9a14fef-9cfc-44c4-aea4-1f76b436e456","block_type":"box","text":"Committees","page_number":97,"box":{"x":105,"y":468,"width":86,"height":9}},{"id":"9343082a-cf99-4fb9-87b4-e84779133de0","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":97,"box":{"x":89,"y":494,"width":859,"height":12}},{"id":"d478c33a-ccb8-4fb1-af6a-3a84de2e1095","block_type":"box","text":"human capital, and executive compensation, amongst other matters. We do not prescribe to companies what committees","page_number":97,"box":{"x":89,"y":509,"width":855,"height":12}},{"id":"e098d5c4-c955-47d3-b079-575048ad704d","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":97,"box":{"x":88,"y":524,"width":802,"height":12}},{"id":"867adecf-f120-484e-a9cf-28989465aec6","block_type":"box","text":"appropriate. We note that, in some markets, regulation requires such committees. The responsibilities of each committee","page_number":97,"box":{"x":89,"y":539,"width":847,"height":12}},{"id":"4608907e-e736-471b-ab89-d8f03085932c","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":97,"box":{"x":89,"y":554,"width":840,"height":12}},{"id":"b5cb6120-3c8b-40d5-9a4c-26addcce72bd","block_type":"box","text":"committees. It is helpful to investor understanding when the board discloses the structure, membership, proportion of","page_number":97,"box":{"x":89,"y":569,"width":829,"height":13}},{"id":"40ff3e1d-d363-4882-9108-caeee40d1b28","block_type":"box","text":"independent directors, and responsibilities of each committee. The responsibilities we typically see assigned to the three","page_number":97,"box":{"x":89,"y":584,"width":841,"height":13}},{"id":"25683e9c-2973-46de-8e72-31482d93d55d","block_type":"box","text":"most common committees include:","page_number":97,"box":{"x":89,"y":599,"width":249,"height":10}},{"id":"7f431d57-4e37-4bfa-9cd9-099462e7c051","block_type":"box","text":"• Audit and risk – oversight responsibilities for the integrity of financial reporting, risk management and compliance","page_number":97,"box":{"x":121,"y":620,"width":830,"height":12}},{"id":"1786383a-da4f-4c7f-b28b-a000f5ff158b","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":97,"box":{"x":153,"y":635,"width":807,"height":12}},{"id":"620c856c-81f5-460e-bddb-7a946215296b","block_type":"box","text":"whistleblowing mechanisms.","page_number":97,"box":{"x":153,"y":650,"width":203,"height":12}},{"id":"c0bef5f4-2f7a-4443-a9e0-dde1e85e71d7","block_type":"box","text":"• Nominating, governance and human capital – oversight responsibilities for corporate governance principles and","page_number":97,"box":{"x":121,"y":670,"width":815,"height":12}},{"id":"81be01dd-ef32-4552-9018-a40585586b2c","block_type":"box","text":"practices of the company, including the periodic review of board performance; responsibility for succession","page_number":97,"box":{"x":154,"y":685,"width":748,"height":12}},{"id":"d4a3288a-7594-4226-bc73-8eb4edac3253","block_type":"box","text":"planning for CEO and key board roles, as well as the director appointment process; may also have oversight","page_number":97,"box":{"x":154,"y":700,"width":750,"height":13}},{"id":"6202d32f-415e-4d29-89a6-86377e8d0a81","block_type":"box","text":"responsibilities for human capital management strategies, including corporate culture and purpose.","page_number":97,"box":{"x":154,"y":715,"width":697,"height":13}},{"id":"06eaeb60-bf89-4dec-92e3-ab003a57f604","block_type":"box","text":"• Executive compensation – determines the compensation policies and programs for the CEO and other executive","page_number":97,"box":{"x":121,"y":736,"width":817,"height":12}},{"id":"254b9458-ae5e-4a49-8cc9-da82802315e6","block_type":"box","text":"officers, approves annual awards and payments under the policies; may also have oversight responsibilities for firm","page_number":97,"box":{"x":154,"y":751,"width":808,"height":12}},{"id":"6df6fd69-c344-4c3a-a883-f75e067df0fa","block_type":"box","text":"wide compensation policies.","page_number":97,"box":{"x":153,"y":766,"width":199,"height":12}},{"id":"693faf6c-ad11-45d7-b2af-b3c4ebd2e565","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":97,"box":{"x":88,"y":792,"width":866,"height":13}},{"id":"daf5555d-3dec-4b25-85bd-e9c5ab631764","block_type":"box","text":"concerns about how a committee has undertaken its responsibilities. We may vote against the election of the most senior","page_number":97,"box":{"x":89,"y":807,"width":850,"height":13}},{"id":"9d6af053-4b7f-4c4c-a386-8935838c628b","block_type":"box","text":"non-executive director if there is not a clearly disclosed approach to board committees.","page_number":97,"box":{"x":89,"y":822,"width":609,"height":13}},{"id":"2878aea7-810e-4f2d-99fb-3f5dbeedc8d5","block_type":"box","text":"(8) A classified board divides the directors into classes with different overlapping terms. As a result, only one class of directors stands for electi","page_number":97,"box":{"x":89,"y":856,"width":809,"height":10}},{"id":"df33d74a-9bbf-498a-a478-56dcd3dc84d6","block_type":"box","text":"on in any","page_number":97,"box":{"x":899,"y":857,"width":51,"height":9}},{"id":"04f077cd-3646-46f8-a807-9dc55ecee05e","block_type":"box","text":"one year.","page_number":97,"box":{"x":121,"y":871,"width":49,"height":7}},{"id":"ae9628c3-cad3-4547-b56c-67a00445a6c6","block_type":"box","text":"A-8","page_number":97,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"6c99d1f0-7d43-44ce-9c17-699244ee2cb8","block_type":"box","text":"Board and director evaluation","page_number":98,"box":{"x":106,"y":44,"width":212,"height":10}},{"id":"a1ea0277-1f8f-4977-9b5a-6a2e16f1b7d7","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":98,"box":{"x":88,"y":70,"width":853,"height":13}},{"id":"1370325d-d01a-4415-8352-3b704572d095","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":98,"box":{"x":88,"y":85,"width":853,"height":13}},{"id":"dae45988-b5da-477b-b58f-09500068f866","block_type":"box","text":"objective perspectives to the board on governance and performance. We encourage companies to disclose their approach to","page_number":98,"box":{"x":89,"y":101,"width":871,"height":12}},{"id":"8a504d97-10a5-414a-9e7c-08a432f05d4a","block_type":"box","text":"and the objectives of evaluations, including any changes made to the board’s approach as a result.","page_number":98,"box":{"x":89,"y":116,"width":688,"height":12}},{"id":"cbde3327-e841-4b0d-bf05-dcddcd59d0ef","block_type":"box","text":"Access to independent advice","page_number":98,"box":{"x":104,"y":142,"width":216,"height":12}},{"id":"af834df9-c49f-413e-96f2-6654b0bd687a","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":98,"box":{"x":88,"y":169,"width":840,"height":12}},{"id":"08b23a81-a86b-461a-bb21-8d78fd9b3a41","block_type":"box","text":"independent advice. In certain circumstances, it may be helpful to boards to retain independent third parties to advise on","page_number":98,"box":{"x":89,"y":184,"width":845,"height":12}},{"id":"c93740d9-8d58-4c1e-bf22-8e8d1174056c","block_type":"box","text":"critical matters. These might include new industry developments such as emergent and disruptive technology, operating","page_number":98,"box":{"x":89,"y":199,"width":843,"height":12}},{"id":"ded39b65-7c35-4b0d-a399-50435fa491cc","block_type":"box","text":"events with material consequences for the company’s reputation and/or performance, or significant transactions. Board","page_number":98,"box":{"x":89,"y":214,"width":841,"height":12}},{"id":"adc749ed-5bbf-412f-b3e9-3e0f75039bf6","block_type":"box","text":"committees may similarly retain third parties to advise them on specialist matters such as audit, compensation and","page_number":98,"box":{"x":89,"y":229,"width":805,"height":12}},{"id":"420e9827-b414-4805-abe9-eb4fdabd8ecf","block_type":"box","text":"succession planning.","page_number":98,"box":{"x":89,"y":244,"width":145,"height":13}},{"id":"c7a63d55-d468-4378-bbf8-07f8e5af7524","block_type":"box","text":"Executive compensation","page_number":98,"box":{"x":89,"y":271,"width":174,"height":12}},{"id":"ef07cfe0-9016-4f58-8285-f15110e9f0c8","block_type":"box","text":"Boards play an important role in establishing compensation arrangements that enable the company to recruit, retain and","page_number":98,"box":{"x":89,"y":297,"width":845,"height":12}},{"id":"d5de986d-3f93-4107-a057-57b9975144fa","block_type":"box","text":"reward the caliber of executive management necessary to lead and operate the company to deliver superior financial returns","page_number":98,"box":{"x":89,"y":312,"width":871,"height":13}},{"id":"1a538f3a-9aa2-43fa-ba8b-26c20b03a8e2","block_type":"box","text":"over time. We focus on alignment between variable pay and a company’s financial performance.","page_number":98,"box":{"x":89,"y":327,"width":671,"height":13}},{"id":"6690cba1-9f78-4ef0-8b72-47be215ba9b0","block_type":"box","text":"Generally, executive compensation arrangements have four components: base salary, annual bonus that rewards","page_number":98,"box":{"x":89,"y":354,"width":787,"height":12}},{"id":"a04f0c37-fbfa-4b80-9c1e-bac144040803","block_type":"box","text":"performance against short-term metrics, incentives - most often share-based- that reward performance against long-term","page_number":98,"box":{"x":89,"y":369,"width":858,"height":12}},{"id":"abf8cd43-6e4f-4a89-b66f-d6a2dd38fd2f","block_type":"box","text":"metrics, and pensions and benefits. In our observation, base salary, pensions and benefits are largely set relative to market","page_number":98,"box":{"x":89,"y":384,"width":854,"height":12}},{"id":"e965bbd5-432b-46b1-aba2-a4f944f7181e","block_type":"box","text":"norms and benchmarks. The annual bonus and share-based incentive, or variable pay plans, tend to be tailored to the","page_number":98,"box":{"x":89,"y":399,"width":823,"height":13}},{"id":"7712eccf-af5a-4aa4-8b3a-540d7c05155a","block_type":"box","text":"company, its sector and long-term strategy, as well as the individuals the board is seeking to recruit and motivate.","page_number":98,"box":{"x":89,"y":414,"width":793,"height":13}},{"id":"cf580252-4bf3-4ed5-82e5-d9a0a5542bbd","block_type":"box","text":"Recognizing the unique circumstances of each company, we determine whether to support a company’s approach to","page_number":98,"box":{"x":89,"y":441,"width":819,"height":12}},{"id":"35efb7a6-ce9e-4c0d-8e7e-323cee11bc40","block_type":"box","text":"executive compensation on a case-by-case basis. We rely on companies providing sufficient quantitative and qualitative","page_number":98,"box":{"x":89,"y":456,"width":836,"height":12}},{"id":"9719dfef-f6a3-4d6d-937b-638033916c60","block_type":"box","text":"information in their disclosures to enable shareholders to understand the compensation arrangements and assess the","page_number":98,"box":{"x":89,"y":471,"width":825,"height":12}},{"id":"8db38432-ec57-4469-87e7-59b0b42fbe49","block_type":"box","text":"alignment with investors’ interests. Features we look for in compensation arrangements include:","page_number":98,"box":{"x":89,"y":486,"width":673,"height":12}},{"id":"e21bcb37-42fd-40a5-aecd-c3662c1446fc","block_type":"box","text":"• Fixed pay components, including base salary, benefits and prerequisites that are appropriate in the context of the","page_number":98,"box":{"x":121,"y":506,"width":823,"height":13}},{"id":"d70eb887-6a72-43d5-8eef-2281e364c6e0","block_type":"box","text":"company’s size, sector and market.","page_number":98,"box":{"x":154,"y":521,"width":244,"height":13}},{"id":"85127824-79e9-409d-b85c-2f20612aa469","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":98,"box":{"x":121,"y":542,"width":840,"height":12}},{"id":"1dd4aee2-eef2-489a-ad0a-0314688bb365","block_type":"box","text":"objectives.","page_number":98,"box":{"x":154,"y":557,"width":72,"height":12}},{"id":"744318b3-6fe2-4391-98ed-e00473ab431e","block_type":"box","text":"• Long-term incentives that motivate sustained performance across a multi-year period.","page_number":98,"box":{"x":121,"y":577,"width":637,"height":12}},{"id":"f317d350-5666-4dd0-80cd-d456551779be","block_type":"box","text":"• A balance between fixed and variable pay, short- and long-term incentives, and specific instruments (cash and","page_number":98,"box":{"x":121,"y":597,"width":805,"height":12}},{"id":"ab3066a0-4189-4191-87aa-4a966abb7081","block_type":"box","text":"equity awards) that promotes pay program durability and seldom necessitates one-off, discretionary payments.","page_number":98,"box":{"x":154,"y":612,"width":778,"height":12}},{"id":"f826ecd4-a164-47d3-834d-2ad9899f86fa","block_type":"box","text":"• Pay outcomes that are consistent with the returns to investors over the relevant time period.","page_number":98,"box":{"x":121,"y":632,"width":677,"height":13}},{"id":"df4502c9-770e-4b99-a93e-0957f52a91eb","block_type":"box","text":"• Board discretion, if allowed within the variable pay arrangements, to be used sparingly, responsibly and","page_number":98,"box":{"x":121,"y":652,"width":752,"height":13}},{"id":"50e3a771-79e4-4946-95a1-6b2c691ee90f","block_type":"box","text":"transparently.","page_number":98,"box":{"x":153,"y":668,"width":94,"height":12}},{"id":"9c6a3821-d204-4304-8f1b-f0cd0056c6e6","block_type":"box","text":"• A requirement, that participants in long-term share-based incentive plans build a meaningful shareholding in the","page_number":98,"box":{"x":121,"y":688,"width":822,"height":12}},{"id":"b3847e8c-d52b-44eb-a441-ef029b85489a","block_type":"box","text":"company within a defined time period, as determined by the board or relevant board committee.","page_number":98,"box":{"x":154,"y":703,"width":674,"height":12}},{"id":"5d4d7ad8-eee3-499b-add3-19bff8c68d6e","block_type":"box","text":"• Change of control provisions that appropriately balance the interests of executives and shareholders.","page_number":98,"box":{"x":121,"y":723,"width":737,"height":12}},{"id":"12c7ec96-e084-4542-8d75-5f8cb8ef23f9","block_type":"box","text":"• Clawback or malus provisions that allow the company to recoup or hold back variable compensation from","page_number":98,"box":{"x":121,"y":743,"width":774,"height":12}},{"id":"4a249267-dc52-4acc-9e49-366e39b4a2ea","block_type":"box","text":"individuals whose awards were based on fraudulent activities, misstated financial reports, or executive misconduct.","page_number":98,"box":{"x":154,"y":758,"width":805,"height":13}},{"id":"c585a473-385d-41f6-a95d-a95b7a62be84","block_type":"box","text":"• Severance arrangements that protect the company’s interests but do not cost more than is contractual.","page_number":98,"box":{"x":121,"y":778,"width":756,"height":13}},{"id":"cb70499c-5bcf-486b-b1ca-1f5c9c897d28","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":98,"box":{"x":88,"y":805,"width":857,"height":12}},{"id":"036cab0d-73e7-420e-b3f0-4e199cb877ad","block_type":"box","text":"compensation report where we do not see alignment between executive compensation arrangements and our clients’","page_number":98,"box":{"x":89,"y":820,"width":825,"height":12}},{"id":"cc82284d-a949-4c5c-b008-81f714907e36","block_type":"box","text":"financial interests. When there is not an alternative, or where there have been multi-year issues with compensation","page_number":98,"box":{"x":88,"y":835,"width":804,"height":12}},{"id":"84147681-7f2e-43e8-9445-9cb35f63d4d7","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":98,"box":{"x":89,"y":850,"width":874,"height":13}},{"id":"a88f0ab3-6d6a-4b00-9540-13ca670457ec","block_type":"box","text":"independent director.","page_number":98,"box":{"x":89,"y":865,"width":148,"height":13}},{"id":"f8a9e3c5-edaf-4e5f-abe3-c88f1b6b23ed","block_type":"box","text":"A-9","page_number":98,"box":{"x":515,"y":894,"width":25,"height":9}},{"id":"e56bc52c-001e-4af2-bda6-663e0dd8205c","block_type":"box","text":"Non-executive director compensation","page_number":99,"box":{"x":89,"y":44,"width":272,"height":12}},{"id":"e6bc5634-4cd7-491f-acee-c5a536c2765c","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":99,"box":{"x":89,"y":70,"width":875,"height":13}},{"id":"21bd9ec2-145c-4ef2-801b-12420061a948","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":99,"box":{"x":89,"y":85,"width":845,"height":13}},{"id":"031e2e4b-1c9a-4276-a06c-96114176f0a5","block_type":"box","text":"executive directors participating in performance-based incentive plans as doing so may create a conflict of interest and","page_number":99,"box":{"x":89,"y":101,"width":832,"height":12}},{"id":"81c46217-a8d3-4458-976b-fd5f34453837","block_type":"box","text":"undermine their independence from management, whom they oversee.","page_number":99,"box":{"x":89,"y":116,"width":501,"height":12}},{"id":"17795f2d-0c0c-4dfe-a3dc-d6b6560db199","block_type":"box","text":"Capital structure","page_number":99,"box":{"x":89,"y":142,"width":119,"height":12}},{"id":"c23e49ee-8080-458c-9879-b0ebf715e7ad","block_type":"box","text":"Boards are responsible for ensuring senior executive leadership has established a capital strategy that achieves appropriate","page_number":99,"box":{"x":89,"y":169,"width":859,"height":12}},{"id":"f22ac1fb-8a96-4118-9b0c-680668d16d29","block_type":"box","text":"capital allocation in support of long-term financial resilience.","page_number":99,"box":{"x":89,"y":184,"width":424,"height":12}},{"id":"537a21c5-3e1e-4408-b4ff-81b67aef3979","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":99,"box":{"x":88,"y":210,"width":876,"height":13}},{"id":"e5a2d586-beb9-4e20-a2f4-6ea2ab31d7da","block_type":"box","text":"to be aligned with shareholders’ interests. We may vote against management proposals seeking capital-related authorities, or","page_number":99,"box":{"x":88,"y":225,"width":879,"height":13}},{"id":"c90cd4db-96c2-44c9-93c8-c2d1a8327706","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":99,"box":{"x":88,"y":240,"width":875,"height":13}},{"id":"8b7362b6-ad24-4c05-96e8-2b95b87c6109","block_type":"box","text":"a shareholder proposal seeking conversion of shares with differentiated voting rights to a one-share, one-vote standard.","page_number":99,"box":{"x":89,"y":256,"width":838,"height":12}},{"id":"9e7b04f2-a5ca-446b-8d3c-bd458ea9a567","block_type":"box","text":"Share issuance","page_number":99,"box":{"x":105,"y":282,"width":107,"height":10}},{"id":"2ceec3d6-eecb-4573-87f6-5fdeeffdc40c","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":99,"box":{"x":88,"y":308,"width":807,"height":13}},{"id":"e759ef44-acd0-4cff-b2b8-26c90e40ad7a","block_type":"box","text":"authorities to issue shares when subject to pre-emptive rights, and up to 20% absent pre-emptive rights. We consider it good","page_number":99,"box":{"x":89,"y":324,"width":877,"height":12}},{"id":"5f953d9b-707f-484f-b450-e1dd23bedaef","block_type":"box","text":"practice for companies to seek regular approval of these authorities to allow shareholders to take into consideration how","page_number":99,"box":{"x":89,"y":339,"width":845,"height":12}},{"id":"7af9095c-d55f-4cc1-9974-c4ac735a8c9f","block_type":"box","text":"prior authorities were used, as well as the current circumstances of the company and the market environment.","page_number":99,"box":{"x":89,"y":354,"width":773,"height":12}},{"id":"068b242e-35de-4cac-b826-0e26fa7f40fc","block_type":"box","text":"Share buybacks","page_number":99,"box":{"x":105,"y":380,"width":113,"height":13}},{"id":"2cf06e48-8f0c-44a0-b057-fecfc44f75fc","block_type":"box","text":"We assess share buyback proposals in the context of the company’s disclosed capital management strategy and","page_number":99,"box":{"x":88,"y":407,"width":786,"height":12}},{"id":"0e6e7925-6825-4d52-97a7-e4bfdfd9792d","block_type":"box","text":"management’s determination of the appropriate balance between investment that supports the long-term growth of the","page_number":99,"box":{"x":89,"y":422,"width":844,"height":12}},{"id":"e6253b14-fe51-4cd6-9266-6e8c99e86ee0","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":99,"box":{"x":89,"y":437,"width":872,"height":12}},{"id":"cc251998-5139-457d-8bab-dbff9da500a9","block_type":"box","text":"balance sheet and executive compensation arrangements and the price at which shares are repurchased relative to market","page_number":99,"box":{"x":89,"y":452,"width":858,"height":12}},{"id":"d9288fa6-ce64-4447-9eee-08fd32ade0e5","block_type":"box","text":"price. We consider it good practice for companies to seek regular approval of these authorities to allow shareholders to take","page_number":99,"box":{"x":89,"y":467,"width":865,"height":13}},{"id":"3b904414-3183-410e-b391-6f3938933b04","block_type":"box","text":"into consideration how prior authorities were used, as well as the current circumstances of the company and the market","page_number":99,"box":{"x":89,"y":482,"width":842,"height":13}},{"id":"1236c7e6-c590-48de-a75d-eaa9763bcf5c","block_type":"box","text":"environment.","page_number":99,"box":{"x":89,"y":498,"width":91,"height":9}},{"id":"8a7734d0-6319-4edc-ab91-6c7aa4a1fd6f","block_type":"box","text":"Dividends","page_number":99,"box":{"x":106,"y":524,"width":70,"height":10}},{"id":"8c83b8f6-3b56-4477-b472-ac700210aab8","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":99,"box":{"x":88,"y":550,"width":852,"height":13}},{"id":"c98b09d0-18e8-4a3e-b27a-335f58d362bd","block_type":"box","text":"proposed dividend appears out of line with the company’s financial position.","page_number":99,"box":{"x":89,"y":565,"width":534,"height":13}},{"id":"c2954ad9-fe67-42d7-a414-ef05179a5684","block_type":"box","text":"Differentiated voting rights","page_number":99,"box":{"x":106,"y":592,"width":193,"height":12}},{"id":"d5f7237c-782e-4a0a-b15a-4b1011d8d44c","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":99,"box":{"x":88,"y":618,"width":862,"height":13}},{"id":"66821b78-80b4-46e0-b320-853b40c5aa35","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":99,"box":{"x":89,"y":633,"width":875,"height":13}},{"id":"ec2e0f21-42b4-46e5-9d4e-a3776166fc50","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":99,"box":{"x":89,"y":649,"width":860,"height":12}},{"id":"bd899041-e0fe-4712-bba6-19746eb4062c","block_type":"box","text":"periodic basis.","page_number":99,"box":{"x":89,"y":664,"width":98,"height":12}},{"id":"28498f10-7996-4c22-b972-ac9a2e351e67","block_type":"box","text":"Transactions and special situations","page_number":99,"box":{"x":88,"y":690,"width":253,"height":13}},{"id":"4ab42f27-e9a3-4131-90f3-44a210ab9fb0","block_type":"box","text":"We monitor developments in transactions and special situations closely and undertake our own detailed analyses of","page_number":99,"box":{"x":88,"y":717,"width":813,"height":12}},{"id":"f21cde50-1246-4b8b-b582-26fe6f51f226","block_type":"box","text":"proposals.","page_number":99,"box":{"x":89,"y":732,"width":70,"height":12}},{"id":"78ab6468-64d6-4d36-aa23-11fc1205e656","block_type":"box","text":"Mergers and acquisitions","page_number":99,"box":{"x":105,"y":758,"width":182,"height":13}},{"id":"69f9bea1-bcdb-4743-927f-ac34898733a1","block_type":"box","text":"We evaluate proposed mergers or acquisitions by assessing the financial outcome for our clients as minority shareholders.","page_number":99,"box":{"x":88,"y":785,"width":856,"height":12}},{"id":"a3bbd32d-0674-4931-ba37-09670d61890e","block_type":"box","text":"Management should provide an assessment of the proposed transaction’s strategic and financial rationale, along with its","page_number":99,"box":{"x":89,"y":800,"width":846,"height":12}},{"id":"6d9417d0-b55e-4e36-ace5-ca3282a7bbc7","block_type":"box","text":"execution and operational risks. We review each transaction independently based on these factors and the degree to which","page_number":99,"box":{"x":89,"y":815,"width":861,"height":12}},{"id":"e70a18ad-4a54-4c5e-b028-bfcc5ade590e","block_type":"box","text":"the transaction enhances shareholder value. The board might consider establishing an ad hoc transaction committee to","page_number":99,"box":{"x":88,"y":830,"width":839,"height":12}},{"id":"d0ee232c-119e-4854-a7e6-156e2b8cd3c4","block_type":"box","text":"undertake an independent assessment of a significant merger or acquisition, in advance of making its recommendation to","page_number":99,"box":{"x":89,"y":845,"width":855,"height":12}},{"id":"e3a27dcf-c49a-4016-9b84-1a803ff53819","block_type":"box","text":"shareholders.","page_number":99,"box":{"x":89,"y":860,"width":93,"height":10}},{"id":"236877bd-e9cf-4217-8d9c-cf88c55d8540","block_type":"box","text":"A-10","page_number":99,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"9f0a6aca-6b66-460d-8ef1-15bcf1f21fca","block_type":"box","text":"We will vote against transactions that, in our assessment, do not advance our clients’ financial interests.","page_number":100,"box":{"x":88,"y":44,"width":727,"height":12}},{"id":"a426367e-49af-466a-a797-180cb5fa901f","block_type":"box","text":"Anti-takeover defenses","page_number":100,"box":{"x":104,"y":70,"width":167,"height":10}},{"id":"a7913b0e-b418-4621-a799-b59de529103f","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":100,"box":{"x":89,"y":97,"width":842,"height":12}},{"id":"5882a906-9da4-4947-bfea-3376fec194b2","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":100,"box":{"x":89,"y":112,"width":867,"height":12}},{"id":"b044bd3d-1297-4879-9b49-86a6b073347b","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":100,"box":{"x":89,"y":127,"width":865,"height":12}},{"id":"44889213-c2d3-42f8-aae8-44df10371699","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":100,"box":{"x":89,"y":142,"width":832,"height":12}},{"id":"aca9d6bc-063f-48a0-bf56-6910ba792fda","block_type":"box","text":"campaign that may be counter to the interests of other investors. Defense mechanisms introduced in these circumstances","page_number":100,"box":{"x":89,"y":157,"width":856,"height":13}},{"id":"e0f0f817-fed8-4cd9-b8cc-54763dae99bd","block_type":"box","text":"should be limited in term and threshold, and also be closely monitored by the independent members of the board. We","page_number":100,"box":{"x":89,"y":172,"width":824,"height":13}},{"id":"73b1d56c-75c7-4132-94aa-172b98ba8d43","block_type":"box","text":"consider it good practice for companies to put to a shareholder vote any mechanisms expected to be in place for more than","page_number":100,"box":{"x":89,"y":188,"width":865,"height":12}},{"id":"63260894-2071-4677-b037-9a04582b0f79","block_type":"box","text":"12 months.","page_number":100,"box":{"x":90,"y":203,"width":77,"height":9}},{"id":"213a2e33-7e63-4ef2-8807-0c9e26fab690","block_type":"box","text":"Shareholder activism","page_number":100,"box":{"x":105,"y":229,"width":151,"height":10}},{"id":"8f135f26-ab24-417a-b49f-d0a7c01da086","block_type":"box","text":"When companies are the focus of an activism campaign, we may communicate with the activist to understand their analysis","page_number":100,"box":{"x":88,"y":256,"width":872,"height":12}},{"id":"86cf067c-aa73-4ba1-8f18-74d8a15dd861","block_type":"box","text":"and objectives, once they have publicly disclosed their campaign. We may also engage with company management and","page_number":100,"box":{"x":89,"y":271,"width":837,"height":12}},{"id":"b4a7a16d-f277-4e10-b56b-54716c14e938","block_type":"box","text":"possibly board members, especially those the activist may be seeking to replace. In our assessment, we evaluate various","page_number":100,"box":{"x":89,"y":286,"width":839,"height":12}},{"id":"bdf28dda-955a-4333-83ca-c29437e4b9e5","block_type":"box","text":"factors, including the concerns raised by the activist and the case for change; the quality of both the activist’s and","page_number":100,"box":{"x":88,"y":301,"width":796,"height":12}},{"id":"6015ce90-29a3-4625-a105-5224fbc8a30d","block_type":"box","text":"management’s plans; and the qualifications of each party’s candidates. We evaluate each contested situation by assessing","page_number":100,"box":{"x":89,"y":316,"width":854,"height":12}},{"id":"f34ac607-d1d5-4b41-b588-6d0c81b1254b","block_type":"box","text":"the potential financial outcome for our clients as minority shareholders.","page_number":100,"box":{"x":88,"y":331,"width":502,"height":12}},{"id":"ae7180f7-766a-4cf6-9273-a9477645211c","block_type":"box","text":"We may support board candidates nominated by a shareholder activist if BAIS, in its independent judgment, or the relevant","page_number":100,"box":{"x":88,"y":358,"width":861,"height":12}},{"id":"5531448c-55e9-43cb-a3a1-20090cec647f","block_type":"box","text":"portfolio manager has determined that there is a case for change to enhance shareholder value, or if the incumbent board","page_number":100,"box":{"x":89,"y":373,"width":853,"height":12}},{"id":"89fb56bd-c812-470e-b6a4-65dd554bfd6f","block_type":"box","text":"members do not demonstrate the relevant skills and expertise or have a poor track record of protecting shareholders’","page_number":100,"box":{"x":89,"y":388,"width":820,"height":12}},{"id":"5e70d986-8fa2-4dca-83dc-f784146dae8e","block_type":"box","text":"interests.","page_number":100,"box":{"x":89,"y":404,"width":62,"height":9}},{"id":"758e53a6-811a-4dc8-b142-afba0fe47760","block_type":"box","text":"Significant shareholders and related party transactions","page_number":100,"box":{"x":105,"y":429,"width":396,"height":13}},{"id":"cba30101-bb39-48ad-9dcd-2722ca6bd6db","block_type":"box","text":"Boards of companies with affiliated shareholders or directors should give equitable consideration to the interests of all","page_number":100,"box":{"x":89,"y":456,"width":825,"height":12}},{"id":"7aaf7527-5ab8-44a8-b262-06156d1d7b31","block_type":"box","text":"shareholders when evaluating related party transactions.","page_number":100,"box":{"x":89,"y":471,"width":396,"height":12}},{"id":"1fd85c26-caab-4241-bd09-f62fa43917b3","block_type":"box","text":"We consider it good practice for transactions with related parties, such as significant shareholders or companies affiliated","page_number":100,"box":{"x":88,"y":497,"width":850,"height":13}},{"id":"aa475690-1b68-4aeb-8e27-ceeec8290881","block_type":"box","text":"with the public company, to be disclosed in detail and conducted on terms similar to what would objectively have been","page_number":100,"box":{"x":88,"y":513,"width":832,"height":12}},{"id":"83ba1fb5-7f3b-47ba-8139-92a02e5027a4","block_type":"box","text":"agreed with a non-related party. In our view, such transactions should be reviewed and approved by the independent","page_number":100,"box":{"x":89,"y":528,"width":817,"height":12}},{"id":"51e31023-6b41-441a-b12f-1b7f414a5c1b","block_type":"box","text":"members of the board, and if voted on, only disinterested shareholders should vote.","page_number":100,"box":{"x":89,"y":543,"width":585,"height":12}},{"id":"7f8162e8-ad10-4a87-9ffb-7ce0bd851277","block_type":"box","text":"Corporate reporting, risk management and audit","page_number":100,"box":{"x":89,"y":569,"width":352,"height":13}},{"id":"1baf4487-e581-4cf2-b85e-8867984127b6","block_type":"box","text":"Investors depend on corporate reporting, both regulatory and voluntary, to understand a company’s strategy, its","page_number":100,"box":{"x":89,"y":596,"width":783,"height":12}},{"id":"3f70cd84-04c4-40a4-ba87-8d03a6891617","block_type":"box","text":"implementation and financial performance, as well as to assess the quality of management and operations and potential for","page_number":100,"box":{"x":89,"y":611,"width":868,"height":12}},{"id":"d05e4111-fd36-4ee3-ba7b-2a0de50f31ff","block_type":"box","text":"the company to create shareholder value over time. We consider it good practice for the board to oversee corporate reporting","page_number":100,"box":{"x":88,"y":626,"width":876,"height":12}},{"id":"8c759149-6623-4e9e-b171-666b266919f4","block_type":"box","text":"and the policies and procedures underpinning the internal audit function and external audit.","page_number":100,"box":{"x":89,"y":641,"width":644,"height":12}},{"id":"a1ea8c80-5b3b-4cf7-ac57-9044cb91182a","block_type":"box","text":"A company’s financial reporting should provide decision-useful information for investors, and other stakeholders, on its","page_number":100,"box":{"x":88,"y":668,"width":836,"height":12}},{"id":"b3f64433-3b06-4c3b-8950-88c1a6770167","block_type":"box","text":"financial performance and position. It should provide an accurate and balanced assessment of the risks and opportunities the","page_number":100,"box":{"x":88,"y":683,"width":879,"height":12}},{"id":"33333849-2261-4f56-9ebb-ad406e66a7f4","block_type":"box","text":"company faces in realizing its long-term strategy. Accordingly, the assumptions made by management and reviewed by the","page_number":100,"box":{"x":89,"y":698,"width":862,"height":12}},{"id":"4378d296-f1d5-4731-b7dc-1dea424f47bf","block_type":"box","text":"auditor in preparing the financial statements should be reasonable and justified. Financial statements should be prepared in","page_number":100,"box":{"x":89,"y":713,"width":864,"height":12}},{"id":"019795a9-7554-4657-a1fd-454bd9aacf9d","block_type":"box","text":"accordance with globally developed reporting standards and any divergence from generally accepted accounting principles","page_number":100,"box":{"x":89,"y":728,"width":862,"height":12}},{"id":"b8cd5a44-6709-4734-8479-5d68c30539cc","block_type":"box","text":"should be explained in detail and justified. Accounting restatements should be explained in detail and any remedial actions,","page_number":100,"box":{"x":89,"y":743,"width":862,"height":12}},{"id":"5f400c9f-b432-4712-8255-d9ddd755abcb","block_type":"box","text":"and the implications of these, disclosed.","page_number":100,"box":{"x":89,"y":758,"width":279,"height":13}},{"id":"4c67ca3d-cf40-4551-8dcf-4c4319fa6efd","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":100,"box":{"x":89,"y":785,"width":819,"height":12}},{"id":"b7fe20f2-442a-43e4-9bc8-77d739d010c7","block_type":"box","text":"oversight of the accounts, material financial and, where appropriate to the jurisdiction, non-financial information, internal","page_number":100,"box":{"x":89,"y":800,"width":850,"height":12}},{"id":"37b8ca30-4908-4266-8824-e4503f9a00b7","block_type":"box","text":"control frameworks and Enterprise Risk Management systems. In our view, effective audit committee oversight strengthens","page_number":100,"box":{"x":89,"y":815,"width":863,"height":12}},{"id":"34dd9bc5-555e-4bb8-90fc-5585e7bd605e","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":100,"box":{"x":88,"y":830,"width":878,"height":12}},{"id":"1180fca9-9cc7-4465-8c1c-061a8cd8eea2","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":100,"box":{"x":88,"y":845,"width":840,"height":12}},{"id":"047c4afe-dd91-4f44-b35e-0fa64791c040","block_type":"box","text":"external audit process annually.","page_number":100,"box":{"x":89,"y":860,"width":219,"height":13}},{"id":"b2e39766-c4b4-42d0-9bae-16ce18983889","block_type":"box","text":"A-11","page_number":100,"box":{"x":511,"y":894,"width":31,"height":9}},{"id":"ced4e49b-6dce-448d-9c64-3b1831d87c0c","block_type":"box","text":"Similarly, we encourage companies to disclose material sustainability-related factors that are integral to how a company","page_number":101,"box":{"x":88,"y":44,"width":841,"height":12}},{"id":"8f52fa89-3f79-4d4a-842e-d20b9731a2b8","block_type":"box","text":"manages risks or generates revenue. BAIS finds it helpful to our understanding when companies provide robust, standardized","page_number":101,"box":{"x":89,"y":59,"width":877,"height":12}},{"id":"e3e5a168-489c-4eff-bb34-c106b3d61c60","block_type":"box","text":"disclosures on their material sustainability-related risks and opportunities. The International Sustainability Standards Board","page_number":101,"box":{"x":89,"y":74,"width":860,"height":12}},{"id":"863c575c-1a2f-4921-97b6-ee630a62d4b8","block_type":"box","text":"(ISSB) is one entity working to meet these objectives through its reporting standards, which may be helpful to companies in","page_number":101,"box":{"x":89,"y":89,"width":865,"height":13}},{"id":"47e7b3e6-cecf-47d1-9455-979bb62d1c42","block_type":"box","text":"preparing such reports.","page_number":101,"box":{"x":89,"y":104,"width":161,"height":13}},{"id":"bd84ad0e-ef37-4e5a-a571-7303d9f615a3","block_type":"box","text":"(9)","page_number":101,"box":{"x":252,"y":102,"width":14,"height":8}},{"id":"b4c2ec2e-ef0e-400f-ae8f-237575495e8d","block_type":"box","text":"However, we do not mandate any specific disclosure framework, and note that companies in","page_number":101,"box":{"x":272,"y":104,"width":647,"height":13}},{"id":"1558a5b4-8418-4226-bc4d-9ae5192bc0a0","block_type":"box","text":"certain jurisdictions are subject to mandatory reporting requirements under standards specified by policy makers.","page_number":101,"box":{"x":89,"y":119,"width":794,"height":13}},{"id":"4abd9b3a-5ded-4706-83f7-abb788f2ba2b","block_type":"box","text":"(10)","page_number":101,"box":{"x":885,"y":117,"width":20,"height":8}},{"id":"57d9b3bb-ac06-4ed8-9122-b366ee0af299","block_type":"box","text":"Companies should establish robust risk management and internal control processes appropriate to the company’s business,","page_number":101,"box":{"x":89,"y":146,"width":868,"height":12}},{"id":"c4b34160-ae79-4f7e-b358-6347d31ea641","block_type":"box","text":"risk tolerance, and regulatory environment. A credible whistleblowing system for employees, and potentially other","page_number":101,"box":{"x":89,"y":161,"width":797,"height":12}},{"id":"359c426a-766d-4e59-b7bd-3d8a04f354a0","block_type":"box","text":"stakeholders, can be a useful mechanism for ensuring that senior management and the board are aware of potential","page_number":101,"box":{"x":89,"y":176,"width":813,"height":13}},{"id":"6daa5f57-0b0a-4c0c-ad8d-ff3bf543b5da","block_type":"box","text":"misconduct or breaches in risk management and internal control processes.","page_number":101,"box":{"x":89,"y":191,"width":532,"height":13}},{"id":"298ce83c-e18f-42f5-b470-a7274f11070c","block_type":"box","text":"A comprehensive audit conducted by an independent audit firm contributes to investor confidence in the quality of corporate","page_number":101,"box":{"x":88,"y":218,"width":879,"height":12}},{"id":"7c48c95d-4f16-4355-921e-2bdefaf3bb1b","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":101,"box":{"x":89,"y":233,"width":856,"height":12}},{"id":"f05fca67-bdec-4238-9410-d1db5956cf27","block_type":"box","text":"audit matters identified and how these were resolved. A comprehensive and effective audit is time and resource intensive,","page_number":101,"box":{"x":89,"y":248,"width":850,"height":12}},{"id":"0f39c9ab-beb4-4679-a4ba-04b6954a088f","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":101,"box":{"x":89,"y":263,"width":867,"height":12}},{"id":"cde28197-e2a6-438e-ac58-d66c167270dd","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":101,"box":{"x":88,"y":278,"width":837,"height":13}},{"id":"ac5cfcf7-230f-439f-aff1-0ccda4745ce1","block_type":"box","text":"position on auditor tenure and how it confirmed that the auditor remained independent.","page_number":101,"box":{"x":89,"y":293,"width":618,"height":13}},{"id":"19bff93d-8a13-49bb-aaa3-288ece5ca129","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":101,"box":{"x":88,"y":320,"width":824,"height":12}},{"id":"5114f41f-83f8-4e08-9b20-ab8779632a74","block_type":"box","text":"misstatements in financial reports. In markets where relevant, we may vote against a proposal to approve the financial","page_number":101,"box":{"x":89,"y":335,"width":826,"height":12}},{"id":"e8ca0f1c-1385-48eb-9945-c83e15d783e6","block_type":"box","text":"statements or the discharge of the board when we are concerned about the quality of corporate reporting or the audit. We","page_number":101,"box":{"x":89,"y":350,"width":856,"height":12}},{"id":"b19f036f-862c-48e0-9003-e4440c3f8031","block_type":"box","text":"may vote against proposals to appoint the auditor, ratify the audit report, or approve the audit fee if we are concerned about","page_number":101,"box":{"x":89,"y":365,"width":868,"height":12}},{"id":"f891803b-d40a-4ba7-aa6b-f360d284b2ae","block_type":"box","text":"the auditor’s independence, the quality of the audit, or there are material misstatements in financial reports and the board","page_number":101,"box":{"x":88,"y":380,"width":854,"height":13}},{"id":"a2a94816-f74e-48b2-9c5f-f131bb4419ec","block_type":"box","text":"has not established reasonable remediation plans.","page_number":101,"box":{"x":89,"y":395,"width":349,"height":13}},{"id":"d68dea38-3c17-48e9-9d57-482515ee5c1b","block_type":"box","text":"Shareholder rights and protections","page_number":101,"box":{"x":88,"y":422,"width":252,"height":12}},{"id":"3e8b689c-cf4c-473b-a982-586ca0610736","block_type":"box","text":"General shareholder meetings","page_number":101,"box":{"x":105,"y":448,"width":217,"height":13}},{"id":"a7d47114-7af9-4988-b9a3-a93bd39c8a1f","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":101,"box":{"x":89,"y":475,"width":875,"height":12}},{"id":"c9d50006-45da-46b8-8062-9fb3b94ef2cd","block_type":"box","text":"discussed and voted on by shareholders in attendance or submitting proxy votes. Companies should disclose materials","page_number":101,"box":{"x":89,"y":490,"width":831,"height":12}},{"id":"704c3305-7b95-46dc-9a44-bf21bec9e845","block_type":"box","text":"relevant to the shareholder meeting sufficiently in advance so that shareholders can take them into consideration in their","page_number":101,"box":{"x":89,"y":505,"width":846,"height":12}},{"id":"1e5f3b21-0047-4565-b054-a34db5193102","block_type":"box","text":"voting decisions. Many companies offer shareholders the option of participating in the meeting virtually which, whilst","page_number":101,"box":{"x":88,"y":520,"width":823,"height":12}},{"id":"fa85bfe8-dbec-4fcc-96fc-20cbfd90dfec","block_type":"box","text":"welcome, should not limit the rights of shareholders to participate as they would during an in-person meeting.","page_number":101,"box":{"x":88,"y":535,"width":774,"height":13}},{"id":"6d6f50c1-b6ea-4fd2-8739-182f33d110ad","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":101,"box":{"x":88,"y":562,"width":877,"height":12}},{"id":"1adec1bd-f434-46f8-89af-80211cdc1bb5","block_type":"box","text":"manner or do not provide sufficient information for us to make an informed voting decision. We may vote against directors if","page_number":101,"box":{"x":89,"y":577,"width":874,"height":12}},{"id":"75eeccc5-19ef-427d-b467-8ca2689557ea","block_type":"box","text":"the format of the shareholder meeting does not accommodate reasonable shareholder participation.","page_number":101,"box":{"x":88,"y":592,"width":704,"height":12}},{"id":"5b36f329-01b6-44b8-9cd4-6e212cac77b0","block_type":"box","text":"Bylaw amendments","page_number":101,"box":{"x":106,"y":618,"width":140,"height":13}},{"id":"b8136b75-7cee-48fb-a6e5-f663bae2b381","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":101,"box":{"x":88,"y":645,"width":860,"height":12}},{"id":"fb3dba7a-8a5d-41b1-9c86-83c37c6dad9e","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":101,"box":{"x":89,"y":660,"width":873,"height":12}},{"id":"7e3cef86-6875-46de-ba43-5f2f575d1887","block_type":"box","text":"to a shareholder vote.","page_number":101,"box":{"x":88,"y":675,"width":151,"height":10}},{"id":"ea5e96d0-cfd9-4a85-b756-a29fe363d6e8","block_type":"box","text":"We may vote against bylaw amendments that reduce shareholder rights and protections or introduce additional burdens. We","page_number":101,"box":{"x":88,"y":702,"width":875,"height":12}},{"id":"e9bc4925-dd9c-4711-a309-53de3b598078","block_type":"box","text":"may vote against directors if material changes are made to the bylaws without shareholder approval.","page_number":101,"box":{"x":89,"y":717,"width":703,"height":12}},{"id":"5b549ef7-59ad-4d8e-95f3-44f83f14a4e0","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":101,"box":{"x":89,"y":743,"width":876,"height":12}},{"id":"6bb6fe1d-2e4b-49e7-a127-2cca0ff41aab","block_type":"box","text":"meaningful shareholding, the right to call a special meeting of shareholders. The shareholding required to exercise this right","page_number":101,"box":{"x":89,"y":758,"width":867,"height":13}},{"id":"6aa3ebac-788f-41c4-a5b9-f4df5ebd0ad6","block_type":"box","text":"should balance its utility with the cost to the company of holding special meetings.","page_number":101,"box":{"x":89,"y":773,"width":579,"height":13}},{"id":"e45f8878-dc46-4b29-a8b2-9342606c6b36","block_type":"box","text":"(9) The ISSB is an independent standard-setting body within the International Financial Reporting Standards (IFRS) Foundation. Please refer to the","page_number":101,"box":{"x":89,"y":803,"width":831,"height":10}},{"id":"4e8a5e28-0219-4601-bc62-ae257dfe1031","block_type":"box","text":"IFRS","page_number":101,"box":{"x":925,"y":803,"width":23,"height":8}},{"id":"0ef37061-076e-4d02-9e7b-9a1a0b6c8cb8","block_type":"box","text":"website to learn more about the framework and standards S1 “General Requirements for Disclosure of Sustainability-related Financial Information”","page_number":101,"box":{"x":121,"y":816,"width":824,"height":9}},{"id":"5aba84a2-4829-4134-8403-fdae715b40e0","block_type":"box","text":"and S2 “Climate-related Disclosures.”","page_number":101,"box":{"x":121,"y":828,"width":209,"height":8}},{"id":"8e93297f-4509-4460-8e02-2cb214a83ba6","block_type":"box","text":"(10) See, for examples, https://www.ifrs.org/news-and-events/news/2025/06/ifrs-foundation-publishes-jurisdictional-profiles-issb-st","page_number":101,"box":{"x":89,"y":843,"width":765,"height":10}},{"id":"ed3eab2a-3c74-4073-a356-d9bcd9e41a22","block_type":"box","text":"andards/ and","page_number":101,"box":{"x":855,"y":843,"width":75,"height":8}},{"id":"7759aa87-a5df-44f8-96d3-1495dfd3dfe0","block_type":"box","text":"https://finance.ec.europa.eu/capital-markets-union-and-financial-markets/company-reporting-and","page_number":101,"box":{"x":121,"y":856,"width":569,"height":10}},{"id":"4b7f8866-cdf7-49ae-84af-7aba558e6044","block_type":"box","text":"auditing/company-reporting/corporate-sustainability-reporting_en","page_number":101,"box":{"x":121,"y":868,"width":379,"height":10}},{"id":"86eecaba-ba07-4c59-a323-15f2bfd5a338","block_type":"box","text":"A-12","page_number":101,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"85a93095-d546-4548-be3e-df437251efe6","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":102,"box":{"x":89,"y":44,"width":876,"height":12}},{"id":"e34d3a19-1f47-4543-a960-dc705a74ee0b","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":102,"box":{"x":89,"y":59,"width":863,"height":12}},{"id":"93fc8903-98bd-450c-8926-85db66b141ff","block_type":"box","text":"so that shareholders can exercise it without being unduly disruptive to the board’s own nomination process.","page_number":102,"box":{"x":89,"y":74,"width":756,"height":12}},{"id":"6829b6ee-71be-4a00-97b9-f7b3db3b07c8","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":102,"box":{"x":88,"y":101,"width":878,"height":12}},{"id":"72f9acf0-3639-477c-bd0a-353797d786ea","block_type":"box","text":"for a shareholder proposal seeking the addition of either of these provisions to a company’s bylaws.","page_number":102,"box":{"x":88,"y":116,"width":696,"height":12}},{"id":"69fcab2c-0b71-4293-be8c-a76f195b2da3","block_type":"box","text":"Change of domicile","page_number":102,"box":{"x":105,"y":142,"width":139,"height":12}},{"id":"b7e21a4d-74c0-4026-aeb5-049b0617f934","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":102,"box":{"x":88,"y":169,"width":842,"height":12}},{"id":"f428796f-4a88-4f4d-903f-c1aaa360bc4e","block_type":"box","text":"consistent with the company’s long-term strategy and business model and the related costs are immaterial.","page_number":102,"box":{"x":89,"y":184,"width":754,"height":12}},{"id":"06edfbd0-844e-48f8-bfa5-482c7786eaa7","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":102,"box":{"x":88,"y":210,"width":878,"height":13}},{"id":"b8a72e65-7c0c-4fb0-9737-9a61ef853964","block_type":"box","text":"financial interests.","page_number":102,"box":{"x":88,"y":225,"width":126,"height":10}},{"id":"b3562adc-b57e-44d2-977a-cd1337c25f54","block_type":"box","text":"Changes to a company’s purpose or the nature of its business","page_number":102,"box":{"x":105,"y":252,"width":446,"height":12}},{"id":"f09c792b-b5e6-42e0-ba4a-20ef1dcc10a0","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":102,"box":{"x":89,"y":278,"width":826,"height":13}},{"id":"7019fff0-a19b-4c04-979f-b2f352237de1","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":102,"box":{"x":89,"y":293,"width":823,"height":13}},{"id":"1c963afc-8a90-42ee-bdd3-297b55d9aba3","block_type":"box","text":"suitability of a company for their investment strategy or portfolio.","page_number":102,"box":{"x":89,"y":308,"width":455,"height":13}},{"id":"94951432-fdfd-4de2-8044-9d3af64ccb4b","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":102,"box":{"x":88,"y":335,"width":871,"height":12}},{"id":"003dba5f-8937-4481-805f-a9718398329e","block_type":"box","text":"not provided a credible argument for change.","page_number":102,"box":{"x":89,"y":350,"width":316,"height":12}},{"id":"988ba6ee-f73c-411f-9431-e80cb169b3f9","block_type":"box","text":"Shareholder proposals","page_number":102,"box":{"x":88,"y":376,"width":163,"height":13}},{"id":"e4605a28-e18e-4afa-a043-a3c948eac30e","block_type":"box","text":"Shareholders in many markets, who meet certain eligibility criteria, have the right to submit proposals to the general","page_number":102,"box":{"x":88,"y":403,"width":813,"height":12}},{"id":"8ab74f1d-c6e6-4f27-87c0-3e4297a448a9","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":102,"box":{"x":89,"y":418,"width":846,"height":12}},{"id":"541c3c63-03aa-49d3-aa87-5b3f635977de","block_type":"box","text":"majority of votes cast at the meeting. The topics raised can address a range of matters that may be relevant to a company’s","page_number":102,"box":{"x":89,"y":433,"width":864,"height":13}},{"id":"a8635bbf-6891-4901-91a2-97d0efeea5c6","block_type":"box","text":"business.","page_number":102,"box":{"x":89,"y":448,"width":63,"height":10}},{"id":"f0cecef7-9124-4720-b21d-5e57612ce5e0","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":102,"box":{"x":88,"y":475,"width":877,"height":12}},{"id":"b1d0792a-96c3-47d7-9d0d-63e3f165e93e","block_type":"box","text":"its current approach, whether the actions sought are consistent with shareholders’ interests, and what impact the proposal","page_number":102,"box":{"x":89,"y":490,"width":861,"height":12}},{"id":"2666a5f3-46fd-446a-a349-6f2b59ab53c5","block_type":"box","text":"being acted upon might have on financial performance.","page_number":102,"box":{"x":89,"y":505,"width":388,"height":12}},{"id":"3233ec0b-c43d-4c25-a7f2-8e03b4a418e0","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":102,"box":{"x":89,"y":531,"width":861,"height":13}},{"id":"098b07f1-a827-4ff7-8ddc-6af3ffbfda88","block_type":"box","text":"understand the apparent difference in perspective. If we are concerned a company is not acting in shareholders’ financial","page_number":102,"box":{"x":89,"y":547,"width":844,"height":12}},{"id":"28d01e15-f87e-4082-a01d-46001d21572c","block_type":"box","text":"interests, we may vote against the election of directors. We may support a relevant shareholder proposal if doing so is aligned","page_number":102,"box":{"x":89,"y":562,"width":877,"height":12}},{"id":"4b148616-aeb0-474e-914a-b56622d5162a","block_type":"box","text":"with our clients’ financial interests. We generally do not support shareholder proposals that are legally binding on the","page_number":102,"box":{"x":88,"y":577,"width":820,"height":12}},{"id":"c7d5af33-04aa-499a-833b-b4edc5180eb6","block_type":"box","text":"company, seek to alter a company’s strategy or direct its operations, or are unrelated to how a company manages risk or","page_number":102,"box":{"x":89,"y":592,"width":842,"height":12}},{"id":"62e5095e-08b9-4f32-8ae5-a2e52d765ade","block_type":"box","text":"generates financial returns.","page_number":102,"box":{"x":89,"y":607,"width":189,"height":12}},{"id":"beb5036c-c02e-4699-940e-9a66b3225223","block_type":"box","text":"BlackRock is subject to rules, regulations, agency guidance and contractual agreements that place restrictions and limitations","page_number":102,"box":{"x":89,"y":633,"width":878,"height":13}},{"id":"79361278-e561-45be-9667-1f09f629f118","block_type":"box","text":"on how we can interact with the companies in which we invest on behalf of our clients, including our ability to submit","page_number":102,"box":{"x":89,"y":649,"width":824,"height":12}},{"id":"652bd2eb-aab5-4e34-9bdc-5739f798d0d8","block_type":"box","text":"shareholder proposals. We do not submit shareholder proposals but can vote, on behalf of clients who authorize us to do so,","page_number":102,"box":{"x":89,"y":664,"width":870,"height":12}},{"id":"113b1371-4b47-4214-8f14-3c86b4b8b92b","block_type":"box","text":"on proposals put forth by others.","page_number":102,"box":{"x":89,"y":679,"width":228,"height":12}},{"id":"f1956975-bcbb-4615-844a-820fc8d2cd47","block_type":"box","text":"Corporate political activities","page_number":102,"box":{"x":89,"y":705,"width":202,"height":13}},{"id":"2cb30115-d0e5-48db-8faf-aa6be62cb76a","block_type":"box","text":"A corporation’s ability to engage in the policy process is subject to rules and regulations set by the jurisdictions in which they","page_number":102,"box":{"x":88,"y":732,"width":876,"height":12}},{"id":"be08c4e5-9ad5-4c5f-b617-881b56d586cf","block_type":"box","text":"engage. When a corporation reports material financial risk related to policy and or regulatory changes, BAIS may seek to","page_number":102,"box":{"x":89,"y":747,"width":841,"height":12}},{"id":"956fb727-6581-4b88-a0dd-27ecdce28d0a","block_type":"box","text":"understand how it is addressing the material risk identified. We seek to understand how companies engage in corporate","page_number":102,"box":{"x":89,"y":762,"width":840,"height":12}},{"id":"1b52fb25-ba34-4b24-813f-90415b460992","block_type":"box","text":"political activities and ensure that their participation is consistent with their public statements on policy matters material to","page_number":102,"box":{"x":89,"y":777,"width":862,"height":12}},{"id":"9dcafdc9-501b-4bb1-9786-fe911c9e4902","block_type":"box","text":"the company’s long-term strategy. The board should be aware of the approach taken by management on corporate political","page_number":102,"box":{"x":88,"y":792,"width":866,"height":13}},{"id":"2e0d9416-0609-434d-a198-9d75a95a8ec2","block_type":"box","text":"activities as there can be reputational risks arising from inconsistencies between a company’s policy engagement and stated","page_number":102,"box":{"x":89,"y":807,"width":871,"height":13}},{"id":"182f03a6-0564-418c-b9d5-2460fb78c6d5","block_type":"box","text":"policy positions. Companies should, as a minimum, meet all regulatory disclosure requirements on political activities. We may","page_number":102,"box":{"x":89,"y":822,"width":879,"height":13}},{"id":"c2f26be9-beaf-4bb2-8e08-b1505e6651db","block_type":"box","text":"engage a company where we would like to better understand its approach to policy engagement, where relevant.","page_number":102,"box":{"x":89,"y":838,"width":791,"height":12}},{"id":"236161d2-ab2d-48e1-827a-6f951ee02b1f","block_type":"box","text":"A-13","page_number":102,"box":{"x":511,"y":894,"width":33,"height":9}},{"id":"403ac292-262f-4a6d-a1c6-d8da70bbdf90","block_type":"box","text":"To mitigate the risk of inconsistencies, companies may wish to assess the alignment between their policy priorities and the","page_number":103,"box":{"x":88,"y":44,"width":860,"height":12}},{"id":"cdcfc564-1a68-4cf7-986a-954d545b2f88","block_type":"box","text":"policy positions of the trade associations of which they are active members and any engagements undertaken by trade","page_number":103,"box":{"x":89,"y":59,"width":832,"height":12}},{"id":"7e90e527-cf0b-41d0-9a81-7f7621436c8a","block_type":"box","text":"associations on behalf of members.","page_number":103,"box":{"x":89,"y":74,"width":248,"height":10}},{"id":"ea471aec-3247-4422-b3dd-29c0ad1f87fc","block_type":"box","text":"We may support a relevant shareholder proposal, or vote against directors, where a company’s disclosures are insufficient to","page_number":103,"box":{"x":88,"y":101,"width":870,"height":12}},{"id":"717f989e-86f0-4fe1-8970-fef347f6acaf","block_type":"box","text":"address the material risk it has identified.","page_number":103,"box":{"x":89,"y":116,"width":286,"height":9}},{"id":"b32b89d3-ded1-4c2d-a1c9-b47cead4e878","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":103,"box":{"x":89,"y":142,"width":387,"height":12}},{"id":"ff4b5eaf-059b-484d-afa6-b404a51c1d36","block_type":"box","text":"We seek to understand how companies manage the material risks and opportunities inherent in their business operations. In","page_number":103,"box":{"x":88,"y":169,"width":872,"height":12}},{"id":"1ca39c32-77d9-425a-a4d9-1dfdff759846","block_type":"box","text":"our experience, sustainability-related factors","page_number":103,"box":{"x":89,"y":184,"width":310,"height":12}},{"id":"6705ed6a-826e-4222-bd84-939df09f3e01","block_type":"box","text":"(11)","page_number":103,"box":{"x":401,"y":182,"width":20,"height":8}},{"id":"ca38ec48-4ad8-4db4-a8aa-9ea89b74a5ef","block_type":"box","text":"that are relevant to a company’s business or material to its financial","page_number":103,"box":{"x":426,"y":184,"width":472,"height":12}},{"id":"971950ea-2cb6-41c5-9068-e3f681ab79bd","block_type":"box","text":"performance, are generally operational considerations embedded into day-to-day management systems. Certain","page_number":103,"box":{"x":89,"y":199,"width":787,"height":12}},{"id":"6d5f4753-8e7d-426c-8e8f-717c3186c5c0","block_type":"box","text":"sustainability issues may also inform long-term strategic planning, for example, investing in product innovation in","page_number":103,"box":{"x":89,"y":214,"width":794,"height":12}},{"id":"f4cf4441-c3ad-4bdc-8c3d-75bc18fbc0dc","block_type":"box","text":"anticipation of changing consumer demand or adapting supply chains in response to changing regulatory requirements.","page_number":103,"box":{"x":89,"y":229,"width":843,"height":12}},{"id":"83e617f6-f72c-4fc6-ad27-446c91209dbd","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":103,"box":{"x":88,"y":256,"width":864,"height":12}},{"id":"f1f96133-c747-4538-aadc-b69ead81226b","block_type":"box","text":"company business model, sector, key markets, and time horizon, amongst other considerations. From company disclosures","page_number":103,"box":{"x":89,"y":271,"width":862,"height":12}},{"id":"5f29dbbf-d3df-4b44-a204-0bf5ec8ca689","block_type":"box","text":"and our engagement, we aim to understand how management is identifying, assessing and integrating material","page_number":103,"box":{"x":89,"y":286,"width":783,"height":12}},{"id":"d65ec2c0-64c9-4f35-a210-19aa6d7929a1","block_type":"box","text":"sustainability-related risks and opportunities into their business decision-making and practices. Doing so helps us undertake","page_number":103,"box":{"x":89,"y":301,"width":871,"height":12}},{"id":"12433f4c-245a-4813-9770-1814c1296874","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":103,"box":{"x":89,"y":316,"width":810,"height":12}},{"id":"96754cfa-404a-4328-90a6-27087892de63","block_type":"box","text":"investment.","page_number":103,"box":{"x":89,"y":332,"width":80,"height":9}},{"id":"ba30bf5c-1120-453f-bf20-fcfbec677c52","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":103,"box":{"x":88,"y":358,"width":834,"height":12}},{"id":"d3fb0855-a4bc-4327-94a9-5035f51a11ff","block_type":"box","text":"managing or disclosing its approach to material sustainability-related risks that may impact financial returns.","page_number":103,"box":{"x":89,"y":373,"width":762,"height":12}},{"id":"e2138b45-a330-4c1e-8d0d-e17ffeb08afe","block_type":"box","text":"Key stakeholders","page_number":103,"box":{"x":89,"y":399,"width":121,"height":13}},{"id":"92647365-e8e6-434f-be3e-a698e6fb18d7","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":103,"box":{"x":89,"y":426,"width":842,"height":12}},{"id":"4c9b4824-6df6-4245-b4a2-dcb1018a4319","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":103,"box":{"x":89,"y":441,"width":858,"height":12}},{"id":"abc807bf-5d61-4ecb-be2c-d8cf51dd3251","block_type":"box","text":"their business and long-term financial performance. For many companies, key stakeholders include employees, business","page_number":103,"box":{"x":88,"y":456,"width":843,"height":12}},{"id":"4d0ee369-d1d7-476f-a0f3-28bc971cf2e8","block_type":"box","text":"partners (such as suppliers and distributors), clients and consumers, regulators, and the communities in which they operate.","page_number":103,"box":{"x":89,"y":471,"width":872,"height":12}},{"id":"a5662ecf-66a9-4bd3-82de-2051222596cf","block_type":"box","text":"Companies that appropriately balance the interests of investors and other stakeholders are, in our experience, more likely to","page_number":103,"box":{"x":89,"y":486,"width":865,"height":12}},{"id":"2d43b9bc-f4bc-4aae-9478-1fa718a1f61d","block_type":"box","text":"be financially resilient over time.","page_number":103,"box":{"x":89,"y":501,"width":223,"height":13}},{"id":"a8489a56-fa27-461f-bb45-bd9dde416f98","block_type":"box","text":"Climate and decarbonization investment objectives","page_number":103,"box":{"x":89,"y":528,"width":367,"height":12}},{"id":"be90a8fa-5a6d-42bc-b2b1-26f60b30568c","block_type":"box","text":"Certain active BlackRock funds have climate and decarbonization objectives in addition to financial objectives. Consistent","page_number":103,"box":{"x":89,"y":554,"width":847,"height":12}},{"id":"b848aa66-3992-43b8-840a-89117f801dde","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":103,"box":{"x":88,"y":569,"width":875,"height":13}},{"id":"94616f95-3820-41cd-8da2-b55e12cc437f","block_type":"box","text":"some respects from BAIS’ benchmark guidelines, which are described above. Specifically, for those funds’ holdings, we look","page_number":103,"box":{"x":89,"y":584,"width":864,"height":13}},{"id":"fda03333-a07d-4b09-9894-16d6cfc9bfc0","block_type":"box","text":"to investee companies to demonstrate that they are aligned with a decarbonization pathway that means their business model","page_number":103,"box":{"x":88,"y":599,"width":878,"height":13}},{"id":"05de8edb-c6a0-434e-9acc-cee6411b8bcb","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":103,"box":{"x":88,"y":615,"width":849,"height":12}},{"id":"c3a9f346-1395-4a11-9693-4cdf0be50310","block_type":"box","text":"levels. In addition, clients in separately managed accounts may instruct BlackRock to apply these guidelines to their holdings.","page_number":103,"box":{"x":89,"y":630,"width":875,"height":12}},{"id":"d0c8ce4f-ddf9-4ba7-ac75-9ab959456c88","block_type":"box","text":"Both in the case of funds and separately managed accounts, these guidelines are only implemented upon explicit selection","page_number":103,"box":{"x":89,"y":645,"width":858,"height":12}},{"id":"4ad65f7c-dd11-430d-b104-e792c9b90735","block_type":"box","text":"and approval by the applicable fund board or client.","page_number":103,"box":{"x":89,"y":660,"width":358,"height":12}},{"id":"34ce425c-d934-4c35-9e93-a1a5abe5220a","block_type":"box","text":"These decarbonization stewardship guidelines focus on companies which produce goods and services that contribute to real","page_number":103,"box":{"x":88,"y":686,"width":874,"height":13}},{"id":"f6c2e6d0-6ca1-4506-b5c6-dfc9637551dc","block_type":"box","text":"world decarbonization or have a carbon intensive business model and face outsized impacts from the low carbon transition,","page_number":103,"box":{"x":88,"y":702,"width":867,"height":12}},{"id":"224d7c7c-f58b-4ad2-9abe-9b04f69791fc","block_type":"box","text":"based on reported and estimated scopes 1, 2, and 3 greenhouse gas emissions. These companies should provide disclosures","page_number":103,"box":{"x":89,"y":717,"width":872,"height":12}},{"id":"d288c195-413d-465a-9254-cab4693e9c1e","block_type":"box","text":"that set out their governance, strategy, risk management processes and metrics and targets relevant to decarbonization. It is","page_number":103,"box":{"x":88,"y":732,"width":870,"height":12}},{"id":"8b3b7aaa-498d-41be-81ab-d7556ecff8ef","block_type":"box","text":"helpful to investors’ understanding when these disclosures include an explanation of the decarbonization scenarios a","page_number":103,"box":{"x":89,"y":747,"width":819,"height":12}},{"id":"77af0047-d4bd-4971-8771-c78197a70d39","block_type":"box","text":"(11) By material sustainability-related risks and opportunities, we mean the drivers of risk and financial value creation in a company’s business mo","page_number":103,"box":{"x":89,"y":793,"width":824,"height":10}},{"id":"0f71c2a8-8159-43bb-af69-26a6361d10d6","block_type":"box","text":"del that","page_number":103,"box":{"x":914,"y":793,"width":42,"height":8}},{"id":"65ff0b53-9c63-48f6-82c3-b0e72291324c","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":103,"box":{"x":121,"y":805,"width":826,"height":10}},{"id":"d12787c3-1804-4648-a15d-db3a81a77909","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":103,"box":{"x":121,"y":818,"width":832,"height":10}},{"id":"662abc2d-38fb-4ccf-a72d-108dc9ce0ccb","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":103,"box":{"x":121,"y":831,"width":818,"height":10}},{"id":"d1ec525a-e860-474a-8d63-694f93cf5e35","block_type":"box","text":"e","page_number":103,"box":{"x":940,"y":833,"width":5,"height":5}},{"id":"a33073c3-51de-4437-b350-b379fce26c85","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":103,"box":{"x":121,"y":843,"width":823,"height":10}},{"id":"daa3b2fa-7d80-4fb3-a3f0-915602d0dd4d","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":103,"box":{"x":121,"y":856,"width":785,"height":10}},{"id":"6dba0f4a-85c1-4915-bf71-74d06daade32","block_type":"box","text":"onsider","page_number":103,"box":{"x":907,"y":856,"width":46,"height":8}},{"id":"bd514b24-bb0d-4145-aae3-600543465713","block_type":"box","text":"ations is a component of a sound governance framework.","page_number":103,"box":{"x":121,"y":868,"width":323,"height":10}},{"id":"3974ed5a-7506-414a-bfa2-fe3b65a3f6ff","block_type":"box","text":"A-14","page_number":103,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"06758e32-44fe-42d2-8a1b-e354efdccde9","block_type":"box","text":"company is using in its near- and long-term planning, as well as its scope 1, scope 2 and material scope 3 greenhouse gas","page_number":104,"box":{"x":89,"y":44,"width":854,"height":12}},{"id":"463a7a07-04d9-4d6a-8f18-07b836907969","block_type":"box","text":"(GHG) emissions and reduction targets for scope 1 and 2 emissions.","page_number":104,"box":{"x":89,"y":59,"width":477,"height":12}},{"id":"739b729e-803d-42d0-a46c-f0ad287734b1","block_type":"box","text":"Under these climate- and decarbonization-specific guidelines, BAIS may recommend a vote against directors or support for a","page_number":104,"box":{"x":89,"y":85,"width":875,"height":13}},{"id":"d75f5a43-4f68-450f-9f49-2f5d5b528bc6","block_type":"box","text":"relevant shareholder proposal if a company does not appear to be adequately acting to address or disclosing material","page_number":104,"box":{"x":89,"y":101,"width":820,"height":12}},{"id":"f570321a-94e1-42e5-930a-86b6416d08d1","block_type":"box","text":"climate-related risks, consistent with the parameters set out in these climate- and decarbonization-specific guidelines. We","page_number":104,"box":{"x":89,"y":116,"width":854,"height":12}},{"id":"13580f99-03bf-408e-8c86-3c62401c3fc5","block_type":"box","text":"may recommend supporting shareholder proposals seeking information relevant to a company’s stated low-carbon transition","page_number":104,"box":{"x":89,"y":131,"width":878,"height":12}},{"id":"9ab076eb-d44b-4eb2-bd0c-7786bacd8370","block_type":"box","text":"strategy or targets that the company does not currently provide and that would be helpful to investment decision-making.","page_number":104,"box":{"x":89,"y":146,"width":855,"height":12}},{"id":"96afe539-48c4-4a91-83af-dbc534cae5cc","block_type":"box","text":"We would not recommend support for shareholder proposals that seek to constrain board or management decision-making","page_number":104,"box":{"x":88,"y":161,"width":869,"height":12}},{"id":"12c939ef-1b03-404a-ad55-30405fb9213d","block_type":"box","text":"or direct specific business or strategic decisions. As under the BAIS benchmark approach, the active portfolio managers are","page_number":104,"box":{"x":89,"y":176,"width":862,"height":13}},{"id":"536c6030-6c03-4e9d-912f-17615a720e3d","block_type":"box","text":"ultimately responsible for voting consistent with their investment mandate and fund objectives. For the funds and accounts","page_number":104,"box":{"x":89,"y":191,"width":864,"height":13}},{"id":"443e6fed-7527-40bf-82a4-0721f79ebac3","block_type":"box","text":"in scope, voting on matters not related to climate risk and the energy transition is undertaken in line with BAIS’ benchmark","page_number":104,"box":{"x":89,"y":206,"width":859,"height":13}},{"id":"c96304d9-72f3-407b-817e-a311dac7eb10","block_type":"box","text":"guidelines.","page_number":104,"box":{"x":89,"y":222,"width":73,"height":12}},{"id":"4901bba3-374a-45e2-80cb-7d48ba6c8734","block_type":"box","text":"Appendix 1: How we fulfil and oversee our investment stewardship responsibilities for non-index equity investment","page_number":104,"box":{"x":88,"y":248,"width":834,"height":12}},{"id":"80a069b1-a7f3-4eaa-8984-98cb086d802b","block_type":"box","text":"strategies","page_number":104,"box":{"x":89,"y":264,"width":69,"height":11}},{"id":"5f60cf5e-b270-41fb-ae70-4501e7df18f1","block_type":"box","text":"Oversight","page_number":104,"box":{"x":105,"y":290,"width":69,"height":12}},{"id":"f1e0d64e-f15d-4831-ae43-0e3982b69c61","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":104,"box":{"x":88,"y":316,"width":865,"height":12}},{"id":"909611a9-0b44-4c49-9708-1ff451b71d86","block_type":"box","text":"with the BlackRock Active Investment Stewardship Global Engagement and Voting Guidelines (the “Guidelines”), which","page_number":104,"box":{"x":88,"y":331,"width":835,"height":12}},{"id":"16f2720c-e73e-406a-83ae-2d1cd9b3d916","block_type":"box","text":"require the application of professional judgment and consideration of each company’s unique circumstances, as well as input","page_number":104,"box":{"x":89,"y":346,"width":878,"height":13}},{"id":"42d59694-e798-4dfc-bfa1-9463a75f12e5","block_type":"box","text":"from active investors. BAIS is independent from BlackRock Investment Stewardship in our engagement and voting activities,","page_number":104,"box":{"x":88,"y":361,"width":868,"height":13}},{"id":"3be8f736-f9bd-4cf8-894b-aec1d4596cd4","block_type":"box","text":"reporting lines, and oversight.","page_number":104,"box":{"x":89,"y":376,"width":207,"height":13}},{"id":"9ede52e0-ad87-4aa6-8ee9-3bf3f01d5a38","block_type":"box","text":"The Stewardship Leaders Group, comprised of senior active investors and other relevant stakeholders in BlackRock’s legal,","page_number":104,"box":{"x":88,"y":403,"width":854,"height":12}},{"id":"ea8f10d4-6674-409a-ab86-20c6c61f8382","block_type":"box","text":"public policy, sustainability and communications teams, helps shape the firm’s approach to investment stewardship on non","page_number":104,"box":{"x":89,"y":418,"width":869,"height":12}},{"id":"fd5ed623-dfa9-413f-903f-dfe8db2430c6","block_type":"box","text":"index equity investment strategies. The Group may advise on and review amendments to BAIS’ policies and practices. It does","page_number":104,"box":{"x":89,"y":433,"width":874,"height":13}},{"id":"24c8820f-fc68-402e-bc03-b80e9ccb6a31","block_type":"box","text":"not determine voting decisions, which are the responsibility of BAIS and the relevant active equity investors.","page_number":104,"box":{"x":89,"y":448,"width":753,"height":13}},{"id":"efc6c678-1275-4d10-80c4-c752a17ce36a","block_type":"box","text":"BAIS carries out engagement with companies in collaboration with active investment colleagues, executes proxy votes, and","page_number":104,"box":{"x":89,"y":475,"width":862,"height":12}},{"id":"9b90d065-8261-467e-8e24-963edb029926","block_type":"box","text":"conducts vote operations (including maintaining records of votes cast) in a manner consistent with the Guidelines. BAIS also","page_number":104,"box":{"x":89,"y":490,"width":873,"height":12}},{"id":"a99f3667-5903-4457-9fa2-151c3ac0f419","block_type":"box","text":"conducts research on corporate governance issues and participates in industry discussions to contribute to and keep abreast","page_number":104,"box":{"x":89,"y":505,"width":874,"height":12}},{"id":"3e9623d9-4ea2-4ede-9ffe-d0f64bb601da","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":104,"box":{"x":89,"y":520,"width":878,"height":12}},{"id":"62b79349-35ac-4143-a7fc-79f5a6cc1580","block_type":"box","text":"and performs oversight of those third parties (see “Use and oversight of third-party vote services providers” below).","page_number":104,"box":{"x":89,"y":535,"width":807,"height":13}},{"id":"306225c2-80cc-4e77-8865-ae873b1bbe96","block_type":"box","text":"Voting guidelines and vote execution","page_number":104,"box":{"x":104,"y":562,"width":267,"height":12}},{"id":"b98f04d3-d5b6-45e6-b720-1ebd247514b8","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":104,"box":{"x":89,"y":588,"width":866,"height":12}},{"id":"b2b7b262-d9cb-479f-893a-3a9e62857113","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":104,"box":{"x":88,"y":603,"width":863,"height":13}},{"id":"10fbb062-05de-4c21-966b-541e882cea7f","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":104,"box":{"x":88,"y":618,"width":863,"height":13}},{"id":"89f68d9c-51da-4637-bd5d-3811cb3507de","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":104,"box":{"x":88,"y":633,"width":877,"height":13}},{"id":"b8dd7d21-206d-44e5-bb9b-ad22f25fcf44","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":104,"box":{"x":88,"y":649,"width":848,"height":12}},{"id":"e74143e5-1129-499a-aa91-70020f62f709","block_type":"box","text":"any), BlackRock or BlackRock’s affiliates, or BlackRock employees (see “Conflicts management policies and procedures,”","page_number":104,"box":{"x":89,"y":664,"width":841,"height":12}},{"id":"37094d56-422f-40a8-8e8f-2b6b0251f386","block_type":"box","text":"below).","page_number":104,"box":{"x":89,"y":679,"width":50,"height":12}},{"id":"a0a982f3-f0a2-47ce-b960-f8e589d28bd3","block_type":"box","text":"When exercising voting rights, BAIS will normally vote on specific proxy issues in accordance with the Guidelines, although","page_number":104,"box":{"x":88,"y":705,"width":859,"height":13}},{"id":"7aba3d12-7ee8-4d23-a96d-e2486aa2224f","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":104,"box":{"x":89,"y":720,"width":846,"height":13}},{"id":"f0f295d7-36d5-4e60-b0dd-fc4ebc33e6aa","block_type":"box","text":"investment objective and financial interests of clients invested in the funds they manage.","page_number":104,"box":{"x":89,"y":736,"width":619,"height":12}},{"id":"f7a89b39-a59f-4657-86f7-1d78def10999","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":104,"box":{"x":88,"y":762,"width":862,"height":12}},{"id":"6e8eff8c-c105-4126-973d-3086058cedcf","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":104,"box":{"x":89,"y":777,"width":863,"height":12}},{"id":"e9bec8d0-cd23-4415-aaef-16e98a33118d","block_type":"box","text":"BAIS will vote in every instance. Rather, they reflect our view about corporate governance issues generally, and provide","page_number":104,"box":{"x":89,"y":792,"width":827,"height":13}},{"id":"339cc6fc-c70b-451f-834b-0998e34ed8d7","block_type":"box","text":"insight into how we typically approach issues that are commonly put to a shareholder vote. The Guidelines are reviewed","page_number":104,"box":{"x":89,"y":807,"width":840,"height":13}},{"id":"f6569286-e94c-40aa-a9a0-05c7d870c34c","block_type":"box","text":"annually and updated as necessary to reflect changes in market practices, developments in corporate governance and","page_number":104,"box":{"x":89,"y":822,"width":826,"height":13}},{"id":"db41f146-f636-487e-ab14-78c2d730ee48","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":104,"box":{"x":88,"y":838,"width":854,"height":12}},{"id":"182840d8-101e-4325-b580-0897aaa4cf7d","block_type":"box","text":"practices most aligned with clients’ long-term financial interests.","page_number":104,"box":{"x":89,"y":853,"width":452,"height":12}},{"id":"023684e4-ddda-4eed-96a4-d43ac6ed5253","block_type":"box","text":"A-15","page_number":104,"box":{"x":511,"y":894,"width":33,"height":9}},{"id":"dcb781b3-a278-4d56-97ca-8e91b0684e95","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":105,"box":{"x":89,"y":44,"width":846,"height":12}},{"id":"75af4eaf-cfb1-4115-a497-1ea00ebc5bf3","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":105,"box":{"x":89,"y":59,"width":867,"height":12}},{"id":"6a86d10d-2d9b-447a-9041-7811156d3665","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":105,"box":{"x":89,"y":74,"width":804,"height":12}},{"id":"16258d83-f745-49bc-824e-f247787ee645","block_type":"box","text":"(requirements that investors who exercise their voting rights surrender the right to dispose of their holdings from the point at","page_number":105,"box":{"x":89,"y":89,"width":877,"height":13}},{"id":"b22db491-91d4-483a-84b9-3f489493da68","block_type":"box","text":"which votes are submitted until after the after the shareholder meeting has occurred); v) potential difficulties in translating","page_number":105,"box":{"x":88,"y":104,"width":859,"height":13}},{"id":"0460ab34-4f0a-4776-8031-5a3793fb5140","block_type":"box","text":"the proxy; vi) regulatory constraints; and vii) requirements to provide local agents with powers of attorney to facilitate voting","page_number":105,"box":{"x":88,"y":119,"width":872,"height":13}},{"id":"6c68d08a-8f02-4071-837c-79bf732b0e7f","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":105,"box":{"x":89,"y":135,"width":807,"height":12}},{"id":"3213fd17-c0f2-44a1-8bc4-093dd2b2cb29","block_type":"box","text":"burdensome administrative requirements.","page_number":105,"box":{"x":89,"y":150,"width":292,"height":12}},{"id":"85087890-56e3-4b23-a800-8e64fedd7927","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":105,"box":{"x":89,"y":176,"width":878,"height":13}},{"id":"8a3aea52-16ef-4313-911a-2ecbffa5b870","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":105,"box":{"x":89,"y":191,"width":869,"height":13}},{"id":"c4e57e68-f1e8-4d5b-aa5e-bffecc4df4c9","block_type":"box","text":"opportunity costs associated with share-blocking constraints) associated with exercising a vote are expected to outweigh the","page_number":105,"box":{"x":89,"y":206,"width":878,"height":13}},{"id":"9d441dc2-015c-4aaf-a0fb-ac13de0e633f","block_type":"box","text":"benefit the client would derive by voting on the proposal.","page_number":105,"box":{"x":89,"y":222,"width":397,"height":12}},{"id":"4198f742-a4e5-4949-a94c-b309b9295027","block_type":"box","text":"Voting Choice","page_number":105,"box":{"x":104,"y":248,"width":101,"height":12}},{"id":"3a7f204d-473f-4558-8aba-0fae4d808f4c","block_type":"box","text":"BlackRock offers Voting Choice, a program that provides eligible clients with more opportunities to participate in the proxy","page_number":105,"box":{"x":89,"y":274,"width":855,"height":13}},{"id":"b558e9b8-98cc-43b5-930c-7d7f79874e4e","block_type":"box","text":"voting process where legally and operationally viable.","page_number":105,"box":{"x":88,"y":290,"width":373,"height":12}},{"id":"ebc08dd9-00d6-4989-9dd7-57894781c9cd","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":105,"box":{"x":88,"y":316,"width":823,"height":12}},{"id":"d0dc8de0-6d06-43d8-abb1-d6910f55574b","block_type":"box","text":"Canada that use systematic active equity (SAE) and multi-asset strategies. In addition, institutional clients in separately","page_number":105,"box":{"x":89,"y":331,"width":832,"height":12}},{"id":"14ea166a-4dfe-4f0e-a890-1cba3c1b32c6","block_type":"box","text":"managed accounts (SMAs) are eligible for BlackRock Voting Choice regardless of their investment strategies.","page_number":105,"box":{"x":89,"y":346,"width":760,"height":13}},{"id":"0a563da5-eb0d-488d-bc12-7321144dcd04","block_type":"box","text":"(12)","page_number":105,"box":{"x":855,"y":344,"width":20,"height":8}},{"id":"a84a4308-4fd9-4a73-bec8-1fa2f4b5c51f","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":105,"box":{"x":88,"y":373,"width":880,"height":12}},{"id":"15eb6920-afa6-4380-b424-b20b08986b59","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":105,"box":{"x":89,"y":388,"width":833,"height":12}},{"id":"e5394c23-1249-44d0-980a-d53d0585e4c1","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":105,"box":{"x":89,"y":403,"width":863,"height":12}},{"id":"f6dac114-1ad9-4f95-aab6-f27b998bc538","block_type":"box","text":"because of Voting Choice.","page_number":105,"box":{"x":89,"y":418,"width":180,"height":12}},{"id":"2ff99d37-1eca-4b74-a573-4c6f990e9575","block_type":"box","text":"(13)","page_number":105,"box":{"x":271,"y":416,"width":20,"height":8}},{"id":"faf03520-fbd4-4fa4-b512-f6f14ce5cf78","block_type":"box","text":"Use and oversight of third-party vote services providers","page_number":105,"box":{"x":105,"y":445,"width":400,"height":12}},{"id":"ce699700-042e-48bf-b37a-1ccd4443e7f1","block_type":"box","text":"Third-party vote services providers – or proxy research firms - provide research and recommendations on proxy votes, as well","page_number":105,"box":{"x":88,"y":471,"width":877,"height":12}},{"id":"e08e314a-a44e-4a05-91f8-3a30171d2007","block_type":"box","text":"as voting infrastructure. BlackRock contracts primarily with the vote services provider ISS and leverages its online platform to","page_number":105,"box":{"x":89,"y":486,"width":873,"height":12}},{"id":"bc87c51b-461e-46f3-8346-e0cf188e6664","block_type":"box","text":"supply research and support voting, record keeping, and reporting processes. We also use Glass Lewis’ research and analysis","page_number":105,"box":{"x":89,"y":501,"width":871,"height":13}},{"id":"4a3df570-49a4-4002-b0e8-d0cc09074a1b","block_type":"box","text":"as an input into our voting process. It is important to note that, although proxy research firms provide important data and","page_number":105,"box":{"x":89,"y":516,"width":851,"height":13}},{"id":"4937f28c-d0ec-4011-a1ee-b194dffc6630","block_type":"box","text":"analysis, BAIS does not rely solely on their information or follow their voting recommendations. A company’s disclosures, our","page_number":105,"box":{"x":89,"y":531,"width":876,"height":13}},{"id":"e1d0a937-1c3a-4951-9add-1d5ba5edede7","block_type":"box","text":"engagements and voting, investment colleagues’ insights and our Guidelines are important inputs into our voting decisions","page_number":105,"box":{"x":89,"y":547,"width":863,"height":12}},{"id":"7965161e-3b5c-47c0-b926-d672a83798a1","block_type":"box","text":"on behalf of clients.","page_number":105,"box":{"x":89,"y":562,"width":136,"height":9}},{"id":"e2d32799-fb6a-4398-aca2-b01825327275","block_type":"box","text":"Given the large universe of actively held companies, BAIS employs the proxy services provider to streamline the voting","page_number":105,"box":{"x":89,"y":588,"width":824,"height":12}},{"id":"1e7647e6-5c6d-45f7-9fff-de0fb084afe2","block_type":"box","text":"process by making voting recommendations based on BAIS’ Guidelines when the items on a shareholder meeting agenda are","page_number":105,"box":{"x":89,"y":603,"width":877,"height":13}},{"id":"5ea42d92-137c-42aa-89ee-130b8c5063c6","block_type":"box","text":"routine. Agenda items that are not routine are referred back to BAIS to assess, escalate as necessary to the relevant portfolio","page_number":105,"box":{"x":89,"y":618,"width":868,"height":13}},{"id":"a83f999e-5b6c-4cbd-93de-28bd60f597ef","block_type":"box","text":"managers and vote. BAIS reviews and can override the recommendations of the vote services provider at any time prior to","page_number":105,"box":{"x":89,"y":633,"width":852,"height":13}},{"id":"1c98c4fb-28a7-4760-9375-aa1e112d8f75","block_type":"box","text":"the vote deadline. Both BAIS and the vote services provider actively monitor securities filings, research reports, company","page_number":105,"box":{"x":88,"y":649,"width":841,"height":12}},{"id":"d629c754-313a-4306-bd12-385061369a80","block_type":"box","text":"announcements, and direct communications from companies to ensure awareness of supplemental disclosures and proxy","page_number":105,"box":{"x":89,"y":664,"width":856,"height":12}},{"id":"5b20d2a6-c0da-436a-bc4d-94d5aa2180e7","block_type":"box","text":"materials that may require a modification of votes.","page_number":105,"box":{"x":89,"y":679,"width":352,"height":12}},{"id":"01cbebb7-2a8f-4ab7-a19b-360383914420","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":105,"box":{"x":89,"y":705,"width":850,"height":13}},{"id":"4f265a6d-f799-4240-ab4f-38b79f4bcde8","block_type":"box","text":"level expectations and have effective policies and procedures in place to manage potential conflicts of interest. Our oversight","page_number":105,"box":{"x":89,"y":720,"width":872,"height":13}},{"id":"0848dfea-5285-4c4b-a672-972831ddf932","block_type":"box","text":"of service providers includes regular meetings with client service teams, systematic monitoring of vendor operations, as well","page_number":105,"box":{"x":89,"y":736,"width":869,"height":12}},{"id":"6b918eba-2826-4932-989a-0fe92935b9e0","block_type":"box","text":"as annual due diligence meetings in accordance with BlackRock’s firmwide policies.","page_number":105,"box":{"x":89,"y":751,"width":584,"height":12}},{"id":"9e04e76f-5549-411f-8e27-2ebc83424318","block_type":"box","text":"(12) With Voting Choice, SMAs have the ability to select from a set of voting policies from third-party proxy advisers the policy that best aligns with t","page_number":105,"box":{"x":89,"y":841,"width":837,"height":10}},{"id":"c6c41211-8314-49ae-a7a0-a0580f3f4dac","block_type":"box","text":"heir","page_number":105,"box":{"x":927,"y":841,"width":20,"height":8}},{"id":"cbcc467f-04f8-4915-ab2c-dd5cccf38dc8","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":105,"box":{"x":121,"y":853,"width":752,"height":10}},{"id":"1a9c70b3-8edf-4ccd-a073-a5142163e09b","block_type":"box","text":"(13) BlackRock does not disclose client information, including a client’s selection of proxy policy, without client consent.","page_number":105,"box":{"x":89,"y":868,"width":676,"height":10}},{"id":"c4feb516-5dc2-4b87-a66d-f167a7b4aa30","block_type":"box","text":"A-16","page_number":105,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"6cff699d-5d97-442b-9219-dcb1990f1d4e","block_type":"box","text":"Conflicts management policies and procedures","page_number":106,"box":{"x":105,"y":44,"width":340,"height":12}},{"id":"6abe0448-621e-4154-be4d-70a83b449ade","block_type":"box","text":"BlackRock maintains policies and procedures that seek to prevent undue influence on BAIS’ proxy voting activity. Such","page_number":106,"box":{"x":89,"y":70,"width":826,"height":13}},{"id":"2ec0860a-10b6-450b-80c6-d3d69a7defe9","block_type":"box","text":"influence might stem from any relationship between the investee company (or any shareholder proponent or dissident","page_number":106,"box":{"x":89,"y":85,"width":829,"height":13}},{"id":"fd4ae8f8-0e27-4e0c-807a-4b86d1948232","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":106,"box":{"x":89,"y":101,"width":855,"height":12}},{"id":"7bd2361a-6436-4758-8af4-bd76a1564c1b","block_type":"box","text":"examples of sources of perceived or potential conflicts of interest:","page_number":106,"box":{"x":89,"y":116,"width":459,"height":12}},{"id":"d054feb0-c5d1-4053-8a27-6d6c378ae850","block_type":"box","text":"• BlackRock clients who may be issuers of securities or proponents of shareholder resolutions","page_number":106,"box":{"x":121,"y":136,"width":676,"height":12}},{"id":"ca12aec4-6202-41a1-a51f-212f317f8b0d","block_type":"box","text":"• BlackRock business partners or third parties who may be issuers of securities or proponents of shareholder","page_number":106,"box":{"x":121,"y":156,"width":781,"height":12}},{"id":"b48aaf47-06be-48b0-a568-47b5abe653ff","block_type":"box","text":"resolutions","page_number":106,"box":{"x":154,"y":171,"width":76,"height":10}},{"id":"d07ea59f-a5cf-4c33-81ca-b976b527bfdf","block_type":"box","text":"• BlackRock employees who may sit on the boards of public companies held in Funds managed by BlackRock","page_number":106,"box":{"x":121,"y":191,"width":785,"height":13}},{"id":"8438c048-3251-42f6-94b0-f1578635b487","block_type":"box","text":"• Significant BlackRock, Inc. investors who may be issuers of securities held in Funds managed by BlackRock","page_number":106,"box":{"x":121,"y":211,"width":780,"height":13}},{"id":"9500b1d4-babc-4214-ac32-7213028b95a8","block_type":"box","text":"• Securities of BlackRock, Inc. or BlackRock investment funds held in Funds managed by BlackRock","page_number":106,"box":{"x":121,"y":232,"width":714,"height":12}},{"id":"10bff664-a609-4b7c-aa64-8963846b42f8","block_type":"box","text":"• BlackRock, Inc. board members who serve as senior executives or directors of public companies held in Funds","page_number":106,"box":{"x":121,"y":252,"width":801,"height":12}},{"id":"e67b9c8a-fabd-4f26-b789-052f0bd2ab16","block_type":"box","text":"managed by BlackRock","page_number":106,"box":{"x":154,"y":267,"width":162,"height":12}},{"id":"dc3537ad-3611-482e-914e-7ac8f373eaf0","block_type":"box","text":"BlackRock has taken certain steps to mitigate perceived or potential conflicts including, but not limited to, the following:","page_number":106,"box":{"x":89,"y":293,"width":839,"height":13}},{"id":"01cc83db-012b-4da3-8159-eef7ba32a5bd","block_type":"box","text":"• Adopted these Guidelines which are designed to advance our clients’ long-term financial interests in the companies","page_number":106,"box":{"x":121,"y":313,"width":843,"height":13}},{"id":"f748f174-9c91-4f0a-bf2b-a64201d06edd","block_type":"box","text":"in which BlackRock invests on their behalf","page_number":106,"box":{"x":154,"y":329,"width":294,"height":9}},{"id":"83318ab6-79e6-4271-8c66-02e96d0c492b","block_type":"box","text":"• Established a reporting structure that separates BAIS from employees with sales, vendor management, or business","page_number":106,"box":{"x":121,"y":349,"width":835,"height":12}},{"id":"618cc148-bf6c-4814-8107-98eb5a39c0d6","block_type":"box","text":"partnership roles. In addition, BlackRock seeks to ensure that all engagements with corporate issuers, dissident","page_number":106,"box":{"x":154,"y":364,"width":777,"height":12}},{"id":"06efacf6-1aa3-446c-9d45-815327b7dc75","block_type":"box","text":"shareholders or shareholder proponents are managed consistently and without regard to BlackRock’s relationship","page_number":106,"box":{"x":154,"y":379,"width":797,"height":12}},{"id":"c097a200-86d3-4818-a193-f224f78f93cd","block_type":"box","text":"with such parties. Clients or business partners are not given preferential treatment or differentiated access. BAIS","page_number":106,"box":{"x":153,"y":394,"width":783,"height":12}},{"id":"f55f0576-0aa3-4cf0-b7d6-e02beae16797","block_type":"box","text":"prioritizes engagements based on factors including, but not limited to, our need for additional information to make","page_number":106,"box":{"x":154,"y":409,"width":803,"height":13}},{"id":"77a3c22e-30ed-43bc-b9d2-92aaa5bc728e","block_type":"box","text":"a more informed voting decision or to better understand a company’s perspectives on financially material risks and","page_number":106,"box":{"x":154,"y":424,"width":805,"height":13}},{"id":"d7a117ee-ef5d-423e-97b9-96ff9d9ca1e8","block_type":"box","text":"opportunities. Within the normal course of business, BAIS may engage directly with BlackRock clients, business","page_number":106,"box":{"x":154,"y":439,"width":779,"height":13}},{"id":"51c94a58-75fb-46fb-a712-3b2e93179ee8","block_type":"box","text":"partners and/or third parties, and/or with employees with sales, vendor management, or business partnership","page_number":106,"box":{"x":154,"y":455,"width":773,"height":12}},{"id":"2f817094-01c2-42f4-9767-be6a2ad82578","block_type":"box","text":"roles, in discussions regarding our approach to stewardship, general corporate governance matters, client reporting","page_number":106,"box":{"x":154,"y":470,"width":807,"height":12}},{"id":"4343d1e0-97ab-475f-ad16-e1d6cc5237af","block_type":"box","text":"needs, and/or to otherwise ensure that proxy-related client service levels are met","page_number":106,"box":{"x":154,"y":485,"width":567,"height":12}},{"id":"d1585b97-ca46-4c49-9720-5e0c7bc9e2f2","block_type":"box","text":"• Determined to engage, in certain instances, an independent third-party voting service provider to make proxy voting","page_number":106,"box":{"x":121,"y":505,"width":846,"height":12}},{"id":"16a6166c-3874-4d49-878b-f4819e057c53","block_type":"box","text":"recommendations as a further safeguard to avoid perceived or potential conflicts of interest, to satisfy regulatory","page_number":106,"box":{"x":154,"y":520,"width":789,"height":12}},{"id":"4a76759a-a968-4572-8e6b-e355ee03acef","block_type":"box","text":"requirements, or as may be otherwise required by applicable law. In such circumstances, the independent third","page_number":106,"box":{"x":154,"y":535,"width":780,"height":13}},{"id":"c83faaba-68b5-45cd-bf0d-66237aa303b6","block_type":"box","text":"party voting service provider provides BlackRock with recommendations, in accordance with the Guidelines, as to","page_number":106,"box":{"x":154,"y":550,"width":793,"height":13}},{"id":"d83c7758-ba8a-4945-b514-3ce63c3e69e5","block_type":"box","text":"how to vote such proxies. BlackRock uses an independent third-party voting service provider to make proxy voting","page_number":106,"box":{"x":154,"y":565,"width":799,"height":13}},{"id":"910caa8d-51d9-4994-bde0-3dc726276974","block_type":"box","text":"recommendations for shares of BlackRock, Inc. and companies affiliated with BlackRock, Inc. BlackRock may also","page_number":106,"box":{"x":154,"y":581,"width":790,"height":12}},{"id":"5d84f018-232a-4964-9dc3-20050069d1d9","block_type":"box","text":"use an independent third-party voting service provider to make proxy voting recommendations for certain perceived","page_number":106,"box":{"x":154,"y":596,"width":813,"height":12}},{"id":"2794b32f-365e-4b6d-a414-abc71eba256f","block_type":"box","text":"or potential conflicts of interest, including:","page_number":106,"box":{"x":154,"y":611,"width":295,"height":12}},{"id":"e59dd93b-519a-4394-b803-f64d4a0e36c3","block_type":"box","text":"• public companies that include BlackRock employees on their boards of directors","page_number":106,"box":{"x":187,"y":631,"width":592,"height":12}},{"id":"63c821c9-6aa8-428f-8861-d81ac189b142","block_type":"box","text":"• public companies of which a BlackRock, Inc. board member serves as a senior executive or a member of","page_number":106,"box":{"x":187,"y":651,"width":761,"height":12}},{"id":"cf072702-cd1d-4c3c-8868-df71b70fc9e2","block_type":"box","text":"the board of directors","page_number":106,"box":{"x":218,"y":666,"width":152,"height":10}},{"id":"08cbd10f-a8d8-4014-95df-8a75401d885e","block_type":"box","text":"• public companies that are the subject of certain transactions involving BlackRock Funds","page_number":106,"box":{"x":187,"y":686,"width":646,"height":13}},{"id":"f1f63edc-f42e-45ea-ac45-f8d0bc48c89d","block_type":"box","text":"• public companies that are joint venture partners with BlackRock, and","page_number":106,"box":{"x":187,"y":707,"width":513,"height":12}},{"id":"3c58c865-6725-4b87-a2cd-c00a026730e9","block_type":"box","text":"• public companies when legal or regulatory requirements compel BlackRock to use an independent third","page_number":106,"box":{"x":187,"y":727,"width":764,"height":12}},{"id":"cc190878-b3a3-4866-9f33-6363c662486b","block_type":"box","text":"party voting service provider","page_number":106,"box":{"x":219,"y":742,"width":199,"height":12}},{"id":"f112a1ab-2f0e-45a6-9828-98b5a499d554","block_type":"box","text":"In selecting an independent third-party voting service provider, we assess several characteristics, including but not limited to:","page_number":106,"box":{"x":89,"y":768,"width":873,"height":13}},{"id":"0fafc8c7-e843-4a53-82e6-81284da48244","block_type":"box","text":"independence, an ability to analyze proxy issues and make recommendations in the economic interest of our clients in","page_number":106,"box":{"x":89,"y":783,"width":826,"height":13}},{"id":"10ddfd55-801b-4ddc-a4e2-307e0c240890","block_type":"box","text":"accordance with the Guidelines, reputation for reliability and integrity, and operational capacity to accurately deliver the","page_number":106,"box":{"x":89,"y":799,"width":836,"height":12}},{"id":"36dc3533-abf4-4cfb-984a-854c0115551f","block_type":"box","text":"assigned recommendations in a timely manner. We may engage more than one independent third-party voting service","page_number":106,"box":{"x":89,"y":814,"width":829,"height":12}},{"id":"e3159150-ec40-4bb0-bc1f-352fc91dbe3c","block_type":"box","text":"provider, in part to mitigate potential or perceived conflicts of interest at a single voting service provider.","page_number":106,"box":{"x":89,"y":829,"width":725,"height":12}},{"id":"130e4c3f-857e-4f17-9d0b-cbd6fddff9be","block_type":"box","text":"A-17","page_number":106,"box":{"x":511,"y":894,"width":33,"height":9}},{"id":"5cd1000b-c04c-4f8a-ac5f-142bcaa73276","block_type":"box","text":"Securities lending","page_number":107,"box":{"x":105,"y":44,"width":128,"height":12}},{"id":"b11660fd-0ddf-4051-8c60-e4e57af13565","block_type":"box","text":"If authorized, BlackRock acts as a securities lending agent on behalf of its clients. Securities lending is a well-regulated","page_number":107,"box":{"x":89,"y":70,"width":825,"height":13}},{"id":"f2b3ae0b-69a5-47ef-bb18-629e4459ff60","block_type":"box","text":"practice that contributes to capital market efficiency. It also enables funds to generate additional returns which in turn may","page_number":107,"box":{"x":89,"y":85,"width":860,"height":13}},{"id":"beb432a9-f48d-4c63-8c6f-82919923fe6d","block_type":"box","text":"allow fund providers to offset fund expenses.","page_number":107,"box":{"x":89,"y":101,"width":314,"height":12}},{"id":"ccfb549e-9ac3-42da-b95c-03243e251718","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":107,"box":{"x":88,"y":127,"width":867,"height":12}},{"id":"610e6fe4-aa71-406b-aadf-3e7f99115bb8","block_type":"box","text":"determine to recall them to allow for voting. This decision is guided by our fiduciary duty as an asset manager to our clients","page_number":107,"box":{"x":89,"y":142,"width":864,"height":12}},{"id":"85479576-68fc-49af-86ad-5c8d2cc8fb2d","block_type":"box","text":"in helping them achieve their investment goals. While this has occurred in a limited number of cases, the decision to recall","page_number":107,"box":{"x":89,"y":157,"width":853,"height":13}},{"id":"ae8a7ad0-5e7f-4fca-8045-69d54629260f","block_type":"box","text":"securities on loan as part of BlackRock’s securities lending program in order to vote is based on an evaluation of various","page_number":107,"box":{"x":89,"y":172,"width":836,"height":13}},{"id":"d6f90e94-e00f-4baa-9eb0-cc732a5d19c5","block_type":"box","text":"factors that include, but are not limited to, assessing potential securities lending revenue alongside the potential long-term","page_number":107,"box":{"x":88,"y":188,"width":860,"height":12}},{"id":"ff5cc911-df11-46c6-aa11-e9e79f24cb7e","block_type":"box","text":"financial value to clients of voting those securities (based on the information available at the time of recall consideration).","page_number":107,"box":{"x":88,"y":203,"width":850,"height":12}},{"id":"bfcc0233-53ed-4a48-837b-bdfed739f443","block_type":"box","text":"BAIS works with active portfolio managers, as well as colleagues in the Securities Lending team, to evaluate the costs and","page_number":107,"box":{"x":89,"y":218,"width":851,"height":12}},{"id":"dce9d21c-7e8d-4c91-9d5a-23afa4a0db58","block_type":"box","text":"benefits to clients of recalling shares on loan.","page_number":107,"box":{"x":89,"y":233,"width":314,"height":12}},{"id":"2464062b-9e0e-49bc-82d0-d1e0b98db7b9","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":107,"box":{"x":89,"y":259,"width":851,"height":13}},{"id":"97f667bd-731c-4732-ba16-4357af00c89c","block_type":"box","text":"not warrant recalling securities on loan. 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All other trademarks are those of their respective owners.","page_number":107,"box":{"x":88,"y":577,"width":558,"height":12}},{"id":"34d6e570-fe6a-42d6-a8d7-014c75e90b57","block_type":"box","text":"A-18","page_number":107,"box":{"x":511,"y":894,"width":33,"height":9}},{"id":"fa5c7bd4-0b34-4b25-ab2c-695363d79507","block_type":"box","text":"Index Equity Fund Proxy Voting Policy","page_number":108,"box":{"x":203,"y":44,"width":653,"height":30}},{"id":"5896d8c6-6cf5-4cdb-a98a-ac89be728989","block_type":"box","text":"Procedures Governing Delegation of Proxy Voting to Fund Advisers","page_number":108,"box":{"x":89,"y":88,"width":483,"height":12}},{"id":"bc11b63e-6c1f-4ee2-a83f-bd08c0224f9c","block_type":"box","text":"Effective Date: January 1, 2025","page_number":108,"box":{"x":106,"y":114,"width":217,"height":13}},{"id":"206662f5-6929-4802-b792-f85f0cc75ff8","block_type":"box","text":"Last Review Date: September 16, 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to the principles outlined in this Policy, as part of BlackRock’s authority","page_number":108,"box":{"x":88,"y":504,"width":878,"height":12}},{"id":"bb508b90-e9b7-4ef4-9d18-2edb8fd8b335","block_type":"box","text":"to manage, acquire and dispose of account assets, all as contemplated by the Funds’ respective investment management","page_number":108,"box":{"x":88,"y":519,"width":850,"height":12}},{"id":"0d97f369-57a8-4a17-850d-0e76706aa22d","block_type":"box","text":"agreements.","page_number":108,"box":{"x":89,"y":535,"width":85,"height":11}},{"id":"dac1cdf9-0dc8-4446-8b62-f29ee5c50428","block_type":"box","text":"BlackRock has adopted the BlackRock Investment Stewardship Global Principles for Benchmark Policies (as from time to time","page_number":108,"box":{"x":89,"y":560,"width":876,"height":13}},{"id":"4f305c7e-8553-4094-9ef2-7d34649573fc","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":108,"box":{"x":89,"y":591,"width":822,"height":12}},{"id":"d9a86016-6c40-4e80-85ff-e3fccb5119b9","block_type":"box","text":"“BlackRock Climate and Decarbonization Stewardship Guidelines”) governing proxy voting for matters covered in the","page_number":108,"box":{"x":89,"y":606,"width":818,"height":12}},{"id":"da4cdffa-fbd2-460d-a3dd-7e7e7fb41724","block_type":"box","text":"BlackRock Climate and Decarbonization Stewardship Guidelines by the Funds listed in Appendix A.","page_number":108,"box":{"x":89,"y":621,"width":689,"height":12}},{"id":"6f2def76-20da-46ee-8a26-da9403769ba1","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":108,"box":{"x":89,"y":647,"width":876,"height":13}},{"id":"a9e18471-b775-4525-b0aa-55663e0af01a","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":108,"box":{"x":89,"y":662,"width":829,"height":13}},{"id":"04669852-a43e-45e1-9367-ddd783ade697","block_type":"box","text":"Decarbonization Stewardship Guidelines, as applicable.","page_number":108,"box":{"x":89,"y":678,"width":384,"height":12}},{"id":"2fabfe7f-4809-438c-b92f-63fc8f5e4be9","block_type":"box","text":"Conflicts Management","page_number":108,"box":{"x":89,"y":704,"width":164,"height":12}},{"id":"0d771909-f6ff-4120-a60c-a1efb45f9fcd","block_type":"box","text":"BlackRock Investment Stewardship (“BIS”) maintains policies and procedures that seek to prevent undue influence on","page_number":108,"box":{"x":89,"y":730,"width":824,"height":13}},{"id":"c6ee3dd2-3644-4016-bb04-3112d3a38e2a","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":108,"box":{"x":89,"y":746,"width":865,"height":12}},{"id":"3f49dbae-a044-45a8-9970-031ca55ae737","block_type":"box","text":"Potential material conflicts, and the resultant potential for undue influence, might be due to a relationship between the","page_number":108,"box":{"x":89,"y":761,"width":831,"height":12}},{"id":"af8d3f68-f28a-43e4-b2f5-2abdff795319","block_type":"box","text":"investee company (or any shareholder proponent or dissident shareholder) and BlackRock, BlackRock’s affiliates or","page_number":108,"box":{"x":89,"y":776,"width":803,"height":12}},{"id":"57b86341-165a-4a7d-99ff-bafb945322b5","block_type":"box","text":"employees, or a Fund or a Fund’s affiliates. 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law.","page_number":108,"box":{"x":89,"y":863,"width":452,"height":12}},{"id":"00434acc-541d-4d70-966b-501d0665e52d","block_type":"box","text":"A-19","page_number":108,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"ad3fe4cd-458d-4706-b405-7733d3b00e37","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":109,"box":{"x":88,"y":44,"width":869,"height":12}},{"id":"08409b96-0fab-4a22-9f4b-44034f875df4","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":109,"box":{"x":89,"y":59,"width":868,"height":12}},{"id":"4dcd0f28-af3e-41f7-8337-b9f4f9165a31","block_type":"box","text":"The Guidelines set forth BlackRock’s approach to recalling securities on loan in connection with proxy 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-21","page_number":110,"box":{"x":531,"y":177,"width":353,"height":9}},{"id":"85e27a71-b9af-4155-9d66-65e5f1f09dc3","block_type":"box","text":"Philosophy on investment stewardship . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-22","page_number":110,"box":{"x":170,"y":195,"width":717,"height":12}},{"id":"65949f73-8d9a-456a-86eb-12e153bc06b5","block_type":"box","text":"Key governance topics","page_number":110,"box":{"x":170,"y":215,"width":156,"height":11}},{"id":"b0f41228-22f9-423e-ab82-e2fd693b0839","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-23","page_number":110,"box":{"x":329,"y":214,"width":558,"height":10}},{"id":"6673f290-ba51-4a19-85a1-d40b78c4c0b2","block_type":"box","text":"Boards and directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-24","page_number":110,"box":{"x":170,"y":233,"width":717,"height":10}},{"id":"a73bf104-7860-43c9-a987-355422ca162e","block_type":"box","text":"Auditors and audit-related issues","page_number":110,"box":{"x":169,"y":252,"width":232,"height":9}},{"id":"df4da5dc-e1dc-40c5-a456-ca8717f59272","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-26","page_number":110,"box":{"x":407,"y":252,"width":480,"height":9}},{"id":"7879fa3a-1ae1-4477-8bde-500f97b3c878","block_type":"box","text":"Capital structure, mergers, acquisitions, asset sales, and other special situations","page_number":110,"box":{"x":169,"y":271,"width":557,"height":12}},{"id":"4e7cbf27-e407-4b1f-bd3a-80ee67682501","block_type":"box","text":". . . . . . . . . . . . . . . . . . .A-26","page_number":110,"box":{"x":733,"y":271,"width":154,"height":9}},{"id":"4c37f809-2372-4f59-a51d-b46217d50737","block_type":"box","text":"Executive compensation and benefits","page_number":110,"box":{"x":170,"y":290,"width":260,"height":12}},{"id":"0c405725-2d58-42e7-a150-f0887c712155","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-27","page_number":110,"box":{"x":433,"y":290,"width":454,"height":9}},{"id":"fe37ab3b-7de3-4ca9-9459-4aa18aec5a16","block_type":"box","text":"Shareholder protections and other corporate governance matters","page_number":110,"box":{"x":169,"y":308,"width":457,"height":13}},{"id":"54cbb571-7bef-41f9-a47a-43518bf66378","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-28","page_number":110,"box":{"x":629,"y":309,"width":258,"height":9}},{"id":"9fc84dc4-3346-45a7-99ed-b1803024ea38","block_type":"box","text":"Shareholder proposals","page_number":110,"box":{"x":169,"y":327,"width":156,"height":13}},{"id":"a9c7321a-c3da-4688-b4ff-49e77088506b","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-28","page_number":110,"box":{"x":329,"y":328,"width":558,"height":9}},{"id":"5665d61c-6924-453a-a0f3-b0d5c5e823eb","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":110,"box":{"x":170,"y":346,"width":372,"height":13}},{"id":"e0d20013-4f2f-486f-8898-19eecf2ccc79","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-29","page_number":110,"box":{"x":544,"y":347,"width":343,"height":9}},{"id":"729f325a-3520-4be6-9c94-aef4dd1cf584","block_type":"box","text":"BlackRock’s oversight of its investment stewardship activities","page_number":110,"box":{"x":170,"y":365,"width":426,"height":12}},{"id":"def2aeed-38f9-49a5-b318-e62b82c7ac16","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-31","page_number":110,"box":{"x":603,"y":366,"width":281,"height":9}},{"id":"8b3bd373-e87b-498b-950f-f4988bc916a2","block_type":"box","text":"Voting Choice","page_number":110,"box":{"x":169,"y":384,"width":97,"height":12}},{"id":"cecf8ba5-3abb-499c-afbd-3ec2e5f99465","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-32","page_number":110,"box":{"x":270,"y":385,"width":617,"height":9}},{"id":"f8569514-fef9-4f54-b418-80ab0b0e2643","block_type":"box","text":"Reporting and vote transparency","page_number":110,"box":{"x":170,"y":403,"width":228,"height":12}},{"id":"47c1fd28-0285-4187-99c1-fed62a344f79","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-32","page_number":110,"box":{"x":401,"y":403,"width":486,"height":10}},{"id":"711dce65-2d3d-4992-a060-d662616b9ec2","block_type":"box","text":"Introduction to BlackRock Investment Stewardship","page_number":110,"box":{"x":89,"y":436,"width":365,"height":12}},{"id":"652f3190-d3f5-4d47-a88d-2d7159b5dc77","block_type":"box","text":"At BlackRock, investment stewardship serves as a link between our clients and the companies they invest in and is one of the","page_number":110,"box":{"x":88,"y":462,"width":874,"height":12}},{"id":"aaef4636-fb59-4559-9fe1-27d6f194ce7a","block_type":"box","text":"ways we fulfill our fiduciary responsibilities as an asset manager on their behalf. BlackRock offers a range of proxy voting","page_number":110,"box":{"x":88,"y":477,"width":842,"height":13}},{"id":"28411f83-b595-408a-a314-8100f07737c6","block_type":"box","text":"policies to reflect clients’ individual investment choices and goals.","page_number":110,"box":{"x":89,"y":492,"width":458,"height":13}},{"id":"a204d080-91d2-45ce-98e0-2245665b5760","block_type":"box","text":"BlackRock Investment Stewardship (BIS) is responsible for stewardship activities in relation to clients’ assets invested in index","page_number":110,"box":{"x":89,"y":519,"width":876,"height":12}},{"id":"c5964eda-4bf3-46fd-9074-4f9f2b7ca5d1","block_type":"box","text":"equity strategies. BIS takes a long-term approach in our stewardship efforts, reflecting the investment horizons of the","page_number":110,"box":{"x":89,"y":534,"width":818,"height":12}},{"id":"aff6cfce-92db-4c45-9a59-c26d8535d048","block_type":"box","text":"majority of our clients. BIS does this through:","page_number":110,"box":{"x":89,"y":549,"width":314,"height":12}},{"id":"3b087567-d372-479e-8ea2-50e5b3a5bcfc","block_type":"box","text":"1. Engaging with the boards and management of companies","page_number":110,"box":{"x":90,"y":569,"width":456,"height":13}},{"id":"fb2f3c08-45a8-4dce-ab95-88c411558988","block_type":"box","text":"in which clients are invested to deepen our understanding","page_number":110,"box":{"x":552,"y":569,"width":405,"height":13}},{"id":"9edb3673-f5d0-452a-856d-e29052bcddc7","block_type":"box","text":"of a company’s business model, including how they are overseeing material business risks and opportunities over time,","page_number":110,"box":{"x":128,"y":584,"width":833,"height":13}},{"id":"6407b32b-0e1c-476b-9379-023b8f936999","block_type":"box","text":"and to help inform our voting on behalf of clients.","page_number":110,"box":{"x":128,"y":599,"width":347,"height":13}},{"id":"12e8cfad-858a-480d-b795-6715babc7da6","block_type":"box","text":"(1)","page_number":110,"box":{"x":476,"y":597,"width":14,"height":8}},{"id":"c5de9539-50f3-4cdd-bdde-947d07da9a68","block_type":"box","text":"2. Voting at shareholder meetings","page_number":110,"box":{"x":89,"y":620,"width":265,"height":12}},{"id":"d5455cce-cb42-45ac-9919-9075daeeaa98","block_type":"box","text":"on management and shareholder proposals for clients who have authorized BIS to","page_number":110,"box":{"x":359,"y":620,"width":575,"height":12}},{"id":"5c0698b4-420b-4af8-a67c-595845086339","block_type":"box","text":"vote on their behalf.","page_number":110,"box":{"x":127,"y":635,"width":139,"height":9}},{"id":"39ee88dd-0c58-4ec0-a189-2dec25780a71","block_type":"box","text":"3. Contributing to industry dialogue on stewardship","page_number":110,"box":{"x":88,"y":655,"width":396,"height":12}},{"id":"85507bea-55d6-4f1e-ac05-7ebfe2561efd","block_type":"box","text":"to share our perspectives on matters that may impact our clients’","page_number":110,"box":{"x":489,"y":655,"width":457,"height":12}},{"id":"9cdd4268-d627-4288-8630-394ea88cd611","block_type":"box","text":"investments.","page_number":110,"box":{"x":128,"y":671,"width":87,"height":9}},{"id":"d6cb1292-88b7-41bb-8c92-8e1b3211c7e3","block_type":"box","text":"4. Reporting on our activities to inform clients","page_number":110,"box":{"x":88,"y":690,"width":353,"height":13}},{"id":"0a37f9a2-8cac-4d3f-a87f-bde5438f0a6f","block_type":"box","text":"about our stewardship efforts on their behalf through a range of","page_number":110,"box":{"x":447,"y":690,"width":450,"height":13}},{"id":"86820754-0a80-4fd3-bccb-13019d180191","block_type":"box","text":"publications on our website and direct client communications.","page_number":110,"box":{"x":128,"y":705,"width":436,"height":13}},{"id":"f790bd74-05ad-4cb8-92db-37f6e367d5e2","block_type":"box","text":"This document provides an overarching explanation of the principles that guide our approach to engaging and voting on","page_number":110,"box":{"x":88,"y":732,"width":845,"height":12}},{"id":"3cfc572d-0d18-4444-abbe-7f045a7ae042","block_type":"box","text":"corporate governance matters and other material risks and opportunities under BIS’ Benchmark Policies. The BIS Benchmark","page_number":110,"box":{"x":89,"y":747,"width":872,"height":12}},{"id":"76af1dc8-8476-459f-a010-7cbdf8fdc90e","block_type":"box","text":"Policies – which are comprised of the BIS Global Principles, regional voting guidelines, and Engagement Priorities – apply to","page_number":110,"box":{"x":89,"y":762,"width":861,"height":12}},{"id":"ebd6decf-6b1e-4d58-a5e0-8c428d448e17","block_type":"box","text":"(1) On February 11, 2025, the U.S. Securities and Exchange Commission (SEC) staff issued updated guidance for shareholders to maintain their eligibi","page_number":110,"box":{"x":89,"y":843,"width":848,"height":10}},{"id":"f8c9fc99-bdd0-4496-9fc6-3e92b9883fac","block_type":"box","text":"lity","page_number":110,"box":{"x":939,"y":843,"width":16,"height":10}},{"id":"f334bf12-be10-43ad-ac33-8ed9ff2b380e","block_type":"box","text":"to report their beneficial ownership under Schedule 13G of the Exchange Act. We comply fully with these requirements and do not engage with portfo","page_number":110,"box":{"x":121,"y":856,"width":846,"height":10}},{"id":"8caa05bc-9485-4918-9094-2fa42630623e","block_type":"box","text":"lio companies for the purpose, or with the effect, of changing or influencing control of any company.","page_number":110,"box":{"x":121,"y":868,"width":562,"height":10}},{"id":"51e42deb-9f84-4166-8438-b71fd9da21e2","block_type":"box","text":"A-21","page_number":110,"box":{"x":511,"y":894,"width":31,"height":9}},{"id":"cbf15ecf-e764-41a4-ac46-e5f1d97361d3","block_type":"box","text":"clients’ assets invested through index equity strategies, take a financial materiality-based approach, and are focused solely on","page_number":111,"box":{"x":89,"y":44,"width":877,"height":12}},{"id":"3e59fbf4-5de0-413a-8130-cf2f334e3692","block_type":"box","text":"advancing clients’ long-term financial interests.","page_number":111,"box":{"x":89,"y":59,"width":330,"height":12}},{"id":"09d2373b-cdb2-487f-8c02-0f3c61cd4f51","block_type":"box","text":"(2)","page_number":111,"box":{"x":421,"y":57,"width":14,"height":8}},{"id":"47c22206-8646-4886-930d-e4363f745b77","block_type":"box","text":"Philosophy on investment stewardship","page_number":111,"box":{"x":89,"y":85,"width":278,"height":13}},{"id":"5d4c131b-8079-46b5-a5ed-4d2ba88346a3","block_type":"box","text":"Sound governance is critical to a company’s ability to create long-term financial value. We maintain global principles on","page_number":111,"box":{"x":88,"y":112,"width":836,"height":12}},{"id":"abd9b5a5-704b-4bb5-8a50-91e3cfd7c923","block_type":"box","text":"corporate governance, which guide our approach to stewardship across jurisdictions, while recognizing the unique","page_number":111,"box":{"x":89,"y":127,"width":803,"height":12}},{"id":"b6beb90b-b496-4ddb-a493-6aa7c957007c","block_type":"box","text":"characteristics of the different markets where companies operate.","page_number":111,"box":{"x":89,"y":142,"width":459,"height":12}},{"id":"51c203dd-f0b9-489f-b19f-88cf1242cfe1","block_type":"box","text":"Setting, executing, and overseeing strategy are the responsibility of management and the board. 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Our role, on behalf of clients as long-term investors, is to better understand how","page_number":111,"box":{"x":89,"y":199,"width":842,"height":12}},{"id":"432e6485-8cb6-457d-af7f-39a3daaec59b","block_type":"box","text":"corporate leadership is managing material risks and capitalizing on opportunities to help protect and enhance the company’s","page_number":111,"box":{"x":89,"y":214,"width":876,"height":12}},{"id":"5453d5bc-9dba-4d6f-91e3-cd52524120c6","block_type":"box","text":"ability to deliver long-term financial returns.","page_number":111,"box":{"x":89,"y":229,"width":306,"height":12}},{"id":"915d97a6-d1d4-4aa7-a759-994f8ef4c4a5","block_type":"box","text":"Stewardship in practice","page_number":111,"box":{"x":88,"y":256,"width":169,"height":12}},{"id":"1a58d7a7-8819-4564-8761-01061b02bf7f","block_type":"box","text":"The assets BlackRock manages belong to our clients, which include public and private pension plans, insurers, official","page_number":111,"box":{"x":88,"y":282,"width":821,"height":12}},{"id":"d813fa7e-cc0f-49c1-b000-5075ce9641b7","block_type":"box","text":"institutions, endowments, universities, charities, family offices, wealth managers, and ultimately, the individual investors that","page_number":111,"box":{"x":89,"y":297,"width":872,"height":12}},{"id":"50a5a9f0-d78c-45ac-89ce-c258ae46761d","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":111,"box":{"x":88,"y":312,"width":873,"height":13}},{"id":"04da2530-9b9f-4886-b102-ff42a2dfb536","block_type":"box","text":"of whom are saving for long-term goals, such as retirement. Our stewardship program - including when engaging with","page_number":111,"box":{"x":89,"y":327,"width":831,"height":13}},{"id":"30650145-8f26-4246-ae4a-9284786811c1","block_type":"box","text":"companies and voting at shareholder meetings on behalf of clients - is conducted from a long-term investor perspective and","page_number":111,"box":{"x":89,"y":342,"width":871,"height":13}},{"id":"76d26ae8-cd7d-4545-b74d-1b46a634fe7d","block_type":"box","text":"takes a financial materiality-based approach, focused solely on advancing clients’ long-term financial interests.","page_number":111,"box":{"x":88,"y":358,"width":775,"height":12}},{"id":"529b7df1-d435-452d-8554-08653b322c31","block_type":"box","text":"BIS engages with the boards and management of companies in which clients are invested to deepen our understanding of a","page_number":111,"box":{"x":89,"y":384,"width":867,"height":12}},{"id":"440389a2-eea1-42ba-b5fc-875014ccac27","block_type":"box","text":"company’s business model, including how they are overseeing material business risks and opportunities over time, and to","page_number":111,"box":{"x":89,"y":399,"width":851,"height":13}},{"id":"49af2604-e629-4aa2-a87b-01f8fc4e3521","block_type":"box","text":"help inform our voting on behalf of clients. Engagements provide companies with the opportunity to share their perspectives","page_number":111,"box":{"x":89,"y":414,"width":873,"height":13}},{"id":"3d65c60c-32f2-4510-9fc9-e153e53a7685","block_type":"box","text":"on topics that, in BIS’ experience, impact the long-term financial returns BlackRock’s clients depend on to meet their financial","page_number":111,"box":{"x":89,"y":429,"width":877,"height":13}},{"id":"a6c88232-56a5-422e-bc67-7022e8a6c608","block_type":"box","text":"goals.","page_number":111,"box":{"x":89,"y":445,"width":39,"height":12}},{"id":"32288b85-d85e-4d1f-b035-1212390dd09d","block_type":"box","text":"Voting at a company’s shareholder meeting is a right of share ownership and a core principle of corporate governance. As a","page_number":111,"box":{"x":88,"y":471,"width":865,"height":12}},{"id":"173d1bc4-593c-469a-a56c-9d62786f7731","block_type":"box","text":"fiduciary, BlackRock is legally required to make proxy voting determinations in a manner that is consistent with the","page_number":111,"box":{"x":88,"y":486,"width":803,"height":12}},{"id":"bb3dbd46-0d6f-45f6-8b92-c80f7081b97c","block_type":"box","text":"investment objectives of clients who have delegated voting authority to us. BIS’ Benchmark Policies, and the vote decisions","page_number":111,"box":{"x":89,"y":501,"width":858,"height":13}},{"id":"3f432819-3759-4268-a940-c0e21a4da8d3","block_type":"box","text":"made consistent with those policies, reflect our reasonable and independent judgment of what is in the long-term financial","page_number":111,"box":{"x":89,"y":516,"width":861,"height":13}},{"id":"ca5c6fd5-797f-481b-bb0e-f8e07d77da6d","block_type":"box","text":"interests of clients. Our vote decisions are often informed by several factors, including in-depth analysis of company","page_number":111,"box":{"x":89,"y":531,"width":811,"height":13}},{"id":"08766651-cf00-4167-b41d-764ca2599c18","block_type":"box","text":"disclosures, comparisons against industry peers, third-party research, and, where appropriate, engagement with companies.","page_number":111,"box":{"x":89,"y":547,"width":870,"height":12}},{"id":"78a1a5d3-d1b1-4684-8e88-f5bc1189b7e7","block_type":"box","text":"Generally, BIS supports the vote recommendations of the board of directors and management at companies which have","page_number":111,"box":{"x":89,"y":573,"width":839,"height":12}},{"id":"844d65bd-0ff7-4bf8-8e4b-e71d0a9e41a4","block_type":"box","text":"sound corporate governance and deliver strong financial returns over time. When we determine it is in our clients’ financial","page_number":111,"box":{"x":89,"y":588,"width":859,"height":12}},{"id":"394004a0-2672-4498-85f6-9107fd392997","block_type":"box","text":"interests to convey concern to companies through voting, we may do so in two forms: we might not support the election of","page_number":111,"box":{"x":89,"y":603,"width":866,"height":13}},{"id":"00c98ffc-baa7-4304-b42d-157a09dfba7c","block_type":"box","text":"directors or other management proposals, or we might not support management’s voting recommendation on a shareholder","page_number":111,"box":{"x":89,"y":618,"width":877,"height":13}},{"id":"53e43f04-fae2-405c-8f3d-50c6be44be94","block_type":"box","text":"proposal.","page_number":111,"box":{"x":89,"y":633,"width":63,"height":13}},{"id":"44616881-cca8-4a6c-8955-e18c15716525","block_type":"box","text":"Shareholder rights","page_number":111,"box":{"x":88,"y":660,"width":134,"height":12}},{"id":"98dd8b0e-ea67-4474-8b85-64d0fbba76ac","block_type":"box","text":"BlackRock’s global approach as a shareholder on behalf of our clients is underpinned by certain rights attached to","page_number":111,"box":{"x":89,"y":686,"width":795,"height":13}},{"id":"e5a268eb-a520-47dd-a383-b7410e7cb4fe","block_type":"box","text":"shareholding in most markets, as established by corporate laws, regulations, and listing rules.","page_number":111,"box":{"x":89,"y":702,"width":652,"height":12}},{"id":"0479329d-1172-44d7-9fe5-afa87c0ed505","block_type":"box","text":"(3)","page_number":111,"box":{"x":743,"y":700,"width":14,"height":8}},{"id":"25a8a2b2-fa1c-4742-a791-81de5d9c35d0","block_type":"box","text":"For example, in most","page_number":111,"box":{"x":763,"y":702,"width":146,"height":12}},{"id":"fdba1980-0ba8-4ba9-a7b5-0571169df711","block_type":"box","text":"markets, shareholders have the right to:","page_number":111,"box":{"x":89,"y":717,"width":277,"height":12}},{"id":"e07c8e45-6445-48d7-afa4-9e2c858b55a0","block_type":"box","text":"• Vote to elect, remove, and nominate directors, approve the appointment of the auditor, and amend the corporate charter","page_number":111,"box":{"x":89,"y":737,"width":878,"height":12}},{"id":"c80b05cf-538f-4785-bfdb-18483de7f190","block_type":"box","text":"or bylaws.","page_number":111,"box":{"x":121,"y":752,"width":69,"height":12}},{"id":"dbc65ffc-acd5-4c3f-a374-0513af743226","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":111,"box":{"x":89,"y":772,"width":872,"height":12}},{"id":"a2d2b529-6fcd-4c60-9f76-7b25df205d00","block_type":"box","text":"to the purpose of the business, dilution levels, and pre-emptive rights.","page_number":111,"box":{"x":121,"y":787,"width":488,"height":13}},{"id":"1d7c0e47-c8a0-474d-8333-5c803b5c19d9","block_type":"box","text":"(2) Alongside the Global Principles and regional voting guidelines, BIS publishes Engagement Priorities which reflect the five themes on which we mo","page_number":111,"box":{"x":89,"y":816,"width":848,"height":9}},{"id":"152ef9ca-deff-4618-b3f6-2be6fdfa1ef7","block_type":"box","text":"st","page_number":111,"box":{"x":938,"y":817,"width":9,"height":6}},{"id":"99251713-e40a-4380-b15d-06cfa30bf316","block_type":"box","text":"frequently engage companies, where they are relevant, as these can be a source of material business risk or opportunity.","page_number":111,"box":{"x":121,"y":828,"width":673,"height":10}},{"id":"c638d9b3-b1cf-4450-832d-a94dc3b8748d","block_type":"box","text":"(3) Examples include: Government of Canada, “Canada Business Corporations Act,” amended 2024; European Union, “Shareholder Rights Directive II,”","page_number":111,"box":{"x":89,"y":843,"width":854,"height":10}},{"id":"85871a43-f764-4bfd-b905-699f36122a9e","block_type":"box","text":"2017; and the China Securities Regulatory Commission, “Code of Corporate Governance for Listed Companies in China,” 2001. Websites accessed in","page_number":111,"box":{"x":121,"y":856,"width":828,"height":10}},{"id":"98fb98f0-774f-4a36-819b-7941a303d2a1","block_type":"box","text":"December 2025.","page_number":111,"box":{"x":122,"y":868,"width":90,"height":8}},{"id":"648b4711-ed1f-4239-b59c-70e97c19d9d6","block_type":"box","text":"A-22","page_number":111,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"866512ce-dd9a-40eb-a6c3-bb28f32cb696","block_type":"box","text":"• Access sufficient and timely information on governance, strategic, and business matters — where such matters are","page_number":112,"box":{"x":89,"y":44,"width":839,"height":12}},{"id":"f5aad504-6298-41b3-b0b3-3a2858e070a2","block_type":"box","text":"material — to make informed decisions.","page_number":112,"box":{"x":122,"y":59,"width":278,"height":10}},{"id":"9682c3c6-7c7c-4e5f-b6e3-72e0b8c4a375","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":112,"box":{"x":88,"y":85,"width":844,"height":13}},{"id":"dd6f5c7f-06c4-4028-93ea-556a9a004699","block_type":"box","text":"should be proportionate to economic ownership—the principle of “one share, one vote” helps to achieve this balance.","page_number":112,"box":{"x":89,"y":101,"width":823,"height":12}},{"id":"50aa2b3a-0f92-4710-af7d-f02278be126b","block_type":"box","text":"Key governance topics","page_number":112,"box":{"x":89,"y":128,"width":161,"height":11}},{"id":"b9fbf248-c3f9-40e9-b7d7-99f07934686e","block_type":"box","text":"In our experience, there are certain globally applicable elements of corporate governance that contribute to a company’s","page_number":112,"box":{"x":89,"y":153,"width":843,"height":13}},{"id":"3fe77716-8a31-4ef0-acc2-5f5b34dd0810","block_type":"box","text":"ability to create long-term financial value for shareholders. These are topics that shareholders may have the ability to vote on","page_number":112,"box":{"x":89,"y":169,"width":873,"height":12}},{"id":"51e8aa4d-879a-4d3d-a4b9-863943ac913c","block_type":"box","text":"at shareholder meetings. These areas include:","page_number":112,"box":{"x":89,"y":184,"width":319,"height":12}},{"id":"f38c8436-3bd7-4018-a9e1-5d4c361c3f1e","block_type":"box","text":"• Boards and directors","page_number":112,"box":{"x":89,"y":204,"width":176,"height":10}},{"id":"ed52d002-2905-4659-a65d-0bbdf4fd9984","block_type":"box","text":"• Auditors and audit-related issues","page_number":112,"box":{"x":89,"y":224,"width":264,"height":10}},{"id":"ab47e4ea-4250-4e2f-bb23-7948090b352c","block_type":"box","text":"• Capital structure, mergers, acquisitions, asset sales, and other special situations","page_number":112,"box":{"x":89,"y":244,"width":589,"height":13}},{"id":"fa964b3d-5816-446e-b23e-d7d349936070","block_type":"box","text":"• Executive compensation","page_number":112,"box":{"x":89,"y":265,"width":202,"height":12}},{"id":"6226c32c-1bc1-4e59-9892-42b29325f978","block_type":"box","text":"• Shareholder protections and other significant corporate governance matters","page_number":112,"box":{"x":89,"y":285,"width":566,"height":12}},{"id":"74e4de6b-9b11-4afc-8856-9f6bf19b7f0f","block_type":"box","text":"• Shareholder proposals","page_number":112,"box":{"x":89,"y":305,"width":188,"height":12}},{"id":"cf422944-3ec6-41fb-b963-c7cb3f509346","block_type":"box","text":"The BIS Benchmark Policies are not prescriptive but rather are applied on a pragmatic basis, taking into consideration a","page_number":112,"box":{"x":88,"y":331,"width":832,"height":12}},{"id":"f3653219-bab6-4ab0-984d-ca174aceac16","block_type":"box","text":"number of company-specific factors, including the sector, market, and business environment within which companies","page_number":112,"box":{"x":89,"y":346,"width":826,"height":13}},{"id":"d6316389-2dec-4cc9-97c1-d6fff62be374","block_type":"box","text":"operate.","page_number":112,"box":{"x":89,"y":363,"width":56,"height":11}},{"id":"f0400a50-3ea0-438f-8b85-3f4644f9b680","block_type":"box","text":"At the regional level, it is our view that companies should observe the accepted corporate governance standards in their","page_number":112,"box":{"x":88,"y":388,"width":840,"height":12}},{"id":"4f894765-5bfd-471d-bdbb-6c6fab5e0121","block_type":"box","text":"domestic market at a minimum, and we ask that, if they do not, they explain how their approach better supports durable,","page_number":112,"box":{"x":89,"y":403,"width":848,"height":12}},{"id":"e60f663e-c86e-406c-8a5b-da3def972bf8","block_type":"box","text":"long-term financial value creation. Our regional voting guidelines explain how the BIS Global Principles inform our voting","page_number":112,"box":{"x":89,"y":418,"width":844,"height":12}},{"id":"08559fb3-6aca-43fa-98a6-13244ef19392","block_type":"box","text":"decisions in relation to common ballot items for shareholder meetings in those markets.","page_number":112,"box":{"x":89,"y":433,"width":616,"height":13}},{"id":"158dc601-6a97-42f4-9ebe-3c300b568636","block_type":"box","text":"(4)","page_number":112,"box":{"x":706,"y":431,"width":15,"height":8}},{"id":"cb59f84b-2ae3-4725-ac24-a9f91b61d348","block_type":"box","text":"Boards and directors","page_number":112,"box":{"x":351,"y":459,"width":356,"height":23}},{"id":"84db8e7e-4519-4ec3-a490-cef8dc7e6e36","block_type":"box","text":"Oversight role of the board","page_number":112,"box":{"x":89,"y":502,"width":193,"height":13}},{"id":"c01ad7e6-2e5d-4702-b0d3-d2ba000808dc","block_type":"box","text":"Companies whose boards are comprised of appropriately qualified, engaged directors with professional characteristics","page_number":112,"box":{"x":89,"y":529,"width":829,"height":12}},{"id":"a13b04ad-b295-45e5-80e6-d35c07d15912","block_type":"box","text":"relevant to a company’s business enhance the board’s ability to add long-term financial value and serve as the voice of","page_number":112,"box":{"x":89,"y":544,"width":830,"height":12}},{"id":"530dd68f-582f-450c-957e-597d280e8931","block_type":"box","text":"shareholders in board discussions. In our view, a strong board gives a company a competitive advantage, providing valuable","page_number":112,"box":{"x":89,"y":559,"width":865,"height":13}},{"id":"11739c2e-6570-4e3d-914e-1e203df34dc5","block_type":"box","text":"oversight and contributing to the most important management decisions that support long-term financial performance.","page_number":112,"box":{"x":89,"y":574,"width":841,"height":13}},{"id":"aa4c4a28-d079-44d6-9a99-728ecab0ab7f","block_type":"box","text":"For this reason, our investment stewardship efforts focus on the effectiveness of the board of directors. We engage, as","page_number":112,"box":{"x":89,"y":601,"width":824,"height":12}},{"id":"a4114187-b9e1-45ea-983a-1ff9bb452148","block_type":"box","text":"necessary, with members of the board’s nominating and/or governance committee to assess whether governance practices","page_number":112,"box":{"x":89,"y":616,"width":867,"height":12}},{"id":"d5f376fd-501f-48cc-adf2-0ed1f1915e53","block_type":"box","text":"and board composition are effective given a company’s business model, sector, market, and the business environment in","page_number":112,"box":{"x":89,"y":631,"width":842,"height":12}},{"id":"d74cc6d3-a210-490a-a066-65733a757554","block_type":"box","text":"which a company is operating.","page_number":112,"box":{"x":88,"y":646,"width":214,"height":12}},{"id":"aeb377a4-b9e1-4259-9790-e1b631ca8f81","block_type":"box","text":"We consider it good practice when the board establishes and maintains a framework of robust and effective governance","page_number":112,"box":{"x":88,"y":673,"width":841,"height":12}},{"id":"030f3cb6-6f49-4ed1-a351-0962caa0aea1","block_type":"box","text":"mechanisms that supports its oversight of the company’s strategy and operations, consistent with the long-term financial","page_number":112,"box":{"x":89,"y":688,"width":853,"height":12}},{"id":"6b6bc6dc-b254-4e8f-9760-47b81b64a970","block_type":"box","text":"interests of investors. This includes having clear descriptions of the role of the board and the committees of the board and","page_number":112,"box":{"x":89,"y":703,"width":854,"height":12}},{"id":"d70278c1-b4aa-4a40-a8b3-088eae283b3a","block_type":"box","text":"how directors engage with and oversee management, as well as disclosure of material risks that may affect a company’s","page_number":112,"box":{"x":89,"y":718,"width":841,"height":12}},{"id":"41e47be4-b327-4f05-82f7-12094cc9e1e8","block_type":"box","text":"long-term strategy and how management is effectively identifying, managing, and mitigating such risks.","page_number":112,"box":{"x":89,"y":733,"width":729,"height":12}},{"id":"0602ed9a-8853-4d89-bb98-690430c9176b","block_type":"box","text":"Understanding management’s long-term strategy and the milestones against which investors should assess its","page_number":112,"box":{"x":89,"y":759,"width":777,"height":13}},{"id":"e25f4797-005f-4cdf-99c5-b8f262851edb","block_type":"box","text":"implementation is central to our approach. If any strategic targets are significantly missed or materially restated, we find it","page_number":112,"box":{"x":89,"y":775,"width":854,"height":12}},{"id":"51541d2c-18b7-483b-bd68-1fcb95c15851","block_type":"box","text":"helpful when company disclosures provide a detailed explanation of the changes and an indication of the board’s role in","page_number":112,"box":{"x":89,"y":790,"width":838,"height":12}},{"id":"4a422f19-09ac-441a-a8a8-14ff118abd93","block_type":"box","text":"(4) Our regional voting guidelines reflect these different market standards and norms. Depending on the market, generally accepted practice is info","page_number":112,"box":{"x":89,"y":831,"width":836,"height":10}},{"id":"78901e76-09ce-43b5-9d73-8ef25b8508d3","block_type":"box","text":"rmed","page_number":112,"box":{"x":926,"y":831,"width":28,"height":7}},{"id":"799d182f-4d91-40e5-b842-9d6126e81d81","block_type":"box","text":"by corporate law, market regulation, best practices, and industry initiatives, amongst other factors. BIS carries out engagement with companies,","page_number":112,"box":{"x":121,"y":843,"width":805,"height":10}},{"id":"42bf79e9-764b-49af-af65-0392607cff37","block_type":"box","text":"executes proxy votes, and conducts vote operations (including maintaining records of votes cast) in a manner consistent with the relevant regional","page_number":112,"box":{"x":121,"y":856,"width":823,"height":10}},{"id":"17a1c638-f5b0-408c-b72c-4b0989040c31","block_type":"box","text":"voting guidelines.","page_number":112,"box":{"x":121,"y":868,"width":98,"height":10}},{"id":"535f1cbd-edd7-431a-9631-b950eb3dc467","block_type":"box","text":"A-23","page_number":112,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"dc4117ca-578c-4087-aec7-df838873e771","block_type":"box","text":"reviewing the revised targets. We look to the board to articulate the effectiveness of these mechanisms in overseeing the","page_number":113,"box":{"x":89,"y":44,"width":842,"height":12}},{"id":"6f06eb44-9636-44b2-a40a-b49d3b523285","block_type":"box","text":"management of business risks and opportunities and the fulfillment of the company’s strategy.","page_number":113,"box":{"x":89,"y":59,"width":663,"height":12}},{"id":"c8875d82-0671-454f-850b-28dddcc787ef","block_type":"box","text":"Where a company has not adequately disclosed or demonstrated that its board has fulfilled these corporate governance and","page_number":113,"box":{"x":88,"y":85,"width":870,"height":13}},{"id":"c6d8f661-574c-4e7a-998c-e3b97b77737e","block_type":"box","text":"risk oversight responsibilities, we may consider not supporting the election of directors who, in our assessment, have","page_number":113,"box":{"x":89,"y":101,"width":818,"height":12}},{"id":"2f0dc134-df26-4235-9343-cbab878410b5","block_type":"box","text":"particular responsibility for the issues.","page_number":113,"box":{"x":89,"y":116,"width":263,"height":12}},{"id":"b11dabcf-cec6-4fc9-80c3-e89a242eb91e","block_type":"box","text":"When casting vote decisions on behalf of clients on the election of directors, some of the factors that speak to the board’s","page_number":113,"box":{"x":88,"y":142,"width":854,"height":12}},{"id":"eef487a0-5ba9-492a-ba53-bbdf98be1354","block_type":"box","text":"effectiveness as a group include the relevance of individual directors’ qualifications and skillsets, as well as directors’ capacity","page_number":113,"box":{"x":89,"y":157,"width":875,"height":13}},{"id":"6e5291c2-b8f6-4414-abbf-85ff3c90e1ec","block_type":"box","text":"and other time commitments, and how these factors may contribute to the company’s financial performance. We look to","page_number":113,"box":{"x":89,"y":172,"width":847,"height":13}},{"id":"3b1dac1c-7f9d-4ba7-9a35-de5b57571ede","block_type":"box","text":"boards to establish formal and transparent processes for nominating directors that reflect the company’s long-term strategy","page_number":113,"box":{"x":89,"y":188,"width":870,"height":12}},{"id":"5c7a6327-2c3b-4772-8908-288a694b85b4","block_type":"box","text":"and business model.","page_number":113,"box":{"x":89,"y":203,"width":142,"height":9}},{"id":"f4396298-e8dd-47ff-a9cb-2eb2de0a73ca","block_type":"box","text":"In the section titled “Board quality and effectiveness” below, we provide more detail about our approach to board","page_number":113,"box":{"x":89,"y":229,"width":789,"height":12}},{"id":"5fd8b199-cf5d-4d5d-a5fc-57e173066d70","block_type":"box","text":"composition and how it underpins board effectiveness and long-term financial value creation.","page_number":113,"box":{"x":89,"y":244,"width":654,"height":13}},{"id":"cd3799cd-220d-410e-a325-9ba61bb63a8b","block_type":"box","text":"Regular accountability through director elections","page_number":113,"box":{"x":89,"y":271,"width":354,"height":12}},{"id":"a8a7c3bd-9de4-4316-a945-19d5dbc55141","block_type":"box","text":"The election of directors to the board is a right of shareholders and an important signal of support for, or concern about, the","page_number":113,"box":{"x":88,"y":297,"width":869,"height":12}},{"id":"920b6dac-da3b-44eb-b7a9-a2958e8f70b3","block_type":"box","text":"performance of the board in overseeing and advising management. To ensure accountability for their decisions on behalf of","page_number":113,"box":{"x":89,"y":312,"width":867,"height":13}},{"id":"059a0ce9-badc-435b-b1b1-f144114d9977","block_type":"box","text":"shareholders, directors should stand for election on a regular basis, ideally annually.","page_number":113,"box":{"x":89,"y":327,"width":583,"height":13}},{"id":"6d508c77-c24b-4799-9b07-72dd582ce4ad","block_type":"box","text":"(5)","page_number":113,"box":{"x":674,"y":325,"width":14,"height":8}},{"id":"44428ac6-3259-4453-88be-ecd6cc544649","block_type":"box","text":"Annual director elections allow","page_number":113,"box":{"x":693,"y":327,"width":217,"height":10}},{"id":"662e5926-abe2-4377-a226-daeeef493c61","block_type":"box","text":"shareholders to reaffirm their support for, or concerns about, board members’ decisions in a timely manner. When board","page_number":113,"box":{"x":89,"y":342,"width":842,"height":13}},{"id":"88e832c8-75a1-4606-9782-0a6511073944","block_type":"box","text":"members are not elected annually, we consider it good practice for boards to have a rotation policy to ensure that, through a","page_number":113,"box":{"x":89,"y":358,"width":871,"height":12}},{"id":"09257c27-cd71-4280-9c70-33affdd01629","block_type":"box","text":"board cycle, all directors have had their appointment re-confirmed, with a proportion of directors being put forward for","page_number":113,"box":{"x":89,"y":373,"width":833,"height":12}},{"id":"d5cf1f46-42f5-47c5-8c4f-8bfd7cd37c09","block_type":"box","text":"election at each shareholder meeting.","page_number":113,"box":{"x":89,"y":388,"width":262,"height":12}},{"id":"bb32c5b3-f49b-4321-b128-ceb97e81ecf4","block_type":"box","text":"Board quality and effectiveness","page_number":113,"box":{"x":89,"y":414,"width":224,"height":13}},{"id":"4221c30c-544c-486a-bc36-6c1e40d97a87","block_type":"box","text":"Regular director elections also give boards the opportunity to adjust their composition in an orderly way to reflect","page_number":113,"box":{"x":89,"y":441,"width":794,"height":12}},{"id":"fdf0c216-8b85-4152-888e-e861edb332d0","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":113,"box":{"x":89,"y":456,"width":839,"height":12}},{"id":"a84f3068-5a33-45a6-a12c-d3b9de060e81","block_type":"box","text":"brought onto the board periodically to refresh the group’s thinking, while supporting both continuity and appropriate","page_number":113,"box":{"x":89,"y":471,"width":819,"height":12}},{"id":"20a5af59-dd4a-4767-84c4-f5da3b48c10f","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":113,"box":{"x":89,"y":486,"width":850,"height":12}},{"id":"f9e88192-f4d6-44aa-8ce8-ced4e27cae27","block_type":"box","text":"experience of longer-serving directors and the fresh perspectives of directors who joined more recently.","page_number":113,"box":{"x":89,"y":501,"width":723,"height":13}},{"id":"c5bdf346-4d74-4acc-b953-c2ae74012a4d","block_type":"box","text":"We appreciate when companies regularly review and assess how directors nominated for election contribute to the","page_number":113,"box":{"x":88,"y":528,"width":806,"height":12}},{"id":"5c96a916-59a5-4432-affa-de93fcde2f36","block_type":"box","text":"effectiveness of the board. In our view, the company’s assessment should consider a number of factors, including each","page_number":113,"box":{"x":89,"y":543,"width":830,"height":12}},{"id":"af7668cf-b932-4321-a480-86fc79877bb9","block_type":"box","text":"director’s independence and time commitments, as well as the breadth and relevance of director experiences and skillsets,","page_number":113,"box":{"x":89,"y":558,"width":856,"height":12}},{"id":"c6073016-bfcb-4fc2-906d-fcfdcff659b7","block_type":"box","text":"and how these collectively contribute to the board’s effectiveness in advising and overseeing management in delivering long","page_number":113,"box":{"x":89,"y":573,"width":875,"height":12}},{"id":"cdb6a235-6175-4ea3-b1e9-bbb23e76d513","block_type":"box","text":"term financial returns.","page_number":113,"box":{"x":88,"y":588,"width":154,"height":10}},{"id":"b56a12b7-6359-4790-8251-e2bd31867fd3","block_type":"box","text":"Director independence","page_number":113,"box":{"x":89,"y":615,"width":165,"height":12}},{"id":"b20cc61d-7501-4ac6-82ab-6dc871945052","block_type":"box","text":"Director independence — from management, significant shareholders, or other related parties — is a central tenet of sound","page_number":113,"box":{"x":89,"y":641,"width":865,"height":12}},{"id":"a2e0ddaa-e597-43ea-9b2f-b40fbb36b334","block_type":"box","text":"corporate governance across markets.","page_number":113,"box":{"x":89,"y":656,"width":267,"height":13}},{"id":"8c184795-db64-4f52-b05c-af5cf43a593e","block_type":"box","text":"(6)","page_number":113,"box":{"x":357,"y":654,"width":15,"height":8}},{"id":"f8a51cd3-c664-498f-96cf-98753aaa7a73","block_type":"box","text":"We look to boards to have a sufficient number of independent directors, free from","page_number":113,"box":{"x":377,"y":656,"width":571,"height":13}},{"id":"2be3cd11-28d4-4500-82c4-6a29abac8a96","block_type":"box","text":"conflicts of interest or undue influence, to ensure objectivity in the decision-making of the board and its ability to oversee","page_number":113,"box":{"x":89,"y":671,"width":848,"height":13}},{"id":"5ad01a3e-3d60-4fd0-87c6-c90be5bacf35","block_type":"box","text":"management. We generally consider it good practice for independent directors to make a majority of the board, or in the case","page_number":113,"box":{"x":89,"y":686,"width":879,"height":13}},{"id":"58e0166f-095e-419b-b582-ef488bc5113d","block_type":"box","text":"of controlled companies, at least one-third.","page_number":113,"box":{"x":89,"y":702,"width":300,"height":12}},{"id":"8550d2bb-63b8-4757-a6e4-19dbfc29790b","block_type":"box","text":"Common impediments to independence may include but are not limited to:","page_number":113,"box":{"x":89,"y":728,"width":528,"height":12}},{"id":"d6732667-0e29-4252-8bed-38e23b0c4de8","block_type":"box","text":"• Current or recent employment at the company or a subsidiary","page_number":113,"box":{"x":89,"y":748,"width":465,"height":12}},{"id":"1a2330e6-07bc-420c-914c-7fc910d68bb7","block_type":"box","text":"• Being, or representing, a shareholder with a substantial shareholding in the company","page_number":113,"box":{"x":89,"y":768,"width":627,"height":13}},{"id":"45844bee-b348-473c-ba11-181b11267fc5","block_type":"box","text":"• Interlocking directorates","page_number":113,"box":{"x":89,"y":788,"width":202,"height":13}},{"id":"9c88896d-4450-43f9-9c16-fb88c2e0c1ef","block_type":"box","text":"(5) In most markets, directors stand for re-election on an annual or triennial basis, as determined by corporate law, market regulation or voluntary b","page_number":113,"box":{"x":89,"y":828,"width":839,"height":10}},{"id":"e902f759-51a2-44b7-ad73-3e0bdad8531c","block_type":"box","text":"est","page_number":113,"box":{"x":929,"y":829,"width":16,"height":7}},{"id":"01bee589-0329-49b9-a94d-e808bf7c928a","block_type":"box","text":"practice.","page_number":113,"box":{"x":121,"y":842,"width":47,"height":9}},{"id":"c907f571-4e69-4675-abb0-802da7334b6a","block_type":"box","text":"(6) For example, please see: Tokyo Stock Exchange, “Japan’s Corporate Governance Code,” June 11, 2021; Financial Reporting Council, “UK Corporate G","page_number":113,"box":{"x":89,"y":856,"width":857,"height":10}},{"id":"97c3ec62-46ce-413c-871e-b7e64a5bcdc1","block_type":"box","text":"ov","page_number":113,"box":{"x":948,"y":858,"width":17,"height":6}},{"id":"65d92521-6dfd-42c9-8dc0-0947ae9f7cd4","block_type":"box","text":"ernance Code,” January 2024, accessed in December 2025.","page_number":113,"box":{"x":121,"y":868,"width":327,"height":10}},{"id":"577b073a-d3b7-43a9-947b-eb534be871e6","block_type":"box","text":"A-24","page_number":113,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"3024977e-1c7e-4b2c-ba09-528cd93b9d96","block_type":"box","text":"• Having any other interest, business, or other relationship which could, or could reasonably be perceived to, materially","page_number":114,"box":{"x":89,"y":44,"width":853,"height":12}},{"id":"6317cf97-7fa0-4b45-b567-eac7a01be038","block_type":"box","text":"interfere with a director’s ability to act in the best interests of the company and shareholders","page_number":114,"box":{"x":122,"y":59,"width":646,"height":12}},{"id":"70da37cb-f5b3-488a-91bf-42fe41697330","block_type":"box","text":"In our experience, boards are most effective at overseeing and advising management when there is a senior, independent","page_number":114,"box":{"x":89,"y":85,"width":848,"height":13}},{"id":"adaa7543-f5d7-48eb-897e-df05157bc549","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":114,"box":{"x":89,"y":101,"width":838,"height":12}},{"id":"ad321813-bf99-4798-a6d1-1490fc10aae7","block_type":"box","text":"designated as a lead independent director. The role of this director is to support independent board members in fulfilling their","page_number":114,"box":{"x":89,"y":116,"width":879,"height":12}},{"id":"8ff32e73-6ca3-4ab5-b0d6-557d88da529b","block_type":"box","text":"oversight responsibilities effectively by shaping the agenda, ensuring adequate information is provided to the board, and","page_number":114,"box":{"x":89,"y":131,"width":840,"height":12}},{"id":"64eeb876-fd14-4ff5-b96a-f26a26e71667","block_type":"box","text":"encouraging independent director participation in board deliberations. We appreciate when the lead independent director or","page_number":114,"box":{"x":89,"y":146,"width":869,"height":12}},{"id":"8e03a0a0-7e80-4267-82e8-007dfe1325ce","block_type":"box","text":"another appropriate director is available to meet with shareholders to explain and contextualize a company’s approach as a","page_number":114,"box":{"x":89,"y":161,"width":861,"height":12}},{"id":"13bdf3c4-0c44-4757-aa0c-0294345bb00b","block_type":"box","text":"situation warrants.","page_number":114,"box":{"x":89,"y":177,"width":129,"height":9}},{"id":"92c36049-74d6-4c55-a529-0f14e15b035e","block_type":"box","text":"Boards may face matters that could involve conflicts of interest for executives or affiliated directors, or that require additional","page_number":114,"box":{"x":89,"y":203,"width":871,"height":12}},{"id":"d9519fb2-d8db-42ec-87e4-9d74ea76c550","block_type":"box","text":"focus. It is our view that objective oversight of such matters is best achieved when the board forms committees with a","page_number":114,"box":{"x":88,"y":218,"width":828,"height":12}},{"id":"fa4375a7-11f5-4d58-874b-4232e5b9f77f","block_type":"box","text":"majority of independent directors, depending on market norms and a company’s ownership structure. In many markets,","page_number":114,"box":{"x":89,"y":233,"width":840,"height":12}},{"id":"8fad4eb6-7b05-434a-89c7-3ba0ab2b27eb","block_type":"box","text":"these committees of the board specialize in audit, director nominations, and compensation matters, among others. An ad","page_number":114,"box":{"x":88,"y":248,"width":852,"height":12}},{"id":"9538e07b-b673-43fe-9c4c-faaf2a5676bd","block_type":"box","text":"hoc committee might also be formed to decide on a special transaction, particularly one involving a related party, or to","page_number":114,"box":{"x":89,"y":263,"width":828,"height":12}},{"id":"bb6d29db-baf2-4e27-b6d4-be4352d733c4","block_type":"box","text":"investigate a significant adverse event.","page_number":114,"box":{"x":89,"y":278,"width":268,"height":13}},{"id":"ce5b9663-7f50-432b-bc2f-dcce31a91a4b","block_type":"box","text":"Sufficient capacity","page_number":114,"box":{"x":88,"y":305,"width":134,"height":12}},{"id":"0606dc86-f42b-4c1a-83d6-17379996ffda","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":114,"box":{"x":88,"y":331,"width":836,"height":12}},{"id":"9b9de0f6-e179-439a-b560-0f9343055b4a","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":114,"box":{"x":89,"y":346,"width":806,"height":13}},{"id":"44a9bb51-eb55-48ff-9091-621ae10745aa","block_type":"box","text":"responsibilities — including when there are unforeseen events — and therefore, we consider it best practice when they don’t","page_number":114,"box":{"x":89,"y":361,"width":872,"height":13}},{"id":"8cfc8a76-b3f4-447b-9294-2f1461886acb","block_type":"box","text":"take on an excessive number of roles that would impair their ability to fulfill their duties.","page_number":114,"box":{"x":88,"y":376,"width":613,"height":13}},{"id":"2208394a-5518-4316-96b1-2a3d6656ed68","block_type":"box","text":"Board composition","page_number":114,"box":{"x":89,"y":403,"width":135,"height":12}},{"id":"7812c991-a254-4d4d-bcdd-52d2f2bf9458","block_type":"box","text":"In assessing board composition, we take into account a company’s board size, business model, strategy, market","page_number":114,"box":{"x":89,"y":429,"width":781,"height":13}},{"id":"35508dec-f2b0-4ab6-a59c-6313d633097f","block_type":"box","text":"capitalization, and ownership structure, as well as the market in which the company operates. We find it helpful when","page_number":114,"box":{"x":89,"y":445,"width":822,"height":12}},{"id":"16bda602-2c7f-485c-af27-418bc15b926a","block_type":"box","text":"companies explain how their approach to board composition supports the company’s governance practices.","page_number":114,"box":{"x":89,"y":460,"width":757,"height":12}},{"id":"d52840c1-35f6-46b3-8f75-562793f93695","block_type":"box","text":"When nominating directors to the board, we look to companies to provide sufficient information on the individual candidates","page_number":114,"box":{"x":88,"y":486,"width":877,"height":12}},{"id":"c8c696dc-7b9e-44ac-b9ca-69db090f6d9e","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":114,"box":{"x":89,"y":501,"width":854,"height":13}},{"id":"ac9cd52f-808a-42ca-9642-632cc59693ce","block_type":"box","text":"composition. These disclosures should explain how the collective experience and expertise of the board, as well as the","page_number":114,"box":{"x":89,"y":516,"width":827,"height":13}},{"id":"397d3298-32c0-45c7-87b2-85eb12fa6a79","block_type":"box","text":"particular skillsets of individual directors, aligns with the company’s long-term strategy. Highly qualified, engaged directors","page_number":114,"box":{"x":89,"y":531,"width":859,"height":13}},{"id":"eeca8ae7-c822-4d2f-846b-63c65f5c0a20","block_type":"box","text":"with professional characteristics relevant to a company’s business and strategy enhance the ability of the board to add value","page_number":114,"box":{"x":88,"y":547,"width":871,"height":12}},{"id":"99a8e1e6-b517-45e0-8796-a23f572c507a","block_type":"box","text":"and be the voice of shareholders in board discussions.","page_number":114,"box":{"x":89,"y":562,"width":377,"height":9}},{"id":"2b283864-bef3-41ba-bb57-22db18c9d422","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":114,"box":{"x":89,"y":588,"width":860,"height":12}},{"id":"3b0692ea-827d-49e2-ae68-d6d4aeacf142","block_type":"box","text":"as a means of avoiding “group think” in the board’s exercise of its responsibilities to advise and oversee management. We","page_number":114,"box":{"x":89,"y":603,"width":849,"height":13}},{"id":"e5c91e0d-173a-43f1-9d6d-d96d975c8853","block_type":"box","text":"note that in many markets, policymakers have set board gender diversity goals which we may discuss with companies,","page_number":114,"box":{"x":89,"y":618,"width":830,"height":13}},{"id":"b1c54570-5164-4479-b6dc-4149db03be08","block_type":"box","text":"particularly if there is a risk their board composition may be misaligned.","page_number":114,"box":{"x":89,"y":633,"width":499,"height":13}},{"id":"ee6f1b49-c983-4dcc-904d-9fd5b9b72250","block_type":"box","text":"Auditors and audit-related issues","page_number":114,"box":{"x":88,"y":660,"width":240,"height":10}},{"id":"a9d2506f-13c4-4577-bc58-7b8af98f8e00","block_type":"box","text":"BIS recognizes the critical importance of financial statements to provide a complete and accurate portrayal of a company’s","page_number":114,"box":{"x":89,"y":686,"width":856,"height":13}},{"id":"268496dd-0668-431a-9e04-3f8c1fca4e11","block_type":"box","text":"financial condition. Accordingly, we look for the assumptions made by management, and reviewed by the auditor in","page_number":114,"box":{"x":88,"y":702,"width":810,"height":12}},{"id":"4de8d482-eb55-47eb-a3d3-52b8a055c194","block_type":"box","text":"preparing the financial statements, to be reasonable and justified.","page_number":114,"box":{"x":89,"y":717,"width":457,"height":12}},{"id":"cb09c2ab-90dc-40ec-92e8-9b114c82c649","block_type":"box","text":"We view the audit committee, or its equivalent, as responsible for overseeing the management of the independent auditor","page_number":114,"box":{"x":88,"y":743,"width":854,"height":12}},{"id":"e76b3cef-3a76-4e04-a239-0dd4c691fc8a","block_type":"box","text":"and the internal audit function at a company. The committee plays an important role in a company’s financial reporting","page_number":114,"box":{"x":89,"y":758,"width":833,"height":13}},{"id":"42a4423e-e716-48d5-9a3f-524e3b7176d3","block_type":"box","text":"system by providing independent oversight of the accounts, material financial, and, where appropriate to the jurisdiction,","page_number":114,"box":{"x":89,"y":773,"width":846,"height":13}},{"id":"5a1d6b2b-10d6-498f-aa66-a7caa12ea202","block_type":"box","text":"non-financial information and internal control frameworks. Moreover, in the absence of a dedicated risk committee, these","page_number":114,"box":{"x":89,"y":788,"width":851,"height":12}},{"id":"ee94e9a1-d6f5-4304-b23a-9f4ce455ea41","block_type":"box","text":"committees can provide oversight of Enterprise Risk Management systems.","page_number":114,"box":{"x":89,"y":804,"width":526,"height":12}},{"id":"f8e47294-7b2c-4354-a9bb-6cf0a58a1d7a","block_type":"box","text":"(7)","page_number":114,"box":{"x":617,"y":802,"width":14,"height":8}},{"id":"01d47ea6-27d5-418f-b55c-1242478f5117","block_type":"box","text":"In our view, effective audit committee","page_number":114,"box":{"x":637,"y":804,"width":262,"height":11}},{"id":"a8ca5e58-0ef3-4474-a307-ef9dadc491d3","block_type":"box","text":"A-25","page_number":114,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"3be819b8-aa57-493f-9e2b-ff26c4e3dd03","block_type":"box","text":"oversight strengthens the quality and reliability of a company’s financial statements and provides an important level of","page_number":115,"box":{"x":89,"y":44,"width":830,"height":12}},{"id":"7986091c-78dc-4937-87fc-04597b2b94de","block_type":"box","text":"reassurance to shareholders.","page_number":115,"box":{"x":89,"y":59,"width":200,"height":10}},{"id":"587ddbc1-e0a5-4d86-8ddb-c3f58571e9b7","block_type":"box","text":"We look to audit committees, or their equivalent, to have clearly articulated charters that set out their responsibilities.","page_number":115,"box":{"x":88,"y":85,"width":820,"height":13}},{"id":"d6d1df5f-7143-4bd0-a38d-61568d4029d8","block_type":"box","text":"Additionally, having a rotation plan can periodically refresh the committee membership and introduce new perspectives. We","page_number":115,"box":{"x":88,"y":101,"width":869,"height":12}},{"id":"a964d18b-6b5d-4064-8905-95e88361a5f8","block_type":"box","text":"recognize that audit committees will rely on management, internal audit, and the independent auditor to fulfill their","page_number":115,"box":{"x":89,"y":116,"width":808,"height":12}},{"id":"1d7d8878-aaf4-43a9-9684-40525f9e8ebb","block_type":"box","text":"responsibilities. However, we look to committee members to demonstrate they have relevant expertise to monitor and","page_number":115,"box":{"x":89,"y":131,"width":825,"height":12}},{"id":"52e871d8-8f4a-4cac-85e6-ca2681d91a25","block_type":"box","text":"oversee the audit process and related activities.","page_number":115,"box":{"x":89,"y":146,"width":329,"height":12}},{"id":"1f5ac75e-dee3-4234-92c4-675ea041c0d7","block_type":"box","text":"We take particular note of unexplained changes in reporting methodology, cases involving significant financial restatements,","page_number":115,"box":{"x":88,"y":172,"width":871,"height":13}},{"id":"b816f6d5-7f93-4082-83b4-dca28fdc0177","block_type":"box","text":"or ad hoc notifications of material financial weakness. In this respect, we look to audit committees to provide timely","page_number":115,"box":{"x":89,"y":188,"width":810,"height":12}},{"id":"067c0f31-b611-46ce-b1a6-981fa79d3ec7","block_type":"box","text":"disclosure on the remediation of key and critical audit matters identified either by the external auditor or internal audit","page_number":115,"box":{"x":89,"y":203,"width":827,"height":12}},{"id":"8e2fa877-e8b7-46ea-9454-5033267e33c3","block_type":"box","text":"function.","page_number":115,"box":{"x":88,"y":218,"width":62,"height":9}},{"id":"5cccc65e-2538-40a4-b07c-6d716be0a0a5","block_type":"box","text":"The integrity of financial statements depends on the auditor being free of any impediments that could compromise its ability","page_number":115,"box":{"x":88,"y":244,"width":875,"height":13}},{"id":"afc8cd4e-90c6-459b-8fdf-72a5c1f01f0b","block_type":"box","text":"to serve as an effective check on management. To that end, it is important that auditors are, and are seen to be, independent.","page_number":115,"box":{"x":88,"y":259,"width":877,"height":13}},{"id":"2beea501-8328-4e7b-9b7f-a0b5323f682a","block_type":"box","text":"Where an audit firm provides services to the company in addition to the audit, we look for the fees earned to be disclosed","page_number":115,"box":{"x":88,"y":274,"width":849,"height":13}},{"id":"e7592963-4ad3-40f6-8a1e-531c10d517a0","block_type":"box","text":"and explained. We look for audit committees to have in place a procedure for assessing the independence of the auditor and","page_number":115,"box":{"x":89,"y":290,"width":870,"height":12}},{"id":"8561aaf5-f1d7-4159-8525-86c8af2dea3d","block_type":"box","text":"the quality of the external audit process on an annual basis.","page_number":115,"box":{"x":88,"y":305,"width":416,"height":12}},{"id":"70058d50-f586-434a-9319-56d1d135b08f","block_type":"box","text":"Comprehensive disclosure provides investors with an understanding of the company’s long-term operational risk","page_number":115,"box":{"x":89,"y":331,"width":791,"height":12}},{"id":"2fec0790-cf06-4f7e-bdf9-29ce7fcc4dfe","block_type":"box","text":"management practices and, more broadly, the quality of the board’s oversight. We look to the audit or risk committee to","page_number":115,"box":{"x":89,"y":346,"width":839,"height":13}},{"id":"b610dacc-0d17-46a6-b728-b89e7f991ce5","block_type":"box","text":"periodically review the company’s risk assessment and risk management policies and the significant risks and exposures","page_number":115,"box":{"x":89,"y":361,"width":843,"height":13}},{"id":"edd0516f-1f39-45a6-b44a-a0ae4d9c67c8","block_type":"box","text":"identified by management, the internal auditors or the independent auditors, and management’s steps to address them. In","page_number":115,"box":{"x":89,"y":376,"width":858,"height":13}},{"id":"6fc3880c-96a1-40e6-8417-bfb49e97d8e5","block_type":"box","text":"the absence of detailed disclosures, we may conclude that companies are not adequately managing risk.","page_number":115,"box":{"x":88,"y":392,"width":732,"height":12}},{"id":"b4b2daef-f830-478c-a69e-c0f0ab1bce4c","block_type":"box","text":"Capital structure, mergers, acquisitions, asset sales, and other special situations","page_number":115,"box":{"x":89,"y":418,"width":577,"height":12}},{"id":"42941527-734f-4a8e-8fc0-6acf7bb0e323","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":115,"box":{"x":88,"y":445,"width":853,"height":12}},{"id":"91b6c270-f4f6-421c-99b1-1353bef25971","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":115,"box":{"x":88,"y":460,"width":841,"height":12}},{"id":"ea078335-2cd9-4957-93de-624a16e096b8","block_type":"box","text":"shareholders against the dilution of their interests.","page_number":115,"box":{"x":89,"y":475,"width":351,"height":12}},{"id":"510d4002-2c4d-4974-9f0b-33a8675e429e","block_type":"box","text":"In principle, we have concerns with the creation of a share class with equivalent economic exposure and differentiated voting","page_number":115,"box":{"x":89,"y":501,"width":875,"height":13}},{"id":"e7cf6630-56cf-4090-95ca-6b8344630c7e","block_type":"box","text":"rights. As a result, BIS generally supports bylaw amendments that introduce the adoption of “one share, one vote” for","page_number":115,"box":{"x":89,"y":516,"width":821,"height":13}},{"id":"1bf38567-905c-4fe6-9117-14b6dd206bcd","block_type":"box","text":"registered shareholders.","page_number":115,"box":{"x":89,"y":531,"width":167,"height":13}},{"id":"7bcd8f9b-e409-4392-b5ac-7851649678a3","block_type":"box","text":"However, we recognize that in certain markets, at least for a period of time, companies may have a valid reason for listing","page_number":115,"box":{"x":89,"y":558,"width":844,"height":12}},{"id":"a82d4d51-3cf0-470d-ab00-91b8e4313185","block_type":"box","text":"dual classes of shares with differentiated voting rights. In our view, such companies should review these share class","page_number":115,"box":{"x":89,"y":573,"width":808,"height":12}},{"id":"76c2f43a-282d-4594-80b9-907ed1c59682","block_type":"box","text":"structures on a regular basis or as company circumstances change. Additionally, they should seek shareholder approval of","page_number":115,"box":{"x":89,"y":588,"width":855,"height":12}},{"id":"c011f297-a04f-4b7f-adb0-540ac1b021dc","block_type":"box","text":"their capital structure on a periodic basis via a management proposal at the company’s shareholder meeting. The proposal","page_number":115,"box":{"x":88,"y":603,"width":859,"height":13}},{"id":"273cf90a-7c08-4c48-9b70-4dc659300abe","block_type":"box","text":"should give unaffiliated shareholders the opportunity to affirm the current structure or establish mechanisms to end or phase","page_number":115,"box":{"x":89,"y":618,"width":877,"height":13}},{"id":"5a75434d-3c5a-4c36-b0a7-7ef2d6150d29","block_type":"box","text":"out controlling structures at the appropriate time, while minimizing costs to shareholders.","page_number":115,"box":{"x":89,"y":633,"width":628,"height":13}},{"id":"56b8f31c-e562-409c-b43e-033df17a5b91","block_type":"box","text":"In assessing mergers, asset sales, or other special situations, BIS’ primary consideration is the long-term financial interests of","page_number":115,"box":{"x":89,"y":660,"width":874,"height":12}},{"id":"a17b776a-25e7-436d-a74e-0eada98e8a4c","block_type":"box","text":"our clients as shareholders, and so we will review any proposed transaction with that objective in mind. Typically, we review","page_number":115,"box":{"x":89,"y":675,"width":865,"height":12}},{"id":"fab96ea2-e333-46d8-ab5c-0be24bd2b00c","block_type":"box","text":"factors such as whether the proposed transaction has the unanimous support of the board and has been negotiated at arm’s","page_number":115,"box":{"x":88,"y":690,"width":876,"height":13}},{"id":"f9aeeef0-194d-4036-81da-9d523a8f958a","block_type":"box","text":"length, and whether the board or management has clearly explained its economic and strategic rationale. We may also seek","page_number":115,"box":{"x":89,"y":705,"width":867,"height":13}},{"id":"864f2fcb-1f04-4d5e-b081-b2df28ebb147","block_type":"box","text":"reassurance from the board that the financial interests of executives and/or board members in a given transaction have not","page_number":115,"box":{"x":89,"y":720,"width":864,"height":13}},{"id":"ec949c51-3674-4a2e-b192-a2b9e74b4293","block_type":"box","text":"adversely affected their ability to place shareholders’ interests before their own. Where the transaction involves related","page_number":115,"box":{"x":89,"y":736,"width":826,"height":12}},{"id":"e2a04840-c75f-4837-9881-3ba9543d17f1","block_type":"box","text":"parties, the recommendation to support should come from the independent directors, a best practice in most markets, and","page_number":115,"box":{"x":89,"y":751,"width":861,"height":12}},{"id":"81b8d151-5f4b-43c5-a953-7d648bac36c9","block_type":"box","text":"ideally, the terms should have been assessed through an independent appraisal process. In addition, it is good practice that it","page_number":115,"box":{"x":89,"y":766,"width":874,"height":12}},{"id":"5d30b4ae-1b3d-43f5-a3bc-c9512fce8992","block_type":"box","text":"be approved by a separate vote of the non-conflicted parties.","page_number":115,"box":{"x":89,"y":781,"width":424,"height":12}},{"id":"661da3cb-b23f-4e0c-a037-f6d1b4feeed0","block_type":"box","text":"(7) Enterprise Risk Management is a process, effected by the entity’s board of directors, management, and other personnel, applied in strategy setti","page_number":115,"box":{"x":89,"y":831,"width":836,"height":10}},{"id":"aed43892-b2e7-4f16-83a2-819c18f74f51","block_type":"box","text":"ng and","page_number":115,"box":{"x":927,"y":831,"width":38,"height":10}},{"id":"f6f60ece-576a-4dc7-b3e1-84164771e455","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":115,"box":{"x":121,"y":843,"width":818,"height":10}},{"id":"1f91eb5b-4f1a-4534-844c-5606672ed47f","block_type":"box","text":"son","page_number":115,"box":{"x":940,"y":846,"width":24,"height":5}},{"id":"2a25d543-6378-4e43-b3af-e16139871a5c","block_type":"box","text":"able assurance regarding the achievement of objectives. Please see: The Committee of Sponsoring Organizations of the Treadway Commission","page_number":115,"box":{"x":121,"y":856,"width":799,"height":10}},{"id":"3c9316da-489c-4740-b6da-837c84054804","block_type":"box","text":"(COSO), “Enterprise Risk Management,” 2023, accessed in December 2025.","page_number":115,"box":{"x":121,"y":868,"width":423,"height":10}},{"id":"d35f7482-6252-4a39-8301-380bc7954c0e","block_type":"box","text":"A-26","page_number":115,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"a3a08153-9e5d-4699-a786-d1deab0f3fce","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":116,"box":{"x":88,"y":44,"width":827,"height":12}},{"id":"a81b1068-bca9-4137-9f46-5d31ecdafbf6","block_type":"box","text":"market without unnecessary restriction. In our view, corporate mechanisms designed to limit shareholders’ ability to sell their","page_number":116,"box":{"x":89,"y":59,"width":877,"height":12}},{"id":"188d41e0-232d-4413-b783-f766f8077fe2","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":116,"box":{"x":89,"y":74,"width":863,"height":12}},{"id":"63cb9259-af57-400e-b4d1-26474949b1d6","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":116,"box":{"x":89,"y":89,"width":819,"height":13}},{"id":"51c723c2-eba4-41e3-955b-990a2148e35e","block_type":"box","text":"encourage any shareholder rights plans proposed by a board to be subject to shareholder approval upon introduction and","page_number":116,"box":{"x":89,"y":104,"width":851,"height":13}},{"id":"8469fc16-4977-4279-bb44-c2d88f36c993","block_type":"box","text":"periodically thereafter.","page_number":116,"box":{"x":89,"y":119,"width":154,"height":13}},{"id":"2e776892-0a5e-41eb-8bed-aaacf9cf9f6a","block_type":"box","text":"Executive compensation and benefits","page_number":116,"box":{"x":89,"y":146,"width":269,"height":12}},{"id":"a07b3d96-3458-40bc-aebb-191ae55e5ee5","block_type":"box","text":"Executive compensation is an important tool used by companies to support long-term financial value creation. A well","page_number":116,"box":{"x":89,"y":172,"width":826,"height":13}},{"id":"d7cd46ee-4b09-4da8-94cb-3b1c3d0efc17","block_type":"box","text":"structured compensation policy rewards the successful delivery of strategic, operational, and/or financial goals; encourages","page_number":116,"box":{"x":89,"y":188,"width":867,"height":12}},{"id":"69d4cab0-956e-4ee6-b089-c612422e744c","block_type":"box","text":"an appropriate risk appetite; and aligns the interests of shareholders and executives through equity ownership.","page_number":116,"box":{"x":89,"y":203,"width":773,"height":12}},{"id":"23bf5e50-0964-4e2d-b754-cf7cecfd9f8a","block_type":"box","text":"(8)","page_number":116,"box":{"x":864,"y":201,"width":14,"height":8}},{"id":"d2d4d9fc-2a4b-4a37-b549-c3112630163b","block_type":"box","text":"We look for a clear link between variable pay and operational and financial performance that support sustained financial","page_number":116,"box":{"x":88,"y":229,"width":840,"height":12}},{"id":"b9b908ce-9e64-4d75-a320-945eaf43055d","block_type":"box","text":"value creation for our clients as shareholders. We appreciate when performance targets incorporate ambitious objectives,","page_number":116,"box":{"x":88,"y":244,"width":849,"height":13}},{"id":"16da2fec-6da6-4fde-8391-8376872ff138","block_type":"box","text":"and the corresponding metrics are aligned with the company’s strategy and business model. BIS does not have a position on","page_number":116,"box":{"x":89,"y":259,"width":871,"height":13}},{"id":"d728a6d7-b9f3-4121-96f4-a6287d81659e","block_type":"box","text":"whether companies choose to use sustainability-related criteria in compensation structures, but, where they are included, we","page_number":116,"box":{"x":88,"y":274,"width":878,"height":13}},{"id":"4cddf46c-f147-4baa-8d87-f9cc15983876","block_type":"box","text":"look to companies to be as rigorous as they would be in setting other financial or operational targets. We appreciate when","page_number":116,"box":{"x":89,"y":290,"width":854,"height":12}},{"id":"f80a5cf6-fd8b-4ea5-8686-2166a9180a95","block_type":"box","text":"long-term incentive plans encompass timeframes that: 1) are distinct from annual executive compensation structures and","page_number":116,"box":{"x":89,"y":305,"width":855,"height":12}},{"id":"69e3500b-7cf6-4fca-bd99-2bdde5ecfa37","block_type":"box","text":"metrics, and 2) encourage the delivery of strong financial results over a period of years.","page_number":116,"box":{"x":89,"y":320,"width":608,"height":12}},{"id":"25ec58ca-0fb3-4f92-8540-923fd2ffb8ee","block_type":"box","text":"We consider it best practice when board members responsible for designing and approving executive compensation carefully","page_number":116,"box":{"x":88,"y":346,"width":878,"height":13}},{"id":"6b7b6dbf-9b5d-4974-93bc-fff7eaa9b59c","block_type":"box","text":"consider the company’s specific circumstances. Factors to consider may include the company’s risk profile, the environment","page_number":116,"box":{"x":89,"y":361,"width":870,"height":13}},{"id":"5abbbedb-6ade-4dc1-b1ee-339c10536e24","block_type":"box","text":"it operates in, and the individuals the board is trying to attract and retain. We look to the compensation committees to guard","page_number":116,"box":{"x":89,"y":376,"width":871,"height":13}},{"id":"a8a41c36-4dd6-471c-8abd-0e4ca72d041b","block_type":"box","text":"against contractual arrangements that would entitle executives to material compensation for early termination of their","page_number":116,"box":{"x":89,"y":392,"width":830,"height":12}},{"id":"0e2591e0-9dab-4bed-b78e-650147da033a","block_type":"box","text":"employment. Finally, we look for pension contributions and other deferred compensation arrangements to be reasonable in","page_number":116,"box":{"x":89,"y":407,"width":863,"height":12}},{"id":"1a081d9e-ef4b-4fd3-99cd-1651dc916693","block_type":"box","text":"light of market practices or the company’s business and executive compensation strategies.","page_number":116,"box":{"x":89,"y":422,"width":642,"height":12}},{"id":"88923a29-3721-4927-b228-63b76bc36b6b","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":116,"box":{"x":88,"y":448,"width":862,"height":13}},{"id":"0fcb9ba2-363a-4f41-ab4c-42f857f6d39b","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":116,"box":{"x":89,"y":463,"width":878,"height":13}},{"id":"51122826-d1e8-4f18-97fd-5674b05cbb38","block_type":"box","text":"was used, and how the adjusted outcome is aligned with the interests of shareholders. In addition, we acknowledge that the","page_number":116,"box":{"x":88,"y":479,"width":870,"height":12}},{"id":"1aa40b23-3a59-467a-abb1-1e27a7b56190","block_type":"box","text":"use of peer group evaluation by compensation committees can help ensure competitive pay. However, we encourage","page_number":116,"box":{"x":89,"y":494,"width":817,"height":12}},{"id":"b9749a29-661a-4512-be3f-ce734d82e96c","block_type":"box","text":"companies to clearly explain how compensation outcomes have rewarded performance rather than solely base increases in","page_number":116,"box":{"x":89,"y":509,"width":862,"height":12}},{"id":"532ce034-e5ed-48aa-a10d-3445cb42a227","block_type":"box","text":"total compensation on peer benchmarking.","page_number":116,"box":{"x":88,"y":524,"width":304,"height":12}},{"id":"0204f1fc-16cb-46c1-8a4c-671d3c23996d","block_type":"box","text":"We consider the inclusion of building clawback provisions into incentive plans as good practice. Such provisions could","page_number":116,"box":{"x":88,"y":550,"width":827,"height":13}},{"id":"1f4578e8-11f4-46ad-b823-bc297801d119","block_type":"box","text":"require executives to forgo awards when compensation was based on faulty financial statements or deceptive business","page_number":116,"box":{"x":89,"y":565,"width":833,"height":13}},{"id":"358ddff8-4b14-4529-8a59-23994515d658","block_type":"box","text":"practices, or when their behavior caused material financial harm to shareholders, material reputational risk to the company,","page_number":116,"box":{"x":89,"y":581,"width":863,"height":12}},{"id":"dc73f2d3-eab9-47d4-87bb-fb8d0f22ec59","block_type":"box","text":"or resulted in a criminal investigation.","page_number":116,"box":{"x":89,"y":596,"width":261,"height":12}},{"id":"dfdea478-a891-4f94-83dd-8716b0c9a45e","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":116,"box":{"x":89,"y":622,"width":839,"height":12}},{"id":"14e88529-f6d7-42ec-9118-9425ee894249","block_type":"box","text":"expended in fulfilling their professional responsibilities. Additionally, these compensation arrangements should not risk","page_number":116,"box":{"x":89,"y":637,"width":832,"height":13}},{"id":"e948e190-d58d-491c-8fcb-e15f24ea2fd8","block_type":"box","text":"compromising directors’ independence or aligning their interests too closely with those of the management, whom they are","page_number":116,"box":{"x":89,"y":652,"width":868,"height":13}},{"id":"d22ab6fd-e050-445f-952a-516429568bca","block_type":"box","text":"charged with overseeing.","page_number":116,"box":{"x":89,"y":668,"width":174,"height":12}},{"id":"3d2797bb-2264-43de-afde-1187a1a56b1b","block_type":"box","text":"When assessing compensation proposals, BIS reviews companies’ disclosures to determine whether the board’s approach to","page_number":116,"box":{"x":88,"y":694,"width":873,"height":12}},{"id":"5e2c9731-3300-4d19-8b6d-4dec50eaa81e","block_type":"box","text":"executive compensation is rigorous in light of the company’s stated long-term corporate strategy and specific circumstances,","page_number":116,"box":{"x":89,"y":709,"width":878,"height":12}},{"id":"60de0196-dd4f-4226-bb2c-9ea33927fad8","block_type":"box","text":"as well as local market and policy developments","page_number":116,"box":{"x":89,"y":724,"width":336,"height":13}},{"id":"2bf4a7a4-53ba-4685-af8b-552bcb7d94d1","block_type":"box","text":"When our analysis indicates that executive compensation is misaligned with company performance, BIS may not support","page_number":116,"box":{"x":88,"y":751,"width":849,"height":12}},{"id":"a020ce24-4efd-40b7-bb0e-d74510ea73a8","block_type":"box","text":"management’s proposals to approve compensation, where they are on the agenda. We may also not support members of the","page_number":116,"box":{"x":89,"y":766,"width":877,"height":12}},{"id":"4793b17a-615f-4a28-b3f6-9d5265c7e665","block_type":"box","text":"compensation committee or equivalent board members for poor compensation practices or structures.","page_number":116,"box":{"x":89,"y":781,"width":722,"height":12}},{"id":"e6786940-b4b8-4355-8364-9b9b7c3c581b","block_type":"box","text":"(8) The terms “compensation,” “remuneration,” and “pay” are used interchangeably to describe the same concept in different markets","page_number":116,"box":{"x":89,"y":868,"width":765,"height":10}},{"id":"ab71c42b-c3ad-48b7-be6f-248a79b38157","block_type":"box","text":"A-27","page_number":116,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"9ac66b66-dafb-49eb-b671-81494d73d2ef","block_type":"box","text":"Shareholder protections and other corporate","page_number":117,"box":{"x":139,"y":44,"width":778,"height":30}},{"id":"1ab3c92f-04d8-407e-831f-cbd7f22b70f7","block_type":"box","text":"governance matters","page_number":117,"box":{"x":356,"y":80,"width":344,"height":27}},{"id":"4f0fbb78-0c39-47eb-8d8f-9711b7f34eb3","block_type":"box","text":"Corporate form","page_number":117,"box":{"x":89,"y":121,"width":110,"height":12}},{"id":"0af67d4c-8972-4488-a9b5-703a1e805e52","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":117,"box":{"x":89,"y":147,"width":875,"height":13}},{"id":"19b1c980-e510-43eb-9735-0e77309fff17","block_type":"box","text":"purpose and business model.","page_number":117,"box":{"x":89,"y":162,"width":204,"height":13}},{"id":"4dbd281e-3f11-43a1-848a-270c06914203","block_type":"box","text":"(9)","page_number":117,"box":{"x":295,"y":160,"width":14,"height":8}},{"id":"af279b00-a55f-4de9-ae86-8f9a0d3e4c64","block_type":"box","text":"We look to companies proposing to change their corporate form to a public benefit","page_number":117,"box":{"x":314,"y":162,"width":583,"height":13}},{"id":"bd8fc541-e9ee-4ea8-a777-a45a99e80050","block_type":"box","text":"corporation, or similar entity, to put it to a shareholder vote if not already required to do so under applicable law. We","page_number":117,"box":{"x":89,"y":177,"width":810,"height":13}},{"id":"da7111a9-4bf6-4fa8-9426-7dcaa660bf30","block_type":"box","text":"appreciate when supporting documentation from companies or shareholders proposing to alter the corporate form clearly","page_number":117,"box":{"x":89,"y":193,"width":858,"height":12}},{"id":"c3b4052b-e49b-4199-a120-677006918ad7","block_type":"box","text":"explains how the interests of shareholders and different stakeholders would be impacted as well as the accountability and","page_number":117,"box":{"x":89,"y":208,"width":852,"height":12}},{"id":"f7dc153f-704c-4eae-b6ab-844316e32730","block_type":"box","text":"voting mechanisms that would be available to shareholders. We generally support management proposals if our analysis","page_number":117,"box":{"x":88,"y":223,"width":845,"height":12}},{"id":"0aeed234-b52f-4cbd-bf38-6a99d93456f7","block_type":"box","text":"indicates that shareholders’ financial interests are adequately protected. Corporate form shareholder proposals are evaluated","page_number":117,"box":{"x":89,"y":238,"width":873,"height":12}},{"id":"f76cdd3e-bb9c-40c7-bf3a-64e74bb410f5","block_type":"box","text":"on a case-by-case basis.","page_number":117,"box":{"x":89,"y":253,"width":168,"height":12}},{"id":"29e864d9-64fc-4db7-a582-b16ea2d9abf5","block_type":"box","text":"Shareholder proposals","page_number":117,"box":{"x":88,"y":279,"width":163,"height":13}},{"id":"9a50ba33-091a-4e48-91d0-09593538af62","block_type":"box","text":"In most markets, shareholders can submit proposals to be voted on at a company’s shareholder meeting, as long as certain","page_number":117,"box":{"x":89,"y":306,"width":862,"height":12}},{"id":"98c1cbcb-7f64-4320-bb78-9b5a9a1952dd","block_type":"box","text":"requirements are met. Shareholder proposals span a wide range of topics, including governance reforms, capital","page_number":117,"box":{"x":89,"y":321,"width":783,"height":12}},{"id":"4f9826ff-9f78-41ca-8622-e88acaffeeea","block_type":"box","text":"management, and changes in the management or disclosure of sustainability-related risks. These proposals have a varying","page_number":117,"box":{"x":89,"y":336,"width":859,"height":13}},{"id":"acb24c0a-2293-497f-88ec-43a9b925e411","block_type":"box","text":"degree of relevance for companies across sectors, locations, and business models.","page_number":117,"box":{"x":89,"y":351,"width":575,"height":13}},{"id":"c862cb73-811a-41b7-a960-2ea516fd8cd7","block_type":"box","text":"BIS takes a case-by-case approach to voting on shareholder proposals and maintains a singular focus on the proposal’s","page_number":117,"box":{"x":89,"y":378,"width":834,"height":12}},{"id":"be5b49e1-8759-4a43-8886-5492e3e84955","block_type":"box","text":"implications for long-term financial value creation for shareholders. Our analysis considers whether a shareholder proposal","page_number":117,"box":{"x":89,"y":393,"width":860,"height":12}},{"id":"9e4da4f9-f52f-47dc-b443-ce7e48d0dda2","block_type":"box","text":"addresses a material risk that may impact a company’s long-term financial performance. BIS may support shareholder","page_number":117,"box":{"x":89,"y":408,"width":827,"height":12}},{"id":"94076a6a-1474-4e97-b463-54818b01d55f","block_type":"box","text":"proposals that request disclosures that help us, as long-term investors on behalf of our clients, better understand the","page_number":117,"box":{"x":89,"y":423,"width":818,"height":12}},{"id":"b6ad7289-d47c-4b18-b93e-56ad209c53dd","block_type":"box","text":"material risks and opportunities companies face and how they are managing them, especially where this information is","page_number":117,"box":{"x":89,"y":438,"width":833,"height":13}},{"id":"a12cc5b7-d86d-42b7-86fb-42d9aed2b1ec","block_type":"box","text":"additive given the company’s existing disclosures. We look for consistency between the specific request formally made in the","page_number":117,"box":{"x":89,"y":453,"width":873,"height":13}},{"id":"600d70ab-9643-4355-b846-803893c4c110","block_type":"box","text":"proposal, the supporting documentation, and the proponents’ other communications on the issues. We also assess the","page_number":117,"box":{"x":89,"y":468,"width":833,"height":13}},{"id":"cfe1a947-ccf4-4be9-8a6f-2bf7cf461d78","block_type":"box","text":"company’s practices and disclosures and the costs and benefits to the company of meeting the request made in the","page_number":117,"box":{"x":89,"y":484,"width":810,"height":12}},{"id":"0ffcf1c8-a586-4346-8f1b-4b51731f5b44","block_type":"box","text":"proposal. We take into consideration a company’s governance practices and disclosures against those of their peers.","page_number":117,"box":{"x":89,"y":499,"width":813,"height":12}},{"id":"3195b592-91ff-4d0b-b7df-26225b8dc878","block_type":"box","text":"BIS does not support shareholder proposals that we view as inconsistent with long-term financial value or that seek to","page_number":117,"box":{"x":89,"y":525,"width":828,"height":12}},{"id":"8a31f27d-366d-4e91-be28-8730609425b7","block_type":"box","text":"micromanage companies. We take into consideration the legal effect of the proposal, as shareholder proposals may be","page_number":117,"box":{"x":89,"y":540,"width":828,"height":13}},{"id":"806c4955-6298-45dd-8760-5e522dd719e0","block_type":"box","text":"advisory or legally binding depending on the jurisdiction, while others may make requests that would be deemed illegal in a","page_number":117,"box":{"x":89,"y":555,"width":864,"height":13}},{"id":"939a6c0c-58b9-431b-ae1d-934dbb2e5bad","block_type":"box","text":"given jurisdiction.","page_number":117,"box":{"x":89,"y":570,"width":122,"height":13}},{"id":"b66480d2-a2b8-41da-a9ed-2910e209756d","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":117,"box":{"x":89,"y":597,"width":857,"height":12}},{"id":"fed013a4-cd1e-4a7a-a429-c1980e03aae5","block_type":"box","text":"advised on the proposal. We recognize that some shareholder proposals bundle topics and/or specific requests. Further, the","page_number":117,"box":{"x":89,"y":612,"width":866,"height":12}},{"id":"7a91f785-e78c-4156-9bd9-aabd91ce6b9c","block_type":"box","text":"proponent’s supporting statement may refer to topics that are not directly related to the request made in the proposal. In","page_number":117,"box":{"x":89,"y":627,"width":846,"height":13}},{"id":"27e42aa3-64d9-4638-bd91-1c46fad7a8ff","block_type":"box","text":"voting on behalf of clients, we must vote yes or no on the proposal as phrased by the proponent. Therefore, when we vote in","page_number":117,"box":{"x":88,"y":642,"width":871,"height":13}},{"id":"0132f352-431e-48e7-a224-428d9973b2e8","block_type":"box","text":"support of a proposal, we are not necessarily endorsing every element of the proposal or the reasoning, objectives, or","page_number":117,"box":{"x":89,"y":657,"width":821,"height":13}},{"id":"fd1cd38a-5f4f-4040-8e3a-cd1eef7a7fdf","block_type":"box","text":"supporting statement of the proponent. We may support a proposal for different reasons than those put forth by the","page_number":117,"box":{"x":89,"y":673,"width":813,"height":12}},{"id":"edf37a9a-7585-4b8a-b3da-4cd516de55cd","block_type":"box","text":"proponent, when we believe that overall it may advance our clients’ long-term financial interests.","page_number":117,"box":{"x":89,"y":688,"width":676,"height":12}},{"id":"c58468d0-9ca6-406b-ba32-f430aa11ff7c","block_type":"box","text":"BlackRock is subject to certain rules, regulations, agency guidance, and contractual agreements that place restrictions and","page_number":117,"box":{"x":89,"y":714,"width":856,"height":12}},{"id":"9a48e7bd-842c-422c-b8e0-56252a85236b","block_type":"box","text":"limitations on how BlackRock can interact with the companies in which we invest on behalf of our clients. BlackRock does","page_number":117,"box":{"x":89,"y":729,"width":852,"height":13}},{"id":"65abc3d9-e938-4c59-a86e-0074d1889f7d","block_type":"box","text":"not nominate directors for board elections or submit shareholder proposals to companies. Non-compliance with these","page_number":117,"box":{"x":89,"y":744,"width":829,"height":13}},{"id":"89d93661-d9d4-4435-a5bb-6afb79dcf201","block_type":"box","text":"requirements could adversely affect BlackRock’s ability to serve its clients’ interests.","page_number":117,"box":{"x":89,"y":759,"width":582,"height":13}},{"id":"bdff08fa-d219-4f27-bd76-7fd96318c167","block_type":"box","text":"(9) Corporate form refers to the legal structure by which a business is organized.","page_number":117,"box":{"x":89,"y":868,"width":462,"height":10}},{"id":"70e05f93-d6c2-4b3c-9e6b-e30fc3ef4946","block_type":"box","text":"A-28","page_number":117,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"77ba03bd-9f41-4cea-80a6-e1bbab81ede0","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":118,"box":{"x":89,"y":44,"width":387,"height":12}},{"id":"d7c04ede-9726-4ede-8260-e9e33e574be0","block_type":"box","text":"Appropriate oversight of material risks and opportunities, including material sustainability-related risks and opportunities, is","page_number":118,"box":{"x":88,"y":70,"width":868,"height":13}},{"id":"2bfa7cc4-d637-413b-bbaa-8b39fa5d8faf","block_type":"box","text":"an important component of having an effective governance framework that supports durable, long-term financial value","page_number":118,"box":{"x":89,"y":85,"width":836,"height":13}},{"id":"d52d4f84-ad9d-4f2e-be9a-370455db7e11","block_type":"box","text":"creation.","page_number":118,"box":{"x":89,"y":102,"width":59,"height":8}},{"id":"b622ffc0-2a2d-4a01-819e-9f62f97bb225","block_type":"box","text":"(10)","page_number":118,"box":{"x":150,"y":99,"width":20,"height":8}},{"id":"a511b05d-a80c-4a0a-9364-1d065de3e383","block_type":"box","text":"We look to companies to provide robust disclosure that allows investors to effectively evaluate companies’ strategy and","page_number":118,"box":{"x":88,"y":127,"width":835,"height":12}},{"id":"3cf88a07-d1b6-4310-8eac-95f18a88fadd","block_type":"box","text":"business practices related to material sustainability-related risks and opportunities. We find it helpful when companies’","page_number":118,"box":{"x":89,"y":142,"width":831,"height":12}},{"id":"f3cd0571-f85c-45cd-baa3-9e8eac8704fa","block_type":"box","text":"disclosures demonstrate that they have a resilient business model that integrates material sustainability-related risks and","page_number":118,"box":{"x":89,"y":157,"width":846,"height":13}},{"id":"48336a5b-abb2-446c-b239-41d541205c02","block_type":"box","text":"opportunities into their strategy, risk management, and metrics and targets, including industry-specific metrics.","page_number":118,"box":{"x":89,"y":172,"width":781,"height":13}},{"id":"23f7a928-eef3-4c2d-8e8a-c7495dec858c","block_type":"box","text":"Standardized disclosure of sustainability-related data supports investors in making informed decisions. The International","page_number":118,"box":{"x":88,"y":199,"width":844,"height":12}},{"id":"ca38d480-6c30-42e5-9fcb-4bd775f8f3cf","block_type":"box","text":"Sustainability Standards Board (ISSB) standards, IFRS S1 and S2, represent one such approach to standardization that we find","page_number":118,"box":{"x":88,"y":214,"width":879,"height":12}},{"id":"ac53b737-c163-4763-8b53-4f804772fad7","block_type":"box","text":"useful in our analysis.","page_number":118,"box":{"x":89,"y":229,"width":149,"height":12}},{"id":"2d35340a-73e8-49e3-b5f2-eab8a01dce40","block_type":"box","text":"(11)","page_number":118,"box":{"x":240,"y":227,"width":20,"height":8}},{"id":"c6317059-ea38-4a0f-891f-51492c2a8866","block_type":"box","text":"However, we do not mandate any specific disclosure framework companies should use, and","page_number":118,"box":{"x":266,"y":229,"width":642,"height":12}},{"id":"e12c1559-d936-4974-ac65-6b475706e85a","block_type":"box","text":"recognize that companies may report using different standards, some of which may be required by regulation. In such cases,","page_number":118,"box":{"x":89,"y":244,"width":870,"height":13}},{"id":"7444c080-15eb-4180-9e95-8eed6e4360e4","block_type":"box","text":"we ask that companies highlight the metrics that are industry- or company-specific.","page_number":118,"box":{"x":88,"y":259,"width":588,"height":13}},{"id":"3d36fce8-eac5-48f0-9862-f74a638c9513","block_type":"box","text":"We also recognize that companies may be phasing in reporting over several years. We do not prescribe timelines regarding","page_number":118,"box":{"x":88,"y":286,"width":855,"height":12}},{"id":"7c994db9-561f-4f83-9577-04994a834fb4","block_type":"box","text":"when companies should make sustainability-related disclosures but appreciate it when companies produce them sufficiently","page_number":118,"box":{"x":88,"y":301,"width":874,"height":12}},{"id":"dd494637-652c-4f07-806e-03caffe1019c","block_type":"box","text":"in advance of their shareholder meeting, to the best of their abilities, to provide investors with time to assess the data and","page_number":118,"box":{"x":89,"y":316,"width":850,"height":12}},{"id":"b4f6e338-57ad-4ff5-b232-1b4135ba13d2","block_type":"box","text":"make informed voting decisions.","page_number":118,"box":{"x":89,"y":331,"width":226,"height":12}},{"id":"00f70f69-97c5-45c8-9cb4-7bf842318428","block_type":"box","text":"Industry initiatives on managing specific operational risks may also provide useful guidance to companies on best practices","page_number":118,"box":{"x":89,"y":358,"width":863,"height":12}},{"id":"ae2c3850-0d39-48de-a813-1aef552f56af","block_type":"box","text":"and disclosures. While not a voting item, we find it helpful to our understanding of investment risk when companies disclose","page_number":118,"box":{"x":89,"y":373,"width":872,"height":12}},{"id":"b46b5744-806f-4bda-91e9-e2f4b1e9e18d","block_type":"box","text":"any relevant global sustainability-related standards adopted, the industry initiatives in which they participate, any peer group","page_number":118,"box":{"x":89,"y":388,"width":871,"height":12}},{"id":"49b79bab-20a8-42ca-85c6-b352ab87f56f","block_type":"box","text":"benchmarking undertaken, and any assurance processes to help investors understand their approach to sustainable and","page_number":118,"box":{"x":89,"y":403,"width":842,"height":12}},{"id":"3bc6f53d-5e29-48e6-821e-33434e160ef2","block_type":"box","text":"responsible business practices.","page_number":118,"box":{"x":89,"y":418,"width":215,"height":12}},{"id":"91d0ad88-0373-4ac6-ab85-2e25495232c9","block_type":"box","text":"Climate and nature-related risk","page_number":118,"box":{"x":105,"y":445,"width":225,"height":9}},{"id":"08824515-d307-4d9d-ab9e-844509b877fe","block_type":"box","text":"Many companies are assessing how to navigate the low-carbon transition while delivering long-term financial value to","page_number":118,"box":{"x":89,"y":471,"width":828,"height":12}},{"id":"6aca6466-97a5-408f-927d-1160bb699fa0","block_type":"box","text":"investors. For companies facing material climate-related risks, we find it helpful when they publicly disclose, consistent with","page_number":118,"box":{"x":89,"y":486,"width":865,"height":12}},{"id":"c951a28b-0640-4c77-97b9-39d5e1fd4aa0","block_type":"box","text":"their business model and sector, how they intend to deliver long-term financial performance through the low-carbon","page_number":118,"box":{"x":88,"y":501,"width":819,"height":13}},{"id":"ac0aa653-9088-41d6-9c68-b5be2d0af46b","block_type":"box","text":"transition, including where available, their transition plan.","page_number":118,"box":{"x":88,"y":516,"width":400,"height":13}},{"id":"8d4c4428-746a-4c87-8ac4-9097a5b9b65f","block_type":"box","text":"(12), (13)","page_number":118,"box":{"x":490,"y":514,"width":50,"height":8}},{"id":"a01b0e33-4af9-4373-ad06-2d438634a83a","block_type":"box","text":"From company disclosures and engagement, we seek to","page_number":118,"box":{"x":546,"y":516,"width":393,"height":13}},{"id":"a8b1566a-4d1b-4868-851d-076f1a29271e","block_type":"box","text":"understand the strategies companies have in place to manage material risks to, and opportunities for, their long-term","page_number":118,"box":{"x":89,"y":531,"width":820,"height":13}},{"id":"16df8bb7-d60f-4f26-aaab-ecb77ced3353","block_type":"box","text":"business model associated with a range of climate-related scenarios.","page_number":118,"box":{"x":89,"y":547,"width":481,"height":12}},{"id":"69877c1f-7849-4b9b-a2f4-62fc71ed5860","block_type":"box","text":"Recognizing the value of these disclosures, certain markets such as the European Union mandate large companies to disclose","page_number":118,"box":{"x":89,"y":573,"width":878,"height":12}},{"id":"ca34f767-18ce-4394-a920-96f981180a3d","block_type":"box","text":"such climate-related financial information, while in other jurisdictions these disclosures are viewed as best practice in the","page_number":118,"box":{"x":89,"y":588,"width":847,"height":12}},{"id":"05a0e8dc-e649-4d4b-b90d-dfa37506ef6a","block_type":"box","text":"market.","page_number":118,"box":{"x":89,"y":603,"width":52,"height":10}},{"id":"835ce5fd-c308-40e4-aac0-32756f064483","block_type":"box","text":"(10) By material sustainability-related risks and opportunities, we mean the drivers of risk and financial value creation in a company’s business mo","page_number":118,"box":{"x":89,"y":659,"width":824,"height":10}},{"id":"b1dc2707-c734-4008-9127-d5e120ba023b","block_type":"box","text":"del that","page_number":118,"box":{"x":914,"y":659,"width":42,"height":8}},{"id":"6432eecc-be40-4907-b0b9-d9a1150b8429","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":118,"box":{"x":121,"y":672,"width":826,"height":10}},{"id":"44891b30-ceeb-43b4-9eec-7db71971a2ba","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":118,"box":{"x":121,"y":685,"width":832,"height":9}},{"id":"c8733b3f-7585-4bfa-91dc-119b6002013f","block_type":"box","text":"which a company operates, customer loyalty, and relationships with regulators.","page_number":118,"box":{"x":121,"y":697,"width":443,"height":10}},{"id":"64f104a1-98f1-46f0-93bf-e01edf79b6bd","block_type":"box","text":"(11) The ISSB is an independent standard-setting body within the International Financial Reporting Standards (IFRS) Foundation. The standards bui","page_number":118,"box":{"x":89,"y":712,"width":831,"height":10}},{"id":"ea03cdcf-72d3-4c3f-985b-fc4e07613b95","block_type":"box","text":"ld on","page_number":118,"box":{"x":922,"y":712,"width":26,"height":8}},{"id":"194a7412-bcb0-409a-a7dd-63bd909af246","block_type":"box","text":"the Task Force on Climate-related Financial Disclosures (TCFD) framework and the standards and metrics developed by the Sustainability Accounting","page_number":118,"box":{"x":121,"y":725,"width":838,"height":10}},{"id":"0c054462-1aad-4e32-8477-ef57c7e96310","block_type":"box","text":"Standards Board (SASB), which have both converged under the ISSB. Please refer to the IFRS website to learn more about the framework and stan","page_number":118,"box":{"x":121,"y":737,"width":821,"height":10}},{"id":"30ee42cc-4f03-4e91-a2ba-cc421280260d","block_type":"box","text":"dards S1 “General Requirements for Disclosure of Sustainability-related Financial Information” and S2 “Climate-related Disclosures.” Websites","page_number":118,"box":{"x":121,"y":750,"width":795,"height":10}},{"id":"30e3827a-990b-417e-af96-3a8e7def1afa","block_type":"box","text":"accessed in December 2025.","page_number":118,"box":{"x":121,"y":763,"width":159,"height":7}},{"id":"16d18fcb-08f0-4ad1-9a37-3e47f20d4ad3","block_type":"box","text":"(12) We have observed that more companies are developing such plans, and public policymakers in certain markets are signaling their intentions to req","page_number":118,"box":{"x":89,"y":778,"width":852,"height":10}},{"id":"60ba013b-ba58-4e44-a7fa-e2cc660d9d8b","block_type":"box","text":"uire","page_number":118,"box":{"x":943,"y":779,"width":19,"height":7}},{"id":"b3f48bb3-d81f-4031-aa79-0c5cdc8721d8","block_type":"box","text":"them or already have requirements in place, such as Australia, Brazil, and the European Union (please see the International Transition Plan Network fo","page_number":118,"box":{"x":121,"y":790,"width":832,"height":10}},{"id":"464ac0c7-391e-4d38-aef4-765bdfddbc8d","block_type":"box","text":"for","page_number":118,"box":{"x":952,"y":793,"width":12,"height":5}},{"id":"66a063e1-08ff-45e4-b4bc-63445add7ee7","block_type":"box","text":"information). We view transition plans as a method for a company to both internally assess and externally communicate its long-term strategy, ambi","page_number":118,"box":{"x":121,"y":803,"width":837,"height":10}},{"id":"abe7700f-194b-4a22-a48f-b74a2185c147","block_type":"box","text":"tion, objectives, and actions to create financial value through the global transition towards a low-carbon economy. Across the landscape there rema","page_number":118,"box":{"x":121,"y":816,"width":827,"height":9}},{"id":"5aa45780-6aa9-499e-a55b-267ff3d0f920","block_type":"box","text":"ins","page_number":118,"box":{"x":949,"y":816,"width":15,"height":7}},{"id":"20b9cc5f-3134-43bc-9315-38eeec2db58f","block_type":"box","text":"divergence on the objectives of such plans and the details they should contain. While transition plans can be helpful disclosure, BIS does not make the","page_number":118,"box":{"x":121,"y":828,"width":841,"height":10}},{"id":"bd40122c-ccbc-49c2-9736-d675c7dc8e63","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":118,"box":{"x":121,"y":841,"width":835,"height":10}},{"id":"fbf55cb3-a66a-4115-be1f-d67762c1535c","block_type":"box","text":"their planned actions and resource implications. Website accessed in December 2025.","page_number":118,"box":{"x":121,"y":853,"width":480,"height":10}},{"id":"1d223583-8ac1-485d-a5b2-1bcbc29da5a2","block_type":"box","text":"(13) For more information, please see our commentary “Climate-related risks and a low-carbon transition,” December 2025.","page_number":118,"box":{"x":89,"y":868,"width":701,"height":10}},{"id":"e053d81f-bfa8-40f5-b9a1-21ca1f0950b1","block_type":"box","text":"A-29","page_number":118,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"380bc35a-e972-4aaa-8935-78a73fc408cd","block_type":"box","text":"The ISSB standards provide one such framework that can assist investors in assessing company-specific climate-related risks","page_number":119,"box":{"x":88,"y":44,"width":876,"height":12}},{"id":"8e2f45ef-7c17-46fc-9ac9-411ee068c937","block_type":"box","text":"and opportunities, and informing investment decisions. Such disclosures also provide investors with insights into how","page_number":119,"box":{"x":89,"y":59,"width":825,"height":12}},{"id":"b5374bad-5904-42b7-9f0c-e4f4d5896bca","block_type":"box","text":"companies are managing the risks associated with a transition to a low-carbon economy by managing their own carbon","page_number":119,"box":{"x":89,"y":74,"width":841,"height":12}},{"id":"953c1ac2-0a14-490d-9544-7201c564d4a7","block_type":"box","text":"emissions or emissions intensities to the extent financially practicable.","page_number":119,"box":{"x":89,"y":89,"width":490,"height":13}},{"id":"9d1e7b9a-8602-4c10-9416-6e64028ee092","block_type":"box","text":"The ISSB standards, for example, contemplate disclosures on how companies are setting short-, medium- and long-term","page_number":119,"box":{"x":88,"y":116,"width":846,"height":12}},{"id":"f8f6e37e-6c54-48f1-a68e-a17ba8e6a6aa","block_type":"box","text":"targets, ideally science-based where these are available for their sector, for scope 1 and 2 greenhouse gas emissions (GHG)","page_number":119,"box":{"x":88,"y":131,"width":860,"height":12}},{"id":"893d72f9-ae20-4cbd-a2f4-89402d2e9b66","block_type":"box","text":"reductions and to demonstrate how their targets are consistent with the long-term financial interests of their investors.","page_number":119,"box":{"x":89,"y":146,"width":833,"height":12}},{"id":"26fa91ad-c9af-4391-9316-50192b339c95","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":119,"box":{"x":88,"y":172,"width":871,"height":13}},{"id":"e3a4b086-8442-4646-9a84-1f2c5cf12202","block_type":"box","text":"3 emissions differently from scopes 1 and 2, given methodological complexity, regulatory uncertainty, concerns about","page_number":119,"box":{"x":89,"y":188,"width":824,"height":12}},{"id":"fc6ccfb6-242c-4d5c-87f7-9964153a308c","block_type":"box","text":"double-counting, and lack of direct control by companies. We welcome disclosures and commitments that companies","page_number":119,"box":{"x":89,"y":203,"width":827,"height":12}},{"id":"5da26332-d746-4f97-b830-e7601c9f2308","block_type":"box","text":"choose to make regarding material scope 3 emissions and recognize that these are provided on a good-faith basis as","page_number":119,"box":{"x":89,"y":218,"width":816,"height":12}},{"id":"8d50cbad-291f-48e9-960d-4cb73b8b5206","block_type":"box","text":"methodology develops.","page_number":119,"box":{"x":89,"y":233,"width":162,"height":12}},{"id":"28cdda68-164a-469e-88de-64ae24d90886","block_type":"box","text":"In addition to climate-related risks and opportunities, for companies whose strategies, operations or supply chains are","page_number":119,"box":{"x":89,"y":259,"width":827,"height":13}},{"id":"4bed1ac9-33c6-46da-a84b-7013dfe7a0d0","block_type":"box","text":"materially reliant on natural capital, nature-related risks and opportunities may affect their ability to generate long-term","page_number":119,"box":{"x":89,"y":274,"width":835,"height":13}},{"id":"8cb51908-5cd5-425e-aa3e-e20514bae5a8","block_type":"box","text":"financial returns.","page_number":119,"box":{"x":88,"y":290,"width":117,"height":9}},{"id":"e6d53e6b-b61d-444f-835c-ab6abcc45b8c","block_type":"box","text":"(14)","page_number":119,"box":{"x":207,"y":288,"width":20,"height":8}},{"id":"07c96a09-f608-4dfc-b673-23c986f74824","block_type":"box","text":"For these companies, we rely on disclosures to understand how their strategies consider nature-related","page_number":119,"box":{"x":233,"y":290,"width":721,"height":12}},{"id":"3690c4de-eef6-4e47-bd32-f456b7d87150","block_type":"box","text":"impacts and dependencies and to assess how the board oversees these risks.","page_number":119,"box":{"x":89,"y":305,"width":538,"height":12}},{"id":"f880c559-3ff9-421c-aa87-06198a4cb267","block_type":"box","text":"(15)","page_number":119,"box":{"x":629,"y":303,"width":20,"height":8}},{"id":"d19a72f7-33f1-4aad-95a6-edcd9e27b28a","block_type":"box","text":"Companies’ impact on their workforce, supply chains, and communities","page_number":119,"box":{"x":105,"y":331,"width":519,"height":12}},{"id":"a052f945-6923-4960-bffa-ebc91a92d755","block_type":"box","text":"Companies determine their key stakeholders based on what is material to their business and long-term financial","page_number":119,"box":{"x":89,"y":358,"width":784,"height":12}},{"id":"a0acbfd1-5557-4d8f-a256-2f22738808cd","block_type":"box","text":"performance. For many companies, key stakeholders include employees, business supply chains, clients and consumers,","page_number":119,"box":{"x":89,"y":373,"width":841,"height":12}},{"id":"df45df07-ba65-4d6c-93c4-09f6a3a2c7bb","block_type":"box","text":"regulators, and the communities in which they operate.","page_number":119,"box":{"x":89,"y":388,"width":387,"height":12}},{"id":"0dd2dced-9889-4dba-83a5-4e044658bbbf","block_type":"box","text":"In our experience, companies that invest in the relationships that are critical to their strategic objectives are more likely to","page_number":119,"box":{"x":89,"y":414,"width":847,"height":13}},{"id":"92f1f12f-1d04-4a95-bc93-283e2d76f6bf","block_type":"box","text":"deliver durable, long-term financial performance. By contrast, we have found that poor relationships may create adverse","page_number":119,"box":{"x":89,"y":429,"width":840,"height":13}},{"id":"209e3ec1-05cd-402d-b1f0-5dc20d3dbe25","block_type":"box","text":"impacts that could expose companies to legal, regulatory, operational, and reputational risks. This is particularly relevant to a","page_number":119,"box":{"x":89,"y":445,"width":872,"height":12}},{"id":"fcbc7f58-086f-44ba-abc6-1902838c412a","block_type":"box","text":"company’s workforce, which is central to long-term financial value creation.","page_number":119,"box":{"x":89,"y":460,"width":530,"height":12}},{"id":"ebca6582-bf06-40d1-94a1-7bbac9292501","block_type":"box","text":"(16)","page_number":119,"box":{"x":621,"y":458,"width":20,"height":8}},{"id":"650c7322-331a-4587-9b43-db3b01491caa","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":119,"box":{"x":88,"y":486,"width":844,"height":12}},{"id":"2bd6cd7d-437c-4322-9e0a-a5b265c9f6d3","block_type":"box","text":"their key stakeholders and considered their interests in business decision-making. In addition to understanding broader","page_number":119,"box":{"x":88,"y":501,"width":837,"height":13}},{"id":"b48bdc4e-8e51-4676-9ac8-00fe24235a4e","block_type":"box","text":"stakeholder relationships, BIS finds it helpful when companies discuss how they consider the needs of their workforce today,","page_number":119,"box":{"x":89,"y":516,"width":870,"height":13}},{"id":"43082385-4b3c-4021-afcb-19b7c52e7a97","block_type":"box","text":"and the skills required for their future business strategy. We are also interested in understanding how the board monitors and","page_number":119,"box":{"x":89,"y":531,"width":875,"height":13}},{"id":"bbdfc7e8-fda5-4a4a-a03f-f2bdef4047d0","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":119,"box":{"x":89,"y":547,"width":860,"height":12}},{"id":"5ffc9681-e080-4baa-8adf-c58f4107b2f5","block_type":"box","text":"aligns with the company’s strategy. BIS does not direct a company’s policies or practices, which are the responsibility of","page_number":119,"box":{"x":89,"y":562,"width":837,"height":12}},{"id":"8b0d0d25-39cc-4f0c-99c5-abcbe15e1f10","block_type":"box","text":"management and the board.","page_number":119,"box":{"x":89,"y":577,"width":199,"height":12}},{"id":"27dc6c8b-4b66-446a-aa95-bfaf52d0fb93","block_type":"box","text":"In addition, we find it helpful when companies disclose their approach to addressing material adverse impacts that could","page_number":119,"box":{"x":89,"y":603,"width":845,"height":13}},{"id":"c5e2f5e1-0744-46f3-8e7d-8d6c12d62f80","block_type":"box","text":"arise from their business practices and affect critical relationships with their stakeholders. We encourage companies to","page_number":119,"box":{"x":89,"y":618,"width":830,"height":13}},{"id":"8ad6144e-af3c-4d0f-a576-d8ab5d5e7424","block_type":"box","text":"implement, to the extent appropriate, monitoring processes (often referred to as due diligence) to identify and mitigate","page_number":119,"box":{"x":89,"y":633,"width":834,"height":13}},{"id":"5f002a29-f9dc-473a-9289-a485d3c998d2","block_type":"box","text":"potential adverse impacts and grievance mechanisms to remediate any actual adverse material impacts.","page_number":119,"box":{"x":89,"y":649,"width":728,"height":12}},{"id":"a159b814-314b-4e6e-9c6b-f6c65e6780ef","block_type":"box","text":"We look to boards to oversee management’s approach to addressing material risks related to key stakeholders and may","page_number":119,"box":{"x":88,"y":675,"width":837,"height":12}},{"id":"bbba8c0e-fbaa-470f-a48a-272465d6901c","block_type":"box","text":"convey concerns about board oversight in our voting on director elections or supporting a business relevant shareholder","page_number":119,"box":{"x":89,"y":690,"width":842,"height":13}},{"id":"ec67bf9b-6039-4b60-9c68-998034aaa07e","block_type":"box","text":"proposal when, in our assessment, the board is not acting in shareholders’ long-term financial interests.","page_number":119,"box":{"x":89,"y":705,"width":726,"height":13}},{"id":"84065ff6-b314-4c76-a073-d33ff878ce0d","block_type":"box","text":"BlackRock’s oversight of its investment stewardship activities","page_number":119,"box":{"x":89,"y":732,"width":441,"height":12}},{"id":"2111ad61-e73b-4d54-8d58-28004251f1d4","block_type":"box","text":"BIS’ governance structure supports oversight and accountability of stewardship-related activities on behalf of clients at the","page_number":119,"box":{"x":89,"y":758,"width":858,"height":13}},{"id":"bac864b4-6fe7-4003-becf-9a989e6c2b1b","block_type":"box","text":"global and regional level.","page_number":119,"box":{"x":89,"y":773,"width":171,"height":13}},{"id":"110b5e10-20d8-4113-b25c-92e58c4b9215","block_type":"box","text":"(14) For more information, please see our commentary “Our approach to engagement on natural capital,” December 2025.","page_number":119,"box":{"x":89,"y":800,"width":694,"height":10}},{"id":"a2b76041-f3a7-4c74-a9c6-5c14e3225bef","block_type":"box","text":"(15) Given the growing awareness of the materiality of these issues for certain businesses, enhanced reporting on a company’s natural capital depend","page_number":119,"box":{"x":89,"y":816,"width":845,"height":9}},{"id":"45475772-ed60-40fa-8fb4-6f8f3a4cee51","block_type":"box","text":"en","page_number":119,"box":{"x":935,"y":818,"width":17,"height":5}},{"id":"d16a3a6e-c3cc-4188-bee0-2c2a073390c6","block_type":"box","text":"cies and impacts would aid investors’ understanding. The recommendations of the Taskforce on Nature-related Financial Disclosures (TNFD) may","page_number":119,"box":{"x":121,"y":828,"width":818,"height":10}},{"id":"37356e6c-5ccc-4e0e-9a4b-75ccd0917920","block_type":"box","text":"prove useful to some companies. We recognize that some companies may report using different standards, which may be required by regulation, or","page_number":119,"box":{"x":121,"y":841,"width":825,"height":10}},{"id":"47bf66fd-3382-4131-aa91-080d7774e93b","block_type":"box","text":"one of a number of other private sector standards. TNFD-aligned reporting is not a voting issue. Website accessed in December 2025.","page_number":119,"box":{"x":121,"y":853,"width":748,"height":10}},{"id":"29a2660e-23eb-4522-87ab-d993339447cd","block_type":"box","text":"(16) For more information, please see our commentary “Our approach to engagement on human capital management,” December 2025.","page_number":119,"box":{"x":89,"y":868,"width":774,"height":10}},{"id":"e265a078-8e87-4e90-824e-631e48ed596c","block_type":"box","text":"A-30","page_number":119,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"937c5cf4-5355-4b5c-84db-6dbd3b850963","block_type":"box","text":"At the top of this governance structure, the risk-focused BIS Global Oversight Committee (the Committee) supports BIS’","page_number":120,"box":{"x":88,"y":44,"width":841,"height":12}},{"id":"23e43c6a-6e7b-463f-829d-e091008edfb5","block_type":"box","text":"regulatory responsibilities in relation to proxy voting, including adherence to policies and procedures as well as market-level","page_number":120,"box":{"x":89,"y":59,"width":864,"height":12}},{"id":"23bd9e7c-bf66-4495-8958-a8bce12c7b83","block_type":"box","text":"stewardship requirements. The Committee reviews and approves amendments to the Global Principles and regional voting","page_number":120,"box":{"x":89,"y":74,"width":857,"height":12}},{"id":"ec223732-6258-4a6e-9d60-b2f82d4d1495","block_type":"box","text":"guidelines. The Committee also reviews periodic reports regarding the votes cast by BIS on behalf of clients, as well as","page_number":120,"box":{"x":89,"y":89,"width":824,"height":13}},{"id":"dcf95f08-b5c2-45e3-9eca-850e82ee2adb","block_type":"box","text":"updates on material process issues, procedural changes, and other risk oversight considerations. The Committee is chaired","page_number":120,"box":{"x":89,"y":104,"width":860,"height":13}},{"id":"73b931aa-9650-4237-bda6-d9e17474592e","block_type":"box","text":"by the Global Heads of the Investment Stewardship function and its members include senior BlackRock executives with legal,","page_number":120,"box":{"x":89,"y":119,"width":874,"height":13}},{"id":"37da111b-c11c-4c56-b9ef-3870965129af","block_type":"box","text":"risk, and other experience relevant to team oversight who are independent from the investment stewardship function.","page_number":120,"box":{"x":89,"y":135,"width":824,"height":12}},{"id":"06442225-eaad-45f7-880f-7c47f4c4db7a","block_type":"box","text":"The Global Heads have primary oversight of BIS’ activities globally, including voting in accordance with the Global Principles","page_number":120,"box":{"x":88,"y":161,"width":865,"height":12}},{"id":"54f501c7-a61a-4aee-8f87-1d9df43fdcea","block_type":"box","text":"and regional voting guidelines. At the regional level, three regional Heads for the Americas, APAC, and EMEA oversee BIS’","page_number":120,"box":{"x":89,"y":176,"width":845,"height":13}},{"id":"67410283-7050-4f97-a4af-b5be5418cefb","block_type":"box","text":"activities for their specific markets.","page_number":120,"box":{"x":89,"y":191,"width":242,"height":13}},{"id":"e4e980f3-8a13-4a50-b59a-e3db5cd0c580","block_type":"box","text":"Vote execution","page_number":120,"box":{"x":88,"y":218,"width":107,"height":9}},{"id":"62eb3e3a-c752-4af0-bfb8-bdf594d22f08","block_type":"box","text":"BIS votes proxies on behalf of index equity funds and accounts when authorized by our clients. We have processes in place to","page_number":120,"box":{"x":89,"y":244,"width":875,"height":13}},{"id":"6fc8b717-22a3-49cc-82c3-f5603b197419","block_type":"box","text":"consider all proxies for which we have voting authority, and submit voting decisions, or refrain from voting when logistical","page_number":120,"box":{"x":89,"y":259,"width":852,"height":13}},{"id":"c0659daf-5b18-41ec-b5d4-e71d1d18b592","block_type":"box","text":"issues arise (see below). The BIS Benchmark Policies – and the vote decisions made consistent with those policies – reflect","page_number":120,"box":{"x":89,"y":274,"width":856,"height":13}},{"id":"7ef8ed14-004d-4bf0-b48d-aaf353f23ac2","block_type":"box","text":"our reasonable and independent judgment and are made without regard to the relationship between the issuer of the proxy","page_number":120,"box":{"x":89,"y":290,"width":865,"height":12}},{"id":"bceff5ef-3905-4a6a-addc-27f2dbce2421","block_type":"box","text":"(or any shareholder proponent or dissident shareholder) and the Fund, the Fund’s affiliates (if any), BlackRock or BlackRock’s","page_number":120,"box":{"x":89,"y":305,"width":874,"height":12}},{"id":"d92214ef-7044-4e0c-96c3-bfa52e35222d","block_type":"box","text":"affiliates, or BlackRock employees (see “Conflicts management policies and procedures,” below).","page_number":120,"box":{"x":89,"y":320,"width":676,"height":12}},{"id":"565b3795-2d9d-438d-b579-385a0385eb38","block_type":"box","text":"In certain markets, proxy voting involves logistical issues which can affect BIS’ ability to vote, as well as the cost of voting","page_number":120,"box":{"x":89,"y":346,"width":843,"height":13}},{"id":"1d8f9509-d315-4243-937a-a6bbfcc065e1","block_type":"box","text":"such proxies on behalf of our clients. These issues include, but are not limited to: 1) untimely notice of shareholder meetings;","page_number":120,"box":{"x":89,"y":361,"width":876,"height":13}},{"id":"20535f49-7644-44a6-a4fa-8d54697e1dae","block_type":"box","text":"2) restrictions on a foreigner’s ability to exercise votes; 3) requirements to vote proxies in person; 4) “share-blocking”","page_number":120,"box":{"x":89,"y":376,"width":818,"height":13}},{"id":"142a097e-f9d8-4ddc-80ce-62a6e2d98dfa","block_type":"box","text":"(requirements that investors who exercise their voting rights surrender the right to dispose of their holdings from the point at","page_number":120,"box":{"x":89,"y":392,"width":877,"height":12}},{"id":"357a04e5-8aa3-4832-8007-7b0cd97c16ed","block_type":"box","text":"which votes are submitted until after the after the shareholder meeting has occurred); 5) potential difficulties in translating","page_number":120,"box":{"x":88,"y":407,"width":860,"height":12}},{"id":"39c4ea59-7ce3-41cf-8773-bd7a6de81222","block_type":"box","text":"the proxy; 6) regulatory constraints; and 7) requirements to provide local agents with powers of attorney to facilitate voting","page_number":120,"box":{"x":88,"y":422,"width":863,"height":12}},{"id":"7e4554aa-7557-4929-9194-3c63a7c6b7d4","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":120,"box":{"x":89,"y":437,"width":807,"height":12}},{"id":"eae0934d-2916-481b-af7d-35d1b5302441","block_type":"box","text":"burdensome administrative requirements.","page_number":120,"box":{"x":89,"y":452,"width":292,"height":12}},{"id":"27a49e8f-9f2c-4dda-9dee-105a72960ae6","block_type":"box","text":"BIS votes proxies in these situations on a “best-efforts” basis. In addition, BIS may determine that it is generally in the","page_number":120,"box":{"x":89,"y":479,"width":817,"height":12}},{"id":"75e8fa92-70d1-492a-9ffa-575056c5be45","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":120,"box":{"x":89,"y":494,"width":869,"height":12}},{"id":"7d1d031c-7ce5-41b9-a0e8-09eb50e4da52","block_type":"box","text":"opportunity costs associated with share-blocking constraints) associated with exercising a vote are expected to outweigh the","page_number":120,"box":{"x":89,"y":509,"width":878,"height":12}},{"id":"9529657b-b8c8-4a63-bbb3-f21e952ea4dc","block_type":"box","text":"benefit the client would derive by voting on the proposal.","page_number":120,"box":{"x":89,"y":524,"width":397,"height":12}},{"id":"4887b0b7-a1d7-4913-b1ad-056e0dcaa0a9","block_type":"box","text":"Conflicts management policies and procedures","page_number":120,"box":{"x":89,"y":550,"width":340,"height":13}},{"id":"f01a221f-64f8-4a77-b641-54dbc61196e2","block_type":"box","text":"BIS is a dedicated function whose responsibilities are separate from BlackRock’s sales, business partnership or enterprise","page_number":120,"box":{"x":89,"y":577,"width":849,"height":12}},{"id":"bb8322e7-4831-4ddf-a7d7-9c3bbb9edc9b","block_type":"box","text":"level vendor management activities.","page_number":120,"box":{"x":89,"y":592,"width":250,"height":12}},{"id":"389b883c-2364-4b09-8d59-fff1e3cad5d2","block_type":"box","text":"BlackRock maintains policies and procedures that are designed to prevent undue influence on BIS’ proxy voting activity. Such","page_number":120,"box":{"x":89,"y":618,"width":873,"height":13}},{"id":"13daecb9-f9f8-44b8-8639-bc9913d2ecae","block_type":"box","text":"influence might stem from any relationship between the investee company (or any shareholder proponent or dissident","page_number":120,"box":{"x":89,"y":633,"width":829,"height":13}},{"id":"7fb820b1-7682-4b53-93f3-f7068eb7f478","block_type":"box","text":"shareholder) and BlackRock, BlackRock’s affiliates, a Fund or a Fund’s affiliates, or BlackRock employees.","page_number":120,"box":{"x":89,"y":649,"width":729,"height":12}},{"id":"aa1dfbd8-13da-45f0-a58a-3cc9e74ef547","block_type":"box","text":"For information on how BIS manages conflicts of interest, please see our disclosure.","page_number":120,"box":{"x":89,"y":675,"width":585,"height":12}},{"id":"fd9725ec-fa01-4b39-9b77-4f57a6a13125","block_type":"box","text":"Securities lending","page_number":120,"box":{"x":88,"y":702,"width":128,"height":12}},{"id":"e572384c-185f-4cfa-9081-d29d28e924a2","block_type":"box","text":"When authorized, BlackRock acts as a securities lending agent on behalf of its clients. Lending securities enables BlackRock","page_number":120,"box":{"x":88,"y":728,"width":863,"height":12}},{"id":"86674d15-911c-49d2-836b-2c48eaa5b6cb","block_type":"box","text":"to increase the returns in clients’ portfolios, and BlackRock’s lending agreements allow it to recall securities out on loan at","page_number":120,"box":{"x":88,"y":743,"width":852,"height":12}},{"id":"4df4084a-1035-418b-9fda-67cfc978759f","block_type":"box","text":"any time. BlackRock (or any other lender) does not retain voting rights for securities out on loan. Entitlements associated","page_number":120,"box":{"x":89,"y":758,"width":844,"height":13}},{"id":"df5a035e-72a5-4168-888c-eba2315be8b6","block_type":"box","text":"with the lent securities (dividends, coupons, etc.), while on loan are paid back to the lender of the security as stipulated in","page_number":120,"box":{"x":88,"y":773,"width":851,"height":13}},{"id":"9880a0da-423e-4bd2-b5ad-210771b05109","block_type":"box","text":"industry standard legal agreements.","page_number":120,"box":{"x":89,"y":788,"width":250,"height":13}},{"id":"a7dbf853-aa64-4fd8-bf46-7e1cac4fd63e","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":120,"box":{"x":88,"y":815,"width":867,"height":12}},{"id":"d460eb3f-ab7d-45fb-975d-89a12b0ea356","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":120,"box":{"x":89,"y":830,"width":827,"height":12}},{"id":"1af525fa-e832-45be-85ec-8c9949e2de51","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":120,"box":{"x":89,"y":845,"width":866,"height":12}},{"id":"79a941ae-4b41-4fa4-9220-87a1517b4afb","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":120,"box":{"x":89,"y":860,"width":853,"height":13}},{"id":"8c1a90c2-ea04-4c75-8ad5-8696f1155392","block_type":"box","text":"A-31","page_number":120,"box":{"x":511,"y":894,"width":31,"height":9}},{"id":"082041fb-43a0-4c65-874e-d35965c78fbf","block_type":"box","text":"but are not limited to, assessing potential securities lending revenue alongside the potential long-term financial value to","page_number":121,"box":{"x":89,"y":44,"width":838,"height":12}},{"id":"8fc1e01c-82c6-4624-bf30-a8d7486136db","block_type":"box","text":"clients of voting those securities (based on the information available at the time of recall consideration).","page_number":121,"box":{"x":89,"y":59,"width":726,"height":12}},{"id":"4b119faf-7eb4-425e-bc6a-d1c0be96c4cd","block_type":"box","text":"(17)","page_number":121,"box":{"x":816,"y":57,"width":20,"height":8}},{"id":"a501d1a8-be28-43df-9723-67c390bbc9d1","block_type":"box","text":"BIS works with","page_number":121,"box":{"x":842,"y":59,"width":102,"height":10}},{"id":"1c0eb073-3cb0-4a26-bca8-0e7908ae3f34","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":121,"box":{"x":89,"y":74,"width":873,"height":12}},{"id":"1d7777e9-9a3c-4224-a24d-5ecd2ed4a74d","block_type":"box","text":"recalling shares on loan.","page_number":121,"box":{"x":89,"y":89,"width":167,"height":13}},{"id":"eb8b195e-daff-484d-9cdd-90daae266fee","block_type":"box","text":"In almost all instances, BlackRock anticipates that the potential long-term financial value to clients of voting shares would be","page_number":121,"box":{"x":89,"y":116,"width":873,"height":12}},{"id":"50af41bd-709e-4994-afcc-78bff885694b","block_type":"box","text":"less than the potential revenue the loan may provide clients. However, in certain instances, BlackRock may determine, in our","page_number":121,"box":{"x":89,"y":131,"width":867,"height":12}},{"id":"0b065d67-83d4-4be3-a2dc-df84b03d6b84","block_type":"box","text":"independent business judgment as a fiduciary, that the value of voting outweighs the securities lending revenue loss to","page_number":121,"box":{"x":89,"y":146,"width":832,"height":12}},{"id":"c01df8d9-a39c-4f3a-b66b-362b62e2c8e6","block_type":"box","text":"clients and would therefore recall shares to be voted in those instances. It is important to note that the majority of lendable","page_number":121,"box":{"x":89,"y":161,"width":860,"height":12}},{"id":"ea0f8f3a-f444-47d7-8ebe-19b0d6669f27","block_type":"box","text":"assets in the market at any given time are not out on loan.","page_number":121,"box":{"x":89,"y":176,"width":405,"height":13}},{"id":"663ce6be-1ef9-4027-a3cd-eee92d5d97f6","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":121,"box":{"x":89,"y":203,"width":840,"height":12}},{"id":"a409d6ac-beb8-4651-a673-a2dc55e87e6d","block_type":"box","text":"modify it as necessary.","page_number":121,"box":{"x":89,"y":218,"width":156,"height":12}},{"id":"fb741a95-bbcd-4c06-a010-6cb67e92d1ce","block_type":"box","text":"Voting Choice","page_number":121,"box":{"x":88,"y":244,"width":101,"height":13}},{"id":"612b406e-66ea-43d7-92c4-fdec80272f16","block_type":"box","text":"BlackRock offers Voting Choice, a program that provides eligible clients with more opportunities to participate in the proxy","page_number":121,"box":{"x":89,"y":271,"width":855,"height":12}},{"id":"93f4e7f6-6d26-456d-987d-0f26b3f1db84","block_type":"box","text":"voting process, where legally and operationally viable.","page_number":121,"box":{"x":88,"y":286,"width":376,"height":12}},{"id":"2cb2d6d1-2d69-49e1-8ef5-7819e9d3c0d2","block_type":"box","text":"(18)","page_number":121,"box":{"x":466,"y":284,"width":20,"height":8}},{"id":"67547f9f-ed1b-4255-adeb-4b58c9cf19f9","block_type":"box","text":"Voting Choice is currently available for eligible clients invested in certain institutional pooled funds in the U.S., UK, Ireland,","page_number":121,"box":{"x":88,"y":312,"width":849,"height":13}},{"id":"f27703ec-246f-48fe-b2bf-f14aa8225721","block_type":"box","text":"Canada, and Switzerland that utilize index equity investment strategies, as well as eligible clients in certain institutional","page_number":121,"box":{"x":89,"y":327,"width":827,"height":13}},{"id":"7c24dca0-08d0-4b78-b3f9-501f81e362ac","block_type":"box","text":"pooled funds in the U.S., UK, Canada, and Switzerland that use systematic active equity (SAE) strategies. In addition,","page_number":121,"box":{"x":89,"y":342,"width":810,"height":13}},{"id":"a325d589-7f04-432d-b5e3-7a6ffced18c0","block_type":"box","text":"institutional clients in separately managed accounts (SMAs) continue to be eligible for BlackRock Voting Choice regardless of","page_number":121,"box":{"x":89,"y":358,"width":877,"height":12}},{"id":"d961ef24-fdbf-4594-b569-bb695a955f90","block_type":"box","text":"their investment strategies.","page_number":121,"box":{"x":88,"y":373,"width":190,"height":12}},{"id":"416e46af-b5c2-459d-887c-1da729817362","block_type":"box","text":"(19)","page_number":121,"box":{"x":279,"y":371,"width":21,"height":8}},{"id":"78d5ebf3-05ff-4ebc-882a-53ea22dde278","block_type":"box","text":"Voting Choice is also available for eligible U.S. retail shareholder accounts invested in","page_number":121,"box":{"x":305,"y":373,"width":591,"height":12}},{"id":"c86ee7f5-6bdc-4052-99ba-42366d6d327b","block_type":"box","text":"BlackRock’s largest U.S. exchange-traded fund.","page_number":121,"box":{"x":89,"y":388,"width":328,"height":12}},{"id":"772f304a-6e65-48b0-b3f9-a08d45f6ede3","block_type":"box","text":"(20)","page_number":121,"box":{"x":418,"y":386,"width":21,"height":8}},{"id":"3c341110-d339-408c-b5e4-f18416a9758f","block_type":"box","text":"As a result, the shares attributed to BlackRock portfolios in company share registers may be voted differently depending on","page_number":121,"box":{"x":88,"y":414,"width":860,"height":13}},{"id":"9dbe6994-57b4-4888-bf48-4d0fab10325b","block_type":"box","text":"whether our clients have authorized BIS to vote on their behalf, have authorized BIS to vote in accordance with a third-party","page_number":121,"box":{"x":88,"y":429,"width":864,"height":13}},{"id":"ffd92055-c900-400b-8b39-b7a15dd08d11","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":121,"box":{"x":89,"y":445,"width":863,"height":12}},{"id":"de92b41f-29be-4f60-bf5f-ec12640ea03d","block_type":"box","text":"because of Voting Choice.","page_number":121,"box":{"x":89,"y":460,"width":180,"height":12}},{"id":"fd16e6e7-04ee-411a-ac32-ffa55b5f397f","block_type":"box","text":"(21)","page_number":121,"box":{"x":271,"y":458,"width":20,"height":8}},{"id":"d3af26e3-d5d5-4d19-b997-cbaf01149fb7","block_type":"box","text":"Reporting and vote transparency","page_number":121,"box":{"x":89,"y":486,"width":236,"height":12}},{"id":"e04be88e-d53e-4e78-a42d-38691e52154b","block_type":"box","text":"We are committed to transparency of the stewardship work we do on behalf of clients. We inform clients about our","page_number":121,"box":{"x":88,"y":513,"width":806,"height":12}},{"id":"b09e62e2-4994-4f5b-8c47-c95aff92a3d6","block_type":"box","text":"engagement and voting policies and activities through direct communication and through disclosure on our website. We","page_number":121,"box":{"x":89,"y":528,"width":845,"height":12}},{"id":"455e6dd1-ddac-4f8b-80dc-3bd4ce1a8def","block_type":"box","text":"make public our regional voting guidelines for the benefit of clients and the companies in which we invest on their behalf. We","page_number":121,"box":{"x":89,"y":543,"width":875,"height":12}},{"id":"2ff0a6e2-82c0-4c3b-9a86-81ad5f6aa3b3","block_type":"box","text":"also publish commentaries to share our approach to engagement on our five engagement priorities, as well as quarterly","page_number":121,"box":{"x":89,"y":558,"width":839,"height":12}},{"id":"f82be533-384d-413a-a631-feb6d6a1f09f","block_type":"box","text":"reports detailing our proxy voting and engagement activities.","page_number":121,"box":{"x":89,"y":573,"width":426,"height":12}},{"id":"35ea7607-021e-4185-a739-0aca222e2b68","block_type":"box","text":"(17) Recalling securities on loan can be impacted by the timing of record dates. In the U.S., for example, the record date of a shareholder meeting typic","page_number":121,"box":{"x":89,"y":720,"width":848,"height":10}},{"id":"7abdc1c2-2eb1-4604-881e-63fb40eec41e","block_type":"box","text":"ally","page_number":121,"box":{"x":938,"y":720,"width":18,"height":10}},{"id":"01168e5f-037b-4e62-b734-79eede8052ba","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":121,"box":{"x":121,"y":732,"width":817,"height":10}},{"id":"cdb0b08d-504f-4b03-9927-944713296fc6","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":121,"box":{"x":121,"y":745,"width":831,"height":10}},{"id":"e7e6eacf-4c50-4ceb-a77d-5cfe9efa5373","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":121,"box":{"x":121,"y":758,"width":810,"height":9}},{"id":"e75d425a-5a77-44be-a672-78016ab4d6d0","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":121,"box":{"x":121,"y":770,"width":832,"height":10}},{"id":"e38a81c0-1208-4aad-9be7-734d335874e3","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":121,"box":{"x":121,"y":783,"width":745,"height":10}},{"id":"764995f5-0449-43b6-a51e-2275746cd74f","block_type":"box","text":"(18) BlackRock will determine eligibility criteria under this program based upon, among other things, local market regulation and practice, cost co","page_number":121,"box":{"x":89,"y":798,"width":821,"height":10}},{"id":"e8a1ab19-55d4-4d71-b0d4-1a9742aadb9f","block_type":"box","text":"nsider","page_number":121,"box":{"x":912,"y":798,"width":38,"height":8}},{"id":"8f29276e-2ea4-48df-8562-ac3b2333b953","block_type":"box","text":"ations, operational risk and/or complexity, and financial considerations, including the decision to lend securities.","page_number":121,"box":{"x":121,"y":811,"width":629,"height":9}},{"id":"012f9114-acea-4efb-8373-b2f1e29eb80b","block_type":"box","text":"(19) With Voting Choice, SMA clients have the ability to select the policy that best aligns with their views and preferences from a set of voting policie","page_number":121,"box":{"x":89,"y":826,"width":837,"height":10}},{"id":"eebec9fb-d04c-4f67-a4c4-3547d67ee7e8","block_type":"box","text":"s from","page_number":121,"box":{"x":927,"y":826,"width":34,"height":7}},{"id":"31a7834f-802f-48ea-9500-67fe39582791","block_type":"box","text":"third-party proxy advisers. BlackRock can then use its proxy voting infrastructure to cast votes for the SMA based on the client’s selected voting pol","page_number":121,"box":{"x":121,"y":838,"width":824,"height":10}},{"id":"58a10124-46d8-458d-8c62-e428ba197041","block_type":"box","text":"icy.","page_number":121,"box":{"x":947,"y":839,"width":16,"height":9}},{"id":"a3d75187-d6f2-4af6-b3f5-fe6c1f1a8a5a","block_type":"box","text":"(20) Read more about BlackRock Voting Choice on our website.","page_number":121,"box":{"x":89,"y":853,"width":360,"height":10}},{"id":"096be39d-c950-416c-8ccd-28832f06771c","block_type":"box","text":"(21) BlackRock does not disclose client information, including a client’s selection of proxy policy, without client consent.","page_number":121,"box":{"x":89,"y":868,"width":676,"height":10}},{"id":"51ba3d0e-7ca3-4456-b41f-848ba89d04fb","block_type":"box","text":"A-32","page_number":121,"box":{"x":511,"y":894,"width":33,"height":9}},{"id":"3c42d7eb-7569-4089-b513-b604df72e702","block_type":"box","text":"Want to know more?","page_number":122,"box":{"x":88,"y":44,"width":149,"height":10}},{"id":"3c7b65ac-85f9-4884-9d5e-af2129bbc6c1","block_type":"box","text":"blackrock.com/stewardship | contactstewardship@blackrock.com","page_number":122,"box":{"x":89,"y":70,"width":464,"height":13}},{"id":"2b7393f3-86e4-481f-9eee-68b06cce7cb9","block_type":"box","text":"This document is provided for information and educational purposes only. Investing involves risk, including the loss of","page_number":122,"box":{"x":88,"y":97,"width":827,"height":12}},{"id":"c23ed87c-d972-4b73-9f78-fe3f122112f8","block_type":"box","text":"principal.","page_number":122,"box":{"x":89,"y":112,"width":62,"height":12}},{"id":"99d5348e-4817-4442-96a9-437fbcc45843","block_type":"box","text":"Prepared by BlackRock, Inc.","page_number":122,"box":{"x":89,"y":138,"width":190,"height":13}},{"id":"9f106eca-c152-4231-81ea-d48adba866d4","block_type":"box","text":"©2025 BlackRock, Inc. All rights reserved.","page_number":122,"box":{"x":89,"y":165,"width":290,"height":12}},{"id":"4b303756-5064-4023-9693-c897aafb1e89","block_type":"box","text":"BLACKROCK","page_number":122,"box":{"x":385,"y":165,"width":89,"height":10}},{"id":"d55a7001-0a25-43f9-b30d-31a79cbe5d23","block_type":"box","text":"is a trademark of BlackRock, Inc., or its subsidiaries in the United","page_number":122,"box":{"x":479,"y":165,"width":450,"height":11}},{"id":"8de2d01e-9a90-4996-b5f1-802056469e69","block_type":"box","text":"States and elsewhere. All other trademarks are those of their respective owners.","page_number":122,"box":{"x":88,"y":180,"width":558,"height":12}},{"id":"ff368716-b0a1-42fc-9787-86c575e67886","block_type":"box","text":"A-33","page_number":122,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"5486eb95-dd11-49d2-9787-2efa0af58a05","block_type":"box","text":"BlackRock Investment Stewardship","page_number":123,"box":{"x":227,"y":44,"width":604,"height":30}},{"id":"0cd5b95e-2b35-4d60-a9b6-f5695aae6485","block_type":"box","text":"Climate and Decarbonization Stewardship Guidelines","page_number":123,"box":{"x":89,"y":88,"width":382,"height":12}},{"id":"0df38992-a634-43f6-ac06-8078ecd76366","block_type":"box","text":"Effective as of January 2026","page_number":123,"box":{"x":106,"y":114,"width":198,"height":13}},{"id":"2dcc21b7-6014-4506-a6d8-be2584a013b2","block_type":"box","text":"Introduction to BlackRock Investment Stewardship","page_number":123,"box":{"x":169,"y":176,"width":354,"height":13}},{"id":"b859dd6b-349c-4324-bc36-e3c2a21dbd8f","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-34","page_number":123,"box":{"x":530,"y":177,"width":357,"height":9}},{"id":"498af13b-3e5b-4e77-8258-7e2db5559789","block_type":"box","text":"Stewardship for clients with investment objectives relating to the low-carbon transition","page_number":123,"box":{"x":169,"y":195,"width":608,"height":12}},{"id":"8ecb9b9d-06d7-4db1-a23a-545ddec968c7","block_type":"box","text":". . . . . . . . . . .A-34","page_number":123,"box":{"x":785,"y":196,"width":102,"height":9}},{"id":"83f85594-4f45-4ecf-be0a-62d616fd30f4","block_type":"box","text":"The Climate and Decarbonization Stewardship Guidelines","page_number":123,"box":{"x":168,"y":214,"width":403,"height":12}},{"id":"76e68214-71e6-42f9-bc19-8300bbd476fa","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-35","page_number":123,"box":{"x":576,"y":214,"width":311,"height":10}},{"id":"d0429e6d-ec68-4137-acd0-515c724f1be9","block_type":"box","text":"Understanding the investment implications of the transition to a low-carbon economy","page_number":123,"box":{"x":169,"y":233,"width":603,"height":12}},{"id":"fa327d50-3673-40cd-a14b-898648639608","block_type":"box","text":". . . . . . . . . . . .A-35","page_number":123,"box":{"x":778,"y":233,"width":109,"height":10}},{"id":"ec5fa9ca-0f66-4d0d-9b4e-a8e13ff8821a","block_type":"box","text":"The Guidelines’ design principles. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-36","page_number":123,"box":{"x":168,"y":252,"width":719,"height":12}},{"id":"769327b6-75be-4016-ae8d-a055707ae3fc","block_type":"box","text":"Voting approach under the Guidelines","page_number":123,"box":{"x":168,"y":271,"width":265,"height":12}},{"id":"3f0c850e-4154-4ace-b7a9-c955f00608f1","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-36","page_number":123,"box":{"x":439,"y":271,"width":448,"height":9}},{"id":"b1e81604-9ac0-4a26-b185-f12cc65b2556","block_type":"box","text":"Related matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-40","page_number":123,"box":{"x":169,"y":290,"width":718,"height":9}},{"id":"47d827ca-a33e-4ac7-8b1d-541812648b7e","block_type":"box","text":"Appendix 1","page_number":123,"box":{"x":168,"y":308,"width":77,"height":13}},{"id":"1fefedd7-df0e-4a7d-8d4d-7ff3e36e3ed6","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-41","page_number":123,"box":{"x":250,"y":309,"width":635,"height":9}},{"id":"4de01782-7a52-41f4-91da-e5e9d3159c27","block_type":"box","text":"Appendix 2","page_number":123,"box":{"x":168,"y":327,"width":80,"height":13}},{"id":"abd28ed6-0490-45aa-a340-62d55065a1b1","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-42","page_number":123,"box":{"x":250,"y":328,"width":637,"height":9}},{"id":"bcc1252b-f6b9-411f-875c-44ef43041e7d","block_type":"box","text":"Introduction to BlackRock Investment Stewardship","page_number":123,"box":{"x":89,"y":360,"width":365,"height":12}},{"id":"4a0936fa-fceb-4805-886a-57258addc837","block_type":"box","text":"At BlackRock, investment stewardship serves as a link between our clients and the companies they 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BlackRock offers a range of proxy voting","page_number":123,"box":{"x":88,"y":402,"width":842,"height":12}},{"id":"5c45d66c-b546-4a4c-b646-e01d1b0f4ec5","block_type":"box","text":"policies to reflect clients’ individual investment choices and goals.","page_number":123,"box":{"x":89,"y":417,"width":458,"height":12}},{"id":"b7fdc278-e760-46ec-81ff-1a36be1bec93","block_type":"box","text":"BlackRock Investment Stewardship (BIS) is responsible for stewardship activities in relation to clients’ assets invested in index","page_number":123,"box":{"x":89,"y":443,"width":876,"height":13}},{"id":"cd346ae2-baa0-428d-9878-eafbe8af276c","block_type":"box","text":"equity strategies. BIS takes a long-term approach in our stewardship efforts, reflecting the investment horizons of the","page_number":123,"box":{"x":89,"y":458,"width":818,"height":13}},{"id":"5bb6bc30-5f5d-4c50-a4db-585ac348f593","block_type":"box","text":"majority of our clients. 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It reflects a view that a smooth transition — where companies adapt","page_number":125,"box":{"x":122,"y":278,"width":805,"height":13}},{"id":"759505b4-7d52-462a-9ce5-94c919f897e5","block_type":"box","text":"while continuing to deliver financial returns — is a better long-term investment outcome and less disruptive to other key","page_number":125,"box":{"x":121,"y":293,"width":844,"height":13}},{"id":"90896ec9-9765-4b71-9a4e-c8834d1685d6","block_type":"box","text":"stakeholders than a disorderly transition. 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The Guidelines are applied by the dedicated team with discretion, on a case-by-case basis, taking into consider","page_number":125,"box":{"x":121,"y":816,"width":836,"height":9}},{"id":"0f22d413-3a17-4e56-ae09-0887a2c05dee","block_type":"box","text":"ation the range of issues and facts specific to the company, as well as individual ballot items at shareholder meetings.","page_number":125,"box":{"x":121,"y":828,"width":656,"height":10}},{"id":"0cbe77ea-50fb-442f-8dab-1502b85dc2f6","block_type":"box","text":"(13) Given data and measurement limitations, companies may need to provide estimated GHG emissions where reporting methodologies are nascent. In","page_number":125,"box":{"x":89,"y":843,"width":860,"height":10}},{"id":"50fef020-af48-405d-aac1-de7d7bf39599","block_type":"box","text":"addition, certain disclosures related to a company’s plans for adapting their business models through the low-carbon transition may require forwar","page_number":125,"box":{"x":121,"y":856,"width":824,"height":10}},{"id":"86bcbdb8-a040-44f8-b288-5abe292e0ae0","block_type":"box","text":"d","page_number":125,"box":{"x":945,"y":856,"width":11,"height":8}},{"id":"44cbc836-1dd5-49a6-b515-c4726a4e3890","block_type":"box","text":"looking statements.","page_number":125,"box":{"x":121,"y":868,"width":110,"height":10}},{"id":"e4b77bb3-38ec-4a05-a387-f5e558335cd3","block_type":"box","text":"A-36","page_number":125,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"f8f2f4b7-a63c-4f26-abd0-6c62abeca811","block_type":"box","text":"rise to 1.5°C above pre-industrial levels. This would typically include a long-term strategy to achieve net-zero GHG","page_number":126,"box":{"x":128,"y":44,"width":797,"height":12}},{"id":"eac91097-2ffa-475a-a44c-8585ddc9ad10","block_type":"box","text":"emissions by 2050, with appropriate near- and medium-term milestones to assess their progress.","page_number":126,"box":{"x":128,"y":59,"width":681,"height":12}},{"id":"32441c78-0076-4a46-a070-45c610012d2f","block_type":"box","text":"(2) low-carbon transition-related reporting. Standardized disclosure of sustainability-related data supports investors in","page_number":126,"box":{"x":89,"y":79,"width":842,"height":13}},{"id":"61477b0c-05a2-4bd4-8bcc-2c4b42784eb0","block_type":"box","text":"making informed decisions. The International Sustainability Standards Board (ISSB) standards, IFRS S1 and S2,","page_number":126,"box":{"x":128,"y":94,"width":773,"height":13}},{"id":"da1967de-c522-4a21-a167-d6aea7f91414","block_type":"box","text":"represent one such approach to standardization that the dedicated team finds useful in its analysis.","page_number":126,"box":{"x":128,"y":109,"width":693,"height":13}},{"id":"d5fb18d7-7885-4a0d-81b3-47074d0efbb0","block_type":"box","text":"(14), (15)","page_number":126,"box":{"x":823,"y":107,"width":49,"height":8}},{"id":"2a036624-f673-4d73-a38c-3a3945e5e21e","block_type":"box","text":"IFRS S1","page_number":126,"box":{"x":878,"y":110,"width":48,"height":9}},{"id":"2c03a28f-da43-4405-ae79-5aaf6abb160a","block_type":"box","text":"addresses the general requirements of sustainability reporting and IFRS S2 sets out the disclosures that provide","page_number":126,"box":{"x":128,"y":125,"width":778,"height":12}},{"id":"b89b7d1e-c31e-41ef-a619-3ca4f7393d58","block_type":"box","text":"investors with decision-useful information about a company’s most significant climate- and low-carbon transition","page_number":126,"box":{"x":128,"y":140,"width":804,"height":12}},{"id":"60c5fdd1-2bac-468f-8a44-3cc1aa02ee87","block_type":"box","text":"related risks and opportunities. This includes receiving independent, third-party assurances, as audit and assurance","page_number":126,"box":{"x":128,"y":155,"width":807,"height":12}},{"id":"09ade8fa-640a-4635-95c5-5e0975b882f5","block_type":"box","text":"standards are developed.","page_number":126,"box":{"x":128,"y":170,"width":174,"height":12}},{"id":"7abdfbbb-a4e1-40e3-9e8d-57c4048f795f","block_type":"box","text":"(3) scope 1 and scope 2, and most significant scope 3 GHG emissions.","page_number":126,"box":{"x":89,"y":190,"width":507,"height":12}},{"id":"9e021c3f-dd2f-4d1a-9dce-d64a1122459a","block_type":"box","text":"(16), (17)","page_number":126,"box":{"x":598,"y":188,"width":48,"height":8}},{"id":"e447b453-9a84-4ef0-8d80-43d17a9adbc3","block_type":"box","text":"In addition, the dedicated team looks to","page_number":126,"box":{"x":653,"y":190,"width":277,"height":11}},{"id":"e05749b5-3b38-4848-96e5-389f81c4636a","block_type":"box","text":"companies to disclose their emissions reduction targets for scope 1 and 2 emissions, science-based where possible.","page_number":126,"box":{"x":128,"y":205,"width":810,"height":12}},{"id":"69d4e68a-97b9-4297-8fb4-06da920cd448","block_type":"box","text":"The team welcomes disclosure of targets or indicative goals, where companies have set them, for scope 3 emissions","page_number":126,"box":{"x":127,"y":220,"width":814,"height":13}},{"id":"20da7cce-c058-4a17-b695-9d6ca45e4873","block_type":"box","text":"reductions. 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For some companies that play","page_number":126,"box":{"x":128,"y":296,"width":837,"height":12}},{"id":"50d9b013-dfe8-4840-9c4c-4aa75e1d44ce","block_type":"box","text":"an important role in the low-carbon transition, scope 3 may represent their only significant source of GHG emissions in","page_number":126,"box":{"x":128,"y":311,"width":833,"height":12}},{"id":"c615aace-afb7-42f1-95c7-ca102f0bdad7","block_type":"box","text":"the value chain. While we do not believe companies should be required to enforce emissions reduction targets outside","page_number":126,"box":{"x":127,"y":326,"width":827,"height":12}},{"id":"521b9bf4-83b7-4332-99c4-a15edf1c35a8","block_type":"box","text":"of their control, where relevant, we look for disclosures on how the company approaches the low-carbon transition in","page_number":126,"box":{"x":128,"y":341,"width":821,"height":13}},{"id":"33450a8a-85ea-4dc9-a4bb-7ae0372561bb","block_type":"box","text":"these cases. This may include plans and targets to grow businesses that contribute to real world decarbonization,","page_number":126,"box":{"x":127,"y":356,"width":795,"height":13}},{"id":"75da9237-d439-44b0-8c1c-cef0e4c73651","block_type":"box","text":"forward-looking capital or procurement allocation plans to net-zero aligned activities or suppliers, and strategies to","page_number":126,"box":{"x":127,"y":371,"width":806,"height":13}},{"id":"4f539c14-2cc7-4566-bd80-a1eccb7d9906","block_type":"box","text":"mitigate material transition risks.","page_number":126,"box":{"x":128,"y":387,"width":229,"height":12}},{"id":"2b09c27f-c86e-4dc6-9b56-43d30edfe58c","block_type":"box","text":"(4) where relevant, disclosures that describe the company’s exposure to climate-related physical risks—such as acute risks","page_number":126,"box":{"x":89,"y":413,"width":873,"height":12}},{"id":"636d3896-b7b1-454b-9ed0-e248f25cfb7d","block_type":"box","text":"from extreme weather events or chronic risks from long-term shifts in climate patterns—and how these risks could","page_number":126,"box":{"x":127,"y":428,"width":807,"height":12}},{"id":"9e46edf2-355c-474c-abee-ddf0cd2a7721","block_type":"box","text":"reasonably be expected to affect the company’s operations, assets, or supply chains.","page_number":126,"box":{"x":128,"y":443,"width":590,"height":13}},{"id":"3a56a280-9987-4442-b33a-47ca50315794","block_type":"box","text":"Transition plans","page_number":126,"box":{"x":104,"y":470,"width":116,"height":12}},{"id":"153ea2a2-d201-44b3-8b52-a6f188171e20","block_type":"box","text":"Some companies have published transition plans outlining how they intend to implement their low-carbon transition","page_number":126,"box":{"x":88,"y":496,"width":818,"height":13}},{"id":"2d3f480d-2744-4c3a-b282-d33164b776ed","block_type":"box","text":"strategies. As defined by the ISSB, a transition plan “lays out the entity’s targets, actions or resources for its transition","page_number":126,"box":{"x":89,"y":511,"width":818,"height":13}},{"id":"f793e488-e094-4d40-acd9-92bf40a56fb9","block_type":"box","text":"towards a lower-carbon economy, including actions such as reducing its greenhouse gas emissions” (see Appendix 1).","page_number":126,"box":{"x":88,"y":526,"width":831,"height":13}},{"id":"d7c1c45e-03c4-4ec4-9bc5-0c78b7ae624f","block_type":"box","text":"(19)","page_number":126,"box":{"x":920,"y":524,"width":21,"height":8}},{"id":"69be1da1-0637-4f97-b626-644a552ae23e","block_type":"box","text":"(14) The ISSB is an independent standard-setting body within the International Financial Reporting Standards (IFRS) Foundation. The standards bui","page_number":126,"box":{"x":89,"y":591,"width":831,"height":10}},{"id":"70ef799a-774d-4c6e-8855-e7323ef3d3e8","block_type":"box","text":"ld on","page_number":126,"box":{"x":922,"y":591,"width":26,"height":8}},{"id":"201f6cf3-4a95-4c60-a084-0a7d17eb5500","block_type":"box","text":"the Task Force on Climate-related Financial Disclosures (TCFD) framework and the standards and metrics developed by the Sustainability Accounting","page_number":126,"box":{"x":121,"y":604,"width":838,"height":10}},{"id":"1e20e31c-6a42-4ab8-a58c-2cf004d17f35","block_type":"box","text":"Standards Board (SASB), which have both converged under the ISSB. Please refer to the IFRS website to learn more about the framework and stan","page_number":126,"box":{"x":121,"y":617,"width":821,"height":9}},{"id":"705ce98c-4656-421c-8e02-159b58b9e8d6","block_type":"box","text":"dards S1 “General Requirements for Disclosure of Sustainability-related Financial Information” and S2 “Climate-related Disclosures.” Websites","page_number":126,"box":{"x":121,"y":629,"width":795,"height":10}},{"id":"ee81ddab-9321-4181-99ae-bdb645c21c1f","block_type":"box","text":"accessed in December 2025.","page_number":126,"box":{"x":121,"y":642,"width":159,"height":7}},{"id":"31dc4384-1469-4dcf-8186-0e2c269d4e2c","block_type":"box","text":"(15) A number of jurisdictions are consulting on adopting the standards issued to date or have already committed to doing so. BIS does not mandate any","page_number":126,"box":{"x":89,"y":657,"width":864,"height":10}},{"id":"47efc90b-d35d-40f0-bb6c-518c83a81ca3","block_type":"box","text":"specific disclosure framework companies should use, and recognize that some companies may report using different standards, some of which may be","page_number":126,"box":{"x":121,"y":669,"width":846,"height":10}},{"id":"dfa8b4a3-44c5-41de-afae-a4a0a4a91bd2","block_type":"box","text":"required by regulation. In such cases, we ask that companies highlight the metrics that are industry- or company-specific. We also recognize that com","page_number":126,"box":{"x":121,"y":682,"width":839,"height":10}},{"id":"83272a88-60b3-4c6b-b422-29b61a5f97be","block_type":"box","text":"panies may be phasing in reporting over several years. We do not prescribe timelines regarding when companies should make sustainability-related","page_number":126,"box":{"x":121,"y":695,"width":825,"height":9}},{"id":"006658d7-3d4a-4536-ae41-ceefe5ac10bc","block_type":"box","text":"disclosures but appreciate it when companies produce them sufficiently in advance of their shareholder meeting, to the best of their abilities, to pr","page_number":126,"box":{"x":121,"y":707,"width":819,"height":10}},{"id":"bb9db3ec-1b91-42e2-a909-83101e3f5f47","block_type":"box","text":"o","page_number":126,"box":{"x":941,"y":710,"width":10,"height":5}},{"id":"b1fa9196-9396-4ccd-b966-ee6a2d3f223f","block_type":"box","text":"vide investors with time to assess the data and make informed voting decisions.","page_number":126,"box":{"x":121,"y":720,"width":447,"height":10}},{"id":"5079e3bb-56b9-4950-9058-b9fef8bd3083","block_type":"box","text":"(16) FTSE Russell address the materiality of different categories of scope 3 GHG emissions by sector in a January 2024 paper: FTSE Russel, “Scope for","page_number":126,"box":{"x":89,"y":735,"width":839,"height":10}},{"id":"205bb423-141b-46f5-a246-9a99d550e80c","block_type":"box","text":"improvement: Solving the Scope 3 conundrum,” January 2024, accessed in December 2025.","page_number":126,"box":{"x":121,"y":748,"width":512,"height":9}},{"id":"07ea6967-2683-4e6e-9cb1-f6a6470352d7","block_type":"box","text":"(17) Under this policy, the dedicated team looks for GHG emissions disclosures to be aligned with the Greenhouse Gas Protocol (GHG Protocol). The Prot","page_number":126,"box":{"x":89,"y":763,"width":864,"height":10}},{"id":"c9f4de7e-2e6f-4e77-89d4-6b57d2d3e1a0","block_type":"box","text":"o","page_number":126,"box":{"x":954,"y":765,"width":11,"height":5}},{"id":"6aecb38b-3be2-4472-93f7-c6e9fc3c10ee","block_type":"box","text":"col Standards and Guidance are currently being updated to ensure they continue to provide “a rigorous and credible accounting foundation for busi","page_number":126,"box":{"x":121,"y":775,"width":832,"height":10}},{"id":"bed4154b-0f37-4bff-ad9d-f1f744de486e","block_type":"box","text":"nesses to measure, plan and track progress toward science-based and net-zero targets in line with the global 1.5°C goal.” Websites accessed in","page_number":126,"box":{"x":121,"y":788,"width":800,"height":10}},{"id":"c0486374-bbf0-4bf6-ae6c-7b798d2f5681","block_type":"box","text":"December 2025.","page_number":126,"box":{"x":122,"y":800,"width":90,"height":8}},{"id":"683bc3a8-166f-4c60-a552-1aba9c695412","block_type":"box","text":"(18) The dedicated team does not believe the purpose of scope 3 disclosure requirements should be to push publicly traded companies into the role of","page_number":126,"box":{"x":89,"y":816,"width":851,"height":9}},{"id":"3d5d9ec0-3042-4d1a-b5d4-4103a5dbf00d","block_type":"box","text":"enforcing emission reduction targets outside of their control. Given methodological complexity for scope 3 emissions and the lack of direct control","page_number":126,"box":{"x":121,"y":828,"width":821,"height":10}},{"id":"b7623f37-e6a8-4d28-a5ba-558a1f795f98","block_type":"box","text":"by","page_number":126,"box":{"x":948,"y":828,"width":12,"height":10}},{"id":"555754b5-c7ad-4be0-9337-8e7a7921f89d","block_type":"box","text":"companies over the requisite data, we find it most useful when companies focus their disclosures on those of the fifteen scope 3 GHG Protocol catego","page_number":126,"box":{"x":121,"y":841,"width":846,"height":10}},{"id":"2ff6a716-d584-469a-898e-3fe6b6feb980","block_type":"box","text":"ries that are material to their business models.","page_number":126,"box":{"x":121,"y":853,"width":258,"height":8}},{"id":"7dc13357-6144-40f6-8cef-80c533b511de","block_type":"box","text":"(19) International Financial Reporting Standards, “IFRS S2: Climate-related Disclosures,” June 2023, accessed in December 2025.","page_number":126,"box":{"x":89,"y":868,"width":723,"height":10}},{"id":"6a26a48d-09e7-4535-9329-b3a184bb3955","block_type":"box","text":"A-37","page_number":126,"box":{"x":511,"y":894,"width":33,"height":9}},{"id":"e88bb905-4dfd-4fee-9988-65674d28752f","block_type":"box","text":"Work is also underway in a number of jurisdictions on establishing a common approach in a market to corporate transition","page_number":127,"box":{"x":88,"y":44,"width":860,"height":12}},{"id":"399e4d1b-be32-4f24-995b-43160059add6","block_type":"box","text":"plans.","page_number":127,"box":{"x":89,"y":59,"width":40,"height":12}},{"id":"1ff89e51-0eee-48c2-b0f0-d8423fa8fb1d","block_type":"box","text":"(20)","page_number":127,"box":{"x":130,"y":57,"width":21,"height":8}},{"id":"23b2f2df-00ff-4066-87d5-c07052d244e9","block_type":"box","text":"Recent guidance from the ISSB on disclosures about transition plans highlights the convergence of reporting","page_number":127,"box":{"x":157,"y":59,"width":758,"height":12}},{"id":"400a61ac-40a3-4c12-813a-9d62c3bec59d","block_type":"box","text":"approaches.","page_number":127,"box":{"x":89,"y":74,"width":84,"height":12}},{"id":"9fb6f22e-e612-42b0-8f4e-b8489820a29c","block_type":"box","text":"While the preparation of a transition plan, or lack thereof, is not, in itself, a voting issue, these disclosures typically provide","page_number":127,"box":{"x":88,"y":101,"width":851,"height":12}},{"id":"1e9d4bd7-6366-46e8-ae3f-c6d8d942f016","block_type":"box","text":"valuable insights that inform the dedicated team’s approach to engaging and voting on matters related to climate and","page_number":127,"box":{"x":88,"y":116,"width":827,"height":12}},{"id":"02d45faf-365e-4175-a269-7c4313ff728f","block_type":"box","text":"transition risks on behalf of in-scope funds and accounts.","page_number":127,"box":{"x":88,"y":131,"width":402,"height":12}},{"id":"58efa202-ed5f-4578-a4ea-c642b816882f","block_type":"box","text":"Boards and directors","page_number":127,"box":{"x":106,"y":157,"width":148,"height":10}},{"id":"09632bf6-6b10-4e06-8bac-9c8dbe26a282","block_type":"box","text":"An effective and well-functioning board that has appropriate governance structures to facilitate oversight of a company’s","page_number":127,"box":{"x":88,"y":184,"width":847,"height":12}},{"id":"9708a7b5-3472-4398-b855-6d7a65aaa7ad","block_type":"box","text":"management and strategic initiatives is critical to the company’s ability to deliver on its low-carbon transition strategy. In","page_number":127,"box":{"x":89,"y":199,"width":844,"height":12}},{"id":"c2c47334-fba3-4e34-89c9-97096f52174b","block_type":"box","text":"assessing the role and effectiveness of the board in this regard, the dedicated team seeks to understand whether:","page_number":127,"box":{"x":89,"y":214,"width":791,"height":12}},{"id":"3749de98-5504-41a6-bff8-56dc7ffcdbf2","block_type":"box","text":"• The board has clear oversight responsibilities for climate and low-carbon transition-related risks and opportunities in the","page_number":127,"box":{"x":89,"y":234,"width":877,"height":12}},{"id":"ea6a2cf5-ec32-478f-9920-ff7b38d13fb7","block_type":"box","text":"company’s business model. The Guidelines consider the whole board to have responsibility for oversight of the","page_number":127,"box":{"x":121,"y":249,"width":774,"height":13}},{"id":"6c519b82-fe8c-4a5a-8b6c-e3ed058b1e6b","block_type":"box","text":"company’s long-term strategy, including those aspects related to the transition to a low-carbon economy.","page_number":127,"box":{"x":121,"y":264,"width":740,"height":13}},{"id":"ce1cfea7-5ce6-4296-b8e2-2e14013f1228","block_type":"box","text":"• Management has established a robust low-carbon transition framework and long-term strategy, with clear","page_number":127,"box":{"x":89,"y":285,"width":779,"height":12}},{"id":"3c4da647-5206-4b13-ad04-7100dea27ce5","block_type":"box","text":"accountability for delivery by senior executives.","page_number":127,"box":{"x":121,"y":300,"width":329,"height":12}},{"id":"dac2d01c-74d8-4e55-9800-621244a7606f","block_type":"box","text":"• The capital management strategy explains how the company allocates investments to (traditional and next generation)","page_number":127,"box":{"x":89,"y":320,"width":867,"height":12}},{"id":"54dcfe3f-413d-4dc9-acd4-bb4f7a5fdd19","block_type":"box","text":"business lines and innovation, and returns cash to shareholders, consistent with the company’s stated low-carbon","page_number":127,"box":{"x":122,"y":335,"width":798,"height":12}},{"id":"24375b0d-1e22-4360-8e99-29d8a749c353","block_type":"box","text":"transition strategy.","page_number":127,"box":{"x":121,"y":351,"width":129,"height":11}},{"id":"d7171199-9976-410a-b299-97c3ee266175","block_type":"box","text":"• The climate and low-carbon transition risks most likely to significantly impact the business are integrated into the","page_number":127,"box":{"x":89,"y":370,"width":828,"height":13}},{"id":"55b8a5a1-5c9a-4fa0-9a07-33d718af1f5b","block_type":"box","text":"company’s enterprise risk management processes and reporting.","page_number":127,"box":{"x":121,"y":385,"width":454,"height":13}},{"id":"5fc6b41d-04f5-42a0-b915-c4932c38ac65","block_type":"box","text":"• The company has set scope 1 and 2 GHG emissions reduction targets, science-based and independently verified where","page_number":127,"box":{"x":89,"y":405,"width":866,"height":13}},{"id":"90d1611c-a3b1-4ea7-99ca-27c9a1a00819","block_type":"box","text":"possible, against a baseline, that are consistent with the ambition to limit average global temperature rise to no more","page_number":127,"box":{"x":121,"y":421,"width":818,"height":12}},{"id":"fd22902a-4c13-4003-8574-e3ac45b564cf","block_type":"box","text":"than 1.5°C above pre-industrial levels.","page_number":127,"box":{"x":121,"y":436,"width":264,"height":12}},{"id":"cac721eb-30e3-4977-b7b5-19844a82dca9","block_type":"box","text":"• There is a clear link between the company’s scope 1 and 2 GHG emissions reduction targets over time and its long-term","page_number":127,"box":{"x":89,"y":456,"width":871,"height":12}},{"id":"93c525e3-6644-4f34-a310-2c208f548551","block_type":"box","text":"low-carbon transition strategy.","page_number":127,"box":{"x":122,"y":471,"width":213,"height":12}},{"id":"beac151f-3ba0-4a92-9368-dfb8d5e954be","block_type":"box","text":"• The company is monitoring its most significant scope 3 emissions and disclosing these where it is confident in the data.","page_number":127,"box":{"x":89,"y":491,"width":872,"height":12}},{"id":"51c45e68-f6c7-4362-aefa-c8f50092cc3d","block_type":"box","text":"Given forthcoming regulatory requirements in certain jurisdictions, some companies are voluntarily disclosing scope 3","page_number":127,"box":{"x":121,"y":506,"width":827,"height":13}},{"id":"072c1a58-298a-4d95-8392-fb6cd1dfa163","block_type":"box","text":"emissions reductions targets and plans, setting out how they are working on decarbonization with the different","page_number":127,"box":{"x":121,"y":521,"width":778,"height":13}},{"id":"8385eb58-2f42-41db-8987-9f94679090e9","block_type":"box","text":"constituents in their value chain.","page_number":127,"box":{"x":121,"y":536,"width":227,"height":10}},{"id":"cda25246-9d1d-45a1-bd0b-2eee0271ad24","block_type":"box","text":"(21)","page_number":127,"box":{"x":350,"y":534,"width":20,"height":9}},{"id":"4e0f7a1a-e61a-469e-8e51-9a54d4151ed5","block_type":"box","text":"• The company’s governance and oversight processes for managing material risks associated with corporate political","page_number":127,"box":{"x":89,"y":557,"width":839,"height":12}},{"id":"ac757429-ac1d-48b5-873e-3882e14aef6d","block_type":"box","text":"activities including applicable policies and procedures where relevant.","page_number":127,"box":{"x":121,"y":572,"width":487,"height":12}},{"id":"5b8bc2c7-943f-4a25-b7c0-806c2168976d","block_type":"box","text":"(22)","page_number":127,"box":{"x":610,"y":570,"width":20,"height":8}},{"id":"5c4aa06d-e4e2-47a4-a737-f23397e74340","block_type":"box","text":"The dedicated team looks for public policy","page_number":127,"box":{"x":635,"y":572,"width":298,"height":12}},{"id":"c6c0c00f-5e18-453d-957c-90f9ac93eb17","block_type":"box","text":"engagement to be consistent with a company’s stated strategic policy objectives, including those related to the low","page_number":127,"box":{"x":121,"y":587,"width":814,"height":12}},{"id":"7689150c-97da-40d7-9b5e-9403b29c2348","block_type":"box","text":"carbon transition.","page_number":127,"box":{"x":121,"y":602,"width":123,"height":10}},{"id":"d621faf6-b980-42fa-bd00-046a45bad0ae","block_type":"box","text":"Voting against directors over concerns about climate risk","page_number":127,"box":{"x":104,"y":628,"width":413,"height":13}},{"id":"02a93fee-0962-4d7b-b58f-13cb8b22c4fa","block_type":"box","text":"In implementing these Guidelines, the dedicated team generally supports non-executive directors standing for election","page_number":127,"box":{"x":89,"y":655,"width":830,"height":12}},{"id":"13baca52-7833-4e69-b453-1a0710c2a227","block_type":"box","text":"where, in its assessment based on company disclosures and engagement, a company is executing on its commitment to","page_number":127,"box":{"x":88,"y":670,"width":844,"height":12}},{"id":"83610ee6-b0c3-401e-9204-b9527ad32b36","block_type":"box","text":"align with the transition to a low-carbon economy, as defined above. Where the dedicated team determines this is not the","page_number":127,"box":{"x":89,"y":685,"width":852,"height":12}},{"id":"ce71cc45-63e3-4584-a6a4-c9c77559e61c","block_type":"box","text":"(20) More companies are developing such plans, and public policymakers in certain markets are signaling their intentions to require them or already h","page_number":127,"box":{"x":89,"y":725,"width":845,"height":10}},{"id":"6903cde3-1d08-4392-a60c-25aaa92dcadf","block_type":"box","text":"ave","page_number":127,"box":{"x":935,"y":727,"width":18,"height":6}},{"id":"1b8849a1-ae5f-4a50-87a0-88206fddd495","block_type":"box","text":"requirements in place, such as Australia, Brazil, and the European Union (please see the International Transition Plan Network for information).","page_number":127,"box":{"x":121,"y":737,"width":798,"height":10}},{"id":"a1af1e76-f110-44f0-90f8-6f213b3968ed","block_type":"box","text":"BlackRock views transition plans as a method for a company to both internally assess and externally communicate its long-term strategy, ambition,","page_number":127,"box":{"x":122,"y":750,"width":825,"height":10}},{"id":"7336f07a-2559-40c0-91e9-586a75de35f6","block_type":"box","text":"objectives, and actions to create financial value through the global transition towards a low-carbon economy. Across the landscape there remains","page_number":127,"box":{"x":121,"y":763,"width":815,"height":10}},{"id":"fcbe62d2-fd87-4a83-a3f6-145bfe9f8ad6","block_type":"box","text":"divergence on the objectives of such plans and the details they should contain. Website accessed in December 2025.","page_number":127,"box":{"x":121,"y":775,"width":652,"height":10}},{"id":"5c9b8222-e060-4b3f-ab70-4e11087d846f","block_type":"box","text":"(21) FTSE Russell address the materiality of different categories of scope 3 GHG emissions by sector in a January 2024 paper “Scope for improvement: So","page_number":127,"box":{"x":89,"y":790,"width":861,"height":10}},{"id":"b26f3b5e-0cdf-42e9-b39f-14a8a88950a0","block_type":"box","text":"lv","page_number":127,"box":{"x":951,"y":790,"width":13,"height":8}},{"id":"9996a0b7-69d6-452f-ab5e-94e6a2cd0813","block_type":"box","text":"ing the Scope 3 conundrum.” Their research indicates that there are 2-3 material scope 3 GHG emissions categories by sector. 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The directors most likely to be in focus are the chair of the board committee with low-carbon transition, climate or","page_number":128,"box":{"x":88,"y":59,"width":873,"height":12}},{"id":"d6a9018f-2aaf-4d4b-8cdd-ef8573b4ee5e","block_type":"box","text":"sustainability risk oversight responsibilities, other members of the relevant committee, the lead independent director or the","page_number":128,"box":{"x":89,"y":74,"width":860,"height":12}},{"id":"1c7e130d-8912-4c27-a3cc-42f1bd3f8d5a","block_type":"box","text":"non-executive chair of the board. 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The Guidelines consider these proposals as a valuable","page_number":128,"box":{"x":89,"y":229,"width":869,"height":12}},{"id":"b582fff8-7a7f-4730-999c-02c60ed030d2","block_type":"box","text":"governance mechanism that can enhance transparency, accountability, and investors’ understanding of a company’s climate","page_number":128,"box":{"x":89,"y":244,"width":872,"height":13}},{"id":"ba25743c-0b94-485d-8e53-029a1e816a83","block_type":"box","text":"strategy. The dedicated team generally supports management’s climate strategy proposal if, in the team’s assessment based","page_number":128,"box":{"x":89,"y":259,"width":871,"height":13}},{"id":"8682251c-dd6e-4165-b5f9-22cfa097cee3","block_type":"box","text":"on these Guidelines, the strategy is aligned with the low-carbon transition. Similarly, the dedicated team generally supports","page_number":128,"box":{"x":89,"y":274,"width":861,"height":13}},{"id":"ac406361-0490-422f-984e-91568df876e2","block_type":"box","text":"management’s proposal on a progress report if the company has clearly explained its progress against, and any deviations","page_number":128,"box":{"x":89,"y":290,"width":855,"height":12}},{"id":"85da06ba-9a5a-4451-9ddc-c3b533743b6e","block_type":"box","text":"from or changes to, its stated low-carbon transition plan and targets.","page_number":128,"box":{"x":88,"y":305,"width":483,"height":12}},{"id":"0fddaa90-72a4-486a-9fa6-5c233e955e12","block_type":"box","text":"Shareholder proposals on climate and low-carbon transition matters","page_number":128,"box":{"x":105,"y":331,"width":494,"height":12}},{"id":"c3f8a73c-5cf6-4e3a-afd0-fcca830c7471","block_type":"box","text":"In most markets, shareholders can submit proposals to be voted on at a company’s shareholder meeting, as long as certain","page_number":128,"box":{"x":89,"y":358,"width":862,"height":12}},{"id":"de3d2dbf-12ce-4a0e-8689-6e6b9d3ed189","block_type":"box","text":"requirements are met. Shareholder proposals span a wide range of topics and have varying degrees of relevance for","page_number":128,"box":{"x":89,"y":373,"width":807,"height":12}},{"id":"61faf659-4a92-4c2c-8d36-a914a75bdb4a","block_type":"box","text":"companies across sectors, locations, and business models.","page_number":128,"box":{"x":89,"y":388,"width":410,"height":12}},{"id":"c7b9b5f0-541c-4a85-b770-5a9e3c80fb11","block_type":"box","text":"Each shareholder proposal is evaluated on a case-by-case basis, focusing on its merit while considering the company’s","page_number":128,"box":{"x":89,"y":414,"width":829,"height":13}},{"id":"6dc401e2-859b-4ecf-8c71-c12d41299a83","block_type":"box","text":"individual circumstances. When the dedicated team votes in support of a proposal, it is not necessarily endorsing every","page_number":128,"box":{"x":89,"y":429,"width":834,"height":13}},{"id":"a4bab218-e832-4ea3-a535-bdbde4dec7c4","block_type":"box","text":"element of the proposal or the reasoning, objectives, or supporting statement of the proponent.","page_number":128,"box":{"x":89,"y":445,"width":669,"height":12}},{"id":"6b2ddd23-5344-48aa-a666-77afc3ee2eae","block_type":"box","text":"In addition to financial materiality, the Guidelines consider the proposal’s relevance to the company’s low-carbon transition","page_number":128,"box":{"x":89,"y":471,"width":861,"height":12}},{"id":"83e9c694-9d6f-4f9e-9006-62775a43c6fe","block_type":"box","text":"strategy and targets. The dedicated team assesses the implications for, and the relevance to, the company’s stated low","page_number":128,"box":{"x":89,"y":486,"width":835,"height":12}},{"id":"7b9fae1e-6d2a-40f4-95eb-f08aba8655e8","block_type":"box","text":"carbon transition strategy and targets. Under the Guidelines, the team may support shareholder proposals that, for example,","page_number":128,"box":{"x":89,"y":501,"width":870,"height":13}},{"id":"62ecc445-aa5c-4aa4-adfc-907514ea297f","block_type":"box","text":"ask a company to:","page_number":128,"box":{"x":89,"y":516,"width":126,"height":13}},{"id":"20b57f7e-82c1-4519-ae89-cbff165e3fc7","block_type":"box","text":"• Publish a business plan, and related disclosures, consistent with the ambition to limit average global temperature rise to","page_number":128,"box":{"x":89,"y":536,"width":870,"height":13}},{"id":"a7b05a56-3d5b-4a39-926e-f3bcd4b29924","block_type":"box","text":"no more than 1.5°C above pre-industrial levels","page_number":128,"box":{"x":122,"y":552,"width":323,"height":12}},{"id":"d2db7d02-6365-4fe9-9862-f6007d914573","block_type":"box","text":"• Align scope 1 and 2 GHG emissions reduction targets to, and/or discuss how their targets align with, a long-term goal of","page_number":128,"box":{"x":89,"y":572,"width":880,"height":12}},{"id":"f5dfab82-4c55-449c-9f8b-651dde6df17b","block_type":"box","text":"the company achieving net zero GHG emissions by 2050","page_number":128,"box":{"x":121,"y":587,"width":394,"height":12}},{"id":"32e02a1e-9212-4b49-8f2f-de63e131f6f3","block_type":"box","text":"• Disclose the categories of scope 3 GHG emissions most significant to a company’s business model","page_number":128,"box":{"x":89,"y":607,"width":723,"height":12}},{"id":"f815c616-e5b1-48ba-9c71-ab86aca9e81c","block_type":"box","text":"• Improve voluntary disclosures on the alignment of a company’s climate-related corporate political activities with its","page_number":128,"box":{"x":89,"y":627,"width":839,"height":13}},{"id":"dabf4c2f-e4f1-4c23-92ec-a21e13211010","block_type":"box","text":"strategic policy positions, where existing disclosure is insufficient","page_number":128,"box":{"x":121,"y":642,"width":455,"height":13}},{"id":"e4e5ff7a-693b-4e76-97a6-0ac9d71908bd","block_type":"box","text":"(25)","page_number":128,"box":{"x":577,"y":640,"width":21,"height":8}},{"id":"a14c3373-ddcf-4072-bdd7-2848a6aa79d3","block_type":"box","text":"The dedicated team does not support shareholder proposals that seek to constrain board or management decision-making","page_number":128,"box":{"x":88,"y":669,"width":864,"height":12}},{"id":"d36d124d-3047-4882-8693-5a9c287ed138","block_type":"box","text":"or direct specific business or strategic decisions.","page_number":128,"box":{"x":89,"y":684,"width":336,"height":12}},{"id":"f705061c-9e81-4b63-b482-4c651e7d7fcc","block_type":"box","text":"(23) Board report votes are generally advisory and relate to reports issued by the board of directors that may contain information on a company’s","page_number":128,"box":{"x":89,"y":775,"width":818,"height":10}},{"id":"1072fa1d-4f3d-47f7-8ddf-cdb19f737539","block_type":"box","text":"sustainability efforts, operational resilience, or financial condition, among others.","page_number":128,"box":{"x":121,"y":788,"width":452,"height":10}},{"id":"90f75d4c-76e6-4f12-b8b6-bcac97c8b436","block_type":"box","text":"(24) While the dedicated team may escalate voting by not supporting additional management proposals, principally director elections, the team does","page_number":128,"box":{"x":89,"y":803,"width":841,"height":10}},{"id":"f59404f0-0928-4da7-9e59-39ef40082a05","block_type":"box","text":"not","page_number":128,"box":{"x":934,"y":804,"width":18,"height":7}},{"id":"0dafa3d7-3301-4bba-af5a-f1c4f907d3e5","block_type":"box","text":"consider filing shareholder proposals, preannouncing voting intentions or using the media to amplify concerns as appropriate courses of action. Th","page_number":128,"box":{"x":121,"y":816,"width":825,"height":9}},{"id":"9b958c99-bf25-4b72-843c-2d8c82c116c9","block_type":"box","text":"e","page_number":128,"box":{"x":947,"y":818,"width":6,"height":5}},{"id":"49527507-ae33-4de1-8758-c3bf6a683203","block_type":"box","text":"dedicated team will continue to take a constructive, long-term focused approach, to engagement and voting on behalf of clients under these Guide","page_number":128,"box":{"x":121,"y":828,"width":830,"height":10}},{"id":"7533ab93-4483-483f-b421-db890ee767f7","block_type":"box","text":"lines.","page_number":128,"box":{"x":121,"y":841,"width":28,"height":8}},{"id":"4492db5f-8216-4aee-988f-72646d32cecf","block_type":"box","text":"(25) Corporate political activities may include lobbying as defined by local regulations, policy engagement (including trade association members","page_number":128,"box":{"x":89,"y":856,"width":813,"height":10}},{"id":"cf37ddbf-aa6b-40b6-938d-dda82664f0d6","block_type":"box","text":"hips), and","page_number":128,"box":{"x":904,"y":856,"width":54,"height":10}},{"id":"e81e2c72-4640-4a58-8c7f-a4e9ced253c3","block_type":"box","text":"corporate political contributions.","page_number":128,"box":{"x":121,"y":868,"width":182,"height":10}},{"id":"a4199291-1890-4d6a-81b4-7925ffb20806","block_type":"box","text":"A-39","page_number":128,"box":{"x":511,"y":894,"width":34,"height":9}},{"id":"8ecb0c4b-7b84-4c70-ab9d-06043d468d05","block_type":"box","text":"Related matters","page_number":129,"box":{"x":89,"y":44,"width":112,"height":10}},{"id":"29aaf359-6060-4c58-9526-ed4b1f26bc99","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":129,"box":{"x":88,"y":70,"width":870,"height":13}},{"id":"a24202dd-cb93-4928-8ea6-40ff969a0d73","block_type":"box","text":"to the transition to a low-carbon economy. Under these Guidelines, the dedicated team engages, where appropriate, to","page_number":129,"box":{"x":88,"y":85,"width":833,"height":13}},{"id":"9008977b-95fe-46e7-91ae-51690f5a4741","block_type":"box","text":"enhance its understanding of a company’s approach. Generally, voting on these matters would be covered by BIS’ Benchmark","page_number":129,"box":{"x":89,"y":101,"width":878,"height":12}},{"id":"9e71eed5-b8b3-4dd2-ab37-5ed9005a97a2","block_type":"box","text":"Policies.","page_number":129,"box":{"x":89,"y":116,"width":54,"height":9}},{"id":"f4bd6e11-9459-4dcc-89e7-3fa0046e3c02","block_type":"box","text":"Executive compensation","page_number":129,"box":{"x":106,"y":143,"width":173,"height":11}},{"id":"e2d58c5c-d26b-4da1-99fe-99993c49b902","block_type":"box","text":"The dedicated team looks to company boards to put in place a compensation structure that incentivizes and rewards","page_number":129,"box":{"x":88,"y":169,"width":819,"height":12}},{"id":"d3987828-6015-412b-bfa2-90185ee434ba","block_type":"box","text":"executives appropriately. Some companies, in light of their long-term strategy, may decide to include relevant GHG emissions","page_number":129,"box":{"x":89,"y":184,"width":876,"height":12}},{"id":"98639a02-d9a1-4bf2-83d3-cd990211a25f","block_type":"box","text":"reduction targets or low-carbon transition-related metrics in their incentive plans. In such cases, the dedicated team would","page_number":129,"box":{"x":89,"y":199,"width":860,"height":12}},{"id":"4f2d4be7-0d7c-452f-9cf6-1f85acc8d950","block_type":"box","text":"engage to understand the alignment between those metrics and the company’s stated climate strategy. Clear disclosure also","page_number":129,"box":{"x":89,"y":214,"width":872,"height":12}},{"id":"c35e0a0c-44c0-4741-8f90-37e05d5cb56a","block_type":"box","text":"helps investors assess whether pay structures are consistent with long-term climate strategy and risk management.","page_number":129,"box":{"x":89,"y":229,"width":810,"height":12}},{"id":"27e65276-8351-4516-a7cb-fdfc709c96f8","block_type":"box","text":"Auditors and audit-related issues","page_number":129,"box":{"x":104,"y":256,"width":240,"height":9}},{"id":"d2e02c73-9240-4f57-aaa9-1ac3c1816e0f","block_type":"box","text":"For companies with material climate or transition risks or opportunities in their business models, the dedicated team is","page_number":129,"box":{"x":89,"y":282,"width":830,"height":12}},{"id":"b534b2d0-e6d4-4540-aca6-00e6467f8a2a","block_type":"box","text":"interested in understanding whether the company considers and, if relevant, quantifies, and accounts for material climate","page_number":129,"box":{"x":89,"y":297,"width":857,"height":12}},{"id":"ee4f8051-85dc-43d7-a087-6e24e408e42d","block_type":"box","text":"related risks in its financial statements, including if the company explains such risks within the context of its audit report. 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The dedicated team does not","page_number":129,"box":{"x":89,"y":426,"width":854,"height":12}},{"id":"8dc5b823-9ec1-4f4d-8d18-1a798040d208","block_type":"box","text":"promote changes in corporate control or engage in shareholder activism.","page_number":129,"box":{"x":89,"y":441,"width":511,"height":12}},{"id":"5680367b-1cfe-49d0-8328-27b58a2176e2","block_type":"box","text":"Other business relevant sustainability-related risks and opportunities","page_number":129,"box":{"x":105,"y":467,"width":499,"height":13}},{"id":"303becf1-0826-43c5-8ed0-9670c7510986","block_type":"box","text":"Climate risk and the transition to a low-carbon economy are interconnected with a number of other material sustainability","page_number":129,"box":{"x":89,"y":494,"width":862,"height":12}},{"id":"0037bfd2-fbe4-4c77-acb0-1685dbf02f1c","block_type":"box","text":"related risks and opportunities that may be relevant to a company’s business model and long-term financial performance.","page_number":129,"box":{"x":89,"y":509,"width":852,"height":12}},{"id":"3dadc9cb-1d62-497b-995f-a101629ef2cb","block_type":"box","text":"These include a company’s impacts or dependencies on natural capital and key stakeholders.","page_number":129,"box":{"x":88,"y":524,"width":652,"height":12}},{"id":"39e1561e-ff1a-4481-83b5-724eedf8ce12","block_type":"box","text":"(26)","page_number":129,"box":{"x":741,"y":522,"width":21,"height":8}},{"id":"3bc58ee3-3ae6-427a-8c8f-f779352be353","block_type":"box","text":"In the context of these","page_number":129,"box":{"x":769,"y":524,"width":156,"height":10}},{"id":"21a11e86-fc65-47c3-84a3-50529e82f630","block_type":"box","text":"Guidelines, the dedicated team may engage companies to better understand how they are managing the impact on people","page_number":129,"box":{"x":89,"y":539,"width":860,"height":12}},{"id":"68afb8aa-a50b-47f0-9cd8-020c13eb49f5","block_type":"box","text":"(e.g., employees, suppliers, customers and communities) of any strategic or operational changes they are making in relation","page_number":129,"box":{"x":89,"y":554,"width":867,"height":12}},{"id":"70ec8080-3c6d-4fef-8a47-1e4765611765","block_type":"box","text":"to their transition to a low-carbon economy. 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Direct GHG emissions occur from sources that are owned or controlled by the company, for","page_number":130,"box":{"x":155,"y":509,"width":801,"height":12}},{"id":"df90470d-4e4f-48dd-869c-62378c8146f4","block_type":"box","text":"example, emissions from combustion in owned or controlled boilers, furnaces, vehicles, etc.; emissions from chemical","page_number":130,"box":{"x":89,"y":524,"width":824,"height":12}},{"id":"5d7863d3-2233-433f-8f9b-6edffef6159e","block_type":"box","text":"production in owned or controlled process equipment.","page_number":130,"box":{"x":89,"y":539,"width":381,"height":12}},{"id":"450f3dfd-bd22-4288-8f11-8c699ed8587d","block_type":"box","text":"(29)","page_number":130,"box":{"x":472,"y":537,"width":21,"height":8}},{"id":"b74bef03-4c26-4a0c-8f49-7a813d22ea48","block_type":"box","text":"Scope 2:","page_number":130,"box":{"x":88,"y":566,"width":61,"height":12}},{"id":"99d74e67-8443-4289-8cfb-53ad15df8544","block_type":"box","text":"Electricity indirect GHG emissions Scope 2 accounts for GHG emissions from the generation of purchased electricity","page_number":130,"box":{"x":155,"y":565,"width":812,"height":13}},{"id":"29607caa-7b43-433d-b8eb-61b682f4a043","block_type":"box","text":"[steam, and heating/cooling] consumed by the company. [It] is defined as electricity [steam, and heating/cooling] that is","page_number":130,"box":{"x":90,"y":581,"width":853,"height":12}},{"id":"ab7effa0-6bb8-4c9f-98aa-ea473eb0a3a4","block_type":"box","text":"purchased or otherwise brought into the organizational boundary of the company.","page_number":130,"box":{"x":89,"y":596,"width":575,"height":12}},{"id":"b8b61755-0f2c-4cec-9698-b53198fb6f1a","block_type":"box","text":"(30)","page_number":130,"box":{"x":666,"y":594,"width":21,"height":8}},{"id":"60fa2309-6a22-4e02-8b85-4c290939d1e2","block_type":"box","text":"Scope 3:","page_number":130,"box":{"x":88,"y":623,"width":61,"height":11}},{"id":"6d0ab68e-84c5-46e7-ba09-bd4b481d1573","block_type":"box","text":"Other indirect GHG emissions. Scope 3 is an optional reporting category that allows for the treatment of all other","page_number":130,"box":{"x":154,"y":622,"width":791,"height":12}},{"id":"70c4268c-22ad-4ea8-8875-f91d17e086e5","block_type":"box","text":"indirect emissions. Scope 3 emissions are a consequence of the activities of the company, but occur from sources not owned","page_number":130,"box":{"x":89,"y":637,"width":874,"height":13}},{"id":"806d6908-2a83-4e16-8b30-d466dc998a57","block_type":"box","text":"or controlled by the company.","page_number":130,"box":{"x":89,"y":652,"width":207,"height":13}},{"id":"05b1a543-4b5f-44b3-b255-6257a4e64436","block_type":"box","text":"(31)","page_number":130,"box":{"x":298,"y":650,"width":20,"height":8}},{"id":"b1b55ecd-6b1e-4445-8aef-adcaafcdfb4e","block_type":"box","text":"(27) As defined by the International Financial Reporting Standards, “IFRS S2: Climate-related Disclosures,” June 2023. Several jurisdictions are","page_number":130,"box":{"x":89,"y":745,"width":796,"height":10}},{"id":"249a99a8-1189-4637-92a0-59b8eabcd452","block_type":"box","text":"basing their","page_number":130,"box":{"x":890,"y":745,"width":65,"height":10}},{"id":"2e8da21a-dee1-4089-9544-1d9c24c5ec12","block_type":"box","text":"own transition plan disclosure frameworks on the IFRS S2 definition. We anticipate transition plan disclosure becoming mandatory in an increasing","page_number":130,"box":{"x":121,"y":758,"width":823,"height":9}},{"id":"ba26194c-03bd-437b-9cf7-1a49bc7a5ecb","block_type":"box","text":"number of jurisdictions over the near term.","page_number":130,"box":{"x":121,"y":770,"width":240,"height":10}},{"id":"d8114ed7-6f38-4e92-a618-abeb04fe336b","block_type":"box","text":"(28) As defined by the Science Based Targets initiative (SBTi). SBTi “is a corporate climate action organization that enables companies and financia","page_number":130,"box":{"x":89,"y":785,"width":825,"height":10}},{"id":"47b1bb7c-763f-49cc-9165-7d4d7853565c","block_type":"box","text":"l institu","page_number":130,"box":{"x":916,"y":785,"width":45,"height":8}},{"id":"6d608d22-57af-4d7f-a02d-6b806989dc1e","block_type":"box","text":"tions worldwide to play their part in combating the climate crisis. We develop standards, tools and guidance which allow companies to set greenhouse","page_number":130,"box":{"x":121,"y":798,"width":844,"height":10}},{"id":"25fb9596-9340-4e7c-a9e2-c758c53e82d9","block_type":"box","text":"gas (GHG) emissions reductions targets in line with what is needed to keep global heating below catastrophic levels and reach net-zero by 2050 at lat","page_number":130,"box":{"x":121,"y":811,"width":842,"height":9}},{"id":"30d52e07-957c-4d09-98ad-85486101f96f","block_type":"box","text":"est.” Source: Science Based Targets initiative, “About Us.” Websites accessed in December 2025.","page_number":130,"box":{"x":121,"y":823,"width":537,"height":10}},{"id":"e5533964-c3ad-4261-bff6-95938a66a883","block_type":"box","text":"(29) Greenhouse Gas Protocol, “A Corporate Accounting and Reporting Standard,” Revised Edition.","page_number":130,"box":{"x":89,"y":838,"width":558,"height":10}},{"id":"2d0ced06-2fc3-45ab-95ce-491e84c71535","block_type":"box","text":"(30) Greenhouse Gas 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Further, a Fund may invest, directly or indirectly, in securities that are","page_number":133,"box":{"x":89,"y":467,"width":857,"height":13}},{"id":"16173577-c8ee-4e4b-9b2c-5ed8c24346ec","block_type":"box","text":"not rated by a rating agency or securities with a credit rating that differs from the credit rating specified in its index","page_number":133,"box":{"x":89,"y":482,"width":802,"height":13}},{"id":"9795c75c-9090-478f-88ad-426212332e00","block_type":"box","text":"methodology in various circumstances, including where a security is downgraded but not yet removed from an index,","page_number":133,"box":{"x":89,"y":497,"width":823,"height":13}},{"id":"0a1fd729-d191-4643-83d7-dcfeb940919b","block_type":"box","text":"following the removal of a security from an index prior to its sale by the Fund or as a result of a corporate action or","page_number":133,"box":{"x":88,"y":513,"width":802,"height":12}},{"id":"1c11d733-281f-4216-9780-0534b74e54eb","block_type":"box","text":"restructuring affecting an issuer of a security held by a Fund.","page_number":133,"box":{"x":89,"y":528,"width":423,"height":12}},{"id":"82a06729-0054-419c-aeba-aad7c31b01ac","block_type":"box","text":"Fixed-income securities which are unrated may expose the investor to risks with respect to capacity to pay interest or repay","page_number":133,"box":{"x":89,"y":554,"width":864,"height":12}},{"id":"b8fbce21-bd86-4722-9508-5a71450825af","block_type":"box","text":"principal which are similar to the risks of lower-rated speculative bonds. Evaluation of these securities is dependent on the","page_number":133,"box":{"x":89,"y":569,"width":854,"height":13}},{"id":"c9bc226c-e716-4104-9741-206fe00428a1","block_type":"box","text":"investment adviser’s judgment, analysis and experience in the evaluation of such securities.","page_number":133,"box":{"x":89,"y":584,"width":639,"height":13}},{"id":"de8faade-12f9-4066-b4ce-0c35ef92fe05","block_type":"box","text":"Investors should note that the assignment of a rating to a security by an NRSRO may not reflect the effect of recent","page_number":133,"box":{"x":89,"y":611,"width":805,"height":12}},{"id":"75353032-37b1-426f-8a43-e99f73da9cc9","block_type":"box","text":"developments on the issuer’s ability to make interest and principal payments or on the likelihood of default.","page_number":133,"box":{"x":89,"y":626,"width":750,"height":12}},{"id":"3e26010d-2a6b-4a6f-b939-99be109f60e0","block_type":"box","text":"Securities deemed to be high yield are rated below Baa3 by Moody’s and below BBB- by S&P Global Ratings and Fitch.","page_number":133,"box":{"x":88,"y":652,"width":824,"height":13}},{"id":"a2930bd8-81b6-4673-bf17-9cecc3412cdc","block_type":"box","text":"The descriptions below relate to general long-term and short-term obligations of an issuer.","page_number":133,"box":{"x":88,"y":679,"width":636,"height":12}},{"id":"91271fb5-85dc-4ea5-ad1f-7db58e4f0027","block_type":"box","text":"Moody’s Ratings","page_number":133,"box":{"x":89,"y":705,"width":119,"height":13}},{"id":"3d0bf44f-6531-4ce2-8cde-390b03fb7007","block_type":"box","text":"Long-Term Obligations","page_number":133,"box":{"x":89,"y":732,"width":166,"height":12}},{"id":"7ffdd091-5cf2-4082-b3eb-e51fb7ae8dcd","block_type":"box","text":"Aaa:","page_number":133,"box":{"x":88,"y":759,"width":31,"height":9}},{"id":"b8c9434b-5398-4af8-b9c8-0fa505dd68ad","block_type":"box","text":"Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.","page_number":133,"box":{"x":125,"y":758,"width":705,"height":13}},{"id":"447d705e-51e2-4875-89f7-16474cdca637","block_type":"box","text":"Aa:","page_number":133,"box":{"x":88,"y":785,"width":23,"height":9}},{"id":"ff27488f-9c80-4beb-ba8f-c3742ed9f7a5","block_type":"box","text":"Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.","page_number":133,"box":{"x":116,"y":785,"width":636,"height":12}},{"id":"267eca3e-abd8-49a4-9ade-a7c9cb80078a","block_type":"box","text":"A:","page_number":133,"box":{"x":88,"y":812,"width":14,"height":9}},{"id":"92a1211c-bd1b-4089-9500-99c24c7b51d6","block_type":"box","text":"Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.","page_number":133,"box":{"x":108,"y":811,"width":643,"height":12}},{"id":"6bb03322-1e56-4e5a-bc37-d82d03fda726","block_type":"box","text":"Baa:","page_number":133,"box":{"x":89,"y":838,"width":29,"height":9}},{"id":"10bdb3e2-f651-4618-a2e2-3ca1e5ab626f","block_type":"box","text":"Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess","page_number":133,"box":{"x":123,"y":838,"width":808,"height":12}},{"id":"29a5db90-1e40-4cb5-b3c8-cb5b51452fa4","block_type":"box","text":"certain speculative characteristics.","page_number":133,"box":{"x":89,"y":853,"width":239,"height":12}},{"id":"2cabfae2-6bb2-4926-a5b9-66c209a299b1","block_type":"box","text":"B-1","page_number":133,"box":{"x":517,"y":894,"width":20,"height":9}},{"id":"4a776377-f8ca-4e55-a36a-60a606d645cc","block_type":"box","text":"Ba:","page_number":134,"box":{"x":89,"y":44,"width":20,"height":10}},{"id":"7cc49731-037d-4429-beb4-a8779c42b8c1","block_type":"box","text":"Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.","page_number":134,"box":{"x":115,"y":44,"width":629,"height":12}},{"id":"5b10239e-fff7-432e-a588-759c43611771","block_type":"box","text":"B:","page_number":134,"box":{"x":89,"y":71,"width":12,"height":9}},{"id":"14f72b4e-6900-4047-a1f4-fd68e7b645ab","block_type":"box","text":"Obligations rated B are considered speculative and are subject to high credit risk.","page_number":134,"box":{"x":106,"y":70,"width":565,"height":13}},{"id":"9a6a7939-a997-4d60-98e1-8d80c91f2b77","block_type":"box","text":"Caa:","page_number":134,"box":{"x":89,"y":97,"width":30,"height":10}},{"id":"07daf607-7a9c-4d4f-8767-58d458f179aa","block_type":"box","text":"Obligations rated Caa are judged to be speculative, of poor standing and are subject to very high credit risk.","page_number":134,"box":{"x":124,"y":97,"width":751,"height":12}},{"id":"e6105f44-41f9-4110-8cdd-ea854f45ef2b","block_type":"box","text":"Ca:","page_number":134,"box":{"x":89,"y":124,"width":21,"height":9}},{"id":"ccea1fad-b57a-4c18-b61d-e57c52b6cb9c","block_type":"box","text":"Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of","page_number":134,"box":{"x":116,"y":123,"width":806,"height":13}},{"id":"b22c7c2e-13f4-4629-8cce-9eb185b75ef0","block_type":"box","text":"principal and interest.","page_number":134,"box":{"x":89,"y":138,"width":150,"height":13}},{"id":"8f33f2ed-0693-46db-9a3f-0f32de79a02e","block_type":"box","text":"C:","page_number":134,"box":{"x":89,"y":165,"width":12,"height":10}},{"id":"7e9b3c39-7f06-40e7-84f6-ad640b12d5e7","block_type":"box","text":"Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.","page_number":134,"box":{"x":107,"y":165,"width":854,"height":12}},{"id":"6fa524a9-9c55-4a08-ae3b-c6650fff52cc","block_type":"box","text":"Note:","page_number":134,"box":{"x":89,"y":192,"width":37,"height":9}},{"id":"7225b83e-b8dc-48a3-9b07-af16d3c24148","block_type":"box","text":"Moody’s appends numerical modifiers 1, 2 and 3 in each generic rating classification from Aa through Caa. The","page_number":134,"box":{"x":131,"y":191,"width":780,"height":13}},{"id":"183a7fac-88a2-405e-a50e-903df02a110e","block_type":"box","text":"modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid","page_number":134,"box":{"x":89,"y":206,"width":866,"height":13}},{"id":"88b3a792-d434-465a-85ee-baa1006210e4","block_type":"box","text":"range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.","page_number":134,"box":{"x":89,"y":222,"width":707,"height":12}},{"id":"6f02888a-dbfa-4b01-8ab0-00e0aaf408aa","block_type":"box","text":"Absence of Rating:","page_number":134,"box":{"x":88,"y":248,"width":136,"height":12}},{"id":"29f431f1-2492-4181-9b01-c509e6ae585d","block_type":"box","text":"Where no rating has been assigned or where a rating has been withdrawn, it may be for reasons","page_number":134,"box":{"x":229,"y":248,"width":672,"height":12}},{"id":"f99b952d-3cf4-4889-a82e-cf82b4087da3","block_type":"box","text":"unrelated to the creditworthiness of the issue.","page_number":134,"box":{"x":89,"y":263,"width":320,"height":10}},{"id":"451ffc75-47a4-4607-9ff2-4638399e0281","block_type":"box","text":"Should no rating be assigned, the reason may be one of the following:","page_number":134,"box":{"x":88,"y":290,"width":489,"height":12}},{"id":"88edb827-8d50-4111-ad81-ca97f8d92653","block_type":"box","text":"1. An application was not received or accepted.","page_number":134,"box":{"x":90,"y":310,"width":328,"height":12}},{"id":"31148102-cd6a-43f9-a028-0ce0e0ffef74","block_type":"box","text":"2. The issue or issuer belongs to a group of securities or entities that are not rated as a matter of policy.","page_number":134,"box":{"x":89,"y":330,"width":721,"height":12}},{"id":"81b4cca9-40d9-4f62-8b8d-267bfac850fc","block_type":"box","text":"3. There is a lack of essential data pertaining to the issue or issuer.","page_number":134,"box":{"x":89,"y":350,"width":461,"height":12}},{"id":"87728a95-173a-47f1-a6de-649ef1bc5e8e","block_type":"box","text":"4. The issue was privately placed, in which case the rating is not published in Moody’s publications.","page_number":134,"box":{"x":88,"y":370,"width":695,"height":13}},{"id":"d7328959-f6f5-4913-ab1e-52a3fb858334","block_type":"box","text":"Withdrawal may occur if new and material circumstances arise, the effects of which preclude satisfactory analysis; if there is","page_number":134,"box":{"x":88,"y":397,"width":869,"height":12}},{"id":"d3ca3e54-7503-48d4-91ba-432a1a7e1a63","block_type":"box","text":"no longer available reasonable up-to-date data to permit a judgment to be formed; if a bond is called for redemption; or for","page_number":134,"box":{"x":89,"y":412,"width":862,"height":12}},{"id":"6f90c776-0e11-44f7-be2b-750465e4c6c2","block_type":"box","text":"other reasons.","page_number":134,"box":{"x":89,"y":427,"width":98,"height":10}},{"id":"015c6a47-9092-4e2f-9d41-7f85f7c9fed1","block_type":"box","text":"Short-Term Obligations","page_number":134,"box":{"x":88,"y":453,"width":170,"height":13}},{"id":"1839b6bd-68e0-4f53-84c7-acabebda402a","block_type":"box","text":"Moody’s short-term debt ratings are opinions of the ability of issuers to honor short-term financial obligations, generally with","page_number":134,"box":{"x":89,"y":480,"width":878,"height":12}},{"id":"3fb5e713-5b25-4451-bc5b-bba716cf06d0","block_type":"box","text":"an original maturity not exceeding thirteen months.","page_number":134,"box":{"x":89,"y":495,"width":361,"height":12}},{"id":"aaa88338-6210-4d10-b35e-3051853288b2","block_type":"box","text":"Moody’s employs the following designations to indicate the relative repayment ability of rated issuers:","page_number":134,"box":{"x":89,"y":521,"width":712,"height":13}},{"id":"ece08027-3574-445c-8470-54509d187891","block_type":"box","text":"P-1:","page_number":134,"box":{"x":89,"y":548,"width":26,"height":10}},{"id":"ccf6cdb9-8923-42b8-9d53-7fb6567d2c61","block_type":"box","text":"Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.","page_number":134,"box":{"x":121,"y":548,"width":761,"height":12}},{"id":"ba716b72-ff85-46ad-ac5b-c0651e72263b","block_type":"box","text":"P-2:","page_number":134,"box":{"x":89,"y":575,"width":26,"height":9}},{"id":"cbb53f4d-4f34-4240-9820-da79df0bac6f","block_type":"box","text":"Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.","page_number":134,"box":{"x":122,"y":574,"width":749,"height":13}},{"id":"3eceb424-7cc0-4018-999e-114f2a657132","block_type":"box","text":"P-3:","page_number":134,"box":{"x":89,"y":601,"width":26,"height":9}},{"id":"7be543f2-8744-4a97-a95d-d22c635ad5d8","block_type":"box","text":"Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.","page_number":134,"box":{"x":121,"y":601,"width":754,"height":12}},{"id":"b87c910d-f1eb-4451-8e99-1be9a359e079","block_type":"box","text":"NP:","page_number":134,"box":{"x":89,"y":628,"width":22,"height":9}},{"id":"1d1d35e5-0396-4361-aef7-8187aab4c9cf","block_type":"box","text":"Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.","page_number":134,"box":{"x":118,"y":627,"width":725,"height":13}},{"id":"68044258-715d-4f9a-ab94-059903a33769","block_type":"box","text":"US Municipal Short-Term Debt Obligations","page_number":134,"box":{"x":89,"y":654,"width":308,"height":12}},{"id":"5415e627-ce84-42f8-a3b7-4dc361463259","block_type":"box","text":"There are three rating categories for short-term municipal obligations that are considered investment-grade and are","page_number":134,"box":{"x":88,"y":680,"width":812,"height":12}},{"id":"5197e858-41c6-4800-92fc-d99fec89fa97","block_type":"box","text":"designated as Municipal Investment Grade (MIG). In addition, those short-term obligations that are of speculative quality are","page_number":134,"box":{"x":89,"y":695,"width":873,"height":13}},{"id":"ad9737be-c216-4c26-b083-f19f4a18620b","block_type":"box","text":"designated SG, or speculative grade. MIG ratings expire at the maturity of the obligation.","page_number":134,"box":{"x":89,"y":710,"width":618,"height":13}},{"id":"1b5a632c-8b48-45b4-a267-a354be86d919","block_type":"box","text":"MIG 1:","page_number":134,"box":{"x":89,"y":737,"width":45,"height":10}},{"id":"41fdbc3a-08dc-4a92-a1d4-54dc7c6b197c","block_type":"box","text":"This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly","page_number":134,"box":{"x":139,"y":737,"width":791,"height":12}},{"id":"0a72667c-fba4-417d-acba-abd4149fa6d7","block_type":"box","text":"reliable liquidity support, or demonstrated broad-based access to the market for refinancing.","page_number":134,"box":{"x":89,"y":752,"width":647,"height":12}},{"id":"6cc035c3-cbe1-410c-aabb-2fd3a6bf86ab","block_type":"box","text":"MIG 2:","page_number":134,"box":{"x":89,"y":779,"width":46,"height":9}},{"id":"a5db2795-317e-4137-a23c-0c69e1f0abd2","block_type":"box","text":"This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the","page_number":134,"box":{"x":140,"y":778,"width":774,"height":13}},{"id":"8c67d2b0-397b-4c60-8451-ac30197505b7","block_type":"box","text":"preceding group.","page_number":134,"box":{"x":89,"y":793,"width":118,"height":13}},{"id":"7d5be9c3-b05a-481c-92a8-0df1c9c4fd26","block_type":"box","text":"MIG 3:","page_number":134,"box":{"x":89,"y":820,"width":46,"height":10}},{"id":"ab8676a3-5e22-488b-8b83-df0c3a93bfdf","block_type":"box","text":"This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market","page_number":134,"box":{"x":140,"y":820,"width":796,"height":12}},{"id":"b06c0d1e-53a5-408c-a3ba-292ad3b1cf77","block_type":"box","text":"access for refinancing is likely to be less well-established.","page_number":134,"box":{"x":89,"y":835,"width":398,"height":12}},{"id":"280f3d7d-5584-4037-86db-ba425dfb60c1","block_type":"box","text":"B-2","page_number":134,"box":{"x":517,"y":894,"width":22,"height":9}},{"id":"dc6fdae8-f1b7-4e93-b6ee-e78c36e74f3c","block_type":"box","text":"SG:","page_number":135,"box":{"x":88,"y":44,"width":23,"height":10}},{"id":"21875fb6-7e2b-4e81-8752-6f7c604737cf","block_type":"box","text":"This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins","page_number":135,"box":{"x":116,"y":44,"width":839,"height":12}},{"id":"dcf01676-bbf4-4eca-87f2-a0921d82af4b","block_type":"box","text":"of protection.","page_number":135,"box":{"x":89,"y":59,"width":93,"height":12}},{"id":"7ace847d-6c5a-4b19-9172-1c28b60822c2","block_type":"box","text":"S&P Global Ratings","page_number":135,"box":{"x":88,"y":85,"width":137,"height":13}},{"id":"5fac8fe1-78f8-410b-9905-f4c9f1fedb26","block_type":"box","text":"Long-Term Obligations","page_number":135,"box":{"x":89,"y":112,"width":166,"height":12}},{"id":"5221fce8-483e-4f85-b899-ffe14715191d","block_type":"box","text":"AAA:","page_number":135,"box":{"x":88,"y":139,"width":37,"height":9}},{"id":"0cbab837-c361-4a3b-9613-5240f5739bbd","block_type":"box","text":"An obligation rated AAA has the highest rating assigned by S&P Global Ratings. The obligor’s capacity to meet its","page_number":135,"box":{"x":130,"y":138,"width":793,"height":13}},{"id":"91b61b7a-083f-4a4d-a931-f5afcce95149","block_type":"box","text":"financial commitment on the obligation is extremely strong.","page_number":135,"box":{"x":88,"y":153,"width":420,"height":13}},{"id":"8005a0c9-e725-4075-b56d-c28f8d1023e2","block_type":"box","text":"AA:","page_number":135,"box":{"x":88,"y":180,"width":25,"height":10}},{"id":"a30677f8-ca58-4024-86bc-54bd32d877ca","block_type":"box","text":"An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet","page_number":135,"box":{"x":119,"y":180,"width":832,"height":12}},{"id":"db24303f-7ba7-476b-b0ea-6b50c80ef8f7","block_type":"box","text":"its financial commitment is very strong.","page_number":135,"box":{"x":89,"y":195,"width":276,"height":12}},{"id":"9022e907-9528-4fbe-9cef-d24f7532d527","block_type":"box","text":"A:","page_number":135,"box":{"x":88,"y":222,"width":14,"height":9}},{"id":"4d383a5f-247e-464c-999f-d5d7ee5805b3","block_type":"box","text":"An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic","page_number":135,"box":{"x":107,"y":222,"width":830,"height":12}},{"id":"3b973c3b-05a3-4be2-b2dc-d27799c8c0ba","block_type":"box","text":"conditions than obligations in higher-rated categories. However, the obligor’s capacity to meet its financial commitment on","page_number":135,"box":{"x":89,"y":237,"width":863,"height":12}},{"id":"b698bfec-9164-40d4-93c0-1b25320d6fdb","block_type":"box","text":"the obligation is still strong.","page_number":135,"box":{"x":88,"y":252,"width":193,"height":12}},{"id":"b7085dbe-50d7-4aec-9da2-6d18344b284b","block_type":"box","text":"BBB:","page_number":135,"box":{"x":89,"y":279,"width":31,"height":9}},{"id":"22b1c3fa-24e0-4712-9228-564fd0f4bfec","block_type":"box","text":"An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing","page_number":135,"box":{"x":125,"y":278,"width":825,"height":13}},{"id":"91f4d8b5-1124-432a-be29-bc02b0d48f26","block_type":"box","text":"circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the","page_number":135,"box":{"x":89,"y":293,"width":813,"height":13}},{"id":"da43ae8b-21f2-4cfe-b8ba-63f71bcd012f","block_type":"box","text":"obligation.","page_number":135,"box":{"x":89,"y":308,"width":72,"height":13}},{"id":"7a8c2585-5842-430d-a6af-e8af63348f05","block_type":"box","text":"BB; B; CCC; CC; and C:","page_number":135,"box":{"x":89,"y":335,"width":156,"height":11}},{"id":"9a81727f-2164-4a95-a9d9-1db28e24eecf","block_type":"box","text":"Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative characteristics.","page_number":135,"box":{"x":251,"y":335,"width":706,"height":12}},{"id":"ac800878-7edf-4c81-99a3-35ea69aa95af","block_type":"box","text":"BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and","page_number":135,"box":{"x":89,"y":350,"width":827,"height":12}},{"id":"e520fe15-2c78-4243-9a33-c0e54026bf4b","block_type":"box","text":"protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.","page_number":135,"box":{"x":89,"y":365,"width":816,"height":12}},{"id":"d06d9b12-7389-4359-975a-db80020945bc","block_type":"box","text":"BB:","page_number":135,"box":{"x":89,"y":392,"width":21,"height":9}},{"id":"0f708a61-e82f-4c03-a526-c845e7c88787","block_type":"box","text":"An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing","page_number":135,"box":{"x":115,"y":392,"width":832,"height":12}},{"id":"d9e8c8dd-0358-411f-abdc-2776126d495a","block_type":"box","text":"uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligor’s inadequate","page_number":135,"box":{"x":89,"y":407,"width":877,"height":12}},{"id":"3f11baf3-8d0b-4981-b353-0ba1efc99534","block_type":"box","text":"capacity to meet its financial commitment on the obligation.","page_number":135,"box":{"x":89,"y":422,"width":422,"height":12}},{"id":"715930af-cf0f-45aa-9784-12d9d7118be9","block_type":"box","text":"B:","page_number":135,"box":{"x":89,"y":449,"width":12,"height":9}},{"id":"d1676d53-d7c2-4983-86ed-54ace173759c","block_type":"box","text":"An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the","page_number":135,"box":{"x":106,"y":448,"width":808,"height":13}},{"id":"a6b66196-6b1a-4cc8-aca8-f7aa4c264a46","block_type":"box","text":"capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely","page_number":135,"box":{"x":89,"y":463,"width":858,"height":13}},{"id":"fe2afec9-0b78-44f0-985c-8360311bc613","block_type":"box","text":"impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.","page_number":135,"box":{"x":89,"y":479,"width":663,"height":12}},{"id":"780c892b-0650-42d5-a822-8b70e3f71d7b","block_type":"box","text":"CCC:","page_number":135,"box":{"x":89,"y":506,"width":33,"height":9}},{"id":"35d49a70-47ad-4f19-99b3-32fdd06a6374","block_type":"box","text":"An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial,","page_number":135,"box":{"x":127,"y":505,"width":814,"height":12}},{"id":"6e1dde43-1a00-4010-b58e-89150446b506","block_type":"box","text":"and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse","page_number":135,"box":{"x":89,"y":520,"width":810,"height":12}},{"id":"f0c7d164-43f8-46ac-b10b-942f75ada4b1","block_type":"box","text":"business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on","page_number":135,"box":{"x":89,"y":535,"width":872,"height":13}},{"id":"94deddd5-6c82-4551-b348-ddb0ac77e495","block_type":"box","text":"the obligation.","page_number":135,"box":{"x":88,"y":550,"width":100,"height":13}},{"id":"9be9e457-3c41-4592-a4de-89de65d6e618","block_type":"box","text":"CC:","page_number":135,"box":{"x":89,"y":577,"width":23,"height":10}},{"id":"9f946289-64a3-4663-a7a8-1df8fd43fa8f","block_type":"box","text":"An obligation rated CC is currently highly vulnerable to nonpayment. The CC rating is used when a default has not yet","page_number":135,"box":{"x":117,"y":577,"width":824,"height":12}},{"id":"12ab3aaf-39bf-4c56-bcaa-a4ac44286361","block_type":"box","text":"occurred, but S&P Global Ratings expects default to be a virtual certainty, regardless of the anticipated time to default.","page_number":135,"box":{"x":89,"y":592,"width":825,"height":12}},{"id":"b6d97fd1-e230-41ab-9c91-f287feaadb4f","block_type":"box","text":"C:","page_number":135,"box":{"x":89,"y":619,"width":12,"height":9}},{"id":"7174ceb9-5bc8-4b2a-9cb2-216977790f76","block_type":"box","text":"An obligation rated C is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative","page_number":135,"box":{"x":107,"y":618,"width":838,"height":13}},{"id":"aad22966-8c3c-4982-8c9f-3f40afd8474a","block_type":"box","text":"seniority or lower ultimate recovery compared to obligations that are rated higher.","page_number":135,"box":{"x":89,"y":633,"width":572,"height":13}},{"id":"206fabc9-9720-41bb-851b-d5e10e43956d","block_type":"box","text":"D:","page_number":135,"box":{"x":89,"y":661,"width":14,"height":9}},{"id":"def23f47-24e4-4f67-b07d-609072b727f5","block_type":"box","text":"An obligation rated D is in default or in breach of an imputed promise. For non-hybrid capital instruments, the D rating","page_number":135,"box":{"x":108,"y":660,"width":829,"height":12}},{"id":"7aed1d8d-f0cb-494d-804b-7248157d7df4","block_type":"box","text":"category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes that","page_number":135,"box":{"x":89,"y":675,"width":844,"height":12}},{"id":"5ed0574d-2715-49a0-acec-d985190b183e","block_type":"box","text":"such payments will be made within five business days in the absence of a stated grace period or within the earlier of the","page_number":135,"box":{"x":89,"y":690,"width":839,"height":13}},{"id":"556ad1bf-a164-4d19-a6ae-cb85bdf1728e","block_type":"box","text":"stated grace period or 30 calendar days. The D rating also will be used upon the filing of a bankruptcy petition or the taking","page_number":135,"box":{"x":89,"y":705,"width":862,"height":13}},{"id":"1a48d277-90d8-4cc1-a7f4-853a8ef0861a","block_type":"box","text":"of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An","page_number":135,"box":{"x":89,"y":720,"width":853,"height":13}},{"id":"281146da-136e-4d3f-9e9c-cfd63fe50388","block_type":"box","text":"obligation’s rating is lowered to D if it is subject to a distressed exchange offer.","page_number":135,"box":{"x":89,"y":736,"width":546,"height":12}},{"id":"9ab3576e-9a94-4a87-81a2-b90dc2590e3b","block_type":"box","text":"NR:","page_number":135,"box":{"x":89,"y":763,"width":23,"height":9}},{"id":"bce4fd34-a3fc-4bd4-a58f-fccb2eac9e2f","block_type":"box","text":"NR indicates no rating has been requested, or that there is insufficient information on which to base a rating, or that S&P","page_number":135,"box":{"x":118,"y":762,"width":844,"height":12}},{"id":"5589c963-3156-4516-847b-6860d1def5d7","block_type":"box","text":"Global Ratings does not rate a particular obligation as a matter of policy.","page_number":135,"box":{"x":89,"y":777,"width":504,"height":12}},{"id":"2f504310-2d1c-4901-bdca-82d6a262b2a0","block_type":"box","text":"Note:","page_number":135,"box":{"x":89,"y":804,"width":37,"height":9}},{"id":"00365893-c426-4adc-b75b-5121dc838c32","block_type":"box","text":"The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing","page_number":135,"box":{"x":131,"y":804,"width":816,"height":12}},{"id":"366a0e71-2c22-4f94-8484-4d6cef10fd96","block_type":"box","text":"within the major rating categories.","page_number":135,"box":{"x":88,"y":819,"width":241,"height":12}},{"id":"e26bf3f6-52e2-4d3d-a022-71b64aa87ff8","block_type":"box","text":"Short-Term Obligations","page_number":135,"box":{"x":88,"y":845,"width":170,"height":12}},{"id":"acd9c000-2ea0-42a9-bb7f-577073f79e7d","block_type":"box","text":"B-3","page_number":135,"box":{"x":517,"y":894,"width":22,"height":9}},{"id":"a5f974b9-b976-41bf-a3eb-90eb48a03c47","block_type":"box","text":"A-1:","page_number":136,"box":{"x":88,"y":44,"width":29,"height":10}},{"id":"2deca618-5216-47f0-a483-12bffa6cf9fe","block_type":"box","text":"A short-term obligation rated A-1 is rated in the highest category by S&P Global Ratings. The obligor’s capacity to meet","page_number":136,"box":{"x":122,"y":44,"width":835,"height":12}},{"id":"4cc4165d-c0b7-44f8-bca8-67057d195d2a","block_type":"box","text":"its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign","page_number":136,"box":{"x":89,"y":59,"width":870,"height":12}},{"id":"ec4b4248-a82b-460e-ad8d-155c9e7eac60","block_type":"box","text":"(+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.","page_number":136,"box":{"x":89,"y":74,"width":835,"height":12}},{"id":"555bfbd6-6983-4069-872d-e0c583cdb317","block_type":"box","text":"A-2:","page_number":136,"box":{"x":88,"y":101,"width":29,"height":9}},{"id":"0159df12-bc83-491d-bdc9-ce24ccf5ceec","block_type":"box","text":"A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and","page_number":136,"box":{"x":122,"y":101,"width":842,"height":12}},{"id":"b015fb04-b488-47f9-b306-a1c4d3bb50aa","block_type":"box","text":"economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial","page_number":136,"box":{"x":89,"y":116,"width":820,"height":12}},{"id":"f93d2db3-6d1e-453b-9e90-6e9670fe6025","block_type":"box","text":"commitment on the obligation is satisfactory.","page_number":136,"box":{"x":89,"y":131,"width":317,"height":12}},{"id":"d7df0c58-dd1d-4000-ac80-75ad9e1679e5","block_type":"box","text":"A-3:","page_number":136,"box":{"x":88,"y":158,"width":29,"height":9}},{"id":"9c276f55-d545-4491-abed-5e88f6aafdf8","block_type":"box","text":"A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse economic conditions or","page_number":136,"box":{"x":122,"y":157,"width":826,"height":13}},{"id":"ba611c19-3d68-4efc-bc4f-955fc529a460","block_type":"box","text":"changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on","page_number":136,"box":{"x":89,"y":172,"width":856,"height":13}},{"id":"c03f55c2-2f4c-4075-b44c-e8c2260b3b29","block_type":"box","text":"the obligation.","page_number":136,"box":{"x":88,"y":188,"width":100,"height":12}},{"id":"bcc97749-e539-4def-a463-188e4ca3740c","block_type":"box","text":"B:","page_number":136,"box":{"x":89,"y":215,"width":12,"height":9}},{"id":"e0be7789-181f-4ba1-9b58-5ed4aee3d391","block_type":"box","text":"A short-term obligation rated B is regarded as vulnerable and has significant speculative characteristics. The obligor","page_number":136,"box":{"x":106,"y":214,"width":811,"height":12}},{"id":"62d52d48-d6ab-4eba-9473-0a522d219564","block_type":"box","text":"currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead","page_number":136,"box":{"x":89,"y":229,"width":876,"height":12}},{"id":"1b73f879-bbd8-4d2b-bf02-85f74fbae96c","block_type":"box","text":"to the obligor’s inadequate capacity to meet its financial commitments.","page_number":136,"box":{"x":88,"y":244,"width":500,"height":13}},{"id":"78ecaed3-c9ee-4bf5-9b4e-cb7d3bfebf6c","block_type":"box","text":"C:","page_number":136,"box":{"x":89,"y":271,"width":12,"height":9}},{"id":"e54f0d78-c328-4f32-bd4a-93f4b8305976","block_type":"box","text":"A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon favorable business,","page_number":136,"box":{"x":107,"y":271,"width":794,"height":12}},{"id":"618de8b7-012b-4d3b-8919-0b95d30b7aae","block_type":"box","text":"financial, and economic conditions for the obligor to meet its financial commitment on the obligation.","page_number":136,"box":{"x":88,"y":286,"width":715,"height":12}},{"id":"96dde621-ce05-4fcd-bd07-5f7234f20923","block_type":"box","text":"D:","page_number":136,"box":{"x":89,"y":313,"width":14,"height":9}},{"id":"d07686d4-3464-432c-a9d1-2b9910c18fa7","block_type":"box","text":"A short-term obligation rated D is in default or in breach of an imputed promise. For non-hybrid capital instruments, the D","page_number":136,"box":{"x":108,"y":312,"width":856,"height":13}},{"id":"fb0fc074-475b-4326-8257-72140ce65d92","block_type":"box","text":"rating category is used when payments on an obligation are not made on the date due, unless S&P Global Ratings believes","page_number":136,"box":{"x":89,"y":327,"width":856,"height":13}},{"id":"a80e84fa-3a52-43fe-9c7c-e840c1730162","block_type":"box","text":"that such payments will be made within any stated grace period. However, any stated grace period longer than five business","page_number":136,"box":{"x":88,"y":342,"width":868,"height":13}},{"id":"2434bce1-a601-4197-8437-c6afe639df32","block_type":"box","text":"days will be treated as five business days. The D rating also will be used upon the filing of a bankruptcy petition or the taking","page_number":136,"box":{"x":89,"y":358,"width":870,"height":12}},{"id":"32a3886f-5898-4566-b201-cdd239e8951b","block_type":"box","text":"of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An","page_number":136,"box":{"x":89,"y":373,"width":865,"height":12}},{"id":"73db4ad9-f44a-4602-b319-d393258c5172","block_type":"box","text":"obligation’s rating is lowered to D if it is subject to a distressed exchange offer.","page_number":136,"box":{"x":89,"y":388,"width":546,"height":12}},{"id":"252b55be-d38f-4ed8-92a2-b7cfab18c962","block_type":"box","text":"Municipal Short-Term Obligations","page_number":136,"box":{"x":89,"y":414,"width":245,"height":13}},{"id":"7a219a05-044e-4a8f-9c62-908179b4b4a7","block_type":"box","text":"An S&P U.S. municipal note rating reflects S&P Global Ratings opinion about the liquidity factors and market access risks","page_number":136,"box":{"x":88,"y":441,"width":844,"height":12}},{"id":"4c2168ca-8d95-49c9-a23a-2dd34473791c","block_type":"box","text":"unique to the notes. Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more","page_number":136,"box":{"x":89,"y":456,"width":862,"height":12}},{"id":"739b82e9-154a-44c1-9373-34d91e88cc89","block_type":"box","text":"than three years will most likely receive a long-term debt rating.","page_number":136,"box":{"x":88,"y":471,"width":445,"height":12}},{"id":"3fafe181-1edd-4ea0-a993-4527782fad4c","block_type":"box","text":"SP-1:","page_number":136,"box":{"x":88,"y":498,"width":36,"height":9}},{"id":"86753a07-f024-4e4d-8af2-5af5fe7e1343","block_type":"box","text":"Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service","page_number":136,"box":{"x":129,"y":497,"width":832,"height":13}},{"id":"68a4d20a-5485-4c09-8b48-a16ac6e6c236","block_type":"box","text":"is given a plus (+) designation.","page_number":136,"box":{"x":89,"y":513,"width":211,"height":12}},{"id":"b518a9cf-c2e7-486b-96ed-0bbef04c193d","block_type":"box","text":"SP-2:","page_number":136,"box":{"x":88,"y":540,"width":36,"height":9}},{"id":"e5d3b0a3-9f44-4301-9ece-31752628f481","block_type":"box","text":"Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes","page_number":136,"box":{"x":130,"y":539,"width":822,"height":12}},{"id":"d84ed252-1f32-4fc4-9dfc-45d443b7a434","block_type":"box","text":"over the term of the notes.","page_number":136,"box":{"x":89,"y":554,"width":185,"height":10}},{"id":"914f7c48-c624-4bdc-96ba-e5dea4aba75c","block_type":"box","text":"SP-3:","page_number":136,"box":{"x":88,"y":581,"width":36,"height":9}},{"id":"42343002-7549-425b-98f6-634ade43e288","block_type":"box","text":"Speculative capacity to pay principal and interest.","page_number":136,"box":{"x":129,"y":581,"width":345,"height":12}},{"id":"62280629-48cb-44a3-bd00-6529d8682348","block_type":"box","text":"Fitch Ratings","page_number":136,"box":{"x":89,"y":607,"width":92,"height":12}},{"id":"1892a24d-aeae-46f1-a04d-8c1d6d38db67","block_type":"box","text":"Long-Term Obligations","page_number":136,"box":{"x":89,"y":633,"width":166,"height":13}},{"id":"758b473d-f675-4632-84d1-e676700f9922","block_type":"box","text":"AAA:","page_number":136,"box":{"x":88,"y":660,"width":37,"height":10}},{"id":"525e0903-f872-413b-b270-616dc8386f0c","block_type":"box","text":"Highest credit quality. AAA ratings denote the lowest expectation of credit risk. They are assigned only in cases of","page_number":136,"box":{"x":131,"y":660,"width":795,"height":12}},{"id":"b36ef1ed-98e6-46be-865f-67427befbd7d","block_type":"box","text":"exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected","page_number":136,"box":{"x":89,"y":675,"width":867,"height":12}},{"id":"09fdf41f-34dd-4049-860e-529c0f20f31e","block_type":"box","text":"by foreseeable events.","page_number":136,"box":{"x":89,"y":690,"width":152,"height":13}},{"id":"08ce232c-1f40-4a2c-83e0-6584813d48c9","block_type":"box","text":"AA:","page_number":136,"box":{"x":88,"y":717,"width":25,"height":9}},{"id":"0d9df7aa-ba38-4f06-92c8-3f9938081481","block_type":"box","text":"Very high credit quality. AA ratings denote expectations of very low credit risk. They indicate very strong capacity for","page_number":136,"box":{"x":119,"y":717,"width":814,"height":12}},{"id":"85057c8c-f27d-48ea-8fb8-f846405e578f","block_type":"box","text":"payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.","page_number":136,"box":{"x":89,"y":732,"width":710,"height":12}},{"id":"6f65ad59-3857-4abe-be56-da11a43d00eb","block_type":"box","text":"A:","page_number":136,"box":{"x":88,"y":759,"width":14,"height":9}},{"id":"39271836-89f4-42aa-83b2-08071fe85a59","block_type":"box","text":"High credit quality. A ratings denote expectations of low credit risk. The capacity for payment of financial commitments is","page_number":136,"box":{"x":108,"y":758,"width":851,"height":13}},{"id":"a1964236-d247-43f9-b8dd-5ddbd01bbd5c","block_type":"box","text":"considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is","page_number":136,"box":{"x":89,"y":773,"width":860,"height":13}},{"id":"a03c9156-a657-4588-996f-7c44fe491af6","block_type":"box","text":"the case for higher ratings.","page_number":136,"box":{"x":88,"y":788,"width":187,"height":13}},{"id":"3dfcda96-2166-44b0-9ac0-440320defe81","block_type":"box","text":"BBB:","page_number":136,"box":{"x":89,"y":816,"width":31,"height":9}},{"id":"883a7188-82ab-48a2-b155-64f5d322a079","block_type":"box","text":"Good credit quality. BBB ratings indicate that expectations of credit risk are currently low. The capacity for payment of","page_number":136,"box":{"x":125,"y":815,"width":824,"height":12}},{"id":"2458de75-452f-4b5f-a83d-02591e67913a","block_type":"box","text":"financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this","page_number":136,"box":{"x":88,"y":830,"width":852,"height":12}},{"id":"fe49de08-e237-4bb3-80d3-5d614d18f286","block_type":"box","text":"capacity.","page_number":136,"box":{"x":89,"y":846,"width":59,"height":11}},{"id":"f87fd9f7-5c4b-488a-873b-35fa99254ee4","block_type":"box","text":"B-4","page_number":136,"box":{"x":517,"y":894,"width":23,"height":9}},{"id":"84ef1c85-44e3-4a14-93a7-2f5cba4f6522","block_type":"box","text":"BB:","page_number":137,"box":{"x":89,"y":44,"width":21,"height":10}},{"id":"e118d640-7bf5-40a3-a5f7-0f3342cf9fbd","block_type":"box","text":"Speculative. BB ratings indicate an elevated vulnerability to credit risk, particularly in the event of adverse changes in","page_number":137,"box":{"x":116,"y":44,"width":812,"height":12}},{"id":"41744949-ce4c-4d19-8593-e1d3074bbf22","block_type":"box","text":"business or economic conditions over time; however, business or financial alternatives may be available to allow financial","page_number":137,"box":{"x":89,"y":59,"width":845,"height":12}},{"id":"6ad3179a-bc01-42f9-a8ac-e63939b021b9","block_type":"box","text":"commitments to be met.","page_number":137,"box":{"x":89,"y":74,"width":173,"height":10}},{"id":"5a6fece5-5f92-4eb6-9566-393b3775eae5","block_type":"box","text":"B:","page_number":137,"box":{"x":89,"y":101,"width":12,"height":9}},{"id":"1654c900-9736-4449-8783-bbcd5f7e8527","block_type":"box","text":"Highly speculative. B ratings indicate that material credit risk is present.","page_number":137,"box":{"x":107,"y":101,"width":497,"height":12}},{"id":"fe0dc150-7e8b-4750-9cf9-a331639c6dda","block_type":"box","text":"CCC:","page_number":137,"box":{"x":89,"y":128,"width":33,"height":9}},{"id":"401e7237-10c3-4d2b-95ed-249bd1605131","block_type":"box","text":"Substantial credit risk. CCC ratings indicate that substantial credit risk is present.","page_number":137,"box":{"x":127,"y":127,"width":563,"height":12}},{"id":"9851af6f-af2a-410f-97f6-2f36ff3e7c33","block_type":"box","text":"CC:","page_number":137,"box":{"x":89,"y":154,"width":23,"height":9}},{"id":"96e0fdd2-4978-4c84-bff6-29a4ee1e905f","block_type":"box","text":"Very high levels of credit risk. CC ratings indicate very high levels of credit risk.","page_number":137,"box":{"x":117,"y":153,"width":545,"height":13}},{"id":"4a96f864-1e61-42ef-bf53-570534288716","block_type":"box","text":"C:","page_number":137,"box":{"x":89,"y":180,"width":12,"height":10}},{"id":"bce10900-b7fa-44b2-8b26-d737eba03b97","block_type":"box","text":"Exceptionally high levels of credit risk. C indicates exceptionally high levels of credit risk.","page_number":137,"box":{"x":108,"y":180,"width":613,"height":12}},{"id":"6ae692ac-bf26-48f7-b89d-6bd6c8d0354e","block_type":"box","text":"Defaulted obligations typically are not assigned RD or D ratings, but are instead rated in the B to C rating categories,","page_number":137,"box":{"x":89,"y":206,"width":811,"height":13}},{"id":"838eff94-aa68-4d56-b927-1ee9f9a4ba8c","block_type":"box","text":"depending upon their recovery prospects and other relevant characteristics. This approach better aligns obligations that have","page_number":137,"box":{"x":89,"y":222,"width":876,"height":12}},{"id":"9ce40a70-cb5f-4470-90b0-c971fae1fbf6","block_type":"box","text":"comparable overall expected loss but varying vulnerability to default and loss.","page_number":137,"box":{"x":89,"y":237,"width":541,"height":12}},{"id":"7d0eefaf-f456-42d5-8b76-3c74c4d03a71","block_type":"box","text":"Note: The modifiers “+” or “-” may be appended to a rating to denote relative status within major rating categories. Such","page_number":137,"box":{"x":88,"y":263,"width":842,"height":12}},{"id":"db093ada-9c8b-4ffc-a35e-15ed815023f6","block_type":"box","text":"suffixes are not added to the AAA obligation rating category, or to corporate finance obligation ratings in the categories","page_number":137,"box":{"x":88,"y":278,"width":836,"height":13}},{"id":"ed44b775-1c43-4a8e-bebe-c891073464f9","block_type":"box","text":"below CCC.","page_number":137,"box":{"x":88,"y":293,"width":78,"height":10}},{"id":"ed98373f-4d62-489d-a2fd-cb536d10856f","block_type":"box","text":"The subscript ’emr’ is appended to a rating to denote embedded market risk which is beyond the scope of the rating. The","page_number":137,"box":{"x":89,"y":320,"width":843,"height":12}},{"id":"6a5d623f-53e0-4fa1-9b91-918f7807c2ad","block_type":"box","text":"designation is intended to make clear that the rating solely addresses the counterparty risk of the issuing bank. It is not meant","page_number":137,"box":{"x":88,"y":335,"width":881,"height":12}},{"id":"3a5c63d4-dd9b-4a60-974e-79ce5505557e","block_type":"box","text":"to indicate any limitation in the analysis of the counterparty risk, which in all other respects follows published Fitch criteria for","page_number":137,"box":{"x":89,"y":350,"width":876,"height":12}},{"id":"1fa6660b-1f26-44f7-8935-4d5661db969c","block_type":"box","text":"analyzing the issuing financial institution. Fitch does not rate these instruments where the principal is to any degree subject to","page_number":137,"box":{"x":88,"y":365,"width":879,"height":12}},{"id":"f8ada43e-bbab-406c-bf6c-b0f795095760","block_type":"box","text":"market risk.","page_number":137,"box":{"x":88,"y":380,"width":81,"height":10}},{"id":"eb5bc9bc-459c-4123-b837-f6edcdc6d59a","block_type":"box","text":"Short-Term Obligations (Corporate and Public Finance)","page_number":137,"box":{"x":88,"y":407,"width":400,"height":12}},{"id":"95e7d40d-39d6-4a43-aa56-279beb3f5f7f","block_type":"box","text":"A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity or","page_number":137,"box":{"x":88,"y":433,"width":855,"height":13}},{"id":"039db5e3-5385-45de-8663-3ddf40ca645b","block_type":"box","text":"security stream and relates to the capacity to meet financial obligations in accordance with the documentation governing the","page_number":137,"box":{"x":89,"y":448,"width":878,"height":13}},{"id":"e08cef20-ce03-465e-8918-ddd761247ce6","block_type":"box","text":"relevant obligation. Short-Term Ratings are assigned to obligations whose initial maturity is viewed as “short-term” based on","page_number":137,"box":{"x":89,"y":463,"width":874,"height":13}},{"id":"4f2a5600-f94f-484b-ac50-928b51ee8359","block_type":"box","text":"market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations, and up to 36","page_number":137,"box":{"x":89,"y":479,"width":866,"height":12}},{"id":"fd7ea657-5e5a-444c-9cb1-658220c6dbc9","block_type":"box","text":"months for obligations in U.S. public finance markets.","page_number":137,"box":{"x":89,"y":494,"width":374,"height":12}},{"id":"8bfe89d8-8941-48b8-9fd8-50890ebc28ce","block_type":"box","text":"F1:","page_number":137,"box":{"x":89,"y":521,"width":20,"height":9}},{"id":"2d3aff40-241f-4373-a796-69ddf70716eb","block_type":"box","text":"Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments;","page_number":137,"box":{"x":115,"y":520,"width":844,"height":12}},{"id":"ba479d8e-1378-44fc-baea-6eb1bf29bf8c","block_type":"box","text":"may have an added “+” to denote any exceptionally strong credit feature.","page_number":137,"box":{"x":89,"y":535,"width":509,"height":13}},{"id":"b5faa9fe-4cc8-4ac1-aa70-a2b632a86414","block_type":"box","text":"F2:","page_number":137,"box":{"x":89,"y":562,"width":20,"height":9}},{"id":"f03e9ce4-2e77-4c56-9c08-4c0685d8b24d","block_type":"box","text":"Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.","page_number":137,"box":{"x":115,"y":562,"width":706,"height":12}},{"id":"d8c5cd66-92f9-4257-8119-0107988874b0","block_type":"box","text":"F3:","page_number":137,"box":{"x":89,"y":589,"width":20,"height":9}},{"id":"c8d1a111-404f-4e96-a87e-c827b47fb011","block_type":"box","text":"Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate.","page_number":137,"box":{"x":115,"y":588,"width":766,"height":12}},{"id":"4ee7d05b-61b1-4967-8ebe-df4a53a4f8de","block_type":"box","text":"B:","page_number":137,"box":{"x":89,"y":615,"width":12,"height":9}},{"id":"d8479b7c-73de-46fb-a459-d803076146a0","block_type":"box","text":"Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened","page_number":137,"box":{"x":106,"y":615,"width":824,"height":12}},{"id":"21152696-3ca4-4faf-9d7a-6de09dd26714","block_type":"box","text":"vulnerability to near term adverse changes in financial and economic conditions.","page_number":137,"box":{"x":88,"y":630,"width":564,"height":12}},{"id":"8399da69-878a-404f-9a58-f835c52ff727","block_type":"box","text":"C:","page_number":137,"box":{"x":89,"y":657,"width":12,"height":9}},{"id":"220945ac-ea4e-4f7f-8790-5607f92a8836","block_type":"box","text":"High short-term default risk. Default is a real possibility.","page_number":137,"box":{"x":108,"y":656,"width":386,"height":13}},{"id":"a52ff7e8-2935-45ea-bb26-3614d63faa30","block_type":"box","text":"RD:","page_number":137,"box":{"x":89,"y":683,"width":24,"height":9}},{"id":"a675e808-3626-44a9-afac-3fd8315c1bdd","block_type":"box","text":"Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it","page_number":137,"box":{"x":119,"y":683,"width":792,"height":12}},{"id":"14ee10fd-cea4-4f43-b7a6-741c9022d179","block_type":"box","text":"continues to meet other financial obligations. Typically applicable to entity ratings only.","page_number":137,"box":{"x":89,"y":698,"width":609,"height":12}},{"id":"1779c793-db4a-4718-a280-240d1958e558","block_type":"box","text":"D:","page_number":137,"box":{"x":89,"y":725,"width":14,"height":9}},{"id":"3127cc61-bb1e-4acd-9181-7a57ac7c7484","block_type":"box","text":"Default. 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