{"annotation_id":"1248c13f-1328-4d32-b602-36320a3c458c","file_hash":"83312eaa75751d65aea57ab60a679a79aef28c0a2de5a3d7d9a95f0b3e4f800c","schema_id":"open/document-extraction","schema_version":"0.5.0","record":{"extraction_type":"boxes","producer":"pdf-extractor-v0.5.0","blocks":[{"id":"5a018e75-f5aa-47e1-8d38-44573652fe6f","block_type":"box","text":"iShares U.S. ETF Trust","page_number":1,"box":{"x":418,"y":69,"width":167,"height":10}},{"id":"480a412f-0a7d-407d-96c2-c6bb98fae620","block_type":"box","text":"Supplement dated October 9, 2026","page_number":1,"box":{"x":372,"y":92,"width":260,"height":13}},{"id":"2438db70-4e92-4ae4-96c7-1bbafd5db512","block_type":"box","text":"to the currently effective Summary Prospectus, Prospectus, and","page_number":1,"box":{"x":268,"y":108,"width":467,"height":13}},{"id":"3476d000-cf5e-4de6-b9b9-f03940096f23","block_type":"box","text":"Statement of Additional Information (“SAI”) for the","page_number":1,"box":{"x":314,"y":123,"width":376,"height":13}},{"id":"6233a7b9-ffc5-4fe8-b1cc-f729558df843","block_type":"box","text":"iShares Bloomberg Roll Select Commodity Strategy ETF (CMDY) (the “Fund”)","page_number":1,"box":{"x":220,"y":139,"width":564,"height":13}},{"id":"c6f205ee-7dc0-496e-b8f2-f93c50d0e47e","block_type":"box","text":"The Board of Trustees has approved the following changes for the Fund that are expected to take effect","page_number":1,"box":{"x":116,"y":162,"width":756,"height":13}},{"id":"7c704c59-ad91-42f8-b215-2f18719abbdb","block_type":"box","text":"on or around December 11, 2026:","page_number":1,"box":{"x":116,"y":178,"width":250,"height":11}},{"id":"740f26ae-be91-4082-991b-080c9fe74f1f","block_type":"box","text":"Current New","page_number":1,"box":{"x":183,"y":199,"width":563,"height":9}},{"id":"1b95d445-ae3e-4a9d-9636-1db4726a4472","block_type":"box","text":"Fund Name","page_number":1,"box":{"x":141,"y":227,"width":89,"height":10}},{"id":"08e8d144-a210-4270-9dc4-809dbedb3341","block_type":"box","text":"iShares Bloomberg Roll Select Commodity","page_number":1,"box":{"x":257,"y":219,"width":309,"height":13}},{"id":"2dd3985a-bca3-4591-b07c-b277ed6c8369","block_type":"box","text":"Strategy ETF","page_number":1,"box":{"x":363,"y":235,"width":96,"height":12}},{"id":"e4ad6dc4-5b64-4995-9811-09136aa4636f","block_type":"box","text":"iShares Bloomberg Enhanced Roll Yield","page_number":1,"box":{"x":584,"y":219,"width":287,"height":13}},{"id":"420a41e7-40e3-4938-a8c2-4d476304c1e9","block_type":"box","text":"Commodity Strategy ETF","page_number":1,"box":{"x":643,"y":235,"width":186,"height":12}},{"id":"318e1cc7-fac9-40fb-9868-a0cd88b5cdc4","block_type":"box","text":"Underlying Index","page_number":1,"box":{"x":120,"y":266,"width":132,"height":12}},{"id":"afdd47f2-6730-4b77-8fdf-a58e38157573","block_type":"box","text":"Bloomberg Roll Select Commodity Total","page_number":1,"box":{"x":265,"y":258,"width":293,"height":12}},{"id":"8d51134e-2ff3-4d37-ac3f-f2c899abc456","block_type":"box","text":"Return Index","page_number":1,"box":{"x":363,"y":273,"width":96,"height":10}},{"id":"4d10baa1-2c8c-4aae-a8d6-da74ed440580","block_type":"box","text":"Bloomberg Enhanced Roll Yield Total","page_number":1,"box":{"x":592,"y":258,"width":271,"height":12}},{"id":"367169b4-ce32-4e8e-ad3b-55a956e480ab","block_type":"box","text":"Return Index","page_number":1,"box":{"x":688,"y":273,"width":96,"height":10}},{"id":"e30b88fa-7e40-42e7-82e2-60b5605b4be8","block_type":"box","text":"Š","page_number":1,"box":{"x":116,"y":307,"width":9,"height":6}},{"id":"7b90cc91-6085-4608-ade8-6b9d9a60e82f","block_type":"box","text":"The Principal Investment Strategies section in the Fund’s Summary Prospectus and Prospectus are","page_number":1,"box":{"x":136,"y":304,"width":750,"height":13}},{"id":"bf41020f-9fc8-4983-949c-4a0a0489c3d8","block_type":"box","text":"deleted in their entirety and replaced with the following:","page_number":1,"box":{"x":137,"y":320,"width":426,"height":12}},{"id":"e415e3d2-d336-4edb-aa37-6f8887a809a5","block_type":"box","text":"The Fund seeks to track the investment results of the Bloomberg Enhanced Roll Yield Total Return","page_number":1,"box":{"x":156,"y":343,"width":716,"height":13}},{"id":"85a245fe-bef1-4354-94c1-c22e0912a557","block_type":"box","text":"Index (the “Underlying Index”), which measures the performance of futures contracts across the","page_number":1,"box":{"x":158,"y":359,"width":703,"height":12}},{"id":"58e960bc-5869-4e92-9db8-4755d9dd9266","block_type":"box","text":"following six physical commodity groups: energy, precious metals, industrial metals, grains and","page_number":1,"box":{"x":156,"y":374,"width":696,"height":13}},{"id":"27e6859b-bf26-4b36-bdca-255de2678d5e","block_type":"box","text":"derived grains, softs, and livestock, as determined by Bloomberg Index Services Limited","page_number":1,"box":{"x":157,"y":390,"width":636,"height":12}},{"id":"252d22c4-cfc6-468c-a64d-fddffe12e94e","block_type":"box","text":"(“Bloomberg” or the “Index Provider”). The Underlying Index, which is rebalanced annually,","page_number":1,"box":{"x":157,"y":405,"width":665,"height":13}},{"id":"c1e19b77-6683-48a3-824d-17ae4a8382fc","block_type":"box","text":"provides broad-based exposure to commodities as an asset class by using liquidity factors and","page_number":1,"box":{"x":157,"y":421,"width":689,"height":12}},{"id":"9338ace5-c723-49a1-aa38-143c08322882","block_type":"box","text":"sector caps to avoid over-concentration in any single commodity or commodity sector.","page_number":1,"box":{"x":157,"y":436,"width":636,"height":13}},{"id":"49fe40c8-db1c-4e1c-bf06-ab872fcbbc3e","block_type":"box","text":"The Fund, through its Subsidiary (as defined below), invests in financial instruments providing","page_number":1,"box":{"x":156,"y":459,"width":686,"height":13}},{"id":"4fb2f687-c388-4a2a-bd29-9b90655e9660","block_type":"box","text":"exposure to commodities and not in the physical commodities themselves. In seeking to achieve its","page_number":1,"box":{"x":157,"y":475,"width":724,"height":12}},{"id":"6881ee0c-3465-4408-9d8f-5492721ed3e7","block_type":"box","text":"investment objective, the Fund expects to obtain a substantial portion of its exposure to the","page_number":1,"box":{"x":157,"y":490,"width":668,"height":13}},{"id":"03d332fe-f6b1-4218-b816-e31dbc823c37","block_type":"box","text":"investment results of the Underlying Index through total return swaps referencing the Underlying","page_number":1,"box":{"x":157,"y":506,"width":708,"height":12}},{"id":"ae17c75b-e295-446f-a865-bc3af78449e5","block_type":"box","text":"Index and/or the commodity futures contracts represented in the Underlying Index. The Fund is","page_number":1,"box":{"x":158,"y":521,"width":698,"height":13}},{"id":"1c9b83ca-bc21-4661-9edf-5b0f0baaaa4c","block_type":"box","text":"expected to enter into new total return swap contracts on an ongoing basis and replace expiring","page_number":1,"box":{"x":157,"y":537,"width":702,"height":12}},{"id":"c82419ed-94bf-4801-8013-fe7e161437f6","block_type":"box","text":"contracts as necessary to maintain exposure to the Underlying Index. Total return swaps","page_number":1,"box":{"x":157,"y":552,"width":646,"height":13}},{"id":"50e5aca0-ca30-4ab7-bc62-06a7eeec5020","block_type":"box","text":"subsequently acquired by the Fund may have terms that differ from those previously held by the","page_number":1,"box":{"x":157,"y":568,"width":701,"height":12}},{"id":"15c253d6-312f-42d7-a97a-f2cda9546c8a","block_type":"box","text":"Fund. The Fund generally expects to pay a fixed payment rate and swap-related fees to each","page_number":1,"box":{"x":157,"y":583,"width":673,"height":13}},{"id":"269b89af-8b55-479a-82bb-1ab33db4a19f","block_type":"box","text":"counterparty and receive the total return of the Underlying Index. Although the Underlying Index","page_number":1,"box":{"x":157,"y":599,"width":704,"height":13}},{"id":"0c5a3920-b721-4e17-9e29-af3356b25afe","block_type":"box","text":"measures the performance of futures contracts, the Fund is not required to hold those futures","page_number":1,"box":{"x":157,"y":614,"width":685,"height":13}},{"id":"f8ba1aac-d972-4007-a1ac-d7e024b4a28c","block_type":"box","text":"contracts directly in order to obtain its exposure to the Underlying Index.","page_number":1,"box":{"x":157,"y":630,"width":530,"height":13}},{"id":"fcad263a-7a3b-4c9d-893f-0d732f8f2c84","block_type":"box","text":"The Fund may also invest in swaps on commodity futures contracts and other commodity-linked","page_number":1,"box":{"x":156,"y":653,"width":709,"height":13}},{"id":"d013dcb1-25c6-4ccf-af68-b08f2f7df97f","block_type":"box","text":"swaps, exchange-traded commodity futures contracts, options on futures contracts, forward","page_number":1,"box":{"x":157,"y":669,"width":673,"height":12}},{"id":"22a4f03e-d854-4a72-a3bf-9d475c4ed808","block_type":"box","text":"contracts and other commodity-linked instruments that provide exposure to commodities","page_number":1,"box":{"x":157,"y":684,"width":653,"height":13}},{"id":"95a49050-04b1-4362-ad61-d5450f1c86d6","block_type":"box","text":"represented in, or related to, the Underlying Index (collectively, “Commodity Investments”). The","page_number":1,"box":{"x":157,"y":700,"width":693,"height":12}},{"id":"9eea63ae-e196-4009-8a73-38a2287e6cef","block_type":"box","text":"Fund invests in Commodity Investments solely through its Subsidiary. Investing in Commodity","page_number":1,"box":{"x":157,"y":715,"width":682,"height":13}},{"id":"40e7e4d7-50a2-4614-8ac8-36a4f163da03","block_type":"box","text":"Investments may have a leveraging effect on the Fund.","page_number":1,"box":{"x":158,"y":731,"width":395,"height":12}},{"id":"421fb264-a938-44fb-b2d1-2f5ecc0b9cb7","block_type":"box","text":"The Fund also seeks to generate interest income and capital appreciation on the cash balances","page_number":1,"box":{"x":156,"y":754,"width":687,"height":13}},{"id":"c2e02b44-93e7-4ed1-ac50-11bab06d7828","block_type":"box","text":"arising from its investment in Commodity Investments through a cash management strategy","page_number":1,"box":{"x":157,"y":769,"width":673,"height":13}},{"id":"b04d802d-9bd8-46e9-ba47-3d8e782dcede","block_type":"box","text":"consisting of investments in cash and cash equivalents, short term government obligations and","page_number":1,"box":{"x":157,"y":785,"width":691,"height":13}},{"id":"c2e7f284-4875-4b74-b0b8-bdb806d84c3c","block_type":"box","text":"short-term investment grade fixed-income securities (collectively, “Fixed-Income Investments”).","page_number":1,"box":{"x":157,"y":800,"width":698,"height":13}},{"id":"f049ff67-c618-4f24-9d88-2f39dc386697","block_type":"box","text":"The Fund invests in Fixed-Income Investments for investment purposes and to provide sufficient","page_number":1,"box":{"x":156,"y":816,"width":701,"height":13}},{"id":"9d9bc857-736a-4070-a0f8-43c3a7a7af83","block_type":"box","text":"assets to account for (or “cover”) mark-to-market changes and to collateralize the Subsidiary’s","page_number":1,"box":{"x":157,"y":831,"width":692,"height":13}},{"id":"c59ec037-7b30-4540-a9f4-d9a712e94f30","block_type":"box","text":"investments in derivatives on a day-to-day basis. As part of its cash management strategy, the Fund","page_number":1,"box":{"x":157,"y":847,"width":729,"height":13}},{"id":"fbdbc52b-cbc4-4e3c-bc74-d10e25e0ae24","block_type":"box","text":"may also invest in repurchase agreements, money market instruments, U.S. government and","page_number":1,"box":{"x":157,"y":862,"width":676,"height":13}},{"id":"3cff8a39-da40-44d0-acf2-2257efc6b65d","block_type":"box","text":"agency securities, Treasury Inflation-Protected Securities, sovereign debt obligations of non-U.S.","page_number":1,"box":{"x":157,"y":878,"width":702,"height":13}},{"id":"925f41f8-bf33-4794-8364-47b0775b0381","block_type":"box","text":"countries and investment-grade corporate bonds.","page_number":1,"box":{"x":157,"y":893,"width":365,"height":13}},{"id":"dc1789ac-3491-43b9-b300-c0d3d0bc679e","block_type":"box","text":"In order to maintain exposure to a futures contract on a particular commodity, an investor must sell","page_number":2,"box":{"x":158,"y":69,"width":726,"height":13}},{"id":"100fca71-85b5-4f3e-a30d-b2a5eb64e796","block_type":"box","text":"the position in the expiring contract and buy a new position in a contract with a later delivery","page_number":2,"box":{"x":156,"y":85,"width":679,"height":12}},{"id":"afef15d7-f2cf-438f-a674-cfe65f940af0","block_type":"box","text":"month, which is referred to as “rolling.” The Underlying Index employs a multi-contract roll","page_number":2,"box":{"x":157,"y":100,"width":663,"height":13}},{"id":"4e62ab03-378d-4bcc-860f-690ccc5dfca5","block_type":"box","text":"schedule to spread risk across three to four futures contracts per commodity, e.g., three futures","page_number":2,"box":{"x":157,"y":116,"width":697,"height":12}},{"id":"abd30b48-51ad-4f5c-839c-1c0bcc1def1f","block_type":"box","text":"contracts per precious metal commodity and four futures contracts per commodity in all other","page_number":2,"box":{"x":157,"y":131,"width":691,"height":13}},{"id":"a8a85192-e2c3-4f40-8c42-90c625aa8af2","block_type":"box","text":"commodity groups, with a roll period of ten business days. The Underlying Index rolls and","page_number":2,"box":{"x":157,"y":147,"width":654,"height":12}},{"id":"bb81ea6b-9d9a-4969-9811-816d3799270e","block_type":"box","text":"rebalances these contracts monthly back to equal weightings on a price-percentage basis. If the","page_number":2,"box":{"x":157,"y":162,"width":699,"height":13}},{"id":"96fb1e2d-0657-4bd9-a544-bc50b137aa47","block_type":"box","text":"price for the new futures contract is less than the price of the expiring contract, then the market for","page_number":2,"box":{"x":157,"y":178,"width":724,"height":12}},{"id":"bcf94bfa-b2ee-4895-849d-f980d6e5f0e6","block_type":"box","text":"the commodity is said to be in “backwardation.” In these markets, roll returns are positive, which is","page_number":2,"box":{"x":156,"y":193,"width":722,"height":13}},{"id":"a6839302-1e36-4be2-867a-4febf8403cb3","block_type":"box","text":"referred to as “positive carry.” The term “contango” is used to describe a market in which the price","page_number":2,"box":{"x":157,"y":209,"width":720,"height":12}},{"id":"63438186-c7a4-4da1-b66d-6a2ac3b5abef","block_type":"box","text":"for a new futures contract is more than the price of the expiring contract. In these markets, roll","page_number":2,"box":{"x":156,"y":224,"width":692,"height":13}},{"id":"8fb1f504-4b44-4ff9-9cd2-0e1b39a08590","block_type":"box","text":"returns are negative, which is referred to as “negative carry.” The Underlying Index seeks to employ","page_number":2,"box":{"x":157,"y":240,"width":724,"height":12}},{"id":"eb84a3bc-4088-4f12-b5e3-35900ede416d","block_type":"box","text":"a positive carry strategy that emphasizes commodities and futures contract months with the","page_number":2,"box":{"x":157,"y":255,"width":676,"height":13}},{"id":"c17782c2-52b0-4d8c-98fa-143191df7cd9","block_type":"box","text":"greatest degree of backwardation and lowest degree of contango, resulting in net gains through","page_number":2,"box":{"x":157,"y":271,"width":702,"height":12}},{"id":"2a992e97-d2c8-42cf-937a-ae8823f439c9","block_type":"box","text":"positive roll returns.","page_number":2,"box":{"x":157,"y":286,"width":147,"height":13}},{"id":"84809866-c927-4370-89de-bb97d0a23e53","block_type":"box","text":"As of August 31, 2026, the Underlying Index had approximately 102 constituents, and a significant","page_number":2,"box":{"x":156,"y":309,"width":720,"height":13}},{"id":"691b0431-a338-4b6a-8ca6-fab73829b25a","block_type":"box","text":"portion of the Underlying Index was represented by the energy and agriculture commodity groups.","page_number":2,"box":{"x":157,"y":325,"width":719,"height":13}},{"id":"27d76287-f0ff-4868-b1df-e7dab329c7f6","block_type":"box","text":"The components of the Underlying Index are likely to change over time.","page_number":2,"box":{"x":156,"y":340,"width":523,"height":13}},{"id":"b10fb3a3-389d-4d0a-bc08-3fdbdefc8f96","block_type":"box","text":"The Fund gains exposure to Commodity Investments by investing through a wholly owned","page_number":2,"box":{"x":156,"y":364,"width":663,"height":12}},{"id":"4c4ec94f-ea3d-4309-ac26-911004ef41f8","block_type":"box","text":"subsidiary organized in the Cayman Islands (the “Subsidiary”). The Subsidiary is advised by BFA and","page_number":2,"box":{"x":157,"y":379,"width":727,"height":13}},{"id":"ca663fe5-a098-4997-8976-87d76a105aec","block_type":"box","text":"has the same investment objective as the Fund. Unlike the Fund, the Subsidiary is not an investment","page_number":2,"box":{"x":157,"y":395,"width":729,"height":12}},{"id":"71a69383-69e3-4d76-826c-c43ad6fcc8ba","block_type":"box","text":"company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) and,","page_number":2,"box":{"x":157,"y":410,"width":730,"height":13}},{"id":"59159940-f422-4280-9288-7c7686c7e05c","block_type":"box","text":"unless otherwise noted in this Prospectus, is not subject to the investor protections of the 1940 Act.","page_number":2,"box":{"x":157,"y":426,"width":728,"height":12}},{"id":"da341b43-9dcc-4ce0-8031-8a3ba2406c82","block_type":"box","text":"The Subsidiary invests solely in Commodity Investments and cash and cash equivalents.","page_number":2,"box":{"x":156,"y":441,"width":643,"height":13}},{"id":"05eab9ec-908d-4dc0-a1fb-824fa53ab1c0","block_type":"box","text":"In compliance with Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal","page_number":2,"box":{"x":158,"y":464,"width":721,"height":13}},{"id":"6bdd1fd5-8d33-411c-af3c-c28bd8876112","block_type":"box","text":"Revenue Code”), the Fund may invest up to 25% of its total assets in the Subsidiary. The Fund’s","page_number":2,"box":{"x":157,"y":480,"width":696,"height":13}},{"id":"45a82e8c-89f9-43e8-8fb0-a6d4ca82c4fb","block_type":"box","text":"Commodity Investments held in the Subsidiary are intended to provide the Fund with exposure to","page_number":2,"box":{"x":157,"y":495,"width":711,"height":13}},{"id":"2338457d-1964-4996-a236-b708b0ccf3ab","block_type":"box","text":"broad commodities consistent with current U.S. federal income tax laws applicable to investment","page_number":2,"box":{"x":157,"y":511,"width":709,"height":13}},{"id":"a1cf0185-9613-4898-9ed1-8fb072954351","block_type":"box","text":"companies such as the Fund, which limit the ability of investment companies to invest directly in","page_number":2,"box":{"x":157,"y":526,"width":704,"height":13}},{"id":"7cc2f046-274d-4003-b5ab-90576694335c","block_type":"box","text":"Commodity Investments.","page_number":2,"box":{"x":157,"y":542,"width":186,"height":13}},{"id":"1bd4c7e9-f1c6-4119-b403-8702f227d4a4","block_type":"box","text":"BFA uses an indexing approach to try to achieve the Fund’s investment objective. The Fund does","page_number":2,"box":{"x":157,"y":565,"width":704,"height":13}},{"id":"cd561217-673f-4da9-93da-a53a94553353","block_type":"box","text":"not try to “beat” the index it tracks and does not seek temporary defensive positions when markets","page_number":2,"box":{"x":157,"y":581,"width":723,"height":12}},{"id":"af096808-78e0-4497-bb99-599125bd81c0","block_type":"box","text":"decline or appear overvalued.","page_number":2,"box":{"x":157,"y":596,"width":217,"height":13}},{"id":"403985c8-db43-4af4-8227-3f9f19828a14","block_type":"box","text":"Indexing may eliminate the chance that the Fund will substantially outperform the Underlying Index","page_number":2,"box":{"x":158,"y":620,"width":726,"height":12}},{"id":"735834ab-073c-4448-9883-c93e005f0741","block_type":"box","text":"but also may reduce some of the risks of active management, such as poor selection of securities","page_number":2,"box":{"x":157,"y":635,"width":709,"height":13}},{"id":"544eb536-ec51-4761-9216-cea402709c02","block_type":"box","text":"and/or other instruments. Indexing seeks to achieve lower costs and better after-tax performance","page_number":2,"box":{"x":157,"y":651,"width":714,"height":12}},{"id":"0b1dc0b6-46d5-43a2-86e1-2fbc728dda91","block_type":"box","text":"by aiming to keep portfolio turnover low in comparison to actively managed investment companies.","page_number":2,"box":{"x":157,"y":666,"width":724,"height":13}},{"id":"10d1e5d0-3d16-45d5-9f00-64cfb00af538","block_type":"box","text":"The Fund seeks to track the investment results of the Underlying Index before fees and expenses of","page_number":2,"box":{"x":156,"y":689,"width":721,"height":13}},{"id":"4784f56f-944b-4c2e-83bb-1b3eba45f2c0","block_type":"box","text":"the Fund. BFA uses a representative sampling indexing strategy to manage the Fund.","page_number":2,"box":{"x":156,"y":705,"width":615,"height":12}},{"id":"92942c95-bea8-4382-9c23-e751d8fdff1f","block_type":"box","text":"“Representative sampling” is an indexing strategy that involves investing in a representative sample","page_number":2,"box":{"x":157,"y":720,"width":721,"height":13}},{"id":"f93a12eb-dae8-44aa-8999-d7fd47baaf3f","block_type":"box","text":"of securities or other instruments intended to collectively have an investment profile similar to that","page_number":2,"box":{"x":157,"y":736,"width":715,"height":12}},{"id":"1d608b72-ac87-4b00-ae2d-4b4158f794ae","block_type":"box","text":"of an applicable underlying index. 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The Fund may use derivatives to gain or reduce exposure","page_number":2,"box":{"x":156,"y":813,"width":716,"height":13}},{"id":"8b3fbfd0-e5b8-4418-87b1-9414c18a7c63","block_type":"box","text":"to the components of the Underlying Index or exposure to one or more market risk factors","page_number":2,"box":{"x":156,"y":829,"width":660,"height":12}},{"id":"1abccb73-6c45-482b-ba5f-ebdfd69f86b0","block_type":"box","text":"associated with such components. 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The Underlying Index, which is rebalanced annually, provides a broad-based exposure to","page_number":3,"box":{"x":157,"y":526,"width":728,"height":13}},{"id":"150ae909-75f9-45ae-b812-22a4868e38a4","block_type":"box","text":"commodities as an asset class by using liquidity factors and sector caps to avoid over-concentration","page_number":3,"box":{"x":157,"y":542,"width":730,"height":13}},{"id":"afb592c9-2b9d-4047-af54-ff4bb7e44e4f","block_type":"box","text":"in any single commodity or commodity sector.","page_number":3,"box":{"x":157,"y":557,"width":342,"height":13}},{"id":"ee88e27e-d372-4127-b691-4754449996dd","block_type":"box","text":"The Underlying Index employs a multi-contract roll schedule to spread risk across three to four","page_number":3,"box":{"x":156,"y":581,"width":693,"height":12}},{"id":"f8844bd8-acec-405d-8f4f-cc50691776f7","block_type":"box","text":"futures contracts per commodity, e.g., three futures contracts per precious metal commodity and","page_number":3,"box":{"x":156,"y":596,"width":712,"height":13}},{"id":"fa560627-dd5b-4349-a4b5-4a560e8588b7","block_type":"box","text":"four futures contracts per commodity in all other commodity groups, with a roll period of ten","page_number":3,"box":{"x":156,"y":612,"width":680,"height":12}},{"id":"7e8d4690-9192-45de-9c53-c8e5cc9baa63","block_type":"box","text":"business days. 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the","page_number":3,"box":{"x":156,"y":837,"width":719,"height":12}},{"id":"82a8f703-fa96-440f-8135-235e1edc9f9d","block_type":"box","text":"January Roll Period with the regular monthly roll and rebalance of the Underlying Index.","page_number":3,"box":{"x":156,"y":852,"width":637,"height":13}},{"id":"0ab0cf53-d361-4f51-8a17-3ea06821e5ab","block_type":"box","text":"Š","page_number":4,"box":{"x":116,"y":71,"width":9,"height":7}},{"id":"0fd33939-9504-40a4-93a6-1227025d9345","block_type":"box","text":"The section entitled Non-Fundamental Investment Policies of the Fund in the Fund’s SAI is deleted","page_number":4,"box":{"x":136,"y":69,"width":748,"height":10}},{"id":"166f5ff8-e284-439e-8353-ea92fc06a942","block_type":"box","text":"in its entirety and replaced with the following:","page_number":4,"box":{"x":137,"y":85,"width":348,"height":12}},{"id":"92d734d8-e0e6-46d6-ad3f-eea224cd2789","block_type":"box","text":"Non-Fundamental Investment Policies of the 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With respect to certain funds and Products, payments by the BFA Entities may take the form","page_number":5,"box":{"x":116,"y":333,"width":754,"height":12}},{"id":"72e07aa1-5b30-40ba-a7a6-5f52fa93a775","block_type":"box","text":"of, among other things, “due diligence” payments for an Intermediary’s review of such funds and","page_number":5,"box":{"x":116,"y":348,"width":708,"height":13}},{"id":"8b8bb4ce-e745-46e6-930f-ec5bc712d3f7","block_type":"box","text":"Products; payment for providing employee training and information relating to such funds and Products;","page_number":5,"box":{"x":117,"y":364,"width":763,"height":12}},{"id":"f6fc0cbb-00b8-430c-9314-4c723146145c","block_type":"box","text":"fees for access (in some cases on a preferential basis) to an Intermediary’s registered representatives,","page_number":5,"box":{"x":116,"y":379,"width":739,"height":13}},{"id":"ec743759-196b-45fa-803b-fdb8cb8f5467","block_type":"box","text":"salespersons or other personnel, fees for maintaining an Intermediary’s investor platform, “shelf space”","page_number":5,"box":{"x":116,"y":395,"width":753,"height":12}},{"id":"e191e4c1-4d1b-4f3d-9a36-ac56b843f12b","block_type":"box","text":"payments for making such funds and Products available on the Intermediary’s platform or fees for","page_number":5,"box":{"x":116,"y":410,"width":716,"height":13}},{"id":"d2dc5a4e-243b-4428-8c15-e5b69872757f","block_type":"box","text":"providing assistance in promoting the sale of such funds and Products. In such cases, the payments to","page_number":5,"box":{"x":116,"y":426,"width":747,"height":12}},{"id":"43b5ea58-1105-4441-a099-7828d6a90874","block_type":"box","text":"Intermediaries may be tiered or based on a percentage of the value of the funds and Products held by","page_number":5,"box":{"x":117,"y":441,"width":738,"height":13}},{"id":"09065122-e1ca-470c-8afb-1278ac5e7b0c","block_type":"box","text":"customers of the applicable Intermediary and may also be subject to minimum payment levels. Payments","page_number":5,"box":{"x":116,"y":457,"width":769,"height":12}},{"id":"232bbb90-0863-4ed6-9cb5-69ac01584105","block_type":"box","text":"made pursuant to such arrangements may vary in any year and may be different for different","page_number":5,"box":{"x":117,"y":472,"width":677,"height":13}},{"id":"b767cfbe-6047-49a5-8196-181af7b0be8a","block_type":"box","text":"Intermediaries and third parties and may reflect different services provided. As of the date of this SAI, the","page_number":5,"box":{"x":117,"y":488,"width":764,"height":12}},{"id":"6805f453-d9c7-48b1-af18-fe834e01f07e","block_type":"box","text":"Intermediaries and other third parties (or their respective affiliates) receiving one or more types of the","page_number":5,"box":{"x":117,"y":503,"width":740,"height":13}},{"id":"0bdca11c-ca53-47c4-9f6c-ed9de0558216","block_type":"box","text":"contractual payments described above include (in addition to FBS and NFS): &Partners, Advisor Credit","page_number":5,"box":{"x":116,"y":519,"width":743,"height":12}},{"id":"7bda4823-69f9-4947-9e2a-d8bf086cad31","block_type":"box","text":"Exchange, AE Wealth Management, LLC, American Enterprise Investment Services, Inc., Avantax","page_number":5,"box":{"x":117,"y":534,"width":702,"height":13}},{"id":"dbfd2aa7-845c-4f72-85fa-f949289ba418","block_type":"box","text":"Investment Services, Inc., BNY Mellon Capital Markets, LLC, BNY Mellon Performance & Risk Analytics,","page_number":5,"box":{"x":117,"y":550,"width":744,"height":12}},{"id":"5c8c0f15-1a01-4351-95ec-7338ff2f3fc7","block_type":"box","text":"LLC, Cetera Financial Group, Inc., Charles Schwab & Co., Inc., Clearstream Fund Centre AG,","page_number":5,"box":{"x":117,"y":565,"width":660,"height":13}},{"id":"a02bad7c-ab23-4a25-b769-00c3a2e83b27","block_type":"box","text":"Commonwealth Equity Services, LLC, Dorsey Wright and Associates, LLC, Dynasty Financial Partners LLC,","page_number":5,"box":{"x":116,"y":581,"width":769,"height":12}},{"id":"79d81ccb-4e9e-4412-bfe7-6969708f5caf","block_type":"box","text":"E*Trade Securities LLC, Envestnet Asset Management, Inc., iCapital Markets LLC, Interactive Brokers LLC,","page_number":5,"box":{"x":117,"y":596,"width":765,"height":13}},{"id":"977a1e32-f8cf-4d89-ac03-b3ead8f0de9c","block_type":"box","text":"LPL Financial LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MML Investors Services, LLC,","page_number":5,"box":{"x":117,"y":612,"width":724,"height":12}},{"id":"b50680ff-4efb-46bd-a7ad-c4642b131321","block_type":"box","text":"Morgan Stanley Smith Barney LLC, Northwestern Mutual Investment Services, LLC, Orion Portfolio","page_number":5,"box":{"x":117,"y":627,"width":716,"height":13}},{"id":"e4583798-1b41-4604-a067-68b3c36f1189","block_type":"box","text":"Solutions, LLC, Pershing LLC, Raymond James Financial Services, Inc., Riskalyze, Inc., Rockefeller Financial","page_number":5,"box":{"x":116,"y":643,"width":767,"height":12}},{"id":"ad751f6c-8449-4997-b665-4e4e29e18b0b","block_type":"box","text":"LLC, Sanctuary Wealth Group, LLC, UBS Financial Services Inc., Wells Fargo Clearing Services, LLC and","page_number":5,"box":{"x":117,"y":658,"width":741,"height":13}},{"id":"538c5345-2ff8-4fa7-9354-1341061fa815","block_type":"box","text":"Wells Fargo Advisors Financial Network, LLC. Any additions, modifications, or deletions to Intermediaries","page_number":5,"box":{"x":116,"y":674,"width":759,"height":12}},{"id":"8528ae8d-d108-424b-ab63-5c0d7ddcc31b","block_type":"box","text":"and other third parties listed above that have occurred since the date of this SAI are not included in the","page_number":5,"box":{"x":116,"y":689,"width":745,"height":13}},{"id":"a5183595-dab9-44d2-baef-e5a1fb147b4d","block_type":"box","text":"list.","page_number":5,"box":{"x":117,"y":705,"width":23,"height":10}},{"id":"5fe2cceb-7071-4244-94e8-f447c27b1d89","block_type":"box","text":"If you have any questions, please call 1-800-iShares (1-800-474-2737).","page_number":5,"box":{"x":117,"y":728,"width":516,"height":13}},{"id":"6a200fc1-1502-4b8b-b649-6b9db4ec386e","block_type":"box","text":"iShares","page_number":5,"box":{"x":117,"y":869,"width":40,"height":8}},{"id":"d8b3293a-9a53-49b6-a237-783f5edc2bfb","block_type":"box","text":"®","page_number":5,"box":{"x":158,"y":869,"width":8,"height":5}},{"id":"05b2d72d-bd05-4741-97e5-7883d34ddd24","block_type":"box","text":"is a registered trademark of BlackRock Fund Advisors and its affiliates.","page_number":5,"box":{"x":170,"y":869,"width":406,"height":10}},{"id":"fdc43dee-bc93-4cec-bda7-578418a79148","block_type":"box","text":"IS-A-IntermSAI-0626","page_number":5,"box":{"x":761,"y":887,"width":122,"height":8}},{"id":"2192cd17-bd8c-4395-98c6-6d44ce9ceb17","block_type":"box","text":"PLEASE RETAIN THIS SUPPLEMENT","page_number":5,"box":{"x":368,"y":911,"width":265,"height":9}},{"id":"0309bcb6-082d-4df0-94e3-77fd5af99d47","block_type":"box","text":"FOR FUTURE REFERENCE","page_number":5,"box":{"x":407,"y":926,"width":186,"height":10}},{"id":"69b0bf08-3e61-417f-ae9c-76d4b72cebc7","block_type":"box","text":"iShares","page_number":6,"box":{"x":445,"y":87,"width":95,"height":15}},{"id":"146ef3e3-24e4-4cbc-97b5-b62a7337e993","block_type":"box","text":"®","page_number":6,"box":{"x":541,"y":85,"width":15,"height":12}},{"id":"28c848ee-93b6-48a3-9574-871334c6fbf6","block_type":"box","text":"iShares Trust, iShares U.S. ETF Trust and iShares, Inc.","page_number":6,"box":{"x":282,"y":123,"width":435,"height":12}},{"id":"5cab025a-e5a2-4b30-94a9-e9f147d5ff01","block_type":"box","text":"Supplement dated April 2, 2026","page_number":6,"box":{"x":375,"y":139,"width":249,"height":12}},{"id":"59499d6c-eda5-403c-8eed-70dcd2a6a997","block_type":"box","text":"to the currently effective Summary Prospectus,","page_number":6,"box":{"x":311,"y":154,"width":376,"height":12}},{"id":"803c405d-6ddf-4031-ba7c-e59423627c70","block_type":"box","text":"Prospectus and Statement of Additional Information (“SAI”)","page_number":6,"box":{"x":262,"y":170,"width":476,"height":12}},{"id":"9838526e-3170-4df4-ba96-59c032ab40d3","block_type":"box","text":"for the Funds listed in Appendix A and Appendix B","page_number":6,"box":{"x":296,"y":185,"width":406,"height":12}},{"id":"402a2bf9-25f4-40cb-a4b8-bd6fbeef221c","block_type":"box","text":"(each, a “Fund” and collectively, the “Funds”)","page_number":6,"box":{"x":316,"y":201,"width":367,"height":12}},{"id":"c6d51c92-cb7e-4a1c-8bda-41ad3e982dac","block_type":"box","text":"Effective immediately, BlackRock International Limited is added as a Sub-Adviser for the iShares","page_number":6,"box":{"x":117,"y":232,"width":717,"height":12}},{"id":"f157744e-6a97-4754-b3e4-18459d647341","block_type":"box","text":"Bloomberg Roll Select Commodity Strategy ETF, and the following changes are made:","page_number":6,"box":{"x":117,"y":247,"width":642,"height":12}},{"id":"fc825325-fca2-4267-ad60-ab95a54075a4","block_type":"box","text":"1. In the Fund’s Summary Prospectus and Prospectus (Fund Summary), the first paragraph","page_number":6,"box":{"x":151,"y":278,"width":693,"height":12}},{"id":"3bfbc357-1dca-4125-b743-0dd556b949a7","block_type":"box","text":"under the “Management” section is deleted in its entirety and replaced with the following:","page_number":6,"box":{"x":184,"y":294,"width":656,"height":12}},{"id":"771b0efd-24a3-4146-b1c8-79764dd47003","block_type":"box","text":"Investment Adviser and Sub-Adviser","page_number":6,"box":{"x":184,"y":325,"width":293,"height":9}},{"id":"67b70972-ab3f-46de-a26c-9219096ee974","block_type":"box","text":". The Fund’s investment adviser is BFA. The Fund’s","page_number":6,"box":{"x":478,"y":325,"width":384,"height":9}},{"id":"8a74667e-2920-4cff-ba80-8de656f2f9d8","block_type":"box","text":"sub-adviser is BlackRock International Limited (“BIL” or the “Sub-Adviser”).","page_number":6,"box":{"x":184,"y":340,"width":554,"height":12}},{"id":"022a1fb3-7b8a-44f3-bb67-bb7da7e94ed7","block_type":"box","text":"2. In the Fund’s Prospectus, the “Management of the Funds – Sub-Adviser” section is updated","page_number":6,"box":{"x":150,"y":371,"width":714,"height":12}},{"id":"68f7b261-9c7f-4d95-bdf8-5551f8ec6244","block_type":"box","text":"to state that BlackRock Fund Advisors has entered into a sub-advisory agreement with BIL","page_number":6,"box":{"x":183,"y":387,"width":673,"height":12}},{"id":"3d0ae38c-ad29-40d4-a0b7-6aad60c172a2","block_type":"box","text":"with respect to the Fund.","page_number":6,"box":{"x":183,"y":402,"width":183,"height":12}},{"id":"88ab65a9-cef7-481f-97dc-18a4814ad940","block_type":"box","text":"3. In the Fund’s SAI, the second paragraph of the “General Description of the Trust and the","page_number":6,"box":{"x":150,"y":433,"width":691,"height":12}},{"id":"6fb57b0c-368e-48db-9624-ae239d7f2312","block_type":"box","text":"Fund” section is deleted in its entirety and replaced with the following:","page_number":6,"box":{"x":184,"y":449,"width":515,"height":12}},{"id":"c2c23f18-f5d5-4cbf-869a-1d0824af7cfb","block_type":"box","text":"The Fund is managed by BlackRock Fund Advisors (“BFA”) and sub-advised by BlackRock","page_number":6,"box":{"x":183,"y":480,"width":677,"height":12}},{"id":"39eec90c-5aab-4a86-896e-e1ceea9b309f","block_type":"box","text":"International Limited (“BIL”), each of which is a consolidated subsidiary of BlackRock, Inc.,","page_number":6,"box":{"x":185,"y":495,"width":667,"height":12}},{"id":"fd7554ef-26d0-46af-999b-86b847894402","block_type":"box","text":"and generally seeks to track the investment results of the specific benchmark index identified","page_number":6,"box":{"x":184,"y":511,"width":689,"height":12}},{"id":"b7943c27-aeea-4ef2-9981-82df50ad56c0","block_type":"box","text":"in the Fund’s Prospectus (the “Underlying Index”).","page_number":6,"box":{"x":184,"y":526,"width":369,"height":12}},{"id":"e04778d6-dbe9-4758-9304-93f1163dd7a1","block_type":"box","text":"4. The following is added to the “Investment Advisory, Administrative and Distribution Services”","page_number":6,"box":{"x":150,"y":557,"width":720,"height":12}},{"id":"50b26d3b-e583-480f-8766-9e107d266fe4","block_type":"box","text":"section of the Fund’s SAI:","page_number":6,"box":{"x":184,"y":573,"width":189,"height":9}},{"id":"89ff4957-516e-4711-a7b5-b134215c5882","block_type":"box","text":"Investment Sub-Adviser.","page_number":6,"box":{"x":184,"y":604,"width":195,"height":9}},{"id":"a42602f3-51da-4a94-a298-242a77ad2f81","block_type":"box","text":"Pursuant to the Investment Advisory Agreement between BFA and","page_number":6,"box":{"x":386,"y":604,"width":494,"height":12}},{"id":"ccd800ab-4fad-429f-bce1-187ba79f184e","block_type":"box","text":"the Trust entered into on behalf of the Fund, BFA may from time to time, in its sole discretion,","page_number":6,"box":{"x":183,"y":619,"width":692,"height":12}},{"id":"fed6e08a-347e-45f6-864c-555d46d7c73f","block_type":"box","text":"to the extent permitted by applicable law, appoint one or more sub-advisers, including, without","page_number":6,"box":{"x":183,"y":635,"width":699,"height":12}},{"id":"d737322e-0ea4-4761-a802-23e3db90337b","block_type":"box","text":"limitation, affiliates of BFA, to perform investment advisory services with respect to the Fund.","page_number":6,"box":{"x":184,"y":650,"width":686,"height":12}},{"id":"56e0da78-1444-470d-9e1f-50ca73b42a2e","block_type":"box","text":"In addition, BFA may delegate certain of its investment advisory functions under the","page_number":6,"box":{"x":185,"y":666,"width":620,"height":12}},{"id":"0e8245d5-c8df-4cef-8f1c-1d37192f9a6e","block_type":"box","text":"Investment Advisory Agreement to one or more of its affiliates to the extent permitted by","page_number":6,"box":{"x":185,"y":681,"width":652,"height":12}},{"id":"88c1b19c-8447-4764-b4d2-61079131535e","block_type":"box","text":"applicable law. 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In the Summary Prospectus and Prospectus (Fund Summary) for each of the iShares","page_number":7,"box":{"x":151,"y":428,"width":666,"height":12}},{"id":"da85cf07-d6d6-4dea-bde0-b1ebea683bb3","block_type":"box","text":"Currency Hedged MSCI EAFE ETF, iShares Currency Hedged MSCI Emerging Markets ETF,","page_number":7,"box":{"x":184,"y":444,"width":693,"height":12}},{"id":"ec16cb32-e845-4602-9d45-92bab0a21dc0","block_type":"box","text":"iShares Currency Hedged MSCI Eurozone ETF and iShares Currency Hedged MSCI Japan","page_number":7,"box":{"x":184,"y":459,"width":680,"height":12}},{"id":"f3585bd8-e895-4b8c-a945-c9b1aefe4257","block_type":"box","text":"ETF, the “Portfolio Manager” section is deleted in its entirety and replaced with the following:","page_number":7,"box":{"x":184,"y":475,"width":684,"height":12}},{"id":"5b11feb0-e651-41bd-adbc-05a0213a92d7","block_type":"box","text":"Portfolio Managers.","page_number":7,"box":{"x":184,"y":506,"width":155,"height":12}},{"id":"ac84aa39-ae6e-41c0-8b39-751ee2790453","block_type":"box","text":"Orlando Montalvo and Franzel Medina (the “Portfolio Managers”) are","page_number":7,"box":{"x":346,"y":506,"width":510,"height":12}},{"id":"7d9d4b02-6803-4357-a098-4727a0e2998a","block_type":"box","text":"primarily responsible for the day-to-day management of the Fund. Mr. Montalvo and","page_number":7,"box":{"x":184,"y":521,"width":621,"height":12}},{"id":"195b1883-7643-4261-bbbd-20a8918269cf","block_type":"box","text":"Ms. Medina have been Portfolio Managers of the Fund since 2014 and 2026, respectively.","page_number":7,"box":{"x":184,"y":537,"width":667,"height":12}},{"id":"bc182eb4-8b44-4022-a8c0-d74221ca1431","block_type":"box","text":"2. In the Summary Prospectus and Prospectus (Fund Summary) for each of the iShares","page_number":7,"box":{"x":150,"y":568,"width":667,"height":12}},{"id":"32aa8d7e-b051-478d-9273-cedbb8b3f483","block_type":"box","text":"Currency Hedged MSCI ACWI ex U.S. ETF and iShares Currency Hedged MSCI EAFE","page_number":7,"box":{"x":184,"y":583,"width":648,"height":12}},{"id":"d7b41f3f-5cbd-44bc-8742-e6a9b13b8b89","block_type":"box","text":"Small-Cap ETF, the “Portfolio Manager” section is deleted in its entirety and replaced with the","page_number":7,"box":{"x":184,"y":599,"width":694,"height":12}},{"id":"504d675b-da29-487c-a853-a804f3a71bab","block_type":"box","text":"following:","page_number":7,"box":{"x":183,"y":614,"width":69,"height":12}},{"id":"2d2c374d-0dc2-4f4c-9602-a53ddbf6ddb4","block_type":"box","text":"Portfolio Managers.","page_number":7,"box":{"x":184,"y":645,"width":155,"height":12}},{"id":"f499417c-fc53-44d3-ac32-d885d2c658c1","block_type":"box","text":"Orlando Montalvo and Franzel Medina (the “Portfolio Managers”) are","page_number":7,"box":{"x":346,"y":645,"width":510,"height":12}},{"id":"71af3348-c68f-4539-858c-1f53b38bfc4b","block_type":"box","text":"primarily responsible for the day-to-day management of the Fund. Mr. Montalvo and","page_number":7,"box":{"x":184,"y":661,"width":621,"height":12}},{"id":"09b7c8cd-0054-419a-8835-aeeb17fa4696","block_type":"box","text":"Ms. Medina have been Portfolio Managers of the Fund since 2015 and 2026, respectively.","page_number":7,"box":{"x":184,"y":676,"width":667,"height":12}},{"id":"a7078d47-2566-4aca-a52e-12821ad91c4c","block_type":"box","text":"3. In the Prospectus for each Fund listed in Appendix A, the “Management of the Funds –","page_number":7,"box":{"x":150,"y":707,"width":679,"height":12}},{"id":"8c12fa61-a193-4df5-836d-8bde899db178","block_type":"box","text":"Portfolio Managers” section is updated to state that Orlando Montalvo and Franzel Medina are","page_number":7,"box":{"x":184,"y":723,"width":698,"height":12}},{"id":"d7b140d0-0510-421e-bf87-fa72cbe989ee","block_type":"box","text":"primarily responsible for the day-to-day management of the Fund. 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In the Summary Prospectus and Prospectus (Fund Summary) for the iShares Bloomberg Roll","page_number":8,"box":{"x":151,"y":406,"width":725,"height":12}},{"id":"f8d9bdfc-d09e-4992-9da9-a2287ab07ec3","block_type":"box","text":"Select Commodity Strategy ETF, the “Portfolio Managers” section is deleted in its entirety and","page_number":8,"box":{"x":184,"y":421,"width":695,"height":12}},{"id":"b842bbd1-46b8-4bd6-b104-addd00b75d65","block_type":"box","text":"replaced with the following:","page_number":8,"box":{"x":184,"y":437,"width":200,"height":12}},{"id":"049f8009-2028-456c-8079-a20b64a1e7d2","block_type":"box","text":"Portfolio Managers.","page_number":8,"box":{"x":184,"y":466,"width":155,"height":13}},{"id":"39c4514b-ee4d-4306-9941-926d42e8edef","block_type":"box","text":"Orlando Montalvo, Richard Mejzak, Erin Armstrong and Kyle Peppo (the","page_number":8,"box":{"x":346,"y":466,"width":535,"height":13}},{"id":"cd3f42e0-e94f-4961-8f64-2a17c3b28a40","block_type":"box","text":"“Portfolio Managers”) are primarily responsible for the day-to-day management of the Fund.","page_number":8,"box":{"x":184,"y":482,"width":678,"height":12}},{"id":"b8ca8598-cc12-4565-ad60-49ca25c86830","block_type":"box","text":"Mr. Montalvo, Mr. Mejzak, Ms. Armstrong and Mr. Peppo have been Portfolio Managers of the","page_number":8,"box":{"x":184,"y":497,"width":698,"height":13}},{"id":"9f69e1e8-8396-40cc-a1ee-90e12d8c4522","block_type":"box","text":"Fund since 2023, 2018, 2025 and 2026, respectively.","page_number":8,"box":{"x":184,"y":513,"width":393,"height":12}},{"id":"8e0dbdeb-9592-4bde-8352-7b03e84d20dc","block_type":"box","text":"2. In the Summary Prospectus and Prospectus (Fund Summary) for the iShares GSCI","page_number":8,"box":{"x":150,"y":543,"width":652,"height":12}},{"id":"16644ef3-79be-4fa4-b856-c301cecb5d90","block_type":"box","text":"Commodity Dynamic Roll Strategy ETF, the “Portfolio Managers” section is deleted in its","page_number":8,"box":{"x":184,"y":558,"width":655,"height":12}},{"id":"56efa043-5615-420a-9ee6-b95396609fe7","block_type":"box","text":"entirety and replaced with the following:","page_number":8,"box":{"x":184,"y":574,"width":292,"height":12}},{"id":"b8bce153-6333-42e5-8b2a-7ce0cb652343","block_type":"box","text":"Portfolio Managers.","page_number":8,"box":{"x":184,"y":603,"width":155,"height":12}},{"id":"97813267-a2c6-4fa5-a07e-480f34507ded","block_type":"box","text":"Orlando Montalvo, Richard Mejzak, Erin Armstrong and Kyle Peppo (the","page_number":8,"box":{"x":346,"y":603,"width":535,"height":12}},{"id":"3984b2c5-29ef-4894-b1df-27af26cc36ea","block_type":"box","text":"“Portfolio Managers”) are primarily responsible for the day-to-day management of the Fund.","page_number":8,"box":{"x":184,"y":619,"width":678,"height":12}},{"id":"826c3c1e-efc8-40bb-b23d-771becd45ada","block_type":"box","text":"Mr. Montalvo, Mr. Mejzak, Ms. Armstrong and Mr. Peppo have been Portfolio Managers of the","page_number":8,"box":{"x":184,"y":634,"width":698,"height":12}},{"id":"aa4debfb-30ef-4d6d-be74-544eb87b9304","block_type":"box","text":"Fund since 2023, 2016, 2025 and 2026, respectively.","page_number":8,"box":{"x":184,"y":650,"width":393,"height":12}},{"id":"64643511-f6b7-4741-a8ba-3ffb6d02b706","block_type":"box","text":"3. In the Summary Prospectus and Prospectus (Fund Summary) for the iShares Transition","page_number":8,"box":{"x":150,"y":679,"width":691,"height":13}},{"id":"ee618119-c842-4708-8bea-3036726ae577","block_type":"box","text":"Enabling Metals ETF, the “Portfolio Managers” section is deleted in its entirety and replaced","page_number":8,"box":{"x":184,"y":695,"width":680,"height":12}},{"id":"18a7c9e2-cd49-4ea1-8b8d-1fa822126cda","block_type":"box","text":"with the following:","page_number":8,"box":{"x":183,"y":710,"width":131,"height":13}},{"id":"a35db18b-f1ec-4279-a95c-77328da97007","block_type":"box","text":"Portfolio Managers.","page_number":8,"box":{"x":184,"y":740,"width":155,"height":12}},{"id":"c562b0b3-48c5-467a-ab63-da9056164aeb","block_type":"box","text":"Orlando Montalvo, Richard Mejzak, Erin Armstrong and Kyle Peppo (the","page_number":8,"box":{"x":346,"y":740,"width":535,"height":12}},{"id":"e3554e17-100d-4ceb-835b-9ba9b445e4ad","block_type":"box","text":"“Portfolio Managers”) are primarily responsible for the day-to-day management of the Fund.","page_number":8,"box":{"x":184,"y":756,"width":678,"height":12}},{"id":"8e016d9b-84cd-4e4d-9f95-6be61fa04fc9","block_type":"box","text":"Mr. Montalvo, Mr. Mejzak, Ms. Armstrong and Mr. Peppo have been Portfolio Managers of the","page_number":8,"box":{"x":184,"y":771,"width":698,"height":12}},{"id":"0c885b68-8ec9-487d-8c54-169f979417d8","block_type":"box","text":"Fund since 2025, 2023, 2025 and 2026, respectively.","page_number":8,"box":{"x":184,"y":787,"width":393,"height":12}},{"id":"4a52368f-c388-4fb7-849b-a634d636da3b","block_type":"box","text":"4. 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There can be no assurance that the","page_number":14,"box":{"x":60,"y":634,"width":799,"height":12}},{"id":"a1984b4e-998e-49fe-a43f-bbf7e56c1a80","block_type":"box","text":"requirements of the Listing Exchange necessary to maintain the listing of shares of the Fund will continue to be met. The","page_number":14,"box":{"x":60,"y":649,"width":845,"height":12}},{"id":"f345bbaf-caa0-4735-ace0-298f2bc8e3ad","block_type":"box","text":"Listing Exchange may, but is not required to, remove the shares of the Fund from listing if, among other things: (i) following","page_number":14,"box":{"x":60,"y":664,"width":862,"height":12}},{"id":"83f67902-301c-493d-971e-1fdf609db6db","block_type":"box","text":"the initial 12-month period beginning upon the commencement of trading of Fund shares, there are fewer than 50 record","page_number":14,"box":{"x":59,"y":679,"width":851,"height":12}},{"id":"1f0b1cff-ffd5-46ff-af52-0b507c2dd228","block_type":"box","text":"and/or beneficial owners of shares of the Fund; (ii) the Fund is no longer eligible to operate in reliance on Rule 6c-11 under","page_number":14,"box":{"x":59,"y":694,"width":860,"height":12}},{"id":"c07eca1e-40a9-4007-97b9-0e48995f102f","block_type":"box","text":"the Investment Company Act; (iii) any of the other listing requirements are not continuously maintained; or (iv) any event","page_number":14,"box":{"x":59,"y":709,"width":849,"height":12}},{"id":"197457f0-2d6a-45e8-adfb-8044768836ba","block_type":"box","text":"shall occur or condition shall exist that, in the opinion of the Listing Exchange, makes further dealings on the Listing","page_number":14,"box":{"x":59,"y":724,"width":811,"height":13}},{"id":"63ed7fc0-3f3e-4ff1-88d0-718ed2f41f81","block_type":"box","text":"Exchange inadvisable. The Listing Exchange will also remove shares of the Fund from listing and trading upon termination of","page_number":14,"box":{"x":60,"y":739,"width":874,"height":13}},{"id":"473a06d3-9505-4ed2-9267-5d5aa34f0a02","block_type":"box","text":"the Fund.","page_number":14,"box":{"x":59,"y":754,"width":65,"height":10}},{"id":"6a82f9aa-2274-4b71-b05e-49344ce9eb7a","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":14,"box":{"x":59,"y":781,"width":852,"height":12}},{"id":"f0df2dc4-8ea7-45f3-94fe-2ac1f8f91e60","block_type":"box","text":"brokerage commission determined by that broker, as well as other charges.","page_number":14,"box":{"x":60,"y":796,"width":524,"height":12}},{"id":"f0c01149-1642-437b-b3b1-71a75f50b331","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":14,"box":{"x":59,"y":823,"width":823,"height":12}},{"id":"0bd72c32-5529-41de-8ec2-c8364dfdf666","block_type":"box","text":"investors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect","page_number":14,"box":{"x":60,"y":838,"width":859,"height":12}},{"id":"ea3d999a-be61-4bf1-9964-d8b8e30b19f7","block_type":"box","text":"on the net assets of a Fund or an investor’s equity interest in a Fund.","page_number":14,"box":{"x":59,"y":853,"width":477,"height":12}},{"id":"69b65f2b-c255-485d-8df6-a63840ca55bf","block_type":"box","text":"1","page_number":14,"box":{"x":496,"y":916,"width":4,"height":9}},{"id":"660092ad-a6c4-45c2-9609-f22d13c5104e","block_type":"box","text":"Investment Strategies and Risks","page_number":15,"box":{"x":62,"y":67,"width":531,"height":30}},{"id":"54d43e13-32c4-4bab-843a-e85c49559df0","block_type":"box","text":"The Fund seeks to track the investment results of the Underlying Index, which measures the performance of 25 futures","page_number":15,"box":{"x":59,"y":108,"width":833,"height":13}},{"id":"f4e921e4-5b82-4f6d-b3ff-6910a8322b0d","block_type":"box","text":"contracts across 23 physical agricultural, energy, precious metals and industrial metals commodities. The Fund operates as","page_number":15,"box":{"x":59,"y":123,"width":861,"height":13}},{"id":"8bc377a3-c662-42b6-ae17-16650faf9834","block_type":"box","text":"an index fund and is not actively managed. Adverse performance of an instrument in the Fund’s portfolio will ordinarily not","page_number":15,"box":{"x":59,"y":138,"width":862,"height":13}},{"id":"e1ce0150-818f-4d18-ac99-ef78c76102ac","block_type":"box","text":"result in the elimination of the instrument from the Fund’s portfolio.","page_number":15,"box":{"x":60,"y":154,"width":474,"height":12}},{"id":"cc3f6317-cf6f-4270-9af5-710a8f53e397","block_type":"box","text":"In seeking to achieve its investment objective, the Fund will primarily invest in exchange-traded futures contracts (“Index","page_number":15,"box":{"x":60,"y":180,"width":845,"height":12}},{"id":"f273f41f-68ed-46c9-9ca7-466df47bbf3d","block_type":"box","text":"Futures”) on the Underlying Index, and is expected to roll out of existing positions in Index Futures and establish new","page_number":15,"box":{"x":60,"y":195,"width":820,"height":12}},{"id":"7a31edda-8df8-4b2d-8ba8-e4cde49ee99e","block_type":"box","text":"positions in Index Futures on an ongoing basis. If the price for the new futures contract is less than the price of the expiring","page_number":15,"box":{"x":59,"y":210,"width":862,"height":13}},{"id":"cd610766-9166-4efc-b397-6da3c6267242","block_type":"box","text":"contract, then the market for the commodity is said to be in “backwardation.” In these markets, roll returns are positive,","page_number":15,"box":{"x":59,"y":225,"width":837,"height":13}},{"id":"7d95a763-0cb7-4dd4-8a6f-02f20ff16f54","block_type":"box","text":"which is referred to as “positive carry.” The term “contango” is used to describe a market in which the price for a new futures","page_number":15,"box":{"x":59,"y":240,"width":874,"height":13}},{"id":"63913bb7-f12c-4c24-a8bc-1704a730d700","block_type":"box","text":"contract is more than the price of the expiring contract. In these markets, roll returns are negative, which is referred to as","page_number":15,"box":{"x":59,"y":256,"width":845,"height":12}},{"id":"9007f262-434a-4938-bf77-b62bbd6a5981","block_type":"box","text":"“negative carry.” The Underlying Index seeks to employ a positive carry strategy that emphasizes commodities and futures","page_number":15,"box":{"x":59,"y":271,"width":857,"height":12}},{"id":"6b0e9b02-2bb4-432f-8e27-dfd8a37f1399","block_type":"box","text":"contract months with the greatest degree of backwardation and lowest degree of contango, resulting in net gains through","page_number":15,"box":{"x":59,"y":286,"width":855,"height":12}},{"id":"1b0e8ad7-a243-4234-9aac-072705d012e5","block_type":"box","text":"positive roll returns. Index Futures subsequently acquired by the Fund may have terms that differ from those of the Index","page_number":15,"box":{"x":59,"y":301,"width":845,"height":12}},{"id":"db58f3cc-e805-41b3-a637-d4f23aff7ea1","block_type":"box","text":"Futures it currently holds and the purchase and sale of these Index Futures may incur transaction fees. The Fund also seeks","page_number":15,"box":{"x":60,"y":316,"width":862,"height":12}},{"id":"395ed43f-3498-411f-b6f4-88b0148911a2","block_type":"box","text":"to generate interest income and capital appreciation on the cash balances arising from its investment in futures contracts","page_number":15,"box":{"x":59,"y":331,"width":850,"height":13}},{"id":"f4d8a530-8891-4b83-af03-6e45d2c4723c","block_type":"box","text":"through a cash management strategy consisting of investments in cash and cash equivalents, short-term government","page_number":15,"box":{"x":59,"y":346,"width":828,"height":13}},{"id":"39eca126-1a48-4772-9715-50231a522d3a","block_type":"box","text":"obligations and short-term investment grade fixed-income securities (collectively, “Fixed-Income Investments”).","page_number":15,"box":{"x":59,"y":361,"width":785,"height":13}},{"id":"b009022c-1e89-4e85-abd0-ce0db58748d2","block_type":"box","text":"The Fund engages in representative sampling, which is investing in a sample of securities and/or other instruments selected","page_number":15,"box":{"x":59,"y":388,"width":870,"height":12}},{"id":"e7271521-9d06-4191-a43e-479307276887","block_type":"box","text":"by BFA to have a collective investment profile similar to that of the Fund’s Underlying Index. Securities and/or other","page_number":15,"box":{"x":60,"y":403,"width":807,"height":12}},{"id":"64011ae2-e72a-47b3-ad58-da8981dc9014","block_type":"box","text":"instruments selected have aggregate investment characteristics (based on market capitalization value and industry","page_number":15,"box":{"x":60,"y":418,"width":804,"height":12}},{"id":"989b4d85-c99b-4025-987c-f0d387c00c3e","block_type":"box","text":"weightings), fundamental characteristics (such as yield, credit rating, maturity and duration) and liquidity measures similar to","page_number":15,"box":{"x":59,"y":433,"width":879,"height":13}},{"id":"2066e37f-a091-4b5e-9250-93ebedcb5b0f","block_type":"box","text":"those of the Fund’s Underlying Index. A fund that uses representative sampling generally does not hold all of the securities","page_number":15,"box":{"x":59,"y":448,"width":858,"height":13}},{"id":"ce62914b-9091-4a7f-9db6-0407b57312fe","block_type":"box","text":"and/or other instruments that are in its underlying index.","page_number":15,"box":{"x":59,"y":463,"width":400,"height":13}},{"id":"3b0acb7b-d929-455a-a915-55c511b24947","block_type":"box","text":"The Fund will invest in financial instruments providing exposure to commodities and not in the physical commodities","page_number":15,"box":{"x":59,"y":490,"width":821,"height":12}},{"id":"7251618d-b48f-446c-9bcf-45fc6c5e5bcd","block_type":"box","text":"themselves. The Fund may also invest in exchange-traded commodity futures contracts similar to those found in the","page_number":15,"box":{"x":59,"y":505,"width":816,"height":12}},{"id":"d45a115f-2da5-4f7b-9884-fab469cfdda4","block_type":"box","text":"Underlying Index, as well as swaps and options on futures that correlate to the investment returns of commodities without","page_number":15,"box":{"x":60,"y":520,"width":859,"height":12}},{"id":"f94919bf-0db7-4af0-adf1-294cf5f4d5f5","block_type":"box","text":"investing directly in physical commodities and over-the-counter (“OTC”) commodity-linked instruments like commodity","page_number":15,"box":{"x":60,"y":535,"width":847,"height":13}},{"id":"ee12bfb7-df79-4abb-9998-573394becc15","block_type":"box","text":"linked notes, swaps and forward contracts (together, the “Commodity Investments”). Investing in derivative contracts may","page_number":15,"box":{"x":60,"y":550,"width":856,"height":13}},{"id":"a5208bc9-a904-44f0-ad19-7547bf64aa3f","block_type":"box","text":"have a leveraging effect on the Fund. Although the Fund may hold the same futures contracts under the same futures rolling","page_number":15,"box":{"x":60,"y":566,"width":870,"height":12}},{"id":"da813d33-0d10-43bb-b17c-9063f4ee9761","block_type":"box","text":"schedule as those included in the Underlying Index, the Fund is not obligated to invest in any futures contracts included in,","page_number":15,"box":{"x":59,"y":581,"width":858,"height":12}},{"id":"3a0ce43b-f2f3-490a-98f9-4e0fe3c406cc","block_type":"box","text":"and does not seek to replicate the performance of, the Underlying Index.","page_number":15,"box":{"x":59,"y":596,"width":506,"height":12}},{"id":"f5a64dab-3a54-4c2f-9f0d-83e5982184a5","block_type":"box","text":"The Fund seeks to gain exposure to Index Futures and other Commodity Investments by investing through a wholly-owned","page_number":15,"box":{"x":59,"y":622,"width":863,"height":13}},{"id":"4ae4fa60-76a0-49ae-a58a-c9a25ffe5124","block_type":"box","text":"subsidiary organized in the Cayman Islands (the “Subsidiary”). The Subsidiary is advised by BFA and has the same investment","page_number":15,"box":{"x":59,"y":637,"width":878,"height":13}},{"id":"ed9b8d46-5ba7-41b5-b366-f2af055bad40","block_type":"box","text":"objective as the Fund. Unlike the Fund, the Subsidiary is not an investment company registered under the 1940 Act. The","page_number":15,"box":{"x":59,"y":652,"width":838,"height":13}},{"id":"10884230-405a-470f-b43a-eaa5e477c42a","block_type":"box","text":"Subsidiary invests solely in Commodity Investments and cash and cash equivalents. In compliance with Subchapter M of the","page_number":15,"box":{"x":59,"y":668,"width":871,"height":12}},{"id":"7123b080-2f58-496e-9d98-dc1febdab98c","block_type":"box","text":"Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), the Fund may invest up to 25% of its total assets","page_number":15,"box":{"x":60,"y":683,"width":873,"height":12}},{"id":"5eee2d5d-d7f9-49e8-b27b-f51ecc2d667a","block_type":"box","text":"in the Subsidiary. The Fund’s Commodity Investments held in the Subsidiary are intended to provide the Fund with exposure","page_number":15,"box":{"x":60,"y":698,"width":868,"height":12}},{"id":"2663edcb-9bbe-40cf-8041-afd64cab2118","block_type":"box","text":"to broad commodities consistent with current U.S. federal income tax laws applicable to investment companies such as the","page_number":15,"box":{"x":59,"y":713,"width":863,"height":12}},{"id":"567a65b6-aa6a-4dbf-9e0a-8c94002e2b3b","block_type":"box","text":"Fund, which limit the ability of investment companies to invest directly in Commodity Investments.","page_number":15,"box":{"x":60,"y":728,"width":690,"height":12}},{"id":"f6d6df16-3aea-4510-b9c1-32f7e5da1acd","block_type":"box","text":"The remainder of the Fund’s assets will be invested directly by the Fund, primarily in Fixed-Income Investments, including","page_number":15,"box":{"x":59,"y":754,"width":849,"height":13}},{"id":"40e9ea21-4676-4787-8a60-b00608229752","block_type":"box","text":"repurchase agreements, money market instruments, U.S. government and agency securities, Treasury inflation-protected","page_number":15,"box":{"x":60,"y":770,"width":848,"height":12}},{"id":"efbbb285-7f70-462f-8fcd-fed2241dd527","block_type":"box","text":"securities, sovereign debt obligations on non-U.S. countries and investment-grade corporate bonds. The Fund invests in","page_number":15,"box":{"x":59,"y":785,"width":838,"height":12}},{"id":"5804e940-18cf-41e8-9bc5-35994a421f78","block_type":"box","text":"Fixed-Income Investments for investment purposes and to provide sufficient assets to account for (or “cover”) mark-to","page_number":15,"box":{"x":60,"y":800,"width":837,"height":12}},{"id":"3a821ae1-a6f8-4fe5-90f0-24df7205d2c0","block_type":"box","text":"market changes and to collateralize the Subsidiary’s investments in derivatives.","page_number":15,"box":{"x":60,"y":815,"width":550,"height":12}},{"id":"ee81c478-a40f-42d8-9711-641eb1b4367c","block_type":"box","text":"The Commodity Futures Trading Commission (“CFTC”) has adopted certain requirements that subject registered investment","page_number":15,"box":{"x":59,"y":841,"width":874,"height":13}},{"id":"2bcb9217-2c1b-4ccc-9282-f8f6adbb8aea","block_type":"box","text":"companies and their advisers to regulation by the CFTC if a registered investment company invests more than a prescribed","page_number":15,"box":{"x":59,"y":857,"width":857,"height":12}},{"id":"9187b449-4214-44fe-931b-19b27a01d812","block_type":"box","text":"level of its net asset value in CFTC-regulated futures, options and swaps, or if a registered investment company markets itself","page_number":15,"box":{"x":60,"y":872,"width":875,"height":12}},{"id":"ca917d0d-f626-46ff-a0ae-0df42c92cc95","block_type":"box","text":"as providing investment exposure to such instruments. Due to the Fund’s potential use of CFTC-regulated futures, options","page_number":15,"box":{"x":59,"y":887,"width":856,"height":12}},{"id":"af174503-fea1-47f4-a197-65c59c4aa6bf","block_type":"box","text":"2","page_number":15,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"54074784-f4ae-41ea-868e-e1c26944f16a","block_type":"box","text":"and swaps above the prescribed levels, it is considered a “commodity pool” under the Commodity Exchange Act (“CEA”).","page_number":16,"box":{"x":59,"y":67,"width":846,"height":12}},{"id":"337fe1dc-fb46-47cb-a7e3-3f0b991697a9","block_type":"box","text":"Although the Fund does not seek leveraged returns, certain instruments used by the Fund may have a leveraging effect as","page_number":16,"box":{"x":59,"y":82,"width":852,"height":12}},{"id":"41e9ef68-0f29-46a2-ad33-3a2b3e3d1798","block_type":"box","text":"described below.","page_number":16,"box":{"x":59,"y":97,"width":116,"height":10}},{"id":"d0fa05d6-95ae-43c0-87f8-f6d883821141","block_type":"box","text":"Investments in the Subsidiary are expected to provide the Fund with exposure to investment returns of commodities within","page_number":16,"box":{"x":60,"y":123,"width":861,"height":13}},{"id":"e0b2641b-d949-4a8a-bc92-28614e08b322","block_type":"box","text":"the limitations of Subchapter M of the Internal Revenue Code, as discussed below. The Subsidiary is a company organized","page_number":16,"box":{"x":59,"y":138,"width":851,"height":13}},{"id":"d078dd4b-eb1f-4254-9912-3959da3659a1","block_type":"box","text":"under the laws of the Cayman Islands, whose registered office is located at the offices of Maples Corporate Services Limited,","page_number":16,"box":{"x":60,"y":154,"width":868,"height":12}},{"id":"aa0aeb3e-436a-4172-9ac1-5fa1e8399526","block_type":"box","text":"P.O. Box 309, Ugland House, Grand Cayman KYI-1104, Cayman Islands. The Subsidiary’s affairs are overseen by a board of","page_number":16,"box":{"x":60,"y":169,"width":847,"height":12}},{"id":"952c246e-8820-48c0-b48d-0073c17ab72e","block_type":"box","text":"directors, which is composed of Trent Walker, Treasurer and Chief Financial Officer of the Trust, and Shannon Ghia, Assistant","page_number":16,"box":{"x":59,"y":184,"width":874,"height":12}},{"id":"e63f1174-74b5-42a8-b120-4bc71bd5a7cb","block_type":"box","text":"Secretary of the Trust. The Fund is the sole shareholder of the Subsidiary, and shares of the Subsidiary will not be sold or","page_number":16,"box":{"x":59,"y":199,"width":842,"height":12}},{"id":"1745060e-eb1b-4672-9442-d92e402a99fc","block_type":"box","text":"offered to other investors.","page_number":16,"box":{"x":59,"y":214,"width":179,"height":10}},{"id":"45b014c9-db35-40e2-99c8-f955718e98db","block_type":"box","text":"The Fund will gain exposure to the investment returns of commodities indirectly by investing in the Subsidiary. To the extent","page_number":16,"box":{"x":59,"y":240,"width":869,"height":13}},{"id":"bcd96e73-37e9-4b4a-b3da-8e019d43cb40","block_type":"box","text":"that BlackRock believes that such instruments provide suitable exposure to commodities, the Fund’s investment in the","page_number":16,"box":{"x":59,"y":256,"width":828,"height":12}},{"id":"ff8b2308-f5ef-485d-bbda-41956b5e2628","block_type":"box","text":"Subsidiary will likely increase. BlackRock manages the assets of the Subsidiary, but receives no additional compensation for","page_number":16,"box":{"x":59,"y":271,"width":862,"height":12}},{"id":"68cff771-9318-45b1-b7be-36cfe6432db3","block_type":"box","text":"doing so.","page_number":16,"box":{"x":59,"y":286,"width":63,"height":12}},{"id":"e54418f0-2771-4a65-99b2-e9a8e27fa21a","block_type":"box","text":"BlackRock also provides certain administrative services for the Subsidiary, but receives no additional compensation for doing","page_number":16,"box":{"x":60,"y":312,"width":869,"height":13}},{"id":"5d0ff3d5-d74f-401c-ad06-0d05b9fbb8e3","block_type":"box","text":"so. The Subsidiary has entered into a contract for the provision of custody, transfer agency, and accounting agent services","page_number":16,"box":{"x":59,"y":327,"width":853,"height":13}},{"id":"2fd92c39-eeac-4023-a68a-b709344aa4d6","block_type":"box","text":"with the same or with affiliates of the same service providers that provide those services to the Fund.","page_number":16,"box":{"x":59,"y":343,"width":705,"height":12}},{"id":"2310c5fa-028a-4e9d-98bf-0c4be9f66056","block_type":"box","text":"Generally, the Fund and the Subsidiary test for compliance with investment policies and restrictions, including asset","page_number":16,"box":{"x":59,"y":369,"width":809,"height":12}},{"id":"854b12f5-8e5f-4422-ae9c-0ff7cfb50ce3","block_type":"box","text":"segregation requirements, on a consolidated basis for 1940 Act purposes, calculated in accordance with SEC staff guidance,","page_number":16,"box":{"x":59,"y":384,"width":868,"height":12}},{"id":"a815e602-716a-49f2-bdc4-2d43802d3628","block_type":"box","text":"where applicable. For compliance with federal income tax requirements, the Fund and the Subsidiary expect to comply with","page_number":16,"box":{"x":59,"y":399,"width":866,"height":13}},{"id":"e2d87285-b9e8-4c88-8769-580478e0b028","block_type":"box","text":"the asset segregation requirements on a stand-alone basis, with instruments requiring physical settlement being classified on","page_number":16,"box":{"x":59,"y":414,"width":878,"height":13}},{"id":"9ee01fbe-6e39-4f5a-a2c1-4efdcd702f76","block_type":"box","text":"a market value rather than on a notional basis. The Subsidiary is also expected to comply with the other applicable 1940 Act","page_number":16,"box":{"x":59,"y":429,"width":870,"height":13}},{"id":"f8194d2e-8503-4d6c-b6b2-36d264377dc9","block_type":"box","text":"requirements, including those related to custody and affiliated transactions.","page_number":16,"box":{"x":60,"y":445,"width":528,"height":12}},{"id":"a39edb64-1446-49bf-a237-469f2d9ddedb","block_type":"box","text":"The Subsidiary is not registered under the 1940 Act, and, unless otherwise noted in the Fund’s Prospectus or this SAI, is not","page_number":16,"box":{"x":59,"y":471,"width":866,"height":12}},{"id":"31ac44f3-0720-47eb-a647-6965894022be","block_type":"box","text":"subject to the investor protections of the 1940 Act. However, the Fund wholly owns and controls the Subsidiary, and the Fund","page_number":16,"box":{"x":59,"y":486,"width":879,"height":12}},{"id":"889e8505-1dc2-4f90-928d-9a5dd10d9918","block_type":"box","text":"and the Subsidiary are managed by BFA. The Trust’s Board of Trustees has oversight responsibility for the investment","page_number":16,"box":{"x":59,"y":501,"width":818,"height":13}},{"id":"20d78c8e-135f-4e4d-9633-1d4cd5139b60","block_type":"box","text":"activities of the Fund, including its investment in the Subsidiary, and the Fund’s role as sole shareholder of the Subsidiary. As","page_number":16,"box":{"x":59,"y":516,"width":869,"height":13}},{"id":"68aa166b-624c-4659-99ee-60a9b061c42c","block_type":"box","text":"noted above, the Subsidiary will be subject to the same investment restrictions and limitations, and follow the same","page_number":16,"box":{"x":60,"y":531,"width":807,"height":13}},{"id":"7f74d45a-3c1c-4919-b6cd-44686a59c087","block_type":"box","text":"compliance policies and procedures, as the Fund. Changes in the laws of the U.S. and/or the Cayman Islands could result in","page_number":16,"box":{"x":59,"y":547,"width":864,"height":12}},{"id":"944ca194-9afa-4988-bf55-1b6995bb4ee4","block_type":"box","text":"the inability of the Fund and/or the Subsidiary to operate as described in the Fund’s Prospectus and this SAI and could","page_number":16,"box":{"x":59,"y":562,"width":830,"height":12}},{"id":"e226cdea-5b9f-4376-9e1d-d85971a1cf42","block_type":"box","text":"adversely affect the Fund. For example, the Cayman Islands does not currently impose any income, corporate or capital gains","page_number":16,"box":{"x":59,"y":577,"width":875,"height":12}},{"id":"21e315bc-9613-4187-8654-33f34d5b8c8c","block_type":"box","text":"taxes, estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary. If Cayman Islands law changes such that the","page_number":16,"box":{"x":59,"y":592,"width":869,"height":12}},{"id":"106c9964-6439-4691-9777-6549443b0b94","block_type":"box","text":"Subsidiary must pay Cayman Islands taxes, Fund shareholders would likely suffer decreased investment returns.","page_number":16,"box":{"x":59,"y":607,"width":781,"height":12}},{"id":"35885caa-2f70-4946-8887-53f02696bb13","block_type":"box","text":"The Fund invests in commodity-linked derivatives indirectly through the Subsidiary because income from these investments,","page_number":16,"box":{"x":59,"y":634,"width":872,"height":12}},{"id":"b9af7fc0-590b-4011-8f1a-7e9f2c71203b","block_type":"box","text":"if made directly, might not be treated as “qualifying income” for purposes of the Fund qualifying as a regulated investment","page_number":16,"box":{"x":60,"y":649,"width":856,"height":12}},{"id":"3d7f9ee0-25d9-4d7e-95cb-ae99875dc9af","block_type":"box","text":"company (“RIC”) for U.S. federal income tax purposes. Based on final regulations issued by the U.S. Internal Revenue Service","page_number":16,"box":{"x":59,"y":664,"width":869,"height":12}},{"id":"6d050954-cb4f-4f04-a91f-f5ee066655ee","block_type":"box","text":"(“IRS”) on which taxpayers may rely for taxable years beginning after September 28, 2016, the Fund expects its income with","page_number":16,"box":{"x":60,"y":679,"width":867,"height":12}},{"id":"114ca3ae-1103-486a-967e-103bc3871164","block_type":"box","text":"respect to the Subsidiary to be qualifying income. In the future, if the IRS issues regulations or other guidance , or Congress","page_number":16,"box":{"x":60,"y":694,"width":861,"height":12}},{"id":"0f257609-79da-4c6a-ad29-692a18826b7b","block_type":"box","text":"enacts legislation, limiting the circumstances in which the Fund’s income with respect to the Subsidiary will be considered","page_number":16,"box":{"x":59,"y":709,"width":856,"height":12}},{"id":"3760b6d9-3d0d-4bb1-af3e-8f881da8739c","block_type":"box","text":"“qualifying income,” the Fund might be required to make changes to its operations, which could reduce the Fund’s ability to","page_number":16,"box":{"x":59,"y":724,"width":868,"height":13}},{"id":"c481998b-bee8-461b-ac03-5b2cbd57f8ce","block_type":"box","text":"gain investment exposure to commodities. Fund shareholders could also experience adverse tax consequences in such","page_number":16,"box":{"x":59,"y":739,"width":832,"height":13}},{"id":"b72dd70b-8444-4041-9be5-24308c72b981","block_type":"box","text":"circumstances.","page_number":16,"box":{"x":59,"y":755,"width":105,"height":9}},{"id":"e72549f2-2fcc-434b-8c9b-763b1a0a2435","block_type":"box","text":"Moreover, changes in the laws of the U.S. and/or the Cayman Islands could result in the inability of the Fund and/or","page_number":16,"box":{"x":59,"y":781,"width":811,"height":12}},{"id":"8f745cda-918f-4f34-a850-c7db4a87c439","block_type":"box","text":"Subsidiary to operate as described in the Fund’s Prospectus and this SAI and could adversely affect the Fund. For example,","page_number":16,"box":{"x":59,"y":796,"width":856,"height":12}},{"id":"5560ae30-68e9-4fb3-aab1-d654d0c3bac1","block_type":"box","text":"the Cayman Islands does not currently impose any income, corporate or capital gains taxes, estate duty, inheritance tax, gift","page_number":16,"box":{"x":59,"y":811,"width":867,"height":13}},{"id":"8eaf1309-521a-4879-bb6c-49ddd9c96395","block_type":"box","text":"tax or withholding tax on the Subsidiary. If Cayman Islands law changes such that the Subsidiary must pay Cayman Islands","page_number":16,"box":{"x":59,"y":826,"width":860,"height":13}},{"id":"8ae718be-d7a0-45aa-982a-dd6c6f0c915b","block_type":"box","text":"taxes, Fund shareholders would likely experience decreased investment returns.","page_number":16,"box":{"x":59,"y":841,"width":557,"height":13}},{"id":"c24e9a5b-0793-44c4-8860-370e8b058a2f","block_type":"box","text":"Borrowing.","page_number":16,"box":{"x":60,"y":868,"width":78,"height":12}},{"id":"acf32c24-47cf-47dd-b3f4-fc9fd7cd8232","block_type":"box","text":"A Fund may borrow for temporary or emergency purposes, including to meet payments due from redemptions","page_number":16,"box":{"x":147,"y":868,"width":776,"height":12}},{"id":"9dbedaef-05b0-4be9-b564-56eda2600301","block_type":"box","text":"or to facilitate the settlement of securities or other transactions.","page_number":16,"box":{"x":59,"y":883,"width":446,"height":10}},{"id":"cf8b5f38-d559-4851-96ab-832766104f21","block_type":"box","text":"3","page_number":16,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"8762df43-b194-4826-abc8-97f82eb6098e","block_type":"box","text":"The purchase of securities or other assets while borrowings are outstanding may have the effect of leveraging a Fund. The","page_number":17,"box":{"x":59,"y":67,"width":855,"height":12}},{"id":"4ab4fe72-7082-4904-9088-dd79b44d1ab1","block_type":"box","text":"incurrence of leverage increases a Fund’s exposure to risk, and borrowed funds are subject to interest costs that will reduce","page_number":17,"box":{"x":60,"y":82,"width":862,"height":12}},{"id":"46ce100e-8b0b-48b5-9e22-5b7e8e0f58da","block_type":"box","text":"net income. Purchasing securities while borrowings are outstanding creates special risks, such as the potential for greater","page_number":17,"box":{"x":60,"y":97,"width":851,"height":12}},{"id":"2d246917-cf75-47d4-8317-1b01385536b0","block_type":"box","text":"volatility in the NAV of Fund shares and in the yield on a Fund’s portfolio. In addition, the interest expenses from borrowings","page_number":17,"box":{"x":59,"y":112,"width":866,"height":12}},{"id":"71553391-1e6b-4b26-b1ff-a221a9920ee6","block_type":"box","text":"may exceed the income generated by a Fund’s portfolio and, therefore, the amount available (if any) for distribution to","page_number":17,"box":{"x":60,"y":127,"width":826,"height":12}},{"id":"8a523142-3c32-40fb-ba5f-fbf6f4927ad7","block_type":"box","text":"shareholders as dividends may be reduced. BFA may determine to maintain outstanding borrowings if it expects that the","page_number":17,"box":{"x":59,"y":142,"width":844,"height":13}},{"id":"f1897a9e-e045-4361-8040-28687a426156","block_type":"box","text":"benefits to a Fund’s shareholders will outweigh the current reduced return.","page_number":17,"box":{"x":60,"y":157,"width":523,"height":13}},{"id":"6e863195-d78c-4a2b-9bde-bcb3ffb7973b","block_type":"box","text":"Certain types of borrowings by a Fund must be made from a bank or may result in the Fund being subject to covenants in","page_number":17,"box":{"x":59,"y":184,"width":850,"height":12}},{"id":"73ed17db-d41a-430e-a149-779cadb48853","block_type":"box","text":"credit agreements relating to asset coverage, portfolio composition requirements and other matters. It is not anticipated that","page_number":17,"box":{"x":59,"y":199,"width":874,"height":12}},{"id":"45985e7e-2345-4415-a2ec-df76bc6e6047","block_type":"box","text":"observance of such covenants would impede BFA’s management of a Fund’s portfolio in accordance with the Fund’s","page_number":17,"box":{"x":59,"y":214,"width":815,"height":12}},{"id":"f0eaff23-a17a-4e94-9e00-f2c0efb2cdbe","block_type":"box","text":"investment objectives and policies. However, a breach of any such covenants not cured within the specified cure period may","page_number":17,"box":{"x":60,"y":229,"width":867,"height":12}},{"id":"103340c3-d382-45d4-9255-c718de126aed","block_type":"box","text":"result in acceleration of outstanding indebtedness and require a Fund to dispose of portfolio investments at a time when it","page_number":17,"box":{"x":60,"y":244,"width":856,"height":13}},{"id":"3a9362e3-470d-409f-b1a3-abd93c624d9a","block_type":"box","text":"may be disadvantageous to do so.","page_number":17,"box":{"x":60,"y":259,"width":237,"height":13}},{"id":"8c1f2baa-6c6b-4aed-9e55-2bc9b4d77219","block_type":"box","text":"Derivatives.","page_number":17,"box":{"x":60,"y":286,"width":81,"height":10}},{"id":"ade11ad6-bca4-4270-a882-85e481e380f3","block_type":"box","text":"The Fund will use instruments referred to as derivatives. Derivatives are financial instruments the value of which","page_number":17,"box":{"x":150,"y":286,"width":783,"height":10}},{"id":"927ffa56-eae2-4ce0-8fb7-653cd90706e9","block_type":"box","text":"is derived from another security, a commodity (such as gold or oil), a currency or an index (a measure of value or rates, such","page_number":17,"box":{"x":60,"y":301,"width":870,"height":12}},{"id":"06d55f02-8a37-423b-a9dc-9714fd9efbc8","block_type":"box","text":"as the S&P 500 Index or the prime lending rate). Derivatives allow the Fund to increase or decrease the level of risk to which","page_number":17,"box":{"x":59,"y":316,"width":866,"height":12}},{"id":"f9269be4-039a-4646-9293-b30760f63ae2","block_type":"box","text":"the Fund is exposed more quickly and efficiently than transactions in other types of instruments. The Fund may use","page_number":17,"box":{"x":59,"y":331,"width":809,"height":13}},{"id":"50990148-a6ff-45cf-9ade-c31a6f2c74ce","block_type":"box","text":"derivatives for hedging purposes. The Fund may also use derivatives for speculative purposes to seek to enhance returns or","page_number":17,"box":{"x":59,"y":346,"width":863,"height":13}},{"id":"02931938-e0e7-4f0a-809d-694fbd580fb3","block_type":"box","text":"as a vehicle to obtain investment exposure to a security, commodity, currency, or index. The use of a derivative is speculative","page_number":17,"box":{"x":59,"y":361,"width":870,"height":13}},{"id":"1f1d98fe-bab7-4fd2-b8f2-9999d39db256","block_type":"box","text":"if the Fund is primarily seeking to achieve gains, rather than to offset the risk of other positions. When the Fund invests in a","page_number":17,"box":{"x":60,"y":377,"width":860,"height":12}},{"id":"9dfab97e-950f-4ca3-87c8-b872d733e741","block_type":"box","text":"derivative for speculative purposes, the Fund will be fully exposed to the risks of loss of that derivative, which may sometimes","page_number":17,"box":{"x":59,"y":392,"width":878,"height":12}},{"id":"97417d23-67f4-4bdc-a478-412fc677801e","block_type":"box","text":"be greater than the derivative’s cost. Unless otherwise permitted, the Fund may not use any derivatives to gain exposure to","page_number":17,"box":{"x":60,"y":407,"width":858,"height":12}},{"id":"86baac3d-996e-4d91-8daf-5c90738d3910","block_type":"box","text":"an asset or class of assets that it would be prohibited by its investment restrictions from purchasing directly.","page_number":17,"box":{"x":59,"y":422,"width":755,"height":12}},{"id":"c0bb8c33-9b70-4a5b-a807-057820f434f7","block_type":"box","text":"Diversification Status.","page_number":17,"box":{"x":60,"y":448,"width":155,"height":10}},{"id":"c7931141-ec18-45b0-97b4-f1ca1c894107","block_type":"box","text":"The Fund is classified as a diversified fund under the 1940 Act. This means that the Fund may not","page_number":17,"box":{"x":224,"y":448,"width":684,"height":13}},{"id":"ba97ba44-30d4-4b5a-aca0-d2c395a1b183","block_type":"box","text":"purchase securities of an issuer (other than (i) obligations issued or guaranteed by the U.S. government, its agencies or","page_number":17,"box":{"x":59,"y":463,"width":834,"height":13}},{"id":"4835b848-e50a-47a8-8ccb-73d7da1ddc4a","block_type":"box","text":"instrumentalities and (ii) securities of other investment companies) if, with respect to 75% of its total assets, (a) more than","page_number":17,"box":{"x":60,"y":479,"width":859,"height":12}},{"id":"631e9c97-f1f1-40de-bf69-c6f990739eed","block_type":"box","text":"5% of the Fund’s total assets would be invested in securities of that issuer or (b) the Fund would hold more than 10% of the","page_number":17,"box":{"x":59,"y":494,"width":869,"height":12}},{"id":"6c4466d2-52f5-4ab8-95af-e1651bc9cb8f","block_type":"box","text":"outstanding voting securities of that issuer. With respect to the remaining 25% of its total assets, the Fund may invest more","page_number":17,"box":{"x":59,"y":509,"width":865,"height":12}},{"id":"a0ae3332-e873-41de-b63e-34a816e24528","block_type":"box","text":"than 5% of its assets in one issuer. Under the 1940 Act, the Fund cannot change its classification from diversified to non","page_number":17,"box":{"x":59,"y":524,"width":847,"height":12}},{"id":"5ef71945-17cc-4b60-8c97-e6717a402412","block_type":"box","text":"diversified without shareholder approval.","page_number":17,"box":{"x":59,"y":539,"width":285,"height":12}},{"id":"6cff3c53-ca53-4c94-8722-7b3848524fed","block_type":"box","text":"The Fund intends to maintain the required level of diversification and otherwise conduct its operations so as to qualify as a","page_number":17,"box":{"x":59,"y":566,"width":859,"height":12}},{"id":"496e2f8a-2e78-46da-898a-25f5fe72e71d","block_type":"box","text":"regulated investment company (“RIC”) for purposes of the U.S. Internal Revenue Code of 1986, as amended (the “Internal","page_number":17,"box":{"x":60,"y":581,"width":851,"height":12}},{"id":"af61437b-3b33-4632-8f8e-2107eb6a1b8e","block_type":"box","text":"Revenue Code”), and to relieve the Fund of any liability for U.S. federal income tax to the extent that its earnings are","page_number":17,"box":{"x":60,"y":596,"width":807,"height":12}},{"id":"bd1d847e-859f-4ede-b329-ba123e39fdf0","block_type":"box","text":"distributed to shareholders, provided that the Fund satisfies a minimum distribution requirement. Compliance with the","page_number":17,"box":{"x":59,"y":611,"width":831,"height":12}},{"id":"b380bfde-4ffe-4375-abe6-6d783d55e3ae","block_type":"box","text":"diversification requirements of the Internal Revenue Code may limit the investment flexibility of the Fund and may make it","page_number":17,"box":{"x":59,"y":626,"width":853,"height":12}},{"id":"475b0c3d-e140-46e6-915a-fcb06792375e","block_type":"box","text":"less likely that the Fund will meet its investment objective.","page_number":17,"box":{"x":60,"y":641,"width":404,"height":12}},{"id":"047576fd-7ccf-436d-b0bb-01a20b6fbbd4","block_type":"box","text":"Futures and Options.","page_number":17,"box":{"x":60,"y":668,"width":149,"height":12}},{"id":"92b52bde-7454-4294-8d88-e2c6b6e413c9","block_type":"box","text":"The Fund may invest in options and futures. The Fund may also purchase call options or write put","page_number":17,"box":{"x":218,"y":668,"width":686,"height":12}},{"id":"59d04abb-9ef6-4f56-b593-aa78a4339415","block_type":"box","text":"options. A call option gives a holder the right to purchase a specific security or asset at a specified price (“exercise price”)","page_number":17,"box":{"x":59,"y":683,"width":847,"height":12}},{"id":"32fe64bb-a2be-42e1-ae13-06a740a366ae","block_type":"box","text":"within a specified period of time. A put option gives a holder the right to sell a specific security or asset at an exercise price","page_number":17,"box":{"x":59,"y":698,"width":858,"height":12}},{"id":"bd85568b-80e5-4fbf-b5af-cf55865dcb3f","block_type":"box","text":"within a specified period of time. The initial purchaser of a call option pays the “writer” a premium, which is paid at the time","page_number":17,"box":{"x":59,"y":713,"width":867,"height":12}},{"id":"75a712b7-7707-4b8e-89d1-c9b183c64321","block_type":"box","text":"of purchase and is retained by the writer whether or not such option is exercised.","page_number":17,"box":{"x":59,"y":728,"width":567,"height":12}},{"id":"73b024c1-d1fd-40cf-abeb-1bc8ee42b9e6","block_type":"box","text":"Lending Portfolio Securities.","page_number":17,"box":{"x":60,"y":754,"width":201,"height":13}},{"id":"aa47ca03-3df5-4659-b104-8b49723499a1","block_type":"box","text":"The Fund may lend portfolio securities to certain borrowers that BFA determines to be","page_number":17,"box":{"x":270,"y":754,"width":603,"height":13}},{"id":"cda98a5a-f21d-4c55-9801-d9009750075d","block_type":"box","text":"creditworthy, including borrowers affiliated with BFA. The borrowers provide collateral that is maintained in an amount at","page_number":17,"box":{"x":59,"y":770,"width":848,"height":12}},{"id":"66e53215-4c46-47aa-b60a-31a5cf89c6ab","block_type":"box","text":"least equal to the current market value of the securities loaned. No securities loan shall be made on behalf of the Fund if, as a","page_number":17,"box":{"x":60,"y":785,"width":873,"height":12}},{"id":"62a64fa4-77aa-4365-a6ae-ad771531d03d","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":17,"box":{"x":60,"y":800,"width":815,"height":12}},{"id":"d0d7396a-c15a-43ed-b2d9-1b9f5fe7114b","block_type":"box","text":"(including the value of the collateral received). The Fund may terminate a loan at any time and obtain the return of the","page_number":17,"box":{"x":60,"y":815,"width":827,"height":12}},{"id":"037e8fe0-6ec4-453d-8f44-76b1675e2221","block_type":"box","text":"securities loaned. The Fund receives, by way of substitute payment, the value of any interest or cash or non-cash","page_number":17,"box":{"x":59,"y":830,"width":787,"height":12}},{"id":"ef8d2592-fab2-4354-951a-f2303b3d35a6","block_type":"box","text":"distributions paid on the loaned securities that it would have otherwise received if the securities were not on loan.","page_number":17,"box":{"x":59,"y":845,"width":795,"height":13}},{"id":"40366f42-c982-4ff4-a56f-9baa1a32b169","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":17,"box":{"x":59,"y":872,"width":854,"height":12}},{"id":"a8b4c7c7-1a19-40d9-9b20-2e92e95b6aa9","block_type":"box","text":"cash collateral. The Fund is compensated by any positive difference between the amount earned on the reinvestment of cash","page_number":17,"box":{"x":59,"y":887,"width":873,"height":12}},{"id":"ee21f07d-be73-4694-b2ac-a21f88e8f7c5","block_type":"box","text":"4","page_number":17,"box":{"x":495,"y":916,"width":8,"height":9}},{"id":"691d4978-1d46-4d16-b5c9-e828d348203e","block_type":"box","text":"collateral and the fee paid to the borrower. In the case of collateral other than cash, the Fund is compensated by a fee paid by","page_number":18,"box":{"x":59,"y":67,"width":875,"height":12}},{"id":"713e4007-5a3e-4b72-a95b-b198b0f27dd4","block_type":"box","text":"the borrower equal to a percentage of the market value of the loaned securities. Any cash collateral received by the Fund for","page_number":18,"box":{"x":59,"y":82,"width":867,"height":12}},{"id":"e323c3ba-c149-45e0-afc5-c8abfd4425f4","block_type":"box","text":"such loans, and uninvested cash, may be reinvested in certain short-term instruments either directly on behalf of the Fund or","page_number":18,"box":{"x":59,"y":97,"width":875,"height":12}},{"id":"d94a60d7-982c-4b0d-b178-c5e969f067b4","block_type":"box","text":"through one or more joint accounts or money market funds, including those affiliated with BFA; such investments are subject","page_number":18,"box":{"x":59,"y":112,"width":878,"height":12}},{"id":"d07206b7-7e1c-4fc1-b71b-0120855c8ec8","block_type":"box","text":"to investment risk.","page_number":18,"box":{"x":59,"y":127,"width":128,"height":10}},{"id":"b2756ed5-7bd8-47fb-9a0e-a7ca475a1ad8","block_type":"box","text":"The Fund conducts its securities lending pursuant to an exemptive order from the SEC permitting it to lend portfolio","page_number":18,"box":{"x":59,"y":154,"width":812,"height":12}},{"id":"4419380d-7a26-4133-ae65-e59a921d625a","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":18,"box":{"x":59,"y":169,"width":868,"height":12}},{"id":"c8da9f2d-9721-4fa5-b5a1-fe474f93c2f7","block_type":"box","text":"extent that the Fund engages in securities lending, BlackRock Institutional Trust Company, N.A. (“BTC”) acts as securities","page_number":18,"box":{"x":59,"y":184,"width":847,"height":12}},{"id":"5ebb732a-b0b5-4996-bb69-48fa792512ec","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":18,"box":{"x":60,"y":199,"width":845,"height":12}},{"id":"4eae81aa-4c83-4b21-8254-e01597b89f8e","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":18,"box":{"x":59,"y":214,"width":862,"height":12}},{"id":"79ba9d44-e874-4375-9379-01fd67456afd","block_type":"box","text":"Chase Bank, N.A. (“JPMorgan”) serves as custodian for the Fund in connection with certain securities lending activities.","page_number":18,"box":{"x":59,"y":229,"width":832,"height":12}},{"id":"be5c5551-0bfc-4fed-9267-8422fdff8037","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":18,"box":{"x":59,"y":256,"width":872,"height":12}},{"id":"3c3819c0-fdfd-44b6-a3c2-797be1ce7db7","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":18,"box":{"x":60,"y":271,"width":829,"height":12}},{"id":"9cf65a20-c3c8-4f5e-a855-410e0e97185e","block_type":"box","text":"reinvestments and the fees the Fund has agreed to pay a borrower), foreign exchange risk (i.e., the risk of a shortfall at","page_number":18,"box":{"x":60,"y":286,"width":826,"height":12}},{"id":"3699f53c-fe10-4e53-b1d6-90baf2c3d530","block_type":"box","text":"default when a cash collateral investment is denominated in a currency other than the currency of the assets being loaned","page_number":18,"box":{"x":59,"y":301,"width":856,"height":12}},{"id":"31c71581-131f-4281-b9a3-f13d5771778e","block_type":"box","text":"due to movements in foreign exchange rates), and credit, legal, counterparty and market risks (including the risk that market","page_number":18,"box":{"x":59,"y":316,"width":874,"height":12}},{"id":"1dae9f42-33b7-4466-82f3-2bc9b67a05cd","block_type":"box","text":"events, including but not limited to corporate actions, could lead the Fund to lend securities that are trading at a premium","page_number":18,"box":{"x":59,"y":331,"width":853,"height":13}},{"id":"196a599f-a996-4d34-990a-b5ce4eb5c7e8","block_type":"box","text":"due to increased demand, or to recall loaned securities or to lend less or not at all, which could lead to reduced securities","page_number":18,"box":{"x":59,"y":346,"width":846,"height":12}},{"id":"1008c13b-accb-4132-890d-3611f2780305","block_type":"box","text":"lending revenue). If the Fund were to lend out securities that are subject to a corporate action and commit to the borrower a","page_number":18,"box":{"x":60,"y":361,"width":869,"height":13}},{"id":"49c7bfab-67b6-4713-bbfe-854fcad84c8d","block_type":"box","text":"particular election as determined by the Fund’s investment adviser, the benefit the Fund would receive in respect of","page_number":18,"box":{"x":59,"y":377,"width":807,"height":12}},{"id":"7c87cbfe-4288-4403-850f-26afaf16903c","block_type":"box","text":"committing to such election may or may not be less than the benefit the Fund would have received from making a different","page_number":18,"box":{"x":59,"y":392,"width":863,"height":12}},{"id":"5d986c09-e072-41ab-bc0d-57ca0d7b1ca6","block_type":"box","text":"election in such corporate action. If a securities lending counterparty were to default, the Fund would be subject to the risk of","page_number":18,"box":{"x":59,"y":407,"width":879,"height":12}},{"id":"3d7ff38a-e692-46e7-bfcd-e20716f6baf2","block_type":"box","text":"a possible delay in receiving collateral or in recovering the loaned securities, or to a possible loss of rights in the collateral. In","page_number":18,"box":{"x":59,"y":422,"width":866,"height":12}},{"id":"293cfb1c-0503-41f0-84f5-b428004cab94","block_type":"box","text":"the event a borrower does not return the Fund’s securities as agreed, the Fund’s ability to participate in a corporate action","page_number":18,"box":{"x":59,"y":437,"width":852,"height":12}},{"id":"6bfa50d5-e2ab-4de3-8e91-0c77a71756ab","block_type":"box","text":"event may be impacted, or the Fund may experience losses if the proceeds received from liquidating the collateral do not at","page_number":18,"box":{"x":59,"y":452,"width":863,"height":12}},{"id":"ebdde92c-fb41-4cfe-b41e-51d8b5e77658","block_type":"box","text":"least equal the value of the loaned security at the time the collateral is liquidated, plus the transaction costs incurred in","page_number":18,"box":{"x":60,"y":467,"width":828,"height":13}},{"id":"30fbc26c-eb59-4104-b903-bd81df942237","block_type":"box","text":"purchasing replacement securities. This latter event could trigger adverse tax consequences for the Fund. The Fund could","page_number":18,"box":{"x":59,"y":482,"width":852,"height":13}},{"id":"fbabcfca-19f3-4bb7-9759-fd2eb936ae9e","block_type":"box","text":"lose money if its short-term investment of the collateral declines in value over the period of the loan. Substitute payments","page_number":18,"box":{"x":60,"y":497,"width":849,"height":13}},{"id":"2e597d6b-f75c-459f-b614-72dcdd595927","block_type":"box","text":"received by the Fund representing dividends paid on securities loaned out by the Fund will not be considered qualified","page_number":18,"box":{"x":60,"y":513,"width":823,"height":12}},{"id":"7533adca-30e0-4f84-9759-d976e872bb62","block_type":"box","text":"dividend income. BTC will take into account the tax effects on shareholders caused by this difference in connection with the","page_number":18,"box":{"x":59,"y":528,"width":865,"height":12}},{"id":"ac5d1f00-33e4-47db-ad8c-dc3279198d90","block_type":"box","text":"Fund’s securities lending program. Substitute payments received on tax-exempt securities loaned out will not be tax-exempt","page_number":18,"box":{"x":60,"y":543,"width":871,"height":12}},{"id":"b626d7b6-e112-4add-81dd-05bd1219fa1a","block_type":"box","text":"income. There could also be changes in the status of issuers under applicable laws and regulations, including tax regulations,","page_number":18,"box":{"x":60,"y":558,"width":875,"height":12}},{"id":"795d3317-8254-4fcb-8d4c-11ae5d0dd6eb","block_type":"box","text":"that may impact the regulatory or tax treatment of loaned securities and could, for example, result in a delay in the payment","page_number":18,"box":{"x":59,"y":573,"width":869,"height":12}},{"id":"839599d5-039d-45b1-974f-6d722684a853","block_type":"box","text":"of dividend equivalent payments owed to the Fund (as permitted by applicable law).","page_number":18,"box":{"x":59,"y":588,"width":587,"height":13}},{"id":"eb0eb1a7-d95d-46d5-a515-9840de142748","block_type":"box","text":"Regulations adopted by global prudential regulators require certain bank-regulated counterparties and certain of their","page_number":18,"box":{"x":60,"y":615,"width":824,"height":12}},{"id":"fdcae458-8a6a-4ad4-91b4-1c2fc98e1475","block_type":"box","text":"affiliates to include in certain financial contracts, including many securities lending agreements, terms that delay or restrict","page_number":18,"box":{"x":59,"y":630,"width":859,"height":12}},{"id":"5e699154-b08f-41e0-b198-22c0f3d31738","block_type":"box","text":"the rights of counterparties, such as the Fund, to terminate such agreements, foreclose upon collateral, exercise other default","page_number":18,"box":{"x":59,"y":645,"width":878,"height":12}},{"id":"b211c842-2655-4931-a354-782fc164c9c8","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":18,"box":{"x":60,"y":660,"width":868,"height":12}},{"id":"3445d5b8-122c-4dc4-865d-87c7dd73897a","block_type":"box","text":"of resolution or insolvency proceedings. It is possible that these requirements, as well as potential additional government","page_number":18,"box":{"x":59,"y":675,"width":846,"height":12}},{"id":"2d197cbd-6de4-481c-bfdc-117cdf44f8ac","block_type":"box","text":"regulation and other developments in the market, could adversely affect the Fund’s ability to terminate existing securities","page_number":18,"box":{"x":60,"y":690,"width":847,"height":13}},{"id":"966b1aac-5032-462b-8f27-0c6f81922c86","block_type":"box","text":"lending agreements or to realize amounts to be received under such agreements. Prudential regulation may also favor","page_number":18,"box":{"x":60,"y":705,"width":824,"height":13}},{"id":"f28dae57-c9ca-45ea-a40b-bf2e2f8e9d89","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":18,"box":{"x":60,"y":720,"width":834,"height":13}},{"id":"f6be2594-82f2-40c3-968d-f4abd9a29e38","block_type":"box","text":"borrowers. The Fund may provide additional protections to borrowers, where permitted, pursuant to the Fund’s investment","page_number":18,"box":{"x":60,"y":736,"width":862,"height":12}},{"id":"b0a1eae8-fe91-496f-8085-fea4f04dd291","block_type":"box","text":"policies and if BFA believes doing so is in the best interest of the Fund.","page_number":18,"box":{"x":59,"y":751,"width":489,"height":12}},{"id":"2739fd20-34a4-4f3d-8f4f-635afec110f6","block_type":"box","text":"Liquidity Risk Management.","page_number":18,"box":{"x":60,"y":777,"width":200,"height":13}},{"id":"414b0559-08b3-4f8b-bdd9-5e30444fac10","block_type":"box","text":"Rule 22e-4 under the Investment Company Act (the “Liquidity Rule”) requires open-end funds,","page_number":18,"box":{"x":270,"y":777,"width":662,"height":13}},{"id":"d110c425-576b-4950-a454-dcc30aadc079","block_type":"box","text":"including exchange-traded funds (“ETFs”) such as the Fund, to establish a liquidity risk management program (the “Liquidity","page_number":18,"box":{"x":60,"y":792,"width":876,"height":13}},{"id":"1e6bbcef-4155-439f-85a9-de1a2115cb3a","block_type":"box","text":"Program”) and enhance disclosures regarding fund liquidity. As required by the Liquidity Rule, the Fund has implemented a","page_number":18,"box":{"x":60,"y":807,"width":860,"height":13}},{"id":"cfba7d3e-7f9c-48a6-a219-cefe336bc0c1","block_type":"box","text":"Liquidity Program, and the Board, including a majority of the Independent Trustees of the Trust, has appointed BFA as the","page_number":18,"box":{"x":60,"y":823,"width":850,"height":12}},{"id":"dbf99b2d-6e97-455b-87fb-e7c885520879","block_type":"box","text":"administrator of the Liquidity Program. Under the Liquidity Program, BFA assesses, manages, and periodically reviews the","page_number":18,"box":{"x":59,"y":838,"width":850,"height":12}},{"id":"0fc7a030-4d2e-422a-828c-b5de22de3784","block_type":"box","text":"Fund’s liquidity risk and classifies each investment held by the Fund as a “highly liquid investment,” “moderately liquid","page_number":18,"box":{"x":60,"y":853,"width":827,"height":12}},{"id":"5bc5dee5-512e-49aa-833f-99466e54a356","block_type":"box","text":"investment,” “less liquid investment” or “illiquid investment.” The Liquidity Rule defines “liquidity risk” as the risk that the","page_number":18,"box":{"x":60,"y":868,"width":848,"height":12}},{"id":"8b62c618-eaa9-472d-b6fe-65b42305e0e8","block_type":"box","text":"Fund could not meet requests to redeem shares issued by the Fund without significant dilution of the remaining investors’","page_number":18,"box":{"x":60,"y":883,"width":854,"height":12}},{"id":"dd736d40-cc43-4648-bd82-9815186f396c","block_type":"box","text":"5","page_number":18,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"f2a7c428-c579-4b4f-8497-b2c2d0f77481","block_type":"box","text":"interest in the Fund. The liquidity of the Fund’s portfolio investments is determined based on relevant market, trading and","page_number":19,"box":{"x":60,"y":67,"width":849,"height":12}},{"id":"8f1c5d56-fec6-400b-9fad-0aa0bf7d5af2","block_type":"box","text":"investment-specific considerations under the Liquidity Program. There are exclusions from certain portions of the liquidity","page_number":19,"box":{"x":60,"y":82,"width":855,"height":12}},{"id":"e35664f0-532c-4429-8f4d-b102aad936cb","block_type":"box","text":"risk management program requirements for “in-kind” ETFs, as defined in the Liquidity Rule. To the extent that an investment","page_number":19,"box":{"x":60,"y":97,"width":872,"height":12}},{"id":"bc1f46d4-a098-403d-93cf-15e0dfd67e79","block_type":"box","text":"is deemed to be an illiquid investment or a less liquid investment, the Fund can expect to be exposed to greater liquidity risk.","page_number":19,"box":{"x":60,"y":112,"width":869,"height":12}},{"id":"a87b212b-142b-44f1-962d-b3f9cfb9f5ee","block_type":"box","text":"Options on Futures Contracts.","page_number":19,"box":{"x":59,"y":139,"width":216,"height":12}},{"id":"b8f920dd-19c3-4885-a6ec-c62386c76271","block_type":"box","text":"The Fund may invest in options on futures contracts. An option on a futures contract, as","page_number":19,"box":{"x":284,"y":138,"width":618,"height":13}},{"id":"e4f191ab-204a-4773-9803-a383ac02a7cf","block_type":"box","text":"contrasted with the direct investment in such a contract, gives the purchaser the right, in return for the premium paid, to","page_number":19,"box":{"x":59,"y":154,"width":844,"height":12}},{"id":"fdd27b60-0968-45a5-a905-a709efa0b34c","block_type":"box","text":"assume a position in the underlying futures contract at a specified exercise price at any time prior to the expiration date of","page_number":19,"box":{"x":59,"y":169,"width":857,"height":12}},{"id":"fa93311d-eac9-458b-af8c-5fb1aa9ef8cc","block_type":"box","text":"the option. Upon exercise of an option, the delivery of the futures position by the writer of the option to the holder of the","page_number":19,"box":{"x":59,"y":184,"width":844,"height":12}},{"id":"5953e493-ea66-41fc-aa33-09e6c0662d82","block_type":"box","text":"option will be accompanied by delivery of the accumulated balance in the writer’s futures margin account that represents the","page_number":19,"box":{"x":59,"y":199,"width":877,"height":12}},{"id":"fadc00fe-db56-45fd-b9db-4b525d9158be","block_type":"box","text":"amount by which the market price of the futures contract exceeds (in the case of a call) or is less than (in the case of a put)","page_number":19,"box":{"x":59,"y":214,"width":863,"height":12}},{"id":"2614e209-85a7-47aa-9e3e-309282aa85e7","block_type":"box","text":"the exercise price of the option on the futures contract. The potential for loss related to the purchase of an option on a","page_number":19,"box":{"x":59,"y":229,"width":829,"height":12}},{"id":"12452694-037c-4ad3-ba17-13aada132d58","block_type":"box","text":"futures contract is limited to the premium paid for the option plus transaction costs. Because the value of the option is fixed","page_number":19,"box":{"x":59,"y":244,"width":866,"height":13}},{"id":"7509f1bd-f61e-4b3e-980d-2ed8a83c0c16","block_type":"box","text":"at the point of sale, there are no daily cash payments by the purchaser to reflect changes in the value of the underlying","page_number":19,"box":{"x":59,"y":259,"width":829,"height":13}},{"id":"0ea95061-a0a9-4c7b-92b4-667a858b67c3","block_type":"box","text":"contract; however, the value of the option changes daily and that change would be reflected in the NAV of the Fund. The","page_number":19,"box":{"x":59,"y":274,"width":842,"height":13}},{"id":"b56ab0f3-a5a9-48c8-8a83-69a65b7f0f57","block_type":"box","text":"potential for loss related to writing call options is unlimited. The potential for loss related to writing put options is limited to","page_number":19,"box":{"x":59,"y":290,"width":863,"height":12}},{"id":"cb10810f-59a4-49af-a8a8-f6976cbef87a","block_type":"box","text":"the agreed upon price per share, also known as the “strike price,” less the premium received from writing the put.","page_number":19,"box":{"x":59,"y":305,"width":794,"height":12}},{"id":"a990a1c9-8ec5-4fbf-a50c-9feaee6d5cab","block_type":"box","text":"Privately Issued Securities.","page_number":19,"box":{"x":60,"y":331,"width":190,"height":13}},{"id":"e944ec90-caf0-40db-8e71-d75ca4c595f7","block_type":"box","text":"The Fund may invest in privately issued securities, including those that may be resold only in","page_number":19,"box":{"x":263,"y":331,"width":647,"height":13}},{"id":"fa9c5c8a-d565-4a7e-bda1-d3a283601937","block_type":"box","text":"accordance with Rule 144A or Regulation S under the 1933 Act (“Restricted Securities”). Restricted Securities are not","page_number":19,"box":{"x":59,"y":346,"width":819,"height":13}},{"id":"fda0a750-cc3a-4869-94d2-e466298d7bb0","block_type":"box","text":"publicly-traded and are subject to a variety of restrictions, which limit a purchaser’s ability to acquire or resell such securities.","page_number":19,"box":{"x":59,"y":361,"width":874,"height":13}},{"id":"8f3bbf74-6398-46c4-80c6-989bcb461bfb","block_type":"box","text":"Accordingly, the liquidity of the market for specific Restricted Securities may vary. Delay or difficulty in selling such securities","page_number":19,"box":{"x":59,"y":377,"width":869,"height":12}},{"id":"6e9a8ba3-af95-46d0-8d25-60ce97d01c2f","block_type":"box","text":"may result in a loss to the Fund.","page_number":19,"box":{"x":60,"y":392,"width":221,"height":12}},{"id":"b6d1b815-8666-475d-8c97-37b07c1a1a54","block_type":"box","text":"Regulation Regarding Derivatives.","page_number":19,"box":{"x":60,"y":418,"width":242,"height":12}},{"id":"62d2f62a-2b71-41cf-8d8d-b9294296541d","block_type":"box","text":"The CFTC subjects advisers to registered investment companies to regulation by the","page_number":19,"box":{"x":310,"y":418,"width":589,"height":12}},{"id":"4edf80ab-e8cc-4599-bcfe-0d6463668ba2","block_type":"box","text":"CFTC if a fund that is advised by the investment adviser either (i) invests, directly or indirectly, more than a prescribed level of","page_number":19,"box":{"x":59,"y":433,"width":876,"height":13}},{"id":"b2e23f33-6571-4947-a45d-5e48bec36d52","block_type":"box","text":"its liquidation value in CFTC-regulated futures, options and swaps (“CFTC Derivatives”) or (ii) markets itself as providing","page_number":19,"box":{"x":60,"y":448,"width":843,"height":13}},{"id":"97272f4c-f578-4eeb-bd32-44fbaf8f8915","block_type":"box","text":"investment exposure to such instruments. Due to the Fund’s potential use of CFTC Derivatives above the prescribed levels,","page_number":19,"box":{"x":60,"y":463,"width":855,"height":13}},{"id":"ae4397a5-e3f4-4dc5-a96c-7b266818d849","block_type":"box","text":"the Fund and the Subsidiary will each be considered a “commodity pool” under the CEA. Accordingly, BFA, the Fund’s","page_number":19,"box":{"x":59,"y":479,"width":822,"height":12}},{"id":"4c8c81a1-97f0-4a50-94d1-97c63b3519c7","block_type":"box","text":"investment adviser, has registered as a commodity pool operator and is subject to CFTC regulation with respect to the Fund.","page_number":19,"box":{"x":60,"y":494,"width":868,"height":12}},{"id":"838b0b52-7355-4b45-a8e4-3f212e83a627","block_type":"box","text":"BFA is also subject to regulation by the National Futures Association.","page_number":19,"box":{"x":60,"y":509,"width":478,"height":12}},{"id":"8137f502-5e4a-4ee2-a475-fd682091a6d3","block_type":"box","text":"Derivative contracts, including, without limitation, swaps, currency forwards, and NDFs, are subject to regulation under the","page_number":19,"box":{"x":60,"y":535,"width":859,"height":13}},{"id":"a3f8fbb3-51e7-42f9-a59e-81f74a29d47c","block_type":"box","text":"Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) in the U.S. and under comparable regimes","page_number":19,"box":{"x":60,"y":550,"width":871,"height":13}},{"id":"37fe13fe-207f-438a-817e-b692a87d68c8","block_type":"box","text":"in Europe, Asia and other non-U.S. jurisdictions. Swaps, NDFs and certain other derivatives traded in the OTC market are","page_number":19,"box":{"x":60,"y":566,"width":839,"height":12}},{"id":"63eb260e-1d18-4791-8218-3fd2a9f0cb29","block_type":"box","text":"subject to variation margin and initial margin requirements. Implementation of the margining and other provisions of the","page_number":19,"box":{"x":59,"y":581,"width":847,"height":12}},{"id":"92642493-6640-45a7-a238-71f101fcefc1","block_type":"box","text":"Dodd-Frank Act regarding clearing, mandatory trading, reporting and documentation of swaps and other derivatives have","page_number":19,"box":{"x":60,"y":596,"width":853,"height":12}},{"id":"ce544e1c-f03c-48b1-a1bb-b81e7d5fc731","block_type":"box","text":"impacted and may continue to impact the costs to the Fund of trading these instruments and, as a result, may affect returns","page_number":19,"box":{"x":60,"y":611,"width":868,"height":12}},{"id":"3a86e63e-ae2e-4356-8c3d-a0d366bc1f8e","block_type":"box","text":"to investors in the Fund.","page_number":19,"box":{"x":59,"y":626,"width":168,"height":10}},{"id":"8884337a-03f5-4cbd-9f8f-2130baf35e86","block_type":"box","text":"Rule 18f-4 under the Investment Company Act permits the Fund to enter into Derivatives Transactions (as defined below)","page_number":19,"box":{"x":60,"y":652,"width":849,"height":13}},{"id":"7ebee69e-c561-4355-a6f2-1bad79d2d300","block_type":"box","text":"and certain other transactions notwithstanding the restrictions on the issuance of “senior securities” under Section 18 of the","page_number":19,"box":{"x":59,"y":668,"width":873,"height":12}},{"id":"ae3f0842-b2c9-4ff2-9ce9-dd209ba823b4","block_type":"box","text":"Investment Company Act. Section 18 of the Investment Company Act, among other things, prohibits open-end funds,","page_number":19,"box":{"x":60,"y":683,"width":822,"height":12}},{"id":"376b3df6-5c5f-44e0-bc50-c0ffa0f4bd2a","block_type":"box","text":"including the Fund, from issuing or selling any “senior security,” other than borrowing from a bank (subject to a requirement","page_number":19,"box":{"x":60,"y":698,"width":871,"height":12}},{"id":"c5d5d8b4-d7d0-4319-b480-4514ece0d7dd","block_type":"box","text":"to maintain 300% “asset coverage”).","page_number":19,"box":{"x":59,"y":713,"width":257,"height":12}},{"id":"07cf9b46-1843-4395-80ed-b8f428c41026","block_type":"box","text":"Under Rule 18f-4, “Derivatives Transactions” include the following: (1) any swap, security-based swap (including a contract","page_number":19,"box":{"x":60,"y":739,"width":862,"height":13}},{"id":"ed72c60a-16a0-4ba3-ab28-09da335fb51f","block_type":"box","text":"for differences), futures contract, forward contract, option (excluding purchased options), any combination of the foregoing,","page_number":19,"box":{"x":59,"y":754,"width":871,"height":13}},{"id":"f287713e-6399-4929-bf27-630bb391517c","block_type":"box","text":"or any similar instrument, under which the Fund is or may be required to make any payment or delivery of cash or other","page_number":19,"box":{"x":59,"y":770,"width":839,"height":12}},{"id":"7874972c-cb0d-445b-bc83-3b2f18269e3e","block_type":"box","text":"assets during the life of the instrument or at maturity or early termination, whether as margin or settlement payment or","page_number":19,"box":{"x":59,"y":785,"width":838,"height":12}},{"id":"0a5ef0a1-356b-49eb-8eac-00fbb6325fb6","block_type":"box","text":"otherwise; (2) any short sale borrowing; (3) reverse repurchase agreements and similar financing transactions (","page_number":19,"box":{"x":59,"y":800,"width":780,"height":12}},{"id":"f9bea4ce-9078-439a-b8ef-393ad8cb0ef4","block_type":"box","text":"e.g","page_number":19,"box":{"x":840,"y":803,"width":21,"height":9}},{"id":"c1dbbd5d-b6fc-46d6-bd05-0193501896b8","block_type":"box","text":"., recourse","page_number":19,"box":{"x":862,"y":803,"width":71,"height":8}},{"id":"2df9e3e7-ace4-4aa7-a608-a41fd22c9e86","block_type":"box","text":"and non-recourse tender option bonds, and borrowed bonds), if the Fund elects to treat these transactions as Derivatives","page_number":19,"box":{"x":59,"y":815,"width":849,"height":12}},{"id":"861a476d-a994-4298-8f6c-986bf50a05f0","block_type":"box","text":"Transactions under Rule 18f-4; and (4) when-issued or forward-settling securities (","page_number":19,"box":{"x":59,"y":830,"width":581,"height":12}},{"id":"3d8f21ed-f238-4334-8cb3-44869bdb87e0","block_type":"box","text":"e.g.,","page_number":19,"box":{"x":642,"y":833,"width":26,"height":9}},{"id":"4f55779b-aa21-4791-957d-0624bf4a951c","block_type":"box","text":"firm and standby commitments,","page_number":19,"box":{"x":674,"y":830,"width":225,"height":12}},{"id":"0b98a8a1-5a20-476f-a314-1930ecec032a","block_type":"box","text":"including to-be-announced (“TBA”) commitments, and dollar rolls) and non-standard settlement cycle securities, unless the","page_number":19,"box":{"x":60,"y":845,"width":869,"height":13}},{"id":"f303152e-0efe-4298-bffc-efa4ca285fa8","block_type":"box","text":"Fund intends to physically settle the transaction and the transaction will settle within 35 days of its trade date (the “Delayed","page_number":19,"box":{"x":60,"y":860,"width":871,"height":13}},{"id":"f631e548-3ab4-4feb-8346-45e42381abc9","block_type":"box","text":"Settlement Securities Provision”).","page_number":19,"box":{"x":59,"y":875,"width":233,"height":13}},{"id":"33e6191c-837e-436b-af5a-ac796c932951","block_type":"box","text":"6","page_number":19,"box":{"x":495,"y":916,"width":8,"height":9}},{"id":"809d0e30-4417-4d25-a937-604451d9bfff","block_type":"box","text":"Unless the Fund is relying on the Limited Derivatives User Exception (as defined below), the Fund must comply with Rule 18f","page_number":20,"box":{"x":60,"y":67,"width":877,"height":12}},{"id":"7cdd886c-b0bf-409d-8820-03347546ffe0","block_type":"box","text":"4 with respect to its Derivatives Transactions. Rule 18f-4, among other things, requires the Fund to adopt and implement a","page_number":20,"box":{"x":59,"y":82,"width":857,"height":12}},{"id":"5bdc6976-4bc4-4146-8a26-ab1f0827e4fd","block_type":"box","text":"comprehensive written derivatives risk management program (“DRMP”) and comply with a relative or absolute limit on Fund","page_number":20,"box":{"x":59,"y":97,"width":875,"height":12}},{"id":"9fa95eef-d7ec-4b3e-ae99-fd18434ce9d7","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":20,"box":{"x":60,"y":112,"width":846,"height":12}},{"id":"7a682dc1-e67e-4644-8025-ecdf807a5fd3","block_type":"box","text":"appointed by the Board, including a majority of Independent Directors/Trustees, and periodically reviews the DRMP and","page_number":20,"box":{"x":59,"y":127,"width":840,"height":12}},{"id":"c6aeee2b-196b-41b8-b439-1f65f59da357","block_type":"box","text":"reports to the Board.","page_number":20,"box":{"x":60,"y":142,"width":142,"height":13}},{"id":"748a200b-f914-440e-91c3-763e3cdff337","block_type":"box","text":"Rule 18f-4 provides an exception from the DRMP, VaR limit and certain other requirements if the Fund’s “derivatives","page_number":20,"box":{"x":60,"y":169,"width":807,"height":12}},{"id":"0d85e62c-9133-4032-9571-ec7aaa3d9d62","block_type":"box","text":"exposure” (as defined in Rule 18f-4) is limited to 10% of its net assets (as calculated in accordance with Rule 18f-4) and the","page_number":20,"box":{"x":59,"y":184,"width":867,"height":12}},{"id":"28d34b35-212d-4f98-ab88-4e19d50f3d9b","block_type":"box","text":"Fund adopts and implements written policies and procedures reasonably designed to manage its derivatives risks (the","page_number":20,"box":{"x":60,"y":199,"width":826,"height":12}},{"id":"a71bc1ec-4ebc-4dc3-b012-f164aeaf29e3","block_type":"box","text":"“Limited Derivatives User Exception”).","page_number":20,"box":{"x":59,"y":214,"width":265,"height":12}},{"id":"eac45d94-b1da-4438-a69d-4c44fbfdcf9f","block_type":"box","text":"Repurchase Agreements.","page_number":20,"box":{"x":60,"y":240,"width":179,"height":13}},{"id":"88cfa035-b9f9-443a-b70a-6786a49ab863","block_type":"box","text":"A repurchase agreement is an instrument under which the purchaser (","page_number":20,"box":{"x":248,"y":240,"width":495,"height":13}},{"id":"84e7321c-1cd0-4c83-bf93-36306ef8c2c7","block_type":"box","text":"i.e.","page_number":20,"box":{"x":744,"y":241,"width":17,"height":9}},{"id":"5206a677-2de8-4ae6-bb50-8e809c6f5d01","block_type":"box","text":", a Fund) acquires a","page_number":20,"box":{"x":764,"y":240,"width":135,"height":13}},{"id":"41ea3fbd-0825-4d05-b8ef-6ab52164ca6f","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":20,"box":{"x":59,"y":256,"width":854,"height":12}},{"id":"546c0142-d4fb-40eb-ad96-cb1d5aa77def","block_type":"box","text":"thereby determining the yield during the purchaser’s holding period. Repurchase agreements may be construed to be","page_number":20,"box":{"x":59,"y":271,"width":822,"height":12}},{"id":"331fe86f-0d89-4495-8211-fc588bc28054","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":20,"box":{"x":59,"y":286,"width":828,"height":12}},{"id":"6c0a0b63-7372-4920-974d-d84880345066","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":20,"box":{"x":59,"y":301,"width":878,"height":12}},{"id":"1a846679-583e-42bc-949b-9e830b50e0f1","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":20,"box":{"x":59,"y":316,"width":861,"height":12}},{"id":"af254352-88a0-47ed-b05e-6f4bff4d95bd","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":20,"box":{"x":59,"y":331,"width":760,"height":13}},{"id":"e3a5e803-623e-4f58-9801-b5a6a58e60aa","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":20,"box":{"x":60,"y":358,"width":875,"height":12}},{"id":"25f8c77e-44be-4a94-ac96-9934909e3261","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":20,"box":{"x":59,"y":373,"width":841,"height":12}},{"id":"a7bc23c3-d7e2-495e-98b1-5a006775c983","block_type":"box","text":"entered into, are determined to (A) have exceptionally strong capacity to meet their financial obligations and (B) are","page_number":20,"box":{"x":59,"y":388,"width":811,"height":12}},{"id":"510b83fa-95c5-46e2-864b-7e33504cf46d","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":20,"box":{"x":59,"y":403,"width":857,"height":12}},{"id":"3c537cae-ac1f-4192-8a72-b9540585d0ef","block_type":"box","text":"seven days.","page_number":20,"box":{"x":59,"y":418,"width":79,"height":12}},{"id":"be7964fd-05b4-4cba-8f1f-942d96caa534","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":20,"box":{"x":60,"y":445,"width":867,"height":12}},{"id":"3cf6d5a3-d86b-4091-a554-60cb818a7ef2","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":20,"box":{"x":60,"y":460,"width":796,"height":12}},{"id":"e9ca4ef9-2195-4456-89e9-d47c4861ad70","block_type":"box","text":"uncertainties involved in repurchase agreements, such risks cannot be eliminated. Lower quality collateral and collateral with","page_number":20,"box":{"x":60,"y":475,"width":872,"height":12}},{"id":"75b55cd5-03db-4f88-a9e2-f5aa4290d596","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":20,"box":{"x":59,"y":490,"width":836,"height":12}},{"id":"c880e199-2220-42d2-ac99-ca494ea4a8c6","block_type":"box","text":"maturity. If the repurchase agreement counterparty were to default, lower quality collateral may be more difficult to liquidate","page_number":20,"box":{"x":60,"y":505,"width":870,"height":12}},{"id":"4dd1b22e-2cf7-43e3-a500-b60185ed9b65","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":20,"box":{"x":59,"y":520,"width":840,"height":12}},{"id":"d25af80e-c508-41d0-b173-7fbbcf7aaa48","block_type":"box","text":"counterparty’s repurchase obligation, a Fund would likely retain the status of an unsecured creditor of the counterparty (","page_number":20,"box":{"x":59,"y":535,"width":845,"height":13}},{"id":"cad9dc6a-1f15-4a50-9911-81b0ed48679f","block_type":"box","text":"i.e.","page_number":20,"box":{"x":905,"y":536,"width":18,"height":9}},{"id":"219bfb0a-13ed-4222-951b-f3cc7f133b8f","block_type":"box","text":",","page_number":20,"box":{"x":925,"y":543,"width":2,"height":4}},{"id":"1612ffe9-6a5f-4331-9c15-d9493f12efae","block_type":"box","text":"the position the Fund would normally be in if it were to hold, pursuant to its investment policies, other unsecured debt","page_number":20,"box":{"x":59,"y":550,"width":828,"height":13}},{"id":"17cf993c-1654-4871-9b2b-15dd3b30ec06","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":20,"box":{"x":59,"y":566,"width":875,"height":12}},{"id":"63c1caff-c35a-4f16-a608-bc1ee03c24eb","block_type":"box","text":"be at risk of losing some or all of the principal and income involved in the transaction.","page_number":20,"box":{"x":60,"y":581,"width":597,"height":12}},{"id":"033e1590-b257-4fb4-bdd0-727621328e68","block_type":"box","text":"Reverse Repurchase Agreements.","page_number":20,"box":{"x":60,"y":607,"width":240,"height":12}},{"id":"673ce557-ba41-4e53-8389-7ecc3a4be36b","block_type":"box","text":"Reverse repurchase agreements involve the sale of securities with an agreement to","page_number":20,"box":{"x":309,"y":607,"width":578,"height":12}},{"id":"6eff5934-e4fb-402a-9f82-ef7e953d2014","block_type":"box","text":"repurchase the securities at an agreed-upon price, date and interest payment and have the characteristics of borrowing.","page_number":20,"box":{"x":60,"y":622,"width":838,"height":13}},{"id":"eee3ed65-6d5e-43f0-9fdb-ed4c16867796","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":20,"box":{"x":59,"y":637,"width":870,"height":13}},{"id":"2df6a1cb-b238-404b-92a1-d8344c7ebeb3","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":20,"box":{"x":60,"y":652,"width":840,"height":13}},{"id":"0915a2ac-a9c6-49d0-9984-c71d256b5be5","block_type":"box","text":"interest income associated with those securities. Such transactions are advantageous only if a Fund has an opportunity to","page_number":20,"box":{"x":60,"y":668,"width":853,"height":12}},{"id":"d8955b2b-a12b-4a45-a221-02eb817b6ea9","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":20,"box":{"x":59,"y":683,"width":875,"height":12}},{"id":"a8399cb5-d0eb-4d79-a840-adeb1de4abff","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":20,"box":{"x":59,"y":698,"width":869,"height":12}},{"id":"4c490224-c7fc-4b55-8012-0ca6b34ac029","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":20,"box":{"x":59,"y":713,"width":878,"height":12}},{"id":"1ec73651-badd-4af7-b7f3-cc3f15c2f5c7","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":20,"box":{"x":59,"y":728,"width":875,"height":12}},{"id":"e9ab582b-9412-44c2-b988-36817e2b2e9a","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":20,"box":{"x":59,"y":743,"width":845,"height":12}},{"id":"902b467f-1cdd-426d-8b69-13f16e0c617d","block_type":"box","text":"Fund through reverse repurchase agreements may be invested in additional securities.","page_number":20,"box":{"x":60,"y":758,"width":602,"height":13}},{"id":"c5ffd9cd-205e-47bc-a913-fdfcb56d6549","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":20,"box":{"x":60,"y":785,"width":832,"height":12}},{"id":"1b94b5f0-b72e-4991-9cfa-9a3764644c7f","block_type":"box","text":"financing transactions (","page_number":20,"box":{"x":59,"y":800,"width":165,"height":12}},{"id":"85f8ea87-fe5c-45dd-811a-bed446e99518","block_type":"box","text":"e.g.,","page_number":20,"box":{"x":225,"y":803,"width":27,"height":9}},{"id":"adbf159e-7bef-41be-bcca-b4faaa803fb2","block_type":"box","text":"recourse and non-recourse tender option bonds, borrowed bonds) notwithstanding the","page_number":20,"box":{"x":258,"y":800,"width":614,"height":12}},{"id":"bb414288-8ce9-4d64-8f84-b2b2abad3205","block_type":"box","text":"limitation on the issuance of senior securities in Section 18 of the Investment Company Act, provided that the Fund either (i)","page_number":20,"box":{"x":60,"y":815,"width":869,"height":12}},{"id":"8c28d3ad-642f-4053-8888-50c80240d91c","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":20,"box":{"x":59,"y":830,"width":879,"height":12}},{"id":"a0395857-3d2e-4b5c-a57d-0c722f35aad9","block_type":"box","text":"(ii) treats such transactions as Derivatives Transactions under Rule 18f-4. (See “","page_number":20,"box":{"x":60,"y":845,"width":556,"height":13}},{"id":"1e265014-9aa0-4044-acf2-961c96bb7528","block_type":"box","text":"Regulation Regarding Derivatives","page_number":20,"box":{"x":617,"y":845,"width":231,"height":13}},{"id":"04e5b01a-8a3d-4a4d-97be-30383d60c42f","block_type":"box","text":"” above.)","page_number":20,"box":{"x":849,"y":845,"width":61,"height":13}},{"id":"ebf47c61-22eb-4766-94a3-e2f1bda78ece","block_type":"box","text":"7","page_number":20,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"f27fa80e-0db5-4c01-8f79-3cdb168b300c","block_type":"box","text":"Short-Term Instruments and Temporary Investments.","page_number":21,"box":{"x":59,"y":67,"width":385,"height":12}},{"id":"8be0fe49-70d0-480f-8dd0-58f02a987039","block_type":"box","text":"The Fund may invest in short-term instruments, including money","page_number":21,"box":{"x":453,"y":67,"width":458,"height":12}},{"id":"4a94970c-f854-4dbb-a426-d4ab25a560b5","block_type":"box","text":"market instruments, on an ongoing basis to provide liquidity or for other reasons. Money market instruments are generally","page_number":21,"box":{"x":60,"y":82,"width":858,"height":12}},{"id":"0004005a-1adc-484a-836e-344254ba4596","block_type":"box","text":"short-term investments that may include, but are not limited to: (i) shares of money market funds (including those advised","page_number":21,"box":{"x":59,"y":97,"width":861,"height":12}},{"id":"f96b9fb6-4a2e-42df-a219-103a0941bb19","block_type":"box","text":"by BFA or otherwise affiliated with BFA); (ii) obligations issued or guaranteed by the U.S. government, its agencies or","page_number":21,"box":{"x":60,"y":112,"width":813,"height":12}},{"id":"880432d6-9c01-4391-95ef-ee7a95d87731","block_type":"box","text":"instrumentalities (including government-sponsored enterprises); (iii) negotiable certificates of deposit (“CDs”), bankers’","page_number":21,"box":{"x":60,"y":127,"width":839,"height":12}},{"id":"80b62f1c-cf80-4fda-98ea-a0557a913411","block_type":"box","text":"acceptances, fixed-time deposits and other obligations of U.S. and non-U.S. banks (including non-U.S. branches) and similar","page_number":21,"box":{"x":59,"y":142,"width":871,"height":13}},{"id":"a5d643b1-da2f-4bf7-b0d1-079c55e20e7e","block_type":"box","text":"institutions; (iv) commercial paper rated, at the date of purchase, “Prime-1” by Moody’s","page_number":21,"box":{"x":60,"y":157,"width":612,"height":13}},{"id":"570eb6ac-1955-4ee7-9997-989860b601b8","block_type":"box","text":"®","page_number":21,"box":{"x":673,"y":156,"width":9,"height":6}},{"id":"b9e3dc8f-435c-4d6d-adfd-1321c575ac12","block_type":"box","text":"Investors Service, Inc., “F-1” by","page_number":21,"box":{"x":688,"y":157,"width":213,"height":13}},{"id":"e30475e2-0641-4e28-bff2-af463536cf6c","block_type":"box","text":"Fitch Ratings, Inc., or “A-1” by S&P Global, Inc., a subsidiary of The McGraw-Hill Companies (“S&P Global Ratings”), or if","page_number":21,"box":{"x":60,"y":172,"width":838,"height":13}},{"id":"99fc97db-2162-421b-924d-646741784430","block_type":"box","text":"unrated, of comparable quality as determined by BFA; (v) non-convertible corporate debt securities (","page_number":21,"box":{"x":60,"y":188,"width":702,"height":12}},{"id":"d8053516-761f-494d-98c9-239a2945dc8f","block_type":"box","text":"e.g.","page_number":21,"box":{"x":763,"y":191,"width":23,"height":9}},{"id":"8f276f79-c466-4963-bbd2-f0632bc77b9e","block_type":"box","text":", bonds and","page_number":21,"box":{"x":788,"y":188,"width":81,"height":11}},{"id":"25c90d41-3b23-43ff-ad52-6e5e627df93e","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":21,"box":{"x":59,"y":203,"width":869,"height":12}},{"id":"f6c130e5-f2a2-4192-92b9-345beb7ff4a9","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":21,"box":{"x":59,"y":218,"width":863,"height":12}},{"id":"6d3a2cc4-4bbc-480e-81f3-b93cf635f9bf","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":21,"box":{"x":59,"y":233,"width":876,"height":12}},{"id":"02badacf-22a0-4da3-94bb-6c69012311bb","block_type":"box","text":"opinion of BFA, are of comparable quality to obligations of U.S. banks that may be purchased by the Fund. Any of these","page_number":21,"box":{"x":59,"y":248,"width":833,"height":12}},{"id":"21ff472c-570b-45af-a899-ef05a63d732c","block_type":"box","text":"instruments may be purchased on a current or forward-settled basis. Time deposits are non-negotiable deposits maintained","page_number":21,"box":{"x":60,"y":263,"width":867,"height":12}},{"id":"f147b68c-ec78-4fbe-86cd-2a3a7e2c6af7","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":21,"box":{"x":60,"y":278,"width":851,"height":13}},{"id":"2c7b3592-7adb-4d36-ac3d-b0c395713f77","block_type":"box","text":"commercial banks by borrowers, usually in connection with international transactions.","page_number":21,"box":{"x":59,"y":293,"width":604,"height":13}},{"id":"ed93bdb0-2f9d-45e3-b510-b6db521b3317","block_type":"box","text":"Swap Agreements.","page_number":21,"box":{"x":59,"y":320,"width":134,"height":12}},{"id":"cd8cc263-8896-453b-b72e-23cf8c457cff","block_type":"box","text":"Swap agreements are contracts between parties in which one party agrees to make periodic payments to","page_number":21,"box":{"x":202,"y":320,"width":735,"height":12}},{"id":"04cb3327-c440-474c-8096-bcff25909436","block_type":"box","text":"the other party based on a pre-determined underlying investment or notional amount. In return, the other party agrees to","page_number":21,"box":{"x":59,"y":335,"width":850,"height":12}},{"id":"8bebe647-47b8-4057-952f-06d7e86de7a6","block_type":"box","text":"make periodic payments to the first party based on the return (or a differential in rate of return) earned or realized on the","page_number":21,"box":{"x":60,"y":350,"width":843,"height":12}},{"id":"64aba539-6cf1-4e26-878e-6c61652adddb","block_type":"box","text":"underlying investment or notional amount. Swap agreements will usually be performed on a net basis, with the Fund","page_number":21,"box":{"x":60,"y":365,"width":816,"height":13}},{"id":"a0870b50-a67d-4c4d-8266-f2caf331086d","block_type":"box","text":"receiving or paying only the net amount of the two payments. The net amount of the excess, if any, of the Fund’s obligations","page_number":21,"box":{"x":60,"y":380,"width":870,"height":13}},{"id":"027366e9-61c3-4fb3-b580-e2db7b936f01","block_type":"box","text":"over its entitlements with respect to each swap is accrued on a daily basis.","page_number":21,"box":{"x":59,"y":395,"width":520,"height":13}},{"id":"1843457f-32d8-4dc9-ba12-9b396c35a11d","block_type":"box","text":"The Fund may enter into swap agreements, including commodity swaps, currency swaps, interest rate swaps, securities","page_number":21,"box":{"x":59,"y":422,"width":839,"height":12}},{"id":"5a597848-8ed6-4684-8f8a-c152b516d8c9","block_type":"box","text":"swaps and index swaps. The use of such swaps is a highly specialized activity that involves investment techniques and risks","page_number":21,"box":{"x":59,"y":437,"width":864,"height":12}},{"id":"b7e32770-8b71-4d7d-973c-47e80d0efca9","block_type":"box","text":"different from those associated with ordinary portfolio security transactions. These transactions generally do not involve the","page_number":21,"box":{"x":59,"y":452,"width":868,"height":12}},{"id":"361a7f47-8968-4757-8f15-45e09fd26f94","block_type":"box","text":"delivery of securities or other underlying assets.","page_number":21,"box":{"x":59,"y":467,"width":333,"height":13}},{"id":"62842861-e17f-4553-a918-24d7ce8e0347","block_type":"box","text":"Future Developments.","page_number":21,"box":{"x":60,"y":494,"width":157,"height":12}},{"id":"7372f240-1fb2-4007-ba46-c8d2c983e30c","block_type":"box","text":"The Board may, in the future, authorize the Fund to invest in securities contracts and investments,","page_number":21,"box":{"x":226,"y":494,"width":683,"height":12}},{"id":"2f6e5c72-45d2-4747-9e83-0eecae76a549","block_type":"box","text":"other than those listed in this SAI and in the Prospectus, provided they are consistent with the Fund’s investment objective","page_number":21,"box":{"x":59,"y":509,"width":857,"height":12}},{"id":"acaaf83a-1a79-4237-b032-97e8b7b5e39a","block_type":"box","text":"and do not violate any of its investment restrictions or policies.","page_number":21,"box":{"x":59,"y":524,"width":438,"height":12}},{"id":"fe57e12c-7a71-4363-8365-dc851d7128b3","block_type":"box","text":"General Considerations and Risks","page_number":21,"box":{"x":60,"y":555,"width":559,"height":23}},{"id":"d7c8ec40-138c-4a2e-bde8-380f7b6dc3bf","block_type":"box","text":"A discussion of some of the principal risks associated with an investment in the Fund is contained in the Prospectus.","page_number":21,"box":{"x":59,"y":596,"width":814,"height":12}},{"id":"50a35c01-5d9f-47c7-a280-5abd8a9b7320","block_type":"box","text":"An investment in the Fund should be made with an understanding that the value of the Fund’s portfolio securities may","page_number":21,"box":{"x":59,"y":622,"width":831,"height":13}},{"id":"732d8d87-502d-436f-bdd5-fc20244ae61f","block_type":"box","text":"fluctuate in accordance with changes in the financial condition of the issuers of the portfolio securities, the value of stocks in","page_number":21,"box":{"x":59,"y":637,"width":874,"height":13}},{"id":"169f813c-62e2-4a9f-9dfc-96ba634f36d3","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":21,"box":{"x":59,"y":652,"width":873,"height":13}},{"id":"1a8c4e0d-0089-4f3b-8575-07226b1a70a8","block_type":"box","text":"particular risk factor.","page_number":21,"box":{"x":59,"y":668,"width":143,"height":12}},{"id":"8f3d3d33-c8a0-46e0-9c0c-308e1b548c89","block_type":"box","text":"Set forth below is more detailed information regarding the types of instruments in which the Fund may invest, strategies BFA","page_number":21,"box":{"x":59,"y":694,"width":874,"height":12}},{"id":"85d2bfbf-bc2b-4e17-9f4d-669fd4c74e89","block_type":"box","text":"may employ in pursuit of the Fund’s investment objective and related risks.","page_number":21,"box":{"x":60,"y":709,"width":523,"height":12}},{"id":"ebbb02b9-92e1-45ad-8598-74820a246f4d","block_type":"box","text":"Borrowing Risk.","page_number":21,"box":{"x":60,"y":736,"width":112,"height":12}},{"id":"b0a6277b-e803-4eac-91df-5316e384921b","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":21,"box":{"x":182,"y":736,"width":711,"height":12}},{"id":"88b607c7-9c98-4170-8f98-e10a62875be0","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":21,"box":{"x":60,"y":751,"width":849,"height":12}},{"id":"96a6ee2b-c085-4335-814c-b02b4395775e","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":21,"box":{"x":60,"y":766,"width":831,"height":12}},{"id":"a61c0f2d-1a6f-47d0-a31d-44de7a15a788","block_type":"box","text":"Commodities Investment Risk.","page_number":21,"box":{"x":59,"y":792,"width":218,"height":10}},{"id":"9a12d6f6-2fc4-4c21-9073-424455025a91","block_type":"box","text":"Exposure to commodities markets may subject the Fund to greater volatility than","page_number":21,"box":{"x":287,"y":792,"width":566,"height":13}},{"id":"d7b61f71-cdcd-4d32-a500-9912e0730fa8","block_type":"box","text":"investments in traditional securities. The commodities markets have experienced periods of extreme volatility. Similar future","page_number":21,"box":{"x":60,"y":807,"width":865,"height":13}},{"id":"04fc5203-1154-4d1e-a3dc-7e0b32ab4b7d","block_type":"box","text":"market conditions may result in rapid and substantial valuation increases or decreases in the Fund’s holdings.","page_number":21,"box":{"x":60,"y":823,"width":765,"height":12}},{"id":"5e7e6444-9c3f-4065-be86-16255fadad30","block_type":"box","text":"The commodities markets may fluctuate widely based on a variety of factors. Movements in commodity investment prices","page_number":21,"box":{"x":59,"y":849,"width":857,"height":12}},{"id":"b4361e9e-b485-4000-993c-f17ba6aa5550","block_type":"box","text":"are outside of the Fund’s control and may not be anticipated by BFA. Price movements may be influenced by, among other","page_number":21,"box":{"x":59,"y":864,"width":857,"height":12}},{"id":"4eb3c3ee-2d18-4b02-aa9b-0970947391b4","block_type":"box","text":"things: governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies; changing market and","page_number":21,"box":{"x":59,"y":879,"width":874,"height":13}},{"id":"f3fe772e-61c9-4f3e-98e7-9c8fbd0ef455","block_type":"box","text":"8","page_number":21,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"6b64f9cb-0757-41dc-8966-88f657508a41","block_type":"box","text":"economic conditions; market liquidity; weather and climate conditions, including droughts and floods; livestock disease;","page_number":22,"box":{"x":59,"y":67,"width":841,"height":12}},{"id":"a2e0c7d1-c226-4db4-8cc7-34971b155d6b","block_type":"box","text":"changing supply and demand relationships and levels of domestic production and imported commodities; changes in","page_number":22,"box":{"x":59,"y":82,"width":823,"height":12}},{"id":"5250b477-0d0e-4cbd-be93-703ded71cacf","block_type":"box","text":"storage costs; the availability of local, intrastate and interstate transportation systems; energy conservation; the success of","page_number":22,"box":{"x":59,"y":97,"width":858,"height":12}},{"id":"9ec6b1a8-adcc-406d-9a62-ab0be1f49f59","block_type":"box","text":"exploration projects; changes in international balances of payments and trade; domestic and foreign rates of inflation;","page_number":22,"box":{"x":59,"y":112,"width":824,"height":12}},{"id":"fe4df6bb-6075-4029-8155-d1951f67603f","block_type":"box","text":"currency devaluations and revaluations; domestic and foreign political and economic events; domestic and foreign interest","page_number":22,"box":{"x":59,"y":127,"width":859,"height":12}},{"id":"74a013d6-5a9b-4701-95ff-aaba36734113","block_type":"box","text":"rates and/or investor expectations concerning interest rates; foreign currency/exchange rates; domestic and foreign","page_number":22,"box":{"x":60,"y":142,"width":813,"height":13}},{"id":"80ff6418-4882-409f-a35f-90ab7b6690fa","block_type":"box","text":"governmental regulation and taxation; war, acts of terrorism and other political upheaval and conflicts; governmental","page_number":22,"box":{"x":59,"y":157,"width":819,"height":13}},{"id":"fb9ca766-288d-4880-b7bd-ca18b6f52acd","block_type":"box","text":"expropriation; investment and trading activities of mutual funds, hedge funds and commodities funds; and changes in","page_number":22,"box":{"x":59,"y":172,"width":827,"height":13}},{"id":"6ba5c759-ecbd-44da-bfd8-f20a4c07e787","block_type":"box","text":"philosophies and emotions of market participants. The frequency and magnitude of such changes cannot be predicted.","page_number":22,"box":{"x":59,"y":188,"width":836,"height":12}},{"id":"b311f549-cfc0-4eba-954f-b6a08df12c6b","block_type":"box","text":"However, it is likely that current declines in trade relations between the U.S. and other countries and tariffs imposed by the","page_number":22,"box":{"x":60,"y":203,"width":852,"height":12}},{"id":"8d8a9365-b057-4cb0-a34a-7830b9360bbd","block_type":"box","text":"U.S. on foreign products and by foreign countries on U.S. commodities will impact commodity prices.","page_number":22,"box":{"x":60,"y":218,"width":707,"height":12}},{"id":"720e1b78-57ec-4937-8191-d51608c4e3d4","block_type":"box","text":"The prices of commodities can also fluctuate widely due to supply and demand disruptions in major producing or","page_number":22,"box":{"x":59,"y":244,"width":798,"height":13}},{"id":"5424f856-7a9f-47d0-9d5a-d54fddea4c8d","block_type":"box","text":"consuming regions. Certain commodities or natural resources may be produced in a limited number of countries and may be","page_number":22,"box":{"x":59,"y":259,"width":876,"height":13}},{"id":"e9d75102-b34e-4ecc-a228-a5a723025c18","block_type":"box","text":"controlled by a small number of producers or groups of producers. As a result, political, economic, regulatory and supply","page_number":22,"box":{"x":59,"y":274,"width":851,"height":13}},{"id":"ac154e24-1520-443d-8781-77f5fccd9f52","block_type":"box","text":"related events in such countries could have a disproportionate impact on the prices of such commodities.","page_number":22,"box":{"x":60,"y":290,"width":738,"height":12}},{"id":"77e3db9a-d70b-4551-a67c-8fea441b672f","block_type":"box","text":"A decrease in the production of a physical commodity or a decrease in the volume of such commodity available for","page_number":22,"box":{"x":59,"y":316,"width":805,"height":12}},{"id":"e23f1708-f831-4699-a9e5-1ecf99649ebb","block_type":"box","text":"transportation, mining, processing, storage or distribution may adversely impact the financial performance of a commodity","page_number":22,"box":{"x":59,"y":331,"width":863,"height":13}},{"id":"4d2e4012-28b2-43cb-a979-ec122a2e0828","block_type":"box","text":"or commodity-related company that devotes a portion of its business to that commodity. Production declines and volume","page_number":22,"box":{"x":59,"y":346,"width":854,"height":13}},{"id":"cee86e02-56cc-4ec7-abbd-fbf24b5cadba","block_type":"box","text":"decreases could be caused by various factors, including catastrophic events affecting production, depletion of resources,","page_number":22,"box":{"x":59,"y":361,"width":844,"height":13}},{"id":"784670fd-dd96-4eec-8ba4-feb7ba3ca554","block_type":"box","text":"labor difficulties, environmental proceedings, increased regulations, equipment failures and unexpected maintenance","page_number":22,"box":{"x":60,"y":377,"width":820,"height":12}},{"id":"5c8f8b11-69a0-4fce-a3ee-4e6d79e7f5a6","block_type":"box","text":"problems, import supply disruption, governmental expropriation, political upheaval or conflicts or increased competition","page_number":22,"box":{"x":59,"y":392,"width":842,"height":12}},{"id":"790d9e45-f575-4818-b99c-32922a1c568d","block_type":"box","text":"from alternative energy sources or commodity prices. Agricultural commodities may be adversely affected by weather or","page_number":22,"box":{"x":59,"y":407,"width":845,"height":12}},{"id":"1a6c397f-057b-4f0c-8bed-4066460dfac2","block_type":"box","text":"other natural phenomena, such as drought, floods and pests.","page_number":22,"box":{"x":59,"y":422,"width":428,"height":12}},{"id":"7d41727f-9a94-485c-84ef-29f0c7ca515e","block_type":"box","text":"A sustained decline in demand for such commodities could also adversely affect the financial performance of commodity","page_number":22,"box":{"x":59,"y":448,"width":855,"height":13}},{"id":"bffde614-aea2-4420-9059-9d0bb0a98c5d","block_type":"box","text":"related companies. Factors that could lead to a decline in demand include economic recession or other adverse economic","page_number":22,"box":{"x":60,"y":463,"width":851,"height":13}},{"id":"25c33d71-b90c-4d49-bd20-a775e17730d0","block_type":"box","text":"conditions, higher taxes on commodities or increased governmental regulations, increases in fuel economy, consumer shifts","page_number":22,"box":{"x":59,"y":479,"width":869,"height":12}},{"id":"0d539fe4-f572-41ca-8d59-2abf062419a8","block_type":"box","text":"to the use of alternative commodities or fuel sources, changes in commodity prices, or weather.","page_number":22,"box":{"x":59,"y":494,"width":670,"height":12}},{"id":"1a2af5be-6758-4384-b04e-bcddb71f6390","block_type":"box","text":"The commodity markets are subject to temporary distortions and other disruptions due to, among other factors, lack of","page_number":22,"box":{"x":59,"y":520,"width":840,"height":12}},{"id":"8ccde015-db7f-4f67-aa87-6354a1755900","block_type":"box","text":"liquidity, the participation of speculators, and government regulation and other actions. U.S. futures exchanges and some","page_number":22,"box":{"x":60,"y":535,"width":847,"height":13}},{"id":"a623f328-17a7-438f-80a4-79ed1c8213d5","block_type":"box","text":"foreign exchanges limit the amount of fluctuation in futures contract prices which may occur in a single business day","page_number":22,"box":{"x":59,"y":550,"width":822,"height":13}},{"id":"54636212-3cbf-4dd1-ac8a-b6713d4a8249","block_type":"box","text":"(generally referred to as “daily price fluctuation limits”). The maximum or minimum price of a contract as a result of these","page_number":22,"box":{"x":60,"y":566,"width":852,"height":12}},{"id":"2c785846-0659-49bc-a32f-6260606d0066","block_type":"box","text":"limits is referred to as a “limit price.” If the limit price has been reached in a particular contract, no trades may be made","page_number":22,"box":{"x":60,"y":581,"width":830,"height":12}},{"id":"98d17e2a-ff89-4c94-b67c-ffb3bf3ff526","block_type":"box","text":"beyond the limit price. Limit prices have the effect of precluding trading in a particular contract or forcing the liquidation of","page_number":22,"box":{"x":60,"y":596,"width":859,"height":12}},{"id":"c4cea3cd-4f58-4ee0-87ae-daedc5001e65","block_type":"box","text":"contracts at disadvantageous times or prices.","page_number":22,"box":{"x":59,"y":611,"width":317,"height":12}},{"id":"e5adaf53-c369-48f3-bfa6-0b44ff86be29","block_type":"box","text":"Commodity Forward Risk.","page_number":22,"box":{"x":59,"y":637,"width":185,"height":13}},{"id":"bb6ff9b8-35f6-461f-a73b-0628963da0dd","block_type":"box","text":"A commodity forward is a customized, non-standardized agreement that obligates one party to","page_number":22,"box":{"x":253,"y":637,"width":668,"height":13}},{"id":"1e247128-a108-4742-8dba-a78dc13f99ed","block_type":"box","text":"buy, and the other party to sell, a specific quantity of an underlying commodity for an agreed-upon price at a future date,","page_number":22,"box":{"x":60,"y":652,"width":846,"height":13}},{"id":"7bea01e5-e91d-4b5d-b825-433dda432690","block_type":"box","text":"usually for physical delivery. Commodity forwards that are settled by a cash payment at maturity are referred to as “non","page_number":22,"box":{"x":60,"y":668,"width":840,"height":12}},{"id":"5cf4044e-0e44-4b56-9a88-10a46bb99f15","block_type":"box","text":"deliverable forwards.” Because commodity forwards do not trade on a centralized exchange, they are subject to a higher","page_number":22,"box":{"x":59,"y":683,"width":841,"height":12}},{"id":"61a69120-30a8-4bbd-bdef-179ab374a9d8","block_type":"box","text":"degree of default risk and, depending upon the underlying commodity, may be less liquid than futures contracts on the same","page_number":22,"box":{"x":59,"y":698,"width":875,"height":12}},{"id":"fb07d587-3046-4ff5-990d-48286b4e8ee4","block_type":"box","text":"referenced commodity. In addition, use of commodity forwards creates risk for the Fund because the contracts require the","page_number":22,"box":{"x":60,"y":713,"width":855,"height":12}},{"id":"248bc4c6-4350-49b7-9660-1d8d79c34b40","block_type":"box","text":"Fund to take or make delivery of a physical commodity, which involves additional cost as well as delivery risk. Unless the Fund","page_number":22,"box":{"x":60,"y":728,"width":878,"height":12}},{"id":"e5ab344f-78a5-4d81-b64e-ec5645a7ffa6","block_type":"box","text":"were to close out a contract prior to maturity, any failure of the Fund to comply with the contract delivery obligations at","page_number":22,"box":{"x":59,"y":743,"width":837,"height":12}},{"id":"ad024600-b884-4629-b1cd-e90703b29ef7","block_type":"box","text":"maturity would cause the Fund to default, which could have adverse collateral consequences for investors.","page_number":22,"box":{"x":60,"y":758,"width":745,"height":13}},{"id":"fdb6284d-8e1d-4337-b164-0542acdde3e6","block_type":"box","text":"Commodity-Linked Derivatives Risk.","page_number":22,"box":{"x":59,"y":785,"width":260,"height":12}},{"id":"27021144-a6fa-4a3a-8ed2-3d25e9509681","block_type":"box","text":"The value of a commodity-linked derivative instrument typically is based upon the","page_number":22,"box":{"x":328,"y":785,"width":574,"height":12}},{"id":"ba1a7b14-ec3d-47d4-b5d4-8647ca2ab582","block_type":"box","text":"price movements of a commodity or an economic variable linked to such price movements. Therefore, the value of","page_number":22,"box":{"x":59,"y":800,"width":804,"height":12}},{"id":"d56f05e5-a171-46f0-85f1-f9b27c19eeaa","block_type":"box","text":"commodity-linked derivative instruments may be affected by changes in overall economic conditions, in interest rates, or","page_number":22,"box":{"x":59,"y":815,"width":846,"height":12}},{"id":"46326122-0e46-4daa-86a1-621f5644878f","block_type":"box","text":"factors affecting a particular commodity or industry, such as production, disease, climate conditions, supply or demand,","page_number":22,"box":{"x":59,"y":830,"width":839,"height":12}},{"id":"0f573d66-1dac-45e9-9f3a-3bc9c0f79bb7","block_type":"box","text":"politics, geopolitics, changes in international balance of payments and trade, currency devaluations and revaluations, market","page_number":22,"box":{"x":59,"y":845,"width":873,"height":13}},{"id":"81d6098a-07ce-44a6-a753-16718e5a46ec","block_type":"box","text":"liquidity, and economic and regulatory developments. The prices of commodity-related investments may fluctuate quickly","page_number":22,"box":{"x":60,"y":860,"width":854,"height":13}},{"id":"87b597d2-faa5-4c10-b55c-67dc2cb3a9a5","block_type":"box","text":"and dramatically and may or may not correlate to price movements in other asset classes, such as stocks, bonds and cash. A","page_number":22,"box":{"x":59,"y":875,"width":873,"height":13}},{"id":"807e6e04-dcd4-4654-ab97-cd912cbeb2eb","block_type":"box","text":"9","page_number":22,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"7818fa94-6e74-4410-8d70-5228dc2273c3","block_type":"box","text":"highly liquid secondary market may not exist for certain commodity-linked derivatives, and there can be no assurance that","page_number":23,"box":{"x":60,"y":67,"width":857,"height":12}},{"id":"88c5cdb0-0414-471d-931c-b307fff4ca21","block_type":"box","text":"one will develop. Commodity derivatives are subject to the risk that the counterparty to the transaction may default or","page_number":23,"box":{"x":59,"y":82,"width":827,"height":12}},{"id":"5efed1c9-6ad0-4fb4-8ca2-84b571b18c2d","block_type":"box","text":"otherwise fail to perform. The Fund’s use of commodity-linked derivatives can result in large amounts of financial leverage.","page_number":23,"box":{"x":59,"y":97,"width":860,"height":12}},{"id":"8698b852-c4ca-4fd0-bf6a-f423172448a0","block_type":"box","text":"Although the Fund will not borrow money in order to increase the amount of its trading, the low margin deposits normally","page_number":23,"box":{"x":59,"y":112,"width":858,"height":12}},{"id":"6dc5d4fe-437c-4bdf-a015-96729530c6bd","block_type":"box","text":"required in futures trading permit a high degree of leverage on the investment itself. Accordingly, a relatively small price","page_number":23,"box":{"x":60,"y":127,"width":834,"height":12}},{"id":"7f757a66-f791-471c-a332-5e52ba7c553e","block_type":"box","text":"movement in a futures contract may result in immediate and substantial losses to the Fund. Like other leveraged","page_number":23,"box":{"x":60,"y":142,"width":786,"height":13}},{"id":"d0bf85a9-da7b-4f34-9c28-7cf5fe21ce02","block_type":"box","text":"investments, any trade may result in losses in excess of the amount invested. These factors and events could have a","page_number":23,"box":{"x":60,"y":157,"width":808,"height":13}},{"id":"6d1f257f-76d3-4943-8044-d1f201cd764b","block_type":"box","text":"significant negative impact on the Fund.","page_number":23,"box":{"x":59,"y":172,"width":281,"height":13}},{"id":"3723dfbb-2c5b-418e-bddf-4c05114cc4fc","block_type":"box","text":"Currency Risk.","page_number":23,"box":{"x":59,"y":199,"width":104,"height":12}},{"id":"08e509cd-d99a-465a-9b22-647b31bf89f4","block_type":"box","text":"Because a Fund’s NAV is determined on the basis of the U.S. dollar, investors may lose money if the currency","page_number":23,"box":{"x":173,"y":199,"width":757,"height":12}},{"id":"3fa363b1-35f2-4cbd-9fba-0a36ab473d80","block_type":"box","text":"of a non-U.S. market in which a Fund invests depreciates against the U.S. dollar, even if the local currency value of the Fund’s","page_number":23,"box":{"x":59,"y":214,"width":873,"height":12}},{"id":"6f042bc4-be7d-4920-bb91-e3617cf9c667","block_type":"box","text":"holdings in that market increases. Generally, when the U.S. dollar rises in value against a foreign currency, a security","page_number":23,"box":{"x":60,"y":229,"width":808,"height":12}},{"id":"3b71d23a-f4f2-4725-8ce9-1a202bc5a224","block_type":"box","text":"denominated in that currency loses value because the currency is worth fewer U.S. dollars. Conversely, when the U.S. dollar","page_number":23,"box":{"x":59,"y":244,"width":861,"height":13}},{"id":"9a329414-3674-4db9-b7a4-3ede2e43f764","block_type":"box","text":"decreases in value against a foreign currency, a security denominated in that currency gains value because the currency is","page_number":23,"box":{"x":59,"y":259,"width":853,"height":13}},{"id":"5030d1db-fa56-4af2-adc2-bfc72345aded","block_type":"box","text":"worth more U.S. dollars. This risk, generally known as “currency risk,” means that a strong U.S. dollar will reduce returns for","page_number":23,"box":{"x":59,"y":274,"width":864,"height":13}},{"id":"55257e70-c274-4251-a9e8-52de22785853","block_type":"box","text":"U.S. investors, while a weak U.S. dollar will increase those returns.","page_number":23,"box":{"x":60,"y":290,"width":457,"height":11}},{"id":"a4c180cf-0035-4cef-9452-ff2aa2c245d1","block_type":"box","text":"Foreign exchange transactions involve a significant degree of risk and the markets in which foreign exchange transactions are","page_number":23,"box":{"x":60,"y":316,"width":878,"height":12}},{"id":"b2e5ae40-14d3-494f-9034-36daa13f2c52","block_type":"box","text":"effected are highly volatile, highly specialized and highly technical. Significant changes, including changes in liquidity and","page_number":23,"box":{"x":59,"y":331,"width":847,"height":13}},{"id":"b7aee056-7a37-4282-8a47-1ef6cec1f21c","block_type":"box","text":"prices, can occur in such markets within very short periods of time, often within minutes. If BFA utilizes foreign exchange","page_number":23,"box":{"x":59,"y":346,"width":846,"height":13}},{"id":"dea38a68-4a99-47ee-a848-e890022a4cd1","block_type":"box","text":"transactions at an inappropriate time or judges market conditions, trends or correlations incorrectly, foreign exchange","page_number":23,"box":{"x":59,"y":361,"width":825,"height":13}},{"id":"928f537f-01dc-40a0-beab-a2a8a2e45ee3","block_type":"box","text":"transactions may not serve their intended purpose of improving a Fund’s performance and may lower a Fund’s return. A","page_number":23,"box":{"x":59,"y":377,"width":842,"height":12}},{"id":"ec8352f8-4a7b-4845-9c21-532400cc1f72","block_type":"box","text":"Fund could experience losses if the value of its currency positions are poorly correlated with its other investments or if it","page_number":23,"box":{"x":60,"y":392,"width":839,"height":12}},{"id":"95d3948e-505a-4149-8122-74e26f45b0e5","block_type":"box","text":"cannot close out its positions because of an illiquid market. In addition, a Fund could incur transaction costs, including","page_number":23,"box":{"x":59,"y":407,"width":830,"height":12}},{"id":"a73ba029-0fc7-48d8-b92a-f20017e70fb8","block_type":"box","text":"trading commissions, in connection with certain non-U.S. currency transactions.","page_number":23,"box":{"x":59,"y":422,"width":563,"height":12}},{"id":"ffd9a6c8-1536-4ed3-844d-4d5c664f8e3b","block_type":"box","text":"Illiquid Investments Risk.","page_number":23,"box":{"x":60,"y":448,"width":178,"height":13}},{"id":"6cc3850d-2a80-464d-a2a2-dafc3801ce5b","block_type":"box","text":"A Fund may not acquire any illiquid investment if, immediately after the acquisition, the Fund","page_number":23,"box":{"x":247,"y":448,"width":651,"height":13}},{"id":"fea63c84-5aac-4dfa-bee6-13b0212179eb","block_type":"box","text":"would have invested more than 15% of its net assets in illiquid investments. An illiquid investment is any investment that a","page_number":23,"box":{"x":59,"y":463,"width":856,"height":13}},{"id":"0d72b216-3e08-4b5a-9f60-0327e18402af","block_type":"box","text":"Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without","page_number":23,"box":{"x":60,"y":479,"width":859,"height":12}},{"id":"300e70c3-946b-43a1-ab05-55699b5b1b48","block_type":"box","text":"significantly changing the market value of the investment. The liquidity of an investment will be determined based on","page_number":23,"box":{"x":59,"y":494,"width":820,"height":12}},{"id":"7638521f-a848-4fb8-b84c-9513af487eea","block_type":"box","text":"relevant market, trading and investment specific considerations as set out in the Liquidity Program as required by the","page_number":23,"box":{"x":60,"y":509,"width":817,"height":12}},{"id":"027ef99c-154e-4ac9-9b00-761a8d3850de","block_type":"box","text":"Liquidity Rule. Illiquid investments may trade at a discount to comparable, more liquid investments and a Fund may not be","page_number":23,"box":{"x":60,"y":524,"width":856,"height":12}},{"id":"3b2f265c-8e97-408b-a392-51dbad5838ae","block_type":"box","text":"able to dispose of illiquid investments in a timely fashion or at their expected prices. If illiquid investments exceed 15% of a","page_number":23,"box":{"x":59,"y":539,"width":858,"height":12}},{"id":"2ebb419e-0664-481b-a7bd-e5cd3ebc0f2f","block_type":"box","text":"Fund’s net assets, the Liquidity Rule and the Liquidity Program will require that certain remedial actions be taken.","page_number":23,"box":{"x":60,"y":554,"width":790,"height":13}},{"id":"37f9205f-94e2-4e6a-a218-effe5b597718","block_type":"box","text":"Infectious Illness Risk.","page_number":23,"box":{"x":60,"y":581,"width":158,"height":9}},{"id":"326b0f88-3c3d-4560-ac1b-9d4ebe7b57e8","block_type":"box","text":"A widespread outbreak of an infectious illness, such as the COVID-19 pandemic, may adversely affect","page_number":23,"box":{"x":227,"y":581,"width":708,"height":12}},{"id":"b9f5cdce-e395-4081-8258-f8891970e6c2","block_type":"box","text":"the economies of many nations and the global economy and may impact individual issuers and capital markets in ways that","page_number":23,"box":{"x":59,"y":596,"width":868,"height":12}},{"id":"5bd03474-1850-4f0e-a8f0-6b0bc2fb5dec","block_type":"box","text":"cannot be foreseen. An infectious illness outbreak may result in travel restrictions, closed international borders, disruption of","page_number":23,"box":{"x":59,"y":611,"width":872,"height":12}},{"id":"5cecd277-18ec-4077-9167-edc386d341b8","block_type":"box","text":"healthcare services, prolonged quarantines, cancellations, supply chain disruptions, temporary and permanent business","page_number":23,"box":{"x":60,"y":626,"width":838,"height":12}},{"id":"fee4e07c-2356-431d-8cd8-9ecea939e8d0","block_type":"box","text":"closures, lower consumer demand, layoffs, ratings downgrades, credit defaults and other significant economic, social and","page_number":23,"box":{"x":59,"y":641,"width":851,"height":12}},{"id":"23900602-a04c-4546-b08e-5bcf6e920073","block_type":"box","text":"political impacts, as well as general concern and uncertainty. An outbreak may exacerbate other pre-existing political, social","page_number":23,"box":{"x":59,"y":656,"width":865,"height":13}},{"id":"f567400d-09dd-4819-b676-d5a47a78c449","block_type":"box","text":"and economic risks in certain countries or globally. These impacts, which could adversely affect a Fund and its investments,","page_number":23,"box":{"x":59,"y":671,"width":864,"height":13}},{"id":"ff311512-5975-4a3e-b473-97f87600d9ea","block_type":"box","text":"could be present for an extended period of time.","page_number":23,"box":{"x":59,"y":686,"width":337,"height":13}},{"id":"25625568-f3cc-4812-9c94-14682fc81222","block_type":"box","text":"In addition, markets may experience temporary closures, extreme volatility, severe losses, reduced liquidity and increased","page_number":23,"box":{"x":60,"y":713,"width":845,"height":12}},{"id":"e9ab56d0-dcdf-42b1-babb-14f3c628f4b5","block_type":"box","text":"trading costs. Such events may adversely affect a Fund and its investments and may impact a Fund’s ability to purchase or","page_number":23,"box":{"x":59,"y":728,"width":856,"height":12}},{"id":"66858427-5e22-4e47-964f-414dd556bebf","block_type":"box","text":"sell securities or other assets. Market or economic disruptions could cause elevated tracking error and increased premiums","page_number":23,"box":{"x":59,"y":743,"width":861,"height":12}},{"id":"655a54a6-1c02-4de7-b845-e16187e04676","block_type":"box","text":"or discounts to a Fund’s NAV. Additionally, a Fund could be adversely impacted if an outbreak impairs the operations of its","page_number":23,"box":{"x":59,"y":758,"width":854,"height":13}},{"id":"02afa921-5e29-4f74-8059-9a9a7e508037","block_type":"box","text":"service providers, including BFA. Governmental and quasi-governmental may respond to an outbreak and any resulting","page_number":23,"box":{"x":59,"y":773,"width":832,"height":13}},{"id":"f8f36084-5f38-41de-84c4-7134bb602716","block_type":"box","text":"disruptions with a variety of fiscal and monetary policy changes, such as changes in interest rates. A reversal of these","page_number":23,"box":{"x":59,"y":788,"width":820,"height":13}},{"id":"e1a4a027-5055-46f4-9170-c0b4e938f5c1","block_type":"box","text":"policies, or the ineffectiveness of such policies, is likely to increase market volatility, which could adversely affect a Fund’s","page_number":23,"box":{"x":59,"y":804,"width":846,"height":12}},{"id":"e177f6a9-a4e4-41df-8bb8-dac26de51e0a","block_type":"box","text":"investments.","page_number":23,"box":{"x":60,"y":820,"width":87,"height":8}},{"id":"aec3cf55-c123-411c-bad0-bb7050dc851f","block_type":"box","text":"Money Market Instruments Risk.","page_number":23,"box":{"x":59,"y":845,"width":235,"height":13}},{"id":"c560d4c8-54aa-44de-ac38-5c0b23c3beaa","block_type":"box","text":"The value of money market instruments may be affected by changes in interest rates or in","page_number":23,"box":{"x":302,"y":845,"width":629,"height":13}},{"id":"3fa6abf1-1c9e-4b34-90be-3dfc6a2824ab","block_type":"box","text":"the credit ratings of the investments, among other things. If a significant amount of a Fund’s assets is invested in money","page_number":23,"box":{"x":59,"y":860,"width":843,"height":13}},{"id":"b3ea7902-19ff-414a-8bf5-40512d669f2e","block_type":"box","text":"market instruments, it may be more difficult for the Fund to achieve its investment objective. An investment in a money","page_number":23,"box":{"x":60,"y":875,"width":835,"height":13}},{"id":"715761ae-17d0-4745-8b47-8bd8000e3346","block_type":"box","text":"10","page_number":23,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"24ae956a-4873-48d9-804b-33479cd436d0","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":24,"box":{"x":60,"y":67,"width":873,"height":12}},{"id":"e0f0736d-9a7b-4617-abd6-db852e1448cb","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":24,"box":{"x":59,"y":82,"width":880,"height":12}},{"id":"ae5861eb-9afa-4bb1-aeb8-ef5fee6760c5","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":24,"box":{"x":59,"y":97,"width":708,"height":12}},{"id":"5ef67fb5-14d5-4f09-a9a0-9db61f996c1e","block_type":"box","text":"Non-U.S. Issuers Risk.","page_number":24,"box":{"x":60,"y":123,"width":156,"height":10}},{"id":"622ba1e5-75a7-4585-b976-c0ea40e1d355","block_type":"box","text":"Securities issued by non-U.S. issuers have different risks from securities issued by U.S. issuers. These","page_number":24,"box":{"x":225,"y":123,"width":701,"height":13}},{"id":"7d3e0a6f-521a-4e90-88d1-3ac5f6e175aa","block_type":"box","text":"risks include differences in accounting, auditing and financial reporting standards, the possibility of expropriation or","page_number":24,"box":{"x":60,"y":138,"width":810,"height":13}},{"id":"68d6800a-3745-4d43-affe-ce12a664fa1a","block_type":"box","text":"confiscatory taxation, adverse changes in investment or exchange control regulations, political instability which could affect","page_number":24,"box":{"x":59,"y":154,"width":868,"height":12}},{"id":"30af10f8-523d-495f-b4f8-de677c5ec687","block_type":"box","text":"U.S. investments in non-U.S. countries, uncertainties of transnational litigation, and potential restrictions on the flow of","page_number":24,"box":{"x":60,"y":169,"width":833,"height":12}},{"id":"da491845-d186-4252-80f6-0da2b3bd091c","block_type":"box","text":"international capital, including the possible seizure or nationalization of the securities issued by non-U.S. issuers held by the","page_number":24,"box":{"x":60,"y":184,"width":862,"height":12}},{"id":"63dc98f3-5cba-45c8-bea5-26b8032dd2bf","block_type":"box","text":"Fund. Non-U.S. issuers may be subject to less governmental regulation than U.S. issuers. Moreover, individual non-U.S.","page_number":24,"box":{"x":60,"y":199,"width":827,"height":12}},{"id":"37774070-de7c-4552-9335-a19e7af666c5","block_type":"box","text":"economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product,","page_number":24,"box":{"x":59,"y":214,"width":873,"height":12}},{"id":"7e856d75-556c-4925-9a1a-5d155f94b253","block_type":"box","text":"rate of inflation, capital reinvestment, resource self-sufficiency and balance of payment positions. Unfavorable political,","page_number":24,"box":{"x":60,"y":229,"width":829,"height":12}},{"id":"de10824e-1f85-4ed6-b69d-c8e5c7397bfb","block_type":"box","text":"economic or governmental developments in non-U.S. countries could affect the payment of a security’s principal and","page_number":24,"box":{"x":59,"y":244,"width":819,"height":13}},{"id":"985565fa-44ed-4eed-9772-91dddf9d7b87","block_type":"box","text":"interest. Securities issued by non-U.S. issuers may also be less liquid than, and more difficult to value than, securities of U.S.","page_number":24,"box":{"x":60,"y":259,"width":862,"height":13}},{"id":"0ed0c37e-f27c-4402-969d-1dac1ab00730","block_type":"box","text":"issuers. In addition, the value of these securities may fluctuate due to changes in the exchange rate of the issuer’s local","page_number":24,"box":{"x":60,"y":274,"width":830,"height":13}},{"id":"de3aa6b8-54b3-4cb2-840a-438884ff2cf8","block_type":"box","text":"currency against the U.S. dollar.","page_number":24,"box":{"x":59,"y":290,"width":220,"height":12}},{"id":"c68b4d84-a04b-4f87-8302-2d69239c04cd","block_type":"box","text":"Operational and Technology Risks.","page_number":24,"box":{"x":59,"y":316,"width":251,"height":12}},{"id":"10d1ebe3-3bd0-42fc-b88d-36f3a48a6d6b","block_type":"box","text":"A Fund and the entities with which it interacts directly or indirectly are susceptible to","page_number":24,"box":{"x":318,"y":316,"width":594,"height":12}},{"id":"b06ae05b-3a00-48a6-a8ad-ffcc0dfa9fdf","block_type":"box","text":"operational and technology risks, including those related to human errors, processing errors, communication errors, systems","page_number":24,"box":{"x":59,"y":331,"width":875,"height":13}},{"id":"2b6de438-b7fc-4e55-a9d0-f4dc1e85d682","block_type":"box","text":"failures, cybersecurity incidents, and the use of artificial intelligence and machine learning (“AI”), which may result in losses","page_number":24,"box":{"x":59,"y":346,"width":864,"height":13}},{"id":"99888ae1-b0e9-472f-94d9-3746f05ed1bd","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":24,"box":{"x":59,"y":361,"width":839,"height":13}},{"id":"1894dc42-eaf5-434f-855e-df2fa5e2c866","block_type":"box","text":"adviser, administrator, distributor, other service providers (e.g., index and benchmark providers, accountants, custodians, and","page_number":24,"box":{"x":59,"y":377,"width":876,"height":12}},{"id":"c4741767-cf60-4173-9321-9e14f6cd833a","block_type":"box","text":"transfer agents), financial intermediaries, counterparties, market makers, Authorized Participants, listing exchanges, other","page_number":24,"box":{"x":59,"y":392,"width":853,"height":12}},{"id":"214577c8-f8bd-44c5-9f3d-d7fc94cf5dbd","block_type":"box","text":"financial market operators, and governmental authorities. Operational and technology risks for the issuers in which a Fund","page_number":24,"box":{"x":59,"y":407,"width":859,"height":12}},{"id":"2da1025d-a0e0-4137-aa36-66b45dd032b2","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":24,"box":{"x":60,"y":422,"width":852,"height":12}},{"id":"4bd74ffa-69c3-4c2a-ad97-8c1bd21637d5","block_type":"box","text":"issuers to lose value. A Fund may incur substantial costs in order to mitigate operational and technology risks.","page_number":24,"box":{"x":60,"y":437,"width":770,"height":12}},{"id":"b971c881-6c69-4ccd-a8c8-43d01c44e8cb","block_type":"box","text":"Cybersecurity incidents can result from deliberate attacks or unintentional events against an issuer in which a Fund invests,","page_number":24,"box":{"x":59,"y":463,"width":863,"height":13}},{"id":"559fd4e1-4b72-48fe-8538-4a5023c51774","block_type":"box","text":"the Fund or any of its service providers. They include, but are not limited to, gaining unauthorized access to systems,","page_number":24,"box":{"x":59,"y":479,"width":815,"height":12}},{"id":"639fa858-23ab-49c3-b627-467d3070967e","block_type":"box","text":"misappropriating assets or sensitive information, corrupting or destroying data, and causing operational disruption.","page_number":24,"box":{"x":60,"y":494,"width":807,"height":12}},{"id":"8f6eca6d-bc8a-42cd-bd5c-23c21c87b10c","block_type":"box","text":"Geopolitical tension may increase the scale and sophistication of deliberate attacks, particularly those from nation states or","page_number":24,"box":{"x":59,"y":509,"width":863,"height":12}},{"id":"2d230f79-2003-49c8-8e63-282ebed9822a","block_type":"box","text":"from entities with nation state backing. Cybersecurity incidents may result in any of the following: financial losses;","page_number":24,"box":{"x":59,"y":524,"width":798,"height":12}},{"id":"152c380b-b933-4ab9-8ca4-b3ba04159883","block_type":"box","text":"interference with a Fund’s ability to calculate its NAV; disclosure of confidential information; impediments to trading;","page_number":24,"box":{"x":60,"y":539,"width":815,"height":12}},{"id":"6159be86-e478-4453-b3d0-e762712b543b","block_type":"box","text":"submission of erroneous trades by a Fund or erroneous subscription or redemption orders; the inability of a Fund or its","page_number":24,"box":{"x":59,"y":554,"width":831,"height":13}},{"id":"9fd548a1-bdf7-4655-99ff-c2e77baa8ac8","block_type":"box","text":"service providers to transact business; violations of applicable privacy and other laws; regulatory fines; penalties; reputational","page_number":24,"box":{"x":59,"y":569,"width":874,"height":13}},{"id":"0133b392-ead7-4a1a-938d-b5247ab82134","block_type":"box","text":"damage; reimbursement or other compensation costs; and other legal and compliance expenses. Furthermore, cybersecurity","page_number":24,"box":{"x":59,"y":584,"width":876,"height":13}},{"id":"d19d4f58-f809-4fa7-8f42-ad111c3be324","block_type":"box","text":"incidents may render records of a Fund, including records relating to its assets and transactions, shareholder ownership of","page_number":24,"box":{"x":60,"y":600,"width":857,"height":12}},{"id":"854dd30e-ed38-453f-b392-2bc88e51f49e","block_type":"box","text":"Fund shares, and other data integral to a Fund’s functioning, inaccessible, inaccurate or incomplete. Power outages, natural","page_number":24,"box":{"x":60,"y":615,"width":863,"height":12}},{"id":"e990301a-a8a7-475e-9849-105a21d01a3e","block_type":"box","text":"disasters, equipment malfunctions and processing errors that threaten information and technology systems relied upon by a","page_number":24,"box":{"x":59,"y":630,"width":872,"height":12}},{"id":"4452289c-719f-4073-a11f-ecf12a9778d1","block_type":"box","text":"Fund or its service providers, as well as market events that occur at a pace that overloads these systems, may also disrupt","page_number":24,"box":{"x":60,"y":645,"width":849,"height":12}},{"id":"e71df87c-7063-48ee-8ca7-607c31577ef9","block_type":"box","text":"business operations or impact critical data. In addition, the risks of increased use of AI technologies, such as machine","page_number":24,"box":{"x":60,"y":660,"width":821,"height":12}},{"id":"541930f1-992f-4c51-8308-ebcb8a6dad70","block_type":"box","text":"learning, include data risk, transparency risk, and operational risk. The AI technologies, which are generally highly reliant on","page_number":24,"box":{"x":60,"y":675,"width":863,"height":12}},{"id":"29f782b0-cb68-44b8-9278-c6fb0b3477e2","block_type":"box","text":"the collection and analysis of large amounts of data, may incorporate biased or inaccurate data, and it is not possible or","page_number":24,"box":{"x":59,"y":690,"width":838,"height":13}},{"id":"02c2bc3d-4177-4031-bd78-2d4a1a3c64d5","block_type":"box","text":"practicable to incorporate all relevant data into such technologies. The output or results of any such AI technologies may","page_number":24,"box":{"x":59,"y":705,"width":847,"height":13}},{"id":"8b302291-c7cc-4963-9215-d2219b1fd4e9","block_type":"box","text":"therefore be incomplete, erroneous, distorted or misleading. Further, AI tools may lack transparency as to how data is utilized","page_number":24,"box":{"x":59,"y":720,"width":875,"height":13}},{"id":"9b852cdc-2fe5-4dd3-ba55-9f8e2515b547","block_type":"box","text":"and how outputs are generated. AI technologies may also allow the unintended introduction of vulnerabilities into","page_number":24,"box":{"x":59,"y":736,"width":798,"height":12}},{"id":"a43c4cc4-863b-4f20-94de-7829a27af952","block_type":"box","text":"infrastructures and applications. A Fund and its shareholders could be negatively impacted as a result of these risks","page_number":24,"box":{"x":60,"y":751,"width":807,"height":12}},{"id":"d0aaebda-1d1b-48b2-b25a-9548f3f749bd","block_type":"box","text":"associated with AI technologies. AI technologies and their current and potential future applications, and the regulatory","page_number":24,"box":{"x":59,"y":766,"width":832,"height":12}},{"id":"40833881-951d-4490-9bc3-a6a6b0510136","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":59,"y":781,"width":877,"height":12}},{"id":"21ca5adb-2d2d-48ac-a97b-6b1f5733e99d","block_type":"box","text":"capabilities or rules and the associated risks to a Fund.","page_number":24,"box":{"x":59,"y":796,"width":381,"height":12}},{"id":"841eb0ff-ea15-47fb-899e-e12d6ba50cc8","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":59,"y":823,"width":846,"height":12}},{"id":"692548ed-3404-4a73-9acd-6d862d49938a","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":60,"y":838,"width":872,"height":12}},{"id":"cadd3051-fb7b-4cdc-bd34-586e518abed6","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":59,"y":853,"width":853,"height":12}},{"id":"9a08f52f-6bf9-4499-95d7-1c0db23df2d2","block_type":"box","text":"reduce these risks through controls, procedures and oversight, including establishing business continuity plans and risk","page_number":24,"box":{"x":60,"y":868,"width":836,"height":12}},{"id":"c4cc5c0a-ecd8-42f5-ba0a-25f07866a61a","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":60,"y":883,"width":828,"height":12}},{"id":"dfb4618d-4b45-4925-b315-ff36fdd89c17","block_type":"box","text":"11","page_number":24,"box":{"x":492,"y":916,"width":12,"height":9}},{"id":"1261c986-e86c-49e9-9e92-ead0c80998fd","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":25,"box":{"x":59,"y":67,"width":862,"height":12}},{"id":"c3752352-50c9-44c1-82c1-13b7417c1cde","block_type":"box","text":"not completely eliminate the occurrence or mitigate the effects of operational or information security disruptions or failures","page_number":25,"box":{"x":60,"y":82,"width":864,"height":12}},{"id":"307f76db-1f68-4eae-bd72-c2c1b6a0a667","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":25,"box":{"x":59,"y":97,"width":824,"height":12}},{"id":"b8d2d101-20ba-4585-b1b1-ede0dbdbf6ad","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":25,"box":{"x":60,"y":112,"width":868,"height":12}},{"id":"7567e81a-1e07-4145-8fca-d8fc421d4216","block_type":"box","text":"or its service providers, counterparties, and other third parties whose activities affect the Fund.","page_number":25,"box":{"x":59,"y":127,"width":661,"height":12}},{"id":"112cb54a-b563-41dc-b621-ccfda3db14e8","block_type":"box","text":"Lastly, the regulatory climate governing cybersecurity and data protection is developing quickly and may vary considerably","page_number":25,"box":{"x":60,"y":154,"width":858,"height":12}},{"id":"4ab6406e-5c39-4097-963e-019a8cbd8a95","block_type":"box","text":"across jurisdictions. Regulators continue to develop new rules and standards related to cybersecurity and data protection.","page_number":25,"box":{"x":59,"y":169,"width":852,"height":12}},{"id":"c13ef932-6f5d-47de-beb4-102eae797e45","block_type":"box","text":"Compliance with evolving regulations can be demanding and costly, requiring substantial resources to monitor and","page_number":25,"box":{"x":59,"y":184,"width":807,"height":12}},{"id":"c503404f-4632-462f-bf46-785e34729cab","block_type":"box","text":"implement required changes.","page_number":25,"box":{"x":60,"y":199,"width":203,"height":12}},{"id":"6e5e865d-ed8f-41c0-bcc5-d428659c9202","block_type":"box","text":"Reference Rate Replacement Risk.","page_number":25,"box":{"x":60,"y":225,"width":244,"height":13}},{"id":"faa5732f-bbe1-41f4-ad74-26414269c89e","block_type":"box","text":"The Fund may be exposed to financial instruments that recently transitioned from, or","page_number":25,"box":{"x":312,"y":225,"width":598,"height":13}},{"id":"35a9347d-b25a-4b94-81a0-be6665db2c42","block_type":"box","text":"continue to be tied to, the London Interbank Offered Rate (“LIBOR”) to determine payment obligations, financing terms,","page_number":25,"box":{"x":59,"y":240,"width":839,"height":13}},{"id":"2121312b-d590-4e7f-ba29-e2f34d1770b9","block_type":"box","text":"hedging strategies or investment value. The United Kingdom’s Financial Conduct Authority (“FCA”), which regulates LIBOR,","page_number":25,"box":{"x":60,"y":256,"width":863,"height":12}},{"id":"211a803e-4e9b-4882-adb8-018f6c61c72a","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":25,"box":{"x":60,"y":271,"width":835,"height":12}},{"id":"03746428-47b6-42dd-a807-80c8a9d0b27b","block_type":"box","text":"continue to be published under a synthetic methodology until September 30, 2024 for certain legacy contracts. The Secured","page_number":25,"box":{"x":59,"y":286,"width":869,"height":12}},{"id":"a07102ee-b045-4ed7-bab1-82290945758b","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":25,"box":{"x":59,"y":301,"width":862,"height":12}},{"id":"47a22111-9361-4d8b-a056-e8cb4c243655","block_type":"box","text":"Treasury securities in the repurchase agreement market, has been used increasingly on a voluntary basis in new instruments","page_number":25,"box":{"x":59,"y":316,"width":871,"height":12}},{"id":"a9ac7964-8ffd-4ec4-88de-e8f52bd79d2e","block_type":"box","text":"and transactions. Under U.S. regulations that implement a statutory fallback mechanism to replace LIBOR, benchmark rates","page_number":25,"box":{"x":59,"y":331,"width":865,"height":13}},{"id":"0ba259ae-ee2f-4ab9-86f3-d9b6115fb97d","block_type":"box","text":"based on SOFR have replaced LIBOR in different categories of financial contracts.","page_number":25,"box":{"x":60,"y":346,"width":565,"height":13}},{"id":"cb51f843-87c7-4e03-9649-1033a2e52dbc","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":25,"box":{"x":60,"y":373,"width":841,"height":12}},{"id":"27528bab-33e4-4888-9b4d-f0da411cba7c","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":25,"box":{"x":60,"y":388,"width":876,"height":12}},{"id":"ccfe22fe-b876-42f4-85da-474ff863481f","block_type":"box","text":"methodology, there may be significant uncertainty regarding the effectiveness of any such alternative methodologies to","page_number":25,"box":{"x":60,"y":403,"width":836,"height":12}},{"id":"9cf72be5-0ad2-44bc-9bd0-60a4cdc7e9bb","block_type":"box","text":"replicate LIBOR. Not all existing LIBOR-based instruments may have alternative rate-setting provisions and there remains","page_number":25,"box":{"x":60,"y":418,"width":843,"height":12}},{"id":"a42fc1be-fda4-46be-a2ac-e0e77292dd84","block_type":"box","text":"uncertainty regarding the willingness and ability of issuers to add alternative rate-setting provisions in certain existing","page_number":25,"box":{"x":60,"y":433,"width":822,"height":13}},{"id":"8fd23e4c-e719-45e4-b284-fb4329bb6372","block_type":"box","text":"instruments. Parties to contracts, securities, or other instruments using LIBOR may disagree on transition rates or the","page_number":25,"box":{"x":60,"y":448,"width":820,"height":13}},{"id":"97bee516-dc90-4717-8de5-6ab955c6fc89","block_type":"box","text":"application of transition regulation, potentially resulting in uncertainty of performance and the possibility of litigation. The","page_number":25,"box":{"x":59,"y":463,"width":854,"height":13}},{"id":"055543f6-3a7a-43dd-b1d0-df99de8e29a7","block_type":"box","text":"Fund may have instruments linked to other interbank offered rates that may also cease to be published in the future.","page_number":25,"box":{"x":60,"y":479,"width":812,"height":12}},{"id":"5d9e890c-fb88-4146-ab72-bb982ab0402a","block_type":"box","text":"Risk of Derivatives.","page_number":25,"box":{"x":60,"y":505,"width":135,"height":10}},{"id":"80006fbd-e87d-43ef-989b-3325a0a4b754","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":25,"box":{"x":204,"y":505,"width":700,"height":12}},{"id":"ee4e7fd8-abd7-4550-a8e6-4aa024fd2201","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":25,"box":{"x":60,"y":520,"width":877,"height":12}},{"id":"6aa99780-5e53-42f0-926b-a9e495b18168","block_type":"box","text":"such as the S&P 500","page_number":25,"box":{"x":59,"y":535,"width":143,"height":10}},{"id":"895a615a-73a2-4076-9fa6-23d75fabf005","block_type":"box","text":"®","page_number":25,"box":{"x":203,"y":534,"width":9,"height":6}},{"id":"b1cb1fe6-ba4b-4eba-b648-564dd8567e23","block_type":"box","text":"or the prime lending rate). The Fund may invest in commodity futures contracts, securities options and","page_number":25,"box":{"x":217,"y":535,"width":721,"height":13}},{"id":"fdc761d6-1ed7-449c-98ab-eb2cde93682e","block_type":"box","text":"other derivatives. Compared to securities, derivatives can be more sensitive to changes in interest rates or to sudden","page_number":25,"box":{"x":59,"y":550,"width":812,"height":13}},{"id":"fb4ca34c-17c7-464d-aaf2-fb557957786c","block_type":"box","text":"fluctuations in market prices and thus the Fund’s losses may be greater if it invests in derivatives than if it invests only in","page_number":25,"box":{"x":59,"y":566,"width":839,"height":12}},{"id":"ae4e1fc4-beeb-4b36-9472-de4140190cb2","block_type":"box","text":"conventional securities. Derivatives are also subject to counterparty risk, which is the risk that the other party in the","page_number":25,"box":{"x":59,"y":581,"width":807,"height":12}},{"id":"8bc9d359-4a34-4737-b59d-008a01c0062d","block_type":"box","text":"transaction will not fulfill its contractual obligations. Derivatives generally involve the incurrence of leverage.","page_number":25,"box":{"x":59,"y":596,"width":755,"height":12}},{"id":"509cfc42-cf38-40e0-a70d-58739436a2f9","block_type":"box","text":"When a derivative is used as a hedge against a position that the Fund holds or is committed to purchase, any loss generated","page_number":25,"box":{"x":59,"y":622,"width":868,"height":13}},{"id":"2273aca5-fdc7-47cc-a3b9-ffb0296456b5","block_type":"box","text":"by the derivative generally should be substantially offset by gains on the hedged investment, and vice versa. While hedging","page_number":25,"box":{"x":60,"y":637,"width":856,"height":13}},{"id":"05b962fe-295b-40c1-a09b-210fde916b1f","block_type":"box","text":"can reduce or eliminate losses, it can also reduce or eliminate gains, and in some cases, hedging can cause losses that are","page_number":25,"box":{"x":59,"y":652,"width":853,"height":13}},{"id":"ab6ff94d-5824-44c5-9865-6f3482d51ab5","block_type":"box","text":"not offset by gains, and the Fund will recognize losses on both the investment and the hedge. Hedges are sometimes subject","page_number":25,"box":{"x":60,"y":668,"width":872,"height":12}},{"id":"c9011b9f-604e-4d4f-aa02-fec79dfee343","block_type":"box","text":"to imperfect matching between the derivative and the underlying security, and there can be no assurance that the Fund’s","page_number":25,"box":{"x":59,"y":683,"width":847,"height":12}},{"id":"4ffe591d-3dc5-4df8-a80c-c61b1a9c4fab","block_type":"box","text":"hedging transactions, which entail additional transaction costs, will be effective.","page_number":25,"box":{"x":60,"y":698,"width":557,"height":12}},{"id":"1804caf5-74f6-47c9-a0b6-f7735294c378","block_type":"box","text":"Risk of Futures and Options on Futures Transactions.","page_number":25,"box":{"x":60,"y":724,"width":381,"height":13}},{"id":"f06e5637-1062-41dd-8d6e-85b117d3e93e","block_type":"box","text":"There are several risks accompanying the utilization of futures","page_number":25,"box":{"x":450,"y":724,"width":433,"height":13}},{"id":"4e9d4fe9-858f-4591-a8de-3f06259615ff","block_type":"box","text":"contracts and options on futures contracts. A position in futures contracts and options on futures contracts may be closed","page_number":25,"box":{"x":59,"y":739,"width":859,"height":13}},{"id":"5ba38f0c-dd6e-43c6-b2ce-21a08470eb48","block_type":"box","text":"only on the exchange on which the contract was made (or a linked exchange). While the Fund plans to utilize futures","page_number":25,"box":{"x":59,"y":754,"width":819,"height":13}},{"id":"9740ff6c-334f-49f2-9059-8ecf8cf9f22c","block_type":"box","text":"contracts only if an active market exists for such contracts, there is no guarantee that a liquid market will exist for the","page_number":25,"box":{"x":59,"y":770,"width":821,"height":12}},{"id":"b92d49b0-fbd9-4cd1-97d0-cb4795fe5aa4","block_type":"box","text":"contract at a specified time. In the event of adverse price movements, the Fund would continue to be required to make daily","page_number":25,"box":{"x":59,"y":785,"width":868,"height":12}},{"id":"666320a9-b8e5-47b4-8ae3-b2692de1d034","block_type":"box","text":"cash payments to maintain its required margin. In such situations, if the Fund has insufficient cash, it may have to sell","page_number":25,"box":{"x":59,"y":800,"width":822,"height":12}},{"id":"3371aca5-f8f5-42ec-9106-dc1a4a230800","block_type":"box","text":"portfolio securities to meet daily margin requirements at a time when it may be disadvantageous to do so. In addition, a Fund","page_number":25,"box":{"x":59,"y":815,"width":877,"height":12}},{"id":"1b8df07b-e498-4c6c-ad13-d919c1e87fae","block_type":"box","text":"may be required to deliver the instruments underlying the futures contracts it has sold.","page_number":25,"box":{"x":60,"y":830,"width":605,"height":12}},{"id":"117aeac2-b6f8-4829-b0e5-18d057950e9d","block_type":"box","text":"The risk of loss in trading futures contracts or uncovered call options in some strategies (e.g., selling uncovered bond index","page_number":25,"box":{"x":59,"y":857,"width":862,"height":12}},{"id":"e494d7d0-4cea-4c9f-aa01-0ca08e49f237","block_type":"box","text":"futures contracts) is potentially unlimited. The Fund does not plan to use futures and options contracts in this way. The risk","page_number":25,"box":{"x":59,"y":872,"width":864,"height":12}},{"id":"1e74dd19-f844-46e0-92ec-1139c090e2a9","block_type":"box","text":"of a futures position may still be large as traditionally measured due to the low margin deposits required. In many cases, a","page_number":25,"box":{"x":59,"y":887,"width":851,"height":12}},{"id":"a2ec2238-62a2-46cd-9975-8537c8f01da6","block_type":"box","text":"12","page_number":25,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"49bf3e97-0e33-4e52-a79c-fd7562c69cb7","block_type":"box","text":"relatively small price movement in a futures contract may result in immediate and substantial loss or gain to the investor","page_number":26,"box":{"x":60,"y":67,"width":842,"height":12}},{"id":"795a7c76-93a9-41da-82cd-b014874c4d74","block_type":"box","text":"relative to the size of a required margin deposit.","page_number":26,"box":{"x":60,"y":82,"width":330,"height":12}},{"id":"cd674214-7d1c-46d2-b194-971fb3a2da01","block_type":"box","text":"Utilization of futures and options on futures by the Fund involves the risk of loss by the Fund of margin deposits in the event","page_number":26,"box":{"x":60,"y":108,"width":866,"height":13}},{"id":"fa4c791f-a991-42df-a79e-8ef4098aefed","block_type":"box","text":"of bankruptcy of a broker with whom the Fund has an open position in the futures contract or option. The purchase of put or","page_number":26,"box":{"x":59,"y":123,"width":877,"height":13}},{"id":"12c73ace-cd56-4dde-b67a-d85e75c10e99","block_type":"box","text":"call options will be based upon predictions by BFA as to anticipated trends, which predictions could prove to be incorrect.","page_number":26,"box":{"x":59,"y":138,"width":848,"height":13}},{"id":"d228e566-b776-4635-8d62-849bee13df39","block_type":"box","text":"Because the futures market generally imposes less burdensome margin requirements than the securities market, an","page_number":26,"box":{"x":60,"y":165,"width":809,"height":12}},{"id":"18d9e86d-bfc0-4d3e-a293-d5f69c173c1f","block_type":"box","text":"increased amount of participation by speculators in the futures market could result in price fluctuations. Certain financial","page_number":26,"box":{"x":60,"y":180,"width":844,"height":12}},{"id":"a9199b37-4e14-4ba9-a13c-9471ab331b0e","block_type":"box","text":"futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily","page_number":26,"box":{"x":59,"y":195,"width":863,"height":12}},{"id":"07b71203-3a36-40d6-a948-0c67425fa715","block_type":"box","text":"limit establishes the maximum amount by which the price of a futures contract may vary either up or down from the","page_number":26,"box":{"x":60,"y":210,"width":815,"height":13}},{"id":"db4ba691-e36e-4a56-97a9-2c9f4982b3d8","block_type":"box","text":"previous day’s settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of","page_number":26,"box":{"x":59,"y":225,"width":859,"height":13}},{"id":"fd8bb047-2702-492b-9fe0-dc4246c1e072","block_type":"box","text":"contract, no trades may be made on that day at a price beyond that limit. It is possible that futures contract prices could","page_number":26,"box":{"x":59,"y":240,"width":840,"height":13}},{"id":"591490fa-e71b-438f-9fc5-8d913d3cae62","block_type":"box","text":"move to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of","page_number":26,"box":{"x":60,"y":256,"width":869,"height":12}},{"id":"8847c99c-14c6-413d-944e-73a5d970feb9","block_type":"box","text":"futures positions and subjecting the Fund to substantial losses. In the event of adverse price movements, the Fund would be","page_number":26,"box":{"x":59,"y":271,"width":870,"height":12}},{"id":"1637c817-6915-4ea5-8c7f-b784cc67bf2e","block_type":"box","text":"required to make daily cash payments of variation margin.","page_number":26,"box":{"x":60,"y":286,"width":405,"height":12}},{"id":"4e0672e9-1940-4538-aa53-dc020c302584","block_type":"box","text":"Risk of Swap Agreements.","page_number":26,"box":{"x":60,"y":312,"width":186,"height":13}},{"id":"c1ebd9f4-5bfb-41b4-8dee-7f4887bfe0de","block_type":"box","text":"The risk of loss with respect to swaps is generally limited to the net amount of payments that a","page_number":26,"box":{"x":255,"y":312,"width":665,"height":13}},{"id":"54b5d9c0-6dee-456d-8d21-8758e2c4cbf1","block_type":"box","text":"Fund is contractually obligated to make. Swap agreements are subject to the risk that the swap counterparty will default on","page_number":26,"box":{"x":60,"y":327,"width":862,"height":13}},{"id":"aaee6fc2-a0e1-4aec-8235-7fca3fa4a1c4","block_type":"box","text":"its obligations. If such a default occurs, a Fund will have contractual remedies pursuant to the agreements related to the","page_number":26,"box":{"x":60,"y":343,"width":839,"height":12}},{"id":"846db755-a228-4749-87c5-0b342ab15bb5","block_type":"box","text":"transaction. However, such remedies may be subject to bankruptcy and insolvency laws, which could affect a Fund’s rights as","page_number":26,"box":{"x":59,"y":358,"width":878,"height":12}},{"id":"4c326fcf-141f-48e3-95cd-1d7f55746f79","block_type":"box","text":"a creditor (","page_number":26,"box":{"x":59,"y":373,"width":76,"height":12}},{"id":"07893517-8b8d-4e01-8b99-53a01d62c5ac","block_type":"box","text":"e.g.","page_number":26,"box":{"x":136,"y":376,"width":23,"height":9}},{"id":"5c50210f-76d4-4ce4-9c0e-5838cf6b14a7","block_type":"box","text":", the Fund may not receive the net amount of payments that it is contractually entitled to receive).","page_number":26,"box":{"x":161,"y":373,"width":684,"height":12}},{"id":"a85aeff8-47ec-49e6-a6dd-575daf2f65a1","block_type":"box","text":"A Fund is required to post and collect variation margin and initial margin (composed of specified liquid securities subject to","page_number":26,"box":{"x":59,"y":399,"width":863,"height":13}},{"id":"b6ab1994-06bb-4894-acce-3b06fec59e63","block_type":"box","text":"haircuts) in connection with trading of OTC swaps. These requirements may raise the costs for the Fund’s investment in","page_number":26,"box":{"x":60,"y":414,"width":838,"height":13}},{"id":"3769bb41-e693-4057-a433-182c21e9dcd6","block_type":"box","text":"swaps.","page_number":26,"box":{"x":59,"y":432,"width":47,"height":10}},{"id":"1cac6e3a-0da1-4cb8-932b-736d8fd14098","block_type":"box","text":"Central clearing is expected to reduce counterparty credit risk and increase liquidity, but central clearing does not make swap","page_number":26,"box":{"x":59,"y":456,"width":875,"height":12}},{"id":"c7b0cbdf-ec7d-4759-8332-17dacb7df350","block_type":"box","text":"transactions risk-free. Swaps entered into by the Fund through its Subsidiary are not expected to be centrally cleared and","page_number":26,"box":{"x":59,"y":471,"width":847,"height":12}},{"id":"9623ea14-d58e-49c1-aa6a-18b5557a29f2","block_type":"box","text":"thus will expose the Fund to counter-party default risk and illiquidity risk, as liquidity depends on the willingness of","page_number":26,"box":{"x":59,"y":486,"width":806,"height":12}},{"id":"81a3ce5f-ca75-4cc5-a5ce-5190168a1b62","block_type":"box","text":"counterparties to enter into, and the ability of counterparties to hedge the risks of, such contracts.","page_number":26,"box":{"x":59,"y":501,"width":686,"height":13}},{"id":"7f709d6b-485f-4847-9426-7889a416576d","block_type":"box","text":"U.S. Treasury Obligations Risk.","page_number":26,"box":{"x":60,"y":528,"width":218,"height":12}},{"id":"c683f0dd-8027-4425-a119-179a952065fb","block_type":"box","text":"U.S. Treasury obligations may differ from other securities in their interest rates, maturities,","page_number":26,"box":{"x":288,"y":528,"width":628,"height":12}},{"id":"8c9cfe74-45b2-4cb9-ad52-10da9c44dc81","block_type":"box","text":"times of issuance and other characteristics. Similar to other issuers, changes to the financial condition or credit rating of the","page_number":26,"box":{"x":59,"y":543,"width":868,"height":12}},{"id":"04a40414-7a27-4204-8b1d-0842d8386e1e","block_type":"box","text":"U.S. government may cause the value of a Fund’s U.S. Treasury obligations to decline. U.S. Treasury securities are rated AA+","page_number":26,"box":{"x":60,"y":558,"width":863,"height":12}},{"id":"33978f8e-aed0-4f3c-8bf2-965903c48d52","block_type":"box","text":"by S&P Global Ratings. A downgrade of the rating of U.S. Treasury securities may cause the value of a Fund’s U.S. Treasury","page_number":26,"box":{"x":60,"y":573,"width":855,"height":12}},{"id":"e96150bd-951d-4e25-9994-d3f27628bbf8","block_type":"box","text":"obligations to decline. Because U.S. government debt obligations are often used as a benchmark for other borrowing","page_number":26,"box":{"x":59,"y":588,"width":816,"height":13}},{"id":"ccf11775-c148-48cd-94f4-50b7733b3bc5","block_type":"box","text":"arrangements, a downgrade could also result in higher interest rates for a range of borrowers, cause disruptions in the","page_number":26,"box":{"x":59,"y":603,"width":828,"height":13}},{"id":"0a86f251-6a37-4627-beb6-2139fc92055b","block_type":"box","text":"international bond markets and have a substantial adverse effect on the U.S. and global economy.","page_number":26,"box":{"x":60,"y":618,"width":680,"height":13}},{"id":"bdf82a82-ca1e-41d9-b30a-2d9258b0b673","block_type":"box","text":"A high national debt level may increase market pressures to meet government funding needs, which may drive debt cost","page_number":26,"box":{"x":59,"y":645,"width":845,"height":12}},{"id":"c53255ae-e9c6-4419-873c-cf80d0c70e2c","block_type":"box","text":"higher and lead the government to issue additional debt, thereby increasing refinancing risk. A high national debt also raises","page_number":26,"box":{"x":60,"y":660,"width":868,"height":12}},{"id":"cc216ae3-f66a-4a09-85a9-a1a93bfcaf02","block_type":"box","text":"concerns that the U.S. government will not be able to make principal or interest payments when they are due. If market","page_number":26,"box":{"x":59,"y":675,"width":834,"height":12}},{"id":"1b77297c-beb3-4021-9026-90895fd15d39","block_type":"box","text":"participants determine that U.S. sovereign debt levels have become unsustainable, the value of the U.S. dollar could decline,","page_number":26,"box":{"x":59,"y":690,"width":863,"height":13}},{"id":"fc5aca59-5ffd-467f-a0ed-170087b3e855","block_type":"box","text":"thus increasing inflationary pressures, particularly with respect to services outsourced to non-U.S. providers and imported","page_number":26,"box":{"x":59,"y":705,"width":853,"height":13}},{"id":"789d5706-7fbd-493a-80c3-83596bf9890e","block_type":"box","text":"goods and constrain or prevent the U.S. government from implementing effective countercyclical fiscal policy in economic","page_number":26,"box":{"x":59,"y":720,"width":855,"height":13}},{"id":"f924adbb-f5bb-45ed-9d5a-0a5514d3082c","block_type":"box","text":"downturns. Direct obligations of the U.S. Treasury have historically involved little risk of loss of principal if held to maturity.","page_number":26,"box":{"x":59,"y":736,"width":854,"height":12}},{"id":"335e1f59-c207-4c25-8147-09d2d349b1a0","block_type":"box","text":"However, due to fluctuations in interest rates, the market value of such securities may vary during the period that","page_number":26,"box":{"x":60,"y":751,"width":791,"height":12}},{"id":"e0586b77-26fa-46e6-be89-bdeaf1ceb315","block_type":"box","text":"shareholders own shares of a Fund. Notwithstanding that U.S. Treasury obligations are backed by the full faith and credit of","page_number":26,"box":{"x":59,"y":766,"width":864,"height":12}},{"id":"453a490f-7f79-49f3-ac46-184bb05b8678","block_type":"box","text":"the U.S., circumstances could arise that could prevent the timely payment of interest or principal, such as reaching the","page_number":26,"box":{"x":59,"y":781,"width":827,"height":12}},{"id":"1b551f32-2aec-4623-867b-2f715b363f16","block_type":"box","text":"legislative “debt ceiling.” Such non-payment would result in losses to a Fund and substantial negative consequences for the","page_number":26,"box":{"x":60,"y":796,"width":864,"height":12}},{"id":"611aa07d-b8f0-494d-9c79-cea4f323acd7","block_type":"box","text":"U.S. economy and the global financial system.","page_number":26,"box":{"x":60,"y":811,"width":319,"height":13}},{"id":"87b783d6-516c-4c6b-8223-f18887cb62e8","block_type":"box","text":"Valuation Risk.","page_number":26,"box":{"x":59,"y":838,"width":106,"height":9}},{"id":"bb0b8b99-c761-4446-a584-c8b3d80cc262","block_type":"box","text":"In certain circumstances, the Fund’s securities may be valued using techniques other than market","page_number":26,"box":{"x":175,"y":838,"width":684,"height":12}},{"id":"cde06239-3186-462c-9e85-569f0aa769a1","block_type":"box","text":"quotations. The value established for a security may be different from what would be produced through the use of another","page_number":26,"box":{"x":59,"y":853,"width":860,"height":12}},{"id":"06e109b3-6b9d-4a7d-8b00-a108412d8346","block_type":"box","text":"methodology or if the value had been priced using market quotations. Securities that are valued using methods other than","page_number":26,"box":{"x":60,"y":868,"width":856,"height":12}},{"id":"1e5e8057-0f3d-4ace-a1b0-db8315879ba2","block_type":"box","text":"market quotations, including “fair valued” securities, may be subject to greater fluctuation in their value from one day to the","page_number":26,"box":{"x":60,"y":883,"width":867,"height":12}},{"id":"1b96cdef-dba1-4150-87b6-632555779504","block_type":"box","text":"13","page_number":26,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"065e32d7-7f16-4aa2-b4a3-fa4733c87aa1","block_type":"box","text":"next than would be the case if market quotations were used. In addition, there is no assurance that the Fund could sell a","page_number":27,"box":{"x":60,"y":67,"width":840,"height":12}},{"id":"395f082c-11ce-4867-a400-56d6673935ea","block_type":"box","text":"security for the value established for it at any time, and it is possible that the Fund could incur a loss if a security is sold for","page_number":27,"box":{"x":59,"y":82,"width":856,"height":12}},{"id":"02a37376-6b3d-4424-9b66-6cf16141f415","block_type":"box","text":"less than its established value.","page_number":27,"box":{"x":60,"y":97,"width":209,"height":10}},{"id":"4ca39f25-ba7b-48a5-bd09-193c91aa511e","block_type":"box","text":"Risk of Investing in Developed Countries.","page_number":27,"box":{"x":60,"y":123,"width":294,"height":13}},{"id":"12bb498b-e95c-4262-a079-1cf16abafaa0","block_type":"box","text":"Many countries with developed markets have recently experienced significant","page_number":27,"box":{"x":364,"y":123,"width":544,"height":13}},{"id":"e8d6530b-17a1-4d49-8ef4-7f27a9557b0a","block_type":"box","text":"economic pressures. These countries generally tend to rely on the services sectors (","page_number":27,"box":{"x":59,"y":138,"width":585,"height":13}},{"id":"1e7b11e7-e63e-4f70-905e-3dc3e2cdebe9","block_type":"box","text":"e.g.","page_number":27,"box":{"x":646,"y":141,"width":22,"height":10}},{"id":"43cfc517-160f-46e4-a44a-56e1a7d60f43","block_type":"box","text":", the financial services sector) as the","page_number":27,"box":{"x":670,"y":138,"width":253,"height":13}},{"id":"f5cd4ae1-3d56-413c-9a38-cc3b080064ce","block_type":"box","text":"primary source of economic growth and may be susceptible to the risks of individual service sectors. For example, companies","page_number":27,"box":{"x":59,"y":154,"width":879,"height":12}},{"id":"4ef26f57-65fa-4fba-a390-535ec25fec4f","block_type":"box","text":"in the financial services sector are subject to governmental regulation and, recently, government intervention, which may","page_number":27,"box":{"x":60,"y":169,"width":846,"height":12}},{"id":"b2525e9e-e179-473b-b183-3dc7ab55e9a3","block_type":"box","text":"adversely affect the scope of their activities, the prices they can charge and amount of capital they must maintain.","page_number":27,"box":{"x":59,"y":184,"width":798,"height":12}},{"id":"bdeab3a8-52c0-4521-b023-9064b9f1b5a6","block_type":"box","text":"Dislocations in the financial sector and perceived or actual governmental influence over certain financial companies may lead","page_number":27,"box":{"x":60,"y":199,"width":876,"height":12}},{"id":"00bbe5a1-7c16-4c96-bd4a-aa1cd387327e","block_type":"box","text":"to credit rating downgrades and, as a result, impact, among other things, revenue growth for such companies. If financial","page_number":27,"box":{"x":59,"y":214,"width":848,"height":12}},{"id":"f1f9265c-f80e-407a-9be0-274e3d5311f1","block_type":"box","text":"companies experience a prolonged decline in revenue growth, certain developed countries that rely heavily on financial","page_number":27,"box":{"x":59,"y":229,"width":832,"height":12}},{"id":"7ffc721a-1350-4900-91b2-2febde775c23","block_type":"box","text":"companies as an economic driver may experience a correlative slowdown. Concerns have emerged with respect to the","page_number":27,"box":{"x":59,"y":244,"width":829,"height":13}},{"id":"3d9c3ade-ef56-4f6e-9bee-2d8ab0cd2e29","block_type":"box","text":"economic health of certain developed countries. These concerns primarily stem from heavy indebtedness of many developed","page_number":27,"box":{"x":59,"y":259,"width":876,"height":13}},{"id":"72c1a451-63c9-457a-ba3f-3c7698482ab1","block_type":"box","text":"countries and their perceived inability to continue to service high debt loads without simultaneously implementing stringent","page_number":27,"box":{"x":59,"y":274,"width":870,"height":13}},{"id":"598f41f0-50ae-4280-8558-7fa065c9a46e","block_type":"box","text":"austerity measures. Such concerns have led to tremendous downward pressure on the economies of these countries. As a","page_number":27,"box":{"x":59,"y":290,"width":855,"height":12}},{"id":"5d733a68-2346-446b-8a22-aac6d6018811","block_type":"box","text":"result, it is possible that interest rates on debt of certain developed countries may rise to levels that make it difficult for such","page_number":27,"box":{"x":60,"y":305,"width":864,"height":12}},{"id":"938e6465-0ef2-4c0f-922b-1bf6742e5ecd","block_type":"box","text":"countries to service such debt. Spending on health care and retirement pensions in most developed countries has risen","page_number":27,"box":{"x":59,"y":320,"width":833,"height":12}},{"id":"aa236f92-9a0b-4254-ae71-b7330b7279c2","block_type":"box","text":"dramatically. Medical innovation, extended life expectancy and higher public expectations are likely to continue the increase","page_number":27,"box":{"x":59,"y":335,"width":867,"height":12}},{"id":"2defb63f-4754-44b3-8d0d-f27a849a8981","block_type":"box","text":"in health care and pension costs. Any increase in health care and pension costs will likely have a negative impact on the","page_number":27,"box":{"x":60,"y":350,"width":834,"height":12}},{"id":"cfaccb9e-91f9-4d03-8766-db2bbf3729a8","block_type":"box","text":"economic growth of many developed countries. Certain developed countries rely on imports of certain key items, such as","page_number":27,"box":{"x":59,"y":365,"width":848,"height":13}},{"id":"66f3f0df-6acf-40ad-b3cd-2bf6e61494cc","block_type":"box","text":"crude oil, natural gas, and other commodities. As a result, an increase in demand for, or price fluctuations of, certain","page_number":27,"box":{"x":59,"y":380,"width":812,"height":13}},{"id":"ff6f051b-e581-4817-bc42-62cfd6b9ea05","block_type":"box","text":"commodities may negatively affect developed country economies. Developed market countries generally are dependent on","page_number":27,"box":{"x":59,"y":395,"width":861,"height":13}},{"id":"c2bd6baf-cf8e-48db-b5cf-8fcf62c02c5d","block_type":"box","text":"the economies of certain key trading partners. Changes in any one economy may cause an adverse impact on several","page_number":27,"box":{"x":59,"y":411,"width":819,"height":12}},{"id":"a59706ef-e10b-4978-b0ad-eafb6364f8ec","block_type":"box","text":"developed countries. In addition, heavy regulation of, among others, labor and product markets may have an adverse effect","page_number":27,"box":{"x":59,"y":426,"width":862,"height":12}},{"id":"026166eb-6964-4230-8978-4d431b889457","block_type":"box","text":"on certain issuers. Such regulations may negatively affect economic growth or cause prolonged periods of recession. Such","page_number":27,"box":{"x":59,"y":441,"width":856,"height":12}},{"id":"7c03657e-9fd2-4cbb-bafc-c8d5d56de1b9","block_type":"box","text":"risks, among others, may adversely affect the value of the Fund’s investments.","page_number":27,"box":{"x":60,"y":456,"width":545,"height":12}},{"id":"6242a63a-b039-4722-9014-2ab7f85e2afc","block_type":"box","text":"Risk of Investing in Europe.","page_number":27,"box":{"x":60,"y":482,"width":194,"height":13}},{"id":"6c913f3c-1867-4abc-ad2a-14f57a7b0972","block_type":"box","text":"Investing in European countries exposes the Fund to the economic and political risks associated","page_number":27,"box":{"x":264,"y":482,"width":671,"height":13}},{"id":"f61b7ed9-2eb0-4ebe-8204-8b8280c2b500","block_type":"box","text":"with Europe in general and the specific European countries in which it invests. The economies and markets of European","page_number":27,"box":{"x":59,"y":497,"width":837,"height":13}},{"id":"8fc45d95-1a88-4d7d-b296-502c6eeb4dce","block_type":"box","text":"countries are often closely connected and interdependent, and events in one European country can have an adverse impact","page_number":27,"box":{"x":59,"y":513,"width":865,"height":12}},{"id":"32011ac5-ab4c-440a-8db0-e1fef96c9117","block_type":"box","text":"on other European countries. The Fund makes investments in securities of issuers that are domiciled in, have significant","page_number":27,"box":{"x":59,"y":528,"width":838,"height":12}},{"id":"670e0f70-1b7a-4493-9bdf-ba52e422fa2c","block_type":"box","text":"operations in, or that are listed on at least one securities exchange within member states of the European Union (the “EU”). A","page_number":27,"box":{"x":59,"y":543,"width":878,"height":12}},{"id":"a8344c93-cc17-46ac-b4f1-247265edd9a6","block_type":"box","text":"number of countries within the EU are also members of the Economic and Monetary Union (the “eurozone”) and have","page_number":27,"box":{"x":60,"y":558,"width":824,"height":12}},{"id":"5f91098d-301c-4ec0-9cf3-1de99c682a65","block_type":"box","text":"adopted the euro as their currency. Eurozone membership requires member states to comply with restrictions on inflation","page_number":27,"box":{"x":59,"y":573,"width":852,"height":12}},{"id":"7e92fb45-ecaa-4725-99f5-68009aba3383","block_type":"box","text":"rates, deficits, interest rates, debt levels and fiscal and monetary controls, each of which may significantly affect every","page_number":27,"box":{"x":60,"y":588,"width":822,"height":13}},{"id":"ddc103e7-9ce5-47d0-89b7-ff61b027a96f","block_type":"box","text":"country in Europe. Changes in import or export tariffs, changes in governmental or EU regulations on trade, changes in the","page_number":27,"box":{"x":59,"y":603,"width":858,"height":13}},{"id":"f49633f4-7cc5-4a0f-a42e-e7df9a662447","block_type":"box","text":"exchange rate of the euro and other currencies of certain EU countries which are not in the eurozone, the default or threat of","page_number":27,"box":{"x":59,"y":618,"width":873,"height":13}},{"id":"4908f8be-4029-42e3-82ac-01401c15d7f0","block_type":"box","text":"default by an EU member state on its sovereign debt, and/or an economic recession in an EU member state may have a","page_number":27,"box":{"x":59,"y":634,"width":835,"height":12}},{"id":"7c347578-1fe0-43a7-a356-13bca94550a8","block_type":"box","text":"significant adverse effect on the economies of other EU member states and their trading partners. Although certain European","page_number":27,"box":{"x":59,"y":649,"width":877,"height":12}},{"id":"e4ce9f33-ab23-4e66-b4cf-bd14b61c2e8f","block_type":"box","text":"countries are not in the eurozone, many of these countries are obliged to meet the criteria for joining the eurozone.","page_number":27,"box":{"x":59,"y":664,"width":803,"height":12}},{"id":"480994c1-e38c-4da4-8488-f477f49e4bb8","block_type":"box","text":"Consequently, these countries must comply with many of the restrictions noted above. The European financial markets have","page_number":27,"box":{"x":59,"y":690,"width":870,"height":13}},{"id":"96550ec4-9dae-4524-9876-fc582df00399","block_type":"box","text":"experienced volatility and adverse trends due to concerns about economic downturns, government debt levels and the","page_number":27,"box":{"x":59,"y":705,"width":832,"height":13}},{"id":"8d4abee1-595a-41c9-9559-4ac19958dbda","block_type":"box","text":"possible default of government debt in several European countries, including, but not limited to, Austria, Belgium, Cyprus,","page_number":27,"box":{"x":59,"y":720,"width":851,"height":13}},{"id":"979f0101-20bf-4218-b2b2-424b835644ae","block_type":"box","text":"France, Greece, Ireland, Italy, Portugal, Spain and Ukraine. In order to prevent further economic deterioration, certain","page_number":27,"box":{"x":60,"y":736,"width":812,"height":12}},{"id":"ae8b2805-f1ed-419d-9e42-2f1b46527b8a","block_type":"box","text":"countries, without prior warning, can institute “capital controls.” Countries may use these controls to restrict volatile","page_number":27,"box":{"x":59,"y":751,"width":814,"height":12}},{"id":"27ee083b-3443-4e0a-af84-6e7103c572e9","block_type":"box","text":"movements of capital entering and exiting their country. Such controls may negatively affect the Fund’s investments. A","page_number":27,"box":{"x":60,"y":766,"width":832,"height":12}},{"id":"ca2d2e39-ee32-4806-be3a-3af36f260125","block_type":"box","text":"default or debt restructuring by any European country would adversely impact holders of that country’s debt and sellers of","page_number":27,"box":{"x":59,"y":781,"width":859,"height":12}},{"id":"bbcad9a0-eb7a-470d-8005-06f54eeee569","block_type":"box","text":"credit default swaps linked to that country’s creditworthiness, which may be located in countries other than those listed","page_number":27,"box":{"x":59,"y":796,"width":839,"height":12}},{"id":"15af61e9-5715-40e9-9863-8d01064228c8","block_type":"box","text":"above. In addition, the credit ratings of certain European countries were downgraded in the past. These events have adversely","page_number":27,"box":{"x":59,"y":811,"width":879,"height":13}},{"id":"6bd02608-e1e0-4217-87a4-318860dcfbce","block_type":"box","text":"affected the value and exchange rate of the euro and may continue to significantly affect the economies of every country in","page_number":27,"box":{"x":59,"y":826,"width":862,"height":13}},{"id":"88df85f5-6a95-453c-a2b0-8da7d96a88b9","block_type":"box","text":"Europe, including countries that do not use the euro and non-EU member states. Responses to the financial problems by","page_number":27,"box":{"x":60,"y":841,"width":844,"height":13}},{"id":"ad24f691-fa89-4743-bc51-78656ca2313a","block_type":"box","text":"European governments, central banks and others, including austerity measures and reforms, may not produce the desired","page_number":27,"box":{"x":60,"y":857,"width":853,"height":12}},{"id":"f1b7c9de-6f00-4802-ba32-47b254046259","block_type":"box","text":"results, may result in social unrest and may limit future growth and economic recovery or have other unintended","page_number":27,"box":{"x":60,"y":872,"width":787,"height":12}},{"id":"e739f730-e489-4083-b4ca-413c0115e9b8","block_type":"box","text":"consequences. Further defaults or restructurings by governments and other entities of their debt could have additional","page_number":27,"box":{"x":59,"y":887,"width":830,"height":12}},{"id":"640fab1a-5c1a-4612-b7bf-8d5010c8f490","block_type":"box","text":"14","page_number":27,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"37681c89-6229-43bc-b3e8-9510301d293b","block_type":"box","text":"adverse effects on economies, financial markets and asset valuations around the world. In addition, one or more countries","page_number":28,"box":{"x":59,"y":67,"width":855,"height":11}},{"id":"235e0aaa-74a2-4b81-a115-0babc5c420a4","block_type":"box","text":"may abandon the euro and/or withdraw from the EU. The impact of these actions, especially if they occur in a disorderly","page_number":28,"box":{"x":60,"y":82,"width":842,"height":12}},{"id":"fe143b70-493c-409b-bed1-07e9776a96f0","block_type":"box","text":"fashion, is not clear but could be significant and far-reaching and could adversely impact the value of the Fund’s investments","page_number":28,"box":{"x":59,"y":97,"width":875,"height":12}},{"id":"6a544473-2f5b-4956-a7d9-1fea45ad5ecb","block_type":"box","text":"in the region.","page_number":28,"box":{"x":60,"y":112,"width":90,"height":12}},{"id":"74a472e8-9d49-40b0-8463-4279f470a405","block_type":"box","text":"The United Kingdom (the “U.K.”) left the EU (“Brexit”) on January 31, 2020. Brexit could adversely affect European or","page_number":28,"box":{"x":59,"y":138,"width":812,"height":13}},{"id":"658649f1-09b9-4a33-bc0a-4c6a3368840a","block_type":"box","text":"worldwide political, regulatory, economic or market conditions and could contribute to instability in global political","page_number":28,"box":{"x":59,"y":154,"width":802,"height":12}},{"id":"81484de4-6fcd-47f2-b3e2-8e01173bb320","block_type":"box","text":"institutions, regulatory agencies and financial markets.","page_number":28,"box":{"x":60,"y":169,"width":381,"height":12}},{"id":"1e4b0d8b-7ed1-4394-b3de-03d2a84a1eb8","block_type":"box","text":"Certain European countries have also developed increasingly strained relationships with the U.S., and if these relations were","page_number":28,"box":{"x":59,"y":195,"width":864,"height":12}},{"id":"fbec27e3-b566-4529-ae87-d6e581253c54","block_type":"box","text":"to worsen, they could adversely affect European issuers that rely on the U.S. for trade. The national politics of countries in","page_number":28,"box":{"x":59,"y":210,"width":849,"height":13}},{"id":"f078e356-9b49-42d6-a95b-372cce957ec3","block_type":"box","text":"Europe have been unpredictable and subject to influence by disruptive political groups and ideologies, including for example,","page_number":28,"box":{"x":60,"y":225,"width":872,"height":13}},{"id":"eba0977f-43d0-478d-a575-a40a1cbddbc6","block_type":"box","text":"secessionist movements. The governments of European countries may be subject to change and such countries may","page_number":28,"box":{"x":59,"y":240,"width":819,"height":13}},{"id":"97626e1f-7664-4b7e-8cd7-c4eca3fcaa98","block_type":"box","text":"experience social and political unrest. Unanticipated or sudden political or social developments may result in sudden and","page_number":28,"box":{"x":59,"y":256,"width":845,"height":12}},{"id":"8bcad72f-c053-4bdb-9146-bc4ea8c3a656","block_type":"box","text":"significant investment losses. The occurrence of terrorist incidents throughout Europe or war in the region also could impact","page_number":28,"box":{"x":59,"y":271,"width":873,"height":12}},{"id":"cea2dafe-e5c6-4246-85b6-509f1cdeb2e9","block_type":"box","text":"financial markets. The impact of these events is not clear but could be significant and far-reaching and could adversely affect","page_number":28,"box":{"x":59,"y":286,"width":875,"height":12}},{"id":"5a207efc-08c1-4433-925a-5295b38791a6","block_type":"box","text":"the value and liquidity of the Fund’s investments.","page_number":28,"box":{"x":59,"y":301,"width":342,"height":12}},{"id":"19422aaf-aac1-4572-8b32-3129d28933f0","block_type":"box","text":"Russian Invasion of Ukraine","page_number":28,"box":{"x":59,"y":327,"width":191,"height":12}},{"id":"2b3f34cc-ba81-4d54-8fbd-5a2cf8d4da9c","block_type":"box","text":". Russia launched a large-scale invasion of Ukraine on February 24, 2022. The extent and duration","page_number":28,"box":{"x":251,"y":327,"width":681,"height":13}},{"id":"392cb772-894a-42ec-975c-6ea46eed2e03","block_type":"box","text":"of the military action, resulting sanctions and resulting future market disruptions, including declines in its stock markets and","page_number":28,"box":{"x":59,"y":343,"width":870,"height":12}},{"id":"e7dc0db3-b1f6-41ef-bd65-65fd96c0b2a7","block_type":"box","text":"the value of the ruble against the U.S. dollar, are impossible to predict, but could be significant. Disruptions caused by Russian","page_number":28,"box":{"x":59,"y":358,"width":879,"height":12}},{"id":"72c0d145-2107-4cad-b49b-8168df0b4884","block_type":"box","text":"military action or other actions (including cyberattacks and espionage) or resulting actual and threatened responses to such","page_number":28,"box":{"x":60,"y":373,"width":869,"height":12}},{"id":"35b3cc5b-72a6-42cd-89e3-b669076828b0","block_type":"box","text":"activity, including purchasing and financing restrictions, boycotts or changes in consumer or purchaser preferences,","page_number":28,"box":{"x":59,"y":388,"width":811,"height":12}},{"id":"4283c532-2a4e-4a06-a234-4604295d9c22","block_type":"box","text":"sanctions, import and export restrictions, tariffs or cyberattacks on the Russian government, Russian companies or Russian","page_number":28,"box":{"x":59,"y":403,"width":863,"height":12}},{"id":"6834c870-fb7a-4e73-8b14-9650bef487e1","block_type":"box","text":"individuals, including politicians, may impact Russia’s economy, Russian issuers of securities in which the Fund invests, or the","page_number":28,"box":{"x":60,"y":418,"width":877,"height":12}},{"id":"82d34e0e-c95d-4e64-9d4b-9b49d6961455","block_type":"box","text":"economies of Europe as a whole. Actual and threatened responses to Russian military action may also impact the markets for","page_number":28,"box":{"x":59,"y":433,"width":879,"height":13}},{"id":"1981f56b-97be-46b9-9c3e-0bce4f71a455","block_type":"box","text":"certain Russian commodities, such as oil and natural gas, as well as other sectors of the Russian economy, and are likely to","page_number":28,"box":{"x":59,"y":448,"width":858,"height":13}},{"id":"6144e5a6-ec3c-4a48-835d-07a953af9efd","block_type":"box","text":"have collateral impacts on such sectors across Europe and globally.","page_number":28,"box":{"x":60,"y":463,"width":467,"height":13}},{"id":"252ff28f-35b1-4da9-841e-b6a518e3030e","block_type":"box","text":"Risk of Investing in the Energy Sector.","page_number":28,"box":{"x":60,"y":490,"width":270,"height":12}},{"id":"04c43564-6c51-45e9-a8fe-37c6a54e83f1","block_type":"box","text":"The energy sector is strongly affected by the levels and volatility of global energy","page_number":28,"box":{"x":339,"y":490,"width":563,"height":12}},{"id":"9a572121-3b40-4ffc-ba77-7eba88cce5ab","block_type":"box","text":"prices, energy supply and demand, government regulations and policies, energy production and conservation efforts,","page_number":28,"box":{"x":59,"y":505,"width":819,"height":12}},{"id":"30cf8d98-feb0-408c-885a-61ff584bb4be","block_type":"box","text":"technological change, development of alternative energy sources, and other factors that they cannot control. These","page_number":28,"box":{"x":59,"y":520,"width":810,"height":12}},{"id":"333e50e7-0399-4189-a033-9777cb3e174b","block_type":"box","text":"companies may also lack resources and have limited business lines.The energy sector is cyclical and is highly dependent on","page_number":28,"box":{"x":59,"y":535,"width":862,"height":13}},{"id":"6619b0cd-e3fb-4380-84df-d39b10dbc0e3","block_type":"box","text":"commodity prices; prices and supplies of energy may fluctuate significantly over short and long periods of time due to,","page_number":28,"box":{"x":59,"y":550,"width":831,"height":13}},{"id":"fcd69150-7e67-4fb3-a6cb-fc3d775a5d75","block_type":"box","text":"among other things, national and international political changes, Organization of Petroleum Exporting Countries (“OPEC”)","page_number":28,"box":{"x":59,"y":566,"width":856,"height":12}},{"id":"1b2ac51b-69f4-4774-85f9-9485f27dc350","block_type":"box","text":"policies, changes in relationships among OPEC members and between OPEC and oil-importing nations, the regulatory","page_number":28,"box":{"x":59,"y":581,"width":827,"height":12}},{"id":"cc472c6f-07ba-4158-9bd7-3f4e2e95a92a","block_type":"box","text":"environment, taxation policies, and the economy of the key energy-consuming countries. Commodity prices have recently","page_number":28,"box":{"x":59,"y":596,"width":856,"height":12}},{"id":"091e8c1f-6ad4-431f-b811-518f5b1868ce","block_type":"box","text":"been subject to increased volatility and declines, which may negatively affect energy-related commodities in which the Fund","page_number":28,"box":{"x":60,"y":611,"width":869,"height":12}},{"id":"00772600-f8d9-412f-bf83-a339f56c8b17","block_type":"box","text":"invests. For example, in the context of the COVID-19 outbreak and disputes among oil-producing countries regarding","page_number":28,"box":{"x":60,"y":626,"width":819,"height":12}},{"id":"73e56754-abaf-4aa4-bdb8-e5f798810862","block_type":"box","text":"potential limits on the production of crude oil, the energy sector has experienced increased volatility. In particular, significant","page_number":28,"box":{"x":59,"y":641,"width":871,"height":12}},{"id":"adbbbc52-b92a-4c14-8591-3508fafda60b","block_type":"box","text":"market volatility occurred in the crude oil markets as well as the oil futures markets, which resulted in the market price of the","page_number":28,"box":{"x":60,"y":656,"width":873,"height":13}},{"id":"7586beeb-badc-4f50-aad4-f69f504be853","block_type":"box","text":"front month futures contract falling below zero for a period of time.","page_number":28,"box":{"x":59,"y":671,"width":470,"height":13}},{"id":"3ddc6ce3-40b7-4ff1-b78b-7c33d59321ad","block_type":"box","text":"The value of securities in the energy sector and energy-related commodities may be adversely affected by terrorism, natural","page_number":28,"box":{"x":59,"y":698,"width":865,"height":12}},{"id":"cb4a5fdb-1b1b-496b-a079-3b641b34206b","block_type":"box","text":"disasters or other catastrophes. Disruptions in the oil industry or shifts in fuel consumption may significantly impact","page_number":28,"box":{"x":59,"y":713,"width":814,"height":12}},{"id":"4be3cdb7-f281-42b3-b1bd-871181c2bffe","block_type":"box","text":"companies in this sector. Significant oil and gas deposits are located in emerging markets countries where corruption and","page_number":28,"box":{"x":59,"y":728,"width":851,"height":12}},{"id":"1fafe4b8-304f-4ed8-a0f7-0baaa343c968","block_type":"box","text":"security may raise significant risks, in addition to the other risks of investing in emerging markets. Additionally, the Middle","page_number":28,"box":{"x":59,"y":743,"width":853,"height":12}},{"id":"1024a6b1-e6bb-418f-b1da-12214b3a10d3","block_type":"box","text":"East, where much of the energy sector operates, has historically and recently experienced widespread social unrest. The","page_number":28,"box":{"x":60,"y":758,"width":839,"height":13}},{"id":"6f3e5ea2-6a1b-4a63-9159-fc897a9bd171","block_type":"box","text":"energy sector is highly regulated. Entities operating in the energy sector are subject to significant regulation of nearly every","page_number":28,"box":{"x":59,"y":773,"width":861,"height":13}},{"id":"1b4248c8-c35a-417d-a8a4-bbc475dfb777","block_type":"box","text":"aspect of their operations by governmental agencies. Such regulation can change rapidly or over time in both scope and","page_number":28,"box":{"x":59,"y":788,"width":841,"height":13}},{"id":"ea9d8cc2-28a4-4389-a8c3-226a3ee9a827","block_type":"box","text":"intensity. Stricter laws, regulations or enforcement policies could be enacted in the future which would likely increase","page_number":28,"box":{"x":60,"y":804,"width":818,"height":12}},{"id":"58e00ef8-75e3-49d0-bfce-2627c817fc0a","block_type":"box","text":"compliance costs and may materially adversely affect the financial performance of companies in the energy sector and","page_number":28,"box":{"x":59,"y":819,"width":831,"height":12}},{"id":"38da0347-41bf-49ed-aafa-1c087518ad14","block_type":"box","text":"energy-related commodities.","page_number":28,"box":{"x":59,"y":834,"width":201,"height":12}},{"id":"f2a2ff1c-0a54-4a30-95a6-dd0f80131195","block_type":"box","text":"15","page_number":28,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"d3ea1fb0-0892-4f16-8c0e-b010f23082c1","block_type":"box","text":"Risk of Investing in Gold.","page_number":29,"box":{"x":60,"y":67,"width":177,"height":12}},{"id":"3e912821-c071-4213-b419-442a9cdecf58","block_type":"box","text":"The Fund’s portfolio may be adversely affected by changes or trends in the price of gold. Exposure","page_number":29,"box":{"x":245,"y":67,"width":687,"height":12}},{"id":"9993d36c-0ac4-410d-8e7c-77f1dd0654b2","block_type":"box","text":"to the gold market may subject the Fund to greater volatility than investments in traditional securities. The price of gold and","page_number":29,"box":{"x":59,"y":82,"width":867,"height":12}},{"id":"dec97f25-b49a-444d-8626-9dd85e06be01","block_type":"box","text":"of gold-related instruments historically has been volatile. Similar future market conditions may result in rapid and substantial","page_number":29,"box":{"x":59,"y":97,"width":873,"height":12}},{"id":"1f09c1c1-6b61-4da5-9c5f-a2cb49a4edab","block_type":"box","text":"valuation increases or decreases in the Fund’s holdings.","page_number":29,"box":{"x":59,"y":112,"width":388,"height":12}},{"id":"04153ea6-f73c-4f83-a537-ba1e7caa7b4a","block_type":"box","text":"Factors that may cause a change in the price of gold, include, among other things:","page_number":29,"box":{"x":60,"y":138,"width":575,"height":13}},{"id":"09740c23-d318-4119-9a89-e6ddacf9b485","block_type":"box","text":"• The strength of the U.S. dollar. Because the price of gold is generally inversely related to the value of the U.S. dollar, a","page_number":29,"box":{"x":59,"y":159,"width":846,"height":12}},{"id":"684ba40a-1380-48f6-be3a-43db9c732c22","block_type":"box","text":"stronger U.S. dollar tends to keep the price of gold lower and more controlled, while a weaker U.S. dollar is likely to drive","page_number":29,"box":{"x":92,"y":174,"width":838,"height":12}},{"id":"187f6704-42e1-4e3d-8d24-4d86c013d3f0","block_type":"box","text":"the price of gold higher. During times of economic uncertainty and when the dollar is weak, investments in gold tend to","page_number":29,"box":{"x":91,"y":189,"width":838,"height":12}},{"id":"c8f853de-d74c-4357-bd91-f0dc1d33b124","block_type":"box","text":"increase.","page_number":29,"box":{"x":92,"y":205,"width":60,"height":9}},{"id":"c441b46e-9975-414d-ac7f-a2318673e48c","block_type":"box","text":"• Large sales, including those by governments, central banks and related institutions, which own a significant portion of","page_number":29,"box":{"x":59,"y":224,"width":861,"height":12}},{"id":"06445df1-4067-4747-b37b-64a8e343fd5b","block_type":"box","text":"the aggregate world holdings in gold. If one or more of these institutions decide to sell in amounts large enough to","page_number":29,"box":{"x":91,"y":239,"width":804,"height":13}},{"id":"efc1ab9d-8c37-410e-9470-6c2b0481fc8c","block_type":"box","text":"cause a decline in world gold prices, the performance of the Fund may be adversely affected.","page_number":29,"box":{"x":92,"y":254,"width":648,"height":13}},{"id":"920b9b18-81ec-439f-815e-75752a432e57","block_type":"box","text":"• Changes in the supply and demand of goods or services of large users of gold. For example, as demand for consumer","page_number":29,"box":{"x":59,"y":274,"width":855,"height":13}},{"id":"0d55371c-18b3-402d-b294-f88f805bd424","block_type":"box","text":"goods such as jewelry and electronics increases, the price of gold can rise.","page_number":29,"box":{"x":92,"y":290,"width":518,"height":12}},{"id":"e22455c8-ff50-4c5f-9198-347bac2ed398","block_type":"box","text":"• A significant increase in gold hedging activity by gold producers. Should there be an increase in the level of hedge","page_number":29,"box":{"x":59,"y":310,"width":828,"height":12}},{"id":"13c1b21d-4d85-469a-8836-eb3a829a3112","block_type":"box","text":"activity of gold producing companies, it could cause a decline in world gold prices, negatively affecting the performance","page_number":29,"box":{"x":92,"y":325,"width":839,"height":12}},{"id":"367fb584-f99a-4b27-9e4b-35ecba8cabf4","block_type":"box","text":"of the Fund.","page_number":29,"box":{"x":92,"y":340,"width":83,"height":10}},{"id":"b1b07758-e1e2-4ee6-aa9c-36ebc2bfd802","block_type":"box","text":"• A significant change in the attitude of speculators and investors towards gold. Should the speculative community take a","page_number":29,"box":{"x":59,"y":360,"width":873,"height":12}},{"id":"89f4aaa1-d64f-4415-97dc-2188ad051347","block_type":"box","text":"negative view towards gold, it could cause a decline in world gold prices, negatively affecting the performance of the","page_number":29,"box":{"x":92,"y":375,"width":815,"height":13}},{"id":"bf951e57-841f-4307-a95e-3c376c3b66df","block_type":"box","text":"Fund.","page_number":29,"box":{"x":92,"y":390,"width":38,"height":10}},{"id":"0fceaecd-2919-4f5c-b4cd-e44f2fafcd11","block_type":"box","text":"The frequency and magnitude of such changes cannot be predicted.","page_number":29,"box":{"x":59,"y":417,"width":479,"height":12}},{"id":"b2b59f42-9446-44a4-9ebf-dab50e31629e","block_type":"box","text":"Certain factors may trigger a temporary increase in the price of gold. 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with","page_number":31,"box":{"x":92,"y":82,"width":810,"height":12}},{"id":"c0edefe0-2e63-47d1-9ca6-f014eaaa8c11","block_type":"box","text":"applicable policies, agreements with the Fund, the terms of the current registration statements and federal securities","page_number":31,"box":{"x":92,"y":97,"width":816,"height":12}},{"id":"9108cb00-18bb-43eb-aa98-f32a7c0796a5","block_type":"box","text":"laws and regulations thereunder.","page_number":31,"box":{"x":92,"y":112,"width":227,"height":12}},{"id":"8b46181e-e33b-409a-b871-4451578d9604","block_type":"box","text":"•","page_number":31,"box":{"x":59,"y":136,"width":4,"height":3}},{"id":"369af2d6-e4bf-416c-b275-e854efc23218","block_type":"box","text":"Liquidity Metrics:","page_number":31,"box":{"x":92,"y":132,"width":124,"height":12}},{"id":"ac5e8c30-67d4-4c0b-b928-5504318487eb","block_type":"box","text":"“Liquidity Metrics,” which seek to ascertain the Fund’s liquidity profile under BlackRock’s global","page_number":31,"box":{"x":222,"y":132,"width":667,"height":12}},{"id":"8f14d1bb-3667-444b-97dc-9c4c8b4a69dd","block_type":"box","text":"liquidity risk methodology, include but are not limited to: (a) disclosure regarding the number of days needed to","page_number":31,"box":{"x":92,"y":147,"width":782,"height":13}},{"id":"ff464771-1e1e-4f68-b54e-d431b76b2f1c","block_type":"box","text":"liquidate a portfolio or the portfolio’s underlying investments; and (b) the percentage of the Fund’s NAV invested in a","page_number":31,"box":{"x":92,"y":162,"width":815,"height":13}},{"id":"9671c46c-c465-4a3a-a5c7-75cc9228ea76","block_type":"box","text":"particular liquidity tier under BlackRock’s global liquidity risk methodology. The dissemination of position-level liquidity","page_number":31,"box":{"x":92,"y":177,"width":832,"height":13}},{"id":"2efe6f25-126e-4d1e-b364-bba2554c6e9b","block_type":"box","text":"metrics data and any non-public regulatory data pursuant to the Liquidity Rule (including SEC liquidity tiering) is not","page_number":31,"box":{"x":92,"y":193,"width":815,"height":12}},{"id":"7ad8d291-67c0-407e-9b17-9f51846759e4","block_type":"box","text":"permitted unless pre-approved. Disclosure of portfolio-level liquidity metrics prior to 60 calendar days after calendar","page_number":31,"box":{"x":92,"y":208,"width":814,"height":12}},{"id":"1bfdf391-2be8-4628-9bf2-22661eefae76","block_type":"box","text":"quarter-end requires a non-disclosure or confidentiality agreement and approval of the Trust’s Chief Compliance Officer.","page_number":31,"box":{"x":92,"y":223,"width":841,"height":12}},{"id":"a72214b5-1b9f-4c12-952a-63fd18046d06","block_type":"box","text":"Portfolio-level liquidity metrics disclosure subsequent to 60 calendar days after calendar quarter-end requires the","page_number":31,"box":{"x":92,"y":238,"width":792,"height":12}},{"id":"c02bf519-0851-4989-a488-b168af199c08","block_type":"box","text":"approval of portfolio management and must be disclosed to all parties requesting the information if disclosed to any","page_number":31,"box":{"x":92,"y":253,"width":814,"height":12}},{"id":"91bc3a9c-3cb0-4cd9-b61e-04208842b9c0","block_type":"box","text":"party.","page_number":31,"box":{"x":92,"y":269,"width":37,"height":12}},{"id":"62034f54-cc66-49e3-9572-ce27754019fa","block_type":"box","text":"The Trust’s Chief Compliance Officer or his delegate may authorize disclosure of portfolio holdings information pursuant to","page_number":31,"box":{"x":59,"y":295,"width":862,"height":12}},{"id":"402270fc-7e57-4519-84f6-43019beb09fe","block_type":"box","text":"the above policy and procedures, subject to restrictions on selective disclosure imposed by applicable law. The Board reviews","page_number":31,"box":{"x":59,"y":310,"width":873,"height":12}},{"id":"eee3fef2-0d74-4edc-b71d-8117733f1286","block_type":"box","text":"the policy and procedures for disclosure of portfolio holdings information at least annually.","page_number":31,"box":{"x":59,"y":325,"width":634,"height":12}},{"id":"22ed0899-4977-477b-9ec1-5bb6559989c3","block_type":"box","text":"Construction and Maintenance of the Underlying","page_number":31,"box":{"x":60,"y":356,"width":822,"height":29}},{"id":"1cf76d78-e37e-469c-86da-b7f729669527","block_type":"box","text":"Index","page_number":31,"box":{"x":62,"y":386,"width":89,"height":23}},{"id":"960f4137-24a9-443f-b125-2c3d7c0a699d","block_type":"box","text":"A description of the Fund’s Underlying Index is provided below.","page_number":31,"box":{"x":59,"y":427,"width":441,"height":12}},{"id":"87687adc-2158-440f-af6a-770414c5610f","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":31,"box":{"x":59,"y":453,"width":870,"height":13}},{"id":"89731b2f-0296-4ee7-81a5-6a0ca1c5b88e","block_type":"box","text":"index provider regarding their business interest in licensing an index to track a particular market segment and conveyed","page_number":31,"box":{"x":60,"y":468,"width":837,"height":13}},{"id":"cac1e0f5-51e9-422b-97d8-e17c230eaa70","block_type":"box","text":"investment concepts and strategies that could be considered for the index. The index provider designed and constituted such","page_number":31,"box":{"x":60,"y":484,"width":877,"height":12}},{"id":"c471b694-aec8-4499-b948-56a85f70c859","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":31,"box":{"x":60,"y":499,"width":870,"height":12}},{"id":"e12b07fa-3f33-49e0-9e51-c31447067326","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":31,"box":{"x":60,"y":514,"width":868,"height":12}},{"id":"24fa7266-7031-4818-8a06-97b182949baa","block_type":"box","text":"instruments in such underlying index, the rebalance protocols of the underlying index, the weightings of the securities and","page_number":31,"box":{"x":60,"y":529,"width":857,"height":12}},{"id":"1ff9aaf2-6060-4dae-9c54-0ee6683e7342","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":31,"box":{"x":59,"y":544,"width":864,"height":12}},{"id":"27996211-1d57-4b97-a3d7-dfc463a87690","block_type":"box","text":"also provide input relating to possible methodology changes of such underlying index pursuant to the index provider’s","page_number":31,"box":{"x":59,"y":559,"width":829,"height":13}},{"id":"e8587954-cf62-4584-83fd-8e76f0702f74","block_type":"box","text":"consultation process or pursuant to other communications with the index provider.","page_number":31,"box":{"x":59,"y":574,"width":583,"height":13}},{"id":"c6be12fe-82b1-46ed-9c47-f5156d6eccae","block_type":"box","text":"The Bloomberg Roll Select Commodity Total Return Index","page_number":31,"box":{"x":58,"y":601,"width":417,"height":12}},{"id":"e939aa01-d5d9-49a8-836c-f39b7bb6196c","block_type":"box","text":"Number of Components: approximately 25","page_number":31,"box":{"x":60,"y":627,"width":308,"height":13}},{"id":"71e74edf-6ef8-470a-9af2-6ee25dd70913","block_type":"box","text":"The Bloomberg Roll Select Commodity Total Return Index is a variation of the Bloomberg Commodity Index and seeks to","page_number":31,"box":{"x":59,"y":654,"width":844,"height":12}},{"id":"64d22758-01f5-452f-be8d-cc94e3bac18e","block_type":"box","text":"mitigate the effects of contango market structure on index performance. The Index consists of 25 futures contracts across","page_number":31,"box":{"x":60,"y":669,"width":856,"height":12}},{"id":"35ad82ed-4039-4963-840b-4f53256fbefd","block_type":"box","text":"23 physical agricultural, energy, precious metals and industrial metals commodities. The Index is rebalanced annually in","page_number":31,"box":{"x":59,"y":684,"width":837,"height":12}},{"id":"e77d8aa6-ba1a-4b43-b81b-eef74b64a189","block_type":"box","text":"January providing a broad-based exposure to commodities as an asset class by using liquidity and world production factors,","page_number":31,"box":{"x":58,"y":699,"width":867,"height":12}},{"id":"1ecdfcc4-c6d8-423a-a32f-560695de116b","block_type":"box","text":"along with the following diversification rules:","page_number":31,"box":{"x":59,"y":714,"width":313,"height":13}},{"id":"5f3099be-fac4-4f82-a283-3c438fc0643e","block_type":"box","text":"• No single commodity (","page_number":31,"box":{"x":92,"y":734,"width":191,"height":13}},{"id":"438c1871-d62b-4059-b2c9-30fa3ceb6a80","block_type":"box","text":"e.g.","page_number":31,"box":{"x":285,"y":737,"width":22,"height":10}},{"id":"38097b9c-afea-4cc0-b5c8-161ccba718b4","block_type":"box","text":", natural gas, silver) may constitute more than 15% of the Index;","page_number":31,"box":{"x":310,"y":734,"width":448,"height":13}},{"id":"62e8250c-6dad-449d-af1d-515fbd5f53b0","block_type":"box","text":"• No single commodity, together with its derivatives","page_number":31,"box":{"x":92,"y":754,"width":383,"height":13}},{"id":"be85ec79-f81a-45c8-82b4-c3c30be01e2f","block_type":"box","text":"(e.g","page_number":31,"box":{"x":480,"y":754,"width":26,"height":13}},{"id":"96422e68-ed74-458b-b4f6-4c2add86aec2","block_type":"box","text":"., WTI crude oil and Brent crude oil, together with ULS diesel,","page_number":31,"box":{"x":507,"y":754,"width":423,"height":13}},{"id":"74091a7c-28af-448b-96c4-2fa9056c2be8","block_type":"box","text":"Unleaded gas, and Low Sulphur Gas Oil ), may constitute more than 25% of the Index;","page_number":31,"box":{"x":125,"y":770,"width":604,"height":12}},{"id":"0327f6cc-96eb-47bb-a268-3cdb7cd31636","block_type":"box","text":"• No related group of commodities (","page_number":31,"box":{"x":92,"y":790,"width":274,"height":12}},{"id":"c9c96f21-7562-467a-94b0-8e64e874fa26","block_type":"box","text":"e.g","page_number":31,"box":{"x":367,"y":793,"width":20,"height":9}},{"id":"d824278d-1463-4317-9c2e-d62e9de1a83e","block_type":"box","text":"., energy, precious metals, livestock or grains) may constitute more than 33%","page_number":31,"box":{"x":389,"y":790,"width":539,"height":12}},{"id":"d356e7a1-575d-4585-bcbf-e5532983e424","block_type":"box","text":"of the Index;","page_number":31,"box":{"x":124,"y":805,"width":87,"height":11}},{"id":"83c3b138-b24d-4f29-a004-95d036ad470d","block_type":"box","text":"• No single commodity (","page_number":31,"box":{"x":92,"y":825,"width":191,"height":12}},{"id":"21d62390-a269-4196-859b-6f2a40c91138","block_type":"box","text":"e.g.","page_number":31,"box":{"x":285,"y":828,"width":22,"height":9}},{"id":"0efcd144-00d1-4358-9a09-672e3111c229","block_type":"box","text":", natural gas, silver) may constitute less than 2% of the Index as liquidity allows.","page_number":31,"box":{"x":310,"y":825,"width":557,"height":12}},{"id":"df9ee34d-b00b-4f2a-ae65-cce95cac4acc","block_type":"box","text":"18","page_number":31,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"fb842f29-dca3-4270-b0b2-37df5fb6ceb0","block_type":"box","text":"The Index maintains a long position for each commodity futures contract. On a monthly basis, the Index rolls into a futures","page_number":32,"box":{"x":59,"y":67,"width":862,"height":12}},{"id":"b1744766-31a5-4051-884e-4b1e1b6ed974","block_type":"box","text":"contract showing the most backwardation, or least amount of contango, selecting from those eligible contracts with 9","page_number":32,"box":{"x":59,"y":82,"width":829,"height":12}},{"id":"d8640c0a-213f-46ab-a10f-c4aeeedc727e","block_type":"box","text":"months or fewer until expiration. The Index rolls over 5 business days at 20%, from the 6th to 10th Bloomberg Commodity","page_number":32,"box":{"x":60,"y":97,"width":858,"height":12}},{"id":"6e1e6e8a-a27d-4fc8-b85f-314af1dff384","block_type":"box","text":"Index Business Day.","page_number":32,"box":{"x":60,"y":112,"width":135,"height":12}},{"id":"2fa0b612-7090-4fcf-9a13-49383b917e77","block_type":"box","text":"Investment Policies","page_number":32,"box":{"x":62,"y":143,"width":318,"height":23}},{"id":"ceb2db92-fefb-4faa-82e3-6f3ef95f5531","block_type":"box","text":"The Board has adopted as fundamental policies the following numbered investment policies, which cannot be changed","page_number":32,"box":{"x":59,"y":177,"width":834,"height":13}},{"id":"ee78d28d-9b0c-4968-bbd3-927230fd700a","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":32,"box":{"x":59,"y":193,"width":835,"height":12}},{"id":"37457601-d99f-45d8-ac97-9a9951a0c767","block_type":"box","text":"outstanding voting securities of the Fund is defined in the Investment Company Act as the lesser of (i) 67% or more of the","page_number":32,"box":{"x":59,"y":208,"width":856,"height":12}},{"id":"9ed594b4-d6dc-4234-b7a0-7bd9143f1190","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":32,"box":{"x":59,"y":223,"width":855,"height":12}},{"id":"293f7d40-7709-4d4b-9f51-14979fd9e039","block_type":"box","text":"the Fund are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund. The","page_number":32,"box":{"x":59,"y":238,"width":846,"height":12}},{"id":"4da8d065-1007-483f-90fc-b9226d621838","block_type":"box","text":"Fund has also adopted certain non-fundamental investment policies, including its investment objective. Non-fundamental","page_number":32,"box":{"x":60,"y":253,"width":853,"height":12}},{"id":"c9f0c6a1-4e09-4a32-baf1-33784947bcda","block_type":"box","text":"investment policies may be changed by the Board without shareholder approval. Therefore, the Fund may change its","page_number":32,"box":{"x":60,"y":268,"width":813,"height":13}},{"id":"dc8530ff-02c2-4309-811e-b7f69ee01532","block_type":"box","text":"investment objective without shareholder approval.","page_number":32,"box":{"x":60,"y":283,"width":357,"height":13}},{"id":"53cb6113-65a8-4308-8f94-b6bf51021b68","block_type":"box","text":"Fundamental Investment Policies","page_number":32,"box":{"x":60,"y":310,"width":237,"height":9}},{"id":"b1bba475-b859-4b0a-8311-e8b66dc1fc42","block_type":"box","text":"The Fund may not:","page_number":32,"box":{"x":59,"y":330,"width":131,"height":12}},{"id":"10da650d-e2ae-403a-bd86-769e125c3bc0","block_type":"box","text":"1. Concentrate its investments in a particular industry, as that term is used in the Investment Company Act.","page_number":32,"box":{"x":61,"y":350,"width":769,"height":12}},{"id":"99be21dc-4c62-4abf-8cb5-6deb821e3a96","block_type":"box","text":"2. Borrow money, except as permitted under the Investment Company Act.","page_number":32,"box":{"x":59,"y":370,"width":545,"height":13}},{"id":"876ef540-b377-4a87-8c2f-da9e456b807c","block_type":"box","text":"3. Issue senior securities to the extent such issuance would violate the Investment Company Act.","page_number":32,"box":{"x":59,"y":390,"width":699,"height":13}},{"id":"6a968868-6afa-464c-92ab-f78f753d9be0","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":59,"y":411,"width":861,"height":12}},{"id":"c034f03b-5016-4cdb-90e3-12a3ee24bf68","block_type":"box","text":"by, or linked to, real estate or interests therein, securities of real estate investment trusts, mortgage-related securities","page_number":32,"box":{"x":99,"y":426,"width":814,"height":12}},{"id":"4dc8b842-62de-40fc-b376-ce159924dccc","block_type":"box","text":"and securities of issuers engaged in the real estate business, and the Fund may purchase and hold real estate as a result","page_number":32,"box":{"x":98,"y":441,"width":840,"height":12}},{"id":"6b1efc23-e24a-4f9c-8fe5-31a968810534","block_type":"box","text":"of the ownership of securities or other instruments.","page_number":32,"box":{"x":98,"y":456,"width":360,"height":12}},{"id":"ff360dbf-5cc5-49e8-bc9d-1a7dd2379931","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":59,"y":476,"width":840,"height":12}},{"id":"5c778d5a-0046-44d5-9baa-ddb5dd365496","block_type":"box","text":"deemed to be an underwriting or as otherwise permitted by applicable law.","page_number":32,"box":{"x":98,"y":491,"width":524,"height":13}},{"id":"f8035ce2-60bc-4ae2-ac95-39ed2cdf044e","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":59,"y":511,"width":799,"height":13}},{"id":"8abaaea3-9996-4a61-bac5-36253aba639f","block_type":"box","text":"7. Make loans to the extent prohibited by the Investment Company Act.","page_number":32,"box":{"x":59,"y":531,"width":521,"height":13}},{"id":"ba79726d-8145-4542-8d19-3a75d2e44a4b","block_type":"box","text":"Notations Regarding the Fund’s Fundamental Investment Policies","page_number":32,"box":{"x":59,"y":558,"width":475,"height":12}},{"id":"d3027aef-fef1-4c12-b4ac-3d328d7444dc","block_type":"box","text":"The following notations are not considered to be part of the Fund’s fundamental investment policies and are subject to","page_number":32,"box":{"x":59,"y":584,"width":832,"height":13}},{"id":"c1799245-f878-4660-b5b2-1b74a2dde4ba","block_type":"box","text":"change without shareholder approval.","page_number":32,"box":{"x":59,"y":600,"width":265,"height":12}},{"id":"8966d569-5bea-4661-9aaf-e34da6b063db","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":59,"y":626,"width":853,"height":12}},{"id":"2b42985b-89bc-44e5-b26e-69daf249b59e","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":60,"y":641,"width":854,"height":12}},{"id":"738073ff-441a-4a33-b390-cc66924b7f62","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":60,"y":656,"width":840,"height":13}},{"id":"316beaf9-cdcf-4140-b6eb-c8a6fa0df0c9","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":60,"y":671,"width":877,"height":13}},{"id":"4762eb4e-5049-4e34-837d-c69c33415dc8","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":60,"y":686,"width":856,"height":13}},{"id":"17a694b9-32bd-4c93-bbb2-820c3d28f68c","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":59,"y":702,"width":860,"height":12}},{"id":"ab0c9d79-973b-4911-8938-2c1500978c9e","block_type":"box","text":"instrumentalities; securities of state, territory, possession or municipal governments and their authorities, agencies,","page_number":32,"box":{"x":60,"y":717,"width":805,"height":12}},{"id":"5cd7963f-a024-473d-9f79-4a8fad3f9c79","block_type":"box","text":"instrumentalities or political subdivisions; and repurchase agreements collateralized by any such obligations. Accordingly,","page_number":32,"box":{"x":60,"y":732,"width":847,"height":12}},{"id":"b93f574a-5e21-4624-9d63-98e36a46daef","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":60,"y":747,"width":820,"height":12}},{"id":"fce94ea3-273b-4fbf-aace-25c4529ac093","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":60,"y":762,"width":809,"height":12}},{"id":"d72cfeca-08a2-4e87-895b-d5cf28d0fe28","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":60,"y":777,"width":815,"height":13}},{"id":"e03afb73-f22a-4fb4-aafd-0a3ad478e70e","block_type":"box","text":"government will be considered to be a member of a separate industry. Additionally, the policy will be interpreted to not","page_number":32,"box":{"x":59,"y":792,"width":830,"height":13}},{"id":"8970fd42-7279-4732-a278-f7fc5034722f","block_type":"box","text":"classify commodities as an industry. With respect to the Fund’s industry classifications, the Fund currently utilizes any one or","page_number":32,"box":{"x":59,"y":807,"width":873,"height":13}},{"id":"6c4adaa2-799a-4ad2-b38a-328c61294672","block_type":"box","text":"more of the industry sub-classifications used by one or more widely recognized market indexes or rating group indexes,","page_number":32,"box":{"x":60,"y":823,"width":836,"height":12}},{"id":"b02349c0-3e67-4999-9d74-c32c1fec6cac","block_type":"box","text":"and/or as defined by Fund management. The policy also will be interpreted to give broad authority to the Fund as to how to","page_number":32,"box":{"x":59,"y":838,"width":868,"height":12}},{"id":"78447a70-7393-4396-b656-6748294f5887","block_type":"box","text":"classify issuers within or among industries.","page_number":32,"box":{"x":59,"y":853,"width":300,"height":12}},{"id":"9915f9c5-0f9c-46c6-9d4f-628591b8040f","block_type":"box","text":"19","page_number":32,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"84da827c-813c-4a9d-97a9-4c5d4de5d72e","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":33,"box":{"x":59,"y":67,"width":843,"height":12}},{"id":"61bfed91-6fe0-436b-b970-fae7fd32dd0e","block_type":"box","text":"permits the Fund to borrow money in amounts of up to one-third of the Fund’s total assets from banks for any purpose, and","page_number":33,"box":{"x":59,"y":82,"width":871,"height":12}},{"id":"7a4b9409-9bca-497c-8ea5-f06def80139a","block_type":"box","text":"to borrow up to 5% of the Fund’s total assets from banks or other lenders for temporary purposes. (The Fund’s total assets","page_number":33,"box":{"x":59,"y":97,"width":863,"height":12}},{"id":"946b8900-140e-4bea-ad12-cd1332a297ce","block_type":"box","text":"include the amounts being borrowed.) To limit the risks attendant to borrowing, the Investment Company Act requires the","page_number":33,"box":{"x":60,"y":112,"width":855,"height":12}},{"id":"beb16f09-a2df-4034-a6d5-8a2179afd25a","block_type":"box","text":"Fund to maintain at all times an “asset coverage” of at least 300% of the amount of its borrowings. Asset coverage means","page_number":33,"box":{"x":60,"y":127,"width":854,"height":12}},{"id":"26f40a4f-0598-43be-99e7-eeebc4bf0c93","block_type":"box","text":"the ratio that the value of the Fund’s total assets (including amounts borrowed), minus liabilities other than borrowings,","page_number":33,"box":{"x":59,"y":142,"width":840,"height":13}},{"id":"0ee405fd-5335-4af4-9ee9-42fa1e1b4a3e","block_type":"box","text":"bears to the aggregate amount of all borrowings. Borrowing money to increase portfolio holdings is known as “leveraging.”","page_number":33,"box":{"x":60,"y":157,"width":862,"height":13}},{"id":"45cae446-eea6-4096-a766-a66683d684f5","block_type":"box","text":"Certain trading practices and investments, such as reverse repurchase agreements, may be considered to be borrowings or","page_number":33,"box":{"x":59,"y":172,"width":860,"height":13}},{"id":"71a55188-54f1-4761-89cc-0672eb5602b3","block_type":"box","text":"involve leverage and thus are subject to the Investment Company Act restrictions. In accordance with Rule 18f-4 under the","page_number":33,"box":{"x":60,"y":188,"width":857,"height":12}},{"id":"37030d00-d147-4230-b2dd-a4b63cfa2472","block_type":"box","text":"Investment Company Act, when the Fund engages in reverse repurchase agreements and similar financing transactions, the","page_number":33,"box":{"x":60,"y":203,"width":867,"height":12}},{"id":"d44be8e3-f3ce-49b4-9835-664310149bac","block_type":"box","text":"Fund may either (i) maintain asset coverage of at least 300% with respect to such transactions and any other borrowings in","page_number":33,"box":{"x":60,"y":218,"width":865,"height":12}},{"id":"0bb62770-cb21-4607-94b9-1f5e9d793ac3","block_type":"box","text":"the aggregate, or (ii) treat such transactions as “derivatives transactions” and comply with Rule 18f-4 with respect to such","page_number":33,"box":{"x":59,"y":233,"width":855,"height":12}},{"id":"b0304537-9853-49c2-96fb-960b9952bfa7","block_type":"box","text":"transactions. Short-term credits necessary for the settlement of securities transactions and arrangements with respect to","page_number":33,"box":{"x":59,"y":248,"width":848,"height":12}},{"id":"06a3cc05-2d63-44a2-a363-9ccd83b6bb8b","block_type":"box","text":"securities lending will not be considered to be borrowings under the policy. Practices and investments that may involve","page_number":33,"box":{"x":59,"y":263,"width":831,"height":12}},{"id":"58d702a7-0a06-439a-85e3-146c5dbf6fec","block_type":"box","text":"leverage but are not considered to be borrowings are not subject to the policy.","page_number":33,"box":{"x":60,"y":278,"width":545,"height":13}},{"id":"d2893ec8-2be6-4a6f-8b71-da7b27aa6adb","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":33,"box":{"x":59,"y":305,"width":874,"height":12}},{"id":"04bce821-a9e9-4edd-9ea5-485e7c2513d0","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":33,"box":{"x":59,"y":320,"width":876,"height":12}},{"id":"7b7da4c8-2980-4051-bba6-139088fb8f29","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":33,"box":{"x":59,"y":335,"width":877,"height":12}},{"id":"31e442ca-307e-46d3-885c-be273ed1a000","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":59,"y":350,"width":789,"height":12}},{"id":"12849624-cede-4020-ae0d-9ddfb6d5c66d","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":59,"y":365,"width":814,"height":12}},{"id":"3359899c-726f-40da-b5df-5dcefa57b7d4","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":59,"y":380,"width":847,"height":13}},{"id":"049b4ec2-d9d7-4538-9ee8-e19760452f00","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":59,"y":395,"width":855,"height":13}},{"id":"52c8c700-c469-43d9-b5d9-4e3c3a7194b1","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":60,"y":411,"width":821,"height":12}},{"id":"35bbe6e4-3e5b-42ba-82e6-3cdd81cc617d","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":60,"y":426,"width":836,"height":12}},{"id":"73704e0f-d16b-4937-9026-80d492390ba1","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":60,"y":441,"width":829,"height":12}},{"id":"c378e549-ea68-4c05-9f63-14097969f232","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":60,"y":456,"width":860,"height":12}},{"id":"11f9e293-3c03-46ba-a0a4-e7e81cd1837b","block_type":"box","text":"law.","page_number":33,"box":{"x":60,"y":471,"width":25,"height":10}},{"id":"0b364441-1ca9-4cc7-bebe-4c98c959adce","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":59,"y":497,"width":835,"height":13}},{"id":"fede0d66-8db9-4988-b305-d63beb002346","block_type":"box","text":"prohibit the Fund from making loans (including lending its securities); however, SEC staff interpretations currently prohibit","page_number":33,"box":{"x":59,"y":513,"width":856,"height":12}},{"id":"76a05ea7-0a38-4700-b042-3827a0c910f9","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":59,"y":528,"width":878,"height":12}},{"id":"b998e7a9-7456-4bfa-ab7a-8a63c9654fe9","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":59,"y":543,"width":861,"height":12}},{"id":"d4f4bc8b-9830-416e-8386-e28969549f31","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":59,"y":558,"width":842,"height":12}},{"id":"a3372efa-5128-4c14-ac48-f7f3f28bb85b","block_type":"box","text":"securities transactions, will not be considered loans.","page_number":33,"box":{"x":59,"y":573,"width":363,"height":11}},{"id":"4f38f78b-7d04-4c1e-a685-6d4dff05b0f0","block_type":"box","text":"Non-Fundamental Investment Policies of the Fund","page_number":33,"box":{"x":60,"y":600,"width":360,"height":9}},{"id":"c51bb210-bb73-4a57-a250-bb03525dd6f8","block_type":"box","text":"Under its non-fundamental investment restrictions, which may be changed by the Board without shareholder approval, the","page_number":33,"box":{"x":60,"y":626,"width":859,"height":12}},{"id":"8cd6605d-cdf6-46c0-9133-75a1f9f5cae9","block_type":"box","text":"Fund may not:","page_number":33,"box":{"x":60,"y":641,"width":99,"height":12}},{"id":"708b8063-b823-4607-97bc-5be744f533dc","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":61,"y":661,"width":840,"height":13}},{"id":"0deb8139-495b-43aa-b66c-229a4fca3317","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":98,"y":676,"width":800,"height":13}},{"id":"8e4e9987-9d3f-4555-8c5f-f24b4ed2b749","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":98,"y":691,"width":786,"height":13}},{"id":"0bc307b9-d3eb-457f-baae-98fcaf24635c","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":100,"y":707,"width":773,"height":12}},{"id":"27794763-df61-45db-92ad-46103baabc0c","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":99,"y":722,"width":793,"height":12}},{"id":"d5ef632a-e102-4c72-869b-02a5c95ade2b","block_type":"box","text":"modified or otherwise permitted by regulatory authority having jurisdiction, from time to time.","page_number":33,"box":{"x":99,"y":737,"width":659,"height":12}},{"id":"b23ca251-d41e-48d1-9c2c-3e3dcaea54ca","block_type":"box","text":"2. In accordance with Rule 35d-1 under the 1940 Act, under normal circumstances, invest less than 80% of its net assets,","page_number":33,"box":{"x":59,"y":757,"width":870,"height":11}},{"id":"d64c0ae0-7716-48e6-af55-bfaa71ac3d13","block_type":"box","text":"plus the amount of any borrowings for investment purposes, in components of its Underlying Index.","page_number":33,"box":{"x":98,"y":772,"width":701,"height":12}},{"id":"5668e807-2932-4608-a3fd-4fe7da552838","block_type":"box","text":"With respect to (2) above, investments in derivatives and other investments will be counted toward the Fund’s 80%","page_number":33,"box":{"x":59,"y":799,"width":808,"height":12}},{"id":"deeca9f5-04b0-4cb2-8c24-19756065507a","block_type":"box","text":"investment policy to the extent that they provide exposure to the components of its Underlying Index or exposure to one or","page_number":33,"box":{"x":60,"y":814,"width":864,"height":12}},{"id":"9d277708-0b85-4486-9dc2-fc71b928c557","block_type":"box","text":"more market risk factors associated with such components. The Fund’s 80% investment policy may be changed by the Board","page_number":33,"box":{"x":60,"y":829,"width":877,"height":12}},{"id":"3c7ae4ce-a67d-40d3-a143-6e8fa324753f","block_type":"box","text":"upon 60 days’ notice to shareholders.","page_number":33,"box":{"x":60,"y":844,"width":261,"height":12}},{"id":"28cdf190-5d0a-4e6a-bb4b-cfc9049f9402","block_type":"box","text":"Notations Regarding the Fund’s Fundamental and Non-Fundamental Investment Policies","page_number":33,"box":{"x":59,"y":870,"width":644,"height":13}},{"id":"0e5dfba7-f68b-4afa-837a-495e31292e55","block_type":"box","text":"20","page_number":33,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"120c7c1c-63d0-40e3-8c54-9944409240de","block_type":"box","text":"Unless otherwise indicated, all limitations under the Fund’s fundamental or non-fundamental investment restrictions apply","page_number":34,"box":{"x":60,"y":67,"width":860,"height":12}},{"id":"46d63b0a-8d9c-45a6-815e-15bc387c0f3a","block_type":"box","text":"only at the time that a transaction is undertaken. Any change in the percentage of the Fund’s assets invested in certain","page_number":34,"box":{"x":59,"y":82,"width":830,"height":12}},{"id":"d6afdd39-0892-4120-853e-169920c0add3","block_type":"box","text":"securities or other instruments resulting from market fluctuations or other changes in the Fund’s total assets will not require","page_number":34,"box":{"x":59,"y":97,"width":871,"height":12}},{"id":"71a3cbab-fd5f-4979-9e88-bbe26b903471","block_type":"box","text":"the Fund to dispose of an investment.","page_number":34,"box":{"x":59,"y":112,"width":263,"height":12}},{"id":"ec06e4f3-47f7-4270-9357-9102e62cd9c4","block_type":"box","text":"Continuous Offering","page_number":34,"box":{"x":60,"y":143,"width":339,"height":29}},{"id":"c0b4c998-5f22-415c-84d8-f28b17cf7d8f","block_type":"box","text":"The method by which Creation Units are created and traded may raise certain issues under applicable securities laws.","page_number":34,"box":{"x":59,"y":184,"width":820,"height":12}},{"id":"6cf6d517-714a-47dc-a276-a93dba52ac41","block_type":"box","text":"Because new Creation Units are issued and sold by the Fund on an ongoing basis, at any point a “distribution,” as such term","page_number":34,"box":{"x":60,"y":199,"width":865,"height":12}},{"id":"7b673725-953a-4fab-bff0-91f571d69a48","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":34,"box":{"x":60,"y":214,"width":849,"height":12}},{"id":"1e335963-485a-441c-a4a1-680cf1c7a106","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":34,"box":{"x":59,"y":229,"width":849,"height":12}},{"id":"9ac5ece8-830c-4600-85f1-91fd93914fa8","block_type":"box","text":"them statutory underwriters and subject them to the prospectus delivery requirement and liability provisions of the 1933 Act.","page_number":34,"box":{"x":59,"y":244,"width":877,"height":13}},{"id":"3fd37be9-3417-4b93-82a8-11174d111084","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":34,"box":{"x":60,"y":271,"width":860,"height":12}},{"id":"312bab79-81cb-4dbe-b523-69b23a202b9f","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":34,"box":{"x":59,"y":286,"width":853,"height":12}},{"id":"8fe2ecf0-f1a0-40c0-b246-8aaa12ccbc24","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":34,"box":{"x":59,"y":301,"width":868,"height":12}},{"id":"3b149e3a-c153-4f7b-bf9e-49667512ce40","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":34,"box":{"x":59,"y":316,"width":862,"height":12}},{"id":"4d7282ab-262d-4a68-a936-4507c168cf11","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":34,"box":{"x":59,"y":331,"width":861,"height":13}},{"id":"1339dc63-80b3-4e0d-ab60-8e1cc2996a49","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":34,"box":{"x":60,"y":346,"width":861,"height":13}},{"id":"69335375-6dbe-40c7-ada2-28c881cb6cc8","block_type":"box","text":"an underwriter.","page_number":34,"box":{"x":59,"y":361,"width":106,"height":10}},{"id":"391bff01-7adb-4005-965b-6daddab79766","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":60,"y":388,"width":817,"height":12}},{"id":"f7c1ce78-d5ae-475a-877c-c63687d870b6","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":59,"y":403,"width":858,"height":12}},{"id":"f7afab7c-0e94-4127-8124-883007a5b395","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":59,"y":418,"width":876,"height":12}},{"id":"a6468f2a-d91d-42f0-8541-09cccb13155d","block_type":"box","text":"Section 24(d) of the 1940 Act. Firms that incur a prospectus delivery obligation with respect to shares of the Fund are","page_number":34,"box":{"x":59,"y":433,"width":823,"height":13}},{"id":"8f5bf62b-6110-4fa3-9023-43be999c8ed6","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":60,"y":448,"width":864,"height":13}},{"id":"0dc89903-acca-4b67-86db-bf8f1ae8c28a","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":59,"y":463,"width":874,"height":13}},{"id":"cc5c8d83-06a0-41b9-bb4b-e83b9a5438f9","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":59,"y":479,"width":845,"height":12}},{"id":"3c72fe77-a0a3-469c-9a09-3bc644541941","block_type":"box","text":"available only with respect to transactions on an exchange.","page_number":34,"box":{"x":59,"y":494,"width":413,"height":12}},{"id":"b9db7492-ed1c-4bc4-9944-411239ea2d49","block_type":"box","text":"Management","page_number":34,"box":{"x":61,"y":526,"width":224,"height":28}},{"id":"653d373e-e5e9-4c5d-a73f-c7e2dfe9a305","block_type":"box","text":"Trustees and Officers.","page_number":34,"box":{"x":58,"y":566,"width":158,"height":9}},{"id":"120a22d5-25a3-4de8-a913-124663ba8baa","block_type":"box","text":"The Board has responsibility for the overall management and operations of the Fund, including","page_number":34,"box":{"x":225,"y":566,"width":662,"height":12}},{"id":"22c99b10-c15d-46a0-b06a-1f4d6c8881bd","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":59,"y":581,"width":875,"height":12}},{"id":"7435e9b0-313f-45df-9b69-0bf201ff639d","block_type":"box","text":"removed, dies, retires or becomes incapacitated. The President, Chief Compliance Officer, Treasurer and Secretary shall each","page_number":34,"box":{"x":60,"y":596,"width":866,"height":12}},{"id":"ad438bb9-098f-4128-9706-11de90937e05","block_type":"box","text":"hold office until their successors are chosen and qualify, and all other officers shall hold office until he or she resigns or is","page_number":34,"box":{"x":60,"y":611,"width":844,"height":12}},{"id":"a188424a-8432-4574-8177-57777e9638e4","block_type":"box","text":"removed. Trustees who are not “interested persons” (as defined in the 1940 Act) of the Trust are referred to as independent","page_number":34,"box":{"x":60,"y":626,"width":866,"height":12}},{"id":"e2c63e41-e678-4c38-8924-abf823f16bc1","block_type":"box","text":"trustees (“Independent Trustees”).","page_number":34,"box":{"x":59,"y":641,"width":242,"height":12}},{"id":"a937a481-6f39-4645-9a55-ff6f59585c9f","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":59,"y":668,"width":867,"height":12}},{"id":"44750216-b8aa-4e3a-a5fd-7f3900b0abdb","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":60,"y":683,"width":857,"height":12}},{"id":"fc586da3-dcd2-4f1d-8e39-bace4aec4a66","block_type":"box","text":"Complex”). The Fund is included in the iShares Complex, which includes iShares Trust, iShares U.S. ETF Trust, and iShares,","page_number":34,"box":{"x":59,"y":698,"width":855,"height":12}},{"id":"d29789a9-af4a-47b4-b38c-e5f22cd44cfe","block_type":"box","text":"Inc. Each Trustee also serves as a Director of iShares, Inc. and a Trustee of iShares Trust, and, as a result, oversees all of the","page_number":34,"box":{"x":60,"y":713,"width":857,"height":11}},{"id":"e3256852-4cf6-4a44-aa6a-d107f82ea210","block_type":"box","text":"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":59,"y":728,"width":827,"height":12}},{"id":"50c9af19-33f6-4858-81c2-e06734c9217d","block_type":"box","text":"Cohen, Robert S. 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(since 2020).","page_number":38,"box":{"x":676,"y":447,"width":118,"height":12}},{"id":"c7705d91-04bb-4209-a3d1-0fd837b65f5d","block_type":"box","text":"Elise Terry","page_number":38,"box":{"x":60,"y":467,"width":70,"height":13}},{"id":"53d80d58-487b-4052-b686-4c26eaf444fd","block_type":"box","text":"(1977)","page_number":38,"box":{"x":60,"y":482,"width":44,"height":13}},{"id":"7571aeb8-d6c9-4fe1-a154-3c2e63f763a5","block_type":"box","text":"Executive Vice","page_number":38,"box":{"x":368,"y":468,"width":99,"height":9}},{"id":"0f67cf25-307f-4c1f-b811-57859cb0bb6d","block_type":"box","text":"President (since","page_number":38,"box":{"x":368,"y":482,"width":110,"height":13}},{"id":"ab4fca2e-0730-4201-b726-343a57282b12","block_type":"box","text":"2025).","page_number":38,"box":{"x":368,"y":497,"width":43,"height":13}},{"id":"982389ea-2df1-4faf-a022-7ec57ff4760d","block_type":"box","text":"Managing Director of BlackRock, Inc.","page_number":38,"box":{"x":676,"y":467,"width":258,"height":13}},{"id":"c6a2dee6-eb43-42cd-95f1-fa20cc539c94","block_type":"box","text":"(since 2016); Head of U.S. iShares","page_number":38,"box":{"x":676,"y":482,"width":234,"height":13}},{"id":"a21a18bf-798d-4a11-9e50-f43053c01507","block_type":"box","text":"(since 2024); Co-Head of Distribution","page_number":38,"box":{"x":676,"y":497,"width":260,"height":13}},{"id":"8de365e0-d10b-47f2-b3a6-b99d64f10be8","block_type":"box","text":"for U.S. Wealth Advisory (2023-2024);","page_number":38,"box":{"x":675,"y":513,"width":263,"height":12}},{"id":"1eb7294e-001a-4ef7-a40e-983f9cdc8bd5","block_type":"box","text":"National Sales Manager, Wirehouse","page_number":38,"box":{"x":676,"y":528,"width":246,"height":12}},{"id":"b6f16cca-a52e-436b-92d4-f0e65ff71ac9","block_type":"box","text":"Channel (2020-2023).","page_number":38,"box":{"x":676,"y":543,"width":151,"height":12}},{"id":"2038b1c6-97aa-4e1b-80ec-3c64b2da0a8f","block_type":"box","text":"Daniel Prince","page_number":38,"box":{"x":60,"y":563,"width":90,"height":10}},{"id":"25fb11f9-854f-444d-a559-402438c24b21","block_type":"box","text":"(1981)","page_number":38,"box":{"x":60,"y":578,"width":44,"height":12}},{"id":"bff6e9a6-0e7a-43d5-8ce3-8a8320f5d6f2","block_type":"box","text":"Executive Vice","page_number":38,"box":{"x":368,"y":564,"width":99,"height":9}},{"id":"bd6342c2-62a8-4f24-a6a2-15c62dde42c3","block_type":"box","text":"President (since","page_number":38,"box":{"x":368,"y":578,"width":110,"height":12}},{"id":"d5514f93-fddd-4e3e-9ca4-36af784a2608","block_type":"box","text":"2025).","page_number":38,"box":{"x":368,"y":593,"width":43,"height":13}},{"id":"19de4dbf-062b-43bd-b56b-a918cfa13efb","block_type":"box","text":"Managing Director of BlackRock, Inc.","page_number":38,"box":{"x":676,"y":563,"width":258,"height":12}},{"id":"62bc71c8-0e2d-4e87-a1db-41c074c539ad","block_type":"box","text":"(since 2023); Director of BlackRock,","page_number":38,"box":{"x":676,"y":578,"width":248,"height":12}},{"id":"585dc2d1-2f68-43b4-a694-283cafface05","block_type":"box","text":"Inc. (2015-2022); Head of U.S.","page_number":38,"box":{"x":676,"y":593,"width":208,"height":13}},{"id":"2c5f36db-2d23-45a5-8866-6ff484ce9393","block_type":"box","text":"iShares Product (since 2025); Head","page_number":38,"box":{"x":676,"y":608,"width":245,"height":13}},{"id":"14a17f9d-2b06-4ca1-a6b9-645556e1eae2","block_type":"box","text":"of iShares Product Consulting","page_number":38,"box":{"x":675,"y":623,"width":207,"height":13}},{"id":"78346638-d9ff-489c-bec9-1d6bc89975f2","block_type":"box","text":"(2015-2025).","page_number":38,"box":{"x":676,"y":639,"width":89,"height":12}},{"id":"d6197447-b7cb-4ead-809d-da03a6be11e9","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":59,"y":671,"width":856,"height":13}},{"id":"953299b5-8781-4a39-87f1-4b7969a984e8","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":59,"y":686,"width":821,"height":13}},{"id":"42fe5fe8-757d-4c7d-9837-6a4c0b03268a","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":59,"y":702,"width":868,"height":12}},{"id":"d8bd1618-f7b2-47b5-9dbe-51aff7cb231b","block_type":"box","text":"them, to interact effectively with the Fund’s investment adviser, other service providers, counsel and the independent","page_number":38,"box":{"x":59,"y":717,"width":819,"height":12}},{"id":"4b971b0f-36cb-43e6-b4b6-d9e323932086","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":60,"y":732,"width":872,"height":12}},{"id":"cce1cd59-b6ac-4c6a-90cf-238f1d830998","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":59,"y":747,"width":807,"height":12}},{"id":"742e1c51-052e-4b0a-acea-bf7a96cf3fef","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":60,"y":762,"width":868,"height":12}},{"id":"65968873-7a70-4d97-bdef-5194cf0081ef","block_type":"box","text":"Board member of the Fund and the other funds in the Trust (and any predecessor funds), other investment funds, public","page_number":38,"box":{"x":60,"y":777,"width":842,"height":13}},{"id":"6b4dc23d-7adf-4007-aa15-7723d6b06449","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":59,"y":792,"width":817,"height":13}},{"id":"4dc5d49c-8ce6-4be7-b426-86bad4e1e669","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":59,"y":807,"width":872,"height":13}},{"id":"935d266c-5b3f-45ed-a36e-ab0cd51c013c","block_type":"box","text":"or she should serve (or continue to serve) as a Trustee.","page_number":38,"box":{"x":59,"y":823,"width":383,"height":12}},{"id":"245a2ee9-0c2d-4be3-bf42-4f5430323afb","block_type":"box","text":"Robert S. Kapito has been a Trustee of the Trust since 2011. Mr. Kapito has also served as a Director of iShares, Inc., a Trustee","page_number":38,"box":{"x":60,"y":849,"width":872,"height":12}},{"id":"7efa72f0-e164-4702-a820-08d5e0128015","block_type":"box","text":"of iShares Trust since 2009 and a Director of BlackRock, Inc. since 2006. Mr. Kapito served as a Director of iShares MSCI","page_number":38,"box":{"x":59,"y":864,"width":836,"height":12}},{"id":"cb10a486-c4bc-4747-9832-30a5ded44b56","block_type":"box","text":"Russia Capped ETF, Inc. from 2010 to 2015. In addition, he has over 20 years of experience as part of BlackRock, Inc. and","page_number":38,"box":{"x":60,"y":879,"width":839,"height":13}},{"id":"521fb862-04e4-4ef3-b9ba-431d8cc53a1f","block_type":"box","text":"25","page_number":38,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"5d2a99b9-be7d-493c-8527-f2bcbef5526c","block_type":"box","text":"BlackRock’s predecessor entities. Mr. Kapito serves as President of BlackRock, Inc., and is a member of the Global Executive","page_number":39,"box":{"x":60,"y":67,"width":859,"height":12}},{"id":"7b49a179-124e-4c64-8388-ae66f474cc64","block_type":"box","text":"Committee and Chairman of the Global Operating Committee. He is responsible for day-to-day oversight of BlackRock’s key","page_number":39,"box":{"x":59,"y":82,"width":866,"height":12}},{"id":"b7e703eb-7e82-48e0-8134-6875226bd3da","block_type":"box","text":"operating units, including Investment Strategies, Client Businesses, Technology & Operations, and Risk & Quantitative","page_number":39,"box":{"x":59,"y":97,"width":823,"height":12}},{"id":"e2ba5dbe-6e55-4165-823d-0149309a6c6a","block_type":"box","text":"Analysis. Prior to assuming his current responsibilities in 2007, Mr. Kapito served as Vice Chairman of BlackRock, Inc. and","page_number":39,"box":{"x":59,"y":112,"width":846,"height":12}},{"id":"967e6008-9622-4ba2-806f-12cc71df6635","block_type":"box","text":"Head of BlackRock’s Portfolio Management Group. In that role, he was responsible for overseeing all portfolio management","page_number":39,"box":{"x":60,"y":127,"width":861,"height":12}},{"id":"c276d7bc-3b07-4bdd-8160-7fd084f7fa15","block_type":"box","text":"within BlackRock, including the Fixed Income, Equity, Liquidity, and Alternative Investment Groups. Mr. Kapito serves as a","page_number":39,"box":{"x":59,"y":142,"width":846,"height":13}},{"id":"ff047659-db04-47b9-a097-98358fa62f22","block_type":"box","text":"member of the Board of Trustees of the University of Pennsylvania and the Harvard Business School Board of Dean’s","page_number":39,"box":{"x":60,"y":157,"width":811,"height":13}},{"id":"edb03380-313e-4b4f-9b18-40b5221fdb73","block_type":"box","text":"Advisors. He has also been President of the Board of Directors for the Hope & Heroes Children’s Cancer Fund since 2002. Mr.","page_number":39,"box":{"x":59,"y":172,"width":870,"height":13}},{"id":"d3b608ea-a6b1-4860-92ec-288844b56177","block_type":"box","text":"Kapito earned a BS degree in economics from the Wharton School of the University of Pennsylvania in 1979, and an MBA","page_number":39,"box":{"x":60,"y":188,"width":845,"height":12}},{"id":"77da9636-873a-4311-9ef9-61d0b1cd707e","block_type":"box","text":"degree from Harvard Business School in 1983.","page_number":39,"box":{"x":59,"y":203,"width":322,"height":12}},{"id":"ee638497-1883-4e91-8a35-c7394378ebd7","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":39,"box":{"x":59,"y":229,"width":840,"height":12}},{"id":"c8c3fc77-9032-4ba6-978c-903fef4ef1f2","block_type":"box","text":"Trustee of iShares Trust since 2024. Mr. Cohen has also served as a Director of BlackRock Investment Management (UK)","page_number":39,"box":{"x":59,"y":244,"width":839,"height":13}},{"id":"114b6138-9835-4de5-96da-00e0f1239256","block_type":"box","text":"Limited, Director of BlackRock International Limited, and Director of BlackRock Group Limited since 2021. Mr. Cohen, Senior","page_number":39,"box":{"x":60,"y":259,"width":867,"height":13}},{"id":"68c56602-4bbd-4655-9ab7-855ab7d0139b","block_type":"box","text":"Managing Director, is BlackRock’s Chief Product Officer and a member of the Global Executive Committee. Mr. Cohen is","page_number":39,"box":{"x":59,"y":274,"width":835,"height":13}},{"id":"3777761e-a31d-40fc-bfd1-396e554a8585","block_type":"box","text":"responsible for the business strategy, innovation and commercialization of BlackRock’s full investment product platform,","page_number":39,"box":{"x":60,"y":290,"width":841,"height":12}},{"id":"dced66d9-0b00-4b2e-b3fc-908b6176329b","block_type":"box","text":"aligning product strategies with client needs and market trends, and unlocking new growth opportunities across iShares,","page_number":39,"box":{"x":59,"y":305,"width":846,"height":12}},{"id":"8c58fb3e-4e99-43a1-ba14-269ec3752b26","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":39,"box":{"x":59,"y":320,"width":829,"height":12}},{"id":"5ffa03ee-c9ec-4724-92a1-9bbf3dea89f6","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":39,"box":{"x":59,"y":335,"width":866,"height":12}},{"id":"6832c654-9806-4464-b7bb-7431b26bbfe5","block_type":"box","text":"businesses in EMEA, overseeing BlackRock’s relationships with wealth management firms and platforms, the development","page_number":39,"box":{"x":60,"y":350,"width":857,"height":12}},{"id":"d5aeb1a3-0580-430f-8910-9b2c2b016aa7","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":39,"box":{"x":59,"y":365,"width":861,"height":13}},{"id":"716a8b23-c7bf-4545-8247-7053ef27c9ca","block_type":"box","text":"Having joined BlackRock in 2011, Mr. Cohen initially served as the Chief Investment Strategist for International Fixed Income","page_number":39,"box":{"x":60,"y":380,"width":865,"height":13}},{"id":"b650bfd1-6265-47a3-af48-1be8fd731226","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":39,"box":{"x":59,"y":395,"width":862,"height":13}},{"id":"b82fab15-429b-4975-a23b-386090f8fdfd","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":39,"box":{"x":60,"y":411,"width":844,"height":12}},{"id":"4719139c-b30f-421d-9841-0592e9534262","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":39,"box":{"x":59,"y":426,"width":844,"height":12}},{"id":"2d123b51-210f-490d-9b3f-cc387056741d","block_type":"box","text":"from the University of Southampton, and holds certifications as a SFA Futures and Options Representative, a SFA Securities","page_number":39,"box":{"x":59,"y":441,"width":861,"height":12}},{"id":"ee345f20-db50-4cbb-8564-8fb4d448f4be","block_type":"box","text":"Registered Representative, and an IFPR Material Risk Taker.","page_number":39,"box":{"x":60,"y":456,"width":410,"height":12}},{"id":"dc4e569e-cf4b-4bac-aae7-90615dab2540","block_type":"box","text":"John E. Kerrigan has been a Trustee of the Trust since 2011 and Chair of the Trust’s Board since 2022. Mr. Kerrigan has also","page_number":39,"box":{"x":58,"y":482,"width":857,"height":13}},{"id":"be40250e-90ff-4e00-a15e-f1bce6c715be","block_type":"box","text":"served as a Director of iShares, Inc. and a Trustee of iShares Trust since 2005, Chair of the Equity Plus and Nominating and","page_number":39,"box":{"x":59,"y":497,"width":856,"height":13}},{"id":"d0b61be5-e36f-49b8-940b-cbb482aa19e0","block_type":"box","text":"Governance Committees of each Board from 2019 to 2021, and as Chair of each Board since 2022. Mr. Kerrigan served as a","page_number":39,"box":{"x":59,"y":513,"width":857,"height":12}},{"id":"03fc0da0-7a49-4684-a379-5dcc4469ab08","block_type":"box","text":"Director of iShares MSCI Russia Capped ETF, Inc. from 2010 to 2015. Mr. Kerrigan served as Chief Investment Officer of Santa","page_number":39,"box":{"x":60,"y":528,"width":871,"height":12}},{"id":"d62e27cc-c149-4772-a962-a06240b96bcf","block_type":"box","text":"Clara University from 2002 to 2025. Mr. Kerrigan was formerly a Managing Director at Merrill Lynch & Co., including the","page_number":39,"box":{"x":59,"y":543,"width":834,"height":12}},{"id":"63ebb8ba-2992-487d-8553-628d7a604426","block_type":"box","text":"following responsibilities: Managing Director, Institutional Client Division, Western United States. Mr. Kerrigan has been a","page_number":39,"box":{"x":59,"y":558,"width":844,"height":12}},{"id":"e0891e24-4348-4a53-9309-1d11f0b33e98","block_type":"box","text":"Director, since 1999, of The BASIC Fund (Bay Area Scholarships for Inner City Children). Mr. Kerrigan has a BA degree from","page_number":39,"box":{"x":60,"y":573,"width":855,"height":12}},{"id":"1fe22434-a58b-495e-8fb9-86941d659340","block_type":"box","text":"Boston College and is a Chartered Financial Analyst Charterholder.","page_number":39,"box":{"x":60,"y":588,"width":462,"height":13}},{"id":"67e1049b-4ab2-4a04-848f-26868bd848db","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":58,"y":615,"width":838,"height":12}},{"id":"424e1fd2-3659-40e2-97ee-f2c078134e2a","block_type":"box","text":"Carlin has also served as a Director of iShares, Inc. and a Trustee of iShares Trust since 2015 and Chair of the Securities","page_number":39,"box":{"x":59,"y":630,"width":830,"height":11}},{"id":"d433fb01-f49a-4a17-a240-488a18b8a48b","block_type":"box","text":"Lending Committee of each Board since 2025. Ms. Carlin has served as a consultant since 2012 and formerly served as","page_number":39,"box":{"x":60,"y":645,"width":827,"height":12}},{"id":"4baab4fc-4a10-444b-9cb3-21551db011e0","block_type":"box","text":"Managing Director and Global Head of Financial Holding Company Governance & Assurance and the Global Head of","page_number":39,"box":{"x":59,"y":660,"width":815,"height":12}},{"id":"bbc372a8-6844-485c-9cde-c9277bce8d3e","block_type":"box","text":"Operational Risk Management of Morgan Stanley from 2006 to 2012. In addition, Ms. Carlin served as Managing Director and","page_number":39,"box":{"x":59,"y":675,"width":879,"height":12}},{"id":"9b865a10-a69c-4fd8-9792-c741c5cb20ad","block_type":"box","text":"Global Head of the Bank Operational Risk Oversight Department of Credit Suisse Group from 2003 to 2006. Prior to that, Ms.","page_number":39,"box":{"x":59,"y":690,"width":871,"height":13}},{"id":"25946e5a-fe00-45f8-b2d5-29fc5c07b18b","block_type":"box","text":"Carlin served as Managing Director and Deputy General Counsel of Morgan Stanley. Ms. Carlin has over 30 years of","page_number":39,"box":{"x":59,"y":705,"width":807,"height":13}},{"id":"0ce62bbe-8c6b-479b-99bd-e5732b83b632","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":59,"y":720,"width":870,"height":13}},{"id":"e8a3256b-b07d-49bb-b4c0-0580e12135bf","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":60,"y":736,"width":852,"height":12}},{"id":"5f68d288-348e-4b53-88e8-2247ae3dbe82","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":59,"y":751,"width":866,"height":11}},{"id":"25bcfea0-fdfe-42f3-a262-963ea7ea35ac","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":59,"y":766,"width":876,"height":12}},{"id":"80dab4f4-8037-4d1a-9ecb-c88de946062f","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":59,"y":781,"width":829,"height":12}},{"id":"63a865c1-33d2-42f4-b2ac-97e405bdbbef","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":59,"y":796,"width":858,"height":12}},{"id":"78b0150f-5875-4d61-b472-b027f8af1682","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":59,"y":811,"width":854,"height":13}},{"id":"bcd72a6e-f82a-40dc-91f7-bfffec5f9b0f","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":59,"y":826,"width":842,"height":13}},{"id":"cd9a7fb6-7e36-4f6d-a90e-da0e8d8b41c2","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":59,"y":841,"width":712,"height":13}},{"id":"06524a06-1361-4fbe-a24d-6350b30cf291","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":60,"y":868,"width":865,"height":12}},{"id":"22061862-7e02-41ad-8ca8-3ea8bd0abe5b","block_type":"box","text":"also served as a Director of iShares, Inc. and a Trustee of iShares Trust since 2017 and Chair of the 15(c) Committee of each","page_number":39,"box":{"x":59,"y":883,"width":863,"height":12}},{"id":"60d030e3-c356-40d7-b78a-2699cf702c48","block_type":"box","text":"26","page_number":39,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"c59eae26-fbcd-4a69-912a-273c61dab083","block_type":"box","text":"Board since 2025. Mr. Fagnani served as an Advisory Board Member of the Trust, iShares Trust and iShares, Inc. from April","page_number":40,"box":{"x":60,"y":67,"width":851,"height":12}},{"id":"9dad676a-9196-4a53-9d53-494a1f5f371c","block_type":"box","text":"2017 to June 2017. Mr. Fagnani served as a Senior Audit Partner at KPMG LLP from 2002 to 2016, most recently as the U.S.","page_number":40,"box":{"x":59,"y":82,"width":851,"height":12}},{"id":"28fd4cf4-3820-41b6-a5f9-8a8321b16929","block_type":"box","text":"asset management audit practice leader responsible for setting strategic direction and execution of the operating plan for the","page_number":40,"box":{"x":59,"y":97,"width":877,"height":12}},{"id":"a5c28f45-b8c4-40ea-bb6d-69eaa80d2d3a","block_type":"box","text":"asset management audit practice. In addition, from 1977 to 2002, Mr. Fagnani served as an Audit Partner at Andersen LLP,","page_number":40,"box":{"x":59,"y":112,"width":855,"height":12}},{"id":"6681018c-9763-4504-a797-0d12d590ffd7","block_type":"box","text":"where he developed and managed the asset management audit practice in the Philadelphia office. Mr. Fagnani served as a","page_number":40,"box":{"x":59,"y":127,"width":855,"height":12}},{"id":"fac67ac6-7f79-414e-a803-cad5f470fbd2","block_type":"box","text":"Trustee on the Board of the Walnut Street Theater in Philadelphia from 2009 to 2014 and as a member of the School of","page_number":40,"box":{"x":59,"y":142,"width":833,"height":13}},{"id":"02cec77f-7c36-4356-8f8d-683e2898b2e4","block_type":"box","text":"Business Advisory Board at LaSalle University from 2006 to 2014. Mr. Fagnani has also served as a Director of One Generation","page_number":40,"box":{"x":60,"y":157,"width":876,"height":13}},{"id":"84ab5c8f-1b4e-487f-945e-6a7590e7e57f","block_type":"box","text":"Away, a non-profit which works to bring healthy food directly to people in need, since 2021. Mr. Fagnani has a BS degree in","page_number":40,"box":{"x":59,"y":172,"width":858,"height":13}},{"id":"53ab0b78-07b1-473b-ac5f-2c51d6ecc230","block_type":"box","text":"Accounting from LaSalle University.","page_number":40,"box":{"x":59,"y":188,"width":248,"height":12}},{"id":"a15055ac-0e72-4f8f-a863-a434f76f9d4a","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":40,"box":{"x":60,"y":214,"width":866,"height":12}},{"id":"8f062017-8746-40df-bda3-371c309c6cca","block_type":"box","text":"Fergerson has also served as a Director of iShares, Inc., a Trustee of iShares Trust since 2024, and Chair of the Audit","page_number":40,"box":{"x":60,"y":229,"width":805,"height":12}},{"id":"59cf06d3-92f5-425f-a988-29b2546ba877","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":40,"box":{"x":59,"y":244,"width":855,"height":13}},{"id":"b29b92ac-1b56-41b6-bca9-59a9d4cebf1a","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":40,"box":{"x":60,"y":259,"width":850,"height":13}},{"id":"937b61b2-e22f-434e-860c-3d78b0b764bd","block_type":"box","text":"1993, which included managing financial and regulatory reporting and global fund tax. Ms. Fergerson has been a Director,","page_number":40,"box":{"x":61,"y":274,"width":851,"height":13}},{"id":"2921426b-0125-42cb-8734-8a3185952354","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":40,"box":{"x":59,"y":290,"width":857,"height":11}},{"id":"1f50f5a0-eabe-4d46-8123-a4502379f075","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":40,"box":{"x":60,"y":305,"width":862,"height":12}},{"id":"21d60bcb-4a09-4f24-af1f-792bc07f9021","block_type":"box","text":"Accountant (inactive).","page_number":40,"box":{"x":59,"y":320,"width":155,"height":12}},{"id":"7cdda085-fe73-4ec1-9b01-457c88696314","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":40,"box":{"x":58,"y":346,"width":868,"height":11}},{"id":"66a9d738-5507-40eb-8e03-2d9149981c7c","block_type":"box","text":"also served as a Director of iShares, Inc., a Trustee of iShares Trust since 2024, and Chair of the Risk Committee of each Board","page_number":40,"box":{"x":59,"y":361,"width":877,"height":12}},{"id":"053376df-2fcf-4633-a944-4ad4641fd21d","block_type":"box","text":"since 2025. Mr. Lam has over 40 years of experience in corporate governance and risk management as a board director,","page_number":40,"box":{"x":59,"y":377,"width":835,"height":12}},{"id":"e49613e0-952b-43d1-84f9-ad3eaa767899","block_type":"box","text":"management consultant, and chief risk officer. He has previously served as a director on public, private, and fund boards,","page_number":40,"box":{"x":60,"y":392,"width":844,"height":12}},{"id":"23e2c15c-ce4f-4374-ae89-cb8935a2b19a","block_type":"box","text":"including leadership roles as the chair of the risk, audit, and compliance committees. From 2012 to 2020, Mr. Lam was a","page_number":40,"box":{"x":60,"y":407,"width":838,"height":12}},{"id":"1f0439d7-6cdc-4686-a377-1ebb962ec235","block_type":"box","text":"Director of E*TRADE Financial and E*TRADE Bank, where he served as Risk Oversight Committee Chair and Audit Committee","page_number":40,"box":{"x":60,"y":422,"width":877,"height":12}},{"id":"2e0b69b4-bd97-4d62-b927-88789ad16cdb","block_type":"box","text":"Member. Mr. Lam has been President of James Lam & Associates, Inc., a risk management consulting firm serving global","page_number":40,"box":{"x":59,"y":437,"width":841,"height":12}},{"id":"70498950-b1fb-4beb-9cb7-e522ff1391e4","block_type":"box","text":"clients across all major industry sectors, since 2002. Previously, Mr. Lam served as Founder and President of ERisk, a Partner","page_number":40,"box":{"x":59,"y":452,"width":866,"height":12}},{"id":"2be88af8-4bd8-4f9c-a971-e5acf005b8a0","block_type":"box","text":"of Oliver Wyman, and the Chief Risk Officer of Fidelity Investments. Mr. Lam has served as a Director of the FAIR Institute, a","page_number":40,"box":{"x":59,"y":467,"width":861,"height":13}},{"id":"04efe17e-05b8-44ed-b423-bb7307e015df","block_type":"box","text":"not-for-profit organization dedicated to advancing the discipline of cyber risk quantification, since 2020. Mr. Lam is the","page_number":40,"box":{"x":60,"y":482,"width":831,"height":13}},{"id":"e25ad1eb-086c-4cc0-a6fb-4e5ea34b1d9d","block_type":"box","text":"author of “Enterprise Risk Management” and “Implementing Enterprise Risk Management,” leading risk management books.","page_number":40,"box":{"x":59,"y":497,"width":876,"height":13}},{"id":"d8098db7-6619-42da-9809-e7d03d10a9fe","block_type":"box","text":"He holds the NACD Directorship Certification and the NACD CERT Certificate in Cyber-Risk Oversight. Mr. Lam has been an","page_number":40,"box":{"x":60,"y":513,"width":859,"height":12}},{"id":"5d24b650-76f0-4f89-966b-3e14d7f5a9a8","block_type":"box","text":"adjunct professor at Carnegie Mellon University since 2018 and a member of the Zicklin School of Business Dean’s Council of","page_number":40,"box":{"x":59,"y":528,"width":877,"height":12}},{"id":"17e39338-362d-4e63-a413-b845054ed8d4","block_type":"box","text":"Baruch College since 2017. Mr. Lam has a BBA from Baruch College and an MBA from the University of California, Los","page_number":40,"box":{"x":60,"y":543,"width":818,"height":12}},{"id":"4eaa09fe-0798-40ca-85fe-b47207307b92","block_type":"box","text":"Angeles.","page_number":40,"box":{"x":59,"y":558,"width":59,"height":12}},{"id":"39806145-4500-49e8-b1e3-a2377a2948ca","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":60,"y":584,"width":864,"height":10}},{"id":"8efc9bd2-9087-4399-b4dc-315e26f70422","block_type":"box","text":"2025. Mr. Lawton has also served as a Director of iShares, Inc., a Trustee of iShares Trust, and Chair of the Fixed Income Plus","page_number":40,"box":{"x":59,"y":600,"width":869,"height":11}},{"id":"6185ae29-de05-4006-ba6a-e5aa86abc3f4","block_type":"box","text":"Committee of each Board since 2025. Mr. Lawton also served as an Advisory Board Member of the Trust, iShares, Inc. and","page_number":40,"box":{"x":59,"y":615,"width":850,"height":12}},{"id":"dcee798c-0563-4fdc-80ab-580c042bb02b","block_type":"box","text":"iShares Trust from 2016 to 2017. Mr. Lawton served as Director of Principal Funds, Inc., Principal Variable Contracts Funds,","page_number":40,"box":{"x":60,"y":630,"width":852,"height":12}},{"id":"88ea38c3-8e21-4042-907c-62598cbb8037","block_type":"box","text":"Inc. and Principal Exchange-Traded Funds from March 2016 to October 2016. Mr. Lawton has also served as a member of the","page_number":40,"box":{"x":60,"y":645,"width":876,"height":12}},{"id":"b85bc0c6-444a-4cd9-a1bd-53d69d4f7b01","block_type":"box","text":"Compensation and Finance and Risk Committees and Director of Jackson Financial Inc. since 2021. Mr. Lawton served in","page_number":40,"box":{"x":59,"y":660,"width":841,"height":12}},{"id":"ec8c59b0-bbc5-422a-9317-dfcb9433d98e","block_type":"box","text":"various capacities at New York Life Insurance Company from 2010 to 2015, most recently as a Senior Managing Director and","page_number":40,"box":{"x":59,"y":675,"width":870,"height":12}},{"id":"783f8fad-112e-430b-9941-4570a835043d","block_type":"box","text":"Chief Executive Officer of New York Life Investment Management. From 2008 to 2010, Mr. Lawton was the President of","page_number":40,"box":{"x":59,"y":690,"width":833,"height":13}},{"id":"cdeeed20-4b66-4be6-ace3-90888b0d785c","block_type":"box","text":"Fridson Investment Advisors, LLC. Mr. Lawton previously held multiple roles at Fidelity Investments from 1997 to 2008. Mr.","page_number":40,"box":{"x":60,"y":705,"width":855,"height":13}},{"id":"2e584df1-bfe0-4b04-92dd-3105bc5b974f","block_type":"box","text":"Lawton has been an Adjunct Professor at the University of North Texas since 2021. Mr. Lawton has a BA degree in","page_number":40,"box":{"x":60,"y":720,"width":793,"height":13}},{"id":"a8559909-1495-4eed-9d6f-a22515fcbdf2","block_type":"box","text":"Administrative Science from Yale University and an MBA from University of North Texas.","page_number":40,"box":{"x":59,"y":736,"width":616,"height":12}},{"id":"5d19eae6-4ba5-436e-ab8d-1df54085eaa6","block_type":"box","text":"John E. Martinez has been a Trustee of the Trust since 2011 and Chair of the Equity Plus Committee of the Trust since 2025.","page_number":40,"box":{"x":58,"y":762,"width":862,"height":12}},{"id":"a46e3044-9efd-42ef-bb43-e32fa3ada6c0","block_type":"box","text":"Mr. Martinez has also served as a Director of iShares, Inc., a Trustee of iShares Trust since 2003, and Chair of the Equity Plus","page_number":40,"box":{"x":59,"y":777,"width":864,"height":13}},{"id":"7d59da71-21c9-4d07-a7d2-a020191bf37d","block_type":"box","text":"Committee of each Board since 2025. Mr. Martinez served as a Director of iShares MSCI Russia Capped ETF, Inc. from 2010 to","page_number":40,"box":{"x":59,"y":792,"width":876,"height":13}},{"id":"ae88850c-60f5-4005-87a7-23de8f8d7ff6","block_type":"box","text":"2015. Mr. Martinez is a Director of Real Estate Equity Exchange, Inc., providing governance oversight and consulting services","page_number":40,"box":{"x":59,"y":807,"width":867,"height":13}},{"id":"371353d7-8e9c-480c-8d1f-4a295f0b1d37","block_type":"box","text":"to this privately held firm that develops products and strategies for homeowners in managing the equity in their homes.","page_number":40,"box":{"x":59,"y":823,"width":838,"height":12}},{"id":"b257617d-8922-4ff6-921f-510bbc26abef","block_type":"box","text":"From 2017 to 2020, Mr. Martinez served as a Board member for the Cloudera Foundation. Mr. Martinez previously served as","page_number":40,"box":{"x":60,"y":838,"width":860,"height":12}},{"id":"67cf6dbd-0591-4141-98af-4a145bd6d3dc","block_type":"box","text":"Director of Barclays Global Investors (“BGI”) UK Holdings, where he provided governance oversight representing BGI’s","page_number":40,"box":{"x":60,"y":853,"width":822,"height":12}},{"id":"7fa0fa2c-5f47-46fb-a425-0d74df18347b","block_type":"box","text":"shareholders (Barclays PLC, BGI management shareholders) through oversight of BGI’s worldwide activities. Mr. Martinez","page_number":40,"box":{"x":59,"y":868,"width":848,"height":12}},{"id":"6f728733-8132-4f18-bb9a-5fcff7fd5204","block_type":"box","text":"also previously served as Co-Chief Executive Officer of the Global Index and Markets Group of BGI, Chairman of Barclays","page_number":40,"box":{"x":59,"y":883,"width":840,"height":12}},{"id":"1d6bc175-2ec8-442e-b66a-75d0a3dd1842","block_type":"box","text":"27","page_number":40,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"ae5295a6-093f-4b1d-8560-8d0431dde0c7","block_type":"box","text":"Global Investor Services and Chief Executive Officer of the Capital Markets Group of BGI. From 2003 to 2012, he was a","page_number":41,"box":{"x":59,"y":67,"width":823,"height":12}},{"id":"c8f12dfc-d5e6-49f2-9ba9-a1bffd18794f","block_type":"box","text":"Director and Executive Committee Member for Larkin Street Youth Services. He now serves on the Larkin Street Honorary","page_number":41,"box":{"x":60,"y":82,"width":848,"height":12}},{"id":"542765ae-190f-4dc3-8764-353be3a5e1b8","block_type":"box","text":"Board. From 2012 to 2016, Mr. Martinez served as a Director for Reading Partners. Mr. Martinez has an AB degree in","page_number":41,"box":{"x":60,"y":97,"width":805,"height":12}},{"id":"740f53ee-a239-4924-a537-d9c764d8199e","block_type":"box","text":"economics from The University of California, Berkeley and holds an MBA degree in finance and statistics from The University","page_number":41,"box":{"x":59,"y":112,"width":872,"height":12}},{"id":"bb27e0f3-4807-42d4-873c-208a2fefd814","block_type":"box","text":"of Chicago Booth School of Business.","page_number":41,"box":{"x":59,"y":127,"width":260,"height":12}},{"id":"6be87b5b-2455-4e2f-b1ab-923c3213da99","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":41,"box":{"x":59,"y":154,"width":867,"height":12}},{"id":"c0518450-f8c0-4f7f-8a89-545ffcb60441","block_type":"box","text":"Trust since 2025. Mr. Rajan has also served as a Director of iShares, Inc. and a Trustee of iShares Trust since 2011, and Chair","page_number":41,"box":{"x":59,"y":169,"width":865,"height":12}},{"id":"6296ab66-cdf2-4b6f-88f3-ab44c2b06119","block_type":"box","text":"of the Nominating and Governance Committee of each Board since 2025. Mr. Rajan served as a Director of iShares MSCI","page_number":41,"box":{"x":59,"y":184,"width":839,"height":12}},{"id":"e84c55ab-379e-4fba-824c-7bcdd2bb7b3f","block_type":"box","text":"Russia Capped ETF, Inc. from 2011 to 2015. Mr. Rajan is the Dean and George Pratt Shultz Professor of Accounting at the","page_number":41,"box":{"x":60,"y":199,"width":842,"height":12}},{"id":"f54e00d0-1de4-4a5a-8817-d6dbd6ff4314","block_type":"box","text":"University of Chicago Booth School of Business and Chief Global Strategist of the University of Chicago. He served as Chair of","page_number":41,"box":{"x":60,"y":214,"width":876,"height":12}},{"id":"48706564-1bc9-4d5c-a690-27f9975dafb3","block_type":"box","text":"the Board for the Center for Research in Security Prices, LLC, an affiliate of the University of Chicago Booth School of","page_number":41,"box":{"x":59,"y":229,"width":814,"height":12}},{"id":"d75e3424-9200-4633-9e8f-218e1edfc5de","block_type":"box","text":"Business, from 2020 to 2026. Mr. Rajan has served on the Advisory Board of C.M. 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He has taught accounting for","page_number":41,"box":{"x":59,"y":290,"width":846,"height":12}},{"id":"97e91905-a83b-4fc5-8d1c-2bc2b11b6530","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":41,"box":{"x":59,"y":305,"width":868,"height":12}},{"id":"49f8f402-65f2-4853-8431-d6bb512d6b53","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":41,"box":{"x":59,"y":320,"width":871,"height":12}},{"id":"e0c8698a-c103-42fc-badc-e8038d4d5b31","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":41,"box":{"x":59,"y":335,"width":876,"height":12}},{"id":"382e18b5-0f02-4950-9712-bd13df48aeb2","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":41,"box":{"x":59,"y":350,"width":871,"height":12}},{"id":"4430fbb4-7db9-40af-bf4a-0f96b1e75103","block_type":"box","text":"of Cavium Inc., a semiconductor company. Mr. Rajan holds MS and PhD degrees in Accounting from Carnegie Mellon","page_number":41,"box":{"x":59,"y":365,"width":820,"height":13}},{"id":"4d737de4-b258-4c01-bee2-20dd4810e862","block_type":"box","text":"University.","page_number":41,"box":{"x":60,"y":381,"width":70,"height":12}},{"id":"d4ec38fa-6af9-42cc-b4e1-f6abbe1e54dd","block_type":"box","text":"Board – Leadership Structure and Oversight Responsibilities","page_number":41,"box":{"x":60,"y":407,"width":416,"height":12}},{"id":"65da2ace-c1f3-4e50-9536-e306f3f11fa9","block_type":"box","text":"Overall responsibility for oversight of the Fund rests with the Board. The Board has engaged BFA to manage the Fund on a","page_number":41,"box":{"x":59,"y":433,"width":853,"height":13}},{"id":"df2efc54-73f6-4746-a84b-19b7b5f96a23","block_type":"box","text":"day-to-day basis. The Board is responsible for overseeing BFA and other service providers in the operations of the Fund in","page_number":41,"box":{"x":59,"y":448,"width":848,"height":13}},{"id":"2774cfee-8efa-494e-ba15-115517bc0181","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":41,"box":{"x":59,"y":463,"width":847,"height":13}},{"id":"36e4db9d-0996-4f0c-a0af-b54312814e4f","block_type":"box","text":"Board is currently composed of eleven members, nine of whom are Independent Trustees. The Board currently conducts","page_number":41,"box":{"x":60,"y":479,"width":841,"height":12}},{"id":"9e063614-7ee5-4bb8-94e5-833d33c00976","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":41,"box":{"x":60,"y":494,"width":872,"height":12}},{"id":"468458ef-1477-4fcf-82d9-76f3cedc0257","block_type":"box","text":"or informal conference calls to discuss specific matters that may arise or require action between regular meetings. The","page_number":41,"box":{"x":59,"y":509,"width":830,"height":12}},{"id":"eb62c789-fc5c-4a99-bd7d-4f635878cee9","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":60,"y":524,"width":819,"height":12}},{"id":"0db23a4d-d7c9-416f-b20f-7e55f480e2ab","block_type":"box","text":"providers to the Trust.","page_number":41,"box":{"x":59,"y":539,"width":153,"height":12}},{"id":"69b4e198-54e1-4030-946e-5c2078b44fc1","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":59,"y":566,"width":871,"height":12}},{"id":"d5a1255e-67df-4641-8921-ae8337a2d668","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":60,"y":581,"width":872,"height":12}},{"id":"6345fc5d-d583-45c2-9f32-b570043434a1","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":60,"y":596,"width":864,"height":12}},{"id":"2c368617-f089-4f12-9c8e-33c2ed074e20","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":60,"y":611,"width":863,"height":12}},{"id":"70fa2905-56c2-4687-9746-9323e58e511e","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":59,"y":626,"width":804,"height":12}},{"id":"cf74d676-0255-4497-8bc3-442113187a4c","block_type":"box","text":"Committee to assist the Board in the oversight and direction of the business and affairs of the Fund, and from time to time","page_number":41,"box":{"x":59,"y":641,"width":856,"height":12}},{"id":"bbc60db3-ab71-4acd-8364-91162dcfda68","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":59,"y":656,"width":863,"height":13}},{"id":"c9c8e0c6-402d-438b-b395-fd4a9b1c8a6a","block_type":"box","text":"the Fund with respect to certain specified matters. The Chair of each standing Committee is an Independent Trustee. The","page_number":41,"box":{"x":59,"y":671,"width":849,"height":13}},{"id":"0ba347a9-046c-4c65-be85-9e65b5ad23d1","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":60,"y":686,"width":816,"height":13}},{"id":"cf3ca590-b75b-49a0-aed6-0a4e28471177","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":59,"y":702,"width":878,"height":12}},{"id":"004bae2f-c017-41c8-b9ce-0e0ff0183fbd","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":59,"y":717,"width":824,"height":12}},{"id":"ee31047a-1506-477f-a793-50737058bbab","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":59,"y":732,"width":863,"height":12}},{"id":"5a35bae9-bbcf-4694-b613-b07f8195de4a","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":59,"y":747,"width":797,"height":12}},{"id":"2a64fe2c-9f43-4323-8b1f-ec6d9ed6f13c","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":60,"y":762,"width":823,"height":12}},{"id":"4f1251cc-7cab-47b7-91c2-f8d941cfa7a2","block_type":"box","text":"enhance effective oversight.","page_number":41,"box":{"x":59,"y":777,"width":194,"height":13}},{"id":"a9d72a88-c038-42e4-8d41-4d0464ed093f","block_type":"box","text":"Day-to-day risk management with respect to the Fund is the responsibility of BFA or other service providers (depending on","page_number":41,"box":{"x":60,"y":804,"width":859,"height":12}},{"id":"398954ab-4b06-416f-982e-363964162565","block_type":"box","text":"the nature of the risk), subject to the supervision of BFA. The Fund is subject to a number of risks, including investment,","page_number":41,"box":{"x":59,"y":819,"width":838,"height":12}},{"id":"67ed5c07-4166-4f15-9df2-010fd07e6005","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":59,"y":834,"width":836,"height":12}},{"id":"8df15f35-d768-406b-a13d-dad0959d2337","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":60,"y":849,"width":813,"height":12}},{"id":"57a059e8-05a0-4849-b595-f78a7b915350","block_type":"box","text":"eliminate all of the risks applicable to the Fund. The Trustees have an oversight role in this area, satisfying themselves that","page_number":41,"box":{"x":59,"y":864,"width":854,"height":12}},{"id":"1f137bed-9f19-4585-8fd4-0cea822e62a2","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":60,"y":879,"width":831,"height":13}},{"id":"a0eff5c7-932a-4c4c-9ffb-c2a56fdcb32b","block_type":"box","text":"28","page_number":41,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"e1e9133e-0fa6-44d8-addf-3cc3ed9b926f","block_type":"box","text":"general oversight of the Fund and is addressed as part of various Board and committee activities. In some cases, risk","page_number":42,"box":{"x":59,"y":67,"width":814,"height":12}},{"id":"0b7245b5-6bcc-439d-81d7-0cab624b53f5","block_type":"box","text":"management issues are specifically addressed in presentations and discussions. For example, BFA has an independent","page_number":42,"box":{"x":60,"y":82,"width":827,"height":12}},{"id":"638e9f90-6cf2-494c-a41e-798796b25004","block_type":"box","text":"dedicated Risk and Quantitative Analysis Group (“RQA”) that assists BFA in managing fiduciary and corporate risks, including","page_number":42,"box":{"x":59,"y":97,"width":875,"height":12}},{"id":"4de7e9da-c259-493c-b0af-e4e0e133f083","block_type":"box","text":"investment, operational, counterparty credit and enterprise risk. Representatives of RQA meet with the Board to discuss their","page_number":42,"box":{"x":60,"y":112,"width":871,"height":12}},{"id":"de7d02a9-e716-443b-885c-ffaf53adc4a1","block_type":"box","text":"analysis and methodologies, as well as specific risk topics such as operational and counterparty risks relating to the Fund.","page_number":42,"box":{"x":59,"y":127,"width":851,"height":12}},{"id":"59d3cbe3-f1dd-4e05-824a-a148209cb538","block_type":"box","text":"The Board, directly or through a committee, also reviews reports from, among others, management and the independent","page_number":42,"box":{"x":59,"y":142,"width":848,"height":13}},{"id":"af09965f-d7fd-4c94-8484-375db77bed6e","block_type":"box","text":"registered public accounting firm for the Trust, as appropriate, regarding risks faced by the Fund and management’s risk","page_number":42,"box":{"x":60,"y":157,"width":842,"height":13}},{"id":"e47ee321-b158-452f-9a39-471429a247d8","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":42,"box":{"x":59,"y":172,"width":863,"height":13}},{"id":"34cce429-c69d-4e44-b155-184d6c7c4210","block_type":"box","text":"compliance program, including assessments by independent third parties, and reports to the Board regarding compliance","page_number":42,"box":{"x":59,"y":188,"width":850,"height":12}},{"id":"055dcf62-62a3-4f7e-be5e-f617844d3f3a","block_type":"box","text":"matters for the Trust and its principal service providers. In testing and maintaining the compliance program, the Chief","page_number":42,"box":{"x":60,"y":203,"width":823,"height":12}},{"id":"350770c8-8a24-40df-becd-3d478c37e6b8","block_type":"box","text":"Compliance Officer (and his or her delegates) assesses key compliance risks affecting the Fund, and addresses them in","page_number":42,"box":{"x":59,"y":218,"width":831,"height":12}},{"id":"9316844d-7cea-472d-a6a7-be524f756e36","block_type":"box","text":"periodic reports to the Board. In addition, the Audit Committee meets with both the Fund’s independent registered public","page_number":42,"box":{"x":59,"y":233,"width":850,"height":12}},{"id":"e3bc2470-0cc5-4b7e-b7d1-ac6dbc59e581","block_type":"box","text":"accounting firm and BFA’s internal audit group to review risk controls in place that support the Fund as well as test results.","page_number":42,"box":{"x":59,"y":248,"width":856,"height":12}},{"id":"ff07d191-9caf-4fb5-aa5f-a6d1759a3097","block_type":"box","text":"Board oversight of risk is also performed as needed between meetings through communications between BFA and the Board.","page_number":42,"box":{"x":60,"y":263,"width":876,"height":12}},{"id":"2ef45be1-0057-4c11-b4c9-383ce1a0706e","block_type":"box","text":"The Independent Trustees have engaged independent legal counsel to assist them in performing their oversight","page_number":42,"box":{"x":59,"y":278,"width":782,"height":13}},{"id":"3a3a85ff-9fc7-402c-9018-b05bc09fb41e","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":42,"box":{"x":60,"y":293,"width":821,"height":13}},{"id":"efad677c-b671-4029-9347-25d047edea55","block_type":"box","text":"oversight role does not make it a guarantor of the Fund’s investment performance or other activities.","page_number":42,"box":{"x":59,"y":308,"width":704,"height":13}},{"id":"ddda6ef2-9ccc-46d7-861f-893a012e61ac","block_type":"box","text":"Committees of the Board of Trustees.","page_number":42,"box":{"x":59,"y":335,"width":268,"height":10}},{"id":"f0d4f30b-66fe-4327-97d7-80a680df8356","block_type":"box","text":"The members of the Audit Committee are Laura F. Fergerson (Chair), Richard L.","page_number":42,"box":{"x":336,"y":335,"width":556,"height":12}},{"id":"55b55229-d6df-4dba-8e8f-d846adf39992","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":42,"box":{"x":60,"y":350,"width":848,"height":12}},{"id":"d88b8c82-d88e-43ea-8069-03e3b56223a3","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":42,"box":{"x":59,"y":365,"width":824,"height":13}},{"id":"462c94e8-1621-430a-9bcc-f59d867b968c","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":42,"box":{"x":60,"y":380,"width":823,"height":13}},{"id":"bbd36a13-7332-40ba-b6c7-10f128e2ca83","block_type":"box","text":"oversight of the Trust’s financial statements and the independent audit thereof; (iii) in selecting, evaluating and, where","page_number":42,"box":{"x":59,"y":395,"width":829,"height":13}},{"id":"7b709b70-d0e8-40e8-aaab-ad0b44d43ec4","block_type":"box","text":"deemed appropriate, replacing the independent accountants (or nominating the independent accountants to be proposed","page_number":42,"box":{"x":59,"y":411,"width":857,"height":12}},{"id":"d30039d4-bdbe-40fa-9ae0-3635506b2fe7","block_type":"box","text":"for shareholder approval in any proxy statement); (iv) in evaluating the independence of the independent accountants; (v) in","page_number":42,"box":{"x":59,"y":426,"width":871,"height":12}},{"id":"aac7cc86-e948-4f5c-8fad-cdfd3f52e622","block_type":"box","text":"complying with legal and regulatory requirements that relate to the Trust’s accounting and financial reporting, internal","page_number":42,"box":{"x":59,"y":441,"width":829,"height":12}},{"id":"0b6d7b82-2361-48ae-9cde-eb1a06d2e4ae","block_type":"box","text":"controls, compliance controls and independent audits; and (vi) to assume such other responsibilities as may be delegated by","page_number":42,"box":{"x":59,"y":456,"width":873,"height":12}},{"id":"be8c31ac-de65-49d0-a321-859eda36fff7","block_type":"box","text":"the Board. The Audit Committee met five times during the fiscal year ended October 31, 2025.","page_number":42,"box":{"x":59,"y":471,"width":657,"height":12}},{"id":"221af5aa-3fc1-4187-8018-9d2fc980cf60","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":42,"box":{"x":59,"y":497,"width":856,"height":13}},{"id":"e9e9986c-7341-4524-b1eb-52eebbc35fb7","block_type":"box","text":"Fergerson, each of whom is an Independent Trustee. The Nominating and Governance Committee nominates individuals for","page_number":42,"box":{"x":60,"y":513,"width":869,"height":12}},{"id":"e12e33f4-9bb2-4a74-8b43-eb503abeb11b","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":60,"y":528,"width":870,"height":12}},{"id":"a18ec129-4815-4b1e-8d11-8e083a50a95b","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":59,"y":543,"width":867,"height":12}},{"id":"63a2417c-4672-4995-8d34-ed9a9db27705","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":59,"y":558,"width":793,"height":12}},{"id":"45c01626-1042-473a-9792-fc6ff1a1d246","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":60,"y":573,"width":845,"height":12}},{"id":"9427e9b7-091d-4fe1-ae6a-f3d95f8165d2","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":59,"y":588,"width":826,"height":13}},{"id":"ddaa78b3-0788-4764-8678-5e43ff3dcb75","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":59,"y":603,"width":865,"height":13}},{"id":"0625cdce-a889-4dba-9c0f-09e299237aa9","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":60,"y":618,"width":857,"height":13}},{"id":"3253d4de-0963-466d-9bbc-18c98e7bb9e9","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":60,"y":634,"width":826,"height":12}},{"id":"2467b92f-3f65-484b-b4da-0b748cfaaf22","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":60,"y":649,"width":845,"height":12}},{"id":"ea403a79-0d4b-4b49-ac69-140b35de700e","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":59,"y":664,"width":864,"height":12}},{"id":"c9318c6e-c809-490b-bc96-346e8ef0a29b","block_type":"box","text":"Nominating and Governance Committee considers appropriate. The Nominating and Governance Committee does not","page_number":42,"box":{"x":60,"y":679,"width":829,"height":12}},{"id":"09fd5268-0274-4bd2-b582-1254d15e03f7","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":59,"y":694,"width":857,"height":12}},{"id":"1d4e7e53-746e-4f26-b623-d9a9ccb54709","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":59,"y":709,"width":871,"height":12}},{"id":"d9a2b7fe-ccfc-4b43-a2cb-f51403a6ef80","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":60,"y":736,"width":831,"height":12}},{"id":"acf0d9aa-1757-4417-97bf-27e9e9b03b20","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":59,"y":751,"width":865,"height":12}},{"id":"bfe631ef-fca9-4e15-8685-aea349862fad","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":59,"y":766,"width":823,"height":12}},{"id":"84fefa8d-c01e-48b9-8bec-f93e571b11fa","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":60,"y":781,"width":877,"height":12}},{"id":"d93edc88-1374-4786-8e4b-f6a3172cba2f","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":59,"y":796,"width":861,"height":12}},{"id":"99a8ee80-5875-45aa-a042-6ab1c4c9ff1a","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":60,"y":811,"width":867,"height":13}},{"id":"6dbf8803-648f-4172-9f5a-a16527a951dd","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":60,"y":826,"width":847,"height":13}},{"id":"083eeb13-0e12-4cd9-bfd5-c0aee40c1e33","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":59,"y":841,"width":626,"height":13}},{"id":"61143b8e-63b5-4ac5-84be-1e3871790143","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":59,"y":868,"width":836,"height":12}},{"id":"ed583adf-90fe-4732-9691-5804a4246ba8","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":59,"y":883,"width":869,"height":12}},{"id":"8dd3539c-00e8-4e5c-ab36-4e1061000593","block_type":"box","text":"29","page_number":42,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"fd97c77b-fafe-4a2e-81ba-1afeec98f1ba","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":43,"box":{"x":59,"y":67,"width":840,"height":12}},{"id":"234b7c83-183f-4365-918c-b8d9c9bd18b5","block_type":"box","text":"These responsibilities include: (i) requesting that certain information be provided to the Committee for its review and","page_number":43,"box":{"x":59,"y":82,"width":818,"height":12}},{"id":"4ddcab23-c368-4be1-83d2-7bf0a22f3ddc","block_type":"box","text":"consideration prior to such information being provided to the Board; (ii) considering and discussing with BlackRock, Inc. such","page_number":43,"box":{"x":59,"y":97,"width":878,"height":12}},{"id":"50a893d9-98dd-4fa4-a94b-4bbeaa32a0b2","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":43,"box":{"x":59,"y":112,"width":854,"height":12}},{"id":"be0d5ebd-fcc2-4c1a-8cf0-d514c2c7c8ce","block_type":"box","text":"activities and make required findings and approvals; and (iii) providing a recommendation to the Board regarding the annual","page_number":43,"box":{"x":59,"y":127,"width":869,"height":12}},{"id":"75e1a90f-8f37-4b20-a00e-6a5ef40f3194","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":43,"box":{"x":59,"y":142,"width":855,"height":13}},{"id":"24c643bb-7f5e-454a-9fb4-3b7d89265640","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":43,"box":{"x":59,"y":157,"width":865,"height":13}},{"id":"1423d224-bfe5-47af-952c-0d6922a00e1f","block_type":"box","text":"ended October 31, 2025.","page_number":43,"box":{"x":59,"y":172,"width":171,"height":12}},{"id":"e6529569-3336-4680-9308-f02c13b15bc1","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":43,"box":{"x":59,"y":199,"width":875,"height":12}},{"id":"9763a3e8-4c94-4c14-87e5-3434fdf7abea","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":43,"box":{"x":60,"y":214,"width":878,"height":12}},{"id":"367ce8bc-8125-4ee7-8892-bdfcb73213c7","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":43,"box":{"x":60,"y":229,"width":878,"height":12}},{"id":"a5290e05-9735-4c0e-bba0-9d3a2a92195e","block_type":"box","text":"include: (i) reviewing quarterly reports regarding Trust performance, secondary market trading and changes in net assets to","page_number":43,"box":{"x":60,"y":244,"width":866,"height":13}},{"id":"f9d81908-41d6-430f-9a66-b7207a55ebc7","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":43,"box":{"x":60,"y":259,"width":877,"height":13}},{"id":"d27b1f92-3ae3-4ce7-9a8e-fd0e1e9dee69","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":43,"box":{"x":60,"y":274,"width":780,"height":13}},{"id":"0907c77b-880d-489d-9de0-2bfd7b9177fa","block_type":"box","text":"recommendation to the Board as appropriate. The Equity Plus Committee met four times during the fiscal year ended","page_number":43,"box":{"x":60,"y":290,"width":820,"height":12}},{"id":"2a56681c-2059-492d-9b5c-22ff542cd3b5","block_type":"box","text":"October 31, 2025.","page_number":43,"box":{"x":59,"y":305,"width":123,"height":11}},{"id":"547addcf-9251-4e90-abda-ec40857c7368","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":43,"box":{"x":59,"y":331,"width":879,"height":13}},{"id":"a8580484-9391-4195-b9bf-8d094974dcb3","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":43,"box":{"x":59,"y":346,"width":861,"height":13}},{"id":"aa608369-6d4f-4869-a59b-5203f1a5164c","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":43,"box":{"x":59,"y":361,"width":867,"height":13}},{"id":"8536dd6d-5f80-4dc8-9a20-282311d5c575","block_type":"box","text":"fixed-income or multi-asset funds. These responsibilities include: (i) reviewing quarterly reports regarding Trust performance,","page_number":43,"box":{"x":59,"y":377,"width":879,"height":12}},{"id":"a16f4fe7-9aad-4187-a6f4-5510bb6d31a1","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":43,"box":{"x":59,"y":392,"width":852,"height":12}},{"id":"f8ac3980-a7ad-40f0-b1ee-5a023276caed","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":43,"box":{"x":60,"y":407,"width":842,"height":12}},{"id":"0bc31454-b6c3-412a-82eb-3c6dd6129ab7","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":43,"box":{"x":60,"y":422,"width":833,"height":12}},{"id":"b39d9546-8a68-469e-9b1b-edc0efeb0027","block_type":"box","text":"Committee met four times during the fiscal year ended October 31, 2025.","page_number":43,"box":{"x":59,"y":437,"width":512,"height":12}},{"id":"127b8e56-ad83-4b19-aae1-2de5909ce0d3","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":43,"box":{"x":59,"y":463,"width":838,"height":13}},{"id":"d92ae25f-10bd-42a1-81b3-83715340b8c5","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":43,"box":{"x":59,"y":479,"width":847,"height":12}},{"id":"17b07cdb-ed82-4f6a-b8d7-21426a2c8207","block_type":"box","text":"Risk Committee is to consider and organize on behalf of the Board risk related matters of the Fund so the Board may most","page_number":43,"box":{"x":60,"y":494,"width":853,"height":12}},{"id":"26b9c22b-1a12-4295-ab61-410525847ed2","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":59,"y":509,"width":851,"height":12}},{"id":"5004ab9f-4904-48f9-9e0a-3a33782a312f","block_type":"box","text":"four times during the fiscal year ended October 31, 2025.","page_number":43,"box":{"x":59,"y":524,"width":398,"height":12}},{"id":"a8a1e86d-efc6-4ac7-873e-2e79453af8d6","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":59,"y":550,"width":685,"height":13}},{"id":"3b0b2a0f-36aa-4bfa-b695-26de7481d368","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":59,"y":577,"width":833,"height":12}},{"id":"66486294-6717-48d2-b158-3f507c1842f4","block_type":"box","text":"Trustee in the Fund and in other registered investment companies overseen by the Trustee within the same family of","page_number":43,"box":{"x":59,"y":592,"width":816,"height":12}},{"id":"2dccef4e-ca4c-4d85-bc87-8d182c3559ba","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":60,"y":607,"width":866,"height":12}},{"id":"80dc9090-63aa-4067-ab8f-4a3b124da5ff","block_type":"box","text":"date indicated above:","page_number":43,"box":{"x":59,"y":622,"width":148,"height":10}},{"id":"795064bf-3777-49f0-b93e-b6edb8ab21c8","block_type":"box","text":"Name Fund","page_number":43,"box":{"x":116,"y":712,"width":302,"height":8}},{"id":"42083966-00e8-4688-8523-fca4c3197a80","block_type":"box","text":"Dollar Range of Equity","page_number":43,"box":{"x":618,"y":702,"width":128,"height":10}},{"id":"f374e9a4-52ec-45d9-bb8f-f3709eb41490","block_type":"box","text":"Securities in Named Fund","page_number":43,"box":{"x":608,"y":712,"width":147,"height":8}},{"id":"c631292b-c544-497b-bd6f-eef04b914af1","block_type":"box","text":"Aggregate Dollar Range","page_number":43,"box":{"x":791,"y":652,"width":139,"height":10}},{"id":"78154f8e-1075-4076-a309-4d735b8fe62e","block_type":"box","text":"of Equity Securities in all","page_number":43,"box":{"x":790,"y":662,"width":141,"height":10}},{"id":"d5bea956-763b-4511-a053-476b4182748c","block_type":"box","text":"Registered Investment","page_number":43,"box":{"x":797,"y":672,"width":128,"height":10}},{"id":"33aadb70-ee04-46f8-b97b-0f964ee574aa","block_type":"box","text":"Companies Overseen by","page_number":43,"box":{"x":791,"y":682,"width":139,"height":10}},{"id":"08bb9cb9-e4b8-4ef9-8624-84add5db5e2f","block_type":"box","text":"Trustee","page_number":43,"box":{"x":839,"y":693,"width":43,"height":7}},{"id":"9a557f9c-5bb5-4b30-a849-7d067d1e8896","block_type":"box","text":"in Family of","page_number":43,"box":{"x":828,"y":702,"width":67,"height":10}},{"id":"85693879-b3de-46ff-9afd-c62d311a565e","block_type":"box","text":"Investment Companies","page_number":43,"box":{"x":795,"y":713,"width":132,"height":9}},{"id":"c761921d-a612-4a44-9420-74d485b3d0ac","block_type":"box","text":"Robert S. 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BlackRock is also","page_number":48,"box":{"x":59,"y":505,"width":875,"height":12}},{"id":"f3830356-dc18-4b2f-9055-22c1accfd018","block_type":"box","text":"a major participant in the global currency, equities, swap and fixed income markets, in each case, for the accounts of clients","page_number":48,"box":{"x":59,"y":520,"width":865,"height":12}},{"id":"3357bf30-ee38-4dd6-a91a-98e842be77ea","block_type":"box","text":"and, in some cases, on a proprietary basis. As such, BlackRock is or may be actively engaged in transactions in the same","page_number":48,"box":{"x":59,"y":535,"width":840,"height":13}},{"id":"ace12603-0896-4906-985b-4a94211e5550","block_type":"box","text":"securities, currencies, and instruments in which a Fund invests.","page_number":48,"box":{"x":59,"y":550,"width":441,"height":12}},{"id":"a0c6ad54-c17d-48f4-9d17-ad7fcfe9f0c0","block_type":"box","text":"Such activities could affect the prices and availability of the securities, currencies, and instruments in which a Fund invests,","page_number":48,"box":{"x":59,"y":577,"width":859,"height":12}},{"id":"fa5940cf-2099-41c7-a524-2b3bfda1367f","block_type":"box","text":"which could have an adverse impact on a Fund’s performance. Such transactions, particularly in respect of most proprietary","page_number":48,"box":{"x":59,"y":592,"width":868,"height":12}},{"id":"5fae2426-abe7-4275-9df7-a32a1a0cf8da","block_type":"box","text":"accounts or client accounts, will be executed independently of a Fund’s transactions and thus at prices or rates that may be","page_number":48,"box":{"x":59,"y":607,"width":866,"height":12}},{"id":"6d4548c1-b3a7-4de3-ba86-e54678744bb8","block_type":"box","text":"more or less favorable than those obtained by the Fund. In addition, the portfolio holdings of certain BlackRock-advised","page_number":48,"box":{"x":60,"y":622,"width":834,"height":13}},{"id":"d1cad60a-f6bd-4758-a15e-db2589823860","block_type":"box","text":"investment vehicles managed in an identical or substantially similar manner as certain Funds are made publicly available on a","page_number":48,"box":{"x":60,"y":637,"width":876,"height":13}},{"id":"af7be690-e49c-4497-842c-47cac11163ab","block_type":"box","text":"more timely basis than the applicable Fund. In some cases, such portfolio holdings are made publicly available on a daily","page_number":48,"box":{"x":60,"y":652,"width":842,"height":13}},{"id":"828a5ab1-af67-4728-8ad4-2e0de0b7756e","block_type":"box","text":"basis. While not expected, it is possible that a recipient of portfolio holdings information for such an investment vehicle could","page_number":48,"box":{"x":60,"y":668,"width":874,"height":12}},{"id":"77f33039-8405-4710-a4f8-74e9e2ebbc35","block_type":"box","text":"cause harm to a Fund that is managed in an identical or substantially similar manner, including by trading ahead of or against","page_number":48,"box":{"x":59,"y":683,"width":880,"height":12}},{"id":"a83566c9-b5a6-422d-85da-7e196b1d916f","block_type":"box","text":"such Fund based on the information received.","page_number":48,"box":{"x":59,"y":698,"width":320,"height":10}},{"id":"817d4be1-ba9a-4a9c-a48e-f345b688f5e2","block_type":"box","text":"When BlackRock seeks to purchase or sell the same assets for client accounts, including a Fund, the assets actually","page_number":48,"box":{"x":59,"y":724,"width":806,"height":13}},{"id":"f12b82e0-1994-48a3-9d51-7f09701cf1a9","block_type":"box","text":"purchased or sold may be allocated among the accounts on a basis determined in its good faith discretion to be equitable. In","page_number":48,"box":{"x":59,"y":739,"width":873,"height":13}},{"id":"ecd8a1e8-183b-4c5f-a5cc-6d8900f6df77","block_type":"box","text":"some cases, this system may adversely affect the size or price of the assets purchased or sold for a Fund. In addition,","page_number":48,"box":{"x":59,"y":754,"width":815,"height":13}},{"id":"bbba62f3-12d5-4d52-8555-642d95cc7fe1","block_type":"box","text":"transactions in investments by one or more other accounts managed by BlackRock may have the effect of diluting or","page_number":48,"box":{"x":59,"y":770,"width":816,"height":12}},{"id":"6173000c-381f-4c41-b409-d8e9617b8744","block_type":"box","text":"otherwise disadvantaging the values, prices or investment strategies of a Fund, particularly, but not limited to, with respect to","page_number":48,"box":{"x":59,"y":785,"width":876,"height":12}},{"id":"9ec366ad-d904-4fa4-a96e-97268b0256a2","block_type":"box","text":"small capitalization, emerging market or less liquid strategies. This may occur with respect to BlackRock-advised accounts","page_number":48,"box":{"x":59,"y":800,"width":855,"height":12}},{"id":"a29f1229-7aa4-435b-b5b3-c392537bd9df","block_type":"box","text":"when investment decisions regarding a Fund are based on research or other information that is also used to support","page_number":48,"box":{"x":59,"y":815,"width":815,"height":12}},{"id":"e7914c0a-6449-45ae-a0ea-2166571621e1","block_type":"box","text":"decisions for other accounts. When BlackRock implements a portfolio decision or strategy on behalf of another account","page_number":48,"box":{"x":59,"y":830,"width":839,"height":12}},{"id":"31f2b853-2bb8-4fbb-bfcd-510356b2b6d0","block_type":"box","text":"ahead of, or contemporaneously with, similar decisions or strategies for a Fund, market impact, liquidity constraints, or other","page_number":48,"box":{"x":59,"y":845,"width":874,"height":13}},{"id":"ad8c409a-c052-449c-b4db-f64e1343464a","block_type":"box","text":"factors could result in the Fund receiving less favorable trading results and the costs of implementing such decisions or","page_number":48,"box":{"x":59,"y":860,"width":834,"height":13}},{"id":"47d3d128-fcbc-4f2f-bf8c-4ec6a16dcb47","block_type":"box","text":"strategies could be increased or the Fund could otherwise be disadvantaged. BlackRock may, in certain cases, elect to","page_number":48,"box":{"x":59,"y":875,"width":822,"height":13}},{"id":"8339f8d4-cafa-4a8d-8e97-c83ce9160abb","block_type":"box","text":"35","page_number":48,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"94f11598-9da4-41fa-9729-a4b170b4960b","block_type":"box","text":"implement internal policies and procedures designed to limit such consequences, which may cause a Fund to be unable to","page_number":49,"box":{"x":60,"y":67,"width":858,"height":12}},{"id":"6bba759f-aa59-4bf8-8b05-dc1c758d6d22","block_type":"box","text":"engage in certain activities, including purchasing or disposing of securities, when it might otherwise be desirable for it to do","page_number":49,"box":{"x":59,"y":82,"width":867,"height":12}},{"id":"ac47eac1-5e08-4c96-b805-0180d1926743","block_type":"box","text":"so.","page_number":49,"box":{"x":59,"y":100,"width":18,"height":7}},{"id":"907aedbb-51d2-426f-b1d1-ff0ae6eb89ac","block_type":"box","text":"Conflicts may also arise because portfolio decisions regarding a Fund may benefit other accounts managed by BlackRock. For","page_number":49,"box":{"x":59,"y":123,"width":879,"height":13}},{"id":"c975daae-6ae7-452d-a166-5183973294e7","block_type":"box","text":"example, the sale of a long position or establishment of a short position by a Fund may impair the price of the same security","page_number":49,"box":{"x":59,"y":138,"width":870,"height":13}},{"id":"7e1d478e-9052-4c93-82c6-9deb5ff12291","block_type":"box","text":"sold short by (and therefore benefit) BlackRock or its other accounts or funds, and the purchase of a security or covering of a","page_number":49,"box":{"x":59,"y":154,"width":875,"height":12}},{"id":"922c3fde-b37f-4bb4-ba52-9c8be42aa3af","block_type":"box","text":"short position in a security by a Fund may increase the price of the same security held by (and therefore benefit) BlackRock or","page_number":49,"box":{"x":59,"y":169,"width":880,"height":12}},{"id":"da6445d5-25b1-446e-8f97-e50d291601dc","block_type":"box","text":"its other accounts or funds.","page_number":49,"box":{"x":60,"y":184,"width":191,"height":9}},{"id":"434b044a-3625-4ed0-b779-55b8e3fbae63","block_type":"box","text":"BlackRock, on behalf of other client accounts, on the one hand, and a Fund, on the other hand, may invest in or extend credit","page_number":49,"box":{"x":60,"y":210,"width":874,"height":13}},{"id":"e96953ca-d8b8-410a-95f5-d5ed23a8ebf6","block_type":"box","text":"to different parts of the capital structure of a single issuer. BlackRock may pursue rights, provide advice or engage in other","page_number":49,"box":{"x":59,"y":225,"width":854,"height":13}},{"id":"35dc6d8f-a5f5-4192-ada4-c5d80be622a0","block_type":"box","text":"activities, or refrain from pursuing rights, providing advice or engaging in other activities, on behalf of other clients with","page_number":49,"box":{"x":59,"y":240,"width":836,"height":13}},{"id":"759400ea-cc26-4422-8e07-c361d771edbe","block_type":"box","text":"respect to an issuer in which a Fund has invested, and such actions (or refraining from action) may have a material adverse","page_number":49,"box":{"x":60,"y":256,"width":861,"height":12}},{"id":"76debb85-3926-4452-978b-e11b153bc55f","block_type":"box","text":"effect on the Fund. In situations in which clients of BlackRock (including the Funds) hold positions in multiple parts of the","page_number":49,"box":{"x":59,"y":271,"width":850,"height":12}},{"id":"ab4fc7d9-0249-434e-820f-75782b9a16de","block_type":"box","text":"capital structure of an issuer, BlackRock may not pursue certain actions or remedies that may be available to a Fund, as a","page_number":49,"box":{"x":59,"y":286,"width":845,"height":12}},{"id":"d70fb8f2-77e3-4a40-aa27-7a8a993b1c6e","block_type":"box","text":"result of legal and regulatory requirements or otherwise. BlackRock addresses these and other potential conflicts of interest","page_number":49,"box":{"x":60,"y":301,"width":863,"height":12}},{"id":"6b96204f-0e92-449a-bcae-4ed9ec9d88de","block_type":"box","text":"based on the facts and circumstances of particular situations. For example, BlackRock may determine to rely on information","page_number":49,"box":{"x":60,"y":316,"width":866,"height":12}},{"id":"ae7c8a7b-7978-44b6-817b-de7e092d93e0","block_type":"box","text":"barriers between different business units or portfolio management teams. BlackRock may also determine to rely on the","page_number":49,"box":{"x":60,"y":331,"width":831,"height":13}},{"id":"ec556f48-607f-468e-8ca4-73c3c238426f","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":49,"box":{"x":59,"y":346,"width":841,"height":13}},{"id":"68ee2860-764e-4396-b8e5-0cd3c95469d9","block_type":"box","text":"behalf of the Funds.","page_number":49,"box":{"x":60,"y":361,"width":137,"height":10}},{"id":"fd9209aa-a1c2-40cb-b9be-16893c0f2f79","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":49,"box":{"x":60,"y":388,"width":815,"height":12}},{"id":"f4cd81a2-6624-440a-9a95-6e6499f2e427","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":49,"box":{"x":60,"y":403,"width":869,"height":12}},{"id":"340c9114-4713-4541-972f-3bb817c3da43","block_type":"box","text":"of interest relating to asset allocation, timing of Fund purchases and redemptions or sales, and increased remuneration and","page_number":49,"box":{"x":59,"y":418,"width":864,"height":12}},{"id":"0b76ff41-58d9-4fdb-9102-e0192de0c074","block_type":"box","text":"profitability for BlackRock and/or its personnel, including portfolio managers.","page_number":49,"box":{"x":59,"y":433,"width":541,"height":13}},{"id":"2d6732ab-b848-4577-8321-4b87f6b1c255","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":49,"box":{"x":60,"y":460,"width":827,"height":12}},{"id":"e3b3e3a4-116f-4069-8e69-ffb832077f6b","block_type":"box","text":"account advised by BlackRock. BlackRock may (but is not required to) effect purchases and sales between BlackRock clients","page_number":49,"box":{"x":59,"y":475,"width":866,"height":12}},{"id":"feddfcab-642c-4864-8f86-dd58c6b88abe","block_type":"box","text":"(“cross trades”), including the Funds, if BlackRock believes such transactions are appropriate based on each party’s","page_number":49,"box":{"x":60,"y":490,"width":804,"height":12}},{"id":"2000c35f-60f1-48d4-b182-6284848b4c23","block_type":"box","text":"investment objectives and guidelines, subject to applicable law and regulation. There may be potential conflicts of interest or","page_number":49,"box":{"x":60,"y":505,"width":872,"height":12}},{"id":"1b272a9e-2fc3-4b8f-aaf2-0323912df55a","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":49,"box":{"x":60,"y":520,"width":875,"height":12}},{"id":"bdcece90-7f3c-47a9-ab44-dca63434bba8","block_type":"box","text":"Funds. BlackRock may have a potentially conflicting division of loyalties and responsibilities to the parties in such","page_number":49,"box":{"x":60,"y":535,"width":787,"height":13}},{"id":"069feec4-d9e2-4941-bc93-ecae90c37a30","block_type":"box","text":"transactions.","page_number":49,"box":{"x":59,"y":551,"width":89,"height":9}},{"id":"10681ec8-ac3a-4d65-83c7-e3728cfa0c44","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":49,"box":{"x":60,"y":577,"width":839,"height":12}},{"id":"e1fc1f99-9bee-4d41-83d3-1b5114775dc6","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":49,"box":{"x":59,"y":592,"width":879,"height":12}},{"id":"74a4b645-4807-4a93-8535-c00d264e34f7","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":49,"box":{"x":60,"y":607,"width":847,"height":12}},{"id":"2af8eb8b-68a9-4bc6-8e9e-be42a5dfd392","block_type":"box","text":"effected at prices or terms that may be less favorable than would otherwise have been the case.","page_number":49,"box":{"x":59,"y":622,"width":668,"height":13}},{"id":"222dd273-397e-476b-b4ab-742435d88940","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":49,"box":{"x":59,"y":649,"width":873,"height":12}},{"id":"9c1e1648-aa1c-44a4-86b6-b9317b79afdf","block_type":"box","text":"accounts or other accounts (including investment companies or collective investment vehicles) that it manages or advises. It","page_number":49,"box":{"x":59,"y":664,"width":874,"height":12}},{"id":"e37530f8-86ba-4b24-9152-d84db0d1d974","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":49,"box":{"x":60,"y":679,"width":851,"height":12}},{"id":"6a98a270-1317-48f6-991e-e0db5ca0a278","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":49,"box":{"x":60,"y":694,"width":858,"height":12}},{"id":"99365184-cbdd-4140-9e9a-025e3b88f77e","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":49,"box":{"x":59,"y":709,"width":839,"height":12}},{"id":"1532e6ef-5520-4f45-97df-c025b4a4326b","block_type":"box","text":"achieve significant profits. The opposite result is also possible.","page_number":49,"box":{"x":59,"y":724,"width":434,"height":13}},{"id":"cdff11d3-439e-4387-8e71-2a0b27f49e6f","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":49,"box":{"x":60,"y":751,"width":837,"height":12}},{"id":"79c3feaa-914f-4c9f-8cc0-feb6ef650f1d","block_type":"box","text":"activities because of regulatory, legal or contractual requirements applicable to BlackRock or other accounts managed or","page_number":49,"box":{"x":59,"y":766,"width":846,"height":12}},{"id":"6c17c7d5-fa30-47a8-bf19-2353e663ab61","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":49,"box":{"x":59,"y":781,"width":840,"height":12}},{"id":"009fb74f-fb46-47d4-9f87-8a78f96372e0","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":49,"box":{"x":59,"y":796,"width":850,"height":12}},{"id":"2a24d341-f6ba-4d5f-a9ab-5d53104042b8","block_type":"box","text":"securities or instruments with respect to which BlackRock is performing services or when position limits have been reached.","page_number":49,"box":{"x":59,"y":811,"width":868,"height":13}},{"id":"14b33c76-6522-4e0c-96cc-519eec4ae2f4","block_type":"box","text":"For example, the investment activities of BlackRock for its proprietary accounts and accounts under its management may","page_number":49,"box":{"x":60,"y":826,"width":850,"height":13}},{"id":"84ebe673-31c1-485f-a592-e7729f1167f0","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":49,"box":{"x":60,"y":841,"width":859,"height":13}},{"id":"026d50cd-e68c-4675-89e5-dc87d7a464c0","block_type":"box","text":"the amount of investment, in the aggregate or in individual issuers, by affiliated foreign investors.","page_number":49,"box":{"x":59,"y":857,"width":677,"height":12}},{"id":"3eee7db3-52c5-4034-a3e2-21ba5dd0941a","block_type":"box","text":"36","page_number":49,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"933a618f-1319-4140-86ff-5f3ccd422736","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":60,"y":67,"width":859,"height":12}},{"id":"a64a8e13-dace-49ba-90b2-1c08f14eae73","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":59,"y":82,"width":841,"height":12}},{"id":"b99877c2-1dcf-421c-900e-eebb46347d91","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":60,"y":97,"width":854,"height":12}},{"id":"a7fca4f3-886c-41c8-9c99-8a6004febdc8","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":59,"y":112,"width":816,"height":12}},{"id":"6fe7ecfa-8e6b-4db6-ac0e-9a8a3c20d441","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":59,"y":127,"width":859,"height":12}},{"id":"006a1d29-8a89-45d1-a25c-056ac0bf4003","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":59,"y":142,"width":819,"height":13}},{"id":"68f0cf47-343d-4f72-81d7-991951c5f253","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":60,"y":157,"width":844,"height":13}},{"id":"db0b0117-e059-4c2f-a4dc-a444f306a3d0","block_type":"box","text":"with the transactions and strategies employed by BlackRock in managing a Fund.","page_number":50,"box":{"x":59,"y":172,"width":568,"height":13}},{"id":"239c2dd3-b8cd-49ee-bc35-89b23d201b59","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":59,"y":199,"width":851,"height":12}},{"id":"40399f7a-c0a5-478e-890e-2aea89e353d9","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":59,"y":214,"width":852,"height":12}},{"id":"691d42a7-6631-462d-b941-71ae2befc51a","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":60,"y":229,"width":875,"height":12}},{"id":"4d808d32-d790-4e08-8735-0676eff4ec7c","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":60,"y":244,"width":868,"height":13}},{"id":"da63f063-46df-40c7-aec2-b1c012603743","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":60,"y":259,"width":868,"height":13}},{"id":"e0c556c3-cd79-456e-9f71-ada28950b909","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":59,"y":274,"width":816,"height":13}},{"id":"33865fa1-289d-4e3c-ad87-e7a34aa66014","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":50,"box":{"x":59,"y":290,"width":865,"height":12}},{"id":"890dfc72-1f69-40e6-aee2-08bbaed3eba3","block_type":"box","text":"their clients may be a consideration of which investors in a Fund should be aware.","page_number":50,"box":{"x":59,"y":305,"width":572,"height":12}},{"id":"7275c0ac-4168-4870-aaec-0ecd58f8935f","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":50,"box":{"x":60,"y":331,"width":835,"height":13}},{"id":"84263c3c-c917-40ae-884b-2482e147c328","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":50,"box":{"x":59,"y":346,"width":818,"height":13}},{"id":"7750d967-2303-4ccc-ba46-58183f7ca5c8","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":50,"box":{"x":59,"y":361,"width":844,"height":13}},{"id":"b0d1334b-2bc2-48fc-b4b7-5fb54132a467","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":50,"box":{"x":59,"y":377,"width":851,"height":12}},{"id":"0966c2ef-e2a0-4646-a1a7-fff605bf7d07","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":50,"box":{"x":59,"y":392,"width":838,"height":12}},{"id":"34a66c6f-567f-436f-83a8-0c1099fc67ed","block_type":"box","text":"BlackRock.","page_number":50,"box":{"x":60,"y":407,"width":73,"height":9}},{"id":"e937f31b-c490-43a7-90ec-eeb7c6ce1cbc","block_type":"box","text":"BlackRock may also create, write or issue derivatives for clients, the underlying securities, currencies or instruments of which","page_number":50,"box":{"x":60,"y":433,"width":872,"height":13}},{"id":"64ec584f-6eef-4e18-8032-215ddcf158b8","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":50,"box":{"x":60,"y":448,"width":847,"height":13}},{"id":"b888eeb3-7878-4313-a928-f3309d12b7ac","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":50,"box":{"x":60,"y":463,"width":826,"height":13}},{"id":"f0c9983a-eba8-4f18-b67b-5e8f5234bdc3","block_type":"box","text":"entered into an arrangement with Markit Indices Limited, the index provider for underlying fixed-income indexes used by","page_number":50,"box":{"x":59,"y":479,"width":847,"height":12}},{"id":"84c16fb4-b17c-44c2-83d1-0fd2f3d0ae61","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":50,"box":{"x":59,"y":494,"width":837,"height":12}},{"id":"3073a536-ee8f-42f9-976c-09c29d396505","block_type":"box","text":"these derivative products could also potentially lead to greater liquidity for such products, increased purchase activity with","page_number":50,"box":{"x":59,"y":509,"width":856,"height":12}},{"id":"cb980bb2-7a5c-4ec3-a5a0-34377f875b43","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":50,"box":{"x":60,"y":524,"width":870,"height":12}},{"id":"9d2d2830-7eba-4c8b-a24a-69c026a3deda","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":50,"box":{"x":59,"y":539,"width":839,"height":12}},{"id":"6cbb9003-8161-4b33-b17b-a718ca2b815d","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":50,"box":{"x":59,"y":554,"width":859,"height":12}},{"id":"97869b86-4dd2-4c92-8c10-7647701c98c0","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":50,"box":{"x":59,"y":569,"width":874,"height":13}},{"id":"39fe3926-cd2f-4a29-9d41-dc6b857ba89d","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":50,"box":{"x":59,"y":584,"width":816,"height":13}},{"id":"bbc143ec-153e-4809-a858-4995c023a078","block_type":"box","text":"BlackRock on an arms-length basis.","page_number":50,"box":{"x":60,"y":600,"width":247,"height":12}},{"id":"4962ac27-ac58-4b17-9cb5-06f92514c64b","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":50,"box":{"x":59,"y":626,"width":801,"height":12}},{"id":"2de0f780-03f0-4391-9d46-78509d5f7f66","block_type":"box","text":"commercial capacities for a Fund. It is anticipated that the commissions, mark-ups, markdowns, financial advisory fees,","page_number":50,"box":{"x":59,"y":641,"width":836,"height":12}},{"id":"ffe900db-76d3-4be8-b7fb-109691d471d8","block_type":"box","text":"underwriting and placement fees, sales fees, financing and commitment fees, brokerage fees, other fees, compensation or","page_number":50,"box":{"x":60,"y":656,"width":854,"height":13}},{"id":"8468813f-58e5-4685-9fd4-5f57d57bef1e","block_type":"box","text":"profits, rates, terms and conditions charged by BlackRock will be in its view commercially reasonable, although BlackRock,","page_number":50,"box":{"x":59,"y":671,"width":855,"height":13}},{"id":"2c6f3199-7e46-4f33-ac1d-7e5b1cf3eed0","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":50,"box":{"x":60,"y":686,"width":854,"height":13}},{"id":"970a486c-5b79-46d0-8066-3186e777eace","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":50,"box":{"x":59,"y":702,"width":858,"height":12}},{"id":"72f54968-3464-4feb-9a64-972bf3efe03b","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":50,"box":{"x":59,"y":717,"width":821,"height":12}},{"id":"746e2fd9-d805-48d6-bff4-c7abaca28cbe","block_type":"box","text":"commercial capacities for a Fund or BlackRock.","page_number":50,"box":{"x":59,"y":732,"width":330,"height":12}},{"id":"a0de78ce-a76a-4a5f-9372-f09363fe4ca6","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":50,"box":{"x":59,"y":758,"width":821,"height":13}},{"id":"631795fe-a5e6-4b67-9677-bad7a315c064","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":50,"box":{"x":59,"y":773,"width":851,"height":13}},{"id":"2a556780-6bf0-404a-ad4a-d2daf8abd2bf","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":50,"box":{"x":59,"y":788,"width":875,"height":13}},{"id":"34a5522c-5126-4c65-a976-5c7ddb9c9524","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":50,"box":{"x":59,"y":804,"width":824,"height":12}},{"id":"a38dd038-abaf-42c0-a3cc-cec2da8b4071","block_type":"box","text":"amounts.","page_number":50,"box":{"x":59,"y":820,"width":65,"height":8}},{"id":"ee00d69e-d6f0-4d58-aeae-a1ae9de60054","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":50,"box":{"x":59,"y":845,"width":858,"height":13}},{"id":"e072fd53-d5ae-4d96-81d7-0db8c1cc459d","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":50,"box":{"x":60,"y":860,"width":856,"height":13}},{"id":"51c36243-0ba2-48be-b9d5-1def4c44fd25","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":50,"box":{"x":59,"y":875,"width":874,"height":13}},{"id":"565c2df4-1a93-46d9-89ef-d89fe1d80c8e","block_type":"box","text":"37","page_number":50,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"0bbf3f78-697f-4c6e-99c5-dc9756e5389d","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":59,"y":67,"width":831,"height":12}},{"id":"3c2b2c18-e344-450c-97e8-a7c5b7dbe513","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":59,"y":82,"width":821,"height":12}},{"id":"7b1da35d-5f6f-403a-a890-4d84d66c443f","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":60,"y":108,"width":851,"height":13}},{"id":"d7ba39c5-6cd5-4ed1-b125-c0ba4dfca9ab","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":59,"y":123,"width":870,"height":13}},{"id":"67d5b42e-b67c-4352-9f09-d34b9cae3add","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":59,"y":138,"width":851,"height":13}},{"id":"5bef3b4c-0a3d-4fae-9330-2b80ecd4d6a9","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":60,"y":154,"width":871,"height":12}},{"id":"9884fe59-c3ea-43a6-b281-13b94ed61ed7","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":59,"y":169,"width":838,"height":12}},{"id":"29c64feb-baa8-4576-b79a-9ba7c79d9be1","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":60,"y":184,"width":870,"height":12}},{"id":"d7dcbf21-a4a1-48d8-a336-29f60c19b841","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":59,"y":199,"width":824,"height":12}},{"id":"833c7db6-9468-4477-9ce5-3f0d4238a66a","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":59,"y":214,"width":870,"height":12}},{"id":"e90af172-aa9f-4d84-a534-3335cbb9ed62","block_type":"box","text":"allocation.","page_number":51,"box":{"x":59,"y":229,"width":71,"height":10}},{"id":"7522403a-d08e-412c-98ca-b206c6de7e34","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":59,"y":256,"width":863,"height":12}},{"id":"d9e18b3f-9035-4cc7-bee4-a3b05b120ad1","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":59,"y":271,"width":881,"height":12}},{"id":"f43c0974-5cfd-4bb2-a240-718686fb5c55","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":59,"y":286,"width":875,"height":12}},{"id":"f7289a26-9a20-4531-b2c9-05cf5987d1ec","block_type":"box","text":"program-wide borrower limits (“credit limits”) to actively manage borrower-specific credit exposure. BlackRock oversees the","page_number":51,"box":{"x":59,"y":301,"width":870,"height":12}},{"id":"11ae53ee-2277-4d4f-ad7a-1da7c9c5afb8","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":51,"box":{"x":60,"y":316,"width":848,"height":12}},{"id":"09e3710c-cf67-42eb-b3ba-36e1dcdff5fa","block_type":"box","text":"market value as well as specific borrower credit characteristics. When necessary, BlackRock may adjust securities lending","page_number":51,"box":{"x":60,"y":331,"width":845,"height":13}},{"id":"bcfdcf54-5a06-413f-919b-b3e05c8e3ef8","block_type":"box","text":"program attributes by restricting eligible collateral or reducing borrower credit limits. As a result, the management of","page_number":51,"box":{"x":59,"y":346,"width":818,"height":13}},{"id":"96821fba-a716-4707-938c-11f5f2ee5b55","block_type":"box","text":"program-wide exposure as well as BlackRock-specific indemnification exposure may affect the amount of securities lending","page_number":51,"box":{"x":59,"y":361,"width":866,"height":13}},{"id":"48da851f-b16a-4238-b8eb-157c8cf06ea2","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":51,"box":{"x":59,"y":377,"width":864,"height":12}},{"id":"a6a20909-83dc-4a30-91d0-bd69116b2bc0","block_type":"box","text":"(including by asset type, collateral type and/or revenue profile).","page_number":51,"box":{"x":60,"y":392,"width":443,"height":12}},{"id":"2c149aaf-d21a-4d5a-ae36-0338bdc94418","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":51,"box":{"x":60,"y":418,"width":867,"height":12}},{"id":"a26bc51f-0529-4cde-83cd-63b1adc8c707","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":51,"box":{"x":59,"y":433,"width":866,"height":13}},{"id":"81084158-81eb-4528-a209-eccad0348987","block_type":"box","text":"liquidity considerations, or credit considerations, which may impact Funds by reducing or eliminating the volume of lending","page_number":51,"box":{"x":60,"y":448,"width":864,"height":13}},{"id":"aeaa7112-b973-4b89-83a2-ba967c8883f9","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":51,"box":{"x":59,"y":463,"width":867,"height":13}},{"id":"0777b231-4336-41b7-9b6d-09c46c1eef6b","block_type":"box","text":"loans overall. In addition, some borrowers may prefer certain BlackRock lenders that provide additional protections against","page_number":51,"box":{"x":60,"y":479,"width":857,"height":12}},{"id":"7b47d016-c18a-4e93-9401-589864edff33","block_type":"box","text":"lender default that are favored by their prudential regulation.","page_number":51,"box":{"x":60,"y":494,"width":421,"height":12}},{"id":"c9fc727f-c4b7-45a8-91c2-aa0c997dcf1f","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":51,"box":{"x":60,"y":520,"width":875,"height":12}},{"id":"e70d4da8-ce49-4f64-a221-48dcd299f2b1","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":51,"box":{"x":59,"y":535,"width":854,"height":13}},{"id":"533daafd-4373-467b-a074-211716a20209","block_type":"box","text":"(","page_number":51,"box":{"x":60,"y":550,"width":4,"height":13}},{"id":"af69c7db-4fea-45a3-b824-13e4b5f1e4fc","block_type":"box","text":"i.e","page_number":51,"box":{"x":65,"y":551,"width":15,"height":9}},{"id":"c6011a9d-c910-4ea8-8229-a66342141cb2","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":51,"box":{"x":81,"y":550,"width":825,"height":13}},{"id":"47655139-79d7-4654-b555-25db3c38b62e","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":51,"box":{"x":60,"y":566,"width":798,"height":12}},{"id":"c4a097ae-c301-460a-b53b-f9e768cd7444","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":51,"box":{"x":59,"y":581,"width":861,"height":12}},{"id":"7163ed44-7654-4399-ad4f-c132bf525763","block_type":"box","text":"provide equal lending opportunities for all portfolios, independent of whether BlackRock indemnifies the portfolio. Equal","page_number":51,"box":{"x":59,"y":596,"width":839,"height":12}},{"id":"c4bf829e-6328-4f33-bb9c-791a090099b6","block_type":"box","text":"opportunities for lending portfolios does not guarantee equal outcomes. Specifically, short and long-term outcomes for","page_number":51,"box":{"x":59,"y":611,"width":836,"height":12}},{"id":"5ca2c023-cabe-4270-a639-233c2daea38f","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":51,"box":{"x":60,"y":626,"width":858,"height":12}},{"id":"f6c900ab-e303-4658-8cd6-5c5b668cb737","block_type":"box","text":"the firm.","page_number":51,"box":{"x":59,"y":641,"width":58,"height":10}},{"id":"07cae29b-bf23-40f2-b1fd-bbee37558d49","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":51,"box":{"x":60,"y":668,"width":874,"height":12}},{"id":"6ffa5cb0-fdfd-48ba-9163-889071db9f6c","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":51,"box":{"x":59,"y":683,"width":849,"height":12}},{"id":"21342b12-719c-4b09-831d-f9d0913fb9f6","block_type":"box","text":"research payment arrangements. BlackRock, however, is not required to bunch or aggregate orders if portfolio management","page_number":51,"box":{"x":60,"y":698,"width":867,"height":12}},{"id":"746d07a2-30fa-4c68-a4bd-d45e6ac91b74","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":51,"box":{"x":59,"y":713,"width":864,"height":12}},{"id":"62ebb331-fa8b-4e74-b384-e6b72755a520","block_type":"box","text":"required, or in cases involving client direction.","page_number":51,"box":{"x":60,"y":728,"width":318,"height":12}},{"id":"932cdb31-8146-44f0-8a42-811efa8867c0","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":51,"box":{"x":60,"y":754,"width":872,"height":13}},{"id":"aba4fb88-ec6a-4bfc-a98f-6439b89e35e4","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":51,"box":{"x":59,"y":770,"width":819,"height":12}},{"id":"89ee8eb9-30db-4973-abc3-053f362a0761","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":51,"box":{"x":59,"y":785,"width":860,"height":12}},{"id":"73ed4662-986e-4229-b430-3a20a0217aba","block_type":"box","text":"the Funds. In addition, under certain circumstances, the Funds will not be charged the same commission or commission","page_number":51,"box":{"x":59,"y":800,"width":843,"height":12}},{"id":"3b4450a0-3429-4bde-8fa1-56076c1ac5d4","block_type":"box","text":"equivalent rates in connection with a bunched or aggregated order.","page_number":51,"box":{"x":59,"y":815,"width":471,"height":12}},{"id":"63333a44-5d92-4dd9-9955-d811d347d6b6","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":51,"box":{"x":60,"y":841,"width":847,"height":13}},{"id":"320bf85e-6639-441b-a68d-75250bed5c0c","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":51,"box":{"x":60,"y":857,"width":864,"height":12}},{"id":"e36e675e-e5e3-4afe-b9fc-0f2a33c782b2","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":51,"box":{"x":59,"y":872,"width":857,"height":12}},{"id":"650d676f-6d1b-4ccf-b342-138488740d11","block_type":"box","text":"38","page_number":51,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"8a99578d-42fd-43e5-85f6-ed1a6cf27379","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":59,"y":67,"width":843,"height":12}},{"id":"7cc09366-891b-47fb-9bd7-5d73a1dd1c36","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":60,"y":82,"width":814,"height":12}},{"id":"448e83c6-2395-45d8-8f79-28d98c87c89e","block_type":"box","text":"BlackRock.","page_number":52,"box":{"x":60,"y":97,"width":73,"height":10}},{"id":"8429e133-fc24-4e4b-b6d2-2f0aa06b9955","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":59,"y":123,"width":879,"height":13}},{"id":"1779015b-8064-4976-8d5c-1869aa527551","block_type":"box","text":"personnel, directly or through correspondent relationships, with research or other appropriate services which provide, in","page_number":52,"box":{"x":59,"y":138,"width":841,"height":13}},{"id":"23834c72-d5a2-4c15-b335-64988372cd54","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":60,"y":154,"width":867,"height":12}},{"id":"8aa15b93-889e-49ff-b94f-a0ccbfeae706","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":59,"y":169,"width":868,"height":12}},{"id":"55e712ad-d85d-48c0-8f01-04d86f4cbd31","block_type":"box","text":"law, research reports on companies, industries and securities; economic and financial data; financial publications; proxy","page_number":52,"box":{"x":60,"y":184,"width":836,"height":12}},{"id":"9cafdde5-96c3-438d-a0f7-33529c08c81f","block_type":"box","text":"analysis; trade industry seminars; computer data bases; research-oriented software and other services and products.","page_number":52,"box":{"x":59,"y":199,"width":816,"height":12}},{"id":"39a13ce3-facb-49b7-8875-f75d91c77727","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":60,"y":225,"width":840,"height":13}},{"id":"aec7b7f0-f853-4f32-ad26-822f0735bf08","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":59,"y":240,"width":875,"height":13}},{"id":"f9d0e2ca-e0a9-487d-8d0d-39fe353f805f","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":60,"y":256,"width":839,"height":12}},{"id":"5bef784f-5d60-469b-99e3-f59e43936f24","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":60,"y":271,"width":869,"height":12}},{"id":"0b182741-4800-4f59-83f6-ff1dea174105","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":59,"y":286,"width":863,"height":12}},{"id":"ee976e5d-ad30-4372-85c7-e120a128ca12","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":60,"y":301,"width":840,"height":12}},{"id":"b1cc5b2d-3c41-4cba-a486-a93c42d5d1d0","block_type":"box","text":"including disproportionate benefits, of economies of scale or price discounts in connection with products and services that","page_number":52,"box":{"x":60,"y":316,"width":861,"height":12}},{"id":"40208e56-9b94-476e-88b8-a488b80f6010","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":52,"box":{"x":60,"y":331,"width":867,"height":13}},{"id":"76a03ced-f537-4150-b70a-0daee8b02d42","block_type":"box","text":"will not have to pay for those products and services itself.","page_number":52,"box":{"x":59,"y":346,"width":400,"height":13}},{"id":"4c1d9962-df1a-47ad-93c4-9fdc6366672c","block_type":"box","text":"BlackRock, unless prohibited by applicable law, may endeavor to execute trades through brokers who, pursuant to such","page_number":52,"box":{"x":60,"y":373,"width":833,"height":12}},{"id":"76bf3217-fd8d-4ad9-ad45-116f44a307e9","block_type":"box","text":"arrangements, provide research or other services in order to ensure the continued receipt of research or other services","page_number":52,"box":{"x":59,"y":388,"width":827,"height":12}},{"id":"50543d0a-e577-4c08-9aa8-b786b858f56c","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":52,"box":{"x":60,"y":403,"width":844,"height":12}},{"id":"5fcaa735-b61c-4c77-b869-2e76b5f68c7f","block_type":"box","text":"engage in the above described arrangements to varying degrees. BlackRock, unless prohibited by applicable law, may also","page_number":52,"box":{"x":59,"y":418,"width":851,"height":12}},{"id":"dd362d65-9c78-4cdd-b970-d1071a6dbef9","block_type":"box","text":"enter into commission sharing arrangements under which BlackRock may execute transactions through a broker-dealer and","page_number":52,"box":{"x":59,"y":433,"width":871,"height":13}},{"id":"f16bd248-c496-4ea3-b3d3-d0bb6abc25df","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":52,"box":{"x":60,"y":448,"width":844,"height":13}},{"id":"90610f9c-53a0-4eda-a17b-74d3a4653d35","block_type":"box","text":"research to BlackRock. To the extent that BlackRock engages in commission sharing arrangements, many of the same","page_number":52,"box":{"x":60,"y":463,"width":825,"height":13}},{"id":"927606d5-51b4-433e-9033-c4689a6517c3","block_type":"box","text":"conflicts related to traditional soft dollars may exist.","page_number":52,"box":{"x":59,"y":479,"width":361,"height":12}},{"id":"bb04b5eb-db55-4ab5-bbc7-d72b43ac8ae3","block_type":"box","text":"BlackRock may utilize certain electronic crossing networks (“ECNs”) (including, without limitation, ECNs in which BlackRock","page_number":52,"box":{"x":60,"y":505,"width":868,"height":12}},{"id":"6b80476d-b7b1-431a-92c5-6a0c9003a68c","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":52,"box":{"x":60,"y":520,"width":862,"height":12}},{"id":"7068e59a-d476-420f-805e-62a499491063","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":52,"box":{"x":59,"y":535,"width":846,"height":13}},{"id":"5db854d4-4132-4bc9-a6de-3c51fe48d795","block_type":"box","text":"transaction fees, which are similar to commissions or markups/markdowns, will generally be charged to clients and, like","page_number":52,"box":{"x":59,"y":550,"width":842,"height":13}},{"id":"257edae6-09c3-497c-a69b-cc34c117411d","block_type":"box","text":"commissions and markups/markdowns, would generally be included in the cost of the securities purchased. Access fees","page_number":52,"box":{"x":59,"y":566,"width":846,"height":12}},{"id":"3606114e-4e3d-4bd8-8dd4-24e6d4bdd4cc","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":52,"box":{"x":60,"y":581,"width":871,"height":12}},{"id":"3a48d40b-9107-4adc-b19b-802abbb3359f","block_type":"box","text":"Funds. In certain circumstances, ECNs may offer volume discounts that will reduce the access fees typically paid by","page_number":52,"box":{"x":60,"y":596,"width":805,"height":12}},{"id":"9d4a46db-b160-49df-9ac0-484ce69d5883","block_type":"box","text":"BlackRock. BlackRock will only utilize ECNs consistent with its obligation to seek to obtain best execution in client","page_number":52,"box":{"x":60,"y":611,"width":793,"height":12}},{"id":"c4cddfdc-9c3a-4dc8-a878-638662806b22","block_type":"box","text":"transactions.","page_number":52,"box":{"x":59,"y":627,"width":89,"height":9}},{"id":"1183e2de-0dfe-4c57-bbc8-8ac2e378afa5","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":52,"box":{"x":60,"y":652,"width":821,"height":13}},{"id":"03376b4a-7653-482b-9c61-3a29f64f15de","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":52,"box":{"x":59,"y":668,"width":859,"height":12}},{"id":"4f53c34a-82dc-458e-9367-3da1301d6dc6","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":52,"box":{"x":59,"y":683,"width":870,"height":12}},{"id":"e5a94eed-bf54-40f9-baf7-0406623d9ad9","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":52,"box":{"x":60,"y":698,"width":810,"height":12}},{"id":"b9569d52-6acc-40f3-a714-ddbcf9b622dd","block_type":"box","text":"BlackRock has adopted policies and procedures designed to prevent conflicts of interest from influencing proxy voting","page_number":52,"box":{"x":60,"y":724,"width":825,"height":13}},{"id":"ab930399-6ec7-4b5e-9082-4f00b07eb7a4","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":52,"box":{"x":59,"y":739,"width":872,"height":13}},{"id":"40fd1bdf-c1c9-4843-83af-89f0f4687a0d","block_type":"box","text":"accordance with BlackRock’s fiduciary obligations to its clients. Nevertheless, notwithstanding such proxy voting policies and","page_number":52,"box":{"x":59,"y":754,"width":876,"height":13}},{"id":"6ef7afa4-c5a2-4601-88af-0fad66af2dcc","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":52,"box":{"x":59,"y":770,"width":824,"height":12}},{"id":"82a9f28c-874b-4610-8db0-5f03a1d1dbad","block_type":"box","text":"businesses of other divisions or units of BlackRock, provided that BlackRock believes such voting decisions to be in","page_number":52,"box":{"x":60,"y":785,"width":801,"height":12}},{"id":"602a0dec-7c8f-4817-b455-0d92bbea15e5","block_type":"box","text":"accordance with its fiduciary obligations. For a more detailed discussion of these policies and procedures, see “Proxy Voting","page_number":52,"box":{"x":59,"y":800,"width":866,"height":12}},{"id":"c88ed5d0-2238-45f1-8202-b9f3516eaea3","block_type":"box","text":"Policies.”","page_number":52,"box":{"x":60,"y":815,"width":60,"height":10}},{"id":"fe459ebf-f468-41d7-8f6a-2e08de09a39b","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":52,"box":{"x":60,"y":841,"width":819,"height":13}},{"id":"f23e5dc7-c061-41ef-a56c-a61166d3d348","block_type":"box","text":"managed accounts) may, subject to compliance with applicable law, purchase and hold shares of a Fund. 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A large sale or redemption of shares of the Fund by BlackRock itself or a BlackRock","page_number":53,"box":{"x":59,"y":97,"width":856,"height":12}},{"id":"a1de2f68-6e65-4d73-98c6-b3f6e8bb33f5","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":59,"y":112,"width":822,"height":12}},{"id":"2a4042e8-05d8-4d09-a9bb-cc63b7dabb66","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":60,"y":127,"width":871,"height":12}},{"id":"dc145d09-d0a1-4470-84e3-5fce190ea1e0","block_type":"box","text":"Fund.","page_number":53,"box":{"x":60,"y":142,"width":37,"height":10}},{"id":"108895c5-f0cd-4a51-a29a-0dcff6c52f24","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":60,"y":169,"width":828,"height":12}},{"id":"e0f688b9-14c9-48e0-9299-2f8eed99bfbb","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":59,"y":184,"width":858,"height":12}},{"id":"fcf811ca-1198-4de9-b12e-ad88cbd80be5","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":59,"y":199,"width":861,"height":12}},{"id":"6089e166-bd2d-40b0-a3ec-531f46d0eca6","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":59,"y":214,"width":870,"height":12}},{"id":"132cc812-f538-49e6-88cf-3d9c2ab00ac0","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":59,"y":229,"width":840,"height":12}},{"id":"6df67f2c-4525-48aa-9abe-b851cb5bee0f","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":59,"y":244,"width":860,"height":13}},{"id":"c30be835-5d05-49d3-92a7-a790fbe813b2","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":59,"y":259,"width":867,"height":13}},{"id":"4959a3b4-a4d8-45cb-86ff-1606a258c40f","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":53,"box":{"x":60,"y":286,"width":855,"height":12}},{"id":"f109b671-41c9-4075-9760-c3a93d963bee","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":53,"box":{"x":60,"y":301,"width":849,"height":12}},{"id":"ec41ae7a-d6c8-4dba-9d66-67551c8f51f4","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":53,"box":{"x":59,"y":316,"width":863,"height":12}},{"id":"81524aa5-dcf6-4340-9536-bb81836a29b8","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":53,"box":{"x":59,"y":331,"width":860,"height":13}},{"id":"6ceb286f-8af7-47a0-aefb-241a93cf8869","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":53,"box":{"x":59,"y":346,"width":849,"height":13}},{"id":"26933bb8-ecdc-4011-8928-0b358cc144e7","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":53,"box":{"x":59,"y":361,"width":872,"height":13}},{"id":"f6822dc7-d559-4754-833d-c10392839c05","block_type":"box","text":"products or services, and the remuneration and profitability to BlackRock and such personnel resulting from transactions on","page_number":53,"box":{"x":59,"y":377,"width":869,"height":12}},{"id":"4df5c0fb-4464-4c45-9eda-1ad7aefb97c7","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":53,"box":{"x":60,"y":392,"width":865,"height":12}},{"id":"4c44fa5b-1da1-4869-8105-8f34263b20b2","block_type":"box","text":"products.","page_number":53,"box":{"x":59,"y":407,"width":65,"height":12}},{"id":"610d9eef-77c4-404b-a6e4-4d97d821e79b","block_type":"box","text":"Third parties, including service providers to BlackRock or the Fund, may sponsor events (including, but not limited to,","page_number":53,"box":{"x":59,"y":433,"width":820,"height":13}},{"id":"4cfe52dd-ac61-413e-a5b8-98d2ab71d16d","block_type":"box","text":"marketing and promotional activities and presentations, educational training programs and conferences) for registered","page_number":53,"box":{"x":60,"y":448,"width":832,"height":13}},{"id":"38495748-66df-4c7c-85d6-3a5d040a0e02","block_type":"box","text":"representatives, other professionals and individual investors. There is a potential conflict of interest as such sponsorships","page_number":53,"box":{"x":60,"y":463,"width":845,"height":13}},{"id":"d6ff58b4-bf7f-4fd6-bf2d-a989adc78e08","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":53,"box":{"x":60,"y":479,"width":876,"height":12}},{"id":"8e55b52c-45be-4775-9c3a-44f60787376b","block_type":"box","text":"provide services to the Fund.","page_number":53,"box":{"x":59,"y":494,"width":200,"height":12}},{"id":"702c7e3b-3f07-458a-8ecf-e56cb63d12a7","block_type":"box","text":"BlackRock may provide valuation assistance to certain clients with respect to certain securities or other investments and the","page_number":53,"box":{"x":60,"y":520,"width":867,"height":12}},{"id":"3cc5c406-c1e0-4968-ab17-2678d97244d9","block_type":"box","text":"valuation recommendations made for such clients’ accounts may differ from the valuations for the same securities or","page_number":53,"box":{"x":59,"y":535,"width":821,"height":13}},{"id":"3a1dcb63-24fd-465c-a12c-6a6108b8ab24","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":53,"box":{"x":60,"y":550,"width":854,"height":13}},{"id":"3cccc73a-191e-4509-98dc-d9030d4aaa79","block_type":"box","text":"data sources unavailable to the Fund’s pricing vendors. While BlackRock will generally communicate its valuation information","page_number":53,"box":{"x":59,"y":566,"width":877,"height":12}},{"id":"44c061ee-8829-4161-8b6e-0f522b14913c","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":53,"box":{"x":59,"y":581,"width":849,"height":12}},{"id":"ba0d5654-69f1-4bb8-a068-9415472811dc","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":53,"box":{"x":59,"y":596,"width":821,"height":12}},{"id":"9af7a927-5e54-4ba9-9129-e49138d8df36","block_type":"box","text":"security or investment determined or recommended by BlackRock.","page_number":53,"box":{"x":59,"y":611,"width":466,"height":12}},{"id":"a367a4b9-0771-4d2d-a967-479aa476dfb8","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":53,"box":{"x":59,"y":637,"width":816,"height":13}},{"id":"e4261c35-2a2c-4975-a96d-9d9481179546","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":53,"box":{"x":59,"y":652,"width":869,"height":13}},{"id":"0e2eb527-9cf7-440a-ac2d-ad555820fab7","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":53,"box":{"x":60,"y":668,"width":851,"height":12}},{"id":"62ea7846-8bdd-494b-bef4-993613c5132f","block_type":"box","text":"through BlackRock’s Rule 2a-5 Committee (the “2a-5 Committee”), with assistance from other BlackRock pricing committees","page_number":53,"box":{"x":59,"y":683,"width":879,"height":12}},{"id":"82b8b1ee-e09f-4782-bab1-704ec920c54e","block_type":"box","text":"and in accordance with BlackRock’s policies and procedures (the “Valuation Procedures”). When determining a “fair value","page_number":53,"box":{"x":59,"y":698,"width":854,"height":12}},{"id":"b5c2bc41-face-439c-991e-ac929fa01eea","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":53,"box":{"x":59,"y":713,"width":878,"height":12}},{"id":"d3317a1a-16f2-498b-a23e-5b007043c657","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":53,"box":{"x":59,"y":728,"width":844,"height":12}},{"id":"aa2bbe85-f408-4294-ad74-fda72bbab70d","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":53,"box":{"x":60,"y":743,"width":863,"height":12}},{"id":"68279ac4-d6db-4347-a5f4-2cf9d1631d58","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":53,"box":{"x":59,"y":758,"width":835,"height":13}},{"id":"ae485636-d1a6-496b-8353-dcf9a4830f5a","block_type":"box","text":"determination, and may be based on analytical values determined by BlackRock using proprietary or third party valuation","page_number":53,"box":{"x":59,"y":773,"width":846,"height":13}},{"id":"34cdb0bb-fcf0-4a8a-809c-be0178bb4f1b","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":53,"box":{"x":60,"y":788,"width":876,"height":13}},{"id":"9c8631ab-cc3a-4c56-8846-675e8ad95373","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":53,"box":{"x":59,"y":804,"width":843,"height":12}},{"id":"cc780722-db05-4f35-b6fd-a87cc7f011dd","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":53,"box":{"x":59,"y":819,"width":865,"height":12}},{"id":"1026ed13-b54b-444c-8180-ac671d939aa7","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":53,"box":{"x":60,"y":834,"width":873,"height":12}},{"id":"fcca3faa-1a4e-44f1-a8c8-fa18fed88edd","block_type":"box","text":"diluting or increasing the economic interest of existing shareholders and may affect the amount of revenue received by","page_number":53,"box":{"x":59,"y":849,"width":832,"height":12}},{"id":"034223ed-791e-4fbd-9530-af9902ed6184","block_type":"box","text":"BlackRock with respect to services for which it receives an asset-based fee.","page_number":53,"box":{"x":60,"y":864,"width":522,"height":12}},{"id":"e4eb4ef7-6268-4933-a57f-9c257e52a08e","block_type":"box","text":"40","page_number":53,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"bfb78bea-847f-4cba-9997-b1d3d59e5541","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":59,"y":67,"width":847,"height":12}},{"id":"9777daa1-e36a-4cb2-a21f-5ee3dd2b32f2","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":60,"y":82,"width":870,"height":12}},{"id":"0c440115-9d59-4c60-a5a7-f708bf9b594e","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":59,"y":97,"width":857,"height":12}},{"id":"8c6d8da2-dee8-4d30-aa2e-6a840c4cecd3","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":59,"y":112,"width":832,"height":12}},{"id":"00d3a257-1a5f-419d-9db3-f62bc766945c","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":60,"y":138,"width":866,"height":13}},{"id":"638ac9ee-c085-4a54-8052-958b87341f16","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":59,"y":154,"width":865,"height":12}},{"id":"27da8d8b-7de9-4c58-9753-01e59c88540b","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":60,"y":169,"width":855,"height":12}},{"id":"7875d72c-3693-41d1-9960-87897078a93c","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":59,"y":184,"width":873,"height":12}},{"id":"5a7d0ed4-b52c-4dd0-8a98-b3b8ba2748c6","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":59,"y":199,"width":868,"height":12}},{"id":"24f2da7c-7136-43d8-b07b-24bfbfd2a453","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":59,"y":214,"width":846,"height":12}},{"id":"6fbdb909-42d5-4f87-878f-f23ce548a914","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":59,"y":229,"width":841,"height":12}},{"id":"4eb92f65-1270-46cd-8f8e-8c9307e18349","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":60,"y":244,"width":850,"height":13}},{"id":"2143c082-d04e-4122-b25d-c3c1877b4e36","block_type":"box","text":"may be obtained, after paying a duplicating fee, by e-mail at publicinfo@sec.gov.","page_number":54,"box":{"x":60,"y":259,"width":562,"height":13}},{"id":"a4ec5b4c-dac8-4cad-bd56-7fc0906aa9db","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":54,"box":{"x":60,"y":286,"width":860,"height":12}},{"id":"ca3bf336-2408-419f-bcf6-85865c0746d1","block_type":"box","text":"Fund may in accordance with rules or guidance adopted under the Investment Company Act engage in transactions with","page_number":54,"box":{"x":60,"y":301,"width":847,"height":12}},{"id":"c4317125-bc81-4a52-8092-7b3b52663498","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":54,"box":{"x":59,"y":316,"width":878,"height":11}},{"id":"8290de84-40e8-45f9-b287-d3eb6e9cf6ee","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":54,"box":{"x":59,"y":331,"width":852,"height":13}},{"id":"b0d8666d-c087-47c7-90f4-814c46cde303","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":54,"box":{"x":59,"y":346,"width":856,"height":13}},{"id":"1bcf813f-716e-4e7a-b766-dc2599f343d9","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":54,"box":{"x":60,"y":361,"width":846,"height":13}},{"id":"2c38ff1a-74b1-4ae4-a90b-65aba28f399f","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":54,"box":{"x":59,"y":377,"width":840,"height":12}},{"id":"e2586237-9e1e-49c5-a881-7b37bf222d96","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":54,"box":{"x":60,"y":392,"width":869,"height":12}},{"id":"34a1b66e-b718-4ce8-b5bc-81c156f0906e","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":54,"box":{"x":60,"y":407,"width":876,"height":12}},{"id":"b2c7bfac-16b5-4903-a39e-09636ec1a828","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":54,"box":{"x":59,"y":422,"width":863,"height":12}},{"id":"8b289e94-5d6c-4c3d-b804-1600ee23b2d8","block_type":"box","text":"certain securities or instruments issued by or related to companies for which BlackRock is performing advisory or other","page_number":54,"box":{"x":59,"y":437,"width":835,"height":12}},{"id":"6e3921b7-2cf3-4532-93a9-f987f7dc8652","block_type":"box","text":"services or has proprietary positions. For example, when BlackRock is engaged to provide advisory or risk management","page_number":54,"box":{"x":59,"y":452,"width":834,"height":12}},{"id":"dbc57f7d-555d-42e9-a1ab-0e4d6ab43a50","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":54,"box":{"x":59,"y":467,"width":859,"height":13}},{"id":"106dcdc1-4cb1-4d3b-bbc2-77a9dba2c19d","block_type":"box","text":"behalf of a Fund, particularly where such services result in BlackRock obtaining material non-public information about the","page_number":54,"box":{"x":60,"y":482,"width":853,"height":13}},{"id":"bc001157-252d-4b3d-b768-4d7d275f83e3","block_type":"box","text":"company (","page_number":54,"box":{"x":59,"y":497,"width":74,"height":13}},{"id":"9d44c786-4d42-4d37-89a3-e8466403037e","block_type":"box","text":"e.g","page_number":54,"box":{"x":134,"y":501,"width":20,"height":9}},{"id":"7cc3c1d2-2a7f-472c-b64c-826e2aa055fd","block_type":"box","text":"., in connection with participation in a creditors’ committee). Similar situations could arise if personnel of","page_number":54,"box":{"x":155,"y":497,"width":736,"height":13}},{"id":"658646db-d0cf-4bcc-95b5-650a3a87c1cd","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":54,"box":{"x":60,"y":513,"width":860,"height":12}},{"id":"cb31a616-e3de-4188-bfa2-a30813e514ad","block_type":"box","text":"by applicable law, and where consistent with BlackRock’s policies and procedures (including the necessary implementation","page_number":54,"box":{"x":60,"y":528,"width":860,"height":12}},{"id":"2fd6da50-430a-4ba4-b817-e47e513190c9","block_type":"box","text":"of appropriate information barriers), the Funds may purchase securities or instruments that are issued by such companies,","page_number":54,"box":{"x":59,"y":543,"width":858,"height":12}},{"id":"40417748-0301-45a1-a9f4-a4a0773addc8","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":54,"box":{"x":59,"y":558,"width":864,"height":12}},{"id":"6dfe4403-89b6-42fe-b894-36c6735dafd0","block_type":"box","text":"or officers of the issuer.","page_number":54,"box":{"x":59,"y":573,"width":162,"height":10}},{"id":"241cd211-0bc1-4fe6-8585-bad676c14df8","block_type":"box","text":"BlackRock has adopted and implemented policies and procedures that are designed to address potential conflicts that arise","page_number":54,"box":{"x":60,"y":600,"width":863,"height":12}},{"id":"0d9eddd0-b937-4f01-be68-22a985b70400","block_type":"box","text":"in connection with the advisory services BlackRock provides to Funds and other clients. Certain BlackRock advisory personnel","page_number":54,"box":{"x":60,"y":615,"width":877,"height":12}},{"id":"279e3181-d1a3-4cbb-910d-c2e2959356fc","block_type":"box","text":"may take views, and make decisions or recommendations, that are different than or opposite those of other BlackRock","page_number":54,"box":{"x":60,"y":630,"width":828,"height":12}},{"id":"503f0bab-6c6e-4739-8c8f-3d875a075646","block_type":"box","text":"advisory personnel. Certain portfolio management teams within BlackRock may make decisions or take (or refrain from","page_number":54,"box":{"x":59,"y":645,"width":835,"height":12}},{"id":"7c521b74-b52d-482e-b617-efdd386bf5f0","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":54,"box":{"x":59,"y":660,"width":870,"height":12}},{"id":"84a78364-3255-443d-a12e-05e698ca714d","block_type":"box","text":"taken (or not taken) by the Funds’ portfolio management teams. The various portfolio management teams may not share","page_number":54,"box":{"x":59,"y":675,"width":852,"height":12}},{"id":"d7dd6fa1-1d55-4a5a-a7f2-81d0b38f886b","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":54,"box":{"x":60,"y":690,"width":843,"height":13}},{"id":"d0728596-6f1d-4616-a221-b3187ab3545b","block_type":"box","text":"obligation or other duty to do so.","page_number":54,"box":{"x":59,"y":705,"width":230,"height":13}},{"id":"e2e60cc8-4a7f-4e4a-9bca-1ef2fafe35a2","block_type":"box","text":"BlackRock has established certain information barriers and other policies to address the sharing of information between","page_number":54,"box":{"x":60,"y":732,"width":838,"height":12}},{"id":"37820ed2-badb-4147-be7d-19e203a2a780","block_type":"box","text":"different businesses within BlackRock, including, effective on or about January 21, 2025, with respect to personnel responsible","page_number":54,"box":{"x":59,"y":747,"width":880,"height":12}},{"id":"266bce85-c40f-4f9c-a7c8-5ba0139e0441","block_type":"box","text":"with managing portfolios and voting proxies with respect to certain index equity portfolios versus those responsible for","page_number":54,"box":{"x":59,"y":762,"width":834,"height":12}},{"id":"240ffbde-45c9-43b1-adac-334fd437fcd8","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":54,"box":{"x":60,"y":777,"width":875,"height":13}},{"id":"3f376561-a2ca-40b1-b05c-f7805703eda5","block_type":"box","text":"BlackRock generally will not have access, or will have limited access, to certain information and personnel, including senior","page_number":54,"box":{"x":60,"y":792,"width":858,"height":13}},{"id":"6cbfc27e-6909-4193-ae76-21b9f144e97c","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":54,"box":{"x":59,"y":807,"width":875,"height":13}},{"id":"b8e27446-a113-49ec-bef4-b5a22456079c","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":54,"box":{"x":59,"y":823,"width":842,"height":12}},{"id":"e17ef83b-3c92-418b-96dc-d4273840ac42","block_type":"box","text":"information held by certain areas of BlackRock.","page_number":54,"box":{"x":60,"y":838,"width":327,"height":12}},{"id":"97323de8-4234-4d8b-bc9a-3b7a7726a364","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":54,"box":{"x":60,"y":864,"width":875,"height":12}},{"id":"23b46d9d-80b9-42cd-ad28-74cd29652928","block_type":"box","text":"the other side of the information barrier. In connection therewith, BlackRock personnel, businesses, and business units that","page_number":54,"box":{"x":59,"y":879,"width":862,"height":13}},{"id":"c25720a6-f7bd-4454-9d77-27fb433f2aaa","block_type":"box","text":"41","page_number":54,"box":{"x":490,"y":916,"width":14,"height":9}},{"id":"25ddb3fa-653d-44fc-bdd3-a9f655d68f2f","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":59,"y":67,"width":872,"height":12}},{"id":"84fac97c-0dad-4494-8a06-1bd99cd5d77c","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":59,"y":82,"width":844,"height":12}},{"id":"a9c11d44-3f61-4730-b23f-6550c6d8101d","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":59,"y":97,"width":840,"height":12}},{"id":"17303b9f-c113-434c-91d9-677ee0cbb785","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":59,"y":112,"width":846,"height":12}},{"id":"06a724b9-bec9-4d39-ba06-56423a818fde","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":60,"y":127,"width":799,"height":12}},{"id":"6cf59540-d5f4-4c5b-ae27-a598e926f06f","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":60,"y":142,"width":855,"height":13}},{"id":"2096f00e-1690-4d68-af51-570b7145f17a","block_type":"box","text":"personnel on the other side of a barrier.","page_number":55,"box":{"x":59,"y":157,"width":275,"height":13}},{"id":"3b21a1b2-722a-4deb-9d55-a65e14545cff","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":59,"y":184,"width":860,"height":12}},{"id":"1fa2ef16-11ac-473e-85c0-6243fded4b6d","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":59,"y":199,"width":803,"height":12}},{"id":"9ad6dacb-579c-479d-9d25-bc3044aeaaf4","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":60,"y":214,"width":861,"height":12}},{"id":"00e92f4c-44b3-4b21-a722-aa4147e5925f","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":60,"y":229,"width":845,"height":12}},{"id":"53029ec4-0c29-4304-a254-d9f97debfabc","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":59,"y":244,"width":835,"height":13}},{"id":"3a55bba9-274d-482e-b37f-73a1954724e6","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":59,"y":259,"width":812,"height":13}},{"id":"aba29986-dcef-4ccd-82c2-132b829798b8","block_type":"box","text":"e.g","page_number":55,"box":{"x":872,"y":262,"width":20,"height":10}},{"id":"28aceedc-a8ca-48cb-a4fb-658b67f587be","block_type":"box","text":".,","page_number":55,"box":{"x":893,"y":268,"width":6,"height":3}},{"id":"79bb6637-1fb0-4734-8fd9-714467e7ad15","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":60,"y":274,"width":848,"height":13}},{"id":"cb9c7669-049e-442e-8293-e8840873afb5","block_type":"box","text":"ownership restrictions (","page_number":55,"box":{"x":59,"y":290,"width":165,"height":12}},{"id":"c19f3b82-5f2a-44f7-8ec5-e702293690fd","block_type":"box","text":"e.g","page_number":55,"box":{"x":226,"y":293,"width":20,"height":9}},{"id":"8ad34ae9-a39e-4685-90e4-347d174981b3","block_type":"box","text":"., with mechanisms such as poison pills in place to prevent takeovers), or where a BlackRock client","page_number":55,"box":{"x":247,"y":290,"width":688,"height":12}},{"id":"fe9b8e95-8a53-4c62-8d71-6a9929ea5e9b","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":55,"box":{"x":60,"y":305,"width":857,"height":12}},{"id":"0d34c092-04ab-460f-b316-6712f488ff09","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":55,"box":{"x":59,"y":320,"width":815,"height":12}},{"id":"d427554c-9824-4048-99f2-4d2c064b6517","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":55,"box":{"x":59,"y":335,"width":865,"height":12}},{"id":"d3ab536b-e0a7-4c8f-abb1-b3c0ed5d4e81","block_type":"box","text":"subject to enforcement actions, disgorgement of share ownership or profits, regulatory restrictions, complex compliance","page_number":55,"box":{"x":59,"y":350,"width":846,"height":12}},{"id":"6d123451-003a-469b-89b2-e6ee6a75aae9","block_type":"box","text":"reporting, increased compliance costs or suffer disadvantages or business restrictions. In light of certain restrictions,","page_number":55,"box":{"x":60,"y":365,"width":812,"height":13}},{"id":"11d99e46-a39e-49aa-b8d5-c952a10c32b9","block_type":"box","text":"BlackRock may also seek to make indirect investments (","page_number":55,"box":{"x":60,"y":380,"width":389,"height":13}},{"id":"e692952c-c111-4009-9723-884ec43af9c1","block_type":"box","text":"e.g","page_number":55,"box":{"x":451,"y":383,"width":20,"height":10}},{"id":"2803d7fa-6d20-4102-9d4f-b988c783ac47","block_type":"box","text":"., using derivatives) on behalf of its clients to receive exposure to","page_number":55,"box":{"x":472,"y":380,"width":450,"height":13}},{"id":"5a0de82d-6c90-43ed-bdc8-b1b907aeee31","block_type":"box","text":"certain securities in excess of the applicable ownership restrictions and limitations when legally permitted that will expose","page_number":55,"box":{"x":59,"y":395,"width":855,"height":13}},{"id":"73eabbd2-e025-4708-8b93-82222c2be784","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":55,"box":{"x":59,"y":411,"width":875,"height":12}},{"id":"30b35a41-d45c-4a83-aaf5-2a26dc15d464","block_type":"box","text":"limited availability of derivatives that provide indirect exposure to an impacted security. In addition, BlackRock clients can be","page_number":55,"box":{"x":60,"y":426,"width":866,"height":12}},{"id":"38acc225-52cf-4e74-8cbd-02e7e40efc88","block_type":"box","text":"subject to more than one ownership limitation depending on each client’s holdings, and each ownership limitation can","page_number":55,"box":{"x":59,"y":441,"width":832,"height":12}},{"id":"cdeec4c7-1c49-46e4-947c-906888595cea","block_type":"box","text":"impact multiple securities held by the client. Certain clients or shareholders may have their own overlapping obligations to","page_number":55,"box":{"x":60,"y":456,"width":853,"height":12}},{"id":"7d1e61fb-8ddf-4d40-872e-ac010d8f9e31","block_type":"box","text":"monitor their compliance with ownership limitations across their investments.","page_number":55,"box":{"x":60,"y":471,"width":546,"height":12}},{"id":"82b307a5-7c6a-4cd4-b15e-86bdf667a4af","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":55,"box":{"x":60,"y":497,"width":858,"height":13}},{"id":"3a8f0c5e-1287-45c1-8123-2b4b272d153c","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":55,"box":{"x":60,"y":513,"width":877,"height":12}},{"id":"98b3d775-fe1f-4cc2-b489-614b50c9a774","block_type":"box","text":"exercise rights (including voting) or undertake business transactions, may be restricted by law, regulation, rule, or","page_number":55,"box":{"x":59,"y":528,"width":794,"height":12}},{"id":"795776b6-1e34-4eb7-949f-4ea8eb8806f2","block_type":"box","text":"organizational documents or otherwise impaired. For example, to meet the requirements of an ownership limitation or","page_number":55,"box":{"x":59,"y":543,"width":829,"height":12}},{"id":"a8e01d52-6abd-415b-bd79-2b933f3a1c38","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":55,"box":{"x":60,"y":558,"width":851,"height":12}},{"id":"32218813-066e-4b27-9f2d-6ae4734c99bf","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":55,"box":{"x":60,"y":573,"width":876,"height":12}},{"id":"458c42bd-dfee-4a2d-960f-be750678cde9","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":55,"box":{"x":60,"y":588,"width":810,"height":13}},{"id":"c6293267-0737-4fba-bc34-4cd3ad2775d5","block_type":"box","text":"ownership limitation or restriction because the fund cannot acquire the amount of the impacted security included in its","page_number":55,"box":{"x":59,"y":603,"width":835,"height":13}},{"id":"61ef2677-7a86-471b-bc7d-022d076627e5","block_type":"box","text":"index. BlackRock on behalf of its clients may limit purchases, sell existing investments, utilize indirect investments, utilize","page_number":55,"box":{"x":60,"y":618,"width":841,"height":13}},{"id":"78792737-86a1-4aa8-b816-0a5da47eb1b0","block_type":"box","text":"information barriers, or otherwise restrict, forgo, or limit the exercise of rights (including transferring, outsourcing, or limiting","page_number":55,"box":{"x":60,"y":634,"width":873,"height":12}},{"id":"c23dcc5e-0717-4233-bf27-84619b006419","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":55,"box":{"x":59,"y":649,"width":875,"height":12}},{"id":"e561e24e-9559-4452-a9c5-ea52e2a56ff9","block_type":"box","text":"potential regulatory or other restrictions on ownership or other consequences resulting from reaching investment thresholds.","page_number":55,"box":{"x":59,"y":664,"width":878,"height":12}},{"id":"0f972f13-3f94-4fc1-a0a7-eab85ff63c9e","block_type":"box","text":"These types of restrictions could negatively impact a client’s performance or ability to meet its investment objective.","page_number":55,"box":{"x":59,"y":679,"width":812,"height":12}},{"id":"feb11fdd-c2f2-461e-b443-35ed2dbf8dde","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":55,"box":{"x":59,"y":705,"width":866,"height":13}},{"id":"290a620f-2a23-4e2c-93c4-8aa0f693b431","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":55,"box":{"x":59,"y":720,"width":840,"height":13}},{"id":"8deff934-a3d2-4b8c-8275-6389efaf8131","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":55,"box":{"x":59,"y":736,"width":868,"height":12}},{"id":"f79cd379-cac3-4699-aa35-53cebee5f593","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":55,"box":{"x":60,"y":751,"width":829,"height":12}},{"id":"9db8981c-a4e9-42db-ac9b-7c8cbd77f68c","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":55,"box":{"x":59,"y":766,"width":877,"height":12}},{"id":"9231fdca-abc2-4837-88d5-517c17c57324","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":55,"box":{"x":59,"y":781,"width":869,"height":12}},{"id":"ecc230c9-8ee4-4704-812c-0a0d56012f21","block_type":"box","text":"ownership thresholds or limitations must be observed, BlackRock seeks to allocate limited investment opportunities equitably","page_number":55,"box":{"x":59,"y":796,"width":880,"height":12}},{"id":"7ceab37f-e317-4831-b5ed-bf5155923c66","block_type":"box","text":"among clients, taking into consideration benchmark weight and investment strategy. BlackRock may adopt certain controls","page_number":55,"box":{"x":59,"y":811,"width":863,"height":13}},{"id":"f6c7b7cb-46ce-4757-b2ac-dc60a7939541","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":55,"box":{"x":59,"y":826,"width":874,"height":13}},{"id":"fd915f9f-2754-4d7b-ae3a-c7581fb9812f","block_type":"box","text":"ownership in certain securities nears an applicable threshold, BlackRock may limit additional purchases in such securities or,","page_number":55,"box":{"x":59,"y":841,"width":869,"height":13}},{"id":"60cd1d83-5212-47ed-a462-3d06b8022101","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":55,"box":{"x":59,"y":857,"width":874,"height":12}},{"id":"c07c6e5a-779d-49e9-aed7-5d8e6e895793","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":55,"box":{"x":59,"y":872,"width":840,"height":12}},{"id":"3c256a69-2317-4fa9-905a-30f9bfabd848","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":55,"box":{"x":60,"y":887,"width":871,"height":12}},{"id":"9c894024-5b7f-438f-a250-f61187a39dd5","block_type":"box","text":"42","page_number":55,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"f3d1e522-3b4a-4673-8d93-77e0023c11cc","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":60,"y":67,"width":817,"height":12}},{"id":"11beb246-813e-4d50-82d2-0a305f626ac9","block_type":"box","text":"investments will be sold in a manner that BlackRock deems fair and equitable over time.","page_number":56,"box":{"x":60,"y":82,"width":613,"height":12}},{"id":"1544aeac-9d74-471a-87bc-a0dcce7b9739","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":59,"y":108,"width":862,"height":13}},{"id":"55a151c9-7640-40ba-9abb-ad24884ee6b4","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":59,"y":123,"width":815,"height":13}},{"id":"182ee5ef-1f23-4909-933c-6f1e86b047d5","block_type":"box","text":"approval, order, consent, relief or non-disapproval that was obtained.","page_number":56,"box":{"x":59,"y":138,"width":481,"height":13}},{"id":"8c4b513d-06db-43df-8cd1-d2a546b273a5","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":60,"y":165,"width":872,"height":12}},{"id":"5a448648-b1ab-43c7-b375-6e5521ebe05b","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":59,"y":180,"width":879,"height":12}},{"id":"179ce246-e0da-47aa-9eae-d199fbcb5ff0","block_type":"box","text":"to such security or asset.","page_number":56,"box":{"x":59,"y":195,"width":173,"height":12}},{"id":"c4f2fff9-66a9-44fb-a32f-f42c78a5780c","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":60,"y":222,"width":710,"height":12}},{"id":"5870e572-8c84-4e40-9866-3593b30066c3","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":60,"y":248,"width":867,"height":12}},{"id":"6e201bc6-426e-4b03-94d0-ac2a26f539d0","block_type":"box","text":"processing, Authorized Participant communications, and related services in connection with the issuance and redemption of","page_number":56,"box":{"x":59,"y":263,"width":873,"height":12}},{"id":"6672c068-660b-4c29-b76d-6258fded773b","block_type":"box","text":"Creation Units of the Fund (“ETF Services”). BRIL has engaged Citibank, N.A. (“Citibank”) as a subcontractor to provide","page_number":56,"box":{"x":59,"y":278,"width":832,"height":13}},{"id":"7d16797e-9da2-4be6-932b-a8641fa3590b","block_type":"box","text":"certain ETF Services. BRIL retains a portion of the standard transaction fee received from Authorized Participants on each","page_number":56,"box":{"x":59,"y":293,"width":846,"height":13}},{"id":"9ef41f0c-436c-4ecf-954b-a10bd2ba796f","block_type":"box","text":"creation or redemption order from the Authorized Participant for the ETF Services provided. BlackRock collaborated with, and","page_number":56,"box":{"x":59,"y":308,"width":877,"height":13}},{"id":"c5b012b0-d8ff-4be2-8384-8b6517c7ec9a","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":56,"box":{"x":60,"y":324,"width":874,"height":12}},{"id":"414c3a57-36ad-4f38-a268-802a09bfa26b","block_type":"box","text":"time may develop, additional relationships with BlackRock or funds managed by BFA and its affiliates.","page_number":56,"box":{"x":59,"y":339,"width":708,"height":12}},{"id":"85d2990b-1dc4-4433-bec9-aeb04972a5ba","block_type":"box","text":"In order to defray transaction expenses and protect against possible shareholder dilution, the Fund may collect certain fees","page_number":56,"box":{"x":60,"y":365,"width":859,"height":13}},{"id":"57c72f9e-a792-4e99-8cc5-7cfa3dbfac8a","block_type":"box","text":"from Authorized Participants in connection with cash substitutions for creation and redemption transactions. While","page_number":56,"box":{"x":59,"y":380,"width":809,"height":13}},{"id":"30913910-86e5-4556-b868-5e9f8c6c94c9","block_type":"box","text":"BlackRock uses good faith estimates of the expected costs to the Fund in determining the rates for fees collected by the Fund","page_number":56,"box":{"x":60,"y":395,"width":876,"height":13}},{"id":"27c75e76-fc74-4dac-a9b9-3d41cc9d09d1","block_type":"box","text":"related to creation and redemption activity, BlackRock may have incentives to improve Fund performance through the","page_number":56,"box":{"x":60,"y":411,"width":823,"height":12}},{"id":"25bdd4dc-fd76-40ec-bcfb-dae62f2c0aed","block_type":"box","text":"collection of these fees. As these charges are based on estimates, where the charges exceed actual transaction-related costs","page_number":56,"box":{"x":59,"y":426,"width":870,"height":12}},{"id":"154a91d9-e56f-40aa-ba83-3fc20fe6a874","block_type":"box","text":"and/or expenses incurred by the Fund, Fund performance could improve as a result. BlackRock has established processes to","page_number":56,"box":{"x":59,"y":441,"width":870,"height":12}},{"id":"e991396a-a4f1-492e-8d3b-512fb2b61501","block_type":"box","text":"oversee the determination of these estimates in an effort to mitigate this conflict.","page_number":56,"box":{"x":59,"y":456,"width":566,"height":12}},{"id":"a77a3558-11b0-49de-8a2d-4750e3cf8b7c","block_type":"box","text":"BlackRock may maintain securities indices. To the extent permitted by applicable laws, the Funds may seek to license and use","page_number":56,"box":{"x":60,"y":482,"width":877,"height":13}},{"id":"a4f0c289-c570-4141-b8bb-54d3bda5a356","block_type":"box","text":"such indices as part of their investment strategy. Index based funds that seek to track the performance of securities indices","page_number":56,"box":{"x":59,"y":497,"width":860,"height":13}},{"id":"ee81264d-91f3-49fc-b6b3-0e4246bea12e","block_type":"box","text":"also may use the name of the index or index provider in the fund name. Index providers, including BlackRock (to the extent","page_number":56,"box":{"x":59,"y":513,"width":861,"height":12}},{"id":"f13f1b98-9f98-4a0c-8c8b-c5270315d661","block_type":"box","text":"permitted by applicable law), may be paid licensing fees for use of their index or index name. In instances where BlackRock","page_number":56,"box":{"x":59,"y":528,"width":860,"height":12}},{"id":"7ad6c77f-7ed9-4077-9907-2447f86dced9","block_type":"box","text":"charges a unitary management fee, BlackRock may have a financial incentive to use a BlackRock index that is less costly to","page_number":56,"box":{"x":59,"y":543,"width":857,"height":12}},{"id":"4d11e8f6-a4ce-48d5-8a66-81e850b72e03","block_type":"box","text":"BlackRock than a third party index. BlackRock may benefit from the Funds using BlackRock indices by creating increasing","page_number":56,"box":{"x":60,"y":558,"width":846,"height":12}},{"id":"dc918d69-9891-4504-9c82-33532f43a650","block_type":"box","text":"acceptance in the marketplace for such indices. BlackRock is not obligated to license its indices to a Fund and the Funds are","page_number":56,"box":{"x":59,"y":573,"width":867,"height":12}},{"id":"e51d2ce9-1902-4ede-8ca5-d3efcf664ffb","block_type":"box","text":"under no obligation to use BlackRock indices. Any Fund that enters into a license for a BlackRock index cannot be assured","page_number":56,"box":{"x":60,"y":588,"width":852,"height":13}},{"id":"f733ef6c-a4b5-4c1e-a857-3f56dc4815d8","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":56,"box":{"x":59,"y":603,"width":875,"height":13}},{"id":"66663ae3-7964-4c03-9c78-87e0b936bc77","block_type":"box","text":"BlackRock may enter into contractual arrangements with third-party service providers to a Fund (","page_number":56,"box":{"x":60,"y":630,"width":681,"height":12}},{"id":"c1dceb4b-bc61-4d89-b395-876b2e7e5f10","block_type":"box","text":"e.g","page_number":56,"box":{"x":742,"y":633,"width":20,"height":9}},{"id":"b6381094-e7f4-401b-a297-4702b64b7f89","block_type":"box","text":"., custodians,","page_number":56,"box":{"x":763,"y":630,"width":90,"height":11}},{"id":"d469e9ba-6b4e-4b67-9352-91e8ac4ff9f0","block_type":"box","text":"administrators and index providers) pursuant to which BlackRock receives fee discounts or concessions in recognition of","page_number":56,"box":{"x":59,"y":645,"width":847,"height":12}},{"id":"85f75643-57e2-42cd-bf69-68f117527195","block_type":"box","text":"BlackRock’s overall relationship with such service providers. BlackRock may also enter into contractual arrangements with","page_number":56,"box":{"x":60,"y":660,"width":852,"height":12}},{"id":"90cbcf5f-b570-488a-b8c6-ee829ec1b393","block_type":"box","text":"such service providers pursuant to which BlackRock incurs additional costs if the service provider’s services are terminated","page_number":56,"box":{"x":59,"y":675,"width":859,"height":12}},{"id":"6f5a61eb-59c4-4337-8ccb-335816de417f","block_type":"box","text":"with respect to a Fund. To the extent that BlackRock is responsible for paying service providers out of its fees that it receives","page_number":56,"box":{"x":59,"y":690,"width":866,"height":13}},{"id":"fb2ce628-13e7-49c8-a725-205687a7cad2","block_type":"box","text":"from the Funds, the benefits of lower fees, including any fee discounts or concessions, or any additional savings, may accrue,","page_number":56,"box":{"x":59,"y":705,"width":874,"height":13}},{"id":"acfd12e3-adf7-422f-8732-5b0fd6e019df","block_type":"box","text":"in whole or in part, to BlackRock, which could result in conflicts of interest relating to the use or termination of service","page_number":56,"box":{"x":60,"y":720,"width":825,"height":13}},{"id":"84ea3640-188a-47ec-a19e-ef146b977f94","block_type":"box","text":"providers to a Fund. In addition, conflicts of interest may arise with respect to contractual arrangements with third-party","page_number":56,"box":{"x":59,"y":736,"width":843,"height":12}},{"id":"31db7ba7-d49d-484a-b904-77b26d1c9176","block_type":"box","text":"service providers to a Fund, or the selection of such providers, particularly in circumstances where BlackRock is negotiating","page_number":56,"box":{"x":59,"y":751,"width":862,"height":12}},{"id":"3a051f62-38c1-4e86-896a-c82f06578f73","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":56,"box":{"x":59,"y":766,"width":820,"height":12}},{"id":"96c3c5d4-8088-438f-a1be-c949cb33d040","block_type":"box","text":"different fee structures.","page_number":56,"box":{"x":59,"y":781,"width":161,"height":10}},{"id":"0cf54ce4-5312-4ed1-81b7-9ace3771ff73","block_type":"box","text":"Conflicts of interest may arise as a result of simultaneous investment management of multiple client accounts by the","page_number":56,"box":{"x":59,"y":807,"width":818,"height":13}},{"id":"245ee517-d08b-40db-a33c-f3019245b69a","block_type":"box","text":"BlackRock’s investment professionals. For example, differences in the advisory fee structure may create the appearance of","page_number":56,"box":{"x":60,"y":823,"width":852,"height":12}},{"id":"03c2a539-da85-423d-beba-120e87a5d67b","block_type":"box","text":"actual or potential conflicts of interest because such differences could create pecuniary incentives for BlackRock to favor one","page_number":56,"box":{"x":59,"y":838,"width":873,"height":12}},{"id":"acc296d4-8d1d-43d6-b9a3-954fa6b5d1c7","block_type":"box","text":"client account over another.","page_number":56,"box":{"x":59,"y":853,"width":194,"height":9}},{"id":"19363979-f0bd-4ba9-aa08-3ec8d6cb1f22","block_type":"box","text":"43","page_number":56,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"de7940d4-ae3e-4c2b-86bc-b912663e72ea","block_type":"box","text":"BlackRock owns or has an ownership interest in certain trading, portfolio management, operations and/ or information","page_number":57,"box":{"x":60,"y":67,"width":833,"height":12}},{"id":"0c698a1e-bdd2-49f5-8ab9-f48c8ec1c504","block_type":"box","text":"systems used by Fund service providers. These systems are, or will be, used by a Fund service provider in connection with the","page_number":57,"box":{"x":59,"y":82,"width":877,"height":12}},{"id":"2dd86e76-cbc6-4cc4-89fa-393904f31e11","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":59,"y":97,"width":846,"height":12}},{"id":"f97636f9-dfda-49f0-ad0f-a5095000cdd0","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":60,"y":112,"width":853,"height":12}},{"id":"8fd37df5-4f5a-4428-b711-bdfcfd2aae2f","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":60,"y":127,"width":807,"height":12}},{"id":"258a6af0-20e4-4216-8d72-d864eda3ea12","block_type":"box","text":"profitability of BlackRock.","page_number":57,"box":{"x":59,"y":142,"width":177,"height":13}},{"id":"f749f682-a39d-415f-b234-fa7c0bae1f63","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":60,"y":169,"width":863,"height":12}},{"id":"d577dda8-4af1-4076-a546-6af9e0967a72","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":59,"y":184,"width":811,"height":12}},{"id":"03bd7579-ee88-4fe6-bb8e-520f27054e97","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":60,"y":210,"width":861,"height":13}},{"id":"a5dd22a8-453c-47a6-bd2e-fc82084543b1","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":59,"y":225,"width":845,"height":13}},{"id":"86de0c33-6e71-4629-a12a-9ad16184d5cf","block_type":"box","text":"applicable to such client’s investment in a Fund.","page_number":57,"box":{"x":59,"y":240,"width":335,"height":13}},{"id":"7702bc02-74e0-43fe-befc-fc2aa522a17a","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":60,"y":267,"width":838,"height":12}},{"id":"2403930c-ec94-4bce-8e5b-d45585dc7d8f","block_type":"box","text":"section, may give rise to additional conflicts of interest.","page_number":57,"box":{"x":59,"y":282,"width":384,"height":12}},{"id":"1916b566-8962-4c41-ace8-f25a93f2f243","block_type":"box","text":"Investment Advisory, Administrative and","page_number":57,"box":{"x":62,"y":313,"width":676,"height":29}},{"id":"92283e5b-c528-4da7-88b9-590d6835ef5b","block_type":"box","text":"Distribution Services","page_number":57,"box":{"x":62,"y":343,"width":342,"height":23}},{"id":"a0a61372-e8fc-452f-b54a-a7b69f4a1e83","block_type":"box","text":"Investment Adviser.","page_number":57,"box":{"x":60,"y":384,"width":140,"height":10}},{"id":"8b380179-8346-4df9-a814-23ac9b390da3","block_type":"box","text":"BFA serves as investment adviser to the Fund pursuant to an investment advisory agreement between","page_number":57,"box":{"x":210,"y":384,"width":712,"height":12}},{"id":"bcca9ac3-9319-41ea-9361-4f662afe0952","block_type":"box","text":"the Trust, on behalf of the Fund, and BFA. BFA is a California corporation and a consolidated subsidiary of BlackRock, Inc. and","page_number":57,"box":{"x":59,"y":399,"width":877,"height":13}},{"id":"c5a663fb-cf02-4ae6-94fe-78d0ee7b0e04","block_type":"box","text":"is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. Under the investment","page_number":57,"box":{"x":60,"y":414,"width":819,"height":13}},{"id":"44bfbce5-8cf8-481c-ba4e-9ec34afe4dc0","block_type":"box","text":"advisory agreement, BFA, subject to the supervision of the Board and in conformity with the stated investment policies of the","page_number":57,"box":{"x":59,"y":429,"width":875,"height":13}},{"id":"c1844d48-052b-4081-838d-74cf0b02357d","block_type":"box","text":"Fund, manages and administers the Trust and the investment of the Fund’s assets. BFA is responsible for making investment","page_number":57,"box":{"x":60,"y":445,"width":871,"height":12}},{"id":"a73eec5f-3173-48bd-80de-14366a2455d4","block_type":"box","text":"decisions for the Fund.","page_number":57,"box":{"x":59,"y":460,"width":158,"height":9}},{"id":"27479ea0-596a-450b-8338-58d00099e1fa","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":57,"box":{"x":60,"y":486,"width":876,"height":12}},{"id":"98fce94a-e865-4a5b-abf8-2d088674d105","block_type":"box","text":"by applicable law, appoint one or more sub-advisers, including, without limitation, affiliates of BFA, to perform investment","page_number":57,"box":{"x":60,"y":501,"width":850,"height":13}},{"id":"9b1e1859-44c5-40dc-9038-f1db1003dc98","block_type":"box","text":"advisory or other services with respect to the Fund. 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For example, under certain circumstances, an investment opportunity may be restricted due to limited supply in","page_number":58,"box":{"x":59,"y":853,"width":854,"height":12}},{"id":"e7b1be78-03ed-4cf2-86f2-ab811e059111","block_type":"box","text":"the market, legal constraints or other factors, in which event the investment opportunity will be allocated equitably among","page_number":58,"box":{"x":59,"y":868,"width":858,"height":12}},{"id":"25ede6dc-b309-43bf-b48d-df205789e8a0","block_type":"box","text":"those portfolios and accounts, including the Fund, seeking such investment opportunity. As a consequence, from time to","page_number":58,"box":{"x":59,"y":883,"width":847,"height":12}},{"id":"9ce09d0a-eda1-4528-9886-f2a94c7b013f","block_type":"box","text":"45","page_number":58,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"7ce9e8fb-a100-46ad-8d5e-d21aaf44685d","block_type":"box","text":"time the Fund may receive a smaller allocation of an investment opportunity than it would have if the Portfolio Managers and","page_number":59,"box":{"x":59,"y":67,"width":876,"height":12}},{"id":"758013b4-3dc2-424e-8e26-813663463dd1","block_type":"box","text":"BFA and its affiliates did not manage other portfolios or accounts.","page_number":59,"box":{"x":60,"y":82,"width":458,"height":12}},{"id":"c71ba364-d0bf-4ac4-a2b2-b6eec8768faa","block_type":"box","text":"Like the Fund, the other portfolios or accounts for which the Portfolio Managers are primarily responsible for the day-to-day","page_number":59,"box":{"x":60,"y":108,"width":868,"height":13}},{"id":"4e44c681-417a-4539-abe8-0947458039c4","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":59,"box":{"x":59,"y":123,"width":866,"height":13}},{"id":"382ecb51-7980-4bdc-aeda-2aff306a21f0","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":59,"box":{"x":60,"y":138,"width":845,"height":13}},{"id":"64eed593-205b-4ef8-9e5c-bc1301d66822","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":59,"box":{"x":59,"y":154,"width":867,"height":12}},{"id":"86c599f6-1ba4-4121-9781-73365d1e90b0","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":59,"box":{"x":59,"y":169,"width":835,"height":12}},{"id":"139aa708-aa5c-4978-8c05-6e9109995895","block_type":"box","text":"would otherwise be the case if BFA or any of its affiliates meets or exceeds specified performance targets. Performance-based","page_number":59,"box":{"x":59,"y":184,"width":879,"height":12}},{"id":"5d8041ec-371a-4d4a-8435-6026eb56f1e9","block_type":"box","text":"fee arrangements could present an incentive for BFA or its affiliates to devote greater resources, and allocate more","page_number":59,"box":{"x":59,"y":199,"width":799,"height":12}},{"id":"54f4f524-ee1d-4ece-9eda-21a846d86347","block_type":"box","text":"investment opportunities, to the portfolios or accounts that have those fee arrangements, relative to other portfolios or","page_number":59,"box":{"x":60,"y":214,"width":832,"height":12}},{"id":"d0f99b0a-4230-4db1-8646-dc6596d4430c","block_type":"box","text":"accounts, in order to earn larger fees. Although BFA and each of its affiliates have an obligation to allocate resources and","page_number":59,"box":{"x":59,"y":229,"width":844,"height":12}},{"id":"efd514ef-dc0d-4619-90b5-e538e2f34d6f","block_type":"box","text":"opportunities equitably among portfolios and accounts and intend to do so, shareholders of the Fund should be aware that,","page_number":59,"box":{"x":59,"y":244,"width":866,"height":13}},{"id":"f23d0504-0855-4e58-9b71-4a78716f84dc","block_type":"box","text":"as with any group of portfolios and accounts managed by an investment adviser and/or its affiliates pursuant to varying fee","page_number":59,"box":{"x":59,"y":259,"width":866,"height":13}},{"id":"8c751ad1-9a09-4622-a7c5-526be7a3a97f","block_type":"box","text":"arrangements, including performance-based fee arrangements, there is the potential for a conflict of interest, which may","page_number":59,"box":{"x":59,"y":274,"width":846,"height":13}},{"id":"76fb55db-2676-4422-8bd5-3726560f4f3b","block_type":"box","text":"result in the Portfolio Managers favoring those portfolios or accounts with performance-based fee arrangements.","page_number":59,"box":{"x":60,"y":290,"width":791,"height":12}},{"id":"2e3db69a-0d09-47d6-9cfc-8a6198acc4f9","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":59,"box":{"x":59,"y":316,"width":861,"height":12}},{"id":"963791aa-5093-4cc3-875e-bc6136cf4d93","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":59,"box":{"x":59,"y":331,"width":858,"height":13}},{"id":"b566241f-fcc7-4406-b79f-bfea930e9c58","block_type":"box","text":"fees are based on the performance of those portfolios or accounts as of October 31, 2025:","page_number":59,"box":{"x":59,"y":346,"width":629,"height":13}},{"id":"f5d3cd08-2de2-40c0-8af0-df2cf6ec2e74","block_type":"box","text":"Erin Armstrong","page_number":59,"box":{"x":60,"y":376,"width":108,"height":12}},{"id":"3b2d3d8f-d3c4-4523-a1b7-8a850bac82ac","block_type":"box","text":"Types of Accounts","page_number":59,"box":{"x":58,"y":412,"width":108,"height":10}},{"id":"5db26be3-0416-40b0-acdc-b7079b4bddee","block_type":"box","text":"Number of Other Accounts","page_number":59,"box":{"x":613,"y":392,"width":156,"height":8}},{"id":"515267dc-5d7e-42cc-96f5-d5d2efe02294","block_type":"box","text":"with Performance Fees","page_number":59,"box":{"x":625,"y":402,"width":131,"height":8}},{"id":"de764144-687f-4235-a84c-02d52e2a9b5f","block_type":"box","text":"Managed by Portfolio 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Mejzak","page_number":59,"box":{"x":60,"y":499,"width":110,"height":12}},{"id":"deaed347-615c-45e5-822a-db625b924946","block_type":"box","text":"Types of Accounts","page_number":59,"box":{"x":58,"y":536,"width":108,"height":10}},{"id":"e59f3f77-7bca-4e10-86eb-e7d0583f7bb4","block_type":"box","text":"Number of Other Accounts","page_number":59,"box":{"x":613,"y":516,"width":156,"height":8}},{"id":"d70d07d6-e0c4-449d-8897-ed63a8d2d02e","block_type":"box","text":"with Performance Fees","page_number":59,"box":{"x":625,"y":526,"width":131,"height":8}},{"id":"ee8e6858-4fd6-4be5-a547-1b2afebc5e78","block_type":"box","text":"Managed by Portfolio Manager","page_number":59,"box":{"x":602,"y":536,"width":179,"height":10}},{"id":"9fdaadce-554e-4100-aebb-4e6faa10104e","block_type":"box","text":"Aggregate","page_number":59,"box":{"x":866,"y":526,"width":60,"height":10}},{"id":"7a57f8ae-05c4-4e31-bc16-1e8f83a9f68e","block_type":"box","text":"of Total Assets","page_number":59,"box":{"x":854,"y":536,"width":84,"height":8}},{"id":"36ce7b07-2cce-45ba-9643-915a7ad91e4c","block_type":"box","text":"Registered Investment Companies 0 N/A","page_number":59,"box":{"x":60,"y":557,"width":851,"height":12}},{"id":"6b1694b9-0fd1-4474-a739-b45ee003c3f5","block_type":"box","text":"Other Pooled Investment Vehicles 0 N/A","page_number":59,"box":{"x":59,"y":572,"width":852,"height":10}},{"id":"2e5d9c12-15ef-41e0-83d7-82156587d650","block_type":"box","text":"Other Accounts 0 N/A","page_number":59,"box":{"x":59,"y":587,"width":852,"height":10}},{"id":"2d79fe55-1587-4390-84b0-d7db97002078","block_type":"box","text":"Orlando Montalvo","page_number":59,"box":{"x":59,"y":622,"width":131,"height":10}},{"id":"9d236b51-16b6-4f20-8b18-535e7274ca82","block_type":"box","text":"Types of Accounts","page_number":59,"box":{"x":58,"y":659,"width":108,"height":10}},{"id":"a9d3f5a5-ba42-43bb-8788-39680fbd7f53","block_type":"box","text":"Number of Other Accounts","page_number":59,"box":{"x":613,"y":639,"width":156,"height":8}},{"id":"91c7ab5e-fdb6-45c1-a7ca-105706a985dc","block_type":"box","text":"with Performance Fees","page_number":59,"box":{"x":625,"y":649,"width":131,"height":8}},{"id":"22620fbe-526f-4bf4-8c43-b12c77a179bd","block_type":"box","text":"Managed by Portfolio Manager","page_number":59,"box":{"x":602,"y":659,"width":179,"height":10}},{"id":"ef11988d-a532-481c-a335-03f678993a93","block_type":"box","text":"Aggregate","page_number":59,"box":{"x":866,"y":650,"width":60,"height":9}},{"id":"884c6019-ca25-4996-af6e-489b745ed736","block_type":"box","text":"of Total Assets","page_number":59,"box":{"x":854,"y":659,"width":84,"height":8}},{"id":"0b69ea71-ded2-40ad-85ee-367dcf4e2873","block_type":"box","text":"Registered Investment Companies 0 N/A","page_number":59,"box":{"x":60,"y":680,"width":851,"height":12}},{"id":"ed99ab62-20b0-43b6-a80a-911acb5e308b","block_type":"box","text":"Other Pooled Investment Vehicles 0 N/A","page_number":59,"box":{"x":59,"y":695,"width":852,"height":10}},{"id":"856f70eb-5d19-4774-816d-7f4591e728ea","block_type":"box","text":"Other Accounts 0 N/A","page_number":59,"box":{"x":59,"y":710,"width":852,"height":10}},{"id":"82238bbf-5172-4f6d-9fcf-b206a41d68d7","block_type":"box","text":"Portfolio Manager Compensation Overview","page_number":59,"box":{"x":59,"y":743,"width":303,"height":12}},{"id":"0be05b1e-1c4d-46ca-a43d-a0dd4e29279e","block_type":"box","text":"The discussion below describes the Portfolio Managers’ compensation as of October 31, 2025.","page_number":59,"box":{"x":59,"y":770,"width":660,"height":12}},{"id":"933537bb-59da-4db9-ab44-0dbc24947e44","block_type":"box","text":"BlackRock, Inc.’s financial arrangements with its portfolio managers, its competitive compensation and its career path","page_number":59,"box":{"x":60,"y":796,"width":824,"height":12}},{"id":"a5f4ede2-4e44-4358-8d28-c88c758b7148","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":59,"box":{"x":59,"y":811,"width":862,"height":13}},{"id":"c95d2513-2fd6-4e82-8f91-507485dbd557","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":59,"box":{"x":59,"y":826,"width":836,"height":13}},{"id":"c4189c20-ce88-43d5-9f5c-82aae3d8313e","block_type":"box","text":"include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more","page_number":59,"box":{"x":60,"y":841,"width":865,"height":13}},{"id":"ddaffbbe-1a29-4a4b-93c2-27b9d5b16f03","block_type":"box","text":"of the incentive compensation programs established by BlackRock, Inc.","page_number":59,"box":{"x":59,"y":857,"width":497,"height":12}},{"id":"77e13b50-eefb-4c9b-bac1-cdf080af00f6","block_type":"box","text":"46","page_number":59,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"7385aabd-09e7-4cda-a443-4336e1877cf8","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":60,"box":{"x":60,"y":67,"width":850,"height":12}},{"id":"28bf789e-85a0-4b63-8493-b87e6edab76a","block_type":"box","text":"benefits offered to all BlackRock employees. Additionally, each portfolio manager receives discretionary incentive","page_number":60,"box":{"x":60,"y":82,"width":787,"height":12}},{"id":"5bde7507-ed2e-4d76-adfa-e79b47d7c5e5","block_type":"box","text":"compensation, determined based on several components, including: the performance of BlackRock, Inc., the performance of","page_number":60,"box":{"x":59,"y":97,"width":873,"height":12}},{"id":"c7803bdf-affc-4733-b068-8ccb9df217b3","block_type":"box","text":"the portfolio manager’s group within BlackRock, the performance of portfolios managed by the portfolio manager and the","page_number":60,"box":{"x":59,"y":112,"width":855,"height":12}},{"id":"c8d4fa6c-c86b-4c57-876d-1a31f306c2f8","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":60,"box":{"x":59,"y":127,"width":876,"height":12}},{"id":"424d409a-f80f-46d3-a28f-541f140b4476","block_type":"box","text":"underlying index), and the individual’s performance and contribution to the overall performance of these portfolios and","page_number":60,"box":{"x":60,"y":142,"width":834,"height":13}},{"id":"4166e1ea-0f1f-4be3-af19-0a0b2ab9314b","block_type":"box","text":"BlackRock. Discretionary incentive compensation is paid in cash up to a certain threshold with the remaining portion","page_number":60,"box":{"x":60,"y":157,"width":815,"height":13}},{"id":"55c9ca12-3136-4efe-85b8-ca95d18ad130","block_type":"box","text":"represented by deferred BlackRock, Inc. stock awards. In some cases, additional deferred BlackRock, Inc. stock may be","page_number":60,"box":{"x":60,"y":172,"width":824,"height":13}},{"id":"3aad3bf6-d6a8-4bd3-8c99-713964dc820f","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":60,"box":{"x":59,"y":188,"width":848,"height":12}},{"id":"accd9761-b570-419c-8622-99ac4dc9ba67","block_type":"box","text":"shareholders and motivate performance.","page_number":60,"box":{"x":59,"y":203,"width":285,"height":12}},{"id":"263578ae-dcbc-4779-85ae-ff0293bebae9","block_type":"box","text":"As of October 31, 2025, the Portfolio Managers did not beneficially own shares of the Fund.","page_number":60,"box":{"x":59,"y":229,"width":638,"height":12}},{"id":"39bfbc67-69e9-4f35-b826-033abe390382","block_type":"box","text":"Codes of Ethics.","page_number":60,"box":{"x":59,"y":256,"width":114,"height":9}},{"id":"090f205d-9486-47b7-8a31-bbe0a875c493","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":60,"box":{"x":182,"y":256,"width":751,"height":12}},{"id":"473d9551-cd52-4b7c-bf8d-dd3af64e9fa0","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":60,"box":{"x":59,"y":271,"width":832,"height":12}},{"id":"9e20bb17-014f-4912-86c0-4028bf5cc415","block_type":"box","text":"including securities that may be purchased or held by the Fund. Each code of ethics is available by contacting BlackRock at","page_number":60,"box":{"x":60,"y":286,"width":857,"height":12}},{"id":"83393cc1-534d-4c7c-ba5d-f0a37140eec1","block_type":"box","text":"the telephone number on the back cover of the Fund’s Prospectus or by accessing the EDGAR Database on the SEC’s Internet","page_number":60,"box":{"x":59,"y":301,"width":878,"height":12}},{"id":"b8ad20fb-5e9b-44d1-a31e-a6aeb81486d4","block_type":"box","text":"site at http://www.sec.gov, and copies may be obtained, after paying a duplicating fee, by e-mail at publicinfo@sec.gov.","page_number":60,"box":{"x":59,"y":316,"width":839,"height":12}},{"id":"60fcbb36-41c1-4a2e-8787-e359835c94c8","block_type":"box","text":"Anti-Money Laundering Requirements.","page_number":60,"box":{"x":59,"y":343,"width":281,"height":12}},{"id":"eb222ed9-0383-42dd-a4cc-ebe6f0ac3b9e","block_type":"box","text":"The Fund is subject to the USA PATRIOT Act (the “Patriot Act”). The Patriot Act is","page_number":60,"box":{"x":349,"y":343,"width":570,"height":12}},{"id":"3e5663b6-40e9-4034-ac56-116715a889e9","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":60,"box":{"x":60,"y":358,"width":877,"height":12}},{"id":"c266a60d-be22-42c0-aa82-fff4a2c2bb23","block_type":"box","text":"Pursuant to requirements under the Patriot Act, the Fund may request information from Authorized Participants to enable it","page_number":60,"box":{"x":60,"y":373,"width":866,"height":12}},{"id":"dc599a21-3559-4707-99f5-b6b8f7fac185","block_type":"box","text":"to form a reasonable belief that it knows the true identity of its Authorized Participants. This information will be used to verify","page_number":60,"box":{"x":59,"y":388,"width":878,"height":12}},{"id":"c3a927a5-de85-4d33-b21b-0d97fd58ff66","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":60,"box":{"x":59,"y":403,"width":807,"height":12}},{"id":"df552b8f-0ccc-4e54-acaf-a85c1ad57c56","block_type":"box","text":"compliance with the requirements of the Patriot Act.","page_number":60,"box":{"x":59,"y":418,"width":367,"height":12}},{"id":"c2754666-79ef-43af-8ffe-c9c54c55d6da","block_type":"box","text":"The Fund reserves the right to reject purchase orders from persons who have not submitted information sufficient to allow","page_number":60,"box":{"x":59,"y":445,"width":859,"height":12}},{"id":"6341d3b9-a073-4d7d-a0f6-2af297ddb73e","block_type":"box","text":"the Fund to verify their identity. The Fund also reserves the right to redeem any amounts in the Fund from persons whose","page_number":60,"box":{"x":59,"y":460,"width":851,"height":12}},{"id":"d1f375a5-397b-4287-82ea-d35752c211a8","block_type":"box","text":"identity it is unable to verify on a timely basis. It is the Fund’s policy to cooperate fully with appropriate regulators in any","page_number":60,"box":{"x":60,"y":475,"width":839,"height":12}},{"id":"9e4770b8-7cc9-4fb6-936c-3aa4d4bec3b0","block_type":"box","text":"investigations conducted with respect to potential money laundering, terrorism or other illicit activities.","page_number":60,"box":{"x":60,"y":490,"width":721,"height":12}},{"id":"dcbf13a2-197e-4a18-b005-8c1888538a2f","block_type":"box","text":"Administrator, Custodian and Transfer Agent.","page_number":60,"box":{"x":59,"y":516,"width":328,"height":13}},{"id":"43c0c256-eb68-4d15-9f1c-7f24251fd070","block_type":"box","text":"State Street Bank and Trust Company (“State Street”) serves as administrator, custodian and transfer agent for the Fund","page_number":60,"box":{"x":59,"y":543,"width":839,"height":12}},{"id":"88fd2f08-0690-4c09-86a8-46fc1cf77e77","block_type":"box","text":"under the Master Services Agreement and related Service Schedule (the “Service Module”). State Street’s principal address is","page_number":60,"box":{"x":60,"y":558,"width":873,"height":12}},{"id":"cd79248f-0479-4002-8465-b52013b54c7e","block_type":"box","text":"One Congress Street, Suite 1, Boston, MA 02114-2016. Pursuant to the Service Module for Fund Administration and","page_number":60,"box":{"x":59,"y":573,"width":807,"height":12}},{"id":"ff1c757c-1032-43f2-b686-a34b2d11f3d7","block_type":"box","text":"Accounting Services with the Trust, State Street provides necessary administrative, legal, tax and accounting and financial","page_number":60,"box":{"x":59,"y":588,"width":853,"height":13}},{"id":"9fa72485-ccbc-4eb9-945c-046bb716b655","block_type":"box","text":"reporting services for the maintenance and operations of the Trust and the Fund. In addition, State Street makes available the","page_number":60,"box":{"x":60,"y":603,"width":876,"height":13}},{"id":"4c143240-bb32-4bf6-ae09-4bdfb4348686","block_type":"box","text":"office space, equipment, personnel and facilities required to provide such services. Pursuant to the Service Module for","page_number":60,"box":{"x":59,"y":618,"width":824,"height":13}},{"id":"4851d81f-179e-4a7f-a247-ff53cdb9b714","block_type":"box","text":"Custodial Services with the Trust, State Street maintains, in separate accounts, cash, securities and other assets of the Trust","page_number":60,"box":{"x":59,"y":634,"width":865,"height":12}},{"id":"9bcd85e0-baf8-4a58-8935-f1295a7f7e23","block_type":"box","text":"and the Fund, keeps all necessary accounts and records and provides other services. State Street is required, upon the order","page_number":60,"box":{"x":59,"y":649,"width":866,"height":12}},{"id":"1987d605-0043-4e47-9de7-ea77570da2aa","block_type":"box","text":"of the Trust, to deliver securities held by State Street and to make payments for securities purchased by the Trust for the","page_number":60,"box":{"x":59,"y":664,"width":839,"height":12}},{"id":"64ec24cc-5616-4d25-9323-39ccb61d84cf","block_type":"box","text":"Fund. State Street is authorized to appoint certain foreign custodians or foreign custody managers for Fund investments","page_number":60,"box":{"x":60,"y":679,"width":840,"height":12}},{"id":"bcf8a758-8c45-4a37-81c0-23bc5ce26f41","block_type":"box","text":"outside the U.S. Pursuant to the Service Module for Transfer Agency Services with the Trust, State Street acts as a transfer","page_number":60,"box":{"x":59,"y":694,"width":853,"height":12}},{"id":"bf072af2-a058-43ce-a108-d9cb83c50b23","block_type":"box","text":"agent for the Fund’s authorized and issued shares of beneficial interest, and as dividend disbursing agent of the Trust. As","page_number":60,"box":{"x":59,"y":709,"width":846,"height":12}},{"id":"69ec268f-bf56-43b7-a4b3-45e40242e5d9","block_type":"box","text":"compensation for these services, State Street receives certain out-of-pocket costs, transaction fees and asset-based fees","page_number":60,"box":{"x":59,"y":724,"width":842,"height":13}},{"id":"9a6a3e28-04ac-4a1c-aab5-aed9edc381ba","block_type":"box","text":"which are accrued daily and paid monthly by BFA. BFA pays the compensation because it has agreed to pay these operating","page_number":60,"box":{"x":59,"y":739,"width":864,"height":13}},{"id":"a775f678-3b81-4b50-b883-aca1f37f4a8f","block_type":"box","text":"expenses under the Investment Advisory Agreement as described therein.","page_number":60,"box":{"x":59,"y":754,"width":516,"height":13}},{"id":"0aa26fda-212b-4035-bfb0-4d04a3aa2ec3","block_type":"box","text":"JPMorgan serves as custodian for the Fund in connection with certain securities lending activities under a Custody Services","page_number":60,"box":{"x":58,"y":781,"width":862,"height":12}},{"id":"e2b855bb-4652-4af7-ad85-77c4c7e4d960","block_type":"box","text":"Agreement. JPMorgan’s principal address is 383 Madison Avenue, 11","page_number":60,"box":{"x":59,"y":796,"width":478,"height":12}},{"id":"f26e34a7-1f2b-4ce6-987c-be8788005fca","block_type":"box","text":"th","page_number":60,"box":{"x":541,"y":794,"width":10,"height":6}},{"id":"112e206f-94ae-40cc-870c-75f4ccfb3bfb","block_type":"box","text":"Floor, New York, NY 10179. Pursuant to the Custody","page_number":60,"box":{"x":557,"y":796,"width":362,"height":12}},{"id":"4ead8ab8-5614-4d2b-a818-320f862960d1","block_type":"box","text":"Services Agreement with BTC and the Trust, JPMorgan provides custody and related services required to facilitate securities","page_number":60,"box":{"x":59,"y":811,"width":863,"height":13}},{"id":"3705c43f-e0b5-42db-bcd1-9c8f3936c311","block_type":"box","text":"lending by the Fund. JPMorgan maintains custody as may be necessary to facilitate Fund securities lending activity in","page_number":60,"box":{"x":60,"y":826,"width":817,"height":13}},{"id":"554f9d36-6414-405e-a078-21a6b80c8966","block_type":"box","text":"coordination with other funds, maintains custodial records and provides other services. As compensation for these services,","page_number":60,"box":{"x":59,"y":841,"width":868,"height":13}},{"id":"f56d338f-69a5-4ace-bf8e-043e8cc55d36","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":60,"box":{"x":58,"y":857,"width":862,"height":12}},{"id":"06325144-89b8-49fb-b8bf-a4845db6dda2","block_type":"box","text":"47","page_number":60,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"5f824954-0295-421b-8701-a5a0ba4ab147","block_type":"box","text":"Distributor.","page_number":61,"box":{"x":60,"y":67,"width":80,"height":9}},{"id":"aaeb5247-8fea-4ac9-a038-afd939453272","block_type":"box","text":"The Distributor’s principal address is 50 Hudson Yards, New York, NY 10001. Shares are continuously offered for","page_number":61,"box":{"x":148,"y":67,"width":784,"height":12}},{"id":"36ccf781-454b-44a2-b187-e0acd3f8271e","block_type":"box","text":"sale by the Fund through the Distributor or its agent only in Creation Units, as described in the Prospectus and below in the","page_number":61,"box":{"x":59,"y":82,"width":862,"height":12}},{"id":"38c150e6-15af-4f20-97e2-cca3ce47867a","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":61,"box":{"x":59,"y":97,"width":300,"height":12}},{"id":"de1c5345-d221-4e3e-9839-7dae3f0bf71d","block_type":"box","text":"section of this SAI. Fund shares in amounts less than Creation Units are generally","page_number":61,"box":{"x":364,"y":97,"width":567,"height":12}},{"id":"2e9a689f-90dc-43b7-ac6a-61bac09ef343","block_type":"box","text":"not distributed by the Distributor or its agent. The Distributor or its agent will arrange for the delivery of the Prospectus and,","page_number":61,"box":{"x":60,"y":112,"width":867,"height":12}},{"id":"2e52833d-b7c4-45bb-b7fd-4f73657d584c","block_type":"box","text":"upon request, this SAI to persons purchasing Creation Units and will maintain records of both orders placed with it or its","page_number":61,"box":{"x":60,"y":127,"width":841,"height":12}},{"id":"ff9965ff-ecf0-4d3f-bd4a-28502ea5b352","block_type":"box","text":"agents and confirmations of acceptance furnished by it or its agents. The Distributor is a broker-dealer registered under the","page_number":61,"box":{"x":59,"y":142,"width":865,"height":13}},{"id":"a76b361b-4e12-4df5-8773-a4956bc55fc8","block_type":"box","text":"Securities Exchange Act of 1934, as amended (the “1934 Act”), and a member of the Financial Industry Regulatory Authority,","page_number":61,"box":{"x":59,"y":157,"width":875,"height":13}},{"id":"b72667ce-fc85-4854-a98e-ce4b107fc3dc","block_type":"box","text":"Inc. (“FINRA”). The Distributor is also licensed as a broker-dealer in all 50 U.S. states, as well as in Puerto Rico, the U.S. Virgin","page_number":61,"box":{"x":60,"y":172,"width":869,"height":13}},{"id":"f41e57bd-d6e6-43fd-805d-5f719188aead","block_type":"box","text":"Islands and the District of Columbia.","page_number":61,"box":{"x":60,"y":188,"width":253,"height":9}},{"id":"69cfcff8-af42-43d7-8a70-77be3644e6c9","block_type":"box","text":"The Distribution Agreement for the Fund provides that it may be terminated at any time, without the payment of any penalty,","page_number":61,"box":{"x":59,"y":214,"width":876,"height":12}},{"id":"b8815b93-8978-4083-a84b-2450a50aff9f","block_type":"box","text":"on at least 60 days’ prior written notice to the other party following (i) the vote of a majority of the Independent Trustees, or","page_number":61,"box":{"x":59,"y":229,"width":869,"height":12}},{"id":"2e5fe27f-6f36-42e5-b653-bb525791b304","block_type":"box","text":"(ii) the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund. The Distribution","page_number":61,"box":{"x":60,"y":244,"width":831,"height":13}},{"id":"aeceb194-46d4-4fa4-aa7a-80d7894ab28b","block_type":"box","text":"Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).","page_number":61,"box":{"x":59,"y":259,"width":692,"height":13}},{"id":"edc39bc9-f499-4b0c-a01f-76a8b4dd4038","block_type":"box","text":"The Distributor may also enter into agreements with securities dealers (“Soliciting Dealers”) who will solicit purchases of","page_number":61,"box":{"x":59,"y":286,"width":847,"height":12}},{"id":"747afcdb-12c8-493f-b884-bd36f4596301","block_type":"box","text":"Creation Units of Fund shares. Such Soliciting Dealers may also be Authorized Participants (as described below), DTC","page_number":61,"box":{"x":59,"y":301,"width":819,"height":12}},{"id":"49fb0ed9-8c3a-4fc4-ab8c-9f5c195a840a","block_type":"box","text":"participants and/or investor services organizations.","page_number":61,"box":{"x":59,"y":316,"width":358,"height":12}},{"id":"c70e4e8d-77c1-4771-a155-ee57fb673194","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":61,"box":{"x":60,"y":343,"width":846,"height":12}},{"id":"d74cb12c-4272-4fe2-becd-9a078c795ece","block_type":"box","text":"including payments out of its own resources to the Distributor, or to otherwise promote the sale of shares.","page_number":61,"box":{"x":60,"y":358,"width":742,"height":12}},{"id":"3b0d3b39-bd5c-47e9-b1c0-f1e69fd73d31","block_type":"box","text":"Securities Lending.","page_number":61,"box":{"x":59,"y":384,"width":136,"height":12}},{"id":"e6d48c04-15fa-409e-aa88-4c672534a20f","block_type":"box","text":"The Fund may engage in securities lending. To the extent that the Fund engages in securities lending,","page_number":61,"box":{"x":204,"y":384,"width":711,"height":12}},{"id":"8ffd3c5d-96fa-4e18-a3dd-a29de38daabe","block_type":"box","text":"the Fund conducts its securities lending pursuant to SEC exemptive relief, and BTC acts as securities lending agent for the","page_number":61,"box":{"x":59,"y":399,"width":851,"height":13}},{"id":"fb8bcf34-f520-4062-8c67-8d1b9d848220","block_type":"box","text":"Fund, subject to the overall supervision of BFA, pursuant to a written agreement (the “Securities Lending Agency","page_number":61,"box":{"x":60,"y":414,"width":789,"height":13}},{"id":"975dd367-e639-470c-bd34-83f695ff7ec2","block_type":"box","text":"Agreement”).","page_number":61,"box":{"x":59,"y":429,"width":94,"height":13}},{"id":"b4f4cfbc-ab81-4964-a112-f6ba02cf8476","block_type":"box","text":"If the Fund were to engage in securities lending, it would retain a portion of the securities lending income and remit the","page_number":61,"box":{"x":60,"y":456,"width":835,"height":12}},{"id":"815af7ec-c361-45e6-8722-1a5bc2e43d2b","block_type":"box","text":"remaining portion to BTC as compensation for its services as securities lending agent. Securities lending income is generally","page_number":61,"box":{"x":60,"y":471,"width":867,"height":12}},{"id":"cf3fde51-16be-4126-8a3f-62f0024ec2cd","block_type":"box","text":"equal to the total of income earned from the reinvestment of cash collateral (and excludes collateral investment fees as","page_number":61,"box":{"x":59,"y":486,"width":834,"height":12}},{"id":"531bf364-ca99-42a0-8ffa-e2fb8b60d195","block_type":"box","text":"defined below), and any fees or other payments to and from borrowers of securities. As securities lending agent, BTC bears","page_number":61,"box":{"x":59,"y":501,"width":861,"height":13}},{"id":"49fa17b3-9500-4d3c-889a-cbb54676bad0","block_type":"box","text":"all operational costs directly related to securities lending, including custodial costs of JPMorgan. To the extent that the Fund","page_number":61,"box":{"x":59,"y":516,"width":865,"height":13}},{"id":"f3217517-8f7c-467d-9397-21f149b9fbd1","block_type":"box","text":"engages in securities lending, the Fund is responsible for fees in connection with the investment of cash collateral received","page_number":61,"box":{"x":59,"y":531,"width":857,"height":13}},{"id":"7d4b8756-ac4a-4547-af5c-c1688f687b56","block_type":"box","text":"for securities on loan in a money market fund managed by BFA (the “collateral investment fees”); however, BTC has agreed to","page_number":61,"box":{"x":59,"y":547,"width":876,"height":12}},{"id":"e0f3f043-0f50-4d5b-96b4-f209ec1b3594","block_type":"box","text":"reduce the amount of securities lending income it receives in order to effectively limit the collateral investment fees the Fund","page_number":61,"box":{"x":60,"y":562,"width":870,"height":12}},{"id":"ab5e6420-5fe6-41be-99c8-3a297689f1a5","block_type":"box","text":"bears to an annual rate of 0.04%. Such money market fund shares will not be subject to a sales load, redemption fee,","page_number":61,"box":{"x":60,"y":577,"width":817,"height":12}},{"id":"23233205-912f-45c5-816c-a325155d8db1","block_type":"box","text":"distribution fee or service fee.","page_number":61,"box":{"x":59,"y":592,"width":205,"height":10}},{"id":"b2fddeea-b8c0-4fa8-b36c-61190800bdfb","block_type":"box","text":"To the extent that the Fund invests cash collateral in a non-government money market fund, the Fund may be subject to a","page_number":61,"box":{"x":59,"y":618,"width":855,"height":13}},{"id":"27ccd9e1-a849-4fc0-aa73-430180621357","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":61,"box":{"x":59,"y":634,"width":859,"height":12}},{"id":"3c22ab67-c1ba-4c1c-b816-82b1c1b02e6b","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":61,"box":{"x":59,"y":649,"width":843,"height":12}},{"id":"ef240512-018f-4835-81d1-e750f007dd91","block_type":"box","text":"would be, or would not be, respectively, in the best interest of the money market fund. Additionally, the Fund will be subject","page_number":61,"box":{"x":59,"y":664,"width":864,"height":12}},{"id":"3c7753a8-2df8-4343-8739-2054f90e8c1a","block_type":"box","text":"to a mandatory liquidity fee if the money market fund’s total net redemptions on a single day exceed 5% of the money","page_number":61,"box":{"x":59,"y":679,"width":830,"height":12}},{"id":"c0564059-b00b-446f-8a3d-fb29bd603838","block_type":"box","text":"market fund’s net assets, unless the liquidity costs are de minimis (","page_number":61,"box":{"x":60,"y":694,"width":467,"height":12}},{"id":"47f86374-1a26-499e-9b1c-2f052a1e9649","block_type":"box","text":"i.e","page_number":61,"box":{"x":529,"y":695,"width":14,"height":9}},{"id":"44364b0a-c141-4ce4-9986-fc6768fa3bef","block_type":"box","text":"., less than one basis point (0.01%)). The money market","page_number":61,"box":{"x":545,"y":694,"width":392,"height":12}},{"id":"5bd02caf-f5c9-4641-9a38-968a568a7529","block_type":"box","text":"fund will determine the size of the mandatory liquidity fee by making a good faith estimate of certain costs the money market","page_number":61,"box":{"x":59,"y":709,"width":880,"height":12}},{"id":"4763cb87-fd7f-47dc-8446-a136d37c77f5","block_type":"box","text":"fund would incur if it were to sell a pro rata amount of each security in the portfolio to satisfy the amount of net redemptions","page_number":61,"box":{"x":59,"y":724,"width":875,"height":13}},{"id":"5f7282a5-a4dc-497f-ac67-8ba57e2957d5","block_type":"box","text":"on 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":61,"box":{"x":59,"y":739,"width":863,"height":13}},{"id":"777937df-5e99-4af0-8448-142a3f7379b3","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":61,"box":{"x":59,"y":754,"width":831,"height":13}},{"id":"c1a3e447-8e4d-40ef-95f6-8eafddb1326f","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":61,"box":{"x":60,"y":770,"width":835,"height":12}},{"id":"9603305b-01ef-474d-8513-a1b3a8889705","block_type":"box","text":"liquidity fee would reduce the Fund’s returns on securities lending.","page_number":61,"box":{"x":60,"y":785,"width":464,"height":12}},{"id":"375e0d94-ffe2-4503-a42b-bb4aa94bf057","block_type":"box","text":"Under the securities lending program, funds are categorized into one of several specific asset classes. The determination of a","page_number":61,"box":{"x":60,"y":811,"width":872,"height":13}},{"id":"b5acd587-c9a7-4e05-8293-b2f004d1acc7","block_type":"box","text":"fund’s asset class category (fixed-income, domestic equity, international equity or fund-of-funds), each of which may be","page_number":61,"box":{"x":59,"y":826,"width":844,"height":13}},{"id":"2d9f63c2-a9c5-4980-83d6-217688d99868","block_type":"box","text":"subject to a different fee arrangement, is based on a methodology agreed to by the Trust and BTC.","page_number":61,"box":{"x":59,"y":841,"width":686,"height":13}},{"id":"f17c732e-3c74-483c-a33c-600d7d8863c2","block_type":"box","text":"Pursuant to the current Securities Lending Agency Agreement:","page_number":61,"box":{"x":60,"y":868,"width":439,"height":12}},{"id":"a1a7e911-c5ea-4143-a610-9f4b68bb9b6b","block_type":"box","text":"48","page_number":61,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"02ff2a8e-3676-4b85-ac8d-43012e78fbd3","block_type":"box","text":"(i) domestic equity funds retain 81% of securities lending income (which excludes collateral investment fees) and this","page_number":62,"box":{"x":60,"y":67,"width":823,"height":12}},{"id":"8e2fa1bf-656f-4299-a39d-c0abdbf36fbd","block_type":"box","text":"amount can never be less than 70% of the sum of securities lending income plus collateral investment fees;","page_number":62,"box":{"x":59,"y":82,"width":753,"height":12}},{"id":"8ada45bb-95b0-43bc-abce-7ac7027e0950","block_type":"box","text":"(ii) international equity funds retain 82% of securities lending income (which excludes collateral investment fees) and this","page_number":62,"box":{"x":60,"y":108,"width":852,"height":13}},{"id":"1bcd2fbd-f858-420b-b365-1ad47ced9142","block_type":"box","text":"amount can never be less than 70% of the sum of securities lending income plus collateral investment fees;","page_number":62,"box":{"x":59,"y":123,"width":753,"height":13}},{"id":"cbc5e226-7bbf-4bd2-96ba-dc86296378bc","block_type":"box","text":"(iii) fixed-income funds retain 82% of securities lending income (which excludes collateral investment fees) and this amount","page_number":62,"box":{"x":60,"y":150,"width":871,"height":12}},{"id":"599ebeb4-aa92-4ad8-a968-f6f487fb78eb","block_type":"box","text":"can never be less than 70% of the sum of securities lending income plus collateral investment fees; 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and","page_number":62,"box":{"x":60,"y":448,"width":300,"height":13}},{"id":"b9a59630-d2c2-401c-be08-15c8f2f42ff5","block_type":"box","text":"(iv) each applicable fund-of-funds will receive 85% of securities lending income (which excludes collateral investment fees)","page_number":62,"box":{"x":60,"y":475,"width":863,"height":12}},{"id":"a19070fa-b2fb-481d-b404-f100759e9a6a","block_type":"box","text":"for the remainder of that calendar year and this amount can never be less than 70% of the sum of securities lending income","page_number":62,"box":{"x":59,"y":490,"width":869,"height":12}},{"id":"3274de3c-433f-4e79-8f1b-cf3647259a8d","block_type":"box","text":"plus collateral investment fees.","page_number":62,"box":{"x":59,"y":505,"width":214,"height":12}},{"id":"29994cf5-3f97-43e3-bd09-43d8c0e85f10","block_type":"box","text":"No services have been provided by BTC as the Fund’s securities lending agent, and the Fund had no income and","page_number":62,"box":{"x":60,"y":531,"width":781,"height":13}},{"id":"9385beb9-6760-4c83-832c-9cef976c8d12","block_type":"box","text":"fees/compensation related to securities lending activities for the fiscal year ended October 31, 2025.","page_number":62,"box":{"x":59,"y":547,"width":701,"height":12}},{"id":"67da7e53-32af-4efd-9132-1c9a5ff5e302","block_type":"box","text":"Payments by BFA and its Affiliates.","page_number":62,"box":{"x":60,"y":573,"width":247,"height":12}},{"id":"069d0fd3-6a1b-4429-83f2-aabaf7e4a8cd","block_type":"box","text":"BFA and/or its affiliates (“BFA Entities”) pay certain broker-dealers, registered","page_number":62,"box":{"x":317,"y":573,"width":539,"height":12}},{"id":"88c30cac-6f40-4e12-97c6-b4a346b8b693","block_type":"box","text":"investment advisers, banks and other financial intermediaries (“Intermediaries”) for certain activities related to the Fund and","page_number":62,"box":{"x":60,"y":588,"width":869,"height":13}},{"id":"86f646e8-946b-40aa-b2f0-34fc52caa163","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":62,"box":{"x":59,"y":603,"width":866,"height":13}},{"id":"ee4ef01f-fa88-4128-9f59-20f083a1b93d","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":62,"box":{"x":60,"y":618,"width":842,"height":13}},{"id":"bcb0a241-7fd9-4d9d-9e99-c5a2620347b0","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":62,"box":{"x":60,"y":634,"width":875,"height":12}},{"id":"5ed8e76f-24ff-49f2-b70b-5b882b56d76c","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":62,"box":{"x":60,"y":649,"width":873,"height":12}},{"id":"09d40988-24a0-411c-a444-c1882ecca4b0","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":62,"box":{"x":59,"y":664,"width":817,"height":12}},{"id":"27ff3e1e-be4b-4fa9-b328-0156b2feb621","block_type":"box","text":"activities that are designed to make registered representatives, other professionals and individual investors more","page_number":62,"box":{"x":59,"y":679,"width":786,"height":12}},{"id":"b2bf6ccb-fa62-4e97-b992-9b27da8ff711","block_type":"box","text":"knowledgeable about exchange-traded products, including the Fund and other Products, or for other activities, such as","page_number":62,"box":{"x":60,"y":694,"width":834,"height":12}},{"id":"c1a4a996-a003-460d-8ae9-850f6ebac23c","block_type":"box","text":"participation in marketing activities and presentations, educational training programs, conferences, the development of","page_number":62,"box":{"x":59,"y":709,"width":837,"height":12}},{"id":"75ff5de5-e7a8-4242-9916-9bec086225cf","block_type":"box","text":"technology platforms and reporting systems (“Education Costs”). BFA Entities also make payments to Intermediaries for","page_number":62,"box":{"x":59,"y":724,"width":841,"height":13}},{"id":"aa3a5649-d6e8-4ce5-a38e-9e40a0608dff","block_type":"box","text":"certain printing, publishing and mailing costs or materials relating to the Fund or other Products (“Publishing Costs”). In","page_number":62,"box":{"x":59,"y":739,"width":841,"height":13}},{"id":"d12193e8-3b2b-4ecc-99c5-71169b7d336c","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":62,"box":{"x":59,"y":754,"width":844,"height":13}},{"id":"d01b7fba-6ded-4d4b-a472-8c4a1cfe304d","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":62,"box":{"x":59,"y":770,"width":857,"height":12}},{"id":"b10036c8-3c7d-4ee1-9ae1-c949a6ff9c0d","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":62,"box":{"x":59,"y":785,"width":847,"height":12}},{"id":"7159d7fe-7339-4f5c-99eb-acf8003ac3cd","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":62,"box":{"x":59,"y":800,"width":865,"height":12}},{"id":"d7b50c51-72e7-4058-9609-8251b0de1861","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":62,"box":{"x":60,"y":815,"width":853,"height":12}},{"id":"4819f12a-032b-492c-8939-c3f90cda127b","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":62,"box":{"x":60,"y":830,"width":867,"height":12}},{"id":"1d80e774-001a-4966-8426-026bc67cd7fd","block_type":"box","text":"sometimes referred to as revenue-sharing payments.","page_number":62,"box":{"x":59,"y":845,"width":369,"height":13}},{"id":"7ed60860-251f-4fe0-8f88-ff2bd56e7f7c","block_type":"box","text":"Payments to an Intermediary may be significant to the Intermediary, and amounts that Intermediaries pay to your","page_number":62,"box":{"x":60,"y":872,"width":794,"height":12}},{"id":"8eca71fd-ccd7-4e23-8fc7-ed24bd2bbbbd","block_type":"box","text":"salesperson or other investment professional may also be significant for your salesperson or other investment professional.","page_number":62,"box":{"x":59,"y":887,"width":861,"height":12}},{"id":"42723faf-4fa2-48a0-9e8d-0d6a25f1b449","block_type":"box","text":"49","page_number":62,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"2cf1e3c5-3fce-478e-9740-fe171dc53270","block_type":"box","text":"Because an Intermediary may make decisions about which investment options it will recommend or make available to its","page_number":63,"box":{"x":60,"y":67,"width":845,"height":12}},{"id":"49ee6d91-a84a-43b9-86de-132c42b22c0d","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":63,"box":{"x":59,"y":82,"width":843,"height":12}},{"id":"98c11abe-7449-43f2-8e19-ff886b1d6585","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":63,"box":{"x":59,"y":97,"width":872,"height":12}},{"id":"40fba147-ecdb-4fe2-a01c-fe70ac745b82","block_type":"box","text":"clients. These financial incentives may cause the Intermediary to recommend the Fund or other Products or otherwise","page_number":63,"box":{"x":59,"y":112,"width":827,"height":12}},{"id":"4aa56667-5be5-4261-8c4b-6ec2b92e7b56","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":63,"box":{"x":59,"y":127,"width":874,"height":12}},{"id":"4a0d1ad0-a3f6-44f4-94f6-4c9a032584b7","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":63,"box":{"x":60,"y":142,"width":798,"height":13}},{"id":"beb7f212-8033-4bc5-b753-4438f63888dd","block_type":"box","text":"Intermediary firm.","page_number":63,"box":{"x":60,"y":157,"width":124,"height":13}},{"id":"620c15ec-78d0-490a-83a5-bd1264d6e2ed","block_type":"box","text":"In addition to the payments described above, BFA Entities have developed proprietary tools, calculators and related","page_number":63,"box":{"x":60,"y":184,"width":802,"height":12}},{"id":"f443264e-95f5-4483-8b87-d523fc707dfa","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":63,"box":{"x":60,"y":199,"width":812,"height":12}},{"id":"24469362-acf0-4a31-9a07-514449b9e838","block_type":"box","text":"Intermediaries. BlackRock may configure these tools and calculators and localize the content for Intermediaries as part of its","page_number":63,"box":{"x":60,"y":214,"width":867,"height":12}},{"id":"c1da4994-e537-48d6-a4af-d12d266bee6c","block_type":"box","text":"customary digital marketing support and promotion of the Fund or other Products.","page_number":63,"box":{"x":59,"y":229,"width":581,"height":12}},{"id":"3fc500b0-83e1-4ac0-a1e5-4f2443bcb3a8","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":63,"box":{"x":59,"y":256,"width":862,"height":12}},{"id":"0a8761a8-2396-4095-a13b-d13230d5874e","block_type":"box","text":"Costs or Publishing Costs) to one Intermediary, Fidelity Brokerage Services LLC (“FBS”). 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Pursuant to this special,","page_number":63,"box":{"x":60,"y":286,"width":847,"height":12}},{"id":"dd8d9b83-b1f1-420b-99bc-4e1e88a116d2","block_type":"box","text":"long-term and significant arrangement (the “Marketing Program”), FBS, NFS and certain of their affiliates (collectively","page_number":63,"box":{"x":60,"y":301,"width":823,"height":12}},{"id":"597b2005-3823-4f23-99ab-0ffef86f5680","block_type":"box","text":"“Fidelity”) have agreed, among other things, to actively promote certain funds and Products to customers, investment","page_number":63,"box":{"x":59,"y":316,"width":827,"height":12}},{"id":"ebe171b8-6843-49fd-af3b-ff19cf151c99","block_type":"box","text":"professionals and other intermediaries and in advertising campaigns as the preferred exchange-traded product, to offer","page_number":63,"box":{"x":59,"y":331,"width":836,"height":13}},{"id":"df80cc4c-d8c1-4c40-b2b7-d92ce618599a","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":63,"box":{"x":59,"y":346,"width":839,"height":13}},{"id":"61a9779b-9a0e-49f2-a526-e28681a8ec00","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":63,"box":{"x":59,"y":361,"width":844,"height":13}},{"id":"7d2de255-5ef1-4f89-8686-5d308ea23981","block_type":"box","text":"Marketing Program by, among other things, making certain payments to FBS and NFS for marketing and implementing","page_number":63,"box":{"x":59,"y":377,"width":832,"height":12}},{"id":"57b6b0e6-1e50-4cff-a340-9f9a2a966af5","block_type":"box","text":"certain brokerage and investment programs. Upon termination of the arrangement, the BFA Entities will make additional","page_number":63,"box":{"x":59,"y":392,"width":841,"height":12}},{"id":"8e551f42-54cf-41b3-84d1-3b4b4e7ced1e","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":63,"box":{"x":59,"y":407,"width":857,"height":12}},{"id":"29744d3f-1c5c-48dc-aea1-95c29b5fb726","block_type":"box","text":"the level of services provided by FBS and NFS during the wind-down period.","page_number":63,"box":{"x":59,"y":422,"width":529,"height":12}},{"id":"01269c02-5913-45fd-b143-b0c0e6f34b3a","block_type":"box","text":"In addition, BFA Entities have entered into other contractual arrangements with Intermediaries and certain other third parties","page_number":63,"box":{"x":60,"y":448,"width":872,"height":13}},{"id":"fb09e022-5c73-46d3-9ab2-551dc0fad435","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":63,"box":{"x":59,"y":463,"width":824,"height":13}},{"id":"64f5be2f-4007-4812-8909-3852c6070d7a","block_type":"box","text":"Products. Such agreements can include payments by BFA Entities to such Intermediaries and third parties for data collection","page_number":63,"box":{"x":60,"y":479,"width":867,"height":12}},{"id":"928a5ce2-9c09-4c10-8457-af9297da41ab","block_type":"box","text":"and provision, technology support, platform enhancement, or educational content, co-marketing and cross-promotional","page_number":63,"box":{"x":59,"y":494,"width":844,"height":12}},{"id":"79395ba2-e0c6-47bf-9469-e96c83b49084","block_type":"box","text":"efforts. In certain cases, such payments to Intermediaries are subject to certain minimum payment levels or tiered payments.","page_number":63,"box":{"x":59,"y":509,"width":872,"height":12}},{"id":"93a7f796-ca35-461c-baa2-8ed24f6bac7f","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":63,"box":{"x":59,"y":524,"width":849,"height":12}},{"id":"bb80357a-c382-4faa-8917-0b03a5a50aa3","block_type":"box","text":"diligence” payments for an Intermediary’s review of such funds and Products; payment for providing employee training and","page_number":63,"box":{"x":59,"y":539,"width":864,"height":12}},{"id":"6dc9321c-2f98-4030-9054-b158b1f70e84","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":63,"box":{"x":60,"y":554,"width":864,"height":13}},{"id":"3ae18957-6444-457b-99b5-59bde38c73d3","block_type":"box","text":"registered representatives, salespersons or other personnel, fees for maintaining an Intermediary’s investor platform, “shelf","page_number":63,"box":{"x":60,"y":569,"width":861,"height":13}},{"id":"41bef816-5b7f-4b43-a964-a490c54ed83f","block_type":"box","text":"space” payments for making such funds and Products available on the Intermediary’s platform or fees for providing","page_number":63,"box":{"x":59,"y":584,"width":807,"height":13}},{"id":"10ca29bb-0730-4d3f-90fb-0c5810e57ded","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":63,"box":{"x":59,"y":600,"width":871,"height":12}},{"id":"a42624fe-8434-4904-9536-fd08b3558ff4","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":63,"box":{"x":60,"y":615,"width":875,"height":12}},{"id":"44a66e47-2852-432f-972e-a9c8b8516f3b","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":63,"box":{"x":60,"y":630,"width":851,"height":12}},{"id":"996be3a1-8fcc-4858-a251-4e1ac942d685","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":63,"box":{"x":59,"y":645,"width":855,"height":12}},{"id":"5e567255-2d97-4662-a37c-19650e06a0cc","block_type":"box","text":"the Intermediaries and other third parties (or their respective affiliates) receiving one or more types of the contractual","page_number":63,"box":{"x":59,"y":660,"width":821,"height":12}},{"id":"a1e2c6c2-86d4-4c75-a883-f49e8e7e38bf","block_type":"box","text":"payments described above include (in addition to FBS and NFS): &Partners, Advisor Credit Exchange, AE Wealth","page_number":63,"box":{"x":59,"y":675,"width":780,"height":12}},{"id":"73f84ee9-4f6c-47a5-9e30-12cee658c4d6","block_type":"box","text":"Management, LLC, American Enterprise Investment Services, Inc., Avantax Investment Services, Inc., BNY Mellon Capital","page_number":63,"box":{"x":59,"y":690,"width":840,"height":13}},{"id":"a1f978aa-e7a7-46a3-9add-c080bacce2aa","block_type":"box","text":"Markets, LLC, BNY Mellon Performance & Risk Analytics, LLC, Cetera Financial Group, Inc., Charles Schwab & Co., Inc.,","page_number":63,"box":{"x":59,"y":705,"width":822,"height":13}},{"id":"5b603c59-1223-4afb-81fa-3540521bb2ca","block_type":"box","text":"Clearstream Fund Centre AG, Commonwealth Equity Services, LLC, Dorsey Wright and Associates, LLC, Dynasty Financial","page_number":63,"box":{"x":59,"y":720,"width":848,"height":13}},{"id":"18998d23-e079-45fd-bb52-75a21c1bc9cc","block_type":"box","text":"Partners LLC, E*Trade Securities LLC, Envestnet Asset Management, Inc., iCapital Markets LLC, Interactive Brokers LLC, LPL","page_number":63,"box":{"x":60,"y":736,"width":858,"height":12}},{"id":"dcb14db3-c541-4180-8a53-3f2a2476764b","block_type":"box","text":"Financial LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MML Investors Services, LLC, Morgan Stanley Smith Barney","page_number":63,"box":{"x":60,"y":751,"width":876,"height":12}},{"id":"6b22ec45-3e2b-4f0d-9aed-cd99d53ee88e","block_type":"box","text":"LLC, Northwestern Mutual Investment Services, LLC, Orion Portfolio Solutions, LLC, Pershing LLC, Raymond James Financial","page_number":63,"box":{"x":60,"y":766,"width":861,"height":12}},{"id":"d9f6a551-9850-4059-a61b-5bd0984b138c","block_type":"box","text":"Services, Inc., Riskalyze, Inc., Sanctuary Wealth Group, LLC, UBS Financial Services Inc., Wells Fargo Clearing Services, LLC and","page_number":63,"box":{"x":59,"y":781,"width":877,"height":12}},{"id":"dff391be-3824-4b6e-8ff5-37fb6e996d98","block_type":"box","text":"Wells Fargo Advisors Financial Network, LLC. Any additions, modifications, or deletions to Intermediaries and other third","page_number":63,"box":{"x":59,"y":796,"width":841,"height":12}},{"id":"7461af93-3ea3-465b-b82b-0d8203088d2f","block_type":"box","text":"parties listed above that have occurred since the date of this SAI are not included in the list.","page_number":63,"box":{"x":59,"y":811,"width":637,"height":13}},{"id":"fbacfd75-96b0-4d82-8340-f72e1375b983","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":63,"box":{"x":60,"y":838,"width":860,"height":12}},{"id":"ae7f932e-f32e-4847-ba1b-ae1ca7d2f07c","block_type":"box","text":"immediately preceding paragraph. BFA Entities may determine to make such payments based on any number of metrics. For","page_number":63,"box":{"x":60,"y":853,"width":870,"height":12}},{"id":"ab474ae4-a3f6-4c84-9daf-51cd4af115ef","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":63,"box":{"x":59,"y":868,"width":826,"height":12}},{"id":"e109b57f-52c3-4db2-bd50-cc17f85ffa86","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":63,"box":{"x":60,"y":883,"width":820,"height":12}},{"id":"d373b7fa-0c60-4fe6-a6a2-463fda346e49","block_type":"box","text":"50","page_number":63,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"21f81e26-bced-43e4-a6cd-d7ddfdee2a3f","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":64,"box":{"x":60,"y":67,"width":805,"height":12}},{"id":"ba518e45-6010-4641-b776-f0c1bd8a7a23","block_type":"box","text":"maximum payment, or any combination of the foregoing. Please contact your salesperson or other investment professional","page_number":64,"box":{"x":60,"y":82,"width":862,"height":12}},{"id":"7f978ea5-5a7a-4668-98ed-91521192b24d","block_type":"box","text":"for more information regarding any such payments or financial incentives his or her Intermediary firm may receive. Any","page_number":64,"box":{"x":59,"y":97,"width":835,"height":12}},{"id":"2e0e96c1-583b-4dff-a945-e8e9aa47578f","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":64,"box":{"x":59,"y":112,"width":824,"height":12}},{"id":"f802dfcc-a04e-40d7-8d3a-533a6e523505","block_type":"box","text":"Intermediary to encourage customers to buy shares of the Fund or other Products.","page_number":64,"box":{"x":60,"y":127,"width":578,"height":12}},{"id":"3cba3de9-880c-414f-96ab-cf56cd6998fb","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":64,"box":{"x":59,"y":154,"width":864,"height":12}},{"id":"02d92b58-98f8-4961-b3a8-5f54f1cc2e1e","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":64,"box":{"x":59,"y":169,"width":815,"height":12}},{"id":"771212d2-a8a4-4587-be87-9187313944e2","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":64,"box":{"x":59,"y":184,"width":859,"height":12}},{"id":"8739e4a3-e7b0-4ad8-a11d-24d7ac63415d","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":64,"box":{"x":59,"y":199,"width":864,"height":12}},{"id":"ff9180bb-3fe9-48b7-9859-0cafa0014725","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":64,"box":{"x":59,"y":214,"width":847,"height":12}},{"id":"8e553b87-cdae-4a21-890c-c95c296c7e23","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":64,"box":{"x":59,"y":229,"width":852,"height":12}},{"id":"d7b44535-2aa3-46d9-9be3-ca1d6afd7745","block_type":"box","text":"not be paid from any Fund assets. Other funds managed by BFA may also participate in such programs.","page_number":64,"box":{"x":60,"y":244,"width":721,"height":13}},{"id":"7c68d1c3-cb14-4587-9540-8daa2301db15","block_type":"box","text":"Determination of Net Asset Value","page_number":64,"box":{"x":62,"y":275,"width":558,"height":23}},{"id":"c6c663dd-981d-409a-8309-e2d12cbea8fe","block_type":"box","text":"Valuation of Shares.","page_number":64,"box":{"x":59,"y":316,"width":143,"height":10}},{"id":"9af7eaa3-bcab-4720-bc27-37facb603d88","block_type":"box","text":"The NAV for the Fund is generally calculated as of the close of regular trading hours on the New York","page_number":64,"box":{"x":207,"y":316,"width":707,"height":12}},{"id":"6c945bb2-567f-4e85-b58d-7d6898dc3307","block_type":"box","text":"Stock Exchange (“NYSE”) (normally 4:00 p.m., Eastern Time) on each business day the NYSE is open. Valuation of assets held","page_number":64,"box":{"x":59,"y":331,"width":876,"height":13}},{"id":"3a4cdbd3-4033-4f07-88eb-f860fb96de4d","block_type":"box","text":"by the Fund is as follows:","page_number":64,"box":{"x":60,"y":346,"width":173,"height":13}},{"id":"62afa477-fc5b-489b-9e73-e0b9e9da81f4","block_type":"box","text":"Equity Investments.","page_number":64,"box":{"x":60,"y":373,"width":139,"height":12}},{"id":"059fbe6a-c3e1-4734-85f6-399241edcda9","block_type":"box","text":"Equity securities traded on a recognized securities exchange (","page_number":64,"box":{"x":205,"y":373,"width":430,"height":12}},{"id":"e052861e-cae1-4543-9532-2c5b34a8aafe","block_type":"box","text":"e.g.","page_number":64,"box":{"x":636,"y":376,"width":23,"height":9}},{"id":"bb61df9f-4758-4106-8cf9-878a81690002","block_type":"box","text":", NYSE), on separate trading boards of a","page_number":64,"box":{"x":661,"y":373,"width":276,"height":12}},{"id":"b85ec61f-8439-45f0-b243-b0505cd82ecf","block_type":"box","text":"securities exchange or through a market system that provides contemporaneous transaction pricing information (each an","page_number":64,"box":{"x":59,"y":388,"width":854,"height":12}},{"id":"74107056-46da-4ff1-96ad-e95be349de4b","block_type":"box","text":"“Exchange”) are valued using information obtained via independent pricing services, generally at the Exchange closing price","page_number":64,"box":{"x":59,"y":403,"width":869,"height":12}},{"id":"7201d89c-bac9-45b4-9f22-2bda9396b05b","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":64,"box":{"x":59,"y":418,"width":875,"height":12}},{"id":"185a0240-0f34-432b-9d6e-4fb3a82d98f5","block_type":"box","text":"or liabilities are valued. However, under certain circumstances, other means of determining current market value may be","page_number":64,"box":{"x":59,"y":433,"width":841,"height":13}},{"id":"afc68ff8-a978-494b-bfac-e0b20f797dbf","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":64,"box":{"x":60,"y":448,"width":872,"height":13}},{"id":"e98067b7-7474-479c-8d6e-dbf86bf94a9c","block_type":"box","text":"traded generally will be used. In the event that there are no sales involving an equity security held by the Fund on a day on","page_number":64,"box":{"x":59,"y":463,"width":852,"height":13}},{"id":"2a71fc74-5064-428c-b15b-0d798d8b86e6","block_type":"box","text":"which the Fund values such security, the prior day’s price will be used, unless BFA determines that such prior day’s price no","page_number":64,"box":{"x":59,"y":479,"width":862,"height":12}},{"id":"3c7faddf-f1eb-4ff0-aa59-5a9ba98f466b","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":64,"box":{"x":60,"y":494,"width":829,"height":12}},{"id":"7a8f9df8-ca38-420b-aed7-17c1bcd2f824","block_type":"box","text":"below).","page_number":64,"box":{"x":60,"y":509,"width":50,"height":12}},{"id":"fc286154-3f7c-4e70-ab27-afb623889c80","block_type":"box","text":"Fixed-Income Investments.","page_number":64,"box":{"x":60,"y":535,"width":193,"height":10}},{"id":"1ea6ea59-d6cc-4aed-9c7e-a82563d6ef3f","block_type":"box","text":"Fixed-income securities are valued using the last available bid prices or current market","page_number":64,"box":{"x":259,"y":535,"width":604,"height":13}},{"id":"ccb88e07-c925-4ed5-bf11-8dd5733efb6c","block_type":"box","text":"quotations provided by dealers or prices (including evaluated prices) supplied by the Funds’ approved independent third","page_number":64,"box":{"x":59,"y":550,"width":847,"height":13}},{"id":"9e7eafa4-8f9c-46a7-b00e-d0ec88f8fe61","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":64,"box":{"x":59,"y":566,"width":854,"height":12}},{"id":"ff1188fe-dbee-43d6-8d83-90ea748f883e","block_type":"box","text":"valuation models that utilize certain inputs and assumptions to derive values, including transaction data (","page_number":64,"box":{"x":59,"y":581,"width":737,"height":12}},{"id":"3918d89e-793a-43d7-bfeb-d0b5fa8a7374","block_type":"box","text":"e.g.","page_number":64,"box":{"x":797,"y":584,"width":23,"height":9}},{"id":"71155dc7-db51-4758-9e8e-85f05191a5e8","block_type":"box","text":", recent","page_number":64,"box":{"x":822,"y":582,"width":51,"height":10}},{"id":"0b514371-22fe-4fc4-8dee-7c266efb77e5","block_type":"box","text":"representative bids and offers), credit quality information, perceived market movements, news, and other relevant","page_number":64,"box":{"x":60,"y":596,"width":795,"height":12}},{"id":"919c1ac8-6a4f-48ca-9181-73ab1e7e1e69","block_type":"box","text":"information. Pricing services also may consider yields or prices of securities of comparable quality, coupon, maturity and","page_number":64,"box":{"x":60,"y":611,"width":841,"height":12}},{"id":"47438b6e-c718-4a93-97d3-cd4054448ed4","block_type":"box","text":"type; indications as to values from dealers; general market conditions; and/or other factors and assumptions. Pricing services","page_number":64,"box":{"x":59,"y":626,"width":878,"height":12}},{"id":"c0f1cf05-c4e0-4d39-9be6-05d638e71909","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":64,"box":{"x":59,"y":641,"width":866,"height":12}},{"id":"ff90d908-f134-4647-bb6c-88eb4ef53da5","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":64,"box":{"x":59,"y":656,"width":867,"height":13}},{"id":"bbf146a2-96e1-4f67-ade1-145a24f1cc5a","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":64,"box":{"x":59,"y":671,"width":860,"height":13}},{"id":"ba2a1b71-75db-4b70-9092-bd09da18a36b","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":64,"box":{"x":60,"y":686,"width":819,"height":13}},{"id":"673a39be-17ab-4d64-8996-4d6eb4b7140d","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":64,"box":{"x":60,"y":702,"width":844,"height":12}},{"id":"6c5a1894-2598-4749-a51d-4bbae6887773","block_type":"box","text":"income investments, including asset-backed and mortgage-related securities, may be valued based on valuation models that","page_number":64,"box":{"x":60,"y":717,"width":873,"height":12}},{"id":"79085996-09d1-4f9d-835a-d83f3ca4b924","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":64,"box":{"x":59,"y":732,"width":829,"height":12}},{"id":"63814f6a-cc5e-42e0-a7f8-a4c932e7471c","block_type":"box","text":"tranche-specific spread to the benchmark yield based on the unique attributes of the tranche.","page_number":64,"box":{"x":59,"y":747,"width":655,"height":12}},{"id":"842f0ad3-5a8d-47f5-acd7-f3824c8d0e58","block_type":"box","text":"Options, Futures, Swaps and Other Derivatives.","page_number":64,"box":{"x":59,"y":773,"width":338,"height":13}},{"id":"cfb4f624-44ce-402f-bf61-61f7b63f53c6","block_type":"box","text":"Exchange-traded equity options (except ETF options, equity index options","page_number":64,"box":{"x":403,"y":773,"width":517,"height":13}},{"id":"0abc8ba9-f32a-43af-b8c8-62856f3d959f","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":64,"box":{"x":59,"y":788,"width":875,"height":13}},{"id":"870ded86-cf70-4cea-8002-486fe24b646c","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":64,"box":{"x":59,"y":804,"width":869,"height":12}},{"id":"563c8448-8d97-430e-a3be-0a08c5b90d41","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":64,"box":{"x":59,"y":819,"width":854,"height":12}},{"id":"eeeddfbd-f378-4438-9e5d-1fb433672396","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":64,"box":{"x":60,"y":834,"width":848,"height":12}},{"id":"50a1ce4f-be75-4834-bb26-d7f88bf330e7","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":64,"box":{"x":59,"y":849,"width":868,"height":12}},{"id":"d20dc144-e900-411d-b587-f8175cdcfb6a","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":64,"box":{"x":59,"y":864,"width":863,"height":12}},{"id":"f04ab8d8-2b80-4b9f-a764-66218b0b0c0b","block_type":"box","text":"Asset. Customized exchange-traded equity options, ETF options, equity index options and OTC derivatives may be valued","page_number":64,"box":{"x":59,"y":879,"width":848,"height":13}},{"id":"6ac0b36a-a756-460b-94a5-0e5864ea0191","block_type":"box","text":"51","page_number":64,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"f111b80a-411b-4353-a78c-763bdb1a1397","block_type":"box","text":"using a mathematical model which may incorporate a number of market data factors. Financial futures contracts and","page_number":65,"box":{"x":60,"y":67,"width":822,"height":12}},{"id":"94313e69-7f93-431d-91a5-f8d6d31bcff0","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":65,"box":{"x":59,"y":82,"width":831,"height":12}},{"id":"69102401-5cba-45b4-934d-a2f8e743354e","block_type":"box","text":"exchanges. Swap agreements and other derivatives are generally valued daily based upon quotations from market makers or","page_number":65,"box":{"x":59,"y":97,"width":872,"height":12}},{"id":"181f6776-c234-4a54-86a2-3929df48f865","block_type":"box","text":"by a pricing service in accordance with the Valuation Procedures.","page_number":65,"box":{"x":60,"y":112,"width":453,"height":12}},{"id":"829ae135-d9d1-42a3-a712-0f0b936139b0","block_type":"box","text":"Underlying Funds.","page_number":65,"box":{"x":60,"y":138,"width":130,"height":13}},{"id":"5cdcb3eb-d095-48ce-92f8-b3459d869a9f","block_type":"box","text":"Shares of underlying open-end funds (including money market funds) are valued at NAV. Shares of","page_number":65,"box":{"x":195,"y":138,"width":693,"height":13}},{"id":"11595573-ded0-44d0-993b-84f4fc67b1bd","block_type":"box","text":"underlying exchange-traded closed-end funds or other ETFs will be valued at their most recent closing price.","page_number":65,"box":{"x":60,"y":154,"width":759,"height":12}},{"id":"6778c625-5fb8-4b85-8339-fea6a4934928","block_type":"box","text":"General Valuation Information.","page_number":65,"box":{"x":59,"y":180,"width":222,"height":10}},{"id":"1db81ccb-47bb-4655-867e-013e017c2025","block_type":"box","text":"Prices obtained from independent third-party pricing services, broker-dealers or market","page_number":65,"box":{"x":287,"y":180,"width":613,"height":12}},{"id":"52850305-6093-4138-988e-1f15b091ba88","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":65,"box":{"x":60,"y":195,"width":850,"height":10}},{"id":"4a3dddf4-a16e-4b55-b507-04ea0a294ef7","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":65,"box":{"x":59,"y":210,"width":853,"height":13}},{"id":"b4769c0b-7eec-4b68-b6b9-157026179faa","block_type":"box","text":"which a Fund valued such security, the revised pricing service quotation generally will be applied prospectively. Such","page_number":65,"box":{"x":59,"y":225,"width":813,"height":13}},{"id":"6388123d-5607-425b-a1de-2ac269bee21b","block_type":"box","text":"determination will be made considering pertinent facts and circumstances surrounding the revision.","page_number":65,"box":{"x":59,"y":240,"width":701,"height":13}},{"id":"0341cb66-361a-4eb1-be56-bdc060bc8a19","block_type":"box","text":"The price a Fund could receive upon the sale of any particular portfolio investment may differ from the Fund’s valuation of","page_number":65,"box":{"x":59,"y":267,"width":855,"height":12}},{"id":"5f7f15d3-8e29-49f7-965b-627cd08cf443","block_type":"box","text":"the investment, particularly for assets that trade in thin or volatile markets or that are valued using a fair valuation","page_number":65,"box":{"x":59,"y":282,"width":794,"height":12}},{"id":"91e0f9e0-317c-4f3e-bdaa-3b743e6347c6","block_type":"box","text":"methodology or a price provided by an independent pricing service. As a result, the price received upon the sale of an","page_number":65,"box":{"x":60,"y":297,"width":819,"height":13}},{"id":"4215338c-8326-407a-b1aa-b42a53d97c48","block_type":"box","text":"investment may be less than the value ascribed by a Fund, and a Fund could realize a greater than expected loss or lesser","page_number":65,"box":{"x":60,"y":312,"width":846,"height":13}},{"id":"6a67a50d-e6a2-49fb-b390-21cb0443b3f4","block_type":"box","text":"than expected gain upon the sale of the investment. A Fund’s ability to value its investment may also be impacted by","page_number":65,"box":{"x":59,"y":327,"width":816,"height":13}},{"id":"dfdb8c69-d4fc-43f3-8952-bf609cea31e0","block_type":"box","text":"technological issues and/or errors by pricing services or other third-party service providers.","page_number":65,"box":{"x":59,"y":343,"width":639,"height":12}},{"id":"52b4022f-fca8-4bb0-91b3-1f293e0cfd3a","block_type":"box","text":"All cash, receivables and current payables are carried on a Fund’s books at their fair value.","page_number":65,"box":{"x":59,"y":369,"width":626,"height":12}},{"id":"a34ca910-ea42-4a49-8ac8-5a723e93f596","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":65,"box":{"x":60,"y":395,"width":871,"height":13}},{"id":"04cc8008-c504-45d9-95ef-857ec6eeb415","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":65,"box":{"x":59,"y":411,"width":823,"height":12}},{"id":"e7d791bc-b489-40ef-8034-36be292b09f9","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":65,"box":{"x":59,"y":426,"width":833,"height":12}},{"id":"6b1d18da-91ad-402b-8c0b-88489ee13115","block_type":"box","text":"liabilities (including securities for which market quotations are not readily available) held by a Fund (including restricted","page_number":65,"box":{"x":60,"y":441,"width":836,"height":12}},{"id":"ef8d2ad6-62d0-4b5f-864b-195d3c6d1a7a","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":65,"box":{"x":59,"y":456,"width":862,"height":12}},{"id":"af444aaf-8938-4d6b-895b-fc849f848a54","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":65,"box":{"x":60,"y":471,"width":804,"height":12}},{"id":"aad73676-c3c0-4ef5-b989-5493fe47d0e7","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":65,"box":{"x":60,"y":497,"width":874,"height":13}},{"id":"3e7095a9-5e76-4150-8750-d573c5642703","block_type":"box","text":"the Fund’s NAV and the prices used in the Underlying Index, which, in turn, could result in a difference between the Fund’s","page_number":65,"box":{"x":59,"y":513,"width":856,"height":12}},{"id":"4804295a-91dd-4040-a434-a0cb11bd6ff9","block_type":"box","text":"performance and the performance of the Underlying Index.","page_number":65,"box":{"x":59,"y":528,"width":414,"height":12}},{"id":"2d579464-4af0-4ac5-87f9-ba49a4d4492f","block_type":"box","text":"Fair Value.","page_number":65,"box":{"x":60,"y":554,"width":73,"height":10}},{"id":"372df99b-2e6d-48dd-b3eb-78a33a2e9453","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":65,"box":{"x":138,"y":554,"width":796,"height":13}},{"id":"2a936c85-6101-4198-9250-11f9026fca9f","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":65,"box":{"x":59,"y":569,"width":854,"height":13}},{"id":"3fe92a50-f358-4d63-96c8-aaaecd9b72a6","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":65,"box":{"x":60,"y":584,"width":819,"height":13}},{"id":"619e5b7d-4dfa-40f5-a2bb-ba464e52ce33","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":65,"box":{"x":59,"y":600,"width":838,"height":12}},{"id":"8ec6d4c9-538d-4e62-bbb4-572d1182c9b4","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":65,"box":{"x":59,"y":615,"width":855,"height":12}},{"id":"13dfb4ce-a536-46a0-ae1d-d9dfc146f404","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":65,"box":{"x":59,"y":630,"width":851,"height":12}},{"id":"09ae874d-830e-49ed-aafc-d7934ab0c88a","block_type":"box","text":"unreliable (","page_number":65,"box":{"x":60,"y":645,"width":77,"height":12}},{"id":"ff812e3f-4c4e-4fdc-b65e-32ca3a74f394","block_type":"box","text":"e.g.","page_number":65,"box":{"x":138,"y":648,"width":23,"height":9}},{"id":"eab7f382-744a-481e-b2ee-223fe9f54c22","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":65,"box":{"x":163,"y":645,"width":745,"height":12}},{"id":"a507fbf6-3751-4fea-ab48-b9b3288acfe9","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":65,"box":{"x":59,"y":660,"width":839,"height":12}},{"id":"f0999d74-c676-4c2f-8790-3243f674773e","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":65,"box":{"x":59,"y":675,"width":822,"height":12}},{"id":"378660e4-c557-414a-86d4-b1f070804323","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":65,"box":{"x":59,"y":690,"width":861,"height":13}},{"id":"19cc7efc-cc2a-44bb-a78b-2aacf7e40d3f","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":65,"box":{"x":59,"y":705,"width":863,"height":13}},{"id":"27799a68-7f7b-4ec3-8ad2-c8372991e693","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":65,"box":{"x":60,"y":720,"width":863,"height":13}},{"id":"c86e018a-1624-4a31-b762-fbd947505968","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":65,"box":{"x":60,"y":736,"width":863,"height":12}},{"id":"ed2d04bb-22b9-4b96-979f-06d0eb55e53c","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":65,"box":{"x":60,"y":751,"width":857,"height":12}},{"id":"cf9eedc3-5d3f-416c-8da9-0c4e0fbbced1","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":65,"box":{"x":59,"y":766,"width":829,"height":12}},{"id":"b23341c9-dc74-4bb6-bb0f-69acadff77e6","block_type":"box","text":"liability, in which case such asset or liability would be treated as a Fair Value Asset.","page_number":65,"box":{"x":60,"y":781,"width":573,"height":12}},{"id":"65ee2abd-f292-45b9-8d8c-4c4444e77e46","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":65,"box":{"x":60,"y":807,"width":873,"height":13}},{"id":"7fec8dad-897a-4d61-ab95-e4827939e2ef","block_type":"box","text":"a proprietary multi-factor model after the relevant foreign markets have closed. This systematic fair value pricing","page_number":65,"box":{"x":59,"y":823,"width":787,"height":12}},{"id":"93602693-ab95-4030-9537-38e5b73e2bf4","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":65,"box":{"x":60,"y":838,"width":866,"height":12}},{"id":"cf138eb7-6e6a-4421-a503-d81c1c84574c","block_type":"box","text":"local markets to the prices that might have prevailed as of a Fund’s pricing time.","page_number":65,"box":{"x":60,"y":853,"width":558,"height":12}},{"id":"f9b97a6d-56d8-426e-b2b0-bfd252a40243","block_type":"box","text":"52","page_number":65,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"85dc08cd-fe59-497d-a2dd-7bf51302cbf8","block_type":"box","text":"BFA’s Rule 2a-5 Committee is responsible for reviewing and approving methodologies by investment type and significant","page_number":66,"box":{"x":60,"y":67,"width":843,"height":12}},{"id":"3a4f6228-e243-4667-836f-a91c2fd2f800","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":66,"box":{"x":60,"y":82,"width":873,"height":12}},{"id":"d864dc2c-ef33-4ac1-894e-080a5b23499b","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":66,"box":{"x":59,"y":97,"width":848,"height":12}},{"id":"3c2fdfcc-6c43-4b43-89d9-89b2ae6ee3af","block_type":"box","text":"regularly evaluates the values assigned to the securities and other assets and liabilities of a Fund.","page_number":66,"box":{"x":60,"y":112,"width":676,"height":12}},{"id":"a59f9a06-bf26-487d-a17a-18f793e55d4b","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":66,"box":{"x":59,"y":138,"width":868,"height":13}},{"id":"2f0e0e23-f3bc-4ebb-890e-eca7691f239d","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":66,"box":{"x":59,"y":154,"width":838,"height":12}},{"id":"c6b50f4e-ae63-4f6a-96a5-f5ed875061a0","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":66,"box":{"x":60,"y":169,"width":846,"height":12}},{"id":"b839c95e-f039-489e-90ec-85873621c226","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":66,"box":{"x":59,"y":184,"width":857,"height":12}},{"id":"06654d1f-8206-4112-9678-b3e8285f6bed","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":66,"box":{"x":59,"y":199,"width":878,"height":12}},{"id":"ed3109db-a6a7-4f3d-8e35-4b397fb1ef4f","block_type":"box","text":"by BFA using proprietary or third-party valuation models.","page_number":66,"box":{"x":60,"y":214,"width":396,"height":12}},{"id":"446b5bb2-2596-4856-8251-8b33a2a4a2c7","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":66,"box":{"x":60,"y":240,"width":847,"height":13}},{"id":"7393eec3-79b9-41ae-b07f-c7b29ea4160b","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":66,"box":{"x":60,"y":256,"width":865,"height":12}},{"id":"3aafdcfb-e950-4e66-8a92-4f7181b51ce2","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":66,"box":{"x":59,"y":271,"width":879,"height":12}},{"id":"d779f65d-7236-4624-9e81-bd67987e351a","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":66,"box":{"x":59,"y":286,"width":796,"height":12}},{"id":"e1374801-5d9c-4eab-b7fc-b7b3b52183cd","block_type":"box","text":"transactions in the relevant investment (or comparable instruments) or, where appropriate, an appraisal by a third-party","page_number":66,"box":{"x":59,"y":301,"width":839,"height":12}},{"id":"958daa33-3cd5-4466-bd54-c049e7bb42d1","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":66,"box":{"x":59,"y":316,"width":801,"height":12}},{"id":"d9531925-1a4f-4526-9087-2552d95c7708","block_type":"box","text":"investment.","page_number":66,"box":{"x":60,"y":332,"width":80,"height":9}},{"id":"ce2625c0-ba0e-4790-9e64-c6ff51fa6307","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":66,"box":{"x":59,"y":358,"width":864,"height":12}},{"id":"1880e5cd-8f44-4aff-9f85-fd142e137e68","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":66,"box":{"x":60,"y":373,"width":842,"height":12}},{"id":"ce6385b9-3b6b-47e1-914b-740cfb424883","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":66,"box":{"x":60,"y":388,"width":849,"height":12}},{"id":"8fefd6ca-0cbf-4f0b-ab94-fd1bd6296393","block_type":"box","text":"effect of diluting or increasing the economic interest of existing shareholders.","page_number":66,"box":{"x":59,"y":403,"width":541,"height":12}},{"id":"cfe7fc1e-ab06-4ad5-979a-56c0822dc929","block_type":"box","text":"A Fund’s annual audited financial statements, which are prepared in accordance with accounting principles generally","page_number":66,"box":{"x":59,"y":429,"width":821,"height":13}},{"id":"9090335e-8d54-4214-bd94-65c6fff518a5","block_type":"box","text":"accepted in the United States of America (“US GAAP”), follow the requirements for valuation set forth in Financial","page_number":66,"box":{"x":59,"y":445,"width":795,"height":12}},{"id":"00e2b3ec-3ec1-420a-827c-3fca7919846f","block_type":"box","text":"Accounting Standards Board Accounting Standards Codification Topic 820, “Fair Value Measurements and Disclosures”","page_number":66,"box":{"x":59,"y":460,"width":837,"height":12}},{"id":"6908002d-d7a0-4564-8244-2ebdea1c7844","block_type":"box","text":"(“ASC 820”), which defines and establishes a framework for measuring fair value under US GAAP and expands financial","page_number":66,"box":{"x":60,"y":475,"width":835,"height":12}},{"id":"15f824ce-934a-4487-b617-99e85b6ef634","block_type":"box","text":"statement disclosure requirements relating to fair value measurements.","page_number":66,"box":{"x":59,"y":490,"width":499,"height":12}},{"id":"17b2c09a-9225-4335-89ef-b2f841879dac","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":66,"box":{"x":59,"y":516,"width":871,"height":13}},{"id":"b214a92e-23b0-4b1c-b718-e2cb30e7966f","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":66,"box":{"x":59,"y":531,"width":839,"height":13}},{"id":"e4ff9429-25df-4f70-9099-26e3de2f64f1","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":66,"box":{"x":59,"y":547,"width":862,"height":12}},{"id":"7a7e923d-604f-4dd6-94db-c43f92d91e10","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":66,"box":{"x":59,"y":562,"width":862,"height":12}},{"id":"f1fca672-a7eb-4697-be04-24d2624b02bb","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":66,"box":{"x":59,"y":577,"width":779,"height":12}},{"id":"ce0cf935-07c1-4c30-b884-8f208b6eb0f5","block_type":"box","text":"Brokerage Transactions","page_number":66,"box":{"x":62,"y":608,"width":390,"height":29}},{"id":"e156dcea-12ab-4a1f-9773-6b08c7bfaf40","block_type":"box","text":"Subject to policies established by the Board, BFA is primarily responsible for the execution of the Fund’s portfolio transactions","page_number":66,"box":{"x":59,"y":649,"width":877,"height":12}},{"id":"bdf1ed44-ff70-4722-9f29-dd2c2680876b","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":66,"box":{"x":59,"y":664,"width":836,"height":12}},{"id":"939a472c-7ff2-4b37-a027-39a362f81eb0","block_type":"box","text":"obtain the best net results for the Fund, taking into account such factors as price (including the applicable brokerage","page_number":66,"box":{"x":59,"y":679,"width":818,"height":12}},{"id":"e63f6457-f5e2-49a4-8400-d98940b5fc6d","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":66,"box":{"x":59,"y":694,"width":877,"height":12}},{"id":"6092bb37-7da4-4483-9295-d5e362133f75","block_type":"box","text":"in positioning blocks of securities. While BFA generally seeks reasonable trade execution costs, the Fund does not necessarily","page_number":66,"box":{"x":60,"y":709,"width":875,"height":12}},{"id":"3d7aaecb-e710-4b6c-9d7d-0ff919f151a2","block_type":"box","text":"pay the lowest spread or commission available, and payment of the lowest commission or spread is not necessarily","page_number":66,"box":{"x":59,"y":724,"width":805,"height":13}},{"id":"807eb2b6-eb45-4d5d-b70d-e0ee77060644","block_type":"box","text":"consistent with obtaining the best price and execution in particular transactions. Subject to applicable legal requirements,","page_number":66,"box":{"x":59,"y":739,"width":852,"height":13}},{"id":"fbf01036-6495-4d6e-8980-eda432108ed3","block_type":"box","text":"BFA may select a broker based partly upon brokerage or research services provided to BFA and its clients, including the Fund.","page_number":66,"box":{"x":60,"y":754,"width":873,"height":13}},{"id":"2860c97d-00cf-4645-b4d2-03dbb5a04225","block_type":"box","text":"In return for such services, BFA may cause the Fund to pay a higher commission than other brokers would charge if BFA","page_number":66,"box":{"x":60,"y":770,"width":838,"height":12}},{"id":"8caefc05-a6c0-4370-bb3d-c040799385cc","block_type":"box","text":"determines in good faith that the commission is reasonable in relation to the services provided.","page_number":66,"box":{"x":59,"y":785,"width":665,"height":12}},{"id":"400957ed-b66e-4bde-a521-703f1904f69e","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":66,"box":{"x":60,"y":811,"width":824,"height":13}},{"id":"8b639508-3584-4333-9d10-b04e6eb68575","block_type":"box","text":"execution for the Fund and may take into account a variety of factors including: (i) the size, nature and character of the","page_number":66,"box":{"x":59,"y":826,"width":833,"height":13}},{"id":"42158e11-2533-4290-9243-ad60452112cd","block_type":"box","text":"security or instrument being traded and the markets in which it is purchased or sold; (ii) the desired timing of the","page_number":66,"box":{"x":59,"y":841,"width":792,"height":13}},{"id":"f55a10fb-8dc9-412d-830f-29bca87d4cc4","block_type":"box","text":"transaction; (iii) BFA’s knowledge of the expected commission rates and spreads currently available; (iv) the activity existing","page_number":66,"box":{"x":59,"y":857,"width":864,"height":12}},{"id":"00ab0578-911d-409c-8f1d-450ef8a8dacf","block_type":"box","text":"and expected in the market for the particular security or instrument, including any anticipated execution difficulties; (v) the","page_number":66,"box":{"x":59,"y":872,"width":861,"height":12}},{"id":"9c9e2524-a24e-4ed5-aee3-3254c44a802d","block_type":"box","text":"full range of brokerage services provided; (vi) the broker’s or dealer’s capital; (vii) the quality of research and research","page_number":66,"box":{"x":59,"y":887,"width":820,"height":12}},{"id":"cdb5781d-703a-41bb-8b03-2072ea1ef39e","block_type":"box","text":"53","page_number":66,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"1bbdab9c-fee4-432f-ad21-64d2dac75353","block_type":"box","text":"services provided; (viii) the reasonableness of the commission, dealer spread or its equivalent for the specific transaction; and","page_number":67,"box":{"x":59,"y":67,"width":878,"height":12}},{"id":"3f002a6a-1d96-48ff-a2d1-ab1a05f5e1ea","block_type":"box","text":"(ix) BFA’s knowledge of any actual or apparent operational problems of a broker or dealer. Brokers may also be selected","page_number":67,"box":{"x":60,"y":82,"width":832,"height":12}},{"id":"0b359cc5-5aea-4578-981b-6ae7b24898c7","block_type":"box","text":"because of their ability to handle special or difficult executions, such as may be involved in large block trades, thinly traded","page_number":67,"box":{"x":60,"y":97,"width":855,"height":12}},{"id":"bd881a7d-f6bc-4f6c-852f-edfd2da17f98","block_type":"box","text":"securities, or other circumstances.","page_number":67,"box":{"x":59,"y":112,"width":240,"height":11}},{"id":"40b6a15e-0dd3-4c7b-9757-7fe722be246b","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":67,"box":{"x":59,"y":138,"width":863,"height":13}},{"id":"f754445d-f1ba-4dff-862b-57f730056f43","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":67,"box":{"x":59,"y":154,"width":845,"height":12}},{"id":"6df52522-4446-4eb5-a95d-90d4b7d32083","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":67,"box":{"x":60,"y":169,"width":871,"height":12}},{"id":"e1be237a-17e7-4d75-b6f8-45d6c1fa4682","block_type":"box","text":"services provided by that broker or dealer. This includes commissions paid on riskless principal transactions in securities","page_number":67,"box":{"x":59,"y":184,"width":839,"height":12}},{"id":"a173ea05-abc8-4859-9b1b-2d95ac20b6dc","block_type":"box","text":"under certain conditions.","page_number":67,"box":{"x":60,"y":199,"width":174,"height":10}},{"id":"ac3678e9-dc31-40a4-b609-ce98c5e5d263","block_type":"box","text":"From time to time, the Fund may purchase new issues of securities in a fixed price offering. In these situations, the broker","page_number":67,"box":{"x":60,"y":225,"width":849,"height":13}},{"id":"c7893a7f-4d8e-4eb2-8294-ca15bb7b7d6b","block_type":"box","text":"may be a member of the selling group that will, in addition to selling securities, provide BFA with research services. FINRA has","page_number":67,"box":{"x":60,"y":240,"width":878,"height":13}},{"id":"44fbfd80-c912-4e0f-8ffa-01c57c9a96ec","block_type":"box","text":"adopted rules expressly permitting these types of arrangements under certain circumstances. Generally, the broker will","page_number":67,"box":{"x":59,"y":256,"width":831,"height":12}},{"id":"5f4c4f3b-2232-4d75-b7e8-6d4163754d5e","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":67,"box":{"x":59,"y":271,"width":807,"height":12}},{"id":"1ef36d6f-96cb-4e5a-a794-741330f484c0","block_type":"box","text":"transactions. These arrangements may not fall within the safe harbor of Section 28(e).","page_number":67,"box":{"x":59,"y":286,"width":604,"height":12}},{"id":"696ebc80-20b5-4180-839f-8f8bef05a665","block_type":"box","text":"OTC issues, including most fixed-income securities such as corporate debt and U.S. Government securities, are normally","page_number":67,"box":{"x":59,"y":312,"width":842,"height":13}},{"id":"e4832dd7-10bf-40e3-98ce-3ed06ababbe0","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":67,"box":{"x":59,"y":327,"width":861,"height":13}},{"id":"1cfd0438-452e-4f52-a366-2d91bfefa48b","block_type":"box","text":"Fund will primarily engage in transactions with these dealers or deal directly with the issuer unless a better price or execution","page_number":67,"box":{"x":60,"y":343,"width":875,"height":12}},{"id":"570207b1-5533-403b-8bc2-73800d3932a1","block_type":"box","text":"could be obtained by using a broker. Prices paid to a dealer with respect to both foreign and domestic securities will generally","page_number":67,"box":{"x":59,"y":358,"width":877,"height":12}},{"id":"951f909f-fc71-419d-99c2-fe924e4fa327","block_type":"box","text":"include a “spread,” which is the difference between the prices at which the dealer is willing to purchase and sell the specific","page_number":67,"box":{"x":60,"y":373,"width":862,"height":12}},{"id":"a7a7250c-223b-41c0-add2-769c067839e1","block_type":"box","text":"security at the time, and includes the dealer’s normal profit.","page_number":67,"box":{"x":59,"y":388,"width":417,"height":12}},{"id":"e6f83cc5-f2d1-4439-81f9-c2385d4fcdf8","block_type":"box","text":"Under the 1940 Act, persons affiliated with the Fund and persons who are affiliated with such affiliated persons are","page_number":67,"box":{"x":60,"y":414,"width":804,"height":13}},{"id":"9699c616-9e0f-4a0d-b241-10841354cf2f","block_type":"box","text":"prohibited from dealing with the Fund as principal in the purchase and sale of securities unless a permissive order allowing","page_number":67,"box":{"x":59,"y":429,"width":858,"height":13}},{"id":"db9c1dc6-8fb8-413c-9b21-1721f8d68a06","block_type":"box","text":"such transactions is obtained from the SEC. Since transactions in the OTC market usually involve transactions with the","page_number":67,"box":{"x":59,"y":445,"width":828,"height":12}},{"id":"60ad7ca6-8973-48c4-9ea3-a63b7244020a","block_type":"box","text":"dealers acting as principal for their own accounts, the Fund will not deal with affiliated persons and affiliated persons of such","page_number":67,"box":{"x":59,"y":460,"width":874,"height":12}},{"id":"c4da8c5d-d4da-4aed-8ea4-60c49f99bca2","block_type":"box","text":"affiliated persons in connection with such transactions. The Fund will not purchase securities during the existence of any","page_number":67,"box":{"x":59,"y":475,"width":847,"height":12}},{"id":"dedb5c25-fe4e-4dc3-8fd2-be65f30d8e15","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":67,"box":{"x":60,"y":490,"width":853,"height":12}},{"id":"a932bd7c-e477-4fc6-a28b-60c273d6fc8d","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":67,"box":{"x":59,"y":505,"width":875,"height":12}},{"id":"ee39ffb4-978b-4fdf-b0f7-21a7335eafe9","block_type":"box","text":"Act.","page_number":67,"box":{"x":59,"y":521,"width":27,"height":9}},{"id":"bd0ddf67-71f1-449f-aa6d-e62f4e649a97","block_type":"box","text":"Purchases of money market instruments by the Fund are made from dealers, underwriters and issuers. The Fund does not","page_number":67,"box":{"x":60,"y":547,"width":855,"height":12}},{"id":"ce6768a0-2a21-4781-94a4-546cb1c0221e","block_type":"box","text":"currently expect to incur any brokerage commission expense on such transactions because money market instruments are","page_number":67,"box":{"x":59,"y":562,"width":861,"height":12}},{"id":"14429621-0d2b-49ac-9a98-b4d6ff1f56ef","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":67,"box":{"x":59,"y":577,"width":856,"height":12}},{"id":"8af35a11-3a97-4aaf-940b-641f69cdf241","block_type":"box","text":"price of the security, however, usually includes a profit to the dealer.","page_number":67,"box":{"x":59,"y":592,"width":472,"height":12}},{"id":"c518a4af-4a2e-481c-aa93-62cdda7fba6f","block_type":"box","text":"BFA may, from time to time, effect trades on behalf of and for the account of the Fund with brokers or dealers that are","page_number":67,"box":{"x":60,"y":618,"width":823,"height":13}},{"id":"d7d8e991-68dc-41ae-af91-d9730f05b31b","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":67,"box":{"x":59,"y":634,"width":866,"height":12}},{"id":"eae5285b-6419-49b2-b866-b27e514568a6","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":67,"box":{"x":59,"y":649,"width":868,"height":12}},{"id":"5a64a8d0-c4b9-44d4-ba52-21dac07b05e8","block_type":"box","text":"other brokers or dealers in comparable transactions.","page_number":67,"box":{"x":59,"y":664,"width":365,"height":12}},{"id":"7cc3eec4-3dfd-4e44-8105-e83c1114ac17","block_type":"box","text":"Securities purchased in underwritten offerings include a fixed amount of compensation to the underwriter, generally referred","page_number":67,"box":{"x":59,"y":690,"width":873,"height":13}},{"id":"4e8a2826-c8ce-4842-96fa-03eee23c2184","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":67,"box":{"x":59,"y":705,"width":823,"height":13}},{"id":"21b68b07-47e3-4856-a367-ff07770cf6ad","block_type":"box","text":"commissions or discounts are paid.","page_number":67,"box":{"x":59,"y":720,"width":247,"height":13}},{"id":"e67d59b5-1e44-43b0-967b-b708d91994e6","block_type":"box","text":"Investment decisions for the Fund and for other investment accounts managed by BFA and the other Affiliates are made","page_number":67,"box":{"x":60,"y":747,"width":839,"height":12}},{"id":"123919e8-80c8-4064-8029-b47c031f083d","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":67,"box":{"x":60,"y":762,"width":834,"height":12}},{"id":"9e13818b-8c59-4ca6-9e9c-625a7a6204eb","block_type":"box","text":"allocations. These factors include: (i) investment objectives or strategies for particular accounts, including sector, industry,","page_number":67,"box":{"x":59,"y":777,"width":854,"height":13}},{"id":"73da4ac3-59ab-44ec-9342-a2e585cd2e20","block_type":"box","text":"country or region and capitalization weightings; (ii) tax considerations of an account; (iii) risk or investment concentration","page_number":67,"box":{"x":59,"y":792,"width":854,"height":13}},{"id":"65c58df5-158b-45bc-ac18-f541095cc1d0","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":67,"box":{"x":59,"y":807,"width":843,"height":13}},{"id":"1804afad-c22d-4597-ba8f-8bf02caa60ca","block_type":"box","text":"cash availability and liquidity requirements for accounts; (vii) regulatory restrictions; (viii) minimum investment size of an","page_number":67,"box":{"x":59,"y":823,"width":846,"height":12}},{"id":"f752462c-4463-4c21-9643-05a616f84eec","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":67,"box":{"x":59,"y":838,"width":812,"height":12}},{"id":"47e5d79f-c259-4ed4-bd43-cb26d87a48b9","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":67,"box":{"x":59,"y":853,"width":877,"height":12}},{"id":"51b26871-6923-46e4-b969-a0b9e46bec7f","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":67,"box":{"x":60,"y":868,"width":866,"height":12}},{"id":"1459bb77-9ad9-4be5-8c7d-faeaf6f96f6d","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":67,"box":{"x":59,"y":883,"width":843,"height":12}},{"id":"1760b841-a3d5-4d9b-8eeb-123d8d324ba6","block_type":"box","text":"54","page_number":67,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"fed0a586-7aa0-4d8d-983c-e864a778c95f","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":68,"box":{"x":59,"y":67,"width":871,"height":12}},{"id":"b0847385-1e00-44f2-b8df-54861a56467b","block_type":"box","text":"or benefits to be rendered to BlackRock; or (v) to manage or equalize investment performance among different client","page_number":68,"box":{"x":59,"y":82,"width":817,"height":12}},{"id":"7bb814a2-029b-4df3-aeed-5c0f294df49a","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":68,"box":{"x":59,"y":97,"width":863,"height":12}},{"id":"139acd45-7575-449d-9a03-6abca0373ff4","block_type":"box","text":"in which the Fund may invest.","page_number":68,"box":{"x":60,"y":112,"width":207,"height":12}},{"id":"53208822-534e-4e35-b97e-ec2f58a05b79","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":68,"box":{"x":60,"y":138,"width":861,"height":13}},{"id":"ecc962aa-3bcd-490f-9c9e-dcf228d937ba","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":68,"box":{"x":60,"y":154,"width":871,"height":12}},{"id":"9e5dbeb5-1cb8-440f-97fe-373a56d9892d","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":68,"box":{"x":59,"y":169,"width":823,"height":9}},{"id":"49289ab4-f743-41dc-8c2f-d9e94545f5ed","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":68,"box":{"x":59,"y":184,"width":867,"height":12}},{"id":"27b2f2fd-f4d7-468d-b13f-6e5137d3950b","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":68,"box":{"x":59,"y":199,"width":872,"height":12}},{"id":"86eb0fce-452b-4453-91ed-6a0501e24c8b","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":68,"box":{"x":59,"y":214,"width":855,"height":12}},{"id":"d5849aa0-e5ee-4960-bac1-ec542c0bc285","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":68,"box":{"x":59,"y":229,"width":860,"height":12}},{"id":"8b40b612-b993-480b-82b6-d639e5eb11b7","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":68,"box":{"x":59,"y":244,"width":863,"height":13}},{"id":"da55ad2a-39ae-4e7a-880a-64f8e14ffbb3","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":68,"box":{"x":59,"y":259,"width":871,"height":13}},{"id":"2db9cbc9-94a6-4b97-aecd-0828ef1e4750","block_type":"box","text":"shares received during the IPO will be allocated among participating client accounts within each investment mandate on a","page_number":68,"box":{"x":59,"y":274,"width":856,"height":13}},{"id":"d0cab936-94f6-41e2-8d88-f2016614c350","block_type":"box","text":"pro rata","page_number":68,"box":{"x":58,"y":291,"width":56,"height":11}},{"id":"4f767533-abc8-439f-b7b2-38a0f738e142","block_type":"box","text":"basis. This","page_number":68,"box":{"x":119,"y":290,"width":71,"height":9}},{"id":"6fd1008e-44ca-4aca-b248-c7e8cada12a7","block_type":"box","text":"pro rata","page_number":68,"box":{"x":195,"y":291,"width":55,"height":11}},{"id":"d65d303c-3003-4e1a-af5f-c9f5b1fee8ad","block_type":"box","text":"allocation may result in the Fund receiving less of a particular security than if pro-rating had not","page_number":68,"box":{"x":255,"y":290,"width":671,"height":12}},{"id":"4fc38aba-239d-43f5-87c6-43a6ecb2dff4","block_type":"box","text":"occurred. All allocations of securities will be subject, where relevant, to share minimums established for accounts and","page_number":68,"box":{"x":59,"y":305,"width":823,"height":12}},{"id":"83cf0180-5cc4-48dc-b038-8f0ccc2a5a32","block_type":"box","text":"compliance constraints. In situations where supply is too limited to be allocated among all accounts for which the","page_number":68,"box":{"x":59,"y":320,"width":797,"height":12}},{"id":"d19cb7f5-f249-4b14-9e1b-53578b62dbd8","block_type":"box","text":"investment is eligible, portfolio managers may rotate such investment opportunities among one or more accounts so long as","page_number":68,"box":{"x":60,"y":335,"width":873,"height":12}},{"id":"4a8b6eb2-b899-4760-a713-a1a4e8b4f097","block_type":"box","text":"the rotation system provides for fair access for all client accounts over time. Other allocation methodologies that are","page_number":68,"box":{"x":59,"y":350,"width":813,"height":12}},{"id":"a0369a7c-f8aa-4121-920c-431a9ccb0811","block_type":"box","text":"considered by BFA to be fair and equitable to clients may be used as well.","page_number":68,"box":{"x":59,"y":365,"width":510,"height":13}},{"id":"4ec3c033-7b12-4d0f-ab36-5dd213e22d31","block_type":"box","text":"Because different accounts may have differing investment objectives and policies, BFA may buy and sell the same securities","page_number":68,"box":{"x":60,"y":392,"width":861,"height":12}},{"id":"b78a951b-b700-44e1-a15c-a1a54840af5f","block_type":"box","text":"at the same time for different clients based on the particular investment objective, guidelines and strategies of those","page_number":68,"box":{"x":59,"y":407,"width":812,"height":12}},{"id":"6132b1a3-ee1e-4a41-a189-3385f0f76eda","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":68,"box":{"x":59,"y":422,"width":851,"height":12}},{"id":"7c531e54-dc31-4091-ac77-0c754cffaa7c","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":68,"box":{"x":59,"y":437,"width":878,"height":12}},{"id":"5ca0e083-e702-4c91-b136-9dda4a560ebf","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":68,"box":{"x":59,"y":452,"width":860,"height":12}},{"id":"31130cca-fe23-4a8f-956f-46d559a81ef2","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":68,"box":{"x":59,"y":467,"width":864,"height":13}},{"id":"5c41767d-4b49-473a-9a6b-bbb6faac02af","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":68,"box":{"x":60,"y":482,"width":843,"height":13}},{"id":"1636b6d4-f9cd-4838-9a6e-d325a870ab92","block_type":"box","text":"purchases or sales of securities arise for consideration at or about the same time that would involve the Fund or other clients","page_number":68,"box":{"x":59,"y":497,"width":874,"height":13}},{"id":"d846c116-41c6-45b9-bf46-cc400aefb82b","block_type":"box","text":"or funds for which BFA or another Affiliate act as investment manager, transactions in such securities will be made, insofar as","page_number":68,"box":{"x":59,"y":513,"width":877,"height":12}},{"id":"899185a9-d706-4c22-b7d2-01862d51ebd2","block_type":"box","text":"feasible, for the respective funds and clients in a manner deemed equitable to all.","page_number":68,"box":{"x":59,"y":528,"width":566,"height":12}},{"id":"087a2645-afb5-446e-98ce-42c8522ea445","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":68,"box":{"x":60,"y":554,"width":830,"height":13}},{"id":"29700ed7-0476-4a7c-a871-94f3b71ffb0c","block_type":"box","text":"certain contemporaneous purchases or sale orders of its advisory accounts and advisory accounts of affiliates. In general, all","page_number":68,"box":{"x":59,"y":569,"width":869,"height":13}},{"id":"53deb57b-be80-4872-96b3-394414628b0a","block_type":"box","text":"contemporaneous trades for client accounts under management by the same portfolio manager or investment team will be","page_number":68,"box":{"x":59,"y":584,"width":865,"height":13}},{"id":"21d562c3-b955-432c-95c4-c333ec2b5d3e","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":68,"box":{"x":60,"y":600,"width":871,"height":12}},{"id":"82d1a3b3-e67a-4171-b9df-46345cf4d811","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":68,"box":{"x":60,"y":615,"width":843,"height":12}},{"id":"b24ac424-5e4f-4434-b5e1-4937bc2231e0","block_type":"box","text":"pro","page_number":68,"box":{"x":907,"y":618,"width":24,"height":9}},{"id":"d33b5cbc-b01e-44aa-b87b-5beb2c3f1e14","block_type":"box","text":"rata","page_number":68,"box":{"x":59,"y":631,"width":28,"height":8}},{"id":"98b575fb-244c-45fa-9a74-ddb22906e346","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":68,"box":{"x":92,"y":630,"width":837,"height":12}},{"id":"fc7e1036-b4c6-476e-8a73-8e1260c99a7d","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":68,"box":{"x":59,"y":645,"width":857,"height":12}},{"id":"f7172429-d0af-41f2-96ce-16506100882b","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":68,"box":{"x":60,"y":660,"width":876,"height":12}},{"id":"74f058ac-7363-41f8-a1b2-4c6276347d4c","block_type":"box","text":"could have a detrimental effect upon the price or value of the security as far as the Fund is concerned, in other cases it could","page_number":68,"box":{"x":59,"y":675,"width":870,"height":12}},{"id":"4b851ff7-0142-4776-84c1-980c9415f800","block_type":"box","text":"be beneficial to the Fund. Transactions effected by BFA or the other Affiliates on behalf of more than one of its clients during","page_number":68,"box":{"x":60,"y":690,"width":868,"height":13}},{"id":"2304143e-7688-4f1d-bf4a-b8e8944a0a65","block_type":"box","text":"the same period may increase the demand for securities being purchased or the supply of securities being sold, causing an","page_number":68,"box":{"x":59,"y":705,"width":859,"height":13}},{"id":"e8437a64-8427-4298-bd71-d693bde9d646","block_type":"box","text":"adverse effect on price. The trader will give the bunched order to the broker-dealer that the trader has identified as being able","page_number":68,"box":{"x":59,"y":720,"width":878,"height":13}},{"id":"4e6a662e-f978-4e96-b784-e669e0646ccf","block_type":"box","text":"to provide the best execution of the order. Orders for purchase or sale of securities will be placed within a reasonable amount","page_number":68,"box":{"x":59,"y":736,"width":876,"height":12}},{"id":"fb4f29c3-bbd8-40cc-8d56-16785fe0fe46","block_type":"box","text":"of time of the order receipt and bunched orders will be kept bunched only long enough to execute the order.","page_number":68,"box":{"x":59,"y":751,"width":758,"height":12}},{"id":"670465c2-f065-4174-91fa-67c8c1bbc823","block_type":"box","text":"The table below sets forth the brokerage commissions paid by the Fund for the fiscal years noted. Any differences in","page_number":68,"box":{"x":59,"y":777,"width":811,"height":13}},{"id":"75202814-bac8-4b25-9992-7e0c72ecf4cc","block_type":"box","text":"brokerage commissions paid by the Fund from year to year are principally due to increases or decreases in the Fund’s assets","page_number":68,"box":{"x":60,"y":792,"width":866,"height":13}},{"id":"e245f3bf-4429-4af8-98ed-11c902194f7a","block_type":"box","text":"over those periods or changes to the allocation of equities and derivatives in the Fund’s portfolio:","page_number":68,"box":{"x":59,"y":807,"width":678,"height":13}},{"id":"b42afc51-c3ac-43b2-a8f8-65b084559c06","block_type":"box","text":"55","page_number":68,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"cb038dd7-75d2-4f29-8e3a-97e90551d602","block_type":"box","text":"Brokerage","page_number":69,"box":{"x":292,"y":67,"width":58,"height":10}},{"id":"46edcb15-d1be-428b-9a31-6256f0c6a6c0","block_type":"box","text":"Commissions","page_number":69,"box":{"x":291,"y":78,"width":77,"height":7}},{"id":"56774b7e-662e-45b7-a47a-145f4f3093e1","block_type":"box","text":"Paid During","page_number":69,"box":{"x":292,"y":87,"width":66,"height":10}},{"id":"aa4badf2-74c5-4fef-9ab5-9ec69177f895","block_type":"box","text":"Fiscal Year","page_number":69,"box":{"x":292,"y":97,"width":60,"height":8}},{"id":"fa704983-9ea8-47b8-a4c5-d31285c0e758","block_type":"box","text":"Ended October 31,","page_number":69,"box":{"x":292,"y":108,"width":105,"height":9}},{"id":"720b6203-f501-441c-b762-d3127b610190","block_type":"box","text":"2025","page_number":69,"box":{"x":291,"y":118,"width":28,"height":7}},{"id":"01574013-54bf-4ac6-80c7-a8e080354482","block_type":"box","text":"Brokerage","page_number":69,"box":{"x":470,"y":67,"width":58,"height":10}},{"id":"78901861-5c84-42ee-8224-1a3d6ab59c16","block_type":"box","text":"Commissions","page_number":69,"box":{"x":460,"y":78,"width":77,"height":7}},{"id":"e80457c0-1f83-4d04-852f-ca1b79f1e7c7","block_type":"box","text":"Paid During","page_number":69,"box":{"x":465,"y":87,"width":67,"height":10}},{"id":"3825e193-4d09-460b-902c-69656ede16a3","block_type":"box","text":"Fiscal Year","page_number":69,"box":{"x":469,"y":97,"width":60,"height":8}},{"id":"8e8f0f27-3f13-4b40-a112-bdd96faf19e2","block_type":"box","text":"Ended October 31,","page_number":69,"box":{"x":446,"y":108,"width":105,"height":9}},{"id":"7951ca38-f9ca-4370-a3a9-7f64dd9a4aab","block_type":"box","text":"2024","page_number":69,"box":{"x":485,"y":118,"width":27,"height":7}},{"id":"6cb9a789-e563-44c2-8adb-44774d87196a","block_type":"box","text":"Brokerage","page_number":69,"box":{"x":615,"y":67,"width":58,"height":10}},{"id":"1df71688-32a2-42eb-a262-839ff439ac02","block_type":"box","text":"Commissions","page_number":69,"box":{"x":605,"y":78,"width":77,"height":7}},{"id":"1c5d117b-b910-4560-ab5d-7d396b45a404","block_type":"box","text":"Paid During","page_number":69,"box":{"x":611,"y":87,"width":66,"height":10}},{"id":"3902dcea-f8fc-4080-941f-95926c67780f","block_type":"box","text":"Fiscal Year","page_number":69,"box":{"x":614,"y":97,"width":60,"height":8}},{"id":"dd08de8c-0678-40eb-8e27-47155d339b43","block_type":"box","text":"Ended October 31,","page_number":69,"box":{"x":591,"y":108,"width":106,"height":9}},{"id":"146f4339-333a-4df8-a422-bd9626e96933","block_type":"box","text":"2023","page_number":69,"box":{"x":630,"y":118,"width":27,"height":7}},{"id":"be1cde7e-f42a-490d-a551-d3c7eacd9ae3","block_type":"box","text":"$212,490 $205,868 $285,241","page_number":69,"box":{"x":292,"y":140,"width":381,"height":11}},{"id":"39b84663-560e-4f1f-8912-221dfd05099c","block_type":"box","text":"The Fund did not pay any brokerage commissions to BRIL, an affiliate of BFA, or to any other broker-dealer that is part of the","page_number":69,"box":{"x":59,"y":172,"width":869,"height":13}},{"id":"e49e734f-1b03-4eb3-bba2-ea11700cfbe0","block_type":"box","text":"BlackRock group of companies, during the fiscal year ended October 31, 2025.","page_number":69,"box":{"x":60,"y":188,"width":546,"height":12}},{"id":"5aeb44e5-1ed7-40b1-b936-0273e108cfe2","block_type":"box","text":"The Fund’s purchase and sale orders for securities may be combined with those of other investment companies, clients or","page_number":69,"box":{"x":59,"y":214,"width":855,"height":12}},{"id":"28478dec-9525-4576-9211-8f58b270bb57","block_type":"box","text":"accounts that BlackRock manages or advises. If purchases or sales of portfolio securities of the Fund and one or more other","page_number":69,"box":{"x":59,"y":229,"width":867,"height":12}},{"id":"b80b5e5c-496c-4b2d-b1eb-7483f44f1b96","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":69,"box":{"x":59,"y":244,"width":846,"height":13}},{"id":"8743cb12-e0ed-4a5a-bde6-48c90a6f2da4","block_type":"box","text":"allocated among the Fund and the other accounts in a manner deemed equitable to all by BlackRock. In some cases, this","page_number":69,"box":{"x":59,"y":259,"width":844,"height":13}},{"id":"fa22b526-623e-4cfa-a28d-59dc5270746e","block_type":"box","text":"procedure could have a detrimental effect on the price or volume of the security as far as the Fund is concerned. However, in","page_number":69,"box":{"x":59,"y":274,"width":870,"height":13}},{"id":"c1042b75-8fbd-4104-a4ae-86e90d0b08c4","block_type":"box","text":"other cases, it is possible that the ability to participate in volume transactions and to negotiate lower transaction costs will be","page_number":69,"box":{"x":59,"y":290,"width":876,"height":12}},{"id":"8c5cd648-984e-4964-bfc3-6452acfd1a9a","block_type":"box","text":"beneficial to the Fund. BlackRock may deal, trade and invest for its own account in the types of securities in which the Fund","page_number":69,"box":{"x":60,"y":305,"width":863,"height":12}},{"id":"381dd735-7657-4a8b-9127-72c65c39d4d1","block_type":"box","text":"may invest. BlackRock may, from time to time, effect trades on behalf of and for the account of the Fund with brokers or","page_number":69,"box":{"x":60,"y":320,"width":839,"height":12}},{"id":"133debed-be9c-4f39-aa08-9e9cac626c6f","block_type":"box","text":"dealers that are affiliated with BFA, in conformity with the 1940 Act and SEC rules and regulations. Under these provisions,","page_number":69,"box":{"x":59,"y":335,"width":856,"height":12}},{"id":"6dbb6945-3103-42cb-97d4-ddc0f5dde9ad","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":59,"y":350,"width":868,"height":12}},{"id":"b453c88a-cdd9-450c-bbb2-2de76c4eddc6","block_type":"box","text":"other brokers or dealers in comparable transactions. The Fund will not deal with affiliates in principal transactions unless","page_number":69,"box":{"x":59,"y":365,"width":844,"height":13}},{"id":"ec751547-62c5-4b9d-b5f3-4ec9ba7b7ba2","block_type":"box","text":"permitted by applicable SEC rules or regulations, or by SEC exemptive order.","page_number":69,"box":{"x":59,"y":380,"width":529,"height":13}},{"id":"50634580-dc70-4e51-9e54-6e8235bad4a6","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":69,"box":{"x":60,"y":407,"width":875,"height":12}},{"id":"a139a455-dcc9-44f4-96ac-9d895cd7884f","block_type":"box","text":"brokerage expenses. The table below sets forth the portfolio turnover rates of the Fund for the fiscal years noted:","page_number":69,"box":{"x":60,"y":422,"width":787,"height":12}},{"id":"1ea2ea21-b47e-482a-9657-cfa781e727bd","block_type":"box","text":"Fiscal Year ended Oct. 31, 2025 Fiscal Year ended Oct. 31, 2024","page_number":69,"box":{"x":320,"y":452,"width":397,"height":9}},{"id":"b27662ec-6613-40f3-a17a-cad67b4b9e38","block_type":"box","text":"0% 0%","page_number":69,"box":{"x":398,"y":474,"width":241,"height":9}},{"id":"0212d05c-4e2a-4d8f-b0b1-db8a32c75e8b","block_type":"box","text":"Additional Information Concerning the Trust","page_number":69,"box":{"x":59,"y":511,"width":749,"height":29}},{"id":"eed0446b-8057-43dc-a32d-3f778cfbdf86","block_type":"box","text":"Shares.","page_number":69,"box":{"x":59,"y":552,"width":52,"height":9}},{"id":"da42c5b5-e8ce-40dd-b308-1205a3b4efa3","block_type":"box","text":"The Trust issues shares of beneficial interests in the funds with no par value. The Board may designate additional","page_number":69,"box":{"x":119,"y":552,"width":790,"height":12}},{"id":"ef9054b8-a4df-48a6-897f-8947034854a0","block_type":"box","text":"iShares funds.","page_number":69,"box":{"x":60,"y":567,"width":96,"height":9}},{"id":"12e83cca-5ed9-44e4-bed8-6c89a45062a0","block_type":"box","text":"Each share issued by a fund has a","page_number":69,"box":{"x":60,"y":593,"width":233,"height":13}},{"id":"7b48eba2-d429-469e-9aa1-411f4efc274c","block_type":"box","text":"pro rata","page_number":69,"box":{"x":298,"y":595,"width":55,"height":11}},{"id":"f1ada3f0-2878-46ab-a4ae-03aeef7c2b27","block_type":"box","text":"interest in the assets of that fund. Shares have no preemptive, exchange,","page_number":69,"box":{"x":359,"y":593,"width":506,"height":13}},{"id":"ec30cc86-49b0-42f0-986b-5bd30a829148","block_type":"box","text":"subscription or conversion rights and are freely transferable. Each share is entitled to participate equally in dividends and","page_number":69,"box":{"x":59,"y":608,"width":843,"height":13}},{"id":"664d1e08-9bf2-409c-bf71-00574ccc4445","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":69,"box":{"x":59,"y":623,"width":836,"height":13}},{"id":"48384f5c-b14c-446f-8fc5-a4464e2385b3","block_type":"box","text":"liquidation.","page_number":69,"box":{"x":60,"y":639,"width":76,"height":12}},{"id":"e88c6a17-1ade-4495-a168-384823642ec2","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":69,"box":{"x":60,"y":665,"width":858,"height":12}},{"id":"26bf1c3f-77f0-4fe9-a895-9542d4fb3cb9","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":69,"box":{"x":59,"y":680,"width":821,"height":12}},{"id":"f975bda3-d1d9-44ff-b221-c8e17c67bbf2","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":69,"box":{"x":59,"y":695,"width":863,"height":13}},{"id":"9475168e-40cd-48f7-93e1-ce7631100dd2","block_type":"box","text":"one fund.","page_number":69,"box":{"x":59,"y":710,"width":66,"height":10}},{"id":"171986e8-712e-4b3f-a57e-b8914e426ce7","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":69,"box":{"x":60,"y":737,"width":861,"height":12}},{"id":"b26a5333-42d7-41a8-baf2-b7f9f6e6b7e7","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":69,"box":{"x":61,"y":752,"width":856,"height":12}},{"id":"2876accb-3ab9-466a-b652-76f507eee2ef","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":69,"box":{"x":59,"y":767,"width":841,"height":12}},{"id":"c5313439-8069-497a-9e95-087d813db95f","block_type":"box","text":"Delaware law, Trustees of the Trust may be removed by vote of the shareholders.","page_number":69,"box":{"x":60,"y":782,"width":562,"height":13}},{"id":"09318f7f-728d-46a9-844a-e6b5961cdb5e","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":69,"box":{"x":60,"y":809,"width":837,"height":12}},{"id":"0ea6b823-b485-4da5-b534-f40b8dc70922","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":69,"box":{"x":59,"y":824,"width":874,"height":12}},{"id":"44a3b6aa-9506-4335-9350-cd0c5f0ef8ed","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":69,"box":{"x":59,"y":839,"width":862,"height":12}},{"id":"d3d9b911-2714-4415-864c-079c7afb285e","block_type":"box","text":"Shareholders may make inquiries by writing to iShares U.S. ETF Trust, c/o BlackRock Investments, LLC, 1 University Square","page_number":69,"box":{"x":59,"y":865,"width":857,"height":13}},{"id":"4de1d2fc-2489-43af-8c8d-564a9b7a0262","block_type":"box","text":"Drive, Princeton, NJ 08540.","page_number":69,"box":{"x":60,"y":881,"width":185,"height":11}},{"id":"338d765a-eb33-4b7e-b3f4-eae6fad97f7d","block_type":"box","text":"56","page_number":69,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"30678252-3778-4fed-a2e4-9ff89d6e7003","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":70,"box":{"x":59,"y":67,"width":872,"height":12}},{"id":"dc49b0c7-7415-494d-bc13-adff2025b9e1","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":70,"box":{"x":59,"y":82,"width":875,"height":12}},{"id":"0b91482e-1f42-4b9c-b204-425d870fed5d","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":70,"box":{"x":59,"y":97,"width":876,"height":12}},{"id":"1110a229-a156-4ba5-a41f-d8d0f62b8c20","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":70,"box":{"x":59,"y":112,"width":866,"height":12}},{"id":"7d6e4c2d-f4f6-4c77-9f09-3130319597d4","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":70,"box":{"x":59,"y":127,"width":865,"height":12}},{"id":"fe74ffd2-2a1a-4387-85db-f3fdddc70eaa","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":70,"box":{"x":59,"y":142,"width":838,"height":13}},{"id":"77bf3611-a88e-4af7-a231-85d06f52a520","block_type":"box","text":"guidance provided by the SEC staff.","page_number":70,"box":{"x":59,"y":157,"width":245,"height":13}},{"id":"d26080be-97ba-4e4a-9a5f-cb2c9a4afc96","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":70,"box":{"x":60,"y":184,"width":830,"height":12}},{"id":"294f12eb-04b0-4d13-b417-251d3c1a74c0","block_type":"box","text":"without shareholder approval (unless such shareholder approval is required by the Declaration of Trust or applicable law,","page_number":70,"box":{"x":59,"y":199,"width":843,"height":12}},{"id":"e2ca6c3b-e9ea-4329-beec-3998726887cd","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":70,"box":{"x":60,"y":214,"width":878,"height":12}},{"id":"8c7eb48e-bca4-4e5f-b8a5-06c70ae8985b","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":70,"box":{"x":59,"y":229,"width":838,"height":12}},{"id":"31ae36b5-fa35-4b81-a0c9-f04cb56cb6be","block_type":"box","text":"Board, or the affirmative vote of a majority of the shareholders of the Trust or such fund entitled to vote on termination;","page_number":70,"box":{"x":60,"y":244,"width":836,"height":13}},{"id":"87bbeb00-edb4-4254-9d27-bb5b3b19bf5c","block_type":"box","text":"however, in certain circumstances described in the Declaration of Trust, only a majority vote of the Board is required.","page_number":70,"box":{"x":60,"y":259,"width":813,"height":13}},{"id":"05bfb3f4-d14b-43db-8a8e-4f31ae5702b0","block_type":"box","text":"Although the shares are not automatically redeemable upon the occurrence of any specific event, the Declaration of Trust","page_number":70,"box":{"x":59,"y":274,"width":853,"height":13}},{"id":"b57aab17-1c20-4e17-9d3e-f49b0edf6b07","block_type":"box","text":"provides that the Board will have the unrestricted power to alter the number of shares in a Creation Unit. Therefore, in the","page_number":70,"box":{"x":59,"y":290,"width":849,"height":12}},{"id":"7bf4382a-9b06-47df-957f-a08db04cf047","block_type":"box","text":"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":70,"box":{"x":59,"y":305,"width":838,"height":12}},{"id":"d7413a3c-6d5e-4cbd-9942-a797e7ced615","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":70,"box":{"x":60,"y":320,"width":878,"height":12}},{"id":"65ca2c4c-47dd-4373-8a2e-c57416fe38b5","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":70,"box":{"x":59,"y":335,"width":877,"height":12}},{"id":"e69299f5-2a3b-4cd0-b8cb-d4efe56a8fdf","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":70,"box":{"x":59,"y":350,"width":878,"height":12}},{"id":"2cdc41ac-13de-4910-90fd-54afa768f0d6","block_type":"box","text":"shareholders owning in excess of a certain stated minimum amount.","page_number":70,"box":{"x":59,"y":365,"width":481,"height":13}},{"id":"96a3066b-d01c-4a6e-a6bb-d677d8d380a1","block_type":"box","text":"DTC as Securities Depository for Shares of the Fund.","page_number":70,"box":{"x":60,"y":392,"width":375,"height":12}},{"id":"19120532-0744-40b8-8b92-7645b147b645","block_type":"box","text":"Shares of the Fund are represented by securities registered in the","page_number":70,"box":{"x":444,"y":392,"width":454,"height":12}},{"id":"c4f6db4c-15ac-48a6-a268-d6788b2ba6b1","block_type":"box","text":"name of DTC or its nominee and deposited with, or on behalf of, DTC.","page_number":70,"box":{"x":60,"y":407,"width":486,"height":12}},{"id":"a7a8e04a-1bfb-421f-9dbf-453d72859fad","block_type":"box","text":"DTC was created in 1973 to enable electronic movement of securities between its participants (“DTC Participants”), and","page_number":70,"box":{"x":60,"y":433,"width":836,"height":13}},{"id":"3dacf4b6-79cf-483d-9aa7-a210477a7d57","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":70,"box":{"x":60,"y":448,"width":790,"height":13}},{"id":"3683419d-d53f-4d3c-96c7-2899197be84a","block_type":"box","text":"counterparty for securities trades among DTC Participants. In 1999, DTC and NSCC were consolidated within The Depository","page_number":70,"box":{"x":59,"y":463,"width":873,"height":13}},{"id":"7214fc7f-a29c-4211-896a-1ccbf4c93c98","block_type":"box","text":"Trust & Clearing Corporation (“DTCC”) and became wholly-owned subsidiaries of DTCC. The common stock of DTCC is","page_number":70,"box":{"x":59,"y":479,"width":837,"height":12}},{"id":"f327acf0-7fc4-4f04-b2d7-5cc2197ae9f5","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":70,"box":{"x":59,"y":494,"width":865,"height":12}},{"id":"658798a3-486a-4f7f-a583-4eeab6e9cdd3","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":70,"box":{"x":59,"y":509,"width":847,"height":12}},{"id":"e869dd28-6525-4a31-8a10-c3677f9f9e95","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":70,"box":{"x":59,"y":524,"width":833,"height":12}},{"id":"88b2f46e-2516-44ec-a923-187a1d2be0c0","block_type":"box","text":"Participant, either directly or indirectly (“Indirect Participants”).","page_number":70,"box":{"x":60,"y":539,"width":439,"height":12}},{"id":"b568c0fc-8823-4f25-a7d5-bb00303cb4c8","block_type":"box","text":"Beneficial ownership of shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC","page_number":70,"box":{"x":60,"y":566,"width":872,"height":12}},{"id":"e8a83830-9c03-4b76-9ce3-9bf789dffdba","block_type":"box","text":"Participants and Indirect Participants. Ownership of beneficial interests in shares (owners of such beneficial interests are","page_number":70,"box":{"x":60,"y":581,"width":840,"height":12}},{"id":"b8f7c9b9-ad5d-428f-8f5a-2a05168c1b4b","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":70,"box":{"x":60,"y":596,"width":824,"height":12}},{"id":"3c720c93-693e-4929-8086-22daf0b38283","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":70,"box":{"x":60,"y":611,"width":822,"height":12}},{"id":"89f8a8b4-842a-4c9d-a275-6527d9da892e","block_type":"box","text":"Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will receive from or through the DTC","page_number":70,"box":{"x":60,"y":626,"width":848,"height":12}},{"id":"867a64e1-bc14-41b3-860f-1d904d6a4b68","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":70,"box":{"x":60,"y":641,"width":876,"height":12}},{"id":"33d94a67-df63-439b-bf9b-78517a0a114f","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":70,"box":{"x":59,"y":656,"width":872,"height":13}},{"id":"0f8a3f81-ea2e-41bd-875f-5322d1c906a0","block_type":"box","text":"investors to acquire beneficial interests in shares of the Fund.","page_number":70,"box":{"x":60,"y":671,"width":426,"height":13}},{"id":"794856ea-32f1-4900-b54a-a083c71d97b5","block_type":"box","text":"Conveyance of all notices, statements and other communications to Beneficial Owners is effected as follows. Pursuant to the","page_number":70,"box":{"x":59,"y":698,"width":874,"height":12}},{"id":"6f9e9fc1-affa-459f-970a-f80e36f463a3","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":70,"box":{"x":60,"y":713,"width":869,"height":12}},{"id":"adaf4ae1-100c-4dcd-95e0-db318709189d","block_type":"box","text":"to be charged to the Trust a listing of the shares of the Fund held by each DTC Participant. The Trust shall inquire of each","page_number":70,"box":{"x":59,"y":728,"width":845,"height":12}},{"id":"a036ee99-e87e-455d-b8ec-7e9662eaeb61","block_type":"box","text":"such DTC Participant as to the number of Beneficial Owners holding shares, directly or indirectly, through such DTC","page_number":70,"box":{"x":59,"y":743,"width":808,"height":12}},{"id":"8ec3b38a-3aac-4d3a-ad97-f8899f2c9f93","block_type":"box","text":"Participant. The Trust shall provide each such DTC Participant with copies of such notice, statement or other communication,","page_number":70,"box":{"x":60,"y":758,"width":877,"height":13}},{"id":"279592fe-3f43-48a0-ad1a-6807f6c468d7","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":70,"box":{"x":60,"y":773,"width":803,"height":13}},{"id":"a742257c-0bd0-49be-aae9-91fbfd47afae","block_type":"box","text":"statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial Owners. In","page_number":70,"box":{"x":59,"y":788,"width":874,"height":13}},{"id":"f620727b-072e-4e0f-9ee3-9ed7b1ca0f35","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":70,"box":{"x":59,"y":804,"width":861,"height":12}},{"id":"08d32121-14bc-4fc3-8d4c-58252112c380","block_type":"box","text":"attendant to such transmittal, all subject to applicable statutory and regulatory requirements.","page_number":70,"box":{"x":59,"y":819,"width":653,"height":12}},{"id":"32c67ced-524e-4193-a158-79509b44fddc","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":70,"box":{"x":59,"y":845,"width":878,"height":13}},{"id":"a3be6a26-a4bd-4130-aa62-657c52e2e16d","block_type":"box","text":"its nominee, upon receipt of any such distributions, shall credit immediately DTC Participants’ accounts with payments in","page_number":70,"box":{"x":60,"y":860,"width":846,"height":13}},{"id":"00052882-e629-4c43-9af9-db5ea7391fb0","block_type":"box","text":"amounts proportionate to their respective beneficial interests in shares of the Fund as shown on the records of DTC or its","page_number":70,"box":{"x":59,"y":875,"width":847,"height":13}},{"id":"b3fa1d2b-003d-4fb6-949e-d93b46afa554","block_type":"box","text":"57","page_number":70,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"0a841afe-5da2-4641-8c51-b060c6952966","block_type":"box","text":"nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of shares held through such DTC","page_number":71,"box":{"x":60,"y":67,"width":836,"height":12}},{"id":"de9989a0-e616-49ac-b7b8-89f4da2df8ba","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":71,"box":{"x":60,"y":82,"width":876,"height":12}},{"id":"5df75788-09fe-4955-a8c9-0d9e82365e3a","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":71,"box":{"x":59,"y":97,"width":875,"height":12}},{"id":"3c5a88d1-9f54-4e57-a8e1-62d429bf7b93","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":71,"box":{"x":59,"y":123,"width":813,"height":13}},{"id":"e5c8e08f-3700-4369-a8e7-e821dad90013","block_type":"box","text":"payments made on account of beneficial ownership interests in such shares, or for maintaining, supervising or reviewing any","page_number":71,"box":{"x":59,"y":138,"width":875,"height":13}},{"id":"cef8450a-8291-4d76-8d24-94a269e9500c","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":71,"box":{"x":60,"y":154,"width":866,"height":12}},{"id":"c2cf1672-9ad4-47f2-91f2-270bb00183be","block_type":"box","text":"Participants or the relationship between such DTC Participants and the Indirect Participants and Beneficial Owners owning","page_number":71,"box":{"x":60,"y":169,"width":855,"height":12}},{"id":"f5e2cc69-5551-483c-937e-3bf9ae12420e","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":71,"box":{"x":59,"y":184,"width":876,"height":12}},{"id":"3553c3e5-ce09-4bef-b23f-c590621dff43","block_type":"box","text":"time by giving reasonable notice to the Trust and discharging its responsibilities with respect thereto under applicable law.","page_number":71,"box":{"x":59,"y":199,"width":855,"height":12}},{"id":"0842ab66-5153-48c6-9b56-fae29d54b834","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":71,"box":{"x":60,"y":214,"width":873,"height":12}},{"id":"bcdd6711-4a15-4c4e-9dc7-6da992b2f26e","block_type":"box","text":"cost.","page_number":71,"box":{"x":59,"y":230,"width":32,"height":9}},{"id":"85342d38-d13c-4205-be67-2e0e631314fa","block_type":"box","text":"Distribution of Shares.","page_number":71,"box":{"x":60,"y":256,"width":160,"height":9}},{"id":"cd73983d-8cfc-4836-923a-6ae16a627d4b","block_type":"box","text":"In connection with the Fund’s launch, the Fund was seeded through the sale of one or more Creation","page_number":71,"box":{"x":230,"y":256,"width":706,"height":12}},{"id":"a1b0a548-874b-4c0d-989b-c66f6792f6e0","block_type":"box","text":"Units by the Fund to one or more initial investors. Initial investors participating in the seeding may be Authorized Participants,","page_number":71,"box":{"x":60,"y":271,"width":875,"height":12}},{"id":"9b6d6ba9-c394-4057-bab9-e490711bfa56","block_type":"box","text":"a lead market maker or other third party investor or an affiliate of the Fund or the Fund’s adviser. Each such initial investor","page_number":71,"box":{"x":59,"y":286,"width":852,"height":12}},{"id":"60366b0f-015b-4dc6-8374-6e11e85dd565","block_type":"box","text":"may sell some or all of the shares underlying the Creation Unit(s) held by them pursuant to the registration statement for the","page_number":71,"box":{"x":60,"y":301,"width":873,"height":12}},{"id":"2e149065-9575-43cb-b4e0-e6c1a3347e37","block_type":"box","text":"Fund (each, a “Selling Shareholder”), which shares have been registered to permit the resale from time to time after","page_number":71,"box":{"x":60,"y":316,"width":809,"height":12}},{"id":"9ebb0df2-10fd-44ee-88f9-1be60e65481d","block_type":"box","text":"purchase. The Fund will not receive any of the proceeds from the resale by the Selling Shareholders of these shares.","page_number":71,"box":{"x":59,"y":331,"width":807,"height":13}},{"id":"8297b2ad-1ea8-4982-ab12-255313bf4d24","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":71,"box":{"x":59,"y":358,"width":877,"height":12}},{"id":"2c97d6f9-87aa-45d5-8b90-7ba2e2081fb9","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":71,"box":{"x":59,"y":373,"width":873,"height":12}},{"id":"5dc5480c-8ade-4900-86ed-544a9280aa8a","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":71,"box":{"x":59,"y":388,"width":878,"height":12}},{"id":"3f9bba7f-e990-4d50-9de1-6ef2cd2e947a","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":71,"box":{"x":59,"y":403,"width":876,"height":12}},{"id":"c84bc47a-896b-4e2d-a122-7b523820e014","block_type":"box","text":"brokerage transactions, privately negotiated trades, block sales, entry into options or other derivatives transactions or","page_number":71,"box":{"x":60,"y":418,"width":821,"height":12}},{"id":"bffac068-2ec6-4e61-b95a-ba02a81477d0","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":71,"box":{"x":59,"y":433,"width":875,"height":13}},{"id":"6c430690-ce28-402e-b0ca-82b627f1ea8f","block_type":"box","text":"by them through an Authorized Participant.","page_number":71,"box":{"x":60,"y":448,"width":302,"height":13}},{"id":"47453882-a8a8-46b1-a136-c7bff4b4ce94","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":71,"box":{"x":59,"y":475,"width":840,"height":12}},{"id":"43cc47e6-9f62-4c38-beba-c6cd41ac5ae2","block_type":"box","text":"“underwriters” within the meaning of Section 2(a)(11) of the 1933 Act, in connection with such sales.","page_number":71,"box":{"x":59,"y":490,"width":712,"height":12}},{"id":"b91a924f-e4ae-4a9a-85a8-486fa890cd74","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":71,"box":{"x":59,"y":516,"width":871,"height":13}},{"id":"cd26c76b-f77c-4829-a948-e21a061b95e9","block_type":"box","text":"1934 Act and the rules and regulations thereunder.","page_number":71,"box":{"x":61,"y":531,"width":353,"height":13}},{"id":"13181b51-cce6-4a43-92da-385f70e3da42","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":71,"box":{"x":60,"y":562,"width":722,"height":30}},{"id":"0c5d8160-4a30-4950-bdb4-77ee59449c23","block_type":"box","text":"General.","page_number":71,"box":{"x":59,"y":603,"width":59,"height":10}},{"id":"6c9722eb-9bb8-4c81-9b54-fa80b8089ed4","block_type":"box","text":"The Trust issues and sells shares of the Fund only in Creation Units on a continuous basis through the Distributor or","page_number":71,"box":{"x":127,"y":603,"width":812,"height":13}},{"id":"ddc98ec3-fc76-4025-b989-004669743cf1","block_type":"box","text":"its agent, without a sales load, at a price based on the Fund’s NAV next determined after receipt, on any Business Day (as","page_number":71,"box":{"x":60,"y":618,"width":845,"height":13}},{"id":"3587af33-76b3-4a99-bb4d-e6fe59f3240e","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 closes","page_number":71,"box":{"x":59,"y":634,"width":873,"height":12}},{"id":"beed0486-6ab5-4673-8e9f-e46f3e005a49","block_type":"box","text":"earlier than normal, the Fund may require orders to be placed earlier in the day. The following table sets forth the number of","page_number":71,"box":{"x":59,"y":649,"width":868,"height":12}},{"id":"0796ca8a-1fe3-49e4-9a67-5c4d056e1637","block_type":"box","text":"shares of the Fund that constitute a Creation Unit for the Fund and the approximate value of such Creation Unit as of October","page_number":71,"box":{"x":59,"y":664,"width":880,"height":12}},{"id":"d95f2964-ab5d-45ae-a06a-368d706db0d4","block_type":"box","text":"31, 2025:","page_number":71,"box":{"x":59,"y":679,"width":62,"height":11}},{"id":"0360d9cc-eab1-48da-b59a-431aec991c02","block_type":"box","text":"Shares Per","page_number":71,"box":{"x":411,"y":729,"width":61,"height":7}},{"id":"8be64b40-a6ff-4daf-9387-3af980a5753c","block_type":"box","text":"Creation Unit","page_number":71,"box":{"x":404,"y":739,"width":75,"height":8}},{"id":"3ee9757e-d64a-4afd-9d9f-bd67039dcda5","block_type":"box","text":"Approximate","page_number":71,"box":{"x":519,"y":709,"width":75,"height":9}},{"id":"71df987a-f549-4528-8092-ff6e05bf5e3b","block_type":"box","text":"Value Per","page_number":71,"box":{"x":530,"y":719,"width":54,"height":7}},{"id":"0b7b9c3a-6298-422d-8194-ff87088cceb0","block_type":"box","text":"Creation","page_number":71,"box":{"x":532,"y":729,"width":48,"height":7}},{"id":"ad8590ed-fbbb-4d2f-9e99-b1562139ec35","block_type":"box","text":"Unit (U.S.$)","page_number":71,"box":{"x":524,"y":739,"width":65,"height":10}},{"id":"ce6df6bb-e748-4a1e-a168-925af3e1c08d","block_type":"box","text":"50,000 $2,690,899","page_number":71,"box":{"x":418,"y":761,"width":217,"height":11}},{"id":"c3bd84fc-86f3-42e2-a84a-6adbb01204c5","block_type":"box","text":"In its discretion, the Trust reserves the right to increase or decrease the number of the Fund’s shares that constitute a","page_number":71,"box":{"x":60,"y":809,"width":820,"height":12}},{"id":"b750f3e5-a96b-4c64-8bcd-83341f488f8a","block_type":"box","text":"Creation Unit. The Board reserves the right to declare a split or a consolidation in the number of shares outstanding of the","page_number":71,"box":{"x":59,"y":824,"width":852,"height":12}},{"id":"3cddef7b-93f7-4e35-a556-d838bce31a95","block_type":"box","text":"Fund, and to make a corresponding change in the number of shares constituting a Creation Unit, in the event that the per","page_number":71,"box":{"x":60,"y":839,"width":850,"height":12}},{"id":"5b566ac7-8b4a-421f-a7b3-4e0f3a9ff9c0","block_type":"box","text":"share price in the secondary market rises (or declines) to an amount that falls outside the range deemed desirable by the","page_number":71,"box":{"x":59,"y":854,"width":845,"height":12}},{"id":"4e0fcc4d-5e87-4afc-bc62-0ed371012004","block_type":"box","text":"Board.","page_number":71,"box":{"x":60,"y":869,"width":42,"height":10}},{"id":"0b5b6d5a-9c5a-41f5-8d09-07e28fed6879","block_type":"box","text":"58","page_number":71,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"4ad96706-8c32-4051-b128-e187c13be31b","block_type":"box","text":"A “Business Day” with respect to the Fund is any day the Fund is open for business, including any day when it satisfies","page_number":72,"box":{"x":59,"y":67,"width":827,"height":12}},{"id":"da81ef5d-d23f-4691-b897-e2a254f4379c","block_type":"box","text":"redemption requests as required by Section 22(e) of the 1940 Act. The Fund is open for business any day on which the","page_number":72,"box":{"x":60,"y":82,"width":830,"height":12}},{"id":"16e3d348-281a-49d6-b51b-72a1750ad60d","block_type":"box","text":"Listing Exchange on which the Fund is listed for trading is open for business. As of the date of this SAI, the Listing Exchange","page_number":72,"box":{"x":60,"y":97,"width":866,"height":12}},{"id":"33294697-4157-453a-9977-324dea3c79b2","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":72,"box":{"x":59,"y":112,"width":821,"height":12}},{"id":"cbc64be6-10e6-4009-bf25-4c4f39ac435c","block_type":"box","text":"Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.","page_number":72,"box":{"x":59,"y":127,"width":669,"height":12}},{"id":"df312783-b212-49d3-b160-8f7bff49d1e8","block_type":"box","text":"Fund Deposit.","page_number":72,"box":{"x":60,"y":154,"width":98,"height":12}},{"id":"46b09386-f514-4ad8-bebd-5058987114ba","block_type":"box","text":"The consideration for purchase of Creation Units of the Fund generally consists of the in-kind deposit of","page_number":72,"box":{"x":167,"y":154,"width":729,"height":12}},{"id":"943afe83-e7cc-4164-bc8e-fe7b952caee5","block_type":"box","text":"Deposit Securities and the Cash Component computed as described below. Together, the Deposit Securities and the Cash","page_number":72,"box":{"x":60,"y":169,"width":849,"height":12}},{"id":"f418dc76-d9fc-4386-9f15-ee0725284b86","block_type":"box","text":"Component constitute the “Fund Deposit,” which will be applicable (subject to possible amendment or correction) to","page_number":72,"box":{"x":59,"y":184,"width":822,"height":12}},{"id":"41ebf455-1bdc-4b31-839b-db960505b8d7","block_type":"box","text":"creation requests received in proper form. The Fund Deposit represents the minimum initial and subsequent investment","page_number":72,"box":{"x":59,"y":199,"width":840,"height":12}},{"id":"abd503de-afb7-4e7e-9515-42770fb36c52","block_type":"box","text":"amount for a Creation Unit of the Fund. Such Fund Deposit is applicable, subject to any adjustments as described below, to","page_number":72,"box":{"x":59,"y":214,"width":861,"height":12}},{"id":"1d6004fe-bad7-42e6-ad2a-4ad2c171e655","block_type":"box","text":"purchases of Creation Units of shares of the Fund until such time as the next-announced Fund Deposit is made available.","page_number":72,"box":{"x":59,"y":229,"width":847,"height":12}},{"id":"5f149732-0a9f-4e31-bf7c-8138b723e29e","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":72,"box":{"x":59,"y":256,"width":838,"height":12}},{"id":"e0752461-ef18-405c-8970-310cb5b4aef0","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":72,"box":{"x":59,"y":271,"width":879,"height":12}},{"id":"fab9a2f6-2ab6-4a34-996d-0c96cea56282","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":72,"box":{"x":59,"y":286,"width":878,"height":12}},{"id":"d5276760-21ce-4e94-9ca7-c82cf75273f8","block_type":"box","text":"expenses payable upon transfer of beneficial ownership of the Deposit Securities are the sole responsibility of the Authorized","page_number":72,"box":{"x":59,"y":301,"width":872,"height":12}},{"id":"cb7ad2b6-4392-4877-8860-1a3c651b9652","block_type":"box","text":"Participant purchasing the Creation Unit.","page_number":72,"box":{"x":60,"y":316,"width":283,"height":12}},{"id":"06c1ee4f-0175-403e-a4ad-ccfb65dc20d6","block_type":"box","text":"The identity and number of shares of the Deposit Securities change pursuant to changes in the composition of the Fund’s","page_number":72,"box":{"x":59,"y":343,"width":854,"height":12}},{"id":"ddee81d7-0208-4dfa-bc2e-d1d277b4ef73","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":72,"box":{"x":59,"y":358,"width":860,"height":12}},{"id":"0d55a769-359f-4dad-b0a9-b7ae3c9f8298","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":72,"box":{"x":59,"y":373,"width":875,"height":12}},{"id":"5957688f-5894-4d48-9bcc-0e614aec6d07","block_type":"box","text":"to the weighting or composition of the component securities constituting the Underlying Index.","page_number":72,"box":{"x":59,"y":388,"width":670,"height":12}},{"id":"f752a098-9de5-447f-b898-170e378d5d89","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":72,"box":{"x":59,"y":414,"width":876,"height":13}},{"id":"a0eb17b2-39b4-4ec1-bd90-26cf7d6550db","block_type":"box","text":"portion of the Fund Deposit through “systematic rounding.” The rounding methodology “rounds up” position sizes of","page_number":72,"box":{"x":59,"y":429,"width":824,"height":13}},{"id":"15db7bb9-dd4e-4e2a-93e0-65f4b00035c0","block_type":"box","text":"securities in the Deposit Securities (which in turn reduces the cash portion). However, the methodology limits the maximum","page_number":72,"box":{"x":59,"y":445,"width":870,"height":12}},{"id":"c8a53bcf-5eff-4dc5-8a92-1af11f928b7e","block_type":"box","text":"allowed percentage change in weight and share quantity of any given security in the Fund Deposit.","page_number":72,"box":{"x":59,"y":460,"width":691,"height":12}},{"id":"98c883c6-dc26-47a0-b822-18bd2c26a720","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":72,"box":{"x":60,"y":486,"width":879,"height":12}},{"id":"5823390e-d633-4a80-8a04-562253d7b20f","block_type":"box","text":"index additions, deletions, and re-weights.","page_number":72,"box":{"x":60,"y":501,"width":294,"height":13}},{"id":"6da9a217-7e9e-4178-a3a2-d5a9a45ca4eb","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":72,"box":{"x":59,"y":528,"width":854,"height":12}},{"id":"e807ed9f-0d62-4997-800b-d4c4cb04ea3d","block_type":"box","text":"Deposit Security in certain circumstances, including: (i) when instruments are not available in sufficient quantity for delivery;","page_number":72,"box":{"x":60,"y":543,"width":869,"height":12}},{"id":"02df576d-a8e8-4dc9-a1da-d0c2e6283e78","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":72,"box":{"x":60,"y":558,"width":822,"height":12}},{"id":"3d4b3893-c3a0-48f2-abfe-5e8a545d7c66","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":72,"box":{"x":60,"y":573,"width":873,"height":12}},{"id":"34da0ea8-ac57-46a5-9b55-4ade6b91f79f","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":72,"box":{"x":59,"y":588,"width":847,"height":13}},{"id":"5324f82d-eb0a-4e1b-9d59-3269953688b0","block_type":"box","text":"investor on whose behalf the Authorized Participant is acting) would be restricted under applicable securities or other local","page_number":72,"box":{"x":60,"y":603,"width":858,"height":13}},{"id":"0db58c06-2d82-4e8c-9df5-c2ebf45f0859","block_type":"box","text":"laws; (v) in connection with distribution payments to be made by the Fund; or (vi) in certain other situations.","page_number":72,"box":{"x":60,"y":618,"width":759,"height":13}},{"id":"d626f9ef-4f54-4d29-8e2a-6f3b7d8733ad","block_type":"box","text":"Cash Purchase Method.","page_number":72,"box":{"x":59,"y":645,"width":170,"height":10}},{"id":"343b90c3-4f40-4916-94af-51e00b3a4e71","block_type":"box","text":"Although the Trust does not generally permit partial or full cash purchases of Creation Units of its","page_number":72,"box":{"x":238,"y":645,"width":683,"height":12}},{"id":"92258259-3041-4c34-aad3-da888e9f02bb","block_type":"box","text":"funds, when partial or full cash purchases of Creation Units are available or specified for the Fund, they will be effected in","page_number":72,"box":{"x":59,"y":660,"width":844,"height":12}},{"id":"ce97e8c2-afb8-4412-a1c4-63ec2a3ba12e","block_type":"box","text":"essentially the same manner as in-kind purchases thereof. In the case of a partial or full cash purchase, the Authorized","page_number":72,"box":{"x":59,"y":675,"width":827,"height":12}},{"id":"bfb53778-7943-4483-b75e-bbad3e915509","block_type":"box","text":"Participant must pay the cash equivalent of the Deposit Securities it would otherwise be required to provide through an in","page_number":72,"box":{"x":60,"y":690,"width":856,"height":13}},{"id":"be490697-435d-4698-9f4c-dfbc70f2f869","block_type":"box","text":"kind purchase, plus the same Cash Component required to be paid by an in-kind purchaser.","page_number":72,"box":{"x":60,"y":705,"width":638,"height":13}},{"id":"d2773b5c-2a2d-4e73-95a2-165b2bfbec23","block_type":"box","text":"Procedures for Creation of Creation Units.","page_number":72,"box":{"x":60,"y":732,"width":300,"height":10}},{"id":"7e6b020b-b0c0-42c4-9bab-0206a93729fe","block_type":"box","text":"To be eligible to place orders with the Distributor and to create a Creation Unit of","page_number":72,"box":{"x":369,"y":732,"width":567,"height":12}},{"id":"77a0e63e-980f-40aa-9b82-192ed7672deb","block_type":"box","text":"the Fund, an entity must be: (i) a “Participating Party,”","page_number":72,"box":{"x":59,"y":747,"width":377,"height":12}},{"id":"e46f82ef-7a4d-40d7-a88e-4c10bb22f2e3","block_type":"box","text":"i.e","page_number":72,"box":{"x":441,"y":748,"width":15,"height":9}},{"id":"7f54ebc6-805b-417a-a1b8-ee891fafef4b","block_type":"box","text":"., a broker-dealer or other participant in the clearing process through","page_number":72,"box":{"x":457,"y":747,"width":480,"height":12}},{"id":"58a06157-a2c9-459f-bd7b-e057844c75c3","block_type":"box","text":"the Continuous Net Settlement System of the NSCC (the “Clearing Process”), a clearing agency that is registered with the","page_number":72,"box":{"x":59,"y":762,"width":848,"height":12}},{"id":"9423b4a1-0728-4c6a-aa1f-65195dd3d0bb","block_type":"box","text":"SEC, or (ii) a DTC Participant, and must have executed an agreement with the Distributor, with respect to creations and","page_number":72,"box":{"x":59,"y":777,"width":832,"height":13}},{"id":"edf6f7be-82af-47d3-afb4-1f527d2a1e5f","block_type":"box","text":"redemptions of Creation Units (“Authorized Participant Agreement”) (discussed below). A member or participant of a","page_number":72,"box":{"x":60,"y":792,"width":820,"height":13}},{"id":"0d70a56e-f5c7-4ab5-869f-e10ccf6fbc1e","block_type":"box","text":"clearing agency registered with the SEC which has a written agreement with the Fund or one of its service providers that","page_number":72,"box":{"x":59,"y":807,"width":844,"height":13}},{"id":"b163b6e4-ad2d-4594-a22f-20f559cd652f","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":72,"box":{"x":59,"y":823,"width":843,"height":12}},{"id":"dd24fa84-2a6e-4574-978d-459a7a40a43d","block_type":"box","text":"“Authorized Participant.” All shares of the Fund, however created, will be entered on the records of DTC in the name of Cede","page_number":72,"box":{"x":59,"y":838,"width":867,"height":12}},{"id":"6b08cfc1-f7e5-4b34-b749-1759a46b8049","block_type":"box","text":"& Co. for the account of a DTC Participant.","page_number":72,"box":{"x":59,"y":853,"width":295,"height":12}},{"id":"838185e5-e492-4d00-8579-9302e76a1fbd","block_type":"box","text":"59","page_number":72,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"12505ec6-9c0f-4a93-9a68-ea8f159a9335","block_type":"box","text":"Role of the Authorized Participant.","page_number":73,"box":{"x":60,"y":67,"width":247,"height":12}},{"id":"ee07bf76-ae53-4c46-bed3-321d373b0aec","block_type":"box","text":"Creation Units may be purchased only by or through a member or participant of a","page_number":73,"box":{"x":316,"y":67,"width":571,"height":12}},{"id":"5d6e3f6e-38b9-4c57-a4be-9d6391cef2ee","block_type":"box","text":"clearing agency registered with the SEC, which has a written agreement with the Fund or one of its service providers that","page_number":73,"box":{"x":59,"y":82,"width":848,"height":12}},{"id":"23c539a2-cd57-4b8d-912b-eb04bf6cc473","block_type":"box","text":"allows such member or participant to place orders for the purchase and redemption of Creation Units (an “Authorized","page_number":73,"box":{"x":59,"y":97,"width":823,"height":12}},{"id":"b652f25f-f120-4a9d-b858-7df1e13cafda","block_type":"box","text":"Participant”). Such Authorized Participant will agree, pursuant to the terms of such Authorized Participant Agreement and on","page_number":73,"box":{"x":60,"y":112,"width":875,"height":12}},{"id":"8a2c21d3-7b30-43e6-970e-55fcd1e39974","block_type":"box","text":"behalf of itself or any investor on whose behalf it will act, to certain conditions, including that such Authorized Participant will","page_number":73,"box":{"x":60,"y":127,"width":876,"height":12}},{"id":"5a551fb3-f430-4e80-850d-89566dddf30c","block_type":"box","text":"make available in advance of each purchase of shares an amount of cash sufficient to pay the Cash Component, once the","page_number":73,"box":{"x":60,"y":142,"width":848,"height":13}},{"id":"3c53a69f-2c25-4dc1-ad1e-e081ac533c51","block_type":"box","text":"NAV of a Creation Unit is next determined after receipt of the purchase order in proper form, together with the transaction","page_number":73,"box":{"x":60,"y":157,"width":854,"height":13}},{"id":"c5163f48-4a28-4986-8a31-30bccaec8144","block_type":"box","text":"fees described below. An Authorized Participant, acting on behalf of an investor, may require the investor to enter into an","page_number":73,"box":{"x":59,"y":172,"width":843,"height":13}},{"id":"7d5991f9-ebb1-4d7c-a2be-3c19484d72cd","block_type":"box","text":"agreement with such Authorized Participant with respect to certain matters, including payment of the Cash Component.","page_number":73,"box":{"x":59,"y":188,"width":843,"height":12}},{"id":"cbe71f6e-9219-427f-ba1d-1e436a4fee2c","block_type":"box","text":"Investors who are not Authorized Participants must make appropriate arrangements with an Authorized Participant. Investors","page_number":73,"box":{"x":60,"y":203,"width":878,"height":12}},{"id":"c8d5891c-7dea-4e17-91ec-b2b0fe0f4138","block_type":"box","text":"should be aware that their particular broker may not be a DTC Participant or may not have executed an Authorized","page_number":73,"box":{"x":59,"y":218,"width":800,"height":12}},{"id":"15f4e802-6eec-4bc7-ba9d-083c5858aebf","block_type":"box","text":"Participant Agreement and that orders to purchase Creation Units may have to be placed by the investor’s broker through an","page_number":73,"box":{"x":60,"y":233,"width":870,"height":12}},{"id":"fabd68b5-8df3-491c-8204-9a5a7589f707","block_type":"box","text":"Authorized Participant. As a result, purchase orders placed through an Authorized Participant may result in additional","page_number":73,"box":{"x":59,"y":248,"width":820,"height":12}},{"id":"9b0bbad4-635a-414a-bdc8-e7370e06aa65","block_type":"box","text":"charges to such investor. The Trust does not expect to enter into an Authorized Participant Agreement with more than a","page_number":73,"box":{"x":59,"y":263,"width":841,"height":12}},{"id":"1fb00955-7d4d-4c74-a459-2d574d77cdd9","block_type":"box","text":"small number of DTC Participants. A list of current Authorized Participants may be obtained from the Distributor. The","page_number":73,"box":{"x":59,"y":278,"width":819,"height":13}},{"id":"98ee40b0-83cb-4d49-b819-93d2438c603a","block_type":"box","text":"Distributor has adopted guidelines regarding Authorized Participants’ transactions in Creation Units that are made available","page_number":73,"box":{"x":60,"y":293,"width":862,"height":13}},{"id":"af690fe7-731f-4b12-854f-2bff9e1c1d5c","block_type":"box","text":"to all Authorized Participants. These guidelines set forth the processes and standards for Authorized Participants to transact","page_number":73,"box":{"x":59,"y":308,"width":867,"height":13}},{"id":"3797a2c9-f774-41f3-96d7-75f255f08a0c","block_type":"box","text":"with the Distributor and its agents in connection with creation and redemption transactions. In addition, the Distributor may","page_number":73,"box":{"x":59,"y":324,"width":872,"height":12}},{"id":"8e3184ce-35d1-41ce-bf3b-24a4027363cc","block_type":"box","text":"be appointed as the proxy of the Authorized Participant and may be granted a power of attorney under its Authorized","page_number":73,"box":{"x":60,"y":339,"width":820,"height":12}},{"id":"25b1c381-e028-42ef-9f91-78327febe7aa","block_type":"box","text":"Participant Agreement.","page_number":73,"box":{"x":60,"y":354,"width":160,"height":12}},{"id":"1deb08ad-b3a0-44db-a52f-14270b0bf347","block_type":"box","text":"Purchase Orders.","page_number":73,"box":{"x":60,"y":380,"width":122,"height":10}},{"id":"9f03b05b-a2f8-4bbd-9355-1b3931657fe3","block_type":"box","text":"To initiate an order for a Creation Unit, an Authorized Participant must submit to the Distributor or its","page_number":73,"box":{"x":195,"y":380,"width":708,"height":13}},{"id":"444f7c3f-4bc3-4154-9aa2-306c841fc649","block_type":"box","text":"agent an irrevocable order to purchase shares of the Fund, in proper form, generally before 4:00 p.m., Eastern time on any","page_number":73,"box":{"x":59,"y":395,"width":852,"height":13}},{"id":"d2e56f84-795c-407e-b2a8-9543cd936ebb","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":73,"box":{"x":60,"y":411,"width":832,"height":12}},{"id":"ae7f2049-4867-4440-9649-ad4d1b16dd0c","block_type":"box","text":"custodian will then provide such information to any appropriate sub-custodian. Procedures and requirements governing the","page_number":73,"box":{"x":59,"y":426,"width":868,"height":12}},{"id":"673b9a42-7530-4ea9-a021-eccf78e183f2","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":73,"box":{"x":59,"y":441,"width":874,"height":12}},{"id":"f9b16f54-734a-4fce-89ea-421758f3805d","block_type":"box","text":"to time. Investors, other than Authorized Participants, are responsible for making arrangements for a creation request to be","page_number":73,"box":{"x":59,"y":456,"width":861,"height":12}},{"id":"0f3329e0-7b8f-4f0b-bc94-cc3ce373a3d2","block_type":"box","text":"made through an Authorized Participant. The Distributor or its agent will provide a list of current Authorized Participants","page_number":73,"box":{"x":60,"y":471,"width":841,"height":12}},{"id":"0f51692e-207f-4a29-ab6b-649946f98c4b","block_type":"box","text":"upon request. Those placing orders to purchase Creation Units through an Authorized Participant should allow sufficient time","page_number":73,"box":{"x":60,"y":486,"width":878,"height":12}},{"id":"410fcc3d-9ce0-4d80-a246-779ff6817258","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":73,"box":{"x":59,"y":501,"width":854,"height":13}},{"id":"22dc416a-b80b-4eea-9da0-0b35641c77bc","block_type":"box","text":"such Business Day.","page_number":73,"box":{"x":59,"y":516,"width":131,"height":13}},{"id":"33f7f377-0812-4c14-980b-4eb98d073c26","block_type":"box","text":"The Authorized Participant must also make available on or before the contractual settlement date, by means satisfactory to","page_number":73,"box":{"x":59,"y":543,"width":861,"height":12}},{"id":"3fad1dc9-8d26-42e0-9fe8-abdf822bd620","block_type":"box","text":"the Fund, immediately available or same day funds estimated by the Fund to be sufficient to pay the Cash Component next","page_number":73,"box":{"x":59,"y":558,"width":860,"height":12}},{"id":"f4404453-72d7-4e56-b65c-2b00161de8ad","block_type":"box","text":"determined after acceptance of the purchase order, together with the applicable purchase transaction fees. Those placing","page_number":73,"box":{"x":59,"y":573,"width":851,"height":12}},{"id":"6a4d8dfe-6234-41a2-9cae-16340985a57d","block_type":"box","text":"orders should ascertain the deadline for cash transfers by contacting the operations department of the broker or depositary","page_number":73,"box":{"x":59,"y":588,"width":864,"height":13}},{"id":"12955a7c-7a1c-4ab9-b8e7-051c72795440","block_type":"box","text":"institution effectuating the transfer of the Cash Component. This deadline is likely to be significantly earlier than the Cutoff","page_number":73,"box":{"x":60,"y":603,"width":858,"height":13}},{"id":"d9de9a8b-8868-4c6c-8aba-d74faf68c47d","block_type":"box","text":"Time of the Fund. Investors should be aware that an Authorized Participant may require orders for purchases of shares placed","page_number":73,"box":{"x":59,"y":618,"width":878,"height":13}},{"id":"ecc64d93-8d09-442e-8603-c000a664e82f","block_type":"box","text":"with it to be in the particular form required by the individual Authorized Participant.","page_number":73,"box":{"x":59,"y":634,"width":582,"height":12}},{"id":"372bb61d-a8a1-42ec-a663-e0a9babc71c5","block_type":"box","text":"The Authorized Participant is responsible for any and all expenses and costs incurred by the Fund, including any applicable","page_number":73,"box":{"x":59,"y":660,"width":857,"height":12}},{"id":"ac1664f5-a0f1-4e72-9a6a-faa86262aa4f","block_type":"box","text":"cash amounts, in connection with any purchase order.","page_number":73,"box":{"x":59,"y":675,"width":379,"height":12}},{"id":"621dd2c4-9c1e-4eab-88dc-eb4a60bd7f49","block_type":"box","text":"Timing of Submission of Purchase Orders.","page_number":73,"box":{"x":58,"y":702,"width":305,"height":12}},{"id":"741254cc-862e-4cbf-ac85-ea9656ab798c","block_type":"box","text":"An Authorized Participant must submit an irrevocable order to purchase shares","page_number":73,"box":{"x":372,"y":702,"width":554,"height":12}},{"id":"967d2bdc-163a-4d72-abb9-2e3322b3f1c3","block_type":"box","text":"of the Fund generally before 4:00 p.m., Eastern time on any Business Day in order to receive that day’s NAV. Creation Orders","page_number":73,"box":{"x":59,"y":717,"width":865,"height":12}},{"id":"d5a11592-3946-458a-865c-d123a6ccbb66","block_type":"box","text":"must be transmitted by an Authorized Participant in the form required by the Fund to the Distributor or its agent pursuant to","page_number":73,"box":{"x":60,"y":732,"width":870,"height":12}},{"id":"a0714bc4-16a1-45dc-81df-08a46597737b","block_type":"box","text":"procedures set forth in the Authorized Participant Agreement. Economic or market disruptions or changes, or telephone or","page_number":73,"box":{"x":59,"y":747,"width":860,"height":12}},{"id":"bf477564-7560-4807-b0a0-9d4130e4d1b7","block_type":"box","text":"other communication failure, may impede the ability to reach the Distributor or its agent or an Authorized Participant. The","page_number":73,"box":{"x":59,"y":762,"width":855,"height":12}},{"id":"8c2ae80c-7fe5-4696-a8d2-8289d4cb2663","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":73,"box":{"x":60,"y":777,"width":817,"height":13}},{"id":"62c3300b-f176-40c9-b0ed-6a1781e12b95","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":73,"box":{"x":60,"y":792,"width":808,"height":13}},{"id":"7fc47a96-3ee4-4df7-9bb8-2a959251ce05","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":73,"box":{"x":59,"y":807,"width":792,"height":13}},{"id":"99adaaa7-df8e-4df5-93cb-2234e01f5e39","block_type":"box","text":"communication through the facilities of the Distributor’s or its agent’s proprietary website maintained for this purpose.","page_number":73,"box":{"x":59,"y":823,"width":832,"height":12}},{"id":"b4b107a0-5c7a-446f-8e9b-0efd12426efd","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":73,"box":{"x":60,"y":838,"width":842,"height":12}},{"id":"a19e969b-7951-4ab3-9863-96142e5c5cc2","block_type":"box","text":"after such acceptance in accordance with the Fund’s Cutoff Times as provided in the Authorized Participant Agreement and","page_number":73,"box":{"x":59,"y":853,"width":866,"height":12}},{"id":"666c63d5-4aee-48f1-be7c-3d925a9b639a","block_type":"box","text":"disclosed in this SAI.","page_number":73,"box":{"x":59,"y":868,"width":142,"height":10}},{"id":"30f2d4c7-5acf-4966-bf28-74b5468fea98","block_type":"box","text":"60","page_number":73,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"9548f631-3072-41e0-80a9-a7156af29da2","block_type":"box","text":"Acceptance of Orders for Creation Units.","page_number":74,"box":{"x":59,"y":67,"width":293,"height":12}},{"id":"550df2ac-9a00-438c-a381-82ff90e9d755","block_type":"box","text":"Subject to the conditions that (i) an irrevocable purchase order has been","page_number":74,"box":{"x":365,"y":67,"width":506,"height":12}},{"id":"70929152-3c23-4091-ba0c-0063d3ed7f1e","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":74,"box":{"x":59,"y":82,"width":872,"height":12}},{"id":"c1f12eeb-2c73-4191-aaa4-ff0054837dec","block_type":"box","text":"the Fund are in place for payment of the Cash Component and any other cash amounts which may be due, the Fund will","page_number":74,"box":{"x":59,"y":97,"width":843,"height":12}},{"id":"74c63bb6-6ee2-481c-94f1-97b33d029a4a","block_type":"box","text":"accept the order, subject to the Fund’s right (and the right of the Distributor and BFA) to reject any order until acceptance, as","page_number":74,"box":{"x":59,"y":112,"width":874,"height":12}},{"id":"9d217470-90a7-446e-8ac1-5b58c3d90577","block_type":"box","text":"set forth below.","page_number":74,"box":{"x":59,"y":127,"width":107,"height":10}},{"id":"e4278e2d-8ea2-4edc-93a0-03cc3dbc9469","block_type":"box","text":"Once the Fund has accepted an order, upon the next determination of the NAV of the shares, the Fund will confirm the","page_number":74,"box":{"x":59,"y":154,"width":831,"height":12}},{"id":"4da000de-cbd4-4ef3-b587-ec87b5943e5a","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":74,"box":{"x":60,"y":169,"width":812,"height":12}},{"id":"b71ada77-5e9c-4d36-87da-7af87a443d67","block_type":"box","text":"confirmation of acceptance to the Authorized Participant that placed the order.","page_number":74,"box":{"x":59,"y":184,"width":552,"height":12}},{"id":"ea6bbc53-f2a4-4786-b469-5175d7a81a35","block_type":"box","text":"The Fund reserves the right to reject or revoke a creation order transmitted to it by the Distributor or its agent provided that a","page_number":74,"box":{"x":59,"y":210,"width":876,"height":13}},{"id":"243b084a-edb2-44f5-8621-23bab3c9f6f7","block_type":"box","text":"rejection or revocation of a creation order does not violate Rule 6c-11 under the Investment Company Act. For example, the","page_number":74,"box":{"x":60,"y":225,"width":862,"height":13}},{"id":"093a0d86-695d-4efd-ac20-df0047d00151","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":74,"box":{"x":60,"y":240,"width":877,"height":13}},{"id":"4bfdad2a-6eba-446c-b995-9b58b8ac166d","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":74,"box":{"x":60,"y":256,"width":853,"height":12}},{"id":"64d9d86d-7177-4d64-b2e8-04faaa0a67b2","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":74,"box":{"x":60,"y":271,"width":876,"height":12}},{"id":"40c4cceb-52dd-4b25-b6a8-e802c057a523","block_type":"box","text":"(iv) acceptance of the Deposit Securities is not legally required or would, in the opinion of the Trust, be unlawful; or (v)","page_number":74,"box":{"x":60,"y":286,"width":828,"height":12}},{"id":"b0c1ee52-3b63-4fdb-9fc4-552c555cf740","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":74,"box":{"x":59,"y":301,"width":811,"height":12}},{"id":"68eb02dd-ad55-4b4b-aae1-875911e4cf37","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":74,"box":{"x":59,"y":316,"width":852,"height":12}},{"id":"2e29a5d1-9f8e-49d8-8a3d-55dda70d43e5","block_type":"box","text":"Participant acting on behalf of such purchaser of its rejection of such order. The Fund, State Street, the sub-custodian and","page_number":74,"box":{"x":60,"y":331,"width":852,"height":13}},{"id":"1735284c-4a56-4807-8661-3d5352b1096d","block_type":"box","text":"the Distributor or its agent are under no duty, however, to give notification of any defects or irregularities in the delivery of","page_number":74,"box":{"x":59,"y":346,"width":853,"height":13}},{"id":"3b89c5c2-019e-432f-b0e7-e3958fb0c127","block_type":"box","text":"Fund Deposits nor shall any of them incur any liability for failure to give such notification.","page_number":74,"box":{"x":60,"y":361,"width":622,"height":13}},{"id":"3a6f3f7a-203a-4085-92cd-8266163a6e86","block_type":"box","text":"Issuance of a Creation Unit.","page_number":74,"box":{"x":60,"y":388,"width":197,"height":10}},{"id":"98fc326b-03cb-473b-9204-8e6280e1daa1","block_type":"box","text":"Except as provided herein, a Creation Unit will not be issued until the transfer of good title to the Fund of the Deposit","page_number":74,"box":{"x":60,"y":414,"width":815,"height":13}},{"id":"8ac1519b-1c8e-4644-bb29-d6683ae0d719","block_type":"box","text":"Securities and the payment of the Cash Component have been completed. When the sub-custodian has confirmed to the","page_number":74,"box":{"x":59,"y":429,"width":849,"height":13}},{"id":"1ab9044d-2d83-4116-9a4e-9e9a27ff5be7","block_type":"box","text":"custodian that the securities included in the Fund Deposit (or the cash value thereof ) have been delivered to the account of","page_number":74,"box":{"x":59,"y":445,"width":866,"height":12}},{"id":"b726b9a9-61dc-4bd0-bb08-ba25373fb435","block_type":"box","text":"the relevant sub-custodian or sub-custodians, the Distributor or its agent and BFA shall be notified of such delivery and the","page_number":74,"box":{"x":59,"y":460,"width":861,"height":12}},{"id":"0770706f-7387-4a07-8c51-5b27cf421fe6","block_type":"box","text":"Fund will issue and cause the delivery of the Creation Unit.","page_number":74,"box":{"x":60,"y":475,"width":407,"height":12}},{"id":"90b1e295-4154-43d4-a517-7809fd5cdb85","block_type":"box","text":"Creation Units of the Fund are generally issued on a “T+1 basis” (","page_number":74,"box":{"x":59,"y":501,"width":455,"height":13}},{"id":"47c8dfd2-07ba-4fef-863c-ef153a736446","block_type":"box","text":"i.e","page_number":74,"box":{"x":515,"y":502,"width":15,"height":9}},{"id":"6140b33a-1bf5-4b31-ad09-39d175cec7b7","block_type":"box","text":"., one Business Day after trade date). However, the Fund","page_number":74,"box":{"x":531,"y":501,"width":390,"height":13}},{"id":"87a91742-b871-4c58-b671-4dffc64bbe3d","block_type":"box","text":"reserves the right to settle Creation Unit transactions on a different basis, if necessary or appropriate under the circumstances","page_number":74,"box":{"x":60,"y":516,"width":878,"height":13}},{"id":"b1ef3401-b597-4cf2-a3bd-e10abd9f56c7","block_type":"box","text":"and compliant with applicable law. These circumstances may include, among others, accommodating non-U.S. market","page_number":74,"box":{"x":59,"y":531,"width":833,"height":13}},{"id":"4cd7c5c5-0402-4676-80b0-aaaabd900a0f","block_type":"box","text":"holiday schedules and accounting for different treatment among non-U.S. and U.S. markets of dividend record dates and ex","page_number":74,"box":{"x":60,"y":547,"width":870,"height":12}},{"id":"b5495df2-4b8a-480f-93ba-57f3bca722d2","block_type":"box","text":"dividend dates (","page_number":74,"box":{"x":59,"y":562,"width":111,"height":12}},{"id":"ab2f4607-9e03-475a-9be8-f5bd5976f7c3","block_type":"box","text":"i.e.","page_number":74,"box":{"x":171,"y":563,"width":18,"height":8}},{"id":"812f2dc4-a8a1-4bef-b773-eb8913f6b212","block_type":"box","text":", the last day the holder of a security can sell the security and still receive dividends payable on the","page_number":74,"box":{"x":191,"y":562,"width":686,"height":12}},{"id":"89e1a729-0488-44b8-8611-0f217c13abdd","block_type":"box","text":"security).","page_number":74,"box":{"x":59,"y":577,"width":64,"height":12}},{"id":"1f8b2654-5ad8-4bac-a0c1-2364cea52e15","block_type":"box","text":"To the extent contemplated by an Authorized Participant Agreement with the Distributor, the Fund will issue Creation Units","page_number":74,"box":{"x":59,"y":603,"width":862,"height":13}},{"id":"3d45c23d-cd5b-4ebe-a925-301b1a4e4a2c","block_type":"box","text":"to such Authorized Participant, notwithstanding the fact that the corresponding Fund Deposits have not been received in","page_number":74,"box":{"x":59,"y":618,"width":847,"height":13}},{"id":"56f20f95-5a3e-4d89-9d0f-0cc6be120878","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":74,"box":{"x":59,"y":634,"width":876,"height":12}},{"id":"37bfee70-8591-4102-ae33-92f94aed1a5f","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":74,"box":{"x":59,"y":649,"width":879,"height":12}},{"id":"f8472861-95d7-4173-833b-fa7ce65b5fb2","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":74,"box":{"x":59,"y":664,"width":873,"height":12}},{"id":"6a72bc29-7a3d-49cd-80e6-4b00ede2ca11","block_type":"box","text":"the Fund. Such collateral must be delivered no later than the time specified by the Fund or its custodian on the contractual","page_number":74,"box":{"x":59,"y":679,"width":857,"height":12}},{"id":"ac18499b-7b2f-4541-98df-bb8b8ef06312","block_type":"box","text":"settlement date. Information concerning the Fund’s current procedures for collateralization of missing Deposit Securities is","page_number":74,"box":{"x":59,"y":694,"width":860,"height":12}},{"id":"65e6529d-03a2-4d3a-a8e0-0fbe9f3c465e","block_type":"box","text":"available from the Distributor or its agent. The Authorized Participant Agreement will permit the Fund to buy the missing","page_number":74,"box":{"x":59,"y":709,"width":845,"height":12}},{"id":"aadadb2b-d158-4107-a689-31764b804f59","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":74,"box":{"x":60,"y":724,"width":865,"height":13}},{"id":"32c1b699-f60f-4905-8e89-952ff6bc893e","block_type":"box","text":"Fund of purchasing such securities and the collateral including, without limitation, liability for related brokerage, borrowings","page_number":74,"box":{"x":60,"y":739,"width":867,"height":13}},{"id":"a16f7bc1-a652-4d7d-8871-872c692697f2","block_type":"box","text":"and other charges.","page_number":74,"box":{"x":59,"y":754,"width":130,"height":13}},{"id":"87d27bf8-b974-4545-9490-0f147576d684","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":74,"box":{"x":60,"y":781,"width":809,"height":12}},{"id":"b999a679-ecc4-4ed8-8579-15fb287afd80","block_type":"box","text":"instances, the Fund reserves the right to settle these transactions on a net basis or require a representation from the","page_number":74,"box":{"x":60,"y":796,"width":810,"height":12}},{"id":"f5e38d4d-2853-49d5-a5b1-040c35d71d77","block_type":"box","text":"Authorized Participants that the creation and redemption transactions are for separate beneficial owners. All questions as to","page_number":74,"box":{"x":59,"y":811,"width":868,"height":13}},{"id":"fadfbe91-a73b-4018-b04d-3a332c0e3b12","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":74,"box":{"x":59,"y":826,"width":875,"height":13}},{"id":"dbd4d8c0-fda3-4e01-ac44-039218d8e47b","block_type":"box","text":"any securities to be delivered shall be determined by the Fund and the Fund’s determination shall be final and binding.","page_number":74,"box":{"x":59,"y":841,"width":827,"height":13}},{"id":"3ce098d9-f687-4bc0-9e19-cf0e38b98e95","block_type":"box","text":"61","page_number":74,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"d5f79d3b-0f4c-4eec-990e-fe3378efd5a5","block_type":"box","text":"Costs Associated with Creation Transactions.","page_number":75,"box":{"x":59,"y":67,"width":325,"height":9}},{"id":"dc2d0c09-c113-41d6-8ee1-d229b08b31eb","block_type":"box","text":"A standard creation transaction fee is imposed to offset the transfer and","page_number":75,"box":{"x":397,"y":67,"width":504,"height":12}},{"id":"fb1dbddd-c79e-4308-b20a-9828ea6d7402","block_type":"box","text":"other transaction costs associated with the issuance of Creation Units. The standard creation transaction fee is charged to","page_number":75,"box":{"x":59,"y":82,"width":855,"height":12}},{"id":"0bf5b944-3cca-4771-adde-6359eefae30c","block_type":"box","text":"the Authorized Participant on the day such Authorized Participant creates a Creation Unit, and is the same, regardless of the","page_number":75,"box":{"x":59,"y":97,"width":866,"height":12}},{"id":"4bfa4dbd-23ec-4e1e-a54e-97fb3ccb66da","block_type":"box","text":"number of Creation Units purchased by the Authorized Participant on the applicable Business Day.","page_number":75,"box":{"x":60,"y":112,"width":685,"height":12}},{"id":"ed407cc1-6547-4f79-a6d9-ef88a5f231b1","block_type":"box","text":"In order to defray transaction expenses for the Fund and protect against possible shareholder dilution, if a creation","page_number":75,"box":{"x":60,"y":138,"width":800,"height":13}},{"id":"4d0ae57e-81d4-4650-b440-b4bd6da478c3","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":75,"box":{"x":59,"y":154,"width":869,"height":12}},{"id":"fbc7205a-5310-474d-9c3c-4a966e67adc4","block_type":"box","text":"amount shown below) certain brokerage, tax, foreign exchange, execution and other costs and expenses related to the","page_number":75,"box":{"x":59,"y":169,"width":832,"height":12}},{"id":"f129d8c2-1336-4df1-9eea-5d5d92a52995","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":75,"box":{"x":59,"y":184,"width":854,"height":12}},{"id":"93532864-e7a6-440d-b9da-43734b601c4c","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":75,"box":{"x":59,"y":199,"width":873,"height":12}},{"id":"b4ae4019-a11a-4832-a66b-59df244b923e","block_type":"box","text":"between the expected bid and offer side of the market and anticipated market impact). However, the Fund is not obligated to","page_number":75,"box":{"x":60,"y":214,"width":873,"height":12}},{"id":"66c4065a-f01f-4de1-a050-58ecd439a497","block_type":"box","text":"trade identical securities to the securities identified by BlackRock in estimating these transaction and other costs and","page_number":75,"box":{"x":59,"y":229,"width":817,"height":12}},{"id":"fa6d227d-720e-46b2-bfb4-2df2449ea3a3","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":75,"box":{"x":59,"y":244,"width":825,"height":13}},{"id":"8ff3ce35-4016-4691-aeb9-f3b00217f421","block_type":"box","text":"subject to the maximum amounts shown below.","page_number":75,"box":{"x":59,"y":259,"width":338,"height":13}},{"id":"dab67400-4b98-46cd-9b8d-107d269304eb","block_type":"box","text":"Authorized Participants will also bear the costs of transferring the Deposit Securities to the Fund. Certain fees/costs","page_number":75,"box":{"x":59,"y":286,"width":809,"height":12}},{"id":"d05db3a9-0810-4f42-ba44-0439f533e449","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":75,"box":{"x":59,"y":301,"width":866,"height":12}},{"id":"40d6a8d6-0a0c-44f3-a4e6-472980e2f4df","block_type":"box","text":"other financial intermediary to acquire Fund shares may be charged a fee for such services.","page_number":75,"box":{"x":59,"y":316,"width":637,"height":12}},{"id":"95be34af-58c1-472f-a9b6-11f2b693cf84","block_type":"box","text":"The following table sets forth the Fund’s standard creation transaction fees and maximum additional charge (as described","page_number":75,"box":{"x":59,"y":343,"width":856,"height":12}},{"id":"07364717-0f99-4a42-9194-ce10f761ccc5","block_type":"box","text":"above):","page_number":75,"box":{"x":59,"y":358,"width":50,"height":12}},{"id":"9da344b8-ff41-4227-b4d7-53ea7187d913","block_type":"box","text":"Standard Creation","page_number":75,"box":{"x":366,"y":387,"width":104,"height":8}},{"id":"c216568d-0616-415a-b7d6-64cbb8c8a55b","block_type":"box","text":"Transaction Fee","page_number":75,"box":{"x":372,"y":398,"width":91,"height":7}},{"id":"7ea56afe-86d0-4a35-967f-c9c5115836d0","block_type":"box","text":"Maximum Additional","page_number":75,"box":{"x":510,"y":387,"width":121,"height":8}},{"id":"f0182e10-73d8-464a-b612-c218dc2d3d69","block_type":"box","text":"Charge*","page_number":75,"box":{"x":547,"y":397,"width":47,"height":10}},{"id":"ccbf9753-9283-482d-834b-a130b3a0be88","block_type":"box","text":"$225 7.0%","page_number":75,"box":{"x":401,"y":419,"width":194,"height":11}},{"id":"9f54b95c-2af6-4e2e-885c-66d7b197c06c","block_type":"box","text":"* As a percentage of the net asset value per Creation Unit.","page_number":75,"box":{"x":89,"y":459,"width":328,"height":10}},{"id":"c0e4bdef-8a2f-408d-a0c9-820f34558492","block_type":"box","text":"Redemption of Creation Units.","page_number":75,"box":{"x":60,"y":482,"width":216,"height":13}},{"id":"006e7e53-cb92-4853-9286-60f7547a51b2","block_type":"box","text":"Shares of the Fund may be redeemed by Authorized Participants only in Creation Units at their NAV next determined after","page_number":75,"box":{"x":59,"y":509,"width":850,"height":12}},{"id":"24b5d697-721f-4482-a4cc-2b472d6c6aca","block_type":"box","text":"receipt of a redemption request in proper form by the Distributor or its agent and only on a Business Day. The Fund will not","page_number":75,"box":{"x":60,"y":524,"width":861,"height":12}},{"id":"85c015c2-48ec-4c72-ba8d-216d3dfdd95f","block_type":"box","text":"redeem shares in amounts less than Creation Units. There can be no assurance, however, that there will be sufficient liquidity","page_number":75,"box":{"x":60,"y":539,"width":873,"height":12}},{"id":"98c82c34-10c9-4a4b-a8e9-b319c3da121b","block_type":"box","text":"in the secondary market at any time to permit assembly of a Creation Unit. Investors should expect to incur brokerage and","page_number":75,"box":{"x":60,"y":554,"width":854,"height":13}},{"id":"48359cd9-ea26-4348-892f-9237e4d625b4","block_type":"box","text":"other costs in connection with assembling a sufficient number of shares to constitute a Creation Unit that could be redeemed","page_number":75,"box":{"x":59,"y":569,"width":879,"height":13}},{"id":"8f10dbb9-b2c0-43d1-a159-bf1457953ef6","block_type":"box","text":"by an Authorized Participant. Beneficial owners also may sell shares in the secondary market.","page_number":75,"box":{"x":60,"y":584,"width":649,"height":13}},{"id":"85942432-2d59-4d83-8672-4ba275534c9f","block_type":"box","text":"The Fund generally redeems Creation Units for Fund Securities (as defined below). Please see the","page_number":75,"box":{"x":59,"y":611,"width":679,"height":12}},{"id":"fde04794-65fe-4f24-969e-9629ab8e7b7b","block_type":"box","text":"Cash Redemption Method","page_number":75,"box":{"x":744,"y":611,"width":182,"height":12}},{"id":"7bc7ba50-82ce-4235-a2c9-57476d44da37","block_type":"box","text":"section below and the following discussion summarizing the in-kind method for further information on redeeming Creation","page_number":75,"box":{"x":59,"y":626,"width":864,"height":12}},{"id":"a043523c-ca65-4728-91fd-2ae427b77e86","block_type":"box","text":"Units of the Fund.","page_number":75,"box":{"x":60,"y":641,"width":123,"height":10}},{"id":"c89c0c83-6050-49c9-81f0-67891e8cdb53","block_type":"box","text":"The Fund publishes the designated portfolio of securities and other instruments (including any portion of such securities and","page_number":75,"box":{"x":59,"y":668,"width":876,"height":12}},{"id":"b4dd8a4f-6cdd-402a-9281-72722ea37ce1","block_type":"box","text":"other instruments for which cash may be substituted) that will be applicable to redemption requests received in proper form","page_number":75,"box":{"x":59,"y":683,"width":871,"height":12}},{"id":"116e8285-7c31-4711-856a-f9ae6e6e63fb","block_type":"box","text":"(as defined below) on that day (“Fund Securities” or “Redemption Basket”), and an amount of cash (the “Cash Amount,” as","page_number":75,"box":{"x":60,"y":698,"width":865,"height":12}},{"id":"ee8a7be8-38fe-4568-a3c2-f7ad2391107c","block_type":"box","text":"described below) in order to effect redemptions of Creation Units of the Fund. Such Fund Securities and Cash Amount will","page_number":75,"box":{"x":59,"y":713,"width":854,"height":12}},{"id":"61773633-fdf1-4255-bed2-f94705a4859f","block_type":"box","text":"remain in effect until such time as the next announced composition of the Fund Securities and Cash Amount is made","page_number":75,"box":{"x":60,"y":728,"width":821,"height":12}},{"id":"79e74909-b79b-4d91-be6a-7fba2aaf4b35","block_type":"box","text":"available. The Fund Securities and Cash Amount are subject to possible amendment or correction. Fund Securities received","page_number":75,"box":{"x":59,"y":743,"width":862,"height":12}},{"id":"31e5424a-4bc3-45fe-9d9a-fd4f96af9f80","block_type":"box","text":"on redemption may not be identical to Deposit Securities that are applicable to creations of Creation Units. Procedures and","page_number":75,"box":{"x":59,"y":758,"width":859,"height":13}},{"id":"69974dab-41cb-4cf6-9752-d0a8f0f9e2ce","block_type":"box","text":"requirements governing redemption transactions are set forth in the handbook for Authorized Participants and may change","page_number":75,"box":{"x":60,"y":773,"width":864,"height":13}},{"id":"172b35cd-28d3-4bfd-b856-f5207f158aec","block_type":"box","text":"from time to time.","page_number":75,"box":{"x":59,"y":788,"width":126,"height":10}},{"id":"f80219ef-69f8-41e7-92d8-19c130450b17","block_type":"box","text":"Unless cash redemptions are available or specified for the Fund, the redemption proceeds for a Creation Unit generally","page_number":75,"box":{"x":60,"y":815,"width":826,"height":12}},{"id":"63c916b7-ae67-4800-aad9-22175c6ac62b","block_type":"box","text":"consist of Fund Securities, plus the Cash Amount, which is an amount equal to the difference between the NAV of the shares","page_number":75,"box":{"x":59,"y":830,"width":873,"height":12}},{"id":"ab8c21fa-99ba-4cab-bd2e-1b84920d1b46","block_type":"box","text":"being redeemed, as next determined after the receipt of a redemption request in proper form, and the value of Fund","page_number":75,"box":{"x":60,"y":845,"width":810,"height":13}},{"id":"1377491c-4302-4d0d-95c8-c447dba54ad7","block_type":"box","text":"Securities, less a redemption transaction fee (as described below).","page_number":75,"box":{"x":59,"y":860,"width":462,"height":13}},{"id":"61539084-1a93-4817-b7e4-792196dddd60","block_type":"box","text":"62","page_number":75,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"e85647da-f332-4bab-9d68-b81431c6d21f","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":76,"box":{"x":59,"y":67,"width":873,"height":12}},{"id":"e64b4e38-0092-40ce-adf2-4614f1f38d96","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":76,"box":{"x":60,"y":82,"width":825,"height":12}},{"id":"449151d8-bd0b-42ff-ab2b-4543285ba3cb","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":76,"box":{"x":59,"y":97,"width":822,"height":12}},{"id":"00a7836c-cca6-4754-9e7b-7e31ae32fe5d","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":76,"box":{"x":60,"y":112,"width":863,"height":12}},{"id":"69040200-c236-4951-a50d-e52815831e1c","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":76,"box":{"x":59,"y":127,"width":880,"height":12}},{"id":"a564d60e-658d-40bd-a788-1a57dc1189ba","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":76,"box":{"x":59,"y":142,"width":868,"height":13}},{"id":"e4251a23-1588-457a-931b-90aafc1a7ec8","block_type":"box","text":"be settled or otherwise delivered in time to facilitate an in-kind redemption; or (v) in certain other situations. The amount of","page_number":76,"box":{"x":60,"y":157,"width":867,"height":13}},{"id":"6675ae98-889b-4be2-9b5c-de55fba8cc1a","block_type":"box","text":"cash paid out in such cases will be equivalent to the value of the substituted security listed as a Fund Security. In the event","page_number":76,"box":{"x":59,"y":172,"width":855,"height":13}},{"id":"6c74e47b-3e88-46ae-b98f-4366acb4137e","block_type":"box","text":"that the Fund Securities have a value greater than the NAV of the shares, a compensating cash payment equal to the","page_number":76,"box":{"x":59,"y":188,"width":815,"height":12}},{"id":"4d1c9720-492e-43d1-97dd-de915081e80d","block_type":"box","text":"difference is required to be made by or through an Authorized Participant by the redeeming shareholder. The Fund generally","page_number":76,"box":{"x":59,"y":203,"width":867,"height":12}},{"id":"e74df6d0-7be7-4f09-85a3-07cb7aa79c87","block_type":"box","text":"redeems Creation Units for Fund Securities, but the Fund reserves the right to utilize a cash option for redemption of Creation","page_number":76,"box":{"x":60,"y":218,"width":875,"height":12}},{"id":"c0bb33dc-67b9-4381-be32-eff17f867c6c","block_type":"box","text":"Units. The Redemption Basket may also be modified to minimize the Cash Component by redistributing the cash to the Fund","page_number":76,"box":{"x":60,"y":233,"width":871,"height":12}},{"id":"31b8757a-6296-4792-83ae-977d4bdf0eb1","block_type":"box","text":"Securities portion of the Redemption Basket through systematically rounding. The rounding methodology allows position","page_number":76,"box":{"x":59,"y":248,"width":850,"height":12}},{"id":"ce115be2-ac81-48f0-a308-e7a714d74924","block_type":"box","text":"sizes of securities in the Fund Securities to be “rounded up,” while limiting the maximum allowed percentage change in","page_number":76,"box":{"x":59,"y":263,"width":835,"height":12}},{"id":"92be6d6e-6ee6-4571-a335-1dafc14017e7","block_type":"box","text":"weight and share quantity of any given security in the Redemption Basket. Redemption Baskets may also be modified to","page_number":76,"box":{"x":59,"y":278,"width":838,"height":13}},{"id":"4423305f-77a5-4b2d-951c-0417becb8ecf","block_type":"box","text":"position a fund towards a forward index rebalance to reflect revisions that account for index additions, deletions, and re","page_number":76,"box":{"x":59,"y":293,"width":842,"height":13}},{"id":"7c16263b-a6d6-4166-a531-58698c8b5906","block_type":"box","text":"weights.","page_number":76,"box":{"x":59,"y":308,"width":58,"height":13}},{"id":"b3e302e2-180e-4acf-b53d-85d35d8891ef","block_type":"box","text":"Cash Redemption Method.","page_number":76,"box":{"x":59,"y":335,"width":191,"height":12}},{"id":"ee93682a-105a-44d3-8ab8-93024403b793","block_type":"box","text":"Although the Trust does not generally permit partial or full cash redemptions of Creation Units","page_number":76,"box":{"x":263,"y":335,"width":661,"height":12}},{"id":"0025dcf3-0164-4dd3-ba2d-7ecfd3846fda","block_type":"box","text":"of its funds, when partial or full cash redemptions of Creation Units are available or specified for the Fund, they will be","page_number":76,"box":{"x":59,"y":350,"width":823,"height":12}},{"id":"dbd517a3-10d9-452b-86ad-f37a8f285ebb","block_type":"box","text":"effected in essentially the same manner as in-kind redemptions thereof. In the case of partial or full cash redemption, the","page_number":76,"box":{"x":59,"y":365,"width":845,"height":13}},{"id":"f1423801-8f38-4d44-bbe5-c0c862e9810c","block_type":"box","text":"Authorized Participant receives the cash equivalent of the Fund Securities it would otherwise receive through an in-kind","page_number":76,"box":{"x":59,"y":380,"width":837,"height":13}},{"id":"1ccbde28-a3a7-40ab-b298-fb2786e44b54","block_type":"box","text":"redemption, plus the same Cash Amount to be paid to an in-kind redeemer.","page_number":76,"box":{"x":60,"y":395,"width":528,"height":13}},{"id":"685ed43f-9b46-40c6-887c-6b5a83faa1bc","block_type":"box","text":"Costs Associated with Redemption Transactions.","page_number":76,"box":{"x":59,"y":422,"width":352,"height":12}},{"id":"135363ef-ef29-4769-9c3f-9f5481a28be9","block_type":"box","text":"A redemption transaction fee is imposed to offset transfer and other transaction costs that may be incurred by the Fund. The","page_number":76,"box":{"x":59,"y":448,"width":874,"height":13}},{"id":"ee0ab12b-e821-4271-9b34-328402b4c560","block_type":"box","text":"standard redemption transaction fee is charged to the Authorized Participant on the day such Authorized Participant redeems","page_number":76,"box":{"x":59,"y":463,"width":879,"height":13}},{"id":"8c05001c-2514-4aa8-b788-6c076d30a587","block_type":"box","text":"a Creation Unit, and is the same regardless of the number of Creation Units redeemed by an Authorized Participant on the","page_number":76,"box":{"x":59,"y":479,"width":852,"height":12}},{"id":"b6ec98d2-0392-4b99-b85e-3eca5972b952","block_type":"box","text":"applicable Business Day.","page_number":76,"box":{"x":59,"y":494,"width":169,"height":12}},{"id":"3a529d63-731f-4e1e-a3e6-e4d12484b193","block_type":"box","text":"In order to defray transaction expenses for the Fund and protect against possible shareholder dilution, if a redemption","page_number":76,"box":{"x":60,"y":520,"width":824,"height":12}},{"id":"a6095c33-5cc7-4216-aace-82d3b5b20913","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":76,"box":{"x":59,"y":535,"width":869,"height":13}},{"id":"97721723-4456-4937-9e81-24a9318cd81a","block_type":"box","text":"amount shown below) certain brokerage, tax, foreign exchange, execution and other costs and expenses related to the","page_number":76,"box":{"x":59,"y":550,"width":832,"height":13}},{"id":"8d79a1fd-da7d-45b2-8c6f-1d518a61e51f","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":76,"box":{"x":59,"y":566,"width":854,"height":12}},{"id":"72d79ad1-e15e-438d-93fc-03ccad6ddca7","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":76,"box":{"x":59,"y":581,"width":873,"height":12}},{"id":"af42ec36-9a2c-40f0-9323-37546d8949c6","block_type":"box","text":"between the expected bid and offer side of the market and anticipated market impact). However, the Fund is not obligated to","page_number":76,"box":{"x":60,"y":596,"width":873,"height":12}},{"id":"14980a77-26d3-43c7-ac3a-0153f636debb","block_type":"box","text":"trade identical securities to the securities identified by BlackRock in estimating these transaction and other costs and","page_number":76,"box":{"x":59,"y":611,"width":817,"height":12}},{"id":"c606355c-04e4-41a4-96de-725a852f6f77","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":76,"box":{"x":59,"y":626,"width":825,"height":12}},{"id":"c66416f4-5897-4f3d-a3f4-9f71e92146bd","block_type":"box","text":"subject to the maximum amounts shown below.","page_number":76,"box":{"x":59,"y":641,"width":338,"height":12}},{"id":"2b446a0a-f9c8-4724-a78e-e165ff576824","block_type":"box","text":"Authorized Participants will also bear the costs of transferring the Fund Securities from the Fund to their account on their","page_number":76,"box":{"x":59,"y":668,"width":850,"height":12}},{"id":"d3de1940-e63c-4882-af5e-b29b17849938","block_type":"box","text":"order. Certain fees/costs associated with redemption transactions may be waived in certain circumstances. Investors who","page_number":76,"box":{"x":59,"y":683,"width":852,"height":12}},{"id":"25322c52-6b8e-43b0-bf22-c50f1dc5e8e0","block_type":"box","text":"use the services of a broker or other financial intermediary to dispose of Fund shares may be charged a fee for such services.","page_number":76,"box":{"x":60,"y":698,"width":870,"height":12}},{"id":"94a0b36d-5021-4aba-ac27-1c62c112afb2","block_type":"box","text":"The following table sets forth the Fund’s standard redemption transaction fees and maximum additional charge (as","page_number":76,"box":{"x":59,"y":724,"width":808,"height":13}},{"id":"2faa672a-f100-4561-ad1e-18940b3b3592","block_type":"box","text":"described above):","page_number":76,"box":{"x":59,"y":739,"width":123,"height":13}},{"id":"5fef12af-848d-46f4-8465-ed67920777a4","block_type":"box","text":"Standard Redemption","page_number":76,"box":{"x":355,"y":769,"width":125,"height":10}},{"id":"a62465c8-6d68-4e84-90b8-d0d2bee88e77","block_type":"box","text":"Transaction Fee","page_number":76,"box":{"x":372,"y":780,"width":91,"height":7}},{"id":"51599422-9e27-4e35-bc17-f627abd23550","block_type":"box","text":"Maximum Additional","page_number":76,"box":{"x":521,"y":769,"width":121,"height":8}},{"id":"0227c157-0b30-4431-a40e-c5ba9707b9e1","block_type":"box","text":"Charge*","page_number":76,"box":{"x":558,"y":779,"width":47,"height":10}},{"id":"c9ea59c4-cb79-4a8d-ad89-3cbaa070ff12","block_type":"box","text":"$225 2.0%","page_number":76,"box":{"x":401,"y":801,"width":205,"height":11}},{"id":"149665ca-024c-4f51-8285-1e495352dee9","block_type":"box","text":"* As a percentage of the net asset value per Creation Unit, inclusive of the standard redemption transaction fee.","page_number":76,"box":{"x":89,"y":841,"width":628,"height":10}},{"id":"d0381a94-2a1d-428a-9537-e6d4787e3ac0","block_type":"box","text":"63","page_number":76,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"20e0ef33-ab10-4ad3-8a9a-bcf493eb48cb","block_type":"box","text":"Placement of Redemption Orders.","page_number":77,"box":{"x":60,"y":67,"width":243,"height":12}},{"id":"efb1cd8e-479c-4ee3-b018-9a9584fc3dd0","block_type":"box","text":"Redemption requests for Creation Units of the Fund must be submitted to the Distributor","page_number":77,"box":{"x":312,"y":67,"width":624,"height":12}},{"id":"516cf76d-fcd4-4c98-bd1f-0e86b5d7300d","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":77,"box":{"x":59,"y":82,"width":877,"height":12}},{"id":"63a360a1-ef3f-4860-a4f8-fd49c663d2ef","block_type":"box","text":"shares of the Fund generally before 4:00 p.m., Eastern time on any Business Day in order to receive that day’s NAV. On days","page_number":77,"box":{"x":59,"y":97,"width":861,"height":12}},{"id":"c8cedabb-36de-4a0f-bad4-dfc7611bc64f","block_type":"box","text":"when the Listing Exchange closes earlier than normal, the Fund may require orders to redeem Creation Units to be placed","page_number":77,"box":{"x":59,"y":112,"width":850,"height":12}},{"id":"78cdd5c1-db70-48b7-89d0-a767f225aae3","block_type":"box","text":"earlier that day. Investors, other than Authorized Participants, are responsible for making arrangements for a redemption","page_number":77,"box":{"x":59,"y":127,"width":842,"height":12}},{"id":"b64d8766-1cc3-48f4-920d-97fd73cee1e9","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":77,"box":{"x":60,"y":142,"width":851,"height":13}},{"id":"5d09c0de-908f-4101-9ba6-6bbd90882418","block_type":"box","text":"Participants upon request.","page_number":77,"box":{"x":60,"y":158,"width":182,"height":12}},{"id":"6c444671-80b3-4705-ac6e-66773ad7f133","block_type":"box","text":"The Authorized Participant must transmit the request for redemption in the form required by the Fund to the Distributor or its","page_number":77,"box":{"x":59,"y":184,"width":879,"height":12}},{"id":"929a83b5-5ddc-4016-9888-170126adfac1","block_type":"box","text":"agent in accordance with procedures set forth in the Authorized Participant Agreement. Investors should be aware that their","page_number":77,"box":{"x":59,"y":199,"width":870,"height":12}},{"id":"64830d8e-8542-487e-9475-cf60a3770ecd","block_type":"box","text":"particular broker may not have executed an Authorized Participant Agreement and that, therefore, requests to redeem","page_number":77,"box":{"x":59,"y":214,"width":825,"height":12}},{"id":"9822eb1a-ebcb-4c6f-bfd5-d45903de4579","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":77,"box":{"x":59,"y":229,"width":824,"height":12}},{"id":"548c6726-318a-446b-9441-da6eed4521f3","block_type":"box","text":"Authorized Participant Agreement. At any time, only a limited number of broker-dealers will have an Authorized Participant","page_number":77,"box":{"x":59,"y":244,"width":861,"height":13}},{"id":"4a3e0408-2384-4b56-88d5-8f425a7ff68d","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":77,"box":{"x":59,"y":259,"width":876,"height":13}},{"id":"bf9431ac-08b3-4188-82d0-e3683434760b","block_type":"box","text":"by such Authorized Participant. Investors making a request to redeem Creation Units should allow sufficient time to permit","page_number":77,"box":{"x":60,"y":274,"width":856,"height":13}},{"id":"66ee67c5-57f2-4c40-b07a-0515ee3487cc","block_type":"box","text":"proper submission of the request by an Authorized Participant and transfer of the shares to the Fund’s transfer agent; such","page_number":77,"box":{"x":59,"y":290,"width":858,"height":12}},{"id":"f2befc98-c39d-42c6-ab5c-0fed99af5faa","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":77,"box":{"x":60,"y":305,"width":842,"height":12}},{"id":"cfea14ad-a0c2-43d7-affa-0f971e8e4b9c","block_type":"box","text":"other financial intermediaries if such intermediaries are not Authorized Participants.","page_number":77,"box":{"x":59,"y":320,"width":585,"height":12}},{"id":"f7fa8193-45e9-4f70-a261-1c397a311f83","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":77,"box":{"x":59,"y":346,"width":850,"height":13}},{"id":"bc80a7bc-fc68-4308-89d1-c42e7871e4d0","block_type":"box","text":"transferred to the Fund’s transfer agent the Creation Unit redeemed through the book-entry system of DTC so as to be","page_number":77,"box":{"x":59,"y":361,"width":829,"height":13}},{"id":"7d5cbeb2-1817-44ac-a5ff-c7f9ec3804e0","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":77,"box":{"x":59,"y":377,"width":834,"height":12}},{"id":"8e2d1595-34f0-4af0-842d-c4f596470c58","block_type":"box","text":"request in form satisfactory to the Fund is received by the Distributor or its agent from the Authorized Participant on behalf of","page_number":77,"box":{"x":60,"y":392,"width":880,"height":12}},{"id":"3b82e341-1eb5-4eff-964f-2c6bd01af280","block_type":"box","text":"itself or another redeeming investor within the time periods specified above; and (iii) all other procedures set forth in the","page_number":77,"box":{"x":60,"y":407,"width":841,"height":12}},{"id":"5edc0741-f285-450a-a245-f456bf6c8016","block_type":"box","text":"Authorized Participant Agreement are properly followed.","page_number":77,"box":{"x":59,"y":422,"width":394,"height":12}},{"id":"84b4dd52-65cf-4c3d-9181-6a2f72bc6281","block_type":"box","text":"Upon receiving a redemption request, the Distributor or its agent shall notify the Fund and the Fund’s transfer agent of such","page_number":77,"box":{"x":60,"y":448,"width":867,"height":13}},{"id":"4147695c-eb4c-46db-a774-e11720328732","block_type":"box","text":"redemption request. The tender of an investor’s shares for redemption and the distribution of the securities and/or cash","page_number":77,"box":{"x":60,"y":463,"width":839,"height":13}},{"id":"be716d19-78a6-4f9c-aa9b-1908ff1f375e","block_type":"box","text":"included in the redemption payment made in respect of Creation Units redeemed will be made through DTC and the relevant","page_number":77,"box":{"x":60,"y":479,"width":873,"height":12}},{"id":"0fc5a6ad-ebe1-4689-a37b-35e41db494e3","block_type":"box","text":"Authorized Participant to the Beneficial Owner thereof as recorded on the book-entry system of DTC or the DTC Participant","page_number":77,"box":{"x":59,"y":494,"width":862,"height":12}},{"id":"9ef15bd0-677e-4e24-93ca-ae4f6021efdd","block_type":"box","text":"through which such investor holds, as the case may be, or by such other means specified by the Authorized Participant","page_number":77,"box":{"x":59,"y":509,"width":832,"height":12}},{"id":"f7c1a33a-39a8-4870-ab1a-0e4edd0b3f20","block_type":"box","text":"submitting the redemption request.","page_number":77,"box":{"x":59,"y":524,"width":248,"height":12}},{"id":"3b139512-8b8d-4e7c-aa51-4b57cc68272a","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":77,"box":{"x":59,"y":550,"width":854,"height":13}},{"id":"282ad742-1a9e-471e-9890-984a9d744379","block_type":"box","text":"appropriate security arrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction in","page_number":77,"box":{"x":59,"y":566,"width":837,"height":12}},{"id":"4208d9c2-ff8f-42fa-97a1-fabd63e3e321","block_type":"box","text":"which any of the portfolio securities are customarily traded, to which account such portfolio securities will be delivered.","page_number":77,"box":{"x":59,"y":581,"width":836,"height":12}},{"id":"270f84c8-8dbc-4609-b6c4-50f30d1c092f","block_type":"box","text":"Deliveries of redemption proceeds by the Fund are generally made within one Business Day (","page_number":77,"box":{"x":60,"y":607,"width":648,"height":12}},{"id":"46d4d10d-e0bb-4ca1-a375-837effe4bd9f","block_type":"box","text":"i.e.","page_number":77,"box":{"x":709,"y":608,"width":17,"height":9}},{"id":"55f2c32a-08d1-43e4-a3c6-dcdb3024ce90","block_type":"box","text":", “T+1”). However, the Fund","page_number":77,"box":{"x":729,"y":607,"width":191,"height":12}},{"id":"69e7d991-39f8-45ef-85b8-1f095e053875","block_type":"box","text":"reserves the right to settle deliveries of redemption proceeds on a different basis, if necessary or appropriate under the","page_number":77,"box":{"x":60,"y":622,"width":826,"height":13}},{"id":"815721fe-2088-4031-98a9-c01ba99e7447","block_type":"box","text":"circumstances and compliant with applicable law. These circumstances may include, among others, accommodating non","page_number":77,"box":{"x":59,"y":637,"width":858,"height":13}},{"id":"f29362a1-474c-4550-94bd-3e1b01c1f2db","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":60,"y":652,"width":855,"height":13}},{"id":"93260468-5b42-43c1-9a4e-ba20b183f49a","block_type":"box","text":"dates and dividend ex-dates (","page_number":77,"box":{"x":59,"y":668,"width":207,"height":12}},{"id":"51a68b41-34b2-4ef7-b468-60eacb0df8ce","block_type":"box","text":"i.e","page_number":77,"box":{"x":267,"y":668,"width":15,"height":9}},{"id":"707c4b34-9ed3-4819-a91c-8cb234268f6f","block_type":"box","text":"., the last date the holder of a security can sell the security and still receive dividends payable","page_number":77,"box":{"x":283,"y":668,"width":646,"height":12}},{"id":"ce517089-2f83-4545-a376-ecc5598a64be","block_type":"box","text":"on the security).","page_number":77,"box":{"x":59,"y":683,"width":113,"height":12}},{"id":"e208ab41-5401-46bb-a640-702f27b6ee25","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":77,"box":{"x":59,"y":709,"width":824,"height":12}},{"id":"d7d48337-38c5-44cf-8dcd-4a55c3c72670","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":77,"box":{"x":59,"y":724,"width":871,"height":13}},{"id":"5c362b4e-9a1e-4110-836c-6ad31aa0b0f5","block_type":"box","text":"Unit to be redeemed to the Fund, at or prior to the time specified by the Fund or its custodian on the Business Day after the","page_number":77,"box":{"x":60,"y":739,"width":861,"height":13}},{"id":"ffcd9b6c-baff-47b4-8e52-8fd3df907b6b","block_type":"box","text":"date of submission of such redemption request, the Distributor or its agent will accept the redemption request in reliance on","page_number":77,"box":{"x":59,"y":754,"width":871,"height":13}},{"id":"9f7896b9-f78b-4afd-bb83-9e44b5c33e10","block_type":"box","text":"the undertaking by the Authorized Participant to deliver the missing shares as soon as possible. Such undertaking shall be","page_number":77,"box":{"x":59,"y":770,"width":852,"height":12}},{"id":"888383e5-783a-4d12-9641-d4c7bb5a208c","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":77,"box":{"x":59,"y":785,"width":851,"height":12}},{"id":"d7ad4e35-6012-4886-ad2f-7710b317af4e","block_type":"box","text":"Participants. Such collateral must be delivered no later than the time specified by the Fund or its custodian on the Business","page_number":77,"box":{"x":60,"y":800,"width":857,"height":12}},{"id":"28b68d1d-e289-4231-b631-fc86adfd58b9","block_type":"box","text":"Day after the date of submission of such redemption request and shall be held by State Street and marked-to-market daily.","page_number":77,"box":{"x":60,"y":815,"width":857,"height":12}},{"id":"1f0a4ae5-b11c-4088-b184-5f24a2e05a62","block_type":"box","text":"The fees of State Street and any sub-custodians in respect of the delivery, maintenance and redelivery of the collateral shall","page_number":77,"box":{"x":59,"y":830,"width":859,"height":12}},{"id":"dd4d9199-0214-4ba4-8354-c0edd6b2aa0c","block_type":"box","text":"be payable by the Authorized Participant. The Authorized Participant Agreement permits the Fund to acquire shares of the","page_number":77,"box":{"x":60,"y":845,"width":853,"height":13}},{"id":"df795fe8-e5f9-4454-a8a2-1fc5073559cb","block_type":"box","text":"Fund at any time and subjects the Authorized Participant to liability for any shortfall between the aggregate of the cost to the","page_number":77,"box":{"x":60,"y":860,"width":874,"height":13}},{"id":"fb19f0d0-6e6c-4421-9169-b1fe8461d99f","block_type":"box","text":"64","page_number":77,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"997a4ab4-f60d-4e81-806f-c5916b3e92d1","block_type":"box","text":"Fund of purchasing such shares, plus the value of the Cash Amount, and the value of the collateral together with liability for","page_number":78,"box":{"x":60,"y":67,"width":866,"height":12}},{"id":"3c5b2b1a-31d8-453d-b99c-1ce9c000c65d","block_type":"box","text":"related brokerage and other charges.","page_number":78,"box":{"x":60,"y":82,"width":256,"height":12}},{"id":"cc418093-74b0-4e37-ac1d-55a0aa1fc9a9","block_type":"box","text":"The right of redemption may be suspended or the date of payment postponed with respect to the Fund: (i) for any period","page_number":78,"box":{"x":59,"y":108,"width":849,"height":13}},{"id":"be8c2211-acb2-40a7-8779-08eaf5bb509a","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":78,"box":{"x":59,"y":123,"width":868,"height":13}},{"id":"ffa6b7a4-5c86-4a24-9cc0-db22cf3eebcb","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":78,"box":{"x":59,"y":138,"width":862,"height":13}},{"id":"eb752af0-bd70-461f-8b28-61136897e803","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":78,"box":{"x":60,"y":154,"width":809,"height":12}},{"id":"91104937-f552-4b5f-af44-affcda1e66fc","block_type":"box","text":"practicable; or (iv) in such other circumstance as is permitted by the SEC.","page_number":78,"box":{"x":59,"y":169,"width":511,"height":12}},{"id":"66dad223-ab14-4d58-a038-d709cc2c19e7","block_type":"box","text":"Custom Baskets.","page_number":78,"box":{"x":59,"y":195,"width":118,"height":10}},{"id":"358c29c9-1641-4fb4-9733-89a25dd41d17","block_type":"box","text":"Creation and Redemption baskets may differ and the Fund will accept “custom baskets.” A custom basket","page_number":78,"box":{"x":187,"y":195,"width":739,"height":12}},{"id":"c04754cb-a2be-4679-9fda-591b74d09e37","block_type":"box","text":"may include any of the following: (i) a basket that is composed of a non-representative selection of the Fund’s portfolio","page_number":78,"box":{"x":60,"y":210,"width":832,"height":13}},{"id":"c3882f6f-a01a-4301-9e45-10303866be36","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":78,"box":{"x":60,"y":225,"width":872,"height":13}},{"id":"519c0e6d-1c0e-455c-a501-ea5060c24881","block_type":"box","text":"(iii) a basket that contains bespoke cash substitutions for a single Authorized Participant. The Fund has adopted policies and","page_number":78,"box":{"x":60,"y":240,"width":870,"height":13}},{"id":"d220b62b-3e9e-41c6-a240-718b748c9a11","block_type":"box","text":"procedures that govern the construction and acceptance of baskets, including heightened requirements for certain types of","page_number":78,"box":{"x":59,"y":256,"width":866,"height":12}},{"id":"16b9cc57-2775-42a2-aa39-59c30c7b1aa4","block_type":"box","text":"custom baskets. Such policies and procedures provide the parameters for the construction and acceptance of custom","page_number":78,"box":{"x":59,"y":271,"width":824,"height":12}},{"id":"ec629273-f579-414d-bc62-2273ff8d954b","block_type":"box","text":"baskets that are in the best interests of the Fund and its shareholders, establish processes for revisions to, or deviations from,","page_number":78,"box":{"x":60,"y":286,"width":873,"height":12}},{"id":"2d8a43cd-af08-42f7-87bc-0b08e3a5a1f7","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":78,"box":{"x":59,"y":301,"width":872,"height":12}},{"id":"33e21fb8-7951-4ed6-bd94-209c4386f5b6","block_type":"box","text":"compliance with those parameters. In addition, when constructing custom baskets for redemptions, the tax efficiency of the","page_number":78,"box":{"x":59,"y":316,"width":870,"height":12}},{"id":"01c3eadf-7138-4274-a5f0-18f5cdd63fba","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":78,"box":{"x":60,"y":331,"width":870,"height":13}},{"id":"ee511600-9467-4a5c-b27c-8223393f1259","block_type":"box","text":"be used for the Fund and impose different requirements for different types of custom baskets in order to seek to mitigate","page_number":78,"box":{"x":60,"y":346,"width":845,"height":13}},{"id":"6cc9dfec-b8ba-4101-a330-bb0260226a63","block_type":"box","text":"against potential risks of conflicts and/or overreaching by an Authorized Participant. BlackRock has established a governance","page_number":78,"box":{"x":59,"y":361,"width":877,"height":13}},{"id":"e934d151-98ab-4540-9c68-d7b25e9dc164","block_type":"box","text":"process to oversee basket compliance for the Fund, as set forth in the Fund’s policies and procedures.","page_number":78,"box":{"x":59,"y":377,"width":711,"height":12}},{"id":"43839b3a-0b2f-4f6f-91b4-49c6d92de86c","block_type":"box","text":"Taxation on Creations and Redemptions of Creation Units.","page_number":78,"box":{"x":58,"y":403,"width":419,"height":12}},{"id":"ee90794c-3feb-43ae-9524-9d3f545ca187","block_type":"box","text":"An Authorized Participant generally will recognize either gain or","page_number":78,"box":{"x":490,"y":403,"width":445,"height":12}},{"id":"795fc316-4344-48fa-b4df-59461f401338","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":78,"box":{"x":60,"y":418,"width":864,"height":12}},{"id":"827fe7d8-1a65-41d8-84c9-f1af9bb611fd","block_type":"box","text":"the Creation Units purchased over the Authorized Participant’s aggregate basis in the Deposit Securities exchanged therefor.","page_number":78,"box":{"x":59,"y":433,"width":868,"height":13}},{"id":"6a7f6c09-a199-4ee1-9946-219564e82929","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":78,"box":{"x":60,"y":448,"width":870,"height":13}},{"id":"3f476a73-b22a-48f7-a020-195f8b671bb3","block_type":"box","text":"for Creation Units is not currently deductible. Authorized Participants should consult their own tax advisors.","page_number":78,"box":{"x":59,"y":463,"width":752,"height":13}},{"id":"b8b175e6-c227-4c8a-ae97-1c8ac549886c","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":78,"box":{"x":59,"y":490,"width":830,"height":12}},{"id":"55c00cc8-7722-4403-9c63-ee827cd87e3e","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":78,"box":{"x":59,"y":505,"width":862,"height":12}},{"id":"a8853f74-a8bf-4b1e-9c81-2b68013e3859","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":78,"box":{"x":59,"y":520,"width":860,"height":12}},{"id":"57a90dec-71d9-4430-93a0-c0692c9d06ea","block_type":"box","text":"assets.","page_number":78,"box":{"x":59,"y":537,"width":46,"height":8}},{"id":"cfc78e74-47e7-4bed-8562-a9c245740021","block_type":"box","text":"65","page_number":78,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"59f4aa08-c325-4942-8f36-b7be25d9d1f5","block_type":"box","text":"Taxes","page_number":79,"box":{"x":59,"y":69,"width":93,"height":21}},{"id":"89c892b9-17ba-43d6-8c53-32ad4678978f","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":79,"box":{"x":59,"y":108,"width":877,"height":13}},{"id":"dc21bdbb-b715-4f63-8657-94d14fb535e0","block_type":"box","text":"disposition of shares of the Fund. This summary does not address all of the potential U.S. federal income tax consequences","page_number":79,"box":{"x":59,"y":123,"width":862,"height":13}},{"id":"b89928db-c7a9-48c9-9cd9-9418a64d57a5","block_type":"box","text":"that may be applicable to the Fund or to all categories of investors, some of which may be subject to special tax rules.","page_number":79,"box":{"x":59,"y":138,"width":823,"height":13}},{"id":"23eec7cf-51b9-4a39-b553-8731e74e2755","block_type":"box","text":"Current and prospective shareholders are urged to consult their own tax advisors with respect to the specific U.S. federal,","page_number":79,"box":{"x":59,"y":154,"width":847,"height":12}},{"id":"2366ecaf-8811-4852-a353-812d6eeab888","block_type":"box","text":"state, local and non-U.S. tax consequences of investing in the Fund. The summary is based on the laws and judicial and","page_number":79,"box":{"x":59,"y":169,"width":835,"height":12}},{"id":"c8b54cc5-bb1b-4160-a733-26a03be079c7","block_type":"box","text":"administrative interpretations thereof in effect on the date of this SAI, all of which are subject to change, possibly with","page_number":79,"box":{"x":59,"y":184,"width":825,"height":12}},{"id":"0fb55eca-df39-443d-b2d9-a15edcf4d0ce","block_type":"box","text":"retroactive effect.","page_number":79,"box":{"x":60,"y":199,"width":119,"height":10}},{"id":"2f15f7ce-778f-4d95-b254-601c4cb36833","block_type":"box","text":"Regulated Investment Company Qualifications.","page_number":79,"box":{"x":60,"y":225,"width":338,"height":13}},{"id":"6ad8f0e5-5ae5-4dc1-9a60-ab81d16127bf","block_type":"box","text":"The Fund intends to qualify for treatment as a separate RIC under","page_number":79,"box":{"x":406,"y":225,"width":460,"height":13}},{"id":"05db7b48-b1dd-479f-ad73-f716dcdeb286","block_type":"box","text":"Subchapter M of the Internal Revenue Code. To qualify for treatment as a RIC, the Fund must annually distribute at least 90%","page_number":79,"box":{"x":59,"y":240,"width":877,"height":13}},{"id":"04ba83d4-2175-4b15-b78e-c5b033821b61","block_type":"box","text":"of its investment company taxable income (which includes dividends, interest and net short-term capital gains) and meet","page_number":79,"box":{"x":59,"y":256,"width":851,"height":12}},{"id":"c318e812-18e9-4172-b829-a48be82386fe","block_type":"box","text":"several other requirements. Among such other requirements are the following: (i) at least 90% of the Fund’s annual gross","page_number":79,"box":{"x":59,"y":271,"width":851,"height":12}},{"id":"2b2c86da-f5c2-4e20-8e56-a7302e5fc0b0","block_type":"box","text":"income must be derived from dividends, interest, payments with respect to securities loans, gains from the sale or other","page_number":79,"box":{"x":60,"y":286,"width":838,"height":12}},{"id":"622045c4-f4de-4d72-9b0d-df63b64df343","block_type":"box","text":"disposition of stock or securities or non-U.S. currencies, other income (including, but not limited to, gains from options,","page_number":79,"box":{"x":59,"y":301,"width":837,"height":12}},{"id":"2f2b675e-2e0a-48ee-a060-7ac27d355e01","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":79,"box":{"x":59,"y":316,"width":867,"height":12}},{"id":"51fb6340-3e4d-4f75-9dcc-9c491dc65a8f","block_type":"box","text":"income derived from interests in qualified publicly-traded partnerships (","page_number":79,"box":{"x":60,"y":331,"width":502,"height":13}},{"id":"b8bd78b0-1752-47f2-b761-6a12fe985f01","block_type":"box","text":"i.e.,","page_number":79,"box":{"x":563,"y":332,"width":21,"height":11}},{"id":"1ef644c3-1c2c-490e-8b0b-d5f4fdd3728c","block_type":"box","text":"partnerships that are traded on an established","page_number":79,"box":{"x":591,"y":331,"width":321,"height":13}},{"id":"db065364-d50c-4895-af97-c10a204c50e3","block_type":"box","text":"securities market or tradable on a secondary market, other than partnerships that derive at least 90% of their income from","page_number":79,"box":{"x":59,"y":346,"width":858,"height":13}},{"id":"aaf51281-413e-40f3-9c65-dc3fb8be6b1a","block_type":"box","text":"interest, dividends, capital gains and other traditionally permitted RIC income); and (ii) at the close of each quarter of the","page_number":79,"box":{"x":60,"y":361,"width":845,"height":13}},{"id":"ad53ccb8-8ca9-4c9b-8ec0-9c4630794f43","block_type":"box","text":"Fund’s taxable year, (a) at least 50% of the market value of the Fund’s total assets must be represented by cash and cash","page_number":79,"box":{"x":60,"y":377,"width":845,"height":12}},{"id":"08ab152c-da9c-4e6c-a6c7-d77739b21218","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":79,"box":{"x":60,"y":392,"width":878,"height":12}},{"id":"0464599a-15b4-45af-95d3-d994a4829bf8","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":79,"box":{"x":59,"y":407,"width":854,"height":12}},{"id":"25280fd6-4cc6-484a-b9e7-d3225901c837","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":79,"box":{"x":59,"y":422,"width":858,"height":12}},{"id":"06a027b1-6c0e-4cd7-8074-9f36a864ec47","block_type":"box","text":"total assets may be invested in the securities (other than U.S. government securities or the securities of other RICs) of any","page_number":79,"box":{"x":59,"y":437,"width":851,"height":12}},{"id":"7aab71bb-8dc9-4bf7-8924-78bfd5989f49","block_type":"box","text":"one issuer, of two or more issuers of which 20% or more of the voting stock is held by the Fund and that are engaged in the","page_number":79,"box":{"x":59,"y":452,"width":866,"height":12}},{"id":"d1c001f6-41cb-4bcd-8fc5-e9bbe3e50aec","block_type":"box","text":"same or similar trades or businesses or related trades or businesses, or the securities of one or more qualified publicly-traded","page_number":79,"box":{"x":59,"y":467,"width":875,"height":13}},{"id":"1d579c35-81cc-4f30-82ef-cf1a4074a3a9","block_type":"box","text":"partnerships.","page_number":79,"box":{"x":59,"y":482,"width":91,"height":13}},{"id":"192a90f7-b0b0-4860-85d8-e781d335d9d9","block_type":"box","text":"The 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":79,"box":{"x":59,"y":509,"width":852,"height":12}},{"id":"0d342dcb-21d0-432f-8e7f-8ec4138dfa5a","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":79,"box":{"x":59,"y":524,"width":858,"height":12}},{"id":"e3223163-3d88-49d7-968a-8ef9d21cd251","block_type":"box","text":"year, the Fund fails one of these tests and does not timely cure the failure, the Fund will be taxed in the same manner as an","page_number":79,"box":{"x":59,"y":539,"width":859,"height":12}},{"id":"83f07289-44d6-4cf2-b994-e8d89e206c84","block_type":"box","text":"ordinary corporation and distributions to its shareholders will not be deductible by the Fund in computing its taxable income.","page_number":79,"box":{"x":59,"y":554,"width":876,"height":13}},{"id":"5aca7c2e-2906-41a4-83f4-d41f156b89b0","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":79,"box":{"x":59,"y":581,"width":854,"height":12}},{"id":"eea6828b-1a37-4491-bcc2-c9da8e6ca526","block_type":"box","text":"with respect to items attributable to interests in qualified publicly-traded partnerships. The Fund’s investments in","page_number":79,"box":{"x":59,"y":596,"width":791,"height":12}},{"id":"5b2baff0-068b-49c6-8bd6-b2d6c28153bb","block_type":"box","text":"partnerships, including in qualified publicly-traded partnerships, may result in the Fund being subject to state, local, or non","page_number":79,"box":{"x":59,"y":611,"width":865,"height":12}},{"id":"edec92d6-059f-45a8-ae5a-d33c2eab8c43","block_type":"box","text":"U.S. income, franchise or withholding tax liabilities.","page_number":79,"box":{"x":60,"y":626,"width":355,"height":12}},{"id":"be879257-d35a-4d2b-b306-c2b80e8c3f91","block_type":"box","text":"Taxation of RICs.","page_number":79,"box":{"x":58,"y":652,"width":121,"height":10}},{"id":"4bfc58f3-e750-4136-a8ac-67a4e761b404","block_type":"box","text":"As a RIC, the Fund will not be subject to U.S. federal income tax on the portion of its taxable investment","page_number":79,"box":{"x":188,"y":652,"width":725,"height":13}},{"id":"f899efe2-e60a-424e-b391-05e36bf568ee","block_type":"box","text":"income and capital gains that it distributes to its shareholders, provided that it satisfies a minimum distribution requirement.","page_number":79,"box":{"x":60,"y":668,"width":870,"height":12}},{"id":"3d50add4-fc0a-4b41-8afe-a55f137a09c8","block_type":"box","text":"To satisfy the minimum distribution requirement, the Fund must distribute to its shareholders at least the sum of (i) 90% of","page_number":79,"box":{"x":59,"y":683,"width":867,"height":12}},{"id":"6f586896-0c52-4884-ba83-8faadc58e242","block_type":"box","text":"its “investment company taxable income” (i.e., income other than the excess of its net realized long-term capital gain over its","page_number":79,"box":{"x":60,"y":698,"width":873,"height":12}},{"id":"dddba98b-1594-4706-8984-5c377b365fd8","block_type":"box","text":"net realized short-term capital loss), plus or minus certain adjustments, and (ii) 90% of its net tax-exempt income for the","page_number":79,"box":{"x":60,"y":713,"width":847,"height":12}},{"id":"1e59b17c-b0d3-4791-b1d1-f194d098990e","block_type":"box","text":"taxable year. The Fund will be subject to income tax at regular corporate rates on any taxable income or gains that it does not","page_number":79,"box":{"x":59,"y":728,"width":879,"height":12}},{"id":"15cec4c4-182c-4079-bbf5-b27f6e5d74c6","block_type":"box","text":"distribute to its shareholders. If the Fund fails to qualify for any taxable year as a RIC or fails to meet the distribution","page_number":79,"box":{"x":59,"y":743,"width":807,"height":12}},{"id":"2846238b-844e-4424-81b6-dfde6113b28b","block_type":"box","text":"requirement, all of its taxable income will be subject to tax at regular corporate income tax rates without any deduction for","page_number":79,"box":{"x":60,"y":758,"width":858,"height":13}},{"id":"aa8f4804-5f6d-4b08-a47e-08038265d5d0","block_type":"box","text":"distributions to shareholders, and such distributions generally will be taxable to shareholders as ordinary dividends to the","page_number":79,"box":{"x":59,"y":773,"width":849,"height":13}},{"id":"234bef55-5f27-4940-b5f2-3ef3d261c59d","block_type":"box","text":"extent of the Fund’s current and accumulated earnings and profits. In such event, distributions to individuals should be","page_number":79,"box":{"x":59,"y":788,"width":834,"height":13}},{"id":"d36811d0-9a2b-43bf-90e9-b962114530e8","block_type":"box","text":"eligible to be treated as qualified dividend income and distributions to corporate shareholders generally should be eligible for","page_number":79,"box":{"x":59,"y":804,"width":874,"height":12}},{"id":"099c3164-aa4a-4f00-b6b3-4236f4549a86","block_type":"box","text":"the dividends received deduction. Although the Fund intends to distribute substantially all of its net investment income and","page_number":79,"box":{"x":59,"y":819,"width":864,"height":12}},{"id":"01352d81-ba04-45bf-ba0f-13d8e144269c","block_type":"box","text":"its capital gains for each taxable year, the Fund may decide to retain a portion of its income or gains. The Fund will be subject","page_number":79,"box":{"x":60,"y":834,"width":876,"height":12}},{"id":"82021edb-a474-4ce6-b413-819ff9c16a9c","block_type":"box","text":"to U.S. federal income taxation and excise taxation (as described below) to the extent it does not distribute all (or, in the case","page_number":79,"box":{"x":59,"y":849,"width":874,"height":12}},{"id":"6f1f9cce-1ce7-4832-8d84-bd7222fa45a8","block_type":"box","text":"66","page_number":79,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"be2b30c4-60b2-42f4-b0d1-d70686eeb08a","block_type":"box","text":"of the excise tax, substantially all) of such income or gains. In certain circumstances, including in instances where the","page_number":80,"box":{"x":59,"y":67,"width":823,"height":12}},{"id":"76d800ac-fd7b-4c71-97e7-326f37619832","block_type":"box","text":"operational cost of the distribution would exceed the amount of the income or excise tax, BFA or an affiliate may voluntarily","page_number":80,"box":{"x":59,"y":82,"width":866,"height":12}},{"id":"b20f0421-47dd-47ed-87ff-3e37604f5349","block_type":"box","text":"pay the tax on behalf of the Fund or reimburse the Fund for the tax. If the Fund fails to qualify as a RIC in any year, it must pay","page_number":80,"box":{"x":59,"y":97,"width":879,"height":12}},{"id":"6fbfbf93-cff8-4027-b221-4fc6a5aaaa1d","block_type":"box","text":"out its earnings and profits accumulated in that year in order to qualify again as a RIC. If the Fund fails to qualify as a RIC for a","page_number":80,"box":{"x":59,"y":112,"width":879,"height":12}},{"id":"b74acf85-1324-40a7-88d8-1191080e206a","block_type":"box","text":"period greater than two taxable years, the Fund may be required to recognize any net built-in gains with respect to certain of","page_number":80,"box":{"x":59,"y":127,"width":873,"height":12}},{"id":"dc0b0fbe-e85a-4ff4-acaf-f02c8c1d159a","block_type":"box","text":"its assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been","page_number":80,"box":{"x":60,"y":142,"width":839,"height":13}},{"id":"ba71f2ed-3a3c-487c-8e6e-85b3bc77cdc7","block_type":"box","text":"realized with respect to such assets if the Fund had been liquidated) if it qualifies as a RIC in a subsequent year.","page_number":80,"box":{"x":60,"y":157,"width":774,"height":13}},{"id":"0d14520b-6dc1-4d24-8bf3-ade71c02dc35","block_type":"box","text":"The Subsidiary will not be subject to U.S. federal income tax. The Subsidiary will, however, be considered a controlled foreign","page_number":80,"box":{"x":59,"y":184,"width":871,"height":12}},{"id":"3730ea09-2191-4df5-a2ee-bb265c97e556","block_type":"box","text":"corporation, and the Fund will be required to include as income annually amounts earned by the Subsidiary during that year.","page_number":80,"box":{"x":59,"y":199,"width":870,"height":12}},{"id":"17ba78fc-49f1-41ba-9030-a57d96b04918","block_type":"box","text":"The Fund will be subject to the distribution requirements described above on such Subsidiary income, whether or not the","page_number":80,"box":{"x":59,"y":214,"width":849,"height":12}},{"id":"a5b388aa-77bd-4343-868e-c93948b17372","block_type":"box","text":"Subsidiary makes a distribution to the Fund during the taxable year. Based on final regulations issued by the IRS on which","page_number":80,"box":{"x":59,"y":229,"width":849,"height":12}},{"id":"901792cb-d70c-4352-bf3e-8567f7334552","block_type":"box","text":"taxpayers may rely for taxable years beginning after September 28, 2016, the Fund expects its income with respect to the","page_number":80,"box":{"x":59,"y":244,"width":848,"height":13}},{"id":"58a09b22-4c07-409f-8a67-ec02f1107c88","block_type":"box","text":"Subsidiary to be qualifying income. In the future, if the IRS issues regulations or other guidance, or Congress enacts","page_number":80,"box":{"x":59,"y":259,"width":808,"height":13}},{"id":"5a7e93f1-6c8b-4df8-b287-8297cd00b618","block_type":"box","text":"legislation, limiting the circumstances in which the Fund’s income with respect to the Subsidiary will be considered","page_number":80,"box":{"x":60,"y":274,"width":805,"height":13}},{"id":"36fed0ff-3cee-4d49-8582-16533eec14f0","block_type":"box","text":"“qualifying income,” the Fund might be required to make changes to its operations, which could reduce the Fund’s ability to","page_number":80,"box":{"x":59,"y":290,"width":868,"height":12}},{"id":"4f274eb0-59bd-4cd5-85b7-fb0dfd34a95b","block_type":"box","text":"gain investment exposure to commodities. Fund shareholders could also experience adverse tax consequences in such","page_number":80,"box":{"x":59,"y":305,"width":832,"height":12}},{"id":"215a0de5-6162-42e0-adc5-73379f1aeb71","block_type":"box","text":"circumstances.","page_number":80,"box":{"x":59,"y":321,"width":105,"height":9}},{"id":"a6980679-c44c-448a-adb4-bb56c2a8effb","block_type":"box","text":"In addition, the Fund’s income from the Subsidiary will be treated as ordinary income. If the Fund were able to invest directly","page_number":80,"box":{"x":60,"y":346,"width":870,"height":13}},{"id":"2fe65de0-bd43-4036-83b9-b621d9168ff0","block_type":"box","text":"in commodity-linked derivatives, its gains and losses would generally be treated as 60% long-term and 40% short-term gain","page_number":80,"box":{"x":60,"y":361,"width":870,"height":13}},{"id":"29b48508-3cdf-4ab8-a220-9fa8c5a906d7","block_type":"box","text":"or loss, to the extent such derivatives are subject to the rules for Section 1256 futures contracts. See “Taxation of Certain","page_number":80,"box":{"x":59,"y":377,"width":844,"height":12}},{"id":"5be240d6-b0b7-488a-b723-c2c5685dc69e","block_type":"box","text":"Derivatives” below.","page_number":80,"box":{"x":60,"y":392,"width":131,"height":9}},{"id":"07b44d4e-fcd1-410c-b00b-12ccdbac5ccc","block_type":"box","text":"Excise Tax.","page_number":80,"box":{"x":60,"y":419,"width":76,"height":9}},{"id":"6feef0aa-60a0-4169-b3b9-34a1a773177c","block_type":"box","text":"The Fund will be subject to a 4% excise tax on certain undistributed income if it does not distribute to its","page_number":80,"box":{"x":145,"y":418,"width":733,"height":12}},{"id":"23887d39-3489-4481-9e4a-4ea4ff6294d9","block_type":"box","text":"shareholders in each calendar year at least 98% of its ordinary income for the calendar year plus at least 98.2% of its capital","page_number":80,"box":{"x":59,"y":433,"width":867,"height":13}},{"id":"1e825e3e-7174-43f6-810f-76ac5580f11a","block_type":"box","text":"gain net income for the 12 months ended October 31 of such year. For this purpose, however, any ordinary income or capital","page_number":80,"box":{"x":59,"y":448,"width":871,"height":13}},{"id":"d4f5f991-2955-4c24-875c-7358664e150f","block_type":"box","text":"gain net income retained by the Fund that is subject to corporate income tax will be considered to have been distributed by","page_number":80,"box":{"x":59,"y":463,"width":862,"height":13}},{"id":"242c111c-6fd8-4962-9c7f-a15cfde47e78","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":80,"box":{"x":59,"y":479,"width":868,"height":12}},{"id":"ef4806a3-0e31-4407-a14c-ea0aaf38ffa8","block_type":"box","text":"decreased to reflect any underdistribution or overdistribution, as the case may be, from the previous year.","page_number":80,"box":{"x":59,"y":494,"width":736,"height":12}},{"id":"4394b059-1f6a-467c-b875-6bfe90c4ffc6","block_type":"box","text":"Net Capital Loss Carryforwards.","page_number":80,"box":{"x":60,"y":520,"width":226,"height":12}},{"id":"d64ae920-c01e-483b-ab1e-8247ef958045","block_type":"box","text":"Net capital loss carryforwards may be applied against any net realized capital gains in each","page_number":80,"box":{"x":296,"y":520,"width":633,"height":12}},{"id":"e1d4ca29-30c1-4a73-beff-09b398baeed3","block_type":"box","text":"succeeding year, until they have been reduced to zero.","page_number":80,"box":{"x":59,"y":535,"width":377,"height":13}},{"id":"cb7b2b58-e0a1-47dc-9324-0f2696ab3b43","block_type":"box","text":"In the event that the Fund were to experience an ownership change as defined under the Internal Revenue Code, the loss","page_number":80,"box":{"x":60,"y":562,"width":845,"height":12}},{"id":"bc6d4da2-4cbb-4b26-b082-2ccc4d71c7b2","block_type":"box","text":"carryforwards and other favorable tax attributes of the Fund, if any, may be subject to limitation.","page_number":80,"box":{"x":59,"y":577,"width":671,"height":12}},{"id":"22957401-1359-4b9f-a58e-24b37a71a037","block_type":"box","text":"As of October 31, 2025, the tax year-end of the Fund, the Fund had non-expiring capital loss carryforwards in the amount of","page_number":80,"box":{"x":59,"y":603,"width":871,"height":13}},{"id":"d9116396-d545-4929-a3e3-f9a9a483aa87","block_type":"box","text":"$8,535 available to offset future realized capital gains.","page_number":80,"box":{"x":59,"y":618,"width":373,"height":13}},{"id":"18e8ff41-eecc-46d2-8653-af37a6419b0d","block_type":"box","text":"Taxation of U.S. Shareholders.","page_number":80,"box":{"x":58,"y":645,"width":216,"height":10}},{"id":"28fe5569-9513-43b7-a98c-f391ec48df58","block_type":"box","text":"Dividends and other distributions by the Fund are generally treated under the Internal","page_number":80,"box":{"x":288,"y":645,"width":597,"height":12}},{"id":"c63c716d-e042-4b5c-921d-082735c2c632","block_type":"box","text":"Revenue Code as received by the shareholders at the time the dividend or distribution is made. However, any dividend or","page_number":80,"box":{"x":60,"y":660,"width":841,"height":12}},{"id":"9dc0d30c-7a7e-42b3-8de2-c74c3628b12e","block_type":"box","text":"distribution declared by the Fund in October, November or December of any calendar year and payable to shareholders of","page_number":80,"box":{"x":59,"y":675,"width":852,"height":12}},{"id":"36b4a716-5dc1-434d-ac2b-ef3b96752a97","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":80,"box":{"x":60,"y":690,"width":858,"height":13}},{"id":"a67a28bb-f8fe-42eb-ae7e-cd5dd1c471b8","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":80,"box":{"x":59,"y":705,"width":857,"height":13}},{"id":"9e73c6e5-a516-4ad2-ae93-6f31368fc8bb","block_type":"box","text":"paid by the Fund during January of the following calendar year.","page_number":80,"box":{"x":59,"y":720,"width":438,"height":13}},{"id":"d9c63b2c-c69b-4306-a5b6-4e918ded30e1","block_type":"box","text":"The Fund intends to distribute annually to its shareholders substantially all of its investment company taxable income and","page_number":80,"box":{"x":59,"y":747,"width":854,"height":12}},{"id":"58fdb516-7fdf-4263-b068-855776b09990","block_type":"box","text":"any net realized long-term capital gains in excess of net realized short-term capital losses (including any capital loss","page_number":80,"box":{"x":59,"y":762,"width":809,"height":12}},{"id":"fe3f620d-f7a1-4a00-a520-2b0ea9a8544d","block_type":"box","text":"carryovers). However, if the Fund retains for investment an amount equal to all or a portion of its net long-term capital gains","page_number":80,"box":{"x":59,"y":777,"width":869,"height":13}},{"id":"0a0edcaa-d283-4600-9c3c-ef31cdbc4953","block_type":"box","text":"in excess of its net short-term capital losses (including any capital loss carryovers), it will be subject to a corporate tax (at a","page_number":80,"box":{"x":60,"y":792,"width":860,"height":13}},{"id":"fcb6b816-dfc6-41b6-822e-b2e930a9b5a4","block_type":"box","text":"flat rate of 21%) on the amount retained. In that event, unless the retained amount is deemed to be de minimis or the","page_number":80,"box":{"x":59,"y":807,"width":824,"height":13}},{"id":"b040d512-1625-434a-b6c4-a818c000c6b5","block_type":"box","text":"applicable tax is otherwise reimbursed by BFA or an affiliate, the Fund will generally designate such retained amounts as","page_number":80,"box":{"x":59,"y":823,"width":840,"height":12}},{"id":"987ad6a3-ab9e-40c6-8bd2-509db23c721e","block_type":"box","text":"undistributed capital gains in a notice to its shareholders who (a) will be required to include in income for U.S. federal income","page_number":80,"box":{"x":60,"y":838,"width":877,"height":12}},{"id":"45b3d87d-aeab-47ba-a5b3-a37b95318508","block_type":"box","text":"tax purposes, as long-term capital gains, their proportionate shares of the undistributed amount, (b) will be entitled to credit","page_number":80,"box":{"x":59,"y":853,"width":873,"height":12}},{"id":"1fc12e15-dbd2-453a-bb8c-a10130e6bcfd","block_type":"box","text":"their proportionate shares of the tax paid by the Fund on the undistributed amount against their U.S. federal income tax","page_number":80,"box":{"x":59,"y":868,"width":839,"height":12}},{"id":"3c27f154-3c53-4c38-bb82-0e7d648fef58","block_type":"box","text":"liabilities, if any, and to claim refunds to the extent their credits exceed their liabilities, if any, and (c) will be entitled to","page_number":80,"box":{"x":60,"y":883,"width":819,"height":12}},{"id":"742030dc-932e-46f9-8190-5e87c44dbc9b","block_type":"box","text":"67","page_number":80,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"0aab9a36-e4e4-43bc-a34b-e1054b5da557","block_type":"box","text":"increase their tax basis, for U.S. federal income tax purposes, in their shares by an amount equal to the excess of the amount","page_number":81,"box":{"x":60,"y":67,"width":871,"height":12}},{"id":"3e44bd1a-3cfb-4293-a65f-a9916b3375ae","block_type":"box","text":"in clause (a) over the amount in clause (b). Organizations or persons not subject to U.S. federal income tax on such capital","page_number":81,"box":{"x":60,"y":82,"width":856,"height":12}},{"id":"d03734bf-89ee-4771-9f03-05599fce69a4","block_type":"box","text":"gains will be entitled to a refund of their","page_number":81,"box":{"x":59,"y":97,"width":279,"height":12}},{"id":"1b237d50-86b9-4464-8938-9fc93340bb2d","block_type":"box","text":"pro rata","page_number":81,"box":{"x":342,"y":98,"width":55,"height":11}},{"id":"3787e19a-8913-45ce-a2c1-e47092fd0fc5","block_type":"box","text":"share of such taxes paid by the Fund upon filing appropriate returns or","page_number":81,"box":{"x":402,"y":97,"width":495,"height":12}},{"id":"7aa73ae8-4f83-4bbe-99fa-4648ade297ff","block_type":"box","text":"claims for refund with the IRS.","page_number":81,"box":{"x":59,"y":112,"width":210,"height":10}},{"id":"3515f136-9123-437d-bdde-82b6eedb8082","block_type":"box","text":"Distributions of net realized long-term capital gains, if any, that the Fund reports as capital gains dividends are taxable as","page_number":81,"box":{"x":60,"y":138,"width":843,"height":13}},{"id":"c9568c34-bd69-417a-a8a6-7cf30c1ac5da","block_type":"box","text":"long-term capital gains, whether paid in cash or in shares and regardless of how long a shareholder has held shares of the","page_number":81,"box":{"x":60,"y":154,"width":853,"height":12}},{"id":"cafd42ef-8d25-4f93-a541-524786dc008d","block_type":"box","text":"Fund. All other dividends of the Fund (including dividends from short-term capital gains) from its current and accumulated","page_number":81,"box":{"x":60,"y":169,"width":862,"height":12}},{"id":"e7034937-7028-4d9a-bc86-53c2b098f627","block_type":"box","text":"earnings and profits (“regular dividends”) are generally subject to tax as ordinary income, subject to the discussion of","page_number":81,"box":{"x":59,"y":184,"width":824,"height":12}},{"id":"5aea9207-319b-4e79-8bed-aac7c6fee78c","block_type":"box","text":"qualified dividend income below. Long-term capital gains are eligible for taxation at a maximum rate of 15% or 20% for non","page_number":81,"box":{"x":59,"y":199,"width":874,"height":12}},{"id":"38ceed22-ae5e-49bc-9a08-dd863a5a64c8","block_type":"box","text":"corporate shareholders, depending on whether their income exceeds certain threshold amounts.","page_number":81,"box":{"x":59,"y":214,"width":677,"height":12}},{"id":"e412431d-f461-4323-9556-ae47f685a356","block_type":"box","text":"If an individual receives a regular dividend qualifying for the long-term capital gains rates and such dividend constitutes an","page_number":81,"box":{"x":60,"y":240,"width":857,"height":13}},{"id":"67cd011c-c8e6-4688-975e-37aeeaa01cfd","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":81,"box":{"x":59,"y":256,"width":847,"height":12}},{"id":"701cbaba-62df-484d-8cba-d420a62a9cc4","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":81,"box":{"x":59,"y":271,"width":849,"height":12}},{"id":"95a24b1c-b390-45fd-818c-32d0f72d28c2","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":81,"box":{"x":59,"y":286,"width":877,"height":12}},{"id":"94256e83-0895-43f9-8f9a-e77db881993b","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":81,"box":{"x":59,"y":301,"width":840,"height":12}},{"id":"75301903-d3ac-4d07-8a23-14b7bf617bee","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":81,"box":{"x":59,"y":316,"width":864,"height":12}},{"id":"063bf7a2-c17f-4a17-8229-a886b97caa48","block_type":"box","text":"of stock, aggregating dividends with ex-dividend dates within a 365-day period.","page_number":81,"box":{"x":59,"y":331,"width":559,"height":13}},{"id":"8769d63e-244a-448f-8c6b-c45cb7620352","block_type":"box","text":"Distributions in excess of the Fund’s current and accumulated earnings and profits will, as to each shareholder, be treated as","page_number":81,"box":{"x":60,"y":358,"width":870,"height":12}},{"id":"68f0049b-cdf3-4e27-a08c-ac928fe95061","block_type":"box","text":"a 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":81,"box":{"x":59,"y":373,"width":866,"height":12}},{"id":"2c910e2c-9d85-4a7d-a7db-4a8e7d383eae","block_type":"box","text":"shareholder holds shares of the Fund as capital assets). Distributions in excess of the Fund’s minimum distribution","page_number":81,"box":{"x":59,"y":388,"width":802,"height":12}},{"id":"c67d750c-838b-44a8-a486-35928319140f","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":81,"box":{"x":60,"y":403,"width":842,"height":12}},{"id":"f0a710e4-e34f-4fa6-a755-c22c8252ebd4","block_type":"box","text":"nontaxable returns of capital. Shareholders receiving dividends or distributions in the form of additional shares should be","page_number":81,"box":{"x":60,"y":418,"width":846,"height":12}},{"id":"aa081470-c95b-4b13-ac3e-8478f7b71f89","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":81,"box":{"x":59,"y":433,"width":867,"height":13}},{"id":"709b096c-366e-4762-8e24-5a5fe799c0a4","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":81,"box":{"x":59,"y":448,"width":879,"height":13}},{"id":"634959b3-ebe7-4b72-a6ec-a458a6b25cb2","block_type":"box","text":"such amount.","page_number":81,"box":{"x":59,"y":463,"width":96,"height":10}},{"id":"eb7939dc-f066-4459-87b4-60faad0dc8cc","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":81,"box":{"x":59,"y":490,"width":854,"height":12}},{"id":"a65ec16e-bed6-41ce-9a0a-2522f5719423","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":81,"box":{"x":59,"y":505,"width":858,"height":12}},{"id":"4c122a80-ad05-4bb0-af45-25a288b91240","block_type":"box","text":"filing jointly) and of estates and trusts.","page_number":81,"box":{"x":59,"y":520,"width":268,"height":12}},{"id":"90e87b44-ce9d-4b76-a0b8-3c508bf19e3d","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":81,"box":{"x":60,"y":547,"width":851,"height":12}},{"id":"57c69d0e-efc3-4a02-b790-72c5383bb505","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":81,"box":{"x":59,"y":562,"width":865,"height":12}},{"id":"e5830aef-eb26-45ce-b799-dfc4763010fa","block_type":"box","text":"may nevertheless be taxable to them. If the Fund is the holder of record of any security on the record date for any dividends","page_number":81,"box":{"x":60,"y":577,"width":863,"height":12}},{"id":"f4356591-dc21-4459-b2fa-f59edad1e9a0","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":81,"box":{"x":59,"y":592,"width":867,"height":12}},{"id":"c1852150-e128-49c4-8a90-8e15f217b819","block_type":"box","text":"but as of the later of (a) the date such security became ex-dividend with respect to such dividends (","page_number":81,"box":{"x":60,"y":607,"width":698,"height":12}},{"id":"8ca6ffbf-839b-43e9-a478-fa20b4e58f00","block_type":"box","text":"i.e.","page_number":81,"box":{"x":759,"y":608,"width":18,"height":9}},{"id":"cb8052c3-1092-40f0-9294-46b68608a68d","block_type":"box","text":", the date on which a","page_number":81,"box":{"x":779,"y":607,"width":146,"height":11}},{"id":"3e4fd18e-d899-48b3-8940-e12482f7a02b","block_type":"box","text":"buyer of the security would not be entitled to receive the declared, but unpaid, dividends); or (b) the date the Fund acquired","page_number":81,"box":{"x":60,"y":622,"width":865,"height":13}},{"id":"a4ae9383-71e4-4fdb-832b-571b9f17a000","block_type":"box","text":"such security. Accordingly, in order to satisfy its income distribution requirements, the Fund may be required to pay dividends","page_number":81,"box":{"x":59,"y":637,"width":878,"height":13}},{"id":"46eee2b3-4db9-4f4d-bc6b-1a7dcddce5d6","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":81,"box":{"x":60,"y":652,"width":861,"height":13}},{"id":"c5db5cf9-1aea-441f-a410-2bebc3b5fef1","block_type":"box","text":"In certain situations, the 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":81,"box":{"x":60,"y":679,"width":858,"height":12}},{"id":"10068264-e1a0-4a75-82fe-f73325a67a40","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":81,"box":{"x":60,"y":694,"width":859,"height":12}},{"id":"3928eea2-6622-4050-99f8-36d797b1cc5a","block_type":"box","text":"sum of (i) the excess of post-October foreign currency and passive foreign investment company (“PFIC”) losses over post","page_number":81,"box":{"x":59,"y":709,"width":856,"height":12}},{"id":"96df4212-7823-458d-b7bf-af7bc0c5b177","block_type":"box","text":"October foreign currency and PFIC gains and (ii) the excess of post-December ordinary losses over post-December ordinary","page_number":81,"box":{"x":59,"y":724,"width":868,"height":13}},{"id":"5f876bfb-245b-4abf-9372-a2720518a8b1","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":81,"box":{"x":60,"y":739,"width":844,"height":13}},{"id":"cbb3c2dd-f9d2-484d-8fb9-1812d8ef2329","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":81,"box":{"x":59,"y":754,"width":870,"height":13}},{"id":"d6c94eff-129c-4b06-bf05-f2d263f42cfe","block_type":"box","text":"(or December) may affect the tax character of shareholder distributions.","page_number":81,"box":{"x":60,"y":770,"width":504,"height":12}},{"id":"61ea808d-64fc-4729-980b-7350dee6a872","block_type":"box","text":"Sales of Shares.","page_number":81,"box":{"x":59,"y":796,"width":112,"height":10}},{"id":"901f96d9-3f30-46c4-baf8-747e1ca20cb3","block_type":"box","text":"Upon the sale or exchange of shares of the Fund, a shareholder will realize a taxable gain or loss equal to the","page_number":81,"box":{"x":181,"y":796,"width":757,"height":12}},{"id":"b3a54298-f2f9-4e68-8a19-80bb0794d6bb","block_type":"box","text":"difference between the amount realized and the shareholder’s basis in shares of the Fund. A redemption of shares by the","page_number":81,"box":{"x":59,"y":811,"width":843,"height":13}},{"id":"bda54026-5c23-413d-8963-b3dccde58bb0","block_type":"box","text":"Fund 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","page_number":81,"box":{"x":60,"y":826,"width":866,"height":13}},{"id":"6a8ac11f-5bf3-4102-9f63-0ac1b9986db6","block_type":"box","text":"assets 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","page_number":81,"box":{"x":59,"y":841,"width":867,"height":13}},{"id":"d70565ef-283d-491f-9121-16869a752d77","block_type":"box","text":"short-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","page_number":81,"box":{"x":59,"y":857,"width":827,"height":12}},{"id":"3e929826-d571-4bd3-ae93-b32ac456b50f","block_type":"box","text":"disallowed to the extent the shares disposed of are replaced, including replacement through the reinvesting of dividends or","page_number":81,"box":{"x":59,"y":872,"width":861,"height":12}},{"id":"4cd896df-2b6f-411a-8c4f-25348fe935c6","block_type":"box","text":"capital gains distributions, or by an option or contract to acquire substantially identical shares, within a 61-day period","page_number":81,"box":{"x":59,"y":887,"width":820,"height":12}},{"id":"cb156954-a706-497d-b8e7-64c731e59500","block_type":"box","text":"68","page_number":81,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"ed5cb957-c258-4a7f-914d-10370329686a","block_type":"box","text":"beginning 30 days before and ending 30 days after the disposition of the shares. In such a case, the basis of the shares","page_number":82,"box":{"x":60,"y":67,"width":828,"height":12}},{"id":"68a8bd4e-e10c-4d6a-aedb-34bdb3090396","block_type":"box","text":"acquired will be increased to reflect the disallowed loss. Any loss realized by a shareholder on the sale of Fund shares held by","page_number":82,"box":{"x":59,"y":82,"width":871,"height":12}},{"id":"4482274f-a637-4f7d-8af3-5b61edeea34c","block_type":"box","text":"the shareholder for six months or less will be treated for U.S. federal income tax purposes as a long-term capital loss to the","page_number":82,"box":{"x":59,"y":97,"width":859,"height":12}},{"id":"a4ddd35c-5175-4f16-b600-d878144b3ac3","block_type":"box","text":"extent of any distributions or deemed distributions of long-term capital gains received by the shareholder with respect to","page_number":82,"box":{"x":59,"y":112,"width":847,"height":12}},{"id":"4f50af2f-c648-4886-8c8c-4e9eecbdc5ae","block_type":"box","text":"such share. The Medicare contribution tax described above will apply to the sale of Fund shares.","page_number":82,"box":{"x":59,"y":127,"width":672,"height":12}},{"id":"bf4e3fef-6660-4572-b543-84b5075cb082","block_type":"box","text":"If a shareholder incurs a sales charge in acquiring shares of the Fund, disposes of those shares within 90 days and then, on or","page_number":82,"box":{"x":60,"y":154,"width":878,"height":12}},{"id":"7b78209a-9b53-4513-8a0a-44d5e17a3fdb","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":82,"box":{"x":60,"y":169,"width":853,"height":12}},{"id":"9ab1cef8-15ff-457d-8db7-fd46d915872a","block_type":"box","text":"charge is reduced by reason of a reinvestment right (","page_number":82,"box":{"x":59,"y":184,"width":368,"height":12}},{"id":"f943f1fd-a8e5-4e64-a94a-ae802c93bb1b","block_type":"box","text":"e.g.","page_number":82,"box":{"x":429,"y":187,"width":22,"height":9}},{"id":"b568a8c8-26a1-403c-9c1e-26ba52dde0d8","block_type":"box","text":", an exchange privilege), the original sales charge will not be taken","page_number":82,"box":{"x":454,"y":184,"width":462,"height":12}},{"id":"ca958cee-0602-4ab5-9c92-b51cc3edea12","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":82,"box":{"x":60,"y":199,"width":874,"height":12}},{"id":"150781c9-24bb-4614-a0e5-ce7209e28d74","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":82,"box":{"x":59,"y":214,"width":870,"height":12}},{"id":"27a1fe49-1ea6-4946-8377-35069447d96f","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":82,"box":{"x":59,"y":229,"width":840,"height":12}},{"id":"6b30235f-db1b-4654-a126-04e3a6679bf5","block_type":"box","text":"provision prevents shareholders from immediately deducting the sales charge by shifting their investments within a family of","page_number":82,"box":{"x":59,"y":244,"width":874,"height":13}},{"id":"ba715b70-cc39-4b37-a952-da6a50448c3d","block_type":"box","text":"mutual funds.","page_number":82,"box":{"x":60,"y":259,"width":96,"height":10}},{"id":"15bca497-3e33-4b90-9cac-503fbaab9df6","block_type":"box","text":"Backup Withholding.","page_number":82,"box":{"x":60,"y":286,"width":149,"height":12}},{"id":"5b4e8a73-7ea2-4b0d-a642-1dae8d7a8495","block_type":"box","text":"In certain cases, the Fund will be required to withhold at a 24% rate and remit to the U.S. Treasury","page_number":82,"box":{"x":219,"y":286,"width":685,"height":12}},{"id":"c3aa7ff3-7b71-4adf-8038-a87f21e0e101","block_type":"box","text":"such amounts withheld from any distributions paid to a shareholder who: (i) has failed to provide a correct taxpayer","page_number":82,"box":{"x":59,"y":301,"width":811,"height":12}},{"id":"a7642290-bb4e-4385-b328-f532846efb09","block_type":"box","text":"identification number; (ii) is subject to backup withholding by the IRS; (iii) has failed to certify to the Fund that such","page_number":82,"box":{"x":60,"y":316,"width":807,"height":12}},{"id":"b00b05cd-c0f8-4cb7-be55-c1862b65bd1f","block_type":"box","text":"shareholder is not subject to backup withholding; or (iv) has not certified that such shareholder is a U.S. person (including a","page_number":82,"box":{"x":59,"y":331,"width":867,"height":13}},{"id":"92a4a8ce-e213-4d90-8131-e33cc18c0179","block_type":"box","text":"U.S. resident alien). Backup withholding is not an additional tax and any amount withheld may be credited against a","page_number":82,"box":{"x":60,"y":346,"width":810,"height":13}},{"id":"86dc6877-26a1-415a-bac8-01c1e08a1e22","block_type":"box","text":"shareholder’s U.S. federal income tax liability.","page_number":82,"box":{"x":59,"y":361,"width":314,"height":13}},{"id":"3f779bd4-8294-4729-97aa-49bb4dfaf0bc","block_type":"box","text":"Sections 351 and 362.","page_number":82,"box":{"x":59,"y":388,"width":159,"height":10}},{"id":"03b54c69-9e9a-47ed-8c55-221dff62bcd1","block_type":"box","text":"The Trust, on behalf of the Fund, has the right to reject an order for a purchase of shares of the Fund","page_number":82,"box":{"x":227,"y":388,"width":704,"height":12}},{"id":"5484a735-9b59-4ce7-9e60-db5022ff3702","block_type":"box","text":"if the purchaser (or group of purchasers) would, upon obtaining the shares so ordered, own 80% or more of the outstanding","page_number":82,"box":{"x":60,"y":403,"width":872,"height":12}},{"id":"acd681d2-8d05-40cc-a63e-e9881d949146","block_type":"box","text":"shares of the Fund and if, pursuant to Sections 351 and 362 of the Internal Revenue Code, the Fund would have a basis in the","page_number":82,"box":{"x":59,"y":418,"width":875,"height":12}},{"id":"32aea875-e5f9-465c-9995-14fbf043bd21","block_type":"box","text":"securities different from the market value of such securities on the date of deposit. If the Fund’s basis in such securities on","page_number":82,"box":{"x":59,"y":433,"width":854,"height":13}},{"id":"8e441789-422b-4117-9a77-fe2a9a7dbb4d","block_type":"box","text":"the date of deposit was less than market value on such date, the Fund, upon disposition of the securities, would recognize","page_number":82,"box":{"x":59,"y":448,"width":854,"height":13}},{"id":"aff35e2e-033c-4277-94d1-61861882c0f6","block_type":"box","text":"more taxable gain or less taxable loss than if its basis in the securities had been equal to market value. It is not anticipated","page_number":82,"box":{"x":60,"y":463,"width":851,"height":13}},{"id":"27db3743-85aa-40ae-985b-fb2a5643abad","block_type":"box","text":"that the Trust will exercise the right of rejection except in a case where the Trust determines that accepting the order could","page_number":82,"box":{"x":59,"y":479,"width":861,"height":12}},{"id":"69e30042-3d62-486b-835b-0615cade00b3","block_type":"box","text":"result in material adverse tax consequences to the Fund or its shareholders. The Trust also has the right to require","page_number":82,"box":{"x":60,"y":494,"width":796,"height":12}},{"id":"fef9f807-fcc7-4574-9a83-b30502670058","block_type":"box","text":"information necessary to determine beneficial share ownership for purposes of the 80% determination.","page_number":82,"box":{"x":60,"y":509,"width":723,"height":12}},{"id":"9bd57b2f-c54f-4e7a-bcc5-a89d22c76cae","block_type":"box","text":"Taxation of Certain Derivatives.","page_number":82,"box":{"x":58,"y":535,"width":225,"height":10}},{"id":"e6699fc2-9e70-4d64-92e8-94fb4176d9b0","block_type":"box","text":"The Fund’s transactions in zero coupon securities, non-U.S. currencies, forward contracts,","page_number":82,"box":{"x":292,"y":535,"width":628,"height":13}},{"id":"6de35540-c892-469c-8f78-86412ca642e1","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":82,"box":{"x":59,"y":550,"width":866,"height":13}},{"id":"f1edc424-fafb-4e4d-811c-98065d5a49b1","block_type":"box","text":"be subject to special provisions of the Internal Revenue Code (including provisions relating to “hedging transactions” and","page_number":82,"box":{"x":60,"y":566,"width":847,"height":12}},{"id":"3257d93b-0521-4bba-8739-7d5356f1577c","block_type":"box","text":"“straddles”) that, among other consequences, may affect the character of gains and losses realized by the Fund (","page_number":82,"box":{"x":59,"y":581,"width":790,"height":12}},{"id":"4de1381f-119a-443b-b2c0-236fb219b9d1","block_type":"box","text":"i.e.","page_number":82,"box":{"x":850,"y":582,"width":17,"height":8}},{"id":"5a62accf-0913-42dc-8019-761ed5146356","block_type":"box","text":", may","page_number":82,"box":{"x":870,"y":584,"width":37,"height":9}},{"id":"f24e8b6c-2988-4cc9-91aa-f59e820e2976","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":82,"box":{"x":59,"y":596,"width":857,"height":12}},{"id":"d4b553dd-ec33-49b8-9527-aaf91e640894","block_type":"box","text":"These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also","page_number":82,"box":{"x":59,"y":611,"width":855,"height":12}},{"id":"a3d9281f-b54d-48d2-b076-74cdb7a129b0","block_type":"box","text":"(a) will require the Fund to mark-to-market certain types of the positions in its portfolio (","page_number":82,"box":{"x":60,"y":626,"width":621,"height":12}},{"id":"50e8e1af-a9a0-42fe-8e13-76fa282fc1d6","block_type":"box","text":"i.e.","page_number":82,"box":{"x":682,"y":627,"width":18,"height":9}},{"id":"cc8789f7-047e-4429-88a2-29ab532ef9de","block_type":"box","text":", treat them as if they were closed","page_number":82,"box":{"x":702,"y":626,"width":235,"height":12}},{"id":"8cbcf12b-7152-4caf-a15a-56c40e846adc","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":82,"box":{"x":59,"y":641,"width":834,"height":12}},{"id":"89f8020f-8744-445b-8867-4e9bbef3b1c1","block_type":"box","text":"dividends or make distributions in amounts necessary to satisfy the distribution requirements for avoiding income and excise","page_number":82,"box":{"x":59,"y":656,"width":876,"height":13}},{"id":"9de5ce72-fdf5-4c02-bae3-815ca61f71f5","block_type":"box","text":"taxes. The Fund will monitor its transactions, will make the appropriate tax elections and will make the appropriate entries in","page_number":82,"box":{"x":59,"y":671,"width":871,"height":13}},{"id":"1667fb1a-9969-417e-b56f-a40f775c1b02","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":82,"box":{"x":60,"y":686,"width":816,"height":13}},{"id":"95d18097-f46f-41a8-a375-5b12ff06e5cd","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":82,"box":{"x":59,"y":702,"width":871,"height":12}},{"id":"3c4e4fc2-bb30-47c5-8b6c-baac8309b5d9","block_type":"box","text":"The Fund’s investments in so-called “Section 1256 contracts,” such as regulated futures contracts, most non-U.S. currency","page_number":82,"box":{"x":59,"y":728,"width":862,"height":12}},{"id":"6ec4a5a4-a1d5-42da-80ce-1b91b53ef3cb","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":82,"box":{"x":59,"y":743,"width":854,"height":12}},{"id":"c62ef01f-b1b4-450a-ab83-515b09bc1a84","block_type":"box","text":"Section 1256 contracts held by the Fund at the end of its taxable year are required to be marked to their market value, and","page_number":82,"box":{"x":59,"y":758,"width":855,"height":13}},{"id":"227afbb9-8d49-4ff6-a5dc-a3e26561564d","block_type":"box","text":"any unrealized gain or loss on those positions will be included in the Fund’s income as if each position had been sold for its","page_number":82,"box":{"x":59,"y":773,"width":860,"height":13}},{"id":"28268b0a-9b03-494e-a9d6-8836e4d3511f","block_type":"box","text":"fair market value at the end of the taxable year. The resulting gain or loss will be combined with any gain or loss realized by","page_number":82,"box":{"x":59,"y":788,"width":859,"height":13}},{"id":"f8c323c2-d8c3-4ff5-a8cf-d16af5a2e8dd","block_type":"box","text":"the Fund from positions in Section 1256 contracts closed during the taxable year. Provided such positions were held as","page_number":82,"box":{"x":59,"y":804,"width":831,"height":12}},{"id":"756e3e3a-859b-4d3e-834e-4636efd71cb6","block_type":"box","text":"capital assets and were not part of a “hedging transaction” nor part of a “straddle,” 60% of the resulting net gain or loss will","page_number":82,"box":{"x":59,"y":819,"width":867,"height":12}},{"id":"3c93b8c8-236d-4b05-a079-e3b279b38d12","block_type":"box","text":"be 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","page_number":82,"box":{"x":60,"y":834,"width":845,"height":12}},{"id":"afcf8978-10e1-4e0a-9fc6-cc74a5b073c1","block_type":"box","text":"loss, regardless of the period of time the positions were actually held by the Fund.","page_number":82,"box":{"x":60,"y":849,"width":570,"height":12}},{"id":"35735087-14a2-43e3-972d-dd3dd30bfb56","block_type":"box","text":"69","page_number":82,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"bc7069e5-8828-4cd4-a71e-901608d08fce","block_type":"box","text":"As a result of entering into swap contracts, the Fund may make or receive periodic net payments. The Fund may also make or","page_number":83,"box":{"x":59,"y":67,"width":879,"height":12}},{"id":"e0f9e61a-6e4c-413c-8a5f-f9b9cb461228","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":83,"box":{"x":60,"y":82,"width":807,"height":12}},{"id":"7de4ccde-1eb7-4e3d-8b34-36ac2663068c","block_type":"box","text":"transaction. Periodic net payments will generally constitute ordinary income or deductions, while termination of a swap will","page_number":83,"box":{"x":59,"y":97,"width":864,"height":12}},{"id":"05ec6ebe-3da6-43bd-a202-90fcb977fe42","block_type":"box","text":"generally result in capital gain or loss (which will be a long-term capital gain or loss if the Fund has been a party to the swap","page_number":83,"box":{"x":59,"y":112,"width":869,"height":12}},{"id":"84f62343-750a-40f0-9788-d87e4eedae75","block_type":"box","text":"for more than one year). With respect to certain types of swaps, the Fund may be required to currently recognize income or","page_number":83,"box":{"x":59,"y":127,"width":863,"height":12}},{"id":"a1b2582f-c4c2-4702-baca-f6db06688f55","block_type":"box","text":"loss with respect to future payments on such swaps or may elect under certain circumstances to mark such swaps to market","page_number":83,"box":{"x":60,"y":142,"width":875,"height":13}},{"id":"1abe890f-542b-409b-83d9-47525e21a645","block_type":"box","text":"annually for tax purposes as ordinary income or loss.","page_number":83,"box":{"x":59,"y":157,"width":369,"height":13}},{"id":"3faa391f-e0d0-46f0-9d69-448f1702a3b3","block_type":"box","text":"Qualified Dividend Income.","page_number":83,"box":{"x":59,"y":184,"width":196,"height":11}},{"id":"c7d3142f-d130-49ec-8ba3-f9400716e746","block_type":"box","text":"Distributions by the Fund of investment company taxable income (including any short-term","page_number":83,"box":{"x":265,"y":184,"width":641,"height":12}},{"id":"4f326334-bc1c-4b64-8902-a040b5bf1cad","block_type":"box","text":"capital gains), whether received in cash or shares, will be taxable either as ordinary income or as qualified dividend income,","page_number":83,"box":{"x":59,"y":199,"width":862,"height":12}},{"id":"c37ebf30-b75f-4e3b-b094-2fb7d2a89b0f","block_type":"box","text":"which is eligible to be taxed at long-term capital gain rates to the extent the Fund receives qualified dividend income on the","page_number":83,"box":{"x":59,"y":214,"width":864,"height":12}},{"id":"a5fefc2e-90ce-428d-944d-02ad1854991e","block_type":"box","text":"securities it holds and the Fund reports the distribution as qualified dividend income. Qualified dividend income is, in general,","page_number":83,"box":{"x":59,"y":229,"width":876,"height":12}},{"id":"fdb0b253-21c5-40c4-8479-3baba4afe4d5","block_type":"box","text":"dividend income from taxable U.S. corporations (but generally not from a U.S. real estate investment trust (“REIT”)) and","page_number":83,"box":{"x":59,"y":244,"width":838,"height":13}},{"id":"16de9dca-0329-41e8-a4d3-d2687dbd56ae","block_type":"box","text":"certain non-U.S. corporations (","page_number":83,"box":{"x":59,"y":259,"width":216,"height":13}},{"id":"13c53d76-1f25-484f-af70-034240aeb616","block_type":"box","text":"e.g.","page_number":83,"box":{"x":276,"y":262,"width":23,"height":10}},{"id":"3e9326aa-5413-4a08-b482-87dace72ebc3","block_type":"box","text":", non-U.S. corporations that are not PFICs and which are incorporated in a possession of","page_number":83,"box":{"x":301,"y":259,"width":619,"height":13}},{"id":"64f57747-9080-4e62-a653-16e899d76589","block_type":"box","text":"the U.S. or in certain countries with a comprehensive tax treaty with the U.S., or the stock of which is readily tradable on an","page_number":83,"box":{"x":59,"y":274,"width":860,"height":13}},{"id":"2b21c87f-439d-4513-8bdf-4d42039f6078","block_type":"box","text":"established securities market in the U.S. (where the dividends are paid with respect to such stock)). Substitute payments","page_number":83,"box":{"x":59,"y":290,"width":843,"height":12}},{"id":"9f930841-56d7-4d69-b23d-089097b138de","block_type":"box","text":"received by the Fund for securities lent out by the Fund will not be qualified dividend income.","page_number":83,"box":{"x":60,"y":305,"width":649,"height":12}},{"id":"6a22affb-a071-4821-bc20-a9d376364223","block_type":"box","text":"A dividend from the Fund will not be treated as qualified dividend income to the extent that: (i) the shareholder has not held","page_number":83,"box":{"x":59,"y":331,"width":869,"height":13}},{"id":"86661818-ffa9-443e-8f90-984ff8adaaca","block_type":"box","text":"the shares on which the dividend was paid for 61 days during the 121-day period that begins on the date that is 60 days","page_number":83,"box":{"x":59,"y":346,"width":838,"height":13}},{"id":"93cfa5c4-28ff-44df-a4ae-02582c742d14","block_type":"box","text":"before the date on which the shares become ex-dividend with respect to such dividend or the Fund fails to satisfy those","page_number":83,"box":{"x":60,"y":361,"width":837,"height":13}},{"id":"7091a5f1-ac31-4d8b-997f-c7e4b760e238","block_type":"box","text":"holding period requirements with respect to the securities it holds that paid the dividends distributed to the shareholder (or,","page_number":83,"box":{"x":60,"y":377,"width":865,"height":12}},{"id":"c7f40536-af98-41b1-8085-3c37f03434af","block_type":"box","text":"in the case of certain preferred stocks, the holding requirement of 91 days during the 181-day period beginning on the date","page_number":83,"box":{"x":60,"y":392,"width":860,"height":12}},{"id":"a925683c-626d-47e0-ac58-d9d580736dc9","block_type":"box","text":"that is 90 days before the date on which the stock becomes ex-dividend with respect to such dividend); (ii) the Fund or the","page_number":83,"box":{"x":59,"y":407,"width":861,"height":12}},{"id":"563bbc32-bc8b-4f0e-9d99-653f3b19c83a","block_type":"box","text":"shareholder is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to","page_number":83,"box":{"x":59,"y":422,"width":872,"height":12}},{"id":"4991f506-e903-428a-a1b4-80af64913179","block_type":"box","text":"substantially similar or related property; or (iii) the shareholder elects to treat such dividend as investment income under","page_number":83,"box":{"x":59,"y":437,"width":844,"height":12}},{"id":"b517c448-6257-42e4-8048-ae56955c83eb","block_type":"box","text":"Section 163(d)(4)(B) of the Internal Revenue Code. Dividends received by the Fund from a REIT or another RIC may be","page_number":83,"box":{"x":59,"y":452,"width":827,"height":12}},{"id":"791261a8-9876-495f-bb6e-2522f890bbe7","block_type":"box","text":"treated as qualified dividend income only to the extent the dividend distributions are attributable to qualified dividend","page_number":83,"box":{"x":59,"y":467,"width":823,"height":13}},{"id":"7c46b39d-6877-4e7e-a894-3a34beb51f36","block_type":"box","text":"income received by such REIT or other RIC. It is expected that dividends received by the Fund from a REIT and distributed to a","page_number":83,"box":{"x":60,"y":482,"width":877,"height":13}},{"id":"7c538a1f-8a8d-458e-8a83-82b98c74b3fd","block_type":"box","text":"shareholder generally will be taxable to the shareholder as ordinary income. However, a non-corporate taxpayer who is a","page_number":83,"box":{"x":59,"y":497,"width":843,"height":13}},{"id":"bc1e52f0-44f7-4ee5-9987-622f91c5aa92","block_type":"box","text":"direct REIT shareholder may claim a 20% “qualified business income” deduction for ordinary REIT dividends, and a RIC may","page_number":83,"box":{"x":59,"y":513,"width":864,"height":12}},{"id":"6b174463-f93b-41cf-88fd-2508dae8e072","block_type":"box","text":"report dividends as eligible for this deduction to the extent the RIC’s income is derived from ordinary REIT dividends (reduced","page_number":83,"box":{"x":60,"y":528,"width":876,"height":12}},{"id":"9390e0ed-3752-4900-b033-3efbd868b651","block_type":"box","text":"by allocable RIC expenses). A shareholder may treat the dividends as such provided the RIC and the shareholder satisfy","page_number":83,"box":{"x":60,"y":543,"width":832,"height":12}},{"id":"5142bade-583c-43e2-a844-c96e37b0fbfb","block_type":"box","text":"applicable holding period requirements. Distributions by the Fund of its net short-term capital gains will be taxable as","page_number":83,"box":{"x":59,"y":558,"width":822,"height":12}},{"id":"4535d53f-ceab-4794-9292-289f1f63148f","block_type":"box","text":"ordinary income.","page_number":83,"box":{"x":59,"y":573,"width":118,"height":12}},{"id":"f0491228-6f00-499d-95a3-936f1b860166","block_type":"box","text":"Corporate Dividends Received Deduction.","page_number":83,"box":{"x":59,"y":600,"width":300,"height":12}},{"id":"1a655ce1-4a99-4d7c-a862-22333eb2297d","block_type":"box","text":"Dividends paid by the Fund that are attributable to dividends received by the","page_number":83,"box":{"x":369,"y":600,"width":533,"height":12}},{"id":"cd39c8ec-6b6f-47cc-9190-1b7c3621aa2c","block_type":"box","text":"Fund from U.S. corporations may qualify for the U.S. federal dividends received deduction for corporations. A 46-day","page_number":83,"box":{"x":60,"y":615,"width":814,"height":12}},{"id":"b4c1cdb2-3d34-4aba-babf-c5a79ce50a6f","block_type":"box","text":"minimum holding period during the 90-day period that begins 45 days prior to ex-dividend date (or 91-day minimum holding","page_number":83,"box":{"x":60,"y":630,"width":878,"height":12}},{"id":"f1552ca5-ce2f-444a-9a9a-b73f27db0bba","block_type":"box","text":"period during the 180 period beginning 90 days prior to ex-dividend date for certain preference dividends) during which risk","page_number":83,"box":{"x":59,"y":645,"width":870,"height":12}},{"id":"4079edad-82ed-4391-a1bc-f5a8aa2c93d5","block_type":"box","text":"of loss may not be diminished is required for the applicable shares, at both the Fund and shareholder level, for a dividend to","page_number":83,"box":{"x":59,"y":660,"width":863,"height":12}},{"id":"6d9ddba9-d8c8-4334-9e66-2658389f6809","block_type":"box","text":"be eligible for the dividends received deduction. Restrictions may apply if indebtedness, including a short sale, is attributable","page_number":83,"box":{"x":60,"y":675,"width":867,"height":12}},{"id":"966c181c-9953-4f91-8dc0-260fb8935b29","block_type":"box","text":"to the investment.","page_number":83,"box":{"x":59,"y":690,"width":126,"height":10}},{"id":"d4b2514d-b3d7-47aa-8b02-c40b4f663409","block_type":"box","text":"Excess Inclusion Income.","page_number":83,"box":{"x":60,"y":717,"width":179,"height":10}},{"id":"e73f9ce1-b8b5-4049-b617-dcef8edf24b0","block_type":"box","text":"Under current law, the Fund serves to block unrelated business taxable income (“UBTI”) from","page_number":83,"box":{"x":249,"y":717,"width":651,"height":12}},{"id":"5def37fb-23e4-4b7a-a25c-f6d65e01e6be","block_type":"box","text":"being realized by its tax-exempt shareholders. Notwithstanding the foregoing, a tax-exempt shareholder could realize UBTI by","page_number":83,"box":{"x":60,"y":732,"width":878,"height":12}},{"id":"d3fef658-08b6-49da-a0a2-b2d8fea99fc5","block_type":"box","text":"virtue of its investment in the Fund if shares in the Fund constitute debt-financed property in the hands of the tax-exempt","page_number":83,"box":{"x":59,"y":747,"width":854,"height":12}},{"id":"b14fa816-9092-44e0-8661-c8c210603dd0","block_type":"box","text":"shareholder within the meaning of Section 514(b) of the Internal Revenue Code. Certain types of income received by the","page_number":83,"box":{"x":59,"y":762,"width":840,"height":12}},{"id":"ed9e1b07-bb67-44d6-a5e3-ffd6f51b88e8","block_type":"box","text":"Fund from REITs, real estate mortgage investment conduits, taxable mortgage pools or other investments may cause the","page_number":83,"box":{"x":60,"y":777,"width":845,"height":13}},{"id":"a012420b-c6f1-48b7-83e7-ae639461353d","block_type":"box","text":"Fund to report some or all of its distributions as “excess inclusion income.” To Fund shareholders, such excess inclusion","page_number":83,"box":{"x":60,"y":792,"width":837,"height":13}},{"id":"8693deba-3e1c-4c67-a0be-d0f59910184f","block_type":"box","text":"income may: (i) constitute taxable income, as UBTI for those shareholders who would otherwise be tax-exempt such as","page_number":83,"box":{"x":60,"y":807,"width":836,"height":13}},{"id":"9a80b99b-6962-4a5c-b432-604f98c19570","block_type":"box","text":"individual retirement accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable entities; (ii) not be offset","page_number":83,"box":{"x":60,"y":823,"width":867,"height":12}},{"id":"7abf1ee0-b302-4095-a13c-646310abd047","block_type":"box","text":"by otherwise allowable deductions for tax purposes; (iii) not be eligible for reduced U.S. withholding for non-U.S.","page_number":83,"box":{"x":60,"y":838,"width":785,"height":12}},{"id":"dc4641a3-5ef7-4f1f-9e75-dfe6d1257fe0","block_type":"box","text":"shareholders even from tax treaty countries; and (iv) cause the Fund to be subject to tax if certain “disqualified","page_number":83,"box":{"x":59,"y":853,"width":773,"height":12}},{"id":"216cabb7-d549-411f-98e6-22f9aea7ec3e","block_type":"box","text":"70","page_number":83,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"3dfb7191-c892-4f05-aa61-7d44fcd25b42","block_type":"box","text":"organizations,” as defined by the Internal Revenue Code, are Fund shareholders. If a charitable remainder annuity trust or a","page_number":84,"box":{"x":59,"y":67,"width":859,"height":12}},{"id":"46ddb2e8-3476-46da-a999-dc4618e98ebf","block_type":"box","text":"charitable remainder unitrust (each as defined in Section 664 of the Internal Revenue Code) has UBTI for a taxable year, a","page_number":84,"box":{"x":59,"y":82,"width":848,"height":12}},{"id":"f13f803a-df50-4fc0-bbe5-b5e0f019ea59","block_type":"box","text":"100% excise tax on the UBTI is imposed on the trust.","page_number":84,"box":{"x":61,"y":97,"width":367,"height":12}},{"id":"6a18ef3e-bac4-4106-9de3-e7b71ecdbf48","block_type":"box","text":"The Fund tries to avoid investing in REITs that are expected to generate excess inclusion income, but the Fund may not","page_number":84,"box":{"x":59,"y":123,"width":832,"height":13}},{"id":"ee820489-3302-4daa-98b0-10c87769a469","block_type":"box","text":"always be successful in doing so. Because information about a REIT’s investments may be inadequate or inaccurate, or","page_number":84,"box":{"x":59,"y":138,"width":831,"height":13}},{"id":"871bca3e-e9ac-4f3d-9982-2dd3ef02e7bc","block_type":"box","text":"because a REIT may change its investment program, the Fund may not be successful in avoiding the consequences described","page_number":84,"box":{"x":60,"y":154,"width":877,"height":12}},{"id":"3709ee4c-d277-45e5-9b5a-2850fc37a87e","block_type":"box","text":"above. Avoidance of investments in REITs that generate excess inclusion income may require the Fund to forego otherwise","page_number":84,"box":{"x":59,"y":169,"width":857,"height":12}},{"id":"996eb770-100e-43d2-b3d1-f533f0792bbe","block_type":"box","text":"attractive investment opportunities.","page_number":84,"box":{"x":59,"y":185,"width":249,"height":11}},{"id":"20bbc15d-d449-4842-9dd1-96424eb772a7","block_type":"box","text":"Reporting.","page_number":84,"box":{"x":60,"y":211,"width":73,"height":12}},{"id":"25d1153c-0921-4f5f-9878-c89a1d89b819","block_type":"box","text":"If a shareholder recognizes a loss with respect to the Fund’s shares of $2 million or more for an individual","page_number":84,"box":{"x":143,"y":210,"width":735,"height":13}},{"id":"1075aa58-5602-45ca-8018-861048ab9e17","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":84,"box":{"x":59,"y":225,"width":872,"height":13}},{"id":"59d81f62-2696-49a7-b2ca-967ac03b782e","block_type":"box","text":"on IRS Form 8886. Direct shareholders of portfolio securities are in many cases exempted from this reporting requirement,","page_number":84,"box":{"x":59,"y":240,"width":856,"height":13}},{"id":"414afee2-baa6-4170-8421-567d13bd1d54","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":84,"box":{"x":60,"y":256,"width":797,"height":12}},{"id":"1c4dc4d7-3820-420e-89ff-af15915aae03","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":84,"box":{"x":60,"y":271,"width":850,"height":12}},{"id":"453acd2b-13d3-4271-9409-1e54c4da6783","block_type":"box","text":"should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.","page_number":84,"box":{"x":59,"y":286,"width":868,"height":12}},{"id":"78733cde-0f3b-4411-a861-c02d39ee74a9","block_type":"box","text":"Other Taxes.","page_number":84,"box":{"x":59,"y":312,"width":89,"height":10}},{"id":"d2cd37f3-ef83-4760-a3a4-1fdcf77087c0","block_type":"box","text":"Dividends, distributions and redemption proceeds may also be subject to additional state, local and non-U.S.","page_number":84,"box":{"x":158,"y":312,"width":759,"height":13}},{"id":"5c9e4340-702d-42bf-9cf6-d2c448533fac","block_type":"box","text":"taxes depending on each shareholder’s particular situation.","page_number":84,"box":{"x":59,"y":327,"width":413,"height":13}},{"id":"dc8654df-ea77-4dda-917c-581a2a3eaf48","block_type":"box","text":"Taxation of Non-U.S. Shareholders.","page_number":84,"box":{"x":58,"y":354,"width":253,"height":10}},{"id":"7748acb7-dae0-466d-8994-d9ca029294e4","block_type":"box","text":"Dividends paid by the Fund to non-U.S. shareholders are generally subject to","page_number":84,"box":{"x":321,"y":354,"width":534,"height":12}},{"id":"af4c9d99-43c3-4049-b94d-566da51f97ea","block_type":"box","text":"withholding tax at a 30% rate or a reduced rate specified by an applicable income tax treaty to the extent derived from","page_number":84,"box":{"x":59,"y":369,"width":828,"height":12}},{"id":"4b5afc32-41ae-4a60-b87c-393a6a85d9d9","block_type":"box","text":"investment income and short-term capital gains. Dividends paid by the Fund from net tax-exempt income or long-term","page_number":84,"box":{"x":60,"y":384,"width":834,"height":12}},{"id":"261fd22e-44e8-430c-88ca-5e856ca38d00","block_type":"box","text":"capital gains are generally not subject to such withholding tax. In order to obtain a reduced rate of withholding, a non-U.S.","page_number":84,"box":{"x":59,"y":399,"width":857,"height":13}},{"id":"3ed3cc40-48fc-461e-a319-7c281cc36780","block_type":"box","text":"shareholder will be required to provide an IRS Form W-8BEN or IRS Form W-8BEN-E certifying its entitlement to benefits","page_number":84,"box":{"x":59,"y":414,"width":839,"height":13}},{"id":"495e2c0c-af07-4e6b-aa83-820c5989592e","block_type":"box","text":"under a treaty. The withholding tax does not apply to regular dividends paid to a non-U.S. shareholder who provides an IRS","page_number":84,"box":{"x":60,"y":429,"width":860,"height":13}},{"id":"77dcdcb7-d3cd-4a15-a40b-86bd2343d671","block_type":"box","text":"Form W-8ECI, certifying that the dividends are effectively connected with the non-U.S. shareholder’s conduct of a trade or","page_number":84,"box":{"x":60,"y":445,"width":853,"height":12}},{"id":"4e0f5837-af92-4f60-adcc-eb6e44a8bd3f","block_type":"box","text":"business within the U.S. Instead, the effectively connected dividends will be subject to regular U.S. income tax as if the non","page_number":84,"box":{"x":60,"y":460,"width":862,"height":12}},{"id":"56c0f7f1-2145-4896-b5e9-8c60f05631b8","block_type":"box","text":"U.S. shareholder were a U.S. shareholder. A non-U.S. corporation receiving effectively connected dividends may also be","page_number":84,"box":{"x":60,"y":475,"width":829,"height":12}},{"id":"18de3787-5957-4f87-b102-6c56d91e0d2c","block_type":"box","text":"subject to additional “branch profits tax” imposed at a rate of 30% (or lower treaty rate). A non-U.S. shareholder who fails to","page_number":84,"box":{"x":59,"y":490,"width":872,"height":12}},{"id":"0972f7e8-eec4-4a19-b3f2-0483360d5a3d","block_type":"box","text":"provide an IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable form may be subject to backup withholding at the","page_number":84,"box":{"x":59,"y":505,"width":844,"height":12}},{"id":"5d2b66b5-040c-4c47-a352-84136eb2f07c","block_type":"box","text":"appropriate rate.","page_number":84,"box":{"x":59,"y":521,"width":115,"height":11}},{"id":"e5ed149a-d191-47bb-b45e-e7fd1d9517ca","block_type":"box","text":"Properly-reported dividends are generally exempt from U.S. federal withholding tax where they (i) are paid in respect of the","page_number":84,"box":{"x":60,"y":547,"width":860,"height":12}},{"id":"72f46281-2b02-4ad9-9992-a252db47065e","block_type":"box","text":"Fund’s “qualified net interest income” (generally, the Fund’s U.S. source interest income, other than certain contingent","page_number":84,"box":{"x":60,"y":562,"width":827,"height":12}},{"id":"5fed93c8-7ba3-4333-98b8-fe5adf73bb64","block_type":"box","text":"interest and interest from obligations of a corporation or partnership in which the Fund is at least a 10% shareholder or","page_number":84,"box":{"x":60,"y":577,"width":834,"height":12}},{"id":"5aa6a2d2-1d8a-4ea4-8e4b-5b9ef6ecb298","block_type":"box","text":"partner, reduced by expenses that are allocable to such income) or (ii) are paid in respect of the Fund’s “qualified short-term","page_number":84,"box":{"x":59,"y":592,"width":868,"height":12}},{"id":"6f9b3084-2210-4028-a98d-078bef02afb2","block_type":"box","text":"capital gains” (generally, the excess of the Fund’s net short-term capital gain over the Fund’s long-term capital loss for such","page_number":84,"box":{"x":59,"y":607,"width":866,"height":12}},{"id":"d61fcdd4-727e-4730-8d61-dc0a232d2118","block_type":"box","text":"taxable year). However, depending on its circumstances, the Fund may report all, some or none of its potentially eligible","page_number":84,"box":{"x":59,"y":622,"width":837,"height":13}},{"id":"c9543958-65fd-4b2d-a041-7934e04db6a1","block_type":"box","text":"dividends as such qualified net interest income or as qualified short-term capital gains and/or treat such dividends, in whole","page_number":84,"box":{"x":59,"y":637,"width":871,"height":13}},{"id":"b157f918-5162-42e8-9123-a823b63c4cfa","block_type":"box","text":"or in part, as ineligible for this exemption from withholding. In order to qualify for this exemption from withholding, a non","page_number":84,"box":{"x":59,"y":652,"width":857,"height":13}},{"id":"d5320797-7105-45a9-aafb-1b53d3dd719d","block_type":"box","text":"U.S. shareholder will need to comply with applicable certification requirements relating to its non-U.S. status (including, in","page_number":84,"box":{"x":60,"y":668,"width":853,"height":12}},{"id":"6739585e-7b5f-4a3a-9d86-8da95a265838","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":84,"box":{"x":59,"y":683,"width":839,"height":12}},{"id":"b453ee9f-3bcb-42cb-a06a-7b5f50c1a7ae","block_type":"box","text":"intermediary, the intermediary may withhold even if the Fund reports the payment as qualified net interest income or","page_number":84,"box":{"x":60,"y":698,"width":818,"height":12}},{"id":"3fd095f8-5aab-4eb6-b4dd-06ce3e2997b9","block_type":"box","text":"qualified short-term capital gain. Non-U.S. shareholders should contact their intermediaries with respect to the application of","page_number":84,"box":{"x":59,"y":713,"width":878,"height":12}},{"id":"4119dea4-10e8-4a66-9724-22021b42ad75","block_type":"box","text":"these rules to their accounts.","page_number":84,"box":{"x":59,"y":728,"width":202,"height":10}},{"id":"d1585589-9413-4978-9839-d5161ed67693","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":84,"box":{"x":59,"y":754,"width":862,"height":13}},{"id":"ba569902-075d-44b3-9784-4f2c086d3def","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":84,"box":{"x":60,"y":770,"width":864,"height":12}},{"id":"9f9381dc-34b4-42bb-9b17-8e2c0529a7bd","block_type":"box","text":"Internal Revenue Code and Treasury regulations). Fund distributions that are attributable to gain from the disposition of a","page_number":84,"box":{"x":60,"y":785,"width":849,"height":12}},{"id":"5e52d101-65cb-4d24-8875-dc9cbfdb2189","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":84,"box":{"x":60,"y":800,"width":870,"height":12}},{"id":"76fa2eb4-e711-4bf3-b1b3-87e4e0d5aecd","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":84,"box":{"x":59,"y":815,"width":875,"height":12}},{"id":"9c4afd55-42d5-460f-a90e-8a22eddc7c4b","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":84,"box":{"x":59,"y":830,"width":835,"height":12}},{"id":"a0424c00-7386-40b9-8d9a-c231480af92b","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":84,"box":{"x":60,"y":845,"width":822,"height":13}},{"id":"b5814db9-bbf7-4bcb-b317-d455389162d4","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":84,"box":{"x":59,"y":860,"width":726,"height":13}},{"id":"103a0d7a-54a0-4e01-b8cb-fa2ce19f4f84","block_type":"box","text":"71","page_number":84,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"b9c4d17c-e208-4590-ab09-c01afc1f63f4","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":85,"box":{"x":59,"y":67,"width":846,"height":12}},{"id":"d0cedd4e-a6ea-4056-9e47-41a7715de75b","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":85,"box":{"x":59,"y":82,"width":860,"height":12}},{"id":"25422a90-4099-4bf2-86a8-1733ab3a3c60","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":85,"box":{"x":59,"y":97,"width":881,"height":12}},{"id":"4f423150-f480-4aa6-b44d-5cf1b668018d","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":85,"box":{"x":59,"y":112,"width":858,"height":12}},{"id":"c706729b-0f42-4da5-a56c-12c62deae49f","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":85,"box":{"x":59,"y":127,"width":871,"height":12}},{"id":"280920b1-dcca-4039-ae95-7b27ed45cc4d","block_type":"box","text":"tax advisors concerning the particular tax consequences to them of an investment in the Fund.","page_number":85,"box":{"x":59,"y":142,"width":664,"height":13}},{"id":"16b9e5df-96de-40f4-a239-4782bf9f5aef","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":85,"box":{"x":59,"y":169,"width":874,"height":12}},{"id":"33e722b1-5048-4349-ad70-f1e05854863d","block_type":"box","text":"obligations discussed above through the sale and repurchase of Fund shares.","page_number":85,"box":{"x":59,"y":184,"width":539,"height":12}},{"id":"73d4051c-17b0-484f-bfce-e9a7f3e80fa4","block_type":"box","text":"Shareholders that are nonresident aliens or foreign entities are urged to consult their own tax advisors concerning the","page_number":85,"box":{"x":59,"y":210,"width":825,"height":13}},{"id":"a659d69b-7e8f-474c-abd1-7ae08e2e69c8","block_type":"box","text":"particular tax consequences to them of an investment in a Fund.","page_number":85,"box":{"x":59,"y":225,"width":451,"height":13}},{"id":"3e202093-a6e5-45ce-b6bf-93906f87bf62","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":85,"box":{"x":59,"y":252,"width":870,"height":12}},{"id":"20061777-2ab5-4262-a3a6-8d63fd440229","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":85,"box":{"x":59,"y":267,"width":821,"height":12}},{"id":"360c9014-435d-487a-adb2-24ab5c2a906c","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":85,"box":{"x":60,"y":282,"width":866,"height":12}},{"id":"9fb7a6e3-b562-41cf-9d8b-c657d371a947","block_type":"box","text":"certain information regarding their direct and indirect U.S. owners. To avoid withholding, foreign financial institutions will","page_number":85,"box":{"x":59,"y":297,"width":847,"height":13}},{"id":"855ec98e-47ce-427c-8716-5558eba2334c","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":85,"box":{"x":60,"y":312,"width":840,"height":13}},{"id":"42b4cccf-bfe4-44ea-a823-9e0dfcd4709d","block_type":"box","text":"addresses and taxpayer identification numbers of direct and indirect U.S. account holders; comply with due diligence","page_number":85,"box":{"x":59,"y":327,"width":818,"height":13}},{"id":"76f587d8-7a58-4e6d-99ed-fde6a7f22758","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":85,"box":{"x":59,"y":343,"width":830,"height":12}},{"id":"98f1fc9f-f669-47f8-98ea-f63f5e7dc0c9","block_type":"box","text":"accounts maintained; agree to withhold tax on certain payments made to non-compliant foreign financial institutions or to","page_number":85,"box":{"x":59,"y":358,"width":861,"height":12}},{"id":"6f8ef3ff-22ce-4e58-a104-d6d9688fc3f4","block_type":"box","text":"account holders who fail to provide the required information; and determine certain other information concerning their","page_number":85,"box":{"x":59,"y":373,"width":835,"height":12}},{"id":"ad647760-e3ae-4192-94b6-ebd0b780265e","block_type":"box","text":"account holders, or (ii) in the event an intergovernmental agreement and implementing legislation are adopted, provide local","page_number":85,"box":{"x":59,"y":388,"width":874,"height":12}},{"id":"e085919a-08c2-498a-9c47-5acc0ceab729","block_type":"box","text":"revenue authorities with similar account holder information. Other foreign entities may need to report the name, address,","page_number":85,"box":{"x":60,"y":403,"width":849,"height":12}},{"id":"b1996f05-b853-446c-9f7b-4c3fd3bfcba7","block_type":"box","text":"and taxpayer identification number of each substantial U.S. owner or provide certifications of no substantial U.S. ownership","page_number":85,"box":{"x":59,"y":418,"width":863,"height":12}},{"id":"44c532ca-444b-4e6b-a4c3-5e1020e24d8c","block_type":"box","text":"unless certain exceptions apply.","page_number":85,"box":{"x":60,"y":433,"width":220,"height":13}},{"id":"faef88c1-9b3c-4276-a344-0b61578555f0","block_type":"box","text":"Shares of the 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":85,"box":{"x":59,"y":460,"width":871,"height":12}},{"id":"1addd4aa-fce0-45a7-9f47-3373b5ea92c5","block_type":"box","text":"estate tax.","page_number":85,"box":{"x":59,"y":476,"width":71,"height":9}},{"id":"e3d92fbb-6cc6-485d-90a3-23ce8e3c7db1","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":85,"box":{"x":59,"y":501,"width":872,"height":13}},{"id":"0bbc93c1-487d-43e9-8a31-2ae24fab84f7","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":85,"box":{"x":59,"y":516,"width":864,"height":13}},{"id":"c63c1872-f555-482f-b841-46164651266d","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":85,"box":{"x":59,"y":531,"width":875,"height":13}},{"id":"4af2d215-99ef-4a47-9290-e52b51826c9c","block_type":"box","text":"is based on applicable provisions of the Internal Revenue Code, regulations, judicial authority and administrative","page_number":85,"box":{"x":60,"y":547,"width":782,"height":12}},{"id":"8d069ec6-2cdf-42e0-8942-9b247c532b0b","block_type":"box","text":"interpretations in effect on the date of this SAI. Changes in applicable authority could materially affect the conclusions","page_number":85,"box":{"x":60,"y":562,"width":826,"height":12}},{"id":"0aa99191-37ee-4930-bcbe-c9b67060e67d","block_type":"box","text":"discussed above, and such changes often occur.","page_number":85,"box":{"x":59,"y":577,"width":337,"height":12}},{"id":"da982648-ab9c-4437-b667-b0adaa48f550","block_type":"box","text":"Financial Statements","page_number":85,"box":{"x":62,"y":608,"width":348,"height":23}},{"id":"4a1f2c32-d2c8-4715-8994-c2173c660aca","block_type":"box","text":"The Fund’s financial statements, financial highlights and notes thereto and the report therein of PricewaterhouseCoopers","page_number":85,"box":{"x":59,"y":649,"width":850,"height":12}},{"id":"ff4507f1-d71a-407d-a1fe-a65b7495c265","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":85,"box":{"x":60,"y":664,"width":857,"height":12}},{"id":"2464158e-e42a-4582-a183-60212df995d1","block_type":"box","text":"reference. No other portions of a Fund’s Form N-CSR are incorporated by reference herein. The Fund’s Form N-CSR is located","page_number":85,"box":{"x":60,"y":679,"width":873,"height":12}},{"id":"38edd16f-16c8-4d0d-83fd-60703a007165","block_type":"box","text":"here. A copy of the Fund’s Annual and Semi-Annual Reports and Annual and Semi-Annual Financial Statements may be","page_number":85,"box":{"x":60,"y":694,"width":839,"height":12}},{"id":"453cda62-878b-4efe-aa5f-9aa829782856","block_type":"box","text":"obtained without charge as described on the cover page of this SAI.","page_number":85,"box":{"x":59,"y":709,"width":473,"height":12}},{"id":"11547fc5-3882-437b-b73c-715d0d98298e","block_type":"box","text":"Miscellaneous Information","page_number":85,"box":{"x":61,"y":740,"width":445,"height":23}},{"id":"e5de6c84-608a-4359-b3eb-021185e53528","block_type":"box","text":"Counsel.","page_number":85,"box":{"x":59,"y":781,"width":61,"height":10}},{"id":"e3c6c839-f5c9-4e37-bb53-59cec1f3d1dd","block_type":"box","text":"Willkie Farr & Gallagher LLP, located at 787 Seventh Avenue, New York, NY 10019, is counsel to the Trust.","page_number":85,"box":{"x":129,"y":781,"width":733,"height":12}},{"id":"35e72860-e2d8-4958-8bbf-8a9b9ee6927e","block_type":"box","text":"Independent Registered Public Accounting Firm.","page_number":85,"box":{"x":60,"y":807,"width":349,"height":13}},{"id":"6ee1274e-543b-49db-bb84-de13c34a6cd3","block_type":"box","text":"PricewaterhouseCoopers LLP, located at Two Commerce Square, 2001","page_number":85,"box":{"x":419,"y":807,"width":488,"height":13}},{"id":"97ec6b62-8e8a-4cf8-b3bb-460d4cefc9c8","block_type":"box","text":"Market Street, Philadelphia, PA 19103, serves as the Trust’s independent registered public accounting firm, audits the Fund’s","page_number":85,"box":{"x":59,"y":823,"width":868,"height":12}},{"id":"023006b4-5e37-4f8e-9a7d-fe39be9d0ac7","block_type":"box","text":"financial statements, and may perform other services.","page_number":85,"box":{"x":59,"y":838,"width":376,"height":12}},{"id":"ba1a1af9-73dc-4915-9b05-23f076ac1dc8","block_type":"box","text":"72","page_number":85,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"fa5ac5e5-a432-4859-b822-46cfde3e0022","block_type":"box","text":"Shareholder Communications to the Board.","page_number":86,"box":{"x":59,"y":67,"width":312,"height":9}},{"id":"6baa0b9c-c5a1-4c49-bd9f-71528edf2345","block_type":"box","text":"The Board has established a process for shareholders to communicate with the","page_number":86,"box":{"x":380,"y":67,"width":555,"height":12}},{"id":"2c3fc81c-c3da-4f8a-aa3c-ffb13ce0afbb","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":86,"box":{"x":60,"y":82,"width":863,"height":12}},{"id":"72d7997f-6db9-43e3-b1c3-e89cbd8b20a1","block_type":"box","text":"BlackRock Fund Advisors, iShares Fund Administration, 400 Howard Street, San Francisco, CA 94105. Shareholder","page_number":86,"box":{"x":60,"y":97,"width":796,"height":11}},{"id":"e7853c3c-38a1-402c-9034-03fb168c69a6","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":86,"box":{"x":59,"y":112,"width":868,"height":12}},{"id":"be34b8f1-afd7-4f2b-af0c-36ada137d3d5","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":86,"box":{"x":60,"y":127,"width":863,"height":12}},{"id":"0b3f8999-d664-4837-86af-6ee5fa422fbb","block_type":"box","text":"are owned indirectly through a broker, financial intermediary or other record owner, the name of the broker, financial","page_number":86,"box":{"x":59,"y":142,"width":814,"height":13}},{"id":"c272b7db-95c0-433b-a796-d18cfa927643","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":86,"box":{"x":60,"y":157,"width":866,"height":13}},{"id":"600856ed-08a8-4fba-b4a1-e44cf06fc88f","block_type":"box","text":"Trust and reported to the Board.","page_number":86,"box":{"x":59,"y":172,"width":224,"height":13}},{"id":"947b5da2-1cd8-41e5-8ef5-1702697662e1","block_type":"box","text":"Investors’ Rights.","page_number":86,"box":{"x":60,"y":199,"width":122,"height":12}},{"id":"56ddec63-6087-407b-a8c2-e1d593344c15","block_type":"box","text":"The Fund relies on the services of BFA and its other service providers, including the Distributor,","page_number":86,"box":{"x":190,"y":199,"width":663,"height":12}},{"id":"40a58316-ec73-49fe-8d19-53d33c8a48b9","block_type":"box","text":"administrator, custodian and transfer agent. Further information about the duties and roles of these service providers is set","page_number":86,"box":{"x":59,"y":214,"width":860,"height":12}},{"id":"d83281e3-f617-4ea2-b044-1b19795f266a","block_type":"box","text":"out in this SAI. Investors who acquire shares of the Fund are not parties to the relevant agreement with these service","page_number":86,"box":{"x":59,"y":229,"width":815,"height":12}},{"id":"497aadb7-b7af-46ee-a0df-98714e636dbe","block_type":"box","text":"providers and do not have express contractual rights against the Fund or its service providers, except certain institutional","page_number":86,"box":{"x":59,"y":244,"width":846,"height":13}},{"id":"53030e8b-767c-431c-bb06-33d0815833c1","block_type":"box","text":"investors that are Authorized Participants may have certain express contractual rights with respect to the Distributor under","page_number":86,"box":{"x":60,"y":259,"width":859,"height":13}},{"id":"0118271e-3a8b-4b78-9604-cc04cc90395e","block_type":"box","text":"the terms of the relevant Authorized Participant Agreement. Investors may have certain legal rights under federal or state law","page_number":86,"box":{"x":59,"y":274,"width":875,"height":13}},{"id":"5e36d198-ffcf-42b5-af50-f14c116082ce","block_type":"box","text":"against the Fund or its service providers. In the event that an investor considers that it may have a claim against the Fund, or","page_number":86,"box":{"x":59,"y":290,"width":871,"height":12}},{"id":"c6dd47e2-b362-4d50-ac40-69c29852c3c0","block_type":"box","text":"against any service provider in connection with its investment in the Fund, such investor should consult its own legal advisor.","page_number":86,"box":{"x":59,"y":305,"width":874,"height":12}},{"id":"1da96fc3-4b79-465a-9d9b-169f223d5b1d","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":86,"box":{"x":60,"y":331,"width":872,"height":13}},{"id":"ef8e5b1c-2318-4279-af4d-0e8b9b9d3297","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":86,"box":{"x":59,"y":346,"width":830,"height":13}},{"id":"0a4aae6e-5fc0-49ca-b344-ef0de6a52baa","block_type":"box","text":"Agreement. Jurisdiction over other claims, whether by investors or Authorized Participants, will turn on the facts of the","page_number":86,"box":{"x":59,"y":361,"width":828,"height":13}},{"id":"0199c601-4de2-4ab9-9cc7-be08001753df","block_type":"box","text":"particular case and the law of the jurisdiction in which the proceeding is brought.","page_number":86,"box":{"x":59,"y":377,"width":568,"height":12}},{"id":"dbd00cb3-4d8e-4216-bd72-f048164be9b4","block_type":"box","text":"73","page_number":86,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"fc4ec60e-a87b-4000-b329-f449c3936b1a","block_type":"box","text":"Appendix A - Proxy Voting Policies","page_number":87,"box":{"x":59,"y":67,"width":578,"height":30}},{"id":"5dc65b98-2000-4897-b1d8-528094aecff6","block_type":"box","text":"A-1","page_number":87,"box":{"x":486,"y":916,"width":22,"height":9}},{"id":"c2451f74-290c-475b-9395-43de523cfcf4","block_type":"box","text":"Open-End Active and Fixed Income Index Fund","page_number":88,"box":{"x":93,"y":67,"width":812,"height":30}},{"id":"78c4b1fc-388d-44f6-9d1c-41e3854979a2","block_type":"box","text":"Proxy Voting Policy","page_number":88,"box":{"x":334,"y":100,"width":332,"height":29}},{"id":"a601715d-ef63-4848-9288-6bc74f3651eb","block_type":"box","text":"Procedures Governing Delegation of Proxy Voting to Fund Advisers","page_number":88,"box":{"x":59,"y":143,"width":484,"height":13}},{"id":"498f3994-ba51-4bd8-a5cb-7efea7e07bcc","block_type":"box","text":"Effective Date: January 1, 2025","page_number":88,"box":{"x":60,"y":170,"width":217,"height":12}},{"id":"9b4cf65c-d15d-43bc-add7-c2754edc6c8e","block_type":"box","text":"Last Review Date: September 16, 2025","page_number":88,"box":{"x":60,"y":196,"width":275,"height":13}},{"id":"ab975105-0177-4eab-9c2c-bb36390fa6ca","block_type":"box","text":"________________________________________","page_number":88,"box":{"x":58,"y":233,"width":327,"height":1}},{"id":"827a23bc-aacc-4603-bc29-dffeaf9a2292","block_type":"box","text":"Applies to the following types of Funds registered under the 1940 Act:","page_number":88,"box":{"x":59,"y":249,"width":507,"height":13}},{"id":"12687e99-5ac0-434b-9e11-0e410c22a072","block_type":"box","text":"□","page_number":88,"box":{"x":59,"y":276,"width":15,"height":12}},{"id":"b7e40103-b6a9-494a-9d30-c09e7a66b25e","block_type":"box","text":"Index Equity Mutual Funds and Exchange-Traded Funds","page_number":88,"box":{"x":80,"y":276,"width":391,"height":12}},{"id":"36a62914-5ed6-4a4f-a0b8-14b05858b4c5","block_type":"box","text":"Open-End Active and Fixed Income Index Mutual Funds and Exchange-Traded Funds","page_number":88,"box":{"x":80,"y":302,"width":595,"height":13}},{"id":"b96155b4-8604-4d17-8feb-12a3a5bfd3c1","block_type":"box","text":"□","page_number":88,"box":{"x":59,"y":329,"width":15,"height":12}},{"id":"764430f0-adfd-474b-ae94-e99f2b81d30f","block_type":"box","text":"Money Market Funds","page_number":88,"box":{"x":80,"y":329,"width":148,"height":12}},{"id":"9362e887-1042-46eb-af31-b80fec8d59f6","block_type":"box","text":"□","page_number":88,"box":{"x":59,"y":356,"width":15,"height":11}},{"id":"9f755947-61cf-4c78-aa90-49e8eec50401","block_type":"box","text":"Closed-End Funds","page_number":88,"box":{"x":80,"y":355,"width":126,"height":10}},{"id":"d3fc2f4d-7a5b-42b5-a83b-240e5778b811","block_type":"box","text":"□","page_number":88,"box":{"x":59,"y":382,"width":15,"height":12}},{"id":"21e758d4-a9f5-4302-b07e-420d7deda6bb","block_type":"box","text":"Other","page_number":88,"box":{"x":80,"y":382,"width":39,"height":9}},{"id":"2803d67c-246c-4952-a265-ee85a516e232","block_type":"box","text":"________________________________________","page_number":88,"box":{"x":58,"y":419,"width":327,"height":0}},{"id":"ad2cbc70-6efe-4651-9676-892718de5f90","block_type":"box","text":"Objective and Scope","page_number":88,"box":{"x":59,"y":434,"width":147,"height":13}},{"id":"31ae6a85-fae7-4efb-a292-3a05f7ce0d81","block_type":"box","text":"Set forth below is the Open-End Active and Fixed Income Index Fund Proxy Voting Policy.","page_number":88,"box":{"x":59,"y":461,"width":622,"height":12}},{"id":"caf67c1e-692c-4027-82b9-ff216e50a9f2","block_type":"box","text":"Policy / Document Requirements and Statements","page_number":88,"box":{"x":60,"y":487,"width":356,"height":13}},{"id":"32cc032e-f3a9-4f40-b4e5-52323a40f737","block_type":"box","text":"The Boards of Trustees/Directors (“Directors”) of certain open-end funds (the “Funds”) advised by BlackRock Fund Advisors","page_number":88,"box":{"x":59,"y":514,"width":873,"height":12}},{"id":"cb1a569c-e2d6-4c3f-869d-0057f85f62b8","block_type":"box","text":"or BlackRock Advisors, LLC (“BlackRock”), have the responsibility for the oversight of voting proxies relating to portfolio","page_number":88,"box":{"x":59,"y":529,"width":835,"height":12}},{"id":"1734a645-fdae-4f88-9f28-205de78ed723","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":88,"box":{"x":59,"y":544,"width":854,"height":12}},{"id":"36585a37-8b72-4fef-a7d4-ff8856760802","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":88,"box":{"x":59,"y":559,"width":878,"height":13}},{"id":"b4bdc298-5ee2-4cc2-b291-abb1268f0e55","block_type":"box","text":"to manage, acquire and dispose of account assets, all as contemplated by the Funds’ respective investment management","page_number":88,"box":{"x":59,"y":574,"width":849,"height":13}},{"id":"75e79962-fc56-48f7-93e0-d621cdc24ed1","block_type":"box","text":"agreements.","page_number":88,"box":{"x":59,"y":591,"width":86,"height":11}},{"id":"c670d6ec-4ec3-4411-8554-f4aeed212f45","block_type":"box","text":"BlackRock has adopted the BlackRock Active Investment Stewardship Global Engagement and Voting Guidelines (as from","page_number":88,"box":{"x":60,"y":616,"width":849,"height":12}},{"id":"830f377a-fe28-45f9-87d9-ddc8c260ebce","block_type":"box","text":"time to time amended, the “Guidelines”) governing proxy voting by active and fixed income index Funds managed by","page_number":88,"box":{"x":59,"y":631,"width":821,"height":12}},{"id":"441e4bb7-d09c-4e47-b5fa-5a1da289b607","block_type":"box","text":"BlackRock. The Guidelines include “climate and decarbonization” guidelines which apply to the Funds listed in Appendix A, if","page_number":88,"box":{"x":60,"y":646,"width":874,"height":12}},{"id":"b0cbccda-a679-4733-82f3-a86e6abc42b5","block_type":"box","text":"any.","page_number":88,"box":{"x":59,"y":664,"width":26,"height":10}},{"id":"fd358f01-5e7d-4291-bc87-ad297bc6c7ca","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":88,"box":{"x":60,"y":688,"width":876,"height":12}},{"id":"95c83822-7dae-414f-8132-0e625abeb922","block_type":"box","text":"held by each such Fund (or may refrain from voting) in accordance with the Guidelines.","page_number":88,"box":{"x":60,"y":703,"width":610,"height":12}},{"id":"45a99c8e-160b-4677-acb7-34eb9571b23d","block_type":"box","text":"Conflicts Management","page_number":88,"box":{"x":59,"y":729,"width":164,"height":13}},{"id":"90d128c4-cab2-41ed-b99f-d4525683961e","block_type":"box","text":"BlackRock Active Investment Stewardship (“BAIS”) maintains policies and procedures that seek to prevent undue influence","page_number":88,"box":{"x":60,"y":756,"width":860,"height":12}},{"id":"87803730-ecdd-4239-b233-7b6f7723b0bf","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":88,"box":{"x":59,"y":771,"width":775,"height":12}},{"id":"4ea61680-a749-4245-9f1e-5e35b70e87cc","block_type":"box","text":"responsibilities. Potential material conflicts, and the resultant potential for undue influence, might be due to a relationship","page_number":88,"box":{"x":60,"y":786,"width":851,"height":12}},{"id":"17d172eb-dfe7-4f33-a174-d5718e65ecb3","block_type":"box","text":"between the investee company (or any shareholder proponent or dissident shareholder) and BlackRock, BlackRock’s affiliates","page_number":88,"box":{"x":60,"y":801,"width":874,"height":12}},{"id":"2ad89ac5-95e0-4e40-926b-edff4b3b18a1","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":88,"box":{"x":59,"y":816,"width":845,"height":13}},{"id":"e3184d12-281c-4b35-985b-f4ddbddf7531","block_type":"box","text":"outlined in detail in the Guidelines. In mitigating conflicts, BAIS will adhere to the Guidelines.","page_number":88,"box":{"x":59,"y":831,"width":646,"height":13}},{"id":"50d310d9-971c-45ae-b98b-a91f0bdb0066","block_type":"box","text":"In certain instances, BAIS will engage an independent third-party voting service provider to make proxy voting","page_number":88,"box":{"x":60,"y":858,"width":768,"height":12}},{"id":"5049a5cd-ab55-4f6d-ba1d-38bea94daf18","block_type":"box","text":"recommendations as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance","page_number":88,"box":{"x":60,"y":873,"width":783,"height":12}},{"id":"7d558766-82ff-4ae6-b832-d446371367c2","block_type":"box","text":"requirements, or as may be otherwise required by applicable law.","page_number":88,"box":{"x":60,"y":888,"width":451,"height":12}},{"id":"606f62ab-9c13-4592-9a04-113e2cc305f0","block_type":"box","text":"A-2","page_number":88,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"eb60d3e3-d61c-4542-a659-9ccb8633ee29","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":89,"box":{"x":59,"y":67,"width":868,"height":12}},{"id":"48c717a5-5022-49eb-a467-bcd9f1dc823f","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":89,"box":{"x":60,"y":82,"width":868,"height":12}},{"id":"7c76c4f7-2e7f-43c8-940c-ee07bac14ca8","block_type":"box","text":"The Guidelines set forth BlackRock’s approach to recalling securities on loan in connection with proxy voting.","page_number":89,"box":{"x":59,"y":97,"width":763,"height":12}},{"id":"a725db8d-9568-429e-a596-3af57376daba","block_type":"box","text":"Reports to the Board","page_number":89,"box":{"x":60,"y":123,"width":147,"height":13}},{"id":"fe93fad9-c513-4b02-8195-abf32c3ac1f7","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":89,"box":{"x":60,"y":150,"width":859,"height":12}},{"id":"bfea8bf0-d027-4c69-b9f1-d82efbbff74e","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":89,"box":{"x":60,"y":165,"width":862,"height":12}},{"id":"75b1399c-9aa3-490d-9980-6e0dbf7a95b6","block_type":"box","text":"Guidelines and (2) any material changes to the Guidelines, including material changes to conflicts management practices,","page_number":89,"box":{"x":59,"y":180,"width":854,"height":12}},{"id":"0b8eae1f-d220-49f0-88f6-caf18d90510d","block_type":"box","text":"that have not previously been reported.","page_number":89,"box":{"x":59,"y":195,"width":274,"height":12}},{"id":"3e467c04-4203-4ad6-a651-14bc21be8b69","block_type":"box","text":"Appendix A","page_number":89,"box":{"x":59,"y":222,"width":85,"height":12}},{"id":"4d226e26-edf1-4375-83b8-00a810da8e1d","block_type":"box","text":"BlackRock U.S. Carbon Transition Readiness ETF","page_number":89,"box":{"x":60,"y":248,"width":336,"height":10}},{"id":"c30a253c-63c5-4b01-b036-b6381c023bec","block_type":"box","text":"BlackRock World ex U.S. Carbon Transition Readiness ETF","page_number":89,"box":{"x":60,"y":274,"width":402,"height":10}},{"id":"f3f56bc5-0625-4cf3-b0b9-a03170761f3a","block_type":"box","text":"A-3","page_number":89,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"2227302f-754a-4a06-8e69-3bef7a0d3914","block_type":"box","text":"BlackRock Active Investment Stewardship","page_number":90,"box":{"x":139,"y":67,"width":721,"height":30}},{"id":"f04b5006-7a7c-4e3c-9aff-72722213253f","block_type":"box","text":"Global Engagement and Voting Guidelines","page_number":90,"box":{"x":59,"y":111,"width":304,"height":12}},{"id":"4bc3b2f5-1281-4287-9c28-c280d1d0114d","block_type":"box","text":"Effective as of January 2026","page_number":90,"box":{"x":76,"y":137,"width":198,"height":13}},{"id":"2f52e073-441e-4378-9c6c-8dc198b8147e","block_type":"box","text":"Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4","page_number":90,"box":{"x":141,"y":199,"width":716,"height":10}},{"id":"ef91054a-731d-47ed-a3ac-604755f832b3","block_type":"box","text":"Introduction to BlackRock","page_number":90,"box":{"x":141,"y":218,"width":181,"height":10}},{"id":"4fc68ee9-34cb-47a9-ad53-e34a00d631f6","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5","page_number":90,"box":{"x":326,"y":218,"width":530,"height":10}},{"id":"4b97d69a-a57b-45b0-bb4e-b47fcfa93c25","block_type":"box","text":"About BlackRock Active Investment Stewardship","page_number":90,"box":{"x":140,"y":237,"width":340,"height":12}},{"id":"5fbf3994-2438-4e8b-adb9-8eb32c4525a5","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5","page_number":90,"box":{"x":483,"y":237,"width":373,"height":9}},{"id":"9863fbe3-065f-4428-8629-b4763d47b6d3","block_type":"box","text":"Our approach to stewardship within active equities","page_number":90,"box":{"x":141,"y":256,"width":356,"height":12}},{"id":"b75ec898-60ee-44cf-a656-a1e45e067640","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":90,"box":{"x":502,"y":256,"width":355,"height":9}},{"id":"d557d58a-0868-4c05-872f-4c6ee40e902d","block_type":"box","text":"Our approach to stewardship within fixed income","page_number":90,"box":{"x":141,"y":274,"width":346,"height":13}},{"id":"ae44f08c-e312-4c7f-a0da-2772895468a3","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":90,"box":{"x":489,"y":275,"width":368,"height":9}},{"id":"f28f3cfd-c48e-4dcc-9f7d-95b8f50a04b3","block_type":"box","text":"Boards of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":90,"box":{"x":141,"y":293,"width":716,"height":10}},{"id":"8b3f077e-8ad8-4383-8de9-91a89c621c2e","block_type":"box","text":"Executive compensation","page_number":90,"box":{"x":141,"y":313,"width":169,"height":12}},{"id":"412e62f7-7438-4f96-84f3-e5452971d2a9","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9","page_number":90,"box":{"x":313,"y":313,"width":544,"height":9}},{"id":"b22fe4d2-645e-4e80-bf55-99f754e9c671","block_type":"box","text":"Non-executive director compensation","page_number":90,"box":{"x":141,"y":331,"width":263,"height":13}},{"id":"b1ce46d6-903f-4734-85aa-24ccf6f90de4","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10","page_number":90,"box":{"x":411,"y":332,"width":446,"height":9}},{"id":"545d7564-84fa-414d-800b-f22730cd9580","block_type":"box","text":"Capital structure","page_number":90,"box":{"x":141,"y":350,"width":115,"height":12}},{"id":"45c8db25-32a5-44b9-8e49-1df6dc9616ad","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10","page_number":90,"box":{"x":261,"y":351,"width":596,"height":9}},{"id":"89586e57-b290-4981-8a7c-2a25e07d7c70","block_type":"box","text":"Transactions and special situations","page_number":90,"box":{"x":140,"y":369,"width":245,"height":12}},{"id":"0c9abc3d-872e-4cac-9b41-ba6c4a457c44","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10","page_number":90,"box":{"x":391,"y":370,"width":466,"height":9}},{"id":"8ac29fe4-8fff-4b4f-9789-d26cdd90a6bf","block_type":"box","text":"Corporate reporting, risk management and audit","page_number":90,"box":{"x":141,"y":388,"width":340,"height":12}},{"id":"e17cb5d7-93bf-4678-93f6-a82ffacc58b2","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-11","page_number":90,"box":{"x":483,"y":388,"width":371,"height":10}},{"id":"77de686b-1cfe-473f-91f9-db9c00cf0b2d","block_type":"box","text":"Shareholder rights and protections","page_number":90,"box":{"x":140,"y":407,"width":243,"height":12}},{"id":"9daf3204-48b0-4616-a0d4-a4783ab543b8","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-12","page_number":90,"box":{"x":391,"y":407,"width":466,"height":9}},{"id":"448aa3ab-5dc6-4127-8553-238985110039","block_type":"box","text":"Shareholder proposals","page_number":90,"box":{"x":140,"y":426,"width":157,"height":12}},{"id":"0f5fbf98-d1da-46cf-be27-7ee17be8f628","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":90,"box":{"x":300,"y":426,"width":556,"height":9}},{"id":"303f54d4-c1b6-428c-b6ec-91ef028f50ee","block_type":"box","text":"Corporate political activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":90,"box":{"x":141,"y":445,"width":715,"height":12}},{"id":"87bd67f9-dc16-4179-a334-7ffa4d561c8d","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":90,"box":{"x":141,"y":463,"width":373,"height":13}},{"id":"f604ce08-c335-4e82-9ff8-3e326e6a5b90","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-14","page_number":90,"box":{"x":515,"y":464,"width":342,"height":9}},{"id":"2a4e3f6c-bd8b-4dfa-b6e4-fb6cbc63686c","block_type":"box","text":"Key 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companies alongside and on behalf of those teams when appropriate. The team is responsible for","page_number":90,"box":{"x":59,"y":625,"width":820,"height":12}},{"id":"016040d7-cf5a-4212-a17f-d757c760f697","block_type":"box","text":"establishing voting guidelines for the active equity platform, providing vote recommendations and operationalizing voting","page_number":90,"box":{"x":59,"y":640,"width":851,"height":12}},{"id":"90c5588f-7d4e-46c7-aad6-f98d4637e490","block_type":"box","text":"decisions. The guidance informs the voting recommendations BAIS makes to BlackRock’s active portfolio managers. It","page_number":90,"box":{"x":59,"y":655,"width":828,"height":12}},{"id":"29fa4372-7626-46ef-9027-aa5c1eab7695","block_type":"box","text":"applies to active equity holdings in BlackRock’s fundamental equity, systematic equity and multi-asset solutions strategies. It","page_number":90,"box":{"x":59,"y":670,"width":872,"height":12}},{"id":"bf30a2bd-6b6a-4346-ae96-924e60cfde2c","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":90,"box":{"x":59,"y":685,"width":872,"height":13}},{"id":"7e948315-4361-408b-ad93-88d7089b858f","block_type":"box","text":"securities or conduct issuer engagements. The guidelines are not prescriptive as active portfolio managers have discretion as","page_number":90,"box":{"x":59,"y":700,"width":874,"height":13}},{"id":"d28771cd-4a3f-4891-8e16-8f080d30e9cf","block_type":"box","text":"to how they integrate these guidelines within their investment processes in light of their clients’ or funds’ investment","page_number":90,"box":{"x":59,"y":715,"width":817,"height":13}},{"id":"c45b84bf-ab7c-4e45-a466-b250bad4147b","block_type":"box","text":"objectives. There are separate, independently developed principles and voting policies that are applied to BlackRock’s index","page_number":90,"box":{"x":59,"y":731,"width":862,"height":12}},{"id":"432eda15-f0dc-4598-a7c0-f9c652af9a54","block_type":"box","text":"equity investments by a distinct and independent function, BlackRock Investment Stewardship.","page_number":90,"box":{"x":59,"y":746,"width":664,"height":12}},{"id":"060afe9a-7f1c-4c85-bf0c-a12f375cd4e2","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":90,"box":{"x":59,"y":813,"width":840,"height":10}},{"id":"c00ff5e0-dded-46f1-9823-346b71f639e9","block_type":"box","text":"uity","page_number":90,"box":{"x":901,"y":814,"width":20,"height":9}},{"id":"0077ad88-cc33-4869-88de-69da61b79726","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":90,"box":{"x":92,"y":826,"width":827,"height":10}},{"id":"3cd442bd-3a96-4e6d-912f-bb5fa6f8c671","block_type":"box","text":"e","page_number":90,"box":{"x":921,"y":828,"width":5,"height":5}},{"id":"4f7b938b-aa33-4a5f-8601-cd5b41711c18","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":90,"box":{"x":92,"y":838,"width":824,"height":10}},{"id":"90c2ce68-1e0a-4f23-9c83-b18c5d3d7f8f","block_type":"box","text":"ers","page_number":90,"box":{"x":916,"y":841,"width":16,"height":5}},{"id":"632cfbcc-708c-4d67-9c8d-cf55f8088920","block_type":"box","text":"holdings in BlackRock active funds that have climate and decarbonization objectives in addition to financial objectives.","page_number":90,"box":{"x":92,"y":851,"width":661,"height":10}},{"id":"8ce2bd19-f25a-4d34-9824-8b9b60d59a23","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":90,"box":{"x":59,"y":866,"width":834,"height":10}},{"id":"aa990ae6-1f85-4b01-809c-7084018fea4e","block_type":"box","text":"lock the","page_number":90,"box":{"x":895,"y":866,"width":43,"height":8}},{"id":"1be6e3ec-9728-438e-b7d1-4239e7609b05","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":90,"box":{"x":91,"y":879,"width":816,"height":9}},{"id":"d637b123-8f58-4971-a041-3440543f3ce5","block_type":"box","text":"ntly","page_number":90,"box":{"x":908,"y":879,"width":20,"height":9}},{"id":"65faf00f-c986-4134-af26-dec9ddcda6a4","block_type":"box","text":"of one another and have separate voting policies.","page_number":90,"box":{"x":92,"y":891,"width":274,"height":10}},{"id":"73898354-ac43-4e44-a5d4-5fad4e9ee793","block_type":"box","text":"A-4","page_number":90,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"6c33118e-3b12-4c8f-8429-7aa704c90b8c","block_type":"box","text":"Introduction to BlackRock","page_number":91,"box":{"x":60,"y":67,"width":187,"height":9}},{"id":"d0ad6f44-2037-4b5a-abd4-97b22fd50f2c","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":91,"box":{"x":60,"y":93,"width":831,"height":12}},{"id":"5bebc190-eb7f-4057-81b6-1662f72b5103","block_type":"box","text":"BlackRock’s clients, many of whom make their own asset allocation and portfolio construction decisions. As a fiduciary,","page_number":91,"box":{"x":60,"y":108,"width":835,"height":13}},{"id":"e8150cc7-4a2b-49a5-ac0f-f3c559f70bef","block_type":"box","text":"BlackRock invests on clients’ behalf to help them meet their investment objectives. The firm does this by understanding","page_number":91,"box":{"x":60,"y":123,"width":834,"height":13}},{"id":"adfbc3ba-fa65-4134-b5f9-ce0a0f0b9af5","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":91,"box":{"x":59,"y":138,"width":858,"height":13}},{"id":"a9d960b7-e82e-4073-8e1c-37ae93f08ea1","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":91,"box":{"x":59,"y":154,"width":878,"height":12}},{"id":"cfd7ee87-7ed5-4eba-b138-a39d4d0253b7","block_type":"box","text":"analytics.","page_number":91,"box":{"x":59,"y":169,"width":64,"height":12}},{"id":"384331dd-1cf2-4000-b163-1827dd3c524a","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":91,"box":{"x":59,"y":195,"width":859,"height":12}},{"id":"59ca7923-c76d-4147-b790-377548057e4f","block_type":"box","text":"our clients’ assets, we engage with companies to discuss the corporate governance and business practices that, in our","page_number":91,"box":{"x":59,"y":210,"width":829,"height":13}},{"id":"1a807244-164c-4a5d-b5cb-b717e3e71e41","block_type":"box","text":"experience, support companies in delivering durable, risk-adjusted financial returns over time. We are committed to building","page_number":91,"box":{"x":59,"y":225,"width":869,"height":13}},{"id":"e82d6905-7c12-4456-9549-2e4544f5b52b","block_type":"box","text":"strong relationships through constructive, ongoing dialogue with the boards and executive management of the companies in","page_number":91,"box":{"x":59,"y":240,"width":877,"height":13}},{"id":"e71fee8a-0439-4475-80be-794466dd475e","block_type":"box","text":"which our clients are invested.","page_number":91,"box":{"x":59,"y":256,"width":211,"height":9}},{"id":"1f7e496b-8a61-4c55-b690-d4f5e8ae623c","block_type":"box","text":"About BlackRock Active Investment Stewardship","page_number":91,"box":{"x":59,"y":282,"width":350,"height":12}},{"id":"31130141-5319-4a3d-84c1-f7278504d9a4","block_type":"box","text":"BlackRock Active Investment Stewardship (BAIS) is a specialist team within the Portfolio Management Group and manages","page_number":91,"box":{"x":60,"y":308,"width":860,"height":13}},{"id":"d7fd0aac-00ab-478f-a88c-eb2103463ac8","block_type":"box","text":"BlackRock’s stewardship engagement and voting on behalf of clients invested in active strategies globally. BAIS is also","page_number":91,"box":{"x":60,"y":324,"width":822,"height":12}},{"id":"0db55582-a7aa-48dd-a08d-6f2db0c5bc18","block_type":"box","text":"responsible for engagement with issuers in index fixed income strategies, where appropriate. Our activities are informed by","page_number":91,"box":{"x":60,"y":339,"width":861,"height":12}},{"id":"5c69f50a-55bd-456e-898c-f5d2fa630af3","block_type":"box","text":"these Global Engagement and Voting Guidelines (the “Guidelines”) and insights from active investment analysts and portfolio","page_number":91,"box":{"x":59,"y":354,"width":879,"height":12}},{"id":"c9664f51-cd43-459e-a2e4-ed6a248d0f3e","block_type":"box","text":"managers, with whom we work closely in engaging companies and voting at shareholder meetings.","page_number":91,"box":{"x":60,"y":369,"width":697,"height":12}},{"id":"fcf2331c-523d-4618-8cd6-ee49de7e6f0c","block_type":"box","text":"Engagement with public companies is the foundation of our approach to stewardship within fundamental active investing.","page_number":91,"box":{"x":60,"y":395,"width":856,"height":13}},{"id":"19bb0c77-a8b5-4d28-8723-83c8d9b91dc9","block_type":"box","text":"(3)","page_number":91,"box":{"x":922,"y":393,"width":14,"height":8}},{"id":"0b2fa103-dbf3-4855-90bd-9d40b1242dbe","block_type":"box","text":"Through direct dialogue with company leadership, we seek to understand their businesses and how they manage risks and","page_number":91,"box":{"x":59,"y":411,"width":861,"height":12}},{"id":"32967c73-7c08-41dc-975a-9b38e0b81ba7","block_type":"box","text":"opportunities to deliver durable, risk-adjusted financial returns. Portfolio managers and stewardship specialists may engage","page_number":91,"box":{"x":59,"y":426,"width":864,"height":12}},{"id":"ae475cf9-81d3-466a-90dc-71bc3058361a","block_type":"box","text":"jointly or independently on material corporate governance matters. Our discussions focus on topics relevant to a company’s","page_number":91,"box":{"x":58,"y":441,"width":870,"height":12}},{"id":"77527b99-3f50-4c78-b2be-beafd124cd33","block_type":"box","text":"success over time, including governance and leadership, corporate strategy, capital structure and financial performance,","page_number":91,"box":{"x":59,"y":456,"width":840,"height":12}},{"id":"c4f7fe96-a142-451f-9ff5-55d7b4a80594","block_type":"box","text":"operations and material sustainability-related risks, as well as macro-economic, geopolitical and sector dynamics. We aim to","page_number":91,"box":{"x":59,"y":471,"width":871,"height":12}},{"id":"e54578d7-1ab5-4421-9243-c4b560dcaaa9","block_type":"box","text":"be constructive investors and are generally supportive of management teams that have a track record of financial value","page_number":91,"box":{"x":60,"y":486,"width":833,"height":12}},{"id":"71c23851-6aad-4afc-b9bb-df806b766cdc","block_type":"box","text":"creation. We aim to build and maintain strong relationships with company leadership based on open dialogue and mutual","page_number":91,"box":{"x":59,"y":501,"width":852,"height":13}},{"id":"ca740af2-4ee4-4fca-9a62-ca8c515966e3","block_type":"box","text":"respect.","page_number":91,"box":{"x":60,"y":518,"width":53,"height":11}},{"id":"8de19af0-e2a6-4c76-9c18-84524471854b","block_type":"box","text":"Different active equity strategies may implement these voting guidelines differently, as a result of the latitude each portfolio","page_number":91,"box":{"x":60,"y":543,"width":860,"height":12}},{"id":"03d5db87-40a0-4f23-96bd-8949233741bc","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":91,"box":{"x":60,"y":558,"width":857,"height":12}},{"id":"c87d9f03-435b-4bc2-895b-bbdb15e1b5df","block_type":"box","text":"Systematic Active Equity portfolios in accordance with these guidelines. We provide voting recommendations to fundamental","page_number":91,"box":{"x":59,"y":573,"width":877,"height":12}},{"id":"7e319d97-1889-4fef-aaee-9baa7f747a75","block_type":"box","text":"equity portfolio managers, who may determine to vote differently based on each portfolio’s investment objectives and","page_number":91,"box":{"x":59,"y":588,"width":824,"height":13}},{"id":"b0f112d4-02b7-45b9-b80a-8c7e91ef9250","block_type":"box","text":"strategy.","page_number":91,"box":{"x":59,"y":605,"width":58,"height":11}},{"id":"8c9f68c1-be2c-4173-9275-62d6f0a15a2b","block_type":"box","text":"These guidelines discuss BAIS’ views on corporate governance topics on which we may engage with management teams","page_number":91,"box":{"x":59,"y":630,"width":849,"height":12}},{"id":"ac797bce-24a3-4c92-bd5c-22baf97171a1","block_type":"box","text":"and board directors","page_number":91,"box":{"x":59,"y":645,"width":136,"height":10}},{"id":"91125e4c-8f9b-4a67-a1d0-7ed2904083ba","block_type":"box","text":"(4)","page_number":91,"box":{"x":197,"y":643,"width":14,"height":8}},{"id":"3391702c-e739-48cf-93e3-90b833740fef","block_type":"box","text":"and on matters that routinely come to a shareholder vote. We recognize that accepted corporate","page_number":91,"box":{"x":216,"y":645,"width":676,"height":12}},{"id":"894befd9-5c0e-41d2-a93a-ffdb2a961600","block_type":"box","text":"governance norms can differ across markets, and believe these guidelines represent globally applicable elements of","page_number":91,"box":{"x":59,"y":660,"width":808,"height":12}},{"id":"528a7025-7bd5-49a4-9a5f-8348cab4ecd0","block_type":"box","text":"governance that support a company’s ability to manage material risks and opportunities and deliver financial returns to","page_number":91,"box":{"x":59,"y":675,"width":836,"height":12}},{"id":"da587a2f-e45a-44a0-8f92-d9b49fae4de1","block_type":"box","text":"investors. Generally, we believe companies should observe accepted corporate governance norms within their local markets","page_number":91,"box":{"x":60,"y":690,"width":864,"height":13}},{"id":"c8f2e94a-d384-44d0-8dcd-00bdd668deec","block_type":"box","text":"or, particularly in markets without well-established norms, aspire to widely recognized international best practices. As one of","page_number":91,"box":{"x":59,"y":705,"width":872,"height":13}},{"id":"b28fbd05-86ee-40f3-9ff1-660d8c1b8f20","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":91,"box":{"x":60,"y":720,"width":873,"height":13}},{"id":"7ef32381-bb12-4e2e-bda5-353528c2f590","block_type":"box","text":"look to companies to provide disclosures that explain how their approach to corporate governance best aligns with the","page_number":91,"box":{"x":60,"y":736,"width":831,"height":12}},{"id":"14589979-4575-4a32-a8bb-f2d6dad31c53","block_type":"box","text":"financial interests of their investors.","page_number":91,"box":{"x":59,"y":751,"width":248,"height":9}},{"id":"be4ee54c-0a60-4cd4-aecb-c5f6ee372989","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":91,"box":{"x":59,"y":838,"width":849,"height":10}},{"id":"cfeebc55-c891-4766-972b-1c48df0ed776","block_type":"box","text":"lity","page_number":91,"box":{"x":909,"y":838,"width":16,"height":10}},{"id":"0f0a7416-b74e-4b43-a2ef-b19a4a1a034c","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":91,"box":{"x":91,"y":851,"width":847,"height":10}},{"id":"8c89593d-bdbe-4bce-a023-eb1e4d826f17","block_type":"box","text":"lio companies for the purpose, or with the effect, of changing or influencing control of the company.","page_number":91,"box":{"x":92,"y":863,"width":560,"height":10}},{"id":"5a7e1073-d161-444e-9db7-9bdd246ebb6c","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":91,"box":{"x":59,"y":879,"width":855,"height":9}},{"id":"92ade465-c7c7-45fe-9c48-2303f8372552","block_type":"box","text":"relevant.","page_number":91,"box":{"x":92,"y":891,"width":46,"height":8}},{"id":"a61d98b9-bdd4-4ded-b159-55fdd74b12b4","block_type":"box","text":"A-5","page_number":91,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"6cae535c-697b-4ede-9c3b-2a0d6298b9e2","block_type":"box","text":"Our approach to stewardship within active equities","page_number":92,"box":{"x":59,"y":67,"width":368,"height":12}},{"id":"90779211-abfe-48ab-b8c6-279032041e56","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":92,"box":{"x":59,"y":93,"width":862,"height":12}},{"id":"4a323943-592e-4558-839d-dbd5b7a4ced2","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":92,"box":{"x":59,"y":108,"width":879,"height":13}},{"id":"3c7fa504-45d0-40a6-9a97-f6c5a7bf886b","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":92,"box":{"x":59,"y":123,"width":847,"height":13}},{"id":"c7c210e0-56b2-45be-a662-f5354a48e94c","block_type":"box","text":"clients who have delegated voting authority to us, in a manner consistent with BlackRock’s contractual arrangements with","page_number":92,"box":{"x":59,"y":138,"width":857,"height":13}},{"id":"4be36555-4b34-4b76-976b-b7c344615a73","block_type":"box","text":"clients and funds.","page_number":92,"box":{"x":59,"y":154,"width":123,"height":9}},{"id":"7b53445d-da2a-4127-bb58-6c48830fd102","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":92,"box":{"x":60,"y":180,"width":876,"height":12}},{"id":"84080bd0-54c7-4227-9fdf-574dc0602d81","block_type":"box","text":"vote against management recommendations when we have concerns about how companies are serving the financial","page_number":92,"box":{"x":59,"y":195,"width":820,"height":12}},{"id":"ff2aa31c-0a7f-4285-8f49-725111a98013","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":92,"box":{"x":60,"y":210,"width":860,"height":13}},{"id":"4dbb4dde-8958-489c-9b2b-91faf294ef24","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":92,"box":{"x":59,"y":225,"width":880,"height":13}},{"id":"659da251-6eee-40cd-a39d-0917fd935f7b","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":92,"box":{"x":59,"y":240,"width":845,"height":13}},{"id":"ea814deb-85ff-4433-b3a7-7050876fef0a","block_type":"box","text":"how we fulfill and oversee our investment stewardship responsibilities for BlackRock’s non-index equity strategies.","page_number":92,"box":{"x":60,"y":256,"width":798,"height":12}},{"id":"22144af2-362f-47b7-b220-f7c277ecdcc5","block_type":"box","text":"(5)","page_number":92,"box":{"x":860,"y":254,"width":14,"height":8}},{"id":"b274135e-3b59-4f73-8e8a-76483105df67","block_type":"box","text":"Our approach to stewardship within fixed income","page_number":92,"box":{"x":59,"y":282,"width":358,"height":12}},{"id":"bfef01f9-c64e-4e5f-a0bc-da4d0ec13dec","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":92,"box":{"x":59,"y":308,"width":880,"height":13}},{"id":"ac03a35e-1d0c-49c5-9d72-fb597050a673","block_type":"box","text":"fixed income investment strategies at BlackRock, particularly for those with sustainability objectives in addition to financial","page_number":92,"box":{"x":59,"y":324,"width":857,"height":12}},{"id":"ef9d5fd9-159f-49ae-a633-87c26e28d6f8","block_type":"box","text":"objectives. Most corporate governance-related fixed income engagements are undertaken in conjunction with the active","page_number":92,"box":{"x":59,"y":339,"width":844,"height":12}},{"id":"dfe2eae7-dcf5-4566-80a1-5951e105840a","block_type":"box","text":"investment stewardship team, and often active equity investors. In addition to the topics listed below, engagement with fixed","page_number":92,"box":{"x":60,"y":354,"width":873,"height":12}},{"id":"ed663e9a-cb6d-4bf2-b26f-21c63a4cd3ff","block_type":"box","text":"income investment teams may help inform an issuer’s approach to structuring specialist issuances and the standard terms","page_number":92,"box":{"x":60,"y":369,"width":858,"height":12}},{"id":"a26d3e34-1860-4362-9032-edd1edf0d33d","block_type":"box","text":"and information in bond documentation.","page_number":92,"box":{"x":59,"y":384,"width":286,"height":10}},{"id":"27494407-80e9-4de0-999c-c93a68cce465","block_type":"box","text":"Boards of Directors","page_number":92,"box":{"x":60,"y":411,"width":138,"height":9}},{"id":"181d3593-fb2a-42d1-9be9-c33f341ee611","block_type":"box","text":"Roles and responsibilities","page_number":92,"box":{"x":76,"y":437,"width":182,"height":12}},{"id":"3cd5547f-9677-42ad-9872-3e4822cd2e62","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":92,"box":{"x":59,"y":463,"width":852,"height":13}},{"id":"aaa0ac67-1dff-45d5-a7d9-09ea6ee1f065","block_type":"box","text":"able to advise and supervise management in an independent and objective manner.","page_number":92,"box":{"x":59,"y":479,"width":585,"height":12}},{"id":"ab77c389-57b7-4e44-a93a-ad77ee19d3e7","block_type":"box","text":"(6)","page_number":92,"box":{"x":646,"y":477,"width":14,"height":8}},{"id":"aa51f547-e7ba-42ef-a1df-4dd57ce0483a","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":92,"box":{"x":59,"y":505,"width":856,"height":12}},{"id":"a6fb5fdd-4702-40ca-b4ca-049a1596ece6","block_type":"box","text":"company’s strategy, purpose and culture. These constructs are interdependent and, when aligned, can better position a","page_number":92,"box":{"x":59,"y":520,"width":836,"height":12}},{"id":"2ad5a6c4-7fad-482b-b9b0-290ad17b4bdb","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":92,"box":{"x":59,"y":535,"width":833,"height":13}},{"id":"175fd898-366d-4440-9b45-8a56eb1420f5","block_type":"box","text":"misconduct, and attract and retain the caliber of workers necessary to deliver financial performance over time.","page_number":92,"box":{"x":60,"y":550,"width":771,"height":13}},{"id":"5eee4bfe-a76c-4cd3-b78f-0dafa1cf1074","block_type":"box","text":"In overseeing the management of the company, the board ensures the necessary resources, policies and procedures are in","page_number":92,"box":{"x":60,"y":577,"width":853,"height":12}},{"id":"9d923741-116b-4273-b596-aa5a28f27193","block_type":"box","text":"place to help management meet its strategic objectives within an agreed risk tolerance.","page_number":92,"box":{"x":59,"y":592,"width":611,"height":12}},{"id":"adfb3c03-92f0-44c7-a431-49a55dbc6948","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":92,"box":{"x":59,"y":618,"width":848,"height":13}},{"id":"fd63051e-bc0d-41fe-bca9-9d1162f59b15","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":92,"box":{"x":60,"y":634,"width":862,"height":12}},{"id":"78b155d8-0370-4327-b6cf-0d5a9af6121d","block_type":"box","text":"determining executive compensation, ensuring a rigorous audit, overseeing strategy execution and risk management and","page_number":92,"box":{"x":59,"y":649,"width":850,"height":12}},{"id":"928e559f-31c1-4e66-aeb9-b6aa291fa9ff","block_type":"box","text":"engaging with shareholders, and other stakeholders, as necessary.","page_number":92,"box":{"x":59,"y":664,"width":464,"height":12}},{"id":"5bb8c344-5302-4b54-92c1-21a22e8dce16","block_type":"box","text":"Composition and effectiveness","page_number":92,"box":{"x":59,"y":690,"width":221,"height":13}},{"id":"9b64686f-af47-4ca3-96a5-50d26dbab825","block_type":"box","text":"Appointment process","page_number":92,"box":{"x":75,"y":717,"width":156,"height":12}},{"id":"5a308d39-549e-4a86-b7d2-b34382b59172","block_type":"box","text":"A formal and transparent process for identifying and appointing director candidates is critical to ensuring the board is","page_number":92,"box":{"x":59,"y":743,"width":823,"height":12}},{"id":"8c3b969a-2def-4ff8-a5b2-0cac7389f528","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":92,"box":{"x":59,"y":758,"width":876,"height":13}},{"id":"60034dd0-975d-44b8-bb18-506b40514c8a","block_type":"box","text":"the general criteria given the company’s circumstances (e.g., sector, maturity, geographic footprint) and any additional","page_number":92,"box":{"x":59,"y":773,"width":829,"height":13}},{"id":"378dd259-bcaa-40cb-9e3b-0c07ee4606f4","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":92,"box":{"x":59,"y":788,"width":850,"height":13}},{"id":"d2979aca-9a91-4693-aa8a-e2017c9d8b9b","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":92,"box":{"x":59,"y":804,"width":815,"height":12}},{"id":"8f96c301-1445-46d8-afe1-99bf1847cdfe","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":92,"box":{"x":59,"y":838,"width":816,"height":10}},{"id":"c19e5c87-82f6-4cfc-9272-98d99efbc5e1","block_type":"box","text":"rategies, as","page_number":92,"box":{"x":876,"y":839,"width":62,"height":9}},{"id":"11859210-fd4c-46b6-9f14-70de0896f226","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":92,"box":{"x":91,"y":851,"width":819,"height":10}},{"id":"023d6593-2b5b-41c6-b3c6-5ac7869c0cb2","block_type":"box","text":"age","page_number":92,"box":{"x":911,"y":853,"width":25,"height":8}},{"id":"4a9ced1c-2262-42df-9104-2a199df32c1c","block_type":"box","text":"ments.","page_number":92,"box":{"x":92,"y":865,"width":37,"height":6}},{"id":"86327c39-15e9-445e-aa05-936bd93ee28f","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":92,"box":{"x":59,"y":879,"width":871,"height":9}},{"id":"4f1d7506-3133-4502-8048-33861de82093","block_type":"box","text":"examples.","page_number":92,"box":{"x":92,"y":891,"width":55,"height":10}},{"id":"a50fce82-5016-4ff4-855a-a78ffa84c2ff","block_type":"box","text":"A-6","page_number":92,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"61127379-8d5d-46a5-a4c7-ed27e3b5b9ac","block_type":"box","text":"experience of a director candidate would be additive. We welcome disclosures that explain how the board considered","page_number":93,"box":{"x":59,"y":67,"width":820,"height":12}},{"id":"bd572d80-a5e4-4ec7-9c95-69d7c42344f1","block_type":"box","text":"different skills and experience to ensure that the directors collectively can be effective in fulfilling their responsibilities. We","page_number":93,"box":{"x":59,"y":82,"width":849,"height":12}},{"id":"2ae8c1a6-427a-4a3b-a420-3d4a757c47b2","block_type":"box","text":"assess a company’s board composition against that of its peer group and local market requirements.","page_number":93,"box":{"x":59,"y":97,"width":704,"height":12}},{"id":"985632f1-17f2-42f7-a88a-50173c96dfe8","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":93,"box":{"x":59,"y":123,"width":871,"height":13}},{"id":"3b822c4e-5463-4db8-8fd3-dbfc5fa00b1f","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":93,"box":{"x":60,"y":138,"width":857,"height":13}},{"id":"5d0ff1c2-22ab-4a95-84d1-19b8d4aa5d70","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":93,"box":{"x":59,"y":154,"width":855,"height":12}},{"id":"bd3fbfbf-c1dc-463e-a26a-d14a2820c7e1","block_type":"box","text":"not demonstrated it has an appointment process that results in a high functioning board with the appropriate complement","page_number":93,"box":{"x":60,"y":169,"width":861,"height":12}},{"id":"89705517-9a45-4418-87e8-d2bd7766a630","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":93,"box":{"x":59,"y":184,"width":877,"height":12}},{"id":"616e4349-a112-4612-997b-0ea35837e06f","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":93,"box":{"x":60,"y":199,"width":867,"height":12}},{"id":"6338632e-5cde-4e11-9700-3880876790b2","block_type":"box","text":"Independence","page_number":93,"box":{"x":76,"y":225,"width":102,"height":13}},{"id":"9f7492e7-bb12-49dc-92c9-798dfd5e0a18","block_type":"box","text":"Director independence from management, significant shareholders or other stakeholders (e.g., government or employees) is","page_number":93,"box":{"x":60,"y":252,"width":871,"height":12}},{"id":"c64e8425-3109-486b-8026-f1fbb351a56a","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":93,"box":{"x":59,"y":267,"width":877,"height":12}},{"id":"5b81cf39-5aaf-45db-a477-dc0c09b95aca","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":93,"box":{"x":60,"y":282,"width":820,"height":12}},{"id":"4f132c34-2dd8-4d0b-a31d-9733bda7fd0f","block_type":"box","text":"(7)","page_number":93,"box":{"x":882,"y":280,"width":14,"height":8}},{"id":"a770142c-fd62-48c0-8f67-e78227466c9d","block_type":"box","text":"This","page_number":93,"box":{"x":901,"y":282,"width":29,"height":10}},{"id":"d570217c-1dfe-4d57-87f0-cd6ab67bfc25","block_type":"box","text":"also helps to ensure that board committees are composed of a sufficient number of independent directors. Companies","page_number":93,"box":{"x":59,"y":297,"width":830,"height":13}},{"id":"f5fee1ae-8119-4e98-ac4a-f85a848a4402","block_type":"box","text":"domiciled in markets with a higher threshold for board independence should meet those local requirements.","page_number":93,"box":{"x":59,"y":312,"width":758,"height":13}},{"id":"cdf759ab-58aa-4217-b66a-6e3bc41c775d","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":93,"box":{"x":59,"y":339,"width":788,"height":12}},{"id":"cc84b1cc-a037-45d6-8f95-da7986bc05d1","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":93,"box":{"x":60,"y":354,"width":867,"height":12}},{"id":"a1b2708c-3966-4f79-a001-6620a5b44762","block_type":"box","text":"is a perennial issue.","page_number":93,"box":{"x":60,"y":369,"width":133,"height":12}},{"id":"1560e9c8-dddc-4a2f-80a6-d9d7e74cf4d4","block_type":"box","text":"Independent board leadership","page_number":93,"box":{"x":76,"y":395,"width":217,"height":13}},{"id":"a430bd2d-69a4-45c8-a557-ea4d87a9d218","block_type":"box","text":"Practices across markets differ, as do board structures, but we observe two main approaches to independent board","page_number":93,"box":{"x":60,"y":422,"width":803,"height":12}},{"id":"c8d2ff12-7a05-4260-967e-0b1e7005b4f3","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":93,"box":{"x":60,"y":437,"width":855,"height":12}},{"id":"160f46b3-703b-4def-b8e5-55359277a887","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":93,"box":{"x":59,"y":452,"width":854,"height":12}},{"id":"2d22b6c3-1bd9-4f41-bbaa-06e5a1fabd70","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":93,"box":{"x":60,"y":467,"width":850,"height":13}},{"id":"4f047e3d-122d-4ee8-a723-b325e3233eca","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":93,"box":{"x":59,"y":482,"width":858,"height":13}},{"id":"2b97ea2f-6f85-4c19-95d5-f2ca26468d62","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":93,"box":{"x":60,"y":497,"width":818,"height":13}},{"id":"4df2e0e6-2a7c-42b8-a80f-1dd59e67c6ee","block_type":"box","text":"available to investors to discuss governance matters such as CEO succession, executive pay, and board performance. We look","page_number":93,"box":{"x":59,"y":513,"width":877,"height":12}},{"id":"a5234cf7-c6f2-42dd-bf6a-5ba2ef4622e1","block_type":"box","text":"to boards to explain their board leadership model and how it serves the interests of shareholders.","page_number":93,"box":{"x":59,"y":528,"width":679,"height":12}},{"id":"623abc8f-9fcf-4fb7-a949-66538dd0e1d1","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":93,"box":{"x":59,"y":554,"width":873,"height":13}},{"id":"46dc6330-16bc-4f11-9a03-c0aea8c1c1ce","block_type":"box","text":"independent leader of the board with clear responsibilities for board performance. We may vote against the most senior","page_number":93,"box":{"x":60,"y":569,"width":837,"height":13}},{"id":"4509621e-2e78-40e9-880f-391c8ab2d792","block_type":"box","text":"independent director if the board has a policy of not engaging with shareholders.","page_number":93,"box":{"x":60,"y":584,"width":566,"height":13}},{"id":"de8eed09-b4ad-4b65-8f35-d3eafc9bab89","block_type":"box","text":"Tenure and succession","page_number":93,"box":{"x":75,"y":611,"width":165,"height":10}},{"id":"42e1ff74-cc99-4767-a484-3008991d4a54","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":93,"box":{"x":60,"y":637,"width":851,"height":13}},{"id":"c21c79dc-0385-46f7-94d0-961982f4e683","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":93,"box":{"x":60,"y":652,"width":834,"height":13}},{"id":"9573b9a0-fe9e-4a1d-964d-f97293bbf7a7","block_type":"box","text":"particularly around the contributions of directors who have served for longer periods than typically provided for under local","page_number":93,"box":{"x":59,"y":668,"width":862,"height":12}},{"id":"613a7138-aa06-4c29-b9ce-b386d707b8f4","block_type":"box","text":"practice. In our experience, long-serving directors could become less independent given their long-term relationship with","page_number":93,"box":{"x":59,"y":683,"width":849,"height":12}},{"id":"20012bcd-8adc-4b54-ac76-4d7d72fe3eb9","block_type":"box","text":"management and involvement in past board decisions.","page_number":93,"box":{"x":60,"y":698,"width":382,"height":12}},{"id":"c8552295-0948-4ca5-a948-8e2b89595ee3","block_type":"box","text":"Succession planning for board roles helps achieve the appropriate cadence of turnover that balances renewal through the","page_number":93,"box":{"x":59,"y":724,"width":851,"height":13}},{"id":"59e6b9fc-ca2f-4631-9867-df8a99c14219","block_type":"box","text":"regular introduction of directors with fresh perspectives and expertise with continuity through the retention of directors with","page_number":93,"box":{"x":60,"y":739,"width":872,"height":13}},{"id":"bd65f394-6f68-4ce4-a8e3-5bd27c86b69d","block_type":"box","text":"long-term knowledge of the board and company.","page_number":93,"box":{"x":60,"y":754,"width":342,"height":13}},{"id":"74420b66-2dac-482b-94ae-63258c5be7d5","block_type":"box","text":"In markets where there is not specific director tenure guidance from regulation or corporate governance best practices, we","page_number":93,"box":{"x":60,"y":781,"width":858,"height":12}},{"id":"947ecbc3-be21-4776-b75b-fc99c6953614","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":93,"box":{"x":60,"y":796,"width":869,"height":12}},{"id":"6e99d37e-4a81-4933-b428-5c4d00e3431f","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":93,"box":{"x":59,"y":811,"width":878,"height":13}},{"id":"66c165f9-dc3e-49ae-99ef-b7f38e28da52","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":93,"box":{"x":60,"y":826,"width":820,"height":13}},{"id":"a75408d1-d048-4d5f-a2fe-dbf11a444be0","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":93,"box":{"x":59,"y":853,"width":860,"height":10}},{"id":"643faa8a-d4d2-4914-95c8-99b626ce3f20","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":93,"box":{"x":92,"y":866,"width":809,"height":10}},{"id":"f53b439a-8231-4297-9d0d-1bf8f4dcd9db","block_type":"box","text":"rest,","page_number":93,"box":{"x":902,"y":867,"width":22,"height":8}},{"id":"19c4b763-e333-4b86-b510-18479f625952","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":93,"box":{"x":92,"y":879,"width":800,"height":9}},{"id":"73a629f9-bd2c-4a04-a17e-39dedd181179","block_type":"box","text":"terests","page_number":93,"box":{"x":892,"y":880,"width":38,"height":6}},{"id":"099153aa-0c3c-413f-8637-be2b346d9dbd","block_type":"box","text":"of the company and shareholders.","page_number":93,"box":{"x":92,"y":891,"width":190,"height":10}},{"id":"511725ea-3b32-415b-aac4-cbeb945bae0b","block_type":"box","text":"A-7","page_number":93,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"90013220-6726-402b-9463-ea279123f656","block_type":"box","text":"Capacity","page_number":94,"box":{"x":76,"y":67,"width":62,"height":12}},{"id":"58036bb5-fabb-4b91-8d2e-43a7a9a04b72","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":94,"box":{"x":59,"y":93,"width":875,"height":12}},{"id":"9f352d87-9c56-4417-b78f-9f50b7ef807d","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":94,"box":{"x":59,"y":108,"width":821,"height":13}},{"id":"5eb51240-7e3e-4c63-8359-e67e8b9a746e","block_type":"box","text":"consideration competing responsibilities. We recognize that board leadership roles vary across markets in responsibilities and","page_number":94,"box":{"x":59,"y":123,"width":876,"height":13}},{"id":"6071316e-1960-4ecc-a324-e1324841752a","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":94,"box":{"x":60,"y":138,"width":850,"height":13}},{"id":"3baa1d5e-4d5b-4577-b700-15e1ddb17091","block_type":"box","text":"norms and practices into consideration when making our voting determinations across markets.","page_number":94,"box":{"x":60,"y":154,"width":674,"height":12}},{"id":"da5a2511-38e8-4a59-b97c-4884d81c0627","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":94,"box":{"x":59,"y":180,"width":858,"height":12}},{"id":"429d1cbf-670b-491e-bb5b-23316873288c","block_type":"box","text":"the board and company.","page_number":94,"box":{"x":59,"y":195,"width":169,"height":12}},{"id":"14c8f8d6-dd9a-40f8-ac10-8d1f571420ad","block_type":"box","text":"Director elections","page_number":94,"box":{"x":76,"y":222,"width":127,"height":9}},{"id":"d892cd46-ddeb-41eb-b4a4-9b1693a59eb0","block_type":"box","text":"Regular election of directors, ideally annually, supports director accountability to shareholders. A classified board structure","page_number":94,"box":{"x":60,"y":248,"width":855,"height":12}},{"id":"0f87b825-314e-4c1a-aeba-bf14f7031f3f","block_type":"box","text":"(8)","page_number":94,"box":{"x":917,"y":246,"width":14,"height":8}},{"id":"b433c164-fc82-4671-8cfb-cb597c6c3671","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":94,"box":{"x":60,"y":263,"width":827,"height":12}},{"id":"aa7fcc66-2033-4c10-84e1-138ed08704cf","block_type":"box","text":"business model (e.g., a non-operating company such as closed-end funds).","page_number":94,"box":{"x":60,"y":278,"width":526,"height":13}},{"id":"a2df9fe8-de1e-45a9-bd06-f85fe63897c7","block_type":"box","text":"Shareholders should have the opportunity to evaluate nominated directors individually rather than in bundled slates. We look","page_number":94,"box":{"x":59,"y":305,"width":876,"height":12}},{"id":"71d774c6-8da2-42aa-8e48-3dee571640c8","block_type":"box","text":"to companies to provide sufficient information on each director standing for election so that shareholders can assess their","page_number":94,"box":{"x":59,"y":320,"width":855,"height":12}},{"id":"d7405f5d-7518-44e7-b0e2-3714880a1ef0","block_type":"box","text":"capabilities and suitability. We will generally not support the election of directors whose names and biographical details have","page_number":94,"box":{"x":59,"y":335,"width":871,"height":12}},{"id":"0c8c1ce4-f2a3-4326-8443-15665c356693","block_type":"box","text":"not been disclosed sufficiently in advance of the shareholder meeting.","page_number":94,"box":{"x":60,"y":350,"width":488,"height":12}},{"id":"65c570d5-f9e0-4846-b03c-08f5f1d10be9","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":94,"box":{"x":60,"y":377,"width":816,"height":12}},{"id":"f682f4e2-6589-4a5f-bc7a-d940c1d85850","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":94,"box":{"x":60,"y":392,"width":858,"height":12}},{"id":"777d11cc-e483-42ff-bbd5-dd13239e494b","block_type":"box","text":"best serves investors’ interests.","page_number":94,"box":{"x":60,"y":407,"width":214,"height":9}},{"id":"31c1a4c5-de69-4d0e-9ef4-709fa208daee","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":94,"box":{"x":59,"y":433,"width":845,"height":13}},{"id":"fadac327-9bae-4f0f-aafd-653ceb675b86","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":94,"box":{"x":60,"y":448,"width":849,"height":13}},{"id":"e80fdb67-4300-452d-b47b-4d16f01343b8","block_type":"box","text":"slate if we have concerns about the profile or performance of an individual director.","page_number":94,"box":{"x":59,"y":463,"width":581,"height":13}},{"id":"57d608ff-1f71-46a6-9743-f0a223059865","block_type":"box","text":"Committees","page_number":94,"box":{"x":76,"y":490,"width":86,"height":10}},{"id":"a99610d7-8a96-4d65-8883-ca90d6d0a890","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":94,"box":{"x":59,"y":516,"width":860,"height":13}},{"id":"12ed6672-3cee-44ea-bf32-fff3e721cb3d","block_type":"box","text":"human capital, and executive compensation, amongst other matters. We do not prescribe to companies what committees","page_number":94,"box":{"x":60,"y":531,"width":854,"height":13}},{"id":"1fad8ab0-4140-4750-9ce8-69207ed5c5cb","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":94,"box":{"x":59,"y":547,"width":801,"height":12}},{"id":"8585427f-cafb-43f6-bc93-9cd2b88d75f8","block_type":"box","text":"appropriate. We note that, in some markets, regulation requires such committees. The responsibilities of each committee","page_number":94,"box":{"x":59,"y":562,"width":848,"height":12}},{"id":"a468fcfa-a7e8-4a45-b13b-bc83c0e53a24","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":94,"box":{"x":59,"y":577,"width":841,"height":12}},{"id":"d95f3991-d48a-4f00-9cbb-3527489a3862","block_type":"box","text":"committees. It is helpful to investor understanding when the board discloses the structure, membership, proportion of","page_number":94,"box":{"x":59,"y":592,"width":829,"height":12}},{"id":"6fe0f1f8-4d83-4485-b84b-8d1cea784b80","block_type":"box","text":"independent directors, and responsibilities of each committee. The responsibilities we typically see assigned to the three","page_number":94,"box":{"x":60,"y":607,"width":841,"height":12}},{"id":"5e573b2f-e86f-47b6-9cdd-5fdeca838643","block_type":"box","text":"most common committees include:","page_number":94,"box":{"x":60,"y":622,"width":248,"height":10}},{"id":"61170067-19a7-43e8-8be2-c1b6f7d35872","block_type":"box","text":"• Audit and risk – oversight responsibilities for the integrity of financial reporting, risk management and compliance","page_number":94,"box":{"x":92,"y":642,"width":830,"height":13}},{"id":"311e0079-d920-42f4-a240-ff4ca4f68c65","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":94,"box":{"x":124,"y":657,"width":807,"height":13}},{"id":"55c692c8-35d9-4175-b64e-d4271cfb9ea2","block_type":"box","text":"whistleblowing mechanisms.","page_number":94,"box":{"x":124,"y":673,"width":203,"height":12}},{"id":"70b7ad6c-4a00-4370-9a78-f24fbf8a7bbf","block_type":"box","text":"• Nominating, governance and human capital – oversight responsibilities for corporate governance principles and","page_number":94,"box":{"x":92,"y":693,"width":814,"height":12}},{"id":"2d442c9b-51a4-4407-9a61-b1ac31027a07","block_type":"box","text":"practices of the company, including the periodic review of board performance; responsibility for succession","page_number":94,"box":{"x":124,"y":708,"width":749,"height":12}},{"id":"fb5e7a37-a13d-450e-9d2f-690c514bb9ca","block_type":"box","text":"planning for CEO and key board roles, as well as the director appointment process; may also have oversight","page_number":94,"box":{"x":124,"y":723,"width":751,"height":12}},{"id":"55bf4e6e-4d9b-4894-a38e-1bfa62706ec2","block_type":"box","text":"responsibilities for human capital management strategies, including corporate culture and purpose.","page_number":94,"box":{"x":125,"y":738,"width":696,"height":12}},{"id":"01ae0d06-733c-4b9b-a67d-3bd0df7af4cd","block_type":"box","text":"• Executive compensation – determines the compensation policies and programs for the CEO and other executive","page_number":94,"box":{"x":92,"y":758,"width":817,"height":13}},{"id":"3b12b499-494e-45d2-808a-a3317c3885b8","block_type":"box","text":"officers, approves annual awards and payments under the policies; may also have oversight responsibilities for firm","page_number":94,"box":{"x":124,"y":773,"width":809,"height":13}},{"id":"770f6c8f-22ca-4e55-b88f-fb858610354f","block_type":"box","text":"wide compensation policies.","page_number":94,"box":{"x":124,"y":788,"width":198,"height":13}},{"id":"0ae70d51-9ada-4328-af36-c8731e6512ea","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":94,"box":{"x":59,"y":815,"width":866,"height":12}},{"id":"668142ea-a2d2-4eb4-86ed-fce53b9ef380","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":94,"box":{"x":59,"y":830,"width":851,"height":12}},{"id":"0df5e5dd-e92b-4abb-b5c8-1340521a745c","block_type":"box","text":"non-executive director if there is not a clearly disclosed approach to board committees.","page_number":94,"box":{"x":60,"y":845,"width":609,"height":13}},{"id":"15d683fb-e273-4362-99ae-bee3a8f1b661","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":94,"box":{"x":59,"y":879,"width":810,"height":9}},{"id":"0adb5c48-b7de-436d-aa24-299252082bf9","block_type":"box","text":"on in any","page_number":94,"box":{"x":870,"y":879,"width":51,"height":9}},{"id":"6c028ba5-06e3-4325-9f13-fadff004c7b6","block_type":"box","text":"one year.","page_number":94,"box":{"x":92,"y":894,"width":49,"height":7}},{"id":"0837c85f-d911-41bf-a92f-eb576d17494a","block_type":"box","text":"A-8","page_number":94,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"68653c7d-41b5-45ff-adc0-845506304e4d","block_type":"box","text":"Board and director evaluation","page_number":95,"box":{"x":76,"y":67,"width":213,"height":9}},{"id":"0bddf8bd-c2ab-47ca-a95c-2da3917e2fff","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":95,"box":{"x":59,"y":93,"width":853,"height":12}},{"id":"09ec382e-2506-4e60-a2c0-90efe93ca225","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":95,"box":{"x":59,"y":108,"width":852,"height":13}},{"id":"83447d3f-b272-462f-bcda-8e7f0cb3d804","block_type":"box","text":"objective perspectives to the board on governance and performance. We encourage companies to disclose their approach to","page_number":95,"box":{"x":59,"y":123,"width":871,"height":13}},{"id":"003e1aff-74cf-4fc6-9e2b-b6b787016754","block_type":"box","text":"and the objectives of evaluations, including any changes made to the board’s approach as a result.","page_number":95,"box":{"x":59,"y":138,"width":688,"height":13}},{"id":"63dc7e98-1dce-4730-bcc2-48cc83d23595","block_type":"box","text":"Access to independent advice","page_number":95,"box":{"x":75,"y":165,"width":216,"height":12}},{"id":"a51aa673-2bce-4700-857c-8681e73b3246","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":95,"box":{"x":59,"y":191,"width":840,"height":13}},{"id":"b23ace89-17f5-4476-9483-edb730dd2ba0","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":95,"box":{"x":60,"y":206,"width":844,"height":13}},{"id":"f7ae5afe-d281-4ac0-9cd5-b8f41733dfaf","block_type":"box","text":"critical matters. These might include new industry developments such as emergent and disruptive technology, operating","page_number":95,"box":{"x":59,"y":222,"width":844,"height":12}},{"id":"e6647d74-fb6d-409e-9444-b2edab1ced55","block_type":"box","text":"events with material consequences for the company’s reputation and/or performance, or significant transactions. Board","page_number":95,"box":{"x":59,"y":237,"width":841,"height":12}},{"id":"ffadfdb4-5396-4dca-9a8f-bfabbd938cd0","block_type":"box","text":"committees may similarly retain third parties to advise them on specialist matters such as audit, compensation and","page_number":95,"box":{"x":59,"y":252,"width":806,"height":12}},{"id":"24d66338-f9d1-42c2-b157-c4ae2ed273d2","block_type":"box","text":"succession planning.","page_number":95,"box":{"x":59,"y":267,"width":145,"height":12}},{"id":"552e3a16-809f-46be-89c8-c6e4309f6dea","block_type":"box","text":"Executive compensation","page_number":95,"box":{"x":60,"y":294,"width":174,"height":12}},{"id":"c54711a0-383d-47b3-bb81-218cd9e05414","block_type":"box","text":"Boards play an important role in establishing compensation arrangements that enable the company to recruit, retain and","page_number":95,"box":{"x":60,"y":320,"width":844,"height":12}},{"id":"a3868e1c-674e-4271-8ed9-97d3a396571b","block_type":"box","text":"reward the caliber of executive management necessary to lead and operate the company to deliver superior financial returns","page_number":95,"box":{"x":60,"y":335,"width":870,"height":12}},{"id":"d5cf8e47-d572-4bd2-b66c-bf0709b48948","block_type":"box","text":"over time. We focus on alignment between variable pay and a company’s financial performance.","page_number":95,"box":{"x":59,"y":350,"width":671,"height":12}},{"id":"472a2297-2b16-40a4-a9c9-b4e893f24a0b","block_type":"box","text":"Generally, executive compensation arrangements have four components: base salary, annual bonus that rewards","page_number":95,"box":{"x":59,"y":377,"width":788,"height":12}},{"id":"694a8ede-5c5c-4a9c-a8a8-b0dd90ef4a45","block_type":"box","text":"performance against short-term metrics, incentives - most often share-based- that reward performance against long-term","page_number":95,"box":{"x":59,"y":392,"width":858,"height":12}},{"id":"68ad4590-33ba-4b80-b816-bda3a96aab77","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":95,"box":{"x":60,"y":407,"width":853,"height":12}},{"id":"7e53a9f3-3bfa-430e-b4bd-de8ea2bcace9","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":95,"box":{"x":60,"y":422,"width":822,"height":12}},{"id":"944337fb-2530-46a3-833c-49f0399fe4d6","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":95,"box":{"x":59,"y":437,"width":794,"height":12}},{"id":"7d662d1b-5c6a-4aa7-b8cb-1bccb50bafa6","block_type":"box","text":"Recognizing the unique circumstances of each company, we determine whether to support a company’s approach to","page_number":95,"box":{"x":60,"y":463,"width":819,"height":13}},{"id":"f0808f33-25ea-4849-91c6-e79a6c32b305","block_type":"box","text":"executive compensation on a case-by-case basis. We rely on companies providing sufficient quantitative and qualitative","page_number":95,"box":{"x":59,"y":479,"width":837,"height":12}},{"id":"39b5167b-819e-49c4-95b0-a4fed1437d10","block_type":"box","text":"information in their disclosures to enable shareholders to understand the compensation arrangements and assess the","page_number":95,"box":{"x":60,"y":494,"width":825,"height":12}},{"id":"1475285d-977c-49ab-aba7-1d2802b01f68","block_type":"box","text":"alignment with investors’ interests. Features we look for in compensation arrangements include:","page_number":95,"box":{"x":59,"y":509,"width":673,"height":12}},{"id":"9a8ec408-8aeb-4227-82a0-43f1230fc8d8","block_type":"box","text":"• Fixed pay components, including base salary, benefits and prerequisites that are appropriate in the context of the","page_number":95,"box":{"x":92,"y":529,"width":822,"height":12}},{"id":"96e4d20c-db32-4905-b214-6c8c0921dca9","block_type":"box","text":"company’s size, sector and market.","page_number":95,"box":{"x":124,"y":544,"width":244,"height":12}},{"id":"90aa799e-0e3f-4124-8278-4a5565ed5fd4","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":95,"box":{"x":92,"y":564,"width":840,"height":13}},{"id":"1c951a9e-a7e2-4c18-a5d5-04868edf0108","block_type":"box","text":"objectives.","page_number":95,"box":{"x":124,"y":579,"width":73,"height":13}},{"id":"faeb6535-c005-4790-939a-6e96ed2bd442","block_type":"box","text":"• Long-term incentives that motivate sustained performance across a multi-year period.","page_number":95,"box":{"x":92,"y":600,"width":637,"height":12}},{"id":"00aa90a8-43bf-4c01-8727-5297dbf7c3aa","block_type":"box","text":"• A balance between fixed and variable pay, short- and long-term incentives, and specific instruments (cash and","page_number":95,"box":{"x":92,"y":620,"width":805,"height":12}},{"id":"534bcaa3-2695-49da-8a7c-d1e288556c31","block_type":"box","text":"equity awards) that promotes pay program durability and seldom necessitates one-off, discretionary payments.","page_number":95,"box":{"x":124,"y":635,"width":778,"height":12}},{"id":"dc685dbc-959f-4fba-ab5f-a0deb1a67036","block_type":"box","text":"• Pay outcomes that are consistent with the returns to investors over the relevant time period.","page_number":95,"box":{"x":92,"y":655,"width":677,"height":12}},{"id":"4cec2dc5-ace7-4e35-b303-e274ecd314e8","block_type":"box","text":"• Board discretion, if allowed within the variable pay arrangements, to be used sparingly, responsibly and","page_number":95,"box":{"x":92,"y":675,"width":751,"height":12}},{"id":"8e2f347e-65e5-4517-b53a-835f9ebdddb4","block_type":"box","text":"transparently.","page_number":95,"box":{"x":124,"y":690,"width":94,"height":13}},{"id":"4910c718-9fcf-4ec0-940f-7ab84c7d6147","block_type":"box","text":"• A requirement, that participants in long-term share-based incentive plans build a meaningful shareholding in the","page_number":95,"box":{"x":92,"y":710,"width":822,"height":13}},{"id":"c5e330f8-e248-4c16-906c-8ec9316f4332","block_type":"box","text":"company within a defined time period, as determined by the board or relevant board committee.","page_number":95,"box":{"x":124,"y":726,"width":674,"height":12}},{"id":"94288221-515d-44cd-8a34-3e13e865695d","block_type":"box","text":"• Change of control provisions that appropriately balance the interests of executives and shareholders.","page_number":95,"box":{"x":92,"y":746,"width":737,"height":12}},{"id":"36276596-cd9d-47d2-9f45-a13b6fe1b11b","block_type":"box","text":"• Clawback or malus provisions that allow the company to recoup or hold back variable compensation from","page_number":95,"box":{"x":92,"y":766,"width":774,"height":12}},{"id":"4a3f86af-2fb8-484a-ace0-61d847ec6209","block_type":"box","text":"individuals whose awards were based on fraudulent activities, misstated financial reports, or executive misconduct.","page_number":95,"box":{"x":125,"y":781,"width":805,"height":12}},{"id":"ca78e0e8-8204-410e-8044-70726e3236d3","block_type":"box","text":"• Severance arrangements that protect the company’s interests but do not cost more than is contractual.","page_number":95,"box":{"x":92,"y":801,"width":755,"height":12}},{"id":"15f0fb99-5681-434d-b58b-a6b158f637ec","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":95,"box":{"x":59,"y":828,"width":857,"height":12}},{"id":"0a3739f6-4434-4034-ac9c-612f7714e69d","block_type":"box","text":"compensation report where we do not see alignment between executive compensation arrangements and our clients’","page_number":95,"box":{"x":59,"y":843,"width":826,"height":12}},{"id":"02956635-d6b5-4532-bf63-cc4d12a5f8f7","block_type":"box","text":"financial interests. When there is not an alternative, or where there have been multi-year issues with compensation","page_number":95,"box":{"x":59,"y":858,"width":804,"height":12}},{"id":"1e48b16e-62d7-4a7a-b03c-2ce4803fa951","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":95,"box":{"x":60,"y":873,"width":874,"height":12}},{"id":"68b3b0b3-42fe-4b17-a74b-098dfa6905af","block_type":"box","text":"independent director.","page_number":95,"box":{"x":60,"y":888,"width":148,"height":12}},{"id":"53843894-c826-486c-82ea-bc4036e43f5b","block_type":"box","text":"A-9","page_number":95,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"180b1d7c-7e21-43eb-b666-abf6fc951017","block_type":"box","text":"Non-executive director compensation","page_number":96,"box":{"x":60,"y":67,"width":271,"height":12}},{"id":"b7bdd4a4-97ad-45cc-b210-160d3f842336","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":96,"box":{"x":59,"y":93,"width":875,"height":12}},{"id":"9271c84c-0f1f-4a67-949d-3ece4acf47f1","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":96,"box":{"x":59,"y":108,"width":846,"height":13}},{"id":"72723399-e9ea-4970-8c61-a438cba4e721","block_type":"box","text":"executive directors participating in performance-based incentive plans as doing so may create a conflict of interest and","page_number":96,"box":{"x":59,"y":123,"width":832,"height":13}},{"id":"0174f1f9-efc7-4bea-b353-db1743180a6e","block_type":"box","text":"undermine their independence from management, whom they oversee.","page_number":96,"box":{"x":60,"y":138,"width":500,"height":13}},{"id":"47eee5d1-6c65-432d-a1d0-e60a082704d7","block_type":"box","text":"Capital structure","page_number":96,"box":{"x":59,"y":165,"width":120,"height":12}},{"id":"d2e432be-01f0-46e0-a6cf-887921ad22df","block_type":"box","text":"Boards are responsible for ensuring senior executive leadership has established a capital strategy that achieves appropriate","page_number":96,"box":{"x":60,"y":191,"width":858,"height":13}},{"id":"87dbf3c1-b893-4ce6-8bd5-2529ced447c9","block_type":"box","text":"capital allocation in support of long-term financial resilience.","page_number":96,"box":{"x":59,"y":206,"width":424,"height":13}},{"id":"a1169f5a-7e92-4de4-93f6-05bf0791f861","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":96,"box":{"x":59,"y":233,"width":876,"height":12}},{"id":"3dc53568-2bd3-43e1-a3b5-0ed50a9e119b","block_type":"box","text":"to be aligned with shareholders’ interests. We may vote against management proposals seeking capital-related authorities, or","page_number":96,"box":{"x":59,"y":248,"width":878,"height":12}},{"id":"83e48135-73b5-43e2-a431-043e1ff63130","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":96,"box":{"x":59,"y":263,"width":875,"height":12}},{"id":"574557a9-a69f-47f6-9857-f022a0d9a983","block_type":"box","text":"a shareholder proposal seeking conversion of shares with differentiated voting rights to a one-share, one-vote standard.","page_number":96,"box":{"x":59,"y":278,"width":838,"height":13}},{"id":"c8375c32-ddf7-48c4-aa52-4aee688a7efa","block_type":"box","text":"Share issuance","page_number":96,"box":{"x":75,"y":305,"width":108,"height":9}},{"id":"34267a70-5835-4d59-8182-6c11f540ec09","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":96,"box":{"x":59,"y":331,"width":807,"height":13}},{"id":"3c352171-5deb-4675-9323-fa8fa7b79790","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":96,"box":{"x":59,"y":346,"width":878,"height":13}},{"id":"d5b1303b-e548-43ec-8bfa-1a3041fbf8f6","block_type":"box","text":"practice for companies to seek regular approval of these authorities to allow shareholders to take into consideration how","page_number":96,"box":{"x":59,"y":361,"width":846,"height":13}},{"id":"e9984c86-fb97-4908-b610-50f4503bf452","block_type":"box","text":"prior authorities were used, as well as the current circumstances of the company and the market environment.","page_number":96,"box":{"x":59,"y":377,"width":773,"height":12}},{"id":"51d8481a-18ec-4365-aa1d-23d66e8983d3","block_type":"box","text":"Share buybacks","page_number":96,"box":{"x":75,"y":403,"width":114,"height":12}},{"id":"08b0503f-a27f-4bb3-b7d4-e4ad3824fa42","block_type":"box","text":"We assess share buyback proposals in the context of the company’s disclosed capital management strategy and","page_number":96,"box":{"x":59,"y":429,"width":785,"height":13}},{"id":"a48d3022-a8e9-4b56-b5e1-9409d893ff69","block_type":"box","text":"management’s determination of the appropriate balance between investment that supports the long-term growth of the","page_number":96,"box":{"x":60,"y":445,"width":844,"height":12}},{"id":"9b7488d4-e317-41a5-84f9-08097bfcb86f","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":96,"box":{"x":59,"y":460,"width":872,"height":12}},{"id":"8e738131-b53a-422d-aa24-1b12788e5fb0","block_type":"box","text":"balance sheet and executive compensation arrangements and the price at which shares are repurchased relative to market","page_number":96,"box":{"x":60,"y":475,"width":858,"height":12}},{"id":"20eceb80-bf3f-47e1-b65f-88f52d5ebb97","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":96,"box":{"x":59,"y":490,"width":866,"height":12}},{"id":"6d9f472e-fdc9-4966-bff9-b46e37e21c66","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":96,"box":{"x":60,"y":505,"width":842,"height":12}},{"id":"4af8a21d-d680-4e92-8a3f-1f7b76dbff45","block_type":"box","text":"environment.","page_number":96,"box":{"x":59,"y":521,"width":92,"height":9}},{"id":"b04c0d65-ed8e-4048-8f4c-45bd4b364d78","block_type":"box","text":"Dividends","page_number":96,"box":{"x":76,"y":547,"width":70,"height":9}},{"id":"7d297c51-1718-45a5-addf-2ab24e7aa85c","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":96,"box":{"x":59,"y":573,"width":851,"height":12}},{"id":"c242ff5f-d830-427f-89db-70484b724933","block_type":"box","text":"proposed dividend appears out of line with the company’s financial position.","page_number":96,"box":{"x":59,"y":588,"width":535,"height":13}},{"id":"76f4e151-2f25-4d6e-a265-488ac796cf62","block_type":"box","text":"Differentiated voting rights","page_number":96,"box":{"x":76,"y":615,"width":193,"height":12}},{"id":"e3e83f82-158f-44ac-bf23-fe77c0d3ed08","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":96,"box":{"x":59,"y":641,"width":861,"height":12}},{"id":"3fd0dd24-d0eb-4201-89ae-40ec46b1bb1f","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":96,"box":{"x":59,"y":656,"width":875,"height":13}},{"id":"f7b9fde3-d32c-42c1-8f54-0229a8d5980c","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":96,"box":{"x":59,"y":671,"width":860,"height":13}},{"id":"ad70696b-9ba1-45cc-aa45-790592d5bae0","block_type":"box","text":"periodic basis.","page_number":96,"box":{"x":59,"y":686,"width":98,"height":13}},{"id":"345bc4fe-6cbb-4666-9d3a-d9d3d620b5c6","block_type":"box","text":"Transactions and special situations","page_number":96,"box":{"x":58,"y":713,"width":254,"height":12}},{"id":"bbaed884-cc9c-4559-8d54-00e409b34cce","block_type":"box","text":"We monitor developments in transactions and special situations closely and undertake our own detailed analyses of","page_number":96,"box":{"x":59,"y":739,"width":813,"height":13}},{"id":"61345d4a-cbe8-423f-8e73-27970ca6d11f","block_type":"box","text":"proposals.","page_number":96,"box":{"x":59,"y":754,"width":71,"height":13}},{"id":"2f092b6d-c517-46c5-ab4c-d9d1bc634348","block_type":"box","text":"Mergers and acquisitions","page_number":96,"box":{"x":76,"y":781,"width":181,"height":12}},{"id":"19496e1c-7d42-4d33-ba45-4f2754bbbf66","block_type":"box","text":"We evaluate proposed mergers or acquisitions by assessing the financial outcome for our clients as minority shareholders.","page_number":96,"box":{"x":59,"y":807,"width":855,"height":13}},{"id":"e859e507-93be-45b0-89d3-87fbe364db1c","block_type":"box","text":"Management should provide an assessment of the proposed transaction’s strategic and financial rationale, along with its","page_number":96,"box":{"x":59,"y":823,"width":847,"height":12}},{"id":"07a16953-f611-4f96-9286-82cde35f45e7","block_type":"box","text":"execution and operational risks. We review each transaction independently based on these factors and the degree to which","page_number":96,"box":{"x":59,"y":838,"width":861,"height":12}},{"id":"d30a89b2-05cd-4a00-8531-c997d763a403","block_type":"box","text":"the transaction enhances shareholder value. The board might consider establishing an ad hoc transaction committee to","page_number":96,"box":{"x":59,"y":853,"width":839,"height":12}},{"id":"5b3940b5-ce95-4bc6-9529-0837d2ea4f46","block_type":"box","text":"undertake an independent assessment of a significant merger or acquisition, in advance of making its recommendation to","page_number":96,"box":{"x":60,"y":868,"width":855,"height":12}},{"id":"f7544688-89e4-4d95-9f9a-8e1340774b08","block_type":"box","text":"shareholders.","page_number":96,"box":{"x":59,"y":883,"width":93,"height":10}},{"id":"2b772149-c0df-4451-9a47-efd48757ac5f","block_type":"box","text":"A-10","page_number":96,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"96f3c32c-50af-49f3-8a54-eb25e5886360","block_type":"box","text":"We will vote against transactions that, in our assessment, do not advance our clients’ financial interests.","page_number":97,"box":{"x":59,"y":67,"width":726,"height":12}},{"id":"535c3a28-54c8-4ae4-bd6c-ea04d73fc593","block_type":"box","text":"Anti-takeover defenses","page_number":97,"box":{"x":75,"y":93,"width":167,"height":10}},{"id":"486a4ee1-a0b8-4d0a-b08a-70e2ba7dcb48","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":97,"box":{"x":60,"y":120,"width":842,"height":12}},{"id":"13370d2c-aa47-43b7-a893-5c6e8a4a6ec2","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":97,"box":{"x":59,"y":135,"width":868,"height":12}},{"id":"a33dad47-1f22-4e95-9d73-df14e6d59fa3","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":97,"box":{"x":59,"y":150,"width":865,"height":12}},{"id":"89692b42-d41f-43e3-b87c-628826d05098","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":97,"box":{"x":59,"y":165,"width":832,"height":12}},{"id":"69ce5f8f-9fa9-49f9-b686-d2ce1ac0906f","block_type":"box","text":"campaign that may be counter to the interests of other investors. Defense mechanisms introduced in these circumstances","page_number":97,"box":{"x":59,"y":180,"width":856,"height":12}},{"id":"711cea56-afad-4f86-b9e9-979cfb480539","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":97,"box":{"x":59,"y":195,"width":825,"height":12}},{"id":"7c19f79d-43b0-4367-bb3d-e121f92413ed","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":97,"box":{"x":59,"y":210,"width":866,"height":13}},{"id":"90e9495e-003e-46e8-b5f1-81f046a0418a","block_type":"box","text":"12 months.","page_number":97,"box":{"x":61,"y":225,"width":76,"height":10}},{"id":"302ac361-a5c7-4ba8-9860-a8f734a57de7","block_type":"box","text":"Shareholder activism","page_number":97,"box":{"x":75,"y":252,"width":152,"height":10}},{"id":"191680c0-826a-43c4-8c1c-34c4b9225813","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":97,"box":{"x":59,"y":278,"width":872,"height":13}},{"id":"91d50751-4d11-400a-9c48-0117ff60d283","block_type":"box","text":"and objectives, once they have publicly disclosed their campaign. We may also engage with company management and","page_number":97,"box":{"x":59,"y":293,"width":838,"height":13}},{"id":"d3586d5f-bde1-49b8-83eb-e6c92a7652d8","block_type":"box","text":"possibly board members, especially those the activist may be seeking to replace. In our assessment, we evaluate various","page_number":97,"box":{"x":59,"y":308,"width":840,"height":13}},{"id":"b35118e8-73de-4092-acf2-7d62b2cb3499","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":97,"box":{"x":59,"y":324,"width":795,"height":12}},{"id":"246f8913-a3a0-44c3-959e-0fb76bfbdfeb","block_type":"box","text":"management’s plans; and the qualifications of each party’s candidates. We evaluate each contested situation by assessing","page_number":97,"box":{"x":60,"y":339,"width":854,"height":12}},{"id":"9eb4977a-40b5-4099-8ba8-0e1e8dd9dec3","block_type":"box","text":"the potential financial outcome for our clients as minority shareholders.","page_number":97,"box":{"x":59,"y":354,"width":501,"height":12}},{"id":"de398257-ed87-4127-b6ea-aab9a62cd650","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":97,"box":{"x":59,"y":380,"width":861,"height":13}},{"id":"d7bca739-52d9-47a5-9362-c4d01e62d421","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":97,"box":{"x":59,"y":395,"width":854,"height":13}},{"id":"81582362-bde9-40a8-beb5-dfacb78506e1","block_type":"box","text":"members do not demonstrate the relevant skills and expertise or have a poor track record of protecting shareholders’","page_number":97,"box":{"x":60,"y":411,"width":819,"height":12}},{"id":"2e72ecef-ec5d-4648-9846-4cc95a040a97","block_type":"box","text":"interests.","page_number":97,"box":{"x":60,"y":427,"width":62,"height":8}},{"id":"42ece648-631e-442c-af18-5079ded329f7","block_type":"box","text":"Significant shareholders and related party transactions","page_number":97,"box":{"x":75,"y":452,"width":397,"height":12}},{"id":"46a427b0-4230-477d-938b-1f97a4ad51a7","block_type":"box","text":"Boards of companies with affiliated shareholders or directors should give equitable consideration to the interests of all","page_number":97,"box":{"x":60,"y":479,"width":824,"height":12}},{"id":"5fe99281-0562-4040-8daf-7070e5fd12e1","block_type":"box","text":"shareholders when evaluating related party transactions.","page_number":97,"box":{"x":59,"y":494,"width":397,"height":12}},{"id":"a04d3dee-ff4b-47c8-a7c0-f673a65b125b","block_type":"box","text":"We consider it good practice for transactions with related parties, such as significant shareholders or companies affiliated","page_number":97,"box":{"x":59,"y":520,"width":849,"height":12}},{"id":"aa58b386-3f03-47ac-9c6c-71b70d461ac7","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":97,"box":{"x":59,"y":535,"width":832,"height":13}},{"id":"5f94e2c8-84d5-478d-97ca-c4e75b79306a","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":97,"box":{"x":59,"y":550,"width":818,"height":13}},{"id":"d8a93f54-6790-4ff1-9142-29387d3f554d","block_type":"box","text":"members of the board, and if voted on, only disinterested shareholders should vote.","page_number":97,"box":{"x":60,"y":566,"width":584,"height":12}},{"id":"cc2db844-9a1e-4fde-aeb5-3814800ab9bb","block_type":"box","text":"Corporate reporting, risk management and audit","page_number":97,"box":{"x":59,"y":592,"width":352,"height":12}},{"id":"8226da86-385a-43ce-8bbc-07541eeafd3c","block_type":"box","text":"Investors depend on corporate reporting, both regulatory and voluntary, to understand a company’s strategy, its","page_number":97,"box":{"x":60,"y":618,"width":783,"height":13}},{"id":"ed868d6c-4c60-4792-a4e2-849689f4ead1","block_type":"box","text":"implementation and financial performance, as well as to assess the quality of management and operations and potential for","page_number":97,"box":{"x":60,"y":634,"width":867,"height":12}},{"id":"aadeb603-a405-4a1f-8e47-fff6dfc8d230","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":97,"box":{"x":59,"y":649,"width":876,"height":12}},{"id":"a03ceb96-eeda-471e-93e7-76d64b0b2a5d","block_type":"box","text":"and the policies and procedures underpinning the internal audit function and external audit.","page_number":97,"box":{"x":59,"y":664,"width":644,"height":12}},{"id":"1d9ee44a-7184-4c94-be66-dc3f9b122bcc","block_type":"box","text":"A company’s financial reporting should provide decision-useful information for investors, and other stakeholders, on its","page_number":97,"box":{"x":59,"y":690,"width":836,"height":13}},{"id":"94be4ee4-731d-42e6-889c-88f3ccb6c5cb","block_type":"box","text":"financial performance and position. It should provide an accurate and balanced assessment of the risks and opportunities the","page_number":97,"box":{"x":59,"y":705,"width":879,"height":13}},{"id":"c2d48773-fb7c-4a2d-8f54-8647778470f7","block_type":"box","text":"company faces in realizing its long-term strategy. Accordingly, the assumptions made by management and reviewed by the","page_number":97,"box":{"x":59,"y":720,"width":862,"height":13}},{"id":"3d95a025-6564-414c-89a1-014a963bd11f","block_type":"box","text":"auditor in preparing the financial statements should be reasonable and justified. Financial statements should be prepared in","page_number":97,"box":{"x":59,"y":736,"width":865,"height":12}},{"id":"54c14b62-2da1-4ae7-9ddd-94ffe7fb7759","block_type":"box","text":"accordance with globally developed reporting standards and any divergence from generally accepted accounting principles","page_number":97,"box":{"x":59,"y":751,"width":862,"height":12}},{"id":"06e8af6b-ab2b-492d-918c-4759376194b8","block_type":"box","text":"should be explained in detail and justified. Accounting restatements should be explained in detail and any remedial actions,","page_number":97,"box":{"x":59,"y":766,"width":863,"height":12}},{"id":"286fd0c3-b935-4da4-9f04-c01056c4981d","block_type":"box","text":"and the implications of these, disclosed.","page_number":97,"box":{"x":59,"y":781,"width":279,"height":12}},{"id":"486349e0-49be-411d-a8da-dacd67814726","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":97,"box":{"x":60,"y":807,"width":818,"height":13}},{"id":"83050162-a079-4766-9ea8-7460bd2b3ccf","block_type":"box","text":"oversight of the accounts, material financial and, where appropriate to the jurisdiction, non-financial information, internal","page_number":97,"box":{"x":59,"y":823,"width":851,"height":12}},{"id":"e58867ee-ed35-4921-b112-eb0974492365","block_type":"box","text":"control frameworks and Enterprise Risk Management systems. In our view, effective audit committee oversight strengthens","page_number":97,"box":{"x":59,"y":838,"width":864,"height":12}},{"id":"7351e632-b7bc-4109-a492-c5b0f3383aa2","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":97,"box":{"x":59,"y":853,"width":878,"height":12}},{"id":"85bc66bc-d73d-4194-9678-78f66e9f7755","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":97,"box":{"x":59,"y":868,"width":839,"height":12}},{"id":"995bcc72-8121-4a1b-8e23-896c7bbeb182","block_type":"box","text":"external audit process annually.","page_number":97,"box":{"x":59,"y":883,"width":220,"height":12}},{"id":"420a65a1-c505-4af5-8996-f922ab05588e","block_type":"box","text":"A-11","page_number":97,"box":{"x":482,"y":916,"width":30,"height":9}},{"id":"a3fcf2bb-0974-4ed0-b1e2-2163eafdcf53","block_type":"box","text":"Similarly, we encourage companies to disclose material sustainability-related factors that are integral to how a company","page_number":98,"box":{"x":59,"y":67,"width":841,"height":12}},{"id":"a25a9957-baaa-4c64-a760-66fdf1760243","block_type":"box","text":"manages risks or generates revenue. BAIS finds it helpful to our understanding when companies provide robust, standardized","page_number":98,"box":{"x":60,"y":82,"width":877,"height":12}},{"id":"3bec7aa5-52cd-4d72-9536-cb0af88ec023","block_type":"box","text":"disclosures on their material sustainability-related risks and opportunities. The International Sustainability Standards Board","page_number":98,"box":{"x":59,"y":97,"width":861,"height":12}},{"id":"5f7b1070-180c-4804-b853-f5e431e212c8","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":98,"box":{"x":60,"y":112,"width":865,"height":12}},{"id":"d52304b6-78bb-449b-b5ae-45226dfe5246","block_type":"box","text":"preparing such reports.","page_number":98,"box":{"x":59,"y":127,"width":162,"height":12}},{"id":"8f08cc13-3e99-496f-bc8a-18f961d0c083","block_type":"box","text":"(9)","page_number":98,"box":{"x":223,"y":125,"width":14,"height":8}},{"id":"b3368abc-5404-4a3d-97b6-ec4425e734c1","block_type":"box","text":"However, we do not mandate any specific disclosure framework, and note that companies in","page_number":98,"box":{"x":243,"y":127,"width":646,"height":12}},{"id":"c627b291-aca2-4787-aec5-8dbc3220dec0","block_type":"box","text":"certain jurisdictions are subject to mandatory reporting requirements under standards specified by policy makers.","page_number":98,"box":{"x":59,"y":142,"width":795,"height":13}},{"id":"212df059-4e42-4ee3-a14f-7a6cd2363085","block_type":"box","text":"(10)","page_number":98,"box":{"x":856,"y":140,"width":20,"height":8}},{"id":"14b741cf-ee59-4e9e-ab7a-ec00b24e86b7","block_type":"box","text":"Companies should establish robust risk management and internal control processes appropriate to the company’s business,","page_number":98,"box":{"x":59,"y":169,"width":869,"height":12}},{"id":"123a8aa7-1147-4bb5-af77-304a04b99d59","block_type":"box","text":"risk tolerance, and regulatory environment. A credible whistleblowing system for employees, and potentially other","page_number":98,"box":{"x":60,"y":184,"width":797,"height":12}},{"id":"fada2096-f910-4fdd-9e45-420483571aee","block_type":"box","text":"stakeholders, can be a useful mechanism for ensuring that senior management and the board are aware of potential","page_number":98,"box":{"x":59,"y":199,"width":814,"height":12}},{"id":"d5518a5c-e7fe-400e-8c1f-68839b855f3c","block_type":"box","text":"misconduct or breaches in risk management and internal control processes.","page_number":98,"box":{"x":60,"y":214,"width":532,"height":12}},{"id":"e7946631-5fc0-4e85-af01-bce52ccf2811","block_type":"box","text":"A comprehensive audit conducted by an independent audit firm contributes to investor confidence in the quality of corporate","page_number":98,"box":{"x":59,"y":240,"width":879,"height":13}},{"id":"a81cd1d7-88f3-4970-aa92-6adcb767b0ea","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":98,"box":{"x":60,"y":256,"width":855,"height":12}},{"id":"61c57abf-52fe-4551-af3d-a56b3673b865","block_type":"box","text":"audit matters identified and how these were resolved. A comprehensive and effective audit is time and resource intensive,","page_number":98,"box":{"x":59,"y":271,"width":850,"height":12}},{"id":"2b337dd0-56f8-423a-af60-da3879e042ad","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":98,"box":{"x":59,"y":286,"width":868,"height":12}},{"id":"a4972f92-6067-410f-90d0-1aa409655c13","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":98,"box":{"x":59,"y":301,"width":837,"height":12}},{"id":"ca3d8a20-e607-4e90-b471-d1f49c5657cf","block_type":"box","text":"position on auditor tenure and how it confirmed that the auditor remained independent.","page_number":98,"box":{"x":59,"y":316,"width":618,"height":12}},{"id":"b0f9dcb9-4d53-46ec-acfc-9f31e2093211","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":98,"box":{"x":59,"y":343,"width":824,"height":12}},{"id":"041acb56-23fd-47d0-97b5-2fa7d40c10d2","block_type":"box","text":"misstatements in financial reports. In markets where relevant, we may vote against a proposal to approve the financial","page_number":98,"box":{"x":60,"y":358,"width":825,"height":12}},{"id":"b425b001-a5ab-4238-87e7-f15d2294ebc8","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":98,"box":{"x":59,"y":373,"width":857,"height":12}},{"id":"aaccd93f-b3cc-4e92-8461-c7a2d3b6558d","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":98,"box":{"x":60,"y":388,"width":868,"height":12}},{"id":"487a3f29-b9aa-4451-8cd5-6169550b0224","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":98,"box":{"x":59,"y":403,"width":854,"height":12}},{"id":"85803cae-eb85-4b03-8839-e3cdbfca5195","block_type":"box","text":"has not established reasonable remediation plans.","page_number":98,"box":{"x":60,"y":418,"width":349,"height":12}},{"id":"756e7c40-d8a5-4a16-95ff-33e5dc67ef7e","block_type":"box","text":"Shareholder rights and protections","page_number":98,"box":{"x":59,"y":445,"width":252,"height":12}},{"id":"e30d44ab-3e0d-4be6-b0dc-4118a62cf59f","block_type":"box","text":"General shareholder meetings","page_number":98,"box":{"x":76,"y":471,"width":217,"height":12}},{"id":"a51e1988-6727-4982-8fb3-7f4d0cca55cd","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":98,"box":{"x":59,"y":497,"width":876,"height":13}},{"id":"bba69f6a-8c0f-4ce2-9a26-1c66fc5e3b38","block_type":"box","text":"discussed and voted on by shareholders in attendance or submitting proxy votes. Companies should disclose materials","page_number":98,"box":{"x":59,"y":513,"width":831,"height":12}},{"id":"5c117e77-18d3-4ad2-9740-8019371f1d77","block_type":"box","text":"relevant to the shareholder meeting sufficiently in advance so that shareholders can take them into consideration in their","page_number":98,"box":{"x":60,"y":528,"width":846,"height":12}},{"id":"2503ef24-3da8-4c1a-b6f0-8b77e209e503","block_type":"box","text":"voting decisions. Many companies offer shareholders the option of participating in the meeting virtually which, whilst","page_number":98,"box":{"x":59,"y":543,"width":822,"height":12}},{"id":"b060d20d-e077-4807-9fe5-f6f922b5b5bf","block_type":"box","text":"welcome, should not limit the rights of shareholders to participate as they would during an in-person meeting.","page_number":98,"box":{"x":59,"y":558,"width":774,"height":12}},{"id":"5d7115c8-5356-4fe0-b8fd-7cb48d3eba5c","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":98,"box":{"x":59,"y":584,"width":877,"height":13}},{"id":"80dc04cc-7798-486f-b77b-df3e87903e1a","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":98,"box":{"x":60,"y":600,"width":873,"height":12}},{"id":"f9a69595-32ce-4e15-8885-0efdf818aabe","block_type":"box","text":"the format of the shareholder meeting does not accommodate reasonable shareholder participation.","page_number":98,"box":{"x":59,"y":615,"width":704,"height":12}},{"id":"40ac235d-90a3-4895-82c5-33edfa27bf15","block_type":"box","text":"Bylaw amendments","page_number":98,"box":{"x":76,"y":641,"width":140,"height":12}},{"id":"c8dd8e88-5864-4163-a180-eafd32a5f1f0","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":98,"box":{"x":59,"y":668,"width":860,"height":12}},{"id":"d1e9470b-12f0-40de-afb1-db0013ed9103","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":98,"box":{"x":59,"y":683,"width":873,"height":12}},{"id":"8276cb8f-a945-41e9-b482-b0aec2228ee4","block_type":"box","text":"to a shareholder vote.","page_number":98,"box":{"x":59,"y":698,"width":151,"height":10}},{"id":"389221ec-2c0b-44b0-bb58-8a38a22c012f","block_type":"box","text":"We may vote against bylaw amendments that reduce shareholder rights and protections or introduce additional burdens. We","page_number":98,"box":{"x":59,"y":724,"width":874,"height":13}},{"id":"0905c128-fd63-4b9c-b29b-f79255b27e62","block_type":"box","text":"may vote against directors if material changes are made to the bylaws without shareholder approval.","page_number":98,"box":{"x":60,"y":739,"width":703,"height":13}},{"id":"82fd766f-2022-4726-8206-4af392cca032","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":98,"box":{"x":60,"y":766,"width":875,"height":12}},{"id":"b43ab24d-5c70-4152-b01b-9803f54f272c","block_type":"box","text":"meaningful shareholding, the right to call a special meeting of shareholders. The shareholding required to exercise this right","page_number":98,"box":{"x":60,"y":781,"width":867,"height":12}},{"id":"6088eb0e-b4ed-4bcc-80bd-9005cc7a268f","block_type":"box","text":"should balance its utility with the cost to the company of holding special meetings.","page_number":98,"box":{"x":59,"y":796,"width":580,"height":12}},{"id":"aa2f49b4-4a6b-42de-a4f0-22794a1cf6a1","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":98,"box":{"x":59,"y":826,"width":832,"height":10}},{"id":"96b5dc9d-256f-48ab-84de-a29271958575","block_type":"box","text":"IFRS","page_number":98,"box":{"x":895,"y":826,"width":24,"height":7}},{"id":"f4e7362b-b5a9-4e38-8953-7ed143b4af51","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":98,"box":{"x":91,"y":838,"width":824,"height":10}},{"id":"1f7afac0-c1fe-4366-975d-3e422cad4267","block_type":"box","text":"and S2 “Climate-related Disclosures.”","page_number":98,"box":{"x":92,"y":851,"width":209,"height":8}},{"id":"6610aa02-17c6-40ac-bb9a-88319df3706d","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":98,"box":{"x":59,"y":866,"width":766,"height":10}},{"id":"4c2e4cb4-3ec4-4d30-93aa-565082312d6c","block_type":"box","text":"andards/ and","page_number":98,"box":{"x":826,"y":866,"width":75,"height":8}},{"id":"f4528f00-f36f-4ad6-a63a-624ec1d0a7a6","block_type":"box","text":"https://finance.ec.europa.eu/capital-markets-union-and-financial-markets/company-reporting-and","page_number":98,"box":{"x":92,"y":879,"width":569,"height":9}},{"id":"92f2d7e4-2026-45b6-940d-c5f45a03bf42","block_type":"box","text":"auditing/company-reporting/corporate-sustainability-reporting_en","page_number":98,"box":{"x":92,"y":891,"width":378,"height":10}},{"id":"6fb5b246-dbc6-463b-ba6d-6a20bd153127","block_type":"box","text":"A-12","page_number":98,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"e78cc740-5070-4889-9b88-2b4d03ce195b","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":99,"box":{"x":60,"y":67,"width":875,"height":12}},{"id":"7f9dd4fa-083e-4fa1-8992-c3b176640cd3","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":99,"box":{"x":60,"y":82,"width":863,"height":12}},{"id":"d04cf226-5bdd-4042-835c-a8171b873484","block_type":"box","text":"so that shareholders can exercise it without being unduly disruptive to the board’s own nomination process.","page_number":99,"box":{"x":59,"y":97,"width":757,"height":12}},{"id":"aa9b5fbd-64f3-4f56-b906-de74d745bf93","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":99,"box":{"x":59,"y":123,"width":878,"height":13}},{"id":"1b2c1a79-bb30-44f8-83bf-1a5816fef2a9","block_type":"box","text":"for a shareholder proposal seeking the addition of either of these provisions to a company’s bylaws.","page_number":99,"box":{"x":59,"y":138,"width":696,"height":13}},{"id":"b5e7c649-3801-4964-a541-7a3e356b5c45","block_type":"box","text":"Change of domicile","page_number":99,"box":{"x":76,"y":165,"width":139,"height":12}},{"id":"5c343823-98c6-4db4-bd1a-6dd3407b02bf","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":99,"box":{"x":59,"y":191,"width":841,"height":13}},{"id":"2574171d-5110-4c62-84f5-084fb5093119","block_type":"box","text":"consistent with the company’s long-term strategy and business model and the related costs are immaterial.","page_number":99,"box":{"x":59,"y":206,"width":754,"height":13}},{"id":"fa938007-a427-49de-b803-d540e9a50d2b","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":99,"box":{"x":59,"y":233,"width":878,"height":12}},{"id":"0b2d5f7b-cc00-427c-8333-df9c73355cd2","block_type":"box","text":"financial interests.","page_number":99,"box":{"x":59,"y":248,"width":126,"height":10}},{"id":"9ba3b84d-b039-4050-a837-278cd42abeb5","block_type":"box","text":"Changes to a company’s purpose or the nature of its business","page_number":99,"box":{"x":76,"y":274,"width":446,"height":13}},{"id":"19805e2f-7094-44f7-8606-591d924d8b2f","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":99,"box":{"x":60,"y":301,"width":826,"height":12}},{"id":"4ccfe7bb-ac20-4fa5-bac8-d517ecefd77e","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":99,"box":{"x":59,"y":316,"width":824,"height":12}},{"id":"b46faca3-fde5-4084-b5b7-fef737a21c18","block_type":"box","text":"suitability of a company for their investment strategy or portfolio.","page_number":99,"box":{"x":59,"y":331,"width":456,"height":13}},{"id":"63ffa99c-d9ab-4fee-882a-1b66335074c4","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":99,"box":{"x":59,"y":358,"width":871,"height":12}},{"id":"b7d4478f-aac7-497f-be88-ec6be71c4bd6","block_type":"box","text":"not provided a credible argument for change.","page_number":99,"box":{"x":60,"y":373,"width":315,"height":12}},{"id":"9dd04461-1f94-4a23-9ea0-a205a89579fb","block_type":"box","text":"Shareholder proposals","page_number":99,"box":{"x":59,"y":399,"width":162,"height":13}},{"id":"88d9d63a-0434-40e0-ad04-409492ce474b","block_type":"box","text":"Shareholders in many markets, who meet certain eligibility criteria, have the right to submit proposals to the general","page_number":99,"box":{"x":59,"y":426,"width":812,"height":12}},{"id":"64d5f81a-e444-451a-acde-546be1847bce","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":99,"box":{"x":59,"y":441,"width":847,"height":12}},{"id":"d68ae70f-2d3e-44a2-be58-11a011e0cc02","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":99,"box":{"x":60,"y":456,"width":863,"height":12}},{"id":"9c9a5481-e2a5-4690-a421-1fa405df5a6d","block_type":"box","text":"business.","page_number":99,"box":{"x":60,"y":471,"width":63,"height":10}},{"id":"093de12d-8401-4724-bc50-75f97706f29e","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":99,"box":{"x":59,"y":497,"width":877,"height":13}},{"id":"73e741fd-6ddb-4eb4-99fb-48b5ca5750df","block_type":"box","text":"its current approach, whether the actions sought are consistent with shareholders’ interests, and what impact the proposal","page_number":99,"box":{"x":60,"y":513,"width":860,"height":12}},{"id":"cf6b6d3a-6d71-49a2-b591-91df81793f21","block_type":"box","text":"being acted upon might have on financial performance.","page_number":99,"box":{"x":60,"y":528,"width":388,"height":12}},{"id":"bcb3f169-4bd7-44f1-aa8b-ed2a031b9597","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":99,"box":{"x":59,"y":554,"width":861,"height":13}},{"id":"7f3af2f0-024f-47b4-b510-51c5c78b442b","block_type":"box","text":"understand the apparent difference in perspective. If we are concerned a company is not acting in shareholders’ financial","page_number":99,"box":{"x":60,"y":569,"width":844,"height":13}},{"id":"0ba72747-84bd-45f0-b365-ede937800811","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":99,"box":{"x":60,"y":584,"width":877,"height":13}},{"id":"36bd016f-a72c-44cc-b9ad-98fa9c03bca6","block_type":"box","text":"with our clients’ financial interests. We generally do not support shareholder proposals that are legally binding on the","page_number":99,"box":{"x":59,"y":600,"width":819,"height":12}},{"id":"b0278419-b7ee-4aa5-8950-bdddee8248ce","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":99,"box":{"x":59,"y":615,"width":843,"height":12}},{"id":"28ed58ab-595b-4fe2-a293-fd7e9bbb025b","block_type":"box","text":"generates financial returns.","page_number":99,"box":{"x":59,"y":630,"width":190,"height":12}},{"id":"43861636-d19a-4ebd-bcb8-e69050658663","block_type":"box","text":"BlackRock is subject to rules, regulations, agency guidance and contractual agreements that place restrictions and limitations","page_number":99,"box":{"x":60,"y":656,"width":878,"height":13}},{"id":"abda0b11-ce3e-4289-aac7-0c9ed02eedb5","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":99,"box":{"x":59,"y":671,"width":825,"height":13}},{"id":"f37cdde4-34da-407b-acdb-f9f69a1bb78f","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":99,"box":{"x":59,"y":686,"width":870,"height":13}},{"id":"7e81afb4-1111-424f-bb81-dbc7ca5490d2","block_type":"box","text":"on proposals put forth by others.","page_number":99,"box":{"x":59,"y":702,"width":229,"height":12}},{"id":"399fa54b-1fb6-4cd3-b062-2ec2d24fac60","block_type":"box","text":"Corporate political activities","page_number":99,"box":{"x":59,"y":728,"width":202,"height":12}},{"id":"b48ffbbe-c247-4837-90a1-1ae40bedf5ef","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":99,"box":{"x":59,"y":754,"width":876,"height":13}},{"id":"d7bee2cf-706d-4005-a2cf-f4059085878c","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":99,"box":{"x":59,"y":770,"width":842,"height":12}},{"id":"8d7a8cce-f428-45b4-a3dd-790c8a557ca9","block_type":"box","text":"understand how it is addressing the material risk identified. We seek to understand how companies engage in corporate","page_number":99,"box":{"x":60,"y":785,"width":840,"height":12}},{"id":"f886df9e-6585-4f8c-9e54-7c5b111e2014","block_type":"box","text":"political activities and ensure that their participation is consistent with their public statements on policy matters material to","page_number":99,"box":{"x":59,"y":800,"width":863,"height":12}},{"id":"6479fcc2-565c-40cf-8c97-4095f90346d9","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":99,"box":{"x":59,"y":815,"width":866,"height":12}},{"id":"8bfdb41d-4c31-431b-8b31-fe60c9512750","block_type":"box","text":"activities as there can be reputational risks arising from inconsistencies between a company’s policy engagement and stated","page_number":99,"box":{"x":59,"y":830,"width":871,"height":12}},{"id":"ab8b4830-cb62-4d5c-a4ee-672238180e53","block_type":"box","text":"policy positions. Companies should, as a minimum, meet all regulatory disclosure requirements on political activities. We may","page_number":99,"box":{"x":59,"y":845,"width":880,"height":13}},{"id":"f8173108-1633-4539-ad8f-5f02dcf3b5cb","block_type":"box","text":"engage a company where we would like to better understand its approach to policy engagement, where relevant.","page_number":99,"box":{"x":59,"y":860,"width":792,"height":13}},{"id":"2adfd786-3081-4b69-acda-685f82e17dd4","block_type":"box","text":"A-13","page_number":99,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"593c29f4-bed8-4a1a-87fe-e7c2766cca20","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":100,"box":{"x":59,"y":67,"width":860,"height":12}},{"id":"ba2c9cd0-0fac-4e7d-a57a-f78682eef014","block_type":"box","text":"policy positions of the trade associations of which they are active members and any engagements undertaken by trade","page_number":100,"box":{"x":59,"y":82,"width":832,"height":12}},{"id":"f05a724d-0eef-40bb-b84d-a872c7b9df96","block_type":"box","text":"associations on behalf of members.","page_number":100,"box":{"x":59,"y":97,"width":248,"height":10}},{"id":"d2cb06ec-9ec3-46de-aad4-f5ac2d5ba537","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":100,"box":{"x":59,"y":123,"width":870,"height":13}},{"id":"e84704e9-1d69-4634-95fd-ad144d6dded4","block_type":"box","text":"address the material risk it has identified.","page_number":100,"box":{"x":59,"y":138,"width":286,"height":10}},{"id":"14ea4c4a-609b-49bf-98b4-4c40a0b0ea28","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":100,"box":{"x":59,"y":165,"width":387,"height":12}},{"id":"cf24282e-7886-4248-8c1d-979d8b005055","block_type":"box","text":"We seek to understand how companies manage the material risks and opportunities inherent in their business operations. In","page_number":100,"box":{"x":59,"y":191,"width":872,"height":13}},{"id":"a0519535-68b9-4ff5-b6ed-e29e5277b582","block_type":"box","text":"our experience, sustainability-related factors","page_number":100,"box":{"x":59,"y":206,"width":311,"height":13}},{"id":"d2496ba7-616a-4b6a-9ebe-309cb0b58dfb","block_type":"box","text":"(11)","page_number":100,"box":{"x":372,"y":204,"width":19,"height":8}},{"id":"738deb00-c57a-4b57-8fc8-c59fcf187bc3","block_type":"box","text":"that are relevant to a company’s business or material to its financial","page_number":100,"box":{"x":396,"y":206,"width":473,"height":13}},{"id":"e7c37de6-d66f-4dd2-a44a-2bed8cf3dc8a","block_type":"box","text":"performance, are generally operational considerations embedded into day-to-day management systems. Certain","page_number":100,"box":{"x":59,"y":222,"width":788,"height":12}},{"id":"895e9ca9-b922-4f2a-b77e-6a83fa21e3a3","block_type":"box","text":"sustainability issues may also inform long-term strategic planning, for example, investing in product innovation in","page_number":100,"box":{"x":59,"y":237,"width":795,"height":12}},{"id":"8fc98255-41e3-4320-adac-89fd9dacff77","block_type":"box","text":"anticipation of changing consumer demand or adapting supply chains in response to changing regulatory requirements.","page_number":100,"box":{"x":59,"y":252,"width":843,"height":12}},{"id":"94977884-e03f-4e0f-af95-482485d98717","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":100,"box":{"x":59,"y":278,"width":864,"height":13}},{"id":"46fa265d-7d90-4248-93b9-320ff9b777ef","block_type":"box","text":"company business model, sector, key markets, and time horizon, amongst other considerations. From company disclosures","page_number":100,"box":{"x":59,"y":293,"width":863,"height":13}},{"id":"473383a4-0c6e-4487-807b-c154016a1b29","block_type":"box","text":"and our engagement, we aim to understand how management is identifying, assessing and integrating material","page_number":100,"box":{"x":59,"y":308,"width":784,"height":13}},{"id":"2d5638b8-0329-4133-be20-9b1d4b7d0679","block_type":"box","text":"sustainability-related risks and opportunities into their business decision-making and practices. Doing so helps us undertake","page_number":100,"box":{"x":59,"y":324,"width":872,"height":12}},{"id":"3284441f-8674-48e8-9df8-08b634057359","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":100,"box":{"x":59,"y":339,"width":810,"height":12}},{"id":"d05a4590-75d8-4c74-987b-f58a4c3a2b04","block_type":"box","text":"investment.","page_number":100,"box":{"x":60,"y":355,"width":80,"height":9}},{"id":"d3a19715-e8c9-439e-a37a-b9d3b3e36c92","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":100,"box":{"x":59,"y":380,"width":833,"height":13}},{"id":"ceab4eea-78b5-4daf-8644-b304de569adf","block_type":"box","text":"managing or disclosing its approach to material sustainability-related risks that may impact financial returns.","page_number":100,"box":{"x":60,"y":395,"width":761,"height":13}},{"id":"b9b83737-e6b6-432b-9923-ad26bc50ae3f","block_type":"box","text":"Key stakeholders","page_number":100,"box":{"x":60,"y":422,"width":120,"height":12}},{"id":"af5512d9-32a2-4e61-bc5b-7a2eb5eadf61","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":100,"box":{"x":60,"y":448,"width":841,"height":13}},{"id":"d13b3e73-936d-45f2-8750-424c6e4e6533","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":100,"box":{"x":59,"y":463,"width":859,"height":13}},{"id":"438b6585-afd0-4a36-a2f1-ae8677b0826d","block_type":"box","text":"their business and long-term financial performance. For many companies, key stakeholders include employees, business","page_number":100,"box":{"x":59,"y":479,"width":843,"height":12}},{"id":"239df318-ba68-4e26-bb3e-6b4218746de3","block_type":"box","text":"partners (such as suppliers and distributors), clients and consumers, regulators, and the communities in which they operate.","page_number":100,"box":{"x":59,"y":494,"width":873,"height":12}},{"id":"1e689692-3e9b-4c26-b383-c5bf6530d2c5","block_type":"box","text":"Companies that appropriately balance the interests of investors and other stakeholders are, in our experience, more likely to","page_number":100,"box":{"x":59,"y":509,"width":866,"height":12}},{"id":"13788b31-5261-478e-98cb-56ebdfd4510c","block_type":"box","text":"be financially resilient over time.","page_number":100,"box":{"x":60,"y":524,"width":223,"height":12}},{"id":"4eb90080-15ee-496b-88eb-f778224d6821","block_type":"box","text":"Climate and decarbonization investment objectives","page_number":100,"box":{"x":59,"y":550,"width":367,"height":13}},{"id":"d84ceef6-a030-40a5-a9a7-d6895bd898cd","block_type":"box","text":"Certain active BlackRock funds have climate and decarbonization objectives in addition to financial objectives. Consistent","page_number":100,"box":{"x":59,"y":577,"width":848,"height":12}},{"id":"d6e180f3-47d3-4de5-aff1-f9ed42b355aa","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":100,"box":{"x":59,"y":592,"width":875,"height":12}},{"id":"d7a9712c-159e-48cb-a137-167bc63f95c1","block_type":"box","text":"some respects from BAIS’ benchmark guidelines, which are described above. Specifically, for those funds’ holdings, we look","page_number":100,"box":{"x":59,"y":607,"width":864,"height":12}},{"id":"ef1ddb59-0800-4d56-b327-0096fc198537","block_type":"box","text":"to investee companies to demonstrate that they are aligned with a decarbonization pathway that means their business model","page_number":100,"box":{"x":59,"y":622,"width":878,"height":13}},{"id":"3dd6f118-7b9f-4d26-9a5e-997b24edeef1","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":100,"box":{"x":59,"y":637,"width":848,"height":13}},{"id":"8f0aab53-668c-47ea-988e-74676d80df01","block_type":"box","text":"levels. In addition, clients in separately managed accounts may instruct BlackRock to apply these guidelines to their holdings.","page_number":100,"box":{"x":60,"y":652,"width":874,"height":13}},{"id":"d9e3717c-c654-4cf2-9c32-65365a7a0453","block_type":"box","text":"Both in the case of funds and separately managed accounts, these guidelines are only implemented upon explicit selection","page_number":100,"box":{"x":60,"y":668,"width":858,"height":12}},{"id":"70b3401e-b25d-4425-9f20-5d91f85cb15a","block_type":"box","text":"and approval by the applicable fund board or client.","page_number":100,"box":{"x":59,"y":683,"width":359,"height":12}},{"id":"b61ee4ee-7acf-4ab8-9bfb-ac10c44651fa","block_type":"box","text":"These decarbonization stewardship guidelines focus on companies which produce goods and services that contribute to real","page_number":100,"box":{"x":59,"y":709,"width":874,"height":12}},{"id":"a233d3a6-cc83-431c-bd5a-e2b9afcfccdf","block_type":"box","text":"world decarbonization or have a carbon intensive business model and face outsized impacts from the low carbon transition,","page_number":100,"box":{"x":59,"y":724,"width":866,"height":13}},{"id":"bb52baba-c77e-493b-a6f1-d3c1ce8f5bb5","block_type":"box","text":"based on reported and estimated scopes 1, 2, and 3 greenhouse gas emissions. These companies should provide disclosures","page_number":100,"box":{"x":60,"y":739,"width":872,"height":13}},{"id":"380d1cb0-7f8b-4545-8839-de0a78abb26e","block_type":"box","text":"that set out their governance, strategy, risk management processes and metrics and targets relevant to decarbonization. It is","page_number":100,"box":{"x":59,"y":754,"width":870,"height":13}},{"id":"8c116485-a85b-4f9e-8b24-2969e24ff7c0","block_type":"box","text":"helpful to investors’ understanding when these disclosures include an explanation of the decarbonization scenarios a","page_number":100,"box":{"x":60,"y":770,"width":819,"height":12}},{"id":"c79ab385-7c8e-4f15-b62f-c20afca95bbb","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":100,"box":{"x":59,"y":816,"width":825,"height":9}},{"id":"bca76a83-593d-42fe-802c-226f59e47a24","block_type":"box","text":"del that","page_number":100,"box":{"x":885,"y":816,"width":42,"height":7}},{"id":"cea87937-a1b8-43da-81c2-44c0d92b9fe8","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":100,"box":{"x":92,"y":828,"width":826,"height":10}},{"id":"e48c2e75-866e-45e6-9728-adfb8cf94fad","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":100,"box":{"x":92,"y":841,"width":832,"height":10}},{"id":"0d5e0599-1687-4b5a-9683-75f2b3d20364","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":100,"box":{"x":91,"y":853,"width":819,"height":10}},{"id":"1d9b64c5-8a4e-4dc8-ad4d-63b838b798e0","block_type":"box","text":"e","page_number":100,"box":{"x":910,"y":856,"width":6,"height":5}},{"id":"66fe3ba9-3fd4-4a91-8174-187cf1dbd98b","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":100,"box":{"x":92,"y":866,"width":822,"height":10}},{"id":"85a3493e-e043-42f3-89a6-b20ed6ebdf03","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":100,"box":{"x":92,"y":879,"width":785,"height":9}},{"id":"19f09b6f-2bb3-4ec9-93de-d0f136033372","block_type":"box","text":"onsider","page_number":100,"box":{"x":878,"y":879,"width":46,"height":7}},{"id":"313a75da-db79-4f01-8641-f59ea622c788","block_type":"box","text":"ations is a component of a sound governance framework.","page_number":100,"box":{"x":92,"y":891,"width":323,"height":10}},{"id":"2388ff53-72fb-42b2-a120-f012e464cc18","block_type":"box","text":"A-14","page_number":100,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"352a12d3-9f14-4de0-8ac0-4857f1d8a3d0","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":101,"box":{"x":59,"y":67,"width":855,"height":12}},{"id":"5fc769d4-b610-40b3-83bb-da29e626fd73","block_type":"box","text":"(GHG) emissions and reduction targets for scope 1 and 2 emissions.","page_number":101,"box":{"x":60,"y":82,"width":477,"height":12}},{"id":"6bee2f52-05ea-4f4a-bee9-650265ea8e31","block_type":"box","text":"Under these climate- and decarbonization-specific guidelines, BAIS may recommend a vote against directors or support for a","page_number":101,"box":{"x":60,"y":108,"width":874,"height":13}},{"id":"027f0882-5b03-4e3a-9792-d0f1068f0d04","block_type":"box","text":"relevant shareholder proposal if a company does not appear to be adequately acting to address or disclosing material","page_number":101,"box":{"x":60,"y":123,"width":820,"height":13}},{"id":"8820e1e1-6fc9-4680-83a7-4e920933a96f","block_type":"box","text":"climate-related risks, consistent with the parameters set out in these climate- and decarbonization-specific guidelines. We","page_number":101,"box":{"x":59,"y":138,"width":854,"height":13}},{"id":"a988321b-87c5-4ddb-9816-f41b19af8e45","block_type":"box","text":"may recommend supporting shareholder proposals seeking information relevant to a company’s stated low-carbon transition","page_number":101,"box":{"x":60,"y":154,"width":878,"height":12}},{"id":"53299d8e-9886-4d65-b8ba-96cd9b1831a6","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":101,"box":{"x":59,"y":169,"width":855,"height":12}},{"id":"283a00e7-0646-4805-9c6b-db9def9a5699","block_type":"box","text":"We would not recommend support for shareholder proposals that seek to constrain board or management decision-making","page_number":101,"box":{"x":59,"y":184,"width":869,"height":12}},{"id":"814d97e1-4ed7-4067-a64d-a45a79724be6","block_type":"box","text":"or direct specific business or strategic decisions. As under the BAIS benchmark approach, the active portfolio managers are","page_number":101,"box":{"x":59,"y":199,"width":863,"height":12}},{"id":"d75bc100-9e70-4b01-b87f-7627e1b816b5","block_type":"box","text":"ultimately responsible for voting consistent with their investment mandate and fund objectives. For the funds and accounts","page_number":101,"box":{"x":60,"y":214,"width":863,"height":12}},{"id":"892dd89e-95a6-402a-ac14-b43c60c9bb3d","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":101,"box":{"x":60,"y":229,"width":859,"height":12}},{"id":"cd7a1305-ac6b-4d64-8c40-e35a54a804d3","block_type":"box","text":"guidelines.","page_number":101,"box":{"x":59,"y":244,"width":74,"height":13}},{"id":"49ce10fa-a415-418b-9bc6-fc7510221f2a","block_type":"box","text":"Appendix 1: How we fulfil and oversee our investment stewardship responsibilities for non-index equity investment","page_number":101,"box":{"x":59,"y":271,"width":834,"height":12}},{"id":"6f36dfc3-d33b-4345-887f-d5c78f01f4b5","block_type":"box","text":"strategies","page_number":101,"box":{"x":59,"y":286,"width":70,"height":12}},{"id":"631b5234-1e3e-4917-8b0c-3cc63fbe3987","block_type":"box","text":"Oversight","page_number":101,"box":{"x":76,"y":312,"width":69,"height":13}},{"id":"29c72ef9-1e46-429c-ba2d-eaf9665e3c90","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":101,"box":{"x":59,"y":339,"width":865,"height":12}},{"id":"78d84c34-8cc7-4f0c-9306-3e191504fc52","block_type":"box","text":"with the BlackRock Active Investment Stewardship Global Engagement and Voting Guidelines (the “Guidelines”), which","page_number":101,"box":{"x":59,"y":354,"width":835,"height":12}},{"id":"46f70ee1-888f-41d7-a5ed-d2afdcd4634d","block_type":"box","text":"require the application of professional judgment and consideration of each company’s unique circumstances, as well as input","page_number":101,"box":{"x":60,"y":369,"width":878,"height":12}},{"id":"33e627ba-297a-48e3-afb0-660e23291312","block_type":"box","text":"from active investors. BAIS is independent from BlackRock Investment Stewardship in our engagement and voting activities,","page_number":101,"box":{"x":59,"y":384,"width":868,"height":12}},{"id":"fd79509f-8b7a-405a-a930-78829f5f7e6c","block_type":"box","text":"reporting lines, and oversight.","page_number":101,"box":{"x":60,"y":399,"width":206,"height":13}},{"id":"044c42a5-1f78-4666-8bd0-a83f4bd7d981","block_type":"box","text":"The Stewardship Leaders Group, comprised of senior active investors and other relevant stakeholders in BlackRock’s legal,","page_number":101,"box":{"x":59,"y":426,"width":854,"height":12}},{"id":"48c69879-e575-46d0-b310-8387fc19531c","block_type":"box","text":"public policy, sustainability and communications teams, helps shape the firm’s approach to investment stewardship on non","page_number":101,"box":{"x":59,"y":441,"width":870,"height":12}},{"id":"92d4a147-274e-4acd-b58b-a2ed27891f6f","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":101,"box":{"x":60,"y":456,"width":873,"height":12}},{"id":"d769d711-4136-4ffc-8193-a4c2a59a3e56","block_type":"box","text":"not determine voting decisions, which are the responsibility of BAIS and the relevant active equity investors.","page_number":101,"box":{"x":60,"y":471,"width":752,"height":12}},{"id":"e10c67d0-2d8b-41b9-a1bf-3238217f890a","block_type":"box","text":"BAIS carries out engagement with companies in collaboration with active investment colleagues, executes proxy votes, and","page_number":101,"box":{"x":60,"y":497,"width":862,"height":13}},{"id":"03f03ff1-c7f3-43cc-a900-4487d18d2d79","block_type":"box","text":"conducts vote operations (including maintaining records of votes cast) in a manner consistent with the Guidelines. BAIS also","page_number":101,"box":{"x":59,"y":513,"width":874,"height":12}},{"id":"079444b9-bd46-451d-b752-ea6562ced845","block_type":"box","text":"conducts research on corporate governance issues and participates in industry discussions to contribute to and keep abreast","page_number":101,"box":{"x":59,"y":528,"width":875,"height":12}},{"id":"db94cf51-dd5b-4d3f-8a89-3e35434c50f2","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":101,"box":{"x":59,"y":543,"width":878,"height":12}},{"id":"edb9f8b4-2230-43ce-9761-00dc02f2c06c","block_type":"box","text":"and performs oversight of those third parties (see “Use and oversight of third-party vote services providers” below).","page_number":101,"box":{"x":59,"y":558,"width":808,"height":12}},{"id":"f5af8075-f212-46a1-83e6-742deddd0e47","block_type":"box","text":"Voting guidelines and vote execution","page_number":101,"box":{"x":75,"y":584,"width":267,"height":13}},{"id":"efc5ecd2-342f-4025-927d-bd0460f6ff94","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":101,"box":{"x":60,"y":611,"width":865,"height":12}},{"id":"c639669a-52e8-4d4e-901c-1387a7b98780","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":101,"box":{"x":59,"y":626,"width":862,"height":12}},{"id":"e6809542-c80e-4011-afb3-ce657b6f348b","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":101,"box":{"x":59,"y":641,"width":863,"height":12}},{"id":"875f0e61-92c5-4ef4-8011-0f826f854512","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":101,"box":{"x":59,"y":656,"width":877,"height":13}},{"id":"5c4b552a-fbc5-498d-b855-e06daa9cad88","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":101,"box":{"x":59,"y":671,"width":847,"height":13}},{"id":"4b567b78-5c1f-44d8-b57e-1f2553f71e2c","block_type":"box","text":"any), BlackRock or BlackRock’s affiliates, or BlackRock employees (see “Conflicts management policies and procedures,”","page_number":101,"box":{"x":59,"y":686,"width":841,"height":13}},{"id":"96a129dd-22b8-422d-bb42-da88be5921a1","block_type":"box","text":"below).","page_number":101,"box":{"x":60,"y":702,"width":50,"height":12}},{"id":"9cab015a-c879-4cea-aac0-dc429fe58430","block_type":"box","text":"When exercising voting rights, BAIS will normally vote on specific proxy issues in accordance with the Guidelines, although","page_number":101,"box":{"x":59,"y":728,"width":859,"height":12}},{"id":"05c90c30-84bb-45ad-86b0-1c9b53dd7d87","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":101,"box":{"x":59,"y":743,"width":846,"height":12}},{"id":"bd5d5015-7d49-446c-9ac0-85db32def927","block_type":"box","text":"investment objective and financial interests of clients invested in the funds they manage.","page_number":101,"box":{"x":60,"y":758,"width":619,"height":13}},{"id":"52ca3c2d-8367-406a-8bc2-245f4d1caec6","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":101,"box":{"x":59,"y":785,"width":861,"height":12}},{"id":"aad54fd3-70b3-44e8-8a24-c61fc1edbde1","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":101,"box":{"x":60,"y":800,"width":863,"height":12}},{"id":"88f3255f-b315-4b56-b530-c0bee1d67188","block_type":"box","text":"BAIS will vote in every instance. Rather, they reflect our view about corporate governance issues generally, and provide","page_number":101,"box":{"x":60,"y":815,"width":827,"height":12}},{"id":"b132e72a-a246-4d07-accd-9775b35252e3","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":101,"box":{"x":60,"y":830,"width":839,"height":12}},{"id":"d5a6cff0-049e-4c4f-a692-9ada0f783206","block_type":"box","text":"annually and updated as necessary to reflect changes in market practices, developments in corporate governance and","page_number":101,"box":{"x":59,"y":845,"width":827,"height":13}},{"id":"9b84f64e-0bdf-484b-b304-a0dbdfefe6fb","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":101,"box":{"x":59,"y":860,"width":854,"height":13}},{"id":"5faa6ea1-c72c-4425-b733-843d8c77c9f2","block_type":"box","text":"practices most aligned with clients’ long-term financial interests.","page_number":101,"box":{"x":59,"y":875,"width":452,"height":13}},{"id":"2d44e90f-d882-4e03-b238-8b828fd84805","block_type":"box","text":"A-15","page_number":101,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"f5b41b46-7a35-4e3e-8159-0645a904f526","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":102,"box":{"x":60,"y":67,"width":846,"height":12}},{"id":"edb350bf-3927-496a-b5c0-6f1159b214c9","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":102,"box":{"x":59,"y":82,"width":868,"height":12}},{"id":"5799d060-334a-440f-916b-13fd8740d8fc","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":102,"box":{"x":60,"y":97,"width":804,"height":12}},{"id":"d3b8fc39-5def-44a9-9739-660d9f24974b","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":102,"box":{"x":60,"y":112,"width":877,"height":12}},{"id":"2a49834b-3cb9-49ca-80bc-26280771ad7c","block_type":"box","text":"which votes are submitted until after the after the shareholder meeting has occurred); v) potential difficulties in translating","page_number":102,"box":{"x":59,"y":127,"width":858,"height":12}},{"id":"3af210a8-04d0-4b31-9430-c71353ae0e82","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":102,"box":{"x":59,"y":142,"width":872,"height":13}},{"id":"68918e8f-8c40-4b8f-ac40-5cb79013fa84","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":102,"box":{"x":60,"y":157,"width":807,"height":13}},{"id":"b446b071-13a7-4250-9240-ea374af7615b","block_type":"box","text":"burdensome administrative requirements.","page_number":102,"box":{"x":60,"y":172,"width":292,"height":13}},{"id":"e6e1a53c-8477-4200-a435-1c5389bd6bdf","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":102,"box":{"x":60,"y":199,"width":877,"height":12}},{"id":"27a7fbf5-28af-49e6-8c9f-5c3562398d5d","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":102,"box":{"x":60,"y":214,"width":868,"height":12}},{"id":"46fbd54c-e89f-44d2-9b09-b60892300c58","block_type":"box","text":"opportunity costs associated with share-blocking constraints) associated with exercising a vote are expected to outweigh the","page_number":102,"box":{"x":59,"y":229,"width":879,"height":12}},{"id":"239f6589-73d8-4735-b2cf-e3173e45f274","block_type":"box","text":"benefit the client would derive by voting on the proposal.","page_number":102,"box":{"x":60,"y":244,"width":397,"height":13}},{"id":"83b87e61-29ef-4331-b13e-1061ee207a68","block_type":"box","text":"Voting Choice","page_number":102,"box":{"x":75,"y":271,"width":101,"height":12}},{"id":"14756084-a328-417d-83bf-dac759462f4f","block_type":"box","text":"BlackRock offers Voting Choice, a program that provides eligible clients with more opportunities to participate in the proxy","page_number":102,"box":{"x":60,"y":297,"width":855,"height":13}},{"id":"31c67fd3-7398-4e1e-a6ba-9b4c772b6b58","block_type":"box","text":"voting process where legally and operationally viable.","page_number":102,"box":{"x":59,"y":312,"width":372,"height":13}},{"id":"375ef206-b25f-4273-a20e-29276cc366b5","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":102,"box":{"x":59,"y":339,"width":823,"height":12}},{"id":"f9f3de49-a66b-4021-9a90-1713ac2d13de","block_type":"box","text":"Canada that use systematic active equity (SAE) and multi-asset strategies. In addition, institutional clients in separately","page_number":102,"box":{"x":59,"y":354,"width":833,"height":12}},{"id":"c945287a-285e-45d6-9888-adeb570e51e6","block_type":"box","text":"managed accounts (SMAs) are eligible for BlackRock Voting Choice regardless of their investment strategies.","page_number":102,"box":{"x":60,"y":369,"width":760,"height":12}},{"id":"57a866c7-2a39-4887-bd98-a0bcf1e579df","block_type":"box","text":"(12)","page_number":102,"box":{"x":825,"y":367,"width":21,"height":8}},{"id":"4cfb3e2b-644b-4a87-81a5-1d2fd1d6595d","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":102,"box":{"x":59,"y":395,"width":880,"height":13}},{"id":"a01bff67-f88c-493c-b2ec-1ad588e94c3b","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":102,"box":{"x":59,"y":411,"width":834,"height":12}},{"id":"e9115714-8946-4553-96eb-de06809502ed","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":102,"box":{"x":59,"y":426,"width":863,"height":12}},{"id":"c5a33b6d-088e-432b-bdc4-5b441fdfcbd4","block_type":"box","text":"because of Voting Choice.","page_number":102,"box":{"x":60,"y":441,"width":180,"height":12}},{"id":"6c9aa236-d552-45ea-9983-bf0ca3475d96","block_type":"box","text":"(13)","page_number":102,"box":{"x":242,"y":439,"width":20,"height":8}},{"id":"72f5d13d-bef7-4d17-9023-1f7a94651ed1","block_type":"box","text":"Use and oversight of third-party vote services providers","page_number":102,"box":{"x":76,"y":467,"width":400,"height":13}},{"id":"e6c4590d-25f3-4213-b4f2-cf3b8793b3fb","block_type":"box","text":"Third-party vote services providers – or proxy research firms - provide research and recommendations on proxy votes, as well","page_number":102,"box":{"x":59,"y":494,"width":876,"height":12}},{"id":"96c4b58e-dec9-4420-b0cb-c98f08568cdd","block_type":"box","text":"as voting infrastructure. BlackRock contracts primarily with the vote services provider ISS and leverages its online platform to","page_number":102,"box":{"x":59,"y":509,"width":874,"height":12}},{"id":"f525ec09-ad9f-40ff-b7c2-a58e36ba5f4a","block_type":"box","text":"supply research and support voting, record keeping, and reporting processes. We also use Glass Lewis’ research and analysis","page_number":102,"box":{"x":59,"y":524,"width":872,"height":12}},{"id":"9d6a1243-3080-42c0-b222-ddfea0131760","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":102,"box":{"x":59,"y":539,"width":852,"height":12}},{"id":"c5bb12a8-a3a1-4bf5-80d2-2a08b2ce683b","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":102,"box":{"x":59,"y":554,"width":876,"height":13}},{"id":"f6f1eb4a-d232-4477-8f9d-f230525bb278","block_type":"box","text":"engagements and voting, investment colleagues’ insights and our Guidelines are important inputs into our voting decisions","page_number":102,"box":{"x":59,"y":569,"width":864,"height":13}},{"id":"df057a69-6479-4dac-a1dd-a0f096c54c5c","block_type":"box","text":"on behalf of clients.","page_number":102,"box":{"x":59,"y":584,"width":136,"height":10}},{"id":"ff30b248-04ea-4fde-a93c-53040e8aca6a","block_type":"box","text":"Given the large universe of actively held companies, BAIS employs the proxy services provider to streamline the voting","page_number":102,"box":{"x":59,"y":611,"width":824,"height":12}},{"id":"57b9a25f-769a-475e-9186-5209c4572edb","block_type":"box","text":"process by making voting recommendations based on BAIS’ Guidelines when the items on a shareholder meeting agenda are","page_number":102,"box":{"x":59,"y":626,"width":877,"height":12}},{"id":"4e4d8770-1bee-4700-a443-d944eceb1480","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":102,"box":{"x":60,"y":641,"width":868,"height":12}},{"id":"46113ba3-5277-4519-95db-381047cc5ae0","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":102,"box":{"x":60,"y":656,"width":852,"height":13}},{"id":"91d6c5c3-db25-42fd-8b42-1d849d976663","block_type":"box","text":"the vote deadline. Both BAIS and the vote services provider actively monitor securities filings, research reports, company","page_number":102,"box":{"x":59,"y":671,"width":841,"height":13}},{"id":"0dd1112c-8868-45dd-a360-bead4a68ca42","block_type":"box","text":"announcements, and direct communications from companies to ensure awareness of supplemental disclosures and proxy","page_number":102,"box":{"x":59,"y":686,"width":856,"height":13}},{"id":"11ebf7de-6b5d-4021-8f3e-3c614bb3a6ae","block_type":"box","text":"materials that may require a modification of votes.","page_number":102,"box":{"x":60,"y":702,"width":351,"height":12}},{"id":"0cd23f49-bc4b-42ff-be00-b8f3307b2e95","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":102,"box":{"x":60,"y":728,"width":850,"height":12}},{"id":"e97c0a64-f978-42ac-8f15-2bbc573e3f89","block_type":"box","text":"level expectations and have effective policies and procedures in place to manage potential conflicts of interest. Our oversight","page_number":102,"box":{"x":60,"y":743,"width":871,"height":12}},{"id":"ef596f87-af43-4630-961f-a80ef0192c3e","block_type":"box","text":"of service providers includes regular meetings with client service teams, systematic monitoring of vendor operations, as well","page_number":102,"box":{"x":59,"y":758,"width":869,"height":13}},{"id":"ece30cec-0d22-45eb-83fa-c66647472050","block_type":"box","text":"as annual due diligence meetings in accordance with BlackRock’s firmwide policies.","page_number":102,"box":{"x":59,"y":773,"width":585,"height":13}},{"id":"97f6fcb4-b308-48de-9c2d-ef95db39e380","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":102,"box":{"x":59,"y":863,"width":838,"height":10}},{"id":"8edaa566-35d2-4d67-a4fc-a65a2e6107fa","block_type":"box","text":"heir","page_number":102,"box":{"x":898,"y":863,"width":20,"height":8}},{"id":"0ad6fd03-73dc-4ea8-a1e2-f89e6b28eab8","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":102,"box":{"x":91,"y":876,"width":752,"height":10}},{"id":"f184b6af-03e6-4c95-99c8-f78f0168ffac","block_type":"box","text":"(13) BlackRock does not disclose client information, including a client’s selection of proxy policy, without client consent.","page_number":102,"box":{"x":59,"y":891,"width":677,"height":10}},{"id":"e452b4ba-ed15-4ab5-83f0-d16db6816165","block_type":"box","text":"A-16","page_number":102,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"30e85b0a-5922-40ae-a952-a1ff5b9c9d94","block_type":"box","text":"Conflicts management policies and procedures","page_number":103,"box":{"x":76,"y":67,"width":340,"height":12}},{"id":"773019c7-fbc1-42de-a582-3df367f15eb5","block_type":"box","text":"BlackRock maintains policies and procedures that seek to prevent undue influence on BAIS’ proxy voting activity. Such","page_number":103,"box":{"x":60,"y":93,"width":826,"height":12}},{"id":"2aa7e029-f945-4976-8b8c-e973e4d9754f","block_type":"box","text":"influence might stem from any relationship between the investee company (or any shareholder proponent or dissident","page_number":103,"box":{"x":60,"y":108,"width":829,"height":13}},{"id":"d336cdb4-68fb-4dd8-9850-64913bd25b18","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":103,"box":{"x":59,"y":123,"width":856,"height":13}},{"id":"dab4732c-ee32-4223-adeb-0704d110f13a","block_type":"box","text":"examples of sources of perceived or potential conflicts of interest:","page_number":103,"box":{"x":59,"y":138,"width":460,"height":13}},{"id":"c0ba44ff-73be-431e-bab4-cbc2a304af9e","block_type":"box","text":"• BlackRock clients who may be issuers of securities or proponents of shareholder resolutions","page_number":103,"box":{"x":92,"y":159,"width":676,"height":12}},{"id":"7eea5ffb-0d7a-47e6-8eeb-67a42bf52d97","block_type":"box","text":"• BlackRock business partners or third parties who may be issuers of securities or proponents of shareholder","page_number":103,"box":{"x":92,"y":179,"width":781,"height":12}},{"id":"8ce00408-7bff-4bf6-bc47-4b5444459178","block_type":"box","text":"resolutions","page_number":103,"box":{"x":125,"y":194,"width":76,"height":10}},{"id":"67cbdf31-a8ad-4432-9c3e-b67d6e8a3fc4","block_type":"box","text":"• BlackRock employees who may sit on the boards of public companies held in Funds managed by BlackRock","page_number":103,"box":{"x":92,"y":214,"width":785,"height":12}},{"id":"dae8fd2a-103c-4279-b157-b4a033a8191f","block_type":"box","text":"• Significant BlackRock, Inc. investors who may be issuers of securities held in Funds managed by BlackRock","page_number":103,"box":{"x":92,"y":234,"width":779,"height":13}},{"id":"65f537c5-358a-4671-877a-6a976e38f6a4","block_type":"box","text":"• Securities of BlackRock, Inc. or BlackRock investment funds held in Funds managed by BlackRock","page_number":103,"box":{"x":92,"y":254,"width":713,"height":13}},{"id":"6ed58ab7-6262-4ccc-a0a9-82c247bfe106","block_type":"box","text":"• BlackRock, Inc. board members who serve as senior executives or directors of public companies held in Funds","page_number":103,"box":{"x":92,"y":274,"width":801,"height":13}},{"id":"21c24e85-cd50-486e-ab71-ef600230d659","block_type":"box","text":"managed by BlackRock","page_number":103,"box":{"x":125,"y":290,"width":162,"height":12}},{"id":"7b5d0cde-c701-4a4f-8368-e0d3a5059f67","block_type":"box","text":"BlackRock has taken certain steps to mitigate perceived or potential conflicts including, but not limited to, the following:","page_number":103,"box":{"x":60,"y":316,"width":839,"height":12}},{"id":"c26ff7bf-9278-4122-b89a-c79f54e26475","block_type":"box","text":"• Adopted these Guidelines which are designed to advance our clients’ long-term financial interests in the companies","page_number":103,"box":{"x":92,"y":336,"width":842,"height":13}},{"id":"78e2a077-413a-4818-a09c-822e6bc97890","block_type":"box","text":"in which BlackRock invests on their behalf","page_number":103,"box":{"x":125,"y":351,"width":294,"height":10}},{"id":"18b0e264-f089-4007-bbba-19fff9b3e9bc","block_type":"box","text":"• Established a reporting structure that separates BAIS from employees with sales, vendor management, or business","page_number":103,"box":{"x":92,"y":371,"width":834,"height":13}},{"id":"5e55b4c0-c438-4a67-9a87-e3ad064fb899","block_type":"box","text":"partnership roles. In addition, BlackRock seeks to ensure that all engagements with corporate issuers, dissident","page_number":103,"box":{"x":124,"y":387,"width":778,"height":12}},{"id":"724c9900-4052-4e91-a99e-81a2983b4762","block_type":"box","text":"shareholders or shareholder proponents are managed consistently and without regard to BlackRock’s relationship","page_number":103,"box":{"x":124,"y":402,"width":798,"height":12}},{"id":"ad34f306-a348-4150-9106-f020be1e2522","block_type":"box","text":"with such parties. Clients or business partners are not given preferential treatment or differentiated access. BAIS","page_number":103,"box":{"x":124,"y":417,"width":783,"height":12}},{"id":"42801ed4-47cb-4164-832b-06fea1e5f771","block_type":"box","text":"prioritizes engagements based on factors including, but not limited to, our need for additional information to make","page_number":103,"box":{"x":124,"y":432,"width":804,"height":12}},{"id":"1431a937-1120-4d20-a3aa-835ef4af00f2","block_type":"box","text":"a more informed voting decision or to better understand a company’s perspectives on financially material risks and","page_number":103,"box":{"x":124,"y":447,"width":805,"height":12}},{"id":"2ff53539-b6c8-4c41-ad20-5378d857ad6e","block_type":"box","text":"opportunities. Within the normal course of business, BAIS may engage directly with BlackRock clients, business","page_number":103,"box":{"x":124,"y":462,"width":780,"height":13}},{"id":"2306e9ff-d467-437d-b6cd-a92f9fede9c8","block_type":"box","text":"partners and/or third parties, and/or with employees with sales, vendor management, or business partnership","page_number":103,"box":{"x":124,"y":477,"width":773,"height":13}},{"id":"a3b52137-3789-4ac7-b3c3-8256cbfe9d8b","block_type":"box","text":"roles, in discussions regarding our approach to stewardship, general corporate governance matters, client reporting","page_number":103,"box":{"x":125,"y":492,"width":807,"height":13}},{"id":"bb06393d-09a3-440b-bb52-d064d3455452","block_type":"box","text":"needs, and/or to otherwise ensure that proxy-related client service levels are met","page_number":103,"box":{"x":125,"y":508,"width":567,"height":12}},{"id":"57727788-d099-4737-b289-2f01de36cb25","block_type":"box","text":"• Determined to engage, in certain instances, an independent third-party voting service provider to make proxy voting","page_number":103,"box":{"x":92,"y":528,"width":846,"height":12}},{"id":"24ac50e6-5eb5-40da-8a61-a861e7460f90","block_type":"box","text":"recommendations as a further safeguard to avoid perceived or potential conflicts of interest, to satisfy regulatory","page_number":103,"box":{"x":125,"y":543,"width":789,"height":12}},{"id":"58938efa-f805-464f-9d83-fdf97e6a4550","block_type":"box","text":"requirements, or as may be otherwise required by applicable law. In such circumstances, the independent third","page_number":103,"box":{"x":125,"y":558,"width":779,"height":12}},{"id":"2ea480cf-df82-4d58-b2a9-3861530c46ce","block_type":"box","text":"party voting service provider provides BlackRock with recommendations, in accordance with the Guidelines, as to","page_number":103,"box":{"x":124,"y":573,"width":794,"height":12}},{"id":"45e059a0-e3d0-4b38-9d56-157e51a916c8","block_type":"box","text":"how to vote such proxies. BlackRock uses an independent third-party voting service provider to make proxy voting","page_number":103,"box":{"x":125,"y":588,"width":798,"height":13}},{"id":"95996219-121f-4e18-a541-b33bc8ea5350","block_type":"box","text":"recommendations for shares of BlackRock, Inc. and companies affiliated with BlackRock, Inc. BlackRock may also","page_number":103,"box":{"x":125,"y":603,"width":790,"height":13}},{"id":"7eeba2df-d736-4ece-b885-4101502b7d02","block_type":"box","text":"use an independent third-party voting service provider to make proxy voting recommendations for certain perceived","page_number":103,"box":{"x":125,"y":618,"width":813,"height":13}},{"id":"870db765-ce65-4ccc-b501-a4d8a8b0b035","block_type":"box","text":"or potential conflicts of interest, including:","page_number":103,"box":{"x":124,"y":634,"width":296,"height":12}},{"id":"614007bb-22eb-4343-95cc-3d11d57b5e4e","block_type":"box","text":"• public companies that include BlackRock employees on their boards of directors","page_number":103,"box":{"x":157,"y":654,"width":593,"height":12}},{"id":"27f6d015-ed3f-4774-8cce-c2bcab0af132","block_type":"box","text":"• public companies of which a BlackRock, Inc. board member serves as a senior executive or a member of","page_number":103,"box":{"x":157,"y":674,"width":762,"height":12}},{"id":"734f8159-7315-45dd-8bdb-7bc263f012c9","block_type":"box","text":"the board of directors","page_number":103,"box":{"x":189,"y":689,"width":151,"height":10}},{"id":"bca223fa-9870-4dbb-875e-b372c4f5ff13","block_type":"box","text":"• public companies that are the subject of certain transactions involving BlackRock Funds","page_number":103,"box":{"x":157,"y":709,"width":647,"height":12}},{"id":"71701004-cb32-4c34-b5ff-9093ccaef2f3","block_type":"box","text":"• public companies that are joint venture partners with BlackRock, and","page_number":103,"box":{"x":157,"y":729,"width":514,"height":13}},{"id":"9512243a-c8b2-460c-8c43-c79e745a2f87","block_type":"box","text":"• public companies when legal or regulatory requirements compel BlackRock to use an independent third","page_number":103,"box":{"x":157,"y":749,"width":765,"height":13}},{"id":"64f11115-1ced-4b3c-9109-182bfacd818f","block_type":"box","text":"party voting service provider","page_number":103,"box":{"x":190,"y":765,"width":198,"height":12}},{"id":"e492eb3e-63f6-4d07-bae1-bafd76aad9c9","block_type":"box","text":"In selecting an independent third-party voting service provider, we assess several characteristics, including but not limited to:","page_number":103,"box":{"x":60,"y":791,"width":873,"height":12}},{"id":"e6631af5-4ffd-46d5-8feb-2bb8f4150d6b","block_type":"box","text":"independence, an ability to analyze proxy issues and make recommendations in the economic interest of our clients in","page_number":103,"box":{"x":60,"y":806,"width":826,"height":12}},{"id":"97abd489-8322-4288-ae82-4577da542574","block_type":"box","text":"accordance with the Guidelines, reputation for reliability and integrity, and operational capacity to accurately deliver the","page_number":103,"box":{"x":59,"y":821,"width":837,"height":13}},{"id":"b7c15cfd-1b5a-4291-8f05-2f315e6af611","block_type":"box","text":"assigned recommendations in a timely manner. We may engage more than one independent third-party voting service","page_number":103,"box":{"x":59,"y":836,"width":829,"height":13}},{"id":"1f6e6592-cb30-4913-8f9a-914d86d2e675","block_type":"box","text":"provider, in part to mitigate potential or perceived conflicts of interest at a single voting service provider.","page_number":103,"box":{"x":59,"y":851,"width":725,"height":13}},{"id":"4e3aab9a-7fd3-4475-9f88-62a0ad4ced39","block_type":"box","text":"A-17","page_number":103,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"9a209188-3726-463e-8b0f-0b79240b8fb6","block_type":"box","text":"Securities lending","page_number":104,"box":{"x":75,"y":67,"width":128,"height":12}},{"id":"e67e002a-40eb-4ae0-9603-deaf09c17b93","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":104,"box":{"x":60,"y":93,"width":824,"height":12}},{"id":"6fa8b8b4-942e-40ba-ae65-7f960d77da19","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":104,"box":{"x":59,"y":108,"width":861,"height":13}},{"id":"7d68f735-e0e3-4d38-adaf-97fc1326ebf0","block_type":"box","text":"allow fund providers to offset fund expenses.","page_number":104,"box":{"x":59,"y":123,"width":314,"height":13}},{"id":"ed40dc87-04a6-447a-a5b2-997223bf05da","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":104,"box":{"x":59,"y":150,"width":866,"height":12}},{"id":"ef880b73-62fd-4f7b-aa60-e1c43e39acf0","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":104,"box":{"x":59,"y":165,"width":865,"height":12}},{"id":"966cdd58-4910-40d5-8cfd-9d123ea16d8b","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":104,"box":{"x":60,"y":180,"width":853,"height":12}},{"id":"1e9db882-a7b5-4c2e-833f-a9c1ca36e4a7","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":104,"box":{"x":59,"y":195,"width":837,"height":12}},{"id":"43408df4-e975-4819-9a58-2bce84126f87","block_type":"box","text":"factors that include, but are not limited to, assessing potential securities lending revenue alongside the potential long-term","page_number":104,"box":{"x":59,"y":210,"width":859,"height":13}},{"id":"246bab0c-7ecf-4063-baf5-9527e2deda0b","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":104,"box":{"x":59,"y":225,"width":849,"height":13}},{"id":"4820332e-3a97-4e63-9d36-ece11848808c","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":104,"box":{"x":60,"y":240,"width":850,"height":13}},{"id":"d321bc9f-2ae6-4dbb-9d64-de81785d9f31","block_type":"box","text":"benefits to clients of recalling shares on loan.","page_number":104,"box":{"x":60,"y":256,"width":313,"height":12}},{"id":"49cbc47f-532b-4be5-a760-6cdee71bc78a","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":104,"box":{"x":60,"y":282,"width":851,"height":12}},{"id":"c2321983-463e-4853-b5cd-e95c40e8b381","block_type":"box","text":"not warrant recalling securities on loan. However, in certain instances, BlackRock may determine, in our independent","page_number":104,"box":{"x":60,"y":297,"width":816,"height":13}},{"id":"bba7e6d7-5baa-4145-9374-4aa5495e54f1","block_type":"box","text":"business judgment as a fiduciary, that the value of voting outweighs the securities lending revenue loss to clients and would","page_number":104,"box":{"x":60,"y":312,"width":866,"height":13}},{"id":"4803d73d-cc2f-4beb-8252-8f2cbeaf4cf2","block_type":"box","text":"therefore recall shares to be voted in those instances.","page_number":104,"box":{"x":59,"y":327,"width":371,"height":10}},{"id":"edffeb44-5aa5-4232-ab36-83962cd03a20","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":104,"box":{"x":60,"y":354,"width":840,"height":12}},{"id":"d5d9ef25-6df6-45e1-82c7-203ce2f1f76b","block_type":"box","text":"modify it as necessary.","page_number":104,"box":{"x":60,"y":369,"width":156,"height":12}},{"id":"3395c7b8-54ed-41ca-a586-f8c048a508ea","block_type":"box","text":"Reporting and vote transparency","page_number":104,"box":{"x":76,"y":395,"width":236,"height":13}},{"id":"e7b13bd1-90c2-47df-a723-cf677f547d1f","block_type":"box","text":"BAIS is committed to transparency in the stewardship work we do on behalf of clients. We inform clients about our","page_number":104,"box":{"x":60,"y":422,"width":803,"height":12}},{"id":"87238c7a-b5c9-4dbe-a78a-cc1aa65d07dc","block_type":"box","text":"engagement and voting policies and activities through direct communication and disclosure on our website.","page_number":104,"box":{"x":59,"y":437,"width":758,"height":12}},{"id":"641c6725-0768-4f49-85d2-3f0a2e6f95eb","block_type":"box","text":"Want to know more?","page_number":104,"box":{"x":59,"y":463,"width":149,"height":10}},{"id":"cabbe606-3199-408b-9090-16e1dac62520","block_type":"box","text":"blackrock.com/stewardship | ContactActiveStewardship@blackrock.com","page_number":104,"box":{"x":60,"y":490,"width":511,"height":13}},{"id":"f6aa72c8-f88a-46de-9ee4-c5f0d487be47","block_type":"box","text":"The document is provided for information purposes only and is subject to change. 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BlackRock offers a range of proxy voting","page_number":107,"box":{"x":59,"y":500,"width":842,"height":12}},{"id":"4f242ebe-246a-4260-ba53-795161531a70","block_type":"box","text":"policies to reflect clients’ individual investment choices and goals.","page_number":107,"box":{"x":59,"y":515,"width":459,"height":12}},{"id":"94121a1e-52b0-4e68-ad64-4150c60afed4","block_type":"box","text":"BlackRock Investment Stewardship (BIS) is responsible for stewardship activities in relation to clients’ assets invested in index","page_number":107,"box":{"x":60,"y":542,"width":876,"height":12}},{"id":"479dce10-5248-46d4-bf49-909fca597e28","block_type":"box","text":"equity strategies. BIS takes a long-term approach in our stewardship efforts, reflecting the investment horizons of the","page_number":107,"box":{"x":59,"y":557,"width":819,"height":12}},{"id":"5d274739-c076-4ccc-bfda-c7f078c665d4","block_type":"box","text":"majority of our clients. BIS does this through:","page_number":107,"box":{"x":60,"y":572,"width":314,"height":12}},{"id":"6d1f2ff8-8c90-460a-9ad3-71d9056af618","block_type":"box","text":"1. 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Voting at shareholder meetings","page_number":107,"box":{"x":59,"y":642,"width":266,"height":13}},{"id":"6f0738fa-d5b5-438c-8bd3-96380780aaaa","block_type":"box","text":"on management and shareholder proposals for clients who have authorized BIS to","page_number":107,"box":{"x":330,"y":642,"width":574,"height":13}},{"id":"1a54e96e-03ce-4512-bd3e-d1622c4da6a3","block_type":"box","text":"vote on their behalf.","page_number":107,"box":{"x":98,"y":657,"width":139,"height":10}},{"id":"80824506-2d9d-4046-80bb-55e9637fa398","block_type":"box","text":"3. 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Reporting on our activities to inform clients","page_number":107,"box":{"x":59,"y":713,"width":353,"height":12}},{"id":"491e9f9f-e07c-498a-a69b-e80a46b812c0","block_type":"box","text":"about our stewardship efforts on their behalf through a range of","page_number":107,"box":{"x":417,"y":713,"width":450,"height":12}},{"id":"4b5124e9-3501-43af-8d3f-bfe05146c397","block_type":"box","text":"publications on our website and direct client communications.","page_number":107,"box":{"x":98,"y":728,"width":437,"height":12}},{"id":"f1c126b0-f815-4e10-b72d-2fc12b2b5298","block_type":"box","text":"This document provides an overarching explanation of the principles that guide our approach to engaging and voting on","page_number":107,"box":{"x":59,"y":754,"width":844,"height":13}},{"id":"b2826342-a86e-4d0a-8016-0d36c3369561","block_type":"box","text":"corporate governance matters and other material risks and opportunities under BIS’ Benchmark Policies. 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We comply fully with these requirements and do not engage with portfo","page_number":107,"box":{"x":91,"y":879,"width":847,"height":9}},{"id":"77b082bf-2aaf-4d6c-b4c4-e029214cde71","block_type":"box","text":"lio companies for the purpose, or with the effect, of changing or influencing control of any company.","page_number":107,"box":{"x":92,"y":891,"width":561,"height":10}},{"id":"583e7551-5284-44af-962f-c698f051f94e","block_type":"box","text":"A-21","page_number":107,"box":{"x":482,"y":916,"width":31,"height":9}},{"id":"2afab2e0-6b9d-4d83-a553-b14ec1f5bb88","block_type":"box","text":"clients’ assets invested through index equity strategies, take a financial materiality-based approach, and are focused solely on","page_number":108,"box":{"x":59,"y":67,"width":877,"height":12}},{"id":"aefa3711-000d-44b4-92e0-048795d9549b","block_type":"box","text":"advancing clients’ long-term financial interests.","page_number":108,"box":{"x":59,"y":82,"width":331,"height":12}},{"id":"5272d847-64fc-4324-9c5c-c79b46fe81ec","block_type":"box","text":"(2)","page_number":108,"box":{"x":392,"y":80,"width":14,"height":8}},{"id":"b0130f00-fbf0-44b8-bc3c-2b2b4384279e","block_type":"box","text":"Philosophy on investment stewardship","page_number":108,"box":{"x":60,"y":108,"width":277,"height":13}},{"id":"3e476a19-9241-45c1-96f9-0f27a38d896e","block_type":"box","text":"Sound governance is critical to a company’s ability to create long-term financial value. 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Through stewardship, we assess how companies are creating long-term financial value to serve our clients, many","page_number":108,"box":{"x":59,"y":335,"width":873,"height":12}},{"id":"ed9651a7-8f23-4ff6-ba75-a48d81c6834a","block_type":"box","text":"of whom are saving for long-term goals, such as retirement. Our stewardship program - including when engaging with","page_number":108,"box":{"x":59,"y":350,"width":832,"height":12}},{"id":"06cdab6d-5129-4596-83d8-a27d46a45917","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":108,"box":{"x":59,"y":365,"width":872,"height":13}},{"id":"974137c8-4abd-47d5-b6aa-ee30a91afe02","block_type":"box","text":"takes a financial materiality-based approach, focused solely on advancing clients’ long-term financial interests.","page_number":108,"box":{"x":59,"y":380,"width":775,"height":13}},{"id":"50a5bb81-dd1a-4432-8b20-053180525666","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":108,"box":{"x":60,"y":407,"width":867,"height":12}},{"id":"f39a74b9-69a0-436d-998e-bebf158e1215","block_type":"box","text":"company’s business model, including how they are overseeing material business risks and opportunities over time, and to","page_number":108,"box":{"x":59,"y":422,"width":852,"height":12}},{"id":"6e28f3aa-e28f-4d13-b7f8-4e37ae95412d","block_type":"box","text":"help inform our voting on behalf of clients. Engagements provide companies with the opportunity to share their perspectives","page_number":108,"box":{"x":60,"y":437,"width":873,"height":12}},{"id":"5343b0e8-804d-4646-a1d3-51976e306de4","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":108,"box":{"x":59,"y":452,"width":877,"height":12}},{"id":"9c8b549c-5c51-4cbc-ba2f-17db829dfdc2","block_type":"box","text":"goals.","page_number":108,"box":{"x":59,"y":467,"width":40,"height":13}},{"id":"1b361dfd-513f-4076-9eb5-4b75c8c04d86","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":108,"box":{"x":59,"y":494,"width":865,"height":12}},{"id":"42330ab5-3abd-4cb1-b3c1-5c9b2a22d970","block_type":"box","text":"fiduciary, BlackRock is legally required to make proxy voting determinations in a manner that is consistent with the","page_number":108,"box":{"x":59,"y":509,"width":802,"height":12}},{"id":"f36d13ad-3a6a-4301-94ef-f4786bbda35f","block_type":"box","text":"investment objectives of clients who have delegated voting authority to us. BIS’ Benchmark Policies, and the vote decisions","page_number":108,"box":{"x":60,"y":524,"width":858,"height":12}},{"id":"3f3c87ff-5f13-4574-bd14-64d85bfa969e","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":108,"box":{"x":60,"y":539,"width":861,"height":12}},{"id":"c5d6cc5c-aa4b-42e1-834b-877f7f4846d4","block_type":"box","text":"interests of clients. Our vote decisions are often informed by several factors, including in-depth analysis of company","page_number":108,"box":{"x":60,"y":554,"width":810,"height":13}},{"id":"741ce553-5d1f-46c2-b7d1-662398274ad8","block_type":"box","text":"disclosures, comparisons against industry peers, third-party research, and, where appropriate, engagement with companies.","page_number":108,"box":{"x":59,"y":569,"width":871,"height":13}},{"id":"544275c6-4804-44c1-8c17-b1e9705ccb73","block_type":"box","text":"Generally, BIS supports the vote recommendations of the board of directors and management at companies which have","page_number":108,"box":{"x":59,"y":596,"width":839,"height":12}},{"id":"b97eea27-173a-419f-b547-7334377620f4","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":108,"box":{"x":59,"y":611,"width":859,"height":12}},{"id":"cafa08d8-9e8d-4258-a690-2bb02e0e4667","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":108,"box":{"x":60,"y":626,"width":865,"height":12}},{"id":"5bdf53cb-1ae4-4f50-8f55-a1b776bacb14","block_type":"box","text":"directors or other management proposals, or we might not support management’s voting recommendation on a shareholder","page_number":108,"box":{"x":59,"y":641,"width":878,"height":12}},{"id":"1540ce50-0fc2-425a-bc45-2f2b365092e4","block_type":"box","text":"proposal.","page_number":108,"box":{"x":59,"y":656,"width":64,"height":13}},{"id":"54e6b2be-99a3-48c0-ad8c-87867988106b","block_type":"box","text":"Shareholder rights","page_number":108,"box":{"x":59,"y":683,"width":133,"height":12}},{"id":"ff6d6c58-c89e-4395-9172-f39e1f528642","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":108,"box":{"x":60,"y":709,"width":794,"height":12}},{"id":"b3e629cb-8b20-46de-8e75-686b85285f21","block_type":"box","text":"shareholding in most markets, as established by corporate laws, regulations, and listing rules.","page_number":108,"box":{"x":59,"y":724,"width":653,"height":13}},{"id":"6c2a9a4c-109a-44c1-a586-fae5a987f92a","block_type":"box","text":"(3)","page_number":108,"box":{"x":713,"y":722,"width":14,"height":8}},{"id":"a0fd7175-e25f-429b-8793-fa3111b2d3b2","block_type":"box","text":"For example, in most","page_number":108,"box":{"x":734,"y":724,"width":145,"height":13}},{"id":"2a3ebbbb-8c01-4660-a14d-3c21b5672247","block_type":"box","text":"markets, shareholders have the right to:","page_number":108,"box":{"x":60,"y":739,"width":276,"height":13}},{"id":"984001e2-09a9-4e3e-8f58-450d202b1b73","block_type":"box","text":"• Vote to elect, remove, and nominate directors, approve the appointment of the auditor, and amend the corporate charter","page_number":108,"box":{"x":59,"y":760,"width":878,"height":12}},{"id":"5f85455d-82e4-4761-b8d3-033b55ca18e7","block_type":"box","text":"or bylaws.","page_number":108,"box":{"x":92,"y":775,"width":69,"height":12}},{"id":"b91bc1f5-5f7a-4cba-b2df-4b930bda9473","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":108,"box":{"x":59,"y":795,"width":873,"height":12}},{"id":"f6c1dbf4-6c60-4104-b3f8-5bbd19ce0a1a","block_type":"box","text":"to the purpose of the business, dilution levels, and pre-emptive rights.","page_number":108,"box":{"x":91,"y":810,"width":489,"height":12}},{"id":"3e3aeb61-1216-46c4-a50a-cf3a6bf9d285","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":108,"box":{"x":59,"y":838,"width":848,"height":10}},{"id":"7a0799af-b3f3-4eac-ba4c-d07a27dd1d3f","block_type":"box","text":"st","page_number":108,"box":{"x":908,"y":839,"width":10,"height":7}},{"id":"0dd3ce2c-5ab9-45fe-8329-42bc8349db48","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":108,"box":{"x":91,"y":851,"width":674,"height":10}},{"id":"43d8f457-31a4-4a07-909e-a77f75cfe91a","block_type":"box","text":"(3) Examples include: Government of Canada, “Canada Business Corporations Act,” amended 2024; European Union, “Shareholder Rights Directive II,”","page_number":108,"box":{"x":59,"y":866,"width":855,"height":10}},{"id":"c31a39c8-83f2-4e2e-a136-f17545353e49","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":108,"box":{"x":92,"y":879,"width":827,"height":9}},{"id":"78b417b9-ab2f-4890-b7d2-01d180de4802","block_type":"box","text":"December 2025.","page_number":108,"box":{"x":92,"y":891,"width":91,"height":8}},{"id":"87585ab1-3fcf-4403-819d-8b50bcf0c4f3","block_type":"box","text":"A-22","page_number":108,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"6e55c9b7-09af-4a44-91b5-2c3532d21527","block_type":"box","text":"• Access sufficient and timely information on governance, strategic, and business matters — where such matters are","page_number":109,"box":{"x":59,"y":67,"width":839,"height":12}},{"id":"d766d099-74fb-435c-96d5-0163cc57a1ed","block_type":"box","text":"material — to make informed decisions.","page_number":109,"box":{"x":92,"y":82,"width":279,"height":9}},{"id":"fcb32f40-ab61-4d2d-a2e9-7e2494fa55f8","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":109,"box":{"x":59,"y":108,"width":843,"height":13}},{"id":"fbe1c3ad-5a56-47f1-a120-4cb90c698608","block_type":"box","text":"should be proportionate to economic ownership—the principle of “one share, one vote” helps to achieve this balance.","page_number":109,"box":{"x":59,"y":123,"width":824,"height":13}},{"id":"00206d42-2556-41f6-add5-17f017cc4f9d","block_type":"box","text":"Key governance topics","page_number":109,"box":{"x":60,"y":150,"width":161,"height":12}},{"id":"c084e56c-af4c-4852-8cb9-4f7166b8c818","block_type":"box","text":"In our experience, there are certain globally applicable elements of corporate governance that contribute to a company’s","page_number":109,"box":{"x":60,"y":176,"width":842,"height":13}},{"id":"fef01d17-2517-44d6-874c-4cbe0d2c8f64","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":109,"box":{"x":59,"y":191,"width":873,"height":13}},{"id":"1f012883-9250-444d-83f8-d59b7cb99465","block_type":"box","text":"at shareholder meetings. These areas include:","page_number":109,"box":{"x":59,"y":206,"width":320,"height":13}},{"id":"05028879-bdd7-4b71-9747-004c1ccdf2a8","block_type":"box","text":"• Boards and directors","page_number":109,"box":{"x":59,"y":227,"width":176,"height":9}},{"id":"0af219fc-cf5a-44a0-87b8-2633ebea32b7","block_type":"box","text":"• Auditors and audit-related issues","page_number":109,"box":{"x":59,"y":247,"width":264,"height":9}},{"id":"950b2f0b-a2dd-4d20-8acd-23f319b4ba22","block_type":"box","text":"• Capital structure, mergers, acquisitions, asset sales, and other special situations","page_number":109,"box":{"x":59,"y":267,"width":590,"height":12}},{"id":"5fc7c198-1120-4400-a660-134fba31014f","block_type":"box","text":"• Executive compensation","page_number":109,"box":{"x":59,"y":288,"width":202,"height":11}},{"id":"b72e02e5-9d0f-4526-83d0-b80f6f375303","block_type":"box","text":"• Shareholder protections and other significant corporate governance matters","page_number":109,"box":{"x":59,"y":307,"width":567,"height":13}},{"id":"e73113f4-99bc-4b7b-8ab4-5661e53d76b8","block_type":"box","text":"• Shareholder proposals","page_number":109,"box":{"x":59,"y":327,"width":189,"height":13}},{"id":"0ea80804-1076-4c62-9dea-17be66e75cfb","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":109,"box":{"x":59,"y":354,"width":832,"height":12}},{"id":"a5398fec-9ae9-4749-b8f4-142e699d682c","block_type":"box","text":"number of company-specific factors, including the sector, market, and business environment within which companies","page_number":109,"box":{"x":60,"y":369,"width":826,"height":12}},{"id":"41d935bf-a4dc-47fe-9d63-ce3f17a4092e","block_type":"box","text":"operate.","page_number":109,"box":{"x":59,"y":385,"width":56,"height":11}},{"id":"c6937e53-f32b-4729-b52a-4481ae586c80","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":109,"box":{"x":59,"y":411,"width":840,"height":12}},{"id":"33f0ec76-e02c-4131-bef0-2d3b78d22511","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":109,"box":{"x":59,"y":426,"width":848,"height":12}},{"id":"96a26b25-f722-4e3f-bc6c-aa3524c70598","block_type":"box","text":"long-term financial value creation. Our regional voting guidelines explain how the BIS Global Principles inform our voting","page_number":109,"box":{"x":60,"y":441,"width":843,"height":12}},{"id":"8119151a-7832-4f2d-9407-fbddf87efc09","block_type":"box","text":"decisions in relation to common ballot items for shareholder meetings in those markets.","page_number":109,"box":{"x":59,"y":456,"width":616,"height":12}},{"id":"1fdc7eac-f551-456a-bbbc-646c1faef93a","block_type":"box","text":"(4)","page_number":109,"box":{"x":677,"y":454,"width":14,"height":8}},{"id":"b070ef95-fa7d-4cf0-afca-fcf27c66a170","block_type":"box","text":"Boards and directors","page_number":109,"box":{"x":322,"y":482,"width":355,"height":23}},{"id":"b348f81d-d8b3-49e9-8126-cbaf6ea63c43","block_type":"box","text":"Oversight role of the board","page_number":109,"box":{"x":59,"y":525,"width":194,"height":13}},{"id":"2876dd73-f13d-4946-843b-da4150a8b272","block_type":"box","text":"Companies whose boards are comprised of appropriately qualified, engaged directors with professional characteristics","page_number":109,"box":{"x":59,"y":552,"width":830,"height":12}},{"id":"d34f3d53-a79b-4565-b99b-1048744df617","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":109,"box":{"x":60,"y":567,"width":830,"height":12}},{"id":"e0b1b0ea-a3c3-4232-bdef-c7c4cc785602","block_type":"box","text":"shareholders in board discussions. In our view, a strong board gives a company a competitive advantage, providing valuable","page_number":109,"box":{"x":59,"y":582,"width":866,"height":12}},{"id":"4f37a1e5-6b2f-48cf-9c5c-cba0b4f18aff","block_type":"box","text":"oversight and contributing to the most important management decisions that support long-term financial performance.","page_number":109,"box":{"x":59,"y":597,"width":842,"height":12}},{"id":"e28ac518-4dfc-4435-b432-f1760a6d90cc","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":109,"box":{"x":60,"y":623,"width":823,"height":13}},{"id":"5489abca-269b-47f1-8583-640d6b454f15","block_type":"box","text":"necessary, with members of the board’s nominating and/or governance committee to assess whether governance practices","page_number":109,"box":{"x":60,"y":639,"width":867,"height":12}},{"id":"dfb18d4e-b538-4077-9efe-8561f2f5dd03","block_type":"box","text":"and board composition are effective given a company’s business model, sector, market, and the business environment in","page_number":109,"box":{"x":59,"y":654,"width":843,"height":12}},{"id":"5d7acd03-ba24-4a11-ae11-d549f7190218","block_type":"box","text":"which a company is operating.","page_number":109,"box":{"x":59,"y":669,"width":213,"height":12}},{"id":"57bf24b0-6aeb-4974-96aa-1b46cd5f2f1e","block_type":"box","text":"We consider it good practice when the board establishes and maintains a framework of robust and effective governance","page_number":109,"box":{"x":59,"y":695,"width":840,"height":13}},{"id":"fe0df10b-26d4-4c90-ab6c-b9b8ba8223fc","block_type":"box","text":"mechanisms that supports its oversight of the company’s strategy and operations, consistent with the long-term financial","page_number":109,"box":{"x":60,"y":710,"width":852,"height":13}},{"id":"fb85c6fe-ccdc-401d-a267-47200a8999ca","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":109,"box":{"x":60,"y":726,"width":853,"height":12}},{"id":"5aa179db-e49c-42a2-8b3f-5413e7f1e3ec","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":109,"box":{"x":60,"y":741,"width":841,"height":12}},{"id":"52ca6abf-ae0c-4156-a747-a65dad5174e6","block_type":"box","text":"long-term strategy and how management is effectively identifying, managing, and mitigating such risks.","page_number":109,"box":{"x":60,"y":756,"width":729,"height":12}},{"id":"644066b9-7bde-4a53-9935-49a13c4583ba","block_type":"box","text":"Understanding management’s long-term strategy and the milestones against which investors should assess its","page_number":109,"box":{"x":60,"y":782,"width":777,"height":13}},{"id":"2de3ae97-77fc-48a6-bfc2-1c8d23a8cab8","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":109,"box":{"x":60,"y":797,"width":853,"height":13}},{"id":"03ddab38-4b51-4242-8f2e-175885d052db","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":109,"box":{"x":60,"y":812,"width":838,"height":13}},{"id":"90c4a16e-ebc5-4904-ad61-93b5ea4ec404","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":109,"box":{"x":59,"y":853,"width":836,"height":10}},{"id":"2c817ba3-76e5-4eda-af8d-2b3be55ce15e","block_type":"box","text":"rmed","page_number":109,"box":{"x":897,"y":853,"width":28,"height":8}},{"id":"d90289dd-2254-46b2-b815-69ca192c91dd","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":109,"box":{"x":92,"y":866,"width":804,"height":10}},{"id":"fcd575b6-69c8-41d9-83a3-d33ce02c7322","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":109,"box":{"x":92,"y":879,"width":822,"height":9}},{"id":"d8055ced-e0e7-4ec5-9e05-b69179e2c457","block_type":"box","text":"voting guidelines.","page_number":109,"box":{"x":91,"y":891,"width":98,"height":10}},{"id":"e3640b92-a416-4149-bda5-19723ffe1547","block_type":"box","text":"A-23","page_number":109,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"b82d29bb-b872-4f73-91aa-8421c72cabee","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":110,"box":{"x":60,"y":67,"width":842,"height":12}},{"id":"5f27f734-0eea-4f81-a4d9-dee2056cf604","block_type":"box","text":"management of business risks and opportunities and the fulfillment of the company’s strategy.","page_number":110,"box":{"x":60,"y":82,"width":663,"height":12}},{"id":"08d36cac-669e-483d-8a1a-cf41995fd52c","block_type":"box","text":"Where a company has not adequately disclosed or demonstrated that its board has fulfilled these corporate governance and","page_number":110,"box":{"x":59,"y":108,"width":870,"height":13}},{"id":"51244d11-283f-4fd1-85b9-402aa12e7533","block_type":"box","text":"risk oversight responsibilities, we may consider not supporting the election of directors who, in our assessment, have","page_number":110,"box":{"x":60,"y":123,"width":817,"height":13}},{"id":"5220688a-e43b-416a-ae85-dd7eae27dde5","block_type":"box","text":"particular responsibility for the issues.","page_number":110,"box":{"x":59,"y":138,"width":264,"height":13}},{"id":"d16e6181-b1de-435a-96c8-f148106a7252","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":110,"box":{"x":59,"y":165,"width":853,"height":12}},{"id":"54a52c90-6ad0-47cf-b6f6-e0e9c2f7c7ab","block_type":"box","text":"effectiveness as a group include the relevance of individual directors’ qualifications and skillsets, as well as directors’ capacity","page_number":110,"box":{"x":59,"y":180,"width":875,"height":12}},{"id":"3412b33e-55dc-4167-b8a8-3fa8f09f35f5","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":110,"box":{"x":59,"y":195,"width":848,"height":12}},{"id":"45407394-bed9-4195-a21e-ef59dcc8155e","block_type":"box","text":"boards to establish formal and transparent processes for nominating directors that reflect the company’s long-term strategy","page_number":110,"box":{"x":60,"y":210,"width":870,"height":13}},{"id":"4760222c-e7cf-4635-a595-4e5c118eeecd","block_type":"box","text":"and business model.","page_number":110,"box":{"x":59,"y":225,"width":143,"height":10}},{"id":"c5c395e9-e121-48ef-ba0a-3ddd0a428f6f","block_type":"box","text":"In the section titled “Board quality and effectiveness” below, we provide more detail about our approach to board","page_number":110,"box":{"x":60,"y":252,"width":789,"height":12}},{"id":"704f70d3-25bb-47a8-86ce-3a345de828b9","block_type":"box","text":"composition and how it underpins board effectiveness and long-term financial value creation.","page_number":110,"box":{"x":59,"y":267,"width":655,"height":12}},{"id":"3e1f453c-d4c1-4300-b12a-b5a6f7f1bcd8","block_type":"box","text":"Regular accountability through director elections","page_number":110,"box":{"x":60,"y":293,"width":354,"height":13}},{"id":"cb31a8a9-be18-4d1b-babb-5fe3a4c187ed","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":110,"box":{"x":59,"y":320,"width":869,"height":12}},{"id":"dd4976df-9016-4cd7-ab3a-58fcf2f74e73","block_type":"box","text":"performance of the board in overseeing and advising management. To ensure accountability for their decisions on behalf of","page_number":110,"box":{"x":59,"y":335,"width":867,"height":12}},{"id":"78bfbe76-64e9-40aa-81de-a37c49b0d55d","block_type":"box","text":"shareholders, directors should stand for election on a regular basis, ideally annually.","page_number":110,"box":{"x":59,"y":350,"width":584,"height":12}},{"id":"e73106d1-7506-4428-874c-fecb9c669fb1","block_type":"box","text":"(5)","page_number":110,"box":{"x":645,"y":348,"width":14,"height":8}},{"id":"cc7babcd-21fb-4f7c-a76d-a64ced689d2b","block_type":"box","text":"Annual director elections allow","page_number":110,"box":{"x":664,"y":350,"width":217,"height":10}},{"id":"edd310e1-24a1-4c20-88d7-1950b7a2bb25","block_type":"box","text":"shareholders to reaffirm their support for, or concerns about, board members’ decisions in a timely manner. When board","page_number":110,"box":{"x":59,"y":365,"width":843,"height":13}},{"id":"3cd992e9-398e-451c-beaa-47b82e8d830a","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":110,"box":{"x":60,"y":380,"width":870,"height":13}},{"id":"38217537-c1f0-41c2-852a-61b1a1556e69","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":110,"box":{"x":60,"y":395,"width":832,"height":13}},{"id":"8add1963-890f-4766-a4e9-d213cdcac3d1","block_type":"box","text":"election at each shareholder meeting.","page_number":110,"box":{"x":59,"y":411,"width":263,"height":12}},{"id":"95cdb1dd-5e33-41aa-b1b6-111cb9cc7034","block_type":"box","text":"Board quality and effectiveness","page_number":110,"box":{"x":60,"y":437,"width":224,"height":12}},{"id":"87f190ba-c053-45f3-8b9f-c4c376ec5d5c","block_type":"box","text":"Regular director elections also give boards the opportunity to adjust their composition in an orderly way to reflect","page_number":110,"box":{"x":60,"y":463,"width":793,"height":13}},{"id":"575c0b64-c4a1-4a42-acba-baeb45d3065b","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":110,"box":{"x":59,"y":479,"width":840,"height":12}},{"id":"b2214073-0032-4ca6-97dd-353fe62c7ae4","block_type":"box","text":"brought onto the board periodically to refresh the group’s thinking, while supporting both continuity and appropriate","page_number":110,"box":{"x":60,"y":494,"width":819,"height":12}},{"id":"d2a0db96-398e-4db6-8e25-ebbbb60794b9","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":110,"box":{"x":59,"y":509,"width":851,"height":12}},{"id":"d1a3f53a-9924-4382-b6a4-0a6756ff336a","block_type":"box","text":"experience of longer-serving directors and the fresh perspectives of directors who joined more recently.","page_number":110,"box":{"x":59,"y":524,"width":724,"height":12}},{"id":"ed3b14b5-a0b7-4b24-8df7-c6ddb505433b","block_type":"box","text":"We appreciate when companies regularly review and assess how directors nominated for election contribute to the","page_number":110,"box":{"x":59,"y":550,"width":806,"height":13}},{"id":"eec4611f-1468-4fd6-9475-abf0ca2e0503","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":110,"box":{"x":59,"y":566,"width":830,"height":12}},{"id":"8a60de9d-34fe-4ac5-adad-cf9343270d8c","block_type":"box","text":"director’s independence and time commitments, as well as the breadth and relevance of director experiences and skillsets,","page_number":110,"box":{"x":59,"y":581,"width":857,"height":12}},{"id":"1e2324c5-9551-48b2-83b9-2947a6dd0b61","block_type":"box","text":"and how these collectively contribute to the board’s effectiveness in advising and overseeing management in delivering long","page_number":110,"box":{"x":59,"y":596,"width":875,"height":12}},{"id":"d25da672-a919-40a5-9bc1-06df6f41d48c","block_type":"box","text":"term financial returns.","page_number":110,"box":{"x":59,"y":611,"width":154,"height":10}},{"id":"19e96c7d-6c2c-4ffc-8430-8bdf5745a448","block_type":"box","text":"Director independence","page_number":110,"box":{"x":60,"y":637,"width":164,"height":13}},{"id":"cc4df902-d94a-47d4-b3ef-624f0d3540c8","block_type":"box","text":"Director independence — from management, significant shareholders, or other related parties — is a central tenet of sound","page_number":110,"box":{"x":60,"y":664,"width":865,"height":12}},{"id":"7f109812-cdf6-49a2-b4c6-8059ab69a1e0","block_type":"box","text":"corporate governance across markets.","page_number":110,"box":{"x":59,"y":679,"width":267,"height":12}},{"id":"878a1584-e48b-4f98-a318-8e8b0c98ca71","block_type":"box","text":"(6)","page_number":110,"box":{"x":328,"y":677,"width":14,"height":8}},{"id":"3f22a6ab-bd64-415d-9f85-1a8f6032df20","block_type":"box","text":"We look to boards to have a sufficient number of independent directors, free from","page_number":110,"box":{"x":347,"y":679,"width":571,"height":12}},{"id":"773d12db-36c6-45e8-ab50-f6a36281f6a4","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":110,"box":{"x":59,"y":694,"width":849,"height":12}},{"id":"9e7fc2b7-01a5-4861-814d-395a2c457e1d","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":110,"box":{"x":60,"y":709,"width":878,"height":12}},{"id":"7074a223-3a20-426c-9e8d-7a043df26986","block_type":"box","text":"of controlled companies, at least one-third.","page_number":110,"box":{"x":59,"y":724,"width":301,"height":13}},{"id":"216fca2d-f249-43c1-a8ef-8917882a8db8","block_type":"box","text":"Common impediments to independence may include but are not limited to:","page_number":110,"box":{"x":59,"y":751,"width":529,"height":12}},{"id":"2257d9a2-9c11-4a3f-a6b0-2715cb54aa39","block_type":"box","text":"• Current or recent employment at the company or a subsidiary","page_number":110,"box":{"x":59,"y":771,"width":466,"height":12}},{"id":"6cc86df2-796e-4974-b992-c6fbe93f1f6d","block_type":"box","text":"• Being, or representing, a shareholder with a substantial shareholding in the company","page_number":110,"box":{"x":59,"y":791,"width":627,"height":12}},{"id":"442c82a7-013d-45fa-a1ad-3363bdf99ee9","block_type":"box","text":"• Interlocking directorates","page_number":110,"box":{"x":59,"y":811,"width":203,"height":13}},{"id":"98c8d403-4955-49d9-b680-bb7aa01afb60","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":110,"box":{"x":59,"y":851,"width":840,"height":10}},{"id":"de429295-ac15-4bf7-a270-fecf6f6a9b2c","block_type":"box","text":"est","page_number":110,"box":{"x":900,"y":852,"width":16,"height":7}},{"id":"f535a7e9-1754-4e06-bfc5-b2a265d4186a","block_type":"box","text":"practice.","page_number":110,"box":{"x":92,"y":864,"width":46,"height":9}},{"id":"f84908c7-d618-4c21-beeb-f234c0d027d3","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":110,"box":{"x":59,"y":879,"width":858,"height":9}},{"id":"2c2e1f28-71e7-410e-943c-554e718b6c3d","block_type":"box","text":"ov","page_number":110,"box":{"x":918,"y":881,"width":17,"height":5}},{"id":"17a9e4a3-f761-455f-a2e0-cdf56bcbd010","block_type":"box","text":"ernance Code,” January 2024, accessed in December 2025.","page_number":110,"box":{"x":92,"y":891,"width":327,"height":10}},{"id":"95ff3bfd-f0ab-4908-af9c-6b40134a9728","block_type":"box","text":"A-24","page_number":110,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"596e62af-cffa-402f-a94a-f9fd3563d45b","block_type":"box","text":"• Having any other interest, business, or other relationship which could, or could reasonably be perceived to, materially","page_number":111,"box":{"x":59,"y":67,"width":853,"height":12}},{"id":"e5eaf041-0217-440c-8044-6996440bcd5e","block_type":"box","text":"interfere with a director’s ability to act in the best interests of the company and shareholders","page_number":111,"box":{"x":92,"y":82,"width":646,"height":12}},{"id":"39a02619-e6f8-43c6-89fb-21d480a4933d","block_type":"box","text":"In our experience, boards are most effective at overseeing and advising management when there is a senior, independent","page_number":111,"box":{"x":60,"y":108,"width":847,"height":13}},{"id":"d0b1e0eb-01ec-49e8-afba-4f8e72f34aa7","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":111,"box":{"x":60,"y":123,"width":838,"height":13}},{"id":"d4e682be-ce00-4753-9185-215315a40f19","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":111,"box":{"x":59,"y":138,"width":879,"height":13}},{"id":"83bb16e7-e3f4-4d76-b284-16a996569da3","block_type":"box","text":"oversight responsibilities effectively by shaping the agenda, ensuring adequate information is provided to the board, and","page_number":111,"box":{"x":59,"y":154,"width":841,"height":12}},{"id":"f2e02e44-2048-46e0-87ff-b2bd117c8f20","block_type":"box","text":"encouraging independent director participation in board deliberations. We appreciate when the lead independent director or","page_number":111,"box":{"x":59,"y":169,"width":870,"height":12}},{"id":"ef365fe2-ff02-43ea-bc94-a606ca604b1a","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":111,"box":{"x":59,"y":184,"width":862,"height":12}},{"id":"1b9e888e-71de-4cd1-b050-9a8dafd9523c","block_type":"box","text":"situation warrants.","page_number":111,"box":{"x":59,"y":200,"width":130,"height":9}},{"id":"ab0c7d56-74f6-4287-9fef-9ead8989d812","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":111,"box":{"x":60,"y":225,"width":871,"height":13}},{"id":"c1e744f6-92f3-44a2-8a75-cb2b981a7715","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":111,"box":{"x":59,"y":240,"width":827,"height":13}},{"id":"fe6d19ad-8363-451b-8491-93722a05379b","block_type":"box","text":"majority of independent directors, depending on market norms and a company’s ownership structure. In many markets,","page_number":111,"box":{"x":60,"y":256,"width":840,"height":12}},{"id":"18bd1952-dea7-41b5-a4c6-fbef91f7faa0","block_type":"box","text":"these committees of the board specialize in audit, director nominations, and compensation matters, among others. An ad","page_number":111,"box":{"x":59,"y":271,"width":851,"height":12}},{"id":"cab55eee-7cce-4cbe-b5a0-e8a3f5c32d27","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":111,"box":{"x":60,"y":286,"width":827,"height":12}},{"id":"c5dc9b78-1c53-42ad-9326-8fc2726f4e66","block_type":"box","text":"investigate a significant adverse event.","page_number":111,"box":{"x":60,"y":301,"width":267,"height":12}},{"id":"294224d9-58e1-454c-8200-27b8d4ae6e0f","block_type":"box","text":"Sufficient capacity","page_number":111,"box":{"x":59,"y":327,"width":133,"height":13}},{"id":"7bf31440-1f8e-4b3a-839e-94d2db3cae9d","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":111,"box":{"x":59,"y":354,"width":835,"height":12}},{"id":"d40311d9-607f-450a-833f-0b653c82b417","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":111,"box":{"x":59,"y":369,"width":806,"height":12}},{"id":"9e7442e2-f04a-4de7-bdb3-f0dc719bc863","block_type":"box","text":"responsibilities — including when there are unforeseen events — and therefore, we consider it best practice when they don’t","page_number":111,"box":{"x":60,"y":384,"width":872,"height":12}},{"id":"cb1fc0a5-c570-463f-8bef-ca11138231ee","block_type":"box","text":"take on an excessive number of roles that would impair their ability to fulfill their duties.","page_number":111,"box":{"x":59,"y":399,"width":613,"height":13}},{"id":"385cd328-3db8-47fe-a488-979aeb4db465","block_type":"box","text":"Board composition","page_number":111,"box":{"x":60,"y":426,"width":135,"height":12}},{"id":"2f0ace8a-d3a3-48b8-9ff7-640290e7a506","block_type":"box","text":"In assessing board composition, we take into account a company’s board size, business model, strategy, market","page_number":111,"box":{"x":60,"y":452,"width":780,"height":12}},{"id":"c87905b4-e231-4ceb-8460-722bdf0356da","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":111,"box":{"x":59,"y":467,"width":822,"height":13}},{"id":"b0e7f2bd-d125-431f-bf5a-47ee5c371669","block_type":"box","text":"companies explain how their approach to board composition supports the company’s governance practices.","page_number":111,"box":{"x":59,"y":482,"width":758,"height":13}},{"id":"2a111621-0491-4a81-be7e-6a89cd077a27","block_type":"box","text":"When nominating directors to the board, we look to companies to provide sufficient information on the individual candidates","page_number":111,"box":{"x":59,"y":509,"width":876,"height":12}},{"id":"3bf8dacb-1e3c-4c03-a074-e7818e0b82a9","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":111,"box":{"x":59,"y":524,"width":854,"height":12}},{"id":"24fb2f4a-1737-4152-a5fc-a7e5c0541ae2","block_type":"box","text":"composition. These disclosures should explain how the collective experience and expertise of the board, as well as the","page_number":111,"box":{"x":59,"y":539,"width":827,"height":12}},{"id":"e38cd1e5-c313-47ac-bc22-f3a0d7ddf85f","block_type":"box","text":"particular skillsets of individual directors, aligns with the company’s long-term strategy. Highly qualified, engaged directors","page_number":111,"box":{"x":59,"y":554,"width":859,"height":13}},{"id":"1b1537df-1f72-4c8f-819b-741139ccb548","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":111,"box":{"x":59,"y":569,"width":871,"height":13}},{"id":"f0b356f6-f67e-4d42-ae39-d28969dd5f2f","block_type":"box","text":"and be the voice of shareholders in board discussions.","page_number":111,"box":{"x":59,"y":584,"width":378,"height":10}},{"id":"45a26c6e-bdc4-4fee-82cb-9a8a9c70eb87","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":111,"box":{"x":60,"y":611,"width":860,"height":12}},{"id":"b22e0cb0-69fb-4ef5-8498-33325d4d1220","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":111,"box":{"x":59,"y":626,"width":849,"height":12}},{"id":"938e0c38-850b-48d5-94d4-df2b25012636","block_type":"box","text":"note that in many markets, policymakers have set board gender diversity goals which we may discuss with companies,","page_number":111,"box":{"x":60,"y":641,"width":829,"height":12}},{"id":"fa821bfb-27ac-42df-b179-bf1d2a63691a","block_type":"box","text":"particularly if there is a risk their board composition may be misaligned.","page_number":111,"box":{"x":59,"y":656,"width":500,"height":13}},{"id":"5b8351bc-17db-4271-b50b-a4193f4e4fd8","block_type":"box","text":"Auditors and audit-related issues","page_number":111,"box":{"x":59,"y":683,"width":239,"height":9}},{"id":"02431ac2-e9f2-40c1-aadc-d1010112a155","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":111,"box":{"x":60,"y":709,"width":856,"height":12}},{"id":"6a937f49-3748-46e9-b069-f3602d7a6aea","block_type":"box","text":"financial condition. Accordingly, we look for the assumptions made by management, and reviewed by the auditor in","page_number":111,"box":{"x":59,"y":724,"width":810,"height":13}},{"id":"ac049824-06c8-4562-a48c-ac124be6b801","block_type":"box","text":"preparing the financial statements, to be reasonable and justified.","page_number":111,"box":{"x":59,"y":739,"width":458,"height":13}},{"id":"7abe5fba-d9bb-4a2c-929d-10e24d20e614","block_type":"box","text":"We view the audit committee, or its equivalent, as responsible for overseeing the management of the independent auditor","page_number":111,"box":{"x":59,"y":766,"width":854,"height":12}},{"id":"77622621-4cc7-4707-9219-a3f98b4b3485","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":111,"box":{"x":59,"y":781,"width":834,"height":12}},{"id":"c010e97f-c7d6-4b7e-b7ba-9313675f33e2","block_type":"box","text":"system by providing independent oversight of the accounts, material financial, and, where appropriate to the jurisdiction,","page_number":111,"box":{"x":59,"y":796,"width":847,"height":12}},{"id":"4e3c84a4-76da-4b9e-9f0e-9746a9aa218f","block_type":"box","text":"non-financial information and internal control frameworks. Moreover, in the absence of a dedicated risk committee, these","page_number":111,"box":{"x":60,"y":811,"width":851,"height":12}},{"id":"923ba9ff-afe3-4725-ad1d-1c54922fb113","block_type":"box","text":"committees can provide oversight of Enterprise Risk Management systems.","page_number":111,"box":{"x":59,"y":826,"width":527,"height":13}},{"id":"264ff57e-f9d8-4122-846f-57f198d7675f","block_type":"box","text":"(7)","page_number":111,"box":{"x":588,"y":824,"width":14,"height":8}},{"id":"f32a8281-7ea6-4711-ba17-3c932cf3e79c","block_type":"box","text":"In our view, effective audit committee","page_number":111,"box":{"x":608,"y":826,"width":262,"height":12}},{"id":"c81cbbe6-0845-4126-aad5-f049be824061","block_type":"box","text":"A-25","page_number":111,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"788f4ccb-89bf-45da-9df4-a89a73c73171","block_type":"box","text":"oversight strengthens the quality and reliability of a company’s financial statements and provides an important level of","page_number":112,"box":{"x":59,"y":67,"width":831,"height":12}},{"id":"c88ef895-6aba-4fc8-bfee-a4530192b7e3","block_type":"box","text":"reassurance to shareholders.","page_number":112,"box":{"x":60,"y":82,"width":199,"height":9}},{"id":"83f834f7-d20c-4ac3-9014-7afb40c2e69b","block_type":"box","text":"We look to audit committees, or their equivalent, to have clearly articulated charters that set out their responsibilities.","page_number":112,"box":{"x":59,"y":108,"width":820,"height":13}},{"id":"bbc02744-7017-43e5-9c19-b08dad7b49ed","block_type":"box","text":"Additionally, having a rotation plan can periodically refresh the committee membership and introduce new perspectives. We","page_number":112,"box":{"x":59,"y":123,"width":868,"height":13}},{"id":"63f61b0c-ce14-4223-88f1-b2d864d3ed0a","block_type":"box","text":"recognize that audit committees will rely on management, internal audit, and the independent auditor to fulfill their","page_number":112,"box":{"x":60,"y":138,"width":807,"height":13}},{"id":"3f782831-7199-4465-9ce7-427528ef6304","block_type":"box","text":"responsibilities. However, we look to committee members to demonstrate they have relevant expertise to monitor and","page_number":112,"box":{"x":60,"y":154,"width":825,"height":12}},{"id":"7bf3fd3c-b049-45f6-95e1-d01ffa345c33","block_type":"box","text":"oversee the audit process and related activities.","page_number":112,"box":{"x":59,"y":169,"width":330,"height":12}},{"id":"47c84517-3dc8-4007-ae28-e70597be5104","block_type":"box","text":"We take particular note of unexplained changes in reporting methodology, cases involving significant financial restatements,","page_number":112,"box":{"x":59,"y":195,"width":871,"height":12}},{"id":"ece44ec1-7630-498b-aa9e-464cf7c67466","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":112,"box":{"x":59,"y":210,"width":811,"height":13}},{"id":"05e3fe0f-c500-4715-bfc1-46ae440d1898","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":112,"box":{"x":59,"y":225,"width":827,"height":13}},{"id":"5482a9d3-b65d-49aa-88fa-fbf6525df64d","block_type":"box","text":"function.","page_number":112,"box":{"x":59,"y":240,"width":62,"height":10}},{"id":"7acb2990-ba45-45ad-84ee-0ee72db942c2","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":112,"box":{"x":59,"y":267,"width":874,"height":12}},{"id":"091069d2-36bc-425c-bfb3-6378b5c68391","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":112,"box":{"x":59,"y":282,"width":876,"height":12}},{"id":"30553ce2-37fb-4e7a-99fd-01e80e552619","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":112,"box":{"x":59,"y":297,"width":849,"height":13}},{"id":"d77c5d47-b0ca-4425-be8b-234623698c8d","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":112,"box":{"x":59,"y":312,"width":870,"height":13}},{"id":"73ef9671-b7ee-4269-bbec-8d7e0009112a","block_type":"box","text":"the quality of the external audit process on an annual basis.","page_number":112,"box":{"x":59,"y":327,"width":416,"height":13}},{"id":"82aaada4-859c-4be0-8e93-faa4d07f526d","block_type":"box","text":"Comprehensive disclosure provides investors with an understanding of the company’s long-term operational risk","page_number":112,"box":{"x":59,"y":354,"width":791,"height":12}},{"id":"cd1c3195-98a2-49f2-a30b-905c232726de","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":112,"box":{"x":60,"y":369,"width":838,"height":12}},{"id":"338e4dde-792f-4ebe-9be1-abefed821c22","block_type":"box","text":"periodically review the company’s risk assessment and risk management policies and the significant risks and exposures","page_number":112,"box":{"x":59,"y":384,"width":844,"height":12}},{"id":"b432fc89-7d58-41cd-a6d7-bf269caab4cd","block_type":"box","text":"identified by management, the internal auditors or the independent auditors, and management’s steps to address them. In","page_number":112,"box":{"x":60,"y":399,"width":857,"height":13}},{"id":"794b9cb9-6e8d-4d06-af9d-32c508f2e5f5","block_type":"box","text":"the absence of detailed disclosures, we may conclude that companies are not adequately managing risk.","page_number":112,"box":{"x":59,"y":414,"width":731,"height":13}},{"id":"89e2cae9-7e5d-481e-89bf-e6f95bf4899a","block_type":"box","text":"Capital structure, mergers, acquisitions, asset sales, and other special situations","page_number":112,"box":{"x":59,"y":441,"width":577,"height":12}},{"id":"b18d8987-61c7-4b56-9218-3d6017cc1be8","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":112,"box":{"x":59,"y":467,"width":852,"height":13}},{"id":"d99a2596-1068-46b9-846a-a22de08f6b4c","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":112,"box":{"x":59,"y":482,"width":841,"height":13}},{"id":"4d1d7424-76de-4003-b698-f4b9b988fa31","block_type":"box","text":"shareholders against the dilution of their interests.","page_number":112,"box":{"x":59,"y":497,"width":351,"height":13}},{"id":"97be086c-2f70-4a78-a9a2-ef8c791de452","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":112,"box":{"x":60,"y":524,"width":874,"height":12}},{"id":"e9c95458-c2d3-4991-b304-65f698e13f13","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":112,"box":{"x":60,"y":539,"width":821,"height":12}},{"id":"b2e5963f-557d-4ca1-8269-d7f61df5d80c","block_type":"box","text":"registered shareholders.","page_number":112,"box":{"x":60,"y":554,"width":166,"height":13}},{"id":"cde665dc-5993-4ef2-9a32-ce3c1d67d697","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":112,"box":{"x":60,"y":581,"width":844,"height":12}},{"id":"78f3a2ac-ff29-4791-a6dc-5c6312e97d32","block_type":"box","text":"dual classes of shares with differentiated voting rights. In our view, such companies should review these share class","page_number":112,"box":{"x":59,"y":596,"width":808,"height":12}},{"id":"351238a6-1477-4cc4-9ee9-325cce9a4586","block_type":"box","text":"structures on a regular basis or as company circumstances change. Additionally, they should seek shareholder approval of","page_number":112,"box":{"x":59,"y":611,"width":856,"height":12}},{"id":"9d408f1b-1a2b-4d3f-8a4a-e242a857f3f1","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":112,"box":{"x":59,"y":626,"width":858,"height":12}},{"id":"248d586e-9c5b-482b-bc8a-1cc55f75f21a","block_type":"box","text":"should give unaffiliated shareholders the opportunity to affirm the current structure or establish mechanisms to end or phase","page_number":112,"box":{"x":59,"y":641,"width":878,"height":12}},{"id":"741c7995-df97-471e-aa60-4ea37d1d0db8","block_type":"box","text":"out controlling structures at the appropriate time, while minimizing costs to shareholders.","page_number":112,"box":{"x":59,"y":656,"width":629,"height":13}},{"id":"f126e21c-e93d-4110-8655-4d3674fd9796","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":112,"box":{"x":60,"y":683,"width":874,"height":12}},{"id":"8fe0b7d8-51d5-42d2-af00-77ef855f2dd6","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":112,"box":{"x":59,"y":698,"width":865,"height":12}},{"id":"a818508c-5179-4928-8419-3cecf6abc5ad","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":112,"box":{"x":59,"y":713,"width":875,"height":12}},{"id":"e6c254e0-8293-45ef-a1b6-194bd2aa2ecc","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":112,"box":{"x":60,"y":728,"width":867,"height":12}},{"id":"457719f4-1cf9-4db6-8a52-c86c65a5f77a","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":112,"box":{"x":60,"y":743,"width":864,"height":12}},{"id":"f62b0c27-a4ad-4ba6-87dd-71844905e3cf","block_type":"box","text":"adversely affected their ability to place shareholders’ interests before their own. Where the transaction involves related","page_number":112,"box":{"x":59,"y":758,"width":826,"height":13}},{"id":"2b684f56-82d0-48c8-8e1c-9b12bb4585c2","block_type":"box","text":"parties, the recommendation to support should come from the independent directors, a best practice in most markets, and","page_number":112,"box":{"x":59,"y":773,"width":862,"height":13}},{"id":"3846e85a-95ee-43de-886a-cf9ef9b9dde0","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":112,"box":{"x":60,"y":788,"width":873,"height":13}},{"id":"1692edb5-d157-4367-9375-10836e5d93f4","block_type":"box","text":"be approved by a separate vote of the non-conflicted parties.","page_number":112,"box":{"x":60,"y":804,"width":423,"height":12}},{"id":"e1f07879-afbd-4e50-bdd7-5e6581b6491b","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":112,"box":{"x":59,"y":853,"width":837,"height":10}},{"id":"1caa3cd2-d3e1-4be1-800f-f3060dc18491","block_type":"box","text":"ng and","page_number":112,"box":{"x":898,"y":853,"width":37,"height":10}},{"id":"a5e9794e-b90f-495d-9456-c56e36d44f5d","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":112,"box":{"x":92,"y":866,"width":818,"height":10}},{"id":"ddd37e11-9321-4a35-bfb2-6decffc6896a","block_type":"box","text":"son","page_number":112,"box":{"x":911,"y":868,"width":24,"height":6}},{"id":"7d4af78a-d35d-4530-8f29-b7ed554df33d","block_type":"box","text":"able assurance regarding the achievement of objectives. Please see: The Committee of Sponsoring Organizations of the Treadway Commission","page_number":112,"box":{"x":92,"y":879,"width":798,"height":9}},{"id":"5fa71249-a9d4-4dc7-9769-014c3e4e71c9","block_type":"box","text":"(COSO), “Enterprise Risk Management,” 2023, accessed in December 2025.","page_number":112,"box":{"x":92,"y":891,"width":422,"height":10}},{"id":"0694f037-a9a4-4c92-a251-453fdd07610f","block_type":"box","text":"A-26","page_number":112,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"a354f46d-2eaf-4199-9ab2-74d0c5583fef","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":113,"box":{"x":59,"y":67,"width":826,"height":12}},{"id":"b7450ed9-6c6b-4949-b0ac-d962607bcb5a","block_type":"box","text":"market without unnecessary restriction. In our view, corporate mechanisms designed to limit shareholders’ ability to sell their","page_number":113,"box":{"x":60,"y":82,"width":877,"height":12}},{"id":"80b7d2ad-dfb5-42ad-8e93-f8cbc730cb73","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":113,"box":{"x":59,"y":97,"width":864,"height":12}},{"id":"cd31562a-46e3-4256-8c3b-861b1369a7b1","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":113,"box":{"x":59,"y":112,"width":819,"height":12}},{"id":"fde8442a-a341-4cd2-9f7a-4ccee12ac89e","block_type":"box","text":"encourage any shareholder rights plans proposed by a board to be subject to shareholder approval upon introduction and","page_number":113,"box":{"x":59,"y":127,"width":852,"height":12}},{"id":"5bd80dba-ca80-4afe-a875-4402e84196ed","block_type":"box","text":"periodically thereafter.","page_number":113,"box":{"x":59,"y":142,"width":155,"height":13}},{"id":"0a9f7bc8-a30c-4cfd-99a4-a8fc58f83557","block_type":"box","text":"Executive compensation and benefits","page_number":113,"box":{"x":60,"y":169,"width":268,"height":12}},{"id":"d365ced4-90dd-4dd3-b596-8364060739ea","block_type":"box","text":"Executive compensation is an important tool used by companies to support long-term financial value creation. A well","page_number":113,"box":{"x":60,"y":195,"width":826,"height":12}},{"id":"cbea0be6-feed-4467-8fc0-c1f150652ddb","block_type":"box","text":"structured compensation policy rewards the successful delivery of strategic, operational, and/or financial goals; encourages","page_number":113,"box":{"x":59,"y":210,"width":867,"height":13}},{"id":"901d310e-4b26-4921-ac67-b7d9aed647d6","block_type":"box","text":"an appropriate risk appetite; and aligns the interests of shareholders and executives through equity ownership.","page_number":113,"box":{"x":59,"y":225,"width":774,"height":13}},{"id":"7358fa0a-8f41-4e2c-9b2a-a089f09ca58f","block_type":"box","text":"(8)","page_number":113,"box":{"x":835,"y":223,"width":14,"height":8}},{"id":"98d140e6-e6d7-46ff-952e-e6773d58bbed","block_type":"box","text":"We look for a clear link between variable pay and operational and financial performance that support sustained financial","page_number":113,"box":{"x":59,"y":252,"width":839,"height":12}},{"id":"50a345ee-ca91-4ed4-a4fe-04b9099d2cd3","block_type":"box","text":"value creation for our clients as shareholders. We appreciate when performance targets incorporate ambitious objectives,","page_number":113,"box":{"x":59,"y":267,"width":849,"height":12}},{"id":"c3ed862e-a546-4952-a336-e278bba59570","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":113,"box":{"x":59,"y":282,"width":871,"height":12}},{"id":"f768f0bf-ab56-4ff5-9447-a3508864b383","block_type":"box","text":"whether companies choose to use sustainability-related criteria in compensation structures, but, where they are included, we","page_number":113,"box":{"x":59,"y":297,"width":878,"height":13}},{"id":"1fd9c391-2fcb-4199-89ca-b646430ae8a3","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":113,"box":{"x":60,"y":312,"width":853,"height":13}},{"id":"820092e1-bcb7-4855-aadd-0c7f0cd0c8a5","block_type":"box","text":"long-term incentive plans encompass timeframes that: 1) are distinct from annual executive compensation structures and","page_number":113,"box":{"x":60,"y":327,"width":854,"height":13}},{"id":"754ab3c5-c857-496a-a59c-2d8cd9a42c27","block_type":"box","text":"metrics, and 2) encourage the delivery of strong financial results over a period of years.","page_number":113,"box":{"x":60,"y":343,"width":608,"height":12}},{"id":"862f7b4a-4128-4684-9558-30fb8f81e5da","block_type":"box","text":"We consider it best practice when board members responsible for designing and approving executive compensation carefully","page_number":113,"box":{"x":59,"y":369,"width":877,"height":12}},{"id":"dd01bad9-44dc-471f-8ab0-bb9f8cd3770f","block_type":"box","text":"consider the company’s specific circumstances. Factors to consider may include the company’s risk profile, the environment","page_number":113,"box":{"x":59,"y":384,"width":870,"height":12}},{"id":"6397320a-3438-4888-8af1-2ca230135cb9","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":113,"box":{"x":60,"y":399,"width":871,"height":13}},{"id":"fa5a8c64-53a7-4761-8385-681989e97464","block_type":"box","text":"against contractual arrangements that would entitle executives to material compensation for early termination of their","page_number":113,"box":{"x":59,"y":414,"width":831,"height":13}},{"id":"7c00062b-e880-4bcc-a6f4-d2fd397e64e2","block_type":"box","text":"employment. Finally, we look for pension contributions and other deferred compensation arrangements to be reasonable in","page_number":113,"box":{"x":59,"y":429,"width":863,"height":13}},{"id":"8723c3c6-5044-4ebc-beed-c8c3fccb8c27","block_type":"box","text":"light of market practices or the company’s business and executive compensation strategies.","page_number":113,"box":{"x":60,"y":445,"width":641,"height":12}},{"id":"e98987f0-6bb3-4e4b-b02c-2dcf2dcd41ed","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":113,"box":{"x":59,"y":471,"width":861,"height":12}},{"id":"d086137b-bb17-43e7-ba8c-0ddef1082466","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":113,"box":{"x":60,"y":486,"width":878,"height":12}},{"id":"d21a7566-8692-454f-a436-3590f26b8fb3","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":113,"box":{"x":59,"y":501,"width":870,"height":13}},{"id":"b9c61c2d-1d10-41f0-b326-f57f81c669d5","block_type":"box","text":"use of peer group evaluation by compensation committees can help ensure competitive pay. However, we encourage","page_number":113,"box":{"x":60,"y":516,"width":817,"height":13}},{"id":"43818acf-ee80-4608-810b-4cea3220af24","block_type":"box","text":"companies to clearly explain how compensation outcomes have rewarded performance rather than solely base increases in","page_number":113,"box":{"x":59,"y":531,"width":863,"height":13}},{"id":"063f78ec-e77e-4826-ae04-a7a2b6ebdad1","block_type":"box","text":"total compensation on peer benchmarking.","page_number":113,"box":{"x":59,"y":547,"width":303,"height":12}},{"id":"a13cca50-3a35-4ee7-8ee7-a89e51ac1f76","block_type":"box","text":"We consider the inclusion of building clawback provisions into incentive plans as good practice. Such provisions could","page_number":113,"box":{"x":59,"y":573,"width":826,"height":12}},{"id":"6373b2b1-84b5-4b52-8450-084a11dcf538","block_type":"box","text":"require executives to forgo awards when compensation was based on faulty financial statements or deceptive business","page_number":113,"box":{"x":60,"y":588,"width":832,"height":13}},{"id":"5c2616ea-7af0-4e46-a612-52653e945adc","block_type":"box","text":"practices, or when their behavior caused material financial harm to shareholders, material reputational risk to the company,","page_number":113,"box":{"x":59,"y":603,"width":864,"height":13}},{"id":"4cefd88f-3994-44ca-86ad-f29f805040b4","block_type":"box","text":"or resulted in a criminal investigation.","page_number":113,"box":{"x":59,"y":618,"width":262,"height":13}},{"id":"cb50e119-47a4-44b1-ad73-7d7596a539e4","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":113,"box":{"x":60,"y":645,"width":839,"height":12}},{"id":"e1fa6d70-3da5-4bca-b774-e1150caef256","block_type":"box","text":"expended in fulfilling their professional responsibilities. Additionally, these compensation arrangements should not risk","page_number":113,"box":{"x":59,"y":660,"width":833,"height":12}},{"id":"d65475e6-17e5-48d5-abd2-4c4c34f856a2","block_type":"box","text":"compromising directors’ independence or aligning their interests too closely with those of the management, whom they are","page_number":113,"box":{"x":59,"y":675,"width":869,"height":12}},{"id":"47339796-e6c7-48b2-9836-3956a080526e","block_type":"box","text":"charged with overseeing.","page_number":113,"box":{"x":59,"y":690,"width":175,"height":13}},{"id":"a21eae6f-ab1b-489a-a691-8bf8647c6dc7","block_type":"box","text":"When assessing compensation proposals, BIS reviews companies’ disclosures to determine whether the board’s approach to","page_number":113,"box":{"x":59,"y":717,"width":872,"height":12}},{"id":"66df7148-b5ae-42f4-95fc-933bb2476cd4","block_type":"box","text":"executive compensation is rigorous in light of the company’s stated long-term corporate strategy and specific circumstances,","page_number":113,"box":{"x":59,"y":732,"width":879,"height":12}},{"id":"66ff9962-bf4d-42ac-853a-2ddd3e5371f6","block_type":"box","text":"as well as local market and policy developments","page_number":113,"box":{"x":59,"y":747,"width":336,"height":12}},{"id":"25462a23-c894-4265-83e3-010b0059cdb6","block_type":"box","text":"When our analysis indicates that executive compensation is misaligned with company performance, BIS may not support","page_number":113,"box":{"x":59,"y":773,"width":849,"height":13}},{"id":"dce0a9e9-ef50-42dd-b861-e66233d73ff7","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":113,"box":{"x":60,"y":788,"width":877,"height":13}},{"id":"19b1e3ca-b0c9-4450-b3ec-508514c64558","block_type":"box","text":"compensation committee or equivalent board members for poor compensation practices or structures.","page_number":113,"box":{"x":59,"y":804,"width":722,"height":12}},{"id":"0caef0ac-120c-45fa-b4bb-34559ddfb2b2","block_type":"box","text":"(8) The terms “compensation,” “remuneration,” and “pay” are used interchangeably to describe the same concept in different markets","page_number":113,"box":{"x":59,"y":891,"width":765,"height":10}},{"id":"de1846e3-1ae8-4577-a7f8-acd786a8791a","block_type":"box","text":"A-27","page_number":113,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"4dcab0d9-5ee3-4226-821d-411155e0bd05","block_type":"box","text":"Shareholder protections and other corporate","page_number":114,"box":{"x":110,"y":67,"width":777,"height":30}},{"id":"b1a2a023-6092-4f64-bcb0-ba2e899d71e4","block_type":"box","text":"governance matters","page_number":114,"box":{"x":327,"y":103,"width":344,"height":26}},{"id":"559adc1f-6eb1-485b-a6da-58d4e551b2c8","block_type":"box","text":"Corporate form","page_number":114,"box":{"x":59,"y":143,"width":111,"height":13}},{"id":"1341c5ca-e969-4e37-a246-a1d486c70b8c","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":114,"box":{"x":60,"y":170,"width":874,"height":12}},{"id":"5abfd92b-c413-409f-9c29-bdc9ba30997c","block_type":"box","text":"purpose and business model.","page_number":114,"box":{"x":59,"y":185,"width":204,"height":12}},{"id":"1e104859-dce1-4257-a3e7-ca16daf49bc3","block_type":"box","text":"(9)","page_number":114,"box":{"x":265,"y":183,"width":14,"height":8}},{"id":"db339215-5ba7-4633-b72f-c96fdd70f36b","block_type":"box","text":"We look to companies proposing to change their corporate form to a public benefit","page_number":114,"box":{"x":284,"y":185,"width":583,"height":12}},{"id":"5fd4d687-588b-49d5-9ffe-4348c6c14de2","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":114,"box":{"x":59,"y":200,"width":811,"height":12}},{"id":"29e34ef9-17cd-49b3-87e1-724c64c51d0b","block_type":"box","text":"appreciate when supporting documentation from companies or shareholders proposing to alter the corporate form clearly","page_number":114,"box":{"x":59,"y":215,"width":859,"height":13}},{"id":"6bb1f365-05ea-4596-9e31-7c8a71a46b77","block_type":"box","text":"explains how the interests of shareholders and different stakeholders would be impacted as well as the accountability and","page_number":114,"box":{"x":59,"y":230,"width":852,"height":13}},{"id":"439f2ba6-4b43-4f8d-ba67-44c732467169","block_type":"box","text":"voting mechanisms that would be available to shareholders. We generally support management proposals if our analysis","page_number":114,"box":{"x":59,"y":246,"width":844,"height":12}},{"id":"df86966b-6896-4185-9109-8aa949d8cf1c","block_type":"box","text":"indicates that shareholders’ financial interests are adequately protected. Corporate form shareholder proposals are evaluated","page_number":114,"box":{"x":60,"y":261,"width":873,"height":12}},{"id":"03ca1c5d-3e47-4849-a34a-a337174be3ec","block_type":"box","text":"on a case-by-case basis.","page_number":114,"box":{"x":59,"y":276,"width":169,"height":12}},{"id":"11d04521-e46e-4975-a4e3-99c68a73434d","block_type":"box","text":"Shareholder proposals","page_number":114,"box":{"x":59,"y":302,"width":162,"height":13}},{"id":"e892d22e-78bc-40d0-b52a-b4045a60d8c4","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":114,"box":{"x":60,"y":329,"width":861,"height":12}},{"id":"4519d301-bf95-4f85-ab95-280d77512e0d","block_type":"box","text":"requirements are met. Shareholder proposals span a wide range of topics, including governance reforms, capital","page_number":114,"box":{"x":60,"y":344,"width":783,"height":12}},{"id":"ac5f0e5a-cb08-4be3-8af8-605bc88c1d98","block_type":"box","text":"management, and changes in the management or disclosure of sustainability-related risks. These proposals have a varying","page_number":114,"box":{"x":60,"y":359,"width":859,"height":12}},{"id":"c4d42be9-89b5-44a7-b0f5-a31aae61b2a6","block_type":"box","text":"degree of relevance for companies across sectors, locations, and business models.","page_number":114,"box":{"x":59,"y":374,"width":575,"height":12}},{"id":"33908a44-0bf8-4f88-9c2c-58ff87a60fbf","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":114,"box":{"x":60,"y":400,"width":834,"height":13}},{"id":"40bf22fc-be66-4a6d-b71a-39aa6a9a1d2e","block_type":"box","text":"implications for long-term financial value creation for shareholders. Our analysis considers whether a shareholder proposal","page_number":114,"box":{"x":60,"y":416,"width":860,"height":12}},{"id":"52fdd97d-1aa7-409c-b4b5-bd6358e1547a","block_type":"box","text":"addresses a material risk that may impact a company’s long-term financial performance. BIS may support shareholder","page_number":114,"box":{"x":59,"y":431,"width":828,"height":12}},{"id":"dd3b8fd1-41d9-4a5b-b5dc-f9e7816972c4","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":114,"box":{"x":59,"y":446,"width":819,"height":12}},{"id":"b33a337e-0e7e-49b5-9d6d-cb7a1353eab2","block_type":"box","text":"material risks and opportunities companies face and how they are managing them, especially where this information is","page_number":114,"box":{"x":60,"y":461,"width":833,"height":12}},{"id":"7efbd883-1674-4253-acdf-781df857fec4","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":114,"box":{"x":59,"y":476,"width":874,"height":12}},{"id":"608c0331-a2bc-46c3-ae3c-8b5b7ed76e8a","block_type":"box","text":"proposal, the supporting documentation, and the proponents’ other communications on the issues. We also assess the","page_number":114,"box":{"x":59,"y":491,"width":834,"height":13}},{"id":"2b8547a4-9a62-4bfc-bca0-cfdc680439c4","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":114,"box":{"x":59,"y":506,"width":811,"height":13}},{"id":"4559606d-deea-4d76-a77f-60ff208ff316","block_type":"box","text":"proposal. We take into consideration a company’s governance practices and disclosures against those of their peers.","page_number":114,"box":{"x":59,"y":521,"width":813,"height":13}},{"id":"4f7a6ee7-c54d-4da3-bab5-e30cc3c371c2","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":114,"box":{"x":60,"y":548,"width":827,"height":12}},{"id":"ae09d498-aab2-4bc6-a30a-776340faca93","block_type":"box","text":"micromanage companies. We take into consideration the legal effect of the proposal, as shareholder proposals may be","page_number":114,"box":{"x":60,"y":563,"width":828,"height":12}},{"id":"aeeba9c7-71a6-4abc-9733-9efa430c00a3","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":114,"box":{"x":59,"y":578,"width":864,"height":12}},{"id":"86112fa9-1056-4ed1-84b1-17f0ebde3dc4","block_type":"box","text":"given jurisdiction.","page_number":114,"box":{"x":59,"y":593,"width":122,"height":13}},{"id":"47df2593-85cd-4aec-bcc6-bf01cf57ceb4","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":114,"box":{"x":60,"y":620,"width":856,"height":12}},{"id":"a704379a-0811-43d5-99f2-c85410170a1d","block_type":"box","text":"advised on the proposal. We recognize that some shareholder proposals bundle topics and/or specific requests. Further, the","page_number":114,"box":{"x":59,"y":635,"width":866,"height":12}},{"id":"2be43b36-7e9d-4762-819d-05192a2802fe","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":114,"box":{"x":59,"y":650,"width":847,"height":12}},{"id":"d5c17dbc-9607-41f0-9a53-a799271228f4","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":114,"box":{"x":59,"y":665,"width":870,"height":12}},{"id":"e40f1b6e-a9e1-416b-a3ee-c40f7cfc4e74","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":114,"box":{"x":59,"y":680,"width":821,"height":12}},{"id":"d5ecda4e-038d-4f55-8eab-63d44c6a955a","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":114,"box":{"x":59,"y":695,"width":814,"height":13}},{"id":"3f530c45-961b-41b6-a8de-e5f592d32626","block_type":"box","text":"proponent, when we believe that overall it may advance our clients’ long-term financial interests.","page_number":114,"box":{"x":59,"y":710,"width":677,"height":13}},{"id":"9157af24-2a7c-4a15-920c-08cb3f0b5e62","block_type":"box","text":"BlackRock is subject to certain rules, regulations, agency guidance, and contractual agreements that place restrictions and","page_number":114,"box":{"x":60,"y":737,"width":856,"height":12}},{"id":"8d628a1f-29e9-4d0b-9120-ac80d6741b68","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":114,"box":{"x":60,"y":752,"width":852,"height":12}},{"id":"1c3a97c5-e68e-4f09-b97f-754227473774","block_type":"box","text":"not nominate directors for board elections or submit shareholder proposals to companies. Non-compliance with these","page_number":114,"box":{"x":60,"y":767,"width":828,"height":12}},{"id":"4da2dc40-e50b-4428-af75-c7f682c9fd6a","block_type":"box","text":"requirements could adversely affect BlackRock’s ability to serve its clients’ interests.","page_number":114,"box":{"x":60,"y":782,"width":582,"height":13}},{"id":"fdb4e358-faa9-4dc6-a000-da278828a057","block_type":"box","text":"(9) Corporate form refers to the legal structure by which a business is organized.","page_number":114,"box":{"x":59,"y":891,"width":462,"height":10}},{"id":"d830b1d2-55ac-4ef4-a943-b68e6c79d92d","block_type":"box","text":"A-28","page_number":114,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"1e7dcfc0-8c89-4547-83bd-8dccb3e4fedd","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":115,"box":{"x":59,"y":67,"width":387,"height":12}},{"id":"ea82c597-d60f-4727-934a-4b7e135d99a2","block_type":"box","text":"Appropriate oversight of material risks and opportunities, including material sustainability-related risks and opportunities, is","page_number":115,"box":{"x":59,"y":93,"width":868,"height":12}},{"id":"66c3016e-fe59-40d7-8463-fb793c7eb253","block_type":"box","text":"an important component of having an effective governance framework that supports durable, long-term financial value","page_number":115,"box":{"x":59,"y":108,"width":836,"height":13}},{"id":"2eba4102-663d-4f1b-be1c-fcbb786f9a9d","block_type":"box","text":"creation.","page_number":115,"box":{"x":59,"y":124,"width":60,"height":9}},{"id":"bc4de4db-6e6e-4f15-bad0-cf8d682e5aea","block_type":"box","text":"(10)","page_number":115,"box":{"x":121,"y":121,"width":20,"height":8}},{"id":"250e6fd4-359d-48e2-951c-119fe1faec3c","block_type":"box","text":"We look to companies to provide robust disclosure that allows investors to effectively evaluate companies’ strategy and","page_number":115,"box":{"x":59,"y":150,"width":834,"height":12}},{"id":"a2492890-665e-4bb9-be62-6a10dc84b89c","block_type":"box","text":"business practices related to material sustainability-related risks and opportunities. We find it helpful when companies’","page_number":115,"box":{"x":60,"y":165,"width":830,"height":12}},{"id":"233b0e23-67b0-404d-b11a-6c2861dd3593","block_type":"box","text":"disclosures demonstrate that they have a resilient business model that integrates material sustainability-related risks and","page_number":115,"box":{"x":59,"y":180,"width":846,"height":12}},{"id":"ce464b1d-479a-466e-ac03-f43c81842287","block_type":"box","text":"opportunities into their strategy, risk management, and metrics and targets, including industry-specific metrics.","page_number":115,"box":{"x":59,"y":195,"width":781,"height":12}},{"id":"46547e88-277f-4efc-87e7-8a44490b84f4","block_type":"box","text":"Standardized disclosure of sustainability-related data supports investors in making informed decisions. The International","page_number":115,"box":{"x":59,"y":222,"width":843,"height":12}},{"id":"dc56bbf9-aa97-409a-b42c-1ef9bc72d804","block_type":"box","text":"Sustainability Standards Board (ISSB) standards, IFRS S1 and S2, represent one such approach to standardization that we find","page_number":115,"box":{"x":59,"y":237,"width":878,"height":12}},{"id":"4648c17c-cb8c-4ef6-a035-6c0b2426a843","block_type":"box","text":"useful in our analysis.","page_number":115,"box":{"x":60,"y":252,"width":149,"height":12}},{"id":"2a44fa00-b8be-4ed4-80ca-148ddd499040","block_type":"box","text":"(11)","page_number":115,"box":{"x":211,"y":250,"width":20,"height":8}},{"id":"1c2894ba-c896-4a02-a7ac-04bffae268ad","block_type":"box","text":"However, we do not mandate any specific disclosure framework companies should use, and","page_number":115,"box":{"x":237,"y":252,"width":641,"height":12}},{"id":"84c0f035-9937-4219-a4d9-7eeb8c022418","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":115,"box":{"x":60,"y":267,"width":869,"height":12}},{"id":"b53fc8ca-024b-4a8b-85d1-7665ac3162f8","block_type":"box","text":"we ask that companies highlight the metrics that are industry- or company-specific.","page_number":115,"box":{"x":59,"y":282,"width":588,"height":12}},{"id":"c79d9f8d-5aec-435d-960a-2c639303a242","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":115,"box":{"x":59,"y":308,"width":855,"height":13}},{"id":"19929f8f-f484-46f7-994f-a4942d73ff86","block_type":"box","text":"when companies should make sustainability-related disclosures but appreciate it when companies produce them sufficiently","page_number":115,"box":{"x":59,"y":324,"width":874,"height":12}},{"id":"53480a04-654b-458e-bf85-bdbf40041816","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":115,"box":{"x":60,"y":339,"width":850,"height":12}},{"id":"c5fe4db8-2c86-46b6-adb5-626c28331de6","block_type":"box","text":"make informed voting decisions.","page_number":115,"box":{"x":60,"y":354,"width":226,"height":12}},{"id":"930913c1-cd3a-4bc9-adc8-c32eb5a7e4d2","block_type":"box","text":"Industry initiatives on managing specific operational risks may also provide useful guidance to companies on best practices","page_number":115,"box":{"x":60,"y":380,"width":863,"height":13}},{"id":"656d9505-abda-4f6b-b022-659855927092","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":115,"box":{"x":59,"y":395,"width":872,"height":13}},{"id":"7e082848-207d-45da-a7d5-46e09ab9115c","block_type":"box","text":"any relevant global sustainability-related standards adopted, the industry initiatives in which they participate, any peer group","page_number":115,"box":{"x":59,"y":411,"width":872,"height":12}},{"id":"59896cdc-6f38-447c-b9da-d86fc5e98b66","block_type":"box","text":"benchmarking undertaken, and any assurance processes to help investors understand their approach to sustainable and","page_number":115,"box":{"x":60,"y":426,"width":841,"height":12}},{"id":"b91cd40a-732c-43ef-8d2e-59c89fce1052","block_type":"box","text":"responsible business practices.","page_number":115,"box":{"x":60,"y":441,"width":214,"height":12}},{"id":"7b9ce2e6-8840-4fe6-8443-35582b8c60c6","block_type":"box","text":"Climate and nature-related risk","page_number":115,"box":{"x":76,"y":467,"width":224,"height":10}},{"id":"37c2771b-ee5b-4030-8867-70c3e3cf427f","block_type":"box","text":"Many companies are assessing how to navigate the low-carbon transition while delivering long-term financial value to","page_number":115,"box":{"x":59,"y":494,"width":828,"height":12}},{"id":"22acd639-5358-4c76-8f19-a5f8e7a8ac6c","block_type":"box","text":"investors. For companies facing material climate-related risks, we find it helpful when they publicly disclose, consistent with","page_number":115,"box":{"x":60,"y":509,"width":865,"height":12}},{"id":"49118cec-0bd3-4585-821d-0758d3fad5bc","block_type":"box","text":"their business model and sector, how they intend to deliver long-term financial performance through the low-carbon","page_number":115,"box":{"x":59,"y":524,"width":818,"height":12}},{"id":"c89e3b15-d767-4745-8030-c45da1a9ceaf","block_type":"box","text":"transition, including where available, their transition plan.","page_number":115,"box":{"x":59,"y":539,"width":400,"height":12}},{"id":"dff0c467-27e5-4c92-8b91-f908c31c7a4c","block_type":"box","text":"(12), (13)","page_number":115,"box":{"x":461,"y":537,"width":49,"height":8}},{"id":"f09254ef-ed7c-4338-9731-c015b1745fc2","block_type":"box","text":"From company disclosures and engagement, we seek to","page_number":115,"box":{"x":516,"y":539,"width":393,"height":12}},{"id":"d95053f5-311f-4f79-a0bb-de5b931396c0","block_type":"box","text":"understand the strategies companies have in place to manage material risks to, and opportunities for, their long-term","page_number":115,"box":{"x":60,"y":554,"width":820,"height":13}},{"id":"7c546ee1-952d-4dbf-8e75-de4a1ed6cab4","block_type":"box","text":"business model associated with a range of climate-related scenarios.","page_number":115,"box":{"x":60,"y":569,"width":480,"height":13}},{"id":"a388d5f6-a97c-4929-97f0-7f1bf3697ae7","block_type":"box","text":"Recognizing the value of these disclosures, certain markets such as the European Union mandate large companies to disclose","page_number":115,"box":{"x":60,"y":596,"width":878,"height":12}},{"id":"e212edcd-fba8-40f6-94e2-a298776d7cac","block_type":"box","text":"such climate-related financial information, while in other jurisdictions these disclosures are viewed as best practice in the","page_number":115,"box":{"x":59,"y":611,"width":848,"height":12}},{"id":"bccf1f23-2e40-40bf-acd2-6fe5244ca08d","block_type":"box","text":"market.","page_number":115,"box":{"x":60,"y":626,"width":51,"height":10}},{"id":"197d1d96-57dc-484c-a043-b9e6e0cb3e40","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":115,"box":{"x":59,"y":682,"width":825,"height":10}},{"id":"bd268fd9-1da4-4913-919e-885c74c71aa2","block_type":"box","text":"del that","page_number":115,"box":{"x":885,"y":682,"width":42,"height":8}},{"id":"4aaaa25d-5f07-45ce-b49f-948401bdd0f3","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":115,"box":{"x":92,"y":695,"width":826,"height":10}},{"id":"66f61f4c-e294-4e8a-80ef-f7efd5918fba","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":115,"box":{"x":92,"y":707,"width":832,"height":10}},{"id":"ccd9c7f4-2dbb-4a26-88a8-5e4d53b64388","block_type":"box","text":"which a company operates, customer loyalty, and relationships with regulators.","page_number":115,"box":{"x":91,"y":720,"width":443,"height":10}},{"id":"f0422d9f-a242-46d4-b13d-1c5899a27377","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":115,"box":{"x":59,"y":735,"width":831,"height":10}},{"id":"e9984914-c9a3-4adf-b755-ae43bbfe5632","block_type":"box","text":"ld on","page_number":115,"box":{"x":892,"y":735,"width":27,"height":8}},{"id":"0ef4a225-d458-407b-8e08-837cafeede6a","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":115,"box":{"x":91,"y":748,"width":839,"height":9}},{"id":"ce443b21-6d31-4025-b2c1-f0d3037543a8","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":115,"box":{"x":92,"y":760,"width":821,"height":10}},{"id":"9f68a4db-8362-43a6-94bb-a957882ab147","block_type":"box","text":"dards S1 “General Requirements for Disclosure of Sustainability-related Financial Information” and S2 “Climate-related Disclosures.” Websites","page_number":115,"box":{"x":92,"y":773,"width":794,"height":10}},{"id":"55fe2777-3f14-4fbe-b83b-bf2497ebd2bf","block_type":"box","text":"accessed in December 2025.","page_number":115,"box":{"x":92,"y":785,"width":159,"height":8}},{"id":"998a6935-4433-4407-a2cd-2414bfac5b6e","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":115,"box":{"x":59,"y":800,"width":852,"height":10}},{"id":"f5cd22c2-9ef3-44ba-b651-18e78ad55631","block_type":"box","text":"uire","page_number":115,"box":{"x":913,"y":801,"width":20,"height":7}},{"id":"f5211c53-15de-4074-9077-ded8c45286d1","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":115,"box":{"x":91,"y":813,"width":832,"height":10}},{"id":"ae555436-9091-48d6-aa80-b1a94fa3ff51","block_type":"box","text":"for","page_number":115,"box":{"x":923,"y":816,"width":11,"height":5}},{"id":"1fc27116-16f9-4a1e-ad2d-cab033abeab2","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":115,"box":{"x":92,"y":826,"width":837,"height":10}},{"id":"a5652ae9-3ecf-42bf-90fe-02ed7e8bee03","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":115,"box":{"x":91,"y":838,"width":828,"height":10}},{"id":"05b25c81-569b-42f3-bcab-07c0e868b255","block_type":"box","text":"ins","page_number":115,"box":{"x":920,"y":839,"width":15,"height":7}},{"id":"f05d28dc-8112-4047-9fbf-58b935dba58b","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":115,"box":{"x":92,"y":851,"width":840,"height":10}},{"id":"462fd8ff-2682-48e3-9710-16d6de4a8ce9","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":115,"box":{"x":92,"y":863,"width":835,"height":10}},{"id":"96fbd760-9bf6-4bd4-bf64-4e6a5a192fb9","block_type":"box","text":"their planned actions and resource implications. Website accessed in December 2025.","page_number":115,"box":{"x":91,"y":876,"width":481,"height":10}},{"id":"7cf36319-1c46-47e4-ae51-22f402fcc446","block_type":"box","text":"(13) For more information, please see our commentary “Climate-related risks and a low-carbon transition,” December 2025.","page_number":115,"box":{"x":59,"y":891,"width":701,"height":10}},{"id":"67b0c67c-faab-4868-888a-5787fb5751bc","block_type":"box","text":"A-29","page_number":115,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"b47013b3-9a64-43ba-aa9e-8cdaf158516c","block_type":"box","text":"The ISSB standards provide one such framework that can assist investors in assessing company-specific climate-related risks","page_number":116,"box":{"x":59,"y":67,"width":875,"height":12}},{"id":"318db531-b4a9-4569-9799-c76f65e81002","block_type":"box","text":"and opportunities, and informing investment decisions. Such disclosures also provide investors with insights into how","page_number":116,"box":{"x":59,"y":82,"width":825,"height":12}},{"id":"97609153-bea4-4ab8-93db-d4b4e5a60d07","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":116,"box":{"x":59,"y":97,"width":842,"height":12}},{"id":"c37bda90-cbbc-4425-8792-b0a2d405ee55","block_type":"box","text":"emissions or emissions intensities to the extent financially practicable.","page_number":116,"box":{"x":59,"y":112,"width":491,"height":12}},{"id":"bd0e8dcb-9ff5-4118-a2ab-0c9cd9651c71","block_type":"box","text":"The ISSB standards, for example, contemplate disclosures on how companies are setting short-, medium- and long-term","page_number":116,"box":{"x":59,"y":138,"width":846,"height":13}},{"id":"675b5313-1a7a-47da-ae2f-7d02d25bcdd6","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":116,"box":{"x":59,"y":154,"width":860,"height":12}},{"id":"44507fd0-2ca7-454e-bdff-83875c84a329","block_type":"box","text":"reductions and to demonstrate how their targets are consistent with the long-term financial interests of their investors.","page_number":116,"box":{"x":60,"y":169,"width":832,"height":12}},{"id":"35216642-2206-4fdf-be2a-3d99e52b6a23","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":116,"box":{"x":59,"y":195,"width":870,"height":12}},{"id":"92b5c8ca-d2aa-49e8-bf26-6eb8006b66f3","block_type":"box","text":"3 emissions differently from scopes 1 and 2, given methodological complexity, regulatory uncertainty, concerns about","page_number":116,"box":{"x":59,"y":210,"width":825,"height":13}},{"id":"b39da777-c4d3-4796-85e1-d718fdc0e863","block_type":"box","text":"double-counting, and lack of direct control by companies. We welcome disclosures and commitments that companies","page_number":116,"box":{"x":59,"y":225,"width":828,"height":13}},{"id":"6eaa581e-7956-42b6-b2f5-1a5af5538ef1","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":116,"box":{"x":59,"y":240,"width":817,"height":13}},{"id":"e5a6eddf-aa65-4fe2-a156-1cb16d684c2d","block_type":"box","text":"methodology develops.","page_number":116,"box":{"x":60,"y":256,"width":162,"height":12}},{"id":"64903c78-480c-4c5d-be5c-f91c70493e47","block_type":"box","text":"In addition to climate-related risks and opportunities, for companies whose strategies, operations or supply chains are","page_number":116,"box":{"x":60,"y":282,"width":826,"height":12}},{"id":"de3ed670-551b-4162-bf9a-73916adcf7af","block_type":"box","text":"materially reliant on natural capital, nature-related risks and opportunities may affect their ability to generate long-term","page_number":116,"box":{"x":60,"y":297,"width":835,"height":13}},{"id":"34edf970-c6ed-4ae3-ae19-0ad7377da8e5","block_type":"box","text":"financial returns.","page_number":116,"box":{"x":59,"y":312,"width":116,"height":10}},{"id":"48346f7b-fac2-47a5-a0d1-acb8c2e6ee9b","block_type":"box","text":"(14)","page_number":116,"box":{"x":177,"y":310,"width":20,"height":8}},{"id":"0dda3ed5-b3be-452f-9111-18da968e27e7","block_type":"box","text":"For these companies, we rely on disclosures to understand how their strategies consider nature-related","page_number":116,"box":{"x":203,"y":312,"width":722,"height":13}},{"id":"5048441c-ccfb-4b50-8d39-8346c552aa6f","block_type":"box","text":"impacts and dependencies and to assess how the board oversees these risks.","page_number":116,"box":{"x":60,"y":327,"width":538,"height":13}},{"id":"b151c2db-dae9-438c-abef-b8ea044f615e","block_type":"box","text":"(15)","page_number":116,"box":{"x":600,"y":325,"width":20,"height":8}},{"id":"c25c5a69-fa1d-4e9a-bbe2-4f9d4773f478","block_type":"box","text":"Companies’ impact on their workforce, supply chains, and communities","page_number":116,"box":{"x":76,"y":354,"width":519,"height":12}},{"id":"bd7422bc-4a85-467c-9b39-f730db19fef0","block_type":"box","text":"Companies determine their key stakeholders based on what is material to their business and long-term financial","page_number":116,"box":{"x":59,"y":380,"width":784,"height":13}},{"id":"43bef036-3bae-4cdc-bc36-7946aa5b7c7c","block_type":"box","text":"performance. For many companies, key stakeholders include employees, business supply chains, clients and consumers,","page_number":116,"box":{"x":59,"y":395,"width":842,"height":13}},{"id":"292a6a54-8b0e-4dd5-96a2-c79c9957385e","block_type":"box","text":"regulators, and the communities in which they operate.","page_number":116,"box":{"x":60,"y":411,"width":387,"height":12}},{"id":"358a52cd-fa99-4764-b6c2-75a4ee81675a","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":116,"box":{"x":60,"y":437,"width":847,"height":12}},{"id":"5a257524-4deb-44a9-889c-acbf81a7afaf","block_type":"box","text":"deliver durable, long-term financial performance. By contrast, we have found that poor relationships may create adverse","page_number":116,"box":{"x":59,"y":452,"width":840,"height":12}},{"id":"877cc250-3a54-4f3d-a002-28183944cb2b","block_type":"box","text":"impacts that could expose companies to legal, regulatory, operational, and reputational risks. This is particularly relevant to a","page_number":116,"box":{"x":60,"y":467,"width":872,"height":13}},{"id":"7726b1e5-b9be-4fac-806e-033646a45869","block_type":"box","text":"company’s workforce, which is central to long-term financial value creation.","page_number":116,"box":{"x":59,"y":482,"width":531,"height":13}},{"id":"051b7970-fbd2-4b9d-b67d-19e2672ed934","block_type":"box","text":"(16)","page_number":116,"box":{"x":592,"y":480,"width":20,"height":8}},{"id":"15807d17-ca80-434d-8f9b-242e1c82ec1c","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":116,"box":{"x":59,"y":509,"width":843,"height":12}},{"id":"305a9e02-ff48-4884-96fd-746494c8b9eb","block_type":"box","text":"their key stakeholders and considered their interests in business decision-making. In addition to understanding broader","page_number":116,"box":{"x":59,"y":524,"width":836,"height":12}},{"id":"53750e7b-2396-4977-9853-a273235f4c76","block_type":"box","text":"stakeholder relationships, BIS finds it helpful when companies discuss how they consider the needs of their workforce today,","page_number":116,"box":{"x":59,"y":539,"width":871,"height":12}},{"id":"365a258d-546d-4912-b816-910bd62ae719","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":116,"box":{"x":59,"y":554,"width":875,"height":13}},{"id":"df755e33-e37a-4e76-9b58-bb04cc3afcca","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":116,"box":{"x":59,"y":569,"width":861,"height":13}},{"id":"09eae233-a513-41c7-9beb-a70754f0295d","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":116,"box":{"x":59,"y":584,"width":837,"height":13}},{"id":"2dea63aa-c2f6-4b14-b8b3-4cbc8db27a45","block_type":"box","text":"management and the board.","page_number":116,"box":{"x":60,"y":600,"width":198,"height":12}},{"id":"19eea5a7-8e05-48b4-83e8-2170ee334630","block_type":"box","text":"In addition, we find it helpful when companies disclose their approach to addressing material adverse impacts that could","page_number":116,"box":{"x":60,"y":626,"width":844,"height":12}},{"id":"02406bb1-f976-4b35-97d1-b4385124120a","block_type":"box","text":"arise from their business practices and affect critical relationships with their stakeholders. We encourage companies to","page_number":116,"box":{"x":59,"y":641,"width":830,"height":12}},{"id":"83dee1b6-9f42-4d65-86d4-f3ffa7a2704d","block_type":"box","text":"implement, to the extent appropriate, monitoring processes (often referred to as due diligence) to identify and mitigate","page_number":116,"box":{"x":60,"y":656,"width":833,"height":13}},{"id":"4d062ee4-3deb-47c8-aa12-8d376acb4785","block_type":"box","text":"potential adverse impacts and grievance mechanisms to remediate any actual adverse material impacts.","page_number":116,"box":{"x":59,"y":671,"width":728,"height":13}},{"id":"559b8cf0-0482-4ace-89f9-d4a7f100a49b","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":116,"box":{"x":59,"y":698,"width":837,"height":12}},{"id":"42f4cdd2-a2a2-4228-8ce9-9a9a120404f8","block_type":"box","text":"convey concerns about board oversight in our voting on director elections or supporting a business relevant shareholder","page_number":116,"box":{"x":59,"y":713,"width":843,"height":12}},{"id":"ba3868d5-1f66-47c4-8df8-a7392681c079","block_type":"box","text":"proposal when, in our assessment, the board is not acting in shareholders’ long-term financial interests.","page_number":116,"box":{"x":59,"y":728,"width":726,"height":12}},{"id":"2cd3a8f3-8805-463e-9543-8009484d6b4b","block_type":"box","text":"BlackRock’s oversight of its investment stewardship activities","page_number":116,"box":{"x":60,"y":754,"width":441,"height":13}},{"id":"baf3e445-d1ab-40e0-84f9-cbdda2132a83","block_type":"box","text":"BIS’ governance structure supports oversight and accountability of stewardship-related activities on behalf of clients at the","page_number":116,"box":{"x":60,"y":781,"width":858,"height":12}},{"id":"49cfd410-4958-4a56-9c3b-7a0ade2f6b0c","block_type":"box","text":"global and regional level.","page_number":116,"box":{"x":59,"y":796,"width":172,"height":12}},{"id":"a86aa430-a7f6-4e03-83d1-0dc2d5642217","block_type":"box","text":"(14) For more information, please see our commentary “Our approach to engagement on natural capital,” December 2025.","page_number":116,"box":{"x":59,"y":823,"width":695,"height":10}},{"id":"5108cad3-d926-4010-9881-127919221512","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":116,"box":{"x":59,"y":838,"width":845,"height":10}},{"id":"008c5f94-5387-440b-99fa-efc6a2fdeb01","block_type":"box","text":"en","page_number":116,"box":{"x":906,"y":841,"width":17,"height":5}},{"id":"d976256b-69ab-451c-9a7e-90c635bae808","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":116,"box":{"x":92,"y":851,"width":818,"height":10}},{"id":"c4b11551-9df2-4402-9cf6-cff29cc120a0","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":116,"box":{"x":92,"y":863,"width":825,"height":10}},{"id":"dc965cb8-2791-46ff-a96d-a2aa38928a9b","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":116,"box":{"x":92,"y":876,"width":747,"height":10}},{"id":"686aaae2-0602-48b6-9ccc-68f66ab24b21","block_type":"box","text":"(16) For more information, please see our commentary “Our approach to engagement on human capital management,” December 2025.","page_number":116,"box":{"x":59,"y":891,"width":774,"height":10}},{"id":"6da2a7ce-692c-43be-b183-96c7a2a242ff","block_type":"box","text":"A-30","page_number":116,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"b2681fa7-21a7-4b41-85dd-9c8eeb8758a2","block_type":"box","text":"At the top of this governance structure, the risk-focused BIS Global Oversight Committee (the Committee) supports BIS’","page_number":117,"box":{"x":59,"y":67,"width":840,"height":12}},{"id":"11943699-0f65-49ec-ba94-60ca389ee1ca","block_type":"box","text":"regulatory responsibilities in relation to proxy voting, including adherence to policies and procedures as well as market-level","page_number":117,"box":{"x":60,"y":82,"width":864,"height":12}},{"id":"b4fde75e-3cc2-4412-b097-9fddce002ac8","block_type":"box","text":"stewardship requirements. The Committee reviews and approves amendments to the Global Principles and regional voting","page_number":117,"box":{"x":59,"y":97,"width":858,"height":12}},{"id":"d45966dd-038d-4cd7-b9f5-4380865960ec","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":117,"box":{"x":59,"y":112,"width":824,"height":12}},{"id":"6442ee02-d5e7-4e82-889c-8684e9cf6467","block_type":"box","text":"updates on material process issues, procedural changes, and other risk oversight considerations. The Committee is chaired","page_number":117,"box":{"x":60,"y":127,"width":860,"height":12}},{"id":"51c50cb7-de75-4b82-b988-e563731deee5","block_type":"box","text":"by the Global Heads of the Investment Stewardship function and its members include senior BlackRock executives with legal,","page_number":117,"box":{"x":60,"y":142,"width":873,"height":13}},{"id":"cfd851be-3446-4e9c-8d4c-5e70410dc5aa","block_type":"box","text":"risk, and other experience relevant to team oversight who are independent from the investment stewardship function.","page_number":117,"box":{"x":60,"y":157,"width":824,"height":13}},{"id":"5c5a33d8-35b7-4fd8-93c5-07f1b2b6bacc","block_type":"box","text":"The Global Heads have primary oversight of BIS’ activities globally, including voting in accordance with the Global Principles","page_number":117,"box":{"x":59,"y":184,"width":865,"height":12}},{"id":"4e0bd638-fb76-43ad-b98a-59d7be9d734e","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":117,"box":{"x":59,"y":199,"width":845,"height":12}},{"id":"27494998-2262-43d3-a2eb-156f3f138066","block_type":"box","text":"activities for their specific markets.","page_number":117,"box":{"x":59,"y":214,"width":242,"height":12}},{"id":"28f0c7f9-8bfe-470b-af2d-a6126d6ed7a8","block_type":"box","text":"Vote execution","page_number":117,"box":{"x":59,"y":241,"width":107,"height":9}},{"id":"36955578-03dc-4d82-b983-f3cb9481af19","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":117,"box":{"x":60,"y":267,"width":874,"height":12}},{"id":"4c45a0f5-0703-4aab-beb4-94e92fa8dc81","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":117,"box":{"x":59,"y":282,"width":853,"height":12}},{"id":"8b05f230-c5bc-4661-9031-5b502d67a4b7","block_type":"box","text":"issues arise (see below). The BIS Benchmark Policies – and the vote decisions made consistent with those policies – reflect","page_number":117,"box":{"x":60,"y":297,"width":855,"height":13}},{"id":"2b995a93-3b8b-4b67-8b36-f751961e5b23","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":117,"box":{"x":59,"y":312,"width":866,"height":13}},{"id":"ebf7634a-ca9b-42ce-9d1a-53234bf1a75d","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":117,"box":{"x":60,"y":327,"width":874,"height":13}},{"id":"3779445e-54c6-4610-b913-2cd99ac0cc92","block_type":"box","text":"affiliates, or BlackRock employees (see “Conflicts management policies and procedures,” below).","page_number":117,"box":{"x":59,"y":343,"width":677,"height":12}},{"id":"7d1903bf-5b63-42a3-9864-94cbc3162da4","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":117,"box":{"x":60,"y":369,"width":843,"height":12}},{"id":"7f049bbc-02c5-4f89-aeb2-3a1d7c9d142c","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":117,"box":{"x":59,"y":384,"width":876,"height":12}},{"id":"46359c01-58f2-45b3-b459-9e39e5098ed3","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":117,"box":{"x":59,"y":399,"width":819,"height":13}},{"id":"830ea8e3-35f9-4515-81cb-a33c3834f3f2","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":117,"box":{"x":60,"y":414,"width":877,"height":13}},{"id":"a086b19b-8b6c-48da-ab4a-f0fb284d40af","block_type":"box","text":"which votes are submitted until after the after the shareholder meeting has occurred); 5) potential difficulties in translating","page_number":117,"box":{"x":59,"y":429,"width":859,"height":13}},{"id":"1601757a-23ce-4ef5-8564-7a4aee1a9bc0","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":117,"box":{"x":59,"y":445,"width":863,"height":12}},{"id":"01c0ae4c-e0b2-41b9-8f4b-4abc554f5a6a","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":117,"box":{"x":60,"y":460,"width":807,"height":12}},{"id":"8e70bcd5-8a93-4c53-9c9f-6a62ac7c34b7","block_type":"box","text":"burdensome administrative requirements.","page_number":117,"box":{"x":60,"y":475,"width":292,"height":12}},{"id":"899fc7c4-f21f-4339-af27-4a5f93e80834","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":117,"box":{"x":60,"y":501,"width":817,"height":13}},{"id":"d0dad130-cc3b-4dc5-9b05-b8e608cabe99","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":117,"box":{"x":60,"y":516,"width":868,"height":13}},{"id":"faa5783a-b9e7-47c0-8f7c-cedec7e60e4f","block_type":"box","text":"opportunity costs associated with share-blocking constraints) associated with exercising a vote are expected to outweigh the","page_number":117,"box":{"x":59,"y":531,"width":879,"height":13}},{"id":"1eedcce4-d8cd-4ee7-95ad-aa74e2acd8b4","block_type":"box","text":"benefit the client would derive by voting on the proposal.","page_number":117,"box":{"x":60,"y":547,"width":397,"height":12}},{"id":"3a2add08-d9ac-4ba9-ae31-64f43d7206e5","block_type":"box","text":"Conflicts management policies and procedures","page_number":117,"box":{"x":59,"y":573,"width":341,"height":12}},{"id":"3d56a2ed-4b20-497c-845e-34fcb73bdbd2","block_type":"box","text":"BIS is a dedicated function whose responsibilities are separate from BlackRock’s sales, business partnership or enterprise","page_number":117,"box":{"x":60,"y":600,"width":849,"height":12}},{"id":"89050c9c-b8c8-4540-a60d-e4317f5020f6","block_type":"box","text":"level vendor management activities.","page_number":117,"box":{"x":60,"y":615,"width":250,"height":12}},{"id":"890c3213-0159-4d95-b3f6-8041f63bfc2c","block_type":"box","text":"BlackRock maintains policies and procedures that are designed to prevent undue influence on BIS’ proxy voting activity. Such","page_number":117,"box":{"x":60,"y":641,"width":873,"height":12}},{"id":"707ab132-1c6d-48c2-b021-1c3757896565","block_type":"box","text":"influence might stem from any relationship between the investee company (or any shareholder proponent or dissident","page_number":117,"box":{"x":60,"y":656,"width":829,"height":13}},{"id":"77bc5db7-1f9d-406c-959d-6786b29c027c","block_type":"box","text":"shareholder) and BlackRock, BlackRock’s affiliates, a Fund or a Fund’s affiliates, or BlackRock employees.","page_number":117,"box":{"x":59,"y":671,"width":730,"height":13}},{"id":"c9378831-720e-4dd9-8d6f-da2cdeb6301d","block_type":"box","text":"For information on how BIS manages conflicts of interest, please see our disclosure.","page_number":117,"box":{"x":60,"y":698,"width":584,"height":12}},{"id":"36cefd36-a047-46df-9e5c-576e2f083855","block_type":"box","text":"Securities lending","page_number":117,"box":{"x":59,"y":724,"width":128,"height":13}},{"id":"c8da1bc1-e977-4a3e-b8f5-5b33cca70bdd","block_type":"box","text":"When authorized, BlackRock acts as a securities lending agent on behalf of its clients. Lending securities enables BlackRock","page_number":117,"box":{"x":59,"y":751,"width":863,"height":12}},{"id":"e73c4c18-c1ef-48d6-aa0b-a0910cf55c1f","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":117,"box":{"x":59,"y":766,"width":851,"height":12}},{"id":"3ff09b10-9dc2-4ef9-878d-c12f532448b3","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":117,"box":{"x":59,"y":781,"width":845,"height":12}},{"id":"6feab3bb-8883-47c6-9319-efecdc3418d2","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":117,"box":{"x":59,"y":796,"width":850,"height":12}},{"id":"3b7f925e-7d3a-4597-a053-7ed411399b61","block_type":"box","text":"industry standard legal agreements.","page_number":117,"box":{"x":60,"y":811,"width":250,"height":13}},{"id":"0c5fd5f5-88e4-41bb-bae8-b393ae034ce0","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":117,"box":{"x":59,"y":838,"width":866,"height":12}},{"id":"6bb4f96a-7867-4697-b2d8-0dc9c7c656e5","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":117,"box":{"x":59,"y":853,"width":828,"height":12}},{"id":"49eb5f39-a5d5-4f10-8643-dab45c6679f7","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":117,"box":{"x":59,"y":868,"width":866,"height":12}},{"id":"b3fe01b6-d4b2-4250-b50b-1220c110401e","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":117,"box":{"x":59,"y":883,"width":854,"height":12}},{"id":"46a284f1-2737-4566-9f6c-7a2b31999de2","block_type":"box","text":"A-31","page_number":117,"box":{"x":482,"y":916,"width":30,"height":9}},{"id":"12b62202-2110-4fc7-81ee-f472e3eb7f3b","block_type":"box","text":"but are not limited to, assessing potential securities lending revenue alongside the potential long-term financial value to","page_number":118,"box":{"x":60,"y":67,"width":837,"height":12}},{"id":"33787cc7-f870-4540-bef3-13c105c4ccd2","block_type":"box","text":"clients of voting those securities (based on the information available at the time of recall consideration).","page_number":118,"box":{"x":59,"y":82,"width":726,"height":12}},{"id":"57101f64-5169-497c-9615-bf6d891a7ed4","block_type":"box","text":"(17)","page_number":118,"box":{"x":787,"y":80,"width":20,"height":8}},{"id":"d54cd73f-acdd-4c4a-8254-c5a9ecdb046c","block_type":"box","text":"BIS works with","page_number":118,"box":{"x":813,"y":82,"width":101,"height":9}},{"id":"4055161e-fe64-41b3-bc92-9c5a31a4adc2","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":118,"box":{"x":59,"y":97,"width":873,"height":12}},{"id":"aee80733-1a2b-41e5-bf95-2085676824be","block_type":"box","text":"recalling shares on loan.","page_number":118,"box":{"x":60,"y":112,"width":167,"height":12}},{"id":"f8769065-3444-4ee9-b4bd-58763e296b00","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":118,"box":{"x":60,"y":138,"width":872,"height":13}},{"id":"c5b43824-a4c3-41a7-a238-c3a89626b7b1","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":118,"box":{"x":60,"y":154,"width":866,"height":12}},{"id":"825de9e8-261b-4b8e-afbe-f22a992dff21","block_type":"box","text":"independent business judgment as a fiduciary, that the value of voting outweighs the securities lending revenue loss to","page_number":118,"box":{"x":60,"y":169,"width":831,"height":12}},{"id":"92849cc6-645b-484c-ba90-0a539cc9b4ac","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":118,"box":{"x":59,"y":184,"width":860,"height":12}},{"id":"8cf59e7d-50b5-4deb-a9d8-4793a8fa2a2e","block_type":"box","text":"assets in the market at any given time are not out on loan.","page_number":118,"box":{"x":59,"y":199,"width":406,"height":12}},{"id":"7bb3bd2f-66d6-40d6-b351-e9e6383103a0","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":118,"box":{"x":60,"y":225,"width":840,"height":13}},{"id":"713edd64-ad0c-43ac-b9b8-eefc87eb4af2","block_type":"box","text":"modify it as necessary.","page_number":118,"box":{"x":60,"y":240,"width":156,"height":13}},{"id":"2bb9aa4a-e4ec-4ad1-917b-804347e980bf","block_type":"box","text":"Voting Choice","page_number":118,"box":{"x":59,"y":267,"width":100,"height":12}},{"id":"2d5f05b7-f489-4c8f-8d4e-4e11dd602756","block_type":"box","text":"BlackRock offers Voting Choice, a program that provides eligible clients with more opportunities to participate in the proxy","page_number":118,"box":{"x":60,"y":293,"width":855,"height":13}},{"id":"b5f78f43-b670-47d4-96bf-f8869658bd7c","block_type":"box","text":"voting process, where legally and operationally viable.","page_number":118,"box":{"x":59,"y":308,"width":376,"height":13}},{"id":"260f6304-b13d-40e7-bb3b-1e61d2e75f87","block_type":"box","text":"(18)","page_number":118,"box":{"x":437,"y":306,"width":20,"height":9}},{"id":"1f81b9b0-23f6-4483-a19b-d63929e811ad","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":118,"box":{"x":59,"y":335,"width":848,"height":12}},{"id":"3e855db1-cf67-4b94-9ee4-2abc3a090a23","block_type":"box","text":"Canada, and Switzerland that utilize index equity investment strategies, as well as eligible clients in certain institutional","page_number":118,"box":{"x":59,"y":350,"width":828,"height":12}},{"id":"7d25a9ce-98ba-47d7-bcff-d5a03e62261b","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":118,"box":{"x":59,"y":365,"width":811,"height":13}},{"id":"552e350a-8e11-4aa7-997c-b9ba9596f895","block_type":"box","text":"institutional clients in separately managed accounts (SMAs) continue to be eligible for BlackRock Voting Choice regardless of","page_number":118,"box":{"x":60,"y":380,"width":877,"height":13}},{"id":"f882015e-c38e-4661-b723-ab87a3854570","block_type":"box","text":"their investment strategies.","page_number":118,"box":{"x":59,"y":395,"width":189,"height":13}},{"id":"7c2bf36b-5f0b-4d66-bcd5-f50c1fc1de0d","block_type":"box","text":"(19)","page_number":118,"box":{"x":250,"y":393,"width":20,"height":8}},{"id":"fb0bc879-7983-4d2c-b30b-3ecdd65180fd","block_type":"box","text":"Voting Choice is also available for eligible U.S. retail shareholder accounts invested in","page_number":118,"box":{"x":275,"y":395,"width":591,"height":13}},{"id":"909baf49-9a3b-40c5-a867-06d57d941ab3","block_type":"box","text":"BlackRock’s largest U.S. exchange-traded fund.","page_number":118,"box":{"x":60,"y":411,"width":327,"height":12}},{"id":"a2deaf08-3dcb-4f7f-9dba-e76149e7c1cc","block_type":"box","text":"(20)","page_number":118,"box":{"x":389,"y":409,"width":21,"height":8}},{"id":"a34c8dc8-8539-467e-a10e-4c01ac182ab1","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":118,"box":{"x":59,"y":437,"width":859,"height":12}},{"id":"a2039be4-95a7-4a41-90e0-7df97b7ba979","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":118,"box":{"x":59,"y":452,"width":864,"height":12}},{"id":"ed77b5c2-7a85-42cd-a8b7-3a196bccd1b6","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":118,"box":{"x":59,"y":467,"width":863,"height":13}},{"id":"20d7e148-a654-4e0c-9714-97d6fe801390","block_type":"box","text":"because of Voting Choice.","page_number":118,"box":{"x":60,"y":482,"width":180,"height":13}},{"id":"9322eb8c-5f36-4af0-8e09-9d997bfffab4","block_type":"box","text":"(21)","page_number":118,"box":{"x":242,"y":480,"width":20,"height":8}},{"id":"2ca4c602-481e-4a87-b1f8-2d7d1ba0fd53","block_type":"box","text":"Reporting and vote transparency","page_number":118,"box":{"x":60,"y":509,"width":236,"height":12}},{"id":"d7c4bd23-b787-48a3-b1c5-6d07b5ae095c","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":118,"box":{"x":59,"y":535,"width":805,"height":13}},{"id":"79e78548-e4c9-46b5-b59a-ffa3ccfe25f6","block_type":"box","text":"engagement and voting policies and activities through direct communication and through disclosure on our website. We","page_number":118,"box":{"x":59,"y":550,"width":846,"height":13}},{"id":"563a1fe2-0f96-4cb9-81b0-7ad4d0120cc6","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":118,"box":{"x":60,"y":566,"width":875,"height":12}},{"id":"3b3d0a30-311e-4e9b-8223-69c9e8e80630","block_type":"box","text":"also publish commentaries to share our approach to engagement on our five engagement priorities, as well as quarterly","page_number":118,"box":{"x":59,"y":581,"width":840,"height":12}},{"id":"005cd813-e98d-4cf8-b9f3-ade2119d6d94","block_type":"box","text":"reports detailing our proxy voting and engagement activities.","page_number":118,"box":{"x":60,"y":596,"width":425,"height":12}},{"id":"c4255998-21d3-4713-abbd-629aa2becc31","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":118,"box":{"x":59,"y":743,"width":848,"height":9}},{"id":"10bb94df-8d04-47f2-9509-47648d89710c","block_type":"box","text":"ally","page_number":118,"box":{"x":909,"y":743,"width":18,"height":9}},{"id":"07e7f905-fd9d-4f88-9240-d169d4683d20","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":118,"box":{"x":91,"y":755,"width":818,"height":10}},{"id":"f32ace49-b9ac-401c-a3d9-aab02b89eb02","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":118,"box":{"x":92,"y":768,"width":831,"height":10}},{"id":"697a8cad-3451-4221-8e90-d2a30f638349","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":118,"box":{"x":92,"y":780,"width":810,"height":10}},{"id":"c7201682-6489-406a-9e05-f385eb8cabcc","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":118,"box":{"x":92,"y":793,"width":831,"height":10}},{"id":"f29e8fc4-ae2d-4fb2-9093-15d42a8bfb43","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":118,"box":{"x":91,"y":806,"width":746,"height":9}},{"id":"90f20ed3-9c96-4af9-826a-d480173fa355","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":118,"box":{"x":59,"y":821,"width":822,"height":10}},{"id":"fb04db8d-a0ee-491d-b33a-69536f60b01c","block_type":"box","text":"nsider","page_number":118,"box":{"x":883,"y":821,"width":37,"height":7}},{"id":"eb275833-11c3-482e-ab62-135f9701fe38","block_type":"box","text":"ations, operational risk and/or complexity, and financial considerations, including the decision to lend securities.","page_number":118,"box":{"x":92,"y":833,"width":629,"height":10}},{"id":"d72cd413-52f8-4174-a7c1-ee7096d431c5","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":118,"box":{"x":59,"y":848,"width":837,"height":10}},{"id":"0b46990e-6437-4d0d-88e1-bf6e094ba2f7","block_type":"box","text":"s from","page_number":118,"box":{"x":897,"y":848,"width":35,"height":8}},{"id":"6d09d54f-f763-47b4-ad2f-a708a0aec6da","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":118,"box":{"x":91,"y":861,"width":824,"height":10}},{"id":"9d364a79-17b3-4448-8c14-93d506eb418c","block_type":"box","text":"icy.","page_number":118,"box":{"x":917,"y":862,"width":16,"height":9}},{"id":"53bbe7ee-d285-4a69-b544-06ebb61e4bae","block_type":"box","text":"(20) Read more about BlackRock Voting Choice on our website.","page_number":118,"box":{"x":59,"y":876,"width":361,"height":10}},{"id":"9297be63-94be-4f67-b659-d6c490591232","block_type":"box","text":"(21) BlackRock does not disclose client information, including a client’s selection of proxy policy, without client consent.","page_number":118,"box":{"x":59,"y":891,"width":677,"height":10}},{"id":"5bf7f650-2e38-4708-80dd-1ab6200a474e","block_type":"box","text":"A-32","page_number":118,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"2374c174-f80e-4e86-91b1-6d7750b1580f","block_type":"box","text":"Want to know more?","page_number":119,"box":{"x":59,"y":67,"width":149,"height":9}},{"id":"ab11c9ff-d8a3-48ba-8098-f11682951083","block_type":"box","text":"blackrock.com/stewardship | contactstewardship@blackrock.com","page_number":119,"box":{"x":60,"y":93,"width":463,"height":13}},{"id":"47948145-de3a-44d4-96a3-bf98845ffa04","block_type":"box","text":"This document is provided for information and educational purposes only. Investing involves risk, including the loss of","page_number":119,"box":{"x":59,"y":120,"width":826,"height":12}},{"id":"c6bf64ab-43ef-4ade-b202-9ca4e5e38dff","block_type":"box","text":"principal.","page_number":119,"box":{"x":59,"y":135,"width":63,"height":12}},{"id":"811e7eec-3a9a-4ced-8529-6119798bcfae","block_type":"box","text":"Prepared by BlackRock, Inc.","page_number":119,"box":{"x":60,"y":161,"width":190,"height":12}},{"id":"d910528a-bce3-4b69-9d0e-a5bd02dec898","block_type":"box","text":"©2025 BlackRock, Inc. All rights reserved.","page_number":119,"box":{"x":59,"y":188,"width":290,"height":12}},{"id":"616d0d77-4836-499c-9943-e02550127c36","block_type":"box","text":"BLACKROCK","page_number":119,"box":{"x":356,"y":188,"width":89,"height":9}},{"id":"51726f52-7273-40be-8e60-31418f34d5ea","block_type":"box","text":"is a trademark of BlackRock, Inc., or its subsidiaries in the United","page_number":119,"box":{"x":450,"y":188,"width":449,"height":11}},{"id":"63bebb0e-5ac9-4896-9646-5c994bffd1a1","block_type":"box","text":"States and elsewhere. All other trademarks are those of their respective owners.","page_number":119,"box":{"x":59,"y":203,"width":558,"height":12}},{"id":"1cb9f1d9-eb52-45c3-a4f8-0c7cd66ae06e","block_type":"box","text":"A-33","page_number":119,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"6160460a-0d5a-44c4-9983-404e02b14576","block_type":"box","text":"BlackRock Investment Stewardship","page_number":120,"box":{"x":198,"y":67,"width":603,"height":30}},{"id":"23062007-5ca1-40cc-b10b-b153a5f3a3b8","block_type":"box","text":"Climate and Decarbonization Stewardship Guidelines","page_number":120,"box":{"x":59,"y":111,"width":383,"height":12}},{"id":"01f75632-b64e-4890-b4d7-1f1f56ea403a","block_type":"box","text":"Effective as of January 2026","page_number":120,"box":{"x":76,"y":137,"width":198,"height":13}},{"id":"71d23e9c-d5af-4c03-98dd-10fe2c9c6263","block_type":"box","text":"Introduction to BlackRock Investment Stewardship","page_number":120,"box":{"x":140,"y":199,"width":354,"height":12}},{"id":"3ade40f8-21e4-49cb-ad83-2a0859111d7f","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-34","page_number":120,"box":{"x":501,"y":199,"width":357,"height":10}},{"id":"d79441a9-88fb-43db-8bd3-b31634ed13c2","block_type":"box","text":"Stewardship for clients with investment objectives relating to the low-carbon transition","page_number":120,"box":{"x":139,"y":218,"width":609,"height":12}},{"id":"0af75560-2898-4360-a4c7-0dc72f832f51","block_type":"box","text":". . . . . . . . . . .A-34","page_number":120,"box":{"x":755,"y":218,"width":103,"height":10}},{"id":"3251dd48-ed40-4c91-91fa-05aaa29858da","block_type":"box","text":"The Climate and Decarbonization Stewardship Guidelines","page_number":120,"box":{"x":139,"y":237,"width":402,"height":12}},{"id":"cab49d49-8c96-4f0e-8f25-76967ea89a86","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-35","page_number":120,"box":{"x":547,"y":237,"width":311,"height":9}},{"id":"cf2cd1a6-aa88-45f1-8aa1-e1beab8a5124","block_type":"box","text":"Understanding the investment implications of the transition to a low-carbon economy","page_number":120,"box":{"x":140,"y":256,"width":603,"height":12}},{"id":"880e3aac-3ede-432a-a551-6e5c364833a3","block_type":"box","text":". . . . . . . . . . . .A-35","page_number":120,"box":{"x":749,"y":256,"width":109,"height":9}},{"id":"21dfbbbc-4886-49c2-828a-ec1130b3ef09","block_type":"box","text":"The Guidelines’ design principles. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-36","page_number":120,"box":{"x":139,"y":274,"width":719,"height":13}},{"id":"126a2bba-9c50-4934-a664-12fea097ecf3","block_type":"box","text":"Voting approach under the Guidelines","page_number":120,"box":{"x":139,"y":293,"width":265,"height":13}},{"id":"92514ec8-d44b-4f76-8fac-f68c736c943a","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-36","page_number":120,"box":{"x":410,"y":294,"width":448,"height":9}},{"id":"c2ba75cb-270d-4219-9403-19f273be3507","block_type":"box","text":"Related matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-40","page_number":120,"box":{"x":140,"y":312,"width":718,"height":10}},{"id":"168bb678-7cf8-484a-8ed8-00143bd362bd","block_type":"box","text":"Appendix 1","page_number":120,"box":{"x":139,"y":331,"width":77,"height":13}},{"id":"c43a260e-5461-41c6-ba19-9d8f5a5bfd4f","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-41","page_number":120,"box":{"x":221,"y":332,"width":634,"height":9}},{"id":"31b4fa1d-a603-4689-aa8a-d37cab971071","block_type":"box","text":"Appendix 2","page_number":120,"box":{"x":139,"y":350,"width":79,"height":12}},{"id":"64faa506-c6f6-40b7-a3b6-25e6306badf1","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-42","page_number":120,"box":{"x":221,"y":351,"width":637,"height":9}},{"id":"2e83b70a-d598-4b93-a174-a919fa387e3d","block_type":"box","text":"Introduction to BlackRock Investment Stewardship","page_number":120,"box":{"x":60,"y":383,"width":365,"height":12}},{"id":"6c659376-9547-4511-94fe-2740c5b15330","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":120,"box":{"x":59,"y":424,"width":842,"height":13}},{"id":"df694510-d93a-4d6d-8da6-8cb3486d61de","block_type":"box","text":"policies to reflect clients’ individual investment choices and goals.","page_number":120,"box":{"x":59,"y":440,"width":459,"height":12}},{"id":"d9c7c289-7440-487b-8ce1-211709a81f94","block_type":"box","text":"BlackRock Investment Stewardship (BIS) is responsible for stewardship activities in relation to clients’ assets invested in index","page_number":120,"box":{"x":60,"y":466,"width":876,"height":12}},{"id":"8759418a-845e-4e60-a126-504965cc4619","block_type":"box","text":"equity strategies. BIS takes a long-term approach in our stewardship efforts, reflecting the investment horizons of the","page_number":120,"box":{"x":59,"y":481,"width":819,"height":12}},{"id":"758895bd-a5e7-41f7-aa82-a353b88fad78","block_type":"box","text":"majority of our clients. 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transition across","page_number":122,"box":{"x":91,"y":205,"width":822,"height":13}},{"id":"ef64854f-0f80-4f92-bf1e-2751e82b2d3f","block_type":"box","text":"sectors and markets:","page_number":122,"box":{"x":92,"y":220,"width":149,"height":10}},{"id":"873bf607-5b7d-4361-908c-161e84995efb","block_type":"box","text":"The Guidelines take into consideration the varying speeds at which sectors and markets are","page_number":122,"box":{"x":246,"y":220,"width":642,"height":13}},{"id":"a67ab091-c1e1-40a4-a11e-e019f99f16ae","block_type":"box","text":"decarbonizing based on technological feasibility, consumer demand, government policy, regulatory frameworks and","page_number":122,"box":{"x":92,"y":235,"width":810,"height":13}},{"id":"ba3966f6-94d1-45f8-8391-edb5fe6badc2","block_type":"box","text":"other factors. Further, the Guidelines recognize that these factors are uncertain and dynamic.","page_number":122,"box":{"x":92,"y":251,"width":650,"height":12}},{"id":"33a767cf-168b-4c42-8259-9f18a597672a","block_type":"box","text":"•","page_number":122,"box":{"x":59,"y":274,"width":4,"height":3}},{"id":"a44bb2c5-c850-4fe9-8a25-626e58b9c580","block_type":"box","text":"Take a long-term, pragmatic approach to the low-carbon transition that minimizes disruption to portfolio companies","page_number":122,"box":{"x":91,"y":271,"width":843,"height":12}},{"id":"135e8c64-cc68-40a0-814f-4270f69c768a","block_type":"box","text":"and their key stakeholders:","page_number":122,"box":{"x":92,"y":286,"width":193,"height":12}},{"id":"399ab404-fab8-44c2-992c-77d8ec0c8bb8","block_type":"box","text":"The Guidelines recognize the challenges that many companies face in adapting their","page_number":122,"box":{"x":290,"y":286,"width":591,"height":12}},{"id":"6e49b804-4880-44a7-92bc-f856226f726a","block_type":"box","text":"business models to the low-carbon transition. It reflects a view that a smooth transition — where companies adapt","page_number":122,"box":{"x":92,"y":301,"width":806,"height":12}},{"id":"258835bf-298d-42d2-84cd-7bc553f5de37","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":122,"box":{"x":91,"y":316,"width":845,"height":12}},{"id":"1f48cf79-eff2-4280-9dd1-27841e72fd45","block_type":"box","text":"stakeholders than a disorderly transition. Further, the Guidelines consider the differences between the actions and","page_number":122,"box":{"x":92,"y":331,"width":796,"height":13}},{"id":"ff87eef4-5dac-494f-83a8-5171587db203","block_type":"box","text":"outcomes over which company management has influence, and those it does not.","page_number":122,"box":{"x":92,"y":346,"width":575,"height":13}},{"id":"d16f921d-23c1-4b10-a46e-ebf941f403c7","block_type":"box","text":"•","page_number":122,"box":{"x":59,"y":370,"width":4,"height":3}},{"id":"8a2cfc3e-2c67-4ff8-98c7-1dcbbcbfec16","block_type":"box","text":"Focus on useful, contextualized disclosures that help inform investors views, while recognizing data limitations:","page_number":122,"box":{"x":92,"y":366,"width":804,"height":13}},{"id":"5faf909d-a110-405c-a767-1e8d0178cca6","block_type":"box","text":"Under the Guidelines, the dedicated team looks for disclosures that outline key milestones and dependencies","page_number":122,"box":{"x":92,"y":382,"width":763,"height":12}},{"id":"e2227154-6295-40d6-a306-6f119e686e24","block_type":"box","text":"underpinning the company’s low-carbon transition strategy, explain the trade-offs required to adapt the business model,","page_number":122,"box":{"x":92,"y":397,"width":843,"height":12}},{"id":"5a632902-55ed-4cee-9a64-254d9336c03d","block_type":"box","text":"and include relevant data and narrative.","page_number":122,"box":{"x":92,"y":412,"width":276,"height":10}},{"id":"4cdb2f7b-8d5a-498b-a005-7f118af18c4e","block_type":"box","text":"•","page_number":122,"box":{"x":59,"y":436,"width":4,"height":3}},{"id":"86e3bb93-7718-4c77-b650-8e994cf82ae9","block_type":"box","text":"Consistency with the participating clients’ position as a minority investor:","page_number":122,"box":{"x":92,"y":432,"width":529,"height":12}},{"id":"a59e32de-d937-4edf-b6db-2df042b871e6","block_type":"box","text":"The boards and executive leadership of","page_number":122,"box":{"x":626,"y":432,"width":276,"height":12}},{"id":"962dfe53-a7c4-4394-aa08-dc02c292d78e","block_type":"box","text":"companies determine a company’s strategy and its implementation. Under the Guidelines, the dedicated team makes","page_number":122,"box":{"x":92,"y":447,"width":821,"height":12}},{"id":"c416f310-b7f9-4e44-8043-cb00a173b456","block_type":"box","text":"decisions on how to engage companies and vote proxies independently, based on its professional judgment of the","page_number":122,"box":{"x":92,"y":462,"width":798,"height":13}},{"id":"3c289154-d655-47e4-9aeb-db75e307f2bf","block_type":"box","text":"priorities and outcomes most aligned with participating clients’ investment objectives.","page_number":122,"box":{"x":92,"y":477,"width":602,"height":13}},{"id":"af70c236-82dd-46bd-8dc0-6c1bac02effc","block_type":"box","text":"Voting approach under the Guidelines","page_number":122,"box":{"x":59,"y":504,"width":274,"height":12}},{"id":"20236b96-f8fb-4175-9a47-373732410674","block_type":"box","text":"(12)","page_number":122,"box":{"x":335,"y":502,"width":21,"height":8}},{"id":"2923d855-cf70-47e9-97ba-d21f8ed0b543","block_type":"box","text":"When evaluating each voting item across management or shareholder proposals, the dedicated team applies a case-by-case","page_number":122,"box":{"x":59,"y":530,"width":871,"height":13}},{"id":"7ef7f429-5db2-496c-9519-6bbe8ded5103","block_type":"box","text":"approach that reflects the uneven pace of the low-carbon transition across sectors and markets, and acknowledges the","page_number":122,"box":{"x":59,"y":545,"width":836,"height":13}},{"id":"08d82c64-4c02-4e0b-980e-a6285e0ee784","block_type":"box","text":"distinction between what company management can influence and what lies beyond its control. As a result, voting decisions","page_number":122,"box":{"x":59,"y":560,"width":874,"height":13}},{"id":"1fbef050-258b-4475-abf0-0c46087dcbb4","block_type":"box","text":"— on behalf of in-scope funds and SMAs — on similar proposals included on different companies’ shareholder meeting","page_number":122,"box":{"x":58,"y":576,"width":838,"height":12}},{"id":"41c9559f-6005-4ef5-9466-58a9d5cbb5a0","block_type":"box","text":"agendas may vary depending on company, sector, or market-specific circumstances.","page_number":122,"box":{"x":59,"y":591,"width":591,"height":12}},{"id":"56f73676-22dc-4e09-98e4-e63270bb7850","block_type":"box","text":"Consistent with the investment objective of each fund or account that has selected these Guidelines, the dedicated team will","page_number":122,"box":{"x":59,"y":617,"width":872,"height":13}},{"id":"52802d4a-c662-46fb-9f75-5a0d6ce0d48b","block_type":"box","text":"look to the companies to demonstrate the following:","page_number":122,"box":{"x":60,"y":632,"width":366,"height":13}},{"id":"5c8f6a31-457b-4cde-8b71-6e67be1078af","block_type":"box","text":"Corporate Disclosures","page_number":122,"box":{"x":76,"y":659,"width":159,"height":12}},{"id":"1238e076-29ad-4c81-8528-8e82e8585adb","block_type":"box","text":"(13)","page_number":122,"box":{"x":237,"y":657,"width":21,"height":8}},{"id":"c00b08c3-a42d-474f-a8f0-fbe47975b549","block_type":"box","text":"In the context of these Guidelines, the dedicated team looks for companies to provide sufficient disclosure to assess whether","page_number":122,"box":{"x":60,"y":685,"width":873,"height":13}},{"id":"d7fdef13-d024-4cff-830a-8f266713a739","block_type":"box","text":"the company’s strategy is aligned with the low-carbon 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":122,"box":{"x":92,"y":838,"width":836,"height":10}},{"id":"978cf781-37f2-44af-8874-2b305a68047c","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":122,"box":{"x":92,"y":851,"width":656,"height":10}},{"id":"505debea-b87d-434e-a1f8-e3ee98f20ed5","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":122,"box":{"x":59,"y":866,"width":861,"height":10}},{"id":"3387c545-dd7c-4ea5-9d4b-fcb3c92d55ed","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":122,"box":{"x":92,"y":879,"width":823,"height":9}},{"id":"85d41c90-8038-431a-ac56-bf55d94b387b","block_type":"box","text":"d","page_number":122,"box":{"x":916,"y":879,"width":11,"height":7}},{"id":"72493026-7fc8-4356-b804-cc7b7b4bf3fe","block_type":"box","text":"looking statements.","page_number":122,"box":{"x":92,"y":891,"width":110,"height":10}},{"id":"04b2a559-6f52-41c4-bcb5-9b7f7704bfb8","block_type":"box","text":"A-36","page_number":122,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"3ff1c460-3f67-4985-93fc-3816713d63a4","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":123,"box":{"x":99,"y":67,"width":797,"height":12}},{"id":"3c4a79db-3cca-4aee-8e71-71cd2ee6e71f","block_type":"box","text":"emissions by 2050, with appropriate near- and medium-term milestones to assess their progress.","page_number":123,"box":{"x":98,"y":82,"width":682,"height":12}},{"id":"4a66366d-9b43-4a6e-be86-ea40b0ff9c86","block_type":"box","text":"(2) low-carbon transition-related reporting. Standardized disclosure of sustainability-related data supports investors in","page_number":123,"box":{"x":60,"y":102,"width":842,"height":12}},{"id":"7c5baa57-f818-4a5c-823e-83d6226e9e3c","block_type":"box","text":"making informed decisions. The International Sustainability Standards Board (ISSB) standards, IFRS S1 and S2,","page_number":123,"box":{"x":99,"y":117,"width":772,"height":12}},{"id":"5c28923e-38d6-4586-aa45-91f18be332f8","block_type":"box","text":"represent one such approach to standardization that the dedicated team finds useful in its analysis.","page_number":123,"box":{"x":99,"y":132,"width":693,"height":12}},{"id":"12b84a15-240a-46a0-b7f9-f1ae663ca125","block_type":"box","text":"(14), (15)","page_number":123,"box":{"x":794,"y":130,"width":49,"height":8}},{"id":"8fecf357-2784-49ab-a802-17a289cffa4e","block_type":"box","text":"IFRS S1","page_number":123,"box":{"x":849,"y":133,"width":48,"height":9}},{"id":"d819b9cc-c86a-412e-80ee-7c4ce68d5dbb","block_type":"box","text":"addresses the general requirements of sustainability reporting and IFRS S2 sets out the disclosures that provide","page_number":123,"box":{"x":98,"y":147,"width":779,"height":13}},{"id":"a8776f18-6043-46cb-b99f-1d382dc5ff49","block_type":"box","text":"investors with decision-useful information about a company’s most significant climate- and low-carbon transition","page_number":123,"box":{"x":99,"y":162,"width":804,"height":13}},{"id":"f79be7bc-2b34-420f-bff8-232ed693eb42","block_type":"box","text":"related risks and opportunities. This includes receiving independent, third-party assurances, as audit and assurance","page_number":123,"box":{"x":99,"y":177,"width":807,"height":13}},{"id":"91ade955-702a-4c4f-b809-b69ae19d8713","block_type":"box","text":"standards are developed.","page_number":123,"box":{"x":98,"y":193,"width":174,"height":12}},{"id":"ebffd743-32d4-469b-adb0-4891e28bd2bf","block_type":"box","text":"(3) scope 1 and scope 2, and most significant scope 3 GHG emissions.","page_number":123,"box":{"x":60,"y":213,"width":506,"height":12}},{"id":"172829b3-ac45-4254-a038-cba7ff43f535","block_type":"box","text":"(16), (17)","page_number":123,"box":{"x":568,"y":211,"width":49,"height":8}},{"id":"d3fec3a8-4def-4528-8d67-c95d5bfac589","block_type":"box","text":"In addition, the dedicated team looks to","page_number":123,"box":{"x":623,"y":213,"width":278,"height":11}},{"id":"0847fb5d-8c22-48cb-afb7-8bd24207ca2a","block_type":"box","text":"companies to disclose their emissions reduction targets for scope 1 and 2 emissions, science-based where possible.","page_number":123,"box":{"x":98,"y":228,"width":811,"height":12}},{"id":"fbad5cfe-bc84-45cd-ba1e-99f918adc3d3","block_type":"box","text":"The team welcomes disclosure of targets or indicative goals, where companies have set them, for scope 3 emissions","page_number":123,"box":{"x":98,"y":243,"width":814,"height":12}},{"id":"4f255afd-8a77-44b8-87cd-c498cbe02452","block_type":"box","text":"reductions. 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For some companies that play","page_number":123,"box":{"x":98,"y":319,"width":837,"height":12}},{"id":"d9b4a752-d80c-47bc-8224-136522a85444","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":123,"box":{"x":98,"y":334,"width":833,"height":12}},{"id":"691f7d11-9a6e-4656-92de-74031b4c0156","block_type":"box","text":"the value chain. While we do not believe companies should be required to enforce emissions reduction targets outside","page_number":123,"box":{"x":98,"y":349,"width":827,"height":12}},{"id":"79caf252-8ce9-4162-a9c6-d6ca4b274475","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":123,"box":{"x":98,"y":364,"width":822,"height":12}},{"id":"8d075867-97a6-40ca-89d1-292b053a82a7","block_type":"box","text":"these cases. This may include plans and targets to grow businesses that contribute to real world decarbonization,","page_number":123,"box":{"x":98,"y":379,"width":794,"height":12}},{"id":"952b1362-d827-48e6-9682-7b4aef9ac8ef","block_type":"box","text":"forward-looking capital or procurement allocation plans to net-zero aligned activities or suppliers, and strategies to","page_number":123,"box":{"x":98,"y":394,"width":806,"height":13}},{"id":"344eaa99-eca1-4ed4-8655-b523934fa908","block_type":"box","text":"mitigate material transition risks.","page_number":123,"box":{"x":99,"y":409,"width":229,"height":13}},{"id":"5c20497d-d154-46bf-82c6-246a734bee55","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":123,"box":{"x":60,"y":436,"width":872,"height":12}},{"id":"66e88327-64b3-49e6-9282-00c590fe85e9","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":123,"box":{"x":98,"y":451,"width":807,"height":12}},{"id":"45d4424f-c6ca-437b-b79e-91925a483cff","block_type":"box","text":"reasonably be expected to affect the company’s operations, assets, or supply chains.","page_number":123,"box":{"x":99,"y":466,"width":589,"height":12}},{"id":"c319de47-5006-4309-b3a8-2dd195d3f21c","block_type":"box","text":"Transition plans","page_number":123,"box":{"x":75,"y":492,"width":115,"height":13}},{"id":"09df14ec-03c0-4286-9bf4-af6bdf985384","block_type":"box","text":"Some companies have published transition plans outlining how they intend to implement their low-carbon transition","page_number":123,"box":{"x":59,"y":519,"width":818,"height":12}},{"id":"4ad8e817-b88b-403f-8199-8ce2db2dc2d9","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":123,"box":{"x":59,"y":534,"width":818,"height":12}},{"id":"d29ab4c0-a86e-4ac7-8401-edbc6714a771","block_type":"box","text":"towards a lower-carbon economy, including actions such as reducing its greenhouse gas emissions” (see Appendix 1).","page_number":123,"box":{"x":59,"y":549,"width":830,"height":12}},{"id":"d98ffdbc-bf31-4eb8-8a89-62efd75ecb30","block_type":"box","text":"(19)","page_number":123,"box":{"x":891,"y":547,"width":20,"height":8}},{"id":"3a8dce20-9cb2-4b5c-b468-1821e58458ec","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":123,"box":{"x":59,"y":614,"width":831,"height":10}},{"id":"bf0cc879-0de7-4725-826a-e12afad31ccb","block_type":"box","text":"ld on","page_number":123,"box":{"x":892,"y":614,"width":27,"height":8}},{"id":"066991b5-f7ca-4780-9331-d973f8821693","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":123,"box":{"x":91,"y":627,"width":839,"height":10}},{"id":"ebe10a37-22fd-48ad-9818-7bda17a86c72","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":123,"box":{"x":92,"y":639,"width":821,"height":10}},{"id":"c18f33cb-4bbe-453e-bdbc-0216bd44e9a6","block_type":"box","text":"dards S1 “General Requirements for Disclosure of Sustainability-related Financial Information” and S2 “Climate-related Disclosures.” Websites","page_number":123,"box":{"x":92,"y":652,"width":794,"height":10}},{"id":"2e68d4cb-68a0-443d-a6cc-1a3ff45a1494","block_type":"box","text":"accessed in December 2025.","page_number":123,"box":{"x":92,"y":664,"width":159,"height":8}},{"id":"b8dc8abc-c8bf-4278-87a7-d13322597159","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":123,"box":{"x":59,"y":680,"width":865,"height":9}},{"id":"cf2c221e-61f5-400e-99e4-447a167109ca","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":123,"box":{"x":92,"y":692,"width":846,"height":10}},{"id":"23e184bb-234b-440d-82d7-bab73526c046","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":123,"box":{"x":92,"y":705,"width":839,"height":10}},{"id":"57a44e54-6eba-42e9-8121-0c5a2ea43c6c","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":123,"box":{"x":92,"y":717,"width":825,"height":10}},{"id":"255291d4-9c38-422e-bcc9-8e5151a6e110","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":123,"box":{"x":92,"y":730,"width":819,"height":10}},{"id":"86721241-3c4a-41f3-8007-639cf1d2f081","block_type":"box","text":"o","page_number":123,"box":{"x":911,"y":732,"width":11,"height":6}},{"id":"0519311a-9dfd-427d-b54a-283d7c5c3b39","block_type":"box","text":"vide investors with time to assess the data and make informed voting decisions.","page_number":123,"box":{"x":91,"y":743,"width":447,"height":9}},{"id":"6e234a41-bad0-41d1-a568-078d05f544ab","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":123,"box":{"x":59,"y":758,"width":840,"height":10}},{"id":"c3a3c5ce-553a-49c9-995a-bb657b340420","block_type":"box","text":"improvement: Solving the Scope 3 conundrum,” January 2024, accessed in December 2025.","page_number":123,"box":{"x":92,"y":770,"width":511,"height":10}},{"id":"fbaf4713-3fc1-4740-8dbf-244f890116a1","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":123,"box":{"x":59,"y":785,"width":865,"height":10}},{"id":"6256c4b1-e564-452f-a6b7-f1234aee23f5","block_type":"box","text":"o","page_number":123,"box":{"x":924,"y":788,"width":11,"height":5}},{"id":"13725e04-a62d-4284-9d14-2af00bdf50c5","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":123,"box":{"x":92,"y":798,"width":832,"height":10}},{"id":"f7eeff24-7664-4ba6-9431-6c42e351ee56","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":123,"box":{"x":92,"y":811,"width":799,"height":9}},{"id":"4cd1b605-1876-47dd-aef7-005275bac0c5","block_type":"box","text":"December 2025.","page_number":123,"box":{"x":92,"y":823,"width":91,"height":8}},{"id":"13780981-9009-4568-8409-1add25928de4","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":123,"box":{"x":59,"y":838,"width":851,"height":10}},{"id":"a75af9da-5a4e-4cf5-8377-d4f80859a5bf","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":123,"box":{"x":92,"y":851,"width":821,"height":10}},{"id":"af05e52a-2912-4483-ad57-d20576f8425e","block_type":"box","text":"by","page_number":123,"box":{"x":918,"y":851,"width":12,"height":10}},{"id":"f05ad8a9-d231-45fb-8a07-82b802a8f776","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":123,"box":{"x":92,"y":863,"width":846,"height":10}},{"id":"4e2c0906-327a-45b8-8844-070fa6c541e1","block_type":"box","text":"ries that are material to their business models.","page_number":123,"box":{"x":92,"y":876,"width":258,"height":8}},{"id":"295339ca-71bd-4a38-ba2e-ad1f40f882e4","block_type":"box","text":"(19) International Financial Reporting Standards, “IFRS S2: Climate-related Disclosures,” June 2023, accessed in December 2025.","page_number":123,"box":{"x":59,"y":891,"width":724,"height":10}},{"id":"a5f47398-3050-49cc-82c8-90cc375c4576","block_type":"box","text":"A-37","page_number":123,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"98e2eca9-581d-4565-906f-4a1ff7b7c0c2","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":124,"box":{"x":59,"y":67,"width":860,"height":12}},{"id":"0c4f874d-a0ea-4fe6-b1f0-1c6f6e4b3f9e","block_type":"box","text":"plans.","page_number":124,"box":{"x":59,"y":82,"width":40,"height":12}},{"id":"01eff73a-6f23-42d3-ab39-64d24d636bff","block_type":"box","text":"(20)","page_number":124,"box":{"x":101,"y":80,"width":20,"height":8}},{"id":"2a5d39dd-7b6c-4df0-a44c-8c73e9b0261f","block_type":"box","text":"Recent guidance from the ISSB on disclosures about transition plans highlights the convergence of reporting","page_number":124,"box":{"x":128,"y":82,"width":758,"height":12}},{"id":"363328ca-99dd-4ef2-834f-821609babca2","block_type":"box","text":"approaches.","page_number":124,"box":{"x":59,"y":97,"width":84,"height":12}},{"id":"43b2eae4-4dbe-499e-9e41-f3a86c58d807","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":124,"box":{"x":59,"y":123,"width":851,"height":13}},{"id":"9812cb97-de4c-4a8d-9985-76ee510ea1c5","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":124,"box":{"x":59,"y":138,"width":826,"height":13}},{"id":"d16b6edf-624d-4913-a806-dff935516637","block_type":"box","text":"transition risks on behalf of in-scope funds and accounts.","page_number":124,"box":{"x":59,"y":154,"width":402,"height":12}},{"id":"c79a19c8-4689-4c05-a863-ad9a8ddd967d","block_type":"box","text":"Boards and directors","page_number":124,"box":{"x":76,"y":180,"width":148,"height":10}},{"id":"32acfdb3-553d-423b-9a94-3be4a7797021","block_type":"box","text":"An effective and well-functioning board that has appropriate governance structures to facilitate oversight of a company’s","page_number":124,"box":{"x":59,"y":206,"width":847,"height":13}},{"id":"255213d1-56e4-4c82-8141-1e34828f12c2","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":124,"box":{"x":60,"y":222,"width":844,"height":12}},{"id":"538fb986-da91-4351-858f-78561ac1fa46","block_type":"box","text":"assessing the role and effectiveness of the board in this regard, the dedicated team seeks to understand whether:","page_number":124,"box":{"x":59,"y":237,"width":791,"height":12}},{"id":"70101415-0e00-497c-b8b4-4205c6658a5f","block_type":"box","text":"• The board has clear oversight responsibilities for climate and low-carbon transition-related risks and opportunities in the","page_number":124,"box":{"x":59,"y":257,"width":877,"height":12}},{"id":"e53ab880-e259-4e97-b940-93ded81066de","block_type":"box","text":"company’s business model. The Guidelines consider the whole board to have responsibility for oversight of the","page_number":124,"box":{"x":92,"y":272,"width":774,"height":12}},{"id":"c2c738e8-1f46-4278-9995-af2bce4b6578","block_type":"box","text":"company’s long-term strategy, including those aspects related to the transition to a low-carbon economy.","page_number":124,"box":{"x":92,"y":287,"width":739,"height":12}},{"id":"8f68a83e-1e18-42dc-9cf6-4377b0021a84","block_type":"box","text":"• Management has established a robust low-carbon transition framework and long-term strategy, with clear","page_number":124,"box":{"x":59,"y":307,"width":780,"height":13}},{"id":"e690ecef-110c-4263-b0e4-fb80bf1a1223","block_type":"box","text":"accountability for delivery by senior executives.","page_number":124,"box":{"x":92,"y":322,"width":328,"height":13}},{"id":"6a63fd02-c661-49c7-a50c-bd5d7f213efd","block_type":"box","text":"• The capital management strategy explains how the company allocates investments to (traditional and next generation)","page_number":124,"box":{"x":59,"y":343,"width":867,"height":12}},{"id":"e3f3c41b-e7cf-4967-88cf-bef5f012ac5a","block_type":"box","text":"business lines and innovation, and returns cash to shareholders, consistent with the company’s stated low-carbon","page_number":124,"box":{"x":92,"y":358,"width":799,"height":12}},{"id":"9ce2135a-a858-4466-afbc-32d9f6dce835","block_type":"box","text":"transition strategy.","page_number":124,"box":{"x":91,"y":374,"width":130,"height":11}},{"id":"e5843162-7d94-46e6-8432-f9cff5d12645","block_type":"box","text":"• The climate and low-carbon transition risks most likely to significantly impact the business are integrated into the","page_number":124,"box":{"x":59,"y":393,"width":828,"height":12}},{"id":"6e9615ff-074f-4272-a93f-a7ce80d57cd9","block_type":"box","text":"company’s enterprise risk management processes and reporting.","page_number":124,"box":{"x":92,"y":408,"width":454,"height":12}},{"id":"cf274bd7-9332-4d7d-90d4-4caadbece30c","block_type":"box","text":"• The company has set scope 1 and 2 GHG emissions reduction targets, science-based and independently verified where","page_number":124,"box":{"x":59,"y":428,"width":866,"height":13}},{"id":"6b310695-2e4f-41d6-9a57-387f9f09d86c","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":124,"box":{"x":92,"y":443,"width":817,"height":13}},{"id":"1e6118c9-abde-4bca-868c-02c2b209a40e","block_type":"box","text":"than 1.5°C above pre-industrial levels.","page_number":124,"box":{"x":91,"y":458,"width":265,"height":13}},{"id":"1cde8b29-6395-4ead-9905-35fcf8b1887e","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":124,"box":{"x":59,"y":479,"width":872,"height":12}},{"id":"26dd3c04-a1af-4b5b-9c8e-70a3d884499f","block_type":"box","text":"low-carbon transition strategy.","page_number":124,"box":{"x":92,"y":494,"width":214,"height":12}},{"id":"a659dc98-1d28-4a36-9298-2f5eeabebb27","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":124,"box":{"x":59,"y":514,"width":872,"height":12}},{"id":"fa5b4f8e-134e-41dd-8875-c26c714bc177","block_type":"box","text":"Given forthcoming regulatory requirements in certain jurisdictions, some companies are voluntarily disclosing scope 3","page_number":124,"box":{"x":92,"y":529,"width":827,"height":12}},{"id":"4e86bcc6-dfa5-408a-bc83-64bfda972542","block_type":"box","text":"emissions reductions targets and plans, setting out how they are working on decarbonization with the different","page_number":124,"box":{"x":92,"y":544,"width":778,"height":12}},{"id":"6dafdf8a-2ff0-47cb-8144-7ee15fb6491e","block_type":"box","text":"constituents in their value chain.","page_number":124,"box":{"x":92,"y":559,"width":226,"height":10}},{"id":"c5de64de-eb43-4388-9ded-e873f083ae43","block_type":"box","text":"(21)","page_number":124,"box":{"x":320,"y":557,"width":20,"height":8}},{"id":"dc43edd9-8979-4c2d-ab72-41c72d97def6","block_type":"box","text":"• The company’s governance and oversight processes for managing material risks associated with corporate political","page_number":124,"box":{"x":59,"y":579,"width":840,"height":13}},{"id":"2b90bb73-dc54-444f-a174-f976fae46224","block_type":"box","text":"activities including applicable policies and procedures where relevant.","page_number":124,"box":{"x":92,"y":594,"width":486,"height":13}},{"id":"ecc25e7e-743f-4dfe-87a8-9cd30f1102ac","block_type":"box","text":"(22)","page_number":124,"box":{"x":580,"y":592,"width":21,"height":9}},{"id":"b17a3605-6eb8-486e-a8f2-b966dee1e252","block_type":"box","text":"The dedicated team looks for public policy","page_number":124,"box":{"x":606,"y":594,"width":298,"height":13}},{"id":"c1c66c82-d661-46b3-9fdd-6c318c8217be","block_type":"box","text":"engagement to be consistent with a company’s stated strategic policy objectives, including those related to the low","page_number":124,"box":{"x":92,"y":610,"width":813,"height":12}},{"id":"a1c69d2e-f62e-4f2f-9e0e-dc727a3f172c","block_type":"box","text":"carbon transition.","page_number":124,"box":{"x":92,"y":625,"width":122,"height":9}},{"id":"27be6d34-f481-4370-ac20-40484491b020","block_type":"box","text":"Voting against directors over concerns about climate risk","page_number":124,"box":{"x":75,"y":651,"width":413,"height":13}},{"id":"b3411f57-b3ab-470b-9273-c75c70e00d76","block_type":"box","text":"In implementing these Guidelines, the dedicated team generally supports non-executive directors standing for election","page_number":124,"box":{"x":60,"y":678,"width":830,"height":12}},{"id":"93292b39-49ca-4c8a-b3e6-fdd1d15442d3","block_type":"box","text":"where, in its assessment based on company disclosures and engagement, a company is executing on its commitment to","page_number":124,"box":{"x":59,"y":693,"width":844,"height":12}},{"id":"6d1f080f-7f51-4678-a6b0-d5a4904f062b","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":124,"box":{"x":59,"y":708,"width":852,"height":12}},{"id":"b5dc086c-2c27-4ecf-ab9f-fb67ddad95a8","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":124,"box":{"x":59,"y":748,"width":845,"height":9}},{"id":"e7df535b-0953-4b56-8904-49cd1eb5ff1a","block_type":"box","text":"ave","page_number":124,"box":{"x":906,"y":750,"width":18,"height":5}},{"id":"c9f84509-bbda-4e5b-b8ae-ce998c5b9617","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":124,"box":{"x":92,"y":760,"width":797,"height":10}},{"id":"a2d8faa0-c133-40ea-8210-da6e6e275508","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":124,"box":{"x":92,"y":773,"width":825,"height":10}},{"id":"93adafca-11c2-4e7f-8768-db290e8ce125","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":124,"box":{"x":92,"y":785,"width":815,"height":10}},{"id":"bfb2afd7-479b-4d59-97af-769aa90c848e","block_type":"box","text":"divergence on the objectives of such plans and the details they should contain. Website accessed in December 2025.","page_number":124,"box":{"x":92,"y":798,"width":652,"height":10}},{"id":"726c32a7-6dfa-463b-81d1-8c009dbc9b38","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":124,"box":{"x":59,"y":813,"width":862,"height":10}},{"id":"4dc2fb05-b0e3-498f-a13c-0a908c0644bc","block_type":"box","text":"lv","page_number":124,"box":{"x":922,"y":813,"width":13,"height":8}},{"id":"131babc3-6ff1-4a45-8407-aed54803047d","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":125,"box":{"x":59,"y":82,"width":872,"height":12}},{"id":"f054ca71-2567-4f68-9d4b-bd8cb9fd8ad2","block_type":"box","text":"sustainability risk oversight responsibilities, other members of the relevant committee, the lead independent director or the","page_number":125,"box":{"x":59,"y":97,"width":861,"height":12}},{"id":"982562a1-1110-4070-9021-5440039d71ea","block_type":"box","text":"non-executive chair of the board. 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The Guidelines consider these proposals as a valuable","page_number":125,"box":{"x":59,"y":252,"width":870,"height":12}},{"id":"fc02280f-e0b3-49ef-84af-e094c9f955e2","block_type":"box","text":"governance mechanism that can enhance transparency, accountability, and investors’ understanding of a company’s climate","page_number":125,"box":{"x":59,"y":267,"width":872,"height":12}},{"id":"9d3019fe-ec52-42fe-af3e-636d7e4c29d5","block_type":"box","text":"strategy. The dedicated team generally supports management’s climate strategy proposal if, in the team’s assessment based","page_number":125,"box":{"x":59,"y":282,"width":871,"height":12}},{"id":"655ee95c-ec34-4323-a5d7-d50169d970a3","block_type":"box","text":"on these Guidelines, the strategy is aligned with the low-carbon transition. Similarly, the dedicated team generally supports","page_number":125,"box":{"x":59,"y":297,"width":861,"height":13}},{"id":"e776a553-f972-4cf5-afe6-d6a22d13eee2","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":125,"box":{"x":60,"y":312,"width":854,"height":13}},{"id":"424beaa0-6751-4130-86c3-a8a44cbb7beb","block_type":"box","text":"from or changes to, its stated low-carbon transition plan and targets.","page_number":125,"box":{"x":59,"y":327,"width":483,"height":13}},{"id":"a61302c9-6446-41ef-b091-99988fd09117","block_type":"box","text":"Shareholder proposals on climate and low-carbon transition matters","page_number":125,"box":{"x":75,"y":354,"width":495,"height":12}},{"id":"f2c7e180-e7e4-43f5-ab2e-9fc6f6f7590f","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":125,"box":{"x":60,"y":380,"width":861,"height":13}},{"id":"98e1d19f-a02c-4cac-b355-31d7c61a02a7","block_type":"box","text":"requirements are met. Shareholder proposals span a wide range of topics and have varying degrees of relevance for","page_number":125,"box":{"x":60,"y":395,"width":807,"height":13}},{"id":"fb1003d7-f5fa-4e03-983a-684d6a6c5165","block_type":"box","text":"companies across sectors, locations, and business models.","page_number":125,"box":{"x":59,"y":411,"width":410,"height":12}},{"id":"d6c12fa6-5533-4b03-9a4d-0249c6dedff7","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":125,"box":{"x":60,"y":437,"width":829,"height":12}},{"id":"e8a54d2b-cc47-4aee-a6b1-e95821f47336","block_type":"box","text":"individual circumstances. When the dedicated team votes in support of a proposal, it is not necessarily endorsing every","page_number":125,"box":{"x":60,"y":452,"width":833,"height":12}},{"id":"00b8cf4e-0d36-4988-a685-e7b8db4e5bff","block_type":"box","text":"element of the proposal or the reasoning, objectives, or supporting statement of the proponent.","page_number":125,"box":{"x":59,"y":467,"width":670,"height":13}},{"id":"dba63416-1d63-454b-bae4-7375f603df42","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":125,"box":{"x":60,"y":494,"width":860,"height":12}},{"id":"90784e0d-4ed9-46fd-ae26-2de932cf6905","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":125,"box":{"x":59,"y":509,"width":835,"height":12}},{"id":"e9f4d515-d31e-4e70-a9bc-f95237518880","block_type":"box","text":"carbon transition strategy and targets. Under the Guidelines, the team may support shareholder proposals that, for example,","page_number":125,"box":{"x":59,"y":524,"width":871,"height":12}},{"id":"eec95258-89aa-4c85-9c62-6661d0ddd599","block_type":"box","text":"ask a company to:","page_number":125,"box":{"x":59,"y":539,"width":126,"height":12}},{"id":"9f3ec2d9-fd97-400e-b859-724eb9e79901","block_type":"box","text":"• Publish a business plan, and related disclosures, consistent with the ambition to limit average global temperature rise to","page_number":125,"box":{"x":59,"y":559,"width":871,"height":13}},{"id":"680eb67e-fbc6-4c2d-bafa-5b67515edabc","block_type":"box","text":"no more than 1.5°C above pre-industrial levels","page_number":125,"box":{"x":92,"y":574,"width":323,"height":13}},{"id":"9ee3a0b5-e160-4354-9f1e-aa23e17538a3","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":125,"box":{"x":59,"y":594,"width":881,"height":13}},{"id":"98642500-b6e3-48c5-bda3-044fe241b38c","block_type":"box","text":"the company achieving net zero GHG emissions by 2050","page_number":125,"box":{"x":91,"y":610,"width":394,"height":12}},{"id":"8205641f-ae7f-4f37-924e-1a3ddefbe54e","block_type":"box","text":"• Disclose the categories of scope 3 GHG emissions most significant to a company’s business model","page_number":125,"box":{"x":59,"y":630,"width":723,"height":12}},{"id":"6b323762-1c0e-4caf-a00b-114d9d8a43a4","block_type":"box","text":"• Improve voluntary disclosures on the alignment of a company’s climate-related corporate political activities with its","page_number":125,"box":{"x":59,"y":650,"width":840,"height":12}},{"id":"31673aa9-c2dd-467f-9475-46d46341fe3b","block_type":"box","text":"strategic policy positions, where existing disclosure is insufficient","page_number":125,"box":{"x":92,"y":665,"width":455,"height":12}},{"id":"2937dc8f-f35b-48a0-bc07-818bef42bc63","block_type":"box","text":"(25)","page_number":125,"box":{"x":548,"y":663,"width":21,"height":8}},{"id":"e7fc91f7-0e88-4575-b9f6-f7a509a430c2","block_type":"box","text":"The dedicated team does not support shareholder proposals that seek to constrain board or management decision-making","page_number":125,"box":{"x":59,"y":691,"width":863,"height":13}},{"id":"1ace6cdf-f8f2-4d6a-8209-84fcdab1f865","block_type":"box","text":"or direct specific business or strategic decisions.","page_number":125,"box":{"x":59,"y":707,"width":337,"height":12}},{"id":"7dc4b0a7-b782-4bbf-b42d-cc0faa2def33","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":125,"box":{"x":59,"y":798,"width":818,"height":10}},{"id":"9dd096af-68be-40a4-b751-ebba46e853bc","block_type":"box","text":"sustainability efforts, operational resilience, or financial condition, among others.","page_number":125,"box":{"x":92,"y":811,"width":451,"height":9}},{"id":"797531ae-b820-4b2c-8922-b356d3e9bcaf","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":125,"box":{"x":59,"y":826,"width":841,"height":10}},{"id":"aa422dcf-3bfa-418d-af88-fe0f95e08a25","block_type":"box","text":"not","page_number":125,"box":{"x":905,"y":827,"width":18,"height":6}},{"id":"d0ab7ab9-a793-4671-a770-14ab3d235d7a","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":125,"box":{"x":92,"y":838,"width":824,"height":10}},{"id":"85ecdfaa-b658-4b32-9524-3a1d77f8046a","block_type":"box","text":"e","page_number":125,"box":{"x":918,"y":841,"width":5,"height":5}},{"id":"41d46cba-5107-47b3-a7c7-193cfff316a8","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":125,"box":{"x":92,"y":851,"width":830,"height":10}},{"id":"0142d25a-3e11-4ca2-a232-39d000fdcf08","block_type":"box","text":"lines.","page_number":125,"box":{"x":92,"y":863,"width":27,"height":8}},{"id":"16e93bd5-12f4-4fd8-b369-f239ae471df9","block_type":"box","text":"(25) Corporate political activities may include lobbying as defined by local regulations, policy engagement (including trade association members","page_number":125,"box":{"x":59,"y":879,"width":814,"height":9}},{"id":"ea77ac92-69a8-470b-8fbd-ce6bddd4bae7","block_type":"box","text":"hips), and","page_number":125,"box":{"x":874,"y":879,"width":55,"height":9}},{"id":"51486b53-3b68-4969-bf14-b1686975f734","block_type":"box","text":"corporate political contributions.","page_number":125,"box":{"x":92,"y":891,"width":182,"height":10}},{"id":"b7d208e8-437e-4b17-9c24-082aa1a2558e","block_type":"box","text":"A-39","page_number":125,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"ef467493-b1cc-4d58-9568-eeab26e4ffc4","block_type":"box","text":"Related matters","page_number":126,"box":{"x":60,"y":67,"width":111,"height":9}},{"id":"31ae8503-680b-440a-9bda-dcbd9989496c","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":126,"box":{"x":59,"y":93,"width":870,"height":12}},{"id":"97112fd5-3ea9-4c61-b852-85c6db3f72e5","block_type":"box","text":"to the transition to a low-carbon economy. Under these Guidelines, the dedicated team engages, where appropriate, to","page_number":126,"box":{"x":59,"y":108,"width":832,"height":13}},{"id":"e364a691-15ec-4403-84d2-9a3d0e164d5a","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":126,"box":{"x":59,"y":123,"width":878,"height":13}},{"id":"06b0ddce-aefd-484f-a4b1-da82f1073a1c","block_type":"box","text":"Policies.","page_number":126,"box":{"x":60,"y":138,"width":53,"height":10}},{"id":"4fc2ce00-2a28-46f0-8d56-f4a19059f8f2","block_type":"box","text":"Executive compensation","page_number":126,"box":{"x":76,"y":166,"width":174,"height":11}},{"id":"adfbfc50-38aa-4a05-a3eb-850644b6c181","block_type":"box","text":"The dedicated team looks to company boards to put in place a compensation structure that incentivizes and rewards","page_number":126,"box":{"x":59,"y":191,"width":819,"height":13}},{"id":"ffe183d8-bfe4-4ac7-92ec-7078321bbf10","block_type":"box","text":"executives appropriately. Some companies, in light of their long-term strategy, may decide to include relevant GHG emissions","page_number":126,"box":{"x":59,"y":206,"width":876,"height":13}},{"id":"8318e964-bc19-4419-ac07-89a89632e526","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":126,"box":{"x":60,"y":222,"width":860,"height":12}},{"id":"4decb019-1817-4957-916f-6e82e704aa93","block_type":"box","text":"engage to understand the alignment between those metrics and the company’s stated climate strategy. Clear disclosure also","page_number":126,"box":{"x":59,"y":237,"width":873,"height":12}},{"id":"26f4288a-2872-4cbc-a67c-c641a5bb8c29","block_type":"box","text":"helps investors assess whether pay structures are consistent with long-term climate strategy and risk management.","page_number":126,"box":{"x":60,"y":252,"width":810,"height":12}},{"id":"991af377-b59f-4f02-a0e1-2f6a9993bf36","block_type":"box","text":"Auditors and audit-related issues","page_number":126,"box":{"x":75,"y":278,"width":240,"height":10}},{"id":"2158be00-9238-441c-9477-7a5fc8e21f1c","block_type":"box","text":"For companies with material climate or transition risks or opportunities in their business models, the dedicated team is","page_number":126,"box":{"x":60,"y":305,"width":830,"height":12}},{"id":"ea5e5013-214d-42d1-a6f4-519317c19dd3","block_type":"box","text":"interested in understanding whether the company considers and, if relevant, quantifies, and accounts for material climate","page_number":126,"box":{"x":60,"y":320,"width":857,"height":12}},{"id":"f7a3ed84-81e6-4043-8e92-133abf5eba6b","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 economic transformation is being driven by changes in government policy,","page_number":127,"box":{"x":60,"y":218,"width":805,"height":12}},{"id":"174bc043-51e4-4789-ac10-aef5c1af7053","block_type":"box","text":"technology, and consumer and investor preferences, as well as the physical effects of climate change (e.g., extreme weather),","page_number":127,"box":{"x":59,"y":233,"width":876,"height":12}},{"id":"aa58b6a1-b9df-4c53-a35c-8ec5f6cd8b85","block_type":"box","text":"and can potentially have a material impact on clients’ investments and portfolios.","page_number":127,"box":{"x":59,"y":248,"width":567,"height":12}},{"id":"7be8f72c-cc41-4f0b-afa4-e9ca7ea49dbd","block_type":"box","text":"Decarbonization:","page_number":127,"box":{"x":60,"y":274,"width":121,"height":10}},{"id":"0e7179b5-5453-4218-af0e-88fcaedd6ac4","block_type":"box","text":"the process of reducing or eliminating emissions of carbon dioxide (CO","page_number":127,"box":{"x":186,"y":274,"width":498,"height":13}},{"id":"f747b3a5-73fe-40ea-82ff-06aa7033e129","block_type":"box","text":"2","page_number":127,"box":{"x":685,"y":281,"width":6,"height":6}},{"id":"c9a6642a-3a2f-4268-a9e7-de1352fd0cbe","block_type":"box","text":") from human activity and","page_number":127,"box":{"x":692,"y":274,"width":182,"height":13}},{"id":"155ca673-1d93-4db4-8166-47d0af3ab0cd","block_type":"box","text":"removing carbon currently in the atmosphere. This can be carried out by countries, companies and even individual","page_number":127,"box":{"x":60,"y":290,"width":800,"height":12}},{"id":"f8aeb563-b5bd-49c6-9076-a5cfb3996ec0","block_type":"box","text":"consumers. Sometimes the concept is understood to include the reduction and elimination of other GHG, e.g., methane.","page_number":127,"box":{"x":59,"y":305,"width":842,"height":12}},{"id":"2d9ebc3f-1c46-4ebb-bbc1-315325e2ef27","block_type":"box","text":"Climate-related risks and opportunities:","page_number":127,"box":{"x":59,"y":331,"width":286,"height":13}},{"id":"e3537cce-f459-4359-9e45-b4611a6cf421","block_type":"box","text":"The investment opportunities and risks associated with the transition to a low","page_number":127,"box":{"x":350,"y":331,"width":552,"height":13}},{"id":"62915e3b-7dc2-4dfb-9a6c-45a285544177","block_type":"box","text":"carbon economy, including transition risks and opportunities and physical risks and opportunities in adapting to physical","page_number":127,"box":{"x":59,"y":346,"width":845,"height":13}},{"id":"50b284c5-66a0-4a6f-82f1-e2190896305a","block_type":"box","text":"climate change.","page_number":127,"box":{"x":59,"y":361,"width":110,"height":13}},{"id":"de0b6a53-8717-43a8-b2a2-b26461b906e7","block_type":"box","text":"Climate-related transition plan:","page_number":127,"box":{"x":59,"y":388,"width":224,"height":12}},{"id":"db56c689-7861-4124-8dfd-1f8ac14f49bb","block_type":"box","text":"“An aspect of an entity’s overall strategy that lays out the entity’s targets, actions or","page_number":127,"box":{"x":289,"y":388,"width":584,"height":12}},{"id":"f977f2b5-419d-44f6-aadc-a0d298c498b2","block_type":"box","text":"resources for its transition towards a lower-carbon economy, including actions such as reducing its greenhouse gas","page_number":127,"box":{"x":60,"y":403,"width":808,"height":12}},{"id":"e5b8de2f-8f0b-4940-9eb1-2bd04705aa91","block_type":"box","text":"emissions.”","page_number":127,"box":{"x":59,"y":418,"width":79,"height":10}},{"id":"bef80647-5d20-4fa2-8195-401ab456c95e","block_type":"box","text":"(27)","page_number":127,"box":{"x":140,"y":416,"width":21,"height":8}},{"id":"186428ca-f2fa-4277-8309-7618ea9ad764","block_type":"box","text":"Science-based GHG emissions reduction targets:","page_number":127,"box":{"x":59,"y":445,"width":351,"height":12}},{"id":"7148b911-134e-424e-8110-72317edbe7f4","block_type":"box","text":"Targets that “","page_number":127,"box":{"x":415,"y":445,"width":95,"height":12}},{"id":"12d71ce8-e3f5-4edc-856a-08db19a67c73","block_type":"box","text":"are in line with what the latest climate science deems","page_number":127,"box":{"x":519,"y":445,"width":374,"height":9}},{"id":"798acc2f-6fa8-4377-b1ac-d7299d956983","block_type":"box","text":"necessary to meet the goals of the Paris Agreement — limiting global warming to 1.5°C above pre-industrial levels. 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Direct GHG emissions occur from sources that are owned or controlled by the company, for","page_number":127,"box":{"x":125,"y":531,"width":801,"height":13}},{"id":"b972870a-200b-4565-a77a-354d2c3afda1","block_type":"box","text":"example, emissions from combustion in owned or controlled boilers, furnaces, vehicles, etc.; emissions from chemical","page_number":127,"box":{"x":59,"y":547,"width":824,"height":12}},{"id":"546fdd12-95bc-4403-850c-c8f35b7e4c06","block_type":"box","text":"production in owned or controlled process equipment.","page_number":127,"box":{"x":59,"y":562,"width":382,"height":12}},{"id":"288ddd7d-41cf-49ec-bb54-39f2c806a115","block_type":"box","text":"(29)","page_number":127,"box":{"x":443,"y":560,"width":20,"height":8}},{"id":"893d9cde-2cec-47e7-9bd8-22d54cf8cded","block_type":"box","text":"Scope 2:","page_number":127,"box":{"x":59,"y":589,"width":60,"height":12}},{"id":"c0b2d974-6a05-4d7b-9712-a687cb2b6382","block_type":"box","text":"Electricity indirect GHG emissions Scope 2 accounts for GHG emissions from the generation of purchased electricity","page_number":127,"box":{"x":126,"y":588,"width":812,"height":13}},{"id":"3ac9a7cb-0ef9-4517-b755-5546bd888c6d","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":127,"box":{"x":60,"y":603,"width":853,"height":13}},{"id":"10e5653d-74a9-4a3c-bdaa-df7882e9f918","block_type":"box","text":"purchased or otherwise brought into the organizational boundary of the company.","page_number":127,"box":{"x":59,"y":618,"width":576,"height":13}},{"id":"497005eb-42ce-495d-912d-1728819429f8","block_type":"box","text":"(30)","page_number":127,"box":{"x":637,"y":616,"width":20,"height":8}},{"id":"b05c55d5-0ad6-4b40-9265-23ba19f61864","block_type":"box","text":"Scope 3:","page_number":127,"box":{"x":59,"y":645,"width":60,"height":12}},{"id":"c9b82920-59c5-4bc8-a7e8-9bd82a40e054","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":127,"box":{"x":125,"y":645,"width":790,"height":12}},{"id":"6e660cbb-c7b6-48af-852f-8338f2af0cf0","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":127,"box":{"x":60,"y":660,"width":873,"height":12}},{"id":"87e04924-2937-438d-bcde-19a8167ca373","block_type":"box","text":"or controlled by the company.","page_number":127,"box":{"x":59,"y":675,"width":207,"height":12}},{"id":"3012d4a5-28a2-4b28-b53e-e9542a341a14","block_type":"box","text":"(31)","page_number":127,"box":{"x":268,"y":673,"width":20,"height":8}},{"id":"fd3f9a73-9b4d-44a4-a01f-7315c517740f","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":127,"box":{"x":59,"y":768,"width":797,"height":10}},{"id":"4f37a3f2-27f6-404b-bc18-4b6c14d41de3","block_type":"box","text":"basing their","page_number":127,"box":{"x":860,"y":768,"width":65,"height":10}},{"id":"5bc32612-0cf8-49e6-8cdb-67fc982f9792","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":127,"box":{"x":92,"y":780,"width":822,"height":10}},{"id":"53f688c8-3d74-47e9-9d89-a34c7c773e2e","block_type":"box","text":"number of jurisdictions over the near term.","page_number":127,"box":{"x":92,"y":793,"width":239,"height":10}},{"id":"ecfd3e4c-dad6-4665-a288-021228e06ee8","block_type":"box","text":"(28) As defined by the Science Based Targets initiative (SBTi). 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