{"annotation_id":"c0f353f6-2c94-4902-9b5f-81aa0752a57a","file_hash":"d773cf4153f4de25f449c2bcacc07e347725851fa084dd7af765e0c54ca3146f","schema_id":"open/document-extraction","schema_version":"0.5.0","record":{"extraction_type":"boxes","producer":"pdf-extractor-v0.5.0","blocks":[{"id":"9b482758-f320-41f9-b45c-9b355e8fe3c1","block_type":"box","text":"iShares U.S. ETF Trust","page_number":1,"box":{"x":418,"y":69,"width":167,"height":10}},{"id":"9c24a646-f6db-4506-8ad6-c84db98614fd","block_type":"box","text":"Supplement dated October 9, 2026","page_number":1,"box":{"x":372,"y":92,"width":260,"height":13}},{"id":"bf698f82-9e63-4dae-a5bb-44c142ca9fe4","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":"c743ef01-3a0b-42c5-b425-8f906141b685","block_type":"box","text":"Statement of Additional Information (“SAI”) for the","page_number":1,"box":{"x":314,"y":123,"width":376,"height":13}},{"id":"337d2792-1e15-423c-9e6c-319dfcf867a3","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":"8fd20110-b8f4-47cd-80a9-7930a3724349","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":"6ddec850-1d58-4326-803f-2d7c1f85720a","block_type":"box","text":"on or around December 11, 2026:","page_number":1,"box":{"x":116,"y":178,"width":250,"height":11}},{"id":"aded6a89-2aa0-45c7-a6c3-35a578f3c96c","block_type":"box","text":"Current New","page_number":1,"box":{"x":183,"y":199,"width":563,"height":9}},{"id":"5994714f-4cfe-4240-97e1-2fc1d098497a","block_type":"box","text":"Fund Name","page_number":1,"box":{"x":141,"y":227,"width":89,"height":10}},{"id":"38944fb9-121a-45c9-b78d-3b2837027cb6","block_type":"box","text":"iShares Bloomberg Roll Select Commodity","page_number":1,"box":{"x":257,"y":219,"width":309,"height":13}},{"id":"fbcc7660-8b41-4922-9982-b55e4c54ea20","block_type":"box","text":"Strategy ETF","page_number":1,"box":{"x":363,"y":235,"width":96,"height":12}},{"id":"bb42f766-e5b0-4e22-b600-36c2ce7bed43","block_type":"box","text":"iShares Bloomberg Enhanced Roll Yield","page_number":1,"box":{"x":584,"y":219,"width":287,"height":13}},{"id":"79b6bae3-8534-4d66-a52a-1427a430a64c","block_type":"box","text":"Commodity Strategy ETF","page_number":1,"box":{"x":643,"y":235,"width":186,"height":12}},{"id":"bc6e865d-5bc7-4d5f-b515-90e0fda92f9a","block_type":"box","text":"Underlying Index","page_number":1,"box":{"x":120,"y":266,"width":132,"height":12}},{"id":"96fa6da1-a4b5-422e-948c-135d698fe407","block_type":"box","text":"Bloomberg Roll Select Commodity Total","page_number":1,"box":{"x":265,"y":258,"width":293,"height":12}},{"id":"5cd96fa8-6b3f-4b49-906f-11c2bb4f493a","block_type":"box","text":"Return Index","page_number":1,"box":{"x":363,"y":273,"width":96,"height":10}},{"id":"045602d2-e2a9-4162-bc0c-9fb74b5cc4e3","block_type":"box","text":"Bloomberg Enhanced Roll Yield Total","page_number":1,"box":{"x":592,"y":258,"width":271,"height":12}},{"id":"ffd90971-4c02-4bdd-a89e-5348da9099da","block_type":"box","text":"Return Index","page_number":1,"box":{"x":688,"y":273,"width":96,"height":10}},{"id":"2a8fef99-42f2-4423-a066-7af074d62b0c","block_type":"box","text":"Š","page_number":1,"box":{"x":116,"y":307,"width":9,"height":6}},{"id":"3fa85f06-2174-4962-8016-bdc8b516a167","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":"370eb31c-5e2c-44ff-8057-2deedb367914","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":"29419f8a-23e0-4b2f-b6f5-5b4b6be1d4b0","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":"a6d82ed1-8de9-44f4-9241-fcb28277f38d","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":"03891f7a-5296-4e9a-88a5-f9433feb30c1","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":"883a8f27-2453-4904-9c0c-4a8de05d23bb","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":"7a55071f-f0aa-49f0-951e-4b004897645f","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":"17c51a72-b089-4fcd-98b2-b08a1a60c379","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":"f7a55b24-6b44-43bc-9155-4cc1b8d2fc1d","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":"187e7534-ce0a-47c9-8b13-7fb4e9551f7c","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":"ebed6aa3-dbb4-4d97-bc15-8f5bf17d2184","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":"7b1f19f9-ecac-454c-bc6c-31e2ccac2e10","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":"97ceeeb9-a897-43cc-b8ec-4e91a007fc06","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":"d2c74a63-ced5-49ca-ba4f-3382d1a21e1b","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":"09a0869e-af2e-4ec2-b29b-febd6ac3eaff","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":"ac641940-be3a-43d2-89b0-cc9cf2c916f6","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":"ade75363-08cd-4f70-8bc3-a01548ff5cbb","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":"192c528f-6165-43e1-b64e-18fa7662a97a","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":"1a6dd456-490b-4c34-800c-dc4b40bee90b","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":"164700f1-a8dd-4041-aaf7-1287d387cf16","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":"a3cfa591-4e01-4655-b83a-51c6246daa31","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":"9f135b3e-3989-4937-9363-3562efc0b169","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":"21c119a8-43f4-4423-b654-d7b2f1877916","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":"b83ef373-0155-46dc-a05f-2d856116d2b4","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":"be5e3c67-1eae-4e8d-95e4-7a71033d6754","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":"7100ff09-fa59-4ce0-9224-97f6fbe0968a","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":"efb62a93-7016-4354-99ee-fcbd6c90d4b1","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":"a7b3ed84-2a4a-467a-98bf-6e5edc2bd0c3","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":"afef8806-ca91-4ac5-9236-1fda48aee4ad","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":"8c543ba8-3a70-4054-bb68-15f95cced76d","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":"a67488bf-3d5d-4c37-8e74-1d5769dd5f14","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":"bd41ba2b-b775-4944-85f6-d29950177f1e","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":"a216550d-c2ad-435d-a3fd-c724f51a0df1","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":"cc8de81f-4f0d-4ab0-8727-8a40a4d70f62","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":"e5da877b-9fe0-4fdf-ba27-ff4eb565258e","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":"009661e4-7349-4bc4-bea4-6bfb3bf993a7","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":"266300a6-6c95-4bc5-973c-ce7cf152d760","block_type":"box","text":"countries and investment-grade corporate bonds.","page_number":1,"box":{"x":157,"y":893,"width":365,"height":13}},{"id":"31ed0d4b-7bf9-49b6-b5e8-44d42c8e7732","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":"cf753a98-2a80-43ec-b2fe-340802b4c031","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":"ceae2f35-9b72-429f-b650-c34dfd956b6b","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":"c65a60f2-5630-4699-9b82-aa255ae30d0e","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":"66a5fdac-a407-41d4-bbc4-37fbafbf4288","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":"f290c5cf-efa4-4871-87b7-728aafbc7afa","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":"29f1bb07-ff5a-4892-931a-87e932fafaef","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":"b168cfc5-b52a-4527-b739-b77388b1b1a5","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":"3ec113f1-7a5e-43ea-9f24-fcd18eb109f1","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":"bdd9a066-2502-4d6b-9ba0-aca87cd0714f","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":"124cc188-db9a-4c76-a704-9156853529eb","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":"e95eb359-ce63-4cda-9dde-805533eea0cd","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":"4c11a897-ac53-435d-a682-80fb44d7de27","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":"005c0744-6a77-4a39-9c5e-32c90cc10576","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":"e8eaf6d4-9137-43b5-b67c-4fc11577e991","block_type":"box","text":"positive roll returns.","page_number":2,"box":{"x":157,"y":286,"width":147,"height":13}},{"id":"8dd7ec64-2ec6-45d6-b230-f6fb48b9a59e","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":"de8fdc40-0b89-4c0b-919f-73b0b15bfb5b","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":"e4e94ba5-9df5-4836-87ca-ffaa410a6c10","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":"2a634331-83f8-4cbb-a3c4-88f76200ee35","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":"1d561dc3-b6f8-4627-ae3b-2bcf0d9fcf06","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":"d3f08ae4-739d-4f24-ae2f-939fbf505e94","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":"84b24ad5-99f9-4f49-a1af-4a3b339af601","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":"01eb4de6-aaf6-4d48-92a5-1e07a939bad5","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":"6c227643-b342-457b-89b6-68dcd7305e91","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":"e634df9f-5c6b-4a37-b486-d37c5465ddfc","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":"dca09437-4a65-448f-bc60-b32c2f17bedf","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":"1aa8ef63-b9ad-4ad4-92df-750d8a99bd37","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":"7dd198bf-7718-405c-a87a-da227f0fb059","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":"076ed284-0fa2-4f56-bcf3-176f261af74b","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":"ccd16473-de2b-4a52-8b59-2b79e6a1cd25","block_type":"box","text":"Commodity Investments.","page_number":2,"box":{"x":157,"y":542,"width":186,"height":13}},{"id":"200f5c5b-2619-4138-918e-b4368dec0444","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":"5604ad28-a22c-42e8-9618-55a6ad01d34d","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":"fd6c7837-8f89-441b-8d52-9af3d2092771","block_type":"box","text":"decline or appear overvalued.","page_number":2,"box":{"x":157,"y":596,"width":217,"height":13}},{"id":"c1b31a72-33d6-452b-b634-83a0f3459e14","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":"131cf104-a1e9-413c-8479-0b4ce68a508a","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":"d09c6fd3-6886-4b9c-b60c-4b4962eb3b4c","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":"ffb7a30b-551f-4272-bbee-7ad465702d70","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":"fb5b1b35-8f8c-4192-bed8-84285fb69993","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":"f7096432-436e-4fae-beb9-0cd425ed1730","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":"2d50ec60-e7f0-4111-aa4d-6163d8219f87","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":"4e2fb50b-eea6-4b02-9ffd-5ee44acb6b35","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":"379b7e4f-767b-48b1-8cd5-045597d4eab7","block_type":"box","text":"of an applicable underlying index. The instruments selected are expected to have, in the aggregate,","page_number":2,"box":{"x":157,"y":751,"width":716,"height":13}},{"id":"5fb4e383-f92f-4fb1-a027-498c7b7523d5","block_type":"box","text":"investment characteristics (based on factors such as market capitalization and industry","page_number":2,"box":{"x":157,"y":767,"width":632,"height":12}},{"id":"9ed98ec2-887a-46d1-bd04-260bedc03aad","block_type":"box","text":"weightings), fundamental characteristics (such as return variability and yield) and liquidity","page_number":2,"box":{"x":156,"y":782,"width":655,"height":13}},{"id":"d8fe911e-edd6-4dad-88f2-6f239483fe6d","block_type":"box","text":"measures similar to those of an applicable underlying index. The Fund may or may not hold all of","page_number":2,"box":{"x":157,"y":798,"width":703,"height":12}},{"id":"2a68b53d-9839-479c-85ae-4ff978f175a7","block_type":"box","text":"the components of the Underlying Index. The Fund may use derivatives to gain or reduce exposure","page_number":2,"box":{"x":156,"y":813,"width":716,"height":13}},{"id":"990eebbf-a8b8-4e85-aaf7-7e18724cd6e5","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":"7895aee6-3a38-40c2-9af7-5187c55fb22f","block_type":"box","text":"associated with such components. Subject to the limits described herein, the Fund may purchase","page_number":2,"box":{"x":157,"y":844,"width":708,"height":13}},{"id":"9b026b42-874b-47e2-9773-c36fcd577463","block_type":"box","text":"and hold cash and cash equivalents, including shares of money market funds advised by BFA or its","page_number":2,"box":{"x":157,"y":860,"width":718,"height":12}},{"id":"aa04cc01-9ceb-41f3-bf12-2835b9ba6d6d","block_type":"box","text":"affiliates, and may also purchase and hold instruments not included in the Underlying Index when","page_number":2,"box":{"x":157,"y":875,"width":712,"height":13}},{"id":"02362f7c-3076-4327-afa0-fc6e56047fa8","block_type":"box","text":"BFA believes that such instruments will help the Fund track the performance of the Underlying","page_number":2,"box":{"x":157,"y":891,"width":688,"height":12}},{"id":"1eb2a7b3-4457-425e-9f5f-7c2a93b5f10a","block_type":"box","text":"Index over time, including in light of expected liquidity or trading costs, anticipated additions to or","page_number":2,"box":{"x":158,"y":906,"width":713,"height":13}},{"id":"3f9baa10-ee36-4862-87e2-e61f214306fc","block_type":"box","text":"deletions from the Underlying Index, or other reasons as determined by BFA.","page_number":2,"box":{"x":157,"y":922,"width":553,"height":13}},{"id":"758133d2-6c64-4bec-9aa2-f7abc6d3b4c0","block_type":"box","text":"In accordance with Rule 35d-1 under the 1940 Act, under normal circumstances, the Fund will not","page_number":3,"box":{"x":158,"y":69,"width":717,"height":12}},{"id":"4390273d-bd06-48aa-8524-6c5627b56452","block_type":"box","text":"invest less than 80% of the value of its net assets, plus the amount of any borrowings for","page_number":3,"box":{"x":157,"y":85,"width":648,"height":12}},{"id":"f87182eb-9e9b-4083-97c2-dca0fea7669e","block_type":"box","text":"investment purposes, in components of its Underlying Index. 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Due to the Fund’s potential use of such instruments","page_number":3,"box":{"x":157,"y":247,"width":690,"height":13}},{"id":"0da6b2ae-637c-4e8a-9bba-4d0da546dc39","block_type":"box","text":"above the prescribed levels, it is considered a “commodity pool” under the Commodity Exchange","page_number":3,"box":{"x":157,"y":263,"width":708,"height":13}},{"id":"4be887fc-f1e8-4ee0-ad44-3714b4698a60","block_type":"box","text":"Act (“CEA”). The Subsidiary is also deemed a commodity pool. 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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":"39cf6eb6-0e2a-440f-991f-840e14923500","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":"f713548f-7e5d-40e5-bb19-e4199f165112","block_type":"box","text":"in any single commodity or commodity sector.","page_number":3,"box":{"x":157,"y":557,"width":342,"height":13}},{"id":"34da86ac-96dc-4bcb-a366-d929bfe4e3cb","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":"1a63360a-34ce-4788-8880-6722c72ee925","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":"512c3111-c1d6-48be-aa06-1397242a4caa","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":"00b60417-c43d-4a69-85f7-7072cc9cd150","block_type":"box","text":"business days. 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Index;","page_number":3,"box":{"x":177,"y":759,"width":375,"height":13}},{"id":"8acc788d-3624-4aad-bdae-0f4f689fc558","block_type":"box","text":"Š","page_number":3,"box":{"x":157,"y":785,"width":8,"height":6}},{"id":"f4602429-d6fd-4547-b5ac-f13d48d1f19f","block_type":"box","text":"No single commodity (e.g., natural gas, silver) may constitute less than 1.5% of the Index as","page_number":3,"box":{"x":178,"y":782,"width":664,"height":13}},{"id":"9d9a0c8c-fd52-4cc0-8d4b-9bd8f0932538","block_type":"box","text":"liquidity allows.","page_number":3,"box":{"x":178,"y":798,"width":109,"height":12}},{"id":"7d209727-d8c8-41a0-a5f7-1cb1ba6c4e68","block_type":"box","text":"Such capping may be exceeded by the commodity target weight calculated for each commodity on","page_number":3,"box":{"x":157,"y":821,"width":719,"height":13}},{"id":"acdcabdc-2dcd-47b8-99f6-213e82578ef9","block_type":"box","text":"the last Underlying Index business day of November for the following year and implemented at the","page_number":3,"box":{"x":156,"y":837,"width":719,"height":12}},{"id":"fbc89e6b-4740-4d38-b8f3-06ba5fb91e51","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":"bbdd3bd9-a541-4418-a426-e5f1255931b3","block_type":"box","text":"Š","page_number":4,"box":{"x":116,"y":71,"width":9,"height":7}},{"id":"59ae8681-217f-4d05-bbca-0dbe825470c5","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":"e2b67d7f-ded5-4436-b913-42b326ab2cd1","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":"d7259f95-b33d-47f1-9ee1-0ecd9d24dfd8","block_type":"box","text":"Non-Fundamental Investment Policies of the 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by","page_number":4,"box":{"x":158,"y":178,"width":695,"height":12}},{"id":"81e389cf-f416-41de-89be-2dfcba533001","block_type":"box","text":"another investment company investor in reliance on the provisions of subparagraph (G) of","page_number":4,"box":{"x":157,"y":193,"width":660,"height":13}},{"id":"9527c77c-1b2f-4864-a2b3-1f856e248d44","block_type":"box","text":"Section 12(d)(1). The foregoing restriction does not restrict the Fund from acquiring the shares of","page_number":4,"box":{"x":157,"y":209,"width":714,"height":12}},{"id":"ca780837-7a0e-4aab-8192-86df73dac3a0","block_type":"box","text":"registered open-end investment companies to the extent otherwise permissible under other","page_number":4,"box":{"x":157,"y":224,"width":670,"height":13}},{"id":"eb55b735-2b65-4b31-8ad1-977427e8d03b","block_type":"box","text":"provisions of the 1940 Act, as interpreted, modified or otherwise permitted by regulatory authority","page_number":4,"box":{"x":157,"y":240,"width":718,"height":12}},{"id":"b13e5e09-7314-45e0-9c4c-5be58e018ce4","block_type":"box","text":"having jurisdiction, from time to time.","page_number":4,"box":{"x":157,"y":255,"width":277,"height":13}},{"id":"1fb9582d-91ab-4d0b-a901-a8f1eaa5f2af","block_type":"box","text":"Notations Regarding the Fund’s Fundamental and Non-Fundamental Investment Policies","page_number":4,"box":{"x":157,"y":278,"width":667,"height":13}},{"id":"7f826a27-ad45-4149-b424-a115027e31e8","block_type":"box","text":"Unless otherwise indicated, all limitations under the Fund’s fundamental or non-fundamental","page_number":4,"box":{"x":157,"y":302,"width":679,"height":11}},{"id":"682b8be6-03a3-464a-bd76-c1230bbda3b3","block_type":"box","text":"investment restrictions apply only at the time that a transaction is undertaken. 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Such agreements can include payments by BFA","page_number":5,"box":{"x":116,"y":224,"width":734,"height":13}},{"id":"38ecb035-8a1f-478e-9c7a-d8e28a029996","block_type":"box","text":"Entities to such Intermediaries and third parties for data collection and provision, technology support,","page_number":5,"box":{"x":117,"y":240,"width":739,"height":12}},{"id":"70a0ec31-92fc-482e-a574-5e313db9ca41","block_type":"box","text":"platform enhancement, or educational content, co-marketing and cross-promotional efforts. In certain","page_number":5,"box":{"x":116,"y":255,"width":749,"height":13}},{"id":"6a56a245-53fb-4763-ae44-86d510851381","block_type":"box","text":"cases, such payments to Intermediaries are subject to certain minimum payment levels or tiered","page_number":5,"box":{"x":116,"y":271,"width":701,"height":12}},{"id":"4511fe2d-7ed6-4054-a4b1-f7805c4157b0","block_type":"box","text":"payments. With respect to certain funds and Products, payments by the BFA Entities may take the form","page_number":5,"box":{"x":116,"y":286,"width":754,"height":13}},{"id":"8d375750-6cca-4877-8922-8f38a27c2ad5","block_type":"box","text":"of, among other things, “due diligence” payments for an Intermediary’s review of such funds and","page_number":5,"box":{"x":116,"y":302,"width":708,"height":12}},{"id":"6bcf4092-4514-4fd1-b2ff-4fb036302215","block_type":"box","text":"Products; payment for providing employee training and information relating to such funds and Products;","page_number":5,"box":{"x":117,"y":317,"width":763,"height":13}},{"id":"4fa9ca4a-5c2c-4b21-9ea8-2fdc61fd05aa","block_type":"box","text":"fees for access (in some cases on a preferential basis) to an Intermediary’s registered representatives,","page_number":5,"box":{"x":116,"y":333,"width":739,"height":12}},{"id":"89f11eeb-e644-433e-8203-7862e8109376","block_type":"box","text":"salespersons or other personnel, fees for maintaining an Intermediary’s investor platform, “shelf space”","page_number":5,"box":{"x":116,"y":348,"width":753,"height":13}},{"id":"9db6c7c0-d441-4cec-bbf6-cd16ae734b0a","block_type":"box","text":"payments for making such funds and Products available on the Intermediary’s platform or fees for","page_number":5,"box":{"x":116,"y":364,"width":716,"height":12}},{"id":"2f5fa1f4-88d9-4233-b22f-fd8d3c3220e0","block_type":"box","text":"providing assistance in promoting the sale of such funds and Products. In such cases, the payments to","page_number":5,"box":{"x":116,"y":379,"width":747,"height":13}},{"id":"5a427b4d-5738-4447-b264-a5417071a720","block_type":"box","text":"Intermediaries may be tiered or based on a percentage of the value of the funds and Products held by","page_number":5,"box":{"x":117,"y":395,"width":738,"height":12}},{"id":"2a6a751b-46ae-482d-ba5b-ab06a0c04235","block_type":"box","text":"customers of the applicable Intermediary and may also be subject to minimum payment levels. Payments","page_number":5,"box":{"x":116,"y":410,"width":769,"height":13}},{"id":"d4fd50a0-aa0c-4e95-8657-aa105148fc86","block_type":"box","text":"made pursuant to such arrangements may vary in any year and may be different for different","page_number":5,"box":{"x":117,"y":426,"width":677,"height":12}},{"id":"e56bed7e-6a02-4610-9689-2759142de876","block_type":"box","text":"Intermediaries and third parties and may reflect different services provided. As of the date of this SAI, the","page_number":5,"box":{"x":117,"y":441,"width":764,"height":13}},{"id":"02b28f26-98b7-420b-82d5-cb7fff75fcc8","block_type":"box","text":"Intermediaries and other third parties (or their respective affiliates) receiving one or more types of the","page_number":5,"box":{"x":117,"y":457,"width":740,"height":12}},{"id":"15ec91b2-095a-423f-8016-b13a769c22ff","block_type":"box","text":"contractual payments described above include (in addition to FBS and NFS): &Partners, Advisor Credit","page_number":5,"box":{"x":116,"y":472,"width":743,"height":13}},{"id":"64de766f-7b4e-4a15-8bd1-a5ebfce53d96","block_type":"box","text":"Exchange, AE Wealth Management, LLC, American Enterprise Investment Services, Inc., Avantax","page_number":5,"box":{"x":117,"y":488,"width":702,"height":12}},{"id":"416727df-afc0-4413-954a-d57c05b2b568","block_type":"box","text":"Investment Services, Inc., BNY Mellon Capital Markets, LLC, BNY Mellon Performance & Risk Analytics,","page_number":5,"box":{"x":117,"y":503,"width":744,"height":13}},{"id":"84531933-c083-4c2d-9cb3-7d6b7ef619c3","block_type":"box","text":"LLC, Cetera Financial Group, Inc., Charles Schwab & Co., Inc., Clearstream Fund Centre AG,","page_number":5,"box":{"x":117,"y":519,"width":660,"height":12}},{"id":"67d77947-72c4-44aa-a8a7-05286b2b5da7","block_type":"box","text":"Commonwealth Equity Services, LLC, Dorsey Wright and Associates, LLC, Dynasty Financial Partners LLC,","page_number":5,"box":{"x":116,"y":534,"width":769,"height":13}},{"id":"7b2260fb-bb5a-4b96-8b22-26b8ee2c3c26","block_type":"box","text":"E*Trade Securities LLC, Envestnet Asset Management, Inc., Equitable Advisors, LLC, iCapital Markets LLC,","page_number":5,"box":{"x":117,"y":550,"width":767,"height":12}},{"id":"68fa7cf0-6b1b-4b53-b635-28b677a26f9c","block_type":"box","text":"Interactive Brokers LLC, LPL Financial LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MML","page_number":5,"box":{"x":117,"y":565,"width":726,"height":13}},{"id":"353aaab0-685b-46b9-9e7a-e0ceba184766","block_type":"box","text":"Investors Services, LLC, Morgan Stanley Smith Barney LLC, Northwestern Mutual Investment Services,","page_number":5,"box":{"x":117,"y":581,"width":742,"height":12}},{"id":"0a5bd6e6-2fd5-4abb-b864-afb6af3241a0","block_type":"box","text":"LLC, Orion Portfolio Solutions, LLC, Pershing LLC, Raymond James Financial Services, Inc., Riskalyze, Inc.,","page_number":5,"box":{"x":117,"y":596,"width":760,"height":13}},{"id":"d6a75969-e6c8-4970-aee0-4adc9a8d8d56","block_type":"box","text":"Rockefeller Financial LLC, Sanctuary Wealth Group, LLC, UBS Financial Services Inc., Wells Fargo Clearing","page_number":5,"box":{"x":117,"y":612,"width":763,"height":12}},{"id":"14dd481a-9302-4190-9fd4-5de7cdbf7046","block_type":"box","text":"Services, LLC and Wells Fargo Advisors Financial Network, LLC. Any additions, modifications, or deletions","page_number":5,"box":{"x":116,"y":627,"width":767,"height":13}},{"id":"93cb00b4-4729-4e24-871e-282c2c1d61ef","block_type":"box","text":"to Intermediaries and other third parties listed above that have occurred since the date of this SAI are not","page_number":5,"box":{"x":116,"y":643,"width":766,"height":12}},{"id":"7a9c980e-9cb3-4d0e-9bbf-07ecae774b44","block_type":"box","text":"included in the list.","page_number":5,"box":{"x":117,"y":658,"width":139,"height":10}},{"id":"e01bc7f1-f63f-45c2-b25c-c48c6471ab45","block_type":"box","text":"If you have any questions, please call 1-800-iShares (1-800-474-2737).","page_number":5,"box":{"x":117,"y":682,"width":516,"height":12}},{"id":"14679500-c6e0-44ae-b4e7-797fcc36ae1c","block_type":"box","text":"iShares","page_number":5,"box":{"x":117,"y":869,"width":40,"height":8}},{"id":"fffe5b47-1344-4a32-a50a-dd0f4168446b","block_type":"box","text":"®","page_number":5,"box":{"x":158,"y":869,"width":8,"height":5}},{"id":"f2b672a0-31f9-449f-bfdb-30684a3a0c56","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":"f079674e-11ba-4ed2-a883-ecbc80f7e98b","block_type":"box","text":"IS-A-IntermSAI-0926","page_number":5,"box":{"x":761,"y":887,"width":122,"height":8}},{"id":"1f819f0b-798d-4a49-aa3b-c9da438c0ab1","block_type":"box","text":"PLEASE RETAIN THIS SUPPLEMENT","page_number":5,"box":{"x":368,"y":911,"width":265,"height":9}},{"id":"1b0c38da-ed51-468e-81d3-664be110ea8f","block_type":"box","text":"FOR FUTURE REFERENCE","page_number":5,"box":{"x":407,"y":926,"width":186,"height":10}},{"id":"04da59ad-a8ab-4012-bf49-97136527b7ca","block_type":"box","text":"iShares","page_number":6,"box":{"x":445,"y":87,"width":95,"height":15}},{"id":"447779a1-4814-4146-a5d1-e66e07094882","block_type":"box","text":"®","page_number":6,"box":{"x":541,"y":85,"width":15,"height":12}},{"id":"afbc46e9-f338-44e2-b90c-a1559e8fd417","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":"9f476646-491d-4d14-a7ab-01b882c92629","block_type":"box","text":"Supplement dated April 2, 2026","page_number":6,"box":{"x":375,"y":139,"width":249,"height":12}},{"id":"7fff108a-94b6-4574-a82c-2eb5f0519d5e","block_type":"box","text":"to the currently effective Summary Prospectus,","page_number":6,"box":{"x":311,"y":154,"width":376,"height":12}},{"id":"c4c5ca91-9eac-4b15-b794-c72d0b7d13ed","block_type":"box","text":"Prospectus and Statement of Additional Information (“SAI”)","page_number":6,"box":{"x":262,"y":170,"width":476,"height":12}},{"id":"5f3d4bdb-c559-4634-91ed-1e531111766a","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":"3465f5e2-b575-4f8b-bf84-9b4fccc27ca9","block_type":"box","text":"(each, a “Fund” and collectively, the “Funds”)","page_number":6,"box":{"x":316,"y":201,"width":367,"height":12}},{"id":"197f1983-5421-4280-8dc4-dc9d564e688a","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":"48f0abae-cda8-413b-9a0a-705149a6436f","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":"2d42f8d3-9417-4075-9786-0ac942ffa9f3","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":"1e16b210-48db-4009-bcb9-be1722f374a4","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":"7dff81e9-ba1c-406e-abfd-9d695f4f4a19","block_type":"box","text":"Investment Adviser and Sub-Adviser","page_number":6,"box":{"x":184,"y":325,"width":293,"height":9}},{"id":"29b2244c-6728-4a6a-80b7-f0a3158bfbc9","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":"847da786-d222-41ec-bc1f-2ada12429e41","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":"9d3c17b8-cee0-4de8-ac92-2fc7acef902c","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":"c4610a8d-cac6-46a6-a10f-b9a198b3087f","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":"d5b08742-2864-423d-8b83-8b70d8e9fff9","block_type":"box","text":"with respect to the Fund.","page_number":6,"box":{"x":183,"y":402,"width":183,"height":12}},{"id":"d699431b-292a-486b-9af2-97355b10c16d","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":"26d24ac0-66aa-48b7-94eb-3ee634a4525c","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":"4c0ebe50-bd81-49dd-8573-0b477511d742","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":"7127b4b9-7f08-4b76-8455-d1bdc47699bf","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":"3d3ccdab-bfef-4fb6-966a-7ca5b559493e","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":"dd5f5211-21f7-42f8-a810-c2cb8aed2efb","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":"53fbb619-332b-4fed-9a83-357648dfa787","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":"087f144d-a430-41c3-930b-86e262a0298e","block_type":"box","text":"section of the Fund’s SAI:","page_number":6,"box":{"x":184,"y":573,"width":189,"height":9}},{"id":"207165b5-668b-468b-8dfc-99e7230303f6","block_type":"box","text":"Investment Sub-Adviser.","page_number":6,"box":{"x":184,"y":604,"width":195,"height":9}},{"id":"44bdc302-1952-4181-aaf5-f41bf5a66e99","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":"296bf524-e2e2-4aa3-b3ac-f8abcf0b0110","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":"ddbb30fa-3e9a-4a12-89cd-3656fa4cc34b","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":"1c498417-829c-4fae-8bf3-21ed043e6c60","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":"3e323bfc-b05a-4c29-9d54-6e2018298c3c","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":"97030cb2-ee0e-44bf-a943-a894d99df9b6","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":"6acfceb2-2b13-4725-a02a-52a388a55291","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":"d2753c98-4cca-4593-9f5d-a1512253027c","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":"18e68043-db79-4554-a9c5-6ca4ccfab462","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":"0eb9290b-49c3-4ac0-8930-227ea4db8ac0","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":"18962278-be67-4522-9470-dc9537d4b26c","block_type":"box","text":"Portfolio Managers.","page_number":7,"box":{"x":184,"y":506,"width":155,"height":12}},{"id":"5a2c1fa6-8f7f-4701-a165-d681c6630f2a","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":"d3d16d81-a897-4bff-a282-9b92fe9cb9da","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":"72bb405b-d821-422a-8c1f-5412d4a5c27e","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":"bbb03922-dd04-448c-9897-9f85168441fc","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":"7d999d06-c9b0-432a-a1dd-631da4c5388c","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":"dd87c7c7-98de-4d6c-accb-ed9f2921319b","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":"840b25fb-a726-46fd-8395-b9a6f41d1a50","block_type":"box","text":"following:","page_number":7,"box":{"x":183,"y":614,"width":69,"height":12}},{"id":"65421645-dea7-4244-995d-8f2872796866","block_type":"box","text":"Portfolio Managers.","page_number":7,"box":{"x":184,"y":645,"width":155,"height":12}},{"id":"79e8e5dc-ce26-40ca-bde6-afacb1e6e8cc","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":"37339765-ffc9-44ff-b4a8-c8b67a4a207d","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":"6e2ee507-8390-4b78-b31c-898a7010269f","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":"b5214827-f809-488b-9233-dd02e67d784e","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":"bfe8ab48-fc1b-4f5b-8b10-8957500a79d7","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":"b8d84d00-8b0c-4328-a40c-988c875a9b4a","block_type":"box","text":"primarily responsible for the day-to-day management of the Fund. 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In the SAI for each Fund listed in Appendix A, the following is added to the “Investment","page_number":7,"box":{"x":150,"y":831,"width":678,"height":12}},{"id":"c63263e3-f6f3-4da9-bcf0-1285a28cff5a","block_type":"box","text":"Advisory, Administrative and Distribution Services – Portfolio Managers” section:","page_number":7,"box":{"x":183,"y":847,"width":597,"height":12}},{"id":"95a651ba-88fe-4ebe-945a-f0431ac50242","block_type":"box","text":"Franzel Medina","page_number":8,"box":{"x":184,"y":87,"width":120,"height":10}},{"id":"975e350a-3c59-4266-905c-04192c02587f","block_type":"box","text":"(as of March 27, 2026)","page_number":8,"box":{"x":310,"y":87,"width":168,"height":12}},{"id":"797e695c-d4a1-4065-bc44-fb55bdf2f192","block_type":"box","text":"Number of","page_number":8,"box":{"x":397,"y":117,"width":84,"height":9}},{"id":"14c158cf-74e2-41a3-97f6-315a34681c94","block_type":"box","text":"Other","page_number":8,"box":{"x":397,"y":132,"width":44,"height":10}},{"id":"79e44a01-16f8-426a-a8c8-21b5e859ca41","block_type":"box","text":"Accounts","page_number":8,"box":{"x":396,"y":148,"width":76,"height":9}},{"id":"eafbcc8b-c12b-494e-b63d-62c504613da2","block_type":"box","text":"Total Assets Number of Other","page_number":8,"box":{"x":498,"y":117,"width":293,"height":9}},{"id":"961c104a-9b61-446a-97d7-45109f50dc8f","block_type":"box","text":"Accounts with","page_number":8,"box":{"x":657,"y":132,"width":114,"height":10}},{"id":"ab4235ae-2826-4ff7-9d6e-d4e263e4e3df","block_type":"box","text":"Performance Fees","page_number":8,"box":{"x":658,"y":148,"width":144,"height":9}},{"id":"db77f0bd-d018-4340-9be7-1e3cb7661545","block_type":"box","text":"Total","page_number":8,"box":{"x":820,"y":117,"width":39,"height":9}},{"id":"3d757fcf-60fe-43b0-be12-8b877be36969","block_type":"box","text":"Assets","page_number":8,"box":{"x":820,"y":132,"width":54,"height":10}},{"id":"9c42c28b-0b28-49b5-bcef-7499e95b1677","block_type":"box","text":"Registered Investment","page_number":8,"box":{"x":193,"y":179,"width":167,"height":12}},{"id":"77c96003-49ae-4848-afc4-e58164558846","block_type":"box","text":"Companies","page_number":8,"box":{"x":192,"y":194,"width":84,"height":12}},{"id":"309b140a-a542-4a7f-999f-eeb422010ae2","block_type":"box","text":"0 N/A 0 N/A","page_number":8,"box":{"x":397,"y":179,"width":451,"height":9}},{"id":"68f1c2ff-8067-4649-9fd4-8a674a3b06cb","block_type":"box","text":"Other Pooled Investment","page_number":8,"box":{"x":192,"y":225,"width":185,"height":10}},{"id":"d38af91a-ba18-4c04-9bb1-c1708bba560e","block_type":"box","text":"Vehicles","page_number":8,"box":{"x":192,"y":241,"width":62,"height":9}},{"id":"d1736e88-5ffb-46d5-a744-b87eb5e03b56","block_type":"box","text":"55 $125,128,900,000 0 N/A","page_number":8,"box":{"x":397,"y":224,"width":451,"height":12}},{"id":"9f34724f-5650-4e78-be76-a25c05b410a0","block_type":"box","text":"Other Accounts 18 $5,264,200,000 0 N/A","page_number":8,"box":{"x":192,"y":271,"width":656,"height":12}},{"id":"8d81eb7a-92cc-4244-b7e3-32d41cd04148","block_type":"box","text":"As of March 31, 2026, Franzel Medina did not beneficially own shares of the Funds.","page_number":8,"box":{"x":183,"y":301,"width":621,"height":12}},{"id":"de8f651e-fcc2-4315-a25d-86b2491e0935","block_type":"box","text":"*******","page_number":8,"box":{"x":463,"y":331,"width":73,"height":4}},{"id":"fa40c63e-bf8e-4d18-84c9-e0381b2ee8e9","block_type":"box","text":"Effective immediately, Kyle Peppo is added as a portfolio manager for each Fund listed in Appendix B,","page_number":8,"box":{"x":117,"y":361,"width":758,"height":12}},{"id":"9504b8f1-3faf-4947-95d2-cdf5bd52cd6a","block_type":"box","text":"and the following changes are made:","page_number":8,"box":{"x":116,"y":376,"width":273,"height":12}},{"id":"36858b94-742e-4d29-b799-df75e208ce50","block_type":"box","text":"1. 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":"15280226-253d-44d6-ad49-0a4015935335","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":"c12af020-1970-4186-b176-3d8afc098232","block_type":"box","text":"replaced with the following:","page_number":8,"box":{"x":184,"y":437,"width":200,"height":12}},{"id":"ddb56ec3-1586-45da-b267-d78c12f301c5","block_type":"box","text":"Portfolio Managers.","page_number":8,"box":{"x":184,"y":466,"width":155,"height":13}},{"id":"6b774d60-7ba8-40f4-bf68-e3aa6ace9536","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":"e40aac1d-98fa-4ea2-89e5-781d614136d6","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":"587f3073-b433-4a80-b2a5-751a7dd8924e","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":"957a5658-8ee8-4953-9b04-a0ca82371499","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":"890f208b-b2ef-4b24-9cc1-7942a4994dff","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":"2e021984-cab2-461b-b518-dc2aa1cda803","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":"df6fb4c6-ff47-40e1-a4ac-d781d5892285","block_type":"box","text":"entirety and replaced with the following:","page_number":8,"box":{"x":184,"y":574,"width":292,"height":12}},{"id":"875df7d2-ba7f-4a4e-a6de-72f8fe1a3592","block_type":"box","text":"Portfolio Managers.","page_number":8,"box":{"x":184,"y":603,"width":155,"height":12}},{"id":"40ce2ac3-73bf-4012-baa7-2cbafa5be34e","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":"697164b0-feca-44e1-a6e7-bd6c82a2ce67","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":"9eb80aef-127b-418b-b520-3456981b3882","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":"73d34280-b1a1-4f6d-9e7c-e9ea323e2bd5","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":"d6795c0a-f370-44ba-b70e-cbb03e433465","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":"410edb46-ef79-402a-bed8-bb24b7ca9ad2","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":"1108dbe6-6b22-4c08-b2a2-1a086ec8a861","block_type":"box","text":"with the following:","page_number":8,"box":{"x":183,"y":710,"width":131,"height":13}},{"id":"5af3610f-e9f8-4ff7-8044-749d4fab818d","block_type":"box","text":"Portfolio Managers.","page_number":8,"box":{"x":184,"y":740,"width":155,"height":12}},{"id":"142cf671-7a3d-4c94-9f0a-83b7949311bb","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":"d1839dbb-40b2-4135-896c-450849179e68","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":"2d40146f-9039-4d5e-877d-32ee1216426c","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":"4ae903b7-fd77-4ddb-8a94-89018222d047","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":"31c127f3-bddf-4a4d-968f-747b7b550225","block_type":"box","text":"4. In the Prospectus for each Fund listed in Appendix B, the “Management of the Funds –","page_number":8,"box":{"x":150,"y":816,"width":679,"height":12}},{"id":"817be4ba-2372-4ffc-8ade-2074891ce0e5","block_type":"box","text":"Portfolio Managers” section is updated to state that Orlando Montalvo, Richard Mejzak, Erin","page_number":8,"box":{"x":184,"y":832,"width":680,"height":12}},{"id":"89e17a3b-fc1c-4c2f-8f68-665aac762be2","block_type":"box","text":"Armstrong and Kyle Peppo are primarily responsible for the day-to-day management of the","page_number":8,"box":{"x":183,"y":847,"width":675,"height":12}},{"id":"29c82efc-7719-4018-9533-2d0ee38c94b6","block_type":"box","text":"Fund. In addition, the following is added to that section:","page_number":8,"box":{"x":184,"y":863,"width":408,"height":12}},{"id":"2628bde9-b8fd-4f53-a245-5ca77ef77dc9","block_type":"box","text":"Kyle Peppo has been employed by BFA or its affiliates as a portfolio manager since 2017. 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See the","page_number":14,"box":{"x":59,"y":429,"width":460,"height":13}},{"id":"8e4d22d3-9ea6-4cf5-9280-231e043e2e8f","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":14,"box":{"x":524,"y":429,"width":300,"height":13}},{"id":"72343893-dda7-4599-92d6-af183cb60939","block_type":"box","text":"section of this","page_number":14,"box":{"x":829,"y":429,"width":98,"height":10}},{"id":"101ba88e-3c29-490e-a2c6-5ee619f436b7","block_type":"box","text":"SAI. Transaction fees and other costs associated with creations or redemptions that include a cash portion may be higher","page_number":14,"box":{"x":59,"y":445,"width":851,"height":12}},{"id":"efca60d9-e6c5-49ef-8e8e-ed66a2dd1bf8","block_type":"box","text":"than the transaction fees and other costs associated with in-kind creations or redemptions. 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There can be no assurance that the","page_number":14,"box":{"x":60,"y":634,"width":799,"height":12}},{"id":"901ce51e-9b94-425b-bc86-c3fb590e7fe7","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":"bfb608c8-8030-488c-aa19-7c5e3c12e6df","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":"8b23978c-487b-49c8-8959-46383aae6fb6","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":"8ba61316-f09b-4609-bb4a-9fb4505fed92","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":"e41f70f4-d643-4b8b-9023-9e13edfac3f5","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":"350350c6-2624-4b69-b466-d42cc6a48ab1","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":"335836e9-2f65-4795-91d4-109c04a7409f","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":"2339926e-3728-4583-a628-bc45af6fbb93","block_type":"box","text":"the Fund.","page_number":14,"box":{"x":59,"y":754,"width":65,"height":10}},{"id":"db0284d9-90cd-4325-b0ca-fb7a2a891960","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":"b9615006-db87-43e9-86c8-ad0afffab1dc","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":"bc05d8e9-eb92-4805-9cdd-987201cc65bb","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":"83a39624-15c8-4f69-aa83-46a3eac48840","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":"2c2037ea-4023-4ca9-a44c-7779d50ba9bd","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":"eafe4253-c4b7-40e6-8d72-a4d11ca8e06e","block_type":"box","text":"1","page_number":14,"box":{"x":496,"y":916,"width":4,"height":9}},{"id":"fa010a2f-d886-4df7-b599-f47084955977","block_type":"box","text":"Investment Strategies and Risks","page_number":15,"box":{"x":62,"y":67,"width":531,"height":30}},{"id":"10a6d783-de89-4bf4-ada3-3c69c4fe4466","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":"e9759499-1cdc-4494-82aa-9456b4bb5e64","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":"f6a92f4d-a4ce-498e-b001-d5d1b7cbf436","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":"30f84b1a-5a2b-4709-8a48-c97360bfc215","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":"e67ebe6a-e114-451f-a58a-37fc65960a4c","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":"5031c6c4-8b59-46e9-9e29-84561944a445","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":"05af09e3-f192-4e43-af80-fbbeb1f2ce7d","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":"447bdbc6-f7c9-421e-86ee-ffaa3ba1ce82","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":"acf4915c-311a-4329-8f35-acdab5a19b84","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":"406b8b5b-ada4-4adf-9ead-80b5af9fe4c4","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":"96b0757c-7f1f-4ea3-adc9-14ffc8f51dc6","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":"729bb18c-3b55-4538-8f59-28b076f4bdc4","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":"9d776ff7-2666-4793-9055-0c4843844149","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":"0025a992-9f43-4b08-9d9b-b6d05d06828b","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":"58965606-1e6d-4e08-90b7-39e47c494826","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":"564ee64d-dbc8-4f4b-abdd-0f76e51166f4","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":"9550e958-a71f-4fa4-8e55-805dd3a07fc6","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":"1c9e943b-6788-46d6-b40c-12efc33aa034","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":"04019b6f-0db0-4d90-8c4f-e01543e03e38","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":"ca0c58e1-1499-4c62-8bf7-6f6ff14bc2a2","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":"94fa5603-d7cf-4b52-9d81-f15a278815b2","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":"c8f8e2f6-c2e4-46db-be85-bdcf29817ec6","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":"68c8e77a-89dd-4ffa-844a-a5a81e8f631f","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":"ce450375-a317-40f9-b8c4-5e6e9fe5dcc2","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":"1c16a0cd-aaca-4383-a6f2-b50c6dbd962f","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":"29a7b687-5c5f-45ac-a76f-9334e1d9ca87","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":"4afb81b9-39d7-4716-94fa-1bad8924fa51","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":"08a61363-f835-44f1-84cd-bc3193095324","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":"d68c54bc-0579-40d3-a2b5-780f01e3aded","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":"3cd259a0-2693-47be-a6cc-f13be9bce45c","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":"708ffebd-1642-4a9c-9916-1be51db0cab5","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":"48edf3ca-a923-49ae-9378-b05f54f82d79","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":"7af24299-11ca-4890-8715-ec7172f69b01","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":"4abb9d23-abc5-4a0b-9939-4a9e78859130","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":"87a719ab-5d18-4016-86de-11af8083e129","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":"20d8392e-b1b1-4f4f-913f-90273e04328e","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":"cbf8bf48-1f14-4e48-9601-668e53a2e59e","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":"db3b66bf-859d-47d9-8287-4d225509ee1b","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":"e46d5236-140b-4ec2-8317-079f56f2c639","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":"9a7a715b-4442-49a1-bd6d-24eaa7ab73f2","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":"d816c0f1-0644-44cf-800b-adb79d31472a","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":"59881c5d-1cf1-4f6d-83c1-817311ffa29c","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":"891a3e6c-3a73-4f10-85db-28317a7375e8","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":"5c2821bd-5d11-49e4-902d-6a4e5f114bfc","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":"845aa538-c858-4053-bad2-e1750ece38b7","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":"c1ffc94d-3c3c-4665-843a-17e5bb9623b3","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":"f6818cca-8371-406a-91f2-66d4d716ff9c","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":"2a3d8e38-4b6b-4ba8-a28d-c79aa053a204","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":"3e7da76f-27d3-4751-bea8-ae96493755cf","block_type":"box","text":"2","page_number":15,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"1ff1b605-f8a8-4b91-abc4-6fec7dcb9ccc","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":"b21764fb-9200-412e-9cb6-235f6915e2c9","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":"869082f6-9090-45a1-a16f-d5bec4cb4526","block_type":"box","text":"described below.","page_number":16,"box":{"x":59,"y":97,"width":116,"height":10}},{"id":"2ae8ea58-9978-4d34-9cfe-3607f38c5e9f","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":"863a1a84-95c8-4ec2-a73d-784326db4317","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":"9d115a9a-c9c8-4f7d-8af2-c887526cdc93","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":"94fffad8-db87-46f7-b309-6dd963ca09ce","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":"2c2c8116-0762-47c0-87e7-fa65d72e2293","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":"b3b15eda-6e99-4edf-9cdb-4af7c3dd278e","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":"85a1b883-b20d-4dfa-a623-4f101666d680","block_type":"box","text":"offered to other investors.","page_number":16,"box":{"x":59,"y":214,"width":179,"height":10}},{"id":"461899bb-3a4a-4e4d-b2dc-850efd8a8652","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":"3170fd38-3921-4468-9a90-64f257725266","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":"4256d00c-2c74-4572-88c5-4df83b201461","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":"15e5ff8e-6888-486f-8e14-87340a033eff","block_type":"box","text":"doing so.","page_number":16,"box":{"x":59,"y":286,"width":63,"height":12}},{"id":"a3737834-2efc-4ece-9f26-709c8841abff","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":"db52dcd5-84c6-4b60-8498-c3b0dbbb3365","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":"b3048ff6-8aa0-4b25-893e-853d5e163c7d","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":"6f04a106-0ef7-47e3-819f-032a90492458","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":"93e7ed67-c2ad-49cb-9810-141339fcba3b","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":"a51fe9bc-57ac-4bf0-9e8f-05f6c557f321","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":"499adb9d-2064-419e-a487-8c77c3d1bde2","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":"ad462e25-d85a-4987-83e7-f1ce53d4cbae","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":"d8c54fd9-9ec8-486d-b922-e2c4762c0746","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":"58a3590a-a3a0-4cf1-8be6-b973ae57d35f","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":"b20d4ea0-2e0f-4421-8780-26014efd3727","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":"16062e81-e35e-46b5-9716-f4cacb61c050","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":"663362f2-1473-44a5-8993-0764589a8468","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":"2a85668b-cc13-43e7-8658-1cfcc6ba3e2d","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":"4a7ff7fe-977e-41a6-8393-6a8a7b4d3798","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":"5979fa9f-1701-4e33-a089-24d954d9d067","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":"1bfa82f5-4dd4-47e2-aaa5-b53d00c78a37","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":"dc810468-3d63-4d9a-acfe-784d55795152","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":"84984d23-b429-4f9c-bf84-2ead105b9944","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":"13b39c0c-8b17-4815-9970-03b019344ce3","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":"d4dace1b-fe5a-4173-b2ef-d63c4ff220dc","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":"5e4bd5be-1985-4ec3-834c-6c76f3a47d04","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":"8f113ab0-6dee-401e-b2ed-031e0fac696b","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":"d4173ae7-c289-418c-9739-c8b91a1790a2","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":"62b863ca-53ff-46b6-91e4-49fb37802112","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":"784f9a20-74fc-4492-9525-6a369f9ac5ee","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":"6467e655-f873-4423-b349-86984fff0c5c","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":"72c02ec5-2520-4a2e-b286-46c2cc4f241d","block_type":"box","text":"circumstances.","page_number":16,"box":{"x":59,"y":755,"width":105,"height":9}},{"id":"65c77bf3-2bdc-418b-967a-91b0c54ca07a","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":"c5413b10-f0f4-4107-8ca9-132f99bf5556","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":"f376525e-ede7-4180-a995-0506f44e2bc6","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":"444b299f-5765-47cc-817b-b61acc3590dc","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":"fccd6152-ffe1-45e2-94b8-2554b5116691","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":"4ddde3af-50b7-410e-822e-e70553ee5c34","block_type":"box","text":"Borrowing.","page_number":16,"box":{"x":60,"y":868,"width":78,"height":12}},{"id":"46e4903e-cd6d-4041-bd9d-2f5514124923","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":"d95f3592-8080-479b-bab4-282febab13e2","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":"ff9923a7-75fc-4fd2-b639-636a47b251a1","block_type":"box","text":"3","page_number":16,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"2e4a98ae-c793-4d0f-8e48-4fa392acf3c1","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":"5996b018-1ec6-41e6-8639-0209c11fa311","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":"6d9a535f-59fb-4b69-93b6-5de98b37fa87","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":"b43ae396-ae2d-469d-b2cf-d67d9efacf9f","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":"ec447588-09a9-4509-93f6-e686ae3ab750","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":"d2c37cb3-09a3-474f-ae72-87964c55692f","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":"ac3f41d3-a96c-4bce-97c2-6812f8b69fa1","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":"5c1502d1-c156-4174-a89b-8f45247b06d9","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":"bcc691d7-6caf-4f83-b7f7-b9a0b40f257f","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":"a9c4631b-a05d-4fd4-9756-494ec83c96b5","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":"2541f5ad-b20f-4bff-bf94-2e8550250dbe","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":"317bbd0b-26d3-4a7f-9692-f37c62303ed2","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":"5dcd0057-2aa6-4f12-8f12-facebb6a02ef","block_type":"box","text":"may be disadvantageous to do so.","page_number":17,"box":{"x":60,"y":259,"width":237,"height":13}},{"id":"5544b692-c6b6-4c41-b963-979dd5d4c4c4","block_type":"box","text":"Derivatives.","page_number":17,"box":{"x":60,"y":286,"width":81,"height":10}},{"id":"ac88ad49-5507-4a0f-84af-3c92d4542315","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":"540784b3-dfe0-4c3d-b2c6-ee27b7fa47c5","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":"d463b57e-ef35-4749-a4e4-85e4d8eb1b19","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":"e2c108d2-1b81-42ba-bccb-3c6eec3b3c4b","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":"e8476035-9335-46c7-9848-4e0bf9f4171d","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":"3814d1bf-79ab-47a6-abe3-aa4c541c33ea","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":"08f8a7b7-70f1-42d6-b900-084a6a11f67f","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":"53f6186e-4434-4811-ae57-58aad1c64af2","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":"93dedfe1-8c25-419e-8767-105b9a9bf722","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":"0da26b68-bee4-4ca6-932d-5284a933b6c9","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":"20b9e4ea-b004-4191-a129-d9d3d0889fde","block_type":"box","text":"Diversification Status.","page_number":17,"box":{"x":60,"y":448,"width":155,"height":10}},{"id":"14164f8f-41db-4180-8820-97155204d98f","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":"eccb9b3b-adb4-48aa-b8d0-9a290aaa7ddb","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":"21978834-3b6a-4afd-bb52-e982f07b00c7","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":"c192499e-0fd0-4e1f-86ad-421e75689942","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":"b9ad2f62-d7a3-4546-9698-f38bc2765e8b","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":"2df9329c-c70a-4da2-bdfe-569d71851529","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":"d6048d5e-26b1-446f-b56b-58f6f8c37e75","block_type":"box","text":"diversified without shareholder approval.","page_number":17,"box":{"x":59,"y":539,"width":285,"height":12}},{"id":"23ad6f0f-be39-48be-9763-6ec62fe1744d","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":"02bf3733-8c66-41c8-b5e9-be8581b427b4","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":"8ffb034f-1f21-4d2e-ba17-40f69f5ac48e","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":"698c523a-8bd0-4a21-b086-cca000b00706","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":"e0238de1-9083-4da2-9b30-3b24f7b8a4bc","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":"18a7d9e1-b02c-4206-a203-e87473325c02","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":"1102cc04-d8f5-46c6-88a7-bd59dd106fc0","block_type":"box","text":"Futures and Options.","page_number":17,"box":{"x":60,"y":668,"width":149,"height":12}},{"id":"575dcc6e-c053-4540-afc3-7af5090b608d","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":"58e40bb1-e7cf-4198-a774-6ce136674440","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":"58dd3ac1-dc43-4578-af5e-f4dc562761e6","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":"02905c9d-552e-414f-8533-29d22eb74b51","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":"67720b52-ef3a-4786-8489-fbc41c0f8211","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":"631a6b84-dc73-4801-9d94-59393faa8d4d","block_type":"box","text":"Lending Portfolio Securities.","page_number":17,"box":{"x":60,"y":754,"width":201,"height":13}},{"id":"d51438ab-be0d-4bbe-9af4-b398812cf56f","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":"f33d6a78-7796-4939-b69b-47abf7124115","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":"739046fb-c815-4965-bb4d-e7684ff54c83","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":"398e89d6-dd34-44b5-a9ad-cb61e983734e","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":"13e8f48c-9bb9-43e1-818f-8f77320a7ae7","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":"ef9799b9-2b86-4fde-ad1d-6ba1906d1f7a","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":"184ff81b-a176-4d9f-9997-aa0c0b9d1cfa","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":"1f2874b1-d381-4377-83a8-49f4ddb05005","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":"b2e3ac47-2870-4480-91e4-f9926f2a3db5","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":"a775a309-766d-4146-a4df-38a5aa72bd57","block_type":"box","text":"4","page_number":17,"box":{"x":495,"y":916,"width":8,"height":9}},{"id":"cafff1af-4217-4f5b-9ff1-7a20be0f8733","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":"e5d773db-44ac-4b09-aa85-d1f3d3e93970","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":"de0057c7-39e8-4a24-8dfa-477536c730c6","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":"8124cbce-6a55-4a7d-b463-0566f6d40a15","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":"425beb0e-8f1a-4f50-b631-f3747c1536ef","block_type":"box","text":"to investment risk.","page_number":18,"box":{"x":59,"y":127,"width":128,"height":10}},{"id":"85fbb187-acd0-4f0a-97cb-fa5436947ab5","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":"f25c79e3-1d74-43d9-89ed-19a02b68c09d","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":"ad683d0f-4819-477c-b5fe-c824051b1315","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":"2e8784b2-7bb9-4a97-8349-13fa8f49bd63","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":"b394fb54-16e8-43df-b897-2184389c5eb2","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":"2034a41c-1231-4596-839e-b8e2b32b0683","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":"3e6a8143-59ec-472f-a183-910dbab0f65e","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":"1a2337d0-683a-42bc-88ca-aa2dfa109721","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":"8c813075-9414-4e59-b7c0-4bcefeebc759","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":"9bf77c32-4411-42e7-aec8-c7ba2eb4fc2b","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":"81d97208-9eda-4737-9f5f-463cd0040af3","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":"ab0afce6-e686-479b-bca4-fee805c46238","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":"fbfd3ee5-414e-4a7a-abc5-9fb91a871117","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":"dbfa8bab-cdc0-439a-b65a-8d138bbc1363","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":"86737443-bbf9-4286-b92a-fce49762a5eb","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":"c3ca535b-83e6-441a-8f3a-46bfc600fc54","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":"7bc22cff-f354-4067-b9a8-06b604191dd8","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":"d9d33eb5-3a68-4d50-8948-5c1afe8e4f9b","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":"a3695d40-3524-4d03-a913-c2690238ba5b","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":"fe20585f-8eaf-4d4a-8c7a-fb35c17bfd4c","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":"3ed9f945-e51b-488e-8d77-fefd2f2a0340","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":"f19699d6-cf74-42e1-8492-b64d9c63f659","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":"4cb9102e-fc15-4379-8828-8c50188fb68d","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":"72d3cb4d-6d01-48ee-b02c-b132438dc225","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":"e1a97e72-f725-45b5-8e58-315f793f1950","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":"8ec7822c-871a-43cd-a94e-dd02f2e5c69b","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":"bcbf302e-86dd-474a-9745-44b351ae54fd","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":"c2d1f67d-13ce-480d-af95-14a947a95563","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":"3478a083-0045-497c-8fbd-1df11db24ca8","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":"522ad24d-4451-4e6d-b970-9988e19080ab","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":"c3949bde-544b-4500-8bda-89c3665cb8b2","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":"eebd64bc-0efa-4525-82ac-e0fbcea9eb01","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":"efb5d1a5-0c03-43e8-be9a-ab7bc5189d28","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":"dafa4493-8ef6-4064-9fa3-cece0fb5863f","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":"7d4435b1-2c6e-436a-8a33-37f55e3e6446","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":"e4f3f5e0-d30e-42e8-9dd4-4d2929506fc5","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":"bff4d6a1-64f0-48de-a7af-17ee45880d98","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":"a78e7218-2f45-4ed3-8cdd-ee1e748d9981","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":"6f953091-1b4d-4f9e-aa93-27e2886f5d20","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":"8d32cec3-70b2-4a5a-8a1f-30fab7d5eaa2","block_type":"box","text":"Liquidity Risk Management.","page_number":18,"box":{"x":60,"y":777,"width":200,"height":13}},{"id":"5e935edb-858f-4047-bb8b-189802fc870e","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":"878ff94b-61d4-41e0-ae56-c265bf0cb212","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":"aaf3877c-5279-4724-b0e1-2972e3d89651","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":"ee9e4386-025f-45d3-9987-44764bad3874","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":"c380a3fe-8ad2-42a6-9110-5b22992f8365","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":"55f546c9-7b60-4b75-8dd7-5279bc940766","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":"bf540f4b-4972-4803-b7f1-3c7f078865e6","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":"bebfb038-6e6d-46bd-b805-460128499538","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":"9c1234e4-f8aa-45ac-8462-85eb1463414f","block_type":"box","text":"5","page_number":18,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"a85164cf-1256-4f78-8b54-57d186aef508","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":"9f42f56b-ae4b-46ad-9c08-4db4b25bcff6","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":"4b9eef14-0a2b-4490-afe5-9dbe5f29ec5c","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":"2b107b75-e478-4576-bdee-5ca4650581a0","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":"6e77b7e0-0fb8-4ef3-8f43-71d0ce020360","block_type":"box","text":"Options on Futures Contracts.","page_number":19,"box":{"x":59,"y":139,"width":216,"height":12}},{"id":"efb9f31d-756b-46ce-ab63-791eb71f7bac","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":"ace44975-aa9e-4e6e-abc1-d114fb3f0d3e","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":"f3b7316f-c60f-4f17-ad1d-953c05d3061b","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":"ce773984-0df9-49c6-9178-ab0cfd40f0c7","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":"e72cbff4-15f8-4c3f-93ee-785e65437800","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":"4ce5f9c5-8678-431a-ab00-0d106856439a","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":"73c69b94-6d46-464d-a89c-6cd4790f9de4","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":"eb30629f-d354-47fb-b72e-e15bf9833b18","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":"7fb1a8d9-47ac-4420-bacc-b214edee8d50","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":"981cde7a-c17d-4345-9fb1-a55f6a832de0","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":"53d09ea4-ffe9-460b-a8c7-9bcfb2ac279d","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":"b694825c-c81f-48c6-a3df-d91995d94732","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":"ffd44ebd-24a0-45a2-93a9-ac1b9196673e","block_type":"box","text":"Privately Issued Securities.","page_number":19,"box":{"x":60,"y":331,"width":190,"height":13}},{"id":"2fee3669-ebc5-4f25-bbfb-2ceb298b6635","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":"c4668a68-0421-4ca4-b2b4-117bfb8ff975","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":"c6203456-526c-46b7-84ed-75e08068bb0a","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":"dfb454a7-8b55-489d-8e1f-55ba2fa34623","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":"85da4cff-aaa3-4461-b2b6-03cb1e2b3dd2","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":"e26fb838-03d9-456b-82ac-2ea6789ffacf","block_type":"box","text":"Regulation Regarding Derivatives.","page_number":19,"box":{"x":60,"y":418,"width":242,"height":12}},{"id":"9067566e-540e-49c0-91e2-6bf519f483c4","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":"1867877e-6c42-41c7-a74a-874fcbefe27d","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":"8f3771a8-e7ec-4493-b94d-9acb32dfc74c","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":"3e1c828d-a6de-4ebd-8862-309fd4acb3f7","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":"f79e9e3c-65c4-475f-8462-e7cda0373171","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":"dd83c374-ad74-4a47-adc0-82780d8a26f3","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":"202d8edd-5dad-49a3-a177-1b41a2826855","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":"f1972b24-0103-4382-a43c-360e47f44c0c","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":"4f5a8213-0573-4e48-9fdf-dc505fa7dd08","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":"212fecb8-a399-4454-b321-f3a1b4a72217","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":"191c2824-b8ed-4127-bdad-51093a4ac0f4","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":"9fa59b27-ffc5-4cba-9bb8-86a529dadb3f","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":"d38e3d35-73aa-418d-8b16-6da8eaae6f93","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":"f468b086-d18c-4d31-937c-31b095b8d8e2","block_type":"box","text":"to investors in the Fund.","page_number":19,"box":{"x":59,"y":626,"width":168,"height":10}},{"id":"f70a2caa-cabc-43ca-b69f-896faca5dc06","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":"7fedaba7-42c2-472b-999c-feb9c4acdd26","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":"e87ff66c-8fef-4840-a98d-44486cbccbdc","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":"6d6ad911-8ed5-43a3-b9c1-8ad594d354ee","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":"f6feee10-dffd-4b55-bbc6-ab7e1b6b9ba3","block_type":"box","text":"to maintain 300% “asset coverage”).","page_number":19,"box":{"x":59,"y":713,"width":257,"height":12}},{"id":"40b8b910-31dd-4afd-a476-b226605106fe","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":"4d602c62-7986-4f21-b69a-88541dbc86df","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":"e8ff6aa3-5b1a-416c-9d0f-86a4953f7519","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":"cb94767a-4023-4f51-bafc-cc7d7a275f0e","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":"ac7afdd1-82c3-47b6-9cb2-4f4f1a96ebf3","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":"e28a5fbf-f36f-4c65-a425-2191c1a90e68","block_type":"box","text":"e.g","page_number":19,"box":{"x":840,"y":803,"width":21,"height":9}},{"id":"b8582a78-cead-4ae9-9fac-bc08180b431c","block_type":"box","text":"., recourse","page_number":19,"box":{"x":862,"y":803,"width":71,"height":8}},{"id":"39858576-7e67-4f3d-8915-fe734d5e9ec4","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":"e6135737-8265-4547-a10a-5d921f831bf1","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":"ef4a2389-623b-4f99-ade0-c467dc0ed54c","block_type":"box","text":"e.g.,","page_number":19,"box":{"x":642,"y":833,"width":26,"height":9}},{"id":"397e405a-04c0-4bfb-8e9e-4568ba6f2db0","block_type":"box","text":"firm and standby commitments,","page_number":19,"box":{"x":674,"y":830,"width":225,"height":12}},{"id":"3e5b1bbf-6d95-48d2-b16f-d5f35fcda055","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":"dbffc1c4-db1f-4d5c-b61d-ca27fb1d2226","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":"a9447a90-a97c-4e87-8b09-07df43d65ceb","block_type":"box","text":"Settlement Securities Provision”).","page_number":19,"box":{"x":59,"y":875,"width":233,"height":13}},{"id":"2ac8284b-12e5-468c-8e15-4bfb7ce0bdf5","block_type":"box","text":"6","page_number":19,"box":{"x":495,"y":916,"width":8,"height":9}},{"id":"863b1a39-d7eb-4b51-8543-ef8ce7323508","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":"3c3f31c9-5ceb-4c0c-899b-42e6c460b5b1","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":"66600de2-69ab-4308-b49c-b363495457bf","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":"a1ec4fa3-2773-4893-a339-c1e22fdbf6ff","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":"3aed1a66-420c-49e4-a62f-471666203837","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":"ae7acd51-efc7-46dc-9a6f-1fd4cccf3153","block_type":"box","text":"reports to the Board.","page_number":20,"box":{"x":60,"y":142,"width":142,"height":13}},{"id":"d6ef0f5a-d8e1-4a53-b819-833c938d0c9d","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":"d7556cbf-b9c1-4e8b-9c65-5bbc20b12dd2","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":"ad3b1198-3322-41c0-be39-fae2835f49f3","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":"9358a89a-4371-4666-853f-faee4d9f25be","block_type":"box","text":"“Limited Derivatives User Exception”).","page_number":20,"box":{"x":59,"y":214,"width":265,"height":12}},{"id":"8ffa9e0b-4db5-4502-a5ab-628360dd7172","block_type":"box","text":"Repurchase Agreements.","page_number":20,"box":{"x":60,"y":240,"width":179,"height":13}},{"id":"e8e173ae-2e9f-4ad1-8300-371b69a5595c","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":"0890148f-3147-4e5f-b4ac-fe1d11857a2e","block_type":"box","text":"i.e.","page_number":20,"box":{"x":744,"y":241,"width":17,"height":9}},{"id":"b000a158-fff9-468f-bec3-86154ea379f5","block_type":"box","text":", a Fund) acquires a","page_number":20,"box":{"x":764,"y":240,"width":135,"height":13}},{"id":"61883d62-2b43-486e-b6ee-7fa4032bc279","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":"a32b9b4a-d666-4ca6-8ac8-357b938279fd","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":"e8627f4d-ed24-4438-bedf-a7a74c65c5dd","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":"d67c7e52-6928-48c2-8b82-03d3c28e7895","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":"307fd364-92fb-4040-ba9b-48fa0a99c542","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":"b3666574-0533-45d7-b124-cba04d866112","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":"bc12a47d-363a-4d6b-b638-33929b27ccdd","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":"d8d04c1c-0323-46be-a0fb-ad69fc02e7d3","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":"628ca416-a181-481a-8555-41fd3ff57858","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":"f72af774-0077-475c-94f5-1de2231d46f6","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":"fad2461a-f6f5-4b60-9018-bddb1c44c647","block_type":"box","text":"seven days.","page_number":20,"box":{"x":59,"y":418,"width":79,"height":12}},{"id":"5cdd3ac0-c53a-4b64-847f-9d3240e58932","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":"d8b5c4b0-1cb6-453f-a891-222109bd4bdf","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":"1a4cc136-39ce-4816-b560-c98c5f195fcc","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":"5ac96058-0840-4d4a-9b9e-9efc60a86fe3","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":"c8c1eb4d-a596-4eea-9b76-e6df842751b2","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":"d42958b4-3d96-49b1-94d5-8bce23e28b79","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":"39bd8860-5f03-46ea-8d24-7f389b4afc19","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":"7e7f0839-e6d2-4a4e-8c61-43423c52cd4b","block_type":"box","text":"i.e.","page_number":20,"box":{"x":905,"y":536,"width":18,"height":9}},{"id":"6ac03eb6-b9fa-437f-a7f4-84d28bba42ff","block_type":"box","text":",","page_number":20,"box":{"x":925,"y":543,"width":2,"height":4}},{"id":"4b116009-96b8-4fc5-ab73-7ad5594c4c33","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":"3f794d2b-3e4d-4c8e-8285-d2f5a60ce49f","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":"4a2d3e4d-5ea8-4301-8b1b-f97daa567311","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":"6cb54235-1ad6-4635-a996-fd89992f6839","block_type":"box","text":"Reverse Repurchase Agreements.","page_number":20,"box":{"x":60,"y":607,"width":240,"height":12}},{"id":"339e05a1-57f1-4a2a-a5ca-83b97ec967e1","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":"525e39aa-efa3-4740-894d-ea103e4b220e","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":"b82848d6-6700-4d7f-b7ac-6cd650541629","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":"43b43a3c-cf21-412e-b7fe-e97b52c93c42","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":"9b7e537a-c217-417b-b13a-5296466922af","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":"31f7ff87-129b-44d4-ace7-2874a62d1b7f","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":"2109ab37-2464-4e29-918e-cffd6671fcfe","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":"5546df8e-2d1f-40d6-a2f0-09a06303f7e8","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":"a41b5f7c-02c4-4db3-b2b8-e101bee8ef4d","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":"7304be08-7d5c-44a4-b0a1-341708bbd348","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":"b3cc4224-8c93-4fba-aa77-98690315c3ea","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":"57a95e99-07b7-4a8e-a007-9477436f8bd0","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":"856f8e38-0ddb-48ea-a5d4-04dc6b2e3d72","block_type":"box","text":"financing transactions (","page_number":20,"box":{"x":59,"y":800,"width":165,"height":12}},{"id":"240702c3-41a9-4e27-aac3-091584e4197a","block_type":"box","text":"e.g.,","page_number":20,"box":{"x":225,"y":803,"width":27,"height":9}},{"id":"5f90214c-6174-4846-b8f4-19532c177946","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":"c623440f-6f35-44ef-a707-1e952f2e4c9d","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":"f65d0596-36aa-4de9-92aa-ab87aee16927","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":"7c863d07-26d3-42d2-b647-5e97a1eacdd0","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":"deb1ab81-8236-4afb-9c58-632160dfc531","block_type":"box","text":"Regulation Regarding Derivatives","page_number":20,"box":{"x":617,"y":845,"width":231,"height":13}},{"id":"7fbc8091-e818-4eb8-a269-60a68fd216ae","block_type":"box","text":"” above.)","page_number":20,"box":{"x":849,"y":845,"width":61,"height":13}},{"id":"e470643d-7bfd-44e0-861d-ed2ff85779b6","block_type":"box","text":"7","page_number":20,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"c9404800-14f3-4a55-87e0-62a52b7daeff","block_type":"box","text":"Short-Term Instruments and Temporary Investments.","page_number":21,"box":{"x":59,"y":67,"width":385,"height":12}},{"id":"eb64687f-2e20-4a3b-8d5b-83236754315e","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":"8858453d-cb0e-4d63-8b7f-ad74628557f1","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":"3f9ec3b1-2088-4b76-867d-df4bb0f89dd0","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":"b7a11b80-45d0-4e34-9362-c07ec7ba0953","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":"e6856e82-9cc8-409b-b844-eaa0681b4b52","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":"3023c158-236d-49bc-abcf-97d9a367e152","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":"20dfd842-4810-4a34-999f-7e5af9aed126","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":"161b1fd0-63be-48d7-bd1e-f031a7ca3a48","block_type":"box","text":"®","page_number":21,"box":{"x":673,"y":156,"width":9,"height":6}},{"id":"bc97cf59-0393-4a2a-91c0-f3a712d5e332","block_type":"box","text":"Investors Service, Inc., “F-1” by","page_number":21,"box":{"x":688,"y":157,"width":213,"height":13}},{"id":"64b5221a-40fc-4154-832a-42a22237ad34","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":"1b3ed186-ac8e-45df-b735-73c7b4644b67","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":"158f608d-e4f7-47b5-b52f-bfe2bdde7d57","block_type":"box","text":"e.g.","page_number":21,"box":{"x":763,"y":191,"width":23,"height":9}},{"id":"02a6cfce-60e0-4000-b9af-f316a6d39363","block_type":"box","text":", bonds and","page_number":21,"box":{"x":788,"y":188,"width":81,"height":11}},{"id":"86fb9522-361f-4156-8d2f-f5852ef6133f","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":"c1aff74b-acb5-43e8-ba86-8fee98a4acab","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":"6d690260-9178-4786-b96d-76ab6a97a30e","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":"212cab1f-e136-4c07-9d9a-96c9ac71c8c8","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":"444a1cc8-275a-46a2-a5c9-f0fde234526e","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":"243fe0f7-ee56-4e40-a337-59ebcd583f69","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":"5c81231f-01f6-4568-9a09-89b8161faf53","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":"461f3f41-5379-4410-9e6a-8d7e530c2107","block_type":"box","text":"Swap Agreements.","page_number":21,"box":{"x":59,"y":320,"width":134,"height":12}},{"id":"3dbc239c-4224-43eb-b5c9-d526e1db351e","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":"9f928e31-1d14-4cd3-a944-8158fa7e7dd8","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":"a3c9333a-3915-45fd-86ef-87dbad6ab0fe","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":"0990ce7a-9ccd-4794-b360-154d5a1679ff","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":"3973394c-df91-44c7-a0a5-f20696ac304c","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":"a8d890b6-1264-4194-9791-fb8b1bb769bd","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":"5cd3d9c1-a213-46cb-8763-4d9b02abd95c","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":"7411f59d-dce2-47ac-a2c0-7f77a51576d3","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":"2d087892-be28-4c17-986a-b95cb73aadf7","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":"fb9f6414-66fb-454c-bf3a-76e943530c67","block_type":"box","text":"delivery of securities or other underlying assets.","page_number":21,"box":{"x":59,"y":467,"width":333,"height":13}},{"id":"f17a781a-7e50-4757-ab8d-1a73e185ba93","block_type":"box","text":"Future Developments.","page_number":21,"box":{"x":60,"y":494,"width":157,"height":12}},{"id":"6e2f5039-3852-4427-9015-78a946d1383f","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":"1ae3a0b6-e25d-4a0d-a7fc-59a6c1dd9e4e","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":"464048db-a380-439e-99ea-f427c101c8d4","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":"e68d0a90-f705-4759-9fe0-7faec5225a1e","block_type":"box","text":"General Considerations and Risks","page_number":21,"box":{"x":60,"y":555,"width":559,"height":23}},{"id":"20499a8d-d713-48ab-a6fe-15f0d4a2171c","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":"690819f4-2e3d-4146-ae7f-c5fa8a41f6b2","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":"2ff851e5-ffee-440e-99fe-31fd2514f526","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":"9f72557e-1f32-4bc0-af88-929f98be1eb4","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":"cb7d682e-7b8f-49bc-a6ea-6e5592c1c0f9","block_type":"box","text":"particular risk factor.","page_number":21,"box":{"x":59,"y":668,"width":143,"height":12}},{"id":"0e1b0b53-d470-41fe-a712-1cbbb608741b","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":"1a63b43f-f694-4a9e-a412-b22b7832b6a4","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":"2a454a09-f7fa-4244-96fa-f7243584f12f","block_type":"box","text":"Borrowing Risk.","page_number":21,"box":{"x":60,"y":736,"width":112,"height":12}},{"id":"5636c2f7-e988-4233-a4fb-34b5601f54b3","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":"bf97face-1c53-4a3c-a845-b223d9499a36","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":"0d0f6895-085c-42a0-9fb8-a59ba4cc4efa","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":"b6233599-f30b-4a0e-aff0-98b8f95047c9","block_type":"box","text":"Commodities Investment Risk.","page_number":21,"box":{"x":59,"y":792,"width":218,"height":10}},{"id":"6d626a78-8812-4094-b210-77f813a63db6","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":"700c018f-3dc1-4c70-8151-be0dd224d05e","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":"def4eff8-1548-46e6-ab3e-05360639f250","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":"d8580c26-2365-4a46-bff9-aef879230c3c","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":"f3983d85-14cb-4f01-9497-c059ea6d448f","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":"52f41d18-beb6-4334-9577-34de6d1a6148","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":"8584409e-1a5f-478b-90ea-62dd32a5aa41","block_type":"box","text":"8","page_number":21,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"926b9d9f-7c3c-4448-be07-039bd021d9f2","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":"046e64b3-2eeb-4d20-b7b5-dc4ea030ddce","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":"2555ef7d-a38e-4c4c-ba5d-9849a0f1cffd","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":"772cc183-73e4-40b1-847a-337ab5c0e7bc","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":"8db073d0-d13c-45bb-8b9b-e10d53a7f550","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":"44e36938-7268-488f-bfd0-6159f6ba64b7","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":"b889804b-4a88-4fde-a89f-bfa20ad0bf45","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":"f9d35a8b-d592-4a5c-b432-2751efc4b7c6","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":"b1c5763f-bcca-47ff-ac83-c3a3011eeb39","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":"30be7c63-5399-475d-876f-c203556d7011","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":"106bae33-0920-4e9a-996c-14b81e4950e9","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":"cecd58c8-66f4-4387-94fc-cb98ec617d8d","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":"80c2b826-7d86-4f04-8bdc-30ad18b90cab","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":"5eadf109-4cf8-467e-b860-fb6dd5fdc7e0","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":"fe19bdb0-9cc4-4fcf-8b38-55e27068974a","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":"4bf07179-6d09-4152-9cac-a554103668e3","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":"dbc58974-fd8d-4e04-8262-90fb12d3d66d","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":"bc110072-89b1-4b99-bd69-29957b9afff3","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":"6aaf8598-8cb6-49f0-a51b-6418fae0ee5f","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":"1a29c96e-6a6e-4c74-81cd-ac7179c21559","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":"08659ae4-8cb0-4bec-baae-71c709feb068","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":"bff8f556-ed8b-4ebd-84b1-082f8a826549","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":"7abfc954-8771-48cf-a53e-7e223b91a1cc","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":"8e934444-4912-487f-b244-f8c8719b0757","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":"33806912-3248-4d96-83e7-a5925384798d","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":"08136128-c933-4f01-8500-27d7a1e0b8f9","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":"f7a2f2a5-db6d-496b-aa6b-0ebdc84c85b7","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":"df8b8848-ca67-45b0-a80e-c33999229b84","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":"bbc9bc04-1fd5-47fc-9664-74aa2fce78eb","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":"44764b9f-baa7-4498-9ad7-d3d4359519cc","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":"0e66bec2-a389-4bd6-b660-747b7471f752","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":"06c2ce37-e4fa-4703-9b1d-768315daa32c","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":"2820cc61-ee73-470e-bac7-b0c08c914ad8","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":"ffd47abd-6151-48db-8f36-1641f3adef90","block_type":"box","text":"contracts at disadvantageous times or prices.","page_number":22,"box":{"x":59,"y":611,"width":317,"height":12}},{"id":"1fb3d3bc-a10d-40ef-9705-973bce17841a","block_type":"box","text":"Commodity Forward Risk.","page_number":22,"box":{"x":59,"y":637,"width":185,"height":13}},{"id":"2e92593e-b810-4715-aa89-5642325d95b1","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":"d711673b-4488-4a45-86b3-10e196eaade1","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":"b62df576-c403-4d2d-9552-2c6d6bd757ce","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":"4719e16e-0f16-4c6f-93bb-07462e7994ce","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":"14d2d6ff-0924-4815-8558-29255ba70655","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":"cada6030-53fd-4285-ba01-c533b7cf26fa","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":"a759b4f2-2a65-4c97-8d80-a683912ee013","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":"9e859d67-5693-41cd-8db3-ca3b114d2e4d","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":"fb99668d-83d5-4e5b-b332-333301026e63","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":"f6ff3616-4e70-4929-b949-a7620992bbb1","block_type":"box","text":"Commodity-Linked Derivatives Risk.","page_number":22,"box":{"x":59,"y":785,"width":260,"height":12}},{"id":"8276631c-d4d1-46ac-abbc-2713300ce0b6","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":"fed226d6-600e-4408-b5fb-f09cfbba7ea2","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":"435dc731-b7b3-4af5-8161-9d6b029317f1","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":"db094841-3e93-435b-9aea-dea120ef0836","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":"42c65579-a916-40ff-af3b-92913adfb25d","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":"b28f0f8d-945d-43af-885b-da579330b682","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":"686e36fa-28b9-4c3c-b50e-e5ee7b5c8bc0","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":"2befdf65-6c70-4134-8969-44ac801cfd03","block_type":"box","text":"9","page_number":22,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"d4cfe2ac-04bc-4d57-ad7e-cccee8474f62","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":"82ce29f2-9725-40bf-a6da-3bc424d7aedf","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":"3279f873-d7da-4f57-b938-84c49bfab836","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":"43cf0e47-0d15-4453-bd8e-4ae6b6bb8a40","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":"867c5f08-9cfb-4474-ab06-a57b5be79597","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":"b5bf1c8e-5d22-40f6-9121-249348d3faf6","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":"f2b6f9bd-ade3-43b6-ac76-24de2afa8e03","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":"c6b05a8f-4bad-4dfb-946e-b02178e910c1","block_type":"box","text":"significant negative impact on the Fund.","page_number":23,"box":{"x":59,"y":172,"width":281,"height":13}},{"id":"f666db98-e085-4169-9973-7b0847d82a87","block_type":"box","text":"Currency Risk.","page_number":23,"box":{"x":59,"y":199,"width":104,"height":12}},{"id":"f38f2eb2-5689-40c6-8e3c-89ae815d455e","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":"47570be2-4485-4fcb-b194-49f242f22417","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":"04129ee0-0845-4884-a2ce-f773f3a1519c","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":"d72ad600-74ae-4a14-854a-e397e7a8cd69","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":"f71cec6f-8d12-48ef-ae8e-c5dcfd00f323","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":"216e411b-f6ca-4382-a842-eda7a71904a8","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":"95904540-88bc-4c9f-9f98-d920647a3ec1","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":"8e69d3c3-610c-4f2a-a7d5-b835319378f5","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":"84c6c3c9-042e-4292-abb5-6c2d1afd0de1","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":"8c2f071a-d761-45e9-a123-5c4a4b9e68d1","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":"75fa996e-0e0d-47c6-a817-6570a7ad3ed9","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":"957e8072-0c23-4664-bf93-c8f4b1fb87e9","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":"0077a5e8-c3ef-4dff-acdb-53a49b848eb7","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":"44ade5f0-09ea-4c60-a8a9-fceb62b09f1f","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":"b0863ef0-0dd7-4e88-ad8e-6e66fa349283","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":"1c67b57c-ffa5-4cbf-a737-954f181e2cce","block_type":"box","text":"Illiquid Investments Risk.","page_number":23,"box":{"x":60,"y":448,"width":178,"height":13}},{"id":"82dfb97b-3a02-42ac-a596-abde7938368b","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":"2359c3bd-1c62-47b9-a995-f322c7a858f8","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":"e9047306-9efe-4689-901e-78d237aafcb2","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":"601dff26-2f60-45d2-8512-162d8647f72d","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":"ba7acb20-bc57-4505-86b3-cd744a640573","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":"157aebdc-b988-4d71-b74c-8b2781d0dd6b","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":"b578ac50-d324-4dea-9548-fcb9982d1bff","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":"67d778ed-3b45-4fec-a0ff-211c8dc502b6","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":"c3242520-5283-4f3c-8fda-ff91250bfc67","block_type":"box","text":"Infectious Illness Risk.","page_number":23,"box":{"x":60,"y":581,"width":158,"height":9}},{"id":"ec0ca219-92ab-4125-86ae-8b80e5a1e502","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":"5c8fa752-4ae5-4e80-ad89-dc9c8b637c0b","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":"42e7b445-824e-40c2-9159-865b53455913","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":"40425173-9151-43f9-8b1e-7301eef03c02","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":"56289f75-2b5f-445c-81c8-7732f1b52a2a","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":"7e2bae46-0c84-4c09-bc57-4e9e5a07ed82","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":"39f65011-1fa2-40ac-9525-5efd065b9db5","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":"3998b1f4-fe1e-4691-ab32-de9fb3b7aefb","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":"05aa818f-4af4-4319-a645-a2bd84a8b194","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":"571a1a0a-572b-4a71-9c76-954b3c2dac0b","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":"41224a9b-d35a-41a9-9cec-461d251f84c0","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":"d89809b7-dd1f-4e0d-bfa5-0a9a49c950a2","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":"01aee95b-a5a7-46e3-bd8d-b8a8c3c41b3d","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":"6be835a4-6934-4cf3-a575-74d43feb784b","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":"4244d8e7-2b1e-4ba5-9ac4-c5610351d791","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":"5159db99-eba0-4f16-b220-e717f020ac13","block_type":"box","text":"investments.","page_number":23,"box":{"x":60,"y":820,"width":87,"height":8}},{"id":"8169f4e2-95c0-4237-ae24-f2e61ce116c6","block_type":"box","text":"Money Market Instruments Risk.","page_number":23,"box":{"x":59,"y":845,"width":235,"height":13}},{"id":"e9921863-f482-4448-bba8-3097f5a24fc0","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":"66cd4148-2042-46ca-b47c-b234831f54d6","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":"4c32ed85-0a73-4735-9b69-152a9fad8552","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":"51b8638f-ea27-436a-b2b8-ff1e7188910b","block_type":"box","text":"10","page_number":23,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"64256f1d-f310-472b-9cc0-d2772b2c3b0f","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":"8eb9d4ec-f411-4d07-bdf8-004dcb4d7e53","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":"1a8a3627-7964-4444-ae27-0bd539b00a44","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":"472b3d7d-e5e7-40c1-9593-940bcc4a02e0","block_type":"box","text":"Non-U.S. Issuers Risk.","page_number":24,"box":{"x":60,"y":123,"width":156,"height":10}},{"id":"b0ed010a-c78c-4362-93c1-1995c668e8bb","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":"3c02bbaa-3292-471e-8801-63f92426d1d4","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":"db2e5961-2534-4883-b490-edc1dd05a37f","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":"ea4bb1b1-7060-48fc-bdcd-d45fb51b53d1","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":"3c393317-6faa-4a19-a97f-bf237c7c0606","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":"737d187b-68d4-4668-bf47-82b0fb59a578","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":"9c894190-a672-4416-9361-e4807ab774c0","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":"2727d979-b9c2-47ca-8f90-08d7be40f92f","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":"69c7d5a7-9434-4d0b-ad09-578325617953","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":"3fe9ac56-6190-4d50-8454-2b5ff144dab7","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":"7922e8b0-f3e2-4ac8-850c-bccd6e3eceee","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":"66ac032c-ab58-4e7f-b2fb-d732022c8bd2","block_type":"box","text":"currency against the U.S. dollar.","page_number":24,"box":{"x":59,"y":290,"width":220,"height":12}},{"id":"f88c87ea-9e27-4c22-9592-cb6844906bdf","block_type":"box","text":"Operational and Technology Risks.","page_number":24,"box":{"x":59,"y":316,"width":251,"height":12}},{"id":"99d0a69d-3f84-4006-aeb5-99dd8ecea763","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":"052d315f-53e2-4aef-b530-9fd974fe5a2e","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":"39f22041-ab95-44c3-90ca-253cd7586d9e","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":"41c9c18e-680e-4e73-be76-894599e8a186","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":"fcd2f5e8-1afb-45a6-a351-ebd6ab03d72f","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":"9ceaa017-68f3-479b-b81c-0c7851cf9d33","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":"a1cf9fb3-affd-4bc6-a62a-f90f46b13da6","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":"834d2b89-09a4-45c5-8675-72803c6d12a8","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":"6d4da934-389b-4b0a-9f18-4a6a2a95ac57","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":"ccefb38c-b0e9-42e1-9d13-c266dd93957f","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":"a5db5d64-4814-4eff-8b18-76d7297c2f75","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":"ef7f025b-2db5-41e7-ae6f-0cede027fb37","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":"fe8c90fd-06ca-4540-adb9-e327c4aa71f2","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":"e6fb8f14-53c5-48e4-87bc-3ea93a2c7378","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":"6025025d-c492-4acd-b135-eac2ac735a99","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":"e0da4d92-8d6f-4b7e-87e9-854d637bd151","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":"f9c2e1a6-34f9-4b1e-8998-28b5c327aa17","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":"181f990d-e9d2-4175-9ab0-b4425ebd644e","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":"b5f86948-f8ec-44eb-988f-6e14353db9ed","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":"2486c73d-b66d-4e19-91c2-9425a323f805","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":"23903a94-ccde-430b-b2b6-d0a898511f74","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":"cb541e77-5b75-474b-acf9-733881dbc246","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":"8e7a175c-668f-42bf-8acb-568c82152456","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":"d91737a8-0a2e-4a3e-9256-93e22422b6c4","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":"11a1b0a0-d601-43fb-8a22-6dfd36aac3df","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":"4f313162-1991-4585-a986-01ed55b7c07b","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":"8ac86b62-766e-4090-9dcf-28b0728d154d","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":"0012c94c-e14c-484f-bf1a-dcc13a903098","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":"8fbf7985-e950-4400-91c6-0c00bca61b3a","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":"fcea3539-b26a-467f-be77-18167c7bcdfa","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":"289fc7b7-4c18-4847-be2b-83f278fd6275","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":"8e5c962c-c6c1-4f4b-a827-d51c2c90b9b5","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":"f66167d6-0ce6-4873-ab33-89e24e350890","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":"dd9c8b3f-83c6-4eed-86b3-ff2238646e19","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":"217fde51-1465-4c93-97bd-8d4c4b283f57","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":"fcc5f255-6a10-408e-ada5-4d85aa55fdeb","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":"141ae47e-9b2d-41c9-bca9-bf423652e5eb","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":"29ff701a-93e9-400f-be87-e8127e713964","block_type":"box","text":"11","page_number":24,"box":{"x":492,"y":916,"width":12,"height":9}},{"id":"39a44f50-d337-434a-ba69-96b700c1bc9b","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":"15e247a9-6636-4386-9576-8163b05e475b","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":"6d4d9e3a-b4fa-42a3-81e6-5614889dde60","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":"97114bab-afe3-410a-b85c-b559c9cbcc71","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":"491a01f1-62d2-4c5c-950b-d8b0d8cd50f5","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":"cde5a5e5-1794-4b2a-a890-9393f665006a","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":"b97e8cfc-1dbc-493a-a912-97f995b48d34","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":"39b37e35-8d91-430f-ad1f-9e137803b08d","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":"f9dbd735-28be-4cf2-a541-d3eb354ace5b","block_type":"box","text":"implement required changes.","page_number":25,"box":{"x":60,"y":199,"width":203,"height":12}},{"id":"7c514fab-3e39-4f9f-bd96-d3c97e34e251","block_type":"box","text":"Reference Rate Replacement Risk.","page_number":25,"box":{"x":60,"y":225,"width":244,"height":13}},{"id":"c8139e00-1252-4d05-91d2-8551cb8e5fd2","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":"b9460e20-baa9-4d90-844b-65638acbb51b","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":"4591c58f-185b-40bf-b5e5-2023cde576f5","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":"7c5a42ff-1dae-44fc-8263-a52814ca7f41","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":"786de4aa-0b57-4d05-a75b-97bfd69de052","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":"c3335dbf-6772-49ff-ab9b-fa1f2a49e04b","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":"b65c6e4e-f239-42f1-9432-520e87072ace","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":"9d7913d5-bda6-4180-9532-5ebbead6d28d","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":"2d848e3c-85fd-4d4c-a4cf-e1ffa85567e6","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":"94d4c884-3375-421f-9afc-56f8d75a6d10","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":"fd145c4b-d862-47be-9f04-7bfc384779e4","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":"2a1e26a9-80d2-49b3-94dc-b14fb84b64d2","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":"f8a2a063-c833-4b8a-8407-91a6cd258bfb","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":"42bc2dbf-a00c-4303-98e7-0ebf6546eb8e","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":"bf1d9fd1-28fe-4290-86d5-df71db4a721d","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":"124c1cd6-9da4-418b-94c7-106ce52d25f1","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":"af74ed23-7732-4561-bca7-82142f2d3c93","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":"b24b3f4a-5a4a-47a4-b701-6ff6887aaebe","block_type":"box","text":"Risk of Derivatives.","page_number":25,"box":{"x":60,"y":505,"width":135,"height":10}},{"id":"caa57ec0-047a-4a15-9c12-99d75e0cccdf","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":"8efb16f3-9f76-40d7-841f-6ebdc850709e","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":"e68062c9-a747-4c2a-b59e-609d7cf9552b","block_type":"box","text":"such as the S&P 500","page_number":25,"box":{"x":59,"y":535,"width":143,"height":10}},{"id":"9356c040-66bc-4722-9e04-7b67645af296","block_type":"box","text":"®","page_number":25,"box":{"x":203,"y":534,"width":9,"height":6}},{"id":"5cf81d1e-6832-4b29-9991-5014f522868b","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":"2368bdd3-8eae-44ac-8bc1-06020836ce75","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":"2214dfda-becb-41a9-9c26-9522ed37106a","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":"09b1c6ae-5910-4e58-a067-f6ad55b1a037","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":"956e4157-69b3-470e-a8ff-b412b2da4831","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":"4bbb6e7a-eb5a-4fa7-a13f-38645edb3fd2","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":"ff85cca8-f462-4e95-9d97-d95fd5889c15","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":"946a3d1b-b7f2-44b8-8220-69110e3b0541","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":"1b13fb43-9aff-4d61-9555-c2d6547aecf1","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":"fc657654-8584-4cb1-9577-8921065b1b29","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":"8851d292-ee7e-4605-a8da-f1ce5cd1c1f3","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":"dcf05719-8816-422b-ac3c-ba85089e19c0","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":"d4112a8d-2d2f-4408-b41c-cf763d44816a","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":"3591bbe5-ecfe-4b72-927e-f856c33a8633","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":"8de5472e-be1c-4837-a55a-93f585dc8627","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":"0eb2f044-0674-4312-94ff-18b4eaf1721c","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":"f5b33f65-6f0c-4f48-969d-8593b1585e57","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":"54307e10-8108-4906-8342-4095bba3316c","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":"6dd66705-ed5e-4dc8-9626-f66f3dd96203","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":"994f7651-9901-48ba-b125-5510834bcf50","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":"8495c5de-58a9-48cb-966d-9139a533ef5e","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":"2383b306-bbe8-40b6-883d-7d97ea4c64f9","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":"adfc5c25-70fc-42a9-89b1-427caf25d290","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":"a5c33c8d-23ec-47e2-84f9-f77eef75e193","block_type":"box","text":"12","page_number":25,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"d2c00ddc-51e5-4d83-91d3-923042af55a1","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":"fc0043f8-a575-4793-a20c-3611eddeaee0","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":"37c85e16-fd7a-423c-a3a6-9f5adf0ae9a8","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":"78b1fbc5-ee1b-49d8-9f3c-bb8117f0ae86","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":"3182b7f4-4073-4faf-9d4a-e91ae173e703","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":"912c78ce-3704-411b-b7f5-7c95cd08f20f","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":"bb538591-b92e-46f4-948b-80db5c58f0d5","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":"a9e0abdb-cc33-4064-b3a5-72e7eff6d12d","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":"0fe4f47e-23fe-4008-b466-7ee2e4056dd4","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":"c04abe03-8302-4447-ad06-edce6cf5f766","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":"8638759b-e08f-4540-b9d2-fe3c8dc7c52d","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":"ec37ab5b-3804-4c1e-b104-70fc94d90722","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":"289126f5-4aaf-4e66-865b-0d4f5a68fd21","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":"4cd6c12a-8d62-4341-97d9-5aa0232aab4d","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":"43516502-0633-456e-b94c-283fd09dd525","block_type":"box","text":"Risk of Swap Agreements.","page_number":26,"box":{"x":60,"y":312,"width":186,"height":13}},{"id":"aeb000d6-f4f4-4ebd-b7af-26156424d726","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":"2a942619-7fd1-4025-9318-8edd6fdc003f","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":"5a7ca1ba-a136-4b25-ba7b-704e34d462a5","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":"5632e2a9-6095-4eae-a2a4-553ab4b8be02","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":"2819802e-dc3f-480e-b044-f8d2d7cc629f","block_type":"box","text":"a creditor (","page_number":26,"box":{"x":59,"y":373,"width":76,"height":12}},{"id":"7d54ab26-6bca-43e3-9337-52d8d9c74f55","block_type":"box","text":"e.g.","page_number":26,"box":{"x":136,"y":376,"width":23,"height":9}},{"id":"49fdab23-7b22-469f-ac0b-cca404325ace","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":"d74c7750-86e9-4434-bde9-e7a7eb089c8d","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":"14ef8f26-e57c-447c-968c-30729e0ebb28","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":"e9e8ff5e-9a4b-4d87-b877-e6d40284512d","block_type":"box","text":"swaps.","page_number":26,"box":{"x":59,"y":432,"width":47,"height":10}},{"id":"a335244d-af4c-49c8-96ef-662c723e548e","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":"312456ef-ef8a-4d4f-bb4a-3ce43fd24716","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":"0399ac8b-5275-4fcc-b4fb-922c026e0d81","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":"a40ec7db-97d2-4a7f-917e-31eedb6f1ab1","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":"f143f163-6979-4170-b734-2fa3d2655eec","block_type":"box","text":"U.S. Treasury Obligations Risk.","page_number":26,"box":{"x":60,"y":528,"width":218,"height":12}},{"id":"59a91b49-57b1-470b-8876-a9b25dbc1c68","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":"939dea98-538d-48fc-ae66-3b122e8dfad7","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":"98c27bcc-c8a4-483f-849c-708b60dbcdfd","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":"f0742ba6-b0de-4f69-ba69-a396f09df3ef","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":"335af193-47fa-4089-a3e8-060d0e240701","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":"5469afdc-0cb1-41e7-abf5-67237fca330b","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":"d530ce7b-a9f5-4ae6-977e-66a6b0940d38","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":"91442537-023f-4627-ba50-774f54c89a1f","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":"e4cb8d6d-9cd3-4351-b66b-875926f66c1a","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":"193af280-ddd8-4597-bc71-83aa86b9ffc9","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":"8b72efed-2dd0-4a0b-a3fc-a1c513cc84d3","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":"64f228db-74f1-4c98-9e13-ee67cec4111e","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":"183c71de-0944-4e27-b658-72040898cff6","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":"deeeffa2-def1-4ab1-8fd8-f988ce4c1e0d","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":"2e680493-1ac6-4216-bebd-0490ea6f8144","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":"004de134-3239-401e-ba06-f90e2d6c4b22","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":"4bf9288d-42c5-4b04-b487-9c9d2ef1642d","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":"fa2aa934-755d-4f91-a0c8-d7b77dc4616e","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":"00677102-8ea3-42aa-a1b5-d816a76c3712","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":"98ce5dc0-11e4-4a1b-a78d-f9ab9135c904","block_type":"box","text":"Valuation Risk.","page_number":26,"box":{"x":59,"y":838,"width":106,"height":9}},{"id":"48fe24eb-0c1e-4328-b9a8-330545499e9e","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":"9a077181-dd0f-4a59-ab93-4e6ff2130a17","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":"517e84aa-e56e-4044-8379-1ab75d1ab6df","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":"7275bb1b-43ed-40f1-a6ad-a62004ff1c71","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":"6d58b624-c296-4181-9b46-af7d77865e10","block_type":"box","text":"13","page_number":26,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"65401657-e2ce-4122-90f3-5f041b0ebc0a","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":"64ce14e4-7531-4f26-b0dc-21e35b8998e8","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":"3e68d9af-39a3-46bb-8cf3-eb481d84b9f5","block_type":"box","text":"less than its established value.","page_number":27,"box":{"x":60,"y":97,"width":209,"height":10}},{"id":"c75f4d39-eaeb-4cb4-8324-f6ca67e3dc7a","block_type":"box","text":"Risk of Investing in Developed Countries.","page_number":27,"box":{"x":60,"y":123,"width":294,"height":13}},{"id":"deea4d9c-3516-46bf-939f-f5068aa154fb","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":"3b13d930-0d06-4b21-a0e2-deff5ddf3ede","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":"fd2b128e-7536-42d0-aa85-2e48fc30879d","block_type":"box","text":"e.g.","page_number":27,"box":{"x":646,"y":141,"width":22,"height":10}},{"id":"8a86ded6-d94b-4530-8869-aba1c5475c6d","block_type":"box","text":", the financial services sector) as the","page_number":27,"box":{"x":670,"y":138,"width":253,"height":13}},{"id":"3cdd29af-f364-458f-b04e-e53614afbccd","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":"aa29334e-f5e7-48d0-a66f-9641d4b88d88","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":"3a5745b1-616e-47f1-b0ad-1375e6fd5284","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":"e2f2e115-50fb-42ff-a3d3-b214bb288953","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":"ce3f974c-e7e9-4ed2-924e-e768c865ffac","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":"0e79b9d5-ca19-4b41-a992-66c02a4e440b","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":"999f8a40-860d-4d1a-b6c3-eba30501d874","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":"810e17e0-c652-47f2-bf76-147afb45a8bb","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":"aa0b3abc-4cf9-4937-ba51-c6c4168fc9f3","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":"93199aab-05fa-4a90-9a52-2292fbd4bed7","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":"1ea7ddb7-9638-4daa-879a-b5eb5b576236","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":"0e2d4fac-b6f5-4793-b4f3-a51b24485a6d","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":"61cf21d3-feb8-4954-97cc-724b15d9ba30","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":"03ab014f-86ec-4969-a6b1-daeef09c04c9","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":"64686657-5b91-4deb-9586-5267d409c4dd","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":"a94e980e-277a-4811-aab5-341dd070af08","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":"2a959bfc-a05e-4604-834f-e23ae9499d81","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":"0182c7fd-c088-4e82-b4d6-637a182d5477","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":"15235607-f0b7-41a7-ba47-96339719814e","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":"126aa4ee-3ff2-433c-9341-0bdec5bd2ded","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":"2fb3232f-352a-4e94-818f-4f50eace37ad","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":"4b7d5427-28b7-4d71-992b-cc8088613f48","block_type":"box","text":"Risk of Investing in Europe.","page_number":27,"box":{"x":60,"y":482,"width":194,"height":13}},{"id":"8b0c0a18-4934-4cea-9f10-dd2c00cb7401","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":"30f0e6f6-57e2-45f4-9db6-34e81e452edf","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":"c9b9b541-700e-49cd-9d4b-5d0ccf21bb36","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":"47935626-b198-4634-bea1-813c893e780d","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":"98ad8cc7-ced9-47d8-99fc-e8c22d6c1843","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":"00814830-8fc7-456e-8f1b-3a57e8a0c406","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":"e54e0676-6fc2-4411-a75b-f177d70c60f9","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":"f86558de-9e0f-4d63-952e-ec2f98c19f0e","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":"4323a384-a3e6-4b8d-9416-7a4b43978592","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":"7a01a4f9-901e-4080-a61d-5d5367723bfe","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":"91a46771-8c0f-4b9f-9e40-ee7737fff5f7","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":"0fa27434-f98c-4763-a6bf-91ed308d2274","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":"ac0aefc6-56dc-49a3-b198-ed62abadb97b","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":"17608dc4-d322-4af9-b40b-96bf4bf7c00a","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":"a6e4a3e4-5f8d-4311-8d14-f7ce19dfbe91","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":"1c8fa1dc-3ad9-4584-861c-06b6be4a38ea","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":"5232d27d-c19b-43f0-bc83-85d11ed5bdd4","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":"a5f11a60-d3c3-4c3d-82a6-3bcc70b94887","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":"8c513c2e-a0b5-4bb6-8798-81d86f2620bd","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":"20a6e387-e4fc-4540-b6e6-11d9c863eb26","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":"a4a6a182-16d9-4a8e-95cb-0209fd68eeac","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":"9a13a083-e10a-41f4-b8a3-b3e289d85194","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":"cac78def-7fd0-47c1-99c9-93c1c92d6dbc","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":"4bcd6b79-5cdf-4170-b021-e27eb62ed2be","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":"e95ea4a3-fa17-42db-905d-10403ed81720","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":"a9b86f2a-64bc-42b4-929f-1ae51f571f49","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":"9c91be74-d127-4822-937c-7060b0510cc6","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":"5e8ece46-c43e-4094-9c29-3943b88499ce","block_type":"box","text":"14","page_number":27,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"48035aea-e966-4047-b81e-d104efc7e6db","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":"baf68a50-068d-4fc2-8558-bbf4a30c1e6f","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":"c59ab616-20d1-4ca3-93b2-333ac1386bfc","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":"fb0e16c8-071f-4aa7-ad0e-f64f25dfb16c","block_type":"box","text":"in the region.","page_number":28,"box":{"x":60,"y":112,"width":90,"height":12}},{"id":"6d3b4ee1-3551-49da-bf6a-91f224f83e2e","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":"72efc55c-dbdc-42ff-a215-5873fb1c6678","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":"99fbc5a6-c9d7-480e-a218-6f42fb6d0af1","block_type":"box","text":"institutions, regulatory agencies and financial markets.","page_number":28,"box":{"x":60,"y":169,"width":381,"height":12}},{"id":"40a2be2c-f847-4e02-ac17-45cfeecf19e0","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":"c7a3faf6-4f37-4a23-9119-ceb147addeb4","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":"dd930f46-ff0c-44ac-aa97-dbd61ffa16b9","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":"cc58d89f-b89f-4aea-b730-c738faa4eccc","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":"009ec178-eab6-442a-b025-a2551d8ed13c","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":"07cd5363-3d83-4128-8b5a-faba00252ee9","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":"0894a138-2eb3-49c5-99fb-3204cbb26701","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":"304608af-21fe-4fc5-8e61-c223fb12d313","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":"a6d05807-605f-44e6-9805-5f180abc9ac2","block_type":"box","text":"Russian Invasion of Ukraine","page_number":28,"box":{"x":59,"y":327,"width":191,"height":12}},{"id":"021736ca-83db-4282-8289-de2ff00e7295","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":"9de42912-acf1-4679-b40d-6c7db1bd6fb8","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":"70e55551-fc8a-406e-848a-49fb697d5bde","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":"cd1fbb57-9f1b-4559-9ad4-727c1279023d","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":"a1415ffd-b9ef-40b0-a189-b78ca35f0237","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":"972ec020-2419-461d-9248-78061d1286da","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":"dd2b80f0-1902-46cd-afe9-594550089c04","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":"22002a94-84eb-4a58-b635-de9780d61c0f","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":"2bb72298-8e7d-4aa3-81ba-623cda7a89f8","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":"32ceb18a-be01-46a9-ba8e-c35cff5bc415","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":"5b250438-516c-4f56-b614-a8df9f1bde01","block_type":"box","text":"Risk of Investing in the Energy Sector.","page_number":28,"box":{"x":60,"y":490,"width":270,"height":12}},{"id":"8acc8a4b-3f15-4908-9343-22a9dd875a4a","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":"99b78427-8024-4408-be4c-0079a0e33061","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":"25927be7-8f37-43d2-b85d-e5ebf2f08baf","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":"5f7cce19-bfdc-4e69-9e13-18cd6459875b","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":"1c38628a-6b38-4ed3-97fb-c9eaa0fa8193","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":"42d68c2a-ae55-403d-b8b0-327a434d99e9","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":"8e4d90a1-5fa2-438a-ba13-0b640794d3b3","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":"788cedcf-2cb9-4085-88a3-4a9b6255055b","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":"6fd665dd-8be6-439b-9a4c-988c9bbfed28","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":"c54a4652-2545-42c3-8c13-0848911de631","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":"79e9a2a1-2403-4dfb-88ff-aa0f8ea51abd","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":"b81169aa-9c0f-41d3-8924-f65189606784","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":"5bc90f1d-f4ae-4771-902a-91a6ad93709e","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":"ca4be8da-b28f-4d02-9721-f42a6aca2727","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":"f7b9621b-9883-49d9-be15-862440a288dc","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":"dc69ee48-2eb0-4fab-bc1d-da573e111884","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":"2df26daa-a349-4eec-97e8-5af4c25a3cd7","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":"20ed0a54-68f5-4547-9e50-663086e8d861","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":"545fa063-4d3f-4465-9982-3aa651bbaf1e","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":"b791181e-62d7-4137-a864-535d253c9f4d","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":"dfe2cfc7-5c5b-4117-8ead-fbb5b6ca81d6","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":"f8e388e8-de54-4948-8ef1-3afc8c932a42","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":"a336c3fb-d681-4d6a-97d9-fff8b5622839","block_type":"box","text":"energy-related commodities.","page_number":28,"box":{"x":59,"y":834,"width":201,"height":12}},{"id":"ce4bd794-90b9-4d50-bc8e-ea9ad5ed51e8","block_type":"box","text":"15","page_number":28,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"6d99254e-bb2a-4fbc-b384-76d59d8604c6","block_type":"box","text":"Risk of Investing in Gold.","page_number":29,"box":{"x":60,"y":67,"width":177,"height":12}},{"id":"96606b63-1f60-45dc-9c0b-5576df128e02","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":"17f834ce-d318-44df-bf3c-ee5257f1d252","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":"1907d8cb-afcd-4a67-850d-b6f190d54135","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":"aa4b56e6-913c-40a4-a0a0-35b4149b08cf","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":"7e44db78-d25e-47e1-9f2b-d66aa83b6c5c","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":"d615ab87-c540-42ae-8ff1-e3ad04f2c42c","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":"cfe837d3-a482-4b94-98b2-9142e5e7d119","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":"43b3406d-d40a-4f39-9119-cdc69d5d246a","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":"01df55e1-4070-49bf-82e3-6b4a95da294f","block_type":"box","text":"increase.","page_number":29,"box":{"x":92,"y":205,"width":60,"height":9}},{"id":"ed6808af-1b16-4298-a7ea-86fe57e16ae9","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":"47360dd9-ffc7-49e9-a929-1268086dea1c","block_type":"box","text":"the aggregate world holdings in gold. 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posted to www.iShares.com.","page_number":30,"box":{"x":92,"y":841,"width":822,"height":13}},{"id":"9cd73049-95ba-4ac8-979c-eecde5612512","block_type":"box","text":"•","page_number":30,"box":{"x":59,"y":865,"width":4,"height":3}},{"id":"628e5a4d-03e4-4a84-948a-dbb9cde34893","block_type":"box","text":"Third-Party Service Providers:","page_number":30,"box":{"x":91,"y":862,"width":215,"height":12}},{"id":"31411efa-43ba-4fc0-8be0-f467b39ab074","block_type":"box","text":"Certain portfolio holdings information may be disclosed to Fund Trustees and their","page_number":30,"box":{"x":312,"y":862,"width":579,"height":12}},{"id":"9c7c505e-ce91-469b-9521-88cec73b3f85","block_type":"box","text":"counsel, outside counsel for the Fund, auditors and to certain third-party service providers (","page_number":30,"box":{"x":92,"y":877,"width":641,"height":12}},{"id":"0bc8b53e-b3c6-4e8f-be74-912f8aa8a402","block_type":"box","text":"i.e.","page_number":30,"box":{"x":735,"y":878,"width":17,"height":8}},{"id":"c72cb9d3-c264-4626-8d94-af1f96a8c26f","block_type":"box","text":", fund administrator,","page_number":30,"box":{"x":754,"y":877,"width":141,"height":11}},{"id":"14df3853-3464-4f30-8968-67dcecd1f3c8","block_type":"box","text":"17","page_number":30,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"c9e0171f-0441-49f8-ab33-394ca2d0228f","block_type":"box","text":"custodian, proxy voting service) for which a non-disclosure, confidentiality agreement or other obligation is in place with","page_number":31,"box":{"x":92,"y":67,"width":845,"height":12}},{"id":"d373aff8-7ff8-4c06-af09-7862ba73b4f3","block_type":"box","text":"such service providers, as may be necessary to conduct business in the ordinary course in a manner consistent with","page_number":31,"box":{"x":92,"y":82,"width":810,"height":12}},{"id":"145fa34a-b0b6-4259-8632-898f6e43a316","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":"d1ce326d-330d-4b5b-a4ee-e18cfddfb009","block_type":"box","text":"laws and regulations thereunder.","page_number":31,"box":{"x":92,"y":112,"width":227,"height":12}},{"id":"e4d8f8d2-5f7b-4c56-9a89-2fc5018541a3","block_type":"box","text":"•","page_number":31,"box":{"x":59,"y":136,"width":4,"height":3}},{"id":"87422f50-0eac-489b-9c50-5552aed2c15c","block_type":"box","text":"Liquidity Metrics:","page_number":31,"box":{"x":92,"y":132,"width":124,"height":12}},{"id":"d189091f-059e-4fde-b9e4-d1072699d0ea","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":"c07b4743-3211-4add-8110-cd400142329d","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":"308af46f-b129-4b9d-a74d-302be8a8e175","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":"b38a90cb-0912-4e68-aba2-98e758bc560f","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":"a68d8bc3-c346-48d5-89d3-d7560b56b4c4","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":"d48f7045-dedd-4cce-9f88-0ff41be5bbf2","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":"0e24b844-bc56-42f8-8bec-13e6b92b6dba","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":"d51ef8ca-8b84-4fb7-a032-e9b2abce5dfe","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":"6e648ab1-e847-45d4-8966-ef9e651044a4","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":"227125ed-01b4-4e68-ae13-3f002bfea5c9","block_type":"box","text":"party.","page_number":31,"box":{"x":92,"y":269,"width":37,"height":12}},{"id":"d14113aa-bca9-46c4-bf01-09f401b5958e","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":"bb4cfee2-d42f-460c-9052-c64d7e3c3a5a","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":"53bb6cfa-f056-41c0-8811-39083dead7a4","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":"99392c46-211a-4f0a-bdb5-acb07f7a37e0","block_type":"box","text":"Construction and Maintenance of the Underlying","page_number":31,"box":{"x":60,"y":356,"width":822,"height":29}},{"id":"47a3193f-af9e-4841-8107-7d62ab15d6d1","block_type":"box","text":"Index","page_number":31,"box":{"x":62,"y":386,"width":89,"height":23}},{"id":"f24996a4-8689-481e-b28d-b0de5027ec29","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":"da14cac7-5aca-47dd-b253-e8ee0fb44116","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":"27eeb788-92be-4b5b-a8fa-cde61e71c17c","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":"0d875676-2331-4811-b175-0411c473872b","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":"73bf60a3-6601-42dd-bbb4-f059942b7abd","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":"9ad8b03e-cf11-4f19-b851-a7ee85be4ce0","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":"03919444-05f1-4134-aefa-196a9f34b6b5","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":"d3c5713d-be4d-4e2f-b9a8-93d2f55864a8","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":"27839882-2675-439a-84b2-b38b2d96ae13","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":"06ba86aa-16b4-4277-ad26-b586be7a3ee9","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":"ce44d8c9-5ef4-4d6c-b113-1268775c70ce","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":"3cc9e64b-8ea6-4107-a6e3-01e9d2b6f689","block_type":"box","text":"Number of Components: approximately 25","page_number":31,"box":{"x":60,"y":627,"width":308,"height":13}},{"id":"5200855a-6701-4b29-8be0-b4914f19cdb4","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":"d643fd52-a685-4bd1-b71b-5999fc63d7b3","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":"562ee7c7-c537-4ea4-8db1-eb5e3b8a14d5","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":"ee0154cd-8882-48e7-98c9-c9835ab6994c","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":"82230ee8-5bd5-467b-89cd-86fa70aa3c6d","block_type":"box","text":"along with the following diversification rules:","page_number":31,"box":{"x":59,"y":714,"width":313,"height":13}},{"id":"36c54e07-83c3-434b-8e9b-f046273c0fb9","block_type":"box","text":"• No single commodity (","page_number":31,"box":{"x":92,"y":734,"width":191,"height":13}},{"id":"48470c5d-b53f-4d1a-a851-6bc676f39698","block_type":"box","text":"e.g.","page_number":31,"box":{"x":285,"y":737,"width":22,"height":10}},{"id":"bae2422e-bfa4-4489-9e45-158a74b32013","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":"46e00d45-ab98-4f10-b08f-fe45fb84b76c","block_type":"box","text":"• No single commodity, together with its derivatives","page_number":31,"box":{"x":92,"y":754,"width":383,"height":13}},{"id":"23e12202-4afc-496a-a5af-96d1350388cf","block_type":"box","text":"(e.g","page_number":31,"box":{"x":480,"y":754,"width":26,"height":13}},{"id":"8a84b4c2-ea2f-48b8-9f14-30dead176afc","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":"4a3a22d7-7723-40e7-bd3f-562fd34ec8b4","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":"cc3d1307-4ad3-4988-a48f-b42add4a10d0","block_type":"box","text":"• No related group of commodities (","page_number":31,"box":{"x":92,"y":790,"width":274,"height":12}},{"id":"da9fe81d-767d-415f-8896-e6e3f5a93ac6","block_type":"box","text":"e.g","page_number":31,"box":{"x":367,"y":793,"width":20,"height":9}},{"id":"820f8ad1-5b37-49de-b902-95964e676388","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":"b9330d97-1ff7-47f6-b8e5-d7533a2e52ef","block_type":"box","text":"of the Index;","page_number":31,"box":{"x":124,"y":805,"width":87,"height":11}},{"id":"bf8f3436-dee4-4553-93c0-9b404db6858c","block_type":"box","text":"• No single commodity (","page_number":31,"box":{"x":92,"y":825,"width":191,"height":12}},{"id":"8cf8b74e-26a0-45c0-8ade-f8fab2e20954","block_type":"box","text":"e.g.","page_number":31,"box":{"x":285,"y":828,"width":22,"height":9}},{"id":"3dbb5447-0537-468d-9b74-07fd516809e5","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":"f9b92d0a-ad60-4ef4-9d9c-26d4c1ef66b2","block_type":"box","text":"18","page_number":31,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"8c4ea769-6709-44f5-b990-a3472719d9f3","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":"b505b419-2699-45a9-9e43-fd703eb40eb3","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":"23e7d956-126e-43e9-a050-8b2fe7b781fe","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":"e50aa182-0de1-481e-9609-1139b98e70b9","block_type":"box","text":"Index Business Day.","page_number":32,"box":{"x":60,"y":112,"width":135,"height":12}},{"id":"6852efbe-c9d0-44e7-a5ca-9c99941f6f01","block_type":"box","text":"Investment Policies","page_number":32,"box":{"x":62,"y":143,"width":318,"height":23}},{"id":"6b70bbb7-3360-43ec-b6e3-b2d67e15ae47","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":"b4da82fa-efa0-4ab7-af9c-f5660990baa4","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":"bf2a6235-3573-422c-886e-e9c1c1da9c7b","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":"cd212178-e49a-4344-978c-1c105cd5d836","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":"19b73947-1ba0-488e-b2a9-1ae19b2f69f5","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":"b2df7f66-fe5d-49a1-893e-406d5fb2b628","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":"9d479777-5d30-4a13-936e-b53c2bcef1b1","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":"e9a68431-ac74-4e1d-9941-96e71a9bc8c5","block_type":"box","text":"investment objective without shareholder approval.","page_number":32,"box":{"x":60,"y":283,"width":357,"height":13}},{"id":"9b4b0db5-08aa-4a5d-a30c-28665a9c8c43","block_type":"box","text":"Fundamental Investment Policies","page_number":32,"box":{"x":60,"y":310,"width":237,"height":9}},{"id":"6471f9cc-9564-44a8-84a0-e0de4a42c3e5","block_type":"box","text":"The Fund may not:","page_number":32,"box":{"x":59,"y":330,"width":131,"height":12}},{"id":"5a696023-954f-48b1-97b0-6bf3d4a31138","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":"173b802a-3b79-47d1-8dfc-037b5dd7937a","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":"5fee6576-0041-42af-abd8-5ee70e85f4e4","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":"0557bd83-d6d1-486a-80c3-c27e5bc6aa2c","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":"c9c1035e-8d3f-4715-bea7-4712273f3f73","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":"9169c021-cd9f-4003-b789-874a1b8aea84","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":"069af359-942a-4401-af63-af2e703455be","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":"ecc96c6a-91a7-4623-bc80-10d68723dc2f","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":"0b1188f2-8e2e-4179-ada2-1c01b2f0a079","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":"1ffa1098-02f1-47d5-ada8-c6c34457e70f","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":"5b877dd8-c0c8-4435-8318-87fe35e40ad8","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":"f57c66de-eab7-4e30-ba32-5f5a0091f5ed","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":"c458aa81-ce90-43b5-bb3e-92baf39f3bab","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":"64256791-0ea2-4d61-b1de-25314e576360","block_type":"box","text":"change without shareholder approval.","page_number":32,"box":{"x":59,"y":600,"width":265,"height":12}},{"id":"d6f680b8-d372-475d-b2c4-26d7d3146472","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":"11a7febc-4deb-409d-8635-a8066dc541d0","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":"1b9ca33b-9675-456f-8aca-fdbae7f8a4bb","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":"e23e776b-0b83-4b72-a728-c96ad1dc5c6f","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":"c5fac55e-a29a-4545-a192-7e6a44f8a699","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":"5894728c-d521-4fa1-9c8f-065d2b3b3186","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":"3503b6e3-1db7-407e-9872-dc5516d8bf57","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":"01e14591-4d5b-4f6d-8bb7-153a740d4457","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":"a68e3e0a-2aa8-46e0-8337-6728721b8810","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":"8a1393b1-4d28-41ca-beca-ea444f4bf07b","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":"9fd56285-4001-480b-8cb0-81168ce814fc","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":"c80f256a-3e47-4717-905a-c651098b138e","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":"af5fdf8d-05ee-451a-8920-0579e02bc132","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":"c274e48f-53c3-47c1-971c-70f33b750d00","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":"2d48d973-11c4-47b6-9d4b-c2b6a14f68f9","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":"32cdc476-a0b3-4867-8366-e2a57e386d38","block_type":"box","text":"classify issuers within or among industries.","page_number":32,"box":{"x":59,"y":853,"width":300,"height":12}},{"id":"46428c04-2082-4bb4-a244-7d469763af66","block_type":"box","text":"19","page_number":32,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"11f8306b-96a6-4bcd-b5e5-fe83072b2199","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":"3d8bba15-3bc7-43d1-b7c9-45862dd92f66","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":"31ee53c0-7888-4f6f-a34a-595a84f0b5d9","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":"6266e585-a062-43ce-9339-260cbbc89171","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":"9e92e90b-e41d-40c8-94c0-791ec1438671","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":"bf5d235f-f87e-44a0-9c0d-27847bf873de","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":"4aaa2c84-6f2b-4ff4-b9c2-4cd54e97ee52","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":"8d16a64c-17a5-4312-82a1-2583a3ce43b5","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":"fedd11e2-0ce8-4a92-8f24-c0999a276a62","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":"708a7eae-3bd1-4463-8542-7c4a1438d8b1","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":"c5c9cede-6e12-42c9-b6d2-79f8f5df953a","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":"7f56ba05-341f-4ede-83f5-e649ba77cbfd","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":"4ced783c-6c67-4607-9c52-a5404c8e9dba","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":"0c37f478-d71c-4467-93d7-1139ff7b9475","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":"c1b8a1ae-93d1-4eab-afa7-db0b8d62f3f8","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":"46de1372-0c6e-4145-9273-fe2dbbeff91d","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":"7ff62d42-6987-43c3-b238-c722350976df","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":"785aac77-af72-4a6e-b986-a4b0c92cfcb0","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":"4fc8c43d-acfe-4029-98a4-37b464ba13ff","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":"09097d68-b09a-49c0-bdee-974588816eb3","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":"ea58a182-c701-4118-a601-9c8d2ba72cb0","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":"cb87698a-8a44-4e57-9ef8-c72824f41bb8","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":"f5ed7fdf-fba4-42ad-a74f-fe7b29f33778","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":"8e984277-4d8f-41e1-af67-fe5cec6f1141","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":"307938d2-3fcd-4537-806e-011ee3562f69","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":"85f7366e-c614-4a7b-b451-12370ad6cc06","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":"9a946f13-3d10-47be-ab62-a555b40581c7","block_type":"box","text":"law.","page_number":33,"box":{"x":60,"y":471,"width":25,"height":10}},{"id":"9eeba676-9bf2-48b0-b61d-d868c828435e","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":"71b08a17-d138-4bea-8d18-33ebc090f755","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":"347bc73b-4263-4ca3-ac27-8587ab62c4d1","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":"231451a1-eccb-4c2b-9068-9e786d3cb658","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":"7edab5de-8b44-4872-b202-66984ebcd636","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":"dbf4ed0a-89cf-47aa-a6bf-9594a52473d2","block_type":"box","text":"securities transactions, will not be considered loans.","page_number":33,"box":{"x":59,"y":573,"width":363,"height":11}},{"id":"1c359bda-62e4-463d-9abe-75d0bcaa2474","block_type":"box","text":"Non-Fundamental Investment Policies of the Fund","page_number":33,"box":{"x":60,"y":600,"width":360,"height":9}},{"id":"c7a7323a-5e5c-4dfe-a7f8-d202566e81e0","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":"42f2d45f-4201-438c-87e2-b3b065654433","block_type":"box","text":"Fund may not:","page_number":33,"box":{"x":60,"y":641,"width":99,"height":12}},{"id":"31fdb7c8-e4e9-47fb-86dc-4e47a7d71375","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":"77285917-6ef6-4957-833d-5164a93c51cd","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":"10062b61-eda5-4d20-b5b1-ae8fcaf0cb12","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":"586931ec-2710-4708-b847-56d86d9c728c","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":"48f96eda-8e6f-4d71-91e7-3f6c581f8d7b","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":"9019f90c-7d49-45b5-be26-cf71fd4327dd","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":"5fab2fb2-8b47-4250-9199-be2f227f3084","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":"ddec6705-1650-4b19-b88f-c275454d81ff","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":"6f8d9372-480c-40f1-9f70-d93bdca4c051","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":"394ebe14-011e-447a-8c73-7d0dc26c06ff","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":"2c324377-8189-4b07-94e9-b8669cdfdc57","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":"abbddd86-cd3d-4569-8124-a16684fe9508","block_type":"box","text":"upon 60 days’ notice to shareholders.","page_number":33,"box":{"x":60,"y":844,"width":261,"height":12}},{"id":"ba1f2c02-4034-4caf-bc5f-64e615ddd39b","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":"e509a621-60ac-4d9c-8fdb-0865f9d6e322","block_type":"box","text":"20","page_number":33,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"7460c957-de75-49cb-8d39-46e0cd4684d1","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":"72ad4fea-9517-42e7-bb27-92f3e0532c2b","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":"7637e830-e302-4018-bfe8-c812dfa4debf","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":"dfabcf28-1e19-4cd5-92bb-e3412d044c37","block_type":"box","text":"the Fund to dispose of an investment.","page_number":34,"box":{"x":59,"y":112,"width":263,"height":12}},{"id":"13084f02-4fa9-4d94-876a-1376f95d7b7e","block_type":"box","text":"Continuous Offering","page_number":34,"box":{"x":60,"y":143,"width":339,"height":29}},{"id":"fc20e439-c35e-43e0-b3a1-3e1b9b5adb8c","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":"5716c914-132a-4643-81f7-cb80681277e7","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":"fc3c6055-0208-4b68-ad2e-1faf0a7892ac","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":"c7372a49-27e1-42d0-9cf4-458d0920cf84","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":"318eefbd-d250-484b-b2a7-7f6fd25740e2","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":"2f2b5f9b-b590-4b57-9e84-dd6038127b85","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":"495a7fdf-58f2-4e06-8c5c-3966c4393c3a","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":"7357b1ff-ecac-4f8a-b584-b2ddd43486de","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":"da506ca2-3f22-43ca-b02a-5d3809f03723","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":"845c8260-4d05-4edb-a6c2-f338c4cff691","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":"129744d1-506e-4cb8-8cd1-fa71463162ef","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":"f5c86a0a-2da0-4b5c-a09e-7295f6957e74","block_type":"box","text":"an underwriter.","page_number":34,"box":{"x":59,"y":361,"width":106,"height":10}},{"id":"9d3c2efe-deae-4528-8a59-3f35c768b0f2","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":"01770b27-2acc-4449-839c-d8e7c2be0e01","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":"fb667cbf-86e0-48ee-8667-b5c97eed5559","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":"b04dd860-a837-4e14-90d9-b559aadef12f","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":"5a2a41ed-7fca-4a96-b6b4-5853b3714f3e","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":"b9cda1a4-c220-4032-9432-34c36ee24bf2","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":"4e085642-41cf-4096-8edb-61e975e90951","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":"57f85497-b809-4966-8196-2683fa71fc74","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":"a6e88f19-8b3e-4f8b-baec-b56d517fc27a","block_type":"box","text":"Management","page_number":34,"box":{"x":61,"y":526,"width":224,"height":28}},{"id":"6f6cb5eb-8310-43c1-b3d1-64e5d6d8dbc7","block_type":"box","text":"Trustees and Officers.","page_number":34,"box":{"x":58,"y":566,"width":158,"height":9}},{"id":"8e8261a1-0ceb-4f9e-828a-20d87c64e481","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":"dcf9a508-4b84-4b36-b61a-32b9a0a201bf","block_type":"box","text":"general supervision of the duties performed by BFA and other service providers. 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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":"e08d5fa4-7346-44a5-ad38-6ad83d2cc670","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":"9fc87659-83e1-4ccb-8fd0-6f088288f3fd","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":"6b944f6b-df40-4e4e-8e61-1686feea87f7","block_type":"box","text":"Cohen, Robert S. Kapito and Aaron Wasserman, the address of each Trustee and officer is c/o BlackRock, Inc., 400 Howard","page_number":34,"box":{"x":59,"y":743,"width":857,"height":12}},{"id":"4b66d834-2054-4988-853a-aae5704f033b","block_type":"box","text":"Street, San Francisco, CA 94105. The address of Mr. Kapito and Mr. Wasserman is c/o BlackRock, Inc., 50 Hudson Yards, New","page_number":34,"box":{"x":59,"y":758,"width":873,"height":13}},{"id":"b318e4d5-f7a1-4242-84c0-7ac9aadca931","block_type":"box","text":"York, NY 10001. The address of Mr. Cohen is c/o BlackRock, Inc., Drapers Gardens, 12 Throgmorton Avenue, London EC2N","page_number":34,"box":{"x":59,"y":773,"width":858,"height":13}},{"id":"d645d31d-5d17-4264-a993-6cf6568647c9","block_type":"box","text":"2DL United Kingdom. The Board has designated John E. Kerrigan as its Independent Board Chair. 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(since 2020).","page_number":38,"box":{"x":676,"y":447,"width":118,"height":12}},{"id":"ea55a92c-b936-404a-884c-d3a5407c2e3c","block_type":"box","text":"Elise Terry","page_number":38,"box":{"x":60,"y":467,"width":70,"height":13}},{"id":"9015fe89-e476-4df3-8948-93755fd065ea","block_type":"box","text":"(1977)","page_number":38,"box":{"x":60,"y":482,"width":44,"height":13}},{"id":"69e6a97a-119d-44bf-93c1-8022eb6d3c3a","block_type":"box","text":"Executive Vice","page_number":38,"box":{"x":368,"y":468,"width":99,"height":9}},{"id":"5ed18820-0273-4ae1-afef-ca08778451d1","block_type":"box","text":"President (since","page_number":38,"box":{"x":368,"y":482,"width":110,"height":13}},{"id":"7c2f8d44-a6a8-4a01-b3e1-385ead6f74b3","block_type":"box","text":"2025).","page_number":38,"box":{"x":368,"y":497,"width":43,"height":13}},{"id":"f0e6ab27-439e-40ca-a63b-ed750038e112","block_type":"box","text":"Managing Director of BlackRock, Inc.","page_number":38,"box":{"x":676,"y":467,"width":258,"height":13}},{"id":"606820a2-0312-4e2c-bf1b-59fb3d61cc89","block_type":"box","text":"(since 2016); Head of U.S. iShares","page_number":38,"box":{"x":676,"y":482,"width":234,"height":13}},{"id":"bfa34b8d-8fdc-4e64-aa1c-e06ce5ac31a3","block_type":"box","text":"(since 2024); Co-Head of Distribution","page_number":38,"box":{"x":676,"y":497,"width":260,"height":13}},{"id":"df431558-cc9c-4ee3-9a93-08ab716bc022","block_type":"box","text":"for U.S. Wealth Advisory (2023-2024);","page_number":38,"box":{"x":675,"y":513,"width":263,"height":12}},{"id":"b25ff441-df9b-4ea7-b2d0-617062054dcc","block_type":"box","text":"National Sales Manager, Wirehouse","page_number":38,"box":{"x":676,"y":528,"width":246,"height":12}},{"id":"16b743d9-8aa5-45d6-ad01-09ca3059e56b","block_type":"box","text":"Channel (2020-2023).","page_number":38,"box":{"x":676,"y":543,"width":151,"height":12}},{"id":"9cba9732-0bf9-49fa-9693-0f736b639482","block_type":"box","text":"Daniel Prince","page_number":38,"box":{"x":60,"y":563,"width":90,"height":10}},{"id":"5a10596c-b026-44c4-93e3-2c2d8d34bb07","block_type":"box","text":"(1981)","page_number":38,"box":{"x":60,"y":578,"width":44,"height":12}},{"id":"9b142183-6c8e-41c0-9f76-0f2dfbbef476","block_type":"box","text":"Executive Vice","page_number":38,"box":{"x":368,"y":564,"width":99,"height":9}},{"id":"c9004705-a0a5-4286-8940-cf3ce4beee40","block_type":"box","text":"President (since","page_number":38,"box":{"x":368,"y":578,"width":110,"height":12}},{"id":"887ef266-6957-4694-9938-eaa04fbf9298","block_type":"box","text":"2025).","page_number":38,"box":{"x":368,"y":593,"width":43,"height":13}},{"id":"871eb083-a57c-4056-b6a9-4390e939f2c0","block_type":"box","text":"Managing Director of BlackRock, Inc.","page_number":38,"box":{"x":676,"y":563,"width":258,"height":12}},{"id":"5a5c060e-9b66-4635-822f-c78db18d23b7","block_type":"box","text":"(since 2023); Director of BlackRock,","page_number":38,"box":{"x":676,"y":578,"width":248,"height":12}},{"id":"a26b73eb-762d-405b-9493-b7a9af9366b6","block_type":"box","text":"Inc. (2015-2022); Head of U.S.","page_number":38,"box":{"x":676,"y":593,"width":208,"height":13}},{"id":"4a7de172-dcf1-4dbd-9ae5-c73180ce0ca8","block_type":"box","text":"iShares Product (since 2025); Head","page_number":38,"box":{"x":676,"y":608,"width":245,"height":13}},{"id":"a6c83812-a665-45fa-93b3-e5c2e97ef9df","block_type":"box","text":"of iShares Product Consulting","page_number":38,"box":{"x":675,"y":623,"width":207,"height":13}},{"id":"ccae049a-5549-4f59-8003-9f1e4e1d1fde","block_type":"box","text":"(2015-2025).","page_number":38,"box":{"x":676,"y":639,"width":89,"height":12}},{"id":"6322e9f8-17ba-4c2f-843c-d909360346e2","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":"f3ce5a8f-fc5c-457b-a488-63c32512e77f","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":"a77dc756-3736-4dee-bc85-c50f3bc8f589","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":"b4cd8c80-fcbf-4b01-ade4-1f122e3749cc","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":"c19f703d-23a0-44a5-9637-5e7f7d804031","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":"76a434a6-3678-472e-8103-3b8eb968f137","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":"8f0741c6-95d0-4076-9a2a-8fc7b276329c","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":"8a16c04c-973f-4a04-adbe-afb8db0182a5","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":"80d26e71-c709-4cb3-93aa-39dbab470b60","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":"47e3fd8f-f821-4442-9afd-d811f4ef1150","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":"c09577c8-ce34-41e1-910a-a2e037b074d9","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":"461b057e-6235-4fae-bffd-2529df29de44","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":"b0b3a86b-80be-4212-9e20-c5b5afdb1f9c","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":"0022d00d-c35f-4d43-a390-f654b702321d","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":"e95201d2-7b56-4aeb-acb9-8c36e487ada1","block_type":"box","text":"25","page_number":38,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"8b070612-8255-4397-b99b-ad7ac58c127a","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":"8293e736-7cf7-47f4-8dc7-a3ef07c6bb24","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":"f990f78c-341b-4112-a9c6-b4601d9373e5","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":"47d2310a-ea87-4744-91cf-dd41f513986b","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":"4c6ca546-21b4-4273-8b6e-a7274b04afd7","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":"9fada1b3-1696-40d7-a04d-336d79aec03a","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":"bfc981e7-4e36-4c36-92d0-680336b4feb3","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":"f18d5117-39d0-4d7d-8b81-de8bd005f5b6","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":"22946264-ab0d-434e-8f50-d3d33e3b408b","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":"5dbee063-4448-4824-a9c8-eb63111b0c7d","block_type":"box","text":"degree from Harvard Business School in 1983.","page_number":39,"box":{"x":59,"y":203,"width":322,"height":12}},{"id":"a578b145-3e1e-45a5-b54c-4009b5d14b7c","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":"5cf1f0fe-eccd-48db-b8aa-ac46fdf7d5e4","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":"e6f73b2f-4101-4537-bf52-f441aa1242c0","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":"eff57cbd-d57c-4627-8d3f-95d62e4dd77b","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":"c8d34ee8-552c-43ec-a836-d1693dfe9c38","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":"2fd00ff9-c5d0-4eff-a92c-ec3f3a28e07f","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":"dee8e61b-48ca-46cb-8aaf-19143323f0ee","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":"84290b37-267f-4826-9d0e-f63ce9da999a","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":"45c2ad22-a59a-442f-9f73-da212da091bd","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":"f852e12e-7cac-46c4-9f5f-a3f9bc156f6a","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":"7016c392-5ab0-4e67-a194-8e8834accaa6","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":"3607e1bd-f826-4280-8fae-5399481624a1","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":"1ac12733-50bd-4bff-80f3-0714f8ed3c86","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":"d286460b-6145-4983-977f-12db8c6727a3","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":"93392e7a-3f66-4acf-a2f2-a90d44ccf927","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":"e3dfcb4b-f37c-41bb-8cb7-ba75db8de8bb","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":"0c5e02ed-7161-427b-a9fc-5869af7cc90e","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":"98b689e5-c1ea-4699-868c-41fde06ad51e","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":"7b368cc2-cc3c-4a33-b5f8-6bdf8dcefea7","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":"87f63f23-0466-4ebb-85bf-c3c0c997c1cd","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":"5372f0ed-fc3d-4d69-bbe2-8b677734c477","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":"46c6a02e-91af-4837-8af4-5fc7bc06e505","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":"d0f00d91-0b4d-4eb7-ae2b-286d97a86729","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":"f4e2a0a1-2180-43f8-a801-eeb06e47c66d","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":"395ac2ff-5b7a-4b61-9426-11b52091f4d5","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":"2a1f40f2-2c31-4c4e-84be-bc296f0dc8e1","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":"d42f47c8-f2a4-4a69-8c68-546e72c3f3d7","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":"aff51b6c-84de-43a5-bd39-b2531c2fc338","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":"1f63b7b7-fc74-4b93-ad79-84397980d1b8","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":"62ccb43d-b8c6-4b58-8d09-c928314b0534","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":"45c76a93-3625-4c52-8e6c-5247f5199146","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":"7c23b3cb-e868-4179-95c7-dc83257ba0f6","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":"d9322f8c-5529-4731-a015-66a4bc95c8b5","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":"fdc168e0-fb43-4442-ae21-53934b1ad24a","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":"f440c4a3-3b08-4c7b-b953-e42f1d867430","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":"c020f62b-1219-47c3-b496-6d7a667e680a","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":"f2d8fdc6-b59e-405f-b24c-1cb05a577578","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":"22211be5-74b2-4103-8a30-87dc52d67f22","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":"a6fd7f9a-16a9-4044-86d9-8278186a2804","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":"b6cf8279-a935-4df7-a977-ea240ab3d95b","block_type":"box","text":"State University of New York at Stony Brook and a JD degree from Benjamin N. 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Mr. Fagnani served as an Advisory Board Member of the Trust, iShares Trust and iShares, Inc. from April","page_number":40,"box":{"x":60,"y":67,"width":851,"height":12}},{"id":"a87dd664-3bb5-46db-91cc-e2b879dcebbf","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":"f09ff296-e3c5-489e-aa55-4d79c62051b7","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":"71ee7253-dca6-4e2a-9346-94e2a63422ca","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":"e60a2017-8b88-4135-a4b2-9c6a673b612e","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":"f0e5d9d6-cfd6-4740-86ea-9f78a64b1418","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":"19426b7e-378c-4a51-80b7-306a360ee8c0","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":"89cc50e9-f83c-46db-a912-7d15f268ae80","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":"db9bc881-f480-46aa-8ddc-d5f4fa14cb89","block_type":"box","text":"Accounting from LaSalle University.","page_number":40,"box":{"x":59,"y":188,"width":248,"height":12}},{"id":"15d83dfe-0e45-4712-9a4e-f962f719ffd6","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":"52016a66-f3e0-44ca-9b9b-7c9743b658d3","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":"7e39d86d-78df-470c-917d-2199ffd15f90","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":"f5ec3bf4-dbef-4edb-9086-69ae3183fe50","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":"43009653-7f5c-4c11-b548-fa26660c3eb6","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":"44db4af8-1559-432e-a4f2-397676b8f69f","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":"f0007d5a-99b6-4c37-ba48-bb0682d6733d","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":"b39b4fe8-9583-43f2-ba49-4301d7b5989d","block_type":"box","text":"Accountant (inactive).","page_number":40,"box":{"x":59,"y":320,"width":155,"height":12}},{"id":"3caca97f-0a30-4eaa-a099-89e3733ac16c","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":"49b0c835-5d78-438e-a236-5e04b5862de9","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":"f9edab1c-cc96-4464-a015-905c40cdb0c6","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":"75e606cc-ad1e-4f67-a3e5-e59b2bec9f32","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":"272fc7cc-2f96-4848-abe7-cee8a0b59562","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":"1db8e369-ff59-4678-ad12-005f07ae021b","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":"eff0a983-a53e-485c-addb-a8e2bcaa2d6d","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":"c14f1ba5-1625-4488-a521-49835e1b436c","block_type":"box","text":"clients across all major industry sectors, since 2002. 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Mr. Lam is the","page_number":40,"box":{"x":60,"y":482,"width":831,"height":13}},{"id":"c7372eda-19b0-4e50-942a-203dd7524cba","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":"9125879c-7740-44c6-bddb-54a3c0259e71","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":"8b4503e0-eb7d-41e5-996a-c1fe7e62971e","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":"35e64847-d220-4f5e-959e-d023cbfebc49","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":"ced20220-c0a9-40c3-9eee-180e46f290f4","block_type":"box","text":"Angeles.","page_number":40,"box":{"x":59,"y":558,"width":59,"height":12}},{"id":"99d73265-5ee6-485e-a5c2-84c940126c8d","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":"0426067c-5818-4243-9cbb-cc4e5b4ac345","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":"06aaf8c1-b1e4-4bfb-aac5-fa4bdf17e4c0","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":"75042324-48bc-4ef3-a3c6-1b3fcdbb58f7","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":"6932d12d-045d-4af0-91bd-238611fb2871","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":"e73037dc-1aee-44ce-bff7-1a8bc39c58aa","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":"3eb4a63c-2696-4f08-aa63-6c2183b6fd7a","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":"06847ff1-6c5b-45a5-b225-ca294eb17026","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":"413ce0a1-7f40-4d4e-9952-65b56e332c8c","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":"953f9401-79d8-4241-83a1-d69e97b1149f","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":"447df955-2c76-49bf-8593-47bbc6177f1c","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":"03a66187-68b2-4917-9966-120ade7c1b22","block_type":"box","text":"John E. 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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":"180d8e1b-ad90-4e43-99c7-292212ae0015","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":"36654427-7230-424e-b03a-d9ecc6e49078","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":"bb2edb37-d5cc-4d68-90ad-e5d00987ffc8","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":"4c418c1e-c037-41d8-a10c-9d0892878c89","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":"e4d2f158-0878-47b9-9fd8-f74970d421e7","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":"558d87a1-9e71-4167-bc88-bf49d99e2f76","block_type":"box","text":"27","page_number":40,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"6795dc03-50af-4c85-977e-19ec8117d4ba","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":"91e3cd10-6c29-485e-b9b8-c5af2ed15c1e","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":"92d78050-9b5e-414e-9b08-67f0f6a1a55f","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":"0493545f-3e9a-4758-80fa-05fcd7a31b5e","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":"f342d577-e188-44ac-b087-8a1cf1f7d4df","block_type":"box","text":"of Chicago Booth School of Business.","page_number":41,"box":{"x":59,"y":127,"width":260,"height":12}},{"id":"71ff56a6-db68-46e8-bb5b-65deb53bdfd4","block_type":"box","text":"Madhav V. 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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":"7e21734d-7df9-460d-8a97-02935b328a04","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":"c23721f5-35d8-4de1-8fd3-6b082e8a352b","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":"4efef6f0-e47c-49b2-8ef7-90415a3c8257","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":"ba20c12f-fe71-4b59-97f4-7a05176a198c","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":"11f018e7-f8a6-49c6-ade2-4e1fa6b915bb","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":"e2743d23-663e-4fa0-917e-8697c83cbe50","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":"fb00bccd-c8c8-4583-aed4-762db89843bf","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":"26a5431d-325d-4813-b7fd-72fde6f67824","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":"272c82ab-eea9-40ad-bdd2-c40af22f163d","block_type":"box","text":"University.","page_number":41,"box":{"x":60,"y":381,"width":70,"height":12}},{"id":"cc6539af-d21a-4497-9b27-5c6254025674","block_type":"box","text":"Board – Leadership Structure and Oversight Responsibilities","page_number":41,"box":{"x":60,"y":407,"width":416,"height":12}},{"id":"456a061f-40c6-445f-aea4-5bebc56d301f","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":"7f32b77f-da75-482f-9407-3bb9651cf8de","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":"a12a1bcf-50a3-46d4-8194-4b7663fa0f45","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":"7fba0d37-9508-45a9-8b0d-77f70b5f141f","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":"9efc7df5-6d71-4a30-a719-582f581b60fd","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":"781d6f59-0971-4aba-a24e-29aee413f2f9","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":"26b785da-4bbe-4b95-a0a7-05d6677531d1","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":"6b8fdbae-767b-4342-88db-ddebeb24be8f","block_type":"box","text":"providers to the Trust.","page_number":41,"box":{"x":59,"y":539,"width":153,"height":12}},{"id":"c0c30632-9411-4909-908e-3effe24c02a2","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":"6fabefda-5833-4a40-839c-feb6e8de5400","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":"3f1df236-3e75-4b3c-9230-7efd8bdbbdea","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":"c1ed2259-9ad1-4573-b94f-e042cba68efd","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":"4c4fca0b-4947-4564-9873-ec444078fd0c","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":"bf1872df-5f95-4d2b-b940-22ac27526bf9","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":"c74e83eb-9b2f-42ad-a06c-8e3a075c5d5b","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":"29be2748-2d77-4af5-bbac-fd35004f3daf","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":"31eb6d9c-e84e-4eef-83f5-c0a77fe80ea5","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":"9d1020b6-8318-46ec-a709-3f953f744a90","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":"b4cfefed-ccde-4577-9c63-b01e27e8ed90","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":"4487bdfb-34a4-496b-a76a-794ae40cf01f","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":"9aed35c6-6a8f-414b-9db1-7710968b1216","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":"dd0b2c91-28c8-4e36-9660-15ae8801c318","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":"7768ac8c-fded-4bef-809c-e604a8319f77","block_type":"box","text":"enhance effective oversight.","page_number":41,"box":{"x":59,"y":777,"width":194,"height":13}},{"id":"b5c2d0eb-a93e-47b8-9829-e08b1ee43310","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":"34e8ed82-e8d3-4542-8afa-1392fba0ef7c","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":"0e0f8eae-ee8c-42ab-96b2-31ba2a53bcfc","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":"79fa7912-b09a-4bfa-aef6-846ff81a4525","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":"13bb2505-5e09-4ccf-ac89-a5ed39989fbb","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":"b3d1dd59-9b69-47b5-abe2-2d2906190824","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":"6c1cbe38-dc2c-45dd-a33d-8018ae947dbd","block_type":"box","text":"28","page_number":41,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"ac557b3e-4e8f-4bab-aff4-44e63e852416","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":"6f7d8043-5d7f-45c6-8767-a4cd4665a7b4","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":"f7efa9f8-8157-42c1-917f-814ed8f2dae6","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":"08a5c357-72e6-4a85-8978-850eb4e08e4a","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":"1b9bbb99-4c96-4f53-9515-6afe066bcd5c","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":"b9ec2046-d998-4deb-b05a-d3d4463824b2","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":"0fd083ee-80d2-4fa6-b5b1-f6fa2e29a4f3","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":"834417b8-cdea-4703-b29f-16036f625dab","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":"e0373601-6976-4657-b876-9ba37806be51","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":"4fd823c7-cafb-4641-bc00-b9d4f2d0f452","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":"c52c3358-19fe-48cc-9906-44bb7cbd75fd","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":"1dc8d444-22d8-4f32-b68b-172db8c9bab9","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":"8bdcc50a-81b5-469d-9680-15e75b597b84","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":"478f9ac7-b366-4f5e-af78-79b9ae8fa0c9","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":"c310d11c-5140-4ed9-9176-a759a940321b","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":"7fb12706-9856-4cc6-b381-237dd5384f4d","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":"8e59a100-3ef1-4309-bc43-352fd2149ac5","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":"cf416080-b64b-470f-9cb8-52dc0ad14955","block_type":"box","text":"Committees of the Board of Trustees.","page_number":42,"box":{"x":59,"y":335,"width":268,"height":10}},{"id":"58a38da2-999f-45a7-a01e-750c4ad0e197","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":"b27a4d77-60b7-4618-872c-f7b264f15f47","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":"2e5684cc-1f90-4824-8efa-4e33f32fe33c","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":"7d41c4a4-2554-4786-9b37-e3f1d5da5b69","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":"133eb0d8-a073-4c00-86fd-7be2eae79386","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":"bffc155c-4d35-4bc8-9847-3195d24c86e1","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":"6c42cbb7-8f30-475d-92e5-1ac8fbb44ab6","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":"23876b2e-0e4f-4ffe-bfc4-113c5254b201","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":"ce66b5d0-511b-483a-9df8-d8c111d92bc2","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":"b930479b-18e0-4a73-a863-37069c0da5ad","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":"b176a843-1307-49d3-bc42-14d08bc7e8ef","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":"19967d53-eefe-4b37-baf5-fe655fdc1ac2","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":"7ef4eda7-730b-4157-9f11-8ff82760ec49","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":"0c33c094-c651-489b-baf3-d8f8e3dcd518","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":"bb531887-7bee-4eb1-9d07-b40dfd4d87a9","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":"ab1a4d82-93fe-4fc4-9e64-6c6bdfc2b0ae","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":"711a0ef3-2df4-481c-8dae-551e4574b09b","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":"9c50e894-e8a9-4d14-bf46-aa07e951ad57","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":"46f929c7-3647-40cd-975b-4fd56cf2fbc6","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":"46c16f63-f3e6-40de-938d-de13c29cbe45","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":"2a291e11-7dd7-4a81-9603-cc90a3cee1ad","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":"cca58030-bac3-4b80-bff3-62cd68203ff4","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":"c4cb65b5-4220-4b23-ae89-7c7096a089ff","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":"566aece3-3996-42bc-977b-0114f358cfae","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":"69af7e2d-5dd2-48cd-8f0e-2752e6e6ceff","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":"a1e29006-3c29-4978-a51a-5bc2615c814b","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":"17f247ce-e2ad-4777-baaf-503d6472c951","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":"295d2336-e795-4ab0-b53e-05657b8ef051","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":"ec404742-04ae-49bd-aa9b-b80fcd1b2481","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":"0de58f4f-cfd1-45fe-a6b4-214afddf77b5","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":"068837a2-0be0-45dd-859b-7b656bea7d4b","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":"cc7bcf41-095c-4703-add1-2a046a96b2c8","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":"3a8c889a-78de-480c-9418-b9399d0d6de8","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":"dbcb9606-503c-4ed3-b73a-afb7324a5c5e","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":"2d7110f2-2b97-4f42-be9b-75f262a6a818","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":"d1133cd1-21e1-4089-be84-2d2f64d573ec","block_type":"box","text":"29","page_number":42,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"b5fe24ef-c77d-4d1e-b917-6e5f1f15f1bd","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":"cfc9427a-a50d-47e4-bfcd-f1e0a7268ad3","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":"a5efff1a-5b2b-46e0-bfe4-3fe95d84e849","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":"55c8776e-b1b3-45d4-aece-a336a49723ea","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":"1f878ffe-b1d5-4aa9-84e1-ffdb8d41d9e5","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":"e23444f2-4ea5-4c33-9888-06f5551413e5","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":"9bf620aa-9896-4f89-a631-a788a4f7216a","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":"acc4e6c3-f40c-44ed-b721-799164c980d6","block_type":"box","text":"ended October 31, 2025.","page_number":43,"box":{"x":59,"y":172,"width":171,"height":12}},{"id":"a9c724f1-efd8-417e-a9a2-2e23a98e01f4","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":"550f0f90-96e9-4e3d-a682-745b179fb6ed","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":"f026abf0-1e85-4071-b3fb-d0bf2cc73ea1","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":"96d4048d-d672-4363-b057-8990be84edc5","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":"25cd612c-7a95-492e-8dc7-4d3f96cdb9cb","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":"26c3ad7f-19c3-49eb-9a0b-1e97f0091f4b","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":"c5fe5646-8715-4361-ac64-1b31e5afecfb","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":"2be36b75-366b-4ceb-815c-f21cc362577e","block_type":"box","text":"October 31, 2025.","page_number":43,"box":{"x":59,"y":305,"width":123,"height":11}},{"id":"938c6702-73e6-4c33-a4ce-0075e9aeef07","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":"e6b6390c-d6f6-4ce1-bd2d-147df7804ee8","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":"08030341-7bec-469f-99b5-748844b24d0b","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":"bd9bdfad-b81f-4871-9a83-e12ca1621e70","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":"36e7f56c-59fb-4c25-99ab-b77f58441ef0","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":"7680ccbe-ac15-4195-b052-844c6b4913a5","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":"2d1b7167-0211-4931-8063-42c483ac2fe8","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":"24a299aa-1559-4856-90f3-b1086e55a4f2","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":"afac11a8-5c52-4ecc-be60-506acc80f956","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":"f3455925-3333-4965-8398-49471544c800","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":"296091b6-c8a9-4c7e-99c6-4661d7b02be0","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":"91bd9951-c382-47dc-97bf-5f56095fd83f","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":"80829046-43ee-4b61-8ff4-db8019b0a34d","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":"36b18601-1bd4-432f-b13b-958f18456993","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":"3f336b8a-9c64-4700-a927-928460eb3fcf","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":"5345316a-2a51-446b-9e86-e8c374f48f56","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":"dfc56679-da71-41aa-9c24-b281faab45f0","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":"193cf86b-d3d0-4e8b-b2df-916b19fa4d24","block_type":"box","text":"date indicated above:","page_number":43,"box":{"x":59,"y":622,"width":148,"height":10}},{"id":"b848369a-1a5b-402b-b4e5-082550d8ae8c","block_type":"box","text":"Name Fund","page_number":43,"box":{"x":116,"y":712,"width":302,"height":8}},{"id":"11854979-e63d-4de5-a3a6-1005ac0e5cee","block_type":"box","text":"Dollar Range of Equity","page_number":43,"box":{"x":618,"y":702,"width":128,"height":10}},{"id":"27ebf936-1f55-4d9b-90dd-4a534d44cccd","block_type":"box","text":"Securities in Named Fund","page_number":43,"box":{"x":608,"y":712,"width":147,"height":8}},{"id":"7a14dc3a-58e7-4243-830c-74be3cda95cc","block_type":"box","text":"Aggregate Dollar Range","page_number":43,"box":{"x":791,"y":652,"width":139,"height":10}},{"id":"4f558654-742a-4df4-9172-6677cd6e1135","block_type":"box","text":"of Equity Securities in all","page_number":43,"box":{"x":790,"y":662,"width":141,"height":10}},{"id":"51b72e3c-5e77-4884-8f34-531677628cdb","block_type":"box","text":"Registered Investment","page_number":43,"box":{"x":797,"y":672,"width":128,"height":10}},{"id":"1cebe462-9947-43d8-bdf6-63f7de8c0bf4","block_type":"box","text":"Companies Overseen by","page_number":43,"box":{"x":791,"y":682,"width":139,"height":10}},{"id":"8cd30041-2c08-4fcf-bbb3-6d6f48fc7ad3","block_type":"box","text":"Trustee","page_number":43,"box":{"x":839,"y":693,"width":43,"height":7}},{"id":"63931c79-9706-40c1-ac2c-b92e83b1efba","block_type":"box","text":"in Family of","page_number":43,"box":{"x":828,"y":702,"width":67,"height":10}},{"id":"52feba05-4f59-41d6-86b0-ff9791c40797","block_type":"box","text":"Investment Companies","page_number":43,"box":{"x":795,"y":713,"width":132,"height":9}},{"id":"3603f0ec-f697-4902-924f-8e19ed459545","block_type":"box","text":"Robert S. Kapito None None None","page_number":43,"box":{"x":60,"y":734,"width":759,"height":13}},{"id":"3fd90103-44be-4395-8634-77b484c0da9e","block_type":"box","text":"Stephen Cohen None None None","page_number":43,"box":{"x":59,"y":775,"width":760,"height":12}},{"id":"55d527b5-93e4-457b-bb63-89a2575c836f","block_type":"box","text":"John E. Kerrigan iShares Core MSCI Emerging Markets ETF $1-$10,000 Over $100,000","page_number":43,"box":{"x":58,"y":815,"width":827,"height":12}},{"id":"5f49cd93-11f0-429d-bb8f-c754e36b2cfb","block_type":"box","text":"iShares Core S&P 500 ETF Over $100,000","page_number":43,"box":{"x":229,"y":835,"width":476,"height":11}},{"id":"59a51711-d85d-44ee-8d3b-557e4ddee61d","block_type":"box","text":"iShares ESG Aware MSCI EAFE ETF $10,001-$50,000","page_number":43,"box":{"x":229,"y":855,"width":493,"height":12}},{"id":"421ca998-8849-4a1c-ae87-63aac53fc23f","block_type":"box","text":"iShares ESG Aware MSCI EM ETF $1-$10,000","page_number":43,"box":{"x":229,"y":875,"width":452,"height":12}},{"id":"6d0d63ec-0cf1-499b-94c3-7e813224fdd4","block_type":"box","text":"30","page_number":43,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"151bc6ac-8536-4ada-b971-f3278e2ca067","block_type":"box","text":"Name Fund","page_number":44,"box":{"x":116,"y":128,"width":302,"height":8}},{"id":"1914a929-65b5-4870-a453-39a668f44d80","block_type":"box","text":"Dollar Range of Equity","page_number":44,"box":{"x":618,"y":118,"width":128,"height":10}},{"id":"91932e9f-4584-43f4-9fd5-2450b578503b","block_type":"box","text":"Securities in Named Fund","page_number":44,"box":{"x":608,"y":128,"width":147,"height":8}},{"id":"6c972bf7-461a-4f02-9009-59955df1d55e","block_type":"box","text":"Aggregate Dollar Range","page_number":44,"box":{"x":791,"y":67,"width":139,"height":10}},{"id":"93cb392d-6fc3-4116-b139-f78b418cb036","block_type":"box","text":"of Equity Securities in all","page_number":44,"box":{"x":790,"y":77,"width":141,"height":10}},{"id":"02c2cf36-3ab6-4a19-ba34-052983b39f10","block_type":"box","text":"Registered Investment","page_number":44,"box":{"x":797,"y":87,"width":128,"height":10}},{"id":"03ebae26-6aff-4168-8080-2abf776dca5b","block_type":"box","text":"Companies Overseen by","page_number":44,"box":{"x":791,"y":97,"width":139,"height":10}},{"id":"aa2579da-3848-432d-8f47-32348aba0895","block_type":"box","text":"Trustee","page_number":44,"box":{"x":839,"y":108,"width":43,"height":7}},{"id":"a2e12b74-d0f8-4c45-8f75-37c00bd5a348","block_type":"box","text":"in Family of","page_number":44,"box":{"x":828,"y":118,"width":67,"height":10}},{"id":"98ca6b82-aa54-47a0-a935-c8d0e5b6436b","block_type":"box","text":"Investment Companies","page_number":44,"box":{"x":795,"y":128,"width":132,"height":10}},{"id":"ec78ac20-7b12-42d3-880d-d9a745becf98","block_type":"box","text":"iShares ESG Aware MSCI USA ETF $10,001-$50,000","page_number":44,"box":{"x":229,"y":150,"width":493,"height":11}},{"id":"8bf55b92-c2c0-40f8-bc38-df121ff00806","block_type":"box","text":"iShares ESG Aware MSCI USA Small-Cap ETF $10,001-$50,000","page_number":44,"box":{"x":229,"y":170,"width":493,"height":12}},{"id":"16531903-20d1-4e3a-b81e-be1abda02a8d","block_type":"box","text":"iShares ESG MSCI KLD 400 ETF $10,001-$50,000","page_number":44,"box":{"x":229,"y":190,"width":493,"height":11}},{"id":"5f545a97-22c2-4038-bd7b-d408820ddfde","block_type":"box","text":"iShares Future Exponential Technologies ETF Over $100,000","page_number":44,"box":{"x":229,"y":210,"width":476,"height":13}},{"id":"2c6d74e7-82a7-4fee-87fb-2389846e1593","block_type":"box","text":"iShares Genomics Immunology and Healthcare","page_number":44,"box":{"x":229,"y":230,"width":329,"height":13}},{"id":"db977e34-7387-44a5-9f10-5b995edec8dc","block_type":"box","text":"ETF","page_number":44,"box":{"x":246,"y":246,"width":24,"height":9}},{"id":"9371d15a-798f-49a6-935f-07276c32f759","block_type":"box","text":"Over $100,000","page_number":44,"box":{"x":604,"y":230,"width":101,"height":12}},{"id":"afad85cf-bd20-4096-bb94-aae784decd74","block_type":"box","text":"iShares Global Clean Energy ETF $50,001-$100,000","page_number":44,"box":{"x":229,"y":266,"width":502,"height":12}},{"id":"647b9ad0-5660-4d30-8aea-8004ad9074ff","block_type":"box","text":"iShares MSCI ACWI ex U.S. ETF Over $100,000","page_number":44,"box":{"x":229,"y":286,"width":476,"height":11}},{"id":"70ac9b3b-39fb-4c29-9528-b8993ba6ba17","block_type":"box","text":"iShares MSCI EAFE Growth ETF $10,001-$50,000","page_number":44,"box":{"x":229,"y":306,"width":493,"height":11}},{"id":"d83baede-d762-438d-9102-30db939c0d24","block_type":"box","text":"iShares MSCI EAFE Value ETF Over $100,000","page_number":44,"box":{"x":229,"y":326,"width":476,"height":11}},{"id":"c4d99a90-8582-4fdd-a4ec-db57cc37b6bf","block_type":"box","text":"iShares MSCI Emerging Markets ex China ETF $10,001-$50,000","page_number":44,"box":{"x":229,"y":346,"width":493,"height":13}},{"id":"a2beb067-f578-43a2-a278-f556f771c5c3","block_type":"box","text":"iShares MSCI USA Equal Weighted ETF Over $100,000","page_number":44,"box":{"x":229,"y":366,"width":476,"height":13}},{"id":"b52aa0c3-42ec-4ca6-826e-8938da91a956","block_type":"box","text":"iShares ESG Optimized MSCI USA ETF $10,001-$50,000","page_number":44,"box":{"x":229,"y":387,"width":493,"height":12}},{"id":"034ce4b4-5c98-459e-94f6-6d3f511c6d2a","block_type":"box","text":"iShares MSCI USA Quality Factor ETF $10,001-$50,000","page_number":44,"box":{"x":229,"y":407,"width":493,"height":12}},{"id":"bec4c891-b409-49e2-9bf4-e1bd7207a049","block_type":"box","text":"iShares S&P 500 Growth ETF $50,001-$100,000","page_number":44,"box":{"x":229,"y":427,"width":502,"height":11}},{"id":"86cd526b-b2dd-4ee1-88ea-7850cf27b53a","block_type":"box","text":"iShares S&P 500 Value ETF Over $100,000","page_number":44,"box":{"x":229,"y":447,"width":476,"height":11}},{"id":"0548fbb1-5559-4e48-8dc2-bace73ee23f2","block_type":"box","text":"iShares U.S. Infrastructure ETF $1-$10,000","page_number":44,"box":{"x":229,"y":467,"width":452,"height":12}},{"id":"f66dc4cc-9fe1-4e3e-aa64-73f153fbcab1","block_type":"box","text":"iShares U.S. Technology ETF $10,001-$50,000","page_number":44,"box":{"x":229,"y":487,"width":493,"height":13}},{"id":"e33e9ed8-cca1-4517-b50a-5c65b4af732e","block_type":"box","text":"Jane D. Carlin iShares Core MSCI EAFE ETF $50,001-$100,000 Over $100,000","page_number":44,"box":{"x":58,"y":528,"width":827,"height":11}},{"id":"003e9f2f-4c93-48e3-9356-a3f12bc0e0ff","block_type":"box","text":"iShares Core MSCI Emerging Markets ETF $10,001-$50,000","page_number":44,"box":{"x":229,"y":548,"width":493,"height":12}},{"id":"d5767fdd-7384-4220-80b5-cba8e53478d3","block_type":"box","text":"iShares Core S&P 500 ETF $50,001-$100,000","page_number":44,"box":{"x":229,"y":568,"width":502,"height":11}},{"id":"3dd919bb-7eec-412f-af46-0d2f6c243472","block_type":"box","text":"iShares Core S&P Mid-Cap ETF $50,001-$100,000","page_number":44,"box":{"x":229,"y":588,"width":502,"height":13}},{"id":"bd5e3190-295f-4ba8-a74c-d2b9a4032634","block_type":"box","text":"iShares Core S&P Small-Cap ETF Over $100,000","page_number":44,"box":{"x":229,"y":608,"width":476,"height":13}},{"id":"681794c4-fc2f-4c67-a541-14f256334217","block_type":"box","text":"iShares MSCI ACWI ex U.S. ETF Over $100,000","page_number":44,"box":{"x":229,"y":628,"width":476,"height":12}},{"id":"68a05a19-f4dc-4873-8e7e-9336e3471459","block_type":"box","text":"iShares Select Dividend ETF $50,001-$100,000","page_number":44,"box":{"x":229,"y":649,"width":502,"height":11}},{"id":"b94d80f6-3e44-42cc-84fe-034f629a16fd","block_type":"box","text":"Richard L. 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These are considerations of which investors in a Fund should be aware, and which may cause conflicts","page_number":48,"box":{"x":60,"y":403,"width":871,"height":12}},{"id":"1ca151ef-171c-410b-922e-3ef43f72a91a","block_type":"box","text":"of interest that could disadvantage a Fund and its shareholders. 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BlackRock is also","page_number":48,"box":{"x":59,"y":505,"width":875,"height":12}},{"id":"22b443df-046c-4656-9889-e050b99d45cc","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":"641fe8fe-5d54-4b34-b95d-9d2e1dd649c8","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":"3bdbb28f-feed-4d9f-a745-f825f24994ea","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":"994a1a10-1ec8-4cb9-941d-604650e43211","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":"0863d7d9-08b0-475b-a1d4-839b48236306","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":"f6b93f70-dc08-4cda-8bf7-d7bc9359a879","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":"be6b412e-21ac-425d-8ada-d9fd9c4c38d7","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":"8a9a38c1-bc2c-40fa-86a2-22787e5c59d4","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":"3d424331-9e68-4da4-9142-5f55e47f0afa","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":"310897ca-6422-42c4-9277-0d45d58b4f34","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":"217238b1-b69f-4d24-a21b-e0d7b1440486","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":"efef52af-1752-4fcf-a8b7-18d4c45d86a8","block_type":"box","text":"such Fund based on the information received.","page_number":48,"box":{"x":59,"y":698,"width":320,"height":10}},{"id":"ca2636ab-7b39-4ee1-bf48-25ea7927d594","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":"6b8c611c-1c15-421e-be89-6bbc4d941ba3","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":"75ae220b-4522-4c47-b07d-361ff4874cad","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":"6e663c14-79dd-4024-947c-e1d63425ab09","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":"cb6b250d-a4cd-45e4-b8be-4115330ec679","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":"efb94db1-a679-4c20-a117-6953862ddc97","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":"d4673a68-9aae-47c8-ae7c-49aa08978460","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":"76fc6253-05d5-4173-86a4-a0d25213dc31","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":"0daeaae6-ccf0-4b31-aae7-7c1f2a33bd19","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":"4af435c3-59be-4d0a-9fc3-2b8c725cae92","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":"313cbf68-99f3-44cf-a843-ad9e5be932de","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":"6ae2854c-a66e-467e-9871-82c535c98cb4","block_type":"box","text":"35","page_number":48,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"34f96add-ccf2-4d62-9576-594614a62432","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":"d3d861a7-2a92-4964-8051-2969d7b4c7df","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":"9deec542-2048-4e2f-b602-ddbc0b653ca0","block_type":"box","text":"so.","page_number":49,"box":{"x":59,"y":100,"width":18,"height":7}},{"id":"de8e6817-5939-46e8-9928-ace303b30144","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":"86f103aa-0fab-4508-9824-494d2cddfbe0","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":"6be30fa1-a6d1-4854-a983-094dece206fe","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":"c2f1eac6-81c3-451c-bf54-a16287da726d","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":"464a9b50-0105-4ac4-b26a-8a402f6f656e","block_type":"box","text":"its other accounts or funds.","page_number":49,"box":{"x":60,"y":184,"width":191,"height":9}},{"id":"56e1f2ab-0cb3-402a-b50d-0a429134c668","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":"384d2af7-16d2-4233-82c2-039ecb6cb293","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":"f434af74-a088-44ea-a1c7-76e946e3cc5d","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":"4c37535c-6d85-4d08-9a05-d02f016f9dc0","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":"3b45c172-d3a8-421d-86a9-1e4a30b9a8f5","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":"0c86b544-0444-4f8b-8e2b-8560d1762295","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":"f5f3ea6e-8d2a-4f5e-830c-5661b6037a0f","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":"bb6a9950-a0d7-4501-9702-fb3863d15356","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":"48006b68-19c0-466a-901c-52ca4df41ab6","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":"402fd6b1-ca62-4c60-9c73-1f149d81fa00","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":"ccb4eafc-2b97-4dee-afb9-8a007c17e217","block_type":"box","text":"behalf of the Funds.","page_number":49,"box":{"x":60,"y":361,"width":137,"height":10}},{"id":"73a24dbd-d322-47dd-a01b-1693a7530777","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":"509fec79-651a-4f97-9ee2-d4d444d23236","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":"61301215-5b66-47ce-9c47-85b99784fa6c","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":"85f8ced8-c6ad-4ac3-b90f-24b9f598e1dd","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":"1e910a16-73be-4986-b388-93169206e804","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":"4dcef40b-297e-404d-9bbf-0d0314f6c96e","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":"7f81195f-51db-4973-9d52-e6f276f337a0","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":"d2d01a0d-329b-4310-b65b-6cc524f1eb4d","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":"e949c4b6-eb15-420c-9d42-780d9d18d12c","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":"2485b32d-d98d-45c3-b9a2-74553d670ef0","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":"57dddbfc-aed0-4ee3-ac91-fdf8defc4f31","block_type":"box","text":"transactions.","page_number":49,"box":{"x":59,"y":551,"width":89,"height":9}},{"id":"78b4c73f-9087-490c-b352-83f047817927","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":"ec1ca30b-40f8-408c-908d-0db8ae17adb6","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":"b86b7e75-272d-4c4f-b564-1e3efd7a4f7f","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":"fcfbe052-c81a-43eb-b8a2-17f36ee03993","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":"bd4527b6-95a0-4051-a53a-75504a7a0043","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":"b1f30dd7-631a-44b3-94d7-357a64da28db","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":"c857b34f-beea-46cd-9b8e-7cdb178c142e","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":"e3767b27-a475-4771-827a-e65143265b09","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":"a682c65a-3c7e-45a4-a162-e5ff1775d7dd","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":"50609aef-abb6-448d-bd6b-5c9f24124086","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":"1f7fceed-701c-4bf7-9d46-ff2a1c4a4b6a","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":"2ccf1487-331d-469c-a9bf-d03bd7ae9049","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":"8600bff6-99ed-44e8-b038-d1ba0f4e90ac","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":"5bbd7d42-2f91-4d8f-b625-4778e69c8e60","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":"c34b855c-9bae-46a0-8fa7-35eaafefdbbd","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":"f548e946-be86-4bfb-8b2d-b7dfde41739c","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":"8b5d89a9-7a17-48c2-a84f-d0747a238f58","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":"4e273924-aa7a-42ab-a1ee-48dcaba534fe","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":"f35a5d62-183e-48ad-a0f1-daf2c6c07163","block_type":"box","text":"36","page_number":49,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"9eff7f2f-7037-4ea8-b65e-fea777487084","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":"bc411092-5108-4f23-ab66-46e26be9b8cd","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":"e3dd5b9d-7dca-435d-849b-37f97e4d780e","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":"13a490b4-c772-4f52-aeb7-deebf407afe1","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":"72c253d9-7145-409d-ab09-365b5dd7c4b9","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":"59edfd6a-370f-4b20-a00f-ac5a20c81039","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":"dbbbd72a-a47e-4960-b78b-d21066d51a4d","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":"85a0cd52-6bd5-429a-889f-bd99866c57c3","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":"efe893c4-14d3-4643-8ccc-2e76c69f567b","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":"eeae51ee-e938-4b95-801e-4c1981e6c63c","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":"111e7bc9-e2d1-4f4d-9d9f-0b240d4c765d","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":"e7558f1a-19e4-4edf-83c4-54552cea7327","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":"7195cc32-b39f-4723-bc30-2b5d1986e55f","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":"92d226d7-1442-4572-9b9d-d637100751fd","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":"51f009ed-30f0-418c-8f10-9aab994ea105","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":"2289ea22-a014-4ab4-b606-214d81a6c1cf","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":"e5df4775-e2b9-49ee-9365-b6cc9bdd5cb3","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":"8c972781-ab6f-4601-9547-892d1831f371","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":"2d607baf-c6f6-43b4-abe0-b2a95f818af8","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":"e37fbae1-792a-4765-9294-c786cc62251e","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":"c4fe555f-f80f-4863-915b-b61d65de404c","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":"5fbf1529-9e29-4fa0-9487-0d4c9ffa73c0","block_type":"box","text":"BlackRock.","page_number":50,"box":{"x":60,"y":407,"width":73,"height":9}},{"id":"8fb63685-cfb6-48b8-bab4-0f2fb5b9023f","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":"9b632703-ad55-4cd2-b29c-aee52abbaa0b","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":"eb023727-ee12-4785-926d-55ab6d8b8e81","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":"b34493cd-ccfb-4b36-9075-38a606c268ab","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":"198a5335-9a65-4fe4-867a-954c965a2c0b","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":"6ca7ed2c-3255-43d9-b21b-e22977e095c1","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":"7945bb9c-a2d3-4ff8-bce1-681265b03ce2","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":"1b79c1ef-a747-4366-ac4c-187c4809de2e","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":"66f55986-73d7-48ae-a26a-b9ed5303849c","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":"c4db886a-4524-4d5e-ab4e-68a5e681ea91","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":"634d1d9e-bc0c-401d-875e-c361c954a7cc","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":"846450d9-1cce-4b0c-9d2c-359ad7078e64","block_type":"box","text":"BlackRock on an arms-length basis.","page_number":50,"box":{"x":60,"y":600,"width":247,"height":12}},{"id":"7d3eadec-7e73-4115-94a3-5d2a0b7c1676","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":"b005bbde-fab2-464f-b385-4d17d41e6783","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":"47ccc280-13e7-4daf-809e-89585578414d","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":"77969c15-0a18-4e1b-93b6-59cac4a38d27","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":"92d93a43-8642-4309-b837-e18499bec20d","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":"83a03685-9a5c-465f-a185-24f432d2c572","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":"53829590-4ad7-496a-8279-93e6d66a3828","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":"c2b9f81c-6e23-4877-aea8-b6dacaa96f2c","block_type":"box","text":"commercial capacities for a Fund or BlackRock.","page_number":50,"box":{"x":59,"y":732,"width":330,"height":12}},{"id":"ae7d5248-ef2f-4b2b-93f6-5c757560c9f8","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":"0f6ebcba-7a7a-4a90-aa38-519aa1e30186","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":"dab38510-2a1c-4def-8ad8-763b65b39d40","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":"1f33fb14-83fb-45ec-9ab4-b3b925dd5f85","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":"f9588c72-a87e-4590-8258-57e5ae179b66","block_type":"box","text":"amounts.","page_number":50,"box":{"x":59,"y":820,"width":65,"height":8}},{"id":"d340fa03-675f-44eb-a098-a1dfef54ac37","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":"5dbb9208-4a93-48d9-9f40-7bb8aa8a2342","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":"8601109a-bf42-4c5d-891f-1e7e1b7450b8","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":"9a58d6f3-723a-44e3-9bb1-993a09a5a663","block_type":"box","text":"37","page_number":50,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"641e12eb-702f-431a-bd59-7f4b360eb6de","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":"7f9a1a0a-5ca7-43b8-97d5-434cab4705b5","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":"fb061347-1f93-4806-9ef5-67e2a4f4d85c","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":"689a352f-4614-4387-8653-697c8d2eb78a","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":"a61784b9-6f6e-4cb5-9f88-66808e672aec","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":"504080b3-8dd8-49de-b03d-7fb15766483d","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":"f53ffa6b-a577-4883-a7ea-af7840ee8b49","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":"38e072fd-ac28-472c-8aba-24021cd1b4d6","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":"9fb87e4e-bb89-491e-baa8-2c118004afa5","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":"fa2e050f-36a2-40a0-9012-15ed2db11878","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":"497b8dfc-bc86-4714-9ad6-02429d4264da","block_type":"box","text":"allocation.","page_number":51,"box":{"x":59,"y":229,"width":71,"height":10}},{"id":"69067642-609a-400a-80ac-fed51c9a6c1d","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":"3d337269-df97-42d0-a0fa-e013ea33f61a","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":"453bc95e-a318-464d-b450-e72dfe8b76a9","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":"dfac91e9-9e6e-47b8-88b5-5c084aa882ec","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":"304c45c2-bdde-4fb3-9554-96fc653eb3df","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":"33956dd3-fbfa-486b-a175-b17893c7f953","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":"33b16c93-2110-451d-8306-270fd7b5c2cd","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":"640a898a-3c96-4f21-95b4-e54a31fa136b","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":"cb769d19-b8ad-4b6a-9349-e3e7e6c27194","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":"37612c0b-5b7f-456f-824c-f1ff9ededdc3","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":"17472e0f-eed0-454f-98f2-2404cd9144c6","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":"f23e4ae2-fccd-4d46-894f-6949ab76c60a","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":"5b3876d1-790c-49e1-8146-8edb5d18662e","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":"6dbce3eb-cb1e-46b9-940a-fb0216421e7b","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":"4eb2a642-22c7-4d6d-a483-ada4b0e57fa6","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":"9740fd68-6311-4602-ad80-9a9e8899d76c","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":"98b76f0a-ebc8-48cf-aa6b-50b17df1c54a","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":"dc600736-c356-445f-afa8-c3938f439b43","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":"1cb60262-4647-4a49-975e-4a447b34ae11","block_type":"box","text":"(","page_number":51,"box":{"x":60,"y":550,"width":4,"height":13}},{"id":"c894f8ff-1e64-4fc3-bc83-b965a8b40882","block_type":"box","text":"i.e","page_number":51,"box":{"x":65,"y":551,"width":15,"height":9}},{"id":"d94246b0-e4a4-4929-9fbe-ddaacbb4d232","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":"e2fd5d04-c4fe-489f-a4bd-e8c3eaf0f6da","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":"d533b03a-4bd2-48ab-982b-73e5e3484023","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":"0ef6e33a-f1fd-45aa-a041-0dc8be6ab683","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":"1f932a84-0dec-428b-90c3-e5fcbf04d14d","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":"40097929-d2a0-490c-a102-72a14cee3346","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":"1425b863-15a2-4a00-8217-b70e739f7088","block_type":"box","text":"the firm.","page_number":51,"box":{"x":59,"y":641,"width":58,"height":10}},{"id":"4a594a6c-6103-4e66-86a5-5948f93be452","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":"1c384b5e-3155-40ae-905a-8b9a51aabb0a","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":"2a9628a8-48bf-4881-aa1e-2427bcc8b722","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":"340d3808-a3f8-4056-a3eb-7650c8a03687","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":"bed21c89-99fc-4fca-b318-3716ce7facca","block_type":"box","text":"required, or in cases involving client direction.","page_number":51,"box":{"x":60,"y":728,"width":318,"height":12}},{"id":"be92d505-12ed-4ece-ac68-ea897a1e47da","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":"9f2c369b-0935-4eef-a182-428854a95d8a","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":"e51d6e12-44d1-4667-bd2c-c83ab7528dc5","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":"68221a5c-dc9e-4265-9d01-c555ef5918ea","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":"822c7d4f-dd47-4b1d-83f1-387a5993c59b","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":"e5787e58-1e4f-4fa5-8048-4765a332fe50","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":"fccb3135-8be1-4e80-8f92-52e969bbdf38","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":"05b9d845-6cca-419f-9f50-749e7a8d2f37","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":"7ad07cde-46f1-423d-9b35-dd9b969a4540","block_type":"box","text":"38","page_number":51,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"bfe02308-511e-4aaa-8592-0d387ee83a33","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":"0077cc0b-603d-41e9-aed6-f4c3bd885124","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":"cb942260-272c-465c-b8f9-eca9f3f664d1","block_type":"box","text":"BlackRock.","page_number":52,"box":{"x":60,"y":97,"width":73,"height":10}},{"id":"7a5dc519-f87f-45c1-9dd6-046d001cebe7","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":"865bb780-c6f4-40d9-a97b-e4eb7d9ebed7","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":"977b0a6e-87bf-4e8d-bf5d-3f0ae27a09bd","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":"f92bd13e-9dcf-4327-b265-9408c9aa5187","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":"c85dd4ae-0617-4d88-b93e-37f3f99345d5","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":"45aaa250-9b82-4185-bb8c-31efd3e9e384","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":"28c06115-db88-4f3f-a03f-c43f8fd8aec8","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":"ae9ef186-4692-49fd-b385-75b8809c3893","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":"83fe892c-105f-4fbf-a449-4f0289b8c5a3","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":"3d8f357a-b46c-43a8-8398-58faad30be3d","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":"339c18eb-7d05-422c-8af9-10db3e3b60f7","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":"33365ada-e24b-4294-ab70-9d7acb5ce8c7","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":"2cdfe4f1-ea32-4484-90ee-3b1fd5c73dfe","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":"b54da98f-b1a0-4490-9302-542fcafb9e19","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":"ea9f7748-a1f1-49ba-a235-da7c7c4eeb7a","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":"2bc593e6-441f-4102-9803-ce9c5ccc1f45","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":"3f4c6acf-c8a6-4a5e-8bd1-bba587b4225b","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":"8b571e3b-a908-433c-9cb7-c9094751fac4","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":"c580ef14-266f-4def-a533-404e47478a03","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":"14ebb1d6-27ca-40ec-adff-1cb23b08ed19","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":"612cd996-8aba-4939-b073-a5edaad3ed9d","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":"7c5fac5c-ba5c-425f-ab14-f5dea87d7195","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":"dc194ea9-caea-4975-a69f-a5fc3ea1cd0f","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":"04fffd70-457b-4fbf-ae42-a895051e157e","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":"7dd46406-1b36-4244-a2cb-32caa5afbaab","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":"a57f99d0-3f4f-43cb-8857-2d220b1d3ecb","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":"50f3c000-5e40-4e4b-9848-9df22741c12b","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":"d0a4b891-89cc-4cee-b2f8-cb3fe58533c2","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":"3f628371-167f-43dc-b691-aae5db3291fa","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":"8e216d48-3080-4ee1-a0fd-87fe1de585f2","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":"7da743f7-7b49-442e-95fd-c60534f8249a","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":"4bc41a09-ecc0-486a-a0f6-3c967456b7bf","block_type":"box","text":"transactions.","page_number":52,"box":{"x":59,"y":627,"width":89,"height":9}},{"id":"939c6056-d054-41b0-a896-113204a423b2","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":"0ef86cf6-8962-4ec3-ad16-97478e132f68","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":"c7fa210f-7170-4852-bbaa-723bc2347b38","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":"d763f6ff-0f53-478d-a77a-deea43c60508","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":"7b108fce-6048-45eb-9fd9-76e8b9216764","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":"fcdf0590-7369-475e-9c9d-a007096746b9","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":"6926a926-1e80-4606-b4f4-c543e5d4f65a","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":"6a05896a-2d65-4f15-8e23-05fda61e92d1","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":"0202122a-d009-4472-bbcc-0c6d8a45cfca","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":"7fcf6dc1-d2fb-4e49-91e4-be3213757fd2","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":"2801517e-96e2-4c70-8569-3d8e3fcc7db6","block_type":"box","text":"Policies.”","page_number":52,"box":{"x":60,"y":815,"width":60,"height":10}},{"id":"65add0f0-6b5a-4905-9a67-2381d1bbded1","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":"39af9417-4618-479a-b922-931b05a54422","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":"a4d70af5-0dfb-4d11-aadc-2144fbab87c8","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":"51381dae-e75c-48a8-ac5a-4056dc1b50db","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":"d058eaed-a774-4c40-9296-d396472acf23","block_type":"box","text":"Fund.","page_number":53,"box":{"x":60,"y":142,"width":37,"height":10}},{"id":"b9044bff-ed2f-4bc8-9c81-1250824e3689","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":"9fd4cf7d-b22f-43a3-89c8-a08d53ca7fd8","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":"f4a0577a-a97e-450d-a2e8-b6b75c423199","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":"61ff3d71-c13c-4e55-9e21-793d55b45656","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":"d03f876f-c5ec-4a0b-aed8-17cd875bca90","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":"99259dc5-f806-4919-9e73-f9bc031906ed","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":"14a89a85-c617-4d10-8c41-64c48e0b8a89","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":"6130aad9-6664-4f69-b463-b40f58b0b27b","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":"7c390325-859c-481d-ab73-9574d5a96145","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":"697f633f-ba82-4df7-b262-068fc80899bf","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":"0851f5f3-cda1-4c71-aebf-8116853f4df1","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":"4c7b32e8-e855-421c-b401-b8052ce76923","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":"46c7baf2-cf72-442a-9046-8fed8e061195","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":"78fc71c3-dd62-42fc-a161-ce5ec87dccd2","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":"aee55735-50bb-478e-b568-10602b81bfc7","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":"b8586119-b706-4a27-a41f-162c135fe3d9","block_type":"box","text":"products.","page_number":53,"box":{"x":59,"y":407,"width":65,"height":12}},{"id":"c48f9838-a25b-4307-9468-9b39e99c10ad","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":"1a600cf0-c484-493a-9726-fc548da54c3b","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":"20c334b3-8c84-40b8-95ac-ddf1e2a1c06c","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":"e1fc7482-b202-49b8-a634-4a43ccb65d34","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":"d3b66e6f-dd96-4858-a729-a4ecd6ab9569","block_type":"box","text":"provide services to the Fund.","page_number":53,"box":{"x":59,"y":494,"width":200,"height":12}},{"id":"627956e5-470a-44b1-94ab-f03372ba0711","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":"5ea5d141-384d-442c-8dcf-5b30a8b314d5","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":"8a543f58-e15a-40bd-b00a-b0a9c07103d2","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":"bd276e33-5508-48c7-88c1-59e65727b4f8","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":"3bf7d4f3-d324-4332-8a9c-a58a4750fa3d","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":"633b8fc3-e289-4165-b0c6-3358ad43c15c","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":"6acb7c8f-3b9f-47f8-995e-5f4451309d57","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":"e8687764-7aad-4d21-b554-951c8b6e7aef","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":"9c04928e-d6a0-4dba-98e2-45c62387051a","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":"94c481ef-cd8d-4820-aace-7f2abd76404e","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":"c810f4d6-7339-4d36-a174-b55a60c446e6","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":"002d2b81-9db4-4740-aa49-6dd387ddf6c8","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":"c37b5af8-9b2c-4533-9c39-90ed3cdfe78e","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":"e07908a2-0f5c-48ec-8f9a-3053ef5e5038","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":"6c75efba-4ab7-4172-bf55-5de9942dddae","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":"c06104be-6fe8-4888-b8ad-65676561e296","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":"b0d204a8-834c-4d2e-88ab-0154c49bcce1","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":"a07e7b15-86c0-4d21-9aeb-299e6742846f","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":"062cb5c4-9099-481f-9797-0845e48e7dce","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":"0bc8ceb8-7c03-4b99-a88c-74518c4135a8","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":"de9a16f2-b74d-4e20-b186-be7b11f580bf","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":"831d744f-a79d-415e-b8e3-a86302b2cb84","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":"d37139ef-107a-483d-b01e-e3fec6171138","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":"33297299-02f6-4afe-97af-c1cd00175964","block_type":"box","text":"40","page_number":53,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"6fdfd602-b976-47f3-9c32-3bf37b190a4f","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":"59e5f06c-aaaf-46ad-8710-21315ec3cfdc","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":"97810dca-c3f5-482d-a145-1e6ca2ec4ef8","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":"d78bcefb-7030-4c11-a2bb-fbae1366769c","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":"c8f9861f-d22c-4fed-abbc-7c5247665b37","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":"17d3b034-aa55-47b4-9955-300562f60d6c","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":"d59b42d5-2f22-4c63-b1eb-1a1a1884a32d","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":"e4be6949-984a-4660-9812-3ccfae79cbdb","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":"b7303305-f37f-4c01-b3d1-3dde09fabbd9","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":"60183529-3110-4897-b558-51d21c6f8ce3","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":"a026a556-0ad0-4ce0-bb62-e372dfa111c9","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":"4e9e5cf7-a0ab-466c-bb30-2cb1a8ecd8c0","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":"992752a8-3668-4044-9726-1a555b4720fe","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":"ebe0f08f-91cb-4c77-bf99-ef4c5fc43a13","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":"3d4f8c98-7fc1-488b-bae7-cc84b2a46cc7","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":"e0beba48-1e22-490c-8132-6e3a8831bc49","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":"05663725-ae42-495f-b394-ecee10dafaa0","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":"4667c376-07a0-4f99-91bb-0287b4305474","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":"97bef006-33d7-42c3-ae1d-536106c0a7a4","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":"de80cb60-375a-4df2-9faa-9ae8740ab064","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":"ab6c1538-a6d9-4394-9f81-344a73fbab36","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":"66837282-bdbd-413c-8c50-8099bced104e","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":"d2514466-2f48-4b2c-a8ca-5bc97e864979","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":"3cb7d48f-8d75-46f6-9d8b-608dc51ccf0b","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":"0a22b9f0-df3c-4a1e-988d-bcdd6f2f867d","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":"351587b8-c54d-4723-b9b6-49a8a48095a0","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":"febba7d3-2322-41d6-a70b-c248784779ca","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":"044ba140-e0ba-4d38-9752-1d3726e6b00e","block_type":"box","text":"company (","page_number":54,"box":{"x":59,"y":497,"width":74,"height":13}},{"id":"51dffd9d-3c8e-4f15-951e-fcfc418cdaea","block_type":"box","text":"e.g","page_number":54,"box":{"x":134,"y":501,"width":20,"height":9}},{"id":"91f8bb00-6dea-4b11-a685-f1b68fde7bb3","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":"9c6d1fa3-8ebd-4b61-bf58-6d222ecd22d7","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":"3abc1da7-702c-4248-92b5-ffa70d35115b","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":"3d393c12-7b18-4e4b-bb3e-df35dab06b27","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":"ea2a1686-8a5e-4ed3-96e9-2345d967d9fc","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":"8c0c4e44-27ec-4e3b-801a-8032b00c0420","block_type":"box","text":"or officers of the issuer.","page_number":54,"box":{"x":59,"y":573,"width":162,"height":10}},{"id":"2f5a42b8-b40a-4cf2-8c22-d6330bfd4c5f","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":"d0eef335-5075-409f-984d-8582d55cace6","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":"9b534ae6-13fa-4c30-bfbd-971321d37cde","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":"4a14b0d5-a461-4f63-b563-77ce1f6cc6e8","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":"b5cf3ee2-0458-44b0-8655-ce6d77c75c17","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":"0778cfd9-82e3-44cd-ba89-88a04ed63e24","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":"4a7c6e1c-9328-4164-88bd-ef855e08b5a3","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":"74ff9da0-a2e3-4285-b61a-56afa3712a66","block_type":"box","text":"obligation or other duty to do so.","page_number":54,"box":{"x":59,"y":705,"width":230,"height":13}},{"id":"cc65d44e-598a-46bc-a00a-e567f6700493","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":"6fd2e43a-e66a-4af1-b535-1c58e89c8496","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":"fc660aaa-5819-4a6c-84f9-634d2fcc1de4","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":"d7c16def-cfae-44f0-98df-2aad2be473bc","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":"f6ef718b-772f-4d7f-b26e-5c6e0f6d340e","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":"258dbc6b-8eb2-49fb-baad-10f1d5a22b72","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":"aa666546-5441-4d15-ba0b-ac008cd7115b","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":"eb97a263-73e3-4052-b27e-f125d5d1e4c9","block_type":"box","text":"information held by certain areas of BlackRock.","page_number":54,"box":{"x":60,"y":838,"width":327,"height":12}},{"id":"f227d49b-7108-42be-a807-95340932e907","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":"3ddfd21d-547b-4011-a691-fa11d08994a7","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":"b1faa1ff-83a4-4420-b609-a8d6e4a877cb","block_type":"box","text":"41","page_number":54,"box":{"x":490,"y":916,"width":14,"height":9}},{"id":"17a2dc0a-8904-4147-b507-19be74aa81b4","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":"cbed0ee0-385b-416a-96da-6a5d8baa94b4","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":"16c423e0-036d-4f94-8d6d-e36df30f056a","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":"313fca8c-54c5-4a54-988c-2d23b8497a0b","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":"f7140b69-0d17-44f6-a1f3-69d254d50005","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":"0bf1210e-da83-4933-bc92-5701f038e1ca","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":"39b3e894-e040-406b-b800-a5030fcd7565","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":"2b2735d7-3fea-47e2-acec-0563f468ebd4","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":"b7a252fc-ea99-480c-bfdb-353b9a9fa991","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":"848f5a33-6a14-43c1-8b18-e9359f22ae65","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":"a9d5a1a8-b234-4b08-9bfb-583c3adebae6","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":"1d192a43-bc48-4733-b0c2-f4cefc863c7f","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":"c692deb2-2a16-4dae-948a-35584992fd2c","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":"aeef3b19-83e7-4676-aae3-5592f52d86ba","block_type":"box","text":"e.g","page_number":55,"box":{"x":872,"y":262,"width":20,"height":10}},{"id":"338b4afa-4b39-49e3-9bdf-3a55b4ac6cdf","block_type":"box","text":".,","page_number":55,"box":{"x":893,"y":268,"width":6,"height":3}},{"id":"2ddc4408-ff24-448e-bdf5-c558203e3f0e","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":"f053b470-8c71-49b4-9808-22382add9451","block_type":"box","text":"ownership restrictions (","page_number":55,"box":{"x":59,"y":290,"width":165,"height":12}},{"id":"04922376-f21e-46e8-b961-4b54a951ff46","block_type":"box","text":"e.g","page_number":55,"box":{"x":226,"y":293,"width":20,"height":9}},{"id":"3d7084de-94be-4385-9d61-0010c29c018a","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":"cf228c47-8306-4e8f-9feb-1c4f95207384","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":"32bbda50-ac7f-494c-b561-0238ed52845b","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":"b174131a-4188-4d22-a391-62edcc919ea1","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":"d3597d56-08f4-4b25-a748-6969e36b8ca5","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":"c4128580-f532-4b8a-b980-7bebf6b0678d","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":"a12f3f0a-0de5-4fef-a72c-0e188b734c74","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":"a76478da-74a6-4931-b58a-49575846f7f0","block_type":"box","text":"e.g","page_number":55,"box":{"x":451,"y":383,"width":20,"height":10}},{"id":"5d4e8bbd-6f83-42f8-8f1a-e8096d45d24b","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":"9aa2a00b-cdd5-4425-94cf-11df60c699c7","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":"ba85056d-ad54-4fe4-8677-7f0133e83719","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":"076f7a53-7f8f-4f9f-8c21-797ae636f26a","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":"3a367b37-c7a2-4992-b8fa-80442df300b9","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":"f6cc4b46-e645-4da0-975a-592040b456c3","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":"470a2f6f-4213-42c8-b1d4-8abb63dae32c","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":"8768c7ef-45f4-4052-872f-c7a45ccde893","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":"4a3245c1-5719-4a62-9808-b98868d0e188","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":"e25fd16b-fcc0-4a17-a663-40ffe6866e56","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":"cefd6eca-10c2-4f2b-acee-7d2a108dd659","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":"91bec139-7806-4919-bcd8-063f350ec0e0","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":"b8b3d48f-85a6-467a-93f3-3421474b1063","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":"87f9e56d-055e-476c-8362-a49822897816","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":"e85505f4-39b6-4b0f-a32d-ba76cfe3d544","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":"048a1ce5-aed1-4d3a-9733-9c80c18aba55","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":"ebf31dfc-4c61-47a1-b487-61037f25cf65","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":"b5520240-e181-4438-9e98-126ab386a5ba","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":"f6f564c2-9431-4bd2-941e-61733c8b788b","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":"949e57f3-d979-4d2b-9a66-363f98f314c9","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":"a2caf284-a6f3-4644-8c1d-ba4ff73e4575","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":"12830246-0705-4fb2-a635-c5631b2e6398","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":"b02d958b-3016-4ede-8673-c5cfb87ffd1f","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":"884bc3e2-5642-4514-8667-81057f4a23a6","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":"a07c9f19-78a8-4c5d-abd9-498f189b9263","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":"c6e3fefa-6fd0-4d2b-82e1-bfe35deab5a6","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":"834d8bc0-b925-41ab-8cf4-efbf8528ce52","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":"7dbefd0e-be1a-4b71-9fdf-9e841d44145f","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":"336deee4-2a4c-49c0-a7ae-dfe6c3090cd7","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":"9d09366b-66af-4fac-af66-15d9d6fbb32f","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":"9cb75f4a-6b1e-42f3-8fb0-89b083ddcdbc","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":"e887ecdd-7940-42a2-aa0c-e70102ed8683","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":"fd2e0eab-9878-4293-98a6-d8ac459989fb","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":"9f6bf520-6c08-4334-a1d9-ab1831d58343","block_type":"box","text":"42","page_number":55,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"5d7d06ad-b23f-49a5-b6ed-7cd49fd65c4f","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":"5c11a8ce-0121-4a7d-8a2c-94dcd8b43af2","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":"1fb44f1a-fcc9-442b-87a6-1414852c1bf9","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":"9965ccbe-27d2-4f35-a5ea-994a9e33cfd4","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":"2b2cd9ad-fc49-4db9-84c8-81d8d6f0e183","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":"3530808b-f9ca-484f-9d5a-d5166825f313","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":"f31eed8a-cf2e-4a79-aa00-6161195f2c42","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":"9d27e54a-9df4-4ea2-9c03-31475f3605ac","block_type":"box","text":"to such security or asset.","page_number":56,"box":{"x":59,"y":195,"width":173,"height":12}},{"id":"8bc2ea1e-37b1-413f-8566-9b10267cb8e9","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":"49f53c0a-363b-4239-80e9-247cc796071f","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":"9184377c-27de-4486-be97-7a720db778ce","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":"169631f9-4bc0-4495-8a91-717d27930df5","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":"b256f38f-0f62-417b-b00f-39ae4cdb7033","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":"2de1c76a-4311-4950-b633-376b1aa3f36f","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":"6f438755-5aac-4d00-9b63-d3ed9a4436b1","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":"65395011-cabf-4b3d-8b0c-3e5ddee2fbd8","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":"25758670-dfec-427e-ad34-e620323cbc50","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":"f9ee078f-60ea-420c-81b6-ca6c5d9a4583","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":"032d7819-639b-4aab-96cf-887d52039fc7","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":"eb9bfdef-6560-4b0a-8a15-d431d880bfbc","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":"904e005f-4ff7-458d-8215-ef065c06b000","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":"c442c665-1ec4-43c1-9e3a-a40487fd6250","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":"1a1e5b3b-effa-469d-87fe-f7d9a9c21050","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":"021e51f2-972a-451e-8518-38009b6b10a5","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":"42917941-30a8-4081-88b4-c14321f34119","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":"4c891aca-493b-4854-bcc4-5d0b493a68f5","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":"c7859c3d-540a-405d-89c4-0e96e74fc447","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":"44eca256-f960-413a-bfec-6f9e6c1596a6","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":"8b1dbca0-77d3-41e3-b577-4bd4286d0da9","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":"06c3e8a1-f3a0-411a-9742-62ec25afaaf3","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":"13775e26-565d-42a4-a7ee-d7e8362043cc","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":"d6be7863-e3d4-410e-841b-62a1bc396181","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":"1b5551ef-2aba-4c75-b440-ebd19eb0ad93","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":"c6500114-7455-4f9f-8d4c-f3ef575b529d","block_type":"box","text":"e.g","page_number":56,"box":{"x":742,"y":633,"width":20,"height":9}},{"id":"40760506-9f5a-4295-8c78-3a5841882cfe","block_type":"box","text":"., custodians,","page_number":56,"box":{"x":763,"y":630,"width":90,"height":11}},{"id":"17f8f996-5132-4852-a9c8-067fa61560dd","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":"3bd396e9-7c8a-444e-83f0-e9f54b2ef82b","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":"0046d7e3-64fb-480b-b38e-d615c8bd3956","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":"6e6d0baf-03dd-45ce-9fcc-801370d9b513","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":"7db65c04-53e5-480c-97ad-3f41c3061e7b","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":"59347d6d-7711-4a3e-a6c9-5bf3c7683d71","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":"3f8c8cc3-83b2-4ec0-ade2-69c5d9ddb0ad","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":"94757517-4999-4975-a118-f5e9239a6690","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":"b93f6ae2-720e-4665-b42d-d703f7f86013","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":"85bc7601-5f7d-47ae-99ed-64c4d11d3e4b","block_type":"box","text":"different fee structures.","page_number":56,"box":{"x":59,"y":781,"width":161,"height":10}},{"id":"1b71734f-ca79-4f06-874d-fa7eddd06feb","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":"8ca89e86-a7e4-43f9-b5d9-6c785664d3e2","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":"de80e6f5-a46f-4a98-8915-1d86c49603f3","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":"cceeec20-22ff-4fa3-8132-8523e8749c95","block_type":"box","text":"client account over another.","page_number":56,"box":{"x":59,"y":853,"width":194,"height":9}},{"id":"c2314f97-4003-468f-8a44-cfc0c75b4035","block_type":"box","text":"43","page_number":56,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"502d2060-00a3-407e-b703-c26dafbb3748","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":"976aa9b2-8595-451b-b14d-0df432a94a41","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":"e8140377-b695-43e0-9442-c273284c78cf","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":"0636305c-5827-4d99-8077-a7610bcf6139","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":"4427bae9-4124-41a3-a12a-b8ba327ad520","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":"c61f9ca3-e151-459e-bf2a-b1d5d8b022c5","block_type":"box","text":"profitability of BlackRock.","page_number":57,"box":{"x":59,"y":142,"width":177,"height":13}},{"id":"7b7fe835-464a-4bc2-8aa3-3738fc114980","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":"31f8d36b-776c-4d4c-a7b8-b47039c78d44","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":"2006014f-728a-4bb1-83e0-5114959bd54c","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":"77efbc0e-b784-47b8-a628-244f009e4503","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":"9ec4cbce-0600-414c-8578-0ce94d0a56b9","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":"c73f91d2-13be-4b69-86d8-c6bdcd7cba91","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":"135991a0-8e53-41cd-aef3-8cc6ad2052e2","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":"1c7ab28a-360a-4e46-b273-3f2f113898ec","block_type":"box","text":"Investment Advisory, Administrative and","page_number":57,"box":{"x":62,"y":313,"width":676,"height":29}},{"id":"0a6fceca-5c14-4004-bd34-225cc5ac61bd","block_type":"box","text":"Distribution Services","page_number":57,"box":{"x":62,"y":343,"width":342,"height":23}},{"id":"17fe3842-a9c5-4815-bb99-165b0e0028f4","block_type":"box","text":"Investment Adviser.","page_number":57,"box":{"x":60,"y":384,"width":140,"height":10}},{"id":"5631ab42-5f95-4908-8485-423b43cbc9fb","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":"91d945d8-7a0c-4f5a-9ae0-b31697d96eca","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":"bd15992d-28c7-4b3f-b53e-34f811b2f3c4","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":"c8f65d0b-d275-4b81-9d4d-8002e2031a97","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":"bf765677-01af-41a0-b233-b96e7bbc58ed","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":"13e1d75b-26ec-4aeb-af17-835f2c7031d4","block_type":"box","text":"decisions for the Fund.","page_number":57,"box":{"x":59,"y":460,"width":158,"height":9}},{"id":"a340c3e8-762d-4498-ba8a-3bf3fc404a59","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":"f85aadf8-437c-400e-a982-e790a5cb4028","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":"7f0f85b7-c295-4d71-b795-346b4793a798","block_type":"box","text":"advisory or other services with respect to the Fund. In addition, BFA may delegate certain of its investment advisory functions","page_number":57,"box":{"x":59,"y":516,"width":878,"height":13}},{"id":"e267624d-6b2b-482c-a208-fa55edb7d8f7","block_type":"box","text":"under the investment advisory agreement to one or more of its affiliates to the extent permitted by applicable law. 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$24,786","page_number":58,"box":{"x":321,"y":224,"width":596,"height":11}},{"id":"145a8669-3882-43a7-99f4-32ee7b6ed042","block_type":"box","text":"1","page_number":58,"box":{"x":89,"y":263,"width":2,"height":4}},{"id":"80049684-84d9-4016-bccb-26287e9eb325","block_type":"box","text":"BFA has contractually agreed to waive a portion of its management fees in an amount equal to the Acquired Fund Fees and Expenses, if any,","page_number":58,"box":{"x":104,"y":264,"width":783,"height":10}},{"id":"667a4280-18b9-4e5a-b567-19b2331d46f3","block_type":"box","text":"attributable to investments by the Fund in other funds advised by BFA, or its affiliates, through February 28, 2031. The contractual waiver may be","page_number":58,"box":{"x":103,"y":276,"width":809,"height":10}},{"id":"4d23bc96-bd1b-43e1-8db4-a378347d4afa","block_type":"box","text":"terminated prior to February 28, 2031 only upon written agreement of the Trust and BFA.","page_number":58,"box":{"x":103,"y":289,"width":498,"height":10}},{"id":"d956ec77-a7a3-4e94-8480-1b9d0a35feda","block_type":"box","text":"The investment advisory agreement with respect to the Fund continues in effect for two years from its effective date, and","page_number":58,"box":{"x":59,"y":312,"width":847,"height":13}},{"id":"492b5681-74ee-4fc5-92c1-cab45b9c52ad","block_type":"box","text":"thereafter is subject to annual approval by (i) the Board, or (ii) the vote of a majority of the outstanding voting securities (as","page_number":58,"box":{"x":59,"y":327,"width":864,"height":13}},{"id":"d7ce09ce-2ac0-434b-8496-0a97d9bb6189","block_type":"box","text":"defined in the 1940 Act) of the Fund, provided that in either event such continuance also is approved by a majority of the","page_number":58,"box":{"x":59,"y":343,"width":847,"height":12}},{"id":"9f8018ef-4ecc-4162-8d52-a115d39427ce","block_type":"box","text":"Board members who are not interested persons (as defined in the 1940 Act) of the Fund, by a vote cast in person at a","page_number":58,"box":{"x":60,"y":358,"width":821,"height":12}},{"id":"9bb6d324-3100-4d50-9dba-8e55ec90805a","block_type":"box","text":"meeting called for the purpose of voting on such approval.","page_number":58,"box":{"x":60,"y":373,"width":408,"height":12}},{"id":"b9d46376-577b-4e87-98fc-39de178eb1b5","block_type":"box","text":"The investment advisory agreement with respect to the Fund is terminable without penalty, on 60 days’ notice, by the Board","page_number":58,"box":{"x":59,"y":399,"width":867,"height":13}},{"id":"e7825171-7ca3-4061-9566-a5028792e786","block_type":"box","text":"or by a vote of the holders of a majority of the Fund’s outstanding voting securities (as defined in the 1940 Act). 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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":"1bd7bacd-5982-4d16-9ca6-ccffebd60bdc","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":"064f10c2-885c-473e-a67d-e0e70b6da834","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":"b04852dd-2b94-4771-a297-1c1f9dfbcbe3","block_type":"box","text":"45","page_number":58,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"eeb630a3-4ec3-4845-b6f7-d5f88e60d249","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":"895baa80-90a7-40e4-af60-70ed22df071b","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":"ca5ba4ad-47dc-46b8-92c5-57fb8691a7df","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":"b738f1b1-db81-4632-9736-cd8209239acf","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":"88f1dd00-4acc-492c-8092-4cf50166899a","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":"b9ec2aa8-0eb6-414a-9f35-e72ff483bf5c","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":"af377321-9366-4d18-8fb9-1a67902b8294","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":"3bfee8e6-24ae-4c90-8dda-a5f6f982124c","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":"b9c7100e-90c6-42bc-bbd2-4078f9a4e89f","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":"bb00df0c-453e-467d-a4aa-308550ce8a5c","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":"86011d55-8e0d-41b3-a591-0fc44aa0c509","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":"9b9c9902-add5-4294-b0dc-4c5d5f95a59c","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":"989c409d-fa77-402e-a202-16ff47da75c4","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":"e5434dce-1f56-4d0b-9306-d294a4e525c6","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":"660b5315-0c9f-4a84-8a41-c4806c79bfb9","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":"145c1658-eea4-45ab-9f42-0fd926555fff","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":"22a09ebc-8ec5-4fee-882e-cc8df43b0531","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":"4dd807cc-da5c-4fc4-a608-28af91fdf8c7","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":"194ab3e3-8327-48ec-8bff-e56a17fec4ab","block_type":"box","text":"Erin Armstrong","page_number":59,"box":{"x":60,"y":376,"width":108,"height":12}},{"id":"5ca27aea-233a-46b2-8513-c1eb2125d211","block_type":"box","text":"Types of Accounts","page_number":59,"box":{"x":58,"y":412,"width":108,"height":10}},{"id":"c021fc01-4595-459b-a721-9df8635ebc27","block_type":"box","text":"Number of Other Accounts","page_number":59,"box":{"x":613,"y":392,"width":156,"height":8}},{"id":"c3822398-7ef0-4a4f-8fef-da0d83dfc425","block_type":"box","text":"with Performance Fees","page_number":59,"box":{"x":625,"y":402,"width":131,"height":8}},{"id":"dc9662c5-0de1-4aed-91d9-641dda2788c2","block_type":"box","text":"Managed by Portfolio 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N/A","page_number":59,"box":{"x":59,"y":695,"width":852,"height":10}},{"id":"fd39c825-3f88-42b7-92c8-7830f1e8319b","block_type":"box","text":"Other Accounts 0 N/A","page_number":59,"box":{"x":59,"y":710,"width":852,"height":10}},{"id":"c76839a2-4387-4505-8f8e-01910200e493","block_type":"box","text":"Portfolio Manager Compensation Overview","page_number":59,"box":{"x":59,"y":743,"width":303,"height":12}},{"id":"5687ed0a-dbf0-4650-9d70-eb49602b4e07","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":"9855dd44-3ec0-402b-8d36-d629c7b2351f","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":"d1f27239-dce6-44a4-a063-261a48b3ac9f","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":"26f19bfe-bd25-46a3-baee-0ebf5459447e","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":"1b1f0f59-80e4-47b0-9331-2b7fb63fd712","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":"cb5174ea-3c24-41da-92cd-76cc62cec3a7","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":"d065ddaa-8470-4a8e-bc92-801a1b3f364f","block_type":"box","text":"46","page_number":59,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"f96e62ef-f58f-4058-9d8c-81ee70f59fbd","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":"7f26b291-f35d-491b-8ffc-bc9f1f72acb6","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":"050ac9d7-3834-4e0c-a7fe-322cb024b41b","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":"68373b83-3679-4e3d-b3f7-3ad9252c2d00","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":"3d7ae14a-49b1-41ed-b5a8-584513e31786","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":"c7c3c8c7-5f4b-479c-99ef-0cfbe1165dd2","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":"1cdd7e26-510c-430c-a3c3-b817089acdd9","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":"370d1ebc-28df-4771-8d70-d6edd5ce065d","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":"fb41b038-0655-47ce-9958-5669a37e77d2","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":"e61fd731-e736-4f8c-92a3-e92f07806a60","block_type":"box","text":"shareholders and motivate performance.","page_number":60,"box":{"x":59,"y":203,"width":285,"height":12}},{"id":"15945655-f900-4fa5-bd34-e15dcf16b053","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":"f12c0c08-73b2-4ebd-8486-6f19a73db285","block_type":"box","text":"Codes of Ethics.","page_number":60,"box":{"x":59,"y":256,"width":114,"height":9}},{"id":"8b1f1903-d46c-4dfc-82eb-1c5ce4f6a1c8","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":"76e61552-1179-4110-90a9-075ff8b0c28f","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":"d6d31c74-f639-4c85-856b-8ebf1e7f4c64","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":"eca73588-e878-425c-87ee-c998662e2789","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":"28997d59-7a68-44b7-8a78-e6515d997e2b","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":"cc313c3c-04ad-43c7-aac9-efe4895a342a","block_type":"box","text":"Anti-Money Laundering Requirements.","page_number":60,"box":{"x":59,"y":343,"width":281,"height":12}},{"id":"697955af-38c8-433f-8ec9-57bdfb8f2c5f","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":"0985fbe4-fc7a-4562-9653-6401e1b4a654","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":"9c150bdd-d460-4113-ab6b-c8a09dbafeaa","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":"0f948ff6-5181-469d-8fc4-febe3f66cd0f","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":"223e38c3-4b95-4ee7-9ac2-51998c2579e5","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":"75b57774-4edf-4d23-b8a3-6c7aa6faffe2","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":"0876ce48-1951-4ee8-9fc1-ae8252ddca93","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":"396bc083-5eb1-4c88-98a2-16a274faa44b","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":"e14dad7d-2ed1-4861-8cd5-9a2f4bfe44e9","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":"dda3025c-4610-45e0-9417-e57a6220b040","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":"9b8268a8-b604-46c0-b55d-01846c6969e9","block_type":"box","text":"Administrator, Custodian and Transfer Agent.","page_number":60,"box":{"x":59,"y":516,"width":328,"height":13}},{"id":"c37de732-cf64-43b9-8d9f-a1d2ae9a88b6","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":"128e1629-1907-4df1-bece-dc79223ada96","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":"560e6541-c34f-42c5-9fda-17b9e6d2ef87","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":"24c2a115-effc-4550-bd37-191f0ffd2a84","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":"0b85f86a-5883-473f-9b8b-5327d7c60d31","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":"fa91b884-117e-479c-bfb8-71030ded7daf","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":"8c0fc037-7845-4b9a-94f2-ceab20313c7c","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":"534199a8-dba0-40fd-b6de-ad6f7e8c68f5","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":"ec8cfb2d-d18c-404e-b209-8aea1b833cc1","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":"9dc7fbd2-00a8-43a4-9d1b-c50ca11c102d","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":"c28274b2-1350-48b4-b3ed-3e9d2b722e93","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":"3997ac76-264a-4bdc-b8e1-bd39e0e7be85","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":"0c6e323b-66ff-413d-9ba1-8966e2ef82df","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":"4b22946e-af49-448b-a8b6-9ad2301dc93a","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":"474e6949-29ac-4cb8-b06d-72ea85e7a94f","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":"eaafd51d-3ecc-4966-a089-a54b5e8ba44f","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":"17f236c4-6ed2-4554-8239-f430b075f2e3","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":"2cd328f9-1e51-405e-bae4-70f7266efba4","block_type":"box","text":"th","page_number":60,"box":{"x":541,"y":794,"width":10,"height":6}},{"id":"572de8ac-b008-477d-ac64-3050cc4395b4","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":"b2bd2310-a5c6-4348-a1ed-a90d5bdc39ad","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":"b1aa327e-5e94-497a-8f7e-0ca0fe224cea","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":"2c31bf0c-87fe-42f7-8de9-a6e5750e4ee4","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":"fba1fe59-4280-43e8-8cde-5e84effbdf01","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":"2f400040-d079-4a4d-86cc-766f1c0a56a9","block_type":"box","text":"47","page_number":60,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"078761a0-97f2-4efb-ae10-741411f86ead","block_type":"box","text":"Distributor.","page_number":61,"box":{"x":60,"y":67,"width":80,"height":9}},{"id":"14f96080-6886-4d7b-b503-58af3dff65ec","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":"8ad593cb-065f-4108-9730-1ec510c1a687","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":"a30c1bbc-6abd-44ed-b8a3-295ad561bd09","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":61,"box":{"x":59,"y":97,"width":300,"height":12}},{"id":"5072dd1a-bd7d-4166-9d52-7c41ae105466","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":"506fceff-eedb-4417-93f9-3fe2ea7de36d","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":"32159d79-9a63-4a53-8aed-da531b9a60e8","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":"9d50fc3d-1bbf-44e6-83ac-e711803305ec","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":"c7de5ef7-75dd-40a2-9bc3-0959d8e7e93f","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":"d2d53903-b603-4bc0-8a5f-75670e0c9a0e","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":"f552897d-218c-4a91-8a09-a5726a0483a6","block_type":"box","text":"Islands and the District of Columbia.","page_number":61,"box":{"x":60,"y":188,"width":253,"height":9}},{"id":"a1105e71-dfaf-44c4-b0c2-07a113672b71","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":"79142809-d2fc-46d9-aa30-6888b59fe823","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":"657759ea-84ff-4382-8125-34f7f4c04929","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":"ad267efb-2cff-4c68-9b48-28a8f81f4be6","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":"8c7b7cd3-6b21-43b1-a172-7d21806fae5b","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":"885c7d1d-58b9-470c-8c4f-cb7f97cfdae3","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":"49043bbd-1137-484c-910b-1e2c23fa0de8","block_type":"box","text":"participants and/or investor services organizations.","page_number":61,"box":{"x":59,"y":316,"width":358,"height":12}},{"id":"566fa231-83a9-40ab-a217-69157f3d3324","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":"bc92eb67-1e78-4d19-af6d-31c21f3d2bc9","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":"0a37cfc3-b5c7-4f69-9941-f3ccf8845821","block_type":"box","text":"Securities Lending.","page_number":61,"box":{"x":59,"y":384,"width":136,"height":12}},{"id":"8d8917d0-6422-43b2-ac19-4c73c8f17b50","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":"ecc88e1a-8161-477d-93a8-28a7a648fa06","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":"eb8bf8a1-295b-4820-8bc6-e0b62301aca8","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":"258e7ddc-d5f8-4f70-9903-4add2e905c7b","block_type":"box","text":"Agreement”).","page_number":61,"box":{"x":59,"y":429,"width":94,"height":13}},{"id":"10e85208-3968-4f34-bb80-b223f8614ba3","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":"2a509cac-703b-4acd-9fb7-5eebfa6bb828","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":"7c6ebfa1-ee8e-49db-ab58-8ad4d0dc6a0d","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":"0eb75706-5824-4ca8-b680-68cc5769fbff","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":"2ee75a5a-ea56-42a1-9d10-f52fc5132230","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":"4273ce83-9d39-4679-ad12-1cc4259cd7c1","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":"5e19dda0-8689-45de-b6f3-6c9cbe89a7cc","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":"9e990986-db7a-4c94-8e1c-68c21a9d6435","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":"0f37d5d0-8c84-4f92-b64d-d27a1af5967c","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":"e6610e11-ba07-4a50-9a4d-38d59e37788c","block_type":"box","text":"distribution fee or service fee.","page_number":61,"box":{"x":59,"y":592,"width":205,"height":10}},{"id":"aaed83be-77b2-45ab-9417-08b12f70d5db","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":"9c22a0ca-120d-4292-adaf-7d11f60d09f1","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":"57bf6973-9eac-4459-8066-663a9cc32820","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":"c790bc4f-136c-4006-846a-087552c9c1ca","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":"99e3fe9b-875b-46ce-95a6-aea9e5e7c9be","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":"c05a3fa3-efdc-479d-bc1b-4684d7ccafa4","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":"8067e1cf-7a98-4eb9-91e3-827825508056","block_type":"box","text":"i.e","page_number":61,"box":{"x":529,"y":695,"width":14,"height":9}},{"id":"365a8751-1a9e-46ad-871a-70ba4bdb8860","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":"948453d6-a076-42f2-9500-976ace779bed","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":"b35e9e71-eac1-40d6-9086-26d719523757","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":"454dbc99-263d-4675-8e8c-8e88833f53e9","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":"7cefef4a-d0dd-41ab-997d-3f9c7dd3c78f","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":"6bd54746-b283-41d5-8cee-d46f3f832404","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":"c9ccc542-afb2-40b1-83cd-4243aefffee0","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":"3917bdac-f466-4e31-99ec-57faa854fa25","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":"ea4ae949-8ba0-4af9-9f2c-ca0eabbe6eae","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":"9efdfb03-2687-4475-b59d-2736d873d3df","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":"71940deb-a972-41e5-8d04-a0e9e86014de","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":"28df99dc-2c8c-40a4-88d1-a1a313fd62f2","block_type":"box","text":"48","page_number":61,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"c61f3e0c-b9ee-4651-9cd4-b00fc7bc7451","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":"a1afae1d-67dc-4632-b896-fc6f5b79be91","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":"956faa24-c60c-417e-8d0e-b7062aeab35e","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":"79afab25-969a-4902-b44f-feeac5b48393","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":"36f75276-0240-4a4a-9b7d-e50cb613bbe1","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":"4e356f73-8983-4f2e-a1ca-54bf143895ae","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":"fc3568d6-0e4d-4231-bb95-d26dcedbcccb","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":"3cd40d3b-b8e4-4217-a083-c404ab19c8a0","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":"989bbb47-32a8-441d-b837-c9639e83c85e","block_type":"box","text":"plus collateral investment fees.","page_number":62,"box":{"x":59,"y":505,"width":214,"height":12}},{"id":"d64629e4-b907-4576-8b07-6c8f73f78e36","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":"a8b5925e-4105-4cce-b937-525e4ecd0f11","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":"02111676-5b88-49f5-9e23-534e1df96b8f","block_type":"box","text":"Payments by BFA and its Affiliates.","page_number":62,"box":{"x":60,"y":573,"width":247,"height":12}},{"id":"1367eaac-90de-4ba2-ae87-0101471d8197","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":"230e7665-c4c2-4917-8dec-6c8a84c2b7bd","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":"decbef05-5187-4b04-982f-7d2772d15609","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":"c00a1888-262f-436f-b8e1-a84468b2d19a","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":"b64ec59b-bc50-4688-8030-9dd64ccec832","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":"bfc67aed-12f3-4157-aaba-4fd68b96c57b","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":"87828214-b72d-4ec1-a2bb-a94838e347a8","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":"230bd0de-0e89-470f-9e99-a851e39d123d","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":"8ee8334a-6b90-4955-a812-1421b89878c1","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":"e38e5635-d869-44a8-9bb3-4c7303a6fed8","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":"ea0ea10d-3995-4432-911a-4b13131721ff","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":"6048a629-a624-4f5b-9c03-d25965174e4a","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":"cbd23a99-5170-4648-b0c1-5ac011c79a90","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":"357e7e99-b481-42e4-907a-60114e4fbe4d","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":"1fa99c43-4daa-41eb-a925-0fd4291431bc","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":"d8122ca1-9f48-4581-9529-4cf57f25432e","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":"e638912d-ee61-434e-ac8a-e07ec3e8d7d8","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":"085f67c8-cebf-4690-b0a3-382cda0533b5","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":"a3ce03eb-9823-4639-b2a2-f0e2779120eb","block_type":"box","text":"sometimes referred to as revenue-sharing payments.","page_number":62,"box":{"x":59,"y":845,"width":369,"height":13}},{"id":"9dbc9f45-08a8-4c5a-8921-68c78b3d8c9b","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":"d95d751a-f71f-4ee1-a0da-d2d52e64d446","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":"27b9d8ef-2815-4529-a69e-41f4283f18b8","block_type":"box","text":"49","page_number":62,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"6b90c14b-bdb9-430e-8d9f-822181b9c6d8","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":"524a22a6-bd17-4467-86d0-3a2b98b518e4","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":"5ebca9da-cabc-4afc-b0f5-7c55f082a3f2","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":"ffabad07-475c-4dec-97d4-07bc3de5205f","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":"7e7b2988-6006-421f-872b-598982dd5773","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":"bbb9495a-9ef6-4553-9682-20554b96861c","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":"e2205733-08f6-43ef-9326-372660b140fb","block_type":"box","text":"Intermediary firm.","page_number":63,"box":{"x":60,"y":157,"width":124,"height":13}},{"id":"4788a49b-b0a2-47d4-b349-1c1fce696d06","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":"f6e6f2d7-9c4a-4767-8286-098b5fee7042","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":"8c3ce3ce-d417-4762-a2f8-ee50cc95e345","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":"4973585f-90b6-4fc5-8339-791cc098ea3f","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":"c92dd05b-3a5d-4b8a-9989-1e68d410a37a","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":"53297d74-be12-4543-8627-11767e44cac1","block_type":"box","text":"Costs or Publishing Costs) to one Intermediary, Fidelity Brokerage Services LLC (“FBS”). Effective June 4, 2016, this","page_number":63,"box":{"x":59,"y":271,"width":795,"height":12}},{"id":"e58481e5-3bc6-427e-b80f-882890454374","block_type":"box","text":"relationship was expanded to include National Financial Services, LLC (“NFS”), an affiliate of FBS. Pursuant to this special,","page_number":63,"box":{"x":60,"y":286,"width":847,"height":12}},{"id":"8c7651ab-c9a9-4fa1-b416-e1ce6907da9a","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":"0689883d-3353-4f97-94f3-bf947c7b62dc","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":"6d128fee-c840-4668-9b64-5c1e673028b4","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":"c09f668e-039b-4678-85fc-42870334d900","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":"b880451b-49a1-442f-8f5f-3c9dfbd6f492","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":"20fd20c5-7d9c-41b2-a397-974d120219fb","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":"079236d9-b2f5-4d2f-b9ca-46dae6d1d973","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":"a8086f38-c50b-4b9c-95b5-7f61e0526c95","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":"493f81af-8e33-440b-a7e0-c8fedb5245e1","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":"3782b82f-e3df-4072-90c3-4c69c557f39a","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":"ff55c38a-83a9-4821-8239-ef96406f27ca","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":"cbb94c7f-14fc-4d54-b700-32a33aa57210","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":"e255c836-4b4f-4d63-87da-0e1ce20b42f4","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":"032d7394-c44f-4fb5-b775-ecd4fa016f26","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":"352760fe-a210-4cfe-ba37-be0bfd1bf87d","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":"1b264df4-351e-4625-8c42-53fa2e1e6187","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":"f65c27df-9c1a-4f1d-8f41-36cb95c1b76d","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":"08fdd154-4841-425b-b130-6344f19850cb","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":"8a14483b-cfad-443e-9f18-9357c4cc6559","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":"f57c62ae-464c-4c72-8ba1-76d2a2366929","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":"57e44e23-8836-4767-a891-4a757968dcbb","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":"ae72f74b-43fb-4695-8eac-aa7de899d970","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":"d8bf0b86-d71a-440a-8ac5-6d4f0e2586b0","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":"db0945b8-a71a-4e83-8716-aebc0b380b3c","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":"73b86b62-3dec-4a18-be46-242733d0994f","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":"cd5b381f-3421-4a57-87b6-00bdb45cc4ef","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":"a9272934-14b2-4d59-94a0-0ec5c0c99b45","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":"a06b96de-423b-44db-ad92-1211925aa5d5","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":"5faa4f77-d133-44dc-a740-a7da4715ebb7","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":"bd38f95d-eef9-42f9-850b-833c06f820cf","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":"bccb6fc1-53d2-4290-9cc0-c6c6bc6348d4","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":"952020a4-9332-446f-9ecd-0ca948b2d694","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":"90930cb5-b21e-43e0-85d5-aa15567b8a72","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":"143c5f07-f748-4ada-89d4-05d405a1d073","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":"18428ade-d6a7-469a-af18-54a216238c88","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":"2bc7612f-50a2-429b-b723-f5f358359f6d","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":"cc2ec4fa-41c6-48bb-b674-1917c5b7d7dd","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":"f564f903-d8c4-45c3-8761-236a9da48cd6","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":"9334fd66-509e-46b1-a6cf-3e12d97fb81f","block_type":"box","text":"50","page_number":63,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"6d19482d-20b4-455d-974c-c3ddc37d424a","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":"9ad7990f-6314-441e-b5a9-2f8a4e8d587b","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":"29a5ccd4-79b0-470a-875c-b1f551932b32","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":"b4b1f01a-ccaa-4915-bc44-d4ac07a998f3","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":"e3639292-a7c8-4d89-a4e6-8dc8dee9c0b9","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":"a15cf827-d6a9-4a91-84ea-e46d00271716","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":"cecd29dc-6192-490f-ad8c-578650a5f103","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":"96db712f-31ef-4659-af88-a0e05fee2e6f","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":"c9541f88-2aed-4598-a476-6817bc2d1d5a","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":"6856cfb4-c1fa-45f9-928c-07b329b78730","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":"2f7109a3-5d57-4424-971a-a3220c25963a","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":"941bad29-6384-4fb9-a5f1-5eadbc762d9a","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":"f5500100-bfcb-4dbf-8cd5-406a7b3b433e","block_type":"box","text":"Determination of Net Asset Value","page_number":64,"box":{"x":62,"y":275,"width":558,"height":23}},{"id":"fa70585f-d4ac-46ad-8a19-9d40b78c3dcd","block_type":"box","text":"Valuation of Shares.","page_number":64,"box":{"x":59,"y":316,"width":143,"height":10}},{"id":"c89316b9-99bb-46a0-aa81-c0d938c30bb0","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":"9b4c0721-1458-47fd-857c-ae4271042699","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":"e97dff1e-403e-4753-83c3-b3ff86b22f20","block_type":"box","text":"by the Fund is as follows:","page_number":64,"box":{"x":60,"y":346,"width":173,"height":13}},{"id":"a8287d23-e0b1-468a-83b3-5bb028f20f33","block_type":"box","text":"Equity Investments.","page_number":64,"box":{"x":60,"y":373,"width":139,"height":12}},{"id":"ff5c779f-35e1-486e-acab-38c22c4c2e2d","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":"e41c8fa7-c1ef-45be-8fe9-bc5fdbfa7143","block_type":"box","text":"e.g.","page_number":64,"box":{"x":636,"y":376,"width":23,"height":9}},{"id":"f98e70d7-707b-4f26-b162-a190f2867508","block_type":"box","text":", NYSE), on separate trading boards of a","page_number":64,"box":{"x":661,"y":373,"width":276,"height":12}},{"id":"8ce87236-cec7-4628-9be4-3205b09e6165","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":"4f1dc1eb-ebaa-4011-ae7a-9c82dd882b7a","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":"01944141-8bfe-4778-88a5-e995631c234f","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":"0e59eb35-6eb0-4282-bdb1-d35968a08128","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":"ff45658d-acfa-4b41-ac67-311930b9ff08","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":"23252242-467b-46ed-a5b3-e57f38c90337","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":"b69596d3-588d-40f9-9c43-2512c2649321","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":"79bbddea-4e51-4078-b57b-3f2b03f727ec","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":"f21acc04-ef8a-4ac8-866d-120ddf552c21","block_type":"box","text":"below).","page_number":64,"box":{"x":60,"y":509,"width":50,"height":12}},{"id":"4183281a-3ce1-4251-b1f4-c5ccaadebab3","block_type":"box","text":"Fixed-Income Investments.","page_number":64,"box":{"x":60,"y":535,"width":193,"height":10}},{"id":"75731456-99f5-4988-8d81-a6240a5c4e13","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":"3c6d4ebb-196b-4495-a209-408b7efe081d","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":"4aef9220-919c-48d9-a37c-a05df7197b5d","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":"752eae65-852b-48df-a3c6-5268ff4f1d89","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":"7661b6e1-72ea-4c42-bc89-2278d3166bf2","block_type":"box","text":"e.g.","page_number":64,"box":{"x":797,"y":584,"width":23,"height":9}},{"id":"831d6507-0e98-45ab-bfce-dc4263cb8230","block_type":"box","text":", recent","page_number":64,"box":{"x":822,"y":582,"width":51,"height":10}},{"id":"3d1087ba-f571-4b5e-8a12-9ad11444665b","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":"e37bde79-1f16-4565-bf5a-237b9ccaeea1","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":"987fb5a2-abbe-4ff4-9d80-8ba99f98a943","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":"fc360eae-a383-4124-9155-e1135a2f76c9","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":"4da16d04-5b21-45d6-8a66-4e31aca73217","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":"575fbc53-1a2d-46b6-a2f8-44fde14b6748","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":"4505a67e-bab8-43a7-8e61-03f8eb575919","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":"82162f0a-ee34-4b77-8d55-e03033175380","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":"08102e59-6906-418b-8fc9-fca0aad4bca9","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":"5eafdabf-b497-4660-b221-08dc83e39279","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":"9c26c33a-ca62-44f9-a2bd-4a5e0ce8b042","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":"34755bae-1600-4c06-a4f6-85aa340ead99","block_type":"box","text":"Options, Futures, Swaps and Other Derivatives.","page_number":64,"box":{"x":59,"y":773,"width":338,"height":13}},{"id":"89a05afc-2960-473f-8cc4-831e640a9c59","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":"1b8d6030-d2b8-47b9-add1-c3523d43ec90","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":"f97cb9e5-bfaa-4966-a605-e4bfa97e3c70","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":"04b31229-f644-4cb2-9a38-4a354c70d06c","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":"52f1ec9a-9780-4ae9-9402-153c0cb8bc92","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":"3e443c16-0064-4416-b6b1-00a431a43de0","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":"f9024d55-41fe-44eb-8707-c9a75ab7ffef","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":"7c20355a-78fc-458b-b649-8a0bff3ed0ae","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":"d67cd3cc-13ee-4833-9496-6076f5a9a466","block_type":"box","text":"51","page_number":64,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"ad042880-ca03-4910-8cfb-e65dafb6060c","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":"2cabea34-7273-48e5-a70e-b88b36e58972","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":"263f4538-ede4-4b91-90b5-26dd04cba00f","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":"551426ab-43e8-4282-9b0b-1acc485a2645","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":"34e8210c-aab2-4146-9369-7b09acae1b8c","block_type":"box","text":"Underlying Funds.","page_number":65,"box":{"x":60,"y":138,"width":130,"height":13}},{"id":"4a2cb908-1443-4fc2-b4d6-2b68f227d0d9","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":"4b044f65-c966-4157-918d-0d3eb02d3519","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":"3ae369ca-473c-430c-bd83-f0e5b2eacf74","block_type":"box","text":"General Valuation Information.","page_number":65,"box":{"x":59,"y":180,"width":222,"height":10}},{"id":"0cd57e21-cba2-4efe-9f2d-282a5472591a","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":"479b743d-88d0-4882-bbcb-b835e9daf269","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":"bc22bd97-4588-4e86-9050-680d2b05c764","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":"340c6a55-52cb-41fa-ad29-b4ec57c374c2","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":"e1c4ce45-e518-4b12-9ca9-22cf1d84a1b1","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":"b8ff9dbd-8e83-4306-bc2c-2630f3431c6c","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":"d03d65c7-4e81-436b-90a2-d674072b686f","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":"97b68ec7-fc1a-4f38-87d2-946e2b32f038","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":"ad2565fe-052d-4ec7-bb46-55a7f9e44478","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":"c8ef14f2-fbb3-4f8b-bf29-2aaa4109498f","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":"d5b66efc-6283-4a9c-9221-d3887def7794","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":"60e927db-5075-466d-85d3-ac3ec19d9dfb","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":"a2965ade-4a7c-4dbd-8a65-f5209fe5dde4","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":"2890989b-ceaa-4b91-96bf-ff18a80bf309","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":"c4ea321e-2486-41db-8129-a8e919c4926c","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":"052113bd-e168-4b82-bff2-8a8acfd27416","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":"8b17bdc5-bc1e-455c-8e1f-0f636296d77e","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":"4d5b8ca3-450d-4032-9c90-bb30aa4eb32d","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":"488f9fa3-7017-4656-8071-27364a97f846","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":"6321f722-5fd1-4b68-8c56-9caf2cd28f92","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":"7966d12c-051c-405c-ac54-8f1901130af2","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":"36a1b803-1199-497f-81ea-eec665af1b4a","block_type":"box","text":"Fair Value.","page_number":65,"box":{"x":60,"y":554,"width":73,"height":10}},{"id":"ed023beb-9a02-4b71-b7f5-33e0fece8bf9","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":"614cf5dd-310a-40e5-8f86-e0456924dc24","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":"f0f2bfeb-76b8-4414-993a-094369eb75fd","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":"fbfc6c22-1673-4d19-9b08-96e55140f95d","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":"43d69168-1c2d-4d2b-8ee1-0cf20e2b2689","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":"7242ae77-772e-4955-a77f-014745d4434f","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":"9c7f73a5-5018-4486-87ad-2a87a25b4211","block_type":"box","text":"unreliable (","page_number":65,"box":{"x":60,"y":645,"width":77,"height":12}},{"id":"e17d97ce-081c-4b71-8944-c66cd0933440","block_type":"box","text":"e.g.","page_number":65,"box":{"x":138,"y":648,"width":23,"height":9}},{"id":"a7023471-9a4b-4e90-8c75-c9d0c0adcb9f","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":"297337f8-cb3f-4ec6-80f5-d26070b904c2","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":"2587e1df-b970-48ca-9a9d-8e7a6013aded","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":"c44153d7-3f87-4cdb-a9f5-263cf1f5567a","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":"b0d287cc-6b3f-4610-955c-9b5881c99932","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":"f7f7a61e-1cb4-42bb-bcfd-bd7a5cdccea2","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":"a0ca4fdd-ee5f-4f18-bbf1-ebc68617254f","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":"a7a947cb-d176-4312-a3e1-169f03e0583b","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":"c50bbaac-3798-438d-8305-e53dcf969d10","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":"9fc51750-0fcc-4d6b-9bdb-0f92fb440554","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":"1f38fb57-16a3-4f01-a82e-1f5070f60c6c","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":"587c7da1-9316-4b2e-958c-4c41608cbac8","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":"90e487ca-2eac-4bbd-bdea-c658e2932202","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":"5c6f17dc-876d-479f-82a8-8d02352f1b43","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":"13bf1231-7186-4f34-a90a-36a88d37f876","block_type":"box","text":"52","page_number":65,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"b5df482c-aaa5-4da5-8de6-817a6fb18621","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":"b3a6c00e-c930-4b7c-b98a-fb160c8404b5","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":"ebeaef23-88d7-4e2c-a82b-03138f985473","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":"fa9e5763-821f-4feb-887b-92ced6b60c49","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":"f2b1694b-4968-4643-a2a2-a1af9f7b554f","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":"e2fa1b91-8a52-4550-a522-bfcb73740c94","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":"8f7bcc8e-e330-464d-aac5-8adc1731bbb7","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":"cf52286b-a5b9-4834-a9f3-30ed42ba2b19","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":"67cc89aa-480f-4772-8b4f-0ad4078daab0","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":"c50cffa7-044d-4cac-ac86-080850e7886e","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":"e72f68cd-af26-4967-8381-e33ce0d6325b","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":"2d95f430-b1ec-4c2e-b565-3ccd73f66527","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":"ddf9a0c1-6753-446a-a355-bab57fafa4cc","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":"6337f2d3-a062-44be-890a-3af68ca8703f","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":"17c9c2ee-abf0-419a-b8ec-f0c59020722b","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":"d2d40ec8-e86e-496b-a3da-09ad08991357","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":"cf111f62-ec5c-42a8-bcae-187b0f501d69","block_type":"box","text":"investment.","page_number":66,"box":{"x":60,"y":332,"width":80,"height":9}},{"id":"c4fbb713-1428-4a3f-9529-5eecf79a3b56","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":"396ac03f-1c98-4fe8-a3db-6c4fd315a311","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":"14a2b383-4086-4469-b569-cb18984e6215","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":"9aade943-3f78-4c9b-889e-a197903617d8","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":"ca989414-b4b5-42ed-9dc0-d3d59b1d3eb0","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":"f57b20db-c8f1-44df-b5e9-b3baf328f08f","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":"7aa6c3d6-8368-4919-bd6d-e1f14c10b111","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":"431cc94d-ead1-42eb-8878-1b11abb8dca5","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":"c6ddf659-6a43-4721-9886-2050fa6f2b85","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":"48da7de0-ba50-4d37-a7f0-95201b889a3a","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":"c445f6c2-80e8-43a5-a838-b4972b266455","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":"b4b8b22b-7f39-4109-a673-6c545cea92cd","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":"6b489e13-ed92-4f27-8654-a0fa00acaed3","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":"b7ed1586-6582-4600-91c8-a6788a797049","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":"b946f92d-f133-4dc3-aa8b-0468e086ffab","block_type":"box","text":"Brokerage Transactions","page_number":66,"box":{"x":62,"y":608,"width":390,"height":29}},{"id":"f3ebfdbd-2109-4b98-9d40-5484f6d39a08","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":"0b974b18-dac4-4584-acda-7351ae59173d","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":"2d8b6d22-5777-447c-81e5-c50e3f23ae19","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":"d013e044-56b7-4a3e-97a5-6e703e1381bb","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":"cc854b1b-9e0e-4425-9778-95313dae0b44","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":"95873d8e-8a72-430c-8e32-d6276f2e92f2","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":"a8240194-64d9-45ed-bda4-c6efacf5d108","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":"4a9df30b-6407-4f15-a114-9b8c7512e596","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":"b5b8596c-500b-4981-b5ae-8b58218e9d26","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":"591502f2-9912-45ac-97da-e44b35b3185c","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":"7229f8c9-cb33-4f86-a5d3-396774d17b02","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":"92d202a4-7a39-4d8a-b474-8808f1d133be","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":"fb80e588-d2a9-4674-ade1-210efc0ef883","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":"2007aae2-2dc4-49f8-9059-38ea620fa97e","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":"afa84d49-0438-4b50-bcfd-7a2077006d40","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":"ef9a2654-4b48-472d-9fd4-0014351f3257","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":"6cc52048-454c-4df6-a305-6faff228d07b","block_type":"box","text":"53","page_number":66,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"0d6055ce-d476-49ce-a73e-1ec3b96723e4","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":"3f433d9f-4599-4d8b-adcd-6ccd444235b7","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":"53d1e22c-0ef7-4536-be56-ddea8d023fb9","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":"d5306f68-ff97-4174-802a-a8aa7bf0eb68","block_type":"box","text":"securities, or other circumstances.","page_number":67,"box":{"x":59,"y":112,"width":240,"height":11}},{"id":"185589d1-6fc3-4162-b5ab-3c402874c01d","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":"4f0551c1-267c-4ee8-81b8-dca9d65d8da7","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":"24104302-1043-4a98-8a90-8cf02e0f696e","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":"d0ae0a13-ad20-4a99-a7be-6c3a5ad13ac0","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":"c2f50424-d6a6-407b-9b88-b82a7a9e39cf","block_type":"box","text":"under certain conditions.","page_number":67,"box":{"x":60,"y":199,"width":174,"height":10}},{"id":"9ba729bc-287b-4b58-8f17-1de2bd6ba8cb","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":"020d497f-5da8-46d2-99aa-72731d7fe6b9","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":"7dcd5663-224a-46db-8afa-860ce48bb847","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":"0d3a6491-ac97-4d1c-81b5-f9972e455cc7","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":"dfb5c38c-3088-4765-9e4b-ac2ae4c12c83","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":"c85c3127-e98c-4fe2-81c4-37e57969c9bd","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":"2eab077d-171d-4e5b-8d45-2fb6579e9b3e","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":"eac89a1f-526f-4ad7-a1df-e6df80ad69b5","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":"87ce6aff-9e3d-45a2-b477-abcadd8cde5b","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":"b4018e43-f50e-4085-9983-eba73f64a243","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":"60ef2b67-80b9-4c17-840f-8804df152b65","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":"8fdb763e-c8ea-4e46-ab41-2a5bc7ed9914","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":"946c2442-6c4f-491c-ab40-b38a43e21138","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":"50486227-2701-4875-9142-13a27fdd12af","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":"e295abe4-d8aa-4ad8-9714-ccd7b7d56fa5","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":"daa30c78-f4b3-4a02-8a5d-e1d33ae6c058","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":"f8ce6f2a-ccdd-4f6e-b7d4-901368a83919","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":"d9914187-ec9a-4f06-b184-3ff8fdcd0b65","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":"fdf800c4-97da-4814-aa1c-6715f96e11f8","block_type":"box","text":"Act.","page_number":67,"box":{"x":59,"y":521,"width":27,"height":9}},{"id":"400a759c-102a-4bc6-80df-10cacdf5f637","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":"d4f18567-6015-463c-a8fe-2cb891d0fb8e","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":"1a6e44ad-8108-44f6-980c-84d3b424cbd9","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":"c48a9ef7-0edd-41c4-8909-4785340816f7","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":"bb2bb9fc-0188-4d13-aeef-07cc27499c85","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":"28390e33-4f4c-4077-b77d-f91a9e01e798","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":"7ee8efff-f9f3-49c8-a713-e5a17d6e07d9","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":"17c45057-30e4-4fc9-8968-47a7f00c0699","block_type":"box","text":"other brokers or dealers in comparable transactions.","page_number":67,"box":{"x":59,"y":664,"width":365,"height":12}},{"id":"61c281f2-153a-408a-9e0d-1eef389c9f94","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":"d91325a2-866e-42b5-ab4e-82c2f0bb5dc6","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":"558d756a-35f6-41da-b61a-fee0b080cc2a","block_type":"box","text":"commissions or discounts are paid.","page_number":67,"box":{"x":59,"y":720,"width":247,"height":13}},{"id":"8a8e033e-2222-48b0-a190-b7beee61a597","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":"135c58e4-c11e-4666-a56f-92b742901cca","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":"b8e844b2-2557-4479-978a-89598d806640","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":"356e402d-56a4-428b-9ec2-726ed297c054","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":"a65289df-8a99-429a-9c2c-8232c1fa60fe","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":"75df4a95-ac23-4b08-9128-44c3cd62656d","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":"0c5faedd-83fb-477f-903d-63e4e2b3bf9d","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":"d4587c21-dcd0-4a75-b536-44187ea86fc2","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":"52e13c9a-a434-4d3f-b8db-122bb155049c","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":"dc3f0707-088a-4ef9-a839-5afcd45482b2","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":"36c38080-91fd-4994-8b49-8c89079cb5dc","block_type":"box","text":"54","page_number":67,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"b0a7719b-783e-4ed3-a21c-4d655517a065","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":"22d1c022-4a0a-4d4a-9498-fa36fc6e8ead","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":"5fec735b-e759-4991-92d8-b50dd8f273f0","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":"ae87a532-932d-403e-a889-0ccec2fdafbd","block_type":"box","text":"in which the Fund may invest.","page_number":68,"box":{"x":60,"y":112,"width":207,"height":12}},{"id":"43376595-418b-4638-8b7a-f1d92fdcf520","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":"9dc94501-002a-4a90-a357-f4920381894f","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":"be7d69ea-4a2e-4e67-b5be-53b85c5961ad","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":"180ad47a-232e-4760-b41e-8d827183d87d","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":"7500761c-ca24-42f5-b8cc-76eac5485427","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":"9d21c5b2-7beb-40ac-bb1a-9f6b1433d0fd","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":"a9803729-538b-4f05-8e2f-082fe39dd792","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":"6d9dcda1-f5a0-4cce-8096-0c34503f93e1","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":"6400c7dd-4e96-4b30-af92-b432a1b819b5","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":"9840a148-45d5-47fe-84ac-165aba46d2c5","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":"b1b1d47b-b85a-4fe4-8cda-edae1d98d8fa","block_type":"box","text":"pro rata","page_number":68,"box":{"x":58,"y":291,"width":56,"height":11}},{"id":"029ebbda-d259-46e6-b1cd-6bf59e72284d","block_type":"box","text":"basis. This","page_number":68,"box":{"x":119,"y":290,"width":71,"height":9}},{"id":"5c039746-7020-4a76-a40f-a07fe7461611","block_type":"box","text":"pro rata","page_number":68,"box":{"x":195,"y":291,"width":55,"height":11}},{"id":"f701b21e-100a-4288-8a89-f75836769067","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":"c9de9e69-8c1e-4010-83d8-f9ff81fa7767","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":"d0d120ad-a5cf-40a9-97ca-c737f5c43dde","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":"27f3cc76-cf5e-443d-8d2c-9f35917ccb6b","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":"51f0ce95-8127-4823-9714-14054c0f33c4","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":"929e5f90-1c1d-4c15-b120-7e88d0aaa9b3","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":"7de013b5-cbe5-4d81-a444-1bfff46b7e83","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":"5516e6bd-735f-4324-a1cf-226a728b46f8","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":"e8639785-58ad-4eea-bb40-2d6fa0ec3703","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":"49797f33-b69a-43cf-9151-5bb920318ae9","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":"6dff8455-5bd5-4f03-b5dc-ef590a2e3f34","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":"81d28f75-574c-45b0-ac58-cac163687972","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":"e8d7848e-20b0-4953-a1c3-f277f08b8176","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":"01524f13-d9dd-4728-afbc-e339fb9d26cb","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":"0de1b788-5039-4a06-b3ff-e6889e6e4a1c","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":"5d4a74c3-39c1-4610-91d3-75924eff4d19","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":"3e7012ac-55aa-47b4-a869-e323e35875ee","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":"503210d0-dae0-42f4-b6b7-c68973e4f5e5","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":"936655ab-de32-44cd-9a72-775866f35049","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":"d7aa1e4e-dd60-45b5-9b6e-0c57203d66ae","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":"7e7fc9a3-1ad5-4c29-b4fe-d98e5b3f56a7","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":"a0903d97-ef8a-442e-87ad-55bff06b47df","block_type":"box","text":"pro","page_number":68,"box":{"x":907,"y":618,"width":24,"height":9}},{"id":"afc706ce-bdc3-4bef-9de8-c6a7f01c55da","block_type":"box","text":"rata","page_number":68,"box":{"x":59,"y":631,"width":28,"height":8}},{"id":"a5cfc731-4e2e-4cca-9d0e-d6acb237fa16","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":"eaa4c411-ffb1-4657-be69-e7244c70c083","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":"2f45b8c5-3496-4ffd-8d97-07b975ca1200","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":"fffb0c32-4dd2-43f3-87ce-382f92c4a4bc","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":"dabd1026-cbc4-4bd8-ab43-b333f46cbf7f","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":"6835096f-0ba5-47a2-847a-45dbe0024473","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":"96b0143e-b00f-4eca-8d57-5c2c2abbd204","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":"aeff11e7-2eca-4f01-8f00-6ebf323383d7","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":"0b4d96d7-6ee5-4cb9-ade1-be629c7b0dce","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":"daf65a12-d903-400b-94d3-1fc6939596a8","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":"3c660651-fc3d-4e46-b88a-dc269211d789","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":"08ad1067-1751-4ca6-a5ee-63712e939975","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":"603e5ba5-3023-4311-a64c-43a21154217f","block_type":"box","text":"55","page_number":68,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"1b70f934-637d-4496-8a1a-08314b0753e9","block_type":"box","text":"Brokerage","page_number":69,"box":{"x":292,"y":67,"width":58,"height":10}},{"id":"bbd37867-ed17-4d2c-b696-6e1445f8953f","block_type":"box","text":"Commissions","page_number":69,"box":{"x":291,"y":78,"width":77,"height":7}},{"id":"691222ed-b7c9-43f2-b885-a7a05f929676","block_type":"box","text":"Paid During","page_number":69,"box":{"x":292,"y":87,"width":66,"height":10}},{"id":"3a6c86f3-fe82-4550-8c09-1858a6000c2c","block_type":"box","text":"Fiscal Year","page_number":69,"box":{"x":292,"y":97,"width":60,"height":8}},{"id":"a2d99735-83ac-4e3d-a349-926ac8268029","block_type":"box","text":"Ended October 31,","page_number":69,"box":{"x":292,"y":108,"width":105,"height":9}},{"id":"7db01006-7128-4285-b131-1661ab374471","block_type":"box","text":"2025","page_number":69,"box":{"x":291,"y":118,"width":28,"height":7}},{"id":"e9bd4802-fb1e-4ba4-85d2-41ce44d6b0d7","block_type":"box","text":"Brokerage","page_number":69,"box":{"x":470,"y":67,"width":58,"height":10}},{"id":"12bdff7e-fc8b-403c-89c5-7e7edd58081c","block_type":"box","text":"Commissions","page_number":69,"box":{"x":460,"y":78,"width":77,"height":7}},{"id":"f1735d01-c9d5-4406-b099-bb02bbfc6826","block_type":"box","text":"Paid During","page_number":69,"box":{"x":465,"y":87,"width":67,"height":10}},{"id":"ef1e2603-3ae7-42cb-81df-d81df36c3027","block_type":"box","text":"Fiscal Year","page_number":69,"box":{"x":469,"y":97,"width":60,"height":8}},{"id":"91ce9c4e-0d9e-4236-bb49-d682998715aa","block_type":"box","text":"Ended October 31,","page_number":69,"box":{"x":446,"y":108,"width":105,"height":9}},{"id":"0280b5d6-eb5b-47b5-9f87-3d1293ecdf63","block_type":"box","text":"2024","page_number":69,"box":{"x":485,"y":118,"width":27,"height":7}},{"id":"25d62718-6de4-4f3e-ab9f-33f6aaab5852","block_type":"box","text":"Brokerage","page_number":69,"box":{"x":615,"y":67,"width":58,"height":10}},{"id":"6f2e1830-092a-4810-a2ab-d9390dac18d4","block_type":"box","text":"Commissions","page_number":69,"box":{"x":605,"y":78,"width":77,"height":7}},{"id":"343a0343-744f-4c2d-957b-384c6bc272a2","block_type":"box","text":"Paid During","page_number":69,"box":{"x":611,"y":87,"width":66,"height":10}},{"id":"7fd2857f-0a05-4b4b-a442-719534e2fded","block_type":"box","text":"Fiscal Year","page_number":69,"box":{"x":614,"y":97,"width":60,"height":8}},{"id":"fe9d3cfa-20a2-4be8-b7b0-7c6528af36d3","block_type":"box","text":"Ended October 31,","page_number":69,"box":{"x":591,"y":108,"width":106,"height":9}},{"id":"f49bb6f0-1001-4309-a61b-fffc4ae3f79c","block_type":"box","text":"2023","page_number":69,"box":{"x":630,"y":118,"width":27,"height":7}},{"id":"8f563504-1d6d-4b3d-bc22-c69344055542","block_type":"box","text":"$212,490 $205,868 $285,241","page_number":69,"box":{"x":292,"y":140,"width":381,"height":11}},{"id":"9b579482-56ce-4115-a8a7-62aa664d12d0","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":"882eb190-fd3c-44d5-9ac1-9d7989cf2600","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":"6b101fe6-591c-405f-9518-4d2442b37823","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":"60795d75-7f44-4ef3-845c-df8f23670b13","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":"577f2646-2563-4f82-a912-78b27c33e822","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":"d8a586ba-5c35-44d0-a7a1-bdb088ed8c79","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":"39ed60cf-1575-453a-84df-374b90439c82","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":"7e2c9d9e-a65c-4925-a2d8-e23d22228c44","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":"545859b3-055f-48fc-b7b5-93ca356fa4d3","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":"8869524d-672d-48f8-bcab-8814d8067439","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":"421b32e6-c18b-4f08-869b-1491830ae277","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":"9d1b7792-8874-453c-9c4f-7532369127e8","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":"26da47ed-4a35-4b32-84e6-9976c13c0352","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":"f8180511-9fe9-4240-a97d-5396aff75317","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":"9b6785ae-589a-4e97-a6c4-7335a6237fa8","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":"27e6b8cd-1f2d-4250-9acf-e6c2ae98a5df","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":"02ff245d-63fe-4740-97b5-194479eb1c65","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":"227cd45e-e7b0-41c7-8c7b-e22bd0112e47","block_type":"box","text":"0% 0%","page_number":69,"box":{"x":398,"y":474,"width":241,"height":9}},{"id":"da2c9386-8c3f-47c1-b587-d4e61c07ad0a","block_type":"box","text":"Additional Information Concerning the Trust","page_number":69,"box":{"x":59,"y":511,"width":749,"height":29}},{"id":"60455102-0198-4f4f-901f-ded452d3b0f6","block_type":"box","text":"Shares.","page_number":69,"box":{"x":59,"y":552,"width":52,"height":9}},{"id":"5e5f7084-f2f2-4c3c-a109-0bab502f16c4","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":"f326a238-6bf9-437a-b93a-77ea5832dd14","block_type":"box","text":"iShares funds.","page_number":69,"box":{"x":60,"y":567,"width":96,"height":9}},{"id":"5e40b910-a65a-4088-a1b6-96999cf09c7b","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":"a3187172-5b07-49c1-a7d8-ced3e08d2427","block_type":"box","text":"pro rata","page_number":69,"box":{"x":298,"y":595,"width":55,"height":11}},{"id":"91da7ed4-0c46-4727-aba6-ab3c26eda6a4","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":"f7fcc74c-ff91-484e-8370-3d4269bb1b63","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":"19ba5daa-d782-4a23-8298-6a42e8e34ba3","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":"94fe183a-863e-44ef-ad85-08e2922db746","block_type":"box","text":"liquidation.","page_number":69,"box":{"x":60,"y":639,"width":76,"height":12}},{"id":"a81db84f-d5e2-433b-b7a0-e13adbf574f6","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":"d5ad8b85-36a1-4e96-8f8d-cf821b5f6609","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":"4281f236-8fec-4308-a259-14cb3a73259e","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":"7073c987-1b6d-4ba9-96c7-7e1acad5f3bd","block_type":"box","text":"one fund.","page_number":69,"box":{"x":59,"y":710,"width":66,"height":10}},{"id":"8d4692a1-272a-4efd-80e4-9558d9d9617e","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":"cb4e5a1c-fa6c-4aba-8873-bbf26ebc2223","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":"c362568b-5456-4f07-b46f-cbd71658d010","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":"d5d7331e-b45e-4738-8158-92059a1ab4b4","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":"49f08703-b6e0-4466-9a7c-f6a4db6fcd2e","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":"da491d3f-2c59-4dae-8c36-5e01715f288b","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":"b237dfe6-bb5d-44f0-96d1-8b09a66e8e85","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":"6dcb4bcf-b6d8-4bc1-abd0-7e2352e404ad","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":"d7315cac-eb60-4c8d-ac67-dbdc253ac320","block_type":"box","text":"Drive, Princeton, NJ 08540.","page_number":69,"box":{"x":60,"y":881,"width":185,"height":11}},{"id":"b1f9c7e0-0c3f-40fc-8a1c-afe0505302e2","block_type":"box","text":"56","page_number":69,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"468b8c73-8267-4e2b-ab75-07cff8423cb4","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":"8247e00a-1e43-46f6-9fe0-fd69ff85022d","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":"2e43a5ae-4e56-4bd5-b58c-d5f065457d95","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":"5291f55b-9f23-46d7-993f-7a2604494f38","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":"33ea2e7d-9094-4380-aa07-045304d7dffc","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":"a3c62bfc-e2f0-4d6d-a469-144478312c34","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":"d8cc1c17-a088-4cea-8911-2e4247a5e4d6","block_type":"box","text":"guidance provided by the SEC staff.","page_number":70,"box":{"x":59,"y":157,"width":245,"height":13}},{"id":"f36a15bc-14da-4c88-b741-c356d6e668f7","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":"3ca4e780-c81d-4b61-b18b-5615f3a078ec","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":"07c6c7a9-e924-4e11-8fcf-7d67bc75689d","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":"388dc01b-1a32-4eb0-a7cf-7cdbe6bca22e","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":"02fb3739-67cf-4fb6-a721-9851d835f1fc","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":"5a676c00-9e28-40bd-b793-9302fe470d90","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":"5992ce08-67cc-4646-831c-db2f6f88ea7b","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":"9b468643-c6f7-4130-b0c8-527a933e8a71","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":"c0ff6db4-e9f4-4f2b-afdc-bc93ff85fe7f","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":"24da1c08-a092-4fe1-9942-96b6b6035150","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":"72b35f5c-3dc7-49b9-9124-3cfb7619d02c","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":"d01ffe67-4faa-423e-818c-88247c7a5c10","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":"091c1de6-7956-4e1a-aad4-1b2993d1cd82","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":"b7a74dd8-fe31-46dc-8a8b-a613982aa9d8","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":"f4ffbe3d-d825-4cfa-9ab4-069c6ab77591","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":"fa14311c-d47c-4c4f-badc-8336f2dbea84","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":"f3bcdd79-df62-4397-9d9f-f7943b2b2e63","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":"1e0c80c8-5928-4522-8de9-0418c252645a","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":"5b9aeb21-3672-46e1-9681-b80202e43f74","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":"605cb827-042f-464a-9792-7ff2df565dca","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":"219ee3b9-63a0-46dc-b7b9-5c05fb5e126f","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":"aa3c66ef-83c9-46f7-9662-00e164fb86db","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":"57b82e41-c033-4318-8333-916d36e97f0f","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":"06d51543-ab1c-439b-ba41-c16acfbd60dd","block_type":"box","text":"Participant, either directly or indirectly (“Indirect Participants”).","page_number":70,"box":{"x":60,"y":539,"width":439,"height":12}},{"id":"96bd6aee-c23b-4e2a-9694-6bbad5f355cb","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":"65a6be93-2748-4385-86f4-8dec5358dc6f","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":"6d75e382-b2dc-482a-8b85-8b7f36a14cba","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":"b67605b5-4a9e-4d03-94a1-80987f59fc43","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":"3b80b60e-2ea5-4369-bc22-ada1ec7b3e2d","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":"e3bc3fb6-bcdb-4cb0-92e0-e8522b86d460","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":"c33e7c04-6dfd-415c-91e6-09489fa43619","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":"8451e418-190f-44fb-9c8a-62c990bcdcbd","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":"a735eb51-37cf-42d5-bb67-b035e6c6a546","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":"f31c3da5-3496-4420-9d8b-0f271a987397","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":"fba54586-3884-46c9-8603-f03980f4dda2","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":"685c0730-0153-4058-8033-bbfbc7ebe975","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":"da32c778-85e0-435f-b9c9-21363010cb1e","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":"6b7222df-0f54-4d3d-ab5a-1e7f2010dfac","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":"dca24aee-d82c-4455-84f2-3b14d16dc137","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":"43e3bdb0-c386-4b76-a1e5-a801904d0026","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":"bac8eadf-b5f2-40b8-9223-50d5de478e7d","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":"8e0cd165-18e1-4d5b-98d4-798d6752abe5","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":"56d7df55-3035-44db-9e3d-70c50f5f1334","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":"a49f2efd-50d0-4b47-a6d8-99ec28b127af","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":"991f82d6-ec82-4f95-a650-5026de3c3d1f","block_type":"box","text":"57","page_number":70,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"a0814172-826c-46b1-b65f-7439a2351197","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":"a3785210-66b5-4256-a888-e65e057b031b","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":"efe3aeb9-22df-4398-9e7d-eaa57dfbbcf7","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":"282b7bd4-60f0-4c31-a1b1-2c2e74313041","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":"e9d2c65c-c665-4fcc-a0de-d4933fa2e894","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":"49e3380e-ecb0-41d8-9faa-0dd50b028347","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":"d92ffc5b-2d4e-4cf2-ac90-f8c2a04ca5fa","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":"8e18fb76-d5d5-44bc-b2e4-5e28f852b038","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":"29a465ec-a63b-4ffa-a329-5b5db2d795d1","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":"948c8225-9ab2-448f-93b5-04708ea29d34","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":"6b5279d2-fd44-45af-9781-c57c1625c5a8","block_type":"box","text":"cost.","page_number":71,"box":{"x":59,"y":230,"width":32,"height":9}},{"id":"720363a9-e6d3-4dca-bec9-986ed09b0d98","block_type":"box","text":"Distribution of Shares.","page_number":71,"box":{"x":60,"y":256,"width":160,"height":9}},{"id":"851fa808-ef09-4a33-a272-f85771dffbb1","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":"f3ce1d68-697e-4dde-b22e-fe363f120c3f","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":"5b1f3534-c989-45c6-b610-06f58db0e678","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":"08768c8d-486c-4e17-a155-95538e4ca873","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":"8380467f-980e-453d-9a05-69d6b3624795","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":"100e6aaa-b708-4ee4-9944-8ac3acd86609","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":"3a8a3cb5-b3d7-45a6-acd2-df93515f780b","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":"e0a509ff-6a49-4444-9b4a-a84de346924b","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":"61ad7512-c783-47ba-8151-2836521eda0c","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":"8c331f6f-e9fd-4249-90cb-c178aee13720","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":"61f24665-5847-4950-8505-81176fe736f5","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":"c24966e1-b5c2-429b-b717-eb04f1d4188b","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":"ac06ca6a-62be-4e65-9702-388307874fce","block_type":"box","text":"by them through an Authorized Participant.","page_number":71,"box":{"x":60,"y":448,"width":302,"height":13}},{"id":"dd7116d3-7a9c-410b-ad84-45b1bacb8830","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":"d54be807-71b2-4a5e-827b-b4c6046d3481","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":"aca04bc8-d74b-4c92-b88b-d00c0c810255","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":"dcc623d6-3f0f-485c-859b-91101b89f5b3","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":"430eee42-a1c9-4828-818f-895fae50531d","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":71,"box":{"x":60,"y":562,"width":722,"height":30}},{"id":"0b7ada13-028c-422f-9d96-94a20db35c02","block_type":"box","text":"General.","page_number":71,"box":{"x":59,"y":603,"width":59,"height":10}},{"id":"b3325c0a-5fe1-4e65-b31f-520cfc2eaea3","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":"2e661385-d2bd-44c1-9592-557ac33bec58","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":"4e55b726-6015-48ba-b2ab-e2a978569a06","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":"b55a1dfe-82e7-41c9-9ff4-cf85894b739b","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":"e6c42654-f223-45b6-bf7e-e01dabacf59a","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":"37f8bc9c-540e-451d-8450-de806f0fcfd7","block_type":"box","text":"31, 2025:","page_number":71,"box":{"x":59,"y":679,"width":62,"height":11}},{"id":"151bdd27-4ddc-4c8e-afd1-b23d5103efa2","block_type":"box","text":"Shares Per","page_number":71,"box":{"x":411,"y":729,"width":61,"height":7}},{"id":"3e6ef2b8-a8ed-4a14-b234-e9424a776791","block_type":"box","text":"Creation Unit","page_number":71,"box":{"x":404,"y":739,"width":75,"height":8}},{"id":"934afe06-f5be-4093-bb28-989b2d50d84a","block_type":"box","text":"Approximate","page_number":71,"box":{"x":519,"y":709,"width":75,"height":9}},{"id":"79e70250-8ee9-4ee8-aa0f-1ecbb9925b11","block_type":"box","text":"Value Per","page_number":71,"box":{"x":530,"y":719,"width":54,"height":7}},{"id":"4c1e3411-af3b-4b48-a25e-cf65e189971b","block_type":"box","text":"Creation","page_number":71,"box":{"x":532,"y":729,"width":48,"height":7}},{"id":"cace4fd1-fead-448d-a6e9-fb86784f0410","block_type":"box","text":"Unit (U.S.$)","page_number":71,"box":{"x":524,"y":739,"width":65,"height":10}},{"id":"cf708dc6-b1d1-44a1-9440-887a85d89710","block_type":"box","text":"50,000 $2,690,899","page_number":71,"box":{"x":418,"y":761,"width":217,"height":11}},{"id":"9f40c323-4733-4ad0-90f4-636901401118","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":"793d2ec9-442c-480c-bb41-2a28d55d403b","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":"5056ad53-8eca-4bf7-9978-e999cd22060a","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":"a2d561ae-8e46-4d75-b3fe-f2c8a3d3f665","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":"1c57c5c2-1d29-4e74-8bd0-ddb94097de32","block_type":"box","text":"Board.","page_number":71,"box":{"x":60,"y":869,"width":42,"height":10}},{"id":"023abf54-4d18-486d-8f25-0eea65d0a331","block_type":"box","text":"58","page_number":71,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"f3e7bd5b-6e27-48b0-9b61-966220c01d2b","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":"d28678c0-cb3a-4d18-b7fb-0117a589c902","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":"0b29a252-1631-48b7-8143-53d5e002b08a","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":"39247dfd-656a-492b-85ea-3fee664217d4","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":"81a2fb06-d38a-460b-a332-5a4553c0c617","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":"49406b7f-76aa-4940-ab96-dd2850fbf374","block_type":"box","text":"Fund Deposit.","page_number":72,"box":{"x":60,"y":154,"width":98,"height":12}},{"id":"37f60e42-44d1-4e2c-ab3f-ec81e2b09313","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":"268e0cb1-dd2f-4ed6-bfa8-794501a100c0","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":"40732597-0b0a-4527-b51b-50ca13af5aed","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":"8ceeef92-f2a6-491b-8cdd-82a94b57bed9","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":"0c7560ea-48a0-422c-8039-03c9f4781863","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":"45ed09d0-e0a3-41e0-a6eb-3801061255a9","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":"fab493a0-088c-481c-9363-7be57da2ad42","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":"9ae43285-f415-45dd-89f1-2ec1fca1c3b4","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":"cd134639-5aa1-496f-9417-07732250df3c","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":"599362bf-d982-4107-ba13-aaa089695592","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":"270a7ecc-ad9f-4b69-9ad5-587defbfd8e0","block_type":"box","text":"Participant purchasing the Creation Unit.","page_number":72,"box":{"x":60,"y":316,"width":283,"height":12}},{"id":"b24f8bb0-473b-46e9-a45c-e9bf368a487d","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":"6ddd4884-dd63-44a7-aba2-50370808457e","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":"ce4eb912-3925-4ca8-abf7-f7920b729aec","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":"3b739c51-7e22-4222-95a1-931cef1cd15b","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":"af89ba86-a246-4969-bb3c-e7bda205a9ad","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":"afa030ae-1e29-4df6-90eb-c859ffb3d903","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":"a65940c4-38dd-4041-9637-776987d75769","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":"1607ce3e-5e3e-407a-a1bc-72ce0fc35cfe","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":"ad2310b7-fc5e-45c9-b4fc-e8e29ace5e80","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":"f2786de2-ff9a-413b-b5c3-607364cb1b4a","block_type":"box","text":"index additions, deletions, and re-weights.","page_number":72,"box":{"x":60,"y":501,"width":294,"height":13}},{"id":"c5111ae4-75a9-420c-bcdb-e9837321b896","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":"9c41ded5-c741-411f-9187-2e7189037e21","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":"e8a5c9cf-df1f-4ad8-9f04-97921beaf366","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":"23ffd09a-a744-4f64-bbef-2b36d0792634","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":"165be67f-aeb9-4869-888c-c47cc26c3ea1","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":"1f7c2c6c-ce70-430b-8ba5-35ba381cda96","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":"f8be0312-e05c-451a-937c-46c88ae79efe","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":"7f24e352-9175-4521-b0c9-095db14269c3","block_type":"box","text":"Cash Purchase Method.","page_number":72,"box":{"x":59,"y":645,"width":170,"height":10}},{"id":"4be33e59-d657-42d5-84f5-dc8c82a0098c","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":"8431090a-d814-4604-9b52-b54a4aab75d4","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":"2ec61ec0-6152-4d81-94f1-993523f6085f","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":"1b941923-eb11-465a-9b34-bf9fe1d5648b","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":"a45ee2f1-1184-4d23-a64d-f908e8c42be7","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":"4a958704-7f64-4212-ae5c-6cad90665d46","block_type":"box","text":"Procedures for Creation of Creation Units.","page_number":72,"box":{"x":60,"y":732,"width":300,"height":10}},{"id":"0a22afef-9da8-4451-acd7-f8136c6d0e00","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":"56deb027-7335-4cf5-a019-2ba6209966ac","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":"576a35fe-2947-4096-b431-ff82a87900a8","block_type":"box","text":"i.e","page_number":72,"box":{"x":441,"y":748,"width":15,"height":9}},{"id":"dcca8605-daa7-4142-af96-e42a5541cf7b","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":"3027775b-c9a9-4986-b276-d65fd794f4c1","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":"0b22f416-b07a-4891-9565-eceab1f9869c","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":"ce2b0c53-501f-4df6-b41f-ba5dc3a1c2da","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":"2bee3bbd-b05e-4163-8dab-27de869b0c65","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":"f9f1c67b-5d94-4681-b104-44db7a886ebe","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":"535e58c2-d731-466d-ae15-1874221059c4","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":"82e0463e-2a6e-451a-8df6-91f03259121d","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":"a344e4a9-fa10-4583-8e70-91f262d5fa2d","block_type":"box","text":"59","page_number":72,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"a03ef61c-554b-49ed-a7de-4dd9ab7f5860","block_type":"box","text":"Role of the Authorized Participant.","page_number":73,"box":{"x":60,"y":67,"width":247,"height":12}},{"id":"00d53e39-0aa3-40b7-8e41-27896c8b5170","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":"67a9ceb5-0adc-4a64-9822-518f452f518e","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":"64ae93e5-6ee6-4725-a1e7-82b98941d921","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":"0462c8d1-8ce3-48bf-9fe1-d913bc6cbff8","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":"d3ffb5cd-9fee-4103-ad26-2ca62c508aeb","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":"34fb0446-047c-4567-a855-abb573a91f28","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":"eca3a764-8e39-4f6a-adb5-714c8902a37e","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":"1933175d-0323-4a6c-92a0-643bb97aae11","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":"d869f628-084b-4acc-9688-30a30f0b0a31","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":"f9c1b46c-7b12-404a-8492-70ab4b8430cb","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":"f0c64d1a-0f84-45d4-87e2-b906d7e6fc88","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":"1c12468e-7bc1-47f0-b688-928bfe8b5609","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":"c4d882b7-ca55-4bcf-85d6-32f8f8023426","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":"a18e9879-5b05-4de5-bc35-34270175fedf","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":"dc26b3b3-d48f-4679-a535-90452258a675","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":"873da012-7e3b-47dd-bbcc-8e453a5abd68","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":"536f6671-4cad-493f-8524-2626dc024838","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":"f44c52b9-b480-403e-b58c-119a1e8899e3","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":"de95ceeb-a2d7-4134-98fd-f568df0cbc27","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":"fb74b1f1-5ff1-4984-9b8f-2fc780be1744","block_type":"box","text":"Participant Agreement.","page_number":73,"box":{"x":60,"y":354,"width":160,"height":12}},{"id":"b8be2533-1a23-4ba1-a7d7-1abba58ebd58","block_type":"box","text":"Purchase Orders.","page_number":73,"box":{"x":60,"y":380,"width":122,"height":10}},{"id":"476aca0d-9b5c-448b-af7c-707e50eeda7a","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":"8124ccee-cd10-4df9-904e-534a45976980","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":"1ab23e72-ff9f-402f-b927-4fa05c472aeb","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":"a7942924-1a8c-423a-a8a2-f1495b7ac924","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":"6eca80db-fb53-434b-a6b6-73e6688342bf","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":"69531c08-e116-4ed9-abc3-f76e00d731b2","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":"8eeca238-e4c0-4c09-94be-e8794bd707a6","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":"ec559da7-5384-416b-89a9-86b51dd033c0","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":"6693f37c-3c37-4169-9122-7ff37f7beb74","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":"83d31455-4584-4dbf-8536-8e7c9f10c638","block_type":"box","text":"such Business Day.","page_number":73,"box":{"x":59,"y":516,"width":131,"height":13}},{"id":"6c953b9e-9378-4d1b-86fb-1cb78ea7b28b","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":"84c0dde5-f2c9-42e3-8667-98096bed434a","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":"8d62e774-625f-4a58-b3b0-f710a0504313","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":"359f7407-675e-48a7-865a-bcac2e30fcb8","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":"c10e93e3-1767-4772-ace8-b636a518c576","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":"9805ef04-37ed-4e4d-9d63-12b658e705b3","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":"afe6597b-5421-432b-ba6b-d9357499a2c6","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":"329758df-d248-47d9-9dc1-8721bd7f08ba","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":"1628b5f6-b11b-4b60-bdc4-9bbe74f55c82","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":"8118702d-14b8-4575-824d-4c7a9a6bbc9e","block_type":"box","text":"Timing of Submission of Purchase Orders.","page_number":73,"box":{"x":58,"y":702,"width":305,"height":12}},{"id":"0c2ff95c-591a-473e-a397-d403405b964b","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":"5593e5ce-9b32-4e28-acc2-4eeffbbd9964","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":"7553585e-513c-47af-b8bf-b2f81fc3db95","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":"4423c6ec-b0f9-46a9-8c9b-6cedaffee5b1","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":"87fed1b6-0d58-46db-972d-7601204de5ef","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":"4e94395c-6a8d-4d24-b894-98f2ac2bdbaa","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":"ec05369b-1a7a-4713-9ae3-a7b62a464d06","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":"c8fdd871-287d-4f9d-b0b6-bee8e4c6c13b","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":"993a8378-e953-4183-8aad-3e96716aa03c","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":"aaa9928b-dd6f-49da-ad87-3b1fd6ac03e6","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":"648ee4ec-c117-4fee-83ee-908f86731906","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":"0635c45d-ebf8-484c-95f0-010d55ef147f","block_type":"box","text":"disclosed in this SAI.","page_number":73,"box":{"x":59,"y":868,"width":142,"height":10}},{"id":"8985af47-1d02-42ba-8477-6086c471802a","block_type":"box","text":"60","page_number":73,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"b23ddf76-d90c-4d6f-898b-07383866f722","block_type":"box","text":"Acceptance of Orders for Creation Units.","page_number":74,"box":{"x":59,"y":67,"width":293,"height":12}},{"id":"9fe0def0-a882-4212-92bf-0a5272dac189","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":"63e3b5c8-3a84-4126-a39b-fb65f3183b23","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":"2d2a5f52-b52b-4b0d-8afd-b6051b3ff019","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":"16767fac-0d4c-461d-9ace-81411ce963db","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":"8eb28bec-6b99-459c-8970-143d07bfe899","block_type":"box","text":"set forth below.","page_number":74,"box":{"x":59,"y":127,"width":107,"height":10}},{"id":"72689a12-b858-4b20-83ba-e271ddac192f","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":"47836426-d7fb-4182-95ff-c833f9e8e52e","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":"af0ca2fc-c971-4250-8a6f-2010dbc00bf6","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":"e50aae54-2726-4628-82d6-4daf2719b57f","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":"b3d4f181-f3d2-4d88-9a29-997575b0f167","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":"22796f8c-e2e9-4b3a-941a-35b8072914b1","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":"6666e614-178f-4de8-89d1-43acd8d99bdc","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":"81afc8df-ba18-4c41-8c7a-17b6162941a4","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":"0051d695-7a43-4eac-9b56-59683f5319c9","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":"a7d5941a-9be0-4bcb-a91e-a66e0287c854","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":"ed1c42ba-7695-4f24-8ddc-38d2883538c5","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":"629624f3-435d-49b0-90ff-3a7537f791d4","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":"7dffab5a-0c6c-4b28-bfab-b948cfa698a1","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":"5db6574d-1f0c-49b0-81a7-1baa335fa04b","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":"906c4b7c-b68b-410e-a991-7c50e00599e6","block_type":"box","text":"Issuance of a Creation Unit.","page_number":74,"box":{"x":60,"y":388,"width":197,"height":10}},{"id":"c91ff665-1047-4624-8a44-213f64b9b66a","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":"f53a906e-c51b-4f9e-9b71-c02a1f6fdd33","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":"a71302d5-2a3d-4f4e-9d93-a93f3462c24f","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":"70546cce-bf09-4ab6-801c-0430a0ea7482","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":"ff3f7345-666c-45e2-a036-f7863e64b666","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":"1c7e7341-7281-40b8-b851-a2fea0ae26fc","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":"39fde73e-a60e-4b58-b26f-f54020a4a03d","block_type":"box","text":"i.e","page_number":74,"box":{"x":515,"y":502,"width":15,"height":9}},{"id":"2e340d1e-dfc8-4620-a70f-4446de41b8f8","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":"64843c8f-219f-4cdd-b43d-c37de11ba054","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":"ff253a94-f25d-41a8-85c3-c561e0550db7","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":"6b9fe993-c20b-445f-94c1-73ac97317c16","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":"bd0230c0-6adc-40b9-9e4d-9aab5b44d2eb","block_type":"box","text":"dividend dates (","page_number":74,"box":{"x":59,"y":562,"width":111,"height":12}},{"id":"d2293060-f856-46df-9866-db3213282191","block_type":"box","text":"i.e.","page_number":74,"box":{"x":171,"y":563,"width":18,"height":8}},{"id":"ba328682-f007-46b8-b43b-91c346c6f752","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":"6af46c33-0ecd-447c-894f-6083fa92727d","block_type":"box","text":"security).","page_number":74,"box":{"x":59,"y":577,"width":64,"height":12}},{"id":"6efb50c8-7509-4dee-a28f-62a11a48ba08","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":"13d78c02-3832-41b9-8d44-602a6578cb4e","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":"57d357de-e0c8-43f9-a342-5ad86216ea25","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":"7ea3c47f-540e-442f-be19-0dded0ec9f60","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":"e5f06cfd-22b1-4fb7-bd77-b9273e50fb6d","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":"58200d4b-83e8-49b4-b8cb-984349167a9a","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":"a2c032fa-7cde-4dce-93ea-7418139516d3","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":"6f6736c6-83d6-46a0-a128-c99651030736","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":"b11e8a4a-6b2e-449b-9355-7bd7d50ca26b","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":"1ba7f420-2526-4a53-9ad1-0099423c7594","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":"31b59697-f171-49c1-b4b5-e978ead45c1b","block_type":"box","text":"and other charges.","page_number":74,"box":{"x":59,"y":754,"width":130,"height":13}},{"id":"089d0b29-7edd-4394-9b00-610fc34044ca","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":"ee61fa1a-6a1e-47d9-b285-f3d395e0e073","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":"648c811a-6f06-433c-9329-ff53ed8001e4","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":"853f26df-2f4d-435e-a286-c1ebee7c5565","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":"1ffe2aab-23f0-44b4-8204-401446e2a285","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":"60526448-640b-4d6c-b6ab-8287f3bc1605","block_type":"box","text":"61","page_number":74,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"e7af0337-2032-4cf5-bc26-4e439007ca63","block_type":"box","text":"Costs Associated with Creation Transactions.","page_number":75,"box":{"x":59,"y":67,"width":325,"height":9}},{"id":"6594502e-9b0c-4d56-b615-368322e7b7c4","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":"48b21961-605b-485b-b02b-729c7ada20ca","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":"0963d837-6f02-48fa-96e2-2c6eefa22edc","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":"61e20b21-bce8-4efc-96fd-d8c2766fbe8a","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":"ed4aee76-c7d8-4e19-88fd-42b8af44a8ee","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":"ec6a6e6d-7935-435c-849e-a9524d3df9cd","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":"b4af2f77-e3f4-4be4-b171-e4f636b365db","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":"6827a33b-7dd2-48db-8e3f-ae1deb8c2b80","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":"e1d71371-5d57-4389-80e4-978adf3dcebe","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":"8983cf46-1bcc-4b2c-8978-18653828b09e","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":"b0dd1643-0a34-49b4-9788-33c75abf5a92","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":"86770199-10d6-4630-bddf-903ed425c0df","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":"64897489-6e88-410d-9bc0-87b05a0300ee","block_type":"box","text":"subject to the maximum amounts shown below.","page_number":75,"box":{"x":59,"y":259,"width":338,"height":13}},{"id":"03346c1c-e67a-4790-83fc-476b8c0c6874","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":"630a02e4-c74d-4268-b054-bd924fe48c18","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":"15a0b48b-cd2c-4fed-8a4b-82dac2f1f696","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":"9512ac94-c25c-4910-8da0-3caa42081866","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":"5715b894-01cc-42c2-b55a-913dfc92bf03","block_type":"box","text":"above):","page_number":75,"box":{"x":59,"y":358,"width":50,"height":12}},{"id":"24021916-2558-4403-8333-8a1f9b548e36","block_type":"box","text":"Standard Creation","page_number":75,"box":{"x":366,"y":387,"width":104,"height":8}},{"id":"e0526286-6f53-4c7d-8ef9-9a44363544a8","block_type":"box","text":"Transaction Fee","page_number":75,"box":{"x":372,"y":398,"width":91,"height":7}},{"id":"15def238-0e3c-464b-ae86-dee139a5de9b","block_type":"box","text":"Maximum Additional","page_number":75,"box":{"x":510,"y":387,"width":121,"height":8}},{"id":"f1fe6199-c377-46db-b4fd-a772b5e16431","block_type":"box","text":"Charge*","page_number":75,"box":{"x":547,"y":397,"width":47,"height":10}},{"id":"4e8bbce2-72a6-4341-b252-e46df1a3f4e0","block_type":"box","text":"$225 7.0%","page_number":75,"box":{"x":401,"y":419,"width":194,"height":11}},{"id":"ad3d1bb2-8b62-425c-98be-e756df7a1674","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":"fdb9b357-1d59-47f2-90c7-ab3265a09614","block_type":"box","text":"Redemption of Creation Units.","page_number":75,"box":{"x":60,"y":482,"width":216,"height":13}},{"id":"b2279859-ebb4-4eed-ac65-ea3565390a2a","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":"81519d48-5f9a-4a07-8cce-cee4b19b0a90","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":"6b09f948-ea3b-424f-8464-8e25181e8951","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":"0c763ef3-506b-461c-b4de-92f6f4b37601","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":"fa14505d-833e-4054-959f-b01b63da4e62","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":"e6658832-6007-4b0e-82a0-65e35f5fc618","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":"c27976c8-f084-4f8b-9cd8-c110a86c055b","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":"85dea5de-efe5-457f-bb2b-685c4d64d0af","block_type":"box","text":"Cash Redemption Method","page_number":75,"box":{"x":744,"y":611,"width":182,"height":12}},{"id":"fd2cae6f-8823-49b1-b323-64d49d23c5f9","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":"3d83360a-d8f3-47fb-aa69-a0e7c2001541","block_type":"box","text":"Units of the Fund.","page_number":75,"box":{"x":60,"y":641,"width":123,"height":10}},{"id":"eb7407d8-d390-4197-aa40-b69cbeab313f","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":"274818d8-b3c4-495c-b79a-5fc7db0a205e","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":"266207d0-9c53-4324-b3ca-e868606329c9","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":"e7f541b4-d80a-4256-a364-8b88cd4bbcff","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":"fbdf5b3c-1d16-4190-afd3-cc8b307e21b8","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":"2f5deec4-284f-46ef-9832-891b10508c57","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":"3b5f42dc-9104-4ba3-92db-29f6ccfcd574","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":"cc407581-5566-4213-b669-9b23a45fd225","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":"a4ad29e8-5d6b-4deb-bae1-ca75e817dacc","block_type":"box","text":"from time to time.","page_number":75,"box":{"x":59,"y":788,"width":126,"height":10}},{"id":"d6f59de8-c28c-4fc3-844b-a07249a4b2a1","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":"cd1ed261-7b12-4251-b777-174f0389c4b0","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":"401e929d-bcd5-4ad1-97fe-5727a6a2d110","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":"91c1fd04-6cb7-433f-90ec-57e940114630","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":"177a4838-a3e1-497f-af4e-fc9299c1b076","block_type":"box","text":"62","page_number":75,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"09e428da-f58e-49f0-99e2-8545c2c4658d","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":"9e3c0277-b42b-4802-82fb-92c8a0c41538","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":"8cd8546f-59b4-4440-bbe1-b619fd50c2b1","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":"836b0326-09ee-4d02-ba5a-b10b6a8c3be8","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":"053d36bb-20d3-4671-b4b2-db81ec55713e","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":"c6a6854a-177a-419b-947d-6adfca9a5f29","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":"8a24541e-ed92-4eef-a4ab-f4f4a87d8bbb","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":"23cf29d4-dcc9-4973-8a01-76ac708173fa","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":"0e708758-2ab7-4bd5-92da-8359e4052b34","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":"42bdc0a1-cbbd-4311-82ea-d98a6c71bf99","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":"11e6bc5b-08a0-4617-b7e4-bba17fce29f0","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":"f19c1a1e-0d5c-4033-979b-196ff3ab2bb8","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":"c4932b54-3dd0-477e-b90f-34c6ca2aad51","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":"f3075063-9f42-4925-89a6-d8209486b5b6","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":"c437cb4c-7568-40b8-beaf-42bdc237086b","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":"fa070ca0-eec5-4b3b-bbee-6718a03a5bac","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":"e0de8727-881a-4586-83fe-b7eeab627e96","block_type":"box","text":"weights.","page_number":76,"box":{"x":59,"y":308,"width":58,"height":13}},{"id":"67dd80e6-74cb-4a83-ac69-e64d85eb9501","block_type":"box","text":"Cash Redemption Method.","page_number":76,"box":{"x":59,"y":335,"width":191,"height":12}},{"id":"0c48f413-17bf-43c2-b043-f6e1df5080f3","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":"5be838e0-8261-4902-8c40-b5eb946020af","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":"e2efd4f1-78bd-45ec-ab3f-869eed1e64e7","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":"6dc28655-3ff0-4eb1-b91c-122087e121c6","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":"7f1731f8-fbbc-48fb-91e6-b4e057bc106f","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":"18d7c7d3-a7e4-4097-b057-a8a4423ec4e0","block_type":"box","text":"Costs Associated with Redemption Transactions.","page_number":76,"box":{"x":59,"y":422,"width":352,"height":12}},{"id":"78edf14c-9c83-4166-a9a6-85d549d804f5","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":"f2e7f3d1-0e4d-4300-8b64-0449f77e9763","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":"d7fcc9ef-31d6-402c-a3f3-15b78dde355c","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":"c185dcdf-978c-4aa3-9f1f-043bcf9df3d8","block_type":"box","text":"applicable Business Day.","page_number":76,"box":{"x":59,"y":494,"width":169,"height":12}},{"id":"82505d5f-3a81-4d22-9484-b6cfb178b452","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":"9bb42984-8d6b-444f-8903-7d17dec5eaab","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":"2fc39565-6749-486f-b59c-82eb4f9e1180","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":"258fd308-4fd8-4432-b3d6-2be8470546e0","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":"80a0671e-6bcd-4c0c-b768-dfe54caea681","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":"acffadf1-9b7d-4a3e-985c-17e7bf63c5b6","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":"63eff6ca-841f-44b0-b862-e6768c8e9249","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":"11c9a94c-b6c6-40ad-ac37-b7d61b741028","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":"80e65d84-217d-4fa6-b170-e81bb9912fa7","block_type":"box","text":"subject to the maximum amounts shown below.","page_number":76,"box":{"x":59,"y":641,"width":338,"height":12}},{"id":"ca2376b5-e372-468c-85a7-919acea1c3f1","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":"eda310ee-d054-4e6c-a031-8ecdd55d322d","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":"3d11bb8b-3744-4697-a5a8-816d1a74ab65","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":"26673b8a-58ca-44ef-b7fa-6dfe62251f4f","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":"181c36dd-5da1-46b7-9cfd-d0cd482afb6e","block_type":"box","text":"described above):","page_number":76,"box":{"x":59,"y":739,"width":123,"height":13}},{"id":"f2dc0936-b019-4777-8777-4051a9de8fa3","block_type":"box","text":"Standard Redemption","page_number":76,"box":{"x":355,"y":769,"width":125,"height":10}},{"id":"a1c07198-0624-49f0-9a16-bc01742deafb","block_type":"box","text":"Transaction Fee","page_number":76,"box":{"x":372,"y":780,"width":91,"height":7}},{"id":"00c9f1d6-9205-4de9-9d22-a24a15573042","block_type":"box","text":"Maximum Additional","page_number":76,"box":{"x":521,"y":769,"width":121,"height":8}},{"id":"7e4029f7-f3ca-4a69-be3d-ba348789cce2","block_type":"box","text":"Charge*","page_number":76,"box":{"x":558,"y":779,"width":47,"height":10}},{"id":"131cd028-99de-4a32-a8ab-316b78c2875b","block_type":"box","text":"$225 2.0%","page_number":76,"box":{"x":401,"y":801,"width":205,"height":11}},{"id":"72cd245b-65cf-4212-b7f4-757148422d3f","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":"08eecdf6-e4d4-4c58-88f6-a1e526007308","block_type":"box","text":"63","page_number":76,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"a135b9e7-4d33-4c82-a725-2a080431258b","block_type":"box","text":"Placement of Redemption Orders.","page_number":77,"box":{"x":60,"y":67,"width":243,"height":12}},{"id":"361a365a-d989-47e1-aacb-01881f5df71e","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":"c428202a-6c29-4b80-ad1f-f604ebb989e1","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":"88f1b475-bcdc-496d-abc4-77badd03b6d2","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":"54adcebe-e07c-4a1a-b03c-a9b6c5d018a1","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":"cdb69391-b705-40d0-89f9-a288b059f7fc","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":"faa1ff29-0507-4ff2-a80c-bdcfc896bc32","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":"fcc86f1c-bba0-4793-8122-db8a10db7999","block_type":"box","text":"Participants upon request.","page_number":77,"box":{"x":60,"y":158,"width":182,"height":12}},{"id":"87f7227d-0e85-4907-8311-1cf467930098","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":"3efb44c4-5715-40ba-b5e7-d20ed9eef63b","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":"2326ca48-7289-43b6-85bd-e7c2839f481d","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":"9f99cd83-8053-4066-8819-8ab64881a626","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":"9da38c2e-1e3e-4e74-a507-b1daf736f772","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":"9a806082-319f-4bf0-b860-3d0e36497c97","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":"ccff3d27-5e48-4303-a792-7dc4ff0f1ea7","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":"e94badfb-cbfb-4ca3-950f-88fcf28fbb1d","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":"c44317a2-e4f0-4da5-a6ae-ff819ad4c2f6","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":"77ee7874-6a84-467f-b748-216f96ef6d9a","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":"f088bbc4-d4c4-4dbb-a72d-f3a0661ac573","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":"4cf74dd8-758c-4f36-a2d8-da3d08efba44","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":"61186989-10f0-4392-b8ea-c12d3ad6c913","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":"37cecb6a-4c36-44b5-bcfe-d735737c25c2","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":"f5981ec4-965b-472f-b296-a340cf5c70d9","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":"a61e04e3-4d42-4092-b0ce-bb5a3f6ffd74","block_type":"box","text":"Authorized Participant Agreement are properly followed.","page_number":77,"box":{"x":59,"y":422,"width":394,"height":12}},{"id":"d27be44b-9900-4afa-bfb8-394734cac793","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":"18cffef1-32d0-4e31-be21-d1b14f0646be","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":"bb93bee7-bd42-4b27-9172-2ba97ff5ace2","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":"b79f774b-0522-4ec3-a2da-bf6c8c901eb7","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":"535de72d-ec1d-420e-92d8-4970240634a6","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":"fe83d60b-5305-42b3-8978-171289cae867","block_type":"box","text":"submitting the redemption request.","page_number":77,"box":{"x":59,"y":524,"width":248,"height":12}},{"id":"a76b13fc-e68c-4913-8279-47ac16a056b4","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":"6d27313f-ba3f-4f34-bc9f-902568113b82","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":"09341171-57a2-444c-bc18-df181eed1171","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":"8265cb71-0cd3-4c8b-b442-3fd239b7ab5f","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":"c5f5830a-c0f1-4a22-b409-1ecf81eb212e","block_type":"box","text":"i.e.","page_number":77,"box":{"x":709,"y":608,"width":17,"height":9}},{"id":"393e3d2e-ff08-4ecd-9f26-0fc918fda22d","block_type":"box","text":", “T+1”). However, the Fund","page_number":77,"box":{"x":729,"y":607,"width":191,"height":12}},{"id":"02431dae-eed0-40a0-bdfe-75c015b3fe62","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":"07c4c923-3f72-4e1d-b433-288d26cf4f73","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":"cc7db98e-38d8-4619-9467-12ede8913675","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":"91a5a7f9-ed38-45af-851a-d0d309e41599","block_type":"box","text":"dates and dividend ex-dates (","page_number":77,"box":{"x":59,"y":668,"width":207,"height":12}},{"id":"1fb2e559-3615-4ba1-873d-a79b31e583f6","block_type":"box","text":"i.e","page_number":77,"box":{"x":267,"y":668,"width":15,"height":9}},{"id":"a1234db9-5810-407a-b56f-0102e74d7d95","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":"d6b38364-aa43-4146-83f2-1544e504d0f3","block_type":"box","text":"on the security).","page_number":77,"box":{"x":59,"y":683,"width":113,"height":12}},{"id":"b5ebc481-e513-49f5-a791-b414b1efccc3","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":"06b3dd59-6591-496d-984d-eb7b97202e48","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":"ce7ea4e1-252e-4bd4-8f1d-cfb5669c1165","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":"1a90c1d6-137b-4c14-9ee1-fde09098f80b","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":"d81bffa5-d4b6-4104-a0c7-89f85d1fb860","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":"c52943eb-93dd-4e2f-8696-c0952fc51265","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":"d0fd8c1c-1b0d-4063-97cb-3ff7ff32c89a","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":"b0414fed-8e04-4a06-8ebe-085c143eee96","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":"b069e4fa-e56b-4eea-b396-5156df5dd407","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":"b36ddc63-137a-4ee4-af06-a90c6554a4b2","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":"cf7af540-a241-493d-8f99-f38e7f13c3a5","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":"f37c3c70-c82d-499f-a5d5-29c2b0ccd07d","block_type":"box","text":"64","page_number":77,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"0ba7c949-144a-4b27-85ee-239b64ccd41d","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":"62f4a0ec-59f5-4e9d-95a3-8a619491ba42","block_type":"box","text":"related brokerage and other charges.","page_number":78,"box":{"x":60,"y":82,"width":256,"height":12}},{"id":"5bc5c3fc-d258-4286-91bc-4b82595205d8","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":"4de1002d-fc3e-47bf-8f39-b8b3e2f463ed","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":"e9cb3454-09f7-4ce7-b5ae-e02af3a81d08","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":"4d08ee3b-e628-4f96-a074-6cc25d0898d1","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":"a36fdc2d-6111-4645-b41e-b45a69948a5a","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":"5d575da9-1afe-4362-b319-1ccab6a63ff2","block_type":"box","text":"Custom Baskets.","page_number":78,"box":{"x":59,"y":195,"width":118,"height":10}},{"id":"9a86ea86-2b3c-4dbc-b2b8-11099f4e8451","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":"229b8d53-8495-4cc0-a4c8-225bad90b3f9","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":"9e9741f0-d14d-4607-b125-449bb0d2a6d3","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":"23ce7b0e-e772-44ab-b420-808fd72580e7","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":"e56c711b-1775-4953-8985-f3368621442d","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":"3f92d928-eeb3-471c-9c9f-af31ff012762","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":"602b25b9-883d-4008-a736-425ca2bf8f44","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":"7654d9d2-6ae1-46ce-95af-6eeef9abe6b4","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":"c9913664-a44f-4b1e-8075-1143391ea233","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":"d810e2f0-0640-427f-9dad-1540057caf98","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":"d37745e9-41a4-4b4f-a6ee-6c9183c1d04f","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":"2ecd5e6a-8621-49be-8838-a50bf0b0a707","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":"eac3a03e-1a5e-4886-92bc-e226523bc4b0","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":"778e229c-9a2b-4872-bdc4-90455c56b5c6","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":"349a8ddc-40f0-4a0d-baa9-5c97884d4ff2","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":"c850d40c-5bc7-4a4f-a2aa-7fb0a517233e","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":"05029136-1a1e-4d46-b987-9e9d29160d4a","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":"723e8035-ac6c-4b5b-8e74-341d2db899ae","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":"87fbafec-e19f-4848-aa5f-a2c3de90d4da","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":"ce5e25e5-f258-4df6-8a2f-2c6f1399e120","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":"8fcfaf56-23d7-4f16-abab-2ac49b0b578a","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":"ab7cdb58-525c-4e12-a4bc-0e35697c7abc","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":"58a591c6-fa04-41d8-8b72-e56dcab7b59c","block_type":"box","text":"assets.","page_number":78,"box":{"x":59,"y":537,"width":46,"height":8}},{"id":"e2349122-f797-45fa-a330-032b0fac7f87","block_type":"box","text":"65","page_number":78,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"4f3f9357-80d1-4264-b4f2-e26fab80e5ce","block_type":"box","text":"Taxes","page_number":79,"box":{"x":59,"y":69,"width":93,"height":21}},{"id":"4c4ad0d3-441d-49e7-865a-40eaa0a2af97","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":"2ef783fe-560c-4994-a9d8-efa91cf7ef8e","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":"4e98055f-d831-41b2-b630-0d70571f6540","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":"187a82f2-90f1-4dad-b804-30c7bf292aa8","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":"f3060f08-591e-4911-8c54-3d9db024a027","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":"4a949d74-3abc-47e4-9588-8f65e2400061","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":"679c4add-024b-4532-9b6e-ab343de98344","block_type":"box","text":"retroactive effect.","page_number":79,"box":{"x":60,"y":199,"width":119,"height":10}},{"id":"8650b5cc-1a2b-4123-9d91-d9ca7923ab54","block_type":"box","text":"Regulated Investment Company Qualifications.","page_number":79,"box":{"x":60,"y":225,"width":338,"height":13}},{"id":"e930bce5-602a-471c-a9e8-f7708a6c72b6","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":"3e342fee-3d7c-4dff-a572-4496b45129e7","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":"cabddf0e-e7af-4d8b-9e2c-d18fd68d45aa","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":"c4ba531c-f494-41a8-bf71-f9ec72efb9e0","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":"c75170bd-7049-46b2-9042-4a39a798e948","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":"ecccc8fd-d4a6-49b9-970e-abc227389618","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":"d6ddb1c9-93d7-4fc1-8917-8ef291718c0f","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":"9dffe652-cb44-4b01-9991-4db23a21fb0a","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":"0e6d6a2f-3dec-48ed-9e72-e2d0feaf17c7","block_type":"box","text":"i.e.,","page_number":79,"box":{"x":563,"y":332,"width":21,"height":11}},{"id":"3ad024ae-4706-4ea5-a132-ccd14d8a53da","block_type":"box","text":"partnerships that are traded on an established","page_number":79,"box":{"x":591,"y":331,"width":321,"height":13}},{"id":"106c657e-9d55-4505-a9fb-20e2b2de10ff","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":"4be946bc-d0cf-4f23-8e07-f77b659b8436","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":"5f07f6e1-43db-447f-94a4-648aabae7098","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":"2fa8e845-d4ee-4d38-94a3-fc8bdbcbd3fe","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":"3d505d11-f7e8-464b-9ec6-221f98f2e40f","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":"11b231f5-aaa5-4674-ab79-bc4f0c5e6bad","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":"f823f402-dbd8-4485-ae5e-d7dc3fce0b10","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":"56c9b09c-a750-402c-a191-6464055b393a","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":"86ea8058-192b-4b42-9eef-2ea96e6e3b50","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":"64e73c69-bd0a-4155-af3a-d3ec9c26ce7f","block_type":"box","text":"partnerships.","page_number":79,"box":{"x":59,"y":482,"width":91,"height":13}},{"id":"62cd985a-3da8-4153-8e7f-89bc4f30d86c","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":"48e1d2cc-276d-4ccd-9239-08f4c4966c44","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":"329735ea-0548-441b-8f29-ef6dd860adcc","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":"2b92d697-2dab-4ff0-a4b3-4b2f4f730295","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":"6aaeefac-04e4-43b0-82b3-3f5c4d3e34cf","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":"7cb9fc2b-2d95-4f3f-8b7f-7017249fc200","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":"847e9f9f-821c-47b4-ad21-99e0e1faeeab","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":"ad1cd6f6-27bc-40f0-abe1-36758ece87ca","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":"7d8c7a8b-12cd-472f-80fd-34012d0a4aa3","block_type":"box","text":"Taxation of RICs.","page_number":79,"box":{"x":58,"y":652,"width":121,"height":10}},{"id":"313b70c3-0aa1-4b76-ab9d-1ab6d39461a0","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":"8fa3dca7-5cbd-4e73-8e6e-f0d0c0da5535","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":"2f68977a-ec7e-481c-934d-cac5fc97ea33","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":"58323e3c-6fb4-4282-ba34-4a6d83e58b85","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":"424a9445-c062-4c13-9721-6aef65b07f59","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":"323e5060-77dc-4b6f-8f53-bcb3df3c61a0","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":"d88d0915-f43f-48a3-9d8d-2e7508099827","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":"35fa724f-5a06-45c0-b707-12f01c340a81","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":"b15836fe-f2a3-4818-b585-544412ca690e","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":"c6041a75-1d3c-4fba-9ca5-2f479b363e3f","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":"b33b04f3-b84f-4f8b-9205-f10ed20b48ba","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":"51ba6971-49dd-42d9-96b3-91c39c06f3fa","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":"9343009b-2ee8-40ce-bcb1-4b91b66c1ec5","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":"f411eb07-c9ce-4344-9a23-1cb639515846","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":"170420e7-a5f2-4e7a-804a-078910484e60","block_type":"box","text":"66","page_number":79,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"cc6d754a-1358-4581-b3ab-e11bfad25c6d","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":"4bc5b902-4127-4b13-9bdd-add4d2c8e959","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":"d346e483-5924-4b9d-af90-198de561f5e5","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":"81b8802d-5147-4aad-a332-74ab8edd009c","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":"b744a835-2ff1-4069-873f-0090ebba7e3d","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":"1cdcd49f-7d0b-4731-8db3-638f102673f7","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":"a8c67ddf-7609-4561-ab27-b23425b17987","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":"dfd699e7-3f59-4b19-9cf4-c18e9398ab7f","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":"e58fc028-c75c-473d-9274-c2684c0aaf29","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":"6816dcff-1acd-43eb-9d75-8ed5bf02f836","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":"9cbe97d4-0fc1-48c9-b748-1792403457dd","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":"7a7f8bfa-65a2-42cf-94ef-b30ba2f003f2","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":"daf6720a-d94a-47d0-82a7-f56ee9157ea3","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":"86d3941f-79b9-4cf6-ab50-9f89cbc9664e","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":"05b5c7a3-5e9a-4aa7-ba84-e9c16be98fe0","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":"c408ac1f-a3f0-46bc-97c8-67841f02821c","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":"80cb80bb-5458-42a4-8fbb-521ad44ef6e5","block_type":"box","text":"circumstances.","page_number":80,"box":{"x":59,"y":321,"width":105,"height":9}},{"id":"3f2b7844-d3d2-46a3-9907-7e4a02423396","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":"b240b7aa-2bc8-4ba2-822b-a51bf1728f02","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":"e0e7832a-46ab-4219-b6db-b02cecdf10c9","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":"e6ac499b-e1c4-4053-aff5-28e76e148140","block_type":"box","text":"Derivatives” below.","page_number":80,"box":{"x":60,"y":392,"width":131,"height":9}},{"id":"e82ec32b-aee5-446e-835e-4b4df2f9cfec","block_type":"box","text":"Excise Tax.","page_number":80,"box":{"x":60,"y":419,"width":76,"height":9}},{"id":"10b566ad-58ca-4a39-a3d5-c6e4c68f5f94","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":"1ccf83b8-16dd-459f-9bf3-57e2b8b8311d","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":"54f3244f-66b9-4221-b099-2e59c00289cc","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":"0ee39885-b0dc-4ced-bec2-03c9073b7d97","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":"538868a6-15e1-4511-a5b4-a964ca7e9110","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":"0b8e2a9a-be34-47ef-9778-d94eaf910b4f","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":"59ec0d8c-8c1b-498a-8813-62b033980553","block_type":"box","text":"Net Capital Loss Carryforwards.","page_number":80,"box":{"x":60,"y":520,"width":226,"height":12}},{"id":"f404500e-24bf-4755-9273-28f9d91093c4","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":"fd31d15d-daab-4138-b4a9-f24d595f3906","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":"a8d2ff6f-2874-43f6-81a2-9e37d9b30dea","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":"747d4ead-ce68-43f8-8e7d-0333184df308","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":"0c475c1e-0a7f-4656-ac7d-c1d22f1885b6","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":"cffe484d-f7a6-495c-aa1d-f7f649ce4237","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":"6d755f5e-a3fd-413c-8374-665792f06570","block_type":"box","text":"Taxation of U.S. Shareholders.","page_number":80,"box":{"x":58,"y":645,"width":216,"height":10}},{"id":"47c44425-9acd-4e90-906f-ea63791f8e39","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":"881921bf-cbd2-4d4e-973a-b67a05c4bd76","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":"38d857e2-38c4-4741-9d57-0c20943b88e9","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":"55165bc4-f5d3-4a0e-91b0-2189a9b33b0d","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":"a2566bcc-fa4c-4113-968f-721cc89fbc04","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":"85a3d1e4-40a8-42b9-b206-b3b73fbf7109","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":"65c711fd-460e-48f4-8df6-af20b1a828cb","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":"9b27b97d-2fdb-445b-a6f5-954ef7d4c2e1","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":"e77b75c3-fa3c-4728-b506-738141f88e9c","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":"d45ad8cf-94c4-492f-acd1-0ebfa68b1734","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":"64cba0da-ed3c-47aa-b163-a2546cdb7abb","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":"cb1d3052-188d-4fd9-939e-d961d0e2ef6a","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":"70824665-7cf2-4ec9-a7c0-e86e263cf18b","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":"bc607149-3383-412a-b681-d86ca8587973","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":"5b227cc5-24cb-47da-bf6e-fe09d041085d","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":"c0382a35-9951-49d8-9677-a619c05945e8","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":"6f928a18-f3c7-4bc9-977b-a835e7931676","block_type":"box","text":"67","page_number":80,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"7a514828-1199-4a03-9670-226f7185e9e9","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":"24ec5c5f-8f67-41b1-b3aa-864869b5e6dc","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":"15fda8cb-d195-4ddc-be4e-b93757722977","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":"8e56287f-80cf-4d2f-9282-f70a2cdaf303","block_type":"box","text":"pro rata","page_number":81,"box":{"x":342,"y":98,"width":55,"height":11}},{"id":"b71c94ed-17ec-434b-b030-72acbe6d2bce","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":"1c54ed45-2cf7-4c80-8219-5893987d8e1a","block_type":"box","text":"claims for refund with the IRS.","page_number":81,"box":{"x":59,"y":112,"width":210,"height":10}},{"id":"04a77719-ad2b-48b7-9cf0-3a0079e949b9","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":"d9e71d8b-ca1d-4330-b03e-afa0575604e7","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":"43e98c9b-de07-4659-acc4-45e2b936d221","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":"2be3b546-6368-4a81-a9ae-aa32a8af3415","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":"8d002959-86b3-4f7a-a40c-5f948fa15142","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":"5059f150-3905-4719-b405-73a7935b60f0","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":"c1001a32-fb32-45de-be77-61d025c4622a","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":"9667c65c-5092-46e6-a7e0-c718c5963c81","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":"ceaba6a2-95d7-4503-a269-788c659cbb34","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":"0b944e7e-c1d1-4069-9202-77a37bd44c8b","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":"eb9193b7-39f5-45cc-b83f-48c2e22a7efa","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":"8078390a-db39-4e7f-950a-e83919ee6b6e","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":"2a94ccb3-7269-43e2-b582-1158bfa8060f","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":"c855e942-4912-4331-bc44-de072f593128","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":"1748cffa-4632-4c0e-9878-750aac3400d8","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":"73df0fba-c544-474e-b6e5-91782e28808d","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":"3a0a6c5b-ce29-42df-9ae6-046612993ab7","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":"72ac035d-4e73-452f-b63e-36ba262cd7ff","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":"526e9574-b6a5-447f-92ba-1f63f026d7db","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":"2a53aa79-1257-4e06-abbd-6787e4ee2ef2","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":"815e5942-5000-46d6-9dd6-39989ab6d709","block_type":"box","text":"such amount.","page_number":81,"box":{"x":59,"y":463,"width":96,"height":10}},{"id":"0a8d707c-991d-4042-89cf-23669b47f30c","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":"10b6bf16-8700-4322-b713-e6cfdb78bb2f","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":"c268b976-6b7c-4455-b729-f05ace66cdb0","block_type":"box","text":"filing jointly) and of estates and trusts.","page_number":81,"box":{"x":59,"y":520,"width":268,"height":12}},{"id":"a367c893-ea41-4a0a-9baf-1c6282ac2f54","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":"f8d2648b-5f99-4d30-bbac-b244e1cec568","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":"e485e6f5-92a4-468c-bdf5-5f36fae47500","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":"72dd1f99-5fec-4a5f-a6fd-822a1ba675f8","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":"e01e3952-7fac-4b39-884c-09c95095db74","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":"a12a5730-1bb3-45ca-8852-e3837b4750da","block_type":"box","text":"i.e.","page_number":81,"box":{"x":759,"y":608,"width":18,"height":9}},{"id":"56767b0f-2acc-4139-af28-6b689baa5723","block_type":"box","text":", the date on which a","page_number":81,"box":{"x":779,"y":607,"width":146,"height":11}},{"id":"35b99c3f-3f62-48db-bfb1-cc0faf1cb175","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":"a8e9139b-e3c3-4669-a3ea-4f16c9b704e9","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":"975b5909-49f1-4056-a850-b3931ec7eb10","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":"05e9eadc-8349-4b99-bd2c-dd651ff3155f","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":"354c7442-5c0a-440b-8781-0b983fb8c5ca","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":"2dc6f404-e71b-4d67-8c9a-83f6310f648a","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":"ee4f12f0-3aa8-4791-9d96-c8d29c7e2911","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":"46eaa5d7-0433-401e-990e-c75c50f2b5eb","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":"e8a4aa1e-aae0-4676-9e26-33dfcd42433d","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":"d63cd973-dfd5-470c-a842-c55a7e0fc076","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":"3b5879e7-354d-434c-a303-4f026a947076","block_type":"box","text":"Sales of Shares.","page_number":81,"box":{"x":59,"y":796,"width":112,"height":10}},{"id":"045b881b-7f4f-4d53-979c-96dcf17c22ce","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":"27f13891-1830-45b6-83fe-4ff093f3a2a3","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":"c1b541ea-fcdb-43f3-a5c2-9bd95cfb93c7","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":"2249dc60-a046-4b44-81df-957461a6063f","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":"482ba68c-2b63-4894-b195-9196b09fad38","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":"f447ec88-a6e4-440f-bc4d-1825a5582dfd","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":"030d3630-94cd-4326-be4a-35c6f9710307","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":"5d02b6d0-5e49-4658-9238-832fdf1c7e89","block_type":"box","text":"68","page_number":81,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"56ecaedd-c4bb-40b7-abe3-b4073f8a195b","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":"9542b3e6-5452-463a-80e4-a69d71ee3835","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":"f6bddc34-4b61-4700-b896-7fbfcbd7e650","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":"0c0cb379-1be2-44ba-b8a5-1d400fa5787c","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":"f2ad81e5-211d-4b9c-ba81-2eea48e29b36","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":"232f84f1-111a-4649-a34b-029b0b80b205","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":"7b5ffd1d-4e4b-4b85-b39f-4e42003a3604","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":"a2bc22ed-c478-4ff2-b9ea-7e29dc921d02","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":"bbf779a0-c6b6-472f-b982-99b749f6011e","block_type":"box","text":"e.g.","page_number":82,"box":{"x":429,"y":187,"width":22,"height":9}},{"id":"b4e45ef3-e8cc-4f6c-ac82-59c4df373b48","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":"6276d186-635d-4383-b5b1-470f5c62ba74","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":"ed4a4cfa-b1b1-4db7-9225-8d3340ae35ed","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":"2fbe84d8-e65f-4fbc-bad5-964fc074449d","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":"3d863357-7da2-4d0c-9e17-b52c638027d4","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":"7c0cbdfe-2112-46b9-aa24-f23f7c5ad7a7","block_type":"box","text":"mutual funds.","page_number":82,"box":{"x":60,"y":259,"width":96,"height":10}},{"id":"7ae9fcc6-3611-43e8-90af-d95cf7aa5173","block_type":"box","text":"Backup Withholding.","page_number":82,"box":{"x":60,"y":286,"width":149,"height":12}},{"id":"0b553f19-3ae4-4ac1-8eba-38c567b47bbf","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":"3efc5cd3-edf6-4662-9a4e-595830cc6649","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":"d47cc553-4dca-4905-89c1-31792c88baea","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":"9e5bb10a-a86f-473d-b142-c02317f83439","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":"68138da6-4ea9-4dc3-a93b-fd2b420ee295","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":"a3a9d2a7-d964-43c3-b9b4-7d09efadcc74","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":"70d6b10d-9dfe-40dd-85d1-f66850a113b0","block_type":"box","text":"Sections 351 and 362.","page_number":82,"box":{"x":59,"y":388,"width":159,"height":10}},{"id":"46059423-042f-41a0-aa86-d9de9dfad184","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":"d032f76f-b01b-449a-9d80-48411b014669","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":"604d200e-2a02-4e95-acd3-57e9a0ee5f1e","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":"5a04ca16-86f2-4c8a-99eb-30440e9386a3","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":"1ba5fda8-91a3-4706-a6d6-7a900905fb19","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":"88b95e04-1cc5-427b-8f45-f33ada1da4f2","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":"5480a06c-b535-4715-9320-2c3103ca7877","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":"be0d81bf-1155-4cfe-aa2a-4c7ec8a57fec","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":"2f748eb5-5f41-4ffe-9560-227f6e8bb7a7","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":"1fb645e9-34e8-49dc-88b8-0be7660b568e","block_type":"box","text":"Taxation of Certain Derivatives.","page_number":82,"box":{"x":58,"y":535,"width":225,"height":10}},{"id":"4bea2398-2585-4aea-938c-5a11e585af62","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":"b3286203-1ce9-4d5d-8d7b-6efd3d0e4889","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":"5c1f025e-d3d8-45ca-b133-5f99a5652d9b","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":"05c8df8e-de6d-4b17-92d3-579d9042f4b8","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":"9eb85779-6fe5-4700-a935-973625ce4b63","block_type":"box","text":"i.e.","page_number":82,"box":{"x":850,"y":582,"width":17,"height":8}},{"id":"46aff534-4007-492d-ad9f-c0104b7f624a","block_type":"box","text":", may","page_number":82,"box":{"x":870,"y":584,"width":37,"height":9}},{"id":"3df6663f-61d1-42c8-a67f-ecff3d4b7190","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":"b7ac2645-40de-4867-9e11-0456041fbe5d","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":"6178195c-6fde-434f-9295-d69c990e2d5a","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":"805fcfee-863a-4036-9aad-d04a54e7e6e4","block_type":"box","text":"i.e.","page_number":82,"box":{"x":682,"y":627,"width":18,"height":9}},{"id":"3a76b492-9f0e-4269-8f0e-6d35b554c4c2","block_type":"box","text":", treat them as if they were closed","page_number":82,"box":{"x":702,"y":626,"width":235,"height":12}},{"id":"7ebbb423-14cc-484c-b0f3-9f747a4f17d3","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":"ee801a92-0514-4c1e-a2b4-daab7ab8d315","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":"34495826-9336-4911-b897-56285f30f119","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":"2f0b125e-afdb-499a-a7d9-b8ed4e49c5b1","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":"5abc054c-5adc-4836-a273-13269e946eae","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":"e9b3bbb7-56c9-48e7-85b9-0f3fa2428589","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":"95525269-18e0-4666-90d5-2a46473b57f6","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":"433c2aff-3d24-427a-b896-58e18ad4f353","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":"9be32c1d-ac70-468a-8242-efdf9451b6cb","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":"1533927d-5339-4692-88c4-a243c21a9905","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":"833f8aa0-6988-4a9f-8ee7-39e08cd7fbec","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":"c811dd1c-bff7-4c8e-8307-6485b9308140","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":"e3eeb940-9dd6-4c5c-8199-de18beda649b","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":"aa14e553-f90e-44b0-ad9c-917e31c2cea7","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":"1e897e96-3899-4c7c-a59a-a0b5dd884d47","block_type":"box","text":"69","page_number":82,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"0e288a5e-ae92-479e-94e3-bcffb99b9030","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":"26dba0bc-1b57-46b3-bf6f-20e37d48b763","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":"2f896d9a-0a73-4bde-b8c8-9423a0bfb0d1","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":"e966020e-cac1-4155-8c45-2a26974e15c6","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":"52d06f77-0454-410d-8081-1a8e844f7337","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":"397a7720-79ec-4231-bec8-fcb49dbfa29c","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":"63ca39b0-1022-4f1b-8e1f-8779c7fe9878","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":"361dc83d-0438-4de0-a847-e51c917da86c","block_type":"box","text":"Qualified Dividend Income.","page_number":83,"box":{"x":59,"y":184,"width":196,"height":11}},{"id":"c4af8ad0-90f0-49a3-87df-94537dfa111d","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":"534de18d-89a1-4a87-802f-73d489ee3b20","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":"83b2279e-0979-49dc-8072-3e09cec4191d","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":"4fb077ef-83b9-458c-a785-9e9c90d10516","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":"753263d2-3de0-4fca-89ae-59415fe98fde","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":"6bb25544-3f35-4079-9b32-8ab859912a84","block_type":"box","text":"certain non-U.S. corporations (","page_number":83,"box":{"x":59,"y":259,"width":216,"height":13}},{"id":"9655e0e6-67a5-4e87-815d-d15732845b06","block_type":"box","text":"e.g.","page_number":83,"box":{"x":276,"y":262,"width":23,"height":10}},{"id":"219ff3ef-3730-4c74-bfff-6daf54df1606","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":"fe7c0293-1917-4f60-9f47-b678dfa1a107","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":"d2bf1ae9-bd4e-4a7b-afb9-13c7eb6b3349","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":"eeaf1541-d4d6-4cd7-a6ce-e83bbcd03783","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":"ba7f6443-5bc1-498b-94dc-b52b5944c9c1","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":"59d2fc91-aaeb-4582-b1e2-ba1fea941373","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":"23915dcc-c113-4e6c-b4df-11b8bf17d711","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":"5f7ecfa4-b2b3-4c80-92b2-7b93c156c656","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":"58aec0c9-552b-45ab-adda-43711c3c2163","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":"10bc3538-0dd1-4232-bc95-de36eb7bfedb","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":"4186bb51-81ce-40a0-b65f-09507807f8e6","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":"8a2f7eaf-de52-4a90-b7af-b5b5b6f2c703","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":"95da4226-ee61-4077-a489-7105cfafca78","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":"8b53d084-cdf1-424e-bb68-bf71f01c44b1","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":"cd63ee1f-8b16-4b52-9b3a-21dc0cd709c2","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":"b9b15936-7669-43b0-bb83-98a033abb6e8","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":"520dd95b-39b2-4096-ac84-70d84fcdb865","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":"f4eaa313-35cd-4114-8697-7e3f9effcaf1","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":"5193cc28-0209-43cb-b2c9-61637e9364ef","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":"2a9767bc-810a-42b2-af04-b420fa8d639b","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":"80f1da78-f71c-453a-a44b-c5c02c7bb0aa","block_type":"box","text":"ordinary income.","page_number":83,"box":{"x":59,"y":573,"width":118,"height":12}},{"id":"5ce87360-14fb-4141-8e02-dc533c2aad34","block_type":"box","text":"Corporate Dividends Received Deduction.","page_number":83,"box":{"x":59,"y":600,"width":300,"height":12}},{"id":"12d1d93f-99af-479a-b72e-d3caa884f2d6","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":"8713a2f8-b6b3-42d7-adc1-7c3688564604","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":"62f443c0-a922-4a3e-9565-8d844fde4b49","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":"a97c2988-63b6-4547-9ad3-2f7689d33d92","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":"3aeccfcd-4ac0-426a-8cfa-8f5775ccdd94","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":"71d003dc-065e-4840-aea4-3faccf289ae2","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":"c78c8a8c-470f-4279-9ee1-28903ecc374a","block_type":"box","text":"to the investment.","page_number":83,"box":{"x":59,"y":690,"width":126,"height":10}},{"id":"b836eb52-0c15-403f-b6d6-f06c7bc2ab09","block_type":"box","text":"Excess Inclusion Income.","page_number":83,"box":{"x":60,"y":717,"width":179,"height":10}},{"id":"a0b081b3-d096-43bc-b4f6-160fa8b2fe4b","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":"214f59b6-6e02-44e3-8bea-6e5eecf4050c","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":"6719df46-f766-49ef-a5f7-8843e73893ea","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":"ad0489fa-13f8-4a75-9e7d-f2a8f37da0c0","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":"4ffb5130-57fa-43e2-a3c7-b92fa479403d","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":"4ed3e613-5eb9-4f9e-87af-409141ed1161","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":"de0675f2-a0c8-49ad-a280-d6886f9c6393","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":"537101bd-6aa2-4397-aff7-308416f233eb","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":"19b39827-5c55-4dd9-b818-4471e63bcea8","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":"2d3bbb9f-437e-475e-b5e3-ea1e0ae2291f","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":"3062008c-8b0b-4f8b-83b4-06c0ec127b58","block_type":"box","text":"70","page_number":83,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"6b50bca4-aed7-4dd2-8ee5-22b242b80d14","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":"66ed8b71-0c93-47d3-a1e7-467d3e49d630","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":"a2887f19-fb75-4557-816d-8dda65ce7edb","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":"761c5753-4790-46f1-9106-f0c68ab996f6","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":"f2a43db2-a5fa-4e3b-add2-f6d253d3fc2a","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":"d5cf52f5-9226-41fa-ba63-c776f1f8b371","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":"6df6ec26-9939-418d-b2f6-f29f2f9f9833","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":"d319496b-7b01-4681-bcad-6089e1ac668a","block_type":"box","text":"attractive investment opportunities.","page_number":84,"box":{"x":59,"y":185,"width":249,"height":11}},{"id":"945e0f73-15d8-4c2a-b938-1c62979875a0","block_type":"box","text":"Reporting.","page_number":84,"box":{"x":60,"y":211,"width":73,"height":12}},{"id":"a3c2ff29-7cca-4396-b680-4552725aa193","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":"c85c3102-ecd8-46fd-9f1f-ad2d4bb3e042","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":"0553b4d1-75c4-4e83-be62-131c22a96baa","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":"d1b3a6fd-fd44-4e13-aa93-f5de34f65eb5","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":"45246a3a-4939-4006-9e7d-c22bccdbcd7e","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":"f536d8af-6e2b-4510-8ba4-421c8c18e7c8","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":"9f512ad5-849f-4e7d-afe4-50c7841259e1","block_type":"box","text":"Other Taxes.","page_number":84,"box":{"x":59,"y":312,"width":89,"height":10}},{"id":"f76b9843-5736-4b56-ba27-88cd9618ef7b","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":"86e1142e-839a-40ff-87e4-924172e8865b","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":"c482d4fc-8d88-4edd-8f27-262273a3782f","block_type":"box","text":"Taxation of Non-U.S. Shareholders.","page_number":84,"box":{"x":58,"y":354,"width":253,"height":10}},{"id":"6ae497db-0629-4144-8202-600b51bd15de","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":"9934d4dd-0eb1-42e4-9645-2408a884a1db","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":"cdb5d6dd-7f00-40cb-a397-3dde9fa5e2b7","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":"9b08ddbd-a676-413a-a181-00132a47ceaf","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":"aca080cd-d6a2-4248-bfdc-bb713dd36fb7","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":"fe378b5b-7ba1-4dcc-91d7-72db96d94604","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":"e0e3ac32-f8a1-4fdd-9ee8-18e8d02cd5cd","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":"2ed82d99-827c-4af1-b548-724aa913fe7d","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":"a00fe77c-7d2e-4ef7-8e8d-55baf3220881","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":"c863dcc6-32d3-4f2b-a791-c1dd816c5588","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":"7d6207a8-9cdc-4dea-9ee0-08dca7343499","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":"f3cada72-5fd8-497a-801f-1129d0e6dfa0","block_type":"box","text":"appropriate rate.","page_number":84,"box":{"x":59,"y":521,"width":115,"height":11}},{"id":"cffc14c5-cec3-4548-b191-f6827a4c3fca","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":"549db411-735d-476a-9675-39223b0bab06","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":"d7bbfa7e-c3be-49ee-852f-ff1c5d4602cd","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":"c047f2f6-8976-4fc5-8962-3b06f2f4a39d","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":"fc397bce-43b3-4c32-a28c-48201c9e66da","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":"cae77c2c-d535-4f0f-babb-2a92714a7fed","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":"ef9933bb-4746-4e71-8787-266c9dbc5f20","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":"12032801-04c2-449a-809b-dfdfe2fc178c","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":"3b75b593-d446-4a31-97ae-e7982f3b5325","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":"edcf80fc-24b2-426b-8d92-70cec12014ec","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":"8bd7b75f-a6ff-44bf-8a62-3dc1d1248ed4","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":"7cfe7727-b4ec-46d6-a1ce-dfd311b80b83","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":"4025ce37-1144-4577-b99f-7099fb3df119","block_type":"box","text":"these rules to their accounts.","page_number":84,"box":{"x":59,"y":728,"width":202,"height":10}},{"id":"80e1af91-a7be-47c7-b93c-f36c38300390","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":"d8c3471a-5a69-4420-91b8-5c7171bb4c14","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":"16b02b89-3883-461e-9cc8-16e8ed2bd1e0","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":"1d7d4a4e-a600-4871-b579-61a6476264a5","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":"02336ae5-5d59-4407-a72a-e5714416c516","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":"d298e656-6fac-4725-836f-a20a893e70c0","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":"c5faf8e5-a13c-4119-81d6-d4dde0d208ad","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":"a1bb2e00-1cb2-400c-b376-468b450c1c4a","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":"38e90106-61d1-483a-9644-ec27ed2c7959","block_type":"box","text":"71","page_number":84,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"51625e90-dd74-4606-9510-99a0f7565602","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":"ca3b8ef3-341f-4060-a421-60785cf90cf8","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":"d081dc0c-abcf-44bd-9e0a-3947d9528b4e","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":"7becb98b-27df-4a0d-8c85-5ef37184da87","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":"f907664e-1679-4e23-baf6-532d8f607f56","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":"c2f26e96-2d07-4a4a-bfa6-48b4aca8b1fa","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":"a65459fe-0495-4f1a-830e-2d5124b357d0","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":"1b986e31-3623-4180-9b72-2ae2ee159adf","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":"9dc9fcd1-efb4-418c-9a9c-706dd6b20da9","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":"c25f39f5-acb3-4b11-bf91-401e8eb3a40c","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":"b9439e34-c765-4057-bfe9-2ffbc57f9b4a","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":"d0d392a8-c542-4852-bf47-c0e580daf0de","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":"dea76836-318f-47b4-9091-b2a42d4832f4","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":"9dc8d359-6969-4f31-99a1-71307c5dba92","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":"790bf387-aa2a-4c19-a013-d5c776af2ae9","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":"31209e09-3347-4c68-9a00-c83dcccb4e0a","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":"ff195826-8462-453c-87f7-ced2bd3969b0","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":"79c3445a-0067-4ff4-acfb-db913ea4813e","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":"43e6e825-9359-4110-8117-1235980604fe","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":"bdedb8cb-ecd0-4459-818c-8356a1eab8d9","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":"7b1a8076-804b-4193-8080-79f70f1dad36","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":"2e46cf17-34f1-4ea5-8f01-439ffe7a6a0c","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":"4ba7a6bd-0f88-4832-9992-c3909321ca66","block_type":"box","text":"unless certain exceptions apply.","page_number":85,"box":{"x":60,"y":433,"width":220,"height":13}},{"id":"984040a7-5947-4c99-ac33-fb0980e59667","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":"c7fced29-8320-440f-b410-90a42d44634f","block_type":"box","text":"estate tax.","page_number":85,"box":{"x":59,"y":476,"width":71,"height":9}},{"id":"fbe690ee-ccd3-445b-aa5b-e71fe9f249e3","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":"59181b0c-c4a9-494b-8388-964f4d8e478c","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":"9a4e39a2-1b3a-4662-a44e-99630715699b","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":"87810f2c-8c12-4a15-9292-6e55da059cf9","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":"293de7e1-cdaf-48fe-acb2-6800f0c3c043","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":"dd6395c8-e83d-4f9b-b74b-19b1583d3f48","block_type":"box","text":"discussed above, and such changes often occur.","page_number":85,"box":{"x":59,"y":577,"width":337,"height":12}},{"id":"a0fdce4e-252d-4c9c-af13-7c39b6ca8a1b","block_type":"box","text":"Financial Statements","page_number":85,"box":{"x":62,"y":608,"width":348,"height":23}},{"id":"6a83600d-bd68-4f5f-8c67-804d4f7dc5d0","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":"d3ad6174-6280-4ee2-8f28-a93ee7570ee1","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":"9eeb1291-db41-46c5-b5e8-6ea6d13b5580","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":"cef7f523-505b-4e70-bd74-47d0bbe37efb","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":"cd05dcec-cc6c-4adf-8aa0-b4f8bd7a7049","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":"84c5a78a-85ea-4d06-9425-66762913b632","block_type":"box","text":"Miscellaneous Information","page_number":85,"box":{"x":61,"y":740,"width":445,"height":23}},{"id":"e7636a78-6a0f-45c7-b651-96b15a124689","block_type":"box","text":"Counsel.","page_number":85,"box":{"x":59,"y":781,"width":61,"height":10}},{"id":"b0406514-c8e2-49d7-bc6d-0ba9895e941a","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":"952e8cf4-997c-499a-a89f-71f1f9b2fa8f","block_type":"box","text":"Independent Registered Public Accounting Firm.","page_number":85,"box":{"x":60,"y":807,"width":349,"height":13}},{"id":"a8557224-a01b-44f7-a136-b9ef9aa8aac7","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":"d62bc871-8239-4021-bb86-ed2381aa5f6b","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":"079e7132-7670-4327-9a4b-eb0bb3e5bd79","block_type":"box","text":"financial statements, and may perform other services.","page_number":85,"box":{"x":59,"y":838,"width":376,"height":12}},{"id":"44616a03-dce4-461b-b499-8d97e85bdb5d","block_type":"box","text":"72","page_number":85,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"caa7f1b6-6953-4d70-8c87-dd0b38626702","block_type":"box","text":"Shareholder Communications to the Board.","page_number":86,"box":{"x":59,"y":67,"width":312,"height":9}},{"id":"5f6e86e8-aeab-49f9-80fe-1aa11229277e","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":"9c31a846-fd83-40a1-9e6d-0a2e65c35fca","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":"d374087a-de30-4e4a-9b66-3a730dcb5e33","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":"f73611b8-3fc9-4a9d-8cca-fe24888626ff","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":"691c5b45-1185-4053-b6d0-95272fd0e216","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":"40f40319-61da-4f42-bd71-c2fbafbe7c95","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":"5b3b407d-3d91-47af-b73e-a38d7d6331a6","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":"896714d3-4bdf-4280-ade6-4d9c1e9f946c","block_type":"box","text":"Trust and reported to the Board.","page_number":86,"box":{"x":59,"y":172,"width":224,"height":13}},{"id":"51c84eb7-0d91-4ad4-93ad-0f9fd725f856","block_type":"box","text":"Investors’ Rights.","page_number":86,"box":{"x":60,"y":199,"width":122,"height":12}},{"id":"5c923ef3-f4e9-42a9-a02a-be64bb2096f9","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":"452d7ade-8df8-4e2c-b65d-6ca6b9450ee3","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":"bc784a09-c645-4d95-a6b9-e71f430e32e9","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":"0e6568b0-9f61-48cf-9f56-a051f5571155","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":"385ac4f4-a883-4a64-94d0-7f80d6f3f46e","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":"cae72b5f-27a4-48af-ad35-346ab4354dff","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":"59880227-fbb1-4a5d-8ce1-52d42df46ed7","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":"06987b8e-f6ea-42dd-b0c7-7bdd28807c8f","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":"47c54829-5ecd-423f-a0b3-084a105f49f9","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":"c2ab3399-180f-442e-8b60-b0b508b35bd1","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":"52592bf6-9961-4f42-9335-bd06d0da1015","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":"fbf22018-ba85-49f5-b707-e2e22c6b0327","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":"cfcd93a4-d3ab-449e-9223-4dad9f246e6a","block_type":"box","text":"73","page_number":86,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"b81bb621-b11a-4b3d-bdca-d1803d0247c8","block_type":"box","text":"Appendix A - Proxy Voting Policies","page_number":87,"box":{"x":59,"y":67,"width":578,"height":30}},{"id":"b0e7a345-f52d-4084-9f4d-b09da1b0f2ef","block_type":"box","text":"A-1","page_number":87,"box":{"x":486,"y":916,"width":22,"height":9}},{"id":"709db94e-b495-4d6c-a315-7eb4131a21a8","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":"0bd4dd7a-4c5a-4544-ab05-3bb223f63af2","block_type":"box","text":"Proxy Voting Policy","page_number":88,"box":{"x":334,"y":100,"width":332,"height":29}},{"id":"6db3c6b8-3a86-4be1-8184-f096da68747e","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":"f45dc128-d0b5-42e5-a65c-c4ef0e93f17c","block_type":"box","text":"Effective Date: January 1, 2025","page_number":88,"box":{"x":60,"y":170,"width":217,"height":12}},{"id":"512644d3-5be7-474c-8a8d-342636616378","block_type":"box","text":"Last Review Date: September 16, 2025","page_number":88,"box":{"x":60,"y":196,"width":275,"height":13}},{"id":"cfe76eed-e9c4-4176-866f-47a48ad024d6","block_type":"box","text":"________________________________________","page_number":88,"box":{"x":58,"y":233,"width":327,"height":1}},{"id":"6a102667-e917-4bdd-bd8a-62faa353d840","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":"47468abe-71e6-4552-a8ca-8019a80d3350","block_type":"box","text":"□","page_number":88,"box":{"x":59,"y":276,"width":15,"height":12}},{"id":"2886efda-87e0-46c0-8c4b-898a0f62218f","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":"39afccb5-0fd8-440a-a959-45799c22f277","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":"f4aa0983-9b5b-4827-b447-11aea8537f49","block_type":"box","text":"□","page_number":88,"box":{"x":59,"y":329,"width":15,"height":12}},{"id":"bbc6f5a6-40ed-4750-a0f8-28445e421893","block_type":"box","text":"Money Market Funds","page_number":88,"box":{"x":80,"y":329,"width":148,"height":12}},{"id":"d41bbc5b-9fc3-4e74-b455-d3b98c444a65","block_type":"box","text":"□","page_number":88,"box":{"x":59,"y":356,"width":15,"height":11}},{"id":"1a3f0ba1-8f55-4a50-9d75-5ede7f34b63a","block_type":"box","text":"Closed-End Funds","page_number":88,"box":{"x":80,"y":355,"width":126,"height":10}},{"id":"98ac397f-8257-494f-b42c-86c4e0314001","block_type":"box","text":"□","page_number":88,"box":{"x":59,"y":382,"width":15,"height":12}},{"id":"d6f2ce6d-fecd-4282-9097-c381ff228eca","block_type":"box","text":"Other","page_number":88,"box":{"x":80,"y":382,"width":39,"height":9}},{"id":"472903ec-d01f-4eee-b96f-fa1bc56ed554","block_type":"box","text":"________________________________________","page_number":88,"box":{"x":58,"y":419,"width":327,"height":0}},{"id":"7e67d904-7df6-41d4-a573-2c4cc978b028","block_type":"box","text":"Objective and Scope","page_number":88,"box":{"x":59,"y":434,"width":147,"height":13}},{"id":"403bc459-12a5-49c0-86fa-fff45afd6bb7","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":"f57c78bf-08f8-435a-8f5a-54c2ef582d9e","block_type":"box","text":"Policy / Document Requirements and Statements","page_number":88,"box":{"x":60,"y":487,"width":356,"height":13}},{"id":"6ae7e976-cd11-4d6a-bbc2-9bc7aec9de4f","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":"74f6b18b-c1ce-4c48-89c4-646b546109c0","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":"a7e01e1a-5a0a-4c6f-852d-11c21c011a71","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":"b2278602-88d3-446f-ae18-5dbde9089d59","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":"8876f119-3964-418f-bdd8-08135f36ecad","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":"12d931be-4df4-4b66-b9d4-a93c90eb1afd","block_type":"box","text":"agreements.","page_number":88,"box":{"x":59,"y":591,"width":86,"height":11}},{"id":"4490e89d-fdc2-43f1-8a51-ee4f54aa125f","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":"c4c5e577-f804-499f-8dee-5fe4eca04b26","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":"3687168c-7182-4908-b38e-92dc49c45eb8","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":"60fbe0ff-41af-4236-9b32-e5482caf0687","block_type":"box","text":"any.","page_number":88,"box":{"x":59,"y":664,"width":26,"height":10}},{"id":"66a93e60-0a66-461a-9d85-0b603e8ff579","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":"8fe45380-d49c-4330-8edc-f3e3d324c155","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":"d6996907-4240-444b-9751-3e3f2b499244","block_type":"box","text":"Conflicts Management","page_number":88,"box":{"x":59,"y":729,"width":164,"height":13}},{"id":"7221c4de-b38b-4c30-803f-c5da862ada8b","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":"908f3637-10cd-4ab6-8f07-d8c86a56de91","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":"f79aee69-bc29-4c44-a396-390349005d09","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":"06fad3ea-c360-4150-a615-16793aefba63","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":"498d003c-f213-4988-b472-15d98ce50d2b","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":"3eafb50a-b4e5-47a0-89f1-6175abffda0f","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":"5f5901b8-facb-400d-9de1-b82d7a6cdd87","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":"ffca040b-7b54-433e-8ed0-fc1efed966fd","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":"f4759e40-ef49-462c-984e-02af439c3a89","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":"d14ea99c-4318-48e5-b1a5-9e2110336860","block_type":"box","text":"A-2","page_number":88,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"2735b1ed-3f99-4455-b00b-fa92589e0cfa","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":"3a83c613-655e-4a7c-b21f-874aa6172758","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":"0b99e708-d75f-4584-a69e-5335b9d1d26e","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":"31f07008-0399-48aa-aed8-e4702d3c4fd6","block_type":"box","text":"Reports to the Board","page_number":89,"box":{"x":60,"y":123,"width":147,"height":13}},{"id":"3d9fa616-c393-4d43-acdb-957cf9ecb41e","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":"4e3acba9-17a5-40cc-8f5e-824865a37ede","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":"02ed5d9f-8425-4354-b4dc-b05d4b8eceec","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":"a76624b3-b2f1-4f30-b93f-0481ce9521e2","block_type":"box","text":"that have not previously been reported.","page_number":89,"box":{"x":59,"y":195,"width":274,"height":12}},{"id":"514c7541-a041-4e06-9f20-c1167f0668da","block_type":"box","text":"Appendix A","page_number":89,"box":{"x":59,"y":222,"width":85,"height":12}},{"id":"2df3c43a-f8b9-4678-ad27-b4121de3b8e8","block_type":"box","text":"BlackRock U.S. Carbon Transition Readiness ETF","page_number":89,"box":{"x":60,"y":248,"width":336,"height":10}},{"id":"6df7415e-785a-4a96-82b2-4bb07ba6f97d","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":"85b685e4-612a-429f-a5ed-953a09350ada","block_type":"box","text":"A-3","page_number":89,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"db160cfd-9679-4ff3-8836-4d8180b21d46","block_type":"box","text":"BlackRock Active Investment Stewardship","page_number":90,"box":{"x":139,"y":67,"width":721,"height":30}},{"id":"74915e06-600d-4480-81e1-f5296ab5876b","block_type":"box","text":"Global Engagement and Voting Guidelines","page_number":90,"box":{"x":59,"y":111,"width":304,"height":12}},{"id":"4cd4ecce-2317-49b3-89b3-c327940c64a7","block_type":"box","text":"Effective as of January 2026","page_number":90,"box":{"x":76,"y":137,"width":198,"height":13}},{"id":"ab678fdf-c9f5-4cd0-89d9-d45735de8013","block_type":"box","text":"Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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A-5","page_number":90,"box":{"x":483,"y":237,"width":373,"height":9}},{"id":"04943f9b-9116-4e31-8f9a-20f309cf81b0","block_type":"box","text":"Our approach to stewardship within active equities","page_number":90,"box":{"x":141,"y":256,"width":356,"height":12}},{"id":"7f0f9165-23cb-4208-9ea3-acfcd62a1b3b","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":90,"box":{"x":502,"y":256,"width":355,"height":9}},{"id":"a18bc483-67e9-487b-8547-a221a08cd899","block_type":"box","text":"Our approach to stewardship within fixed income","page_number":90,"box":{"x":141,"y":274,"width":346,"height":13}},{"id":"8d4e3c1e-72bf-428e-bd7f-42870ee14e6c","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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.A-10","page_number":90,"box":{"x":261,"y":351,"width":596,"height":9}},{"id":"89e32657-34c2-4d30-b094-5de60ba132e6","block_type":"box","text":"Transactions and special situations","page_number":90,"box":{"x":140,"y":369,"width":245,"height":12}},{"id":"ff848a74-d0a3-4692-98e2-9f67e1935371","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10","page_number":90,"box":{"x":391,"y":370,"width":466,"height":9}},{"id":"9aa674cd-7aa0-4718-bd60-6ff0e064d7b6","block_type":"box","text":"Corporate reporting, risk management and audit","page_number":90,"box":{"x":141,"y":388,"width":340,"height":12}},{"id":"11e78e44-01c2-462a-bf33-85d9e3dbd3c8","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-11","page_number":90,"box":{"x":483,"y":388,"width":371,"height":10}},{"id":"7b51983f-c876-4122-b5e8-ade30486bfea","block_type":"box","text":"Shareholder rights and protections","page_number":90,"box":{"x":140,"y":407,"width":243,"height":12}},{"id":"0c1e25f5-6022-4573-984b-db3f862c380f","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-12","page_number":90,"box":{"x":391,"y":407,"width":466,"height":9}},{"id":"d6d02515-d6ae-4172-b548-a9582c06ca72","block_type":"box","text":"Shareholder proposals","page_number":90,"box":{"x":140,"y":426,"width":157,"height":12}},{"id":"c8d74cf2-638e-4b3d-a58e-c3496750b99f","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":90,"box":{"x":300,"y":426,"width":556,"height":9}},{"id":"91e2f553-7c3a-4135-a598-572d068c33f2","block_type":"box","text":"Corporate political activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":90,"box":{"x":141,"y":445,"width":715,"height":12}},{"id":"08a71f8c-515f-4597-b2b1-05d4a977dc4d","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":90,"box":{"x":141,"y":463,"width":373,"height":13}},{"id":"c7a3cabf-8c16-444d-b1f1-b1d8f7f3b4e1","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-14","page_number":90,"box":{"x":515,"y":464,"width":342,"height":9}},{"id":"4a1b5b02-cf56-463d-b6a3-be788bccb0ba","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":"f8a6bc55-4b56-4e59-ad2b-2abe1a160e22","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":"c1327d2d-72eb-4d83-a985-d81232fc497b","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":"98057d12-2d26-4694-b284-21f3f9c551a1","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":"6a21d7b0-9f52-4f04-9fcd-41b88929269e","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":"9e926850-7085-4e33-a49c-d8bcc5f30d9c","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":"ee474a57-a138-4e24-ac35-1dcb7a38f5eb","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":"c0a6fb05-8380-4b6b-b8c0-08389b51bce7","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":"d61c4844-806f-4d0d-8a84-fd994c23185c","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":"6ae113a3-a07c-4ec7-b480-3677787dd711","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":"5ae706b5-a058-4eee-95b4-cd78cb98fb13","block_type":"box","text":"uity","page_number":90,"box":{"x":901,"y":814,"width":20,"height":9}},{"id":"4417c0a6-d263-49c9-a94a-6ed5e43772f1","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":"f443fa49-af20-49e5-acfd-0bfb5843f77b","block_type":"box","text":"e","page_number":90,"box":{"x":921,"y":828,"width":5,"height":5}},{"id":"aa2f9ad6-f57c-4272-9428-25065e50f3d6","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":"adcb6f01-78a1-42b8-9ab9-53e793c46fe8","block_type":"box","text":"ers","page_number":90,"box":{"x":916,"y":841,"width":16,"height":5}},{"id":"0b42d3f4-4587-4a3f-89cf-a9c22506d4ff","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":"a2264f83-f39c-4b0d-9a09-267c42a94ef8","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":"2a1443d2-cccd-4414-be73-c5ba4512b391","block_type":"box","text":"lock the","page_number":90,"box":{"x":895,"y":866,"width":43,"height":8}},{"id":"20833d3e-b8cf-4782-a2cf-0dbcb558f7e0","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":"a0faa615-4b3f-45b1-8968-6d125ff6b3ab","block_type":"box","text":"ntly","page_number":90,"box":{"x":908,"y":879,"width":20,"height":9}},{"id":"9ce477b1-fc70-472f-b22d-54ac6750e9c7","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":"db7ef93c-5b8e-47b6-baca-e9fc7033c171","block_type":"box","text":"A-4","page_number":90,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"a026f282-17b6-41d5-912e-7f7fcad79801","block_type":"box","text":"Introduction to BlackRock","page_number":91,"box":{"x":60,"y":67,"width":187,"height":9}},{"id":"378f9e2b-dec5-4698-a3a9-3b622cc255d6","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":"baa0ecf5-6b56-4ca9-9838-5fec087f543b","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":"3b39e17f-d93a-461f-a790-a43dc8095805","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":"9ba3f37b-c26e-45f0-81b2-8d80425e7d4f","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":"56bb1054-8d36-48ec-9d6d-277834edb43d","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":"1bbaea6f-de76-41dd-9f49-76a62fa9fbde","block_type":"box","text":"analytics.","page_number":91,"box":{"x":59,"y":169,"width":64,"height":12}},{"id":"67c2f11f-f2c2-4074-b8f3-2c5bc75c3f44","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":"2a4a8889-d8b9-4493-b9a3-ae2e9e943d57","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":"8dcdad95-7315-4b81-bb68-a5395e36a322","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":"639ed6a3-70cf-4c1d-be2f-7da45854c808","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":"6156cbe9-6411-46ad-bf96-f89c707c18fc","block_type":"box","text":"which our clients are invested.","page_number":91,"box":{"x":59,"y":256,"width":211,"height":9}},{"id":"01276ea1-2df0-45e7-bf26-dacf97705595","block_type":"box","text":"About BlackRock Active Investment Stewardship","page_number":91,"box":{"x":59,"y":282,"width":350,"height":12}},{"id":"d92e01f3-ef9a-48ef-858e-3b0652139b57","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":"27781063-b227-4a59-859d-8ce5d67a8d43","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":"162a20bf-fcf6-49b7-8309-4bdca6f13323","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":"0d64cc87-1fb7-41bd-a60b-da555fb008b6","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":"a5fdfb30-77af-4283-becb-1cc4e5a1abab","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":"e76190a9-d6ca-4fc6-8177-98813960ffaa","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":"f4fe3e5e-def0-44c0-b9f9-c6a1c44876d2","block_type":"box","text":"(3)","page_number":91,"box":{"x":922,"y":393,"width":14,"height":8}},{"id":"f2b6db23-1515-4d06-af44-2b058bbaffb5","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":"3ecec802-1109-4c74-b46b-e819584728ea","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":"4f6a188f-c5a3-477c-bf2b-e2574892feac","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":"7524d690-f0c1-42cb-858f-a4739b652344","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":"6f52fdfe-1ec7-4062-8a11-089a7dc6634a","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":"311c2520-94d5-4e46-927e-e56e30dfb9ff","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":"5b8d6be2-b61b-4115-b2fd-78dbe69c6faa","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":"2e47ac3a-602e-4572-a9f1-4ccbff9edfec","block_type":"box","text":"respect.","page_number":91,"box":{"x":60,"y":518,"width":53,"height":11}},{"id":"c711b90b-501b-4df1-b630-ffa71036c54a","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":"0ed3eabb-dd03-47e7-a2bd-d502c5a5a236","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":"9640f551-07c9-4eea-804f-2c72b90fbf6a","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":"a13d4e00-14a1-4224-8d0a-a6d8e88d32f2","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":"0345efc5-252d-4b03-93f2-03267c247557","block_type":"box","text":"strategy.","page_number":91,"box":{"x":59,"y":605,"width":58,"height":11}},{"id":"5d51b7e3-bc0f-4186-af6f-5749382430bd","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":"c34d4a0b-488d-4fce-a3e8-905e8b45dd5d","block_type":"box","text":"and board directors","page_number":91,"box":{"x":59,"y":645,"width":136,"height":10}},{"id":"f377892e-b341-42e7-ae90-80af00f219d6","block_type":"box","text":"(4)","page_number":91,"box":{"x":197,"y":643,"width":14,"height":8}},{"id":"23f6ff9d-c768-492e-b3a3-6bf0b26af902","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":"5e828399-1174-49dc-a269-8ba7ce4b7ac0","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":"632d61e1-9e6d-4298-b431-efd3550c5386","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":"a962dedf-5dc9-4cea-8b7f-11ad38eb8139","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":"91731273-9bb8-46d3-9a45-2b7ce2ab7d0e","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":"dd8fae6e-df7e-4a6d-ac05-96ab94904b66","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":"36b469b5-7128-4592-8fb5-7bd854eed647","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":"3741a06e-2bb8-4a33-a25b-06076b1bf65c","block_type":"box","text":"financial interests of their investors.","page_number":91,"box":{"x":59,"y":751,"width":248,"height":9}},{"id":"34619c65-9428-4a17-93f5-64bd752b39da","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":"5a0c4151-ab1c-457b-aa7d-eba119c5c4d8","block_type":"box","text":"lity","page_number":91,"box":{"x":909,"y":838,"width":16,"height":10}},{"id":"afacd7c7-e6d6-494b-8800-5e234959ae38","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":"36182b92-ce46-43df-96d7-586b73ef0b25","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":"32e8c44b-c2fe-4a6f-b4ae-15ad177af64e","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":"7a8a581a-0236-4048-a8fa-6a10b6a669bc","block_type":"box","text":"relevant.","page_number":91,"box":{"x":92,"y":891,"width":46,"height":8}},{"id":"341cddc5-7683-41f9-9180-dd6f47a42081","block_type":"box","text":"A-5","page_number":91,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"1065a1d0-47f7-4d03-a6ca-9e326a509736","block_type":"box","text":"Our approach to stewardship within active equities","page_number":92,"box":{"x":59,"y":67,"width":368,"height":12}},{"id":"3b440b63-b397-414f-a51c-375e0a678e6e","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":"159ec023-044a-4881-8920-1e87b6c83618","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":"e517a4c9-732b-4027-998c-ba0007c70294","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":"77924fb7-af90-43c6-b81d-a344f521f517","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":"02c933d9-d84f-44fa-947e-960d5eafa215","block_type":"box","text":"clients and funds.","page_number":92,"box":{"x":59,"y":154,"width":123,"height":9}},{"id":"1abe8061-1a8f-4f3a-ac76-af59a30b8c4a","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":"e80dee53-5b6b-43da-8d96-ac4a2f9ca1a0","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":"ca195818-27fd-4214-ba50-e78ad023b05f","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":"347037d3-56b8-47f2-b892-1eea167384ee","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":"0c0aac86-3e9b-4ac0-9cd5-aca4b767d000","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":"3036ea0a-e6a8-485d-94fb-36581695acc2","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":"55299f00-2838-4107-967b-caaf03fe49bb","block_type":"box","text":"(5)","page_number":92,"box":{"x":860,"y":254,"width":14,"height":8}},{"id":"4f30105b-e7be-47c5-94eb-740289a9cc96","block_type":"box","text":"Our approach to stewardship within fixed income","page_number":92,"box":{"x":59,"y":282,"width":358,"height":12}},{"id":"09fccc15-9590-4a03-8099-3dd8c5476c66","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":"06b9166b-8032-4477-acf1-5c3a04c85a7d","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":"cc641b08-1036-468e-828b-f05c7d46709b","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":"46737637-f2e3-459c-8812-20fa06cfcf78","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":"6a7909bb-f4fc-491c-8907-98cf0e7bfa17","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":"1cbb21a4-82b9-4aa8-b273-27d7b91108f4","block_type":"box","text":"and information in bond documentation.","page_number":92,"box":{"x":59,"y":384,"width":286,"height":10}},{"id":"44a11869-6154-4fa7-a6b2-e51f6886e254","block_type":"box","text":"Boards of Directors","page_number":92,"box":{"x":60,"y":411,"width":138,"height":9}},{"id":"930586e5-8e0d-4bfd-b2c0-c2db637090f6","block_type":"box","text":"Roles and responsibilities","page_number":92,"box":{"x":76,"y":437,"width":182,"height":12}},{"id":"c3e2221d-6ab3-4b5b-8c14-7b7a82ddf254","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":"d03c2428-fc7a-4ba3-a909-f4d819a4dad4","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":"6b6394c4-0c09-4ae2-87b5-e38ebb19439f","block_type":"box","text":"(6)","page_number":92,"box":{"x":646,"y":477,"width":14,"height":8}},{"id":"069ceaa0-9d86-413c-b5a8-816763d805f3","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":"75b900f8-4882-476c-82b4-a9dd540ac47d","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":"cc937323-5ddd-44b3-8ef3-99752027785e","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":"efb51119-6b75-440a-9e37-e20ec741ecef","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":"9e0e1a24-4541-401d-976c-299da95d2bc9","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":"ea019f6f-fa3c-45e4-a1ab-a0104242ef7b","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":"e5165cd9-694c-4b1a-8f9b-596dc98c49cf","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":"2d19d3e2-f0bd-4aae-b70f-6b086b853a46","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":"7c0a2ff4-aae9-4b32-bef2-7d7c43feeccf","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":"e230761b-89ff-458b-bd52-03dd735b7c75","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":"f2786b2d-6a49-4abc-b4a1-31d347e841dd","block_type":"box","text":"Composition and effectiveness","page_number":92,"box":{"x":59,"y":690,"width":221,"height":13}},{"id":"1115809f-d9fc-45f3-b693-a700922e8cd3","block_type":"box","text":"Appointment process","page_number":92,"box":{"x":75,"y":717,"width":156,"height":12}},{"id":"d82a8b57-1038-4cd6-93de-1ed70d44f977","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":"dd4d0caf-cb41-4f1a-b930-e870568f3641","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":"8f214048-e09d-4757-8a61-f69b68ff2e68","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":"06883b88-3b3b-4e08-827f-47c4ffabf993","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":"d23a2343-7823-4404-9ebf-c3caea699ed9","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":"150a9459-b522-46c0-95f8-3e9383f8eb5f","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":"d93474b6-f30d-45b0-a69b-31c3f808bd01","block_type":"box","text":"rategies, as","page_number":92,"box":{"x":876,"y":839,"width":62,"height":9}},{"id":"5aed7607-02a6-4d4d-b0aa-cda4cb0ba309","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":"90d883c3-1467-41d1-8477-3f4f18ddc105","block_type":"box","text":"age","page_number":92,"box":{"x":911,"y":853,"width":25,"height":8}},{"id":"64637b90-88ad-4a7e-a917-56b3c4ff3c50","block_type":"box","text":"ments.","page_number":92,"box":{"x":92,"y":865,"width":37,"height":6}},{"id":"c50cd3ba-c26d-442e-a425-27a5977ed0c5","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":"e91b5352-69ce-4774-b321-58f28c560363","block_type":"box","text":"examples.","page_number":92,"box":{"x":92,"y":891,"width":55,"height":10}},{"id":"91cb99ae-bb10-4876-bebc-f395d9d027fb","block_type":"box","text":"A-6","page_number":92,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"a91ff938-e45a-4a63-8680-b9129d0c034f","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":"d4ee0224-3d3b-4e16-a366-1a687cff1b73","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":"501d633f-6187-47bb-b7ec-c1188f4a1c18","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":"0d43629e-2171-4576-844e-746d1b95058d","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":"fa4bbedb-8673-4d7a-a1db-a2e778e389d0","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":"f3085591-d7fb-4087-9be3-235d3b572463","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":"fa094cab-6f3b-432e-97d1-f6d6cee1fbcf","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":"47bbcf0b-1738-4967-a066-28b7e0cb93d9","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":"dae11b07-bffd-494a-a5d6-1e84b62b57b6","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":"5cb2d2b1-1159-471b-b20a-ea90aac9b702","block_type":"box","text":"Independence","page_number":93,"box":{"x":76,"y":225,"width":102,"height":13}},{"id":"fd1b0d38-04b0-47b6-a662-f483eaa96b68","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":"ab921b78-bb5c-4b1e-bfbd-6f3ce1097f15","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":"b00146b9-ac9d-4e8f-a806-28096e49420b","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":"583a5e1a-3681-44ac-84da-5bbc1b9acec5","block_type":"box","text":"(7)","page_number":93,"box":{"x":882,"y":280,"width":14,"height":8}},{"id":"a9deb4bc-093c-4747-a9bd-25692be3c4ed","block_type":"box","text":"This","page_number":93,"box":{"x":901,"y":282,"width":29,"height":10}},{"id":"0c7e0cb4-6a89-437c-b970-a5fcb9fabf72","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":"17244380-3c5a-4161-951d-c43c0ae41564","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":"a5a90880-9b2f-44b4-a77b-b1d2a61b92fc","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":"d5e63392-f9c4-4876-a9c4-b0ed156bc961","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":"fb5f0a7c-19c3-411c-8589-82e60ef42351","block_type":"box","text":"is a perennial issue.","page_number":93,"box":{"x":60,"y":369,"width":133,"height":12}},{"id":"34039bf3-cde0-4002-93cb-5e6fb86b337a","block_type":"box","text":"Independent board leadership","page_number":93,"box":{"x":76,"y":395,"width":217,"height":13}},{"id":"e654bf39-9327-41c0-901e-067a1d4bd785","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":"4c52ce9f-c712-41ec-b0e3-e4bddfa24d4c","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":"342b0b99-c86e-4920-95fb-8645eca4d1c2","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":"4b59a39e-6861-48a9-b0ef-434dd44a0a4b","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":"f1604c42-c44e-4dff-ba1e-25535df5772b","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":"a38ed8bc-5e30-4409-ba95-97841e151fbf","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":"53ed1e9f-0068-4728-9cca-7892f2cc7197","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":"78730362-78c0-4d82-9ae7-e07effa173c4","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":"0d0a93d0-68bf-4fa7-b180-5223c275461e","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":"5cce2cc3-a34f-40d3-ab4c-9c9ea38d82a1","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":"86e0b8a1-d84c-4b9a-8b50-e11c6bda64af","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":"8b88f37a-8e2d-41f5-a8bd-cc21826a90b4","block_type":"box","text":"Tenure and succession","page_number":93,"box":{"x":75,"y":611,"width":165,"height":10}},{"id":"86d03e76-825f-43aa-9e3e-647b4b9ddbe4","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":"64762f23-ea88-480c-a9a7-a6f9ab4d7554","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":"1ef8571c-93c9-4eae-91dd-a93e51c69ad6","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":"157218e6-d9ed-4a14-88ee-77f60922155c","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":"794e9d8c-c176-4edf-9eaf-b9967a2d2afc","block_type":"box","text":"management and involvement in past board decisions.","page_number":93,"box":{"x":60,"y":698,"width":382,"height":12}},{"id":"de82ce54-d93f-46b8-8159-711ee5b261e6","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":"b5a0ee9c-d1c3-4413-923a-884b9ac556a9","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":"c8c01a04-8b13-4261-9517-a0504770f014","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":"cea39d5a-35e9-489d-85f2-5692be47c138","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":"a6ee20bb-106c-4a2d-b8b8-27e2333ea001","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":"c27de66f-a710-43e1-96a2-6dd5db721941","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":"d2915fe0-ad26-4274-a8e2-c657385e4f09","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":"3de49d86-e173-425e-adfd-59f117abe0fa","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":"f03fcfab-7cb5-4c04-86b3-0e053e821b94","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":"96fa39fb-7313-4503-958a-a4d7f78a31f8","block_type":"box","text":"rest,","page_number":93,"box":{"x":902,"y":867,"width":22,"height":8}},{"id":"41affad0-06fb-4606-bb17-c3841da3b041","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":"167f9a3d-23b7-48a8-912a-d3bfc7975402","block_type":"box","text":"terests","page_number":93,"box":{"x":892,"y":880,"width":38,"height":6}},{"id":"3084fa91-101d-4e4f-9d17-b80f3a776f58","block_type":"box","text":"of the company and shareholders.","page_number":93,"box":{"x":92,"y":891,"width":190,"height":10}},{"id":"b64d541f-5007-4851-9d16-2fc65782d769","block_type":"box","text":"A-7","page_number":93,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"0b37b251-c394-42b2-b28b-5f3c309e00e3","block_type":"box","text":"Capacity","page_number":94,"box":{"x":76,"y":67,"width":62,"height":12}},{"id":"32150b45-2320-4c07-bc37-60552df9fe65","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":"1994e709-a311-4a17-89c3-384865a37fcc","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":"48fbd4fc-b2bc-4b15-945f-5407699ff750","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":"a89d1f34-e714-4e06-afd6-4673841cafa2","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":"301c19a1-584b-4582-825e-e20b8ef246a3","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":"25d01ce8-8716-4fa3-9799-fbb4181d607c","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":"3f74fc9b-01d1-4eae-9a3b-b210c4455d94","block_type":"box","text":"the board and company.","page_number":94,"box":{"x":59,"y":195,"width":169,"height":12}},{"id":"db8afdb6-c708-4448-b08b-d2b2b962452e","block_type":"box","text":"Director elections","page_number":94,"box":{"x":76,"y":222,"width":127,"height":9}},{"id":"5bf27a6d-20ec-4ccb-a8e2-c179a301806c","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":"ca03395e-f870-46ba-9cb2-ad0ac39a8e0b","block_type":"box","text":"(8)","page_number":94,"box":{"x":917,"y":246,"width":14,"height":8}},{"id":"05073d11-0872-4029-a8cd-e6824fe213cb","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":"75d4637c-fbc0-4364-8559-d9be904f8345","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":"4c4a3a9d-26db-4d30-a75f-4c4263a4406e","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":"3c4bf9ff-416a-44b7-8759-f7fff184e9cf","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":"381a1006-4398-4db0-a0d6-9664dbc2251e","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":"7fbfd1eb-c69f-4079-b232-e25081e7267a","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":"1d7cad37-f2f1-495f-814f-18aba5c4f3b9","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":"65ef14a0-c1ed-4a25-b71b-ebd4ef01b733","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":"eb008a9f-9a03-4851-bf38-c7a120162cbf","block_type":"box","text":"best serves investors’ interests.","page_number":94,"box":{"x":60,"y":407,"width":214,"height":9}},{"id":"efe02c6c-aeae-4a26-91db-5701843ff4bd","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":"a10a449d-2e11-4d68-987a-d98062423962","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":"15217400-8477-44ed-98bd-d648bccf08ce","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":"9fd1f940-35f0-4b07-b33b-a22a133c98c5","block_type":"box","text":"Committees","page_number":94,"box":{"x":76,"y":490,"width":86,"height":10}},{"id":"d7ba388e-379b-491b-9e7b-0b8ebaa6a101","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":"fa86670c-7760-4243-b025-51dcdec07112","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":"b6f435fd-cc2f-4033-99d8-96029ba34c6a","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":"2ddc0be8-bfbb-477d-a206-c3a57aeef25f","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":"b9f4cd81-fa89-4afb-b132-e2ca27f401f2","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":"85ad0c7f-0beb-4ce3-9b36-53fdd4a9aaaa","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":"b88e2db8-97f7-4622-ae9b-5196a4d62941","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":"80badffc-14d2-4d00-9908-fa299f38b332","block_type":"box","text":"most common committees include:","page_number":94,"box":{"x":60,"y":622,"width":248,"height":10}},{"id":"a042d9f9-5a95-496c-9664-44bd49faad2a","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":"4313d518-1d79-4c9b-b013-213b4be93049","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":"282fb218-9e2e-4ca9-99e4-75558c091c0d","block_type":"box","text":"whistleblowing mechanisms.","page_number":94,"box":{"x":124,"y":673,"width":203,"height":12}},{"id":"2eb2eed6-04a0-46d7-880e-dae8f9422cf1","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":"e03a5131-5cd0-49e1-9ab7-caf4867e58c2","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":"16a7c14b-87da-4d04-8ebb-b74cacb7d612","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":"950cca04-d6ff-4f6a-b55f-79416faf98c4","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":"237dca7d-d041-4d57-8299-0068ec4ed6ff","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":"e9753bb5-c4fd-49c2-9094-573b6fe97c6a","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":"35c5b901-15a5-4bca-ad3a-b79509cf2644","block_type":"box","text":"wide compensation policies.","page_number":94,"box":{"x":124,"y":788,"width":198,"height":13}},{"id":"1ca321b5-3a93-4f9e-a299-f6ff0812ce42","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":"34c4fd2c-c62e-461a-9dd3-d753a838ae27","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":"09833e73-6ce5-4b0f-b42e-a124192cc0a9","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":"e14bc666-1054-426b-95b0-608186da6030","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":"745d5c74-5073-4eb4-a3de-31e05ebbd868","block_type":"box","text":"on in any","page_number":94,"box":{"x":870,"y":879,"width":51,"height":9}},{"id":"cb45f33f-c376-450a-b53a-09266d398036","block_type":"box","text":"one year.","page_number":94,"box":{"x":92,"y":894,"width":49,"height":7}},{"id":"5f4758b9-50d0-4750-9d89-497685895977","block_type":"box","text":"A-8","page_number":94,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"f85aa249-63e1-4c37-9668-368849d3c313","block_type":"box","text":"Board and director evaluation","page_number":95,"box":{"x":76,"y":67,"width":213,"height":9}},{"id":"11ae6540-ed62-4987-9b7b-3317918a8f06","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":"202d92cd-de47-4967-9d88-21c1e11c66b3","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":"46fd79ba-1830-44f9-b6c1-9949a7a17d78","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":"4de06901-2ec2-46a2-9559-4006172ce0e1","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":"91ea1317-97c5-4414-9d77-01a1dc6b0918","block_type":"box","text":"Access to independent advice","page_number":95,"box":{"x":75,"y":165,"width":216,"height":12}},{"id":"f18dee0f-9149-435f-95a2-5a4a761847ac","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":"9bac1f85-5ccd-44cb-ad5d-21e14599c4c0","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":"d1e25573-91d7-4fa5-8f96-0d8e30c55871","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":"f9457ebe-756a-435c-b303-645359efa429","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":"3a4b57c9-1abb-4f2c-8056-25cd986354da","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":"f4148fa5-c73a-4b8b-b6e5-26d3c8e53950","block_type":"box","text":"succession planning.","page_number":95,"box":{"x":59,"y":267,"width":145,"height":12}},{"id":"b13f4a12-d815-4965-b784-5dbbd0560184","block_type":"box","text":"Executive compensation","page_number":95,"box":{"x":60,"y":294,"width":174,"height":12}},{"id":"e996b614-863b-4a31-8051-f410d6fc3c41","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":"bc4c1985-166b-4f5e-810d-bc63407533a3","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":"c4376b2a-4038-4c9d-a121-5094e9b7a238","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":"82a5e4a4-9dd6-4622-881c-21cc83d34e9d","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":"9b30c5f2-339a-4726-a332-3d259bca35c1","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":"b6f71e04-d8e1-4554-90b7-d0c3f3f8b2ce","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":"93fc910d-8d66-48e1-a2ea-6e2d614fcd7b","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":"e2088b44-8234-4a98-a4f1-ef7083e048bf","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":"f8f7aacd-8b08-4c1d-894f-05242966e3fd","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":"b4549a81-93e0-4bb9-86c6-7352b00896cf","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":"d12c9d2a-e680-4932-8ca2-bb102518e1ed","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":"b49a1839-9225-4e97-bdbc-0c03cd8adfc4","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":"6d08718f-d401-41b5-8ca8-d7726143a907","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":"ab8d40ca-b0ce-4a3c-933b-7b7998304785","block_type":"box","text":"company’s size, sector and market.","page_number":95,"box":{"x":124,"y":544,"width":244,"height":12}},{"id":"0085a4e8-7dd0-455f-9e4f-deca4145ee34","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":"817671a0-7888-4c18-b31a-53d1041d8977","block_type":"box","text":"objectives.","page_number":95,"box":{"x":124,"y":579,"width":73,"height":13}},{"id":"39c3eebe-c53e-4234-97b1-c0575e6706dc","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":"4b5c7206-aa76-4fc9-a3e5-6f7273a04531","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":"d0bd5555-df86-4a42-b533-846dd87a4456","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":"0beb334b-30dc-4de9-87b3-6fc38463621d","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":"8e37cb21-e66f-43bd-8cf1-851f548ad6db","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":"a76e9693-8ca2-4332-80e8-e10a46df0092","block_type":"box","text":"transparently.","page_number":95,"box":{"x":124,"y":690,"width":94,"height":13}},{"id":"6b4e0e87-67a5-4c48-b2ef-9d97c27ac05d","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":"7134f482-b2d2-4362-99c3-d6f7bc6338cd","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":"53662b9d-bd4f-4719-8518-0c74be8220eb","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":"9daec661-4b64-438f-8a47-baf68b0b09d9","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":"274166f2-65fa-4a46-8557-ef9b6788af1e","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":"1363d04a-cd40-4b48-a586-98e4ac0308a2","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":"0a292bcb-e372-4537-9784-3fdb6b4d9ed8","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":"d9c62260-15a6-4a68-9f72-6da6a933399e","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":"4582528d-134c-4eea-84c3-d4694c1866e2","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":"5e5fa89c-12e9-4a03-9765-46f0a68709a0","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":"b4018bc0-3b8f-4925-8010-40f9edaf835f","block_type":"box","text":"independent director.","page_number":95,"box":{"x":60,"y":888,"width":148,"height":12}},{"id":"7e24d126-2c36-4973-acce-e4fde9541b3c","block_type":"box","text":"A-9","page_number":95,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"2f63e29c-55a0-42bf-b924-ca7243f32495","block_type":"box","text":"Non-executive director compensation","page_number":96,"box":{"x":60,"y":67,"width":271,"height":12}},{"id":"05c128b4-4523-46de-bd48-def9d04d824b","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":"53273d17-d3d2-45a6-bab1-bae124cc6573","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":"27fcee4f-05d8-4a2e-9b76-a9681da7364a","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":"e009de7a-3bf8-48eb-9ef7-9f0a4f671861","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":"43e60f23-b8fa-48c0-87ce-fdbd9a3dc554","block_type":"box","text":"Capital structure","page_number":96,"box":{"x":59,"y":165,"width":120,"height":12}},{"id":"ce3f9700-2dc0-44a5-8dcd-a41c5410bf87","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":"9af6c93f-33ad-44e5-86cb-9616db287e32","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":"aa1c81d9-ab54-4eee-911f-8391884feb5e","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":"5f76a04e-40e2-4b19-86ca-a4870c09a670","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":"9223453f-c209-41c9-b297-6ff01ab4bd40","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":"7e240a6b-a7eb-4fec-9515-7a7341a3c1e7","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":"ad586e7c-89c5-470f-9ab6-44f344881d58","block_type":"box","text":"Share issuance","page_number":96,"box":{"x":75,"y":305,"width":108,"height":9}},{"id":"92b5566d-078f-47b4-b035-341659d2da6d","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":"486bc85e-a666-4a76-a5bb-006bc6b3f62d","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":"f5470444-ad9b-4014-9aa7-331aaaada9d8","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":"1475ce61-ff13-45a3-b66d-9cdb28b80e86","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":"c3ab30c4-4bbf-4f6c-abe7-d94df6fb6f51","block_type":"box","text":"Share buybacks","page_number":96,"box":{"x":75,"y":403,"width":114,"height":12}},{"id":"069f690d-fab3-4435-9042-e161e192f7f0","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":"8cea76e4-8b99-4aca-809b-4d58af3dde02","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":"4d48dbdc-c85b-4575-8b1c-894288e554f2","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":"4ed9381b-0955-490a-b7a4-704a013c5222","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":"f7a84b65-ec8c-45d0-8c60-4073aee75d71","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":"d1f755eb-44ff-4b9b-9535-61f450fb2259","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":"a50ad76e-6259-4fc7-9408-a62467a709f9","block_type":"box","text":"environment.","page_number":96,"box":{"x":59,"y":521,"width":92,"height":9}},{"id":"e7d04564-dd43-4256-b5b2-9cb5cf3ed4ba","block_type":"box","text":"Dividends","page_number":96,"box":{"x":76,"y":547,"width":70,"height":9}},{"id":"0c277277-f92d-413f-841d-31a43ee72255","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":"b2757ea6-4456-45e3-9846-d1024bc9a6d4","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":"3c84d45a-c60d-46d5-b982-92d3c067b6fa","block_type":"box","text":"Differentiated voting rights","page_number":96,"box":{"x":76,"y":615,"width":193,"height":12}},{"id":"54788dc4-7a4d-458d-8df4-ed6acb2752bb","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":"0b21c97c-669e-400b-8188-4c8d53ae308c","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":"08eb6994-5626-4aca-96b3-70707c4f930a","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":"a8ae1682-316f-4bce-bc49-326c69603763","block_type":"box","text":"periodic basis.","page_number":96,"box":{"x":59,"y":686,"width":98,"height":13}},{"id":"a821b3d0-3969-4cd9-968d-34b61d42ed3a","block_type":"box","text":"Transactions and special situations","page_number":96,"box":{"x":58,"y":713,"width":254,"height":12}},{"id":"cb262f7e-39c5-4857-9ab7-f039aa443f18","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":"2246679a-1778-485b-b07e-0eaa0b0797a6","block_type":"box","text":"proposals.","page_number":96,"box":{"x":59,"y":754,"width":71,"height":13}},{"id":"a9b203d4-1170-45d9-bc95-297d6cf6a59e","block_type":"box","text":"Mergers and acquisitions","page_number":96,"box":{"x":76,"y":781,"width":181,"height":12}},{"id":"0f188736-db35-45d4-92e2-73ca5959fa9b","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":"0b5916c7-d9b4-4521-9647-9552bdddcce3","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":"a57a0211-e671-4fa9-bcf5-b2d7935fac05","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":"fcbf90b1-5c3d-42d1-aa73-b0b1c3ccd647","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":"2f5e70b9-cccf-4442-a94d-3c90082db893","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":"cee26f76-1111-478f-8d96-0d4ed6b475d3","block_type":"box","text":"shareholders.","page_number":96,"box":{"x":59,"y":883,"width":93,"height":10}},{"id":"a9a6bb59-7273-4d49-b1cd-b47391e6e798","block_type":"box","text":"A-10","page_number":96,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"60f4116d-46aa-461a-aabd-4ec923aad7dd","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":"7f3f1360-885c-46ab-ad70-d7b33beee43d","block_type":"box","text":"Anti-takeover defenses","page_number":97,"box":{"x":75,"y":93,"width":167,"height":10}},{"id":"0a86cccc-c48b-4a4a-b0fe-f675435075f8","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":"370c8291-7342-4533-9aac-87fc8e06b549","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":"e326b48f-29f0-41ce-b8c2-965cd51680a1","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":"cf1b0a94-b10c-4ed0-95e4-1e3b9ca82e4e","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":"545b4c3d-9587-40aa-8411-71c894025a35","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":"bc968e30-d8e0-4c76-b9a9-d59e2a098656","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":"e18ea6a0-4fe8-4d67-88aa-41f928d070b5","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":"c2b6f505-6387-4368-b9d5-db61d9f98e3c","block_type":"box","text":"12 months.","page_number":97,"box":{"x":61,"y":225,"width":76,"height":10}},{"id":"d668a179-f5d0-4d54-a5b6-d783f6933715","block_type":"box","text":"Shareholder activism","page_number":97,"box":{"x":75,"y":252,"width":152,"height":10}},{"id":"2a3dcc69-08db-4285-bd4a-fdcc84f2a044","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":"8197f059-33b2-4d7c-acf7-f141d8fcfec7","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":"a0b8023a-4a06-4900-a92e-1ff703cd16d6","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":"6d3f1b4e-2b61-4d63-84db-8bb5a07c1ffe","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":"254e5600-af4f-488e-befa-5e74809015c4","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":"db76c14f-d8d1-44ff-8a90-691b8f830edd","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":"8baaf95d-583c-4389-b003-662270746f8d","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":"0cbc0c6e-d726-4b02-91a7-332892fa761a","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":"1bd74d49-b2f5-4b9b-84df-cedda468b29d","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":"d102cf89-6972-4d69-91a7-9c024b5c4da1","block_type":"box","text":"interests.","page_number":97,"box":{"x":60,"y":427,"width":62,"height":8}},{"id":"99377b81-dde2-4ac3-a31c-db75d872e248","block_type":"box","text":"Significant shareholders and related party transactions","page_number":97,"box":{"x":75,"y":452,"width":397,"height":12}},{"id":"b463343e-b3a0-421e-a09a-a6bda92633e9","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":"5087ddfd-2ccd-46a9-9307-4db103144d39","block_type":"box","text":"shareholders when evaluating related party transactions.","page_number":97,"box":{"x":59,"y":494,"width":397,"height":12}},{"id":"70337295-a44c-4b34-b2ca-c6a84fa5efbf","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":"7914d22f-cd75-4f63-b2e9-c2e78b249962","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":"9101904c-c9f8-415f-8192-95f638f54bfe","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":"803d803f-1070-463d-94ca-7bebe12e25b6","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":"9d8fc3ec-77ed-4a03-bc26-773cd4b2f955","block_type":"box","text":"Corporate reporting, risk management and audit","page_number":97,"box":{"x":59,"y":592,"width":352,"height":12}},{"id":"8b63f470-a54b-45d4-87af-9c35e0fec84c","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":"6c3f9e49-8c6c-441b-990d-4346fe513ce9","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":"d8d97e4b-4c65-449a-812f-0254d2548682","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":"7a4a3369-f7fb-4c9c-9621-5d2329761924","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":"d7921b5c-89c2-46af-8e6a-e89953325523","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":"7c6ea9ab-5def-4208-97a1-a66d15e89ae5","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":"f2ef683a-2b8c-4311-b610-6ddb788dbc1e","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":"0039a317-3511-4306-a6e4-ddca11c55280","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":"a39c43d9-df3b-466c-81b3-adf8f1f40671","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":"22dcca2e-9287-4c41-990d-b81b918efcec","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":"26262199-a79b-41ed-9c98-bb13c97e3659","block_type":"box","text":"and the implications of these, disclosed.","page_number":97,"box":{"x":59,"y":781,"width":279,"height":12}},{"id":"ba6f16b3-e572-45ca-ae89-18863b979267","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":"ae7973f5-4105-41d3-bbf9-1f9515644bc1","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":"37b97bb6-8a58-4631-b084-0f215f39b14e","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":"1d94338b-653e-4066-bce6-3e330b84dc97","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":"cc459b4a-42c8-46fb-9387-e282b3769f9b","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":"d5323df5-b58a-4002-a48f-6f68e8bd58ff","block_type":"box","text":"external audit process annually.","page_number":97,"box":{"x":59,"y":883,"width":220,"height":12}},{"id":"2770366d-f257-4582-9800-0dfe2bfc6ec3","block_type":"box","text":"A-11","page_number":97,"box":{"x":482,"y":916,"width":30,"height":9}},{"id":"f5419a85-78b7-4412-a889-3f164dd6e628","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":"06f76e2c-44b5-4a96-8aea-d1dcf9f3e85f","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":"9e51ae39-e067-49b4-9113-0a8c67351b16","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":"82aaf363-2405-4acd-892a-e2cb52baddc2","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":"6766d079-64f4-4fbc-bedc-f0b12fd8ecee","block_type":"box","text":"preparing such reports.","page_number":98,"box":{"x":59,"y":127,"width":162,"height":12}},{"id":"a27133c7-ee7f-4c40-9392-b6310acaafaa","block_type":"box","text":"(9)","page_number":98,"box":{"x":223,"y":125,"width":14,"height":8}},{"id":"9964f6f8-ee71-4dce-90da-c1605acc1747","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":"574386a9-457b-40a1-aac5-cebad0cde8f9","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":"90e7336e-fdb9-486f-a712-9f7d39040ed9","block_type":"box","text":"(10)","page_number":98,"box":{"x":856,"y":140,"width":20,"height":8}},{"id":"4f456079-9a12-4302-9986-469413fcf9d9","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":"cce27a54-2573-4589-a497-3d8b4766e5cf","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":"e8225835-61e2-4b7d-9ba3-25b0920333dc","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":"c3b6693f-8e05-4a6f-9b2d-ecd138b50d8d","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":"b0bae2f7-5874-409f-b570-d12e9db43abf","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":"5c2f5625-9159-4a3c-9f58-a02d1632d9f5","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":"28d869c5-c990-4869-866a-b61298571d66","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":"5e5f4a50-bcce-4fa1-aaa5-468a17860d35","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":"ef5c945e-7efd-4ff5-aa9f-bd51abeb49e8","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":"31bf7704-db01-4bd5-9412-772d06e12428","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":"b5e0b4f3-89eb-4a9f-8d65-f48936810b82","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":"d928a7e1-d26b-46d3-830d-34fe3f886eaa","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":"81287a12-4097-4595-8c06-7904b9112693","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":"0884ba82-43f2-41e1-813b-4fb46e8d270e","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":"3dc4eb77-e679-40ee-9699-b46dbd885b19","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":"251e4f80-a8cc-4be2-80cb-eb30e065bcef","block_type":"box","text":"has not established reasonable remediation plans.","page_number":98,"box":{"x":60,"y":418,"width":349,"height":12}},{"id":"4b15674a-1438-46c0-8f44-a9fc350403af","block_type":"box","text":"Shareholder rights and protections","page_number":98,"box":{"x":59,"y":445,"width":252,"height":12}},{"id":"e38188fe-86e5-46e5-897b-ca463c5c5442","block_type":"box","text":"General shareholder meetings","page_number":98,"box":{"x":76,"y":471,"width":217,"height":12}},{"id":"025589b9-9627-485e-a009-997a2828e1b2","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":"227633a6-4385-4914-bfca-212006bea9a4","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":"5ecef217-1a2e-453d-bc79-568a695a0b27","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":"a6f57131-b6ef-4b13-96a3-2eacb26a975d","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":"2d32ef35-0594-4e38-b774-744d8c41fdf3","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":"66cb7eb4-bd4a-43a0-a2f4-27fed5104040","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":"e24c74b8-bf86-42c5-a6f2-b0c3e80df16a","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":"7a98b9f1-bbf0-47d6-8acb-6c5e677c2d9e","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":"6f726223-9124-42f1-be6e-6f4e51da064a","block_type":"box","text":"Bylaw amendments","page_number":98,"box":{"x":76,"y":641,"width":140,"height":12}},{"id":"cc926d43-925b-4bf9-817e-2a017da31aae","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":"4311795b-3fbb-4b30-9a03-1e7daaabe422","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":"4c047851-814f-422c-b71c-0ec7962ecfce","block_type":"box","text":"to a shareholder vote.","page_number":98,"box":{"x":59,"y":698,"width":151,"height":10}},{"id":"707a119e-ad74-4583-a236-941dde5c4277","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":"7ecf41a7-dfb9-4a5a-8c2d-585bd85828a8","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":"dbcb9f8a-e9c1-4d94-bbcf-d752f4f97d14","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":"5c4952dc-545c-4b69-aa8c-4568a94eee27","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":"5f87c62a-49e3-401f-910b-0f4e55d37280","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":"9a36fbed-ba04-47e8-abaa-382a4686e262","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":"34efcae5-b8bc-4ed0-aa84-c298b9d5a037","block_type":"box","text":"IFRS","page_number":98,"box":{"x":895,"y":826,"width":24,"height":7}},{"id":"22d4e9dd-e9d2-43ad-a978-5239658b76b4","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":"058952cb-262f-4ee7-b17a-a76968975b4e","block_type":"box","text":"and S2 “Climate-related Disclosures.”","page_number":98,"box":{"x":92,"y":851,"width":209,"height":8}},{"id":"3ce230e6-606b-4eb5-820b-8e9ff18b84ab","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":"4f391f45-de06-43da-abb8-6e28fe2e88c2","block_type":"box","text":"andards/ and","page_number":98,"box":{"x":826,"y":866,"width":75,"height":8}},{"id":"d2528bc6-9237-4095-b97c-95ee0c984861","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":"f4db1ba1-e8d9-485e-829a-3c8cfa0d43c7","block_type":"box","text":"auditing/company-reporting/corporate-sustainability-reporting_en","page_number":98,"box":{"x":92,"y":891,"width":378,"height":10}},{"id":"00b96f00-3498-47fb-9314-ef8bea4cf48f","block_type":"box","text":"A-12","page_number":98,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"0d8ee44f-70d3-494f-819f-d3903439141c","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":"31fd1a18-ac3b-460e-ba9f-1affb1812c51","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":"cb61dfec-4dff-415f-a2fc-871098b4fec1","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":"35ae698d-7b4b-4cbb-a4e0-4eae30262386","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":"bc45f2fe-d4ac-4c99-89ba-74bb203269fe","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":"08c438b6-8dca-4f17-b5b6-c830d471765d","block_type":"box","text":"Change of domicile","page_number":99,"box":{"x":76,"y":165,"width":139,"height":12}},{"id":"b6c25859-74b0-404e-b857-9956a623e4aa","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":"dde2da43-8cb3-4aab-8144-ceea1e76d6b1","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":"410137e3-6eea-4afb-8c74-8c55cfde5495","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":"af25795e-baa1-420c-a701-26c2721b2a81","block_type":"box","text":"financial interests.","page_number":99,"box":{"x":59,"y":248,"width":126,"height":10}},{"id":"12d9f3e9-f151-4601-b681-2238eee107f2","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":"022598b5-a880-4359-be18-1faeedce6ce5","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":"6dd58b2e-3df8-4616-8fce-2a682af0798f","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":"85357583-d83d-4f52-bf4e-0a86a6f332e9","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":"d768a85b-5a92-4a3e-baff-97e92e0af830","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":"e4f8192b-89a6-49a6-8f0f-3253eeab8235","block_type":"box","text":"not provided a credible argument for change.","page_number":99,"box":{"x":60,"y":373,"width":315,"height":12}},{"id":"c9b71f32-82e2-4f3b-9cc1-6225fa8576ab","block_type":"box","text":"Shareholder proposals","page_number":99,"box":{"x":59,"y":399,"width":162,"height":13}},{"id":"de4bfa07-82c1-4342-8e28-ae8f49375e8d","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":"77f1f713-c59d-4e7c-ab5f-2a634a279c10","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":"c132ba27-b9c9-47b2-abbf-ccb13adc3ac5","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":"fc70f6f9-f73d-4700-a96a-69c27044f210","block_type":"box","text":"business.","page_number":99,"box":{"x":60,"y":471,"width":63,"height":10}},{"id":"d7a2201b-f17a-4c62-9a1b-c88aafc14e0f","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":"4a50839f-b145-42de-85cd-44e31a2e0351","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":"380c324a-43e6-4dab-8ece-c9a5b910fedb","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":"68d3fa06-2f85-492e-994e-829bf3cc79ee","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":"9ca73188-c8e8-44d7-a659-b60fb6a96b2d","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":"f56f1681-9c1b-41f8-8a0d-d98c345a5898","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":"7c8f7d4a-f183-4886-b35d-48436f5f385f","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":"5b7e9b70-93f2-4d50-9815-406d55599c50","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":"896c60e8-d9c8-4daa-b5c0-352214857b40","block_type":"box","text":"generates financial returns.","page_number":99,"box":{"x":59,"y":630,"width":190,"height":12}},{"id":"f2c1e191-825c-49db-88b3-bb75300c1112","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":"87745a6f-7ece-47ab-9ba1-7fca34b1c9c4","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":"fa453e20-d8c2-4bc4-a48d-7e53348df869","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":"4c3a0484-a5c2-4d06-a48e-f6759e6e9a41","block_type":"box","text":"on proposals put forth by others.","page_number":99,"box":{"x":59,"y":702,"width":229,"height":12}},{"id":"8d46b487-c5f8-4920-afe1-f311b4854f35","block_type":"box","text":"Corporate political activities","page_number":99,"box":{"x":59,"y":728,"width":202,"height":12}},{"id":"2947f55e-b9a1-4e3b-b92d-b6df34e1ab3c","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":"bd0cb082-8d4a-414e-8002-7c51d10bb62e","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":"ba596e51-60cb-4931-9a21-38a14ca725a8","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":"c26cc40c-d298-4c9a-8b19-a3657d47a496","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":"b1c0b050-0f1e-4e0a-a323-7e284146995d","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":"6f6de08b-e1aa-4dfb-9fe7-fd4d6b4c900d","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":"92239cf7-baa9-4c08-b1a6-d41422fd88e9","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":"eef5952c-e675-4f38-a35c-6fb70aa7af05","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":"cf3d561d-1338-44c8-be2a-2d71f912bf40","block_type":"box","text":"A-13","page_number":99,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"dec7ca54-4cd5-44fa-b87f-a9e52112b5e2","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":"76eb8ef6-7c0a-43be-885b-6be43e495cee","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":"f3709fef-2d1b-464f-9874-7f7557607619","block_type":"box","text":"associations on behalf of members.","page_number":100,"box":{"x":59,"y":97,"width":248,"height":10}},{"id":"6e0f4f26-443c-4cfe-b047-78ee80e0fe00","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":"621eb4aa-1a0c-4557-8338-2be383812b93","block_type":"box","text":"address the material risk it has identified.","page_number":100,"box":{"x":59,"y":138,"width":286,"height":10}},{"id":"3a01eba2-2c70-4e64-a89e-e75845454bfb","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":100,"box":{"x":59,"y":165,"width":387,"height":12}},{"id":"19691c8a-806f-4b80-8183-24ea70c8b4e9","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":"88f30fcc-09d1-428d-a9a4-a3a878b44308","block_type":"box","text":"our experience, sustainability-related factors","page_number":100,"box":{"x":59,"y":206,"width":311,"height":13}},{"id":"93b56c8e-0028-4104-addc-02343fe8af85","block_type":"box","text":"(11)","page_number":100,"box":{"x":372,"y":204,"width":19,"height":8}},{"id":"5303c4b7-d91b-4f70-bd1d-26ed16074069","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":"838e09ae-e652-4ba6-871b-1526480e7b78","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":"1eb83c29-8a6a-416e-9086-9517e77c6a0a","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":"c4c08790-0112-4edd-ac43-4268491c95a6","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":"dd2a49ee-d6ea-45ad-90d8-e0f57bfad038","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":"1a023011-dcf9-45b7-a75b-492790a8ef98","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":"c4aac2e5-3569-48ab-85f7-0f9489cd2605","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":"6fa7569b-9512-4f15-9468-2629d1d59448","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":"18a4ff49-b8f7-4f19-a54d-e8774dc30eb6","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":"eb7a2af3-bf0b-4cf3-9dd3-556a98a0a779","block_type":"box","text":"investment.","page_number":100,"box":{"x":60,"y":355,"width":80,"height":9}},{"id":"f11630ec-83bb-431d-8f13-5268d7af8af8","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":"7dceaa2f-2904-4df7-bde9-67348d1d0323","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":"a7d911b2-da87-4ff6-881d-26cb52f74cbd","block_type":"box","text":"Key stakeholders","page_number":100,"box":{"x":60,"y":422,"width":120,"height":12}},{"id":"11174410-82a1-4904-8f6c-61c10319310e","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":"1297f730-21c1-4edf-a694-d4be25feb9df","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":"d4003cdf-492c-49a2-b426-e1c435fc691e","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":"ff1f377f-35d3-4f4b-8eb1-292c8014a1be","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":"2713c8d9-b678-4fec-9e4d-411749a2266a","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":"6dc44809-7c4f-4848-924b-a0acc6e94a4d","block_type":"box","text":"be financially resilient over time.","page_number":100,"box":{"x":60,"y":524,"width":223,"height":12}},{"id":"03afc333-865e-4b5c-92c3-82d15be44dba","block_type":"box","text":"Climate and decarbonization investment objectives","page_number":100,"box":{"x":59,"y":550,"width":367,"height":13}},{"id":"a56c0f0f-c0f1-4a27-b21e-91391fc463ed","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":"742e1810-5800-45c5-b331-0a3bb219288a","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":"28b5e4b7-8afe-48d9-9f3b-ab5b753b7f00","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":"86f5919e-cccf-401a-9756-ee9b64e7a98d","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":"3a436a24-c595-45b0-aa35-df35a8937115","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":"c9f0bf76-94db-46b1-9962-7e94dc203337","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":"bed679bf-b856-4bbe-90d5-8eeaed218252","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":"32950f7b-05d8-4aef-a36f-4641b1c1efd6","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":"1ada0976-3e8d-4450-a0ef-d8d4583eabde","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":"12fbfd70-b012-4c48-8757-0d597b8c63c5","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":"79a1c889-32a0-426c-989f-41ff717903fa","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":"fea4b30d-3fa5-44fc-b1cc-b51e78e7cec8","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":"5a05d2e8-9e79-49d6-9874-af0ecd770de2","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":"6918b469-0f90-4ffd-aa7a-e77fed64c0d9","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":"21f3a38f-104f-4ec7-b5fe-39581d507f04","block_type":"box","text":"del that","page_number":100,"box":{"x":885,"y":816,"width":42,"height":7}},{"id":"154567a7-e4da-46a4-85ca-93f6b7568b15","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":"c7f06d5e-b5c2-4bf8-8f48-eb1592c83eef","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":"b0f61314-322d-4bb1-9c00-9d86d954c371","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":"70cf6a9d-c624-4002-bf60-935411d4cd4f","block_type":"box","text":"e","page_number":100,"box":{"x":910,"y":856,"width":6,"height":5}},{"id":"60dca7e7-817f-4e64-bb3c-d0420e13eebb","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":"a5a7e5c2-2d35-468b-a827-fa8db13de8e1","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":"44ab53cc-8203-47b9-b776-79037831b147","block_type":"box","text":"onsider","page_number":100,"box":{"x":878,"y":879,"width":46,"height":7}},{"id":"ba4f72aa-25f8-41ed-a80c-3d7fbfb4c968","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":"6f1db193-21af-4290-a050-06ab4ac57ca9","block_type":"box","text":"A-14","page_number":100,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"edef2b7e-5cda-40f0-9e9f-ceec95294bdf","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":"ea406dd6-b14b-48f9-be9f-7f7211e17fd3","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":"579a67e4-778e-4ef8-b02f-1e095ab8b7c0","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":"e4a14ac0-1746-4928-b35d-d4f310fee6fd","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":"b918db2d-bf9c-4a36-9dac-92e898a37c54","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":"a1a19603-36be-45d8-9805-a408694a9c7c","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":"a6bf32de-e5b9-4936-bf21-83400812e096","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":"c801a464-adf6-4287-9b96-54e4e64b0da3","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":"bbe286f8-fdc1-44d8-873a-373fd23237db","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":"3c297726-acc8-4f3e-b1c0-5e03d3ef57de","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":"082fd35f-c811-45c3-99e5-784208c8d7cb","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":"35232bf5-92a7-41a8-b43a-d987bfb7335b","block_type":"box","text":"guidelines.","page_number":101,"box":{"x":59,"y":244,"width":74,"height":13}},{"id":"907943df-fc07-4a4d-92fd-6155bd080ca9","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":"f3fb1cc0-9059-488d-8984-c21e65b6f73d","block_type":"box","text":"strategies","page_number":101,"box":{"x":59,"y":286,"width":70,"height":12}},{"id":"925ca25b-6174-4a85-b1c7-861c1dc718db","block_type":"box","text":"Oversight","page_number":101,"box":{"x":76,"y":312,"width":69,"height":13}},{"id":"df33d174-00d7-4ee8-a8cd-80e8fdfce2eb","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":"9728410d-7835-41fa-9055-cf3ee0b46153","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":"ee7c8efc-15a6-4fe1-87a2-971ca04c160e","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":"cfe31058-1560-45ae-852e-272488185d30","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":"9b747b5a-3510-4376-ae9c-95af7ea303e1","block_type":"box","text":"reporting lines, and oversight.","page_number":101,"box":{"x":60,"y":399,"width":206,"height":13}},{"id":"7934c9bf-c613-4e2a-bf9f-3f5f3019b456","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":"d6a3e1db-8423-4005-bb94-fa7801e3da95","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":"df30076f-c683-4ab2-b97e-c0793a1fe907","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":"b53ccdb7-d1f3-4670-b5aa-521cb7d08896","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":"5b0f0e7c-769d-4924-acea-4a725de4a023","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":"76fc317c-8170-46ac-acaf-49b1c01f724d","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":"c4602419-df5e-438e-8492-20c836492cdb","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":"44e04c1c-3901-4c4e-acb3-c19ddfe2bef2","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":"b46100e1-8d3a-4a5f-91af-94eca91a018c","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":"bf911fb9-5cec-4115-ae7d-41d16a9480cc","block_type":"box","text":"Voting guidelines and vote execution","page_number":101,"box":{"x":75,"y":584,"width":267,"height":13}},{"id":"ceb238fa-de7f-4479-bf76-ed8e6ded5d78","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":"04b3505c-4804-4c5b-a617-97416e12a143","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":"c4011289-9547-42e9-abe7-3cbd3c2f1869","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":"b74e7a12-3e1a-4e64-92c5-c15e062cd525","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":"e5ab5279-a051-4aaa-89c0-8d28522e8a08","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":"aef4c6b0-6a58-4ec7-9560-d6b486489cc5","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":"b2ecc83a-b119-4853-830a-24a2762f8fd4","block_type":"box","text":"below).","page_number":101,"box":{"x":60,"y":702,"width":50,"height":12}},{"id":"b60a7acc-9cbc-4679-87e8-637cf51ab71d","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":"405365d2-1ee8-49e0-bbb4-8a38bb21cfcd","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":"adca99f6-6a6b-4611-a060-d4c1b0d92fa2","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":"a785b47a-3684-49f4-9aa9-7af1852d0dbf","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":"ba501199-4c40-4359-8274-83b31c0d96b8","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":"431303ed-c2c9-493a-b987-d015bc9befc4","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":"66bfdf71-dc9f-4f0b-b491-e8abc3055573","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":"5989fbac-64e8-49e4-9cc7-7681ddb26269","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":"6914aa42-1fdf-4f45-a9f1-2f5b0917b672","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":"0d0cc3e2-136a-443f-96c5-61e7b39bb4d6","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":"799fe8c4-c291-4e04-b37b-34c8f03983ae","block_type":"box","text":"A-15","page_number":101,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"732ec717-8095-4ac3-afc8-d04afc5190ed","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":"d9b3a787-b5b1-43b7-8a98-7b4e0bb8a2e8","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":"17905f96-402a-4ed9-bc39-134ed18702a6","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":"cb31a2cf-9d1d-4311-9c94-c9e3897d39c7","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":"15bc9f3c-cfbc-4d80-8af2-dcb93d9b3b8b","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":"7e98d83c-4f0c-4796-8061-89fdad79eb7f","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":"fb140c1b-f3f0-41de-aa7f-9e7c2962f5b7","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":"6a2c16a9-3394-44f1-b292-4334b379e741","block_type":"box","text":"burdensome administrative requirements.","page_number":102,"box":{"x":60,"y":172,"width":292,"height":13}},{"id":"1bb99cd8-1a39-419c-a930-0712b2535243","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":"17e62b3a-f78e-48c1-a0f0-15f9da68bc33","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":"1c1c3617-5702-45de-a794-1c0c99332c72","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":"0f67d725-a9fb-41bf-b4a3-d2df664456a8","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":"d886fa60-7df3-4850-818a-a4829af22586","block_type":"box","text":"Voting Choice","page_number":102,"box":{"x":75,"y":271,"width":101,"height":12}},{"id":"5b4cd0cb-2d33-41d2-8763-a5ab579d39bf","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":"9023f1f1-50f4-47f9-aa69-13ef33be1937","block_type":"box","text":"voting process where legally and operationally viable.","page_number":102,"box":{"x":59,"y":312,"width":372,"height":13}},{"id":"db53ee82-c73d-4fc9-b799-4553671c2c51","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":"fc913e86-4dc0-403d-862b-d8c3fffe72b7","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":"daf9c861-71fd-4529-b758-bbab29fbc5cf","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":"7804a212-5170-405d-8f23-b417508c824d","block_type":"box","text":"(12)","page_number":102,"box":{"x":825,"y":367,"width":21,"height":8}},{"id":"f6b7f0e4-9046-4c5b-9cde-900f47a53c41","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":"a0b33c65-eaf7-482c-98d8-58564af4b0d4","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":"aa4080e5-ead2-40ae-999d-5b9a8f1f77e8","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":"eef963dc-509f-4c73-8af7-f11267cef868","block_type":"box","text":"because of Voting Choice.","page_number":102,"box":{"x":60,"y":441,"width":180,"height":12}},{"id":"c12c329a-00c0-404b-8c26-89027a690d82","block_type":"box","text":"(13)","page_number":102,"box":{"x":242,"y":439,"width":20,"height":8}},{"id":"c9fc25ab-b97e-45f7-964c-d3e577af551b","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":"c5088595-6966-4632-b956-6d971cb55511","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":"d0638c68-87ee-4829-bcf1-4bfadcee4fbb","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":"dbec6420-e593-49cd-9321-d5f6b6a8dd2d","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":"2d8f0e91-c2da-4dcc-8dff-a8a6e51f9dcc","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":"7504c1b5-d698-464b-9189-8005d244c4cc","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":"8c0df6d6-09e3-46db-9433-6ba3ef4edc6d","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":"8a495c2e-69ce-4ad9-8a6b-6cdf53ed4b11","block_type":"box","text":"on behalf of clients.","page_number":102,"box":{"x":59,"y":584,"width":136,"height":10}},{"id":"2d7cc690-f505-421b-87fe-c59ba8883ac4","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":"ec2d9e42-5b06-4e10-862a-662bd2607313","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":"73b3eb4d-2d0b-4cdd-918f-a6c461646050","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":"fa274985-df48-4ba5-b0c7-5b1c960786ec","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":"4c90adc3-e4fe-4e9e-bc19-59a5e335acd3","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":"f6441615-fe15-41e7-bbea-d92416d0dc64","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":"1f8ecbfd-f200-4055-a2da-ef1fb9828685","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":"52c96f02-332d-45c4-8ace-7d24aa82f6e6","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":"ff55ea81-a93b-4856-8fef-618dbeade3c7","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":"1a1dc85b-d5ba-4d98-ab11-8525cf1d76e5","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":"5247b903-df0c-4bae-9e89-0e6f9d199273","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":"e89f06e5-d728-423e-bc4a-ea49ce8b0709","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":"fd8df51d-0734-46eb-8d52-e1d11c77fcf0","block_type":"box","text":"heir","page_number":102,"box":{"x":898,"y":863,"width":20,"height":8}},{"id":"7cc7438e-0a22-4927-9ede-08b40f601cd9","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":"0ef22dfb-730e-4a08-aa29-c9bb3c16b30b","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":"f922df3a-cec2-49d8-aa6f-a3d5ab95cb56","block_type":"box","text":"A-16","page_number":102,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"828c8533-f48a-46d1-9f4a-66d1bcb5a41f","block_type":"box","text":"Conflicts management policies and procedures","page_number":103,"box":{"x":76,"y":67,"width":340,"height":12}},{"id":"3a343a75-ac14-4066-8da8-a40127c6f010","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":"65941db1-2766-46de-8bc3-edd839f5099e","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":"4e2a39e7-a30b-416c-9396-de6b2a445cea","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":"33766619-f889-4099-a181-cd1b333bb6cd","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":"cd644a99-73fb-422e-9351-faa9f02c4470","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":"d3cd1d5c-a379-4542-a23a-8cb2d8b26fd0","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":"a38d866a-d740-4053-8ba5-ad0a95049ab1","block_type":"box","text":"resolutions","page_number":103,"box":{"x":125,"y":194,"width":76,"height":10}},{"id":"6f5000fd-3711-4eaf-a120-efe41e64bda8","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":"dc777be2-a10c-40c7-834e-6f3caa9edf73","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":"856848ef-fc7b-4a50-bd63-01576a7a3ded","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":"9cfdd2f4-8bac-478c-812a-13a3db813b7c","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":"05cdeb54-3c80-4da9-ace3-3b04ec9c1cdc","block_type":"box","text":"managed by BlackRock","page_number":103,"box":{"x":125,"y":290,"width":162,"height":12}},{"id":"347944be-3a55-4594-83e9-a3c135188a01","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":"5e1ff099-2ea5-4338-a7db-eeb4cad58386","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":"8c88e31b-712c-4a91-b505-820cf6fd3db5","block_type":"box","text":"in which BlackRock invests on their behalf","page_number":103,"box":{"x":125,"y":351,"width":294,"height":10}},{"id":"7fbe6ddf-135f-404a-bc21-4a843a20d79d","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":"4e11ad98-4fb6-4f6d-809a-53f6c85bfab0","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":"4e94d706-c68a-40f2-be92-25daa93330b1","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":"641f0d6b-2b98-4582-b567-a62d055da42c","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":"eb9669eb-af82-4a3f-a77e-0e26243a29d6","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":"588a689a-17f9-4f65-bfa1-c5cd668994a2","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":"43262383-0c19-44c3-a0dd-8faef71b3661","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":"3c901526-9b19-433f-af84-88b8fc58521c","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":"6171a433-fa2a-4308-9d5f-e7d32e64fa37","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":"f6ac4de8-90d2-4202-b5ff-e0d5d2b357ca","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":"5881b635-1031-4d6a-b419-8639ffa850e3","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":"37222ccf-6e0e-449a-964c-8365ff57b645","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":"4b2f897a-0198-47bc-9ab8-1ae8c5851940","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":"eadc1da5-8030-4c8a-abab-ceb3e52fd8cc","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":"3d044fc4-33be-4cb4-9b3d-04a36fef1920","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":"5c550217-396a-4d73-8dc7-3e901ff7db88","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":"5a988127-76aa-483b-bf79-45d45e8439bf","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":"32dd8947-c455-4f72-b382-8a1b780d0a21","block_type":"box","text":"or potential conflicts of interest, including:","page_number":103,"box":{"x":124,"y":634,"width":296,"height":12}},{"id":"68943926-40ac-46ba-90a7-80e39c825e9e","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":"aa086f50-57b7-4dab-9455-0b8898ba7c55","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":"963c914d-9887-4bed-bc3a-561fa44a5ba8","block_type":"box","text":"the board of directors","page_number":103,"box":{"x":189,"y":689,"width":151,"height":10}},{"id":"c59e7eb6-864f-4e2e-ba27-bd7cbcd03cf8","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":"8a9d7d0a-b2bd-4ae3-bc56-ac9913b9976e","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":"d653d898-43c7-4fe2-babb-254668fb1e9e","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":"b1059980-f7b3-4eb3-86dd-913c9ca9e65e","block_type":"box","text":"party voting service provider","page_number":103,"box":{"x":190,"y":765,"width":198,"height":12}},{"id":"23850c34-3f87-42f1-8e35-ea16fb5d1f33","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":"6fe39754-fddd-4769-8906-27e0dbbf55a7","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":"c59e77d9-d04e-4f12-87f8-cf4f69a9df26","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":"0690ceed-e06c-4b97-87bb-36d51faea581","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":"053d4754-bce1-4ad7-b036-19ab2f7ffaf2","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":"5f7ff6fe-35b5-47cc-b5cb-29b3d05ad78e","block_type":"box","text":"A-17","page_number":103,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"7253b38e-22e7-4a42-83f7-b05b0410da3c","block_type":"box","text":"Securities lending","page_number":104,"box":{"x":75,"y":67,"width":128,"height":12}},{"id":"ed9cb287-161d-492f-8af7-d5b6c6553255","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":"76ec5b20-2c98-4ed1-9980-85cd7e156193","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":"32e7f947-4d10-44b8-ae8e-3f8616d919ff","block_type":"box","text":"allow fund providers to offset fund expenses.","page_number":104,"box":{"x":59,"y":123,"width":314,"height":13}},{"id":"fc46b3f2-5b48-4fd8-ba54-6b65ebcb1c99","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":"58757f41-3697-43ad-b3ae-aae971e38bf1","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":"10886bb9-f7c5-49f4-a79f-8ad9fe5d0392","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":"359b6e9f-d7d7-49b0-bd53-b36ca2b8bdfa","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":"6ef1b055-3641-4994-932b-cf51455c60e6","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":"b3f081ce-4d77-451e-99bc-0013c14ce240","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":"7961009e-417d-4b07-9512-73131dc28dd7","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":"8dfdb6d2-d802-4c19-b53b-cc72cf825f88","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":"390b21a4-3216-4fe7-972b-6814e30c7e9a","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":"7fe5d427-84cb-4081-a65f-8d4a5fc07d49","block_type":"box","text":"not warrant recalling securities on loan. 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-21","page_number":107,"box":{"x":502,"y":199,"width":353,"height":10}},{"id":"5bf70d42-aadf-4f57-9fda-fff260ffce1e","block_type":"box","text":"Philosophy on investment stewardship . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-22","page_number":107,"box":{"x":140,"y":218,"width":717,"height":12}},{"id":"a5816909-fbf7-4167-9259-08803300cb87","block_type":"box","text":"Key governance topics","page_number":107,"box":{"x":140,"y":237,"width":156,"height":12}},{"id":"ee8e2468-a416-44c6-8d41-a3637ebf31eb","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-23","page_number":107,"box":{"x":299,"y":237,"width":558,"height":9}},{"id":"e04a225b-47e2-46d2-8826-376b6ea601b1","block_type":"box","text":"Boards and directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-24","page_number":107,"box":{"x":140,"y":256,"width":718,"height":9}},{"id":"564bf801-1e14-4c4d-83cc-6a3d1ff99e17","block_type":"box","text":"Auditors and audit-related issues","page_number":107,"box":{"x":139,"y":274,"width":232,"height":10}},{"id":"7f269acf-c44a-4a5f-aa50-8b1568127761","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-26","page_number":107,"box":{"x":378,"y":275,"width":480,"height":9}},{"id":"c61d9d38-37b4-4365-aaef-c214aee16597","block_type":"box","text":"Capital structure, mergers, acquisitions, asset sales, and other special situations","page_number":107,"box":{"x":140,"y":293,"width":557,"height":13}},{"id":"6a929962-915d-48b2-9d12-8e6c456277b8","block_type":"box","text":". . . . . . . . . . . . . . . . . . .A-26","page_number":107,"box":{"x":704,"y":294,"width":153,"height":9}},{"id":"2da1f974-9179-452e-aef4-77a07b241bda","block_type":"box","text":"Executive compensation and benefits","page_number":107,"box":{"x":140,"y":312,"width":261,"height":13}},{"id":"8b8ddbf6-bd6f-4908-b467-414c6da495d6","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-27","page_number":107,"box":{"x":404,"y":313,"width":453,"height":9}},{"id":"6b42c509-c713-43d9-88c2-a3e7d6c9617c","block_type":"box","text":"Shareholder protections and other corporate governance matters","page_number":107,"box":{"x":140,"y":331,"width":457,"height":13}},{"id":"ec88edc2-1aee-4c84-8d90-60e6b7d7e90a","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-28","page_number":107,"box":{"x":599,"y":332,"width":258,"height":9}},{"id":"d2231fe7-d561-42d6-a118-1737707c67bf","block_type":"box","text":"Shareholder proposals","page_number":107,"box":{"x":140,"y":350,"width":156,"height":12}},{"id":"fdb1d32c-715e-4b5e-8a97-1500ea7105fd","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-28","page_number":107,"box":{"x":299,"y":351,"width":558,"height":9}},{"id":"34a4f385-a35a-463b-990a-9bd356321260","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":107,"box":{"x":140,"y":369,"width":373,"height":12}},{"id":"79293324-c7c8-4d55-b22d-e5c9b25e08f2","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-29","page_number":107,"box":{"x":515,"y":370,"width":342,"height":9}},{"id":"cf0e8330-d646-4b8f-80fc-46eeb43731f7","block_type":"box","text":"BlackRock’s oversight of its investment stewardship activities","page_number":107,"box":{"x":140,"y":388,"width":427,"height":12}},{"id":"c3dd7179-9e15-4019-9939-a143dc35b58a","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-31","page_number":107,"box":{"x":573,"y":388,"width":282,"height":10}},{"id":"2c446062-e718-4ef5-aa33-2ac9adbcbe56","block_type":"box","text":"Voting Choice","page_number":107,"box":{"x":139,"y":407,"width":98,"height":12}},{"id":"a79651f6-061d-45a2-9e8e-718337046d1a","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-32","page_number":107,"box":{"x":241,"y":407,"width":616,"height":9}},{"id":"7575bd12-cb14-41aa-99da-411e58a802b4","block_type":"box","text":"Reporting and vote transparency","page_number":107,"box":{"x":140,"y":426,"width":229,"height":12}},{"id":"9dc04fdc-c15b-41e6-89b4-e9c2ad7de697","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-32","page_number":107,"box":{"x":371,"y":426,"width":486,"height":9}},{"id":"6821f7b9-4b9f-4014-bc10-e5344b252e0d","block_type":"box","text":"Introduction to BlackRock Investment Stewardship","page_number":107,"box":{"x":60,"y":458,"width":365,"height":13}},{"id":"2b3fd078-8abf-4268-b4b4-4c96451a740f","block_type":"box","text":"At BlackRock, investment stewardship serves as a link between our clients and the companies they invest in and is one of the","page_number":107,"box":{"x":59,"y":485,"width":874,"height":12}},{"id":"659ca168-0b80-419e-bd9b-64b4d2d1bc83","block_type":"box","text":"ways we fulfill our fiduciary responsibilities as an asset manager on their behalf. BlackRock offers a range of proxy voting","page_number":107,"box":{"x":59,"y":500,"width":842,"height":12}},{"id":"d1ee024b-05a3-48ed-8a34-0f136e8e293d","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":"f6deb77f-0de2-4aec-8754-f7016c9ec9b5","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":"fa67febb-ff3d-4f06-8bac-14192efc57eb","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":"09518f5c-ee04-4ee3-a620-8f4b0dd180aa","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":"eccb1a92-1ca1-4c78-869d-a5138e3dbabf","block_type":"box","text":"1. Engaging with the boards and management of companies","page_number":107,"box":{"x":61,"y":592,"width":456,"height":12}},{"id":"51cc8f29-3cc3-4cc7-aac6-793c89357a67","block_type":"box","text":"in which clients are invested to deepen our understanding","page_number":107,"box":{"x":523,"y":592,"width":405,"height":12}},{"id":"e641f354-e204-4243-ba50-a1eee4c31329","block_type":"box","text":"of a company’s business model, including how they are overseeing material business risks and opportunities over time,","page_number":107,"box":{"x":98,"y":607,"width":833,"height":12}},{"id":"ee9db20d-2d44-44fc-acee-2bd3ffb27291","block_type":"box","text":"and to help inform our voting on behalf of clients.","page_number":107,"box":{"x":98,"y":622,"width":347,"height":13}},{"id":"5dc5893a-a9f9-4371-9932-145c9ed6cbfe","block_type":"box","text":"(1)","page_number":107,"box":{"x":447,"y":620,"width":14,"height":8}},{"id":"e2969248-0d81-4da9-8709-321b4060e7f6","block_type":"box","text":"2. Voting at shareholder meetings","page_number":107,"box":{"x":59,"y":642,"width":266,"height":13}},{"id":"4d47a528-fe4c-4ac7-a2d1-4c731a32bac2","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":"fa0d6e79-3cba-40a3-a646-36539dfc78ee","block_type":"box","text":"vote on their behalf.","page_number":107,"box":{"x":98,"y":657,"width":139,"height":10}},{"id":"2008e4ee-f051-4b22-9804-e42640f4f5dc","block_type":"box","text":"3. Contributing to industry dialogue on stewardship","page_number":107,"box":{"x":59,"y":678,"width":396,"height":12}},{"id":"11d8a3f7-354c-45a5-a1cc-c0a1721a9ac1","block_type":"box","text":"to share our perspectives on matters that may impact our clients’","page_number":107,"box":{"x":459,"y":678,"width":458,"height":12}},{"id":"a0f6f341-bd88-4e0f-bb8c-e1eee40445e1","block_type":"box","text":"investments.","page_number":107,"box":{"x":99,"y":694,"width":87,"height":8}},{"id":"996afa1d-1ec1-40a7-ac19-e32adc731a68","block_type":"box","text":"4. Reporting on our activities to inform clients","page_number":107,"box":{"x":59,"y":713,"width":353,"height":12}},{"id":"edb1ff45-0bde-4182-a9bb-7117ff5fb11b","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":"678e40dd-bc38-47bd-8fd8-da0e49e7fe58","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":"de3b82cb-9049-48fb-9f95-f764949cad16","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":"f8916653-7867-4aea-9452-07e712aa29a8","block_type":"box","text":"corporate governance matters and other material risks and opportunities under BIS’ Benchmark Policies. The BIS Benchmark","page_number":107,"box":{"x":59,"y":770,"width":873,"height":12}},{"id":"e110cf85-8c91-4239-86fc-50bde21c1255","block_type":"box","text":"Policies – which are comprised of the BIS Global Principles, regional voting guidelines, and Engagement Priorities – apply to","page_number":107,"box":{"x":60,"y":785,"width":860,"height":12}},{"id":"7c9793a4-a04c-4025-a5ea-9c3d327365a5","block_type":"box","text":"(1) On February 11, 2025, the U.S. Securities and Exchange Commission (SEC) staff issued updated guidance for shareholders to maintain their eligibi","page_number":107,"box":{"x":59,"y":866,"width":849,"height":10}},{"id":"35cf7a96-c1ee-4b67-ad5c-05d9d046ceca","block_type":"box","text":"lity","page_number":107,"box":{"x":909,"y":866,"width":16,"height":10}},{"id":"778fbf14-b094-4f38-a9b5-efa80d3beb05","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":107,"box":{"x":91,"y":879,"width":847,"height":9}},{"id":"d47f2fde-cf23-4a29-9ff0-fbeacedde11d","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":"60855bfe-794d-49a4-a367-19bdbf277d2b","block_type":"box","text":"A-21","page_number":107,"box":{"x":482,"y":916,"width":31,"height":9}},{"id":"30738717-efc0-4e37-bf72-96c61390e1f9","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":"ea7db7b5-6135-43d4-a4e3-a593893c5aad","block_type":"box","text":"advancing clients’ long-term financial interests.","page_number":108,"box":{"x":59,"y":82,"width":331,"height":12}},{"id":"7f492746-7543-4708-8269-c995664ec0ff","block_type":"box","text":"(2)","page_number":108,"box":{"x":392,"y":80,"width":14,"height":8}},{"id":"3eaba4a7-4cf8-45fa-bb55-655f78be84ea","block_type":"box","text":"Philosophy on investment stewardship","page_number":108,"box":{"x":60,"y":108,"width":277,"height":13}},{"id":"b700e522-f6bd-49e0-9230-ed2f374f24d2","block_type":"box","text":"Sound governance is critical to a company’s ability to create long-term financial value. We maintain global principles on","page_number":108,"box":{"x":59,"y":135,"width":836,"height":12}},{"id":"d4155cf7-ff8e-449a-8551-c284f9dfd54b","block_type":"box","text":"corporate governance, which guide our approach to stewardship across jurisdictions, while recognizing the unique","page_number":108,"box":{"x":59,"y":150,"width":803,"height":12}},{"id":"9875462e-8b0f-4fbe-acf6-44e21fc348a0","block_type":"box","text":"characteristics of the different markets where companies operate.","page_number":108,"box":{"x":59,"y":165,"width":459,"height":12}},{"id":"bd5152df-b02b-43d5-9636-9dc0bba35537","block_type":"box","text":"Setting, executing, and overseeing strategy are the responsibility of management and the board. As one of many minority","page_number":108,"box":{"x":59,"y":191,"width":851,"height":13}},{"id":"5ae02c6a-68a4-4edc-9447-17d037a9fbd0","block_type":"box","text":"shareholders in public companies, BlackRock does not direct a company’s strategy or its implementation, nor how they","page_number":108,"box":{"x":59,"y":206,"width":834,"height":13}},{"id":"740a1b0b-bd2b-49de-8046-59ba28378fca","block_type":"box","text":"should manage material business risks. Our role, on behalf of clients as long-term investors, is to better understand how","page_number":108,"box":{"x":59,"y":222,"width":843,"height":12}},{"id":"5cdedd05-a2f5-4cec-9c36-d9b486e55b7b","block_type":"box","text":"corporate leadership is managing material risks and capitalizing on opportunities to help protect and enhance the company’s","page_number":108,"box":{"x":59,"y":237,"width":876,"height":12}},{"id":"3b35b90d-1f11-46be-8d23-e7d00b40b491","block_type":"box","text":"ability to deliver long-term financial returns.","page_number":108,"box":{"x":59,"y":252,"width":306,"height":12}},{"id":"3e19dd2b-87eb-4d84-84df-6c830e95a580","block_type":"box","text":"Stewardship in practice","page_number":108,"box":{"x":59,"y":278,"width":169,"height":13}},{"id":"f3e932c3-f488-4040-b10d-b99ebdf13fde","block_type":"box","text":"The assets BlackRock manages belong to our clients, which include public and private pension plans, insurers, official","page_number":108,"box":{"x":59,"y":305,"width":821,"height":12}},{"id":"a811fe68-08ca-4d01-92ad-d457aaed8860","block_type":"box","text":"institutions, endowments, universities, charities, family offices, wealth managers, and ultimately, the individual investors that","page_number":108,"box":{"x":60,"y":320,"width":871,"height":12}},{"id":"376b92f5-a806-433f-a810-eaebcbc0ac80","block_type":"box","text":"they serve. Through stewardship, we assess how companies are creating long-term financial value to serve our clients, many","page_number":108,"box":{"x":59,"y":335,"width":873,"height":12}},{"id":"9ca78f38-6c3a-404e-afb0-9370293348b3","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":"abb7b0f7-0b7a-44d0-9c97-c6425de7c12b","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":"b037f7a3-d35a-47ff-a459-e7b1e9575f9f","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":"7cd22e0e-eb3b-49ff-b5fd-01b4bc83351e","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":"79597bb2-c8be-4806-8335-fcbb77df6aa0","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":"4e839e4c-3551-4b01-88af-f8b5b2781a23","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":"334bac54-6503-4871-b70b-232e64f35d3f","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":"cfb235e8-05fd-46e1-9e64-4a60b7126105","block_type":"box","text":"goals.","page_number":108,"box":{"x":59,"y":467,"width":40,"height":13}},{"id":"ba7f9ad5-02a4-4490-8e10-ad37e6494a17","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":"65a68d5e-b194-4651-9334-ee32dd4b3d23","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":"cd50afe4-7696-48e4-baeb-56c64f656441","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":"7235c647-d96b-4aac-85b6-f08a55a38b2c","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":"461eb33c-e021-4bf4-b929-e0b654aab063","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":"fe214813-02f9-4bb9-99ab-133f0940179e","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":"6f887417-8cee-43f7-b225-97fe97d46e1f","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":"179ebb7b-d64e-458f-a638-e240ffe9cc58","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":"ad09630f-f304-4fbf-b55a-05f5ff2e16e6","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":"067f01f0-2fc6-4033-a4fa-0f615683aa23","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":"94ee151a-9df7-4d3e-ba06-f2b54504465e","block_type":"box","text":"proposal.","page_number":108,"box":{"x":59,"y":656,"width":64,"height":13}},{"id":"3d26f328-9bc1-40b3-a1ab-37810345ea9a","block_type":"box","text":"Shareholder rights","page_number":108,"box":{"x":59,"y":683,"width":133,"height":12}},{"id":"10e4efba-a3e3-4103-8293-890417efd641","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":"9d33c751-b543-4faa-bed2-32bffef08372","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":"d0895ef7-e468-4b63-9e39-a63e9b716096","block_type":"box","text":"(3)","page_number":108,"box":{"x":713,"y":722,"width":14,"height":8}},{"id":"039bbdc3-2194-4164-bcac-ef90df148e7f","block_type":"box","text":"For example, in most","page_number":108,"box":{"x":734,"y":724,"width":145,"height":13}},{"id":"5f7a811e-ca42-4106-95cd-abeb9b647756","block_type":"box","text":"markets, shareholders have the right to:","page_number":108,"box":{"x":60,"y":739,"width":276,"height":13}},{"id":"06df4820-198f-4d74-b90a-ffbeaf5608ed","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":"440a5364-f11e-424a-b514-1f11275b02fd","block_type":"box","text":"or bylaws.","page_number":108,"box":{"x":92,"y":775,"width":69,"height":12}},{"id":"6348bc41-6fd5-43a1-88f9-4dc9aecd9086","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":"6025d5ff-4eb1-472e-8ea6-1880345d24d1","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":"67814785-f64c-4be9-82e9-8e567140e858","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":"d3847adf-5c81-4504-9ce2-93b9fea95d18","block_type":"box","text":"st","page_number":108,"box":{"x":908,"y":839,"width":10,"height":7}},{"id":"90c1b2b6-2a54-4619-85bc-2ce3d4246a54","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":"057bf34a-1d7c-4f4b-bbdd-b93a898cc588","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":"7780c2a8-61ad-4205-b397-75acb6ad6729","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":"5f09a8bc-b4fd-4150-9deb-8823dfcba62f","block_type":"box","text":"December 2025.","page_number":108,"box":{"x":92,"y":891,"width":91,"height":8}},{"id":"25b98037-fe3c-453d-98fd-e14067b1ff70","block_type":"box","text":"A-22","page_number":108,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"79f7d0c0-ecc6-4cab-be64-d1f857c0665a","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":"23bb45ee-bf14-4b0c-9aa0-ac736f93f387","block_type":"box","text":"material — to make informed decisions.","page_number":109,"box":{"x":92,"y":82,"width":279,"height":9}},{"id":"ec3851d6-60b7-441c-86a3-8fe47726c6b3","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":"bd4d06c6-60d8-47c4-9c85-076c35f3be62","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":"d8e0a8dc-ac82-4877-b0ff-11b6714b7327","block_type":"box","text":"Key governance topics","page_number":109,"box":{"x":60,"y":150,"width":161,"height":12}},{"id":"b396a2c0-e184-4073-a816-49d41e8aee66","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":"2afbc684-b6e5-4389-8e12-dac4d2b3415c","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":"1de8e399-b166-45a9-adc6-663e820193d2","block_type":"box","text":"at shareholder meetings. These areas include:","page_number":109,"box":{"x":59,"y":206,"width":320,"height":13}},{"id":"99a0bdf2-bc61-4295-991c-228f7c30ecc7","block_type":"box","text":"• Boards and directors","page_number":109,"box":{"x":59,"y":227,"width":176,"height":9}},{"id":"2363eb1c-2022-4c6a-9d5b-f7d77358f748","block_type":"box","text":"• Auditors and audit-related issues","page_number":109,"box":{"x":59,"y":247,"width":264,"height":9}},{"id":"cd4fc174-d811-4bad-ab58-c15b579daf8d","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":"582dade4-0391-471a-a513-28fcf1914a79","block_type":"box","text":"• Executive compensation","page_number":109,"box":{"x":59,"y":288,"width":202,"height":11}},{"id":"7908c314-849f-4376-acec-1c3fda31e457","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":"3e1a8252-63df-4ee1-8722-08c7c3f94e28","block_type":"box","text":"• Shareholder proposals","page_number":109,"box":{"x":59,"y":327,"width":189,"height":13}},{"id":"62d38128-c35d-4508-a779-63fe3d503112","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":"dd162e04-c17a-4efa-95ed-a53105ec8af8","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":"6dc2dbd9-fada-4cc1-9ca9-b55438b70363","block_type":"box","text":"operate.","page_number":109,"box":{"x":59,"y":385,"width":56,"height":11}},{"id":"f9bdda42-8f09-4e9f-a3b7-e94e080463b5","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":"6b653c08-d5fb-406c-ab1e-e4963271fa56","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":"f7bbf629-9ecb-4573-ae15-5e43c4496eee","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":"51894f4e-03ad-46a5-ac8a-7b7db08e26b2","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":"4078464c-33eb-4feb-93e1-3fa7c0b14f5e","block_type":"box","text":"(4)","page_number":109,"box":{"x":677,"y":454,"width":14,"height":8}},{"id":"d13dc86a-4d99-48a1-b3f2-2a3f185f1804","block_type":"box","text":"Boards and directors","page_number":109,"box":{"x":322,"y":482,"width":355,"height":23}},{"id":"da7e3b0c-b13e-47a0-95b5-34d424c26f5c","block_type":"box","text":"Oversight role of the board","page_number":109,"box":{"x":59,"y":525,"width":194,"height":13}},{"id":"d295536b-a61b-4a4a-99a0-85459b397e3a","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":"0f69f69b-c102-4d4d-9881-449972efbb40","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":"40d7f744-5930-4345-a1d5-d6d4e192be34","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":"2d552e02-b66e-49a7-9a27-41348628f81d","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":"4349892a-1d95-4ad6-9189-9034c23744d8","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":"8e096034-adfa-42f8-a774-f45f4b28b983","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":"a3b3e517-cfb5-4eea-92f1-0e6dccffa056","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":"942c5bac-d1be-438f-ab56-8b7e889a7fb5","block_type":"box","text":"which a company is operating.","page_number":109,"box":{"x":59,"y":669,"width":213,"height":12}},{"id":"fb2095ec-820a-4c82-ac8c-137d4abea52d","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":"a9cc8522-9d4c-4c13-aac0-94e699c6d7ed","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":"5794ccb4-7d23-470a-a8ed-38d77ac3aa94","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":"7275e821-21c9-4e4f-aa27-d301d347f891","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":"f02fb09d-3cab-499e-8d16-be87342ce99d","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":"e787c75b-2189-44ec-83a4-cc0463d23b54","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":"1715c342-eefa-40b0-8cb4-596bffa4bc73","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":"de82d343-b81b-4a7e-b437-4105b41b8250","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":"99c4d28b-f4a2-48cd-b66a-2ab8ccd3468b","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":"9ddac7de-59c1-4b6c-bf00-dfc34b41d0bb","block_type":"box","text":"rmed","page_number":109,"box":{"x":897,"y":853,"width":28,"height":8}},{"id":"7ddaa88a-32a8-4a94-9e0f-d0a8ac7fb56c","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":"0cd710f7-8067-4873-b424-1494ceabb8c7","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":"87161201-ebc4-49dd-856c-f79538692454","block_type":"box","text":"voting guidelines.","page_number":109,"box":{"x":91,"y":891,"width":98,"height":10}},{"id":"5ac21b1d-02c1-484e-b49e-cb1fe14cc86e","block_type":"box","text":"A-23","page_number":109,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"41885499-b553-403c-b2e6-33ef65ad8d53","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":"1c1b6d90-70d4-4c2d-b2b3-fc904b22a021","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":"4968ae90-5732-411d-9f6e-74def482b7e0","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":"afcabab6-b39b-41fb-98a5-8aff835eb014","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":"4d388589-99f5-41d1-a0ef-981663d1e6f1","block_type":"box","text":"particular responsibility for the issues.","page_number":110,"box":{"x":59,"y":138,"width":264,"height":13}},{"id":"44f56eee-b3a5-4de0-893a-7299f42090c8","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":"1787cad8-afd2-40a8-9ed2-4cd6a70bfadf","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":"d649d450-c2b6-42a6-9941-5992638b85af","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":"1ab11c6a-2237-4aff-af41-e063e7933c97","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":"ee6ceca0-df2c-4774-b521-0fdfd9ca16dd","block_type":"box","text":"and business model.","page_number":110,"box":{"x":59,"y":225,"width":143,"height":10}},{"id":"6964dfab-f6a8-49f4-aad1-f2322e1c4f8b","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":"13802a9e-e538-491f-a932-4c19cb80bd02","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":"d64fbf2c-dd59-4bde-b62f-599e68e92957","block_type":"box","text":"Regular accountability through director elections","page_number":110,"box":{"x":60,"y":293,"width":354,"height":13}},{"id":"00fdd86d-5df8-4254-9303-b36493c2208c","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":"a328d2e2-6e01-4e62-8327-a4d3972ab730","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":"3cfa02de-fd34-411a-8fb8-9994d3df5f7c","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":"a4dada61-1589-48cc-bf82-0d76f01732b9","block_type":"box","text":"(5)","page_number":110,"box":{"x":645,"y":348,"width":14,"height":8}},{"id":"6a53b03c-0059-4d3b-ad9c-66c31f798f55","block_type":"box","text":"Annual director elections allow","page_number":110,"box":{"x":664,"y":350,"width":217,"height":10}},{"id":"a4c5a654-d73a-468b-b765-0dbea75a6668","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":"96d7d491-02be-4ae4-b708-a9b541c965c2","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":"6d22f87a-5783-440a-822a-61c1bcac0dd8","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":"63f370e9-5b39-4662-8345-93dcea5a4aaa","block_type":"box","text":"election at each shareholder meeting.","page_number":110,"box":{"x":59,"y":411,"width":263,"height":12}},{"id":"7aa70e70-9b00-4f8a-bbb9-f2eae255c263","block_type":"box","text":"Board quality and effectiveness","page_number":110,"box":{"x":60,"y":437,"width":224,"height":12}},{"id":"e850f324-cb58-4783-83ba-9d3795445631","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":"5b42d38a-37df-494e-94df-1020682f9ca0","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":"fb63e6c4-1b04-43db-a859-76d44826a9a2","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":"5233bd08-0236-48bf-bbb9-243cd37ec6b5","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":"58b1f4d8-17d7-49f4-81be-4c00a8c32d55","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":"0ccb0b4e-f17a-404e-9ef5-4cc9f8550869","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":"45e33ad9-3311-4798-ad3b-44b3db881b5f","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":"a247e609-b97b-4bcd-badf-50ab4c8f4220","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":"acffece1-bb38-4610-9377-88db7cdf9c26","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":"c64eb0d8-7b43-425e-a43e-7405cdcf2ac1","block_type":"box","text":"term financial returns.","page_number":110,"box":{"x":59,"y":611,"width":154,"height":10}},{"id":"4d40c64a-36cf-4bd1-84e5-8f3c1f50378d","block_type":"box","text":"Director independence","page_number":110,"box":{"x":60,"y":637,"width":164,"height":13}},{"id":"e64df895-d7b6-4d76-b70b-31d5e8ce7b05","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":"1bdead36-1c41-4f7f-ba6b-8abb9c984b82","block_type":"box","text":"corporate governance across markets.","page_number":110,"box":{"x":59,"y":679,"width":267,"height":12}},{"id":"90c3b647-7882-4cb1-b816-ea0770482ea8","block_type":"box","text":"(6)","page_number":110,"box":{"x":328,"y":677,"width":14,"height":8}},{"id":"b779178f-bceb-4d50-92e7-e8476a02c7dc","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":"f3873fe1-475e-4584-9eaa-b4c654af48d1","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":"7056a2de-d93f-4ca3-9bef-3d7898f13dbd","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":"f4785aa3-23d4-427f-90ba-023a21052348","block_type":"box","text":"of controlled companies, at least one-third.","page_number":110,"box":{"x":59,"y":724,"width":301,"height":13}},{"id":"08c563fa-1a2d-4e9b-ade2-3f90b41c37dc","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":"b43dcb42-e523-4b97-99a9-f8567b957a6a","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":"96b5698c-8d9a-4986-a67e-71f2d7878955","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":"e1e67c55-ec13-4c12-9ea3-3cdf0e26cf62","block_type":"box","text":"• Interlocking directorates","page_number":110,"box":{"x":59,"y":811,"width":203,"height":13}},{"id":"1f0dfa4b-f52e-4886-929e-340f3e93e3de","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":"5be2faaf-dac2-43c0-9148-c739812ba748","block_type":"box","text":"est","page_number":110,"box":{"x":900,"y":852,"width":16,"height":7}},{"id":"c9129881-9e2a-4cab-a282-88cea0caba5e","block_type":"box","text":"practice.","page_number":110,"box":{"x":92,"y":864,"width":46,"height":9}},{"id":"3c6f9400-cec8-4b67-a9d6-b21da1d90a29","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":"d1ff71ba-6188-4d9e-9500-66312c8a80f7","block_type":"box","text":"ov","page_number":110,"box":{"x":918,"y":881,"width":17,"height":5}},{"id":"37399b00-2841-4a73-90b9-f971af45bc41","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":"c3574672-c2f4-47de-b837-bf9ba621aa35","block_type":"box","text":"A-24","page_number":110,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"b13881d7-cc08-4ee4-b762-5b2b9d58026f","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":"11aac8be-14f8-4d2b-9fb2-fd8130c564f5","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":"111e4e6f-f0f3-4c1f-b4e8-219702c9382b","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":"96c78ccb-6648-4d7a-9017-256f4ea2b037","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":"45788dc7-a31c-40ee-bdea-33b4bb914e22","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":"911e10e2-f037-4030-81f4-070baa4468b4","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":"b212f32c-05e5-48a8-9bd7-0396409ba100","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":"6ed5533c-a354-494a-82b5-739efefa1548","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":"3617204b-176b-4b21-abaf-28cd144192bd","block_type":"box","text":"situation warrants.","page_number":111,"box":{"x":59,"y":200,"width":130,"height":9}},{"id":"58cb2f62-e08f-4d13-a679-ee8e19f4ccb6","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":"0f2dea21-4635-4d43-8f08-6aebe6d02cca","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":"1d132fa0-e72d-4d01-be2c-76a3f57ba9a9","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":"546ca37b-b6cb-447e-b1dd-602099d968ca","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":"7b59ccaf-0350-4101-8d4c-7d6fcd9b93d2","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":"6ea93328-e6b0-4d08-983e-371ee5aa0459","block_type":"box","text":"investigate a significant adverse event.","page_number":111,"box":{"x":60,"y":301,"width":267,"height":12}},{"id":"2776c4e0-c200-4d9b-b2e9-e639d018a9e7","block_type":"box","text":"Sufficient capacity","page_number":111,"box":{"x":59,"y":327,"width":133,"height":13}},{"id":"2247a2d8-3dff-494b-a0db-a5632702f209","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":"ba675abf-03d7-4d02-8ebb-704b32df1a6c","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":"2a50c84e-b017-4b16-bb57-cbd2af86ce6c","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":"95e9c020-3558-4acc-910c-7d0dd609bda1","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":"b2c6a12d-da33-4216-a860-26879f5aac16","block_type":"box","text":"Board composition","page_number":111,"box":{"x":60,"y":426,"width":135,"height":12}},{"id":"6f65aef1-7bc8-4a31-9c23-8a1a833e91a1","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":"9ce85226-0f04-4123-8c17-ec229854f1e7","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":"cbf3924a-340b-46dc-9374-ace5ed95b516","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":"7d83172d-d9d3-47c2-bad3-433dcda7b535","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":"e1711c96-06d2-4621-bea1-0d4912d4a586","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":"ed4d50d0-d198-4450-bcd6-6fe942ec997f","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":"8a85d47b-2ad6-4ded-ad90-58d50ff7294b","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":"f62c5279-1d78-45bd-b513-e4c41a2e60d4","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":"32a2d4ee-7411-4407-ac00-4150f8fa4319","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":"2fe2697f-5af0-4248-a4b8-7b7a7df6996a","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":"57144554-b29a-4245-b415-5c757dee12b5","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":"80a350d9-5479-4cae-9526-3fb70016caa7","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":"693e9134-b09a-4985-9c2f-9f77bf5d9d2b","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":"c59f57dd-89f7-4234-b5be-ecf078a3d66e","block_type":"box","text":"Auditors and audit-related issues","page_number":111,"box":{"x":59,"y":683,"width":239,"height":9}},{"id":"f31888f0-f310-462f-a97d-39d97c256ad4","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":"3807f642-f8b6-4f19-bac8-4d80041527f1","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":"b60cc762-4919-4589-987f-84e72aaffdcd","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":"95ed8a10-ed34-4b9a-a591-bf1222e11201","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":"639cc18b-29bb-4cec-b9fc-bcdac23578b8","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":"4216ee44-b3a6-4713-84af-865ccc00eaf8","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":"5ff49084-ecb0-4bfc-9a7a-634838dc8c12","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":"fd07c7d5-d242-4655-9c08-89235113a83f","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":"04e1ad99-db25-4b25-8796-cb5106b2a1c5","block_type":"box","text":"(7)","page_number":111,"box":{"x":588,"y":824,"width":14,"height":8}},{"id":"4788916d-28b7-4f31-81df-25734334579a","block_type":"box","text":"In our view, effective audit committee","page_number":111,"box":{"x":608,"y":826,"width":262,"height":12}},{"id":"0c4ddd9d-9896-4e01-8994-e431f44532ae","block_type":"box","text":"A-25","page_number":111,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"c5f8c40c-4363-4ee8-a641-520a346fca26","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":"b5337149-bc95-45a2-8d49-315ef53ded55","block_type":"box","text":"reassurance to shareholders.","page_number":112,"box":{"x":60,"y":82,"width":199,"height":9}},{"id":"4defc89f-80f5-4d70-a9da-3a12ac5fc06f","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":"974dfb60-a315-471d-83d0-c0ee4cbaea77","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":"68daa1c3-0ba7-4c30-8937-c587f95e0b46","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":"153d2411-d4be-4e92-96ed-a2e255390d60","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":"2f5ad231-898b-44bd-97fb-3268b27ba7ab","block_type":"box","text":"oversee the audit process and related activities.","page_number":112,"box":{"x":59,"y":169,"width":330,"height":12}},{"id":"cfa8ece4-b315-4c7e-93c7-c8eb0666c7f7","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":"70378e28-189d-4319-b907-b187efa5320b","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":"f351f59b-95c1-448a-bace-d989cdb8e904","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":"2b9ce1cf-ce40-4127-b36a-f95c6a411102","block_type":"box","text":"function.","page_number":112,"box":{"x":59,"y":240,"width":62,"height":10}},{"id":"15817b4d-d235-4ea5-8973-54e64bd478f4","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":"a786b5fd-fc51-45df-a63b-870de7277305","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":"905499d6-e7ca-400c-91b5-65d923aaacd8","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":"9b819dc5-22af-4f30-a078-88f0abb07ff4","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":"6dcb6918-7131-48e3-a610-93e5fe9a346e","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":"87ee3f7f-e439-40bd-b74f-eb3168d42304","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":"31c08e66-2579-4b9b-bc8e-fb8b31270b9a","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":"0f619865-b83f-482b-8936-027187352e57","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":"3ca021ca-0e97-43b3-8dfa-04a2e20c31d4","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":"96231ba3-75e6-4242-ae3e-a0a74cf1dc17","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":"a08bca03-021a-4db4-86f4-9e94b4417267","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":"5f88e10b-8346-4bc5-a597-466dce325638","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":"8904ac9c-0571-4b3b-bb16-dc4638ffbf2f","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":"0debe47f-fc46-447a-85dc-af256e0fd025","block_type":"box","text":"shareholders against the dilution of their interests.","page_number":112,"box":{"x":59,"y":497,"width":351,"height":13}},{"id":"fae56ffd-2c43-48c7-b69e-9f474241df24","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":"1aae09c6-e5b6-4df0-925b-f06353f03369","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":"a83a422e-e178-40c0-a8f0-db2fb75eb9b2","block_type":"box","text":"registered shareholders.","page_number":112,"box":{"x":60,"y":554,"width":166,"height":13}},{"id":"846c3865-21ee-4ba9-8fe1-4ceb826a7631","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":"fdcfa19c-09e8-4db6-beb9-b5af2a5942ac","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":"dc9826d9-cd87-4a8f-850b-679b2d95ecf5","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":"99f7e8f1-78d0-48f7-bcdd-02522d8c3daf","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":"e763f978-d20e-4961-9f04-923ea5e1a618","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":"394ddf56-ac23-45bb-93c1-ff45ba25b2d3","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":"78500f10-08d5-416b-8182-91af36b7ee15","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":"567e1d0c-183c-4b04-999e-955c861a16bd","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":"97cc9192-4a55-489e-925b-166744ad5c69","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":"5bf2ba3c-0529-4542-854d-8199e5cba3fe","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":"4ba42b0e-80b7-4b9a-81a3-ee2e72497d95","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":"eb09739f-ef28-4418-b0fa-b804d3058984","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":"0088d014-611a-499f-bbd2-c97251e2e8af","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":"1af4eefb-4e06-4d66-bc45-173414d03b60","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":"78ce1cbd-4449-4c6b-aefd-873e27662165","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":"9d1f0408-e4a8-459d-93f9-56929cdb4a93","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":"762b9ae7-37d0-4556-89ba-723317499a60","block_type":"box","text":"ng and","page_number":112,"box":{"x":898,"y":853,"width":37,"height":10}},{"id":"bd8a13de-8696-4a3b-85d5-1598b8dd79b8","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":"59ac50ef-fbb5-4193-988b-b2e52f8b9a8e","block_type":"box","text":"son","page_number":112,"box":{"x":911,"y":868,"width":24,"height":6}},{"id":"0dbaed03-2eab-4b36-b4fc-aee4ffc36e26","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":"2d10861f-79c8-4189-a080-11751db66154","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":"3bc3af6f-6fd0-4efc-b9d6-215c830fecbc","block_type":"box","text":"A-26","page_number":112,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"b8bfede9-c862-4de0-92e8-bebcf65f648e","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":"7dd1c38b-3870-4fb6-8885-1286a78bfc47","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":"2a6be8dc-5f79-474e-a92e-45fda0311678","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":"ac4729e2-6da7-43c5-8ce7-aadbc2e56ba4","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":"839a325c-ec29-482b-833e-e5bb1965fdc9","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":"43f417f8-14a0-40cd-ad4c-07be8122fa6a","block_type":"box","text":"periodically thereafter.","page_number":113,"box":{"x":59,"y":142,"width":155,"height":13}},{"id":"4e9f8b51-369f-4383-a94f-ee695a9a5757","block_type":"box","text":"Executive compensation and benefits","page_number":113,"box":{"x":60,"y":169,"width":268,"height":12}},{"id":"bc5d8371-8c89-4ab9-9344-699e692e0762","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":"fa13188a-82cd-498b-aeb6-aca167f4e119","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":"69547ee4-a658-493e-baa8-d32b75406d23","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":"2a1fbe87-6a5b-46d5-9d01-ea6132e99b5c","block_type":"box","text":"(8)","page_number":113,"box":{"x":835,"y":223,"width":14,"height":8}},{"id":"1cba1ca3-f816-40f7-ad0f-5cebf5e28a03","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":"4382f266-15eb-4b57-afa9-00900395f9c3","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":"627c1b3a-b1bb-477d-a37c-bf97b41f7d5f","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":"8330950d-27a9-4f3e-a02d-4e15097349e3","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":"bb49b64d-105f-495f-b66c-c8944f63f66c","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":"b8f2f651-7e5f-40c6-92e7-e2b02c68ef21","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":"6aa4023a-2cb4-407e-a898-8a968524e150","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":"d204f551-4b25-45b1-8cad-5a32df58fd66","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":"253d2491-80ea-4173-8b14-89ccbe26cdb9","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":"b4cd5292-0a9a-40cd-ba6d-5a0f72ab9491","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":"fa394da2-9c6f-4295-9534-8f716da07258","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":"9c44e4b3-c36a-4564-a233-0261a67a256d","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":"215ccdb8-e093-4ff5-b356-52e03049cae7","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":"3ea3a261-6ae8-48f6-9dfe-4818d635b8fc","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":"7502def1-d345-47ac-9994-293b0552bec7","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":"49899612-1f49-434b-b96c-5beb5c06a510","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":"e2958b26-fd8a-42e8-93d4-2942d70938a5","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":"f68a3afa-e4fb-4139-922c-94be1c96c624","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":"093681e4-a52a-4422-8981-99257d134870","block_type":"box","text":"total compensation on peer benchmarking.","page_number":113,"box":{"x":59,"y":547,"width":303,"height":12}},{"id":"2e7f7e14-bf7d-45ff-9891-32afeb8785db","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":"503b17b4-2d7d-4e4b-aa75-3601bb09d1f8","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":"8144fd25-cff8-473a-84b3-4bf0a6826299","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":"7c795682-4366-42e7-b944-1aa86a7a02c6","block_type":"box","text":"or resulted in a criminal investigation.","page_number":113,"box":{"x":59,"y":618,"width":262,"height":13}},{"id":"e51072da-78c9-4125-8d57-007be4d28a04","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":"54953cbf-57a2-4126-926e-d9545b9514f3","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":"24656660-18da-4b89-b2ab-eb2c8ae93684","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":"09d2d345-9246-45fd-a0aa-aa89f2684b19","block_type":"box","text":"charged with overseeing.","page_number":113,"box":{"x":59,"y":690,"width":175,"height":13}},{"id":"b34149f8-b2c3-4cf7-a0ee-372c2087499e","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":"d1a8e4a4-06f9-4ee1-977d-cfa7a6b3043c","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":"dd93380e-db4a-4d93-9ad3-cda5ffc916dc","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":"a507ac3e-c27b-4f75-af07-b960c97c03a4","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":"20eae4a1-525b-4188-82f0-d727060ecdd2","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":"6c25007d-3093-4d7b-8b3e-e033431485a9","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":"1b4cf5cc-5a4e-4105-84dc-ee79aa936992","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":"e3e8c936-aa92-40b0-8e99-d39e0d49ebfc","block_type":"box","text":"A-27","page_number":113,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"7985ffde-ea7b-442a-ab3a-cfaff501e9c3","block_type":"box","text":"Shareholder protections and other corporate","page_number":114,"box":{"x":110,"y":67,"width":777,"height":30}},{"id":"a98c09f4-19d1-4313-9ce6-30c660039768","block_type":"box","text":"governance matters","page_number":114,"box":{"x":327,"y":103,"width":344,"height":26}},{"id":"bba3f3b8-7061-49ff-b0de-029a5584908e","block_type":"box","text":"Corporate form","page_number":114,"box":{"x":59,"y":143,"width":111,"height":13}},{"id":"e6daffc8-90f1-49ce-a71f-54652c78360a","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":"e6bc3b88-d178-483e-ab08-300e176b087b","block_type":"box","text":"purpose and business model.","page_number":114,"box":{"x":59,"y":185,"width":204,"height":12}},{"id":"f47f9b3d-fc4b-4870-a552-e19a37d6637d","block_type":"box","text":"(9)","page_number":114,"box":{"x":265,"y":183,"width":14,"height":8}},{"id":"27e6a12c-bfa4-4b22-8e79-915ecb4698ee","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":"2b43844e-7418-425b-9e99-aaed30b9ac80","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":"df077819-60d5-47f2-8266-796591dc37df","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":"53aed35d-03a9-4c22-bd1d-ef37d80d2bf0","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":"fef6ce6d-24f5-4df5-913f-eb2eefc79ef5","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":"48dce218-bdcf-40f5-bcf3-7b1989034e60","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":"f0166277-25be-448b-913d-dec0df989c55","block_type":"box","text":"on a case-by-case basis.","page_number":114,"box":{"x":59,"y":276,"width":169,"height":12}},{"id":"fa3da675-45f7-4069-b013-6fe0cf2f8324","block_type":"box","text":"Shareholder proposals","page_number":114,"box":{"x":59,"y":302,"width":162,"height":13}},{"id":"0bc9c476-ccee-4f13-905f-af5752483c50","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":"688345d8-3f98-4765-b6ce-f0f8b665ffad","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":"75953c07-451c-42ca-9b61-18e2589b90c9","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":"8ac5c4d1-9390-4202-a630-c99c2c8714e6","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":"a7621f03-7fc8-4051-b96e-bab88ba9c13b","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":"b34ffc82-9691-4a81-b644-279a8d5798f2","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":"f48f08b5-5c69-4cc2-8e1f-be5561b1ac2f","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":"7d484fbe-d004-485f-9512-e3d4c0fdf739","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":"57f53104-fd13-47fc-b96d-84f77feedb97","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":"903c4d3b-1696-42d8-b553-8eeed8d5ef4b","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":"47b39c3e-7000-459c-b278-8f0cb31f88ca","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":"02664c9b-dc94-4923-af66-371e80109dc1","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":"7e4eca85-702d-458d-a479-4a35224b36ee","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":"04052b37-120d-4c9b-882d-42935a3cd250","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":"1a0f0dd6-39cb-4923-b1c9-44e60e375fd1","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":"bde99f6d-d1ba-407b-9efc-871970e6d412","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":"c2c3deb0-27a3-477a-adac-51fed787f5e0","block_type":"box","text":"given jurisdiction.","page_number":114,"box":{"x":59,"y":593,"width":122,"height":13}},{"id":"b12cd7ed-cddb-4229-974c-336fbde7638a","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":"aa811d8a-a69a-4fed-ad46-c95056eb99da","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":"2c7bdb76-16de-4ce3-b235-b1272b597462","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":"9b04c7be-7b4c-4ba1-a24c-9a0adb7b315f","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":"66fc6116-7bcb-4e27-baa1-5c4a02a4a0cf","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":"6f3424b5-b931-4fcd-900b-523359684d99","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":"0abb4f2e-88a9-4fea-a28f-831566cfa82e","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":"e595dacd-05d8-4d4f-b0ef-2d90385d3fc0","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":"92ae815e-2eb2-4b7a-9c8f-9b834d9b9886","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":"01b7c0bc-80ba-4483-bf0d-d93e143d1e40","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":"4dac7fad-e060-4838-bc95-2b1b94b7b44a","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":"2286a024-f701-4b1c-8868-46103015ae2a","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":"cf2eaa1c-f7dc-451e-9950-a0524310ca07","block_type":"box","text":"A-28","page_number":114,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"8e1b190e-fe31-4cac-827d-2234cda56e36","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":115,"box":{"x":59,"y":67,"width":387,"height":12}},{"id":"d40ff6c3-83fe-4709-8837-97613aa11faa","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":"5d9ca83e-fa34-4430-a0bb-3975570bb239","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":"7efd79a7-fdf0-4821-88c3-c6db9a83988a","block_type":"box","text":"creation.","page_number":115,"box":{"x":59,"y":124,"width":60,"height":9}},{"id":"be2d19dd-848e-429c-ba90-c5a6ad9098da","block_type":"box","text":"(10)","page_number":115,"box":{"x":121,"y":121,"width":20,"height":8}},{"id":"5bdd2aa2-b1ec-4755-958f-9d8835c74d18","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":"ba4bf455-c212-4868-a084-d8e43a74b9ca","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":"90493ad6-8a5f-43bc-bbed-cfb08214cfee","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":"5ea9d6be-e8e8-46bd-ab77-1f7e12952534","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":"9bb3b091-ca0d-4276-8fb1-11fa08cfcf72","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":"188981d2-2781-4ac8-9c4c-7b3e341ec17c","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":"3ec08d34-57b2-42cf-bc8c-3a9922cd93e3","block_type":"box","text":"useful in our analysis.","page_number":115,"box":{"x":60,"y":252,"width":149,"height":12}},{"id":"fde0d07f-150a-46bc-8e9b-960f435443f8","block_type":"box","text":"(11)","page_number":115,"box":{"x":211,"y":250,"width":20,"height":8}},{"id":"814f816f-cca3-4d8d-b9b7-1727996322d5","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":"3b8c7ee4-823b-4a48-a6aa-dc67170fe3fe","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":"3113955e-0f23-4d2c-bcb4-bf9723014ffb","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":"9ed7a6c6-ca53-4732-810c-2c0133cca8d2","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":"47a6bdbf-c206-4ba4-9ed4-8627b86adf7a","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":"6d9d6ced-da80-4cc6-990c-7c71e7639aa3","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":"72187baf-ad40-42fa-a871-5e8e931acc60","block_type":"box","text":"make informed voting decisions.","page_number":115,"box":{"x":60,"y":354,"width":226,"height":12}},{"id":"2a986456-d6e8-4df8-ba9f-c7612fd35912","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":"acd39c37-bf08-4eb1-85c1-d084b55e8ac3","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":"430e9612-2422-4173-bb01-e8b5cfbb2362","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":"8ccabcd8-486f-4f56-87fd-ff9c9607676f","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":"5c509f42-0dfd-430a-9733-f10d1a63849e","block_type":"box","text":"responsible business practices.","page_number":115,"box":{"x":60,"y":441,"width":214,"height":12}},{"id":"d8241e1c-fead-4639-8f79-8c7346bb0983","block_type":"box","text":"Climate and nature-related risk","page_number":115,"box":{"x":76,"y":467,"width":224,"height":10}},{"id":"1580f2e8-a590-4def-b854-295a8093d02e","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":"6f8fb892-5555-4eaf-aeca-846b68fdaad6","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":"c21b61a3-51b4-4048-91c5-8827df58a456","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":"0244e31d-d67c-4ae4-90b0-93175acc266b","block_type":"box","text":"transition, including where available, their transition plan.","page_number":115,"box":{"x":59,"y":539,"width":400,"height":12}},{"id":"975511a7-bb5e-4841-8b98-8e3ac005dea5","block_type":"box","text":"(12), (13)","page_number":115,"box":{"x":461,"y":537,"width":49,"height":8}},{"id":"83e98bee-030b-49a3-994f-ea1dc5025a9a","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":"4e6e1377-0afd-46b4-ad63-dc53a056b113","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":"351f399a-20af-4247-8fa0-d4d3049413f8","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":"950161cb-f38b-457d-98d5-06252bd9474c","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":"81410523-74b4-42d8-b56f-a0c90251e1e9","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":"80e9f5cd-b823-49f6-a375-0a376486271e","block_type":"box","text":"market.","page_number":115,"box":{"x":60,"y":626,"width":51,"height":10}},{"id":"0d2cc869-f39d-43a2-b245-83bbc3c49103","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":"5d6040f4-b022-4363-b04c-5d6663232f8c","block_type":"box","text":"del that","page_number":115,"box":{"x":885,"y":682,"width":42,"height":8}},{"id":"64ae674d-0c4e-4ec0-a337-16e0f48e158c","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":"4e69023d-a9ee-41f5-ad54-d503591205c4","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":"64967411-6ed1-4fbd-a80d-c4407c12dad3","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":"7fea1622-fdd2-47dc-8b92-6276e95f66d4","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":"5940b862-aaf3-4549-8c1e-cffd5358cf7a","block_type":"box","text":"ld on","page_number":115,"box":{"x":892,"y":735,"width":27,"height":8}},{"id":"f489565a-eb26-4992-a655-79f460206cdf","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":"f5da797e-a09d-4201-afb2-4b5e510a33df","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":"39c869ac-e855-4a9e-99b4-ba3452156114","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":"aaf3ecf8-bf49-4873-879d-b8f5f24c43a9","block_type":"box","text":"accessed in December 2025.","page_number":115,"box":{"x":92,"y":785,"width":159,"height":8}},{"id":"36b004a9-8160-4601-94ff-bccd401dec8b","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":"e83c208a-8987-4e76-b8b0-1a592f70eb6d","block_type":"box","text":"uire","page_number":115,"box":{"x":913,"y":801,"width":20,"height":7}},{"id":"28519620-f04f-43b3-8b53-e8ac477622af","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":"57f75bab-42c1-4caa-a8d0-d25a8530011a","block_type":"box","text":"for","page_number":115,"box":{"x":923,"y":816,"width":11,"height":5}},{"id":"bdc162cb-8f4b-48c2-bbe8-71d934789170","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":"67b47b30-1b5b-4806-8fe6-0e7fe6a2aa67","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":"87087d21-1763-4256-b6b1-4731b6519735","block_type":"box","text":"ins","page_number":115,"box":{"x":920,"y":839,"width":15,"height":7}},{"id":"519b369c-5e53-44f0-a5a8-a43f43e2f491","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":"b210ec55-8842-495c-afc8-b3aa498a9808","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":"a72b8d1b-0ee7-459c-ba6a-9f0b2a419fea","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":"412ab9c2-b887-4644-b0a7-d4a77ccf110c","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":"8eb3b59f-23da-4cb3-8403-8b6e01c06db3","block_type":"box","text":"A-29","page_number":115,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"c12063ad-cea9-40fd-91d8-b78411fd0c68","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":"d6b62931-3029-4d43-a723-c2fe0647e4b1","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":"517b50a7-5737-4cf5-af51-740d710fa219","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":"070136d6-10c7-40dc-9fc5-b6f6b256326e","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":"95833c98-5276-4e87-96f8-f49d679a1fd5","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":"c7c85608-5204-4e84-a8e1-bfe2307aa984","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":"9ced5136-e828-4bc7-806e-3d8906c8f790","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":"a270dbf4-9b0f-4f9d-94a7-1840974ba926","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":"5e25bb66-1666-48ca-b7c8-31c4746dd910","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":"01fe44d6-0aea-41c4-8e40-12765e79036d","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":"c9ddc516-7fc8-431b-80ef-ce3b3e6b3907","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":"86527537-22a3-4755-a159-61883173fd6d","block_type":"box","text":"methodology develops.","page_number":116,"box":{"x":60,"y":256,"width":162,"height":12}},{"id":"9acb5626-420c-4062-9ceb-d825b89fcc4a","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":"90bd1f07-1e45-495a-93a8-7f3f26882969","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":"fe6f75d3-93cd-4682-a239-ba50f299e024","block_type":"box","text":"financial returns.","page_number":116,"box":{"x":59,"y":312,"width":116,"height":10}},{"id":"546fd332-40c4-4fb3-98bb-c0c6d181dbd1","block_type":"box","text":"(14)","page_number":116,"box":{"x":177,"y":310,"width":20,"height":8}},{"id":"8d694c7f-013b-4040-8f87-f8b84f7cb9a3","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":"16b66e06-0aa8-4c53-ae5f-ae03272c32de","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":"f44cab87-1a73-4f80-93b7-e3369bc95731","block_type":"box","text":"(15)","page_number":116,"box":{"x":600,"y":325,"width":20,"height":8}},{"id":"3a5300b0-1469-437b-8634-d057113d4233","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":"22b74492-1b15-44ef-9af4-22e24eea569b","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":"f2e3a7d7-1ad0-4ca1-a184-19e14f1878b9","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":"fa009739-714c-4bc4-a4d5-22653a8e24a9","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":"06693b58-637f-41d3-9a0c-d7b53d4ec28f","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":"1b8883c9-c6fb-48dd-848e-217e6ec8de0f","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":"d9600b3a-f6a4-4600-839f-47d1467c3bb7","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":"fdc44515-bd06-4554-8075-c1a2003df54d","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":"8118c02e-7715-45e4-9301-ebca76fa3d89","block_type":"box","text":"(16)","page_number":116,"box":{"x":592,"y":480,"width":20,"height":8}},{"id":"463f0ee1-2e3a-42f2-b834-de45a8100624","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":"cfc9e331-0054-4a27-9127-10536ed4fa2d","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":"1712de8c-8064-47ee-9277-df06ee97273d","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":"c28f708e-d30b-49c6-b18e-e34b54bce1d3","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":"56ecc5e6-0a5a-4b18-928e-4b0b355344a6","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":"3bfff498-e5d1-40a8-aec6-cd44df91be5a","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":"2a4cedbb-db48-4cc0-b11d-399096db5b08","block_type":"box","text":"management and the board.","page_number":116,"box":{"x":60,"y":600,"width":198,"height":12}},{"id":"9fdd341b-e9f1-4318-b1b6-87df27fcc98a","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":"6f1b616b-aece-402b-be0d-d0bd045a47f5","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":"f6083fec-3de8-4721-a88a-ebe7e1f917ee","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":"191c0eba-3b9e-4dee-9f67-91867b643118","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":"df872d33-d4e9-403d-a8d5-189f2f760312","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":"57a06310-86bb-408f-9dd4-736145ce92c4","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":"22dddcd0-f9fe-40fe-8388-6dd03a023ccb","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":"c99e9ff0-e51a-4f3f-ad20-492f847fad18","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":"58b7e650-9528-4309-a70d-cabdb42a5c02","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":"f06f7eb4-9c7a-4418-ab2a-c0d07a80c001","block_type":"box","text":"global and regional level.","page_number":116,"box":{"x":59,"y":796,"width":172,"height":12}},{"id":"f2903b5a-6309-4398-bf24-83c7f394a1b3","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":"99393619-aa4b-42f5-9a55-0a4b8c4e8020","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":"d8ed31b7-ba1f-4bbf-9841-419dd40be696","block_type":"box","text":"en","page_number":116,"box":{"x":906,"y":841,"width":17,"height":5}},{"id":"3a8bf0d5-b336-4c2e-8ce0-6bf82fa5d065","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":"ac0004e0-0735-4240-81f4-db84b5550ec9","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":"84171c76-ca8a-4ace-bb3b-a4ec701c31c9","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":"40b2260a-8f32-4f56-a632-04df911102b6","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":"efb0ac44-49bf-4c2a-869b-8e909b658fac","block_type":"box","text":"A-30","page_number":116,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"ad15fcfc-0011-4fda-b014-e6342aaff38f","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":"97aac209-8778-4ba0-985b-68e141d58734","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":"dc4bc49e-6819-49d4-b906-3209f2e9f44d","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":"73736b55-d4fb-4532-9aeb-b82ec687fdb7","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":"68b36df2-3a12-43c1-b5cf-d61cfe0a3933","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":"1c262f40-d1cb-407e-849c-fea89d6e5415","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":"2d957728-4058-42e3-acaa-550f084e49ad","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":"c306c1f4-e2fd-4075-9ae4-72f72656a666","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":"d3f56969-7f9a-4191-af22-cfffd6973cdd","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":"1e40cff2-3239-4115-8019-a96c11df01dd","block_type":"box","text":"activities for their specific markets.","page_number":117,"box":{"x":59,"y":214,"width":242,"height":12}},{"id":"b22c8be0-a27c-4f6b-be77-8f4c7d641f74","block_type":"box","text":"Vote execution","page_number":117,"box":{"x":59,"y":241,"width":107,"height":9}},{"id":"b1187fbe-fcb0-48da-b698-ab3b82ade1db","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":"77b37d18-01f0-49c2-8398-55f77cb43cd8","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":"bde78215-0137-474a-a297-402a02fa3c2a","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":"beebe00b-61e4-40b2-9908-d7087e908fe1","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":"45db3769-f910-4ad7-90a7-9f20ba5164a2","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":"4a737452-0c89-4054-8f56-3b3466841faf","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":"e834b19b-d305-4056-9736-4908b33f8b73","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":"62a5a1eb-fa83-460f-911d-059bcc67cd02","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":"28e23cea-eb04-4599-a61a-eed1ee685f85","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":"08718f87-50f6-42cd-85d8-d95e5dd21e84","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":"bce2581a-d40c-4518-918a-9aab56ebcf05","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":"b71f9474-fe6f-4ee9-8bce-78485ad4ca03","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":"56387b06-2430-43c2-ba37-e9672b7c3438","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":"695fc8b2-81e3-40a8-948d-605f992fee1a","block_type":"box","text":"burdensome administrative requirements.","page_number":117,"box":{"x":60,"y":475,"width":292,"height":12}},{"id":"4e6b5532-bcad-4a43-a977-b80d3f50dd58","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":"349834c7-438a-4076-a519-ece32e34891f","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":"795bfd3e-814f-489b-8dc9-990137c2b246","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":"7d78de7d-0ff6-4207-a8bc-9876427e46e3","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":"e1d0ddd4-22f4-4a7b-a1db-15f675b0b820","block_type":"box","text":"Conflicts management policies and procedures","page_number":117,"box":{"x":59,"y":573,"width":341,"height":12}},{"id":"81f9be84-3ec0-4eac-932f-ec9cd7cf24bd","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":"59a306e8-44bd-41bc-957f-a35275a93a9b","block_type":"box","text":"level vendor management activities.","page_number":117,"box":{"x":60,"y":615,"width":250,"height":12}},{"id":"12823891-686c-40ab-963d-318c51d676e5","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":"0ebcaa62-b7df-4372-afb0-384fdcab2041","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":"870df8b3-89a8-41d5-a040-e35adaaef5b7","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":"6d24ee0b-b393-4042-b3c9-75a96d0d2058","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":"7549e8a5-38f6-4719-8120-27f39c9ca28a","block_type":"box","text":"Securities lending","page_number":117,"box":{"x":59,"y":724,"width":128,"height":13}},{"id":"629c2575-d701-4353-9f87-f6860bc10b53","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":"bede06a0-f533-4653-b912-fd3cb6ac1a49","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":"2ba52d2e-bfa0-44c5-9eda-e06d8973167a","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":"47c5ddaa-0ab7-4bda-ad3a-52c337a1cb8b","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":"1a21f125-3925-4f68-b135-98db22ece2c0","block_type":"box","text":"industry standard legal agreements.","page_number":117,"box":{"x":60,"y":811,"width":250,"height":13}},{"id":"cc1aa4be-8b96-429a-afb3-884a75fc483b","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":"1eff7626-1391-491f-87e1-f71b5034f199","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":"10e2cad6-f6d8-4586-86b4-f0e6252f1ced","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":"ce3cf9eb-c54a-4047-8398-bc2e9890357e","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":"bef7d35f-5c70-4b84-9559-cf772d96811e","block_type":"box","text":"A-31","page_number":117,"box":{"x":482,"y":916,"width":30,"height":9}},{"id":"dcd8866d-8854-4703-8799-83f6a8681be2","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":"c6c75bbc-6c33-4e31-940f-6169deb59ea1","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":"82161779-bb4d-4720-967f-90ece32b167d","block_type":"box","text":"(17)","page_number":118,"box":{"x":787,"y":80,"width":20,"height":8}},{"id":"8d1a0757-84b6-4098-a1bb-994ef60cf1fd","block_type":"box","text":"BIS works with","page_number":118,"box":{"x":813,"y":82,"width":101,"height":9}},{"id":"5b1c3bbf-956c-48f8-a628-3a59429349e5","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":"3738e2a1-a5d4-44b0-9fd0-eaaf14809aec","block_type":"box","text":"recalling shares on loan.","page_number":118,"box":{"x":60,"y":112,"width":167,"height":12}},{"id":"d24616ee-8dfb-43e9-b4b4-52b65b833b4f","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":"f07d5b2a-16a4-40ca-a1ba-6c894590ef3e","block_type":"box","text":"less than the potential revenue the loan may provide clients. 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It is important to note that the majority of lendable","page_number":118,"box":{"x":59,"y":184,"width":860,"height":12}},{"id":"8de63dec-df37-4bd2-b4dc-466fd31175eb","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":"a1c53bc4-6f2a-4cff-b175-2a88879982ae","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":"e577b9ed-e56a-44d1-a65f-6f7b7ed33711","block_type":"box","text":"modify it as necessary.","page_number":118,"box":{"x":60,"y":240,"width":156,"height":13}},{"id":"41fa002e-0a67-4a91-aab3-e68c706cc7df","block_type":"box","text":"Voting Choice","page_number":118,"box":{"x":59,"y":267,"width":100,"height":12}},{"id":"e31b2e71-079b-4184-89f8-d272567db5f3","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":"16043c9e-4fd3-43c3-8444-cc99cbc25170","block_type":"box","text":"voting process, where legally and operationally viable.","page_number":118,"box":{"x":59,"y":308,"width":376,"height":13}},{"id":"2cc3d576-2dd2-4f23-8613-d0601d3eb347","block_type":"box","text":"(18)","page_number":118,"box":{"x":437,"y":306,"width":20,"height":9}},{"id":"97e3ff43-8913-4a58-bf54-160a7d313f90","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":"3d181a45-67b0-4a30-86dc-d3b629a27e4e","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":"a9093aea-ada6-4f9d-a8c4-aa555a0bbaa8","block_type":"box","text":"pooled funds in the U.S., UK, Canada, and Switzerland that use systematic active equity (SAE) strategies. 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Our clients have greater control over proxy voting","page_number":118,"box":{"x":59,"y":467,"width":863,"height":13}},{"id":"cce65d13-ab5d-4800-b557-71cc322435d5","block_type":"box","text":"because of Voting Choice.","page_number":118,"box":{"x":60,"y":482,"width":180,"height":13}},{"id":"f7444b22-1d1f-4f29-aa48-dbf265ad2c3d","block_type":"box","text":"(21)","page_number":118,"box":{"x":242,"y":480,"width":20,"height":8}},{"id":"dd1bdb7e-4e52-4546-a8dd-5f38917ad12f","block_type":"box","text":"Reporting and vote transparency","page_number":118,"box":{"x":60,"y":509,"width":236,"height":12}},{"id":"6f4a35bf-727a-4725-bdd4-a3363e4c27b5","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":"6dff0cab-8b07-48ff-8211-276b575edf5d","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":"3f6b6703-e6b2-4f9b-b17f-6bf3a4384888","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":"d806f81a-623c-454c-ab6f-255fb5a56123","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":"6a66ce35-4be9-48ed-a426-e8e7592c719c","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":"2e6ec25d-3443-4985-abb9-f756f1cf0861","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":"c549b046-04ae-45a8-9541-13d85711e55e","block_type":"box","text":"ally","page_number":118,"box":{"x":909,"y":743,"width":18,"height":9}},{"id":"0c5f7d5b-4da4-40ee-ab29-4ebeef9fc398","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":"b44af5e3-b7cb-4f4f-80ee-fdd9c4e08a3c","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":"e0e2a0b9-e524-43eb-af3f-9bba7934bfc4","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":"75e5887e-100c-4cdf-9485-6d8dfc36574a","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":"4ad7b509-cf0d-4428-94fc-3704214ae76e","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":"4be0ab68-7583-4bc8-a509-02f7f0feec14","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":"23e104f3-9895-4c5b-8f09-e972d1a73946","block_type":"box","text":"nsider","page_number":118,"box":{"x":883,"y":821,"width":37,"height":7}},{"id":"69877adb-dbfa-46af-a1b9-65b02ccd6652","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":"41bf5bf6-516d-4b75-aacf-8444f75dc7da","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":"7525d123-8b2a-49d1-a166-1318cf9bc2e8","block_type":"box","text":"s from","page_number":118,"box":{"x":897,"y":848,"width":35,"height":8}},{"id":"709a2bc0-8f87-4901-a8a7-5aa0ba92561c","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":"7ce24d68-4486-4a20-b5b5-fbce93572a19","block_type":"box","text":"icy.","page_number":118,"box":{"x":917,"y":862,"width":16,"height":9}},{"id":"b47d5a67-c7b9-4a4a-8a2f-4c7260ae45e9","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":"a4249d6b-14b8-4cef-a143-199e4e2884a0","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":"c3602202-54ef-4711-8fa4-e28bb0fd4151","block_type":"box","text":"A-32","page_number":118,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"0878cddf-ec70-46f2-a7bc-f1e2f7819271","block_type":"box","text":"Want to know more?","page_number":119,"box":{"x":59,"y":67,"width":149,"height":9}},{"id":"2459ff27-0092-4ad2-9fc8-b1ef38293785","block_type":"box","text":"blackrock.com/stewardship | contactstewardship@blackrock.com","page_number":119,"box":{"x":60,"y":93,"width":463,"height":13}},{"id":"2c29516e-e91c-458c-b5f9-aa4770939815","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":"56d6e765-2fc0-4646-9825-380d30b8c364","block_type":"box","text":"principal.","page_number":119,"box":{"x":59,"y":135,"width":63,"height":12}},{"id":"5f1a00e9-fcb8-4f0d-8575-84586b73e792","block_type":"box","text":"Prepared by BlackRock, Inc.","page_number":119,"box":{"x":60,"y":161,"width":190,"height":12}},{"id":"e70f1145-74b8-4759-8d90-1a2fd0a37261","block_type":"box","text":"©2025 BlackRock, Inc. All rights reserved.","page_number":119,"box":{"x":59,"y":188,"width":290,"height":12}},{"id":"efe66a00-d83c-422e-9379-2f92a2c1d839","block_type":"box","text":"BLACKROCK","page_number":119,"box":{"x":356,"y":188,"width":89,"height":9}},{"id":"b03a8832-8843-481c-8668-36fe33bb1134","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":"2614164a-5df5-4b17-b1f3-efe0c084adda","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":"bf4728b6-2cda-48f2-b553-b5d0419cfff5","block_type":"box","text":"A-33","page_number":119,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"ac8605d3-271e-409f-b491-a0cc33dc3cca","block_type":"box","text":"BlackRock Investment Stewardship","page_number":120,"box":{"x":198,"y":67,"width":603,"height":30}},{"id":"2d6cf408-518a-47cb-be8e-b3f042f18990","block_type":"box","text":"Climate and Decarbonization Stewardship Guidelines","page_number":120,"box":{"x":59,"y":111,"width":383,"height":12}},{"id":"1f912255-e1d4-4156-967d-5d23b4c46a3b","block_type":"box","text":"Effective as of January 2026","page_number":120,"box":{"x":76,"y":137,"width":198,"height":13}},{"id":"84107efc-35cb-4404-bafc-3924f3661c62","block_type":"box","text":"Introduction to BlackRock Investment Stewardship","page_number":120,"box":{"x":140,"y":199,"width":354,"height":12}},{"id":"c7c71a63-8698-4fda-b6e9-827d077226ab","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-34","page_number":120,"box":{"x":501,"y":199,"width":357,"height":10}},{"id":"da99b6c1-12c5-4fa0-aafb-d440e39b6ff8","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":"221292cf-8885-4a83-8bcd-7c764f0df9ae","block_type":"box","text":". . . . . . . . . . .A-34","page_number":120,"box":{"x":755,"y":218,"width":103,"height":10}},{"id":"b112ddb1-f240-4f8c-8205-ad4a5dee7bbe","block_type":"box","text":"The Climate and Decarbonization Stewardship Guidelines","page_number":120,"box":{"x":139,"y":237,"width":402,"height":12}},{"id":"eff235f4-db29-4f70-bf4e-2df523b6c420","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-35","page_number":120,"box":{"x":547,"y":237,"width":311,"height":9}},{"id":"7cf0cd1c-48d4-44fb-b92a-d92aee8df061","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":"af601df6-75eb-4259-8e0e-1869deaa0f6f","block_type":"box","text":". . . . . . . . . . . .A-35","page_number":120,"box":{"x":749,"y":256,"width":109,"height":9}},{"id":"0efd64ad-9715-437c-a4c9-5aaabbb85298","block_type":"box","text":"The Guidelines’ design principles. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-36","page_number":120,"box":{"x":139,"y":274,"width":719,"height":13}},{"id":"8ea2f0ac-4c04-4ca9-86df-900c4b544354","block_type":"box","text":"Voting approach under the Guidelines","page_number":120,"box":{"x":139,"y":293,"width":265,"height":13}},{"id":"1acc90fe-3b37-4b82-a090-000fe3f327c9","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-36","page_number":120,"box":{"x":410,"y":294,"width":448,"height":9}},{"id":"694312d4-b5d6-415b-bc62-6c5b7011d4b8","block_type":"box","text":"Related matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-40","page_number":120,"box":{"x":140,"y":312,"width":718,"height":10}},{"id":"f1a61086-3e5b-48d2-ad3a-6a0876de5575","block_type":"box","text":"Appendix 1","page_number":120,"box":{"x":139,"y":331,"width":77,"height":13}},{"id":"5afa5314-58d3-44ef-af5c-4d50f74ff1d9","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-41","page_number":120,"box":{"x":221,"y":332,"width":634,"height":9}},{"id":"86cb6376-bc30-4e26-8e9b-07d2dab00f4f","block_type":"box","text":"Appendix 2","page_number":120,"box":{"x":139,"y":350,"width":79,"height":12}},{"id":"41b88196-abbe-4230-a905-45aeee6489e8","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-42","page_number":120,"box":{"x":221,"y":351,"width":637,"height":9}},{"id":"dceb41c9-5752-4b9c-bd8e-9c3df21b7a95","block_type":"box","text":"Introduction to BlackRock Investment Stewardship","page_number":120,"box":{"x":60,"y":383,"width":365,"height":12}},{"id":"072935f6-0c55-45b7-a2eb-2528d3ce8bf8","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":"c2922a7d-ab20-48a4-8412-573666648d16","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":"06f09aa9-581b-4fd5-8b72-622cd0a1e55b","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":"a2fda404-d0ea-41de-9e31-a22ba8e2bc10","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":"438c4014-af4c-4b78-843a-1f9e1ce96cbd","block_type":"box","text":"majority of our clients. 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It reflects a view that a smooth transition — where companies adapt","page_number":122,"box":{"x":92,"y":301,"width":806,"height":12}},{"id":"8e9d497f-8d4f-4ac8-b2f9-f2f5de195d4a","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":"44ab3a6b-5c8f-43c5-8d8a-f608f8544b62","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":"aa59ac85-0e6a-4385-bf3a-d9e89b8706d8","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":"d83987be-5db1-4b9c-9f5d-d88fc2458c0c","block_type":"box","text":"•","page_number":122,"box":{"x":59,"y":370,"width":4,"height":3}},{"id":"7d614aaa-4a19-4502-9cf2-4a825cf5f5ca","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":"9c48b6ed-a9cf-4d86-b0f0-bec750fb4a06","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":"f91c0c04-1d36-4879-920a-d49ccfc08ae4","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":"6418ad21-bad0-46f5-bc45-db3a64b4224e","block_type":"box","text":"and include relevant data and narrative.","page_number":122,"box":{"x":92,"y":412,"width":276,"height":10}},{"id":"3bb5255e-c57f-433f-9194-83b30a5599c3","block_type":"box","text":"•","page_number":122,"box":{"x":59,"y":436,"width":4,"height":3}},{"id":"8b12a06f-e4b3-4e14-940a-5a4dd6260bc2","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":"d5650a3e-cb5e-4e21-bdeb-8665e87eeed8","block_type":"box","text":"The boards and executive leadership of","page_number":122,"box":{"x":626,"y":432,"width":276,"height":12}},{"id":"8a98a282-23cb-4a7c-bea0-bc0d36b96338","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":"25074d63-1c03-4dd3-8211-cf6b5887c377","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":"5dc92837-5450-4a7b-9ec1-f5e063497c1e","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":"37b1525d-f309-4b84-bbc5-da0d96bcad46","block_type":"box","text":"Voting approach under the Guidelines","page_number":122,"box":{"x":59,"y":504,"width":274,"height":12}},{"id":"a8efb41a-e554-4584-8553-012342b16a65","block_type":"box","text":"(12)","page_number":122,"box":{"x":335,"y":502,"width":21,"height":8}},{"id":"a71959b6-f2cc-4f91-b01d-c244800ad559","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":"91bb52ce-29dc-4564-8df5-60d6f6d3a82a","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":"68a97dab-7973-4087-8333-398cd9168624","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":"90b58040-020a-4f90-b003-25f607d80288","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":"74efe8a7-ffe1-4c52-aa9f-05c2b5ed6507","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":"26718a9c-bbe1-4358-9cc4-1e78a33b8a79","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":"7edef091-0585-4d5c-a133-b9bdc43c9b64","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":"5e8a78ce-717d-4726-9930-2f3ea050f040","block_type":"box","text":"Corporate Disclosures","page_number":122,"box":{"x":76,"y":659,"width":159,"height":12}},{"id":"4c70c767-5ba1-4032-8b7b-f59162e15816","block_type":"box","text":"(13)","page_number":122,"box":{"x":237,"y":657,"width":21,"height":8}},{"id":"2b96c095-72b9-40e7-9982-54786954d17b","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":"f2a69144-cab8-4109-bc16-cdc81e7dd3a6","block_type":"box","text":"the company’s strategy is aligned with the low-carbon transition. As a general point, the team looks to companies that are","page_number":122,"box":{"x":59,"y":700,"width":856,"height":13}},{"id":"dd916c47-4a34-4387-b619-1b240e370e8a","block_type":"box","text":"important to the transition to a low-carbon economy to explain the strategy and governance frameworks that they have","page_number":122,"box":{"x":60,"y":715,"width":840,"height":13}},{"id":"bf670411-c8c4-4dbb-9d24-99aa0ed05160","block_type":"box","text":"determined most appropriate, which may include:","page_number":122,"box":{"x":59,"y":731,"width":349,"height":12}},{"id":"e8db5862-dacf-49a2-ad62-73890f6ac4d1","block_type":"box","text":"(1) a low-carbon transition strategy to demonstrate their alignment with the ambition to limit average global temperature","page_number":122,"box":{"x":60,"y":751,"width":865,"height":12}},{"id":"34ae520b-a359-45cf-95d2-c4484c1a45e0","block_type":"box","text":"(11) Aladdin","page_number":122,"box":{"x":59,"y":798,"width":75,"height":10}},{"id":"acfe843e-a77f-44d6-a09e-ff72ae7e1a60","block_type":"box","text":"®","page_number":122,"box":{"x":135,"y":795,"width":5,"height":4}},{"id":"653fe11e-37c0-4d99-916f-bb70ce1e6fcb","block_type":"box","text":"Climate is a suite of climate analytics including forward-looking scenario analysis and net zero alignment analytics. Aladdin","page_number":122,"box":{"x":144,"y":798,"width":689,"height":10}},{"id":"e2c0c9c5-6bbe-42a0-a513-916cab266d46","block_type":"box","text":"®","page_number":122,"box":{"x":834,"y":795,"width":5,"height":4}},{"id":"0fe9065e-7cd4-4f20-a2e0-1bb669a6d723","block_type":"box","text":"is a proprietary","page_number":122,"box":{"x":844,"y":799,"width":83,"height":9}},{"id":"e864b2ac-c0ed-40a0-a2ea-244542ca260f","block_type":"box","text":"investment and risk management platform.","page_number":122,"box":{"x":92,"y":811,"width":242,"height":9}},{"id":"58c8908c-1e06-4dd5-b7d3-29c07cb359d7","block_type":"box","text":"(12) These Guidelines are not intended to limit the analysis of individual issues at specific companies or provide a guide as to how the dedicated team w","page_number":122,"box":{"x":59,"y":826,"width":859,"height":10}},{"id":"45cbb41f-cc4c-41ec-8bd9-3d04405012ef","block_type":"box","text":"ill","page_number":122,"box":{"x":919,"y":826,"width":7,"height":7}},{"id":"aceaa286-74be-4ef9-9175-954c83d88de3","block_type":"box","text":"engage and/or vote in every instance. The Guidelines are applied by the dedicated team with discretion, on a case-by-case basis, taking into consider","page_number":122,"box":{"x":92,"y":838,"width":836,"height":10}},{"id":"dc303105-d49f-4d31-aa50-78895e94d0ca","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":"989322ff-65a3-4204-aef3-81f95d40f347","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":"082888e4-f548-410c-b1ac-46f1c00efb12","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":"928c1d74-0f86-4cc1-a2ff-d0d1b7ec9e4e","block_type":"box","text":"d","page_number":122,"box":{"x":916,"y":879,"width":11,"height":7}},{"id":"e355d84a-98fe-4a7b-8e54-3ac1d4530f05","block_type":"box","text":"looking statements.","page_number":122,"box":{"x":92,"y":891,"width":110,"height":10}},{"id":"a3b89746-a05a-437f-a9de-28f4c47b9250","block_type":"box","text":"A-36","page_number":122,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"a38851c8-cd9b-43ca-835c-fa79081d1c89","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":"670025cd-5246-4b9d-a8af-1750f9186ac1","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":"4c0d3109-31b1-478c-b905-fe54d947d939","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":"977e4d50-30db-42ee-9253-18825850f689","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":"c4ca6542-6a96-44b0-8323-6c673bbdf216","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":"0bc9e778-3c22-4a3e-9df0-718996e57d7e","block_type":"box","text":"(14), (15)","page_number":123,"box":{"x":794,"y":130,"width":49,"height":8}},{"id":"4b538da6-4f56-40d3-b039-cd7b06133943","block_type":"box","text":"IFRS S1","page_number":123,"box":{"x":849,"y":133,"width":48,"height":9}},{"id":"3ecbec44-34a0-4acd-ae11-bcd70d5196db","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":"7bf6b6eb-5956-4fd4-9039-bdfe4a658d72","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":"ee70e284-2f12-422e-8688-f37d9930af9b","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":"6d7c5f63-6147-4816-8992-b292ee24014e","block_type":"box","text":"standards are developed.","page_number":123,"box":{"x":98,"y":193,"width":174,"height":12}},{"id":"dd2ededa-4a40-4a27-b58e-ef5b976b6ddc","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":"239b2d64-f241-4921-8f06-a8e372079b79","block_type":"box","text":"(16), (17)","page_number":123,"box":{"x":568,"y":211,"width":49,"height":8}},{"id":"204a65d4-d9b8-495f-8347-a09f2d29434c","block_type":"box","text":"In addition, the dedicated team looks to","page_number":123,"box":{"x":623,"y":213,"width":278,"height":11}},{"id":"fe6917de-9508-44fe-947c-65e54fe55e56","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":"2d868254-5b24-4472-aae5-4bd680be0242","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":"b021a023-9fd3-4d1c-a6bf-6e572141cf28","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":"29bf923f-dca9-4cc3-9de8-01980c246997","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":"848bf355-d6e3-4f7a-9a28-c818a7770593","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":"f1610564-6389-48aa-9a46-5b023855ad60","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":"12dcece1-18e2-4b1e-ba3a-d63e73db5c25","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":"d6a8407a-9380-4282-b828-aebf4e67b0f3","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":"7421b77a-d1a0-4d40-aaef-d3a8d4aef7a8","block_type":"box","text":"mitigate material transition risks.","page_number":123,"box":{"x":99,"y":409,"width":229,"height":13}},{"id":"99539295-b687-4e12-9620-3e70a9d87da4","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":"f7ac8512-b10c-4e53-87c0-9efeaf36ac74","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":"18529087-9ad2-455e-8293-8d519aa264bb","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":"e804e066-d870-44a1-a369-99071da34d96","block_type":"box","text":"Transition plans","page_number":123,"box":{"x":75,"y":492,"width":115,"height":13}},{"id":"f1027a2a-0768-4682-a057-77704197f252","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":"face7c97-ba82-4636-ba61-0f7234ba7439","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":"286cf8d5-d15f-4b0e-bd42-c7a0b9c309ce","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":"a320dc26-fbd1-43a6-b266-bc38bb757f9c","block_type":"box","text":"(19)","page_number":123,"box":{"x":891,"y":547,"width":20,"height":8}},{"id":"e6c29d76-6027-4871-a7ed-724384f1d4f1","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":"da751060-d928-424e-a1a3-5d2834e36af9","block_type":"box","text":"ld on","page_number":123,"box":{"x":892,"y":614,"width":27,"height":8}},{"id":"6c1e99c0-7fd5-48da-8aa2-82861c6636ae","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":"21acc7d8-ed6b-4357-8a34-377413ae5ae4","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":"174624cd-d2e9-4612-830d-6cdce263dfc9","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":"72f14ac6-10a0-4554-90d1-6a1cbfe3bb80","block_type":"box","text":"accessed in December 2025.","page_number":123,"box":{"x":92,"y":664,"width":159,"height":8}},{"id":"c1e71028-cc67-4b9e-b687-92b9d4e73a2f","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":"380db364-34d8-4eaa-9a54-3975377177dc","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":"64a78a61-c954-4bc0-ad7b-d52c710001f5","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":"20cb186f-fa0f-41bf-9360-34cede1049b5","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":"685e3b95-88a0-4734-8be1-7949660a2cca","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":"19c6072d-587c-42c4-995a-51ac4890549a","block_type":"box","text":"o","page_number":123,"box":{"x":911,"y":732,"width":11,"height":6}},{"id":"4427e153-f1c9-49c7-b489-d83eaf1e8795","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":"5a731787-f061-4ade-a07c-b2e90baf0459","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":"12e39368-19ee-49f7-9cd9-8becf7921fc4","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":"40116faa-a8d8-4824-ae6f-e501adbc7243","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":"b20e563b-42d1-4fc7-8647-185f40cee573","block_type":"box","text":"o","page_number":123,"box":{"x":924,"y":788,"width":11,"height":5}},{"id":"20673e5d-a6ba-4399-ae44-ea9713383ecd","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":"403bb578-d832-41b6-8b7e-518ea4b5e1d0","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":"d4285593-0a3a-43bd-b0f0-1b2dff2ead4b","block_type":"box","text":"December 2025.","page_number":123,"box":{"x":92,"y":823,"width":91,"height":8}},{"id":"11888c3c-db17-45cb-adbd-9d5ec59f96be","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":"0736b45a-449f-4298-8647-4c2b71cee2ba","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":"c3d91092-ac32-4b5e-a78e-1435a95d9837","block_type":"box","text":"by","page_number":123,"box":{"x":918,"y":851,"width":12,"height":10}},{"id":"7d3a73e5-a00d-4d3b-b7a3-bb92e27a2951","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":"efbb033b-9f9f-42ff-b41a-7791f286a0ad","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":"914c5a6f-452f-4973-9982-c46c4c4eae5d","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":"0be7b1db-aba6-452b-b27c-91506bfa4039","block_type":"box","text":"A-37","page_number":123,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"b0fc4206-ff5b-43fd-a54d-3a2d5cfd7807","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":"2832359b-7b17-46f1-a81b-ac7f8ce3f601","block_type":"box","text":"plans.","page_number":124,"box":{"x":59,"y":82,"width":40,"height":12}},{"id":"0389f4bd-45c8-4d6c-bc53-1dcceba8c5a7","block_type":"box","text":"(20)","page_number":124,"box":{"x":101,"y":80,"width":20,"height":8}},{"id":"398d9131-15cb-4af4-a2c4-1f55c1cbce98","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":"b128d0ac-bc96-4ec5-bb1d-da92623d7701","block_type":"box","text":"approaches.","page_number":124,"box":{"x":59,"y":97,"width":84,"height":12}},{"id":"072aff07-cea7-4865-91fc-d8695fdadfa4","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":"b860abfa-0e23-4ed6-b079-c5d1523bd127","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":"2cd68df0-e1c0-48f0-be2c-8573c7d21bfb","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":"3be64f37-54e1-434c-885b-33b842028689","block_type":"box","text":"Boards and directors","page_number":124,"box":{"x":76,"y":180,"width":148,"height":10}},{"id":"253bd1cd-e366-43d2-912d-7d2dd649a7e7","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":"360b5cd0-12b3-4108-88d3-685500ad871e","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":"ce5bd21a-56cf-4310-8c8f-483339e8213b","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":"6dc5de0d-51dd-4b03-a1d6-4b0cbf5894b6","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":"8c617d82-7f9b-4155-8b9c-6cdd58454b47","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":"ebddb8c1-bcae-4f3b-b134-8df38e55c2c9","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":"8ac911b3-5bc0-4efd-a3dd-610ec99daa75","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":"f81ecac3-85c8-41bf-8c76-0d156fe8565b","block_type":"box","text":"accountability for delivery by senior executives.","page_number":124,"box":{"x":92,"y":322,"width":328,"height":13}},{"id":"b2298133-45eb-4de4-bd0c-680e423c85eb","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":"de29ce7f-aa07-4bc4-baac-334749fd0dd8","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":"6f5328b2-a4be-4211-8b3b-8f8e63bfbc6c","block_type":"box","text":"transition strategy.","page_number":124,"box":{"x":91,"y":374,"width":130,"height":11}},{"id":"d3aa0133-d799-43fe-bd0a-bafa5d94d721","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":"d32256f7-599a-43a3-876c-34f167487dd7","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":"d8070a64-3da9-4137-bc64-3b8770b22c50","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":"e49fc8a6-2545-4dc4-880b-0b3e4aab1b96","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":"78f1d393-6b37-426f-8adb-2be9b6e5c11f","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":"c88f6300-346a-47d8-ba6d-0f44533790fb","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":"5c188487-b4ea-44b4-bd4a-568e750dbbf3","block_type":"box","text":"low-carbon transition strategy.","page_number":124,"box":{"x":92,"y":494,"width":214,"height":12}},{"id":"7d2fa5cf-47bf-435f-98c9-cce829ba7c93","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":"97831689-eab4-435c-b2f9-dc2b942fddf7","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":"f5657613-2552-4dab-8313-33c4cdc1909b","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":"8bd11672-59fe-49de-a831-d8beaefb5468","block_type":"box","text":"constituents in their value chain.","page_number":124,"box":{"x":92,"y":559,"width":226,"height":10}},{"id":"fdf61aa4-659b-4c00-b0b4-8975b0f598f1","block_type":"box","text":"(21)","page_number":124,"box":{"x":320,"y":557,"width":20,"height":8}},{"id":"a086a6b7-c34f-4948-8e68-6d13dc57ee3a","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":"aab32f6a-ce08-4187-b7fa-3f1a96207d77","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":"131f4bc0-fb9c-4024-b213-3388bd241faf","block_type":"box","text":"(22)","page_number":124,"box":{"x":580,"y":592,"width":21,"height":9}},{"id":"c8502ccc-5f44-4217-bad0-f35d80bf86b4","block_type":"box","text":"The dedicated team looks for public policy","page_number":124,"box":{"x":606,"y":594,"width":298,"height":13}},{"id":"6610cd39-4320-426c-bc01-f94a2cc8dede","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":"101ca92b-ae6c-4627-8b44-1e8eaedf48e1","block_type":"box","text":"carbon transition.","page_number":124,"box":{"x":92,"y":625,"width":122,"height":9}},{"id":"9bfe8a36-367d-428b-a4bd-345961aef398","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":"40af6eb2-7eb1-45ce-8627-4c7777e28285","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":"cfb202ee-023d-4ef6-b8e8-b6bde74e0124","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":"6ed87051-b8ce-4e6f-8794-8afda0d5cc76","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":"76f66a25-a75f-4861-80c6-3c7b304495e0","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":"87f438db-8470-4a88-9cca-85030e8def38","block_type":"box","text":"ave","page_number":124,"box":{"x":906,"y":750,"width":18,"height":5}},{"id":"638d7445-427a-4676-8008-45e1870af2af","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":"c7592e64-f09a-4300-94d3-292f80dd897a","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":"9d61ce3d-1892-4f7a-bc7b-160d2be7e65d","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":"02393b5d-72d5-4d61-a5d8-2eb8a02bfa77","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":"16449f05-d91e-43bd-88e7-73a639ac5cea","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":"56cca478-c089-449d-99fe-e11cd10b3195","block_type":"box","text":"lv","page_number":124,"box":{"x":922,"y":813,"width":13,"height":8}},{"id":"113d5432-451f-4c57-9334-ab1c9f0ddbe9","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":"1526e702-9bad-4c94-ae8e-fa93ea32d3cc","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":"5e7dc33e-a17f-41d0-ad89-e4e7dae0f42a","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":"518cda06-dc3d-4ddb-a760-c2476ba9e0e7","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":"c4f2d08e-325f-425d-8060-bbc9eb01d7f9","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":"5c1c179e-f91d-4efd-8e52-e57ca3ee67bd","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":"e0d7445f-8791-4a54-9090-cef7bb7b8628","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":"77324878-30de-4c74-9224-1fc82d45e954","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":"9f7af824-f464-4a81-b501-cfd8415e28a8","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":"0b6d9594-c01e-4170-8abe-22721a11e3dc","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":"06a28f63-ade6-42fd-9a08-7894b1837ff5","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":"2a7a6967-4cb3-492b-a270-96027e5ff158","block_type":"box","text":"companies across sectors, locations, and business models.","page_number":125,"box":{"x":59,"y":411,"width":410,"height":12}},{"id":"873cd391-dad8-42ef-8d02-9fc73d1f728b","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":"9a8a8a65-eaa2-4971-baa8-7a668dc7ee9d","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":"3d4be66d-ac17-45a8-bbc3-d919cfca6ead","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":"e3e6e678-9878-45b1-865e-b3c328aaf947","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":"4382632c-cc46-42c4-92e7-6eefeec9d41f","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":"bff02164-c8ec-4bf0-84d7-3e1b78f0ac05","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":"5c5d0b63-c24b-460e-9dce-65534f0825c0","block_type":"box","text":"ask a company to:","page_number":125,"box":{"x":59,"y":539,"width":126,"height":12}},{"id":"030a981c-dca5-4d99-8ca4-75e5915d594c","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":"90c05e88-5792-4243-9acb-f3967de2b9bb","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":"7943eb12-ba47-4e04-a946-2b32b88e4c9c","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":"547b4910-c8f9-46e3-8f0a-bd1e7816640a","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":"44375ae7-1c1e-4416-837e-9b3ea3c15f6b","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":"cc8483a2-d5d9-40be-a701-4ac3da55fb57","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":"bc00e4ad-6cb3-46ee-a40a-fbda4edb2f74","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":"b5d402dd-d819-421d-b6c5-89291ef43e9e","block_type":"box","text":"(25)","page_number":125,"box":{"x":548,"y":663,"width":21,"height":8}},{"id":"2219adb8-2285-49e2-8800-98ed4b5bca55","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":"93b92134-d60b-4dd2-80f9-934ffc3b1ed3","block_type":"box","text":"or direct specific business or strategic decisions.","page_number":125,"box":{"x":59,"y":707,"width":337,"height":12}},{"id":"74cc8abe-3957-4cc9-8aad-b7d342b6f06f","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":"8689ca0f-6628-4439-85aa-8716c3ef5384","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":"d7d9f40b-ced0-454d-ad7a-e7feea54c825","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":"01cef154-8f3b-40e3-a3cc-286c02ea7a1d","block_type":"box","text":"not","page_number":125,"box":{"x":905,"y":827,"width":18,"height":6}},{"id":"a2b20089-0005-43ff-8c5c-86b1f4d7be4e","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":"661e94c8-ac11-4c61-8eb1-eeb30d78fe18","block_type":"box","text":"e","page_number":125,"box":{"x":918,"y":841,"width":5,"height":5}},{"id":"e708c2ab-7f36-4d0d-a7b3-9cf278890caf","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":"734cbaf2-a288-4690-a36c-412faaa97ae1","block_type":"box","text":"lines.","page_number":125,"box":{"x":92,"y":863,"width":27,"height":8}},{"id":"f68e7aff-1c3d-42e8-87e8-ef8d3033211c","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":"12c09ef2-3213-41fc-880e-5416800f30a9","block_type":"box","text":"hips), and","page_number":125,"box":{"x":874,"y":879,"width":55,"height":9}},{"id":"2b58ec23-4105-445e-879d-332e3676c0de","block_type":"box","text":"corporate political contributions.","page_number":125,"box":{"x":92,"y":891,"width":182,"height":10}},{"id":"0298aba5-4979-4849-a271-ed0a9129e0cc","block_type":"box","text":"A-39","page_number":125,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"bf5a7033-aa09-4abe-922b-9aea47bdd547","block_type":"box","text":"Related matters","page_number":126,"box":{"x":60,"y":67,"width":111,"height":9}},{"id":"ce310fb1-1a02-4231-9f2e-52e37ce34990","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":"854d1c49-769b-4fbf-b637-a66eaad1b336","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":"23cc2bee-6261-4b2a-bb56-f5a0eb5c3362","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":"9b3d4ee0-30dc-4de0-b1ba-ca3c225b099c","block_type":"box","text":"Policies.","page_number":126,"box":{"x":60,"y":138,"width":53,"height":10}},{"id":"eaa0495b-b924-46a7-9cf7-35e9b6170133","block_type":"box","text":"Executive compensation","page_number":126,"box":{"x":76,"y":166,"width":174,"height":11}},{"id":"14e9ea9a-8a5d-4562-b414-1b87ab7af791","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":"5b1b862d-3d89-470e-b7e1-ba0b24d6757f","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":"0ac0ca05-64d9-4274-8623-d7fc8a71a236","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":"3ff213f1-5bae-42f1-9edc-d954fd6cd7ce","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":"245ec6cd-f7ac-4986-ba4e-5c23a25a9e4f","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":"6c8ae09b-ef17-4afc-96b3-54e47e036b66","block_type":"box","text":"Auditors and audit-related issues","page_number":126,"box":{"x":75,"y":278,"width":240,"height":10}},{"id":"220accea-affe-4c42-b73b-0963ceb340f2","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":"6a01b13a-fc5d-461f-9222-381ddc4aa5f0","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":"b35bffa2-593d-4b27-a4b2-07ae09d819ed","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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