open/document-extraction
View Schema
This view of the annotation often reflects the precision of the extraction model or annotator, as well as the complexity of the document.
BlackRock Advantage Global Fund, Inc. BlackRock Advantage SMID Cap Fund, Inc. BlackRock Allocation Target Shares BlackRock Balanced Fund, Inc. BlackRock Bond Fund, Inc. BlackRock California Municipal Series Trust BlackRock Capital Appreciation Fund, Inc. BlackRock Emerging Markets Fund, Inc. BlackRock Equity Dividend Fund BlackRock Financial Institutions Series Trust BlackRock Funds SM BlackRock Funds II BlackRock Funds III BlackRock Funds IV BlackRock Funds V BlackRock Funds VI BlackRock Global Allocation Fund, Inc. BlackRock Index Funds, Inc.
BlackRock International Select Equity Fund BlackRock Large Cap Focus Growth Fund, Inc. BlackRock Large Cap Focus Value Fund, Inc. BlackRock Large Cap Series Funds, Inc. BlackRock Liquidity Funds BlackRock Mid-Cap Value Series, Inc. BlackRock Multi-State Municipal Series Trust BlackRock Municipal Bond Fund, Inc. BlackRock Municipal Series Trust BlackRock Natural Resources Trust BlackRock Series Fund, Inc. BlackRock Series Fund II, Inc. BlackRock Series, Inc. BlackRock Strategic Global Bond Fund, Inc. BlackRock Unconstrained Equity Fund BlackRock Variable Series Funds, Inc. BlackRock Variable Series Funds II, Inc.
Supplement dated October 16, 2026 to the Statement of Additional Information (“SAI”) of each of the funds listed in Appendix A (each, a “Fund”), as amended from time to time.
Each Fund’s SAI is amended as follows:
The list in the section entitled “Purchase of Shares - Additional Payments by BlackRock - D. Service Organizations Receiving Additional Payments” in Part II, or in the section entitled “Miscellaneous Additional Payments by BlackRock - D. Service Organizations Receiving Additional Payments,” “Investment Advisory Arrangements - Additional Payments by BlackRock - D. Service Organizations Receiving Additional Payments” or “Investment Adviser and Other Service Providers - Additional Payments by BlackRock - D. Service Organizations Receiving Additional Payments,” as applicable, of each Fund’s current SAI, is deleted in its entirety and replaced with the following:
&Partners AccuTech Systems Corporation ADP Broker-Dealer, Inc. Advisor Credit Exchange, LLC Advisor Group, Inc. AE Wealth Management, LLC Alight Solutions LLC Allianz Life Financial Services, LLC Allianz Life Insurance Company of New York Allianz Life Insurance Company of North America Altruist Financial LLC American Enterprise Investment Services, Inc. American General Life Insurance Company American United Life Insurance Company Annuity Investors Life Insurance Company Anthem Securities LLC Argent Institutional Trust Company Ascensus Broker Dealer Services, Inc. Ascensus, Inc. Atomic Brokerage LLC Avantax Investment Services, LLC Bancroft Capital LLC
Bank of America, N.A. Bank of New York Mellon Barclays Capital Inc. Benefit Plans Administrative Services, Inc. Benefit Trust Company Beta Capital Securities LLC bfinance US Ltd. BlackRock Advisors, LLC BMO Capital Markets Corp. BNP Paribas BNP Paribas Investment Partners UK Limited BNY Mellon, N.A. BofA Securities, Inc. BOKF, N.A. Brighthouse Life Insurance Company Brighthouse Life Insurance Company of NY Broadridge Business Process Outsourcing, LLC Brown Brothers Harriman & Co. Cabrera Capital Markets, LLC Capital One, N.A. Cetera Advisor Networks LLC Cetera Advisors LLC
NM1026U-6033230-1/137
Page 2
Cetera Financial Group Cetera Financial Specialists LLC Cetera Investment Services LLC CF Secured, LLC Charles Schwab & Co., Inc. Charles Schwab Trust Bank Chicago Mercantile Exchange Inc. CIM Investment Management, Inc. Citco Securities, LLC CitiBank, National Association Citigroup Global Markets, Inc. Citizens Bank Citizens Business Bank CME Shareholder Servicing LLC CMFG Life Insurance Company Comerica Bank Commonwealth Financial Network Computershare Trust Company Conduent HR Services, LLC Delaware Life Insurance Company Delaware Trust Company Deutsche Bank AG Deutsche Bank Trust Company Americas Digital Retirement Solutions, Inc. Dunham & Associates Investment Counsel, Inc. Dynasty Financial Partners LLC Edward D. Jones & Co., L.P. Empire Fidelity Investments Life Insurance Company Empower Annuity Insurance Company of America Empower Financial Services, Inc. Empower Life & Annuity Insurance Company of New York Empower Plan Services, LLC Envestnet Asset Management, Inc. Equitable Advisors, LLC Equitable Life Insurance Company E*trade Savings Bank Federal Deposit Insurance Corporation Fidelity Brokerage Services LLC Fidelity Investments Institutional Operations Company, Inc. Fidelity Investments Life Insurance Company Fifth Third Securities, Inc. First Allied Securities, Inc. First Command Financial Planning, Inc. First Hawaiian Bank First Republic Bank First Security Benefit Life Insurance and Annuity Company of New York First Symetra National Life Insurance Company of New York First-Citizens Bank & Trust Company FIS Brokerage & Securities Services LLC
FNEX Capital, LLC Forethought Life Insurance Company FSC Securities Corporation Genworth Life and Annuity Insurance Company Genworth Life Insurance Company of New York Global Atlantic Distributors, LLC Goldman Sachs & Co. Great Pacific Securities, LLC Guardian Insurance & Annuity Co., Inc. Hancock Whitney Bank Hartford Funds Management Company Hartford Securities Distribution Company, Inc. Hazeltree Fund Services, Inc. Hightower Securities, Inc. Hilltop Securities Inc. HSBC Bank USA, N.A. Huntington Securities, Inc. Institutional Cash Distributors, LLC Integrity Life Insurance Company Interactive Brokers, LLC Investment Trust of California J.P. Morgan Institutional Investments Inc. J.P. Morgan Securities LLC Jefferies LLC Jefferson National Life Insurance Company Jefferson National Life Insurance Company of New York John Hancock Life Insurance Company (U.S.A.) John Hancock Life Insurance Company of New York John Hancock Trust Company JPMorgan Chase Bank, N.A. Kestra Investment Services, LLC Lincoln Financial Advisors Corporation Lincoln Financial Securities Corporation Lincoln Life & Annuity Company of New York Lincoln National Life Insurance Company Lincoln Retirement Services LLC Lombard International Life Assurance Company LPL Financial LLC M&T Securities Inc. Manufacturers and Traders Trust Company Massachusetts Mutual Life Insurance Company Members Life Insurance Company Merrill Lynch, Pierce, Fenner & Smith Incorporated Metavante Corporation Metropolitan Life Insurance Company Mid Atlantic Clearing & Settlement Corporation Midland Life Insurance Company Minnesota Life Insurance Company Mischler Financial Group Mizuho Securities USA Inc. MML Distributors, LLC MML Investors Services, LLC Morgan Stanley & Co. LLC
NM1026U-6033230-2/137
Page 3
Morgan Stanley Distribution, Inc. Morgan Stanley Smith Barney LLC MUFG Union Bank, National Association Nassau Life Insurance Company National Financial Services LLC National Integrity Life Insurance Company National Life Insurance Company Nationwide Financial Services, Inc. Nationwide Fund Distributors LLC Nationwide Retirement Solutions NCB Federal Savings Bank New England Pension Plan Systems, LLC New York Life Insurance and Annuity Corporation Newport Retirement Services, Inc. Northbrook Bank & Trust Company Northern Trust Company Northwestern Mutual Investment Services, LLC Northwestern Mutual Life Insurance Company NYLife Distributors LLC Oppenheimer & Co., Inc. Orion Advisor Services, LLC Osaic Wealth, Inc. Pacific Life & Annuity Company Pacific Life Insurance Company Pacific Select Distributors, LLC Park Avenue Securities LLC Penserra Securities LLC Pershing LLC PFPC Inc. Piper Jaffray & Co. PNC Bank, National Association PNC Capital Markets LLC PNC Investments LLC Principal Bank Principal Life Insurance Company Protective Life and Annuity Insurance Company Protective Life Insurance Company Pruco Life Insurance Company Pruco Life Insurance Company of New Jersey Prudential Annuities Distributors, Inc. Prudential Insurance Company of America Raymond James & Associates, Inc. Raymond James Financial Services, Inc. RBC Capital Markets, LLC Regions Bank Reliance Trust Company Reliastar Life Insurance Company Reliastar Life Insurance Company of New York RiverSource Distributors, Inc. RiverSource Life Insurance Co. of New York RiverSource Life Insurance Company SagePoint Financial, Inc. Sammons Retirement Solutions, Inc. Sanctuary Wealth Group, LLC
Santander Bank, N.A. Saturna Trust Company Securities America, Inc. Securities Finance Trust Company Security Benefit Life Insurance Company Security Financial Resources, Inc. Security Life of Denver Insurance Company SEI Private Trust Company SG Americas Securities, LLC Silicon Valley Bank Standard Insurance Company Standard Retirement Services, Inc. State Farm Life and Accident Assurance Company State Farm Life Insurance Company State Farm VP Management Corp. State Street Bank and Trust Company State Street Global Markets, LLC Stern Brothers & Co. Stifel, Nicolaus & Company, Incorporated Summit Brokerage Services, Inc. SVB Asset Management Symetra Life Insurance Company Syntal Capital Partners, LLC T. Rowe Price Retirement Plan Services, Inc. Talcott Resolution Life and Annuity Insurance Company Talcott Resolution Life Insurance Company TD Ameritrade Clearing, Inc. TD Ameritrade, Inc. TD Prime Services (US) LLC Teachers Insurance and Annuity Association of America Tigress Financial Partners, LLC Transamerica Financial Life Insurance Company Transamerica Life Insurance Company Treasury Brokerage Triad Advisors, LLC Truist Bank U.S. Bancorp Investments, Inc. U.S. Bank, National Association UBATCO & Co. UBS Financial Services, Inc. UBS Securities LLC Ultimus Fund Solutions, LLC UMB Bank, National Association United States Life Insurance Company in the City of New York VALIC Retirement Services Company Vanguard Group, Inc. Vanguard Marketing Corporation Voya Financial Advisors, Inc. Voya Financial Partners, LLC Voya Institutional Plan Services, LLC Voya Insurance and Annuity Company
NM1026U-6033230-3/137
Page 4
Voya Investments Distributor, LLC Voya Retirement Insurance and Annuity Company Waddell & Reed, Inc. Wells Fargo Advisors, LLC Wells Fargo Advisors Financial Network, LLC Wells Fargo Bank, N.A.
Wells Fargo Clearing Services, LLC Wells Fargo Investments, LLC Wells Fargo Securities, LLC Wilmington Trust, National Association Woodbury Financial Services, Inc. ZB, National Association
NM1026U-6033230-4/137
Page 5
Appendix A
BlackRock Advantage Global Fund, Inc.
BlackRock Advantage SMID Cap Fund, Inc.
BlackRock Allocation Target Shares BATS: Securitized Total Return Series BATS: Corporate Credit Total Return Series BATS: High Income Municipal Series BATS: High Income Taxable Series BATS: Mortgage Total Return Series BATS: Interest Rate Hedge Series BATS: Short Duration Taxable Total Return Series BATS: Short Term Municipal Income Series
BlackRock Balanced Fund, Inc.
BlackRock Bond Fund, Inc. BlackRock Total Return Fund
BlackRock California Municipal Series Trust BlackRock California Municipal Opportunities Fund
BlackRock Capital Appreciation Fund, Inc.
BlackRock Emerging Markets Fund, Inc.
BlackRock Equity Dividend Fund
BlackRock Financial Institutions Series Trust BlackRock Summit Cash Reserves Fund
BlackRock Funds SM BlackRock Advantage Emerging Markets Fund BlackRock Advantage International Fund BlackRock Advantage Large Cap Growth Fund BlackRock Advantage Small Cap Core Fund BlackRock Advantage Small Cap Growth Fund BlackRock China A Opportunities Fund BlackRock Commodity Strategies Fund BlackRock Daily Reinvestment Stablecoin Reserve Vehicle BlackRock Defensive Advantage Emerging Markets Fund BlackRock Emerging Markets ex-China Fund BlackRock Energy Opportunities Fund BlackRock Exchange Portfolio BlackRock Global Equity Market Neutral Fund BlackRock Health Sciences Opportunities Portfolio BlackRock High Equity Income Fund
BlackRock Mid-Cap Growth Equity Portfolio BlackRock Real Estate Securities Fund BlackRock Short Obligations Fund BlackRock Sustainable Aware Advantage Emerging Markets Equity Fund BlackRock Sustainable Aware Advantage Large Cap Core Fund BlackRock Tactical Opportunities Fund BlackRock Technology Opportunities Fund BlackRock Wealth Liquid Environmentally Aware Fund Circle Reserve Fund iShares Developed Real Estate Index Fund iShares Enhanced Roll Yield Index Fund iShares FTSE NAREIT All Equity REIT Index Fund iShares Municipal Bond Index Fund iShares Russell Mid-Cap Index Fund iShares Russell Small/Mid-Cap Index Fund iShares Short-Term TIPS Bond Index Fund iShares Total U.S. Stock Market Index Fund iShares U.S. Intermediate Credit Bond Index Fund iShares U.S. Intermediate Government Bond Index Fund iShares U.S. Long Credit Bond Index Fund iShares U.S. Long Government Bond Index Fund iShares U.S. Securitized Bond Index Fund
BlackRock Funds II BlackRock 20/80 Target Allocation Fund BlackRock 40/60 Target Allocation Fund BlackRock 60/40 Target Allocation Fund BlackRock 80/20 Target Allocation Fund BlackRock Dynamic High Income Portfolio BlackRock Global Dividend Portfolio BlackRock Managed Income Fund BlackRock Multi-Asset Income Portfolio BlackRock Retirement Income 2030 Fund
BlackRock Funds III BlackRock Cash Funds: Institutional BlackRock Cash Funds: Treasury BlackRock Diversified Equity Alpha Fund BlackRock Diversified Fixed Income Fund BlackRock LifePath ® Dynamic Retirement Fund BlackRock LifePath ® Dynamic 2030 Fund BlackRock LifePath ® Dynamic 2035 Fund BlackRock LifePath ® Dynamic 2040 Fund BlackRock LifePath ® Dynamic 2045 Fund
NM1026U-6033230-5/137
Page 6
BlackRock LifePath ® Dynamic 2050 Fund BlackRock LifePath ® Dynamic 2055 Fund BlackRock LifePath ® Dynamic 2060 Fund BlackRock LifePath ® Dynamic 2065 Fund BlackRock LifePath ® Dynamic 2070 Fund BlackRock LifePath ® Index Retirement Fund BlackRock LifePath ® Index 2030 Fund BlackRock LifePath ® Index 2035 Fund BlackRock LifePath ® Index 2040 Fund BlackRock LifePath ® Index 2045 Fund BlackRock LifePath ® Index 2050 Fund BlackRock LifePath ® Index 2055 Fund BlackRock LifePath ® Index 2060 Fund BlackRock LifePath ® Index 2065 Fund BlackRock LifePath ® Index 2070 Fund iShares MSCI Total International Index Fund iShares Russell 1000 Large-Cap Index Fund iShares S&P 500 Index Fund iShares U.S. Aggregate Bond Index Fund
BlackRock Funds IV BlackRock Credit Relative Value Fund BlackRock Systematic Multi-Strategy Fund
BlackRock Funds V BlackRock Core Bond Portfolio BlackRock Floating Rate Income Portfolio BlackRock High Yield Portfolio BlackRock Income Fund BlackRock Inflation Protected Bond Portfolio BlackRock Low Duration Bond Portfolio BlackRock Strategic Income Opportunities Portfolio
BlackRock Funds VI BlackRock Advantage CoreAlpha Bond Fund
BlackRock Global Allocation Fund, Inc.
BlackRock Index Funds, Inc. iShares MSCI EAFE International Index Fund iShares Russell 2000 Small-Cap Index Fund
BlackRock International Select Equity Fund
BlackRock Large Cap Focus Growth Fund, Inc.
BlackRock Large Cap Focus Value Fund, Inc.
BlackRock Large Cap Series Funds, Inc. BlackRock Advantage Large Cap Core Fund BlackRock Advantage Large Cap Value Fund BlackRock Event Driven Equity Fund
BlackRock Liquidity Funds FedFund MuniCash TempCash BlackRock Select Treasury Based Liquidity Fund T-Fund Treasury Trust Fund
BlackRock Mid-Cap Value Series, Inc. BlackRock Mid-Cap Value Fund
BlackRock Multi-State Municipal Series Trust BlackRock New Jersey Municipal Bond Fund BlackRock New York Municipal Opportunities Fund BlackRock Pennsylvania Municipal Bond Fund
BlackRock Municipal Bond Fund, Inc. BlackRock National Municipal Fund BlackRock Short Duration Muni Fund
BlackRock Municipal Series Trust BlackRock Strategic Municipal Opportunities Fund
BlackRock Natural Resources Trust
BlackRock Series Fund, Inc. BlackRock Advantage Large Cap Core Portfolio BlackRock Balanced Portfolio BlackRock Capital Appreciation Portfolio BlackRock Global Allocation Portfolio BlackRock Government Money Market Portfolio
BlackRock Series Fund II, Inc. BlackRock High Yield Portfolio
BlackRock Series, Inc. BlackRock International Fund
BlackRock Strategic Global Bond Fund, Inc.
BlackRock Unconstrained Equity Fund
BlackRock Variable Series Funds, Inc. BlackRock 60/40 Target Allocation ETF V.I. Fund BlackRock Advantage Large Cap Core V.I. Fund BlackRock Advantage Large Cap Value V.I. Fund BlackRock Advantage SMID Cap V.I. Fund
NM1026U-6033230-6/137
Page 7
BlackRock Basic Value V.I. Fund BlackRock Capital Appreciation V.I. Fund BlackRock Equity Dividend V.I. Fund BlackRock Global Allocation V.I. Fund BlackRock Government Money Market V.I. Fund BlackRock International Index V.I. Fund BlackRock International V.I. Fund
BlackRock Large Cap Focus Growth V.I. Fund BlackRock Managed Volatility V.I. Fund BlackRock S&P 500 Index V.I. Fund BlackRock Small Cap Index V.I. Fund
BlackRock Variable Series Funds II, Inc. BlackRock High Yield V.I. Fund BlackRock Total Return V.I. Fund
Shareholders should retain this Supplement for future reference.
SAI-GLOBAL-1026SUP
NM1026U-6033230-7/137
Page 8
BlackRock Advantage Global Fund, Inc. BlackRock Advantage SMID Cap Fund, Inc. BlackRock Allocation Target Shares BlackRock Balanced Fund, Inc. BlackRock Bond Fund, Inc. BlackRock California Municipal Series Trust BlackRock Capital Appreciation Fund, Inc. BlackRock Emerging Markets Fund, Inc. BlackRock Equity Dividend Fund BlackRock Financial Institutions Series Trust BlackRock Funds SM BlackRock Funds II BlackRock Funds III BlackRock Funds IV BlackRock Funds V BlackRock Funds VI BlackRock Global Allocation Fund, Inc. BlackRock Index Funds, Inc.
BlackRock International Select Equity Fund BlackRock Large Cap Focus Growth Fund, Inc. BlackRock Large Cap Focus Value Fund, Inc. BlackRock Large Cap Series Funds, Inc. BlackRock Liquidity Funds BlackRock Mid-Cap Value Series, Inc. BlackRock Multi-State Municipal Series Trust BlackRock Municipal Bond Fund, Inc. BlackRock Municipal Series Trust BlackRock Natural Resources Trust BlackRock Series Fund, Inc. BlackRock Series Fund II, Inc. BlackRock Series, Inc. BlackRock Strategic Global Bond Fund, Inc. BlackRock Unconstrained Equity Fund BlackRock Variable Series Funds, Inc. BlackRock Variable Series Funds II, Inc.
Supplement dated September 11, 2026 to the Statement of Additional Information (“SAI”) of each of the funds listed in Appendix A (each, a “Fund”), as amended from time to time.
Each Fund’s SAI is amended as follows:
The list in the section entitled “Purchase of Shares - Additional Payments by BlackRock - D. Service Organizations Receiving Additional Payments” in Part II, or in the section entitled “Miscellaneous Additional Payments by BlackRock - D. Service Organizations Receiving Additional Payments,” “Investment Advisory Arrangements - Additional Payments by BlackRock - D. Service Organizations Receiving Additional Payments” or “Investment Adviser and Other Service Providers - Additional Payments by BlackRock - D. Service Organizations Receiving Additional Payments,” as applicable, of each Fund’s current SAI, is deleted in its entirety and replaced with the following:
&Partners AccuTech Systems Corporation ADP Broker-Dealer, Inc. Advisor Credit Exchange, LLC Advisor Group, Inc. AE Wealth Management, LLC Alight Solutions LLC Allianz Life Financial Services, LLC Allianz Life Insurance Company of New York Allianz Life Insurance Company of North America Altruist Financial LLC American Enterprise Investment Services, Inc. American General Life Insurance Company American United Life Insurance Company Annuity Investors Life Insurance Company Anthem Securities LLC Argent Institutional Trust Company Ascensus Broker Dealer Services, Inc. Ascensus, Inc. Atomic Brokerage LLC Avantax Investment Services, LLC
Bancroft Capital LLC Bank of America, N.A. Bank of New York Mellon Barclays Capital Inc. Benefit Plans Administrative Services, Inc. Benefit Trust Company Beta Capital Securities LLC bfinance US Ltd. BlackRock Advisors, LLC BMO Capital Markets Corp. BNP Paribas BNP Paribas Investment Partners UK Limited BNY Mellon, N.A. BofA Securities, Inc. BOKF, N.A. Brighthouse Life Insurance Company Brighthouse Life Insurance Company of NY Broadridge Business Process Outsourcing, LLC Brown Brothers Harriman & Co. Cabrera Capital Markets, LLC Capital One, N.A.
NM1026U-6033230-8/137
Page 9
Cetera Advisor Networks LLC Cetera Advisors LLC Cetera Financial Group Cetera Financial Specialists LLC Cetera Investment Services LLC CF Secured, LLC Charles Schwab & Co., Inc. Charles Schwab Trust Bank Chicago Mercantile Exchange Inc. CIM Investment Management, Inc. Citco Securities, LLC CitiBank, National Association Citigroup Global Markets, Inc. Citizens Bank Citizens Business Bank CME Shareholder Servicing LLC CMFG Life Insurance Company Comerica Bank Commonwealth Financial Network Computershare Trust Company Conduent HR Services, LLC Delaware Life Insurance Company Delaware Trust Company Deutsche Bank AG Deutsche Bank Trust Company Americas Digital Retirement Solutions, Inc. Dunham & Associates Investment Counsel, Inc. Dynasty Financial Partners LLC Edward D. Jones & Co., L.P. Empire Fidelity Investments Life Insurance Company Empower Annuity Insurance Company of America Empower Financial Services, Inc. Empower Life & Annuity Insurance Company of New York Empower Plan Services, LLC Envestnet Asset Management, Inc. Equitable Advisors, LLC Equitable Life Insurance Company E*trade Savings Bank Federal Deposit Insurance Corporation Fidelity Brokerage Services LLC Fidelity Investments Institutional Operations Company, Inc. Fidelity Investments Life Insurance Company Fifth Third Securities, Inc. First Allied Securities, Inc. First Command Financial Planning, Inc. First Hawaiian Bank First Republic Bank First Security Benefit Life Insurance and Annuity Company of New York
First Symetra National Life Insurance Company of New York First-Citizens Bank & Trust Company FIS Brokerage & Securities Services LLC FNEX Capital, LLC Forethought Life Insurance Company FSC Securities Corporation Genworth Life and Annuity Insurance Company Genworth Life Insurance Company of New York Global Atlantic Distributors, LLC Goldman Sachs & Co. Great Pacific Securities, LLC Guardian Insurance & Annuity Co., Inc. Hancock Whitney Bank Hartford Funds Management Company Hartford Securities Distribution Company, Inc. Hazeltree Fund Services, Inc. Hightower Securities, Inc. Hilltop Securities Inc. HSBC Bank USA, N.A. Huntington Securities, Inc. Institutional Cash Distributors, LLC Integrity Life Insurance Company Interactive Brokers, LLC Investment Trust of California J.P. Morgan Institutional Investments Inc. J.P. Morgan Securities LLC Jefferies LLC Jefferson National Life Insurance Company Jefferson National Life Insurance Company of New York John Hancock Life Insurance Company (U.S.A.) John Hancock Life Insurance Company of New York John Hancock Trust Company JPMorgan Chase Bank, N.A. Kestra Investment Services, LLC Lincoln Financial Advisors Corporation Lincoln Financial Securities Corporation Lincoln Life & Annuity Company of New York Lincoln National Life Insurance Company Lincoln Retirement Services LLC Lombard International Life Assurance Company LPL Financial LLC M&T Securities Inc. Manufacturers and Traders Trust Company Massachusetts Mutual Life Insurance Company Members Life Insurance Company Merrill Lynch, Pierce, Fenner & Smith Incorporated Metavante Corporation Metropolitan Life Insurance Company Mid Atlantic Clearing & Settlement Corporation Midland Life Insurance Company
2
NM1026U-6033230-9/137
Page 10
Minnesota Life Insurance Company Mischler Financial Group Mizuho Securities USA Inc. MML Distributors, LLC MML Investors Services, LLC Morgan Stanley & Co. LLC Morgan Stanley Distribution, Inc. Morgan Stanley Smith Barney LLC MUFG Union Bank, National Association Nassau Life Insurance Company National Financial Services LLC National Integrity Life Insurance Company National Life Insurance Company Nationwide Financial Services, Inc. Nationwide Fund Distributors LLC Nationwide Retirement Solutions NCB Federal Savings Bank New England Pension Plan Systems, LLC New York Life Insurance and Annuity Corporation Newport Retirement Services, Inc. Northbrook Bank & Trust Company Northern Trust Company Northwestern Mutual Investment Services, LLC Northwestern Mutual Life Insurance Company NYLife Distributors LLC Oppenheimer & Co., Inc. Orion Advisor Services, LLC Osaic Wealth, Inc. Pacific Life & Annuity Company Pacific Life Insurance Company Pacific Select Distributors, LLC Park Avenue Securities LLC Penserra Securities LLC Pershing LLC PFPC Inc. Piper Jaffray & Co. PNC Bank, National Association PNC Capital Markets LLC PNC Investments LLC Principal Bank Principal Life Insurance Company Protective Life and Annuity Insurance Company Protective Life Insurance Company Pruco Life Insurance Company Pruco Life Insurance Company of New Jersey Prudential Annuities Distributors, Inc. Prudential Insurance Company of America Raymond James & Associates, Inc. Raymond James Financial Services, Inc. RBC Capital Markets, LLC Regions Bank Reliance Trust Company
Reliastar Life Insurance Company Reliastar Life Insurance Company of New York RiverSource Distributors, Inc. RiverSource Life Insurance Co. of New York RiverSource Life Insurance Company SagePoint Financial, Inc. Sammons Retirement Solutions, Inc. Sanctuary Wealth Group, LLC Santander Bank, N.A. Saturna Trust Company Securities America, Inc. Securities Finance Trust Company Security Benefit Life Insurance Company Security Financial Resources, Inc. Security Life of Denver Insurance Company SEI Private Trust Company SG Americas Securities, LLC Silicon Valley Bank Standard Insurance Company State Farm Life and Accident Assurance Company State Farm Life Insurance Company State Farm VP Management Corp. State Street Bank and Trust Company State Street Global Markets, LLC Stern Brothers & Co. Stifel, Nicolaus & Company, Incorporated Summit Brokerage Services, Inc. SVB Asset Management Symetra Life Insurance Company Syntal Capital Partners, LLC T. Rowe Price Retirement Plan Services, Inc. Talcott Resolution Life and Annuity Insurance Company Talcott Resolution Life Insurance Company TD Ameritrade Clearing, Inc. TD Ameritrade, Inc. TD Prime Services (US) LLC Teachers Insurance and Annuity Association of America Tigress Financial Partners, LLC Transamerica Financial Life Insurance Company Transamerica Life Insurance Company Treasury Brokerage Triad Advisors, LLC Truist Bank U.S. Bancorp Investments, Inc. U.S. Bank, National Association UBATCO & Co. UBS Financial Services, Inc. UBS Securities LLC Ultimus Fund Solutions, LLC UMB Bank, National Association
3
NM1026U-6033230-10/137
Page 11
United States Life Insurance Company in the City of New York VALIC Retirement Services Company Vanguard Group, Inc. Vanguard Marketing Corporation Voya Financial Advisors, Inc. Voya Financial Partners, LLC Voya Institutional Plan Services, LLC Voya Insurance and Annuity Company Voya Investments Distributor, LLC Voya Retirement Insurance and Annuity Company
Waddell & Reed, Inc. Wells Fargo Advisors, LLC Wells Fargo Advisors Financial Network, LLC Wells Fargo Bank, N.A. Wells Fargo Clearing Services, LLC Wells Fargo Investments, LLC Wells Fargo Securities, LLC Wilmington Trust, National Association Woodbury Financial Services, Inc. ZB, National Association
4
NM1026U-6033230-11/137
Page 12
Appendix A
BlackRock Advantage Global Fund, Inc.
BlackRock Advantage SMID Cap Fund, Inc.
BlackRock Allocation Target Shares BATS: Securitized Total Return Series BATS: Corporate Credit Total Return Series BATS: High Income Municipal Series BATS: High Income Taxable Series BATS: Mortgage Total Return Series BATS: Interest Rate Hedge Series BATS: Short Duration Taxable Total Return Series BATS: Short Term Municipal Income Series
BlackRock Balanced Fund, Inc.
BlackRock Bond Fund, Inc. BlackRock Total Return Fund
BlackRock California Municipal Series Trust BlackRock California Municipal Opportunities Fund
BlackRock Capital Appreciation Fund, Inc.
BlackRock Emerging Markets Fund, Inc.
BlackRock Equity Dividend Fund
BlackRock Financial Institutions Series Trust BlackRock Summit Cash Reserves Fund
BlackRock Funds SM BlackRock Advantage Emerging Markets Fund BlackRock Advantage International Fund BlackRock Advantage Large Cap Growth Fund BlackRock Advantage Small Cap Core Fund BlackRock Advantage Small Cap Growth Fund BlackRock China A Opportunities Fund BlackRock Commodity Strategies Fund BlackRock Daily Reinvestment Stablecoin Reserve Vehicle BlackRock Defensive Advantage Emerging Markets Fund BlackRock Emerging Markets ex-China Fund BlackRock Energy Opportunities Fund BlackRock Exchange Portfolio BlackRock Global Equity Market Neutral Fund BlackRock Health Sciences Opportunities Portfolio
BlackRock High Equity Income Fund BlackRock Mid-Cap Growth Equity Portfolio BlackRock Real Estate Securities Fund BlackRock Short Obligations Fund BlackRock Sustainable Aware Advantage Emerging Markets Equity Fund BlackRock Sustainable Aware Advantage Large Cap Core Fund BlackRock Tactical Opportunities Fund BlackRock Technology Opportunities Fund BlackRock Wealth Liquid Environmentally Aware Fund Circle Reserve Fund iShares Developed Real Estate Index Fund iShares Enhanced Roll Yield Index Fund iShares FTSE NAREIT All Equity REIT Index Fund iShares Municipal Bond Index Fund iShares Russell Mid-Cap Index Fund iShares Russell Small/Mid-Cap Index Fund iShares Short-Term TIPS Bond Index Fund iShares Total U.S. Stock Market Index Fund iShares U.S. Intermediate Credit Bond Index Fund iShares U.S. Intermediate Government Bond Index Fund iShares U.S. Long Credit Bond Index Fund iShares U.S. Long Government Bond Index Fund iShares U.S. Securitized Bond Index Fund
BlackRock Funds II BlackRock 20/80 Target Allocation Fund BlackRock 40/60 Target Allocation Fund BlackRock 60/40 Target Allocation Fund BlackRock 80/20 Target Allocation Fund BlackRock Dynamic High Income Portfolio BlackRock Global Dividend Portfolio BlackRock Managed Income Fund BlackRock Multi-Asset Income Portfolio BlackRock Retirement Income 2030 Fund
BlackRock Funds III BlackRock Cash Funds: Institutional BlackRock Cash Funds: Treasury BlackRock Diversified Equity Alpha Fund BlackRock Diversified Fixed Income Fund BlackRock LifePath ® Dynamic Retirement Fund BlackRock LifePath ® Dynamic 2030 Fund BlackRock LifePath ® Dynamic 2035 Fund BlackRock LifePath ® Dynamic 2040 Fund BlackRock LifePath ® Dynamic 2045 Fund
5
NM1026U-6033230-12/137
Page 13
BlackRock LifePath ® Dynamic 2050 Fund BlackRock LifePath ® Dynamic 2055 Fund BlackRock LifePath ® Dynamic 2060 Fund BlackRock LifePath ® Dynamic 2065 Fund BlackRock LifePath ® Dynamic 2070 Fund BlackRock LifePath ® ESG Index Retirement Fund BlackRock LifePath ® ESG Index 2030 Fund BlackRock LifePath ® ESG Index 2035 Fund BlackRock LifePath ® ESG Index 2040 Fund BlackRock LifePath ® ESG Index 2045 Fund BlackRock LifePath ® ESG Index 2050 Fund BlackRock LifePath ® ESG Index 2055 Fund BlackRock LifePath ® ESG Index 2060 Fund BlackRock LifePath ® ESG Index 2065 Fund BlackRock LifePath ® ESG Index 2070 Fund BlackRock LifePath ® Index Retirement Fund BlackRock LifePath ® Index 2030 Fund BlackRock LifePath ® Index 2035 Fund BlackRock LifePath ® Index 2040 Fund BlackRock LifePath ® Index 2045 Fund BlackRock LifePath ® Index 2050 Fund BlackRock LifePath ® Index 2055 Fund BlackRock LifePath ® Index 2060 Fund BlackRock LifePath ® Index 2065 Fund BlackRock LifePath ® Index 2070 Fund iShares MSCI Total International Index Fund iShares Russell 1000 Large-Cap Index Fund iShares S&P 500 Index Fund iShares U.S. Aggregate Bond Index Fund
BlackRock Funds IV BlackRock Credit Relative Value Fund BlackRock Systematic Multi-Strategy Fund
BlackRock Funds V BlackRock Core Bond Portfolio BlackRock Floating Rate Income Portfolio BlackRock High Yield Portfolio BlackRock Income Fund BlackRock Inflation Protected Bond Portfolio BlackRock Low Duration Bond Portfolio BlackRock Strategic Income Opportunities Portfolio
BlackRock Funds VI BlackRock Advantage CoreAlpha Bond Fund
BlackRock Global Allocation Fund, Inc.
BlackRock Index Funds, Inc. iShares MSCI EAFE International Index Fund iShares Russell 2000 Small-Cap Index Fund
BlackRock International Select Equity Fund
BlackRock Large Cap Focus Growth Fund, Inc.
BlackRock Large Cap Focus Value Fund, Inc.
BlackRock Large Cap Series Funds, Inc. BlackRock Advantage Large Cap Core Fund BlackRock Advantage Large Cap Value Fund BlackRock Event Driven Equity Fund
BlackRock Liquidity Funds FedFund MuniCash TempCash BlackRock Select Treasury Based Liquidity Fund T-Fund Treasury Trust Fund
BlackRock Mid-Cap Value Series, Inc. BlackRock Mid-Cap Value Fund
BlackRock Multi-State Municipal Series Trust BlackRock New Jersey Municipal Bond Fund BlackRock New York Municipal Opportunities Fund BlackRock Pennsylvania Municipal Bond Fund
BlackRock Municipal Bond Fund, Inc. BlackRock National Municipal Fund BlackRock Short Duration Muni Fund
BlackRock Municipal Series Trust BlackRock Strategic Municipal Opportunities Fund
BlackRock Natural Resources Trust
BlackRock Series Fund, Inc. BlackRock Advantage Large Cap Core Portfolio BlackRock Balanced Portfolio BlackRock Capital Appreciation Portfolio BlackRock Global Allocation Portfolio BlackRock Government Money Market Portfolio
BlackRock Series Fund II, Inc. BlackRock High Yield Portfolio
BlackRock Series, Inc. BlackRock International Fund
BlackRock Strategic Global Bond Fund, Inc.
6
NM1026U-6033230-13/137
Page 14
BlackRock Unconstrained Equity Fund
BlackRock Variable Series Funds, Inc. BlackRock 60/40 Target Allocation ETF V.I. Fund BlackRock Advantage Large Cap Core V.I. Fund BlackRock Advantage Large Cap Value V.I. Fund BlackRock Advantage SMID Cap V.I. Fund BlackRock Basic Value V.I. Fund BlackRock Capital Appreciation V.I. Fund BlackRock Equity Dividend V.I. Fund BlackRock Global Allocation V.I. Fund
BlackRock Government Money Market V.I. Fund BlackRock International Index V.I. Fund BlackRock International V.I. Fund BlackRock Large Cap Focus Growth V.I. Fund BlackRock Managed Volatility V.I. Fund BlackRock S&P 500 Index V.I. Fund BlackRock Small Cap Index V.I. Fund
BlackRock Variable Series Funds II, Inc. BlackRock High Yield V.I. Fund BlackRock Total Return V.I. Fund
Shareholders should retain this Supplement for future reference.
SAI-GLOBAL-0926SUP
7
NM1026U-6033230-14/137
Page 15
BLACKROCK LIQUIDITY FUNDS BlackRock Select Treasury Based Liquidity Fund (the “Fund”)
Supplement dated July 31, 2026 to the Capital Shares, Mischler Financial Group Shares, Administration Shares, Cash Management Shares, Cash Reserve Shares, Institutional Shares, Dollar Shares, Tigress Shares and Stern Brothers Shares Summary Prospectuses and Prospectuses and the Statement of Additional Information (“SAI”) of the Fund, each dated February 27, 2026, as amended and/or supplemented to date
Effective on or about July 31, 2026, the following changes are made to the Fund’s Summary Prospectuses, Prospectuses and SAI, as applicable:
The section of the Prospectuses entitled “Details About the Funds — How Each Fund Invests — Other Investments” is amended to indicate that “Investment Company Securities” is no longer an investment of the Fund.
The sections of the Summary Prospectuses and the Prospectuses entitled “Key Facts About BlackRock Select Treasury Based Liquidity Fund — Principal Risks of Investing in the Fund,” “Fund Overview — Key Facts About BlackRock Select Treasury Based Liquidity Fund — Principal Risks of Investing in the Fund,” or “Details About the Funds—Investment Risks—Principal Risks of Investing in the Funds,” as applicable, are amended to add the following “Stablecoin Regulatory Risk” as a risk factor for the Fund:
Stablecoin Regulatory Risk. B BlackRock Select Treasury Based Liquidity Fund. The Fund intends to operate such that its shares will be “eligible reserve assets” for payment stablecoin issuers under a U.S. law enacted in July 2025 designed to establish a framework for regulation of such issuers and any regulation adopted thereunder (the “GENIUS Act”). The Fund’s status as an eligible reserve asset under the GENIUS Act is a product of its structure as a government money market fund operating in accordance with Rule 2a-7 under the 1940 Act and investing exclusively in cash, U.S. Treasury bills, notes and other obligations issued or guaranteed as to principal and interest by the U.S. Treasury (collectively, “Treasury Instruments”) with a maturity of 93 days or less and overnight repurchase agreements secured by such instruments. If the GENIUS Act or regulations adopted thereunder were to impose requirements with which the Fund cannot comply — for example, by limiting the types of permitted reserve assets in a manner that excludes shares of money market funds or by imposing operational or structural conditions that the Fund is unable to satisfy — payment stablecoin issuers that hold shares of the Fund as reserve assets could be required to redeem their holdings in the Fund in order to maintain compliance with applicable law. Such large-scale redemptions could adversely affect the Fund’s liquidity and net assets. In addition, under rules adopted or proposed by the Office of the Comptroller of the Currency (OCC), there may be limits on the percentage of a stablecoin issuer’s total reserve assets that may be held in any single investment product, which could limit the growth of the Fund. Additionally, various other aspects of the GENIUS Act remain unclear and subject to interpretation, and federal regulators, including the OCC and the U.S. Department of the Treasury, are developing implementing standards that have not been finalized as of the date of this Prospectus. Changes in, or new interpretations of, the GENIUS Act or related rules could affect the types of instruments the Fund is permitted to hold under that framework or the methods by which the Fund implements its investment strategy, including operational processes tied to its permissioned use of public blockchains for shares of the Fund. These developments could require the Fund to adjust portfolio holdings or modify operational practices and could adversely affect the Fund or its shareholders.
NM1026U-6033230-15/137
Page 16
The section of the SAI entitled “Investment Strategies and Policies — Investment in Other Investment Companies” is amended to delete the first sentence of that section in its entirety and replace it with the following:
The Funds, except for Treasury Trust Fund and BlackRock Select Treasury Based Liquidity Fund, may invest in securities issued by other open-end or closed-end investment companies as permitted by the 1940 Act and their investment strategies.
* * *
Shareholders should retain this Supplement for future reference.
PR2SAI-BLF-0726SUP
2
NM1026U-6033230-16/137
Page 17
STATEMENT OF ADDITIONAL INFORMATION
BlackRock Liquidity Funds
TempCash BlackRock Select Treasury Based Liquidity Fund FedFund T-Fund Treasury Trust Fund MuniCash
100 Bellevue Parkway, Wilmington, Delaware 19809 • Phone No. (800) 441-7450
This Statement of Additional Information of TempCash, BlackRock Select Treasury Based Liquidity Fund (formerly known as BlackRock Liquid Federal Trust Fund), FedFund, T-Fund, Treasury Trust Fund and MuniCash (collectively, the “Funds”), each a series of BlackRock Liquidity Funds (the “Trust”), is not a prospectus and should be read in conjunction with (A) each of the current prospectuses of the Funds dated February 27, 2026, as they may from time to time be supplemented or revised, for (i) the Administration, Cash Management and Cash Reserve Shares of BlackRock Select Treasury Based Liquidity Fund, FedFund, T-Fund and Treasury Trust Fund; (ii) the Dollar, Capital and Institutional Shares of TempCash, BlackRock Select Treasury Based Liquidity Fund, FedFund, T-Fund, Treasury Trust Fund and MuniCash; (iii) the Mischler Financial Group Shares of FedFund and BlackRock Select Treasury Based Liquidity Fund; (iv) the Stern Brothers Shares of BlackRock Select Treasury Based Liquidity Fund and FedFund; and (v) the Tigress Shares of BlackRock Select Treasury Based Liquidity Fund and FedFund; (B) each of the current prospectuses dated February 27, 2026, as they may from time to time be supplemented or revised, for (i) the Private Client Shares of FedFund; (ii) the Select Shares of FedFund, T-Fund and Treasury Trust Fund; (iii) the Premier Shares of TempCash, FedFund and T-Fund; (iv) the Penserra Shares of FedFund; (v) the Great Pacific Shares of TempCash and FedFund; and (vi) the WestCap Shares of FedFund; (C) the current prospectus dated February 27, 2026, as it may from time to time be supplemented or revised, for the DLT Shares of Treasury Trust Fund; and (D) the current prospectus dated July 31, 2026, as it may from time to time be supplemented or revised, for the OnChain Shares of BlackRock Select Treasury Based Liquidity Fund. No investment in shares should be made without reading the appropriate prospectus. This Statement of Additional Information is incorporated by reference in its entirety into each prospectus. The audited financial statements of each of the Funds are incorporated into this Statement of Additional Information by reference to the Funds’ Annual Financial Statements and Additional Information for the fiscal year ended October 31, 2025, as filed with the Securities and Exchange Commission (the “SEC” or the “Commission”) on Form N-CSR (the “2025 Annual Financial Statements”). The unaudited financial statements of each of the Funds are incorporated into this Statement of Additional Information by reference to the Funds’ Semi-Annual Financial Statements and Additional Information for the fiscal period ended April 30, 2026 (the “2026 Semi-Annual Financial Statements”). Copies of the prospectuses, 2025 Annual Financial Statements and 2026 Semi-Annual Financial Statements for each of the Funds may be obtained, without charge, by writing to the Trust, 100 Bellevue Parkway, Wilmington, DE 19809 or calling BlackRock Liquidity Funds at (800) 441-7450.
References to the Investment Company Act of 1940, as amended (the “1940 Act”), or other applicable law, will include any rules promulgated thereunder and any guidance, interpretations or modifications by the Securities and Exchange Commission (the “Commission” or the “SEC”), SEC staff or other authority with appropriate jurisdiction, including court interpretations, and exemptive, no-action or other relief or permission from the SEC, SEC staff or other authority.
BlackRock Advisors, LLC — Manager
BlackRock Investments, LLC — Distributor
The date of this Statement of Additional Information is July 31, 2026.
NM1026U-6033230-17/137
Page 18
Fund and Share Class Ticker Symbol TEMPCASH Dollar Shares .................................................................. TCDXX Institutional Shares ........................................................... TMCXX Capital Shares ................................................................ TPCXX Premier Shares ................................................................ TCPXX Great Pacific Shares ........................................................... GPCXX BLACKROCK SELECT TREASURY BASED LIQUIDITY FUND Administration Shares ......................................................... BFTXX Cash Management Shares ..................................................... BFMXX Cash Reserve Shares .......................................................... BFDXX Dollar Shares .................................................................. TSDXX Institutional Shares ........................................................... TFFXX Capital Shares ................................................................ BECXX Mischler Financial Group Shares ............................................... EDUXX Stern Brothers Shares ......................................................... SIGXX Tigress Shares ................................................................ EVEXX OnChain Shares ............................................................... DOLXX FEDFUND Administration Shares ......................................................... BLFXX Cash Management Shares ..................................................... BFFXX Cash Reserve Shares .......................................................... BFRXX Dollar Shares .................................................................. TDDXX Institutional Shares ........................................................... TFDXX Capital Shares ................................................................ BFCXX Private Client Shares .......................................................... BRPXX Select Shares ................................................................. BFBXX Premier Shares ................................................................ BUPXX Mischler Financial Group Shares ............................................... HUAXX Penserra Shares ............................................................... PSFXX Great Pacific Shares ........................................................... GPAXX Stern Brothers Shares ......................................................... SBIXX WestCap Shares ............................................................... WSTXX Tigress Shares ................................................................ TIGXX T-FUND Administration Shares ......................................................... BTAXX Cash Management Shares ..................................................... BPTXX Cash Reserve Shares .......................................................... BTRXX Dollar Shares .................................................................. TFEXX Institutional Shares ........................................................... TSTXX Capital Shares ................................................................ BCHXX Select Shares ................................................................. BSLXX Premier Shares ................................................................ BEMXX TREASURY TRUST FUND Administration Shares ......................................................... BITXX Cash Management Shares ..................................................... BTCXX Cash Reserve Shares .......................................................... BTFXX Dollar Shares .................................................................. TTDXX Institutional Shares ........................................................... TTTXX Capital Shares ................................................................ BUCXX Select Shares ................................................................. TSLXX DLT Shares ................................................................... DGLXX MUNICASH Dollar Shares .................................................................. MCDXX Institutional Shares ........................................................... MCSXX Capital Shares ................................................................ MCPXX
NM1026U-6033230-18/137
Page 19
TABLE OF CONTENTS
Page
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-2
INVESTMENT STRATEGIES, RISKS AND POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-2
Portfolio Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-2
Investment Strategies and Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-3 Banking Industry Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-3
Blockchain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-3
Commercial Paper . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-14
Domestic Issuers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-14
Environmental, Social and Governance (“ESG”) Integration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-14
Forward Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-14 Funding Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-15
Illiquid Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-15
Inflation Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-15 Interest Rate Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-15
Investment Company Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-15
Loan Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-16 Mortgage-Related and Other Asset-Backed Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-16 Municipal Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-18
Operational and Technology Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-20 Recent Market Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-21 Repurchase Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-22
Restricted Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-24
Reverse Repurchase Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-24 Securities Lending . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-25
Short-Term Trading . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-25
Stand-By Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-25 Special Considerations Regarding Foreign Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-25
U.S. Government Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-26
Variable and Floating Rate Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-26 When-Issued and Delayed Settlement Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-26
Regulation Regarding Derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-27
DISCLOSURE OF PORTFOLIO HOLDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-27 INVESTMENT LIMITATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-34 ADDITIONAL PURCHASE AND REDEMPTION INFORMATION . . . . . . . . . . . . . . . . . . . . . . . I-36
General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-36 Net Asset Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-42
NM1026U-6033230-19/137
Page 20
Page
MANAGEMENT OF THE FUNDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-45
Information on Trustees and Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-45
Biographical Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-50 Compensation of Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-54
Management Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-55
Potential Conflicts of Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-57
Accounting Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-67
Distributor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-68
Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-68 Transfer Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-68
Service Organizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-68
Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-72 ADDITIONAL INFORMATION CONCERNING TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-72
DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-77 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-77
ADDITIONAL DESCRIPTION CONCERNING SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-78 COUNSEL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-79 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM . . . . . . . . . . . . . . . . . . . . . . . . . . I-79
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-79 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-79 Proxy Voting Policies and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-79 Additional Payments by BlackRock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-80
Shareholder Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-85 Securities Holdings of Brokers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-85 Certain Record Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-86
APPENDIX A — DESCRIPTION OF BOND RATINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1 APPENDIX B — PROXY VOTING POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
NM1026U-6033230-20/137
Page 21
G ENERAL I NFORMATION
BlackRock Liquidity Funds (the “Trust”) was organized as a Delaware statutory trust on October 21, 1998. It is the successor to the following three in vestment companies: (1) Temporary Investment Fund, Inc.; (2) Trust for Federal Securities; and (3) Municipal Fund for T Temporary Investment (collectively the “Predecessor Companies”). The Predecessor Companies were comprised of the Trust’s six existing portfolios: TempCash, BlackRock Select Treasury Based Liquidity Fund (fo rmerly known as BlackRock Liquid Federal Trust Fund), FedFund, T-Fund, Treasury Trust Fund and MuniCash h (each, a “Fund” and collectively, the “Funds”).
Each of TempCash and MuniCash is a non-retail, non-government money market fund under Rule 2a-7 under the 1940 Act (each an “Institutional Fund”). Each of BlackRock Select Treasury Based Liquidity Fund, FedFund, T-Fund and Treasury Trust Fund is a government money market fund under Rule 2a-7 (each a “Government Fund”).
The Funds commenced operations as follows: TempCash — February 1984; BlackRock Select Treasury Based Liquidity Fund — December 1990; FedFund — October 1975; T-Fund — March 1980; Treasury Trust Fund — May 1989; and MuniCash — February 1984.
On February 10, 1999, each of the Funds was reorganized d into a separate series of the Trust. The Trust is an open-end management investment company. Currently, the T Trust offers shares of each of the six Funds. Each Fund has elected to be classified as “diversified” under the 1940 Act. BlackRock Select Treasury Based Liquidity Fund, FedFund, T-Fund and Treasury Trust Fund offer Administration Shares. BlackRock Select Treasury Based Liquidity Fund, FedFund, T-Fund and T Treasury Trust Fund also offer Cash Management Shares. BlackRock Select Treasury Based Liquidity Fund, FedFund, T-Fund and Treasury Trust Fund also offer Cash Reserve Shares. TempCash, BlackRock Select t Treasury Based Liquidity Fund, FedFund, T-Fund, Treasury Trust Fund and MuniCash also offer Dollar Shares. TempCash, BlackRock Select Treasury Based Liquidity Fund, FedFund, T-Fund, Treasury Trust F und and MuniCash also offer Institutional Shares. TempCash, BlackRock Select Treasury Based Liquid ity Fund, FedFund, T-Fund, Treasury Trust Fund and MuniCash also offer Capital Shares. FedFund also offers Private Client Shares. FedFund, T-Fund and Treasury Trust Fund also offer Select Shares. Temp Cash, FedFund and T-Fund also offer Premier Shares. FedFund and BlackRock Select Treasury Based Liquid ity Fund also offer Mischler Financial Group Shares, Stern Brothers Shares and Tigress Shares. FedFund also offers Great Pacific Shares, Penserra Shares and WestCap Shares. TempCash also offers Great Pacific Shares. Treasury Trust Fund also offers DLT Shares. BlackRock Select Treasury Based Liquidity Fund also offers OnChain Shares.
On January 29, 2001, the Trust changed its name from “Provident Institutional Funds” to “BlackRock Provident Institutional Funds.” On January 28, 2004, th e Trust changed its name from “BlackRock Provident Institutional Funds” to “BlackRock Liquidity Funds.” On February 21, 2008, the Funds changed the names of certain share classes as follows: “Bear Stearns Shares” were renamed “Select Shares”; “Bear Stearns Private Client Shares” were renamed “Private Client Shares”; “Bear Stearns Premier Shares” were renamed “Premier Shares”; and “Bear Stearns Premier Choice Shares” were renamed “Premier Choice Shares.” On March 10, 2017, “Premier Choice Shares” were renamed “Capital Sh ares.” On July 19, 2021, Federal Trust Fund was renamed “BlackRock Liquid Federal Trust Fund.” On October 14, 2025, BlackRock Liquid Federal Trust Fund was renamed “BlackRock Select Treasury Based Liquidity Fund.”
I NVESTMENT S TRATEGIES , R ISKS AND P OLICIES
Portfolio Transactions
Subject to the general control of the Trust’s Board of Trustees (“Board” or “Trustees”), BlackRock Advisors, LLC (“BlackRock” or the “Manager”), the Funds’ investme nt manager, is responsible for, makes decisions with respect to, and places orders for all purchases and sales of portfolio securities for the Funds. BlackRock International Limited (“BIL” or the “Sub-Adviser”) ac ts as sub-adviser to TempCash. Where applicable throughout this Statement of Additional Information (“SAI”), “BlackRock” refers also to the Sub-Adviser. BlackRock purchases portfolio securities for the Funds e ither directly from the issuer or from dealers who
I-2
NM1026U-6033230-21/137
Page 22
specialize in money market instruments. Such pu rchases are usually without brokerage commissions. In making portfolio investments, BlackRock seeks to obtain t the best net price and the most favorable execution of orders. In seeking best execution, BlackRock may review smaller and newly-established brokers and dealers to determine if they can be included as part of Blac kRock’s trading platform and may place orders with such brokers. To the extent that the execution and price offered by more than one dealer are comparable, BlackRock may, in its discretion, effect transactions in portfolio securities with dealers who provide the Funds with research advice or other services.
Investment decisions for each Fund are made independently y from those of the other Funds or other investment company portfolios or accounts advised or managed by BlackRock or its affiliates. Such other portfolios may also invest in the same securities as the Funds. When p purchases or sales of the same security are made at substantially the same time and price on behalf of such h other portfolios, transactions are allocated as to amount, in a manner which BlackRock believes to be e quitable to each Fund and its customers who also are acquiring securities. In some instances, this investment t procedure may affect the size of the position obtained for a Fund. To the extent permitted by law, BlackRock may aggregate the securities to be sold or purchased for a Fund with those to be sold or purchased for su ch other portfolios in order to obtain best execution.
The Funds will not execute portfolio transactions throug h or acquire portfolio securities issued by BlackRock, BlackRock Investments, LLC (“BRIL”) or any of their r respective affiliated persons (as such term is defined in the 1940 Act), except to the extent permitted by the SEC. In addition, with respect to such transactions, securities, deposits and agreements, the Funds will not give preference to banks, savings and loan associations and other financial institutions (“Service Organiz ations”) with whom a Fund enters into agreements concerning the provision of support services to custom ers who beneficially own Administration Shares, Cash Management Shares, Cash Reserve Shares, Dollar Shares, Premier Shares, Capital Shares, Private Client Shares and Select Shares.
Treasury Trust Fund may engage in short-term tradin g for liquidity purposes. Each Fund’s annual portfolio turnover will be relatively high because of the short-term m nature of securities that the Funds are permitted to hold under SEC rules. However, this turnover is not e xpected to have a material effect on a Fund’s net income. Each Fund’s portfolio turnover rate is exp ected to be zero for regulatory reporting purposes.
Investment Strategies and Policies
The following supplements information contained in t the prospectuses concerning the Funds’ investment strategies and/or policies. To the extent an investme nt policy is discussed in this SAI but not in the prospectuses, such policy is not a principal policy of t the Funds. Except as indicated, the information below relates only to those Funds that are authorized to inv est in the instruments or securities described below. The Open-End Active and Fixed Income Index Fund Proxy Voting Policy applies to each Fund. Please see “Proxy Voting Policies and Procedures” in this SAI for further information about these policies. A copy of each policy is included in Appendix B. Information that does not a pply to the Funds does not form a part of the Funds’ SAI and should not be relied on by investors in the F unds. Only information that is clearly identified as applicable to the Funds is considered to form a part of the Funds’ SAI.
Banking Industry Obligations. For purposes of TempCash’s investment policies, the assets of a bank or savings institution will be deemed to include the assets of its domestic and foreign branches. Obligations of foreign banks in which TempCash may invest include Eurodollar Certificates of Deposit (“ECDs”), which are U.S. dollar-denominated certificates of deposit issued by offices of foreign and domestic banks located outside the United States; Eurodollar Time Deposits (“ETDs”), which are U.S. dollar-denominated deposits in a foreign branch of a U.S. bank or a foreign bank; and Yankee Certificates of Deposit (“Yankee CDs”), which are U.S. dollar-denominated certificates of deposit issued by a U.S. branch of a foreign bank and held in the United States.
Blockchain.
This Blockchain section, including all subsections here under, applies solely to BlackRock Select Treasury Based Liquidity Fund and its OnChain Shares and does not apply to any other Fund or share class of
I-3
NM1026U-6033230-22/137
Page 23
BlackRock Liquidity Funds as of the date of this SAI. This discussion of blockchain-related features and risks is intended to provide a high-level overview tailored to the Fund’s current operations and does not purport to be a complete or exhaustive description of all risk s, developments or considerations associated with distributed ledger technology, blockchain networks, smar t contracts, or digital wallets. New or unanticipated regulatory, operational, technological, or market ri sks may emerge over time, and the applicability or materiality of any risk may vary based on the blockchain n network used, wallet or custody configuration, and future changes to the Fund’s operations. Investors should review the Fund’s Prospectus and this SAI in their entirety and consult their own legal, tax and technology advisers regarding the risks of transacting in OnChain Shares.
Use of Blockchain . The Fund’s transfer agent maintains the official record of ownership of OnChain Shares on a public blockchain that is used by the Fund’s investors. In particular, the Fund’s transfer agent utilizes a permissioned system that operates in connection with a public, permissionless blockchain. OnChain Shares will be digitally represented on the blockchain using token standards (“Tokens”). The Board has delegated to BlackRock the authority to select the blockchain networks on which the Fund’s OnChain Shares will be offered and sold. Such blockchain records, together with an off-chain register associating wallet addresses with shareholder personal identifying information, will constitute the official shareholder register of the Fund and, in the absence of a technical failure of either of those systems, conclusively govern the record ownership of OnChain Shares. As of the date of this SAI, the Fund’s OnChain Shares are issued as ERC-20 tokens (the “Tokens”) and will be authenticated and recorded on Ethereum, a public blockchain.
A blockchain is a distributed ledger that digitally records transactions in a verifiable way using cryptography, with records designed to be immutable (i.e., extremely d ifficult to alter once confirmed). A distributed ledger is a database in which data is stored in a decentra lized manner. Cryptography is a method of storing and transmitting data in a particular form so that onl y those for whom it is intended can read and process it. Transactions on the blockchain are verified and auth enticated by computers on the network (referred to as “nodes” or “validators”) that receive, propagate, v erify, and execute transactions. The process of authenticating a transaction before it is recorded ensu res that only valid and authorized transactions are recorded on the blockchain in collections of transac tions called “blocks.” Blockchain networks are based upon software source code that establishes and governs t their respective cryptographic systems for verifying transactions. The Fund’s transfer agent maintains contro ls to correct errors in the share registry or remediate unauthorized transactions. In the event such a co rrection were warranted, the Fund’s transfer agent would make the correction by adding an appropriate instruc tion to another subsequent block on the applicable blockchain ( i.e ., the prior activity on the blockchain would not be deleted, although the blockchain would be updated with the correct transactional history).
In order to facilitate the use of blockchain technology, each investor in OnChain Shares will use a blockchain “wallet,” which is a software application (but can also be a hardware device or managed by an institutional custody solution) that stores a user’s “private key” for related digital assets and is used to facilitate the transfer of assets on a particular blockchain. A “privat e key” is one of two numbers in a cryptographic “key pair.” A key pair consists of a “public key” and its corresponding private key, both of which are lengthy alphanumeric codes, where the public key is mathematically derived from the private key. The private key is used by the owner of a blockchain wallet to send (i.e., digitally sign and authenticate) instructions to the blockchain to update the ownership records of the digita l assets and is private to the wallet owner. The public key is, as the name implies, public and allows other wa llets on the applicable blockchain to transfer digital assets to a wallet’s public key address when permitted. The blockchain will record transaction data, including wallet addresses and digital signatures, but does not record the private key information. Each investor is responsible for their own blockchain wallet, including th e security and maintenance of the investor’s private key. Neither the Fund nor the Fund’s transfer agent is res ponsible for any investor’s blockchaing wallet or the maintenance, security, or safekeeping of any investor’s private key.
If a shareholder’s private key is lost or stolen, th e shareholder should promptly contact the Fund’s service center in Wilmington, Delaware (the “Liquidity Service Center”) by telephone (800-441-7450; in
I-4
NM1026U-6033230-23/137
Page 24
Delaware 302-797-2350), and the Liquidity Service Center w will discuss with the shareholder the next steps for resolution. BlackRock will liaise with the Fund’s transfer age nt in the event of a reported private key loss in order to instruct the Fund’s transfer agent to take a ppropriate action, which may include freezing the Tokens in the shareholder’s wallet, verifying the share holder’s ownership of the Tokens, and assessing the circumstances surrounding the reported loss.
The Fund’s transfer agent may, in consultation with BlackR ock and subject to verification of the shareholder’s ownership and the relevant facts and circumstances, take action with respect to the affected Tokens, including isolating or burning such Tokens, re-authenticating a new wallet in accordance with the Fund’s whitelisting procedures, and facilitating payment for burned toke ns by federal wire redemption proceeds to the redemption address of record on a best-efforts basis, where appropriate. Any newly whitelisted wallet may thereafter be used for future purchases and minting of f new Tokens. To the extent any Tokens are removed, such Tokens will be permanently removed from circulation through a token burn.
The Fund’s transfer agent utilizes a permissioned sy stem that operates in connection with a public, permissionless blockchain. The permissioned system is established through a combination of policies, procedures, and technological controls which collectivel y seek to ensure that the blockchain operates as an integrated recordkeeping mechanism under the oversight of the Fund’s transfer agent. To create and maintain this permissioned structure on the public blockchain, t the Fund’s transfer agent registers and associates each blockchain wallet with relevant personal identifying inform ation which is maintained in an off-chain registry (i.e., a separate database that is not available to the pub lic and is used, among other purposes, to satisfy anti money laundering regulations). Permission to hold OnCh ain Shares is granted only to registered wallets, sometimes referred to as “whitelisting”, thereby restricting the ability to transact in tokenized OnChain Shares to pre-approved potential shareholders.
Protocols referred to as “smart contracts” are used as part of the operational framework that the Fund’s transfer agent uses to enforce compliance with the Fund’ s policies and procedures, as applicable. Smart contracts are self-executing computer code that effe fectuate actions based upon predetermined conditions. Specifically, smart contracts have been developed to support functions such as “minting” (creating a new token balance) and “burning” (removing a token balance from circulation), as well as restrictions to prevent unauthorized interaction with the token balances (e.g., transfers of token balances to unapproved addresses) and the ability to claw back tokens under certain circumsta nces. In this manner, this permissioned system is intended to prevent transactions in token balances by or with unknown persons or unknown blockchain addresses, even if the underlying blockchain network is permissionless.
The Ethereum network’s transactions are verified on the Ethereum blockchain through a process called “proof-of-stake.” In proof-of-stake, users (referred to as “validators”) stake a minimum amount of capital in the form of the native digital asset (e.g., ether) into a smart contract, or computer program, stored on the network. Consensus algorithms, such as proof-of-stake and proof-of-work (used by other blockchain networks), are integral to ensuring that transac tions are verified and recorded securely without a central authority.
The maintenance of the records of OnChain Shares on the blockchain will not affect the Fund’s investments in securities; the Fund will continue to invest in acco rdance with the requirements in Rule 2a-7 under the 1940 Act and the terms of this SAI. The Fund will not invest in any digital assets, including any virtual currencies.
Information Available via the Blockchain
Information recorded on a public blockchain, such as Ethereum, will be available to the public and will store the complete transaction history of token balances beginning with their issuance on the blockchain. As a result, robust and transparent data, other than sharehol der identifying information, will be publicly available through one or more “blockchain explorer” tools capable of displaying activity on the applicable blockchain. Accordingly, OnChain Shares’ issuance, redemption a nd transfer data (but not a shareholder’s identifying information) will be exposed to the public. The identify ing information necessary to associate a given token
I-5
NM1026U-6033230-24/137
Page 25
balance with the record owner of an OnChain Share will be maintained in one or more off-chain databases that are not available to the public. However, if there are data security breaches resulting in theft of the information necessary to link identity with the token ba lances, the stolen information could be used to determine a shareholder’s identity and comple te investing history in OnChain Shares.
In the event of a conflict between the transaction hist ory on the blockchain and the records maintained by the Fund’s transfer agent with respect to OnChain Shares, t the Fund’s transfer agent shall update its records as necessary to align with the blockchain records, except w where the blockchain record is found to be erroneous, in which case the transfer agent will update the blockcha in to remediate errors to the extent practicable. Conflicts may arise due to, among other things, a ch ain outage (i.e., the blockchain becomes unavailable or unreliable), a bug resulting in erroneous minting or burning of Tokens, a reversal of a previously finalized transaction (which would represent a fundamental compro mise of the network’s security guarantees), or a blockchain fork resulting in two competing chains. T Typically, the Fund’s transfer agent will reconcile its records with blockchain transactions on at least a daily basis.
Blockchain Fees, Functionality, and Transaction Processing
Public blockchain networks require the payment of certai n transaction fees to execute a transaction on the applicable network. These fees are typically paid in the n native digital asset for the operation of the blockchain network (such as in the form of “ether,” the nativ e digital asset for the operation of Ethereum). These transaction fees (sometimes called “gas fees”) are paid to execute a transaction. Gas measures the amount of computational effort that it will take to execute a give n transaction. The amount of gas required to execute a transaction will vary from transaction to transaction de pending on, among other things, the complexity or size of a particular transaction and the congestion on t the relevant blockchain. Congestion on the blockchain may be due to increased transactions involving smart c ontracts that are unrelated to OnChain Shares, and the Fund cannot control such congestion.
Delays in transaction processing have occurred on the blockchain network. Such a delay may occur because of, among other things, the inability of nodes to reach consensus on transactions or upgrades or changes to the applicable blockchain protocol. During a network delay, recording transactions in OnChain Shares on the blockchain will not be possible and as such may cause discrepancies between the blockchain record and the backup off-chain record maintained by the Fund’s transfer agent. Should such a delay occur for an extended period of time, the Fund could choose to effect transactions with shareholders manually (i.e., in book-entry form) until such time as the network has resumed normal operation. In such circumstances, depending on the action taken by the Fund in response to these events, dividends declared during such period may not be reinvested in additional OnChain Shares and may instead be paid to affected shareholders in cash until shareholders are otherwise notified by the Fund or the Fund’s transfer agent that dividend reinvestment has resumed. Notwithstanding any pause, delay, or freeze affecting a blockchain network, the Fund’s transfer agent will continue to receive, validate, and process redemption requests off-chain in good order. Shareholders’ ability to redeem OnChain Shares is not conditioned upon the availability or operability of any blockchain network, and the Fund’s transfer agent will process all redemption requests that are received in good order regardless of the status of any supported blockchain.
The Fund or BlackRock may choose to re-evaluate the suitability of the blockchain network on which its OnChain Shares are deployed in the event of future or recurring delays, technical malfunctions, or for other reasons. In the event the Fund determines that the blockc hain network is no longer suitable for continued use, the Fund will suspend new OnChain Share subscriptions and may take such additional actions as it deems appropriate with respect to any outstanding OnChain Shares, including, without limitation and where applicable law and blockchain architecture permit, pr ocessing redemptions of such OnChain Shares manually or initiating the redemption of all OnChain Sh ares deployed on the affected blockchain.
I-6
NM1026U-6033230-25/137
Page 26
Peer-to-Peer Transfers
OnChain Shares may be transferred in peer-to-peer tran sactions from one shareholder wallet to another current shareholder wallet within the Ethereum blockc hain network. A record of completed peer-to-peer transactions is recorded by the Transfer Agent’s bloc kchain-integrated recordkeeping system due to it being viewable on the blockchain. Before transferring OnChai n Shares, you (as the transferor) and the potential transferee must each have an active, permissioned (i.e., “whitelisted”) wallet registered with the Fund’s transfer agent. Newly minted Tokens resulting from inv estor purchases will not be eligible for peer-to-peer transactions until the start of the next Business Day.
The Fund imposes no minimum number of OnChain Shares required to effect a transfer. There will, however, be a minimum fractional token size, which, in practice will place limits on the minimum number of OnChain Shares that can be transferred in a peer -to-peer transaction. OnChain Shares will be coded such that they can only be transferred to wallets that previ ously have been whitelisted by the Fund’s transfer agent. Peer-to-peer transfers of OnChain Shares can occur at an y time on any given day, including outside of the Fund’s normal business hours. Such transfers are deemed d complete upon confirmation of the transaction on the blockchain. A transferee will become a registered ow ner of OnChain Shares at the time such OnChain Shares are transferred to their wallet, which may occur intra-day or on days or at times when the Fund is closed for business. Dividend eligibility with respect to transferred OnChain Shares will be determined in accordance with the Fund’s prospectus. For more inform ation on dividend eligibility related to peer-to-peer transfers of OnChain Shares, shareholders should c onsult the “Peer-to-Peer Transfers of OnChain Shares” section of the Fund’s prospectus.
The Fund has no ability to control or monitor the pr ice at which peer-to-peer transfers of OnChain Shares occur, and such transfers may be executed at prices th at differ from the Fund’s then-current NAV. You should consult your own tax advisor regarding your particular circumstances, and about any federal, state, local and foreign tax consequences in connection with the transfe fer of OnChain Shares. The Fund’s transfer agent cannot ensure the reliability of peer-to -peer transfers of OnChain Shares. To the extent investors or potential investors engage in transfers between each other at a p price other than NAV, such transfers may, in certain circumstances, have legal implications for those persons under the federal securities laws or otherwise. Neither the Prospectus nor this SAI designates any person as authorized to consummate transactions in OnChain Shares. In addition, as of the date of this SAI, no p erson other than the Distributor is authorized by the Fund to act as a dealer in OnChain Shares and no person is permitted to so act without the express written authorization of the Fund.
Neither the Fund nor the transfer agent can ensure the relia bility of any transfer of other assets negotiated in connection with peer-to-peer transfers.
Digital Wallet Security
An investor in OnChain Shares or its third-party walle t custodian is responsible for securing the investor’s own private key against loss or theft. Although the Fund’ s transfer agent maintains controls to correct errors or unauthorized transactions when an investor loses its own private key (or it is stolen), such intervention may require information collection and operational tasks to accomplish and may render the investor’s token balances unavailable while these activities take place. The immediacy with which an investor notifies the Fund’s transfer agent of the loss or theft of a private key has a direct bearing on the time required by the Fund to perform corrections. The Fund, however, has sole discretion in determining if, and under what circumstances, it will perform any such corrections. The F und is not obligated to make any such corrections, and its decision in this regard, including any acti on or inaction taken by the Fund, is dispositive.
Investors in OnChain Shares can mitigate the risk asso ciated with a lost or stolen private key for their investor-managed wallet by:
• Using a “multi-sig configuration” where multiple private keys are required to sign an instruction from the wallet;
I-7
NM1026U-6033230-26/137
Page 27
• Using a backup recovery phrase, secured in a safe place, or other two-factor authentication method;
• Physically securing storage for investor-managed wallet devices that are implemented in hardware;
• Using PINs or other equivalent per-transaction authentication methods if supported by the investor-managed wallet solution; and/or
• Being aware of phishing and social manipulation techniques commonly used to extract sensitive information from you via written or verbal communication.
Blockchain Technology . The following risks apply solely to the Fund’s OnChain Shares. Blockchain technology is a relatively new and evolving technology w which operates as a distributed ledger. Blockchain systems could be vulnerable to fraud, particularly if a significant portion of network validators colluded to defraud the rest. Access to a given blockchain requires an n individualized private key, which, if compromised, could result in loss due to theft, destruction or inaccessib ility. Regulation of blockchain technology is evolving and may vary significantly across jurisdictions. Any futu re regulatory developments could affect the viability and expansion of the use of blockchain technology.
Because blockchain technology systems may operate across many national boundaries and regulatory jurisdictions, it is possible that blockchain technol ogy may be subject to widespread and inconsistent regulation. Blockchain technology is not a product or service that provides identifiable revenue for companies that implement, or otherwise use it. Currently, blockcha in technology is commonly used for the recording of transactions in digital currency, which may be extrem ely speculative and volatile. Problems in digital currency markets could have a wider effect on companies asso ciated with blockchain technology. Blockchain technology also may never be implemented to a sca le that provides identifiable economic benefit. There are currently a number of competing blockchain platform s with competing intellectual property claims. The uncertainty inherent in these competing technologies could cause companies to use alternatives to blockchain. Finally, because digital assets registered on a blockchain n do not have a standardized exchange, like a stock market, there is less liquidity for such assets a nd greater possibility of fraud or manipulation.
There are risks associated with the i ssuance, redemption, transfer, cust ody and record keeping of OnChain Shares maintained and recorded primarily on a blockc hain. For example, shares that are issued using blockchain technology would be subject to the following risks, among others:
1. Delays in processing of shareholder transactions on the blockchain, which may be due to network-wide outages;
2. A rapidly-evolving regulatory landscape in the United States and in other countries, which might result in security, privacy or other regulatory concerns that could require changes to the way transactions in the shares are recorded;
3. The possibility of undiscovered technical flaws in an underlying technology, including in the process by which transactions are recorded to a blockchain, or by which the validity of a copy of such blockchain can be proven;
4. The possibility that cryptographic or other security measures that authenticate prior transactions for a blockchain could be compromised, or “hacked,” which could allow an attacker to interfere with the integrity of the blockchain and thereby disrupt the ability to corroborate definitive transactions recorded on the blockchain;
5. The possibility that new technologies, software changes, or service disruptions that inhibit access to a blockchain;
6. The volatility of transaction fees, particularly during periods of network congestion, could make the cost of operating the Fund’s blockchain-integrated system less predictable; and
I-8
NM1026U-6033230-27/137
Page 28
7. The possibility that a breach to one blockchain could cause investors, and the public generally, to lose trust in blockchain technology and increase reluctance to issue and invest in assets recorded on blockchains.
In addition, blockchain technology risk can carry with h it additional sub-risks, including: Fork Risk and Network Attack Risk.
Fork Risk
Blockchain software is generally open-source. Any user can download the software, modify it and then propose that the network adopt the modification. In pr actice, modifications to blockchain networks such as Ethereum are typically introduced through a st ructured governance process, including formal improvement proposals (such as Ethereum Improvement Proposals, or “EIPs”), community review, developer consensus-building, and extensive testing on development and test networks before deployment on the main network.
When a modification is introduced and a substantia l majority of users and validators consent to the modification, the change is implemented and th e blockchain network remains uninterrupted. Most protocol upgrades on Ethereum are implemented as planned network-wide upgrades (commonly referred to as “hard forks”) in which the entire commun ity upgrades together and the prior version of the network is effectively abandoned.
However, if less than a substantial majority of u sers and validators consent to a proposed modification, and the modification is not compatible with the softwa re prior to its modification, the consequence could be what is known as a contentious “fork” (i.e., “split”) of the blockchain network (and the blockchain), with one version running the pre-modified software a nd the other running the modified software. The effect of such a fork would be the existence of two (or more) versions of the blockchain network running in parallel, but with each version’s native asset lack ing interchangeability. Such contentious forks have historically been rare on Ethereum, but a notable example occurred in 2016 when the Ethereum network split into Ethereum and Ethereum Classic. Additionally, a fork could be introduced by an unintentional, unanticipated software flaw in the multiple versions of otherwise compatible software users run.
Ethereum currently operates under a proof-of-stake consensus mechanism, which it adopted in September 2022 (an event known as “The Merge”). U nder proof-of-stake, validators are required to stake a minimum of 32 ETH as collateral to par ticipate in block proposal and attestation. The proof-of-stake mechanism includes a finality pro cess (known as “Casper FFG”) under which checkpoint blocks are considered final once they attract attesta tions representing at least two-thirds of total staked ETH. Once finalized, a block generally cannot be rev erted without validators violating the protocol’s consensus rules. Such violations are cryptographically y provable and subject the attacking validators to significant economic loss through a penalty mech anism known as “slashing”, which can remove a substantial portion of their staked ETH. Slashing al so penalizes validators who engage in other protocol violations, such as proposing conflicting blocks. These economic penalties serve as a significant deterrent against validators supporting a competing chain in a fork scenario.
Notwithstanding these deterrents, the proof-of-stake consensus mechanism introduces certain risks that are distinct from those present under Ethereum’s pr ior proof-of-work system. These include, but are not limited to, the theoretical “nothing at stake” problem (in which validators could attempt to validate on multiple competing chains simultaneously because proof-of-stake does not require the expenditure of computational resources), as well as certain attack v ectors specific to proof-of-stake, such as block withholding. Although Ethereum’s slashing mechanism is designed to mitigate these risks, no assurance can be given that such mitigation will be effective under all circumstances.
A protocol modification may also be implemented as a “soft fork,” which is a backward-compatible change that does not result in a split of the blockcha in network. Unlike a hard fork, a soft fork tightens or adds rules to the protocol such that non-upgraded nodes continue to recognize new blocks as valid. While soft forks generally do not carry the same ri sk of a chain split, they may still introduce changes that affect the functionality or features available on the network.
I-9
NM1026U-6033230-28/137
Page 29
If a contentious fork occurs, the original blockchain and the forked blockchain could potentially compete with each other for users, validators, and other participants, leading to a loss of these for the original blockchain. Such competition could reduce the security, functionality, and value of the network on which the Fund’s OnChain Shares are issued. In an instance where a fork occurs on the blockchain on which OnChain Shares are deployed, the Fund and the Fund’s transfer agent will determine OnChain Share ownership based on a snapshot of the shareholder records taken from the blockchain immediately prior to such fork and will announce on the Fund’s website which version of the blockchain on which OnChain Shares are deployed. During this time, the Fund may choose to freeze blockchain activity in OnChain Shares and effect transactions with shareholders manually (i.e., in book-entry form) until such time as the fork is resolved or the network otherwise has resumed normal operations. Dividends declared during such period will not be reinvested in additional OnChain Shares and will instead be paid to affected shareholders in cash until shareholders are otherwise notified by the Fund or the Fund’s transfer agent that dividend reinvestment has resumed. Tokens existing on any non-designated fork will not constitute valid OnChain Shares and will have no claim on the Fund’s assets.
Network Attack Risk
If a significant portion of staked ether on the Ethereum blockchain is controlled by a bad actor, whether singularly or as a group, the bad actor may be able to alter the blockchain on which the blockchain network and network transactions rely. The specific capabilities available to a bad actor depend on the proportion of total staked ether it controls, with escalating thresholds as described below.
Possession of 33% of the staked ether is the minimum re quired to disrupt or attack the network, such as by preventing block finalization. Ethereum’s con sensus mechanism requires attestations representing at least two-thirds of total staked ether to finalize ch eckpoint blocks. Accordingly, an attacker controlling one-third or more of staked ether can prevent the ch ain from finalizing by withholding or misaligning attestations. The Ethereum protocol includes an “ina ctivity leak” mechanism designed to mitigate this type of attack, which progressively reduces the stak ed ether of non-participating validators until the remaining active validators regain a two-thirds s upermajority, thereby restoring finality. However, no assurance can be given that this mechanism will be effective under all circumstances or that it will operate without significant disruption to the network.
Control of more than 50% of staked ether enables mo re extensive attacks. An attacker with a majority of staked ether could dominate the fork choice algor ithm used by the Ethereum network, enabling it to censor certain transactions, perform short-range reorganizations of the blockchain, and extract value by reordering transactions in its favor. The attacker could also “double-spend” its own ether (i.e., spend the same ether in more than one transaction) and prevent t the confirmation of other users’ transactions for so long as it maintained control. Notably, under Eth ereum’s current proof-of-stake consensus mechanism, an attacker at the 51% threshold could potentially sustain such an attack without triggering the protocol’s slashing penalties, as the fork choi ce algorithm may not distinguish between malicious attestations and legitimate disagreement among validat ors. This makes a 51% attack particularly difficult for the protocol to detect and counter through automated means.
If a malicious actor possesses 66% or more of the staked ether, it could effectively control the network, including the ability to finalize its preferred version of the blockchain without the cooperation of honest validators. At this threshold, the attacker could decide which transactions are processed, censor or reorder transactions, and rewrite the recent history of the blockchain. While the attacker could not forge transactions or generate new ether, it could exerci se near-total control over the contents of finalized blocks.
Ethereum’s proof-of-stake consensus mechanism in cludes several built-in defenses against these attacks. Validators who engage in provably malicious behavior, such as proposing conflicting blocks or submitting contradictory attestations, are subject to “slashing”—the partial or total confiscation and
I-10
NM1026U-6033230-29/137
Page 30
destruction of their staked ether, followed by remo val from the validator set. These penalties are designed to make attacks economically irrational, as the attacker’s staked capital is directly at risk of destruction. The cost of mounting a 51% attack on the Ethereum ne twork is substantial, currently estimated at tens of billions of dollars in staked ether, all of which w ould be at risk in the event of a detected attack. Additionally, in the event of a successful attack at any threshold, the Ethereum community may coordinate an out-of-band social consensus response, including adopting an honest minority fork of the blockchain and thereby rendering the attacker’s stak ed ether worthless on the community-adopted chain.
Notwithstanding these defenses, the risk of a staking-ba sed attack may be heightened by concentration in the ownership and staking of ether. A significant p portion of staked ether is currently pooled through liquid staking protocols and centralized staking servi ces. For example, a single liquid staking protocol, Lido, accounts for approximately 24% of all staked et her as of the date of this SAI, approaching the critical 33% threshold. The top three staking entities co llectively control a majority of validating nodes. While these entities are not single actors and thei r operations are distributed across multiple node operators, the concentration of staking power in a small number of entities could increase the feasibility of a coordinated attack or create correlated failu re risks. Additionally, a bug or vulnerability in a dominant consensus client (i.e., the so ftware that validators use to partic ipate in the network) could cause correlated failures among a large proportion of validato rs, potentially mimicking the effects of a 33% or greater attack even absent malicious intent.
In addition, a malicious actor may also obtain cont rol over the blockchain network through its influence over core developers by gaining direct control over a core developer or an otherwise influential programmer. To the extent that the Ethereum netwo rk’s ecosystem does not grow or diversify, the possibility that a malicious actor may be able to obt ain control of the staking power, client software, or development direction of the blockchain network will rem ain heightened. If the feasibility of a bad actor gaining control of the blockchain network increases, it may negatively affect the ability of the Fund’s OnChain Shares to be held on the blockchain undergoi ng such an attack, and could reduce the security, functionality, and value of the network on which the OnChain Shares are issued.
Before investing in OnChain Shares on a particular bl ockchain, an investor should carefully consider the risks of using such blockchain network and shoul d conduct their own assessment of the suitability of such network for making their investment in the Fund.
Blockchain Networks . The suitability of the blockchain networks (and underlying blockchain ledger) approved for use by the Fund could decline due to a var iety of causes, adversely affecting the functionality of the OnChain Shares and an investment in the Fund. Blockchain networks are based on software protocols that govern the peer-to-peer interactions between com puters connected to these networks. The suitability of a network for the blockchain-based functionality prov ided in connection with OnChain Shares depends upon a variety of factors, including, but not limited to:
1. The effectiveness of the informal groups of (often uncompensated) developers contributing to the protocols that underlie the network;
2. Effectiveness of validators and the proof-of-stake consensus mechanism to secure the network against confirmation of invalid transactions;
3. The continued participation of a sufficient number of independent, honest validators;
4. The lack of collusion between validators or staking providers;
5. Disputes among the developers or validators of the network;
6. Changes in the consensus or validation scheme that underlies the network (including protocol upgrades);
I-11
NM1026U-6033230-30/137
Page 31
7. The failure of cybersecurity controls or security breaches of the network or its supporting infrastructure (including validator nodes and client software);
8. The inability of validators to reach consensus and the consequential halting or degradation of transaction verification on the network;
9. The existence of undiscovered technical flaws in the network;
10. The development of new or existing hardware or software tools or mechanisms that could negatively impact the functionality of the systems (including advances in computing or cryptography);
11. The price of ether;
12. The cost of “gas” fees required to execute transactions or smart contracts on the network;
13. Intellectual property rights-based or other claims against the network’s participants;
14. The continued adoption and use of the network; and
15. The maturity of the software development kit used in connection with the network.
Unfavorable developments or characteristics of any of f the above or other circumstances could adversely affect the Fund’s operations or the functionality of OnChain Shares. Furthermore, a blockchain record stores the complete transaction history from issuance of OnChai n Shares. As a result, robust and transparent data, other than shareholder personal identifying information, will be publicly available via the published blockchain and tools such as block explorers. Such transaction data is secured by cryptography and only a public-key-derived wallet address (and not a shareholder’s personal identifyin g information) will be exposed to the public on the blockchain. The personal identifying information n ecessary to associate a public key representing a given block of OnChain Shares with the record owner of t hose OnChain Shares will be maintained by the Fund’s transfer agent and will not be available to the public. Ho wever, if there are data security breaches with respect to such database(s) resulting in the ft of the information necessary to li nk personal identity with the public key and related OnChain Share transactions, the stolen info rmation could be used to determine a shareholder’s identity and complete transaction history in OnChain Shares.
Concerns over these privacy issues may limit adoption of f public-ledger blockchain technology, reducing the potential market acceptance for OnChain Shares.
Blockchain Network Suitability . The Board has delegated to BlackRock the authority to evaluate and select the blockchain networks on which the Fund’s OnChain Shares will be offered and sold. The Board does not review or approve individual blockchain networks. In exercising this delegated authority, BlackRock conducts multi-layered technical and operational due diligence pr ior to supporting the Fund’s OnChain Shares on any blockchain network. BlackRock’s review process is suppor ted by the Fund’s transfer agent, which assists in blockchain diligence as detailed below.
Although neither the Fund, BlackRock, nor the Fund’s transfer agent endorses or recommends any particular blockchain, and an investor should independently a ssess any blockchain for their own purposes and use cases, the Fund’s transfer agent will nonetheless review information related to a blockchain in relation to allowing a blockchain to be used to support On Chain Shares, including the following:
• Operational Integrity and Scalability: Each supported blockchain should generally demonstrate consistent performance and adequate scalability.
• Transaction Costs: Each supported blockchain should have reasonably understandable transaction fees.
• Permissioning Compatibility: Each supported blockchain should be able to support the Fund’s transfer agent’s permissioned framework on public, permissionless blockchains in seeking to ensure that only pre-approved wallets can participate in transactions involving OnChain Shares.
I-12
NM1026U-6033230-31/137
Page 32
• Burning and Minting Process: For investors seeking to move OnChain Shares between two different blockchains, each supported blockchain should be able to support the Fund’s transfer agent’s management of a burning and minting process. This process involves reducing the balance of OnChain Shares on the originating blockchain to zero by recording a “burning” transaction and then minting an equivalent number of OnChain Shares on the destination blockchain. This controlled burning and minting process seeks to ensure that the movement of OnChain Shares between blockchains does not result in any dilution or duplication of OnChain Shares. As of the date of this SAI, only one blockchain supports OnChain Shares (i.e., Ethereum), but the Fund may, in the future, utilize multiple blockchains.
Investors should note that they may experience materia lly different service levels on different blockchains. As of the date of this SAI, OnChain Shares of the Fund are only offered on Ethereum.
Blockchain Regulation . Regulation of digital assets (such as OnChain Shares), blockchain technologies and digital asset platforms is currently developing and likely to rapidly evolve, varies significantly among international, federal, state and local jurisdictions and is subject to significant uncertainty. Various legislative and executive bodies in the United States and in other c ountries are currently considering, or may in the future consider, laws, regulations, guidance, or other acti ons, which may severely impact the Fund, and thus the Fund’s shareholders. Failure by the Fund or any Fund service provider to comply with any laws, rules or regulations, some of which may not exist yet or are s ubject to interpretation and may be subject to change, could result in a variety of adverse consequences to the Fund (and thus to the Fund’s shareholders), including civil penalties and fines. New or changing laws and regulations or interpretations of existing laws and regulations may adversely impact the Fund’s ability to issue and redeem OnChain Shares or otherwise make distributions on OnChain Shares, the secondary market t liquidity and market price of OnChain Shares, shareholders’ ability to access or otherwise utilize an ex change or platform for trading of OnChain Shares (should such a platform or exchange exist in the futu re and such activity be permitted by the Fund) and the structure, rights and transferability of OnChain Sh ares (should shareholders be permitted to transfer or exchange OnChain Shares in the future). Therefore, th ere can be no assurance that any new or continuing regulatory scrutiny or initiatives will not have an adv erse impact on OnChain Shares or impede the Fund’s current or future activities. In addition, because of th e differences between the way OnChain Shares are issued and recorded as compared to shares in a traditional mutual fund, there is a risk that issues that might easily be resolved by existing law if traditional methods were involv ed may not be easily resolved for OnChain Shares. The treatment of OnChain Shares (and certain other form s of tokenized shares) under applicable state law, including the Uniform Commercial Code (“UCC”) is uncert ain. The occurrence of any related issue or dispute could have a material adverse effect on the Fund’s cu rrent or future business or OnChain Shares. Blockchain networks currently face an uncertain regulatory landscape in not only the United States but also in many foreign jurisdictions such as the European Union and Ch ina. Various foreign jurisdictions may, in the near future, adopt laws, regulations or directives that affect a blockchain network and its users, developers and service providers that fall within such jurisdictions’ regul atory scope. Such laws, regulations or directives may conflict with those of the United States or may direc tly and negatively impact the Fund and its service providers. The effect of any future regulatory change is impossible to predict, but such change could be substantial and adverse to the shareholders, the Fund and the Fund’s service providers.
Stablecoin Regulatory Risk . The Fund intends to operate such that its OnChain Shares will be “eligible reserve assets” for payment stablecoin issuers under the GENIUS Act. The Fund’s status as an eligible reserve asset under the GENIUS Act is a product of its struct ure as a government money market fund operating in accordance with Rule 2a-7 under the 1940 Act and inves ting exclusively in Treasury Instruments with a maturity of 93 days or less and overnight repurchase ag reements secured by such instruments. If the GENIUS Act or regulations adopted thereunder were to impose requirements with which the Fund cannot comply — for example, by limiting the types of perm itted reserve assets in a manner that excludes shares of money market funds or by imposing operational or struct ural conditions that the Fund is unable to satisfy — payment stablecoin issuers that hold OnChain Shares as reserve assets could be required to redeem their holdings in the Fund in order to maintain compliance with h applicable law. Such large-scale redemptions could
I-13
NM1026U-6033230-32/137
Page 33
adversely affect the Fund’s liquidity and net assets. In addition, under rules adopted or proposed by the Office of the Comptroller of the Currency (OCC), there may be limits on the percentage of a stablecoin issuer’s total reserve assets that may be held in any single investme nt product, which could limit the growth of the Fund. Additionally, various other aspects of the GENIUS Act r remain unclear and subject to interpretation, and federal regulators, including the OCC and the U.S. Depa rtment of the Treasury, are developing implementing standards that have not been finalized as of the date of f this Prospectus. Changes in, or new interpretations of, the GENIUS Act or related rules could affect the typ es of instruments the Fund is permitted to hold under that framework or the methods by which the Fund implemen ts its investment strategy, including operational processes tied to its permissioned use of public blockc hains for OnChain Shares. These developments could require the Fund to adjust portfolio holdings or modify y operational practices and could adversely affect the Fund or its shareholders.
Commercial Paper. TempCash may purchase commercial paper that t is rated at the time of purchase in the highest rating category by at least two unaffiliated na tionally recognized statistical rating organizations (“NRSROs”) that rate such secur ity (or its issuer), such as S&P Global Ratings (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”). Commercial pap er purchasable by TempCash includes “Section 4(a)(2) paper,” a term that includes debt obligations issued in reliance on the “private placement” exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”). Section 4(a)(2) paper is restricted as to disposition und er the Federal securities laws, and is frequently sold (and resold) to institutional investors such as TempCash h through or with the assistance of dealers who make a market in Section 4(a)(2) paper, thereby providing liquid ity. Certain transactions in Section 4(a)(2) paper may qualify for the registration exemption provided in Rule 144A under the 1933 Act (see “Restricted Securities” below).
Domestic Issuers. The Trust considers any issuer organized under the laws of a United States jurisdiction to be a United States issuer, and for purposes of TempCash’s investments, the Trust considers an issuer to be a United States domestic issuer even if it is organized out side of a United States jurisdiction if the underlying credit support for the issuer’s security is provided by an entity organized under the laws of a United States jurisdiction.
Environmental, Social and Governance (“ESG”) Integration. Although TempCash does not seek to implement a specific sustainability objective, strategy or process unless disclosed in the Funds’ prospectuses, BlackRock will consider ESG factors as part of the credit research and investment process for TempCash. BlackRock views ESG integration as the practice of incorporating financially material ESG data or information into investment processes with the objective of enhancing r risk-adjusted returns. All securities purchases by TempCash are selected from approved lists maintained d by BlackRock. All instruments on an approved list used by TempCash have met the minimal credit risk k requirement of Rule 2a-7, if required. In reviewing instruments, BlackRock will consider the capacity of t the issuer or guarantor to meet its obligations. BlackRock considers ESG data within the total data ava ilable during its review. This may include third party research as well as considerations of proprietary BlackRock research across the ESG risks and opportunities regarding an issuer.
The ESG characteristics utilized in TempCash’s invest ment processes are anticipated to evolve over time and one or more characteristics may not be relevant with resp ect to all issuers that are eligible for investment. Certain of these considerations may affect the Fund’s exposure to certain companies or industries. While BlackRock views ESG considerations as having the potential to contribute to TempCash’s long-term performance, there is no guarantee that such results will be achieved.
Forward Commitments. The Funds may purchase or sell money market securities on a forward commitment basis at fixed purchase terms. The purchase or sale will be recorded on the date a Fund enters into the commitment, and the value of the security will thereafter be reflected in the calculation of the Fund’s NAV. The value of the security on the delivery date may be m more or less than its purchase price. Although a Fund generally will enter into forward co mmitments with the intention of ac quiring securities for its portfolio, a Fund may dispose of a commitment prior to settleme nt if the Manager deems it appropriate to do so.
I-14
NM1026U-6033230-33/137
Page 34
There can be no assurance that a security purchased or sold through a forward commitment will be delivered. The value of securities in these transactions on the deliv ery date may be more or less than a Fund’s purchase price. The Fund may bear the risk of a decline in the v value of the security in these transactions and may not benefit from appreciation in the value of t the security during the commitment period.
Funding Agreements. TempCash may invest in guaranteed investment contracts and similar funding agreements. In connection with these investments, a Fund makes cash contributions to a deposit fund of the insurance company’s general account. The insurance company then credits to the Fund on a periodic basis guaranteed interest, which is based on an index. The fu funding agreements provide that this guaranteed interest will not be less than a certain minimum rate. The purcha se price paid for a funding agreement becomes part of the general assets of the insurance company, and th e contract is paid from the general assets of the insurance company. Each Fund will only purchase funding agreements from highly rated insurance companies which, at the time of purchase, have assets of $1 billion or more and meet quality and credit standards established by the Manager under guidelines approved by y the Board. Generally, funding agreements are not assignable or transferable without the permission of th e issuing insurance companies, and an active secondary market in some funding agreements does not currently exist.
Illiquid Investments. No Fund will acquire any illiquid security (i.e., securities that cannot be sold or disposed of in the ordinary course of business within seven days at approximately the value ascribed to them by the Fund) if, immediately following such purchase, more than 5% of the Fund’s total assets are invested in illiquid securities. The Manager will monitor the liquidity of illi quid investments under the supervision of the Board. A Fund’s illiquid investments may reduce the returns of t the Fund because it may be difficult to sell the illiquid investments at an advantageous time or price.
Inflation Risk. Like all mutual funds, the Funds are subject to inflation risk. Inflation risk is the risk that the present value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the present value of a F und’s assets can decline as can the value of a Fund’s distributions.
Interest Rate Risk. The value of fixed income securities in the Funds can be expected to vary inversely with changes in prevailing interest rates. Fixed income securities with longer maturities, which tend to produce higher yields, are subject to potentially greater cap ital appreciation and depreciation than securities with shorter maturities.
Investment in Other Investment Companies. The Funds, except for Treasury Trust Fund and BlackRock Select Treasury Based Liquidity Fund, may invest in securiti es issued by other open-end or closed-end investment companies as permitted by the 1940 Act and their invest ment strategies. Investments in other investment companies may cause a Fund (and, indirectly, the Fund’ s shareholders) to bear proportionately the costs incurred in connection with the other investment comp anies’ operations. These investments may include, as consistent with a Fund’s investment objective and polic ies, certain variable rate demand securities issued by closed-end funds, which invest primarily in portfolios of taxable or tax-exempt securities. With respect to MuniCash, it is anticipated that the payments made on variable rate demand securities issued by closed-end municipal bond funds will be exempt from federal income tax and, with respect to any such securities issued by single state municipal bond funds, exempt from the applicable state’s income tax. Except as otherwise permitted under the 1940 Act, each Fund currently intends to limit its investments in other investment companies so that, as determined immediately after a security purchase is made: (a) not more than 5% of the value of the Fund’s total assets will be invested in the securities of any one investment company; (b) not more than 10% of the Fund’s total assets will be invested in the aggregate in securities of investment companies as a group; and (c) not more than 3% of the outstanding voting securities of any one investment company will be owned by the Fund. A Fund, as discussed below in “Invest ment Limitations,” also may invest all of its assets in an open-end investment company or series thereof with substantially the same investment objectives, restrictions and policies as the Fund. Each Fund, pu rsuant to the 1940 Act and subject to certain conditions, may invest without limitation in affiliated registered and affiliated unregistered money market funds. (Alternatively, each Fund may rely on an exemptive or der received from the SEC permitting it to invest in
I-15
NM1026U-6033230-34/137
Page 35
affiliated registered money market funds and in an affilia ted private investment company, provided however, that in all cases the Fund’s aggregate investment of cash h in shares of such investment companies shall not exceed 25% of the Fund’s total assets at any time.) As with h other investments, investments in other investment companies are subject to market and selection risk. In addition, if a Fund acquires shares in investment companies, shareholders would bear both their propor tionate share of expenses in the Fund (including management and advisory fees) and, indirectly, the expenses of such investment companies (including management and advisory fees). Investments by a F und in wholly owned investment entities created under the laws of certain countries will not be deemed an investment in other investment companies.
Loan Participations. TempCash may purchase loan participations . Loan participations are interests in loans which are administered by the lending bank or agent for a syndicate of lending banks, and sold by the lending bank or syndicate member. TempCash may purchase interest s in loan participations for which the underlying loan is issued by borrowers in whose obligations the F unds are permitted to invest. Such loan participations may have a demand provision that permits the F und to require repayment within seven days. However, participations may not have such a demand provision and may not be otherwise marketable. Because the intermediary bank does not guarantee a loan participation in any way, a loan participation is subject to the credit risk generally associated with the underlying cor porate borrower. In the event of the bankruptcy or insolvency of the borrower, a loan participation may be subject to certain defenses that can be asserted by such borrower as a result of improper conduct by the in termediary bank. In addition, in the event the underlying corporate borrower defaults, a Fund may be s ubject to delays, expenses and risks that are greater than those that would have been involved if the F und had purchased a direct obligation (such as commercial paper) of the borrower. Under the terms of a loan pa rticipation, the purchasing Fund may be regarded as a creditor of the intermediary bank so that the Fund may al so be subject to the risk that the issuing bank may become insolvent.
Mortgage-Related and Other Asset-Backed Securities. TempCash and FedFund may purchase mortgage related and other asset-backed securities. Mortgage-rel ated securities include fixed and adjustable rate Mortgage Pass-Through Certificates, which provide the holder with a share of the interest and principal payments on a pool of mortgages, ordinarily backed by residential properties. There are a number of important differences among the agencies and instrumenta lities of the U.S. Government that issue mortgage related securities and among the securities that they issue. Pass-Through Certificates guaranteed by the Government National Mortgage Association (“Ginnie Mae”) (such certificates are also known as “Ginnie Maes”) are guaranteed as to the timely payment of pr incipal and interest by Ginnie Mae, whose guarantee is backed by the full faith and credit of the United Stat es. Ginnie Mae is a wholly-owned U.S. Government corporation within the Department of Housing and Urban Development. Ginnie Mae certificates also are supported by the authority of Ginnie Mae to borrow funds from the U.S. Treasury Department to make payments under its guarantee. Mortgage-related secu rities issued by the Federal National Mortgage Association (“Fannie Mae”) include Fannie Mae guar anteed Mortgage Pass-Through Certificates (also known as “Fannie Maes”), which are guaranteed as to timely p payment of principal and interest by Fannie Mae. They are not backed by or entitled to the full faith and credit of the United States, but are supported by the right of Fannie Mae to borrow from the U.S. Treasury Departme nt. Fannie Mae was established as a federal agency in 1938 and in 1968 was chartered by Congress as a privat e shareholder-owned company. Mortgage-related securities issued by the Federal Home Loan Mortgage Corporation (“Freddie Mac”) include Freddie Mac Mortgage Participation Certificates (also known as “Freddie Macs” or “PCs”). Freddie Mac is a stockholder owned corporation chartered by Congress in 1970. Freddie Macs are not guaranteed by the United States or by any Federal Home Loan Banks and do not constitute a debt or obligation of the United States or of any Federal Home Loan Bank. Freddie Macs entitle the holder to timely payment of interest, which is guaranteed by Freddie Mac. Freddie Mac guarantees either ultimat e collection or timely payment of all principal payments on the underlying mortgage loans. While Fre ddie Mac generally does not guarantee timely payment of principal, Freddie Mac may remit the amount due on account of its guarantee of ultimate payment of principal at any time after default on an underlying mo rtgage, but in no event later than one year after it becomes payable. On September 6, 2008, Director Jam es Lockhart of the Federal Housing Finance Agency (“FHFA”) appointed FHFA as conservator of both Fannie Mae and Freddie Mac. In addition the U.S.
I-16
NM1026U-6033230-35/137
Page 36
Treasury Department agreed to provide Fannie Mae and Freddie Mac up to $100 billion of capital each on an as needed basis to insure that they continue to p provide liquidity to the housing and mortgage markets.
TempCash only may invest in classes of collateralized d mortgage obligations (“CMOs”) deemed to have a remaining maturity of 397 days or less in accordan ce with the requirements of Rule 2a-7 under the 1940 Act. Each class of a CMO, which frequently elects to be taxed as a real estate mortgage investment conduit (“REMIC”), represents a direct ownership interest in, and t the right to receive a specified portion of, the cash flow consisting of interest and principal on a pool of residential mortgage loans or mortgage pass-through securities (“Mortgage Assets”). CMOs are issued in multip le classes, each with a specified fixed or floating interest rate and a final distribution date. The relativ e payment rights of the various CMO classes may be structured in many ways. In most cases, however, paymen ts of principal are applied to the CMO classes in the order of their respective stated maturities, so that no principal payments will be made on a CMO class until all other classes having an earlier stated maturity da te are paid in full. These multiple class securities may be issued or guaranteed by U.S. Government agencies or instrumentalities, including Ginnie Mae, Fannie Mae and Freddie Mac, or issued by trusts formed by privat e originators of, or investors in, mortgage loans. Classes in CMOs which TempCash may hold are known as “reg ular” interests. TempCash may also hold “residual” interests, which in general are junior to and significan tly more volatile than “regular interests.” The residual in a CMO structure generally represents the interest in any excess cash flow or tax liability remaining after making required payments of principal of and interest t on the CMOs, as well as the related administrative expenses of the issuer. The market for CMOs may be m more illiquid than that of other securities. TempCash currently intends to hold CMOs only as collateral for repurchase agreements.
Classes of CMOs include interest only (“IOs”), pr incipal only (“POs”), planned amortization classes (“PACs”) and targeted amortization classes (“TACs”). IOs and POs are stripped mortgage-backed securities representing interests in a pool of mortgages the cash flow from which has been separated into interest and principal components. IOs (interest only securities) recei ve the interest portion of the cash flow while POs (principal only securities) receive the principal portion. IOs and POs can be extremely volatile in response to changes in interest rates. As interest rates rise and fall, th e value of IOs tends to move in the same direction as interest rates. POs perform best when prepayments on the underlying mortgages rise since this increases the rate at which the investment is returned and the yi eld to maturity on the PO. When payments on mortgages underlying a PO are slow, the life of the PO is length ened and the yield to maturity is reduced. PACs are parallel pay REMIC pass-through or participation certificates (“REMIC Certificates”), which generally require that specified amounts of principal be applied on each payment date to one or more classes of REMIC Certificates (the “PAC Certificates”), even though all ot her principal payments and prepayments of the mortgage assets are then required to be applied to one or more other classes of the Certificates. The scheduled principal payments for the PAC Certificates generally h ave the highest priority on each payment date after interest due has been paid to all classes entitled to receive interest currently. Shortfalls, if any, are added to the amount payable on the next payment date. The PAC Cer tificate payment schedule is taken into account in calculating the final distribution date of each class of PAC. In order to create PAC tranches, one or more tranches generally must be created that absorb most of the volatility in the underlying mortgage assets. These tranches (often called “supports” or “companion” tranches) tend to have market prices and yields that are more volatile than the PAC classes.
TACs are similar to PACs in that they require that sp ecified amounts of principal be applied on each payment date to one or more classes of REMIC Certificates. A PAC ’s payment schedule, however, remains in effect as long as prepayment rates on the underlying mortgag es do not exceed certain ranges. In contrast, a TAC provides investors with protection, to a certain level, against either faster than expected or slower than expected prepayment rates, but not both. TACs thus provide more cash flow stability than a regular sequential paying class, but less than a PAC. TACs also tend to have market prices and yields that are more volatile than PACs.
TempCash may also invest in non-mortgage asset-backed securities ( e.g. , backed by installment sales contracts, credit card receivables or other assets). Asset-b acked securities are generally issued as pass-through certificates, which represent undivided fractional ownership interests in an underlying pool of assets, or as
I-17
NM1026U-6033230-36/137
Page 37
debt instruments, which are also known as collateralized obligations, and are generally issued as the debt of a special purpose entity organized solely for the purpo se of owning such assets and issuing such debt.
The yield characteristics of certain mortgage-related and asset-backed securities may differ from traditional debt securities. One such major difference is that all or a principal part of the obligations may be prepaid at any time because the underlying assets ( i.e. , loans) may be prepaid at any time. As a result, a decrease in interest rates in the market may resu lt in increases in the level of prepaym ents as borrowers, particularly mortgagors, refinance and repay their loans. An increased p prepayment rate with respect to a mortgage-related or asset-backed security subject to such a prepayment feat ure will have the effect of shortening the maturity of the security. If a Fund has purchased such a mortgage-rel ated or asset-backed security at a premium, a faster than anticipated prepayment rate c ould result in a loss of principal to t the extent of the premium paid. Conversely, an increase in interest rates may result in leng thening the anticipated maturity of such a security because expected prepayments are reduced. A prepaymen t rate that is faster than expected will reduce the yield to maturity of such a security, while a prepaymen t rate that is slower than expected may have the opposite effect of increasing yield to maturity.
In general, the assets supporting non-mortgage asset-backed securities are of shorter maturity than the assets supporting mortgage-related securities. Like other fixed-inco me securities, when interest rates rise the value of an asset-backed security generally will decline; however, w when interest rates decline, the value of an asset backed security with prepayment featu res may not increase as much as that t of other fixed-income securities, and, as noted above, changes in market rates of int erest may accelerate or retard prepayments and thus affect maturities. These characteristics may result in a higher level of price volatility for asset-backed securities with prepayment features under certain market conditions. In addition, while the trading market for short-term mortgages and asset-backed securities is ordinarily quite liquid, in times of financial stress the trading market for these securities sometimes becomes restricted.
Municipal Obligations. T TempCash and MuniCash may purchase municipal obligations. Municipal obligations include debt obligations issued by go vernmental entities to obtain funds for various public purposes, including the construction of a wide range of public facilities, the refunding of outstanding obligations, the payment of general operating expenses a nd the extension of loans to public institutions and facilities (“Municipal Obligations”). Private activity bonds that are issued by or on behalf of public authorities to finance various privately-operated facilities are incl uded within the term Municipal Obligations if, in the opinion of counsel to the issuer, the interest paid th ereon is exempt from regular federal income tax.
From time to time, proposals have been introduced d before Congress for the purpose of restricting or eliminating the federal income tax exemption for in terest on Municipal Obligations. For example, the Tax Reform Act of 1986 required that interest on certain pr ivate activity bonds be included in an investor’s alternative minimum taxable income, and that corporat e investors include all tax-exempt interest in the calculation of adjusted current earnings for purposes of f determining the corporation’s alternative minimum tax liability. Future legislative proposals, if enacted into law, regulations, rulings or court decisions may cause interest on Municipal Obligations to be subject, directly or indirectly, to federal income taxation or may cause interest on Municipal Obligations that are presently exem pt from state and local taxation to be subject to state or local income taxation, or the value of such Municipal Obligations to be subject to state or local intangible personal property tax, or may otherwise prevent a Fund from realizing the full current benefit of the tax-exempt status of such securities. Any such change could also affect the market price of such securities, and thus the value of an investment in a Fund. The Trus t cannot predict what legislation or regulations, if any, may be proposed in Congress or promulgated by the U.S. Treasury Department or by various states as regards the federal, state or local income tax exemption of interest on such obligations or the impact of such legislative and regulatory activity on such exemption.
The two principal classifications of Municipal Obliga tions which may be held by the Funds are “general obligation” securities and “revenue” securities. General ob ligation securities are secured by the issuer’s pledge of its full faith, credit, and taxing power for the paym ent of principal and interest. Revenue securities are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from
I-18
NM1026U-6033230-37/137
Page 38
the proceeds of a special excise tax or other specific revenue source such as the user of the facility being financed. Revenue securities include private activity bonds which are not payable from the unrestricted revenues of the municipal issuer. Consequently, the cred it quality of private activity bonds is usually directly related to the credit standing of the co rporate user of the facility involved.
The Funds’ portfolios may also include “moral obli gation” bonds, which are normally issued by special purpose public authorities. If the issuer of moral obligati on bonds is unable to meet its debt service obligations from current revenues, it may draw on a reserve fund the r restoration of which is a moral commitment but not a legal obligation of the state or municipality which created the issuer.
There are, of course, variations in the quality of Munici pal Obligations, both within a particular classification and between classifications, and the yields on Municipa l Obligations are dependent on a variety of factors, including general money market conditions, the financial condition of the issuer, the size of a particular offering, the maturity of the obligation and the rating of the issue. The ratings of Moody’s and S&P represent their opinions as to the quality of Municipal Obligati ons. It should be emphasized, however, that ratings are general and are not absolute standards of quality, and Municipal Obligations with the same maturity, interest rate and ratings may have different yields while Municipa l Obligations of the same maturity and interest rate with different ratings may have the same yield. Subsequent t to its purchase by the Funds, an issue of Municipal Obligations may cease to be rated or its rating m ay be reduced below the minimum rating required for purchase by the Funds. The Manager will consider such an n event in determining whether the Funds should continue to hold the obligation.
An issuer’s obligations under its Municipal Obligations are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of creditors generally, such as the federal Bankruptcy Code, and laws, if any, which may be enacted by federal or r state legislatures extending the time for payment of principal or interest, or both, or imposing other cons traints upon enforcement of such obligations or upon the ability of municipalities to levy taxes. The power or ability of an issuer to meet its obligations for the payment of interest on and principal of its Municipal Obligations may be materially adversely affected by litigation or other conditions.
Among other types of Municipal Obligations that th e Funds may purchase are short-term General Obligation Notes, Tax Anticipation Notes, Bond Anticipation Notes, Revenue Anticipation Notes, Tax-Exempt Commercial Paper, Construction Loan Notes and other forms of short-term loans. Such instruments are issued with a short-term maturity in anticipation of the receipt of tax funds, the proceeds of bond placements or other revenues. In addition, the Funds may invest in n other types of instruments including general obligation and private activity bonds, provided they have remaini ng maturities of 397 days or less at the time of purchase. For MuniCash, the interest on these other types of instruments, in the opinion of counsel to the issuer, is exempt from federal income tax.
MuniCash may hold derivatives that, in the opinion of coun sel to the issuer of the derivative, are tax-exempt, and TempCash may hold derivatives, which may be in the form of tender option bonds, participations, beneficial interests in a trust, partnership interests or ot her forms. A number of different structures have been used. For example, interests in long-term fixed-rate M unicipal Obligations, held by a bank as trustee or custodian, are coupled with tender option, demand a nd other features when the derivatives are created. Together, these features entitle the holder of the in terest to tender (or put) the underlying Municipal Obligation to a third party at periodic intervals and to receive the principal amount thereof. In some cases, Municipal Obligations are represented by custodial receipts evidencing rights to receive specific future interest payments, principal payments, or both, on the underlyi ng municipal securities held by the custodian. Under such arrangements, the holder of the custodial receipt has the option to tender the underlying municipal security at its face value to the sponsor (usually a ba nk or broker dealer or other financial institution), which is paid periodic fees equal to the difference between the bond’s fixed coupon rate and the rate that would cause the bond, coupled with the tender option, to trade at par on the date of a rate adjustment. The Funds may hold derivatives, such as participation interests a nd custodial receipts, for Municipal Obligations which give the holder the right to receive payment of prin cipal subject to the conditions described above. The
I-19
NM1026U-6033230-38/137
Page 39
Internal Revenue Service has not ruled on whether the interest received on derivatives in the form of custodial receipts is tax-exempt, and accordingly, purchases by M MuniCash of any such receipts are based on the opinion of counsel to the sponsors of such derivative secur ities. Neither the Funds nor the Manager will independently review the underlying proceedings related to the creation of any tax-exempt derivatives or the bases for such opinion. Before purchasing a derivative for such Funds, the Manag er is required by the Funds’ procedures to conclude that the tax-exempt security and the supporting shor t-term obligation involve minimal credit risks and are Eligible Securities under the Funds’ Rule 2a-7 proce dures. In evaluating the creditworthiness of the entity obligated to purchase the tax-exempt security, th e Manager will review periodically the entity’s relevant financial information.
Negative Interest Rate Scenarios . Should a negative interest rate scenario ever occur that causes a Government Fund to have a negative gross yield, the Fund may a ccount for the negative gross yield by either using a floating NAV or a reverse distribution mechanism that seeks t to maintain a stable net asset value of the Fund by cancelling shareholders’ shares in the amount of the n negative gross yield. If a Fund converts to a floating NAV, any losses the Fund experiences due to negative int erest rates will be reflected in a declining NAV per share. Under a reverse distribution mechanism, sharehol ders in a Fund would observe a stable share price but a declining number of shares for their investment. This means that such an investor would lose money when the Fund cancels shares. In either situation, the Board will need to determine that the approach is in the best interests of the Fund and will need to ensure share holders are provided adequate disclosures around the consequences of the approach chosen by the Board for the Fund.
Operational and Technology Risks. Each Fund and the entities with which it interacts directly or indirectly are susceptible to operational and technology risks, incl uding those related to human errors, processing errors, communication errors, systems failures, cybersecurity in cidents, and the use of artificial intelligence and machine learning (“AI”), which may result in losses fo r a Fund and its shareholders or impair a Fund’s operations. These entities include, but are not limited to, a Fund’s adviser, administrator, distributor, other service providers (e.g., index and benchmark providers, accountants, custodians, and transfer agents), financial intermediaries, counterparties, market mak ers, Authorized Participants, listing exchanges, other financial market operators, and governmental authoriti es. Operational and technology risks for the issuers in which a Fund invests could also result in material adverse consequences for such issuers and may cause a Fund’s investments in such issuers to lose value. A F und may incur substantial costs in order to mitigate operational and technology risks, and such risks may be heightened for a Fund that deploys OnChain Shares on public blockchains.
Cybersecurity incidents can result from deliberate attacks or unintentional events against an issuer in which a Fund invests, a Fund or any of its service providers. The y include, but are not limited to, gaining unauthorized access to systems, misappropriating assets or sensitive info rmation, corrupting or destroying data, and causing operational disruption. Geopolitical tension may increase the scale and sophistication of deliberate attacks, particularly those from nation states or from entities with nation state backing. Cybersecurity incidents may result in any of the following: financial losses; in terference with a Fund’s ability to calculate its NAV; disclosure of confidential information; impediments to trading; submission of erroneous trades by a Fund or erroneous subscription or redemption orders; the inab ility of a Fund or its service providers to transact business; violations of applicable privacy and other laws; regulatory fines; penalties; reputational damage; reimbursement or other compensation costs; and ot her legal and compliance expenses. Furthermore, cybersecurity incidents may render records of a Fund, incl uding records relating to its assets and transactions, shareholder ownership of Fund shares, and other da ta integral to a Fund’s functioning, inaccessible, inaccurate or incomplete. Power outages, natural disa sters, equipment malfunctions and processing errors that threaten information and technology systems relied upon by a Fund or its service providers, as well as market events that occur at a pace that overloads these syst ems, may also disrupt business operations or impact critical data.
AI refers to computer systems that can perform task s that would otherwise require human intelligence and encompasses various different forms of artificial intellig ence, including machine learning models. AI is
I-20
NM1026U-6033230-39/137
Page 40
typically designed to analyze data, learn from pattern s and experiences, make decisions, and solve problems. The risks of increased use of AI technologies, such as m machine learning, include data risk, transparency risk, and operational risk. These AI technologies, which are ge nerally highly reliant on the collection and analysis of large amounts of data, may incorporate biased or ina ccurate data, and it is not possible or practicable to incorporate all relevant data into such technologies. T The output or results of any such AI technologies may therefore be incomplete, erroneous, distorted or misleading . Further, AI tools may lack transparency as to how data is utilized and how outputs are generated. AI technologies may also allow the unintended introduction of vulnerabilities into infrastructures and applications. A Fund and its shareholders could be negatively impacted as a result of these risks associated w with AI technologies. AI technologies and their current and potential future applications, and the regulatory fr ameworks within which they operate, continue to quickly evolve, and it is impossible to anticipate the full scope of future AI capabilities or rules and the associated risks to a Fund.
While each Fund’s service providers are required to h ave appropriate operational, information security and cybersecurity risk management policies and procedures, t their methods of risk management may differ from those of a Fund in the setting of priorities, the p personnel and resources available or the effectiveness of relevant controls. Each Fund and its adviser seek to reduce these risks through controls, procedures and oversight, including establishing business continuity plan s and risk management systems. However, there are inherent limitations in such plans and systems, including the possibility that certain risks that may affect a Fund have not been identified or may emerge in the futu re; that such plans and systems may not completely eliminate the occurrence or mitigate the effects of opera tional or information security disruptions or failures or of cybersecurity incidents; or that prevention and remediation efforts will not be successful or that incidents will go undetected. A Fund cannot control the systems, information security or other cybersecurity of the issuers in which it invests or its service providers, counterp arties, and other third parties whose activities affect a Fund.
Artificial intelligence and its current and potential future applications, including in the investment and financial sectors, as well as the regulatory frameworks w within which they operate, continue to rapidly evolve, and it is impossible to predict the full extent of futu re applications or regulations. Regulators continue to develop new rules and standards related to cybersecur ity and data protection. Compliance with evolving regulations can be demanding and costly, requiring substantial resources to monitor and implement required changes. Ongoing and future regulatory actions with respect to artificial intelligence generally or artificial intelligence’s use in any industry in particular may alter, perhaps to a materially adverse extent, the ability of a Fund’s adviser and other service providers or other market t participants to utilize artificial intelligence in the manner used to-date, and may have an adverse impa ct on the ability of a Fund’s adviser and other service providers, as well as a Fund or the issuers in which it inv ests, service providers, or other market participants to continue to operate as intended.
Recent Market Events. Since the market stresses associated with th e 2008 financial crisis in the United States and global economies, periods of unusually high vola tility in the financial markets and restrictive credit conditions, sometimes limited to a particular sector or a geography, continue to recur. Some countries, including the United States, have adopted and/or are considering the adoption of more protectionist trade policies, a move away from the tighter financial industry regulations that followed the financial crisis, and/or substantially reducing corporate taxes. The exact sh ape of these policies is still being considered, but the equity and debt markets may react strongly to e xpectations of change, which could increase volatility, especially if the market’s expectations are not borne out. A rise in protectionist trade policies, and the possibility of changes to some international trade agreem ents, could affect the economies of many nations in ways that cannot necessarily be foreseen at the presen t time. In addition, geopolitical and other risks, including environmental and public health, may add to instability in world economies and markets generally. Economies and financial markets throughout the world are becoming increasingly interconnected. As a result, whether or not a Fund invests in securities of issuers located in or with significant exposure to countries experiencing economic, political and/or financial difficulti es, the value and liquidity of the Fund’s investments may be negatively affected by such events.
I-21
NM1026U-6033230-40/137
Page 41
Governments and regulators may take actions that affe fect the regulation of the Fund or the instruments in which the Fund invests, or the issuers of such instrument s, in ways that are unforeseeable. Future legislation or regulation or other governmental actions could limit or preclude the Fund’s abilities to achieve its investment objectives or otherwise adversely impact an investment t in the Fund. Recent policy initiatives undertaken by the U.S. government have the potential to impact in ternational relations, trade agreements and the overall regulatory environment in ways that could create uncert ainty and instability in domestic and global markets, and could adversely affect the investment performance of f the Fund. In particular, actions taken by the U.S. government in respect of international trade relations c could lead to trade wars, increased costs for imported goods, disruptions in supply chains, reduced foreign investment, and instability in regions where the Fund invests. Political and diplomatic events within the Un ited States, including a contentious domestic political environment, changes in political party control of one or more branches of the U.S. Government, the U.S. Government’s inability at times to agree on a long-term budget and deficit reduction plan, the threat of a U.S. Government shutdown, and disagreements over, or threa ts not to increase, the U.S. Government’s borrowing limit (or “debt ceiling”), as well as political and diploma tic events abroad, may affect investor and consumer confidence and may adversely impact financial markets and the broader economy, perhaps suddenly and to a significant degree. A downgrade of the ratings of U.S. Government debt obligations, or concerns about the U.S. Government’s credit quality in general, could have a substantial negative effect on the U.S. and global economies. For example, concerns about the U.S. Go vernment’s credit quality may cause increased volatility in the stock and bond markets, higher interest rates, redu ced prices and liquidity of U.S. Treasury securities, and/or increased costs of various kinds of debt.
Moreover, although the U.S. Government has honored its credit obligations, there remains a possibility that the United States could default on its obligations. The consequences of such an unprecedented event are impossible to predict, but it is likely that a default by t the United States would be highly disruptive to the U.S. and global securities markets and could significantly impair the value of the Fund’s investments.
An outbreak of respiratory disease caused by a novel co ronavirus (COVID-19) that was first detected in December 2019 developed into a global pandemic. Thi s pandemic resulted in closing borders, enhanced health screenings, healthcare service preparation and de livery, quarantines, cancellations, disruptions to supply chains and customer activity, as well as general concern and uncertainty for a period of time. The impact of this outbreak has adversely affected the economies of many nations and the entire global economy and impacted individual issuers and capital. Other infec tious illness outbreaks that may arise in the future could have similar or other unforeseen effects. The dur ation of any such outbreak and its effects cannot be determined with certainty.
Repurchase Agreements. T TempCash, BlackRock Select Treasury Based Liquidity Fund, FedFund and T-Fund may enter into repurchase agreements. In a re purchase agreement, a Fund purchases securities from counterparties, such as banks and broker-dealers, wh ich must be deemed creditworthy by the Manager, subject to the seller’s agreement to repurchase them at an agreed upon time and price. In accordance with guidance issued by the Staff of the SEC, TempCash, FedFund, BlackRock Select Treasury Based Liquidity Fund and T-Fund may also transfer uninvested cash bala nces into a single joint account, the daily aggregate balance of which will be invested in one or more repurchase agreements. The Board has established and periodically reviews procedures applicable to transactions involving such joint accounts.
The securities subject to a repurchase agreement may bear maturities exceeding 397 days, provided the repurchase agreement itself matures in 397 days or less. The seller under a repurchase agreement will be required to maintain the value of the securities subject to the agreement at not less than the repurchase price (including accrued interest and any accrued premium ). Collateral for BlackRock Select Treasury Based Liquidity Fund repurchase agreements may include U.S. T reasury bills, notes and other obligations of the U.S. Treasury. Collateral for T-Fund repurchase agreements m ay include cash, U.S. Treasury bills, notes and other obligations of the U.S. Treasury. Collateral for FedFund repurchase agreements may include cash and obligations issued by the U.S. Government or its agencies or instrumentalities. Collateral for TempCash repurchase agreements may include cash, obligations i ssued by the U.S. Government or its agencies or instrumentalities, and obligations rated in the highest category by at least two NRSROs, or, if unrated,
I-22
NM1026U-6033230-41/137
Page 42
determined to be of comparable quality by BlackRoc k pursuant to guidelines approved by the Board. For TempCash, however, collateral is not limited to the foreg oing and may include, for example, obligations rated in any category by NRSROs or include classes of CMOs issued by agencies and instrumentalities of the U.S. Government, such as IOs and POs, residual interests, PAC certificates and TAC certificates. Collateral for a repurchase agreement may also include securities, including g equity securities and other fixed income securities, that TempCash could not hold directly without the re purchase obligation. The ratings by NRSROs represent their respective opinions as to the quality of the obli gations they undertake to rate. Ratings, however, are general and are not absolute standards of quality. Con sequently, obligations with the same rating, maturity, and interest rate may have different market prices. A Appendix A to this SAI contains a description of the relevant rating symbols used by NRSROs for commercial paper that may be purchased by each Fund. See “Mortgage-Related and Other Asset-Backed Securities” for ratings information about IOs, POs, PACs and TACs.
Irrespective of the type of collateral underlying the r repurchase agreement, the Fund must determine that a repurchase obligation with a particular counterparty in volves minimal credit risk to the Fund and otherwise satisfies the credit quality standards applicable to the acqui sition of an instrument issued by such counterparty in compliance with Rule 2a-7 under the 1940 Act.
The repurchase price under the repurchase agreements d escribed in the Funds’ prospectuses generally equals the price paid by that Fund plus interest negotiated on the basis of current short-term rates (which may be more or less than the rate on the securities underlyi ng the repurchase agreement). Securities subject to repurchase agreements will be held by the Funds’ cust odian or sub-custodian, or in the Federal Reserve/ Treasury book-entry system. Repurchase agreements a re considered to be loans by the Funds under the 1940 Act, and for tax purposes generally. It is not clear whether for other purposes a court would consider the securities purchased by the Fund subject to a repu rchase agreement as being owned by the Fund or as being collateral for a loan by a Fund to the seller.
Repurchase agreements pose certain risks for a Fund that utilizes them. Such risks are not unique to the Fund but are inherent in repurchase agreements. The Funds seek t to minimize such risks but because of the inherent legal uncertainties involved in repurchase agreemen ts, such risks cannot be eliminated. Lower quality collateral and collateral with longer maturities may be s ubject to greater price fluctuations than higher quality collateral and collateral with shorter maturities. If t the repurchase agreement counterparty were to default, lower quality collateral may be more difficult to liquidate than higher quality collateral.
Regulations adopted by global prudential regulators th at are now in effect require certain bank-regulated counterparties and certain of their affiliates to include in certain financial contracts, including many repurchase agreements and purchase and sale contract s, terms that delay or restrict the rights of counterparties, such as a Fund, to terminate such ag reements, take foreclosure action, exercise other default rights or restrict transfers of credit support in the event th at the counterparty and/or its affiliates are subject to certain types of resolution or insolvency proceedings. It t is possible that these new requirements, as well as potential additional government regulation and other de velopments in the market, could adversely affect a Fund’s ability to terminate existing repurchase agreements and purchase and sale contracts or to realize amounts to be received under such agreements.
If, in the event of bankruptcy or insolvency proceedin gs concerning the seller of the securities, a court holds that the Fund does not have a perfected security interest in the securities, the Fund may be required to return the securities to the seller’s estate and be treated as an unsecured creditor of the seller. As an unsecured creditor, a Fund would be at risk of losing some or all of the principal and income involved in the transaction. To minimize this risk, the Funds utilize custodians and subcustodians that the Manager believes follow customary securities industry practice with respect to repurchase agreements, and the Manager analyzes the creditworthiness of the obligor, in this case the seller of the securities. However, because of the legal uncertainties, this risk, like others associated w with repurchase agreements, cannot be eliminated.
Also, in the event of commencement of bankruptcy or in solvency proceedings with respect to the seller of the securities before repurchase of the securities under a r repurchase agreement, a Fund may encounter delay and
I-23
NM1026U-6033230-42/137
Page 43
incur costs before being able to sell the securities. Such a delay may involve loss of interest or a decline in the value of the securities or other collateral, in which ca se a Fund may not recover the full amount it paid for the securities and would retain the status of an unsecured creditor of the seller (i.e., the position the Fund would normally be in if it were to hold, pursuant to its invest ment policies, other unsecured debt of the defaulting seller) with respect to the amount of the shortfall. Cert ain Funds may enter into repurchase agreements that involve securities that would be subject to a court “stay” in the event of the seller’s bankruptcy or insolvency. A “stay” will prevent a Fund from selling the securiti es it holds under a repurchase agreement until permitted by a court. In these situations a Fund will be subject to greater risk that the value of the securities will decline before they are sold, and that the Fund will experience a loss.
Apart from the risks associated with bankruptcy or insolv ency proceedings, there is also the risk that the seller may fail to repurchase the security, whether or not the se ller is bankrupt or insolvent. However, if the market value of the securities subject to the repurchase agreem ent becomes less than the repurchase price (including accrued interest), the Fund will direct the seller of the securities to deliver additional securities so that the market value of all securities subject to the repurchase agreement equals or exceeds the repurchase price. It is possible that, with respect to certain repurchase agreements , a trustee for a bankrupt or insolvent seller could be able to demand the return of any additional securiti es that were previously delivered to the Fund for this purpose, and a Fund could incur a loss for this reason.
Restricted Securities. TempCash and MuniCash may each invest in restricted securities, which are securities that cannot be offered for public resale unless registered under the applicable securities laws or that have a contractual restriction that prohibits or limits their resale (e.g., Rule 144A securities). Rule 144A under the 1933 Act allows for an institutional trading market for securities otherwise subject to restriction on resale to the general public. Rule 144A establishes a “safe harbor” from the registration requirements of the 1933 Act for resales of certain securities to “qualified institutiona l buyers.” The Manager will monitor the liquidity of restricted securities under the supervision of the Boa rd. In reaching liquidity decisions, the Manager will consider, inter alia, the following factors: (1) th e unregistered nature of a Rule 144A security; (2) the frequency of trades and quotes for the Rule 144A security ; (3) the number of dealers wishing to purchase or sell the Rule 144A security and the number of other pot ential purchasers; (4) dealer undertakings to make a market in the Rule 144A security; (5) the trading market s for the Rule 144A security; and (6) the nature of the Rule 144A security and the nature of the marketplace t trades (e.g., the time needed to dispose of the Rule 144A security, the method of soliciting o ffers and the mechanics of the transfer).
Reverse Repurchase Agreements. Each of TempCash, FedFund and T-Fund may enter into reverse repurchase agreements. In a reverse repurchase agreement a Fund se lls a security and simultaneously commits to repurchase that security at a future date from the buyer. In effect, the Fund is temporarily borrowing money at an agreed upon interest rate from the purchaser of the security, and the security so ld represents collateral for the loan.
A Fund’s investment of the proceeds of a reverse repu rchase agreement involves the speculative factor known as leverage. A Fund may enter into a reverse repurchase agreement only if the interest income from investment of the proceeds is greater than the interest expense of the transaction and the proceeds are invested for a period no longer than the term of the agreement. The Manager will evaluate the creditworthiness of the other party in determining whether a Fund will enter in to a reverse repurchase agreement. The use of reverse repurchase agreements involves certain risks. For exampl e, the securities acquired by a Fund with the proceeds of such an agreement may decline in value, although the Fund is obligated to repurchase the securities sold to the counterparty at the agreed upon price. In addition, the market value of the securities sold by a Fund may decline below the repurchase price to which the Fund remains committed.
Reverse repurchase agreements are considered to be bo rrowings under the 1940 Act and may be entered into only for temporary or emergency purposes. Each of Te mpCash, FedFund and T-Fund is permitted to invest up to one-third of its total assets in reverse repurcha se agreements and securities lending transactions. Investments in reverse repurchase agreements and secur ities lending transactions will be aggregated for purposes of this investment limitation.
I-24
NM1026U-6033230-43/137
Page 44
Additionally, regulations adopted by global prudential reg ulators that are now in effect require certain bank regulated counterparties and certain of their affiliates to in clude in certain financial contracts, including many reverse repurchase agreements, terms that delay or restrict the rights of counterparties, such as a Fund, to terminate such agreements, take foreclosure action, exerci se other default rights or restrict transfers of credit support in the event that the counterparty and/or its affiliates are subject to certain types of resolution or insolvency proceedings. It is possible that these new r requirements, as well as potential additional government regulation and other developments in the market, coul d adversely affect a Fund’s ability to terminate existing reverse repurchase agreements or to realize am ounts to be received under such agreements.
Securities Lending. Each of TempCash, FedFund and T-Fund may lend its securities with a value of up to one-third of its total assets (including the value of th e collateral for the loan) to qualified brokers, dealers, banks and other financial institutions for the purpose of f realizing additional net investment income through the receipt of interest on the loan. Such loans would invo lve risks of delay in receiving additional collateral in the event the value of the collateral decreased below the val ue of the securities loaned or of delay in recovering the securities loaned or even loss of r rights in the collateral should the bo rrower of the securities fail financially. Loans will only be made to borrowers deem ed by the Manager to be creditworthy.
Regulations adopted by global prudential regulators r require certain bank-regulated counterparties and certain of their affiliates to include in certain financial contra cts, including many securities lending agreements, terms that delay or restrict the rights of counterparties, su ch as a Fund, to terminate such agreements, foreclose upon collateral, exercise other default rights or restrict tran sfers of credit support in the event that the counterparty and/or its affiliates are subject to certain types of resoluti on or insolvency proceedings. It is possible that these requirements, as well as potential additional government t regulation and other developments in the market, could adversely affect a Fund’s ability to terminate ex isting securities lending agreements or to realize amounts to be received under such agreements. Prudential regul ation may also favor lenders that can provide additional protections, such as liens that are exercisa ble in connection with a lender default, to borrowers. Certain Funds expect to provide additional protecti ons to borrowers, where permitted pursuant to a Fund’s investment policies and if the Manager believes doing so is in the best interest of the Fund.
Short-Term Trading. T The Funds may engage in short-term tradin g for liquidity purposes. Increased trading may provide greater potential for capital gains and lo sses, and also involves correspondingly greater trading costs which are borne by the Fund involved. The Manag er will consider such costs in determining whether or not a Fund should engage in such trading.
Stand-By Commitments. T TempCash and MuniCash may acquire stand-by commitments. Under a stand-by commitment, a dealer would agree to purchase at a Fund’ s option specified Municipal Obligations at their amortized cost value to the Fund plus accrued int erest, if any. (Stand-by commitments acquired by a Fund may also be referred to as “put” options.) Stand-by y commitments for Municipal Obligations may be exercisable by a Fund at any time before the maturity of the underlying Municipal Obligations and may be sold, transferred, or assigned only with the instrume nts involved. A Fund’s right to exercise stand-by commitments will be unconditional and unqualified.
Special Considerations Regarding Foreign Investments. Investments by TempCash and MuniCash in securities issued or supported by foreign entities, including foreign governments, foreign banks and foreign branches of U.S. banks, or investments supported by such entities, may subject the Funds to investment risks that are different in some respects from those of investments in obligations of U.S. domestic issuers. These risks may include future unfavorable political and economic devel opments, possible withholding or other taxes, seizure or nationalization of foreign deposits, interest limitations , the possible establishment of exchange controls, or other governmental restrictions which might affect the payment of principal or interest on the securities held by a Fund. Additionally, foreign branches of U.S. banks and foreign banks may be subject to less stringent reserve requirements and to different accounting, auditin g, reporting and record keeping requirements than those applicable to domestic branches of U.S. ba nks. A Fund will acquire U.S. dollar-denominated securities issued by foreign issuers, including foreign government s, foreign banks and foreign branches of U.S. banks, only when the Manager believes that the risks a ssociated with such instruments are minimal.
I-25
NM1026U-6033230-44/137
Page 45
U.S. Government Obligations. Examples of the types of U.S. Government obligations that may be held by the Funds include U.S. Treasury Bills, Treasury Notes a nd Treasury Bonds and the obligations of the Federal Housing Administration, Farmers Home Administrati on, Export-Import Bank of the United States, Small Business Administration, Ginnie Mae, Fannie Mae, Federal Financing Bank, General Services Administration, The Co-operative Central Bank, Federal Home Loan Banks, Freddie Mac, Farm Credit System and Tennessee Valley Authority. The Funds may also invest in mortgage -related securities issued or guaranteed by U.S. Government agencies and instrumentalities, including such obligations of Ginnie Mae, Fannie Mae and Freddie Mac.
To the extent consistent with their respective investment objectives, the Funds may invest in a variety of U.S. Treasury obligations and obligations issued by or gu aranteed by the U.S. Government or its agencies, instrumentalities or U.S. Government sponsored enterp rises. Not all U.S. Government obligations carry the same credit support. No assurance can be given that the U U.S. Government would provide financial support to its agencies, instrumentalities or U.S. Government s ponsored enterprises if it were not obligated to do so by law. There is no assurance that these commitments will be undertaken or complied with in the future.
Variable and Floating Rate Instruments. Each Fund may purchase variable and floating rate instruments. Variable and floating rate instruments are subject to t the credit quality standards described in the prospectuses. In some cases, the Funds may require that the obligation to pay the principal of the instrument be backed by a letter of credit or guarantee. Such instruments may carry y stated maturities in excess of 397 days provided that the maturity-shortening provisions stated in Rule 2a-7 7 are satisfied. Although a particular variable or floating rate demand instrument may not be actively traded in a secondary market, in some cases, a Fund may be entitled to principal on demand and may be able to resell such notes in the dealer market.
Variable and floating rate instruments held by a F und generally may have maturities of more than 397 days provided: (i) they are subject to a demand feature entitlin g the Fund to the payment of principal and interest within 397 days of exercise, unless the instrument is issu ed or guaranteed by the U.S. Government or its agencies and/or instrumentalities, and (ii) the rate of interest on such instruments is adjusted at periodic intervals which may extend up to 397 days.
In determining a Fund’s weighted average portfolio ma turity and whether a long-term variable rate demand instrument has a remaining maturity of 397 days or l ess, the instrument will be deemed by a Fund to have a maturity equal to the longer of the period remaining until its next interest rate adjustment or the period remaining until the principal amount can be recovered t through demand. In determining a Fund’s weighted average portfolio maturity and whether a long-term floating rate demand instrument has a remaining maturity of 397 days or less, the instrument will be deem ed by a Fund to have a maturity equal to the period remaining until the principal amount can be recovered th rough demand. In addition, a variable or floating rate instrument issued or guaranteed by the U.S. Go vernment or its agencies and/or instrumentalities will be deemed by a Fund to have a maturity equal to the peri od remaining until its next interest rate adjustment (in the case of a variable rate instrument) or one day (in t the case of a floating rate instrument). Variable and floating rate notes are frequently rated by credit ratin g agencies, and their issuers must satisfy the Fund’s quality and maturity requirements. If an issuer of such a note were to default on its payment obligation, the Fund might be unable to dispose of the note because of the absence of an active secondary market and might, for this or other reasons, suffer a loss.
When-Issued and Delayed Settlement Transactions. The Funds may utilize when-issued and delayed settlement transactions. When-issued securities are securities purchased for delivery beyond the normal settlement date at a stated price and yield. Delayed settlement describes settlement of a securities transaction some time in the future. A Fund will generally not pay for such securities or start earning interest on them until they are received. Securities purchased on a when-issu ed or delayed settlement basis are recorded as an asset and are subject to changes in value based upon chan ges in the general level of interest rates. When a Fund engages in when-issued or delayed settlement tran sactions, it relies on the seller to consummate the trade. Failure of the seller to do so may result in a Fund’ s incurring a loss or missing an opportunity to obtain a price considered to be advantageous. The Funds do not intend to purchase when-issued or delayed
I-26
NM1026U-6033230-45/137
Page 46
settlement securities for speculative purposes but only in fu rtherance of a Fund’s investment objective. Each Fund reserves the right to sell these securities before th e settlement date if it is deemed advisable.
Regulations adopted by global prudential regulators th at are now in effect require certain bank-regulated counterparties and certain of their affiliates to include in certain financial contracts, including many agreements with respect to when-issued, TBA and forwar d commitment transactions, terms that delay or restrict the rights of counterparties, such as a Fund, to terminate such agreem ents, foreclose upon collateral, exercise other default rights or restrict transfers of credit support in the event that the counterparty and/or its affiliates are subject to certain types of resolution or in solvency proceedings. It is possible that these new requirements, as well as potential additional government t regulation and other developments in the market, could adversely affect a Fund’s ability to terminate exis ting agreements with respect to these transactions or to realize amounts to be received under such agreements.
* * * *
Regulation Regarding Derivatives. T The Commodity Futures Trading Commission (“CFTC”) subjects advisers to registered investment companies to regulation by t the CFTC if a fund that is advised by the investment adviser either (i) has exposure to, directly or indirectly, more than a prescribed level of its liquidation value in CFTC-regulated futures, options and swaps (“CFTC Derivatives”), or (ii) markets itself as providing investment exposure to such instruments. To the ex tent a Fund uses CFTC Derivatives, it intends to do so below such prescribed levels and will not market itself as a “commodity pool” or a vehicle for trading such instruments. Accordingly, BlackRock has claimed an exclusion from the definition of the term “commodity pool operator” under the Commodity Exchange Act (“CEA”) pursuant to Rule 4.5 under the CEA. BlackRock is not, therefore, subject to registration or regulation as a “commodity pool operator” under the CEA in respect of the Funds.
D ISCLOSURE OF P ORTFOLIO H OLDINGS
The Board of Trustees of the Trust and the Board of Directors of BlackRock have each approved Portfolio Holdings and Related Information Distribution Guide lines (the “Policy”) regarding the disclosure of each Fund’s portfolio securities, as applicable, and other por tfolio information. The purpose of the Policy is to ensure that (i) shareholders and prospective sharehold ers of the Funds have equal access to portfolio holdings and characteristics and (ii) third parties (such as consu ltants, intermediaries and third-party data providers) have access to such information no earlier or more freque ntly than shareholders and prospective shareholders.
Pursuant to the Policy, the Trust and the Manager may, under certain circumstances as set forth below, make selective disclosure with respect to a Fund’s Portfolio Characteristics (as defined below) and Portfolio Holdings (as defined below). The Board of Trustees of f the Trust and the Board of Directors of BlackRock have each approved the adoption by the Trust of th e Policy, and employees of BlackRock are responsible for adherence to the Policy. The Board of Trustees provides ongoing oversight of the Trust’s and Manager’s compliance with the Policy.
Disclosure of material non-public information (“C onfidential Information”) about a Fund’s Portfolio Holdings and/or Portfolio Characteristics is pr ohibited, except as provided in the Policy.
Confidential Information relating to a Fund may not be distributed to persons not employed by BlackRock unless the Fund has a legitimate business purpose for doing so and confidentiality obligations are in effect, as appropriate.
• Portfolio Holdings: “Portfolio Holdings” are a Fund’s portfolio securities and other instruments, and include, but are not limited to:
• for equity securities, information such as issuer name, CUSIP, ticker symbol, total shares and market value;
• for fixed income securities, information such as issuer name, CUSIP, ticker symbol, coupon, maturity, current face value, market value, yield, WAL, WAM, duration and convexity;
I-27
NM1026U-6033230-46/137
Page 47
• for all securities, information such as quantity, SEDOL and market price as of a specific date;
• for derivatives, indicative data including, but not limited to, pay leg, receive leg, notional amount, reset frequency and trade counterparty; and
• for trading strategies, specific portfolio holdings, including the number of shares held, weightings of particular holdings, trading details, pending or recent transactions and portfolio management plans to purchase or sell particular securities or allocation within particular sectors.
• Portfolio Characteristics (excluding Liquidity Metrics): “Portfolio Characteristics” include, but are not limited to, sector allocation, credit quality breakdown, maturity distribution, duration and convexity measures, average credit quality, average maturity, average coupon, top 10 holdings with percent of the fund held, average market capitalization, capitalization range, risk related information ( e.g. , value at risk, standard deviation), ROE, P/E, P/B, P/CF, P/S and EPS.
• Additional characteristics specific to money market funds include, but are not limited to, historical daily and weekly liquid assets (as defined under Rule 2a-7) and historical fund net inflows and outflows.
• Portfolio Characteristics — Liquidity Metrics : • “Liquidity Metrics” which seek to ascertain a Fund’s liquidity profile under BlackRock’s global liquidity risk methodology which include, but are not limited to: (a) disclosure regarding the number of days needed to liquidate a portfolio or the portfolio’s underlying investments; and (b) the percentage of a Fund’s NAV invested in a particular liquidity tier under BlackRock’s global liquidity risk methodology.
• The dissemination of position-level liquidity metrics data and any non-public regulatory data pursuant to SEC Rule 22e-4 (including SEC liquidity tiering) is not permitted unless pre-approved.
• Disclosure of Liquidity Metrics pursuant to Section 3 of the Policy should be reviewed by BlackRock’s Risk and Quantitative Analysis Group and the relevant portfolio management team prior to dissemination.
Information that is non-material or that may be obtained from public sources ( i.e. , information that has been publicly disclosed via a filing with the SEC ( e.g. , a fund’s annual report and annual financial statements), through a press release or placement on a publicly-availa ble internet website), or information derived or calculated from such public sources shall not be deemed Confidential Information.
I-28
NM1026U-6033230-47/137
Page 48
Portfolio Holdings and Portfolio Characteristics may be disclosed in accordance with the below schedule or as specified in a Fund’s registration statement.
Open-End Mutual Funds (Excluding Money Market Funds)
Time Periods for Portfolio Holdings
Prior to 20 Calendar Days After Month-End
20 Calendar Days After Month-End To Public Filing Portfolio Holdings
Cannot disclose without non-disclosure or confidentiality agreement and Chief Compliance Officer (“CCO”) approval.
May disclose to shareholders, prospective shareholders, intermediaries, consultants and third-party data providers (e.g., Lipper, Morningstar and Bloomberg), except with respect to Global Allocation funds 1 , BlackRock Core Bond Portfolio and BlackRock Strategic Income Opportunities Portfolio of BlackRock Funds V, BlackRock Strategic Global Bond Fund, Inc., BlackRock Total Return V.I. Fund of BlackRock Variable Series Funds II, Inc., BlackRock Sustainable Total Return Fund of BlackRock Bond Fund, Inc., BlackRock Unconstrained Equity Fund and BlackRock Systematic Multi-Strategy Fund (each of whose portfolio holdings may be disclosed 60 calendar days after month-end). BlackRock generally discloses portfolio holdings information on the lag times established herein on its public website. If Portfolio Holdings are disclosed to one party, they must also be disclosed to all other parties requesting the same information.
Time Periods for Portfolio Characteristics
Portfolio Characteristics (Excluding Liquidity Metrics)
Prior to 5 Calendar Days After Month-End
5 Calendar Days After Month-End Cannot disclose without non-disclosure or confidentiality agreement and CCO approval. 1 , 2
May disclose to shareholders, prospective shareholders, intermediaries, consultants and third-party data providers (e.g. , Lipper, Morningstar and Bloomberg). If Portfolio Characteristics are disclosed to one party, they must also be disclosed to all other parties requesting the same information.
Portfolio Characteristics — Liquidity Metrics
Prior to 60 Calendar Days After Calendar Quarter-End
60 Calendar Days After Calendar Quarter-End Cannot disclose without non-disclosure or confidentiality agreement and CCO approval.
May disclose to shareholders, prospective shareholders, intermediaries and consultants; provided portfolio management has approved. If Liquidity Metrics are disclosed to one party, they must also be disclosed to all other parties requesting the same information.
I-29
NM1026U-6033230-48/137
Page 49
1 Global Allocation Exception: For purposes of portfolio holdings, Global Allocation funds include BlackRock Global Allocation Fund, Inc., BlackRock Gl obal Allocation Portfolio of BlackRock Series Fund, Inc. and BlackRock Global Allocation V.I. Fund of Bl ackRock Variable Series Funds, Inc. Information on certain Portfolio Characteristics of BlackRock Global Allocation Portfolio and BlackRock Global Allocation V.I. Fund is available, upon request, to insu rance companies that use these funds as underlying investments (and to advisers and sub-advisers of funds invested in BlackRock Global Allocation Portfolio and BlackRock Global Allocation V.I. Fund) in their var iable annuity contracts and variable life insurance policies on a weekly basis (or such other period as m ay be determined to be appropriate). Disclosure of such characteristics of these two funds constitutes a disclosure of Confidential Information and is being made for reasons deemed appropriate by BlackRock and in accordance with the requirements set forth in these guidelines. If Portfolio Characteristics are disclosed t to one party, they must also be disclosed to all other parties requesting the same information.
2 Strategic Income Opportunities Exception: Information on certain Portfolio Characteristics of BlackRock Strategic Income Opportunities Portfolio of BlackRoc k Funds V may be made available to shareholders, prospective shareholders, intermediaries, consultants and third party data providers, upon request on a more frequent basis as may be deemed appropria te by BlackRock from time-to-time. If Portfolio Characteristics are disclosed to one party, they must also be disclosed to all other parties requesting the same information.
Open-End Mutual Funds and ETFs (Excluding Money Market Mutual Funds and MM ETFs)
Time Periods for Portfolio Characteristics: Liquidity Metrics
Prior to 60 Calendar Days After Calendar Quarter-End
60 Calendar Days After Calendar Quarter-End
Portfolio Characteristics — Liquidity Metrics
Cannot disclose without non-disclosure or confidentiality agreement and Chief Compliance Officer (“CCO”) approval.
May disclose to shareholders, prospective shareholders, intermediaries and consultants; provided portfolio management has approved. If Liquidity Metrics are disclosed to one party, they must also be disclosed to all other parties requesting the same information.
I-30
NM1026U-6033230-49/137
Page 50
Money Market Mutual Funds and ETFs 3 , 4 , 5
Money Market ETFs will comply with the disclosure re quirements under both the Money Market (Rule 2a-7) Policy and the ETF Rule (Rule 6c-11) Policy.
Time Periods
Prior to 5 Calendar Days After Month-End
5 Calendar Days After Month-End to Date of Public Filing
Portfolio Holdings
Cannot disclose without non-disclosure or confidentiality agreement and CCO approval except the following Portfolio Holdings information is required to be released on the website pursuant to Rule 2a-7 on a monthly basis: name of issuer, category of investment, CUSIP, principal amount, maturity dates, yields and value.
BlackRock will release this information on the following timelines or on a more frequent timeline than required under Rule 2a-7:
• Government MMFs: Daily portfolio holdings are released on the website on a one business day lag.
• Money Market ETFs (prime and government): Daily portfolio holdings information released on a daily basis pursuant to ETF rule requirements.
• Certain Money Market Mutual Funds and Money Market ETFs: Weekly schedule of investments (PDF) is posted to the website at least one business day after week-end. (The Cash business identifies those Funds.)
May disclose to shareholders, prospective shareholders, intermediaries, consultants and third party data providers. If Portfolio Holdings are disclosed to one party, they must also be disclosed to all other parties requesting the same information.
I-31
NM1026U-6033230-50/137
Page 51
Time Periods Prior to 5 Calendar Days After Month-End
5 Calendar Days After Month-End to Date of Public Filing
Portfolio Characteristics
Cannot disclose without non-disclosure or confidentiality agreement and CCO approval except the following information is:
(i) required to be released on the Fund’s website daily (i.e., each Business Day as of the end of the preceding Business Day):
• Historical NAVs calculated based on market factors (e.g., marked to market).
• Percentage of fund assets invested in daily and weekly liquid assets (as defined under Rule 2a-7).
• Daily net flow information (inflows less outflows).
• Other information as may be required by Rule 2a-7.
(ii) voluntarily released on the Fund’s website daily (i.e., each Business Day as of the end of the preceding Business Day):
• Fund SEC yields, WAM (required monthly), WAL (required monthly), fund size and share class size.
May disclose to shareholders, prospective shareholders, intermediaries, consultants and third party data providers. If Portfolio Characteristics are disclosed to one party, they must also be disclosed to all other parties requesting the same information.
3 BlackRock Short Obligations Fund. Fund’s holdings may be disclosed in accordance with the frequency for money market funds.
4 Circle Reserve Fund Exception: Information on portfolio holdings and certain portfolio characteristics of the Circle Reserve Fund may be made available to the shareholders of the Fund, upon request, on a more frequent basis as may be deemed appropriate by BlackRock from time-to-time.
5 Portfolio Holdings information is required to be disclosed daily on an ETF’s website under Rule 6c-11 under the 1940 Act. Specifically, on each Business Day, prior to the opening of regular trading on the ETF’s primary listing exchange, an ETF is required to disclose on its website Portfolio Holdings information as set forth in the ETF Rule Policy that will form the basis of the ETF’s next net asset value per share calculation.
Guidelines for Confidential and Non-Material Information. Confidential Information m ay be disclosed to the Fund’s Board of Trustees and its counsel, outside coun sel for the Fund, the Fund’s auditors and to certain third-party service providers ( e.g., Fund administrator, Fund custodian, proxy voting service), securities lending borrowers, and broker-dealers that are fund counterparties. Non-disclosure or confidentiality agreements will be in place with such service provid ers, borrowers, and broker-dealers. With respect to Confidential Information, the Fund’s CCO or his or h er designee may authorize the following, subject in the case of (ii) and (iii) to a confidentiality or non-disclosure arrangement:
(i) the preparation and posting of the Fund’s Portfolio Holdings and/or Portfolio Characteristics to its website on a more frequent basis than authorized above;
I-32
NM1026U-6033230-51/137
Page 52
(ii) the disclosure of the Fund’s Portfolio Holdings to third-party service providers not noted above; and
(iii) the disclosure of the Fund’s Portfolio Holdings and/or Portfolio Characteristics to other parties for legitimate business purposes.
Fact Sheets and Reports
• Fund Fact Sheets are available to shareholders, prospective shareholders, intermediaries and consultants on a monthly or quarterly basis no earlier than the fifth calendar day after the end of a month or quarter.
Other Information. T The Policy shall also apply to other Con fidential Information of a Fund such as performance attribution analyses or security-specific information ( e.g., information about Fund holdings where an issuer has been downgraded, been acquired or declared bankruptcy).
Data on NAVs, asset levels (by total Fund and share class), accruals, yields, capital gains, dividends and fund returns (net of fees by share class) are generally available to shareholders, prospective shareholders, consultants, and third-party data providers upon request, as soon as such data is available.
Contact Information . For information about portfolio holding s and characteristics, BlackRock fund shareholders and prospective investors should call th e number set out on the back cover of the Funds’ prospectuses.
Compensation. N Neither a Fund, a service provider nor any of their affiliated persons (as that term is defined in the 1940 Act) shall receive compensation in any form in connection with the disclosure of information about such Fund’s Portfolio Holdings or Portfolio Characteristics.
Ongoing Arrangements . The Manager has entered into ongoing agreem ents to provide selective disclosure of Fund Portfolio Holdings to the following persons or entities:
1. Trust’s Board of Trustees and, if necessary, independent Trustees’ counsel and Fund counsel.
2. Funds’ transfer agent.
3. Funds’ Custodian.
4. Funds’ Administrator, if applicable.
5. Funds’ independent registered public accounting firm.
6. Funds’ accounting services provider.
7. Independent rating agencies — Lipper Inc., Moody’s, Fitch.
8. Information aggregators — S&P Global, Bloomberg, eVestments Alliance and Informa/PSN Investment Solutions.
9. Pricing Vendors — Refinitiv Limited, Refinitiv US LLC, ICE Data Services, Bloomberg, IHS Markit, JP Morgan Pricing-Direct, Valuation Research Corporation, Murray, Devine & Co., Inc. and WM Company PLC.
10. Valuation Providers — Houlihan Lokey, Lincoln Financial, Chatham and Kroll.
11. Third-party feeder funds — Stock Index Fund, a series of Homestead Funds, Inc. and Transamerica Stock Index, a series of Transamerica Funds and their respective boards, sponsors, administrators and other service providers.
12. Affiliated feeder funds — iShares S&P 500 Index Fund, iShares U.S. Aggregate Bond Index Fund, Treasury Money Market Fund (Cayman) and their respective boards, sponsors, administrators and other service providers.
I-33
NM1026U-6033230-52/137
Page 53
13. Other — Investment Company Institute, Goldman Sachs Asset Management, L.P., Mizuho Asset Management Co., Ltd., Nationwide Fund Advisors, State Street Bank and Trust Company, Donnelley Financial Solutions, Inc. and Silicon Valley Bank.
With respect to each such arrangement, the Trus t has a legitimate business purpose for the release of information. The release of the information is subject t to confidential treatment to prohibit the entity from sharing with an unauthorized source or trading upon th e information provided. The Trust, BlackRock and their affiliates do not receive any compensation or other consideration in connection with such arrangements.
The Trust and BlackRock monitor, to the extent po ssible, the use of Confidential Information by the individuals or firms to which it has been disclosed. To do so, in addition to the requirements of any applicable confidentiality agreement and/or the terms and conditions of the Trust’s and BlackRock’s Codes of Ethics — all of which require persons or entities in possession of Confidential Information to keep such information confidential and not to trade on such information fo r their own benefit — BlackRock’s compliance personnel under the supervision of the Trust’s CCO, monitor Blac kRock’s securities trading desks to determine whether individuals or firms who have received Confidential Info rmation have made any trades on the basis of that information. In addition, BlackRock maintains an intern al restricted list to prevent trading by the personnel of BlackRock or its affiliates in securities — including securities held by a Fund — about which BlackRock has Confidential Information. There can be no assurance, however, that the Trust’s policies and procedures with respect to the selective disclosure of Portfolio Holdin gs will prevent the misuse of such information by individuals or firms that receive such information.
I NVESTMENT L IMITATIONS
The following is a complete list of investment limitations and policies applicable to each of the Funds or, as indicated below, to specific Funds, that may not be ch anged without the affirmative votes of the holders of a majority of each Fund’s outstanding shares (as defin ed below under “Miscellaneous — Shareholder Vote”):
1. A Fund may not borrow money or issue senior securities except to the extent permitted under the 1940 Act.
2. A Fund may not act as an underwriter of securities. A Fund will not be an underwriter for purposes of this limitation if it purchases securities in transactions in which the Fund would not be deemed to be an underwriter for purposes of the 1933 Act.
3. A Fund may not make loans. The purchase of debt obligations, the lending of portfolio securities and the entry into repurchase agreements are not treated as the making of loans for purposes of this limitation.
4. A Fund may not purchase or sell real estate. The purchase of securities secured by real estate or interests therein are not considered to be a purchase of real estate for the purposes of the limitation.
5. A Fund may not purchase or sell commodities or commodities contracts.
6. A Fund may, notwithstanding any other fundamental investment limitations, invest all of its assets in a single open-end investment company or series thereof with substantially the same investment objectives, restrictions and policies as the Fund.
7. TempCash and MuniCash : The Funds may not purchase the securities of any issuer if as a result more than 5% of the value of such Fund’s assets would be invested in the securities of such issuer except that up to 25% of the value of such Fund’s assets may be invested without regard to this 5% limitation.
8. TempCash : TempCash may not purchase any securities which would cause, at the time of purchase, less than 25% of the value of its total assets to be invested in obligations of issuers in the financial services industry or in obligations, such as repurchase agreements, secured by such
I-34
NM1026U-6033230-53/137
Page 54
obligations (unless the Fund is in a temporary defensive position) or which would cause, at the time of purchase, 25% or more of the value of its total assets to be invested in the obligations of issuers in any other industry, provided that (a) there is no limitation with respect to investments in U.S. Treasury Bills and other obligations issued or guaranteed by the federal government, its agencies and instrumentalities and (b) neither all finance companies, as a group, nor all utility companies, as a group, are considered a single industry for purposes of this policy.
9. MuniCash : (a) Under normal circumstances, the Fund may not invest less than 80% of its net assets, plus the amount of any borrowings for investment purposes, in a broad range of Municipal Obligations, the income from which, in the opinion of issuers’ bond counsel or, in the case of derivative securities, sponsor’s counsel, is exempt from regular federal income tax. In the alternative, at least 80% of the income distributed by the Fund will be exempt, in the opinion of issuers’ bond counsel or, in the case of derivative securities, sponsor’s counsel, from regular federal income tax.
(b) The Fund may not purchase any securities which w would cause 25% or more of the Fund’s total assets at the time of purchase to be invested in n the securities of one or more issuers conducting their principal business activities in the same industry, p provided that there is no limitation with respect to obligations issued or guaranteed by the U.S. Go vernment or tax-exempt obligations issued or guaranteed by any state or territory of the United States, or any of their agencies, instrumentalities or political subdivisions.
10. FedFund and T-Fund : The Funds may not purchase any securities which would cause 25% or more of the value of such Fund’s total assets at the time of such purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that there is no limitation with respect to investments in U.S. Treasury Bills, other obligations issued or guaranteed by the federal government, its agencies and instrumentalities and repurchase agreements secured by such obligations.
11. BlackRock Select Treasury Based Liquidity Fund and Treasury Trust Fund : The Funds may not purchase any securities which would cause 25% or more of the value of such Fund’s total assets at the time of such purchase to be invested in the securities of one or more issuers conducting their principal business activities in the same industry, provided that there is no limitation with respect to investments in U.S. Treasury Bills, other obligations issued or guaranteed by the federal government, its agencies and instrumentalities.
Under its non-fundamental investment restrictions, whic h may be changed by the Board without shareholder approval, each Fund may not:
1. Purchase securities of other investment companies, except to the extent permitted by the 1940 Act. As a matter of policy, however, the Fund will not purchase shares of any registered open-end investment company or registered unit investment trust, in reliance on Section 12(d)(1)(F) or (G) (the “fund of funds” provisions) of the 1940 Act, at any time the Fund has knowledge that its shares are purchased by another investment company investor in reliance on the provisions of subparagraph (G) of Section 12(d)(1).
Unless otherwise indicated or with respect to policies adopted pursuant to Rule 35d-1 under the Investment Company Act, all limitations under the Fund’s fundamental or non-fundamental investment restrictions apply only at the time that a transaction is undertaken. Any chan ge in the percentage of the Fund’s assets invested in certain securities or other instruments resulting from market fluctuations or other changes in the Fund’s total assets will not require the Fund to dispose of an investment until BlackRock determines that it is practicable to sell or close out the investment without undue market or tax consequences.
* * *
I-35
NM1026U-6033230-54/137
Page 55
For purposes of industry concentration policies applicable to MuniCash, governments or political subdivisions of governments, or their agencies or instrumentalities th at issue tax-exempt securities, are not considered to be members of any industry.
With respect to each Fund’s industry classifications , the Fund currently utilizes any one or more of the industry sub-classifications used by one or more widel y recognized market indexes or rating group indexes, and/or as defined by Fund management. The policy also will be interpreted to give broad authority to the Fund as to how to classify issuers within or among industries.
BlackRock Select Treasury Based Liquidity Fund in tends, under normal circumstances, to invest only in certain eligible reserve assets that payment stablecoin issuers are permitted to maintain under the Guiding and Establishing National Innovation for U.S. Stablecoin s (“GENIUS”) Act of 2025 and any regulations adopted thereunder.
A DDITIONAL P URCHASE AND R EDEMPTION I NFORMATION
General
Information on how to purchase and redeem each Fund’s shares is included in the applicable prospectuses. The issuance of shares is recorded on a Fund’s books. Share certificates are not issued for any shares.
If a share class permits telephone purchases and redem ptions, the Funds, their administrator and/or the distributor will employ reasonable procedures to confir m that instructions for purchases or redemptions communicated by telephone are genuine. The Funds and their service providers will not be liable for any loss, liability, cost or expense for acting upon telephone instructions that are reasonably believed to be genuine in accordance with such procedures. Each Fund may refu se a telephone redemption request if it believes it is advisable to do so.
Shares of the Funds are only registered for sale in the U United States and certain of its territories. Consequently, the Funds generally do not accept investments from non-U.S. residents.
The regulations of the Comptroller of the Currency prov ide that funds held in a fiduciary capacity by a national bank approved by the Comptroller to exercise fiduciary powers must be invested in accordance with the instrument establishing the fiduciary relationship and local law. The Trust believes that the purchase of shares of the Funds by such national banks acting on behalf of their fiduciary accounts is not contrary to applicable regulations if consistent with the partic ular account and proper under the law governing the administration of the account.
Upon receipt of a proper redemption request submitted in a timely manner and otherwise in accordance with the redemption procedures set forth in the Funds’ pr ospectuses and this SAI, the Funds will redeem the requested shares and make a payment to you in sa tisfaction thereof no later than the business day (two business days with respect to Premier Shares for those P remier Shares electing settlement two days after an order has been placed) following the redemption requ est. A Fund may postpone and/or suspend redemption and payment beyond one business day (two business days with respect to Premier Shares electing settlement two days after an order has been placed) only as follows:
a. For any period during which there is a non-routine closure of the Federal Reserve wire system or applicable Federal Reserve Banks;
b. For any period (1) during which the New York Stock Exchange (“NYSE”) is closed other than customary week-end and holiday closings or (2) during which trading on the NYSE is restricted;
c. For any period during which an emergency exists as a result of which (1) disposal of securities owned by the Fund is not reasonably practicable or (2) it is not reasonably practicable for the Fund to fairly determine the NAV of shares of the Fund;
d. For any period during which the SEC has, by rule or regulation, deemed that (1) trading shall be restricted or (2) an emergency exists;
I-36
NM1026U-6033230-55/137
Page 56
e. For any period that the SEC may by order permit for your protection; or
f. For any period during which the Fund, as part of a necessary liquidation of the Fund, has properly postponed and/or suspended redemption of shares and payment in accordance with federal securities laws (as discussed below).
At the Funds’ discretion and at the request of a share holder, the Funds may pay redemption proceeds that are under $100,000 by check to the shareholder. The F unds will normally mail redemption proceeds by check within three days following receipt of a properly comple ted request, but in any event within seven days. Proceeds sent by check will be sent to the address on record.
If the Board, including a majority of the non-interest ed Trustees, determines either that (1) a Fund has invested, at the end of a business day, less than 10% of its total assets in weekly liquid assets, or (2) in the case of a Government Fund, such Government Fund’s calcul ated NAV per share has deviated from $1.00 or such deviation is likely to occur; then the Board, subject t to certain conditions, may in the case of a Fund that the Board has determined to liquidate irrevocably, suspe nd redemptions and payment of redemption proceeds in order to facilitate the permanent liquidation of the Fund in n an orderly manner. If this were to occur, it would likely result in a delay in your receipt of your redemption proceeds.
In addition, if, in the opinion of the Trustees of t the Trust, ownership of shares has or may become concentrated to an extent which would cause a Fund t to be deemed a personal holding company, a Fund may compel the redemption of, reject any order for or refuse to give effect on the books of a Fund to the transfer of a Fund’s shares in an effort to prevent that conseque nce. A Fund may also redeem shares involuntarily if such redemption appears appropriate in light of a Fund’s responsibilities under the 1940 Act or otherwise. If the Board determines that conditions exist which make paym ent of redemption proceeds wholly in cash unwise or undesirable, a Fund may make payment wholly or pa rtly in securities or other property. Although Fund shares normally will be redeemed for cash upon receipt of a request in proper form, the Trust retains the right to redeem some or all of the Fund’s shares in-kind under unusual circumstances, in order to protect the interests of remaining shareholders or to accommodate a request by a particular shareholder that does not adversely affect the interests of the remaining sharehol ders, by delivery of securities and other assets selected from the Fund’s portfolio holdings at its discretion. In -kind payment means payment will be made in portfolio securities and other assets rather than cash. If this occu rs, the redeeming shareholder might incur brokerage or other transaction costs to convert the securities and other assets to cash. In an in-kind redemption, a p pro rata portion of a Fund’s portfolio holdings will generally be di stributed to the redeeming shareholder. Each Fund has elected, however, to be governed by Rule 18f-1 under the 1940 Act so that the Fund is obligated to redeem its shares solely in cash up to the lesser of $250,000 or 1% of its NAV during any 90-day period for any one shareholder of the Fund. The redemption price is the NAV per share next determined after the initial receipt of proper notice of redemption. In certain instances, a Fund may redeem shares p pro rata from each shareholder of record without payment of monetary consideration.
Under Rule 2a-7, the Board, or its delegate, must im pose a mandatory liquidity fee upon the sale of your Institutional Fund shares if the Institutional Fund’s tota l net redemptions on any business day exceed 5% of the Institutional Fund’s net assets, unless the liquidity costs are de minimis. Additionally, the Board, or its delegate, is permitted to impose a discretionary liquidity fee on redemptions from each Institutional Fund (up to 2%) if such fee is determined to be in the best interests of an Institutional Fund. Please see the Funds’ prospectuses for additional information about mandatory and discretionary liquidity fees.
Any institution purchasing shares on behalf of separate a ccounts will be required to hold the shares in a single nominee name (a “Master Account”). Institutions investin g in more than one of the portfolios, or classes of shares, must maintain a separate Master Account for each Fund’s class of shares. Institutions may also arrange with BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) for certain sub-accounting services (such as purchase, redemption, and dividend record k eeping). Sub-accounts may be established by name or number either when the Master Account is opened or later.
A Fund may authorize one or more Service Organizati ons to accept purchase and redemption orders on its behalf. Such Service Organizations may be authorized t to designate other interm ediaries to accept purchase
I-37
NM1026U-6033230-56/137
Page 57
and redemption orders on a Fund’s behalf. If you purchase or redeem shares through a Service Organization or its designee, that entity may have its own earli er deadlines for the receipt of the purchase or redemption order than those stated in the Funds’ prospectuses. A Fund will be deemed to have received a purchase or redemption order when a Service Organization or, if a pplicable, that Service Organization’s authorized designee, accepts the order. These orders will be priced at t the Fund’s NAV per share next calculated after they are so accepted.
Dividend Accruals — Share Classes other than Premier Shares . Fund shares normally begin accruing dividends on the business day on which the purchase order for the shares is effected and continue to accrue dividends through the day before such shares are red eemed. However, if you buy shares through a Service Organization that has contracted with a Fund to trad e through certain electronic platforms where same day cash settlement is impracticable, you will begin accru ing dividends on the business day following the day the purchase order for the shares is effected and continue to accrue dividends through (and including) the business day on which such shares are redeemed.
Dividend Accruals — Premier Shares . If your Financial Intermediary elects to settle trades on the next business day after an order is placed through the N NSCC Fund/SERV trading platform, Fund shares normally begin accruing dividends on the second business day follo wing the day on which the purchase order for the shares is effected and continue to accrue dividends t through the business day following the day such shares are redeemed.
If your Financial Intermediary elects to settle tr ades on the second business day after an order is placed through the NSCC Fund/SERV trading platform, Fund shares normally begin accruing dividends on the third business day following the day on which the purchase order for the shares is effected and continue to accrue dividends through the second business day fo llowing the day such shares are redeemed.
The Funds have not entered into any arrangemen ts with any person permitting frequent purchases and redemptions of Fund shares.
Shares of the Funds are only made available to institu tional investors purchasing on their own behalf or on behalf of their customers except that Trustees of the Trus t are eligible to purchase Institutional Shares of the Funds without regard to any minimum investme nt amount that would otherwise apply.
Conversion of Mischler Financial Group Shares to Institutional Shares . Mischler Financial Group Shares are only available for purchase by clients of Mischler Financia l Group, Inc. and its affiliates. If you are no longer a client of Mischler Financial Group, Inc., you are not eligible to hold Mischler Financial Group Shares and any Mischler Financial Group Shares you hold will be converted to Institutional Shares of the same Fund (the “Mischler Conversion”).
The Mischler Conversion will occur on the basis of the rel ative NAV of the shares of the two applicable classes on the date of conversion, without the imposition of f any sales load, fee or other charge. The Mischler Conversion will not be deemed a purchase or sale of th e shares for U.S. federal income tax purposes. Shares acquired through reinvestment of dividends on Mi schler Financial Group Shares will also convert to Institutional Shares.
Conversion of Penserra Shares to Institutional Shares . Penserra Shares are only available for purchase by clients of Penserra Securities LLC and its affiliates. If you are no longer a client of Penserra Securities LLC, you are not eligible to hold Penserra Shares and any Penserra Shares you hold will be converted to Institutional Shares of the same Fund (the “Penserra Conversion”).
The Penserra Conversion will occur on the basis of the rel ative NAV of the shares of the two applicable classes on the date of conversion, without the imposition of any sales load, fee or other charge. The Penserra Conversion will not be deemed a purchase or sale of th e shares for U.S. federal income tax purposes. Shares acquired through reinvestment of dividends on Penserra Shares will also convert to Institutional Shares.
Conversion of Great Pacific Shares to Institutional Shares . Great Pacific Shares are only available for purchase by clients of Great Pacific Securities and its affiliates. If you are no longer a client of Great Pacific Securities,
I-38
NM1026U-6033230-57/137
Page 58
you are not eligible to hold Great Pacific Shares and any Great Pacific Shares you hold will be converted to Institutional Shares of the same Fund (the “Great Pacific Conversion”).
The Great Pacific Conversion will occur on the basis of th e relative NAV of the shares of the two applicable classes on the date of conversion, without the imposition of any sales load, fee or other charge. The Great Pacific Conversion will not be deemed a purchase or sale of the shares for U.S. federal income tax purposes. Shares acquired through reinvestment of dividends on Great Pacific Shares will also convert to Institutional Shares.
Conversion of Stern Brothers Shares to Institutional Shares . Stern Brothers Shares are only available for purchase by clients of Stern Brothers & Co. and its affiliates. If you are no longer a client of Stern Brothers & Co., you are not eligible to hold Stern Brothers Shares and any Stern Brothers Shares you hold will be converted to Institutional Shares of the same Fund (the “Stern Brothers Conversion”).
The Stern Brothers Conversion will occur on the basis of th e relative NAV of the shares of the two applicable classes on the date of conversion, without the imposition of any sales load, fee or other charge. The Stern Brothers Conversion will not be deemed a purchase or sale of the shares for U.S. federal income tax purposes. Shares acquired through reinvestment of dividends on Stern Brothers Shares will also convert to Institutional Shares.
Conversion of WestCap Shares to Institutional Shares . WestCap Shares are only available for purchase by portfolio companies of WestCap Management, LLC or an affiliate thereof. If you are no longer a portfolio company of WestCap Management, LLC or an affiliate t thereof, you are not eligible to hold WestCap Shares and any WestCap Shares you hold will be converted to Institutional Shares of the same Fund (the “WestCap Conversion”).
The WestCap Conversion will occur on the basis of the rel ative NAV of the shares of the two applicable classes on the date of conversion, without the imposition of any sales load, fee or other charge. The WestCap Conversion will not be deemed a purchase or sale of th e shares for U.S. federal income tax purposes. Shares acquired through reinvestment of dividends on WestCa p Shares will also convert to Institutional Shares.
Conversion of Tigress Shares to Institutional Shares . Tigress Shares are only available for purchase by clients of Tigress Financial Partners LLC and its affiliates. If y you are no longer a client of Tigress Financial Partners LLC, you are not eligible to hold Tigress Shares and any Tigress Shares you hold will be converted to Institutional Shares of the same Fund (the “Tigress Conversion”).
The Tigress Conversion will occur on the basis of the relativ e NAV of the shares of the two applicable classes on the date of conversion, without the imposition of any sales load, fee or other charge. The Tigress Conversion will not be deemed a purchase or sale of th e shares for U.S. federal income tax purposes. Shares acquired through reinvestment of dividends on Tigress Shares will also convert to Institutional Shares.
Purchase of OnChain Shares
To obtain an account application for OnChain Shares, please contact the Fund’s service center in Wilmington, Delaware by telephone (800-441-7450; in Delaware 302-797-2350) (the “Liquidity Service Center”) or visit the website at www.blackrock.com/cash. As part of the onboarding process, a prospective shareholder must also provide their digital wallet address to the Fund’s transfer agent. The Transfer Agent retains the discretion to support only certain digital asset custodian wallets; please contact the Liquidity Service Center by telephone (800-441-7450; in Delaware 302-797-2350) to see if your pr ovider is supported. Shareholders may incur fees charged by their chosen wallet provider in connecti on with establishing and maintaining a digital wallet, which are separate from, and in addition to, any tran saction fees required by the blockchain network. Once the account application is completed and reviewed by the Fund’s transfer agent, you will be notified that you (and your wallet) have been “whitelisted”.
After being whitelisted, shareholders can place subscription orders through the Fund’s internet-based order entry portal (“Cachematrix”) or by contacting the Liquidity Service Center by telephone (800-441-7450; in
I-39
NM1026U-6033230-58/137
Page 59
Delaware 302-797-2350). In addition to being whitelisted, shareholders need to be onboarded to Cachematrix in order to place a subscription order through the portal. Purchase orders received by the Fund’s transfer agent in good order before 5:00 p.m. (Eastern Time) on each Business Day will be priced based on the next NAV calculated on that day (normally at 5:00 p.m. (Eastern Time)). To allow time for an order to be transmitted to the Fund’s transfer agent, purchase orders on Cachematrix should be submitted by 4:55 p.m. (Eastern Time) in order to receive the NAV calculated on that Business Day. Purchase orders received by the Fund’s transfer agent after 5:00 p.m. (Eastern Time) will be priced at the NAV determined on the next Business Day. Purchase orders received in good order and funded by 6:45 p.m. (Eastern Time) will result in new Tokens being minted to the investor’s shareholder wallet on the same Business Day on which the purchase order is received in good order and funded. Newly minted Tokens resulting from purchase orders received in good order will be “locked,” therefore unavailable, for p eer-to-peer transfers until the Fund opens on the next Business Day. Payment for OnChain Shares of the Fund may be made only in federal funds or other immediately available funds. If subscription proceeds are not received by the F und’s transfer agent by 6:45 p.m. (Eastern Time), the subscription order will be canceled. You may be charge d for any costs incurred by the Fund or its service providers, including any costs incurred to recompute t the Fund’s NAV, in connection with a purchase order that has been placed but for which the Fund has not r received full payment by 6:45 p.m. (Eastern Time) on the day the purchase order was placed. The Fund reserves the right to suspend or discontinue the offer and sale of its OnChain Shares and reject or cancel any purchase order for any reason. OnChain Shares of the Fund are only registered for sale in the United States and certain of its territories. Consequently, the Fund generally does not a ccept investments from non-U.S. residents.
Redemption of OnChain Shares
OnChain Shares may be redeemed on a Business Day. Sh areholders can place redemption orders by initiating an onchain redemption or, in the event that the sha reholder cannot effectuate an onchain redemption, by contacting the Liquidity Service Center (800-441-7450; in Delaware 302-797-2350), i.e. an “off-chain redemption request.”
Requests for redemptions must be received in good order by the Fund’s transfer agent by 5:00 p.m. (Eastern Time) on any Business Day. Notwithstanding the foregoing , on any day that the principal bond markets close early (as recommended by SIFMA) or the Federal Reserve Bank of Philadelphia or the NYSE closes early, the Fund may advance the time on that day by which a redempti on order must be placed so that it will be effected that day. In order for an onchain redemption request to be trea ted as having been received in good order (and therefore be effective) as of a redemption date, the OnChain Shares to be redeemed must be moved to the Fund’s administrative redemption wallet (the “Redemption Wa llet”) on the blockchain by the Fund deadline. Shareholders can find information on the Redemp tion Wallet by visiting www.blackrock.com/cash. Shareholders are advised to submit redemption orders in this manner well in advance of the final cut-off time for a day, given that there may be transaction processi ng or other delays on the blockchain network that result in your order not being received by the transfe fer agent before the final cut-off time. A transaction submitted prior to the cutoff time may nevertheless fail to satisfy the Fund’s or Transfer Agent’s finality requirements before the applicable determination is made, including as a result of network congestion, delayed block production, chain reorganizations, or ot her blockchain-related events. OnChain Shares moved to the Redemption Wallet after the Fund deadline on a Business Day (or at any time on a non-Business Day) will not be redeemed until the following Business Day. In these circumstances, a redeeming shareholder will not be able to effect further transfers of redeemed OnChain Shares but will be deemed to continue to own such OnChain Shares for all other purposes (including for accrual of dividends) until such OnChain Shares are redeemed. A shareholder will be deemed to have submitted a red emption request with respect to any OnChain Shares that it moves to the Redemption Wallet. The Fund’s tr ansfer agent will not consider OnChain Shares to have
I-40
NM1026U-6033230-59/137
Page 60
been moved to the Redemption Wallet until after it det ermines that the transaction is “final.” The Fund’s transfer agent will consider a transaction final only after (a) the transaction has been included in a block published to the blockchain and the timestamp of such block is prior to the applicable deadline and (b) a sufficient number of additional blocks have been adde d to the same chain as determined by the Fund’s transfer agent. If a redemption request is not received in n good order by the deadline on any Business Day, such amount will not be redeemed on such Business Day, unless th e deadline is modified by the Board or its duly authorized agent.
In the event that the shareholder cannot effectuate a redemption onchain, a shareholder may submit an off-chain redemption request by calling the Li quidity Service Center (800-441-7450; in Delaware 302-797-2350) before 5:00 p.m. (Eastern Time). The Liqui dity Service Center will not accept any shareholder redemption requests after 5:00 p.m. (Eastern Time). To effect an off-chain redemption, the Fund’s transfer agent will remove (or “burn”) the corresponding Tokens from the shareholder’s digital wallet.
If redemption orders are received by the Fund’s transfer agent on a Business Day by the established deadlines, Tokens will be burned from the Redemption Wallet on the same Business Day on which the redemption request is received in good order, and payment for redeem ed OnChain Shares will typically be wired in federal funds on that same day, provided the Fund’s custodi an is also open for business. Proceeds for redemption orders received on a day when the Fund’s custodian is clo sed are normally wired in federal funds on the next Business Day following redemption on which the Fund’s custodian is open for business.
Shareholders will generally be required to pay transa ction fees (sometimes referred to as “gas” fees) to validators on the blockchain in order to facilitate sh areholder-initiated transactions, including redemptions. On Ethereum, such fees are paid in the form of ETH, t the digital asset native to the Ethereum blockchain. In connection with shareholder-initiated transactions, an in vestor must purchase or maintain a sufficient amount of the blockchain network’s native digital asset in such h investor’s digital wallet on the blockchain to pay the “gas” fees associated with such transactions. By contra st, with respect to blockchain transactions initiated by the Fund, the Fund’s transfer agent, or another servi ce provider to the Fund in accordance with the Fund’s governing documents and/or applicable law, sharehol ders will generally not be required to pay associated transaction fees.
The Fund may suspend the right of redemption or postpone the date of payment under the conditions described under “Additional Purchase and Redemption Information” in the Fund’s prospectus.
Notwithstanding the foregoing, on any day that the principal bond markets close early (as recommended by SIFMA) or the Federal Reserve Bank of Philadelphia or the NYSE closes early, the Fund may advance the time on that day by which a redemption order must be p placed so that it will be effected that day.
Contact the Fund’s office at (800) 441-7450 for specific information.
The Fund shall have the right to redeem OnChain Sha res held by any shareholder if the value of such OnChain Shares is less than $100,000 (other than due to market fluctuations), after 60 days’ prior written notice to the shareholder. If during the 60-day peri od the shareholder increases the value of its OnChain Shares to $100,000 or more, no such redemption shall take place. If the value of a shareholder’s OnChain Shares falls below an average of $100,000 in any particular calendar month, the account may be charged a service fee with respect to that month. Any such redemp tion shall be effected at the NAV next determined after the redemption order is entered.
In addition, the Fund may redeem OnChain Shares invo luntarily under certain special circumstances described in the SAI under “Additional Purchase and Redemption In formation.” A Financial Intermediary redeeming OnChain Shares of the Fund on behalf of its customers is responsible for transmitting orders to such Fund in accordance with its customer agreements.
Under normal and stressed market conditions, the Fund ty pically expects to meet redemption requests by using cash or cash equivalents in its portfolio or by selling portfolio assets to generate additional cash.
I-41
NM1026U-6033230-60/137
Page 61
Net Asset Value
NAV per share of each share in a particular Fund is ca lculated by adding the value of all portfolio securities and other assets belonging to a Fund, subtracting the Fund’s liabilities, and dividing the result by the number of outstanding shares in the Fund. “Assets belongin g to” a Fund consist of the consideration received upon the issuance of Fund shares together with all income, earnings, profits and proceeds derived from the investment thereof, including any proceeds from the sale of such investments, any funds or payments derived from any reinvestment of such proceeds, and a portion of any general assets not belonging to a particular portfolio. Assets belonging to a Fund are charged with th e direct liabilities of that Fund and with a share of the general liabilities of the Trust allocated on a daily basis in proportion to the relative net assets of each series of the Trust. Determinations made in good faith h and in accordance with generally accepted accounting principles by the Board as to the allocation of any assets or liabilities with respect to a Fund are conclusive. The expenses that are charged to a Fund are borne equally by each share of the Fund, and payments to Service Organizations are borne solely by the Administration Shares, Capital Shares, Cash Management Shares, Cash Reserve Shares, Dollar Shares, Private Client Shares and Select Shares, as applicable.
Government Funds
In computing the NAV of its shares for purposes of sa les and redemptions, each Government Fund uses the amortized cost method of valuation pursuant to Rule 2a-7. Under this method, a Government Fund values each of its portfolio securities at cost on the date of f purchase and thereafter assumes a constant proportionate accretion of any discount or amortization of any premiu m until maturity of the security. As a result, the value of a portfolio security for purposes of determining NAV AV normally does not change in response to fluctuating interest rates. While the amortized cost method seems t to provide certainty in portfolio valuation, it may result in valuations of a Government Fund’s securities which a re higher or lower than the market value of such securities.
The Board has also established procedures, pursuant to r rules promulgated by the SEC, that are intended to stabilize each Government Fund’s NAV per share for p purposes of sales and redemptions at $1.00. Such procedures include the determination at least daily, and at such other intervals as the Board deems appropriate, of the extent, if any, to which a Governme nt Fund’s NAV per share calculated by using available market quotations deviates from $1.00 per share. In th e event such deviation exceeds 1/2 of 1%, the Board will promptly consider what action, if any, should be in itiated. If the Board believes that the amount of any deviation from a Government Fund’s $1.00 amortized cost t price per share may result in material dilution or other unfair results to investors or existing shareholders, it will take such steps as it considers appropriate to eliminate or reduce to the extent reasonably practicab le any such dilution or unfair results. These steps may include selling portfolio instruments prior to maturity y to realize capital gains or losses or to shorten a Government Fund’s average portfolio maturity, redeemin g shares in kind, reducing or withholding dividends, or utilizing a NAV per share determined by using available market quotations.
Institutional Funds
In computing the NAV of its shares for purposes of sa les and redemptions, each Institutional Fund values its portfolio securities as described below and will quote its NAV per share to the fourth decimal place ( e.g. , $1.0000), which NAV per share is expected to fluctuate from time to time.
Valuation of assets held by each Institutional Fund is performed as follows:
Fixed-Income Investments . Fixed-income securities are generally valued using bid prices provided by dealers or prices (including evaluated prices) supplied by th e Fund’s approved independent third-party pricing services, each in accordance with BlackRock’s polic ies and procedures (the “Valuation Procedures”). The pricing services may use valuation models that utilize certain inputs and assumptions to derive values, including transaction data (e.g., recent representative bi ds and offers), credit quality information, perceived market movements, news, and other relevant info rmation and by other methods, which may include consideration of: yields or prices of securities of compar able quality, coupon, maturity and type; indications as
I-42
NM1026U-6033230-61/137
Page 62
to values from dealers; general market conditions; a nd/or other factors and assumptions. Pricing services generally value fixed-income securities assuming orderly tr ansactions of an institutional round lot size, but the Fund may hold or transact in such securities in smaller, odd lot sizes. Odd lots may trade at lower prices than institutional round lots. The amortized cost method of val uation may be used with respect to debt obligations with 60 days or less remaining to maturity unless su ch method does not represent fair value. Certain fixed income investments, including asset-backed and mort gage related securities, may be valued based on valuation models that consider the estimated cash flows of each h tranche of the issuer, establish a benchmark yield and develop an estimated tranche specific spread to the benchmark yield based on the unique attributes of the tranche.
Other Investment Companies . Shares of underlying open-end funds (including money market funds) are valued at NAV. Shares of underlying exchange-traded closed-end funds or other exchange-traded funds (“ETFs”) will be valued at their most recent closing price.
General Valuation Information. In determining the market value of f portfolio investments, the Fund may employ independent third party pricing services, wh ich may use, without limitation, evaluated pricing methods that take into consideration market indexes, matrices, yield curves and other specified inputs and assumptions. This may result in the assets being valued at t a price different from the price that would have been determined had the evaluated pricing method not t been used. The price the Fund could receive upon the sale of any particular portfolio investment may d iffer from the Fund’s valuation methodology or a price provided by an independent pricing service. As a result, the price received upon the sale of an investment may be less than the value ascribed by the Fund, and the Fund could realize a greater than expected loss or lesser than expected gain upon the sale of the investment. The Fund’s ability to value its investments may also be impacted by technological issues and/or errors by pricing services or other third party service providers.
Prices obtained from independent third party pricing serv ices, broker-dealers or market makers to value each Institutional Fund’s securities and other assets and liabiliti es are based on information available at the time the Institutional Fund values its assets and liabilities. In the event that a pricing service quotation is revised or updated subsequent to the day on which the Institutiona l Fund valued such security, the revised pricing service quotation generally will be applied prospectively. Such determination will be made considering pertinent facts and circumstances surrounding the revision.
In the event that application of the methods of valua tion discussed above result in a price for a security which is deemed not to be representative of the fair market t value of such security, the security will be valued by, under the direction of or in accordance with a method a pproved by BlackRock, the Fund’s valuation designee, as reflecting fair value. All other assets and liabilities (including securities for which market quotations are not readily available) held by an Institutional Fund (including g restricted securities and private market investments, as applicable) are valued at fair value as determined d in good faith by BlackRock pursuant to the Valuation Procedures.
Certain of the securities acquired by the Institutional Funds may be traded on foreign exchanges or OTC markets on days on which an Institutional Fund’s NAV is not calculated. In such cases, the NAV of an Institutional Fund’s shares may be significantly affect ed on days when investors can neither purchase nor redeem shares of the Fund.
Fair Value . When market quotations are not readily available or are believed by BlackRock to be unreliable, the Fund’s investments are valued at fair value (“Fa ir Value Assets”). Fair Value Assets are valued by BlackRock in accordance with the Valuation Procedu res. Pursuant to Rule 2a-5 under the Investment Company Act, the Board has designated BlackRock as the valuation designee for the respective funds for which it serves as investment adviser. BlackRock may rea sonably conclude that a market quotation is not readily available or is unreliable if, among other things, a security or other asset or liability does not have a price source due to its complete lack of tradin g, if BlackRock believes a market quotation from a broker-dealer or other source is unreliable (e.g., where it varies significantly from a recent trade, or no longer reflects the fair value of the security or other asset t or liability subsequent to the most recent market quotation), or where the security or other asset or liability y is only thinly traded or due to the occurrence of a
I-43
NM1026U-6033230-62/137
Page 63
significant event subsequent to the most recent market quotation. For this purpose, a “significant event” is deemed to occur if BlackRock determines, in its rea sonable business judgment, that an event has occurred after the close of trading for an asset or liability but p prior to or at the time of pricing the Fund’s assets or liabilities, is likely to cause a material change to the last t exchange closing price or closing market price of one or more assets or liabilities held by the Fund. On any day the NYSE is open and a foreign market or the primary exchange on which a foreign asset or liability is t traded is closed, such asset or liability will be valued using the prior day’s price, provided that BlackRock is not aware of any significant event or other information that would cause such price to no longer reflect the fair v value of the asset or liability, in which case such asset or liability would be treated as a Fair Value Asset.
BlackRock’s Rule 2a-5 Committee is responsible for reviewing and approving methodologies by investment type and significant inputs used in the fair valuation of f Fund assets or liabilities. In addition, the Institutional Funds’ accounting agent assists BlackRock by periodica lly endeavoring to confirm the prices it receives from all third-party pricing services, index providers and br oker-dealers. BlackRock regularly evaluates the values assigned to the securities and other asset s and liabilities of the Institutional Funds.
When determining the price for a Fair Value Asset, BlackRock will seek to determine the price that an Institutional Fund might reasonably expect to receive from m the current sale of that asset or liability in an arm’s-length transaction on the date on which the asset or liability is being valued, and does not seek to determine the price an Institutional Fund might reasonably expect to receive for selling an asset or liability at a later time or if it holds the asset or liability to matu rity. Fair value determinations will be based upon all available factors that BlackRock deems relevant at th e time of the determination, and may be based on analytical values determined by BlackRock usin g proprietary or third-party valuation models.
Fair value represents a good faith approximation of the val ue of an asset or liability. When determining the fair value of an investment, one or more fair value m methodologies may be used (depending on certain factors, including the asset type). For example, the investment m ay be initially priced based on the original cost of the investment or, alternatively, using proprietary or third-party models that may rely upon one or more unobservable inputs. Prices of actual, executed or histor ical transactions in the relevant investment (or comparable instruments) or, where appropriate, an apprai sal by a third-party experienced in the valuation of similar instruments, may also be used as a basis for estab lishing the fair value of an investment. The fair value of one or more assets or liabilities may not, in retrospect, be the price at which those assets or liabilities could have been sold during the period in which the particular fair values were used in determining an Institutional Fund’s NAV. As a result, an Institutional Fund’s sale or r redemption of its shares at NAV, at a time when a holding or holdings are valued at fair value, may have th e effect of diluting or increasing the economic interest of existing shareholders.
Each Institutional Fund’s annual audited financial st atements, which are prep ared in accordance with accounting principles generally accepted in the U United States of America (“US GAAP”), follow the requirements for valuation set forth in Financial A Accounting Standards Board Accounting Standards Codification Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), which defines and establishes a framework for measuring fair value under US GAAP and expands financial statement disclosure requirements relating to fair value measurements.
Generally, ASC 820 and other accounting rules applicable to funds and various assets in which they invest are evolving. Such changes may adversely affect an Ins titutional Fund. For example, the evolution of rules governing the determination of the fair market value of assets or liabilities, to the extent such rules become more stringent, would tend to increase the cost and/or re duce the availability of third-party determinations of fair market value. This may in turn increase the costs asso ciated with selling assets or affect their liquidity due to the Institutional Fund’s inability to obtain a th ird-party determination of fair market value.
I-44
NM1026U-6033230-63/137
Page 64
M ANAGEMENT OF THE F UNDS Information on Trustees and Officers
The Board consists of fifteen individuals (each, a “Trus tee”), thirteen of whom are not “interested persons” of the Trust as defined in the 1940 Act (the “Independent t Trustees”). The registered investment companies advised by the Manager or its affiliates (the “BlackRock- advised Funds”) are organized into the BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Comp lex, and the iShares Complex (each, a “BlackRock Fund Complex”). The Trust is included in the BlackR ock Fund Complex referred to as the BlackRock Multi Asset Complex. The Trustees also oversee as board members the operations of the other open-end registered investment companies included in the BlackRock Multi-Asset Complex.
The Board has overall responsibility for the oversight of th e Trust and each Fund. The Chair of the Board is an Independent Trustee, and the Chair of each Board d committee (each, a “Committee”) is an Independent Trustee. The Board has five standing Committees: an Audit Committee, a Governance and Nominating Committee, a Compliance Committee, a Perfor mance Oversight Committee and an Ad Hoc Topics Committee. The role of the Chair of the Board is to presi de at all meetings of the Board and to act as a liaison with service providers, officers, attorneys and other Trus tees generally between meetings. The Chair of each Committee performs a similar role with respect to the Co mmittee. The Chair of the Board or the Chair of a Committee may also perform such other functions as m ay be delegated by the Board or the Committee from time to time. The Independent Trustees meet regularly y outside the presence of Fund management, in executive session or with other service providers to each Fund. The Board has regular meetings five times a year, and may hold special meetings if required before its next regular meeting. Each Committee meets regularly to conduct the oversight functions delegated to that Comm ittee by the Board and reports its findings to the Board. The Board and each standing Committee conduct annual assessments of their oversight function and structure. The Board has determined that the Board’s le adership structure is appropriate because it allows the Board to exercise independent judgment over management and to allocate areas of responsibility among Committees and the full Board to enhance effective oversight.
The Board has engaged the Manager to manage each Fund on a day-to-day basis. The Board is responsible for overseeing the Manager, other service providers, the op erations of each Fund and associated risks in accordance with the provisions of the 1940 Act, state law, ot her applicable laws, the Trust’s charter, and each Fund’s investment objective and strategies. The Board rev iews, on an ongoing basis, each Fund’s performance, operations and investment strategies and techniques. The Board also conducts reviews of the Manager and its role in running the operations of each Fund.
Day-to-day risk management with respect to each Fund is the responsibility of the Manager or of sub-advisers or other service providers (depending on the nature of th e risk), subject to the supervision of the Manager.
Each Fund is subject to a number of risks, including i investment, compliance, operational and valuation risks, among others. While there are a number of risk man agement functions performed by the Manager and the sub-advisers or other service providers, as applicable, it is not possible to eliminate all of the risks applicable to the Funds. Risk oversight forms part of the Board’s general oversight of each Fund and is addressed as part of various Board and Committee activities. The Board, directly or through a Committee, also reviews reports from, among others, management, the independent registered public accounting firm for each Fund, sub-advisers and internal auditors for the investment ad viser or its affiliates, as appropriate, regarding risks faced by each Fund and management’s or the servi ce provider’s risk functions. The Committee system facilitates the timely and efficient consideration of matters by the Trustees, and facilitates effective oversight of compliance with legal and regulatory requirements and of each Fund’s activities and associated risks. The Board has appointed a Chief Compliance Officer, who ov ersees the implementation and testing of the Trust’s compliance program and reports to the Board regardi ng compliance matters for the Funds and their service providers. The Independent Trustees have engaged independe nt legal counsel to assist them in performing their oversight responsibilities.
Audit Committee. The members of the Audit Committee (the “Audit Committee”) are Henry R. Keizer (Chair), Neil A. Cotty, Jeffrey Jarczyk, Lori Richards, Kenneth L. Urish and Claire A. Walton, all of whom
I-45
NM1026U-6033230-64/137
Page 65
are Independent Trustees. The principal responsibilities of the Audit Committee are to approve, and recommend to the full Board for approval, the selection, retention, termination and compensation of each Fund’s independent registered public accounting firm (th e “Independent Registered Public Accounting Firm”) and to oversee the Independent Registered Public A Accounting Firm’s work. The Audit Committee’s responsibilities include, without limitation, to (1) evaluate the qualifications and independence of the Independent Registered Public Accounting Firm; (2) a pprove all audit engagement terms and fees for each Fund; (3) review the conduct and results of each i ndependent audit of each Fund’s annual financial statements; (4) review any issues raised by the I ndependent Registered Public Accounting Firm or Fund management regarding the accounting or financial reporting policies and practices of each Fund and the internal controls of each Fund and certain service providers; (5) oversee the performance of each Fund’s Independent Registered Public Accounting Firm; (6) r review and discuss with management and each Fund’s Independent Registered Public Accounting Firm the p erformance and findings of each Fund’s internal auditors; (7) discuss with Fund management its policies r regarding risk assessment and risk management as such matters relate to each Fund’s financial reporting and controls; (8) resolve any disagreements between Fund management and the Independent Registered Public A Accounting Firm regarding financial reporting; and (9) undertake such other duties and responsibilities as may fr om time to time be delegated by the Board to the Audit Committee. The Board has adopted a written chart er for the Audit Committee. During the fiscal year ended October 31, 2025, the Audit Committee met four times.
Governance and Nominating Committee. The members of the Governance and Nominating Committee (the “Governance Committee”) are Cynthia A. Montgomery (Chair), Christopher J. Ailman, Susan J. Carter, Collette Chilton, Henry R. Keizer and Marc D. Stern, all of whom are Independent Trustees. The principal responsibilities of the Governance Committee are to (1) id entify individuals qualified to serve as Independent Trustees of the Trust and recommend Independent Tr ustee nominees for election by shareholders or appointment by the Board; (2) advise the Board w with respect to Board composition, procedures and committees (other than the Audit Committee); (3) oversee periodic self-assessments of the Board and committees of the Board (other than the Audit Committee); (4) review and make recommendations regarding Independent Trustee compensation; (5) monitor co rporate governance matters and develop appropriate recommendations to the Board; (6) act as the admini strative committee with respect to Board policies and procedures, committee policies and procedures (other than the Audit Committee) and codes of ethics as they relate to Independent Trustees; and (7) undertake such h other duties and responsibilities as may from time to time be delegated by the Board to the Governan ce Committee. The Governance Committee may consider nominations for Trustees made by each Fund’s sha reholders as it deems appropriate. Under the Trust’s Amended and Restated Bylaws (“Bylaws”), sharehold ers must follow certain procedures to nominate a person for election as a Trustee at a shareholder meeting at which Trustees are to be elected. Under these advance notice procedures, notice of the proposed nominee to the Secretary of the Trust must be delivered to or mailed and received at the principal executive offices of the Trus t not later than the close of business on the fifth day following the day on which notice of the date of the mee ting was mailed or public disclosure of the date of the meeting was made, whichever first occurs. The Trust’s Bylaws provide that notice of a proposed nomination must include certain information about the shareholder and the nominee, as well as certain other information, including a written consent of the proposed nominee to serve if elected. Reference is made to the Trust’s Bylaws for more details. The Board has adopted a writte n charter for the Governance Committee. During the fiscal year ended October 31, 2025, the Governance Committee met ten times.
Compliance Committee. The members of the Compliance Comm ittee (the “Compliance Committee”) are Claire A. Walton (Chair), Jeffrey Jarczyk Cynthia A. Montgomery, Donald C. Opatrny, Lori Richards and Kenneth L. Urish, all of whom are Independent Trus tees. The Compliance Committee’s purpose is to assist the Board in fulfilling its responsibility to oversee regulat ory and fiduciary compliance matters involving the Trust, the fund-related activities of BlackRock and any sub-adviser and the Trust’s third-party service providers. The Compliance Committee’s responsibiliti es include, without limitation, to (1) oversee the compliance policies and procedures of the Trust and its service providers and recommend changes or additions to such policies and procedures; (2) r review information on and, where appropriate, recommend policies concerning the Trust’s compliance with applic able law; (3) review reports from, oversee the annual
I-46
NM1026U-6033230-65/137
Page 66
performance review of, and make certain recommendations and determinations regarding the Trust’s Chief Compliance Officer (the “CCO”), including determin ing the amount and structure of the CCO’s compensation and recommending such amount and structu re to the full Board for approval and ratification; and (4) undertake such other duties and responsibilities as m ay from time to time be delegated by the Board to the Compliance Committee. The Board has adopted a wr itten charter for the Compliance Committee. During the fiscal year ended October 31, 2025, the Compliance Committee met four times.
Performance Oversight Committee. T The members of the Performance Oversight Committee (the “Performance Oversight Committee”) are Donald C. Opatrn y (Chair), Christopher J. Ailman, Susan J. Carter, Collette Chilton, Neil A. Cotty and Marc D. Stern, all of whom are Independent Trustees. The Performance Oversight Committee’s purpose is to assist the Board d in fulfilling its responsibility to oversee each Fund’s investment performance relative to its agreed-upon p erformance objectives and to assist the Independent Trustees in their consideration of investment advi sory agreements. The Performance Oversight Committee’s responsibilities include, without limitation, to (1) review information on, and make recommendations to the full Board in respect of, each Fund’s investment objec tive, policies and practices; (2) review information on each Fund’s investment performance; (3) review in formation on appropriate benchmarks and competitive universes and unusual or exceptional investment matters; (4) review personnel and other resources devoted to management of each Fund and evaluate the nature and quality of information furnished to the Performance Oversight Committee; (5) recommend any required action regarding changes in fundamental and non-fundamental investment policies and restrictions, fund mergers or liquidations; (6) request and review information on the nature, extent and quality of services provided to the shareholders; (7) make recommendations to the Board concerning the approval or r renewal of investment advisory agreements; and (8) undertake such other duties and responsibilities as may fr om time to time be delegated by the Board to the Performance Oversight Committee. The Board has adopt ed a written charter for the Performance Oversight Committee. During the fiscal year ended October 31, 2025, the Performance Oversight Committee met five times.
Ad Hoc Topics Committee. T The members of the Ad Hoc Topics Committee (the “Ad Hoc Topics Committee”) are Mark Stalnecker (Chair) and Claire A. W Walton, both of whom are Independent Trustees, and John M. Perlowski, who serves as an interested Trustee. The principal responsibilities of the Ad Hoc Topics Committee are to (1) act on routine matters between m meetings of the Board; (2) act on such matters as may require urgent action between meetings of the Board ; and (3) exercise such other authority as may from time to time be delegated to the Ad Hoc Topics Comm ittee by the Board. The Board has adopted a written charter for the Ad Hoc Topics Committee. During the fiscal year ended October 31, 2025, the Ad Hoc Topics Committee did not meet.
The Governance Committee has adopted a statement of p policy that describes the experience, qualifications, skills and attributes that are necessary and desirable for potential Independent Trustee candidates (the “Statement of Policy”). The Board believes that each I ndependent Trustee satisfied, at the time he or she was initially elected or appointed a Trustee, and continues to satisfy, the standards contemplated by the Statement of Policy. Furthermore, in determining that a par ticular Independent Trustee was and continues to be qualified to serve as a Trustee, the Board has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that, collectively, the Independent Trustees have balanced and diverse experience, skills, attributes and qualifications, which allo w the Board to operate effectively in governing the Trust and protecting the interests of shareholders. Am ong the attributes common to all Independent Trustees are their ability to review critically, evaluate, question a nd discuss information provided to them, to interact effectively with each Fund’s investment adviser, s ub-advisers, other service providers, counsel and the Independent Registered Public Accounting Firm, a nd to exercise effective business judgment in the performance of their duties as Trustees.
Each Trustee’s ability to perform his or her duties e ffectively is evidenced by his or her educational background or professional training; business, consulting, public service or academic positions; experience from service as a board member of the Trust and the other funds in the BlackRock Fund Complexes (and any predecessor funds), other investment funds, public comp anies, non-profit entities or other organizations;
I-47
NM1026U-6033230-66/137
Page 67
ongoing commitment to and participation in Board and Committee meetings, as well as his or her leadership of standing and ad hoc committees throughout the years; or other relevant life experiences.
The table below discusses some of the experiences, qualific ations and skills of each of the Trustees that support the conclusion that each Trustee should serve on the Board.
Trustees Experience, Qualifications and Skills
Independent Trustees Christopher J. Ailman Christopher Ailman has more than 30 years of experience in the financial services industry, including most recently serving as Chief Investment Officer of the California State Teachers Retirement System (CalSTRS) from 2000 to June 2024 where he led its investment program. Mr. Ailman currently is a principal at Ailman Advisers. In addition, he has held various roles in the industry, including as member and chair of the asset owner committee of the Kroner Center for Financial Research, chairman of the North American Chapter of the 300 Club of Global CIOs, and co-chair of the Milken Global Capital Markets Advisory Council. These positions have provided Mr. Ailman with considerable investment expertise across asset classes and strategies, and insight and perspective on the markets and the economy. In addition, Mr. Ailman serves as a member of the Governance Committee and the Performance Oversight Committee. Susan J. Carter Susan J. Carter has over 35 years of experience in investment management. She has served as President & Chief Executive Officer of Commonfund Capital, Inc. (“CCI”), a registered investment adviser focused on non-profit investors, from 1997 to 2013, Chief Executive Officer of CCI from 2013 to 2014 and Senior Advisor to CCI in 2015. Ms. Carter also served as director of the Pacific Pension Institute from 2014 to 2018, trustee to the Financial Accounting Foundation from 2017 to 2021, Advisory Board Member for the Center for Private Equity and Entrepreneurship at Tuck School of Business from 1997 to 2021, Advisory Board Member for Bridges Fund Management from 2016 to 2018, Advisory Board Member for Girls Who Invest from 2015 to 2018 and Board Member thereof from 2018 to 2022, and Practitioner Advisory Board Member for Private Capital Research Institute (“PCRI”) from 2017 to 2024. She currently serves as Member of the President’s Counsel for CCI. These positions have provided her with insight and perspective on the markets and the economy. Collette Chilton Collette Chilton has over 20 years of experience in investment management. She held the position of Chief Investment Officer of Williams College from October 2006 to June 2023. Prior to that she was President and Chief Investment Officer of Lucent Asset Management Corporation, where she oversaw
$ gp
approximately $40 billion in pension and retirement savings assets for the company. These positions have provided her with insight and perspective on the markets and the economy. Neil A. Cotty Neil A. Cotty has more than 30 years of experience in the financial services industry, including 19 years at Bank of America Corporation and its affiliates, where he served, at different times, as the Chief Financial Officer of various businesses including Investment Banking, Global Markets, Wealth Management and Consumer and also served ten years as the Chief Accounting Officer for Bank of America Corporation. Mr. Cotty has been determined by the Audit Committee to be an audit committee financial expert, as such term is defined in the applicable Commission rules. Jeffrey Jarczyk Jeffrey Jarczyk is a CPA and has more than 30 years of experience in the financial services industry, including over 19 years at Fidelity Investments, where he served, at different times, as the Chief Auditor and the Chief Accounting Officer of Fidelity Investments’ parent company, FMR LLC. Prior to working at Fidelity, Mr. Jarczyk was a partner at Deloitte and Arthur Andersen for approximately seventeen years. These positions have allowed him to work extensively with audit and risk committees and company executives helping to identify, manage and mitigate risks for financial services companies. Mr. Jarczyk also served as consultant to the Independent Trustees prior to becoming an Independent Trustee. Henry R. Keizer Henry R. Keizer brings over 40 years of executive, financial, operational, strategic and global expertise gained through his 35 year career at KPMG, a global professional services organization and by his service as a director to both publicly and privately held organizations. He has extensive experience with issues facing complex, global companies and expertise in financial reporting, accounting, auditing, risk management, and regulatory affairs for such companies. Mr. Keizer’s experience also includes service as an audit committee chair to both publicly and privately held organizations across numerous industries including professional services, property and casualty reinsurance, insurance, diversified financial services, banking, direct to consumer, business to business and technology. Mr. Keizer is a certified public accountant and also served on the board of the American Institute of Certified Public Accountants. Mr. Keizer has been determined by the Audit Committee to be an audit committee financial expert, as such term is defined in the applicable Commission rules. Cynthia A. Montgomery Cynthia A. Montgomery has served for over 20 years on the boards of registered investment companies, most recently as a member of the boards of certain BlackRock-advised Funds and predecessor funds, including the legacy Merrill Lynch Investment Managers, L.P. (“MLIM”) funds. The Board benefits from Ms. Montgomery’s more than 20 years of academic experience as a professor at Harvard Business School where she taught courses on corporate strategy and corporate governance. Ms. Montgomery also has business management and corporate governance experience through her service on the corporate boards of a variety of public companies. She has also authored numerous articles and books on these topics. Donald C. Opatrny Donald C. Opatrny has more than 40 years of business, oversight and executive experience, including through his service as president, director and investment committee chair for academic and not-for-profit organizations, and his experience as a partner, managing director and advisory director at Goldman Sachs for 32 years. He also has investment management experience as a board member of Athena Capital Advisors LLC.
I-48
NM1026U-6033230-67/137
Page 68
Trustees Experience, Qualifications and Skills Lori Richards Lori Richards has more than 30 years of experience in the financial services industry, most notably as the first Director of the Office of Compliance Inspections and Examinations (“OCIE”) of the Securities and Exchange Commission (“SEC”) from 1995 to 2009. During 14 years as the Director of OCIE, she led the SEC’s nationwide examination oversight program for advisers, mutual funds, hedge funds, broker-dealers, stock exchanges, and other industry firms. Prior to that, from 1985 to 1995, she held various roles at the SEC, including Associate Director for Enforcement for the SEC’s Pacific Regional Office and executive assistant and senior advisor to then SEC Chairman Arthur Levitt. More recently, Ms. Richards served as Chief Compliance Officer of the Asset and Wealth Management global lines of business at JPMorgan Chase & Co. from 2013 to 2018 where she led its global compliance program, advised business leaders on compliance issues, oversaw risk assessment, monitoring, testing and training, and maintained relationships with regulators. In addition, Ms. Richards served as a member of the National Adjudicatory Council of the Financial Industry Regulatory Authority (FINRA) from 2019 to 2022 and held the chair and vice chair posts during her tenure. Prior thereto, from 2010 to 2013, she was a Principal at PricewaterhouseCoopers LLP (“PwC”) and co-leader of its Asset Management Regulatory group. At PwC, she assisted a broad range of financial services clients in designing and implementing risk management and compliance programs, and preparing for new regulatory expectations. These positions have provided her with insight and perspective on the markets and the economy, as well as asset management regulation and compliance. In addition, Ms. Richards serves as a member of the Audit Committee and the Compliance Committee. Mark Stalnecker Mark Stalnecker has gained a wealth of experience in investing and asset management from his over 13 years of service as the Chief Investment Officer of the University of Delaware as well as from his various positions with First Union Corporation, including Senior Vice President and State Investment Director of First Investment Advisors. The Board benefits from his experience and perspective as the Chief Investment Officer of a university endowment and from the oversight experience he gained from service on various private and non-profit boards. Marc D. Stern Marc D. Stern has more than 30 years of experience in investing and asset management. Mr. Stern served as the Chief Executive Officer at Bessemer Trust, a wealth management business, for 13 years. During his tenure at Bessemer Trust, Mr. Stern served on the firm’s board of directors, chaired the board’s trust and investment committee, and led the firm’s executive committee. He also served as Bessemer’s Chief Investment Officer for 8 years, where he was Chair of the Investment Policy and Strategy Committee with responsibility for overall asset allocation and investment strategy. Mr. Stern also served as Chair of the Private Clients Investment group at AllianceBernstein. These positions provide Mr. Stern with insight and perspective into investment management, the economy, and fiduciary governance. Mr. Stern also served as consultant to the Independent Trustees prior to becoming an Independent Trustee. Kenneth L. Urish Kenneth L. Urish has served for over 15 years on the boards of registered investment companies, most recently as a member of the boards of certain BlackRock-advised Funds and predecessor funds, including the legacy BlackRock funds. He has over 30 years of experience in public accounting. Mr. Urish has served as a managing member of an accounting and consulting firm. Mr. Urish has been determined by the Audit Committee to be an audit committee financial expert, as such term is defined in the applicable Commission rules. Claire A. Walton Claire A. Walton has over 25 years of experience in investment management. She has served as the Chief Operating Officer and Chief Financial Officer of Liberty Square Asset Management, LP from 1998 to 2015, an investment manager that specialized in long/short non-U.S. equity investments, and was an owner and General Partner of Neon Liberty Capital Management, LLC from 2003 to 2023, a firm focusing on long/short equities in global emerging and frontier markets. These positions have provided her with insight and perspective on the markets and the economy. Ms. Walton has been determined by the Audit Committee to be an audit committee financial expert, as such term is defined in the applicable Commission rules. Interested Trustees Robert Fairbairn Robert Fairbairn has more than 25 years of experience with BlackRock, Inc. and over 30 years of experience in finance and asset management. In particular, Mr. Fairbairn’s positions as Vice Chairman of BlackRock, Inc., Member of BlackRock’s Global Operating Committee and Co-Chair of BlackRock’s Human Capital Committee provide the Board with a wealth of practical business knowledge and leadership. In addition, Mr. Fairbairn has global investment management and oversight experience through his former positions as Member of BlackRock’s Global Executive Committee, Global Head of
® BlackRock’s Retail and iShares ® businesses, Head of BlackRock’s Global Client Group, Chairman of BlackRock’s international businesses and his previous oversight over BlackRock’s Strategic Partner Program and Strategic Product Management Group. Mr. Fairbairn also serves as a board member for the funds in the BlackRock Fixed-Income Complex. John M. Perlowski John M. Perlowski’s experience as Senior Managing Director of BlackRock, Inc. since 2026, as Managing Director of BlackRock, Inc. from 2009 to 2025, as the Head of BlackRock Global Business Operations Services since 2009, and as President and Chief Executive Officer of the BlackRock-advised Funds provides him with a strong understanding of the BlackRock-advised Funds, their operations, and the business and regulatory issues facing the BlackRock-advised Funds. Mr. Perlowski’s prior position as
Truncated: This annotation is too large to fit.
View the raw JSON.
{
"annotation_id": "7e92483c-c43f-41d8-b620-1b85b9344a40",
"date_created": "2026-10-19T22:17:58.579000Z",
"date_modified": "2026-10-19T22:17:58.579000Z",
"file_hash": "eb6863ef8d23e23cba21f9b201bcb4f18aa6c4a2a7589e0c88e4b6a332352b8e",
"private": false,
"record": {
"attributes": {
"chunk_type": "page_range",
"end_page": 137,
"start_page": 1
},
"blocks": [
{
"block_type": "box",
"box": {
"height": 12,
"width": 296,
"x": 116,
"y": 87
},
"id": "7eaba376-4b18-483b-8e72-b3465af9d686",
"page_number": 1,
"text": "BlackRock Advantage Global Fund, Inc."
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 325,
"x": 116,
"y": 103
},
"id": "24ea5154-7c97-4c8b-bf04-34168cce38ba",
"page_number": 1,
"text": "BlackRock Advantage SMID Cap Fund, Inc."
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 266,
"x": 116,
"y": 118
},
"id": "2c7a5b11-c995-4d05-90ea-97c6560d1392",
"page_number": 1,
"text": "BlackRock Allocation Target Shares"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 232,
"x": 116,
"y": 134
},
"id": "122b3df0-4051-44f2-b409-9758628a2fd8",
"page_number": 1,
"text": "BlackRock Balanced Fund, Inc."
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 203,
"x": 116,
"y": 150
},
"id": "7b2ff6f2-1c99-46d9-a0ff-a2ff7d02162e",
"page_number": 1,
"text": "BlackRock Bond Fund, Inc."
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 331,
"x": 116,
"y": 165
},
"id": "ec69338f-f234-4211-90b8-160f541c1e43",
"page_number": 1,
"text": "BlackRock California Municipal Series Trust"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 317,
"x": 116,
"y": 180
},
"id": "0c79d374-4b8f-4499-912a-6ddc01c15a53",
"page_number": 1,
"text": "BlackRock Capital Appreciation Fund, Inc."
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 301,
"x": 116,
"y": 196
},
"id": "36484aec-17d1-4dbb-a219-16e20f36a817",
"page_number": 1,
"text": "BlackRock Emerging Markets Fund, Inc."
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 248,
"x": 116,
"y": 212
},
"id": "d3518dd6-73a5-4ab7-b9e9-19fdbaf47a10",
"page_number": 1,
"text": "BlackRock Equity Dividend Fund"
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 332,
"x": 116,
"y": 227
},
"id": "0dfbdccf-d782-494b-af10-deda14285c21",
"page_number": 1,
"text": "BlackRock Financial Institutions Series Trust"
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 127,
"x": 116,
"y": 243
},
"id": "c1b4823c-163a-4c34-99dc-0ca7b57e08bf",
"page_number": 1,
"text": "BlackRock Funds"
},
{
"block_type": "box",
"box": {
"height": 6,
"width": 15,
"x": 244,
"y": 242
},
"id": "68faa625-d07c-467d-8426-82cde82e0787",
"page_number": 1,
"text": "SM"
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 149,
"x": 116,
"y": 258
},
"id": "cf9d0ad9-b3b6-4607-bdff-700e2bab4555",
"page_number": 1,
"text": "BlackRock Funds II"
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 155,
"x": 116,
"y": 274
},
"id": "28bb3692-4cde-48c2-94d1-ceb677b650d8",
"page_number": 1,
"text": "BlackRock Funds III"
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 154,
"x": 116,
"y": 289
},
"id": "ef938e40-ed01-483b-81ef-682182bbe6c2",
"page_number": 1,
"text": "BlackRock Funds IV"
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 148,
"x": 116,
"y": 305
},
"id": "7be45bbc-71d8-4400-84a5-843537976aab",
"page_number": 1,
"text": "BlackRock Funds V"
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 154,
"x": 116,
"y": 320
},
"id": "e5ffb297-93ae-421f-babd-9c481b11fa59",
"page_number": 1,
"text": "BlackRock Funds VI"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 292,
"x": 116,
"y": 336
},
"id": "cff37fb7-aecc-44f8-8be4-bb3d088531de",
"page_number": 1,
"text": "BlackRock Global Allocation Fund, Inc."
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 213,
"x": 116,
"y": 351
},
"id": "d80b70ba-9b8d-4835-981e-5889d599a80e",
"page_number": 1,
"text": "BlackRock Index Funds, Inc."
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 324,
"x": 520,
"y": 87
},
"id": "d64d116d-c9e6-4825-99cb-ecea00f55185",
"page_number": 1,
"text": "BlackRock International Select Equity Fund"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 349,
"x": 520,
"y": 103
},
"id": "7ff15431-9aae-4986-bdb6-74122dd89258",
"page_number": 1,
"text": "BlackRock Large Cap Focus Growth Fund, Inc."
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 335,
"x": 520,
"y": 118
},
"id": "e8493c18-75ae-445f-9663-aa803bfe3320",
"page_number": 1,
"text": "BlackRock Large Cap Focus Value Fund, Inc."
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 296,
"x": 520,
"y": 134
},
"id": "0f114e31-d664-48c8-90e6-db0991ebe32e",
"page_number": 1,
"text": "BlackRock Large Cap Series Funds, Inc."
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 203,
"x": 520,
"y": 149
},
"id": "c1d9ae4e-77f2-4331-952b-0e484cc669ef",
"page_number": 1,
"text": "BlackRock Liquidity Funds"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 282,
"x": 520,
"y": 165
},
"id": "ee7337ac-f353-4ec9-ba58-817b0392551b",
"page_number": 1,
"text": "BlackRock Mid-Cap Value Series, Inc."
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 339,
"x": 520,
"y": 180
},
"id": "53a2ddba-da95-42e1-8930-b4e9754f7898",
"page_number": 1,
"text": "BlackRock Multi-State Municipal Series Trust"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 282,
"x": 520,
"y": 196
},
"id": "a4bdbf66-23e2-4cc2-a004-20bfe9684016",
"page_number": 1,
"text": "BlackRock Municipal Bond Fund, Inc."
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 252,
"x": 520,
"y": 211
},
"id": "a24e39ea-cf2e-4106-9515-a4f122a96f00",
"page_number": 1,
"text": "BlackRock Municipal Series Trust"
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 264,
"x": 520,
"y": 227
},
"id": "05b1a23a-fb3c-4882-97db-0fbf9e5671ba",
"page_number": 1,
"text": "BlackRock Natural Resources Trust"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 208,
"x": 520,
"y": 242
},
"id": "ad9eb895-206f-48f4-96cf-a68aba86f3d2",
"page_number": 1,
"text": "BlackRock Series Fund, Inc."
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 226,
"x": 520,
"y": 258
},
"id": "69891855-03f9-4fc4-8d20-86bfa35344ce",
"page_number": 1,
"text": "BlackRock Series Fund II, Inc."
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 166,
"x": 520,
"y": 274
},
"id": "f13ff6fe-0ee9-4f4e-a888-084cfe5e1e1b",
"page_number": 1,
"text": "BlackRock Series, Inc."
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 325,
"x": 520,
"y": 289
},
"id": "e18514c8-3f60-4283-a80e-252539d0afa5",
"page_number": 1,
"text": "BlackRock Strategic Global Bond Fund, Inc."
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 288,
"x": 520,
"y": 305
},
"id": "6230a584-37b7-489e-ab2a-ed5af77b63d0",
"page_number": 1,
"text": "BlackRock Unconstrained Equity Fund"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 282,
"x": 520,
"y": 320
},
"id": "0581721d-0d28-4732-9e24-963c77f652e6",
"page_number": 1,
"text": "BlackRock Variable Series Funds, Inc."
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 299,
"x": 520,
"y": 336
},
"id": "856918e5-f31b-41db-a8ca-236a1bfe5d12",
"page_number": 1,
"text": "BlackRock Variable Series Funds II, Inc."
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 260,
"x": 372,
"y": 378
},
"id": "3e1a47a5-47cd-4272-8563-e01dc3581b6b",
"page_number": 1,
"text": "Supplement dated October 16, 2026"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 561,
"x": 221,
"y": 394
},
"id": "24a15de8-0124-4be8-ba16-0f8a60f6a542",
"page_number": 1,
"text": "to the Statement of Additional Information (\u201cSAI\u201d) of each of the funds listed"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 461,
"x": 271,
"y": 409
},
"id": "6dc6e20e-1b90-4cd5-b012-486f23c6a225",
"page_number": 1,
"text": "in Appendix A (each, a \u201cFund\u201d), as amended from time to time."
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 292,
"x": 116,
"y": 436
},
"id": "fa5db8a2-bd59-488a-8a71-44b9b06315c8",
"page_number": 1,
"text": "Each Fund\u2019s SAI is amended as follows:"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 722,
"x": 116,
"y": 463
},
"id": "d673f64e-9fe1-4849-b3c7-33ab89d88eda",
"page_number": 1,
"text": "The list in the section entitled \u201cPurchase of Shares - Additional Payments by BlackRock - D. Service"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 721,
"x": 116,
"y": 479
},
"id": "dbd00feb-9a4c-4ed2-9af0-7f75e0de1f1e",
"page_number": 1,
"text": "Organizations Receiving Additional Payments\u201d in Part II, or in the section entitled \u201cMiscellaneous -"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 695,
"x": 116,
"y": 494
},
"id": "781b0d7d-c806-4e64-8073-4240d0edc397",
"page_number": 1,
"text": "Additional Payments by BlackRock - D. Service Organizations Receiving Additional Payments,\u201d"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 734,
"x": 116,
"y": 510
},
"id": "2a0950ae-e05f-4b60-a46d-3413700ab951",
"page_number": 1,
"text": "\u201cInvestment Advisory Arrangements - Additional Payments by BlackRock - D. Service Organizations"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 712,
"x": 116,
"y": 525
},
"id": "18248823-fa5c-4155-9a2b-fee1defeeabe",
"page_number": 1,
"text": "Receiving Additional Payments\u201d or \u201cInvestment Adviser and Other Service Providers - Additional"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 771,
"x": 116,
"y": 541
},
"id": "f0a8e6db-45a9-4e52-8917-ac59e962f3ef",
"page_number": 1,
"text": "Payments by BlackRock - D. Service Organizations Receiving Additional Payments,\u201d as applicable, of each"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 557,
"x": 116,
"y": 556
},
"id": "a69e966e-f250-47a0-86ec-f107ef765475",
"page_number": 1,
"text": "Fund\u2019s current SAI, is deleted in its entirety and replaced with the following:"
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 72,
"x": 116,
"y": 584
},
"id": "176b9fdc-c8dc-4688-9feb-27c647043a6a",
"page_number": 1,
"text": "\u0026Partners"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 219,
"x": 116,
"y": 599
},
"id": "1731ab0a-2163-4a88-81db-0bd4686d100b",
"page_number": 1,
"text": "AccuTech Systems Corporation"
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 173,
"x": 116,
"y": 615
},
"id": "6e4f8a16-c465-413a-a87a-d5d39c29380b",
"page_number": 1,
"text": "ADP Broker-Dealer, Inc."
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 215,
"x": 116,
"y": 630
},
"id": "d520b9a4-5ad1-4ecc-b383-5f823616acdc",
"page_number": 1,
"text": "Advisor Credit Exchange, LLC"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 140,
"x": 116,
"y": 646
},
"id": "4c36f5b1-d91c-405e-8996-e3a0d843da0f",
"page_number": 1,
"text": "Advisor Group, Inc."
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 207,
"x": 116,
"y": 661
},
"id": "7da4be51-67bf-4f7a-89a3-613bb73be98f",
"page_number": 1,
"text": "AE Wealth Management, LLC"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 146,
"x": 116,
"y": 677
},
"id": "bf994245-2cbd-4568-b13f-a280e33a70fc",
"page_number": 1,
"text": "Alight Solutions LLC"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 250,
"x": 116,
"y": 692
},
"id": "92bb8325-69de-4623-bd66-7731fd364cc9",
"page_number": 1,
"text": "Allianz Life Financial Services, LLC"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 314,
"x": 116,
"y": 708
},
"id": "f600a743-c191-45d9-a35e-1b4edb3b3779",
"page_number": 1,
"text": "Allianz Life Insurance Company of New York"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 345,
"x": 116,
"y": 723
},
"id": "1a058067-0901-4aee-a229-4010b95047b6",
"page_number": 1,
"text": "Allianz Life Insurance Company of North America"
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 154,
"x": 116,
"y": 739
},
"id": "1360c25f-74ad-40f5-8711-7e5699a9ffcd",
"page_number": 1,
"text": "Altruist Financial LLC"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 313,
"x": 116,
"y": 754
},
"id": "5331edf4-dc27-4950-a0c6-f0153b05aa2a",
"page_number": 1,
"text": "American Enterprise Investment Services, Inc."
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 295,
"x": 116,
"y": 770
},
"id": "f53a2418-c2dd-4247-8e8d-f19023155d0f",
"page_number": 1,
"text": "American General Life Insurance Company"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 288,
"x": 116,
"y": 785
},
"id": "e1e21679-c9f2-4cf6-857f-f0974bd05526",
"page_number": 1,
"text": "American United Life Insurance Company"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 292,
"x": 116,
"y": 801
},
"id": "55c9de7a-3ca6-4b18-9ba6-6d5c59c16374",
"page_number": 1,
"text": "Annuity Investors Life Insurance Company"
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 160,
"x": 116,
"y": 816
},
"id": "5ea696ca-9a41-4f6d-a891-12adb5ac7b26",
"page_number": 1,
"text": "Anthem Securities LLC"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 246,
"x": 116,
"y": 832
},
"id": "35cf5da9-7161-4bcf-8068-07c5ea528441",
"page_number": 1,
"text": "Argent Institutional Trust Company"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 263,
"x": 116,
"y": 847
},
"id": "fc14704c-245c-4f08-ac61-66e9aaf515e6",
"page_number": 1,
"text": "Ascensus Broker Dealer Services, Inc."
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 102,
"x": 116,
"y": 863
},
"id": "95e0e6eb-2c01-4e18-bcc2-6cf67bedb307",
"page_number": 1,
"text": "Ascensus, Inc."
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 165,
"x": 116,
"y": 878
},
"id": "56fb6298-bf88-41c7-81ab-b2aa29cd309f",
"page_number": 1,
"text": "Atomic Brokerage LLC"
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 242,
"x": 116,
"y": 894
},
"id": "ea66851a-b490-4766-a717-254fc80c88f9",
"page_number": 1,
"text": "Avantax Investment Services, LLC"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 147,
"x": 116,
"y": 909
},
"id": "42151bd7-271e-4239-91b1-acdea32614ac",
"page_number": 1,
"text": "Bancroft Capital LLC"
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 161,
"x": 520,
"y": 584
},
"id": "fec0ea47-4949-4906-a9ff-94f24e95df9e",
"page_number": 1,
"text": "Bank of America, N.A."
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 185,
"x": 520,
"y": 599
},
"id": "921bf763-a5ed-4e5b-ad62-d2cc2f8e9393",
"page_number": 1,
"text": "Bank of New York Mellon"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 146,
"x": 520,
"y": 615
},
"id": "13a9f533-b7c2-4d72-bbb6-c0cbd728f4fe",
"page_number": 1,
"text": "Barclays Capital Inc."
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 295,
"x": 520,
"y": 630
},
"id": "030c3b6b-16ea-4158-b9cd-8dff0758124f",
"page_number": 1,
"text": "Benefit Plans Administrative Services, Inc."
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 163,
"x": 520,
"y": 646
},
"id": "9cc8d708-7434-4e37-9985-89d272f1f5cf",
"page_number": 1,
"text": "Benefit Trust Company"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 190,
"x": 520,
"y": 661
},
"id": "cd3f0ae2-100d-49c1-90a4-5e1ba226b310",
"page_number": 1,
"text": "Beta Capital Securities LLC"
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 114,
"x": 520,
"y": 677
},
"id": "a3d6a9b9-e03c-4d1b-818e-38fead61cb21",
"page_number": 1,
"text": "bfinance US Ltd."
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 179,
"x": 520,
"y": 692
},
"id": "7ffcb3e4-c1d5-4857-b9d5-5d11eb0b9662",
"page_number": 1,
"text": "BlackRock Advisors, LLC"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 191,
"x": 520,
"y": 708
},
"id": "264f66dc-e9e6-4018-8be5-9bd892731d4d",
"page_number": 1,
"text": "BMO Capital Markets Corp."
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 85,
"x": 520,
"y": 723
},
"id": "b3bf1dd9-ab24-4ea2-ac18-2fafa3e4a777",
"page_number": 1,
"text": "BNP Paribas"
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 311,
"x": 520,
"y": 739
},
"id": "13c7b932-2840-49b6-b178-c7589800d8ed",
"page_number": 1,
"text": "BNP Paribas Investment Partners UK Limited"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 128,
"x": 520,
"y": 754
},
"id": "e763251a-4b0c-4267-a649-aae896e34bc8",
"page_number": 1,
"text": "BNY Mellon, N.A."
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 141,
"x": 520,
"y": 770
},
"id": "d826b53f-bfcc-47d5-a761-b7c1435ebdfc",
"page_number": 1,
"text": "BofA Securities, Inc."
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 84,
"x": 520,
"y": 785
},
"id": "9a2ffe7d-19a7-4984-971b-6594dcae81c4",
"page_number": 1,
"text": "BOKF, N.A."
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 253,
"x": 520,
"y": 801
},
"id": "5d9aca51-c640-4309-b500-8c3627cd66fd",
"page_number": 1,
"text": "Brighthouse Life Insurance Company"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 300,
"x": 520,
"y": 816
},
"id": "3962a703-f7e9-4bc1-9b74-63c37e852557",
"page_number": 1,
"text": "Brighthouse Life Insurance Company of NY"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 327,
"x": 520,
"y": 832
},
"id": "4713b74d-56ef-4531-9cc0-a16071600d05",
"page_number": 1,
"text": "Broadridge Business Process Outsourcing, LLC"
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 226,
"x": 520,
"y": 847
},
"id": "aea2d1d3-3fa6-4af5-a5ff-41d38b81fa66",
"page_number": 1,
"text": "Brown Brothers Harriman \u0026 Co."
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 210,
"x": 520,
"y": 863
},
"id": "ff94ee4f-d99a-437c-807d-82f3c3830137",
"page_number": 1,
"text": "Cabrera Capital Markets, LLC"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 126,
"x": 520,
"y": 878
},
"id": "6b578f18-f2dd-4281-b5bb-59488c299bc9",
"page_number": 1,
"text": "Capital One, N.A."
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 212,
"x": 520,
"y": 894
},
"id": "74349016-fdbe-43b0-b4f6-3a80b726afa1",
"page_number": 1,
"text": "Cetera Advisor Networks LLC"
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 144,
"x": 520,
"y": 909
},
"id": "b4e479be-5d16-4b88-907a-f25889fc4408",
"page_number": 1,
"text": "Cetera Advisors LLC"
},
{
"block_type": "box",
"box": {
"height": 7,
"width": 145,
"x": 757,
"y": 969
},
"id": "13c146df-1a71-4d59-9903-e3500116ef73",
"page_number": 1,
"text": "NM1026U-6033230-1/137"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 162,
"x": 116,
"y": 88
},
"id": "46e04afa-2d74-43ee-a5b5-7d7a80810483",
"page_number": 2,
"text": "Cetera Financial Group"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 227,
"x": 116,
"y": 103
},
"id": "6d2ff03b-d19a-4dc7-b30b-0d28de820c48",
"page_number": 2,
"text": "Cetera Financial Specialists LLC"
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 224,
"x": 116,
"y": 119
},
"id": "8a21d91f-3a2d-4416-83af-84e91646b7b6",
"page_number": 2,
"text": "Cetera Investment Services LLC"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 123,
"x": 116,
"y": 134
},
"id": "b860c7a3-290b-4298-b1ee-5328c225f92d",
"page_number": 2,
"text": "CF Secured, LLC"
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 192,
"x": 116,
"y": 150
},
"id": "bbca0512-0677-477f-825f-934ee61e5e03",
"page_number": 2,
"text": "Charles Schwab \u0026 Co., Inc."
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 192,
"x": 116,
"y": 165
},
"id": "fc1a4666-bd7d-4840-800e-8b0cf6e03a1b",
"page_number": 2,
"text": "Charles Schwab Trust Bank"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 238,
"x": 116,
"y": 181
},
"id": "aa363581-4798-4a64-9d3c-bd8c851e12fc",
"page_number": 2,
"text": "Chicago Mercantile Exchange Inc."
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 241,
"x": 116,
"y": 196
},
"id": "48c991cd-d683-4692-9e65-7a4f82a328df",
"page_number": 2,
"text": "CIM Investment Management, Inc."
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 151,
"x": 116,
"y": 212
},
"id": "f4079f8b-be62-49ef-b9db-ebb8b3462bba",
"page_number": 2,
"text": "Citco Securities, LLC"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 215,
"x": 116,
"y": 227
},
"id": "d32477e4-c299-4aa3-8a19-dfab0220aaeb",
"page_number": 2,
"text": "CitiBank, National Association"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 212,
"x": 116,
"y": 243
},
"id": "5456c1ce-bcd3-49e5-b0ff-d3bd24704692",
"page_number": 2,
"text": "Citigroup Global Markets, Inc."
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 99,
"x": 116,
"y": 258
},
"id": "8e06ec8e-f3cd-4490-aa22-4853fcbb16ac",
"page_number": 2,
"text": "Citizens Bank"
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 163,
"x": 116,
"y": 274
},
"id": "e2912e3f-b230-4278-ae51-f6973857bc24",
"page_number": 2,
"text": "Citizens Business Bank"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 231,
"x": 116,
"y": 289
},
"id": "c8c5fe1e-963d-40bf-8695-6b3f7aa74ae3",
"page_number": 2,
"text": "CME Shareholder Servicing LLC"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 223,
"x": 116,
"y": 305
},
"id": "0b9ebf78-f057-475e-a16e-0a7123ed21ae",
"page_number": 2,
"text": "CMFG Life Insurance Company"
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 109,
"x": 116,
"y": 320
},
"id": "719e2118-7db2-41fc-a3ad-058f28cd77ef",
"page_number": 2,
"text": "Comerica Bank"
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 242,
"x": 116,
"y": 336
},
"id": "90d216d1-5e99-4df3-b498-12aaf4f2de98",
"page_number": 2,
"text": "Commonwealth Financial Network"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 216,
"x": 116,
"y": 351
},
"id": "9631e1f8-5ad8-4dc5-a43d-4c09659d790c",
"page_number": 2,
"text": "Computershare Trust Company"
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 198,
"x": 116,
"y": 367
},
"id": "800f7ea0-56f4-4a8a-abc5-2000fd1196fb",
"page_number": 2,
"text": "Conduent HR Services, LLC"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 240,
"x": 116,
"y": 382
},
"id": "ac355de6-8e6d-4109-8c40-3beb09171171",
"page_number": 2,
"text": "Delaware Life Insurance Company"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 178,
"x": 116,
"y": 398
},
"id": "350f36da-4761-4921-9ec4-a9cd22cd6524",
"page_number": 2,
"text": "Delaware Trust Company"
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 135,
"x": 116,
"y": 413
},
"id": "e3053b83-9ce2-4dc7-a26e-a22e233f0ef4",
"page_number": 2,
"text": "Deutsche Bank AG"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 285,
"x": 116,
"y": 429
},
"id": "30411531-ac71-4d3b-aebf-628a592ae641",
"page_number": 2,
"text": "Deutsche Bank Trust Company Americas"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 232,
"x": 116,
"y": 444
},
"id": "ec8bd4d0-aea0-4249-a819-3f4c8bba3509",
"page_number": 2,
"text": "Digital Retirement Solutions, Inc."
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 328,
"x": 116,
"y": 460
},
"id": "927f1d85-fe5d-44f6-bd5d-16ade7c513eb",
"page_number": 2,
"text": "Dunham \u0026 Associates Investment Counsel, Inc."
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 223,
"x": 116,
"y": 475
},
"id": "b9fa4118-c6d1-4dc6-a99f-0819de156504",
"page_number": 2,
"text": "Dynasty Financial Partners LLC"
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 200,
"x": 116,
"y": 491
},
"id": "19ee4a52-7a24-4f1d-bbb7-eee276bb5c04",
"page_number": 2,
"text": "Edward D. Jones \u0026 Co., L.P."
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 298,
"x": 116,
"y": 506
},
"id": "c62fcac3-3408-42b8-b396-3ff8d27fb68b",
"page_number": 2,
"text": "Empire Fidelity Investments Life Insurance"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 69,
"x": 116,
"y": 522
},
"id": "bc2c459e-3d1e-4dfb-8adf-9fcd930c5229",
"page_number": 2,
"text": "Company"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 349,
"x": 116,
"y": 537
},
"id": "14cca386-2a88-4b03-88cb-d2d81305303e",
"page_number": 2,
"text": "Empower Annuity Insurance Company of America"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 232,
"x": 116,
"y": 553
},
"id": "a7ab1e38-2669-408b-a1fb-0708bbcc9153",
"page_number": 2,
"text": "Empower Financial Services, Inc."
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 336,
"x": 116,
"y": 568
},
"id": "0ddd60b7-aaba-4823-b376-c393bfedd8b4",
"page_number": 2,
"text": "Empower Life \u0026 Annuity Insurance Company of"
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 74,
"x": 116,
"y": 584
},
"id": "9fbd5cfd-a3eb-44d3-b106-18a4bf7c5189",
"page_number": 2,
"text": "New York"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 205,
"x": 116,
"y": 599
},
"id": "6738a395-3876-4f5a-a6a6-928904da47c2",
"page_number": 2,
"text": "Empower Plan Services, LLC"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 238,
"x": 116,
"y": 615
},
"id": "47f6d2e9-0565-47b8-8e6e-ef08bab8dbab",
"page_number": 2,
"text": "Envestnet Asset Management, Inc."
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 174,
"x": 116,
"y": 630
},
"id": "fa688277-756b-4eb6-824f-c0a9d1f33021",
"page_number": 2,
"text": "Equitable Advisors, LLC"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 240,
"x": 116,
"y": 646
},
"id": "2d16871e-035f-465b-8c7d-29a057e0eace",
"page_number": 2,
"text": "Equitable Life Insurance Company"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 150,
"x": 116,
"y": 661
},
"id": "f6c57247-8d49-4681-9d3e-2980128301e6",
"page_number": 2,
"text": "E*trade Savings Bank"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 262,
"x": 116,
"y": 677
},
"id": "c8bbaacf-5fa2-4acc-9a62-0bf520f73a31",
"page_number": 2,
"text": "Federal Deposit Insurance Corporation"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 223,
"x": 116,
"y": 692
},
"id": "25ba15d2-35df-4047-81c5-e8ee8619f282",
"page_number": 2,
"text": "Fidelity Brokerage Services LLC"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 301,
"x": 116,
"y": 708
},
"id": "ecdb6b38-cf5b-4363-a4aa-81de8820c760",
"page_number": 2,
"text": "Fidelity Investments Institutional Operations"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 98,
"x": 116,
"y": 723
},
"id": "691fc908-5657-4161-aadf-19e390936dd7",
"page_number": 2,
"text": "Company, Inc."
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 309,
"x": 116,
"y": 739
},
"id": "5fc212ce-b9b3-4c0f-8620-58886fdf3c48",
"page_number": 2,
"text": "Fidelity Investments Life Insurance Company"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 178,
"x": 116,
"y": 754
},
"id": "8c969771-3bfd-4b7a-9033-4a427476dce1",
"page_number": 2,
"text": "Fifth Third Securities, Inc."
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 181,
"x": 116,
"y": 770
},
"id": "16c5c747-0203-4c40-8a78-b0a46d51adad",
"page_number": 2,
"text": "First Allied Securities, Inc."
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 269,
"x": 116,
"y": 785
},
"id": "8d8c9f14-f0c2-45b3-b0b8-0481fe679441",
"page_number": 2,
"text": "First Command Financial Planning, Inc."
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 139,
"x": 116,
"y": 801
},
"id": "b5feba66-069d-4e0e-8d43-6746a8048c7c",
"page_number": 2,
"text": "First Hawaiian Bank"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 136,
"x": 116,
"y": 816
},
"id": "ced8d238-0b2a-4abe-a478-c7def980b7f2",
"page_number": 2,
"text": "First Republic Bank"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 339,
"x": 116,
"y": 832
},
"id": "dcddfbc7-366c-4f4b-bd83-e8ddc108d11c",
"page_number": 2,
"text": "First Security Benefit Life Insurance and Annuity"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 162,
"x": 116,
"y": 847
},
"id": "fdbdfecb-abda-482b-b508-217dca4e587a",
"page_number": 2,
"text": "Company of New York"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 348,
"x": 116,
"y": 863
},
"id": "02604bf6-59c1-4e5d-93cd-ab1210d9c38e",
"page_number": 2,
"text": "First Symetra National Life Insurance Company of"
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 74,
"x": 116,
"y": 878
},
"id": "a3bfefb0-9825-4e18-bf8d-5e608a9316e3",
"page_number": 2,
"text": "New York"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 262,
"x": 116,
"y": 894
},
"id": "6f41fbf8-cc93-4b96-bbca-4c3b639b00d9",
"page_number": 2,
"text": "First-Citizens Bank \u0026 Trust Company"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 283,
"x": 116,
"y": 909
},
"id": "edc890bb-0d7a-42a8-a292-0ad43af10b5f",
"page_number": 2,
"text": "FIS Brokerage \u0026 Securities Services LLC"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 141,
"x": 520,
"y": 88
},
"id": "3b6f459e-859a-4cde-9df5-025bcdb29728",
"page_number": 2,
"text": "FNEX Capital, LLC"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 258,
"x": 520,
"y": 103
},
"id": "555ea557-de81-42d3-8131-4ad097773960",
"page_number": 2,
"text": "Forethought Life Insurance Company"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 190,
"x": 520,
"y": 119
},
"id": "5c566973-606c-48d5-9bb8-1ba25a8fe6e1",
"page_number": 2,
"text": "FSC Securities Corporation"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 331,
"x": 520,
"y": 134
},
"id": "bef34371-3a49-4ed6-afee-5fcff47c40df",
"page_number": 2,
"text": "Genworth Life and Annuity Insurance Company"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 336,
"x": 520,
"y": 150
},
"id": "bc1df78f-1bfc-48ac-a02e-9dee2a5fec9f",
"page_number": 2,
"text": "Genworth Life Insurance Company of New York"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 233,
"x": 520,
"y": 165
},
"id": "4da87473-a885-48b6-8b02-f04c22061560",
"page_number": 2,
"text": "Global Atlantic Distributors, LLC"
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 156,
"x": 520,
"y": 181
},
"id": "22f2f4d9-61d0-4d62-800c-019d85aab377",
"page_number": 2,
"text": "Goldman Sachs \u0026 Co."
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 203,
"x": 520,
"y": 196
},
"id": "6da5cd5d-a9d8-4010-a6ec-aceb1069b938",
"page_number": 2,
"text": "Great Pacific Securities, LLC"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 275,
"x": 520,
"y": 212
},
"id": "75a2b959-d453-4522-9236-5ac2e7672f01",
"page_number": 2,
"text": "Guardian Insurance \u0026 Annuity Co., Inc."
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 166,
"x": 520,
"y": 227
},
"id": "59fa0ede-1b9d-4d09-ae93-0e13e1a2d4a5",
"page_number": 2,
"text": "Hancock Whitney Bank"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 269,
"x": 520,
"y": 243
},
"id": "f23d84ad-2906-4b88-a0ad-97bbad3c1c95",
"page_number": 2,
"text": "Hartford Funds Management Company"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 322,
"x": 520,
"y": 258
},
"id": "5a8f2117-9128-4f31-b28b-2831c6439a6f",
"page_number": 2,
"text": "Hartford Securities Distribution Company, Inc."
},
{
"block_type": "box",
"box": {
"height": 10,
"width": 203,
"x": 520,
"y": 274
},
"id": "85f4b15b-a6eb-4070-9597-ae915a705009",
"page_number": 2,
"text": "Hazeltree Fund Services, Inc."
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 181,
"x": 520,
"y": 289
},
"id": "0d9709bb-69cb-482f-83e3-3999ed2112b0",
"page_number": 2,
"text": "Hightower Securities, Inc."
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 152,
"x": 520,
"y": 305
},
"id": "05f0b2c3-7532-4fc0-b75b-ad84604443a0",
"page_number": 2,
"text": "Hilltop Securities Inc."
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 166,
"x": 520,
"y": 320
},
"id": "a5c57f43-3a8f-47bb-ae0f-97e07c71fa77",
"page_number": 2,
"text": "HSBC Bank USA, N.A."
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 186,
"x": 520,
"y": 336
},
"id": "29c15846-7462-4835-8942-3c2166b77137",
"page_number": 2,
"text": "Huntington Securities, Inc."
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 249,
"x": 520,
"y": 351
},
"id": "f5a480de-9286-4bab-b855-7e3248cb7982",
"page_number": 2,
"text": "Institutional Cash Distributors, LLC"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 234,
"x": 520,
"y": 367
},
"id": "f262c890-e4ff-4502-8e46-797dd67db504",
"page_number": 2,
"text": "Integrity Life Insurance Company"
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 174,
"x": 520,
"y": 382
},
"id": "10b88b5f-35f1-4b6b-9141-bc3a999b8403",
"page_number": 2,
"text": "Interactive Brokers, LLC"
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 209,
"x": 520,
"y": 398
},
"id": "bd6682b7-9111-4db5-b634-30524ed52a59",
"page_number": 2,
"text": "Investment Trust of California"
},
{
"block_type": "box",
"box": {
"height": 12,
"width": 287,
"x": 520,
"y": 413
},
"id": "e868e46c-c899-42eb-9fa1-91dbed21d431",
"page_number": 2,
"text": "J.P. Morgan Institutional Investments Inc."
},
{
"block_type": "box",
"box": {
"height": 11,
"width": 193,
"x": 520,
"y": 429
},
"id": "ec1d1afe-4bc5-4b91-99e9-dc417608ff1a",
"page_number": 2,
"text": "J.P. Morgan Securities LLC"
},
{
"block_type": "box",
"box": {
"height": 9,
"width": 97,
"x": 520,
"y":...