{"annotation_id":"3e854475-0dda-4444-9375-c641a7822278","file_hash":"da579ebe7ca556455206b54da42cfb37fbd90bc01ce444ffbabd1a0ffe4e6cc8","schema_id":"open/document-extraction","schema_version":"0.5.0","record":{"extraction_type":"boxes","producer":"pdf-extractor-v0.5.0","blocks":[{"id":"0696225b-0c83-4a30-8f5d-781316d8e6e6","block_type":"box","text":"iShares U.S. ETF Trust","page_number":1,"box":{"x":418,"y":69,"width":167,"height":10}},{"id":"7b1b1c76-a329-4098-bcbb-ae875c321efc","block_type":"box","text":"Supplement dated October 16, 2026 to the","page_number":1,"box":{"x":344,"y":92,"width":316,"height":13}},{"id":"cf7693e0-0cd6-4d06-a4f1-0eab93adeff9","block_type":"box","text":"currently effective Statement of Additional Information (“SAI”) for each of","page_number":1,"box":{"x":232,"y":108,"width":540,"height":13}},{"id":"1a51543d-1f34-4b79-9ea3-4ba755804542","block_type":"box","text":"the iShares Bloomberg Roll Select Commodity Strategy ETF (CMDY),","page_number":1,"box":{"x":251,"y":123,"width":501,"height":13}},{"id":"8816e457-a85d-4dd3-8d19-b9711590a3e0","block_type":"box","text":"iShares GSCI Commodity Dynamic Roll Strategy ETF (COMT) and","page_number":1,"box":{"x":263,"y":139,"width":478,"height":13}},{"id":"fadb46c0-44cf-46c2-8ca6-d5bc1662a88e","block_type":"box","text":"iShares Strategic Metals ETF (ISTM) (each, a “Fund”)","page_number":1,"box":{"x":309,"y":154,"width":387,"height":13}},{"id":"61e22547-a9a4-4ced-949e-a11822edd3e0","block_type":"box","text":"The following changes are expected to take place on or around November 16, 2026:","page_number":1,"box":{"x":116,"y":178,"width":614,"height":12}},{"id":"881d8f5c-6641-4003-b544-44d6a9879031","block_type":"box","text":"1) For each Fund, the section of the SAI entitled “Costs Associated with Creation Transactions” is","page_number":1,"box":{"x":151,"y":201,"width":721,"height":13}},{"id":"97bce758-a384-49b3-b8e8-62dbc78b4575","block_type":"box","text":"deleted in its entirety and replaced with the following, although each SAI will include a","page_number":1,"box":{"x":184,"y":216,"width":628,"height":13}},{"id":"bb3b14e7-4d1d-46a3-810e-9d6d629d66af","block_type":"box","text":"“Standard Creation Transaction Fee” table only for the SAI’s applicable Fund","page_number":1,"box":{"x":184,"y":232,"width":552,"height":13}},{"id":"2cb3e80b-3afc-4ade-9001-18d037543681","block_type":"box","text":":","page_number":1,"box":{"x":737,"y":236,"width":7,"height":6}},{"id":"eacab24f-f569-4897-990c-29877fc1521e","block_type":"box","text":"Costs Associated with Creation Transactions.","page_number":1,"box":{"x":184,"y":255,"width":342,"height":10}},{"id":"196d4c09-9352-4d11-a07b-7cfab94da5a4","block_type":"box","text":"A standard creation transaction fee is imposed to offset the transfer and other transaction costs","page_number":1,"box":{"x":183,"y":278,"width":700,"height":13}},{"id":"f2c51ed1-c365-4f37-b699-c821930e7227","block_type":"box","text":"associated with the issuance of Creation Units. Under an ETF Services Agreement, the Funds","page_number":1,"box":{"x":184,"y":294,"width":673,"height":13}},{"id":"6909ee6b-87e0-4610-a9dd-114d0eb67d80","block_type":"box","text":"have retained BRIL, an affiliate of BFA, to perform the ETF Services. BRIL will receive from an","page_number":1,"box":{"x":184,"y":309,"width":670,"height":13}},{"id":"cae294dd-6f50-4e4f-8500-526d50e8b5e9","block_type":"box","text":"Authorized Participant a standard transaction fee on each creation order, which consists of (1) a","page_number":1,"box":{"x":183,"y":325,"width":703,"height":13}},{"id":"10bb182e-8585-49e1-8854-0a6e83246db7","block_type":"box","text":"fee for providing the ETF Services (the “ETF Servicing Fee”) and (2) transfer, processing and","page_number":1,"box":{"x":183,"y":340,"width":670,"height":13}},{"id":"950cf950-b04d-48be-a37d-061cf75c4b42","block_type":"box","text":"other transaction costs charged by a Fund custodian in connection with the issuance of","page_number":1,"box":{"x":184,"y":356,"width":639,"height":13}},{"id":"d5e8c986-dc46-4bf5-a253-922ec4b5c3f9","block_type":"box","text":"Creation Units for such creation order (“Custody Transaction Costs”). BRIL is entitled to retain","page_number":1,"box":{"x":184,"y":371,"width":684,"height":13}},{"id":"5cd51b15-8ceb-4b69-b2d0-32efb8ee939c","block_type":"box","text":"the ETF Servicing Fee pursuant to the ETF Services Agreement, but BRIL will reimburse any","page_number":1,"box":{"x":183,"y":387,"width":662,"height":13}},{"id":"e80ae937-cf7b-42ea-9885-1c77b518fdbb","block_type":"box","text":"Custody Transaction Costs to the applicable Fund custodian according to the amounts invoiced","page_number":1,"box":{"x":184,"y":402,"width":698,"height":13}},{"id":"51e7d76e-dda9-45b8-9783-8d440c689f17","block_type":"box","text":"by such custodian.","page_number":1,"box":{"x":184,"y":418,"width":139,"height":13}},{"id":"0059172e-304d-4e73-87ef-2295db2d6619","block_type":"box","text":"The ETF Servicing Fee is a flat fee per order regardless of the number of Creation Units being","page_number":1,"box":{"x":183,"y":441,"width":674,"height":13}},{"id":"023a8f9d-9bbd-4c50-9807-b12522e6499b","block_type":"box","text":"purchased, which amount will vary among different Funds based on a number of factors,","page_number":1,"box":{"x":184,"y":457,"width":649,"height":12}},{"id":"c7ee39c8-dade-4431-b341-2feb569886d9","block_type":"box","text":"including the complexity of the order and the types of securities or instruments included in a","page_number":1,"box":{"x":184,"y":472,"width":674,"height":13}},{"id":"18661bff-b0b2-4b59-a308-4c7bee44632c","block_type":"box","text":"Fund’s Creation Basket, among other variables. The ETF Servicing Fee may be equal to zero in","page_number":1,"box":{"x":184,"y":488,"width":681,"height":12}},{"id":"f4749642-1765-4ad0-ac8d-52609f70fffb","block_type":"box","text":"certain instances, such as for creation transactions that consist solely of cash. The actual","page_number":1,"box":{"x":184,"y":503,"width":648,"height":13}},{"id":"df8f28ea-b560-404e-9a78-03d187c108a3","block_type":"box","text":"Custody Transaction Costs vary per order based on the number of trades, underlying markets","page_number":1,"box":{"x":184,"y":519,"width":682,"height":12}},{"id":"731799dc-7651-4bb6-843e-8e622c7b3b5e","block_type":"box","text":"and settlement locations associated with the issuance of a Creation Unit. The following table","page_number":1,"box":{"x":184,"y":534,"width":675,"height":13}},{"id":"9871bc0d-f229-4731-b679-b5072146fda3","block_type":"box","text":"sets forth, for each Fund, an estimate of the creation transaction fee for a Creation Unit based","page_number":1,"box":{"x":184,"y":550,"width":682,"height":11}},{"id":"b7439d3a-4be4-4add-bb9e-2ff1e8daf8a5","block_type":"box","text":"on data as of October 1, 2026. The actual fee charged to an Authorized Participant in","page_number":1,"box":{"x":184,"y":565,"width":620,"height":13}},{"id":"16b53b98-f4d5-48b1-a428-ebe9efd98a63","block_type":"box","text":"connection with a creation order will vary over time depending on the factors discussed above,","page_number":1,"box":{"x":184,"y":581,"width":692,"height":12}},{"id":"c6440fa5-7b4d-4b91-8803-bf956bc088f0","block_type":"box","text":"and may be higher than the fee set forth below.","page_number":1,"box":{"x":184,"y":596,"width":348,"height":13}},{"id":"f50a3351-b9fb-4db2-8514-59f2054107de","block_type":"box","text":"In order to defray transaction expenses for a Fund and protect against possible shareholder","page_number":1,"box":{"x":184,"y":620,"width":666,"height":12}},{"id":"9e9d26bc-22af-4d12-ae36-01766daea410","block_type":"box","text":"dilution, if a creation transaction consists solely or partially of cash, the Authorized Participant","page_number":1,"box":{"x":184,"y":635,"width":684,"height":13}},{"id":"29614cda-549e-466f-8dc4-2d0d989c639a","block_type":"box","text":"may also be required to cover (up to the maximum amount shown below) certain brokerage,","page_number":1,"box":{"x":184,"y":651,"width":678,"height":12}},{"id":"dfabb1e7-b11d-4ea4-8aab-63ae0ad722fc","block_type":"box","text":"tax, foreign exchange, execution and other costs and expenses related to the execution of","page_number":1,"box":{"x":183,"y":666,"width":653,"height":13}},{"id":"6fdec03b-b953-4f73-a651-22086f45eafc","block_type":"box","text":"trades resulting from such transaction (which may, in certain instances, be based on a good","page_number":1,"box":{"x":183,"y":682,"width":667,"height":12}},{"id":"8df53764-09ba-494c-8191-4e0d24d55451","block_type":"box","text":"faith estimate of transaction costs based on historical data or other inputs, at BlackRock’s","page_number":1,"box":{"x":183,"y":697,"width":649,"height":13}},{"id":"d26616d8-11ad-4def-9459-a50ee4ed10a3","block_type":"box","text":"discretion, and may include part or all of the spread between the expected bid and offer side of","page_number":1,"box":{"x":184,"y":713,"width":687,"height":12}},{"id":"0d39bc1a-f154-4f55-bf9f-830ea03742ab","block_type":"box","text":"the market and anticipated market impact). However, a Fund is not obligated to trade identical","page_number":1,"box":{"x":183,"y":728,"width":686,"height":13}},{"id":"2c3640b5-89a0-49cf-8127-16c98ee8baac","block_type":"box","text":"securities to the securities identified by BlackRock in estimating these transaction and other","page_number":1,"box":{"x":184,"y":744,"width":664,"height":12}},{"id":"65723c7e-d983-4965-abac-e58c46d78407","block_type":"box","text":"costs and expenses. In certain cases, BlackRock or an affiliate may determine in its discretion to","page_number":1,"box":{"x":184,"y":759,"width":690,"height":13}},{"id":"299d707f-cf62-42d9-8065-aaf05a4651f6","block_type":"box","text":"deviate from the regular charge, subject to the maximum amounts shown below.","page_number":1,"box":{"x":184,"y":775,"width":588,"height":12}},{"id":"33ae618e-3d8a-441e-bd32-6f0bc6876ec6","block_type":"box","text":"Authorized Participants will also bear the costs of transferring the Deposit Securities to the","page_number":1,"box":{"x":183,"y":798,"width":656,"height":12}},{"id":"4c47d409-bdbd-4570-a686-8cb7bcd5c19a","block_type":"box","text":"Funds. Certain fees/costs associated with creation transactions may be waived in certain","page_number":1,"box":{"x":184,"y":813,"width":643,"height":13}},{"id":"51f5721c-8de4-481f-8ba9-075f17df207d","block_type":"box","text":"circumstances. Investors who use the services of a broker or other financial intermediary to","page_number":1,"box":{"x":184,"y":829,"width":666,"height":12}},{"id":"9d214cff-029d-4242-8eaa-b498c644072c","block_type":"box","text":"acquire Fund shares may be charged a fee for such services.","page_number":1,"box":{"x":184,"y":844,"width":439,"height":13}},{"id":"2509115e-f561-43f6-9274-363453aaca07","block_type":"box","text":"The following table sets forth each Fund’s estimated creation transaction fee based on data as","page_number":2,"box":{"x":183,"y":69,"width":688,"height":13}},{"id":"5d1640f4-b7f3-4db3-b3f2-01ce440c29f2","block_type":"box","text":"of October 1, 2026 and maximum additional charge (as described above):","page_number":2,"box":{"x":184,"y":85,"width":540,"height":12}},{"id":"ffb8182c-6040-4f27-92e3-fc34fce4a923","block_type":"box","text":"Fund","page_number":2,"box":{"x":117,"y":136,"width":29,"height":8}},{"id":"a66eba00-9ad3-48c4-a9d6-9df3f2f0006d","block_type":"box","text":"Standard","page_number":2,"box":{"x":717,"y":105,"width":55,"height":8}},{"id":"84a28c9c-77db-4fd8-a486-fd2d6f29f239","block_type":"box","text":"Creation","page_number":2,"box":{"x":719,"y":115,"width":51,"height":8}},{"id":"add2fb0b-6779-4a6f-a9a0-7b580dd23051","block_type":"box","text":"Transaction","page_number":2,"box":{"x":708,"y":126,"width":72,"height":7}},{"id":"c861236f-b947-4cfb-a809-004396bd2b68","block_type":"box","text":"Fee","page_number":2,"box":{"x":735,"y":136,"width":20,"height":8}},{"id":"2153b8f2-ab5f-426d-acf9-cde0c71ff335","block_type":"box","text":"Maximum","page_number":2,"box":{"x":821,"y":115,"width":60,"height":8}},{"id":"25c750c3-5623-41ca-90b8-180a1b2f1199","block_type":"box","text":"Additional","page_number":2,"box":{"x":820,"y":125,"width":63,"height":8}},{"id":"3f89cb9f-5c79-4226-8378-6742c6a0c647","block_type":"box","text":"Charge*","page_number":2,"box":{"x":826,"y":136,"width":51,"height":10}},{"id":"b427225b-3043-4738-ac1a-2277da54637e","block_type":"box","text":"iShares Bloomberg Roll Select Commodity Strategy ETF $305 7.0%","page_number":2,"box":{"x":117,"y":158,"width":767,"height":13}},{"id":"bc49f183-4531-4f79-b438-6efe97db239d","block_type":"box","text":"iShares GSCI Commodity Dynamic Roll Strategy ETF $0 7.0%","page_number":2,"box":{"x":117,"y":178,"width":767,"height":12}},{"id":"ad3bcfa7-a19a-4b41-9ddd-84239b637d1d","block_type":"box","text":"iShares Strategic Metals ETF $0 7.0%","page_number":2,"box":{"x":117,"y":197,"width":767,"height":13}},{"id":"de66502f-0d49-4b44-8994-a2aabf2f449d","block_type":"box","text":"* As a percentage of the net asset value per Creation Unit.","page_number":2,"box":{"x":117,"y":225,"width":444,"height":13}},{"id":"1a9df3d7-c322-4106-92ef-26e129346437","block_type":"box","text":"2) For each Fund, the section of the SAI entitled “Costs Associated with Redemption Transactions”","page_number":2,"box":{"x":150,"y":249,"width":734,"height":12}},{"id":"1e6df133-2fb7-4b0a-afb3-18183b791c02","block_type":"box","text":"is deleted in its entirety and replaced with the following, although each SAI will include a","page_number":2,"box":{"x":184,"y":264,"width":644,"height":13}},{"id":"ed140093-9ba9-46ec-9172-35a4d554763f","block_type":"box","text":"“Standard Redemption Transaction Fee” table only for the SAI’s applicable Fund","page_number":2,"box":{"x":184,"y":280,"width":579,"height":12}},{"id":"f40abede-842e-403c-ac6c-54a52ef4eaa9","block_type":"box","text":":","page_number":2,"box":{"x":764,"y":284,"width":7,"height":6}},{"id":"f6a47145-e8d1-4737-a899-691c9beb4228","block_type":"box","text":"Costs Associated with Redemption Transactions.","page_number":2,"box":{"x":184,"y":303,"width":370,"height":13}},{"id":"5eb8f0d6-e660-40a2-83eb-f7a1782e89e3","block_type":"box","text":"A standard redemption transaction fee is imposed to offset transfer and other transaction costs","page_number":2,"box":{"x":183,"y":326,"width":697,"height":13}},{"id":"01f09a78-e754-4379-ae36-41760183ed0c","block_type":"box","text":"that may be incurred by the relevant Fund. As described above, under an ETF Services","page_number":2,"box":{"x":183,"y":342,"width":626,"height":12}},{"id":"22732152-81ad-4e80-a386-0ed7af561f34","block_type":"box","text":"Agreement, the Funds have retained BRIL, an affiliate of BFA, to perform certain ETF Services.","page_number":2,"box":{"x":183,"y":357,"width":680,"height":13}},{"id":"51c8f350-c95f-4b64-82bf-0f20c1bbaac7","block_type":"box","text":"BRIL will receive from an Authorized Participant a standard transaction fee on each redemption","page_number":2,"box":{"x":184,"y":373,"width":694,"height":12}},{"id":"41d3f820-36b6-4428-85f6-888ee7da8072","block_type":"box","text":"order, which consists of (1) the ETF Servicing Fee and (2) Custody Transaction Costs. BRIL is","page_number":2,"box":{"x":184,"y":388,"width":675,"height":13}},{"id":"6a292b64-4342-4f10-9ccd-a12601918949","block_type":"box","text":"entitled to retain the ETF Servicing Fee pursuant to the ETF Services Agreement, but BRIL will","page_number":2,"box":{"x":184,"y":404,"width":677,"height":12}},{"id":"1785d3a5-10aa-47b7-ad06-253260742018","block_type":"box","text":"reimburse any Custody Transaction Costs to the applicable Fund custodian according to the","page_number":2,"box":{"x":184,"y":419,"width":672,"height":13}},{"id":"d81b4a27-2224-4226-8307-64c77130cd59","block_type":"box","text":"amounts invoiced by such custodian.","page_number":2,"box":{"x":184,"y":435,"width":273,"height":12}},{"id":"b946e570-84f0-4bed-83ef-4e75a785475b","block_type":"box","text":"The ETF Servicing Fee is a flat fee per order regardless of the number of Creation Units being","page_number":2,"box":{"x":183,"y":458,"width":674,"height":13}},{"id":"c69679f1-5f1d-4d08-8366-acbc5abf588b","block_type":"box","text":"redeemed, which amount will vary among different Funds based on a number of factors,","page_number":2,"box":{"x":184,"y":474,"width":646,"height":12}},{"id":"cf97a438-790b-4d33-a677-1ed4e87ccdbb","block_type":"box","text":"including the complexity of the order and the types of securities or instruments included in a","page_number":2,"box":{"x":184,"y":489,"width":674,"height":13}},{"id":"eb69f8f7-6361-41fe-a68b-4e77b23a80c6","block_type":"box","text":"Fund’s Redemption Basket, among other variables. The ETF Servicing Fee may be equal to zero","page_number":2,"box":{"x":184,"y":505,"width":690,"height":12}},{"id":"44a13023-b99e-4b7e-bd9d-7d733034e46b","block_type":"box","text":"in certain instances, such as for redemption transactions that consist solely of cash. The actual","page_number":2,"box":{"x":184,"y":520,"width":690,"height":13}},{"id":"061601f4-a451-4c06-b921-f8c0378a0f66","block_type":"box","text":"Custody Transaction Costs vary per order based on the number of trades, underlying markets,","page_number":2,"box":{"x":184,"y":536,"width":686,"height":12}},{"id":"eaf7afd4-5c32-4c2c-9937-ed1f9cf54cf3","block_type":"box","text":"and settlement locations associated with the redemption of a Creation Unit. The following table","page_number":2,"box":{"x":184,"y":551,"width":696,"height":13}},{"id":"88175b6b-e4e2-43f2-b7d5-bf8269f98dfe","block_type":"box","text":"sets forth, for each Fund, an estimate of the redemption transaction fee for a Creation Unit","page_number":2,"box":{"x":184,"y":567,"width":660,"height":12}},{"id":"9aad8ff0-8b48-4cc0-8554-526f76574126","block_type":"box","text":"based on data as of October 1, 2026. The actual fee charged to an Authorized Participant in","page_number":2,"box":{"x":184,"y":582,"width":667,"height":13}},{"id":"d46572d3-5c28-4c9d-ab46-b5d3a91cd581","block_type":"box","text":"connection with a redemption order will vary over time depending on the factors discussed","page_number":2,"box":{"x":184,"y":598,"width":665,"height":12}},{"id":"ef1922b2-a973-486e-8660-60c6f04cfcc9","block_type":"box","text":"above, and may be higher than the fee set forth below.","page_number":2,"box":{"x":184,"y":613,"width":400,"height":13}},{"id":"24832d8a-3252-406d-9d1a-6c6dbcf7cf60","block_type":"box","text":"In order to defray transaction expenses for a Fund and protect against possible shareholder","page_number":2,"box":{"x":184,"y":636,"width":666,"height":13}},{"id":"e282591c-a59b-4117-9067-a22a566212d0","block_type":"box","text":"dilution, if a redemption transaction consists solely or partially of cash, the Authorized","page_number":2,"box":{"x":184,"y":652,"width":626,"height":12}},{"id":"7ca66a22-3579-456f-912c-f63f93c7df70","block_type":"box","text":"Participant may also be required to cover (up to the maximum amount shown below) certain","page_number":2,"box":{"x":184,"y":667,"width":674,"height":13}},{"id":"5b8d4278-3198-4990-870e-3c506c73e2ae","block_type":"box","text":"brokerage, tax, foreign exchange, execution and other costs and expenses related to the","page_number":2,"box":{"x":184,"y":683,"width":638,"height":12}},{"id":"da1e0168-8db4-45df-9275-91bd709843f9","block_type":"box","text":"execution of trades resulting from such transaction (which may, in certain instances, be based","page_number":2,"box":{"x":184,"y":698,"width":682,"height":13}},{"id":"eb907426-a927-477c-abdb-4a1fcc2c84f6","block_type":"box","text":"on a good faith estimate of transaction costs based on historical data or other inputs, at","page_number":2,"box":{"x":184,"y":714,"width":636,"height":12}},{"id":"19e7cedf-855a-4c32-b436-56a5432161cc","block_type":"box","text":"BlackRock’s discretion, and may include part or all of the spread between the expected bid and","page_number":2,"box":{"x":184,"y":729,"width":686,"height":13}},{"id":"b7f92593-9964-4c21-a861-1e49d78c4eb7","block_type":"box","text":"offer side of the market and anticipated market impact). However, a Fund is not obligated to","page_number":2,"box":{"x":184,"y":745,"width":668,"height":12}},{"id":"95d6ce6e-08d9-453c-b98c-85ed04f03fad","block_type":"box","text":"trade identical securities to the securities identified by BlackRock in estimating these transaction","page_number":2,"box":{"x":183,"y":760,"width":697,"height":13}},{"id":"e95c3c54-50c3-474c-9eae-03292b94b22a","block_type":"box","text":"and other costs and expenses. In certain cases, BlackRock or an affiliate may determine in its","page_number":2,"box":{"x":184,"y":776,"width":670,"height":13}},{"id":"be05c64c-7111-4c06-ade7-8a340abe0af8","block_type":"box","text":"discretion to deviate from the regular charge, subject to the maximum amounts shown below.","page_number":2,"box":{"x":184,"y":791,"width":683,"height":13}},{"id":"f4ae9928-3fec-4537-be9a-88ef1902cb1d","block_type":"box","text":"Authorized Participants will also bear the costs of transferring the Fund Securities from a Fund","page_number":2,"box":{"x":183,"y":815,"width":683,"height":12}},{"id":"b4972f35-aec8-4fc6-8af6-1a3d6c4a6aaa","block_type":"box","text":"to their account on their order. Certain fees/costs associated with redemption transactions may","page_number":2,"box":{"x":183,"y":830,"width":701,"height":13}},{"id":"8d56fe96-163b-44e2-9b4c-3bc4cc6e22be","block_type":"box","text":"be waived in certain circumstances. Investors who use the services of a broker or other financial","page_number":2,"box":{"x":184,"y":846,"width":699,"height":10}},{"id":"331c899e-205d-409d-b42c-09d985b3c510","block_type":"box","text":"intermediary to dispose of Fund shares may be charged a fee for such services.","page_number":2,"box":{"x":184,"y":861,"width":575,"height":13}},{"id":"0fb14556-8c82-42b0-8838-2065d9ddeb1e","block_type":"box","text":"The following table sets forth each Fund’s estimated redemption transaction fee based on data","page_number":3,"box":{"x":183,"y":69,"width":693,"height":13}},{"id":"4d6e8ae6-fa62-4fbc-8d25-4a341a365500","block_type":"box","text":"as of October 1, 2026 and maximum additional charge (as described above):","page_number":3,"box":{"x":184,"y":85,"width":560,"height":12}},{"id":"33eab33d-f3a4-4a89-a0bc-810caa5c168e","block_type":"box","text":"Fund","page_number":3,"box":{"x":117,"y":136,"width":29,"height":8}},{"id":"cdd92992-9b64-4619-bbd2-3e8cef6f81a7","block_type":"box","text":"Standard","page_number":3,"box":{"x":717,"y":105,"width":55,"height":8}},{"id":"abaec63a-2ce3-44b7-8fd9-1551c6a13f63","block_type":"box","text":"Redemption","page_number":3,"box":{"x":709,"y":115,"width":72,"height":10}},{"id":"384a7551-6d2e-4886-ac6a-ae097fd258f7","block_type":"box","text":"Transaction","page_number":3,"box":{"x":708,"y":126,"width":72,"height":7}},{"id":"419d1b28-4323-4d1e-b137-6704c673f5d1","block_type":"box","text":"Fee","page_number":3,"box":{"x":735,"y":136,"width":20,"height":8}},{"id":"7b5d02db-68ae-41b0-b033-1e7b29959355","block_type":"box","text":"Maximum","page_number":3,"box":{"x":821,"y":115,"width":60,"height":8}},{"id":"4bdcfcfa-fafd-4503-af6a-3674106f5250","block_type":"box","text":"Additional","page_number":3,"box":{"x":820,"y":125,"width":63,"height":8}},{"id":"4c813d21-57c7-4e5e-9cad-77cb4a72e2f4","block_type":"box","text":"Charge*","page_number":3,"box":{"x":826,"y":136,"width":51,"height":10}},{"id":"1f814b67-73f3-4f9c-9ae3-ddcf012d89f1","block_type":"box","text":"iShares Bloomberg Roll Select Commodity Strategy ETF $305 2.0%","page_number":3,"box":{"x":117,"y":158,"width":767,"height":13}},{"id":"a7ddafc0-4a0b-465c-bc1e-9575912dedaf","block_type":"box","text":"iShares GSCI Commodity Dynamic Roll Strategy ETF $0 2.0%","page_number":3,"box":{"x":117,"y":178,"width":767,"height":12}},{"id":"633185e6-11e9-446c-be64-446a7efc104b","block_type":"box","text":"iShares Strategic Metals ETF $0 2.0%","page_number":3,"box":{"x":117,"y":197,"width":767,"height":13}},{"id":"ec5adb69-2723-4017-b1b3-9fc609a9b55b","block_type":"box","text":"* As a percentage of the net asset value per Creation Unit.","page_number":3,"box":{"x":117,"y":225,"width":444,"height":13}},{"id":"ae9f9a00-b79b-47b5-b020-433e795a58d7","block_type":"box","text":"If you have any questions, please call 1-800-iShares (1-800-474-2737).","page_number":3,"box":{"x":117,"y":249,"width":521,"height":12}},{"id":"6d248e63-ee02-42e0-9b76-6bcae0de3ad9","block_type":"box","text":"iShares","page_number":3,"box":{"x":117,"y":869,"width":40,"height":8}},{"id":"78291682-8e31-4762-a365-b30e9ba00428","block_type":"box","text":"®","page_number":3,"box":{"x":158,"y":869,"width":8,"height":5}},{"id":"39344cfd-61d3-4910-89fb-8d8799b06be1","block_type":"box","text":"is a registered trademark of BlackRock Fund Advisors and its affiliates.","page_number":3,"box":{"x":170,"y":869,"width":406,"height":10}},{"id":"6e4438c6-1796-467a-9301-7069d0cb0bcb","block_type":"box","text":"IS-A-ESP-1026","page_number":3,"box":{"x":798,"y":887,"width":85,"height":8}},{"id":"fa5e3cfe-65ee-422d-8a54-3ef8695baff5","block_type":"box","text":"PLEASE RETAIN THIS SUPPLEMENT","page_number":3,"box":{"x":368,"y":911,"width":265,"height":9}},{"id":"b78a9d40-c790-4885-86a2-49cc1c88fc47","block_type":"box","text":"FOR FUTURE 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“Fund”)","page_number":5,"box":{"x":234,"y":116,"width":536,"height":12}},{"id":"0ab2af4f-cdb4-4d46-82ee-35a5734d3267","block_type":"box","text":"Effectively immediately, the fifth paragraph of the “Payments by BFA and its Affiliates” subsection of","page_number":5,"box":{"x":117,"y":139,"width":767,"height":13}},{"id":"19ff2725-ac4a-490a-9f8d-d350127be337","block_type":"box","text":"the section entitled “Investment Advisory, Administrative and Distribution Services” of the SAI for","page_number":5,"box":{"x":116,"y":154,"width":748,"height":13}},{"id":"adbb6a0e-d492-4b4e-9a78-25dd891adf79","block_type":"box","text":"each series is deleted in its entirety and replaced with the following:","page_number":5,"box":{"x":116,"y":170,"width":519,"height":13}},{"id":"203d42c1-d5f7-45b3-8afd-66e5cd86484d","block_type":"box","text":"In addition, BFA Entities have entered into other contractual arrangements with Intermediaries and","page_number":5,"box":{"x":117,"y":193,"width":719,"height":13}},{"id":"36e7512e-f785-4d49-ad48-ad9a641547a9","block_type":"box","text":"certain other third parties that the BFA Entities believe may benefit the business of the BFA Entities or","page_number":5,"box":{"x":116,"y":209,"width":737,"height":12}},{"id":"c7122e21-d748-4431-b829-f47ca8be6aa3","block_type":"box","text":"facilitate investment in the Fund or certain Products. Such agreements can include payments by BFA","page_number":5,"box":{"x":116,"y":224,"width":734,"height":13}},{"id":"8893cfba-6850-4f10-8e5a-3fb56a340635","block_type":"box","text":"Entities to such Intermediaries and third parties for data collection and provision, technology support,","page_number":5,"box":{"x":117,"y":240,"width":739,"height":12}},{"id":"571aac4f-d669-4c12-b3d4-22fcb8487608","block_type":"box","text":"platform enhancement, or educational content, co-marketing and cross-promotional efforts. In certain","page_number":5,"box":{"x":116,"y":255,"width":749,"height":13}},{"id":"c953258e-733e-4e4f-b1c4-5346fd0f86ee","block_type":"box","text":"cases, such payments to Intermediaries are subject to certain minimum payment levels or tiered","page_number":5,"box":{"x":116,"y":271,"width":701,"height":12}},{"id":"81db2367-e01c-49df-9702-fc2d7eeff984","block_type":"box","text":"payments. With respect to certain funds and Products, payments by the BFA Entities may take the form","page_number":5,"box":{"x":116,"y":286,"width":754,"height":13}},{"id":"97371c45-b72e-4dd0-a13a-88a1dbe90509","block_type":"box","text":"of, among other things, “due diligence” payments for an Intermediary’s review of such funds and","page_number":5,"box":{"x":116,"y":302,"width":708,"height":12}},{"id":"2ab33d90-4f4a-4677-a73b-d56842b6724a","block_type":"box","text":"Products; payment for providing employee training and information relating to such funds and Products;","page_number":5,"box":{"x":117,"y":317,"width":763,"height":13}},{"id":"21f8d6b5-85aa-4030-bf6a-54db2a0694f0","block_type":"box","text":"fees for access (in some cases on a preferential basis) to an Intermediary’s registered representatives,","page_number":5,"box":{"x":116,"y":333,"width":739,"height":12}},{"id":"d0bfafb4-c9b8-4031-a464-ddbf4e5b96e4","block_type":"box","text":"salespersons or other personnel, fees for maintaining an Intermediary’s investor platform, “shelf space”","page_number":5,"box":{"x":116,"y":348,"width":753,"height":13}},{"id":"3a81dbb2-2dc1-4d31-a1ff-cfba7e7fd7b1","block_type":"box","text":"payments for making such funds and Products available on the Intermediary’s platform or fees for","page_number":5,"box":{"x":116,"y":364,"width":716,"height":12}},{"id":"a7687706-39f7-46ac-bcb7-3605466a52ac","block_type":"box","text":"providing assistance in promoting the sale of such funds and Products. In such cases, the payments to","page_number":5,"box":{"x":116,"y":379,"width":747,"height":13}},{"id":"3f712d2a-ccbb-43f1-aa74-393e53720815","block_type":"box","text":"Intermediaries may be tiered or based on a percentage of the value of the funds and Products held by","page_number":5,"box":{"x":117,"y":395,"width":738,"height":12}},{"id":"f76f8b7e-f474-42a9-9f91-b9c982a148dc","block_type":"box","text":"customers of the applicable Intermediary and may also be subject to minimum payment levels. Payments","page_number":5,"box":{"x":116,"y":410,"width":769,"height":13}},{"id":"53146a92-3f1a-41fc-9d30-732c3bed8c1a","block_type":"box","text":"made pursuant to such arrangements may vary in any year and may be different for different","page_number":5,"box":{"x":117,"y":426,"width":677,"height":12}},{"id":"ef1e871f-3c03-48d2-bfc5-e003f3ebd858","block_type":"box","text":"Intermediaries and third parties and may reflect different services provided. As of the date of this SAI, the","page_number":5,"box":{"x":117,"y":441,"width":764,"height":13}},{"id":"30fbbc1f-5995-4280-9f9e-1e0b9c8212be","block_type":"box","text":"Intermediaries and other third parties (or their respective affiliates) receiving one or more types of the","page_number":5,"box":{"x":117,"y":457,"width":740,"height":12}},{"id":"f48a4549-ca49-4ea0-9dff-fe63211c7309","block_type":"box","text":"contractual payments described above include (in addition to FBS and NFS): &Partners, Advisor Credit","page_number":5,"box":{"x":116,"y":472,"width":743,"height":13}},{"id":"a6e013db-35dd-44f2-8f3a-55a32bfaa9a2","block_type":"box","text":"Exchange, AE Wealth Management, LLC, American Enterprise Investment Services, Inc., Avantax","page_number":5,"box":{"x":117,"y":488,"width":702,"height":12}},{"id":"c8604980-4d6f-44f7-b420-93f300a5c529","block_type":"box","text":"Investment Services, Inc., BNY Mellon Capital Markets, LLC, BNY Mellon Performance & Risk Analytics,","page_number":5,"box":{"x":117,"y":503,"width":744,"height":13}},{"id":"e7b198ba-106d-4cc6-8026-783507bd1736","block_type":"box","text":"LLC, Cetera Financial Group, Inc., Charles Schwab & Co., Inc., Clearstream Fund Centre AG,","page_number":5,"box":{"x":117,"y":519,"width":660,"height":12}},{"id":"4bfd9c67-6afb-4a45-b403-9f184ef66407","block_type":"box","text":"Commonwealth Equity Services, LLC, Dorsey Wright and Associates, LLC, Dynasty Financial Partners LLC,","page_number":5,"box":{"x":116,"y":534,"width":769,"height":13}},{"id":"23d5e760-8785-4c46-a6fa-7e5ffef5c33c","block_type":"box","text":"E*Trade Securities LLC, Envestnet Asset Management, Inc., Equitable Advisors, LLC, iCapital Markets LLC,","page_number":5,"box":{"x":117,"y":550,"width":767,"height":12}},{"id":"5a835877-02d0-4258-8a45-2eddfe29e266","block_type":"box","text":"Interactive Brokers LLC, LPL Financial LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MML","page_number":5,"box":{"x":117,"y":565,"width":726,"height":13}},{"id":"4a5bc7ce-bbf2-47df-b0c6-e66a8a515f66","block_type":"box","text":"Investors Services, LLC, Morgan Stanley Smith Barney LLC, Northwestern Mutual Investment Services,","page_number":5,"box":{"x":117,"y":581,"width":742,"height":12}},{"id":"087cc00f-0dd5-4b83-891b-1a0d1859093c","block_type":"box","text":"LLC, Orion Portfolio Solutions, LLC, Pershing LLC, Raymond James Financial Services, Inc., Riskalyze, Inc.,","page_number":5,"box":{"x":117,"y":596,"width":760,"height":13}},{"id":"4d05ef5b-b4c2-4d73-9a4f-bd125aa9677a","block_type":"box","text":"Rockefeller Financial LLC, Sanctuary Wealth Group, LLC, UBS Financial Services Inc., Wells Fargo Clearing","page_number":5,"box":{"x":117,"y":612,"width":763,"height":12}},{"id":"03758a6f-f029-4cbc-81f7-885017aa5f97","block_type":"box","text":"Services, LLC and Wells Fargo Advisors Financial Network, LLC. Any additions, modifications, or deletions","page_number":5,"box":{"x":116,"y":627,"width":767,"height":13}},{"id":"e5796c29-49f4-4c73-bb68-1d94add6e3d0","block_type":"box","text":"to Intermediaries and other third parties listed above that have occurred since the date of this SAI are not","page_number":5,"box":{"x":116,"y":643,"width":766,"height":12}},{"id":"413bbe0c-fb5e-483c-abcd-e0b1d90b7c51","block_type":"box","text":"included in the list.","page_number":5,"box":{"x":117,"y":658,"width":139,"height":10}},{"id":"814555aa-11ab-4a1b-aaee-d8e9f3cc7962","block_type":"box","text":"If you have any questions, please call 1-800-iShares (1-800-474-2737).","page_number":5,"box":{"x":117,"y":682,"width":516,"height":12}},{"id":"b992c006-1c36-45d6-97e0-94aa3ec786fb","block_type":"box","text":"iShares","page_number":5,"box":{"x":117,"y":869,"width":40,"height":8}},{"id":"26d57a13-6464-4ec1-8523-5dffc41d479f","block_type":"box","text":"®","page_number":5,"box":{"x":158,"y":869,"width":8,"height":5}},{"id":"ab0eaf40-899b-44b0-ae4b-31ea465584d8","block_type":"box","text":"is a registered trademark of BlackRock Fund Advisors and its affiliates.","page_number":5,"box":{"x":170,"y":869,"width":406,"height":10}},{"id":"0e68f3d5-59da-44c5-a273-307f40ffcd92","block_type":"box","text":"IS-A-IntermSAI-0926","page_number":5,"box":{"x":761,"y":887,"width":122,"height":8}},{"id":"606c0bdd-e66e-4b48-a237-b2e2152d62b3","block_type":"box","text":"PLEASE RETAIN THIS SUPPLEMENT","page_number":5,"box":{"x":368,"y":911,"width":265,"height":9}},{"id":"79bd9876-7656-4461-a9ea-e3ca86d82e49","block_type":"box","text":"FOR FUTURE REFERENCE","page_number":5,"box":{"x":407,"y":926,"width":186,"height":10}},{"id":"375b78c5-9ab7-41b3-a819-9b6c5b2b9d50","block_type":"box","text":"iShares","page_number":6,"box":{"x":445,"y":87,"width":95,"height":15}},{"id":"f24f47e5-15f5-4360-827e-45f2e58d9b61","block_type":"box","text":"®","page_number":6,"box":{"x":541,"y":85,"width":15,"height":12}},{"id":"7cf8caf9-180e-4241-877b-279e393cdaf5","block_type":"box","text":"iShares Trust, iShares U.S. ETF Trust and iShares, Inc.","page_number":6,"box":{"x":282,"y":123,"width":435,"height":12}},{"id":"58b49d13-61eb-4703-918b-c555af94fae6","block_type":"box","text":"Supplement dated April 2, 2026","page_number":6,"box":{"x":375,"y":139,"width":249,"height":12}},{"id":"b7550b41-9fe0-4096-8dd0-6f0abcdbffba","block_type":"box","text":"to the currently effective Summary Prospectus,","page_number":6,"box":{"x":311,"y":154,"width":376,"height":12}},{"id":"12ba24a5-6aeb-4b34-a118-17eb6b33aa30","block_type":"box","text":"Prospectus and Statement of Additional Information (“SAI”)","page_number":6,"box":{"x":262,"y":170,"width":476,"height":12}},{"id":"ca026642-27df-4177-b91f-c9cf04958820","block_type":"box","text":"for the Funds listed in Appendix A and Appendix B","page_number":6,"box":{"x":296,"y":185,"width":406,"height":12}},{"id":"40e8ad34-34d1-4f98-ab46-68524fc2f541","block_type":"box","text":"(each, a “Fund” and collectively, the “Funds”)","page_number":6,"box":{"x":316,"y":201,"width":367,"height":12}},{"id":"a6d8e871-481e-40a0-9b57-a5cee8a51d0b","block_type":"box","text":"Effective immediately, BlackRock International Limited is added as a Sub-Adviser for the iShares","page_number":6,"box":{"x":117,"y":232,"width":717,"height":12}},{"id":"fbb0a300-8b88-41a9-9d0e-484c32ac484a","block_type":"box","text":"Bloomberg Roll Select Commodity Strategy ETF, and the following changes are made:","page_number":6,"box":{"x":117,"y":247,"width":642,"height":12}},{"id":"253d1e5b-2db1-4b7c-8dc7-b4c5d24568ee","block_type":"box","text":"1. In the Fund’s Summary Prospectus and Prospectus (Fund Summary), the first paragraph","page_number":6,"box":{"x":151,"y":278,"width":693,"height":12}},{"id":"9b92f7b2-8d76-426a-89e4-bb118f4a19e3","block_type":"box","text":"under the “Management” section is deleted in its entirety and replaced with the following:","page_number":6,"box":{"x":184,"y":294,"width":656,"height":12}},{"id":"abc0f983-63f2-4be0-8889-81a75166b56c","block_type":"box","text":"Investment Adviser and Sub-Adviser","page_number":6,"box":{"x":184,"y":325,"width":293,"height":9}},{"id":"f64070f8-99fd-420b-b07d-1b460eea9156","block_type":"box","text":". The Fund’s investment adviser is BFA. The Fund’s","page_number":6,"box":{"x":478,"y":325,"width":384,"height":9}},{"id":"4f55f55c-4975-4718-acc1-4e5b42257a17","block_type":"box","text":"sub-adviser is BlackRock International Limited (“BIL” or the “Sub-Adviser”).","page_number":6,"box":{"x":184,"y":340,"width":554,"height":12}},{"id":"b4893871-a93e-4ca1-9625-722d2d7ac76e","block_type":"box","text":"2. In the Fund’s Prospectus, the “Management of the Funds – Sub-Adviser” section is updated","page_number":6,"box":{"x":150,"y":371,"width":714,"height":12}},{"id":"40fe63a1-2a6f-4947-8523-783ff27729e3","block_type":"box","text":"to state that BlackRock Fund Advisors has entered into a sub-advisory agreement with BIL","page_number":6,"box":{"x":183,"y":387,"width":673,"height":12}},{"id":"a33cb12a-5194-4c66-a667-3f9e34ad0540","block_type":"box","text":"with respect to the Fund.","page_number":6,"box":{"x":183,"y":402,"width":183,"height":12}},{"id":"59fcddd6-228a-4285-b628-9221f6581428","block_type":"box","text":"3. In the Fund’s SAI, the second paragraph of the “General Description of the Trust and the","page_number":6,"box":{"x":150,"y":433,"width":691,"height":12}},{"id":"3520d191-7480-4048-b83b-62f4f1f2e875","block_type":"box","text":"Fund” section is deleted in its entirety and replaced with the following:","page_number":6,"box":{"x":184,"y":449,"width":515,"height":12}},{"id":"98c9ade1-c2b4-4507-92c6-1af3cbaf7d09","block_type":"box","text":"The Fund is managed by BlackRock Fund Advisors (“BFA”) and sub-advised by BlackRock","page_number":6,"box":{"x":183,"y":480,"width":677,"height":12}},{"id":"23a29a9c-2e47-4a98-aa5b-1582938f77a4","block_type":"box","text":"International Limited (“BIL”), each of which is a consolidated subsidiary of BlackRock, Inc.,","page_number":6,"box":{"x":185,"y":495,"width":667,"height":12}},{"id":"c78c2aac-bb2d-4b0d-a3d9-6a2ce0592f4b","block_type":"box","text":"and generally seeks to track the investment results of the specific benchmark index identified","page_number":6,"box":{"x":184,"y":511,"width":689,"height":12}},{"id":"9c2d79f6-254a-49fb-bd0d-59851210f6c9","block_type":"box","text":"in the Fund’s Prospectus (the “Underlying Index”).","page_number":6,"box":{"x":184,"y":526,"width":369,"height":12}},{"id":"61045942-d326-4395-8818-e8b8d10e42db","block_type":"box","text":"4. 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The","page_number":6,"box":{"x":184,"y":774,"width":665,"height":12}},{"id":"d1c8327b-5611-4c21-b3b7-df073ded517d","block_type":"box","text":"Sub-Adviser is an investment adviser located in the U.K. The Sub-Adviser is an affiliate of","page_number":6,"box":{"x":184,"y":790,"width":666,"height":9}},{"id":"0cab51d1-45d8-45e3-a61f-4324b435d67a","block_type":"box","text":"BFA, an SEC-registered investment adviser, and a commodity trading advisor.","page_number":6,"box":{"x":184,"y":805,"width":580,"height":12}},{"id":"a30a1a21-e9e3-4ff5-a8ee-f0f6839a7d90","block_type":"box","text":"Under the Sub-Advisory Agreement, subject to the supervision and oversight of the Board and","page_number":6,"box":{"x":184,"y":836,"width":698,"height":12}},{"id":"a78cf7ba-96bf-47c1-8d9a-7b1394cb972f","block_type":"box","text":"BFA, the Sub-Adviser is responsible for day-to-day management of specified assets in the","page_number":6,"box":{"x":184,"y":852,"width":668,"height":12}},{"id":"0afa5b28-90c1-4c18-acfa-d09985aa3d74","block_type":"box","text":"Fund’s portfolio. Pursuant to the Sub-Advisory Agreement, BFA pays the Sub-Adviser for","page_number":7,"box":{"x":184,"y":87,"width":661,"height":12}},{"id":"f6f2f865-ffb1-41e9-b1c4-b7f870ca74af","block_type":"box","text":"services it provides a fee equal to 60% of the management fee paid to BFA under the","page_number":7,"box":{"x":184,"y":102,"width":633,"height":13}},{"id":"e8c42007-6520-4ebf-89e5-ed9809e8bb33","block_type":"box","text":"Investment Advisory Agreement.","page_number":7,"box":{"x":185,"y":118,"width":240,"height":12}},{"id":"33ecd181-5c46-45c5-8e3c-79e616cf8e9f","block_type":"box","text":"Unless earlier terminated as described below, each Advisory Agreement will remain in effect","page_number":7,"box":{"x":184,"y":149,"width":684,"height":12}},{"id":"6de28312-49d6-4cb8-8b32-b7958ba74a28","block_type":"box","text":"for an initial two-year period and from year to year if approved annually (i) by the Board or by","page_number":7,"box":{"x":183,"y":165,"width":689,"height":12}},{"id":"338580c4-aea8-4803-99e5-ee52f377c6ac","block_type":"box","text":"a vote of a majority of the applicable Fund’s outstanding voting securities and (ii) by a majority","page_number":7,"box":{"x":184,"y":180,"width":697,"height":12}},{"id":"3f53dc82-777f-459a-ba95-4a4dc995a34c","block_type":"box","text":"of the Trustees who are not parties to such agreement or interested persons (as defined in","page_number":7,"box":{"x":184,"y":196,"width":671,"height":12}},{"id":"add4b854-b87d-4bbf-ab8a-e01c10148818","block_type":"box","text":"the 1940 Act) of any such party by a vote cast in person at a meeting called for the purpose of","page_number":7,"box":{"x":183,"y":211,"width":699,"height":12}},{"id":"ac3d06d6-b9c7-4e5c-a782-88d8283af3aa","block_type":"box","text":"voting on such approval.","page_number":7,"box":{"x":183,"y":227,"width":181,"height":12}},{"id":"7f19ebe6-e747-43e5-864b-1c232067ae17","block_type":"box","text":"Each Advisory Agreement with respect to the Fund is terminable without penalty, on 60 days’","page_number":7,"box":{"x":184,"y":258,"width":689,"height":12}},{"id":"89f618a2-6904-4302-8dd3-f63f656ab788","block_type":"box","text":"notice, by the Board or by a vote of the holders of a majority of the Fund’s outstanding voting","page_number":7,"box":{"x":184,"y":273,"width":687,"height":12}},{"id":"2a12db93-fdbf-4a25-85bf-44296463f547","block_type":"box","text":"securities (as defined in the 1940 Act). The Sub-Advisory Agreement is also terminable on 60","page_number":7,"box":{"x":184,"y":289,"width":692,"height":12}},{"id":"973bda13-5bba-4cad-a9c7-9d0d41fbe555","block_type":"box","text":"days’ written notice at the option of either BFA or the Sub-Adviser. Each Advisory Agreement","page_number":7,"box":{"x":184,"y":304,"width":690,"height":12}},{"id":"0dbf463d-8345-4202-9aba-e280d1e006c4","block_type":"box","text":"will terminate automatically in the event of its assignment (as defined in the 1940 Act).","page_number":7,"box":{"x":183,"y":320,"width":638,"height":12}},{"id":"b649e1c2-671b-4ef3-87b3-a6864b4ff0a7","block_type":"box","text":"*******","page_number":7,"box":{"x":463,"y":351,"width":73,"height":3}},{"id":"c15c7e93-49fa-4a67-92ef-992e70df702e","block_type":"box","text":"Effective immediately, Franzel Medina is added as a portfolio manager for each Fund listed in","page_number":7,"box":{"x":117,"y":382,"width":693,"height":12}},{"id":"4c73f52c-b5da-4f1b-9737-bc061880eaf7","block_type":"box","text":"Appendix A, and the following changes are made:","page_number":7,"box":{"x":116,"y":397,"width":369,"height":12}},{"id":"6f8f43f6-156e-4900-9dca-e2097635f757","block_type":"box","text":"1. In the Summary Prospectus and Prospectus (Fund Summary) for each of the iShares","page_number":7,"box":{"x":151,"y":428,"width":666,"height":12}},{"id":"d5dff46b-0155-4123-a459-594ff3d47740","block_type":"box","text":"Currency Hedged MSCI EAFE ETF, iShares Currency Hedged MSCI Emerging Markets ETF,","page_number":7,"box":{"x":184,"y":444,"width":693,"height":12}},{"id":"3ae2e4e6-33cc-4019-9e61-c5b314b2093e","block_type":"box","text":"iShares Currency Hedged MSCI Eurozone ETF and iShares Currency Hedged MSCI Japan","page_number":7,"box":{"x":184,"y":459,"width":680,"height":12}},{"id":"a10d38c8-cfd7-450c-aceb-6f52779d2b5a","block_type":"box","text":"ETF, the “Portfolio Manager” section is deleted in its entirety and replaced with the following:","page_number":7,"box":{"x":184,"y":475,"width":684,"height":12}},{"id":"34357f23-e0de-4b24-b1db-b5698d976fcb","block_type":"box","text":"Portfolio Managers.","page_number":7,"box":{"x":184,"y":506,"width":155,"height":12}},{"id":"da4d0da9-8a6b-4367-83d8-e31847b910f1","block_type":"box","text":"Orlando Montalvo and Franzel Medina (the “Portfolio Managers”) are","page_number":7,"box":{"x":346,"y":506,"width":510,"height":12}},{"id":"b895b65e-649e-45a8-9172-bdf27b965d9c","block_type":"box","text":"primarily responsible for the day-to-day management of the Fund. Mr. Montalvo and","page_number":7,"box":{"x":184,"y":521,"width":621,"height":12}},{"id":"aa8cfd13-e9ad-4df3-8cb1-77b6d428f021","block_type":"box","text":"Ms. Medina have been Portfolio Managers of the Fund since 2014 and 2026, respectively.","page_number":7,"box":{"x":184,"y":537,"width":667,"height":12}},{"id":"dc208b38-42cf-4b0d-bbbe-527e63c3439f","block_type":"box","text":"2. In the Summary Prospectus and Prospectus (Fund Summary) for each of the iShares","page_number":7,"box":{"x":150,"y":568,"width":667,"height":12}},{"id":"708b55de-3579-4b14-a080-e59daa5fd8b7","block_type":"box","text":"Currency Hedged MSCI ACWI ex U.S. ETF and iShares Currency Hedged MSCI EAFE","page_number":7,"box":{"x":184,"y":583,"width":648,"height":12}},{"id":"425ea5f0-1a4c-4ff3-bacb-f5f76d987ef0","block_type":"box","text":"Small-Cap ETF, the “Portfolio Manager” section is deleted in its entirety and replaced with the","page_number":7,"box":{"x":184,"y":599,"width":694,"height":12}},{"id":"371f7cb5-e738-460f-ba1d-579b54a28f20","block_type":"box","text":"following:","page_number":7,"box":{"x":183,"y":614,"width":69,"height":12}},{"id":"e54bb9f5-439f-40a4-a438-5c15cc23dfa6","block_type":"box","text":"Portfolio Managers.","page_number":7,"box":{"x":184,"y":645,"width":155,"height":12}},{"id":"93ad9b85-5b85-4adc-b95a-e426be4b6b3c","block_type":"box","text":"Orlando Montalvo and Franzel Medina (the “Portfolio Managers”) are","page_number":7,"box":{"x":346,"y":645,"width":510,"height":12}},{"id":"e4d4a372-be6f-4869-853c-b848a9b19f47","block_type":"box","text":"primarily responsible for the day-to-day management of the Fund. 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In the Summary Prospectus and Prospectus (Fund Summary) for the iShares Bloomberg Roll","page_number":8,"box":{"x":151,"y":406,"width":725,"height":12}},{"id":"6971e62b-bd4f-4bc4-b04c-57921dfb72f2","block_type":"box","text":"Select Commodity Strategy ETF, the “Portfolio Managers” section is deleted in its entirety and","page_number":8,"box":{"x":184,"y":421,"width":695,"height":12}},{"id":"95b4500d-f73a-44f1-8951-86f735e30774","block_type":"box","text":"replaced with the following:","page_number":8,"box":{"x":184,"y":437,"width":200,"height":12}},{"id":"c7bf4f07-8ad9-4292-9c2d-0714bf78433b","block_type":"box","text":"Portfolio Managers.","page_number":8,"box":{"x":184,"y":466,"width":155,"height":13}},{"id":"7b9822ab-2c58-4fdf-a4da-772d203fb688","block_type":"box","text":"Orlando Montalvo, Richard Mejzak, Erin Armstrong and Kyle Peppo (the","page_number":8,"box":{"x":346,"y":466,"width":535,"height":13}},{"id":"a2213aa0-f71d-4400-a575-bf74589f61c5","block_type":"box","text":"“Portfolio Managers”) are primarily responsible for the day-to-day management of the Fund.","page_number":8,"box":{"x":184,"y":482,"width":678,"height":12}},{"id":"b1b8c7cd-0347-405e-a226-186648ad7cec","block_type":"box","text":"Mr. Montalvo, Mr. Mejzak, Ms. Armstrong and Mr. Peppo have been Portfolio Managers of the","page_number":8,"box":{"x":184,"y":497,"width":698,"height":13}},{"id":"cb870297-8b79-45b6-8054-443fa810a312","block_type":"box","text":"Fund since 2023, 2018, 2025 and 2026, respectively.","page_number":8,"box":{"x":184,"y":513,"width":393,"height":12}},{"id":"fae9e937-fc62-4ee2-8bce-74d8c351e6c6","block_type":"box","text":"2. In the Summary Prospectus and Prospectus (Fund Summary) for the iShares GSCI","page_number":8,"box":{"x":150,"y":543,"width":652,"height":12}},{"id":"bb5178a7-2abc-4c90-93f4-02507e60fa64","block_type":"box","text":"Commodity Dynamic Roll Strategy ETF, the “Portfolio Managers” section is deleted in its","page_number":8,"box":{"x":184,"y":558,"width":655,"height":12}},{"id":"42ed772c-9f56-46ea-86d5-503bbfb13d7a","block_type":"box","text":"entirety and replaced with the following:","page_number":8,"box":{"x":184,"y":574,"width":292,"height":12}},{"id":"098d46ce-22a5-4a3e-b9ca-4a7065cf39f9","block_type":"box","text":"Portfolio Managers.","page_number":8,"box":{"x":184,"y":603,"width":155,"height":12}},{"id":"334a5677-1b4e-4558-b662-6d63507aade1","block_type":"box","text":"Orlando Montalvo, Richard Mejzak, Erin Armstrong and Kyle Peppo (the","page_number":8,"box":{"x":346,"y":603,"width":535,"height":12}},{"id":"bd0f901d-a4b0-4c90-b9d9-8ffc46d9fbcd","block_type":"box","text":"“Portfolio Managers”) are primarily responsible for the day-to-day management of the Fund.","page_number":8,"box":{"x":184,"y":619,"width":678,"height":12}},{"id":"ee14b199-da92-4d56-b8d0-402d241e1ccc","block_type":"box","text":"Mr. Montalvo, Mr. Mejzak, Ms. Armstrong and Mr. Peppo have been Portfolio Managers of the","page_number":8,"box":{"x":184,"y":634,"width":698,"height":12}},{"id":"f9adeaed-b381-44cf-bef2-e9c08f630429","block_type":"box","text":"Fund since 2023, 2016, 2025 and 2026, respectively.","page_number":8,"box":{"x":184,"y":650,"width":393,"height":12}},{"id":"6600ad43-8d7d-41aa-af96-87dc5bd497b0","block_type":"box","text":"3. In the Summary Prospectus and Prospectus (Fund Summary) for the iShares Transition","page_number":8,"box":{"x":150,"y":679,"width":691,"height":13}},{"id":"aa6e3ee3-9da7-474a-9939-f00c1c067585","block_type":"box","text":"Enabling Metals ETF, the “Portfolio Managers” section is deleted in its entirety and replaced","page_number":8,"box":{"x":184,"y":695,"width":680,"height":12}},{"id":"a0dd27f6-b1d3-49b1-9af8-8bc734038db9","block_type":"box","text":"with the following:","page_number":8,"box":{"x":183,"y":710,"width":131,"height":13}},{"id":"7d72975a-8106-4c53-a0d6-f7a9ad6b1362","block_type":"box","text":"Portfolio Managers.","page_number":8,"box":{"x":184,"y":740,"width":155,"height":12}},{"id":"40bdab4e-1198-4395-83a3-9219ce6362a9","block_type":"box","text":"Orlando Montalvo, Richard Mejzak, Erin Armstrong and Kyle Peppo (the","page_number":8,"box":{"x":346,"y":740,"width":535,"height":12}},{"id":"c98795e5-9509-499a-b6c5-841495cef131","block_type":"box","text":"“Portfolio Managers”) are primarily responsible for the day-to-day management of the Fund.","page_number":8,"box":{"x":184,"y":756,"width":678,"height":12}},{"id":"0f35d197-9589-4a2b-b396-96fda2e83d14","block_type":"box","text":"Mr. Montalvo, Mr. Mejzak, Ms. Armstrong and Mr. Peppo have been Portfolio Managers of the","page_number":8,"box":{"x":184,"y":771,"width":698,"height":12}},{"id":"8be90b36-ac7d-4f0e-a570-fe56057fdbc6","block_type":"box","text":"Fund since 2025, 2023, 2025 and 2026, respectively.","page_number":8,"box":{"x":184,"y":787,"width":393,"height":12}},{"id":"b299e316-e3f4-470d-9ff6-354aba54bbe9","block_type":"box","text":"4. In the Prospectus for each Fund listed in Appendix B, the “Management of the Funds –","page_number":8,"box":{"x":150,"y":816,"width":679,"height":12}},{"id":"a96e8277-091f-4986-8ab7-5b86a35bf352","block_type":"box","text":"Portfolio Managers” section is updated to state that Orlando Montalvo, Richard Mejzak, Erin","page_number":8,"box":{"x":184,"y":832,"width":680,"height":12}},{"id":"60e439d1-551a-47c3-bd28-09d9e8647f0c","block_type":"box","text":"Armstrong and Kyle Peppo are primarily responsible for the day-to-day management of the","page_number":8,"box":{"x":183,"y":847,"width":675,"height":12}},{"id":"e304cb99-a3c0-41c7-aeff-b988cd338c07","block_type":"box","text":"Fund. In addition, the following is added to that section:","page_number":8,"box":{"x":184,"y":863,"width":408,"height":12}},{"id":"06bbc375-30b0-462d-9b8c-cbbfb7b4caa8","block_type":"box","text":"Kyle Peppo has been employed by BFA or its affiliates as a portfolio manager since 2017. He","page_number":8,"box":{"x":184,"y":892,"width":693,"height":13}},{"id":"e2c903d3-4560-42ef-b130-4bee1b76e6be","block_type":"box","text":"is a Director of BlackRock, Inc.","page_number":8,"box":{"x":184,"y":908,"width":227,"height":11}},{"id":"f34311eb-f4fb-4c58-ac80-f7c4d6161d89","block_type":"box","text":"5. In the SAI for each Fund listed in Appendix B, the following is added to the “Investment","page_number":9,"box":{"x":150,"y":87,"width":678,"height":12}},{"id":"b7ceeb3d-4c8c-46cd-b4ba-337eac5664de","block_type":"box","text":"Advisory, Administrative and Distribution Services – Portfolio Managers” section:","page_number":9,"box":{"x":183,"y":102,"width":597,"height":13}},{"id":"3283f8e3-8e95-4d07-bbd6-5d9c21872bb5","block_type":"box","text":"Kyle Peppo","page_number":9,"box":{"x":184,"y":134,"width":90,"height":12}},{"id":"77f1f959-6bae-435e-b753-60cc7cf7a2ac","block_type":"box","text":"(as of March 27, 2026)","page_number":9,"box":{"x":280,"y":134,"width":168,"height":12}},{"id":"16b51b10-af31-43e9-ac4e-fe8226423e26","block_type":"box","text":"Number","page_number":9,"box":{"x":405,"y":165,"width":63,"height":9}},{"id":"0d079bb1-33f9-4cdd-96bb-525d70024ee5","block_type":"box","text":"of Other","page_number":9,"box":{"x":404,"y":180,"width":65,"height":10}},{"id":"d679dbb8-0fa1-47b7-b909-b3a578c78532","block_type":"box","text":"Accounts","page_number":9,"box":{"x":404,"y":196,"width":76,"height":9}},{"id":"6ea1a2b6-af58-49d8-a0b7-7a41cb2e7bbb","block_type":"box","text":"Total Assets Number of Other","page_number":9,"box":{"x":498,"y":165,"width":293,"height":9}},{"id":"99dfc306-400e-4c48-ae5c-152d5b1867ad","block_type":"box","text":"Accounts with","page_number":9,"box":{"x":657,"y":180,"width":114,"height":10}},{"id":"3e1e90c9-37e4-4b77-a6dc-18bef86bbcb3","block_type":"box","text":"Performance 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A","page_number":9,"box":{"x":453,"y":393,"width":93,"height":12}},{"id":"0e5d168b-4f25-46f3-97cc-f6dd54d9f0ca","block_type":"box","text":"Fund Name Market Ticker","page_number":9,"box":{"x":298,"y":419,"width":493,"height":10}},{"id":"fc9919b9-41e5-486f-8b03-75187d29c124","block_type":"box","text":"iShares Currency Hedged MSCI ACWI ex U.S. ETF HAWX","page_number":9,"box":{"x":125,"y":440,"width":637,"height":12}},{"id":"3c9471ce-a85a-4dbd-9d62-245db8a996c4","block_type":"box","text":"iShares Currency Hedged MSCI EAFE ETF HEFA","page_number":9,"box":{"x":125,"y":459,"width":634,"height":12}},{"id":"9947b08b-281e-4b89-a101-e8412116fdf7","block_type":"box","text":"iShares Currency Hedged MSCI EAFE Small-Cap ETF HSCZ","page_number":9,"box":{"x":125,"y":478,"width":634,"height":13}},{"id":"697e05f8-7673-4dc0-b385-449a6fee51f7","block_type":"box","text":"iShares Currency Hedged MSCI Emerging Markets ETF HEEM","page_number":9,"box":{"x":125,"y":498,"width":635,"height":12}},{"id":"d2cc0951-e7f2-422c-86fa-a4448e87f6f8","block_type":"box","text":"iShares Currency Hedged MSCI Eurozone ETF HEZU","page_number":9,"box":{"x":125,"y":517,"width":633,"height":12}},{"id":"b80d96f5-fad3-4d19-8351-f1e511719dc1","block_type":"box","text":"iShares Currency Hedged MSCI Japan ETF HEWJ","page_number":9,"box":{"x":125,"y":537,"width":634,"height":12}},{"id":"4bf45afd-cf04-4443-b4b1-d77028a7d938","block_type":"box","text":"Appendix B","page_number":9,"box":{"x":453,"y":583,"width":92,"height":12}},{"id":"7d0d5ae8-dff2-4f71-a7a6-5444f56e34f3","block_type":"box","text":"Fund Name Market Ticker","page_number":9,"box":{"x":298,"y":609,"width":493,"height":10}},{"id":"6c6df9fe-3eae-4441-9aa3-b974a88257aa","block_type":"box","text":"iShares Bloomberg Roll Select Commodity Strategy ETF 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(1-800-474-2737).","page_number":9,"box":{"x":117,"y":711,"width":528,"height":12}},{"id":"dbed40c2-f6e2-4074-b0e0-c4b9fa277513","block_type":"box","text":"iShares","page_number":9,"box":{"x":117,"y":742,"width":49,"height":8}},{"id":"83ba63a9-6a1c-49a5-9bb0-9358349bb297","block_type":"box","text":"®","page_number":9,"box":{"x":167,"y":741,"width":8,"height":6}},{"id":"bfdbf0ae-4c31-4fcd-93e9-0ef18eb8db13","block_type":"box","text":"is a registered trademark of BlackRock Fund Advisors and its affiliates.","page_number":9,"box":{"x":181,"y":742,"width":471,"height":11}},{"id":"f01cd9e2-0443-4afc-a413-dcfb075c5d0d","block_type":"box","text":"IS-SUPP-NPM-0426","page_number":9,"box":{"x":762,"y":771,"width":121,"height":8}},{"id":"b01777eb-331d-4c99-863d-558b0b244d06","block_type":"box","text":"PLEASE RETAIN THIS SUPPLEMENT","page_number":9,"box":{"x":354,"y":801,"width":292,"height":9}},{"id":"ddad8054-ebb4-4246-bd45-e158f6516a7d","block_type":"box","text":"FOR FUTURE 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The Trust was organized as a Delaware statutory trust on","page_number":15,"box":{"x":59,"y":108,"width":858,"height":13}},{"id":"358df00e-5a9c-4b53-94d9-2beb33c21a3f","block_type":"box","text":"June 21, 2011 and is authorized to have multiple series or portfolios. The Trust is an open-end management investment","page_number":15,"box":{"x":58,"y":123,"width":834,"height":13}},{"id":"baed0d75-63b7-47ff-8583-8a70ba7a782e","block_type":"box","text":"company registered with the SEC under the 1940 Act. The offering of the Trust’s shares is registered under the Securities Act","page_number":15,"box":{"x":59,"y":138,"width":873,"height":13}},{"id":"bcf740d4-da2f-4996-8138-189f9940f5a5","block_type":"box","text":"of 1933, as amended (the “1933 Act”). This SAI relates solely to the Fund.","page_number":15,"box":{"x":59,"y":154,"width":514,"height":12}},{"id":"c1cc2916-2396-47f7-959c-85151e8a9347","block_type":"box","text":"The Fund is managed by BlackRock Fund Advisors (“BFA”) and sub-advised by BlackRock International Limited (“BIL”), each","page_number":15,"box":{"x":59,"y":180,"width":866,"height":12}},{"id":"5b32a2e8-ce88-42bd-ac46-ff37dfaf86da","block_type":"box","text":"of which is a consolidated subsidiary of BlackRock, Inc, and generally seeks to track the investment results of the specific","page_number":15,"box":{"x":59,"y":195,"width":845,"height":12}},{"id":"39ca21e5-59b6-46a4-bdf8-b551c5215cfc","block_type":"box","text":"benchmark index identified in the Fund’s Prospectus (the “Underlying Index”).","page_number":15,"box":{"x":60,"y":210,"width":547,"height":13}},{"id":"b1f9ec71-d68f-46d0-bb5a-a5b0100e9ab0","block_type":"box","text":"The Fund offers and issues shares at their net asset value per share (“NAV”) only in aggregations of a specified number of","page_number":15,"box":{"x":59,"y":237,"width":853,"height":12}},{"id":"15b0f02a-9701-4d27-8d86-c2a7afe885dd","block_type":"box","text":"shares (each, a “Creation Unit”), generally in exchange for a specified amount of cash. Shares of the Fund are listed for","page_number":15,"box":{"x":59,"y":252,"width":830,"height":12}},{"id":"f25ae27a-291b-45e5-9197-2c60edb23756","block_type":"box","text":"trading on The Nasdaq Stock Market (“Nasdaq” or the “Listing Exchange”), a national securities exchange. Shares of the","page_number":15,"box":{"x":59,"y":267,"width":843,"height":12}},{"id":"e9adf31b-e579-48e0-900d-de974a6cf70a","block_type":"box","text":"Fund are traded in the secondary market and elsewhere at market prices that may be at, above or below the Fund’s NAV.","page_number":15,"box":{"x":60,"y":282,"width":842,"height":12}},{"id":"ac4bc03f-8e73-4752-b5b1-2a65607ca6f2","block_type":"box","text":"Shares are redeemable only in Creation Units, and, generally, in exchange for a specified amount of cash. Creation Units","page_number":15,"box":{"x":59,"y":297,"width":835,"height":13}},{"id":"013e32da-8756-4950-ba2c-294b8758285d","block_type":"box","text":"typically are a specified number of shares, generally 100,000 or multiples thereof.","page_number":15,"box":{"x":59,"y":312,"width":567,"height":13}},{"id":"3c0c757b-bee9-42fa-970f-f6a401d982b8","block_type":"box","text":"The Trust reserves the right to permit or require that creations and redemptions of shares are effected fully in cash and","page_number":15,"box":{"x":59,"y":339,"width":830,"height":12}},{"id":"c48d3b59-f82f-4bc6-87e1-484b0ded467b","block_type":"box","text":"reserves the right to permit or require the substitution of Deposit Securities in lieu of cash. See the","page_number":15,"box":{"x":60,"y":354,"width":685,"height":12}},{"id":"98357fe4-2e17-4ff0-ad50-aaf0f9d1afab","block_type":"box","text":"Creation and Redemption","page_number":15,"box":{"x":750,"y":354,"width":178,"height":12}},{"id":"e55e9427-0441-4633-8419-104d4e549c3f","block_type":"box","text":"of Creation Units","page_number":15,"box":{"x":59,"y":369,"width":117,"height":11}},{"id":"3d1a129d-81cf-4ebd-b883-a27437913f2c","block_type":"box","text":"section of this SAI. Transaction fees and other costs associated with creations or redemptions that include a","page_number":15,"box":{"x":181,"y":369,"width":755,"height":12}},{"id":"7ee5c9c0-7f2f-4787-8d8b-039650188bdb","block_type":"box","text":"cash portion may be higher than the transaction fees and other costs associated with in-kind creations or redemptions. In all","page_number":15,"box":{"x":59,"y":384,"width":873,"height":12}},{"id":"7838cb59-e3ac-47c8-8138-a1a5dc90a6e6","block_type":"box","text":"cases, conditions with respect to creations and redemptions of shares and fees will be limited in accordance with the","page_number":15,"box":{"x":59,"y":399,"width":818,"height":13}},{"id":"85deae69-677d-454c-83a6-5d54211dd1b6","block_type":"box","text":"requirements of SEC rules and regulations applicable to management investment companies offering redeemable securities.","page_number":15,"box":{"x":60,"y":414,"width":867,"height":13}},{"id":"73f96c29-4639-4e6f-8a78-fc462f85c398","block_type":"box","text":"Exchange Listing and Trading","page_number":15,"box":{"x":62,"y":445,"width":491,"height":30}},{"id":"c0751869-8dcd-48e0-b177-f3b8c2ba30b4","block_type":"box","text":"A discussion of exchange listing and trading matters associated with an investment in the Fund is contained in the","page_number":15,"box":{"x":59,"y":486,"width":802,"height":12}},{"id":"bf1416d2-0f0c-41ac-998d-1d2599d4b3be","block_type":"box","text":"Shareholder Information","page_number":15,"box":{"x":58,"y":501,"width":171,"height":12}},{"id":"603b369a-7685-4e45-992d-751136f0a5d3","block_type":"box","text":"section of the Fund’s Prospectus. The discussion below supplements, and should be read in","page_number":15,"box":{"x":234,"y":501,"width":641,"height":13}},{"id":"c6176e4e-694b-4974-b8be-b9ffe631eba3","block_type":"box","text":"conjunction with, that section of the Prospectus.","page_number":15,"box":{"x":59,"y":516,"width":340,"height":13}},{"id":"1d84c042-3eef-4cf9-957a-8858fc4a225b","block_type":"box","text":"Shares of the Fund are listed for trading, and trade throughout the day, on the Listing Exchange and in other secondary","page_number":15,"box":{"x":59,"y":543,"width":833,"height":12}},{"id":"e7664a6f-e927-4e09-a327-9f5ecc412a8a","block_type":"box","text":"markets. Shares of the Fund may also be listed on certain non-U.S. exchanges. There can be no assurance that the","page_number":15,"box":{"x":60,"y":558,"width":799,"height":12}},{"id":"bc7cc572-37f9-41ed-938e-9a5e12847eb8","block_type":"box","text":"requirements of the Listing Exchange necessary to maintain the listing of shares of the Fund will continue to be met. The","page_number":15,"box":{"x":60,"y":573,"width":845,"height":12}},{"id":"a04e0cd6-2bb7-4e27-90f1-3975743c3252","block_type":"box","text":"Listing Exchange may, but is not required to, remove the shares of the Fund from listing if, among other things: (i) following","page_number":15,"box":{"x":60,"y":588,"width":862,"height":13}},{"id":"b79b9fe0-1028-4ddb-94b5-1c1d3214e80b","block_type":"box","text":"the initial 12-month period beginning upon the commencement of trading of Fund shares, there are fewer than 50 record","page_number":15,"box":{"x":59,"y":603,"width":851,"height":13}},{"id":"a6aabfd6-273a-4ff9-a9d6-625d675c9e5d","block_type":"box","text":"and/or beneficial owners of shares of the Fund; (ii) the Fund is no longer eligible to operate in reliance on Rule 6c-11 under","page_number":15,"box":{"x":59,"y":618,"width":860,"height":13}},{"id":"c18dd463-4b9c-4a57-85a9-195697ff331b","block_type":"box","text":"the Investment Company Act; (iii) any of the other listing requirements are not continuously maintained; or (iv) any event","page_number":15,"box":{"x":59,"y":634,"width":849,"height":12}},{"id":"526d3a54-f3f6-4f14-aa87-6317817fbe9f","block_type":"box","text":"shall occur or condition shall exist that, in the opinion of the Listing Exchange, makes further dealings on the Listing","page_number":15,"box":{"x":59,"y":649,"width":811,"height":12}},{"id":"4672a008-fa89-4e77-bc46-23c47d2a8b07","block_type":"box","text":"Exchange inadvisable. The Listing Exchange will also remove shares of the Fund from listing and trading upon termination of","page_number":15,"box":{"x":60,"y":664,"width":874,"height":12}},{"id":"8ff312a5-3e89-495e-bf8d-4528183654fc","block_type":"box","text":"the Fund.","page_number":15,"box":{"x":59,"y":679,"width":65,"height":10}},{"id":"9d9ed560-4615-49f0-953c-822dd8fdd897","block_type":"box","text":"As in the case of other publicly-traded securities, when you buy or sell shares of a Fund through a broker, you may incur a","page_number":15,"box":{"x":59,"y":705,"width":852,"height":13}},{"id":"e0d77c65-dbb8-4565-8f68-82a4d68522e2","block_type":"box","text":"brokerage commission determined by that broker, as well as other charges.","page_number":15,"box":{"x":60,"y":720,"width":524,"height":13}},{"id":"f7206990-cb90-4e7c-ad68-521492712125","block_type":"box","text":"The Trust reserves the right to adjust the share price of a Fund in the future to maintain convenient trading ranges for","page_number":15,"box":{"x":59,"y":747,"width":823,"height":12}},{"id":"7d82a192-48d3-4903-8f7b-7b631d91ed67","block_type":"box","text":"investors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect","page_number":15,"box":{"x":60,"y":762,"width":859,"height":12}},{"id":"993764fe-538b-4160-8c82-96f204214825","block_type":"box","text":"on the net assets of a Fund or an investor’s equity interest in a Fund.","page_number":15,"box":{"x":59,"y":777,"width":477,"height":13}},{"id":"e9b05e14-37d5-4144-bfce-d1ebb64f74b7","block_type":"box","text":"1","page_number":15,"box":{"x":496,"y":916,"width":4,"height":9}},{"id":"3599b889-7aa3-4743-9ad5-93737d9f2114","block_type":"box","text":"Investment Strategies and Risks","page_number":16,"box":{"x":62,"y":67,"width":531,"height":30}},{"id":"19be4160-213c-4b27-94d2-f3e3791e2da3","block_type":"box","text":"The Fund seeks to track the investment results of the Underlying Index, which measures the performance of futures","page_number":16,"box":{"x":59,"y":108,"width":811,"height":13}},{"id":"c79d4ce7-fdfc-4983-911a-c6890062169d","block_type":"box","text":"contracts such as aluminum, Brent crude oil, cocoa, coffee, copper, corn, cotton, gas oil, feeder cattle, gold, heating oil, lean","page_number":16,"box":{"x":59,"y":123,"width":863,"height":13}},{"id":"0899d499-fc37-48a7-a709-ac2bdb4cc083","block_type":"box","text":"hogs, lead, live cattle, natural gas, nickel, silver, soybeans, sugar, unleaded gasoline, wheat, West Texas Intermediate crude oil","page_number":16,"box":{"x":60,"y":138,"width":872,"height":13}},{"id":"dcdb35b1-136f-4c9a-a4fd-0a90330fafaa","block_type":"box","text":"and zinc. The Fund operates as an index fund and is not actively managed. Adverse performance of an instrument in the","page_number":16,"box":{"x":59,"y":154,"width":843,"height":12}},{"id":"714bf7c1-7c7b-4fc1-b35c-729baf05d243","block_type":"box","text":"Fund’s portfolio will ordinarily not result in the elimination of the instrument from the Fund’s portfolio.","page_number":16,"box":{"x":60,"y":169,"width":714,"height":12}},{"id":"c5507510-38ab-4c9b-ab84-36f7c0bff224","block_type":"box","text":"In seeking to achieve its investment objective, the Fund invests in a combination of exchange-traded commodity futures","page_number":16,"box":{"x":60,"y":195,"width":841,"height":12}},{"id":"2c8e8996-b711-423b-8b61-fdc13930b408","block_type":"box","text":"contracts, exchange-traded options on commodity-related futures contracts and exchange-cleared commodity related","page_number":16,"box":{"x":59,"y":210,"width":833,"height":13}},{"id":"263ad45c-4c5d-4d5e-a634-9607ccbf58f3","block_type":"box","text":"swaps (together, “Commodity Linked Investments”), thereby obtaining exposure to the commodities markets. Commodity","page_number":16,"box":{"x":59,"y":225,"width":863,"height":13}},{"id":"6e8827d9-8d4f-4e30-99a8-76f8c4d33f57","block_type":"box","text":"Linked Investments may also include exchange-cleared swaps on commodities and exchange-traded options on futures that","page_number":16,"box":{"x":60,"y":240,"width":872,"height":13}},{"id":"256a4052-9d60-4893-b17d-bcbbbe37c3d9","block_type":"box","text":"provide exposure to the investment returns of the commodities markets, without investing directly in physical commodities.","page_number":16,"box":{"x":59,"y":256,"width":867,"height":12}},{"id":"1c9524de-8090-45e4-a46a-ddc7dcee43d9","block_type":"box","text":"Investing in Commodity-Linked Investments may have a leveraging effect on the Fund.","page_number":16,"box":{"x":60,"y":271,"width":604,"height":12}},{"id":"8a515146-98bd-4be7-b5ec-d7c7e3caf69d","block_type":"box","text":"The Fund also seeks to generate interest income and capital appreciation on the cash balances arising from its investment in","page_number":16,"box":{"x":59,"y":297,"width":872,"height":13}},{"id":"6366d7d7-8522-4386-bd96-b79e94939079","block_type":"box","text":"Commodity-Linked Investments through a cash management strategy consisting primarily of investments in short-term,","page_number":16,"box":{"x":59,"y":312,"width":845,"height":13}},{"id":"67fe1f15-c830-42b7-a018-72984cf89ca3","block_type":"box","text":"investment-grade fixed-income securities that include U.S. government and agency securities, treasury inflation-protected","page_number":16,"box":{"x":60,"y":327,"width":855,"height":13}},{"id":"7223ba45-b810-4f05-a69c-b675d70e7c11","block_type":"box","text":"securities, sovereign debt obligations of non-U.S. countries, and repurchase agreements, money market instruments and","page_number":16,"box":{"x":59,"y":343,"width":845,"height":12}},{"id":"6b7e9e5d-aba4-45d0-8366-f85615d95a96","block_type":"box","text":"cash and other cash equivalents (collectively, “Fixed-Income Investments”). The Fund uses Fixed-Income Investments as","page_number":16,"box":{"x":59,"y":358,"width":845,"height":12}},{"id":"dd619a98-af87-4c75-9657-1d4c2ed7dc8e","block_type":"box","text":"investments and to provide sufficient assets to account for (or “cover”) mark-to-market changes and to collateralize the","page_number":16,"box":{"x":60,"y":373,"width":837,"height":12}},{"id":"8eff692a-99f9-4a7c-998f-e972950dd9a1","block_type":"box","text":"Subsidiary’s (as defined below) Commodity-Linked Investments exposure on a day-to-day basis.","page_number":16,"box":{"x":59,"y":388,"width":675,"height":12}},{"id":"3a0250cd-ea6b-4528-8c36-53b17f36bc42","block_type":"box","text":"The Fund engages in representative sampling, which is investing in a sample of securities and/or other instruments selected","page_number":16,"box":{"x":59,"y":414,"width":870,"height":13}},{"id":"64c910c1-c8ff-4053-a94f-3693c1af02c5","block_type":"box","text":"by BFA to have a collective investment profile similar to that of the Fund’s Underlying Index. Securities and/or other","page_number":16,"box":{"x":60,"y":429,"width":807,"height":13}},{"id":"a50896ce-6bd5-42f8-a982-91e63dc5cb0d","block_type":"box","text":"instruments selected have aggregate investment characteristics (based on market capitalization value and industry","page_number":16,"box":{"x":60,"y":445,"width":804,"height":12}},{"id":"8f638f85-78d0-4ea7-a3a6-2ba63d56fb27","block_type":"box","text":"weightings), fundamental characteristics (such as yield, credit rating, maturity and duration) and liquidity measures similar to","page_number":16,"box":{"x":59,"y":460,"width":879,"height":12}},{"id":"9589b089-5356-4367-8b1d-777caf4bbe54","block_type":"box","text":"those of the Fund’s Underlying Index. A fund that uses representative sampling generally does not hold all of the securities","page_number":16,"box":{"x":59,"y":475,"width":858,"height":12}},{"id":"27623095-5594-4252-b64d-a192361768a2","block_type":"box","text":"and/or other instruments that are in its underlying index.","page_number":16,"box":{"x":59,"y":490,"width":400,"height":12}},{"id":"30f2cce0-3f12-41be-aa73-1647c706a90a","block_type":"box","text":"The Fund will seek to gain exposure to Commodity-Linked Investments by investing in a wholly-owned subsidiary organized","page_number":16,"box":{"x":59,"y":516,"width":869,"height":13}},{"id":"212c6715-04be-4a91-8307-bd9d6c3a5def","block_type":"box","text":"in the Cayman Islands (the “Subsidiary”). The Subsidiary is advised by BFA and has the same investment objective as the","page_number":16,"box":{"x":60,"y":531,"width":842,"height":13}},{"id":"3d20931d-f287-466e-96be-d3d72df9baac","block_type":"box","text":"Fund. The Subsidiary will invest solely in Commodity-Linked Investments and cash.","page_number":16,"box":{"x":60,"y":547,"width":580,"height":12}},{"id":"f94605df-1bc5-4bba-9cad-9e6966e347f6","block_type":"box","text":"In compliance with Sub-Chapter M of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), the","page_number":16,"box":{"x":60,"y":573,"width":849,"height":12}},{"id":"f8ea495f-0b7f-431c-9aa3-1e6bc672af2a","block_type":"box","text":"Fund may invest up to 25% of its total assets in the Subsidiary. The Fund’s Commodity-Linked Investments in the Subsidiary","page_number":16,"box":{"x":60,"y":588,"width":869,"height":13}},{"id":"d4c13045-1c1e-4c79-812f-36d300dd1d63","block_type":"box","text":"are intended to provide the Fund with exposure to commodity markets within the limits of current U.S. federal income tax","page_number":16,"box":{"x":59,"y":603,"width":853,"height":13}},{"id":"d04752d3-945c-4fd2-9fe0-7ff3c3cd35d3","block_type":"box","text":"laws applicable to investment companies such as the Fund, which limit the ability of investment companies to invest directly","page_number":16,"box":{"x":60,"y":618,"width":870,"height":13}},{"id":"4c9a68f5-0d52-417f-ae7c-7ac93caf88bb","block_type":"box","text":"in Commodity-Linked Investments.","page_number":16,"box":{"x":60,"y":634,"width":244,"height":12}},{"id":"3fdcd657-582b-4879-8c3c-41a2c776dc84","block_type":"box","text":"The remainder of the Fund’s assets will be invested directly by the Fund, primarily in Fixed-Income Investments.","page_number":16,"box":{"x":59,"y":660,"width":781,"height":12}},{"id":"b81b44f5-5ff4-4da8-bdf5-76203cf86152","block_type":"box","text":"The Fund or the Subsidiary may from time to time invest in other exchange-traded funds (“ETFs”), exchange-traded notes or","page_number":16,"box":{"x":59,"y":686,"width":875,"height":13}},{"id":"b02995d4-6b4f-4df3-b3f8-73705494f8a0","block_type":"box","text":"commodity-linked notes.","page_number":16,"box":{"x":59,"y":702,"width":175,"height":12}},{"id":"6086aa70-fdd2-4b6b-8706-aad04aabf33b","block_type":"box","text":"The Commodity Futures Trading Commission (“CFTC”) has adopted certain requirements that subject registered investment","page_number":16,"box":{"x":59,"y":728,"width":874,"height":12}},{"id":"3e0e56ff-c4da-44f9-b7d7-8584747b8ac5","block_type":"box","text":"companies and their advisers to regulation by the CFTC if a registered investment company invests more than a prescribed","page_number":16,"box":{"x":59,"y":743,"width":857,"height":12}},{"id":"a1edf2f9-e25c-4f00-a7d4-52efb9a559b5","block_type":"box","text":"level of its net asset value in CFTC-regulated futures, options and swaps, or if a registered investment company markets itself","page_number":16,"box":{"x":60,"y":758,"width":875,"height":13}},{"id":"e8189b5b-a170-4cf8-a9cc-cdc5b6ce6d24","block_type":"box","text":"as providing investment exposure to such instruments. Due to the Fund’s potential use of CFTC-regulated futures, options","page_number":16,"box":{"x":59,"y":773,"width":856,"height":13}},{"id":"543c0910-e097-4358-b0e2-dd201c118678","block_type":"box","text":"and swaps above the prescribed levels, it is considered a “commodity pool” under the Commodity Exchange Act (“CEA”).","page_number":16,"box":{"x":59,"y":788,"width":846,"height":13}},{"id":"b0a580bd-3747-4f5f-965c-c58e7a52879f","block_type":"box","text":"Although the Fund does not seek leveraged returns, certain instruments used by the Fund may have a leveraging effect as","page_number":16,"box":{"x":59,"y":815,"width":852,"height":12}},{"id":"cac66c67-b1c3-4616-ae36-f413928edc76","block_type":"box","text":"described below.","page_number":16,"box":{"x":59,"y":830,"width":116,"height":10}},{"id":"bcccd2e1-4597-470d-b162-cb7ea710d37a","block_type":"box","text":"Investments in the Subsidiary are expected to provide the Fund with exposure to investment returns of commodities within","page_number":16,"box":{"x":60,"y":857,"width":861,"height":12}},{"id":"312d8fb1-4f6a-4cdf-80bc-dce559e019d8","block_type":"box","text":"the limitations of Subchapter M of the Internal Revenue Code and recent U.S. Internal Revenue Service (the “IRS”) letter","page_number":16,"box":{"x":59,"y":872,"width":836,"height":12}},{"id":"b7c0b23e-87dc-484a-bacd-5f6b77b4322f","block_type":"box","text":"rulings, as discussed below. The Subsidiary is a company organized under the laws of the Cayman Islands, whose registered","page_number":16,"box":{"x":60,"y":887,"width":864,"height":12}},{"id":"e04c6b23-9bae-4363-9085-4869055bc549","block_type":"box","text":"2","page_number":16,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"19bf65dd-130d-414d-b556-944f3ed3fe1e","block_type":"box","text":"office is located at the offices of Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman KYI-1104,","page_number":17,"box":{"x":59,"y":67,"width":851,"height":12}},{"id":"cf4bf4f1-4ada-4863-a39b-6a36c8b736a2","block_type":"box","text":"Cayman Islands. The Subsidiary’s affairs are overseen by a board of directors, which is composed of Trent Walker, Treasurer","page_number":17,"box":{"x":59,"y":82,"width":862,"height":12}},{"id":"f2daa2e8-a002-4cc3-a2aa-b3577a2b6a6b","block_type":"box","text":"and Chief Financial Officer of the Trust, and Shannon Ghia, Assistant Secretary of the Trust. The Fund is the sole shareholder","page_number":17,"box":{"x":59,"y":97,"width":872,"height":12}},{"id":"6b50b485-0575-446e-b3de-a763246f47a9","block_type":"box","text":"of the Subsidiary, and shares of the Subsidiary will not be sold or offered to other investors.","page_number":17,"box":{"x":59,"y":112,"width":635,"height":12}},{"id":"709b693a-a5ec-42fc-95f4-888fd476d7cb","block_type":"box","text":"The Fund will gain exposure to the investment returns of commodities indirectly by investing in the Subsidiary. To the extent","page_number":17,"box":{"x":59,"y":138,"width":869,"height":13}},{"id":"4801c5f8-1d2e-4818-9271-91e166c28a4d","block_type":"box","text":"that BlackRock believes that such instruments provide suitable exposure to commodities, the Fund’s investment in the","page_number":17,"box":{"x":59,"y":154,"width":828,"height":12}},{"id":"3e15c945-9a57-4957-88b1-79dadc53ec88","block_type":"box","text":"Subsidiary will likely increase. BlackRock manages the assets of the Subsidiary, but receives no additional compensation for","page_number":17,"box":{"x":59,"y":169,"width":862,"height":12}},{"id":"af19a351-9153-441e-8b5e-cf66f6bf3403","block_type":"box","text":"doing so.","page_number":17,"box":{"x":59,"y":184,"width":63,"height":12}},{"id":"d89e86f8-31e9-435b-8787-74d5feae55e5","block_type":"box","text":"BlackRock also provides certain administrative services for the Subsidiary, but receives no additional compensation for doing","page_number":17,"box":{"x":60,"y":210,"width":869,"height":13}},{"id":"1e34056c-bd05-4fac-9c27-bb51ad14e3ad","block_type":"box","text":"so. The Subsidiary has entered into a contract for the provision of custody, transfer agency, and accounting agent services","page_number":17,"box":{"x":59,"y":225,"width":853,"height":13}},{"id":"d4d9772a-173a-46ac-ae68-d3adbc8d7ea0","block_type":"box","text":"with the same or with affiliates of the same service providers that provide those services to the Fund.","page_number":17,"box":{"x":59,"y":240,"width":705,"height":13}},{"id":"ec5870ac-8871-4811-bda9-afbd0fd10055","block_type":"box","text":"Generally, the Fund and the Subsidiary test for compliance with investment policies and restrictions, including asset","page_number":17,"box":{"x":59,"y":267,"width":809,"height":12}},{"id":"9bd330d0-b5f8-4f6e-a503-3513108805ae","block_type":"box","text":"segregation requirements, on a consolidated basis for 1940 Act purposes, calculated in accordance with SEC staff guidance,","page_number":17,"box":{"x":59,"y":282,"width":868,"height":12}},{"id":"28a69c14-f227-4e33-bddd-6b317ec89755","block_type":"box","text":"where applicable. For compliance with federal income tax requirements, the Fund and the Subsidiary expect to comply with","page_number":17,"box":{"x":59,"y":297,"width":866,"height":13}},{"id":"ea6ccda7-3868-4771-ad3f-c8f7321d2049","block_type":"box","text":"the asset segregation requirements on a stand-alone basis, with instruments requiring physical settlement being classified on","page_number":17,"box":{"x":59,"y":312,"width":878,"height":13}},{"id":"9e18362a-307e-4817-80ae-2c7ddef0ead1","block_type":"box","text":"a market value rather than on a notional basis. The Subsidiary is also expected to comply with the other applicable 1940 Act","page_number":17,"box":{"x":59,"y":327,"width":870,"height":13}},{"id":"a97d74b9-c624-4c52-8583-21dae0b3c637","block_type":"box","text":"requirements, including those related to custody and affiliated transactions.","page_number":17,"box":{"x":60,"y":343,"width":528,"height":12}},{"id":"1762bed1-0482-4b8f-a6d7-aceaa00b0285","block_type":"box","text":"The Subsidiary is not registered under the 1940 Act, and, unless otherwise noted in the Fund’s Prospectus or this SAI, is not","page_number":17,"box":{"x":59,"y":369,"width":866,"height":12}},{"id":"f4c59347-338b-49c5-8c41-394c541d96b9","block_type":"box","text":"subject to the investor protections of the 1940 Act. However, the Fund wholly owns and controls the Subsidiary, and the Fund","page_number":17,"box":{"x":59,"y":384,"width":879,"height":12}},{"id":"cdf3bd2b-130d-4b2c-bf62-995fe2a9571e","block_type":"box","text":"and the Subsidiary are managed by BFA. The Trust’s Board of Trustees has oversight responsibility for the investment","page_number":17,"box":{"x":59,"y":399,"width":818,"height":13}},{"id":"5048f4c3-4f4a-4c47-bd2b-07b7472dd86e","block_type":"box","text":"activities of the Fund, including its investment in the Subsidiary, and the Fund’s role as sole shareholder of the Subsidiary. As","page_number":17,"box":{"x":59,"y":414,"width":869,"height":13}},{"id":"3b258362-2171-458b-bfc5-c2f7eeeb24d7","block_type":"box","text":"noted above, the Subsidiary will be subject to the same investment restrictions and limitations, and follow the same","page_number":17,"box":{"x":60,"y":429,"width":807,"height":13}},{"id":"41bac607-2d41-44ea-a633-4a1637348746","block_type":"box","text":"compliance policies and procedures, as the Fund. Changes in the laws of the U.S. and/or the Cayman Islands could result in","page_number":17,"box":{"x":59,"y":445,"width":864,"height":12}},{"id":"98eeb7cf-01cb-42d6-a300-f38c5c204b19","block_type":"box","text":"the inability of the Fund and/or the Subsidiary to operate as described in the Fund’s Prospectus and this SAI and could","page_number":17,"box":{"x":59,"y":460,"width":830,"height":12}},{"id":"560d970a-cf8e-4956-a95b-b92cf1ff2d2e","block_type":"box","text":"adversely affect the Fund. For example, the Cayman Islands does not currently impose any income, corporate or capital gains","page_number":17,"box":{"x":59,"y":475,"width":875,"height":12}},{"id":"499538d9-4225-4e88-9bb1-8a5223b08de6","block_type":"box","text":"taxes, estate duty, inheritance tax, gift tax or withholding tax on the Subsidiary. If Cayman Islands law changes such that the","page_number":17,"box":{"x":59,"y":490,"width":869,"height":12}},{"id":"9f537509-d002-41e3-a661-ca824222e710","block_type":"box","text":"Subsidiary must pay Cayman Islands taxes, Fund shareholders would likely suffer decreased investment returns.","page_number":17,"box":{"x":59,"y":505,"width":781,"height":12}},{"id":"a8277c10-7ec0-42bf-80b4-f08ba9fbfec3","block_type":"box","text":"The Fund invests in commodity-linked derivatives indirectly through the Subsidiary because income from these investments,","page_number":17,"box":{"x":59,"y":531,"width":872,"height":13}},{"id":"c414626f-7956-4427-b92e-6bde0afc3623","block_type":"box","text":"if made directly, might not be treated as “qualifying income” for purposes of the Fund qualifying as a regulated investment","page_number":17,"box":{"x":60,"y":547,"width":856,"height":12}},{"id":"4ac9f507-802d-494b-a6b7-ff7b049a01a4","block_type":"box","text":"company (“RIC”) for U.S. federal income tax purposes. Based on final regulations issued by the U.S. Internal Revenue Service","page_number":17,"box":{"x":59,"y":562,"width":869,"height":12}},{"id":"47d8c91a-79ce-43fb-97e5-5c9ccc03316f","block_type":"box","text":"(“IRS”) on which taxpayers may rely for taxable years beginning after September 28, 2016, the Fund expects its income with","page_number":17,"box":{"x":60,"y":577,"width":867,"height":12}},{"id":"abb40fc1-582c-4995-91f3-4b18073c0f7e","block_type":"box","text":"respect to the Subsidiary to be qualifying income. In the future, if the IRS issues regulations or other guidance, or Congress","page_number":17,"box":{"x":60,"y":592,"width":857,"height":12}},{"id":"f221a1fa-e5dd-4a2b-9a0b-57c026d44766","block_type":"box","text":"enacts legislation, limiting the circumstances in which the Fund’s income with respect to the Subsidiary will be considered","page_number":17,"box":{"x":59,"y":607,"width":856,"height":12}},{"id":"42d0a2d3-11aa-4c7f-b0db-5a9e4749cbf5","block_type":"box","text":"“qualifying income,” the Fund might be required to make changes to its operations, which could reduce the Fund’s ability to","page_number":17,"box":{"x":59,"y":622,"width":868,"height":13}},{"id":"597370b0-3b3e-4c49-8fa3-ef20a50b9b77","block_type":"box","text":"gain investment exposure to commodities. Fund shareholders could also experience adverse tax consequences in such","page_number":17,"box":{"x":59,"y":637,"width":832,"height":13}},{"id":"07fe15e0-4640-4665-9b75-ad5ae78c6e2a","block_type":"box","text":"circumstances.","page_number":17,"box":{"x":59,"y":653,"width":105,"height":9}},{"id":"8a51edd5-9a04-47ec-b88a-82e279d6baf6","block_type":"box","text":"Moreover, changes in the laws of the U.S. and/or the Cayman Islands could result in the inability of the Fund and/or","page_number":17,"box":{"x":59,"y":679,"width":811,"height":12}},{"id":"0eb5dca9-9e33-40b2-b2cd-04f838946de3","block_type":"box","text":"Subsidiary to operate as described in the Fund’s Prospectus and this SAI and could adversely affect the Fund. For example,","page_number":17,"box":{"x":59,"y":694,"width":856,"height":12}},{"id":"98b5ceb3-e168-42cf-9c23-f27d15140800","block_type":"box","text":"the Cayman Islands does not currently impose any income, corporate or capital gains taxes, estate duty, inheritance tax, gift","page_number":17,"box":{"x":59,"y":709,"width":867,"height":12}},{"id":"bdcb6ea9-00f5-4f31-b070-ee1524b25e5b","block_type":"box","text":"tax or withholding tax on the Subsidiary. If Cayman Islands law changes such that the Subsidiary must pay Cayman Islands","page_number":17,"box":{"x":59,"y":724,"width":860,"height":13}},{"id":"f29fae0e-bca0-4503-b74e-d70853fa2b25","block_type":"box","text":"taxes, Fund shareholders would likely experience decreased investment returns.","page_number":17,"box":{"x":59,"y":739,"width":557,"height":13}},{"id":"8df0393d-f210-4fbd-86ce-e0253d6b042f","block_type":"box","text":"Borrowing.","page_number":17,"box":{"x":60,"y":766,"width":78,"height":12}},{"id":"c8a3fcb8-49b3-455f-bf80-773f4a8663f4","block_type":"box","text":"A Fund may borrow for temporary or emergency purposes, including to meet payments due from redemptions","page_number":17,"box":{"x":147,"y":766,"width":776,"height":12}},{"id":"1afd2ea8-b892-479e-8349-aa519b447035","block_type":"box","text":"or to facilitate the settlement of securities or other transactions.","page_number":17,"box":{"x":59,"y":781,"width":446,"height":10}},{"id":"f0e0cfaf-5266-4709-84fb-e064fe1cfe7e","block_type":"box","text":"The purchase of securities or other assets while borrowings are outstanding may have the effect of leveraging a Fund. The","page_number":17,"box":{"x":59,"y":807,"width":855,"height":13}},{"id":"77ae2b0e-252b-41fc-a2a0-9d3814f64636","block_type":"box","text":"incurrence of leverage increases a Fund’s exposure to risk, and borrowed funds are subject to interest costs that will reduce","page_number":17,"box":{"x":60,"y":823,"width":862,"height":12}},{"id":"539e7ca0-e7ea-4ceb-8ae9-7cc0aef1f755","block_type":"box","text":"net income. Purchasing securities while borrowings are outstanding creates special risks, such as the potential for greater","page_number":17,"box":{"x":60,"y":838,"width":851,"height":12}},{"id":"d8b1ff98-e8fc-4244-b294-c037df49160b","block_type":"box","text":"volatility in the NAV of Fund shares and in the yield on a Fund’s portfolio. In addition, the interest expenses from borrowings","page_number":17,"box":{"x":59,"y":853,"width":866,"height":12}},{"id":"d17c3aad-1ade-4382-951b-b154a01a2d13","block_type":"box","text":"may exceed the income generated by a Fund’s portfolio and, therefore, the amount available (if any) for distribution to","page_number":17,"box":{"x":60,"y":868,"width":826,"height":12}},{"id":"f595d6a6-0939-409f-a90d-a4b362bb9f95","block_type":"box","text":"3","page_number":17,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"856eb450-6ae2-4a24-a34a-fa00639f7319","block_type":"box","text":"shareholders as dividends may be reduced. BFA may determine to maintain outstanding borrowings if it expects that the","page_number":18,"box":{"x":59,"y":67,"width":844,"height":12}},{"id":"c9f27934-a465-443d-9674-cec694c54fb1","block_type":"box","text":"benefits to a Fund’s shareholders will outweigh the current reduced return.","page_number":18,"box":{"x":60,"y":82,"width":523,"height":12}},{"id":"14706648-8882-4c38-8e22-5897b6263355","block_type":"box","text":"Certain types of borrowings by a Fund must be made from a bank or may result in the Fund being subject to covenants in","page_number":18,"box":{"x":59,"y":108,"width":850,"height":13}},{"id":"eb708db2-3d90-4cad-94e9-bc98d8c61c11","block_type":"box","text":"credit agreements relating to asset coverage, portfolio composition requirements and other matters. It is not anticipated that","page_number":18,"box":{"x":59,"y":123,"width":874,"height":13}},{"id":"c256a11e-73fc-4393-90b8-3c0726cc808d","block_type":"box","text":"observance of such covenants would impede BFA’s management of a Fund’s portfolio in accordance with the Fund’s","page_number":18,"box":{"x":59,"y":138,"width":815,"height":13}},{"id":"761cfeb2-98ea-4ee6-b1f3-fd4a57fd2a7c","block_type":"box","text":"investment objectives and policies. However, a breach of any such covenants not cured within the specified cure period may","page_number":18,"box":{"x":60,"y":154,"width":867,"height":12}},{"id":"1a061d82-3d14-4829-a277-b915671400ca","block_type":"box","text":"result in acceleration of outstanding indebtedness and require a Fund to dispose of portfolio investments at a time when it","page_number":18,"box":{"x":60,"y":169,"width":856,"height":12}},{"id":"76073761-d8ff-4cfe-81bd-6c13e8d0c68d","block_type":"box","text":"may be disadvantageous to do so.","page_number":18,"box":{"x":60,"y":184,"width":237,"height":12}},{"id":"0c58baac-6b4b-4770-8ebe-9b181870a705","block_type":"box","text":"Derivatives.","page_number":18,"box":{"x":60,"y":211,"width":81,"height":9}},{"id":"efc642a9-832e-4d51-b347-4f9c61342db1","block_type":"box","text":"The Fund may use instruments referred to as derivatives. Derivatives are financial instruments the value of","page_number":18,"box":{"x":150,"y":210,"width":745,"height":13}},{"id":"79dce13c-f469-4f79-9c94-1611cb9f681e","block_type":"box","text":"which is derived from another security, a commodity (such as gold or oil), a currency or an index (a measure of value or","page_number":18,"box":{"x":59,"y":225,"width":839,"height":13}},{"id":"fc949a2b-cb5e-4a9b-9513-680a5716d0f2","block_type":"box","text":"rates, such as the S&P 500 Index or the prime lending rate). Derivatives allow the Fund to increase or decrease the level of","page_number":18,"box":{"x":60,"y":240,"width":852,"height":13}},{"id":"c0cea761-bba4-42f3-a7f6-c04b18bcf3b7","block_type":"box","text":"risk to which the Fund is exposed more quickly and efficiently than transactions in other types of instruments. The Fund may","page_number":18,"box":{"x":60,"y":256,"width":875,"height":12}},{"id":"73ac503d-98f7-445b-a7b3-b7ea247aa48b","block_type":"box","text":"use derivatives for hedging purposes. The Fund may also use derivatives for speculative purposes to seek to enhance returns","page_number":18,"box":{"x":60,"y":271,"width":871,"height":12}},{"id":"16c0cb94-9e73-471d-8b96-b4836effd94b","block_type":"box","text":"or as a vehicle to obtain investment exposure to a security, commodity, currency, or index. The use of a derivative is","page_number":18,"box":{"x":59,"y":286,"width":806,"height":12}},{"id":"22a0ad61-0dfe-45c1-8891-c4d8d3ceb3fa","block_type":"box","text":"speculative if the Fund is primarily seeking to achieve gains, rather than to offset the risk of other positions. When the Fund","page_number":18,"box":{"x":59,"y":301,"width":862,"height":12}},{"id":"1e315a9a-e6a6-4f1b-b5d1-e7ad4cbcb4d7","block_type":"box","text":"invests in a derivative for speculative purposes, the Fund will be fully exposed to the risks of loss of that derivative, which may","page_number":18,"box":{"x":60,"y":316,"width":878,"height":12}},{"id":"e1686a4b-50e5-434b-90f6-faebd6f9e7db","block_type":"box","text":"sometimes be greater than the derivative’s cost. Unless otherwise permitted, the Fund may not use any derivatives to gain","page_number":18,"box":{"x":59,"y":331,"width":853,"height":13}},{"id":"166ac8ff-16b3-4ae8-b0d0-28030e009779","block_type":"box","text":"exposure to an asset or class of assets that it would be prohibited by its investment restrictions from purchasing directly.","page_number":18,"box":{"x":59,"y":346,"width":842,"height":13}},{"id":"8797c49d-b82c-4c32-94f0-ea029ffabec4","block_type":"box","text":"Diversification Status.","page_number":18,"box":{"x":60,"y":373,"width":155,"height":10}},{"id":"e8428029-9799-4eba-9774-c4c0f0003710","block_type":"box","text":"The Fund is classified as a diversified fund under the 1940 Act. This means that the Fund may not","page_number":18,"box":{"x":224,"y":373,"width":684,"height":12}},{"id":"c2440dea-453d-4b93-b48b-30eaf3b95fa3","block_type":"box","text":"purchase securities of an issuer (other than (i) obligations issued or guaranteed by the U.S. government, its agencies or","page_number":18,"box":{"x":59,"y":388,"width":834,"height":12}},{"id":"a47219eb-b36d-4f25-83b0-3e808cd02b81","block_type":"box","text":"instrumentalities and (ii) securities of other investment companies) if, with respect to 75% of its total assets, (a) more than","page_number":18,"box":{"x":60,"y":403,"width":859,"height":12}},{"id":"5d796a09-ae23-4f2b-82e4-04467ed352d7","block_type":"box","text":"5% of the Fund’s total assets would be invested in securities of that issuer or (b) the Fund would hold more than 10% of the","page_number":18,"box":{"x":59,"y":418,"width":869,"height":12}},{"id":"7939a789-3225-4d04-b261-d4c9a67024e0","block_type":"box","text":"outstanding voting securities of that issuer. With respect to the remaining 25% of its total assets, the Fund may invest more","page_number":18,"box":{"x":59,"y":433,"width":865,"height":13}},{"id":"3335f0a2-8c6b-4156-b840-25690e871c2f","block_type":"box","text":"than 5% of its assets in one issuer. Under the 1940 Act, the Fund cannot change its classification from diversified to non","page_number":18,"box":{"x":59,"y":448,"width":847,"height":13}},{"id":"f4fe6bc8-7e8b-4927-8eb0-47f9ea4c675f","block_type":"box","text":"diversified without shareholder approval.","page_number":18,"box":{"x":59,"y":463,"width":285,"height":13}},{"id":"47e10ba1-770e-4b4e-9c2c-1c3680d7d93e","block_type":"box","text":"The Fund intends to maintain the required level of diversification and otherwise conduct its operations so as to qualify as a","page_number":18,"box":{"x":59,"y":490,"width":859,"height":12}},{"id":"31f14fe1-246a-4e72-a2d1-b31301fe0d6e","block_type":"box","text":"regulated investment company (“RIC”) for purposes of the U.S. Internal Revenue Code of 1986, as amended (the “Internal","page_number":18,"box":{"x":60,"y":505,"width":851,"height":12}},{"id":"170f2670-bebd-4095-b573-04c3d52a2e34","block_type":"box","text":"Revenue Code”), and to relieve the Fund of any liability for U.S. federal income tax to the extent that its earnings are","page_number":18,"box":{"x":60,"y":520,"width":807,"height":12}},{"id":"fb68fc19-b067-4ce9-8ce5-6ddefbe74c34","block_type":"box","text":"distributed to shareholders, provided that the Fund satisfies a minimum distribution requirement. Compliance with the","page_number":18,"box":{"x":59,"y":535,"width":831,"height":13}},{"id":"18fcd2e5-89f9-4b2a-98ea-a48b456a8148","block_type":"box","text":"diversification requirements of the Internal Revenue Code may limit the investment flexibility of the Fund and may make it","page_number":18,"box":{"x":59,"y":550,"width":853,"height":13}},{"id":"5b0b4c98-3b11-4d55-a2c9-fd676cafe801","block_type":"box","text":"less likely that the Fund will meet its investment objective.","page_number":18,"box":{"x":60,"y":566,"width":404,"height":12}},{"id":"e1dfa544-1b4a-4019-b708-e60bb7ebcf09","block_type":"box","text":"Futures and Options.","page_number":18,"box":{"x":60,"y":592,"width":149,"height":12}},{"id":"24758d59-7a4c-4fad-b89f-0c067545b146","block_type":"box","text":"The Fund may invest in options and futures. The Fund may also purchase call options or write put","page_number":18,"box":{"x":218,"y":592,"width":686,"height":12}},{"id":"882df061-ed21-4f35-bb2c-a8a3452c760f","block_type":"box","text":"options. A call option gives a holder the right to purchase a specific security or asset at a specified price (“exercise price”)","page_number":18,"box":{"x":59,"y":607,"width":847,"height":12}},{"id":"5fdee94e-96ee-4be6-8256-14b158dc9af0","block_type":"box","text":"within a specified period of time. A put option gives a holder the right to sell a specific security or asset at an exercise price","page_number":18,"box":{"x":59,"y":622,"width":858,"height":13}},{"id":"a6c7afc0-5273-44f3-a23e-4e03ac60ce36","block_type":"box","text":"within a specified period of time. The initial purchaser of a call option pays the “writer” a premium, which is paid at the time","page_number":18,"box":{"x":59,"y":637,"width":867,"height":13}},{"id":"e68f0657-5260-416f-9333-b41d020876cf","block_type":"box","text":"of purchase and is retained by the writer whether or not such option is exercised.","page_number":18,"box":{"x":59,"y":652,"width":567,"height":13}},{"id":"405dbc09-16f4-4193-af4e-e4e4802ae527","block_type":"box","text":"Lending Portfolio Securities.","page_number":18,"box":{"x":60,"y":679,"width":201,"height":12}},{"id":"ff4645de-b5a2-46d3-9f3b-acbe3e918d85","block_type":"box","text":"The Fund may lend portfolio securities to certain borrowers that BFA determines to be","page_number":18,"box":{"x":270,"y":679,"width":603,"height":12}},{"id":"0d567f6c-500e-4fad-a3f0-4fa35d87e92e","block_type":"box","text":"creditworthy, including borrowers affiliated with BFA. The borrowers provide collateral that is maintained in an amount at","page_number":18,"box":{"x":59,"y":694,"width":848,"height":12}},{"id":"5f23f2e5-ee53-490a-bdec-aac0c586adeb","block_type":"box","text":"least equal to the current market value of the securities loaned. No securities loan shall be made on behalf of the Fund if, as a","page_number":18,"box":{"x":60,"y":709,"width":873,"height":12}},{"id":"96b433fb-5022-477a-b328-fb5de644e909","block_type":"box","text":"result, the aggregate value of all securities loans of the Fund exceeds one-third of the value of the Fund’s total assets","page_number":18,"box":{"x":60,"y":724,"width":815,"height":13}},{"id":"da37495f-98cc-4322-834d-0c10fa219162","block_type":"box","text":"(including the value of the collateral received). The Fund may terminate a loan at any time and obtain the return of the","page_number":18,"box":{"x":60,"y":739,"width":827,"height":13}},{"id":"62717eb8-247f-421d-ad89-76a537d630cc","block_type":"box","text":"securities loaned. The Fund receives, by way of substitute payment, the value of any interest or cash or non-cash","page_number":18,"box":{"x":59,"y":754,"width":787,"height":13}},{"id":"54f53525-8077-43d1-b6e7-a34bb19d410a","block_type":"box","text":"distributions paid on the loaned securities that it would have otherwise received if the securities were not on loan.","page_number":18,"box":{"x":59,"y":770,"width":795,"height":12}},{"id":"78970a11-4314-4a4a-a22b-ed9b9e425ac5","block_type":"box","text":"With respect to loans that are collateralized by cash, the borrower may be entitled to receive a fee based on the amount of","page_number":18,"box":{"x":59,"y":796,"width":854,"height":12}},{"id":"dfe05949-dee7-44a8-8c6c-ee0861bf83ed","block_type":"box","text":"cash collateral. The Fund is compensated by any positive difference between the amount earned on the reinvestment of cash","page_number":18,"box":{"x":59,"y":811,"width":873,"height":13}},{"id":"0ff6b31e-24a2-4c54-8c76-0180c9bb6c9c","block_type":"box","text":"collateral and the fee paid to the borrower. In the case of collateral other than cash, the Fund is compensated by a fee paid by","page_number":18,"box":{"x":59,"y":826,"width":875,"height":13}},{"id":"925570a3-d6b5-4541-bd1a-cfc37179926a","block_type":"box","text":"the borrower equal to a percentage of the market value of the loaned securities. Any cash collateral received by the Fund for","page_number":18,"box":{"x":59,"y":841,"width":867,"height":13}},{"id":"2a83cf8f-710f-4cda-b086-6e4828ac07d9","block_type":"box","text":"such loans, and uninvested cash, may be reinvested in certain short-term instruments either directly on behalf of the Fund or","page_number":18,"box":{"x":59,"y":857,"width":875,"height":12}},{"id":"517b3d73-08d9-415c-b143-90456f038209","block_type":"box","text":"through one or more joint accounts or money market funds, including those affiliated with BFA; such investments are subject","page_number":18,"box":{"x":59,"y":872,"width":878,"height":12}},{"id":"4c50c3a2-2f24-43dd-97b9-69a92c22c128","block_type":"box","text":"to investment risk.","page_number":18,"box":{"x":59,"y":887,"width":128,"height":9}},{"id":"4f276d76-ebc9-4d18-83d4-3bacf9dd9f60","block_type":"box","text":"4","page_number":18,"box":{"x":495,"y":916,"width":8,"height":9}},{"id":"56fcff90-7014-4fec-93d5-65b7f0039b1b","block_type":"box","text":"The Fund conducts its securities lending pursuant to an exemptive order from the SEC permitting it to lend portfolio","page_number":19,"box":{"x":59,"y":67,"width":812,"height":12}},{"id":"363487e3-01e6-4136-869f-d0af00b241a0","block_type":"box","text":"securities to borrowers affiliated with the Fund and to retain an affiliate of the Fund to act as securities lending agent. To the","page_number":19,"box":{"x":59,"y":82,"width":868,"height":12}},{"id":"7cf39de0-b7e1-487a-9d2b-5b88e09a2fe5","block_type":"box","text":"extent that the Fund engages in securities lending, BlackRock Institutional Trust Company, N.A. (“BTC”) acts as securities","page_number":19,"box":{"x":59,"y":97,"width":847,"height":12}},{"id":"b271c5b5-a229-4454-853a-425f842503bf","block_type":"box","text":"lending agent for the Fund, subject to the overall supervision of BFA. BTC administers the lending program in accordance","page_number":19,"box":{"x":60,"y":112,"width":845,"height":12}},{"id":"41b487df-cbc3-49de-b091-693a0f44d5f9","block_type":"box","text":"with guidelines approved by the Trust’s Board of Trustees (the “Board,” the trustees of which are the “Trustees”). JPMorgan","page_number":19,"box":{"x":59,"y":127,"width":862,"height":12}},{"id":"460efe0c-1b06-4b41-aa19-b5f278be268b","block_type":"box","text":"Chase Bank, N.A. (“JPMorgan”) serves as custodian for the Fund in connection with certain securities lending activities.","page_number":19,"box":{"x":59,"y":142,"width":832,"height":13}},{"id":"817025b4-c849-4676-ba83-59f9429782de","block_type":"box","text":"Securities lending involves exposure to certain risks, including operational risk (i.e., the risk of losses resulting from problems","page_number":19,"box":{"x":59,"y":169,"width":872,"height":12}},{"id":"895b9ddd-f9d8-46ed-8f7d-9d55e86d784e","block_type":"box","text":"in the settlement and accounting process), “gap” risk (i.e., the risk of a mismatch between the return on cash collateral","page_number":19,"box":{"x":60,"y":184,"width":829,"height":12}},{"id":"0e358dac-3d98-48e7-b5a8-796540032a6e","block_type":"box","text":"reinvestments and the fees the Fund has agreed to pay a borrower), foreign exchange risk (i.e., the risk of a shortfall at","page_number":19,"box":{"x":60,"y":199,"width":826,"height":12}},{"id":"b797376c-69d0-4bbc-91c8-37699d92aa4b","block_type":"box","text":"default when a cash collateral investment is denominated in a currency other than the currency of the assets being loaned","page_number":19,"box":{"x":59,"y":214,"width":856,"height":12}},{"id":"4a760e96-00e3-436b-a2f7-0a7dd9649ea9","block_type":"box","text":"due to movements in foreign exchange rates), and credit, legal, counterparty and market risks (including the risk that market","page_number":19,"box":{"x":59,"y":229,"width":874,"height":12}},{"id":"36a1af5c-4d32-405f-a376-edd031dd23b9","block_type":"box","text":"events, including but not limited to corporate actions, could lead the Fund to lend securities that are trading at a premium","page_number":19,"box":{"x":59,"y":244,"width":853,"height":13}},{"id":"2ad4a9e7-7458-4f44-9ce3-f37cf2957ecf","block_type":"box","text":"due to increased demand, or to recall loaned securities or to lend less or not at all, which could lead to reduced securities","page_number":19,"box":{"x":59,"y":259,"width":846,"height":12}},{"id":"57cb488d-bda4-481b-a721-c1057410e510","block_type":"box","text":"lending revenue). If the Fund were to lend out securities that are subject to a corporate action and commit to the borrower a","page_number":19,"box":{"x":60,"y":274,"width":869,"height":13}},{"id":"a3163cc5-cb02-4604-9a8f-2e21b6d0394d","block_type":"box","text":"particular election as determined by the Fund’s investment adviser, the benefit the Fund would receive in respect of","page_number":19,"box":{"x":59,"y":290,"width":807,"height":12}},{"id":"c9c69d15-0bef-4c92-b08a-c5db8faeb502","block_type":"box","text":"committing to such election may or may not be less than the benefit the Fund would have received from making a different","page_number":19,"box":{"x":59,"y":305,"width":863,"height":12}},{"id":"2d009995-376b-4503-9f47-b8eecda9f355","block_type":"box","text":"election in such corporate action. If a securities lending counterparty were to default, the Fund would be subject to the risk of","page_number":19,"box":{"x":59,"y":320,"width":879,"height":12}},{"id":"b015d02c-04d5-46e7-bd83-4b0946ea4319","block_type":"box","text":"a possible delay in receiving collateral or in recovering the loaned securities, or to a possible loss of rights in the collateral. In","page_number":19,"box":{"x":59,"y":335,"width":866,"height":12}},{"id":"c44c0913-102d-43ad-bf3c-2cc4558d07dc","block_type":"box","text":"the event a borrower does not return the Fund’s securities as agreed, the Fund’s ability to participate in a corporate action","page_number":19,"box":{"x":59,"y":350,"width":852,"height":12}},{"id":"911f7456-8c47-45d4-8e40-03dc8cb77a33","block_type":"box","text":"event may be impacted, or the Fund may experience losses if the proceeds received from liquidating the collateral do not at","page_number":19,"box":{"x":59,"y":365,"width":863,"height":13}},{"id":"34e21e17-711d-43bf-8921-e11705a48761","block_type":"box","text":"least equal the value of the loaned security at the time the collateral is liquidated, plus the transaction costs incurred in","page_number":19,"box":{"x":60,"y":380,"width":828,"height":13}},{"id":"ed442248-e978-4f05-8dbf-30de646b7769","block_type":"box","text":"purchasing replacement securities. This latter event could trigger adverse tax consequences for the Fund. The Fund could","page_number":19,"box":{"x":59,"y":395,"width":852,"height":13}},{"id":"f10661e2-f043-47d0-bd42-77f6b75dc7d2","block_type":"box","text":"lose money if its short-term investment of the collateral declines in value over the period of the loan. Substitute payments","page_number":19,"box":{"x":60,"y":411,"width":849,"height":12}},{"id":"5918af56-55a2-43b7-96d0-1a98bdfeb6fc","block_type":"box","text":"received by the Fund representing dividends paid on securities loaned out by the Fund will not be considered qualified","page_number":19,"box":{"x":60,"y":426,"width":823,"height":12}},{"id":"f4df101b-49ba-4a05-bbea-6369341ed336","block_type":"box","text":"dividend income. BTC will take into account the tax effects on shareholders caused by this difference in connection with the","page_number":19,"box":{"x":59,"y":441,"width":865,"height":12}},{"id":"9aa5e4fd-3e5d-43ec-9bbf-5f3b1958d6f4","block_type":"box","text":"Fund’s securities lending program. Substitute payments received on tax-exempt securities loaned out will not be tax-exempt","page_number":19,"box":{"x":60,"y":456,"width":871,"height":12}},{"id":"492cb01e-ed01-401a-b54f-238583d0fc15","block_type":"box","text":"income. There could also be changes in the status of issuers under applicable laws and regulations, including tax regulations,","page_number":19,"box":{"x":60,"y":471,"width":875,"height":12}},{"id":"89e60a9d-b371-4ab5-8109-40dc92c38f8e","block_type":"box","text":"that may impact the regulatory or tax treatment of loaned securities and could, for example, result in a delay in the payment","page_number":19,"box":{"x":59,"y":486,"width":869,"height":12}},{"id":"552f3890-9632-4b6c-9e75-adf47761ca3a","block_type":"box","text":"of dividend equivalent payments owed to the Fund (as permitted by applicable law).","page_number":19,"box":{"x":59,"y":501,"width":587,"height":13}},{"id":"fce7d513-ba88-4b43-a313-a3cfebc0cc08","block_type":"box","text":"Regulations adopted by global prudential regulators require certain bank-regulated counterparties and certain of their","page_number":19,"box":{"x":60,"y":528,"width":824,"height":12}},{"id":"2fcde351-1319-43a3-9594-cdbecf343ba1","block_type":"box","text":"affiliates to include in certain financial contracts, including many securities lending agreements, terms that delay or restrict","page_number":19,"box":{"x":59,"y":543,"width":859,"height":12}},{"id":"3e288c1d-f30b-4ffa-bd66-3dfa8a07785d","block_type":"box","text":"the rights of counterparties, such as the Fund, to terminate such agreements, foreclose upon collateral, exercise other default","page_number":19,"box":{"x":59,"y":558,"width":878,"height":12}},{"id":"1ba15794-6749-4ab8-b08c-710c07433ba5","block_type":"box","text":"rights or restrict transfers of credit support in the event that the counterparty and/or its affiliates are subject to certain types","page_number":19,"box":{"x":60,"y":573,"width":868,"height":12}},{"id":"83379229-1250-40d5-b9e6-3d2c6341453a","block_type":"box","text":"of resolution or insolvency proceedings. It is possible that these requirements, as well as potential additional government","page_number":19,"box":{"x":59,"y":588,"width":846,"height":13}},{"id":"2496b797-0fa3-46f7-82d0-fd0d5aea9e08","block_type":"box","text":"regulation and other developments in the market, could adversely affect the Fund’s ability to terminate existing securities","page_number":19,"box":{"x":60,"y":603,"width":847,"height":13}},{"id":"8b1beef2-a25e-4661-bb38-e0fb68fcee2e","block_type":"box","text":"lending agreements or to realize amounts to be received under such agreements. Prudential regulation may also favor","page_number":19,"box":{"x":60,"y":618,"width":824,"height":13}},{"id":"a2a947ae-ccb8-4980-beb7-6cba411b2f66","block_type":"box","text":"lenders that can provide additional protections, such as liens that are exercisable in connection with a lender default, to","page_number":19,"box":{"x":60,"y":634,"width":834,"height":12}},{"id":"4d8aeb21-75a7-4394-a657-4758f5a4f938","block_type":"box","text":"borrowers. The Fund may provide additional protections to borrowers, where permitted, pursuant to the Fund’s investment","page_number":19,"box":{"x":60,"y":649,"width":862,"height":12}},{"id":"d494757f-1baa-463d-a307-d675bb084e8e","block_type":"box","text":"policies and if BFA believes doing so is in the best interest of the Fund.","page_number":19,"box":{"x":59,"y":664,"width":489,"height":12}},{"id":"1a4574e0-5cbc-420f-88ef-026e61721085","block_type":"box","text":"Liquidity Risk Management.","page_number":19,"box":{"x":60,"y":690,"width":200,"height":13}},{"id":"7d29eb84-6c94-4b9f-9c46-7c8374ce2353","block_type":"box","text":"Rule 22e-4 under the Investment Company Act (the “Liquidity Rule”) requires open-end funds,","page_number":19,"box":{"x":270,"y":690,"width":662,"height":13}},{"id":"cd52ef18-9136-4b8b-99a3-f2d993241a02","block_type":"box","text":"including ETFs such as the Fund, to establish a liquidity risk management program (the “Liquidity Program”) and enhance","page_number":19,"box":{"x":60,"y":705,"width":854,"height":13}},{"id":"187041c9-f1c9-4522-9c40-14a9e7dfd80d","block_type":"box","text":"disclosures regarding fund liquidity. As required by the Liquidity Rule, the Fund has implemented a Liquidity Program, and the","page_number":19,"box":{"x":59,"y":720,"width":879,"height":13}},{"id":"1c5f58fd-4ecf-4cb4-a8c5-2d786ca93798","block_type":"box","text":"Board, including a majority of the Independent Trustees of the Trust, has appointed BFA as the administrator of the Liquidity","page_number":19,"box":{"x":60,"y":736,"width":869,"height":12}},{"id":"8a0e416d-863e-4798-9d26-323cc14302aa","block_type":"box","text":"Program. Under the Liquidity Program, BFA assesses, manages, and periodically reviews the Fund’s liquidity risk and classifies","page_number":19,"box":{"x":60,"y":751,"width":878,"height":12}},{"id":"745d9aed-1f6b-4854-a07d-3399b13a4c79","block_type":"box","text":"each investment held by the Fund as a “highly liquid investment,” “moderately liquid investment,” “less liquid investment” or","page_number":19,"box":{"x":59,"y":766,"width":873,"height":12}},{"id":"f8420fe3-54d8-4ffc-ac34-f885aa262f41","block_type":"box","text":"“illiquid investment.” The Liquidity Rule defines “liquidity risk” as the risk that the Fund could not meet requests to redeem","page_number":19,"box":{"x":59,"y":781,"width":858,"height":12}},{"id":"fb54b25d-809e-48df-8afb-757a53cfcc7c","block_type":"box","text":"shares issued by the Fund without significant dilution of the remaining investors’ interest in the Fund. The liquidity of the","page_number":19,"box":{"x":59,"y":796,"width":845,"height":12}},{"id":"54608176-e7bb-492d-9adc-1e8a20bf7136","block_type":"box","text":"Fund’s portfolio investments is determined based on relevant market, trading and investment-specific considerations under","page_number":19,"box":{"x":60,"y":811,"width":864,"height":13}},{"id":"9a968bc5-9eda-42a3-88ef-c3b19cfa5fd1","block_type":"box","text":"the Liquidity Program. There are exclusions from certain portions of the liquidity risk management program requirements for","page_number":19,"box":{"x":59,"y":826,"width":875,"height":13}},{"id":"9a760deb-0612-47ae-995d-abe458af75fb","block_type":"box","text":"“in-kind” ETFs, as defined in the Liquidity Rule. To the extent that an investment is deemed to be an illiquid investment or a","page_number":19,"box":{"x":59,"y":841,"width":860,"height":13}},{"id":"b5121346-69d1-4e98-9009-d25d475aaaeb","block_type":"box","text":"less liquid investment, the Fund can expect to be exposed to greater liquidity risk.","page_number":19,"box":{"x":60,"y":857,"width":568,"height":12}},{"id":"ac3c8222-4bb4-42fb-9cdc-5933fc23dcfb","block_type":"box","text":"5","page_number":19,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"9dc9f2fb-8024-44c6-b298-45ea0cf7cadf","block_type":"box","text":"Non-U.S. Securities.","page_number":20,"box":{"x":60,"y":67,"width":141,"height":9}},{"id":"ddcc469c-598a-4c17-bd3f-31329a4f9ed1","block_type":"box","text":"The Fund intends to purchase publicly traded common stocks of non-U.S. issuers. To the extent the","page_number":20,"box":{"x":210,"y":67,"width":698,"height":12}},{"id":"a9448238-f0c6-4fa1-8e38-9987e8e9e831","block_type":"box","text":"Fund invests in stocks of non-U.S. issuers, the Fund’s investment in such stocks may be in the form of American Depositary","page_number":20,"box":{"x":60,"y":82,"width":864,"height":12}},{"id":"67186829-0853-4860-b0f0-491bc4547fc5","block_type":"box","text":"Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) and European Depositary Receipts (“EDRs”) (collectively, “depositary","page_number":20,"box":{"x":60,"y":97,"width":876,"height":12}},{"id":"cb7185ba-98e3-461f-8d14-4f69081ea330","block_type":"box","text":"receipts”). Depositary receipts are receipts, typically issued by a bank or trust issuer, which evidence ownership of underlying","page_number":20,"box":{"x":60,"y":112,"width":872,"height":12}},{"id":"efdcaa9a-7a0b-49ff-83a0-2d5cdc8ffd77","block_type":"box","text":"securities issued by a non-U.S. issuer. Depositary receipts may not necessarily be denominated in the same currency as their","page_number":20,"box":{"x":59,"y":127,"width":869,"height":12}},{"id":"417e2933-6b15-4b59-808b-eda717b08a2f","block_type":"box","text":"underlying securities. ADRs typically are issued by a U.S. bank or trust company and evidence ownership of underlying","page_number":20,"box":{"x":60,"y":142,"width":827,"height":13}},{"id":"ad5562f0-38a3-4d0a-84ea-74d98d4ab7b5","block_type":"box","text":"securities issued by a non-U.S. issuer. EDRs, which are sometimes referred to as continental depositary receipts, are receipts","page_number":20,"box":{"x":59,"y":157,"width":865,"height":13}},{"id":"41ba8d75-573c-48f8-8f8d-d338f514b2f5","block_type":"box","text":"issued in Europe, typically by foreign banks and trust companies, that evidence ownership of either foreign or domestic","page_number":20,"box":{"x":60,"y":172,"width":832,"height":13}},{"id":"66cb4bb2-57f1-4e06-a4e3-93e8006a98e0","block_type":"box","text":"underlying securities. GDRs are depositary receipts structured like global debt issues to facilitate trading on an international","page_number":20,"box":{"x":60,"y":188,"width":862,"height":12}},{"id":"6b89d8f1-dab8-4ffb-97cd-877e14ec7356","block_type":"box","text":"basis. Generally, ADRs, issued in registered form, are designed for use in the U.S. securities markets, and EDRs, issued in","page_number":20,"box":{"x":60,"y":203,"width":834,"height":12}},{"id":"6b9d9bff-882b-419a-bc89-dd4d1eb2f019","block_type":"box","text":"bearer form, are designed for use in European securities markets. GDRs are tradable both in the U.S. and in Europe and are","page_number":20,"box":{"x":60,"y":218,"width":854,"height":12}},{"id":"6261a677-4675-42a8-a94e-9a8f597c3895","block_type":"box","text":"designed for use throughout the world.","page_number":20,"box":{"x":59,"y":233,"width":274,"height":12}},{"id":"eaf42b0e-8208-45ba-a781-e9403ff63756","block_type":"box","text":"Depositary receipts are generally subject to the same risks as the foreign securities that they evidence or into which they may","page_number":20,"box":{"x":60,"y":259,"width":876,"height":13}},{"id":"290bd26f-f372-48a6-b75d-538dfc77d9f8","block_type":"box","text":"be converted. In addition to investment risks associated with the underlying issuer, depositary receipts expose the Fund to","page_number":20,"box":{"x":60,"y":274,"width":853,"height":13}},{"id":"2c7de5e8-0c2e-403f-a0a4-d682dd6933a1","block_type":"box","text":"additional risks associated with the non-uniform terms that apply to depositary receipt programs, credit exposure to the","page_number":20,"box":{"x":59,"y":290,"width":842,"height":12}},{"id":"9cff56eb-846d-48a0-a844-449f543845cb","block_type":"box","text":"depository bank and to the sponsors and other parties with whom the depository bank establishes the programs, currency","page_number":20,"box":{"x":59,"y":305,"width":859,"height":12}},{"id":"1795a34d-5024-4e90-8a78-5ace50e4ae70","block_type":"box","text":"risk and liquidity risk. Unsponsored programs, which are not sanctioned by the issuer of the underlying common stock,","page_number":20,"box":{"x":60,"y":320,"width":832,"height":12}},{"id":"57f968b4-9327-4320-af80-1b48a374840d","block_type":"box","text":"generally expose investors to greater risks than sponsored programs and do not provide holders with many of the","page_number":20,"box":{"x":59,"y":335,"width":796,"height":12}},{"id":"89aab673-f1b5-4248-a7a0-1db7740e906e","block_type":"box","text":"shareholder benefits that come from investing in a sponsored depositary receipts.","page_number":20,"box":{"x":59,"y":350,"width":571,"height":12}},{"id":"293dc404-2bf8-44ce-a6b5-bf2c5c1ad591","block_type":"box","text":"Investing in the securities of non-U.S. issuers involves special risks and considerations not typically associated with investing","page_number":20,"box":{"x":60,"y":377,"width":868,"height":12}},{"id":"2dbcaa1c-e5bb-41e9-8c27-f4be83ba5c11","block_type":"box","text":"in U.S. issuers. These include differences in accounting, auditing and financial reporting standards; the possibility of","page_number":20,"box":{"x":60,"y":392,"width":808,"height":12}},{"id":"b8b8655a-e896-4008-b8c5-48dc84585177","block_type":"box","text":"expropriation or confiscatory taxation; adverse changes in investment or exchange control regulations; political instability,","page_number":20,"box":{"x":59,"y":407,"width":853,"height":12}},{"id":"e8551f61-4902-4892-9eaa-4e424c0224d5","block_type":"box","text":"which could affect U.S. investments in non-U.S. countries; and potential restrictions on the flow of international capital. Non","page_number":20,"box":{"x":59,"y":422,"width":873,"height":12}},{"id":"b3b0e532-d3e1-4508-86b5-b4ea6d5a81cd","block_type":"box","text":"U.S. issuers may be subject to less governmental regulation than U.S. issuers. Moreover, individual non-U.S. economies may","page_number":20,"box":{"x":60,"y":437,"width":864,"height":12}},{"id":"c7f067a7-eae5-4d59-8324-b16ebe0065fc","block_type":"box","text":"differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product (“GDP”), rate of","page_number":20,"box":{"x":59,"y":452,"width":871,"height":12}},{"id":"c0cb088b-9e0e-41f8-a10c-30f3efc1702f","block_type":"box","text":"inflation, capital reinvestment, resource self-sufficiency and balance of payment positions.","page_number":20,"box":{"x":60,"y":467,"width":629,"height":13}},{"id":"95b8adde-967b-4e95-84e9-a341cb0b09b4","block_type":"box","text":"Options on Futures Contracts.","page_number":20,"box":{"x":59,"y":494,"width":216,"height":12}},{"id":"6382fec0-5224-4247-b2eb-92394bb60c99","block_type":"box","text":"The Fund may invest in options on futures contracts. An option on a futures contract, as","page_number":20,"box":{"x":284,"y":494,"width":618,"height":12}},{"id":"a36bf2e4-56f6-4983-8f6b-3d7f1572b5c7","block_type":"box","text":"contrasted with the direct investment in such a contract, gives the purchaser the right, in return for the premium paid, to","page_number":20,"box":{"x":59,"y":509,"width":844,"height":12}},{"id":"d58fe0a0-7ff1-4596-82b5-94bea0287da3","block_type":"box","text":"assume a position in the underlying futures contract at a specified exercise price at any time prior to the expiration date of","page_number":20,"box":{"x":59,"y":524,"width":857,"height":12}},{"id":"31cab73a-3abe-4541-8485-563e176848ed","block_type":"box","text":"the option. Upon exercise of an option, the delivery of the futures position by the writer of the option to the holder of the","page_number":20,"box":{"x":59,"y":539,"width":844,"height":12}},{"id":"a7259c75-f915-4646-96b3-54fcde1cfc37","block_type":"box","text":"option will be accompanied by delivery of the accumulated balance in the writer’s futures margin account that represents the","page_number":20,"box":{"x":59,"y":554,"width":877,"height":13}},{"id":"37767ce0-8400-4c9f-aeb8-cd6827f67669","block_type":"box","text":"amount by which the market price of the futures contract exceeds (in the case of a call) or is less than (in the case of a put)","page_number":20,"box":{"x":59,"y":569,"width":863,"height":13}},{"id":"6aa17d4e-82d8-4166-aa43-5696362e3a70","block_type":"box","text":"the exercise price of the option on the futures contract. The potential for loss related to the purchase of an option on a","page_number":20,"box":{"x":59,"y":584,"width":829,"height":13}},{"id":"52a79fdb-e18a-4140-b0a5-1b6b378568d9","block_type":"box","text":"futures contract is limited to the premium paid for the option plus transaction costs. Because the value of the option is fixed","page_number":20,"box":{"x":59,"y":600,"width":866,"height":12}},{"id":"68b3ca47-8ddf-442f-8d02-e02c56e156ad","block_type":"box","text":"at the point of sale, there are no daily cash payments by the purchaser to reflect changes in the value of the underlying","page_number":20,"box":{"x":59,"y":615,"width":829,"height":12}},{"id":"df761da7-6572-4577-8100-23b275b95217","block_type":"box","text":"contract; however, the value of the option changes daily and that change would be reflected in the NAV of the Fund. The","page_number":20,"box":{"x":59,"y":630,"width":842,"height":12}},{"id":"414dbe68-2d2f-4f56-8e9b-caf375c01fd5","block_type":"box","text":"potential for loss related to writing call options is unlimited. The potential for loss related to writing put options is limited to","page_number":20,"box":{"x":59,"y":645,"width":863,"height":12}},{"id":"2d3f232d-1f9b-48e4-a8e1-9f91cfd5df45","block_type":"box","text":"the agreed upon price per share, also known as the “strike price,” less the premium received from writing the put.","page_number":20,"box":{"x":59,"y":660,"width":794,"height":12}},{"id":"b65ee9e7-c54d-4570-bbcf-6234d8dbaffd","block_type":"box","text":"Privately Issued Securities.","page_number":20,"box":{"x":60,"y":686,"width":190,"height":13}},{"id":"4c3b38a8-ea1c-4a89-96d9-df2c898428e9","block_type":"box","text":"The Fund may invest in privately issued securities, including those that may be resold only in","page_number":20,"box":{"x":263,"y":686,"width":647,"height":13}},{"id":"c90273a0-64cc-482e-9005-11bbe070176c","block_type":"box","text":"accordance with Rule 144A or Regulation S under the 1933 Act (“Restricted Securities”). Restricted Securities are not","page_number":20,"box":{"x":59,"y":702,"width":819,"height":12}},{"id":"4146a8a2-0b32-4b6b-be2e-6d4d8ea1896e","block_type":"box","text":"publicly-traded and are subject to a variety of restrictions, which limit a purchaser’s ability to acquire or resell such securities.","page_number":20,"box":{"x":59,"y":717,"width":874,"height":12}},{"id":"fe3fb8b3-b897-4428-8bdc-45d03fdcd4ae","block_type":"box","text":"Accordingly, the liquidity of the market for specific Restricted Securities may vary. Delay or difficulty in selling such securities","page_number":20,"box":{"x":59,"y":732,"width":869,"height":12}},{"id":"15d58535-4fd4-475a-a899-e1d38915a5cb","block_type":"box","text":"may result in a loss to the Fund.","page_number":20,"box":{"x":60,"y":747,"width":221,"height":12}},{"id":"a7ee2269-ad21-4e07-8568-57c168efbc1b","block_type":"box","text":"Regulation Regarding Derivatives.","page_number":20,"box":{"x":60,"y":773,"width":242,"height":13}},{"id":"b5b324a0-97bf-4e37-9283-62af75b9463d","block_type":"box","text":"The CFTC subjects advisers to registered investment companies to regulation by the","page_number":20,"box":{"x":310,"y":773,"width":589,"height":13}},{"id":"4968405e-0cdf-4367-9578-1d9cb102e44b","block_type":"box","text":"CFTC if a fund that is advised by the investment adviser either (i) invests, directly or indirectly, more than a prescribed level of","page_number":20,"box":{"x":59,"y":788,"width":876,"height":13}},{"id":"a1b04b86-d873-45cd-86f5-6e69b000f7d9","block_type":"box","text":"its liquidation value in CFTC-regulated futures, options and swaps (“CFTC Derivatives”) or (ii) markets itself as providing","page_number":20,"box":{"x":60,"y":804,"width":843,"height":12}},{"id":"434bfd52-cd87-4041-80e6-a94b642e6287","block_type":"box","text":"investment exposure to such instruments. Due to the Fund’s potential use of CFTC Derivatives above the prescribed levels,","page_number":20,"box":{"x":60,"y":819,"width":855,"height":12}},{"id":"c3f7f2e8-bdff-4f25-9332-4c5a3aa91072","block_type":"box","text":"the Fund will be considered a “commodity pool” under the CEA. Accordingly, BFA, the Fund’s investment adviser, has","page_number":20,"box":{"x":59,"y":834,"width":818,"height":12}},{"id":"6073e7bd-c909-49f5-b93f-aa78b224a073","block_type":"box","text":"registered as a commodity pool operator and is subject to CFTC regulation with respect to the Fund. BFA is also subject to","page_number":20,"box":{"x":60,"y":849,"width":853,"height":12}},{"id":"beae5521-9674-4b7c-807b-71d493c3b927","block_type":"box","text":"regulation by the National Futures Association.","page_number":20,"box":{"x":60,"y":864,"width":326,"height":12}},{"id":"fc304e55-3c6b-4efd-8918-0240a058b645","block_type":"box","text":"6","page_number":20,"box":{"x":495,"y":916,"width":8,"height":9}},{"id":"accfa54a-a861-45ee-9a98-e95767bd7fda","block_type":"box","text":"Derivative contracts, including, without limitation, swaps, currency forwards, and NDFs, are subject to regulation under the","page_number":21,"box":{"x":60,"y":67,"width":859,"height":12}},{"id":"88b2f928-a787-444b-bc83-254cf86e060c","block_type":"box","text":"Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) in the U.S. and under comparable regimes","page_number":21,"box":{"x":60,"y":82,"width":871,"height":12}},{"id":"6f1f2a28-4c40-450c-9d96-7ee17b5e0e14","block_type":"box","text":"in Europe, Asia and other non-U.S. jurisdictions. Swaps, NDFs and certain other derivatives traded in the OTC market are","page_number":21,"box":{"x":60,"y":97,"width":839,"height":12}},{"id":"47e6f233-37ae-487c-a8a2-ac70c0239554","block_type":"box","text":"subject to variation margin and initial margin requirements. Implementation of the margining and other provisions of the","page_number":21,"box":{"x":59,"y":112,"width":847,"height":12}},{"id":"9a04184e-1fd9-4dba-a0d7-7a4dbb31ed25","block_type":"box","text":"Dodd-Frank Act regarding clearing, mandatory trading, reporting and documentation of swaps and other derivatives have","page_number":21,"box":{"x":60,"y":127,"width":853,"height":12}},{"id":"eb66cfa9-7c88-463e-aa1f-64a662b0fd94","block_type":"box","text":"impacted and may continue to impact the costs to the Fund of trading these instruments and, as a result, may affect returns","page_number":21,"box":{"x":60,"y":142,"width":868,"height":13}},{"id":"20e3e640-52f0-4852-801a-b61e2c01a012","block_type":"box","text":"to investors in the Fund.","page_number":21,"box":{"x":59,"y":157,"width":168,"height":10}},{"id":"aa8b1734-5086-4ab0-a69d-a258814a3265","block_type":"box","text":"Rule 18f-4 under the Investment Company Act permits the Fund to enter into Derivatives Transactions (as defined below)","page_number":21,"box":{"x":60,"y":184,"width":849,"height":12}},{"id":"352f4664-42d0-41dc-a479-a45f75a3921c","block_type":"box","text":"and certain other transactions notwithstanding the restrictions on the issuance of “senior securities” under Section 18 of the","page_number":21,"box":{"x":59,"y":199,"width":873,"height":12}},{"id":"565bd3f8-d6dd-4eb4-a03d-4214fda95922","block_type":"box","text":"Investment Company Act. Section 18 of the Investment Company Act, among other things, prohibits open-end funds,","page_number":21,"box":{"x":60,"y":214,"width":822,"height":12}},{"id":"ddb5600e-caa5-4f1b-ab71-bd60610d31a9","block_type":"box","text":"including the Fund, from issuing or selling any “senior security,” other than borrowing from a bank (subject to a requirement","page_number":21,"box":{"x":60,"y":229,"width":871,"height":12}},{"id":"04042adb-8da2-40c4-9d1e-735faa516ec0","block_type":"box","text":"to maintain 300% “asset coverage”).","page_number":21,"box":{"x":59,"y":244,"width":257,"height":13}},{"id":"f8448cf9-4b2b-4087-8689-902483941f78","block_type":"box","text":"Under Rule 18f-4, “Derivatives Transactions” include the following: (1) any swap, security-based swap (including a contract","page_number":21,"box":{"x":60,"y":271,"width":862,"height":12}},{"id":"5d8bc863-395d-46e8-a2cd-8a8cb775ea00","block_type":"box","text":"for differences), futures contract, forward contract, option (excluding purchased options), any combination of the foregoing,","page_number":21,"box":{"x":59,"y":286,"width":871,"height":12}},{"id":"0dfbb507-3d24-40e7-bbdf-0d369a748ac7","block_type":"box","text":"or any similar instrument, under which the Fund is or may be required to make any payment or delivery of cash or other","page_number":21,"box":{"x":59,"y":301,"width":839,"height":12}},{"id":"6c1bc44d-0faf-42d5-8d3c-913a572e7547","block_type":"box","text":"assets during the life of the instrument or at maturity or early termination, whether as margin or settlement payment or","page_number":21,"box":{"x":59,"y":316,"width":838,"height":12}},{"id":"c42ba392-6e3f-4b63-83c3-5fd4ed091020","block_type":"box","text":"otherwise; (2) any short sale borrowing; (3) reverse repurchase agreements and similar financing transactions (","page_number":21,"box":{"x":59,"y":331,"width":780,"height":13}},{"id":"d231f6f4-47a9-495f-9ce4-2e7c892ba70d","block_type":"box","text":"e.g","page_number":21,"box":{"x":840,"y":334,"width":21,"height":10}},{"id":"63d4b7c5-bcfe-4025-b97e-19fbf807d54a","block_type":"box","text":"., recourse","page_number":21,"box":{"x":862,"y":334,"width":71,"height":9}},{"id":"5af882ee-29b9-4afc-b94d-6448f9558f3f","block_type":"box","text":"and non-recourse tender option bonds, and borrowed bonds), if the Fund elects to treat these transactions as Derivatives","page_number":21,"box":{"x":59,"y":346,"width":849,"height":13}},{"id":"5494411d-1b64-40a9-a6fd-8c52db2d201f","block_type":"box","text":"Transactions under Rule 18f-4; and (4) when-issued or forward-settling securities (","page_number":21,"box":{"x":59,"y":361,"width":581,"height":13}},{"id":"f04c749a-e451-4b81-8608-388bd22f4e0c","block_type":"box","text":"e.g.,","page_number":21,"box":{"x":642,"y":364,"width":26,"height":10}},{"id":"abe6291c-0875-4fdd-a1f6-5968150e5b1b","block_type":"box","text":"firm and standby commitments,","page_number":21,"box":{"x":674,"y":361,"width":225,"height":13}},{"id":"8f53cc16-da62-4008-8489-ead11cdeab75","block_type":"box","text":"including to-be-announced (“TBA”) commitments, and dollar rolls) and non-standard settlement cycle securities, unless the","page_number":21,"box":{"x":60,"y":377,"width":869,"height":12}},{"id":"ed164af1-9ff4-477e-94e2-d59e148681f5","block_type":"box","text":"Fund intends to physically settle the transaction and the transaction will settle within 35 days of its trade date (the “Delayed","page_number":21,"box":{"x":60,"y":392,"width":871,"height":12}},{"id":"9fa3c07d-d5a5-4521-a848-87db27de6a20","block_type":"box","text":"Settlement Securities Provision”).","page_number":21,"box":{"x":59,"y":407,"width":233,"height":12}},{"id":"d1b3d938-9247-40d9-be3a-8afea833fab3","block_type":"box","text":"Unless the Fund is relying on the Limited Derivatives User Exception (as defined below), the Fund must comply with Rule 18f","page_number":21,"box":{"x":60,"y":433,"width":877,"height":13}},{"id":"d93b4015-e287-4abd-9cc1-fedc0dfadb91","block_type":"box","text":"4 with respect to its Derivatives Transactions. Rule 18f-4, among other things, requires the Fund to adopt and implement a","page_number":21,"box":{"x":59,"y":448,"width":857,"height":13}},{"id":"ff57727c-7b6f-4979-8c1c-86a3f7c28b8c","block_type":"box","text":"comprehensive written derivatives risk management program (“DRMP”) and comply with a relative or absolute limit on Fund","page_number":21,"box":{"x":59,"y":463,"width":875,"height":13}},{"id":"1fd69819-0b04-4671-ad35-cf8bfa35c800","block_type":"box","text":"leverage risk calculated based on value-at-risk (“VaR”). The DRMP is administered by a “derivatives risk manager,” who is","page_number":21,"box":{"x":60,"y":479,"width":846,"height":12}},{"id":"90ad2437-9bc8-47b6-82a2-f8d5fabf1e7d","block_type":"box","text":"appointed by the Board, including a majority of Independent Directors/Trustees, and periodically reviews the DRMP and","page_number":21,"box":{"x":59,"y":494,"width":840,"height":12}},{"id":"e461612d-00ef-4fc1-955c-d896681aac2d","block_type":"box","text":"reports to the Board.","page_number":21,"box":{"x":60,"y":509,"width":142,"height":12}},{"id":"aae3e2a7-46ad-4aa1-904f-71500ff2f080","block_type":"box","text":"Rule 18f-4 provides an exception from the DRMP, VaR limit and certain other requirements if the Fund’s “derivatives","page_number":21,"box":{"x":60,"y":535,"width":807,"height":13}},{"id":"bb858953-88ea-426a-8d73-53cca53337a1","block_type":"box","text":"exposure” (as defined in Rule 18f-4) is limited to 10% of its net assets (as calculated in accordance with Rule 18f-4) and the","page_number":21,"box":{"x":59,"y":550,"width":867,"height":13}},{"id":"2060f83f-6603-4ce9-a846-df2146dfb840","block_type":"box","text":"Fund adopts and implements written policies and procedures reasonably designed to manage its derivatives risks (the","page_number":21,"box":{"x":60,"y":566,"width":826,"height":12}},{"id":"747de313-03f2-4074-a5b5-a3244829cf0d","block_type":"box","text":"“Limited Derivatives User Exception”).","page_number":21,"box":{"x":59,"y":581,"width":265,"height":12}},{"id":"dd206788-a013-4122-964c-f93dd5bb20f2","block_type":"box","text":"Repurchase Agreements.","page_number":21,"box":{"x":60,"y":607,"width":179,"height":12}},{"id":"f5b06381-1514-45d6-b918-e55546f1b8d4","block_type":"box","text":"A repurchase agreement is an instrument under which the purchaser (","page_number":21,"box":{"x":248,"y":607,"width":495,"height":12}},{"id":"c779e8a2-8381-4f73-b06f-e74e0a17bf52","block_type":"box","text":"i.e.","page_number":21,"box":{"x":744,"y":608,"width":17,"height":9}},{"id":"81658c5e-d3db-46da-bb16-c6c1d9dec93b","block_type":"box","text":", a Fund) acquires a","page_number":21,"box":{"x":764,"y":607,"width":135,"height":12}},{"id":"3e4c0b41-37ae-40ff-8648-2a07a8f521a1","block_type":"box","text":"security and the seller agrees, at the time of the sale, to repurchase the security at a mutually agreed-upon time and price,","page_number":21,"box":{"x":59,"y":622,"width":854,"height":13}},{"id":"e46a1765-b4ec-40b5-8794-e574df6aa86e","block_type":"box","text":"thereby determining the yield during the purchaser’s holding period. Repurchase agreements may be construed to be","page_number":21,"box":{"x":59,"y":637,"width":822,"height":13}},{"id":"7dbb52b9-64da-4905-8513-742c7ff0213e","block_type":"box","text":"collateralized loans by the purchaser to the seller secured by the securities transferred to the purchaser. If a repurchase","page_number":21,"box":{"x":59,"y":652,"width":828,"height":13}},{"id":"f37cde94-12d8-4695-b902-b82dab3b74b5","block_type":"box","text":"agreement is construed to be a collateralized loan, the underlying securities will not be considered to be owned by a Fund but","page_number":21,"box":{"x":59,"y":668,"width":878,"height":12}},{"id":"d806a486-d3bf-46cb-9bbe-fb7614202de0","block_type":"box","text":"only to constitute collateral for the seller’s obligation to pay the repurchase price, and, in the event of a default by the seller,","page_number":21,"box":{"x":59,"y":683,"width":861,"height":12}},{"id":"9e62a032-fa48-4b2a-bae8-dbee8fb3ec16","block_type":"box","text":"the Fund may suffer time delays and incur costs or losses in connection with the disposition of the collateral.","page_number":21,"box":{"x":59,"y":698,"width":760,"height":12}},{"id":"c97ed115-2077-4aa7-ae43-cd09c88f51ba","block_type":"box","text":"In any repurchase transaction, the collateral for a repurchase agreement may include: (i) cash items; (ii) obligations issued by","page_number":21,"box":{"x":60,"y":724,"width":875,"height":13}},{"id":"623caa3a-9fa7-498e-ae53-71b5cf0ef122","block_type":"box","text":"the U.S. government or its agencies or instrumentalities; or (iii) obligations that, at the time the repurchase agreement is","page_number":21,"box":{"x":59,"y":739,"width":841,"height":13}},{"id":"4054ccbf-d011-47c7-86d8-2cdc24279a93","block_type":"box","text":"entered into, are determined to (A) have exceptionally strong capacity to meet their financial obligations and (B) are","page_number":21,"box":{"x":59,"y":754,"width":811,"height":13}},{"id":"d4a283b6-5fae-4fcc-89ba-056ea4cdc242","block_type":"box","text":"sufficiently liquid such that they can be sold at approximately their carrying value in the ordinary course of business within","page_number":21,"box":{"x":59,"y":770,"width":857,"height":12}},{"id":"9a75b833-b067-47ae-89c5-ae8f61883a21","block_type":"box","text":"seven days.","page_number":21,"box":{"x":59,"y":785,"width":79,"height":12}},{"id":"463de645-b95e-4ed0-a3c5-c5abb6f7499e","block_type":"box","text":"Repurchase agreements pose certain risks for a Fund, should it decide to utilize them. Such risks are not unique to the Fund,","page_number":21,"box":{"x":60,"y":811,"width":867,"height":13}},{"id":"500e34d7-b912-4eac-847b-37faa7f7eb6f","block_type":"box","text":"but are inherent in repurchase agreements. A Fund seeks to minimize such risks, but because of the inherent legal","page_number":21,"box":{"x":60,"y":826,"width":796,"height":13}},{"id":"967a8fe7-9d4a-468e-9dc8-a07386786db6","block_type":"box","text":"uncertainties involved in repurchase agreements, such risks cannot be eliminated. Lower quality collateral and collateral with","page_number":21,"box":{"x":60,"y":841,"width":872,"height":13}},{"id":"bdabe51e-a2f9-4a93-a4d6-43fe6105745e","block_type":"box","text":"a longer maturity may be subject to greater price fluctuations than higher quality collateral and collateral with a shorter","page_number":21,"box":{"x":59,"y":857,"width":836,"height":12}},{"id":"b2ad16e2-802e-491a-8bac-63a4db21a9d6","block_type":"box","text":"maturity. If the repurchase agreement counterparty were to default, lower quality collateral may be more difficult to liquidate","page_number":21,"box":{"x":60,"y":872,"width":870,"height":12}},{"id":"9cad826d-297a-4ba9-a518-214c1c00c2a9","block_type":"box","text":"than higher quality collateral. Should the counterparty default and the amount of collateral not be sufficient to cover the","page_number":21,"box":{"x":59,"y":887,"width":840,"height":12}},{"id":"5b684b05-f8e2-4f0d-ba79-645b58e5b797","block_type":"box","text":"7","page_number":21,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"e117be52-7bba-445c-9186-6467a7030b77","block_type":"box","text":"counterparty’s repurchase obligation, a Fund would likely retain the status of an unsecured creditor of the counterparty (","page_number":22,"box":{"x":59,"y":67,"width":845,"height":12}},{"id":"87793d88-e091-4c23-be01-40495ea6b4b5","block_type":"box","text":"i.e.","page_number":22,"box":{"x":905,"y":68,"width":18,"height":8}},{"id":"8d4fed4d-5a9f-4ce4-b811-8644d3d75955","block_type":"box","text":",","page_number":22,"box":{"x":925,"y":75,"width":2,"height":3}},{"id":"d0c1039e-7dbc-4ed5-9dfe-dfd95f6e1d7f","block_type":"box","text":"the position the Fund would normally be in if it were to hold, pursuant to its investment policies, other unsecured debt","page_number":22,"box":{"x":59,"y":82,"width":828,"height":12}},{"id":"501872fa-d376-4e08-b065-62cc0ab91450","block_type":"box","text":"securities of the defaulting counterparty) with respect to the amount of the shortfall. As an unsecured creditor, a Fund would","page_number":22,"box":{"x":59,"y":97,"width":875,"height":12}},{"id":"ac8b1ac3-eee4-4091-bae2-d17e3025b680","block_type":"box","text":"be at risk of losing some or all of the principal and income involved in the transaction.","page_number":22,"box":{"x":60,"y":112,"width":597,"height":12}},{"id":"4c65c677-011a-44ab-95de-c44585a9392f","block_type":"box","text":"Reverse Repurchase Agreements.","page_number":22,"box":{"x":60,"y":138,"width":240,"height":13}},{"id":"4cd233b5-468a-445d-9f09-580d9109817e","block_type":"box","text":"Reverse repurchase agreements involve the sale of securities with an agreement to","page_number":22,"box":{"x":309,"y":138,"width":578,"height":13}},{"id":"02dabb69-7f07-4dd9-8289-067c79c091d4","block_type":"box","text":"repurchase the securities at an agreed-upon price, date and interest payment and have the characteristics of borrowing.","page_number":22,"box":{"x":60,"y":154,"width":838,"height":12}},{"id":"c84634d3-f084-4c0f-8c07-50449cb7a5bd","block_type":"box","text":"Generally, the effect of such transactions is that a Fund can recover all or most of the cash invested in the portfolio securities","page_number":22,"box":{"x":59,"y":169,"width":870,"height":12}},{"id":"3597bb12-fffd-45be-b1d4-c9c57cee7966","block_type":"box","text":"involved during the term of the reverse repurchase agreement, while in many cases the Fund is able to keep some of the","page_number":22,"box":{"x":60,"y":184,"width":840,"height":12}},{"id":"30f0efe2-911b-45db-88f2-62867a79507f","block_type":"box","text":"interest income associated with those securities. Such transactions are advantageous only if a Fund has an opportunity to","page_number":22,"box":{"x":60,"y":199,"width":853,"height":12}},{"id":"e646de4a-e683-47e1-b62c-314538308608","block_type":"box","text":"earn a rate of interest on the cash derived from these transactions that is greater than the interest cost of obtaining the same","page_number":22,"box":{"x":59,"y":214,"width":875,"height":12}},{"id":"2983ef7a-3447-4a85-9364-37839ff5cc2f","block_type":"box","text":"amount of cash. Opportunities to realize earnings from the use of the proceeds equal to or greater than the interest required","page_number":22,"box":{"x":59,"y":229,"width":869,"height":12}},{"id":"44469778-cc70-4bf0-a384-1bb2e9d7a4d5","block_type":"box","text":"to be paid may not always be available, and a Fund intends to use the reverse repurchase technique only when BFA believes it","page_number":22,"box":{"x":59,"y":244,"width":878,"height":13}},{"id":"2530a032-4a47-4cf5-8fe8-ea8021b8d369","block_type":"box","text":"will be advantageous to the Fund. The use of reverse repurchase agreements may exaggerate any increase or decrease in the","page_number":22,"box":{"x":59,"y":259,"width":875,"height":13}},{"id":"d1cf329e-8523-4139-a8fd-13f4283be18e","block_type":"box","text":"value of a Fund’s assets. The use of reverse repurchase agreements is a form of leverage, and the proceeds obtained by a","page_number":22,"box":{"x":59,"y":274,"width":845,"height":13}},{"id":"7f74df5b-0016-4265-8ca2-36abc6e1efc0","block_type":"box","text":"Fund through reverse repurchase agreements may be invested in additional securities.","page_number":22,"box":{"x":60,"y":290,"width":602,"height":12}},{"id":"68b10e0b-aeb7-434f-a73c-c9aa9963dc8a","block_type":"box","text":"Rule 18f-4 under the Investment Company Act permits a Fund to enter into reverse repurchase agreements and similar","page_number":22,"box":{"x":60,"y":316,"width":832,"height":12}},{"id":"9205e742-7507-4b66-8f82-50fa52c73064","block_type":"box","text":"financing transactions (","page_number":22,"box":{"x":59,"y":331,"width":165,"height":13}},{"id":"9b103a42-f92e-4f6a-b8c5-a626011c7db3","block_type":"box","text":"e.g.,","page_number":22,"box":{"x":225,"y":334,"width":27,"height":10}},{"id":"b496ff52-0758-4558-94df-ce15631b871e","block_type":"box","text":"recourse and non-recourse tender option bonds, borrowed bonds) notwithstanding the","page_number":22,"box":{"x":258,"y":331,"width":614,"height":13}},{"id":"86f7d415-7f55-4baa-920e-b0bc859a802f","block_type":"box","text":"limitation on the issuance of senior securities in Section 18 of the Investment Company Act, provided that the Fund either (i)","page_number":22,"box":{"x":60,"y":346,"width":869,"height":13}},{"id":"b0b154af-ad0d-43c5-8d56-f8e3b5fbe903","block_type":"box","text":"complies with the 300% asset coverage ratio with respect to such transactions and any other borrowings in the aggregate, or","page_number":22,"box":{"x":59,"y":361,"width":879,"height":13}},{"id":"c6f50f60-77f7-4446-806c-6f5dcb8114b2","block_type":"box","text":"(ii) treats such transactions as Derivatives Transactions under Rule 18f-4. (See “","page_number":22,"box":{"x":60,"y":377,"width":556,"height":12}},{"id":"a371fd93-2e66-4789-af67-975c18d0e5e5","block_type":"box","text":"Regulation Regarding Derivatives","page_number":22,"box":{"x":617,"y":377,"width":231,"height":12}},{"id":"98aa6a7f-c7a0-4dd1-905c-8bc8dd017e38","block_type":"box","text":"” above.)","page_number":22,"box":{"x":849,"y":377,"width":61,"height":12}},{"id":"236bdb65-90cb-4306-b19f-8f5b3c9541aa","block_type":"box","text":"Short-Term Instruments and Temporary Investments.","page_number":22,"box":{"x":59,"y":403,"width":385,"height":12}},{"id":"adde9d28-6748-4d28-b697-6575eba4f50b","block_type":"box","text":"The Fund may invest in short-term instruments, including money","page_number":22,"box":{"x":453,"y":403,"width":458,"height":12}},{"id":"7f599c60-25e6-4141-8341-4509f842717f","block_type":"box","text":"market instruments, on an ongoing basis to provide liquidity or for other reasons. Money market instruments are generally","page_number":22,"box":{"x":60,"y":418,"width":858,"height":12}},{"id":"51e68c56-264c-4d36-b2c7-5d592604c123","block_type":"box","text":"short-term investments that may include, but are not limited to: (i) shares of money market funds (including those advised","page_number":22,"box":{"x":59,"y":433,"width":861,"height":13}},{"id":"f2d0438f-140d-4c23-8368-12623253c73e","block_type":"box","text":"by BFA or otherwise affiliated with BFA); (ii) obligations issued or guaranteed by the U.S. government, its agencies or","page_number":22,"box":{"x":60,"y":448,"width":813,"height":13}},{"id":"9205b9e4-c405-4b96-883c-d778472f30d2","block_type":"box","text":"instrumentalities (including government-sponsored enterprises); (iii) negotiable certificates of deposit (“CDs”), bankers’","page_number":22,"box":{"x":60,"y":463,"width":839,"height":13}},{"id":"9e0ac097-7a7c-4eae-a9f2-b498268fcb5b","block_type":"box","text":"acceptances, fixed-time deposits and other obligations of U.S. and non-U.S. banks (including non-U.S. branches) and similar","page_number":22,"box":{"x":59,"y":479,"width":871,"height":12}},{"id":"5ab16137-3b32-4a86-9a17-9d145cdabbbc","block_type":"box","text":"institutions; (iv) commercial paper rated, at the date of purchase, “Prime-1” by Moody’s","page_number":22,"box":{"x":60,"y":494,"width":612,"height":12}},{"id":"dc07da37-2255-47b4-a546-24a29e77dc87","block_type":"box","text":"®","page_number":22,"box":{"x":673,"y":492,"width":9,"height":6}},{"id":"6f0352b5-dd25-4da4-af2b-e57158aea0c8","block_type":"box","text":"Investors Service, Inc., “F-1” by","page_number":22,"box":{"x":688,"y":494,"width":213,"height":12}},{"id":"73cb36fb-7854-4b29-9e60-3970939e4489","block_type":"box","text":"Fitch Ratings, Inc., or “A-1” by S&P Global, Inc., a subsidiary of The McGraw-Hill Companies (“S&P Global Ratings”), or if","page_number":22,"box":{"x":60,"y":509,"width":838,"height":12}},{"id":"db2d567a-74e9-478c-939f-75cd1de0c668","block_type":"box","text":"unrated, of comparable quality as determined by BFA; (v) non-convertible corporate debt securities (","page_number":22,"box":{"x":60,"y":524,"width":702,"height":12}},{"id":"be235830-3204-4da4-b747-7791fb46fd56","block_type":"box","text":"e.g.","page_number":22,"box":{"x":763,"y":527,"width":23,"height":9}},{"id":"0b6458e5-267c-4a9f-81a5-e45cd9786006","block_type":"box","text":", bonds and","page_number":22,"box":{"x":788,"y":524,"width":81,"height":11}},{"id":"2a607289-739e-448c-826a-3935fb698308","block_type":"box","text":"debentures) with remaining maturities at the date of purchase of not more than 397 days and that have been determined to","page_number":22,"box":{"x":59,"y":539,"width":869,"height":12}},{"id":"cb263c16-3971-449b-a295-3b5dd5bbc646","block_type":"box","text":"present minimal credit risks, in accordance with the requirements set forth in Rule 2a-7 under the 1940 Act; (vi) repurchase","page_number":22,"box":{"x":59,"y":554,"width":863,"height":13}},{"id":"656dc2f1-6ddc-48c8-a67a-27c988109ad2","block_type":"box","text":"agreements; and (vii) short-term U.S. dollar-denominated obligations of non-U.S. banks (including U.S. branches) that, in the","page_number":22,"box":{"x":59,"y":569,"width":876,"height":13}},{"id":"d1ec39ca-aa5a-4e0c-903e-93f6a6ad1018","block_type":"box","text":"opinion of BFA, are of comparable quality to obligations of U.S. banks that may be purchased by the Fund. Any of these","page_number":22,"box":{"x":59,"y":584,"width":833,"height":13}},{"id":"23825131-1bdb-4972-a485-1995265e93c4","block_type":"box","text":"instruments may be purchased on a current or forward-settled basis. Time deposits are non-negotiable deposits maintained","page_number":22,"box":{"x":60,"y":600,"width":867,"height":12}},{"id":"48123c80-368b-4f43-8131-3a5d43b76ce8","block_type":"box","text":"in banking institutions for specified periods of time at stated interest rates. Bankers’ acceptances are time drafts drawn on","page_number":22,"box":{"x":60,"y":615,"width":851,"height":12}},{"id":"42c5a51f-6253-4b2c-b38a-fa3811cfd91d","block_type":"box","text":"commercial banks by borrowers, usually in connection with international transactions.","page_number":22,"box":{"x":59,"y":630,"width":604,"height":12}},{"id":"e8ae1910-b0e1-4d88-91e0-f15b30bab92b","block_type":"box","text":"Sovereign Obligations.","page_number":22,"box":{"x":59,"y":656,"width":161,"height":13}},{"id":"6df7d31e-5578-427c-a854-ee81ffe269c3","block_type":"box","text":"An investment in sovereign debt obligations involves special risks not present in corporate debt","page_number":22,"box":{"x":229,"y":656,"width":667,"height":13}},{"id":"c5d437c9-60e1-4170-8589-68c91a7dd21d","block_type":"box","text":"obligations. Sovereign debt includes securities issued or guaranteed by a foreign sovereign government. The issuer of the","page_number":22,"box":{"x":59,"y":671,"width":847,"height":13}},{"id":"d31692a8-eea6-4db0-8cf0-13d9ac010850","block_type":"box","text":"sovereign debt that controls the repayment of the debt may be unable or unwilling to repay principal or interest when due,","page_number":22,"box":{"x":59,"y":686,"width":856,"height":13}},{"id":"a5068f97-f19d-4f7c-ae1b-ea170826281d","block_type":"box","text":"and a Fund may have limited recourse in the event of a default. Similar to other issuers, changes to the financial condition or","page_number":22,"box":{"x":59,"y":702,"width":871,"height":12}},{"id":"66224873-90e2-457f-aef2-38683d56df47","block_type":"box","text":"credit rating of a non-U.S. government may cause the value of a sovereign debt to decline. During periods of economic","page_number":22,"box":{"x":59,"y":717,"width":831,"height":12}},{"id":"72b33001-f25c-43b7-bcea-84ce45b78b0b","block_type":"box","text":"uncertainty, the market prices of sovereign debt obligations may be more volatile than prices of U.S. debt obligations, which","page_number":22,"box":{"x":60,"y":732,"width":864,"height":12}},{"id":"78823208-3560-4846-9efd-c4c1dc164a4d","block_type":"box","text":"may affect a Fund’s NAV. In the past, certain emerging market countries have encountered difficulties in servicing their debt","page_number":22,"box":{"x":60,"y":747,"width":867,"height":12}},{"id":"c345ae4f-eabf-4537-8f28-e284ecefa39a","block_type":"box","text":"obligations, withheld payments of principal and interest and declared moratoria on the payment of principal and interest on","page_number":22,"box":{"x":59,"y":762,"width":865,"height":12}},{"id":"a1657bf8-9e75-42ce-b5db-cc5280a65c9b","block_type":"box","text":"their sovereign debts. Several sovereign issuers have experienced volatility and adverse trends due to concerns about rising","page_number":22,"box":{"x":59,"y":777,"width":860,"height":13}},{"id":"f694a020-e266-42a0-919d-9596a5419e22","block_type":"box","text":"government debt levels, including Greece, Ireland, Italy, Portugal and Spain.","page_number":22,"box":{"x":59,"y":792,"width":525,"height":13}},{"id":"3a470bd1-4b09-4d1a-ac82-998d839f622a","block_type":"box","text":"A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by, among","page_number":22,"box":{"x":59,"y":819,"width":859,"height":12}},{"id":"54fe85ba-b757-4adf-bb77-42d2504e7dcd","block_type":"box","text":"other factors, its cash flow situation, the extent of its non-U.S. currency reserves, the availability of sufficient foreign","page_number":22,"box":{"x":59,"y":834,"width":808,"height":12}},{"id":"dfdfd80f-db26-4c11-a826-6a3dc07888ee","block_type":"box","text":"exchange, the relative size of the debt service burden, the sovereign debtor’s policy toward principal international lenders and","page_number":22,"box":{"x":59,"y":849,"width":876,"height":12}},{"id":"c1839213-69fa-458e-b4f4-75fb2fd83e77","block_type":"box","text":"local political constraints. Sovereign debtors may also be dependent on expected disbursements from foreign governments,","page_number":22,"box":{"x":60,"y":864,"width":865,"height":12}},{"id":"ec6974a6-db32-406e-884d-c753d0879a07","block_type":"box","text":"multilateral agencies and other entities to reduce principal and interest arrears on their debt. The failure of a sovereign debtor","page_number":22,"box":{"x":60,"y":879,"width":876,"height":13}},{"id":"9be3603e-e019-4f88-afd9-95059bb51846","block_type":"box","text":"8","page_number":22,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"2cb36404-7c93-4808-b7a3-73b599abf88b","block_type":"box","text":"to implement economic reforms, achieve specified levels of economic performance or repay principal or interest when due","page_number":23,"box":{"x":59,"y":67,"width":858,"height":12}},{"id":"d8c0ec23-fa1c-4615-aeb0-8216e6e1403e","block_type":"box","text":"may result in the cancellation of third-party commitments to lend funds to the sovereign debtor, which may further impair","page_number":23,"box":{"x":60,"y":82,"width":855,"height":12}},{"id":"76008c77-9903-4de3-a628-6104d2349443","block_type":"box","text":"such debtor’s ability or willingness to service its debts.","page_number":23,"box":{"x":59,"y":97,"width":379,"height":12}},{"id":"80d2f607-0972-4e51-8251-63c5a606b30f","block_type":"box","text":"Swap Agreements.","page_number":23,"box":{"x":59,"y":124,"width":134,"height":12}},{"id":"af357f0b-335d-444a-aa7e-2236f4bf2dbb","block_type":"box","text":"Swap agreements are contracts between parties in which one party agrees to make periodic payments to","page_number":23,"box":{"x":202,"y":123,"width":735,"height":13}},{"id":"d2088ed9-ad58-4f47-98eb-a7b9a6d15bcb","block_type":"box","text":"the other party based on a pre-determined underlying investment or notional amount. In return, the other party agrees to","page_number":23,"box":{"x":59,"y":138,"width":850,"height":13}},{"id":"636871b7-21b7-4057-8ca1-07b1bd2ec376","block_type":"box","text":"make periodic payments to the first party based on the return (or a differential in rate of return) earned or realized on the","page_number":23,"box":{"x":60,"y":154,"width":843,"height":12}},{"id":"1d0a8b69-7da4-46bf-9171-3d31bff2afbe","block_type":"box","text":"underlying investment or notional amount. Swap agreements will usually be performed on a net basis, with the Fund","page_number":23,"box":{"x":60,"y":169,"width":816,"height":12}},{"id":"213e2899-d089-4575-aa44-e107e55b576d","block_type":"box","text":"receiving or paying only the net amount of the two payments. The net amount of the excess, if any, of the Fund’s obligations","page_number":23,"box":{"x":60,"y":184,"width":870,"height":12}},{"id":"e97aeac6-8b59-4585-83c2-f2e6c204b447","block_type":"box","text":"over its entitlements with respect to each swap is accrued on a daily basis.","page_number":23,"box":{"x":59,"y":199,"width":520,"height":12}},{"id":"f2915eb5-5d62-41e7-9d8e-a0b61d88b446","block_type":"box","text":"The Fund may enter into currency, interest rate securities, commodity or index swaps. The use of such swaps is a highly","page_number":23,"box":{"x":59,"y":225,"width":840,"height":13}},{"id":"e238f557-7130-41ce-b000-a4fe15d6674b","block_type":"box","text":"specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio","page_number":23,"box":{"x":59,"y":240,"width":836,"height":13}},{"id":"23be6692-b299-45ec-a130-2936ba5ec993","block_type":"box","text":"security transactions. These transactions generally do not involve the delivery of securities or other underlying assets.","page_number":23,"box":{"x":59,"y":256,"width":821,"height":12}},{"id":"1591b83e-de31-49a7-80b2-c7f3bd8f9f10","block_type":"box","text":"Future Developments.","page_number":23,"box":{"x":60,"y":282,"width":157,"height":12}},{"id":"426bfec2-9f2e-433a-b2ec-6bdbf2f6b2f8","block_type":"box","text":"The Board may, in the future, authorize the Fund to invest in securities contracts and investments,","page_number":23,"box":{"x":226,"y":282,"width":683,"height":12}},{"id":"5cc4495e-d54f-453e-aadb-e02b1ecf2ba9","block_type":"box","text":"other than those listed in this SAI and in the Prospectus, provided they are consistent with the Fund’s investment objective","page_number":23,"box":{"x":59,"y":297,"width":857,"height":13}},{"id":"1d4b318d-a3af-4a8b-8f69-67cab3aa42b5","block_type":"box","text":"and do not violate any of its investment restrictions or policies.","page_number":23,"box":{"x":59,"y":312,"width":438,"height":13}},{"id":"30b6d74a-b56a-4a17-8d72-09d6127d916c","block_type":"box","text":"General Considerations and Risks","page_number":23,"box":{"x":60,"y":343,"width":559,"height":23}},{"id":"1f88baef-e072-4410-b5ba-25822e25ce46","block_type":"box","text":"A discussion of some of the principal risks associated with an investment in the Fund is contained in the Prospectus.","page_number":23,"box":{"x":59,"y":384,"width":814,"height":12}},{"id":"04361a49-ca04-4476-943b-138b83f23a9b","block_type":"box","text":"An investment in the Fund should be made with an understanding that the value of the Fund’s portfolio securities may","page_number":23,"box":{"x":59,"y":411,"width":831,"height":12}},{"id":"e50293bf-e192-445f-a8d0-35d9554107f1","block_type":"box","text":"fluctuate in accordance with changes in the financial condition of the issuers of the portfolio securities, the value of stocks in","page_number":23,"box":{"x":59,"y":426,"width":874,"height":12}},{"id":"9aa9d653-90ee-481c-ba38-820b11c43c0d","block_type":"box","text":"general, and other factors that affect the market. The order of the below risk factors does not indicate the significance of any","page_number":23,"box":{"x":59,"y":441,"width":873,"height":12}},{"id":"b259435d-8a0c-432e-9e2f-9a413f0a22eb","block_type":"box","text":"particular risk factor.","page_number":23,"box":{"x":59,"y":456,"width":143,"height":12}},{"id":"30639028-9787-4f72-ac7b-bc9358713551","block_type":"box","text":"Set forth below is more detailed information regarding the types of instruments in which the Fund may invest, strategies BFA","page_number":23,"box":{"x":59,"y":482,"width":874,"height":13}},{"id":"18e871ed-4da7-4584-b06a-d5c6d5eb6714","block_type":"box","text":"may employ in pursuit of the Fund’s investment objective and related risks (either directly or through the Fund’s investments","page_number":23,"box":{"x":60,"y":497,"width":872,"height":13}},{"id":"7a392e62-f3f4-4cb1-8921-464fbed3fb3a","block_type":"box","text":"in the Subsidiary).","page_number":23,"box":{"x":60,"y":513,"width":124,"height":12}},{"id":"f80e3d77-e06e-41bc-9255-db53893ff6c1","block_type":"box","text":"Borrowing Risk.","page_number":23,"box":{"x":60,"y":539,"width":112,"height":12}},{"id":"56b38b7d-4c2e-49f0-9ac5-e5a409772a6f","block_type":"box","text":"Borrowing may exaggerate changes in the NAV of Fund shares and in the return on a Fund’s portfolio.","page_number":23,"box":{"x":182,"y":539,"width":711,"height":12}},{"id":"bbb2ed59-5960-4717-abf0-bfec84a42133","block_type":"box","text":"Borrowing will cause a Fund to incur interest expense and other fees. The costs of borrowing may reduce a Fund’s return.","page_number":23,"box":{"x":60,"y":554,"width":849,"height":13}},{"id":"6026151c-214a-467e-8dc4-0fa3d60bdf7e","block_type":"box","text":"Borrowing may cause a Fund to liquidate positions when it may not be advantageous to do so to satisfy its obligations.","page_number":23,"box":{"x":60,"y":569,"width":831,"height":13}},{"id":"188eca55-458d-4a02-a401-46e7188fb6d3","block_type":"box","text":"Commodities Investment Risk.","page_number":23,"box":{"x":59,"y":596,"width":218,"height":10}},{"id":"2a7781db-c3fd-40b5-8859-9194b889f378","block_type":"box","text":"Exposure to commodities markets may subject the Fund to greater volatility than","page_number":23,"box":{"x":287,"y":596,"width":566,"height":12}},{"id":"fd380077-4534-4dee-957f-4b9fb3d6aa07","block_type":"box","text":"investments in traditional securities. The commodities markets have experienced periods of extreme volatility. Similar future","page_number":23,"box":{"x":60,"y":611,"width":865,"height":12}},{"id":"2623dfce-aa1f-4623-a9c4-6d2825aa0504","block_type":"box","text":"market conditions may result in rapid and substantial valuation increases or decreases in the Fund’s holdings.","page_number":23,"box":{"x":60,"y":626,"width":765,"height":12}},{"id":"75437b4b-5165-4be6-b4af-00c0e4310990","block_type":"box","text":"The commodities markets may fluctuate widely based on a variety of factors. Movements in commodity investment prices","page_number":23,"box":{"x":59,"y":652,"width":857,"height":13}},{"id":"a00bc686-9f98-46bc-92b9-74f8fb9cfa1b","block_type":"box","text":"are outside of the Fund’s control and may not be anticipated by BFA. Price movements may be influenced by, among other","page_number":23,"box":{"x":59,"y":668,"width":857,"height":12}},{"id":"c8f66fed-9261-467f-893a-74d1db9946d8","block_type":"box","text":"things: governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies; changing market and","page_number":23,"box":{"x":59,"y":683,"width":874,"height":12}},{"id":"912ffd34-0d85-4f0f-8067-a3feee1747a4","block_type":"box","text":"economic conditions; market liquidity; weather and climate conditions, including droughts and floods; livestock disease;","page_number":23,"box":{"x":59,"y":698,"width":841,"height":12}},{"id":"9c15c842-7350-46ef-b54c-d5f4f7947bb5","block_type":"box","text":"changing supply and demand relationships and levels of domestic production and imported commodities; changes in","page_number":23,"box":{"x":59,"y":713,"width":823,"height":12}},{"id":"770ca342-bf13-43ce-835f-0def4fd39014","block_type":"box","text":"storage costs; the availability of local, intrastate and interstate transportation systems; energy conservation; the success of","page_number":23,"box":{"x":59,"y":728,"width":858,"height":12}},{"id":"602b63ef-3a69-4a4d-8ad4-e62f98a7c798","block_type":"box","text":"exploration projects; changes in international balances of payments and trade; domestic and foreign rates of inflation;","page_number":23,"box":{"x":59,"y":743,"width":824,"height":12}},{"id":"fe38f742-c094-4dfe-b7a9-66ee8a9320f2","block_type":"box","text":"currency devaluations and revaluations; domestic and foreign political and economic events; domestic and foreign interest","page_number":23,"box":{"x":59,"y":758,"width":859,"height":13}},{"id":"0c089d50-5de4-4251-ac35-aa4d813e92bf","block_type":"box","text":"rates and/or investor expectations concerning interest rates; foreign currency/exchange rates; domestic and foreign","page_number":23,"box":{"x":60,"y":773,"width":813,"height":13}},{"id":"3109d7a6-427d-4e36-81ae-8648e4ae2d42","block_type":"box","text":"governmental regulation and taxation; war, acts of terrorism and other political upheaval and conflicts; governmental","page_number":23,"box":{"x":59,"y":788,"width":819,"height":13}},{"id":"4becc408-2cc0-4235-93c9-c6ab194a2ce6","block_type":"box","text":"expropriation; investment and trading activities of mutual funds, hedge funds and commodities funds; and changes in","page_number":23,"box":{"x":59,"y":804,"width":827,"height":12}},{"id":"e559324f-6141-4d7f-b06a-037acd2e7928","block_type":"box","text":"philosophies and emotions of market participants. The frequency and magnitude of such changes cannot be predicted.","page_number":23,"box":{"x":59,"y":819,"width":836,"height":12}},{"id":"f0662bca-edfa-47bf-9f30-673b5687110e","block_type":"box","text":"However, it is likely that current declines in trade relations between the U.S. and other countries and tariffs imposed by the","page_number":23,"box":{"x":60,"y":834,"width":852,"height":12}},{"id":"29a354e5-65f1-4529-bd24-e1ce4ee5cf46","block_type":"box","text":"U.S. on foreign products and by foreign countries on U.S. commodities will impact commodity prices.","page_number":23,"box":{"x":60,"y":849,"width":707,"height":12}},{"id":"e1b673e0-928c-4368-bb04-dce05e523538","block_type":"box","text":"9","page_number":23,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"c9b8e042-9952-4367-954a-a45039a4e0d3","block_type":"box","text":"The prices of commodities can also fluctuate widely due to supply and demand disruptions in major producing or","page_number":24,"box":{"x":59,"y":67,"width":798,"height":12}},{"id":"1c8cfe84-76fd-4ec3-a7e5-2e95d30586c7","block_type":"box","text":"consuming regions. Certain commodities or natural resources may be produced in a limited number of countries and may be","page_number":24,"box":{"x":59,"y":82,"width":876,"height":12}},{"id":"368feaa8-700a-47a9-86c2-6ab40ca50333","block_type":"box","text":"controlled by a small number of producers or groups of producers. As a result, political, economic, regulatory and supply","page_number":24,"box":{"x":59,"y":97,"width":851,"height":12}},{"id":"2b3da8d5-505e-4220-bc6b-dc3c4ecf6425","block_type":"box","text":"related events in such countries could have a disproportionate impact on the prices of such commodities.","page_number":24,"box":{"x":60,"y":112,"width":738,"height":12}},{"id":"97d3bb43-ec44-4da5-a32f-da2dd612ec7f","block_type":"box","text":"A decrease in the production of a physical commodity or a decrease in the volume of such commodity available for","page_number":24,"box":{"x":59,"y":138,"width":805,"height":13}},{"id":"40d58ae6-6bf0-427e-814c-51af6c087205","block_type":"box","text":"transportation, mining, processing, storage or distribution may adversely impact the financial performance of a commodity","page_number":24,"box":{"x":59,"y":154,"width":863,"height":12}},{"id":"99e4e807-942e-4e63-886f-34863593ab54","block_type":"box","text":"or commodity-related company that devotes a portion of its business to that commodity. Production declines and volume","page_number":24,"box":{"x":59,"y":169,"width":854,"height":12}},{"id":"0f149b2a-e023-4ca0-bc7a-8e3ab7b8bb95","block_type":"box","text":"decreases could be caused by various factors, including catastrophic events affecting production, depletion of resources,","page_number":24,"box":{"x":59,"y":184,"width":844,"height":12}},{"id":"c4514971-d2de-4541-8787-4b75e771711d","block_type":"box","text":"labor difficulties, environmental proceedings, increased regulations, equipment failures and unexpected maintenance","page_number":24,"box":{"x":60,"y":199,"width":820,"height":12}},{"id":"57a1e4b6-4759-40f3-9ec2-79900c29a2f9","block_type":"box","text":"problems, import supply disruption, governmental expropriation, political upheaval or conflicts or increased competition","page_number":24,"box":{"x":59,"y":214,"width":842,"height":12}},{"id":"26c9db0d-6bde-42a3-a10c-e9ca6d4c3ac8","block_type":"box","text":"from alternative energy sources or commodity prices. Agricultural commodities may be adversely affected by weather or","page_number":24,"box":{"x":59,"y":229,"width":845,"height":12}},{"id":"8b0b4fb8-7b9f-435b-88aa-81197abeb161","block_type":"box","text":"other natural phenomena, such as drought, floods and pests.","page_number":24,"box":{"x":59,"y":244,"width":428,"height":13}},{"id":"67576ae4-54d9-421b-ae41-0e7b44b7a6cf","block_type":"box","text":"A sustained decline in demand for such commodities could also adversely affect the financial performance of commodity","page_number":24,"box":{"x":59,"y":271,"width":855,"height":12}},{"id":"55e91bd1-80a0-4896-ad3d-6a81460ad930","block_type":"box","text":"related companies. Factors that could lead to a decline in demand include economic recession or other adverse economic","page_number":24,"box":{"x":60,"y":286,"width":851,"height":12}},{"id":"ab99202e-f7bf-4aec-9b79-efd96719b22d","block_type":"box","text":"conditions, higher taxes on commodities or increased governmental regulations, increases in fuel economy, consumer shifts","page_number":24,"box":{"x":59,"y":301,"width":869,"height":12}},{"id":"bd7d1069-2392-43f5-afeb-d2118f6371bb","block_type":"box","text":"to the use of alternative commodities or fuel sources, changes in commodity prices, or weather.","page_number":24,"box":{"x":59,"y":316,"width":670,"height":12}},{"id":"912d146a-17be-437b-aa6b-9be91286b155","block_type":"box","text":"The commodity markets are subject to temporary distortions and other disruptions due to, among other factors, lack of","page_number":24,"box":{"x":59,"y":343,"width":840,"height":12}},{"id":"70dad7b5-c16b-40a5-a4c8-53808b1175e3","block_type":"box","text":"liquidity, the participation of speculators, and government regulation and other actions. U.S. futures exchanges and some","page_number":24,"box":{"x":60,"y":358,"width":847,"height":12}},{"id":"c229b248-870d-496b-bc4a-27b02646bd77","block_type":"box","text":"foreign exchanges limit the amount of fluctuation in futures contract prices which may occur in a single business day","page_number":24,"box":{"x":59,"y":373,"width":822,"height":12}},{"id":"22572f14-7b8b-427b-9393-0ea2ed26a1bd","block_type":"box","text":"(generally referred to as “daily price fluctuation limits”). The maximum or minimum price of a contract as a result of these","page_number":24,"box":{"x":60,"y":388,"width":852,"height":12}},{"id":"23a54571-4717-4b53-9d35-10215b78fd19","block_type":"box","text":"limits is referred to as a “limit price.” If the limit price has been reached in a particular contract, no trades may be made","page_number":24,"box":{"x":60,"y":403,"width":830,"height":12}},{"id":"e880ff8f-0805-419f-8f91-97c5320508ef","block_type":"box","text":"beyond the limit price. Limit prices have the effect of precluding trading in a particular contract or forcing the liquidation of","page_number":24,"box":{"x":60,"y":418,"width":859,"height":12}},{"id":"de97a2a7-87c3-4190-8ca3-b96431336e9c","block_type":"box","text":"contracts at disadvantageous times or prices.","page_number":24,"box":{"x":59,"y":433,"width":317,"height":13}},{"id":"4bbb7ba1-2b74-4049-a885-a01924324d04","block_type":"box","text":"Commodity-Linked Derivatives Risk.","page_number":24,"box":{"x":59,"y":460,"width":260,"height":12}},{"id":"047e6df9-9ef9-40ff-b7ac-b773a216d3cf","block_type":"box","text":"The value of a commodity-linked derivative instrument typically is based upon the","page_number":24,"box":{"x":328,"y":460,"width":574,"height":12}},{"id":"46d19ed0-8bdd-4f01-8459-80f1a08003a5","block_type":"box","text":"price movements of a commodity or an economic variable linked to such price movements. Therefore, the value of","page_number":24,"box":{"x":59,"y":475,"width":804,"height":12}},{"id":"51dbe7ad-4166-4923-b4b1-6af29c3d4fdc","block_type":"box","text":"commodity-linked derivative instruments may be affected by changes in overall economic conditions, in interest rates, or","page_number":24,"box":{"x":59,"y":490,"width":846,"height":12}},{"id":"3868acf6-8189-4679-a7f4-4a663a67bc40","block_type":"box","text":"factors affecting a particular commodity or industry, such as production, disease, climate conditions, supply or demand,","page_number":24,"box":{"x":59,"y":505,"width":839,"height":12}},{"id":"5e280185-062b-48ca-b8e8-a1b861337060","block_type":"box","text":"politics, geopolitics, changes in international balance of payments and trade, currency devaluations and revaluations, market","page_number":24,"box":{"x":59,"y":520,"width":873,"height":12}},{"id":"52901e16-85b3-459e-8ce0-f8e2ea52c812","block_type":"box","text":"liquidity, and economic and regulatory developments. The prices of commodity-related investments may fluctuate quickly","page_number":24,"box":{"x":60,"y":535,"width":854,"height":13}},{"id":"44f04d54-4321-407a-9bfc-71481d0437d2","block_type":"box","text":"and dramatically and may or may not correlate to price movements in other asset classes, such as stocks, bonds and cash. A","page_number":24,"box":{"x":59,"y":550,"width":873,"height":13}},{"id":"fffb33f5-ba06-44f1-bd48-d5ca45908827","block_type":"box","text":"highly liquid secondary market may not exist for certain commodity-linked derivatives, and there can be no assurance that","page_number":24,"box":{"x":60,"y":566,"width":857,"height":12}},{"id":"d7ffea79-fccd-4084-a40a-8dbc5a8b9537","block_type":"box","text":"one will develop. Commodity derivatives are subject to the risk that the counterparty to the transaction may default or","page_number":24,"box":{"x":59,"y":581,"width":827,"height":12}},{"id":"d0838bbb-9c28-4a56-9ded-aa7d1f8eebff","block_type":"box","text":"otherwise fail to perform. The Fund’s use of commodity-linked derivatives can result in large amounts of financial leverage.","page_number":24,"box":{"x":59,"y":596,"width":860,"height":12}},{"id":"d3ef0958-0a99-4630-b211-96358681f0ef","block_type":"box","text":"Although the Fund will not borrow money in order to increase the amount of its trading, the low margin deposits normally","page_number":24,"box":{"x":59,"y":611,"width":858,"height":12}},{"id":"60d58171-6e7d-4417-9bc8-9ac6e334c3f0","block_type":"box","text":"required in futures trading permit a high degree of leverage on the investment itself. Accordingly, a relatively small price","page_number":24,"box":{"x":60,"y":626,"width":834,"height":12}},{"id":"03af334d-ca4d-4e20-8b77-a7fa4c5bd5f9","block_type":"box","text":"movement in a futures contract may result in immediate and substantial losses to the Fund. Like other leveraged","page_number":24,"box":{"x":60,"y":641,"width":786,"height":12}},{"id":"4f7ea243-3802-4b69-93fd-4e660e0a434f","block_type":"box","text":"investments, any trade may result in losses in excess of the amount invested. These factors and events could have a","page_number":24,"box":{"x":60,"y":656,"width":808,"height":13}},{"id":"dc86df9a-5445-4247-b1d4-18a498e45bde","block_type":"box","text":"significant negative impact on the Fund.","page_number":24,"box":{"x":59,"y":671,"width":281,"height":13}},{"id":"557ccb6d-6b7c-454d-8fa8-8f302a70a606","block_type":"box","text":"Currency Risk.","page_number":24,"box":{"x":59,"y":698,"width":104,"height":12}},{"id":"b6c0a00b-0f5f-4bc3-a069-947f698b19da","block_type":"box","text":"Because a Fund’s NAV is determined on the basis of the U.S. dollar, investors may lose money if the currency","page_number":24,"box":{"x":173,"y":698,"width":757,"height":12}},{"id":"44abc45b-0fc6-49a8-a111-b6a990d565d9","block_type":"box","text":"of a non-U.S. market in which a Fund invests depreciates against the U.S. dollar, even if the local currency value of the Fund’s","page_number":24,"box":{"x":59,"y":713,"width":873,"height":12}},{"id":"e2f6a593-cddc-4f9e-ac10-dd721d846875","block_type":"box","text":"holdings in that market increases. Generally, when the U.S. dollar rises in value against a foreign currency, a security","page_number":24,"box":{"x":60,"y":728,"width":808,"height":12}},{"id":"fdbf1794-6739-4d19-85f3-7e2ac158276f","block_type":"box","text":"denominated in that currency loses value because the currency is worth fewer U.S. dollars. Conversely, when the U.S. dollar","page_number":24,"box":{"x":59,"y":743,"width":861,"height":12}},{"id":"ec32fff9-2a59-4bb5-9bc0-42c65b23801e","block_type":"box","text":"decreases in value against a foreign currency, a security denominated in that currency gains value because the currency is","page_number":24,"box":{"x":59,"y":758,"width":853,"height":13}},{"id":"0852d109-7042-4044-bbb3-d7b50f1eacc8","block_type":"box","text":"worth more U.S. dollars. This risk, generally known as “currency risk,” means that a strong U.S. dollar will reduce returns for","page_number":24,"box":{"x":59,"y":773,"width":864,"height":13}},{"id":"4f97fc0b-62d8-4357-8136-0c99fc793798","block_type":"box","text":"U.S. investors, while a weak U.S. dollar will increase those returns.","page_number":24,"box":{"x":60,"y":788,"width":457,"height":12}},{"id":"15e8bfb6-1903-4c6a-b091-f51e55592a9d","block_type":"box","text":"Foreign exchange transactions involve a significant degree of risk and the markets in which foreign exchange transactions are","page_number":24,"box":{"x":60,"y":815,"width":878,"height":12}},{"id":"16d1a715-2fbc-4fd7-81c0-f6124f10f5cf","block_type":"box","text":"effected are highly volatile, highly specialized and highly technical. Significant changes, including changes in liquidity and","page_number":24,"box":{"x":59,"y":830,"width":847,"height":12}},{"id":"dc4c90c3-88f4-4e3e-8e6d-211de3e34f11","block_type":"box","text":"prices, can occur in such markets within very short periods of time, often within minutes. If BFA utilizes foreign exchange","page_number":24,"box":{"x":59,"y":845,"width":846,"height":13}},{"id":"135c62c8-7862-4209-8869-9e07e900a160","block_type":"box","text":"transactions at an inappropriate time or judges market conditions, trends or correlations incorrectly, foreign exchange","page_number":24,"box":{"x":59,"y":860,"width":825,"height":13}},{"id":"c764698b-71f5-4a2e-bd0c-2afe99f6468e","block_type":"box","text":"transactions may not serve their intended purpose of improving a Fund’s performance and may lower a Fund’s return. A","page_number":24,"box":{"x":59,"y":875,"width":842,"height":13}},{"id":"fb731fa4-965b-465a-9420-de6e290af25b","block_type":"box","text":"10","page_number":24,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"ecd9d8f4-b65c-422f-bd24-3a8364314dbc","block_type":"box","text":"Fund could experience losses if the value of its currency positions are poorly correlated with its other investments or if it","page_number":25,"box":{"x":60,"y":67,"width":839,"height":12}},{"id":"7d77c882-f444-48ca-9520-7a269f85e67f","block_type":"box","text":"cannot close out its positions because of an illiquid market. In addition, a Fund could incur transaction costs, including","page_number":25,"box":{"x":59,"y":82,"width":830,"height":12}},{"id":"fd1fb01e-2eda-434c-b51d-d7d3b759bbe8","block_type":"box","text":"trading commissions, in connection with certain non-U.S. currency transactions.","page_number":25,"box":{"x":59,"y":97,"width":563,"height":12}},{"id":"6e485ecb-a9a0-474c-a848-6635bce0b9b3","block_type":"box","text":"Energy Commodities Risk.","page_number":25,"box":{"x":60,"y":123,"width":187,"height":13}},{"id":"a0c7187c-f016-45ce-8414-41b29ad591d5","block_type":"box","text":"Through its exposure to energy commodities, the Fund is subject to the risks of the energy sector","page_number":25,"box":{"x":256,"y":123,"width":683,"height":13}},{"id":"897615c2-e11d-4f61-a2fe-a0e9964d27cb","block_type":"box","text":"and companies engaged in energy production and exploration. The energy sector and the price of energy commodity futures","page_number":25,"box":{"x":59,"y":138,"width":876,"height":13}},{"id":"c67e2314-25a3-4814-92c8-55508b948c88","block_type":"box","text":"and other instruments may be adversely affected by changes to or trends that affect commodity prices, the imposition of","page_number":25,"box":{"x":59,"y":154,"width":848,"height":12}},{"id":"e7a07ea2-c043-4c36-baed-2daa304feefe","block_type":"box","text":"import and export controls, and government regulations related to environmental protection, health and safety. Energy","page_number":25,"box":{"x":60,"y":169,"width":831,"height":12}},{"id":"953f0a32-4e2c-4b1e-8f2a-86e02a332888","block_type":"box","text":"commodities have had significant price swings in recent years and may experience significant volatility. Energy commodities","page_number":25,"box":{"x":59,"y":184,"width":870,"height":12}},{"id":"311732d3-4115-4ff0-99d1-66e6a7df3222","block_type":"box","text":"may also be subject to control by large producers or purchasers and their prices may fluctuate widely due to supply and","page_number":25,"box":{"x":60,"y":199,"width":837,"height":12}},{"id":"bb4a98e3-c863-4489-86b1-8a0cb4a3606b","block_type":"box","text":"demand. As a result, the price of an energy commodity could decline, which would negatively impact the Fund if it had","page_number":25,"box":{"x":59,"y":214,"width":832,"height":12}},{"id":"264511cd-679d-42f2-9291-0200356052ab","block_type":"box","text":"exposure to that commodity. In addition, companies in the energy sector and the price of energy commodity futures may be","page_number":25,"box":{"x":59,"y":229,"width":870,"height":12}},{"id":"9b83e710-a108-420b-9c30-c758c4354c3b","block_type":"box","text":"impacted by economic conditions, technological developments, competition from alternative energy sources, and potential","page_number":25,"box":{"x":60,"y":244,"width":861,"height":13}},{"id":"5b404a53-1472-4433-b1ad-4ce186a09168","block_type":"box","text":"civil liabilities, such as environmental damage claims.","page_number":25,"box":{"x":59,"y":259,"width":371,"height":13}},{"id":"9fb5fd1f-220a-4617-9b97-9e3e6eec0e36","block_type":"box","text":"Illiquid Investments Risk.","page_number":25,"box":{"x":60,"y":286,"width":178,"height":12}},{"id":"21c3662a-dddb-4a39-9aeb-ccd1a7541f26","block_type":"box","text":"A Fund may not acquire any illiquid investment if, immediately after the acquisition, the Fund","page_number":25,"box":{"x":247,"y":286,"width":651,"height":12}},{"id":"5905c7b6-adbb-4d4f-80eb-a32ba6d666a0","block_type":"box","text":"would have invested more than 15% of its net assets in illiquid investments. An illiquid investment is any investment that a","page_number":25,"box":{"x":59,"y":301,"width":856,"height":12}},{"id":"b1e112b0-999e-4d17-8583-3fccb997a591","block_type":"box","text":"Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without","page_number":25,"box":{"x":60,"y":316,"width":859,"height":12}},{"id":"0645d095-47f9-4d71-bd29-7b4e08b42bca","block_type":"box","text":"significantly changing the market value of the investment. The liquidity of an investment will be determined based on","page_number":25,"box":{"x":59,"y":331,"width":820,"height":13}},{"id":"a18fe5ea-6836-498a-9811-2a1a9c1b39e1","block_type":"box","text":"relevant market, trading and investment specific considerations as set out in the Liquidity Program as required by the","page_number":25,"box":{"x":60,"y":346,"width":817,"height":13}},{"id":"011fe65c-8c83-4d36-bd93-23b493c9c25b","block_type":"box","text":"Liquidity Rule. Illiquid investments may trade at a discount to comparable, more liquid investments and a Fund may not be","page_number":25,"box":{"x":60,"y":361,"width":856,"height":13}},{"id":"81a92339-8780-411d-8ee7-3294d2b6812f","block_type":"box","text":"able to dispose of illiquid investments in a timely fashion or at their expected prices. If illiquid investments exceed 15% of a","page_number":25,"box":{"x":59,"y":377,"width":858,"height":12}},{"id":"e9d8a5b0-809c-4363-9699-56e6554c0bbf","block_type":"box","text":"Fund’s net assets, the Liquidity Rule and the Liquidity Program will require that certain remedial actions be taken.","page_number":25,"box":{"x":60,"y":392,"width":790,"height":12}},{"id":"cfbfce63-67a3-4608-80ba-bd1c49036836","block_type":"box","text":"Infectious Illness Risk.","page_number":25,"box":{"x":60,"y":418,"width":158,"height":10}},{"id":"d24777cf-898b-495e-aaab-9e598104cbdc","block_type":"box","text":"A widespread outbreak of an infectious illness, such as the COVID-19 pandemic, may adversely affect","page_number":25,"box":{"x":227,"y":418,"width":708,"height":12}},{"id":"3b002677-c844-46bd-9906-43837530c9ec","block_type":"box","text":"the economies of many nations and the global economy and may impact individual issuers and capital markets in ways that","page_number":25,"box":{"x":59,"y":433,"width":868,"height":13}},{"id":"9618cfb0-9305-4fed-acec-65475415d0bd","block_type":"box","text":"cannot be foreseen. An infectious illness outbreak may result in travel restrictions, closed international borders, disruption of","page_number":25,"box":{"x":59,"y":448,"width":872,"height":13}},{"id":"39dba690-5572-4694-87ec-eeb8bf5a7103","block_type":"box","text":"healthcare services, prolonged quarantines, cancellations, supply chain disruptions, temporary and permanent business","page_number":25,"box":{"x":60,"y":463,"width":838,"height":13}},{"id":"2eea6a98-5aef-4769-8945-9195d27102b3","block_type":"box","text":"closures, lower consumer demand, layoffs, ratings downgrades, credit defaults and other significant economic, social and","page_number":25,"box":{"x":59,"y":479,"width":851,"height":12}},{"id":"f3e42b03-b231-45a8-9fad-1191f6bbc23e","block_type":"box","text":"political impacts, as well as general concern and uncertainty. An outbreak may exacerbate other pre-existing political, social","page_number":25,"box":{"x":59,"y":494,"width":865,"height":12}},{"id":"fe04d72b-a4b6-421b-8e4c-e9dbc86aa3f4","block_type":"box","text":"and economic risks in certain countries or globally. These impacts, which could adversely affect a Fund and its investments,","page_number":25,"box":{"x":59,"y":509,"width":864,"height":12}},{"id":"5d06a8ed-561e-43db-870c-88d59103c5d2","block_type":"box","text":"could be present for an extended period of time.","page_number":25,"box":{"x":59,"y":524,"width":337,"height":12}},{"id":"38fc310e-4f0d-4694-9dcc-0da28037b541","block_type":"box","text":"In addition, markets may experience temporary closures, extreme volatility, severe losses, reduced liquidity and increased","page_number":25,"box":{"x":60,"y":550,"width":845,"height":13}},{"id":"88cf1304-c925-4fd3-8984-efe8d180a0fe","block_type":"box","text":"trading costs. Such events may adversely affect a Fund and its investments and may impact a Fund’s ability to purchase or","page_number":25,"box":{"x":59,"y":566,"width":856,"height":12}},{"id":"1e5c3adc-3237-4818-89a2-35a3825e18d0","block_type":"box","text":"sell securities or other assets. Market or economic disruptions could cause elevated tracking error and increased premiums","page_number":25,"box":{"x":59,"y":581,"width":861,"height":12}},{"id":"316e39d2-90c9-4139-8530-bd2b2521010e","block_type":"box","text":"or discounts to a Fund’s NAV. Additionally, a Fund could be adversely impacted if an outbreak impairs the operations of its","page_number":25,"box":{"x":59,"y":596,"width":854,"height":12}},{"id":"f26ae758-d37e-4770-bea0-526419ad1968","block_type":"box","text":"service providers, including BFA. Governmental and quasi-governmental may respond to an outbreak and any resulting","page_number":25,"box":{"x":59,"y":611,"width":832,"height":12}},{"id":"1dbaee00-0184-43a2-8c75-5a14a5894d46","block_type":"box","text":"disruptions with a variety of fiscal and monetary policy changes, such as changes in interest rates. A reversal of these","page_number":25,"box":{"x":59,"y":626,"width":820,"height":12}},{"id":"a3876d15-c5a0-4e1b-9326-6aa615476169","block_type":"box","text":"policies, or the ineffectiveness of such policies, is likely to increase market volatility, which could adversely affect a Fund’s","page_number":25,"box":{"x":59,"y":641,"width":846,"height":12}},{"id":"d6dd5078-8284-4bf5-8542-982cf309b5ec","block_type":"box","text":"investments.","page_number":25,"box":{"x":60,"y":657,"width":87,"height":9}},{"id":"c384be18-aa1f-4ad0-8b37-fa67c787d4c7","block_type":"box","text":"Investment Companies.","page_number":25,"box":{"x":60,"y":683,"width":168,"height":12}},{"id":"d6c9486f-413b-4256-bd7a-5fe5179f306a","block_type":"box","text":"The Fund may invest in the securities of other investment companies (including money market","page_number":25,"box":{"x":237,"y":683,"width":664,"height":12}},{"id":"57e394f4-08f3-4b67-adf0-44f414a7c117","block_type":"box","text":"funds) to the extent allowed by law. Under the 1940 Act, the Fund’s investment in investment companies is limited to, subject","page_number":25,"box":{"x":59,"y":698,"width":878,"height":12}},{"id":"92ab21a4-2dd7-4d30-9d77-635b76f14a5e","block_type":"box","text":"to certain exceptions, (i) 3% of the total outstanding voting stock of any one investment company, (ii) 5% of the Fund’s total","page_number":25,"box":{"x":59,"y":713,"width":872,"height":12}},{"id":"864516da-7741-464f-99a0-8360fbe0716e","block_type":"box","text":"assets with respect to any one investment company, and (iii) 10% of the Fund’s total assets with respect to investment","page_number":25,"box":{"x":59,"y":728,"width":831,"height":12}},{"id":"6de0b71f-f5d0-4f39-a2b6-9347efa6775b","block_type":"box","text":"companies in the aggregate. To the extent allowed by law or regulation, the Fund may invest its assets in securities of","page_number":25,"box":{"x":59,"y":743,"width":822,"height":12}},{"id":"8c515819-2392-4aa9-8b31-f1a37e606930","block_type":"box","text":"investment companies that are money market funds, including those advised by BFA or otherwise affiliated with BFA, in","page_number":25,"box":{"x":60,"y":758,"width":834,"height":13}},{"id":"2f9c42e8-d17a-4902-8d2b-45cee8b3c3ff","block_type":"box","text":"excess of the limits discussed above. Investment companies in which the Fund invests can be expected to incur fees and","page_number":25,"box":{"x":59,"y":773,"width":842,"height":13}},{"id":"9cc3d517-3303-4572-84de-81980a5bbcb1","block_type":"box","text":"expenses for operations, such as investment advisory and administration fees, that would be in addition to those incurred by","page_number":25,"box":{"x":59,"y":788,"width":872,"height":13}},{"id":"8d84732c-33fe-4e6b-9e7b-b5c07d81ff75","block_type":"box","text":"the Fund.","page_number":25,"box":{"x":59,"y":804,"width":65,"height":9}},{"id":"60908bec-533a-44b5-a9f8-494373687083","block_type":"box","text":"Money Market Instruments Risk.","page_number":25,"box":{"x":59,"y":830,"width":235,"height":12}},{"id":"6a074814-5054-456e-b8e7-ac7ca36f0f87","block_type":"box","text":"The value of money market instruments may be affected by changes in interest rates or in","page_number":25,"box":{"x":302,"y":830,"width":629,"height":12}},{"id":"8d2d3da1-4ae1-465e-b4ce-6d40a36f022e","block_type":"box","text":"the credit ratings of the investments, among other things. If a significant amount of a Fund’s assets is invested in money","page_number":25,"box":{"x":59,"y":845,"width":843,"height":13}},{"id":"2a1e0d2a-2bf7-4c89-a2f9-e560aa56e362","block_type":"box","text":"market instruments, it may be more difficult for the Fund to achieve its investment objective. An investment in a money","page_number":25,"box":{"x":60,"y":860,"width":835,"height":13}},{"id":"3f8cea66-51a2-47ad-94da-c3f238067520","block_type":"box","text":"11","page_number":25,"box":{"x":492,"y":916,"width":12,"height":9}},{"id":"11773347-79bf-4f2a-b670-baad243b89ce","block_type":"box","text":"market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. It is","page_number":26,"box":{"x":60,"y":67,"width":873,"height":12}},{"id":"cd69d240-e2aa-41c1-ad64-7ab7431ad7ac","block_type":"box","text":"possible to lose money by investing in a money market fund. Money market funds other than U.S. government money market","page_number":26,"box":{"x":59,"y":82,"width":880,"height":12}},{"id":"09b08544-f512-4c1a-8493-e72e2bcfc107","block_type":"box","text":"funds and retail money market funds “float” their NAV instead of using a stable $1.00 per share price.","page_number":26,"box":{"x":59,"y":97,"width":708,"height":12}},{"id":"e073c66b-c7ad-403c-aa4c-88cc0dfc26df","block_type":"box","text":"Non-U.S. Issuers Risk.","page_number":26,"box":{"x":60,"y":123,"width":156,"height":10}},{"id":"aaed39e0-3f23-4421-a197-89031f2c5eb3","block_type":"box","text":"Securities issued by non-U.S. issuers have different risks from securities issued by U.S. issuers. These","page_number":26,"box":{"x":225,"y":123,"width":701,"height":13}},{"id":"d8a5b4b3-b4e8-4f3e-bd4f-de9c25b80390","block_type":"box","text":"risks include differences in accounting, auditing and financial reporting standards, the possibility of expropriation or","page_number":26,"box":{"x":60,"y":138,"width":810,"height":13}},{"id":"a79d49bf-ef5a-45aa-9e7c-824d95217668","block_type":"box","text":"confiscatory taxation, adverse changes in investment or exchange control regulations, political instability which could affect","page_number":26,"box":{"x":59,"y":154,"width":868,"height":12}},{"id":"8bda5a03-7c0e-4af3-aaac-fe2facd56ee0","block_type":"box","text":"U.S. investments in non-U.S. countries, uncertainties of transnational litigation, and potential restrictions on the flow of","page_number":26,"box":{"x":60,"y":169,"width":833,"height":12}},{"id":"479800ae-acac-4406-ad24-2b1e84da1db0","block_type":"box","text":"international capital, including the possible seizure or nationalization of the securities issued by non-U.S. issuers held by the","page_number":26,"box":{"x":60,"y":184,"width":862,"height":12}},{"id":"4d1f55cb-d4a4-4aa8-8a7a-4b72e6e44c26","block_type":"box","text":"Fund. Non-U.S. issuers may be subject to less governmental regulation than U.S. issuers. Moreover, individual non-U.S.","page_number":26,"box":{"x":60,"y":199,"width":827,"height":12}},{"id":"e9ed8188-0a2b-4d8c-b92b-08fa3b5021d7","block_type":"box","text":"economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product,","page_number":26,"box":{"x":59,"y":214,"width":873,"height":12}},{"id":"b5d69ede-9d44-41d1-819e-e0c35a6e7653","block_type":"box","text":"rate of inflation, capital reinvestment, resource self-sufficiency and balance of payment positions. Unfavorable political,","page_number":26,"box":{"x":60,"y":229,"width":829,"height":12}},{"id":"da9e7c9b-e991-43d9-b682-2d5d3e52c8d6","block_type":"box","text":"economic or governmental developments in non-U.S. countries could affect the payment of a security’s principal and","page_number":26,"box":{"x":59,"y":244,"width":819,"height":13}},{"id":"bb969ecd-935e-4600-b65e-35722d1e4049","block_type":"box","text":"interest. Securities issued by non-U.S. issuers may also be less liquid than, and more difficult to value than, securities of U.S.","page_number":26,"box":{"x":60,"y":259,"width":862,"height":13}},{"id":"db77375f-bdb6-4f76-a8f4-f53ac9e6c1fe","block_type":"box","text":"issuers. In addition, the value of these securities may fluctuate due to changes in the exchange rate of the issuer’s local","page_number":26,"box":{"x":60,"y":274,"width":830,"height":13}},{"id":"1c33f83f-66eb-4c41-817e-a8bf360b3030","block_type":"box","text":"currency against the U.S. dollar.","page_number":26,"box":{"x":59,"y":290,"width":220,"height":12}},{"id":"3762d673-d00f-48b9-b9fb-5aef5638fd0b","block_type":"box","text":"Operational and Technology Risks.","page_number":26,"box":{"x":59,"y":316,"width":251,"height":12}},{"id":"d1444f39-6e74-4281-8232-be64bc93b272","block_type":"box","text":"A Fund and the entities with which it interacts directly or indirectly are susceptible to","page_number":26,"box":{"x":318,"y":316,"width":594,"height":12}},{"id":"25345771-b360-4a20-bca6-4cf11fb06182","block_type":"box","text":"operational and technology risks, including those related to human errors, processing errors, communication errors, systems","page_number":26,"box":{"x":59,"y":331,"width":875,"height":13}},{"id":"be02334e-c831-471e-83a7-03c1ca88b8c0","block_type":"box","text":"failures, cybersecurity incidents, and the use of artificial intelligence and machine learning (“AI”), which may result in losses","page_number":26,"box":{"x":59,"y":346,"width":864,"height":13}},{"id":"698d8223-b195-4335-9a78-6dfa2f19a83d","block_type":"box","text":"for the Fund and its shareholders or impair the Fund’s operations. These entities include, but are not limited to, a Fund’s","page_number":26,"box":{"x":59,"y":361,"width":839,"height":13}},{"id":"db2f189b-9a08-406e-bf88-949fd41fb59e","block_type":"box","text":"adviser, administrator, distributor, other service providers (e.g., index and benchmark providers, accountants, custodians, and","page_number":26,"box":{"x":59,"y":377,"width":876,"height":12}},{"id":"f5e82e8e-4e3f-4dcf-9538-7aa87ad82299","block_type":"box","text":"transfer agents), financial intermediaries, counterparties, market makers, Authorized Participants, listing exchanges, other","page_number":26,"box":{"x":59,"y":392,"width":853,"height":12}},{"id":"64dfba8b-7e3c-458f-b8b4-7fa7b5ceec13","block_type":"box","text":"financial market operators, and governmental authorities. Operational and technology risks for the issuers in which a Fund","page_number":26,"box":{"x":59,"y":407,"width":859,"height":12}},{"id":"15d0131c-0e5c-4b05-aab8-beec9c72afd8","block_type":"box","text":"invests could also result in material adverse consequences for such issuers and may cause the Fund’s investments in such","page_number":26,"box":{"x":60,"y":422,"width":852,"height":12}},{"id":"6682ec01-c965-4919-b093-2ad8d23b7de0","block_type":"box","text":"issuers to lose value. A Fund may incur substantial costs in order to mitigate operational and technology risks.","page_number":26,"box":{"x":60,"y":437,"width":770,"height":12}},{"id":"4789ceff-d39c-4db3-a7b0-fba490bbe41f","block_type":"box","text":"Cybersecurity incidents can result from deliberate attacks or unintentional events against an issuer in which a Fund invests,","page_number":26,"box":{"x":59,"y":463,"width":863,"height":13}},{"id":"80f685ad-c39b-4fa1-aff6-a87e3a7781b5","block_type":"box","text":"the Fund or any of its service providers. They include, but are not limited to, gaining unauthorized access to systems,","page_number":26,"box":{"x":59,"y":479,"width":815,"height":12}},{"id":"49af6c6e-75da-49ae-beca-4773f3facce8","block_type":"box","text":"misappropriating assets or sensitive information, corrupting or destroying data, and causing operational disruption.","page_number":26,"box":{"x":60,"y":494,"width":807,"height":12}},{"id":"affeb25b-17ef-4b0d-89c3-00b88a893e40","block_type":"box","text":"Geopolitical tension may increase the scale and sophistication of deliberate attacks, particularly those from nation states or","page_number":26,"box":{"x":59,"y":509,"width":863,"height":12}},{"id":"8ec92833-88a8-46f3-9e30-f59c7004166c","block_type":"box","text":"from entities with nation state backing. Cybersecurity incidents may result in any of the following: financial losses;","page_number":26,"box":{"x":59,"y":524,"width":798,"height":12}},{"id":"75348356-c34d-4d8d-bc08-114c49fc650a","block_type":"box","text":"interference with a Fund’s ability to calculate its NAV; disclosure of confidential information; impediments to trading;","page_number":26,"box":{"x":60,"y":539,"width":815,"height":12}},{"id":"3030a64c-f6f0-4b2e-a2f2-1e47fa625878","block_type":"box","text":"submission of erroneous trades by a Fund or erroneous subscription or redemption orders; the inability of a Fund or its","page_number":26,"box":{"x":59,"y":554,"width":831,"height":13}},{"id":"8127ab1e-5eb4-4d71-ba40-ac61dcb25ebd","block_type":"box","text":"service providers to transact business; violations of applicable privacy and other laws; regulatory fines; penalties; reputational","page_number":26,"box":{"x":59,"y":569,"width":874,"height":13}},{"id":"8ef71a36-bbee-444d-b30b-f14aabe2cfcf","block_type":"box","text":"damage; reimbursement or other compensation costs; and other legal and compliance expenses. Furthermore, cybersecurity","page_number":26,"box":{"x":59,"y":584,"width":876,"height":13}},{"id":"2186be2b-ff7a-4023-a7ea-3ecae79d1f7e","block_type":"box","text":"incidents may render records of a Fund, including records relating to its assets and transactions, shareholder ownership of","page_number":26,"box":{"x":60,"y":600,"width":857,"height":12}},{"id":"5b068fab-a339-4144-bf49-ec1624a63970","block_type":"box","text":"Fund shares, and other data integral to a Fund’s functioning, inaccessible, inaccurate or incomplete. Power outages, natural","page_number":26,"box":{"x":60,"y":615,"width":863,"height":12}},{"id":"a3fa19c6-43a1-43ce-807c-e05c9f06a882","block_type":"box","text":"disasters, equipment malfunctions and processing errors that threaten information and technology systems relied upon by a","page_number":26,"box":{"x":59,"y":630,"width":872,"height":12}},{"id":"8ff99d10-72a8-4524-b4a2-a123b131657b","block_type":"box","text":"Fund or its service providers, as well as market events that occur at a pace that overloads these systems, may also disrupt","page_number":26,"box":{"x":60,"y":645,"width":849,"height":12}},{"id":"2a061ebf-27da-4682-84ef-3766117eb09f","block_type":"box","text":"business operations or impact critical data. In addition, the risks of increased use of AI technologies, such as machine","page_number":26,"box":{"x":60,"y":660,"width":821,"height":12}},{"id":"266f6e10-a80a-4076-a8a1-ab42fc191947","block_type":"box","text":"learning, include data risk, transparency risk, and operational risk. The AI technologies, which are generally highly reliant on","page_number":26,"box":{"x":60,"y":675,"width":863,"height":12}},{"id":"fa761c00-7566-42da-b039-020b2d2fbf59","block_type":"box","text":"the collection and analysis of large amounts of data, may incorporate biased or inaccurate data, and it is not possible or","page_number":26,"box":{"x":59,"y":690,"width":838,"height":13}},{"id":"024fc181-adf7-4ee8-bb1d-12b671c462ed","block_type":"box","text":"practicable to incorporate all relevant data into such technologies. The output or results of any such AI technologies may","page_number":26,"box":{"x":59,"y":705,"width":847,"height":13}},{"id":"e917563d-0829-4d2f-878f-c188516b8cea","block_type":"box","text":"therefore be incomplete, erroneous, distorted or misleading. Further, AI tools may lack transparency as to how data is utilized","page_number":26,"box":{"x":59,"y":720,"width":875,"height":13}},{"id":"4ff90393-bc78-4799-9232-04ae5254abba","block_type":"box","text":"and how outputs are generated. AI technologies may also allow the unintended introduction of vulnerabilities into","page_number":26,"box":{"x":59,"y":736,"width":798,"height":12}},{"id":"04c2b164-1dc3-4aa9-90c8-5a1900d46722","block_type":"box","text":"infrastructures and applications. A Fund and its shareholders could be negatively impacted as a result of these risks","page_number":26,"box":{"x":60,"y":751,"width":807,"height":12}},{"id":"61f9eb9b-56ee-43d3-820c-701fc3f9f8e6","block_type":"box","text":"associated with AI technologies. AI technologies and their current and potential future applications, and the regulatory","page_number":26,"box":{"x":59,"y":766,"width":832,"height":12}},{"id":"aae75396-6098-488f-baae-b076a63011ff","block_type":"box","text":"frameworks within which they operate, continue to quickly evolve, and it is impossible to anticipate the full scope of future AI","page_number":26,"box":{"x":59,"y":781,"width":877,"height":12}},{"id":"5bce5e5b-d08f-4e29-8618-fc82477d22ff","block_type":"box","text":"capabilities or rules and the associated risks to a Fund.","page_number":26,"box":{"x":59,"y":796,"width":381,"height":12}},{"id":"298cb587-5530-4cda-ab00-f50e1d93eca0","block_type":"box","text":"While a Fund’s service providers are required to have appropriate operational, information security and cybersecurity risk","page_number":26,"box":{"x":59,"y":823,"width":846,"height":12}},{"id":"79ef390b-91eb-4940-95cd-1989ca82c238","block_type":"box","text":"management policies and procedures, their methods of risk management may differ from those of the Fund in the setting of","page_number":26,"box":{"x":60,"y":838,"width":872,"height":12}},{"id":"de903db6-c3f2-45ff-942d-9a6c385487ed","block_type":"box","text":"priorities, the personnel and resources available or the effectiveness of relevant controls. Each Fund and its adviser seek to","page_number":26,"box":{"x":59,"y":853,"width":853,"height":12}},{"id":"f57f580c-4b45-4d66-8ab8-97e932a28fb0","block_type":"box","text":"reduce these risks through controls, procedures and oversight, including establishing business continuity plans and risk","page_number":26,"box":{"x":60,"y":868,"width":836,"height":12}},{"id":"63117038-c12a-4538-a29b-70eb0e7e67cf","block_type":"box","text":"management systems. However, there are inherent limitations in such plans and systems, including the possibility that","page_number":26,"box":{"x":60,"y":883,"width":828,"height":12}},{"id":"645b4a46-538b-41b6-94a5-41d70ead77f5","block_type":"box","text":"12","page_number":26,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"74c56595-9fbd-4051-af4d-9f7259572989","block_type":"box","text":"certain risks that may affect a Fund have not been identified or may emerge in the future; that such plans and systems may","page_number":27,"box":{"x":59,"y":67,"width":862,"height":12}},{"id":"20bf25a0-e841-491f-b0e3-84fb0e02b6d8","block_type":"box","text":"not completely eliminate the occurrence or mitigate the effects of operational or information security disruptions or failures","page_number":27,"box":{"x":60,"y":82,"width":864,"height":12}},{"id":"365e916e-b88c-4e50-8b72-82e1f639059f","block_type":"box","text":"or of cybersecurity incidents; or that prevention and remediation efforts will not be successful or that incidents will go","page_number":27,"box":{"x":59,"y":97,"width":824,"height":12}},{"id":"ef815d5d-7c95-4845-95cb-c1973ec04125","block_type":"box","text":"undetected. A Fund cannot control the systems, information security or other cybersecurity of the issuers in which it invests","page_number":27,"box":{"x":60,"y":112,"width":868,"height":12}},{"id":"fabbc691-cdba-4409-8e93-47b15683a184","block_type":"box","text":"or its service providers, counterparties, and other third parties whose activities affect the Fund.","page_number":27,"box":{"x":59,"y":127,"width":661,"height":12}},{"id":"568add6a-0efb-41a0-bd40-d35e883b4216","block_type":"box","text":"Lastly, the regulatory climate governing cybersecurity and data protection is developing quickly and may vary considerably","page_number":27,"box":{"x":60,"y":154,"width":858,"height":12}},{"id":"fcabb275-39ef-419b-b473-8df536c62680","block_type":"box","text":"across jurisdictions. Regulators continue to develop new rules and standards related to cybersecurity and data protection.","page_number":27,"box":{"x":59,"y":169,"width":852,"height":12}},{"id":"12ec4928-f9a5-4c5d-9f1b-8cfd1c202afb","block_type":"box","text":"Compliance with evolving regulations can be demanding and costly, requiring substantial resources to monitor and","page_number":27,"box":{"x":59,"y":184,"width":807,"height":12}},{"id":"ef7b3604-4c09-4f29-8e0c-41b7fac4eb21","block_type":"box","text":"implement required changes.","page_number":27,"box":{"x":60,"y":199,"width":203,"height":12}},{"id":"ea7da20b-a5f5-4dd8-b1dd-91a1d12dd1cc","block_type":"box","text":"Reference Rate Replacement Risk.","page_number":27,"box":{"x":60,"y":225,"width":244,"height":13}},{"id":"01d8952f-925d-4b82-be0c-047d20d48cef","block_type":"box","text":"The Fund may be exposed to financial instruments that recently transitioned from, or","page_number":27,"box":{"x":312,"y":225,"width":598,"height":13}},{"id":"a5315464-cba1-4c73-bb4e-264fffc67edb","block_type":"box","text":"continue to be tied to, the London Interbank Offered Rate (“LIBOR”) to determine payment obligations, financing terms,","page_number":27,"box":{"x":59,"y":240,"width":839,"height":13}},{"id":"eaeb5fdc-d0ff-4984-957b-7730418df580","block_type":"box","text":"hedging strategies or investment value. The United Kingdom’s Financial Conduct Authority (“FCA”), which regulates LIBOR,","page_number":27,"box":{"x":60,"y":256,"width":863,"height":12}},{"id":"b64dd9d4-aa34-43e5-b439-5afef788d695","block_type":"box","text":"has ceased publishing all LIBOR settings. In April 2023, however, the FCA announced that some USD LIBOR settings will","page_number":27,"box":{"x":60,"y":271,"width":835,"height":12}},{"id":"e8551f44-6544-4452-aded-ba3c9043b3bf","block_type":"box","text":"continue to be published under a synthetic methodology until September 30, 2024 for certain legacy contracts. The Secured","page_number":27,"box":{"x":59,"y":286,"width":869,"height":12}},{"id":"42631902-c0e8-4251-961a-db341953865e","block_type":"box","text":"Overnight Financing Rate (“SOFR”), which is a broad measure of the cost of borrowing cash overnight collateralized by U.S.","page_number":27,"box":{"x":59,"y":301,"width":862,"height":12}},{"id":"d0899fea-eb59-454a-aec0-c17acf8e1585","block_type":"box","text":"Treasury securities in the repurchase agreement market, has been used increasingly on a voluntary basis in new instruments","page_number":27,"box":{"x":59,"y":316,"width":871,"height":12}},{"id":"13481a2a-e691-47eb-b045-62c16a055395","block_type":"box","text":"and transactions. Under U.S. regulations that implement a statutory fallback mechanism to replace LIBOR, benchmark rates","page_number":27,"box":{"x":59,"y":331,"width":865,"height":13}},{"id":"b406a1c6-1dd1-4804-8bd5-588a12f39302","block_type":"box","text":"based on SOFR have replaced LIBOR in different categories of financial contracts.","page_number":27,"box":{"x":60,"y":346,"width":565,"height":13}},{"id":"b29c2ded-a74f-44af-85b3-6cc2f5b649cc","block_type":"box","text":"Neither the effect of the LIBOR transition process nor its ultimate success can yet be known. While some existing LIBOR","page_number":27,"box":{"x":60,"y":373,"width":841,"height":12}},{"id":"c5e4eee2-ba0e-4115-aa74-7e197470e2d9","block_type":"box","text":"based instruments may contemplate a scenario where LIBOR is no longer available by providing for an alternative rate-setting","page_number":27,"box":{"x":60,"y":388,"width":876,"height":12}},{"id":"206cfc32-6a09-49e8-ba46-7b3bd39cd05f","block_type":"box","text":"methodology, there may be significant uncertainty regarding the effectiveness of any such alternative methodologies to","page_number":27,"box":{"x":60,"y":403,"width":836,"height":12}},{"id":"06805b0b-84bd-4eea-8b9e-3a4af2453014","block_type":"box","text":"replicate LIBOR. Not all existing LIBOR-based instruments may have alternative rate-setting provisions and there remains","page_number":27,"box":{"x":60,"y":418,"width":843,"height":12}},{"id":"04b948f1-df79-46af-a235-5d0a83833e35","block_type":"box","text":"uncertainty regarding the willingness and ability of issuers to add alternative rate-setting provisions in certain existing","page_number":27,"box":{"x":60,"y":433,"width":822,"height":13}},{"id":"057eccbf-8fc1-4089-a623-18c53e159662","block_type":"box","text":"instruments. Parties to contracts, securities, or other instruments using LIBOR may disagree on transition rates or the","page_number":27,"box":{"x":60,"y":448,"width":820,"height":13}},{"id":"37b49261-ff77-4a1c-bc92-35ec25b2c6f8","block_type":"box","text":"application of transition regulation, potentially resulting in uncertainty of performance and the possibility of litigation. The","page_number":27,"box":{"x":59,"y":463,"width":854,"height":13}},{"id":"abad5da9-d1a3-4b33-b6d0-10fff8ca3d3c","block_type":"box","text":"Fund may have instruments linked to other interbank offered rates that may also cease to be published in the future.","page_number":27,"box":{"x":60,"y":479,"width":812,"height":12}},{"id":"5d2a2c12-406b-44c1-8585-d787cef89ccf","block_type":"box","text":"Risk of Derivatives.","page_number":27,"box":{"x":60,"y":505,"width":135,"height":10}},{"id":"60db9eb5-39e4-4ecf-9fe9-b03845e81e30","block_type":"box","text":"A derivative is a financial contract, the value of which depends on, or is derived from, the value of an","page_number":27,"box":{"x":204,"y":505,"width":700,"height":12}},{"id":"7ecd7ea3-9c62-47bd-851c-f87b81820ac0","block_type":"box","text":"underlying asset, such as a security, a commodity (such as gold or silver), a currency or an index (a measure of value or rates,","page_number":27,"box":{"x":60,"y":520,"width":877,"height":12}},{"id":"c1bbe7c6-ed80-40ab-be28-a9e6077ed92c","block_type":"box","text":"such as the S&P 500","page_number":27,"box":{"x":59,"y":535,"width":143,"height":10}},{"id":"8bc8155a-2554-4693-86cd-28a8b6c1850b","block_type":"box","text":"®","page_number":27,"box":{"x":203,"y":534,"width":9,"height":6}},{"id":"8b7c255f-236c-4480-8bf7-211ab4d4befa","block_type":"box","text":"or the prime lending rate). The Fund will invest in a combination of exchange-traded commodity","page_number":27,"box":{"x":217,"y":535,"width":677,"height":13}},{"id":"05fb6bd4-212f-49b9-bee8-4b3fb4d3915f","block_type":"box","text":"futures contracts, exchange-traded options on futures contracts and exchange-cleared swaps. Compared to securities,","page_number":27,"box":{"x":59,"y":550,"width":832,"height":13}},{"id":"50dc4458-bb45-46ae-ba0c-d4dfbb59cf0c","block_type":"box","text":"derivatives can be more sensitive to changes in interest rates or to sudden fluctuations in market prices and thus the Fund’s","page_number":27,"box":{"x":59,"y":566,"width":866,"height":12}},{"id":"808ad79a-4f93-421f-ac77-2bdfb54f7b80","block_type":"box","text":"losses may be greater if it invests in derivatives than if it invests only in conventional securities. Derivatives are also subject to","page_number":27,"box":{"x":60,"y":581,"width":872,"height":12}},{"id":"6e454ec6-c6b0-458f-9579-945f1514d453","block_type":"box","text":"counterparty risk, which is the risk that the other party in the transaction will not fulfill its contractual obligations. Derivatives","page_number":27,"box":{"x":59,"y":596,"width":875,"height":12}},{"id":"48419768-24d8-4ab4-b86c-b943ad573684","block_type":"box","text":"generally involve the incurrence of leverage.","page_number":27,"box":{"x":59,"y":611,"width":305,"height":12}},{"id":"5f48ae12-35fa-4a03-a8a6-ccfdd998fd83","block_type":"box","text":"When a derivative is used as a hedge against a position that the Fund holds or is committed to purchase, any loss generated","page_number":27,"box":{"x":59,"y":637,"width":868,"height":13}},{"id":"72f180f1-bc98-464e-a80d-e710abc9844a","block_type":"box","text":"by the derivative generally should be substantially offset by gains on the hedged investment, and vice versa. While hedging","page_number":27,"box":{"x":60,"y":652,"width":856,"height":13}},{"id":"1e132cde-354e-4ce6-bf51-6a3abbb9c470","block_type":"box","text":"can reduce or eliminate losses, it can also reduce or eliminate gains, and in some cases, hedging can cause losses that are","page_number":27,"box":{"x":59,"y":668,"width":853,"height":12}},{"id":"56022743-bf63-4785-912f-4d52fb55d955","block_type":"box","text":"not offset by gains, and the Fund will recognize losses on both the investment and the hedge. Hedges are sometimes subject","page_number":27,"box":{"x":60,"y":683,"width":872,"height":12}},{"id":"64cd31f6-9f53-4ae9-bc8f-187ffaf9d026","block_type":"box","text":"to imperfect matching between the derivative and the underlying security, and there can be no assurance that the Fund’s","page_number":27,"box":{"x":59,"y":698,"width":847,"height":12}},{"id":"a210501f-7fae-4516-ad4b-316672044a3a","block_type":"box","text":"hedging transactions, which entail additional transaction costs, will be effective.","page_number":27,"box":{"x":60,"y":713,"width":557,"height":12}},{"id":"136a02eb-35fe-4476-8c2c-b84b6aa86956","block_type":"box","text":"Risk of Futures and Options on Futures Transactions.","page_number":27,"box":{"x":60,"y":739,"width":381,"height":13}},{"id":"6b4641ad-2de0-4167-aae6-06c4a1f9a804","block_type":"box","text":"There are several risks accompanying the utilization of futures","page_number":27,"box":{"x":450,"y":739,"width":433,"height":13}},{"id":"66167929-2ae5-4650-b7c9-b5c0be023ed9","block_type":"box","text":"contracts and options on futures contracts. A position in futures contracts and options on futures contracts may be closed","page_number":27,"box":{"x":59,"y":754,"width":859,"height":13}},{"id":"4d248337-ec55-4996-b455-0e0044855833","block_type":"box","text":"only on the exchange on which the contract was made (or a linked exchange). While the Fund plans to utilize futures","page_number":27,"box":{"x":59,"y":770,"width":819,"height":12}},{"id":"46f28892-120d-46fc-863c-1e0d24c87b2b","block_type":"box","text":"contracts only if an active market exists for such contracts, there is no guarantee that a liquid market will exist for the","page_number":27,"box":{"x":59,"y":785,"width":821,"height":12}},{"id":"81305fa0-98ff-403c-bdbf-57383e4505a4","block_type":"box","text":"contract at a specified time. In the event of adverse price movements, the Fund would continue to be required to make daily","page_number":27,"box":{"x":59,"y":800,"width":868,"height":12}},{"id":"c732172b-650c-4771-943f-b0a34a3c55b3","block_type":"box","text":"cash payments to maintain its required margin. In such situations, if the Fund has insufficient cash, it may have to sell","page_number":27,"box":{"x":59,"y":815,"width":822,"height":12}},{"id":"1a222554-9b82-4720-b386-2b6216970dbd","block_type":"box","text":"portfolio securities to meet daily margin requirements at a time when it may be disadvantageous to do so. In addition, a Fund","page_number":27,"box":{"x":59,"y":830,"width":877,"height":12}},{"id":"826e3f4a-e395-4e57-87cf-a58c9d91bd1d","block_type":"box","text":"may be required to deliver the instruments underlying the futures contracts it has sold.","page_number":27,"box":{"x":60,"y":845,"width":605,"height":13}},{"id":"b7749fca-9c77-4373-929c-5a72abf55f1b","block_type":"box","text":"The risk of loss in trading futures contracts or uncovered call options in some strategies (e.g., selling uncovered bond index","page_number":27,"box":{"x":59,"y":872,"width":862,"height":12}},{"id":"8ae9746d-9042-476b-9c43-4459fa8c963a","block_type":"box","text":"futures contracts) is potentially unlimited. The Fund does not plan to use futures and options contracts in this way. The risk","page_number":27,"box":{"x":59,"y":887,"width":864,"height":12}},{"id":"18f3b0fe-dc42-46cc-98d5-249771a4225e","block_type":"box","text":"13","page_number":27,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"c743d3c0-61b0-44e5-91be-0730645bc909","block_type":"box","text":"of a futures position may still be large as traditionally measured due to the low margin deposits required. In many cases, a","page_number":28,"box":{"x":59,"y":67,"width":851,"height":12}},{"id":"1c305daa-b0de-4540-bdf5-b59e53740e5f","block_type":"box","text":"relatively small price movement in a futures contract may result in immediate and substantial loss or gain to the investor","page_number":28,"box":{"x":60,"y":82,"width":842,"height":12}},{"id":"4eed7f41-d445-4df2-a656-173600386322","block_type":"box","text":"relative to the size of a required margin deposit.","page_number":28,"box":{"x":60,"y":97,"width":330,"height":12}},{"id":"0cd9d7ab-581b-43f7-8f5c-f137dc8c8bc3","block_type":"box","text":"Utilization of futures and options on futures by the Fund involves the risk of loss by the Fund of margin deposits in the event","page_number":28,"box":{"x":60,"y":123,"width":866,"height":13}},{"id":"bf7bbeb9-66bc-4707-a2be-45d7c4f472d9","block_type":"box","text":"of bankruptcy of a broker with whom the Fund has an open position in the futures contract or option. The purchase of put or","page_number":28,"box":{"x":59,"y":138,"width":877,"height":13}},{"id":"9d54e1a3-3fb9-4331-b53b-9a41bb0de765","block_type":"box","text":"call options will be based upon predictions by BFA as to anticipated trends, which predictions could prove to be incorrect.","page_number":28,"box":{"x":59,"y":154,"width":848,"height":12}},{"id":"ae609a59-eb8e-4648-ba16-5761a41a7360","block_type":"box","text":"Because the futures market generally imposes less burdensome margin requirements than the securities market, an","page_number":28,"box":{"x":60,"y":180,"width":809,"height":12}},{"id":"91bf2e05-48b8-4788-8a57-a8e63fa72934","block_type":"box","text":"increased amount of participation by speculators in the futures market could result in price fluctuations. Certain financial","page_number":28,"box":{"x":60,"y":195,"width":844,"height":12}},{"id":"5aba41d0-1063-42c7-b8da-4205c96d815e","block_type":"box","text":"futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily","page_number":28,"box":{"x":59,"y":210,"width":863,"height":13}},{"id":"afee2fdd-7060-45cd-9509-7bc7fe3e5a72","block_type":"box","text":"limit establishes the maximum amount by which the price of a futures contract may vary either up or down from the","page_number":28,"box":{"x":60,"y":225,"width":815,"height":13}},{"id":"86b20fce-db79-4dcc-8011-99f45550e48e","block_type":"box","text":"previous day’s settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of","page_number":28,"box":{"x":59,"y":240,"width":859,"height":13}},{"id":"5841d51c-f003-4d92-9192-6742c7bc48ac","block_type":"box","text":"contract, no trades may be made on that day at a price beyond that limit. It is possible that futures contract prices could","page_number":28,"box":{"x":59,"y":256,"width":840,"height":12}},{"id":"46f81f6b-35db-4a23-b80e-b780167b11de","block_type":"box","text":"move to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of","page_number":28,"box":{"x":60,"y":271,"width":869,"height":12}},{"id":"24e2608f-7eab-448e-af56-561cc28e4a91","block_type":"box","text":"futures positions and subjecting the Fund to substantial losses. In the event of adverse price movements, the Fund would be","page_number":28,"box":{"x":59,"y":286,"width":870,"height":12}},{"id":"0e58b1c7-a58d-4194-8b60-e06534565d04","block_type":"box","text":"required to make daily cash payments of variation margin.","page_number":28,"box":{"x":60,"y":301,"width":405,"height":12}},{"id":"12a032a9-7061-4852-8fdc-306a6139bfcc","block_type":"box","text":"Risk of Swap Agreements.","page_number":28,"box":{"x":60,"y":327,"width":186,"height":13}},{"id":"c5341caf-0fba-46bf-9d84-48c5c689d1ef","block_type":"box","text":"The risk of loss with respect to swaps is generally limited to the net amount of payments that a","page_number":28,"box":{"x":255,"y":327,"width":665,"height":13}},{"id":"36724ad8-a86f-4c75-910b-9a13b5b1d425","block_type":"box","text":"Fund is contractually obligated to make. Swap agreements are subject to the risk that the swap counterparty will default on","page_number":28,"box":{"x":60,"y":343,"width":862,"height":12}},{"id":"0b70d588-7c7e-4b04-bea0-42160d14f787","block_type":"box","text":"its obligations. If such a default occurs, a Fund will have contractual remedies pursuant to the agreements related to the","page_number":28,"box":{"x":60,"y":358,"width":839,"height":12}},{"id":"cb512dcd-b4f0-4812-80ca-3facb1f62c50","block_type":"box","text":"transaction. However, such remedies may be subject to bankruptcy and insolvency laws, which could affect a Fund’s rights as","page_number":28,"box":{"x":59,"y":373,"width":878,"height":12}},{"id":"12faf6e7-3a72-4efd-8fb1-7c0d991f1bac","block_type":"box","text":"a creditor (","page_number":28,"box":{"x":59,"y":388,"width":76,"height":12}},{"id":"3f492ee1-5544-4ffd-b2b4-7968a2e935e6","block_type":"box","text":"e.g.","page_number":28,"box":{"x":136,"y":391,"width":23,"height":9}},{"id":"044699a2-ca18-48a3-bb26-e406868bb27c","block_type":"box","text":", the Fund may not receive the net amount of payments that it is contractually entitled to receive).","page_number":28,"box":{"x":161,"y":388,"width":684,"height":12}},{"id":"91f49e1a-4ed6-4385-a6a0-6e5fd5f7df93","block_type":"box","text":"A Fund is required to post and collect variation margin and initial margin (composed of specified liquid securities subject to","page_number":28,"box":{"x":59,"y":414,"width":863,"height":13}},{"id":"b0781b1a-2aa8-4a77-9bc0-38a27d3c5dd0","block_type":"box","text":"haircuts) in connection with trading of OTC swaps. These requirements may raise the costs for the Fund’s investment in","page_number":28,"box":{"x":60,"y":429,"width":838,"height":13}},{"id":"3856eb6d-ebe2-437d-9fdb-a4185884b5d6","block_type":"box","text":"swaps.","page_number":28,"box":{"x":59,"y":448,"width":47,"height":9}},{"id":"2d8e109e-c0f6-459c-b4a2-4d7245d760ba","block_type":"box","text":"Central clearing is expected to reduce counterparty credit risk and increase liquidity, but central clearing does not make swap","page_number":28,"box":{"x":59,"y":471,"width":875,"height":12}},{"id":"d80240af-2ba0-4993-acc4-58cd880e4af5","block_type":"box","text":"transactions risk-free. Swaps entered into by the Fund through its Subsidiary are not expected to be centrally cleared and","page_number":28,"box":{"x":59,"y":486,"width":847,"height":12}},{"id":"98c663bf-3d45-4b64-bc8d-6a394ee0b0e6","block_type":"box","text":"thus will expose the Fund to counter-party default risk and illiquidity risk, as liquidity depends on the willingness of","page_number":28,"box":{"x":59,"y":501,"width":806,"height":13}},{"id":"4c875f41-fb1e-4d8d-bdaa-52eda3aede6f","block_type":"box","text":"counterparties to enter into, and the ability of counterparties to hedge the risks of, such contracts.","page_number":28,"box":{"x":59,"y":516,"width":686,"height":13}},{"id":"01fdf30a-d580-4202-aa45-ebc1e2d49622","block_type":"box","text":"U.S. Treasury Obligations Risk.","page_number":28,"box":{"x":60,"y":543,"width":218,"height":12}},{"id":"eac674dc-01b6-4f1c-85e0-ce9b4afda6e7","block_type":"box","text":"U.S. Treasury obligations may differ from other securities in their interest rates, maturities,","page_number":28,"box":{"x":288,"y":543,"width":628,"height":12}},{"id":"ec1d950a-491c-4093-b64a-a56533d3096b","block_type":"box","text":"times of issuance and other characteristics. Similar to other issuers, changes to the financial condition or credit rating of the","page_number":28,"box":{"x":59,"y":558,"width":868,"height":12}},{"id":"cf226fed-491f-45d6-9840-819eaab86c66","block_type":"box","text":"U.S. government may cause the value of a Fund’s U.S. Treasury obligations to decline. U.S. Treasury securities are rated AA+","page_number":28,"box":{"x":60,"y":573,"width":863,"height":12}},{"id":"d9f6751b-2dfa-41b9-88c9-5fed4531ac9b","block_type":"box","text":"by S&P Global Ratings. A downgrade of the rating of U.S. Treasury securities may cause the value of a Fund’s U.S. Treasury","page_number":28,"box":{"x":60,"y":588,"width":855,"height":13}},{"id":"23c5623a-31cc-4935-b948-2832862f7dec","block_type":"box","text":"obligations to decline. Because U.S. government debt obligations are often used as a benchmark for other borrowing","page_number":28,"box":{"x":59,"y":603,"width":816,"height":13}},{"id":"9055d815-16ad-4ce9-8ace-1972b334b11a","block_type":"box","text":"arrangements, a downgrade could also result in higher interest rates for a range of borrowers, cause disruptions in the","page_number":28,"box":{"x":59,"y":618,"width":828,"height":13}},{"id":"08bfa4e3-5da2-4af6-b376-92e66fc951f6","block_type":"box","text":"international bond markets and have a substantial adverse effect on the U.S. and global economy.","page_number":28,"box":{"x":60,"y":634,"width":680,"height":12}},{"id":"031b4e69-4e52-4427-97e8-d95dcb1c38be","block_type":"box","text":"A high national debt level may increase market pressures to meet government funding needs, which may drive debt cost","page_number":28,"box":{"x":59,"y":660,"width":845,"height":12}},{"id":"a87806ac-9cc0-4818-986c-4d6d5594f935","block_type":"box","text":"higher and lead the government to issue additional debt, thereby increasing refinancing risk. A high national debt also raises","page_number":28,"box":{"x":60,"y":675,"width":868,"height":12}},{"id":"dae2767d-4fa4-46b9-b112-44863750d417","block_type":"box","text":"concerns that the U.S. government will not be able to make principal or interest payments when they are due. If market","page_number":28,"box":{"x":59,"y":690,"width":834,"height":13}},{"id":"e449d4d8-2b5b-4970-962d-be86a8fe851f","block_type":"box","text":"participants determine that U.S. sovereign debt levels have become unsustainable, the value of the U.S. dollar could decline,","page_number":28,"box":{"x":59,"y":705,"width":863,"height":13}},{"id":"932372d3-b8f3-4ad6-911c-4d8b4dcbc5b3","block_type":"box","text":"thus increasing inflationary pressures, particularly with respect to services outsourced to non-U.S. providers and imported","page_number":28,"box":{"x":59,"y":720,"width":853,"height":13}},{"id":"8fc28a26-0733-41e4-a8b0-1bf561ae7a32","block_type":"box","text":"goods and constrain or prevent the U.S. government from implementing effective countercyclical fiscal policy in economic","page_number":28,"box":{"x":59,"y":736,"width":855,"height":12}},{"id":"4f0b5786-abc8-434f-9b23-f33568634d4f","block_type":"box","text":"downturns. Direct obligations of the U.S. Treasury have historically involved little risk of loss of principal if held to maturity.","page_number":28,"box":{"x":59,"y":751,"width":854,"height":12}},{"id":"d588d846-e1c6-4d85-9915-b33f1fd3700b","block_type":"box","text":"However, due to fluctuations in interest rates, the market value of such securities may vary during the period that","page_number":28,"box":{"x":60,"y":766,"width":791,"height":12}},{"id":"5be9d9e4-98da-456e-b0e7-e87dc30dd44f","block_type":"box","text":"shareholders own shares of a Fund. Notwithstanding that U.S. Treasury obligations are backed by the full faith and credit of","page_number":28,"box":{"x":59,"y":781,"width":864,"height":12}},{"id":"9303cb29-6880-49e0-8000-53589dafd284","block_type":"box","text":"the U.S., circumstances could arise that could prevent the timely payment of interest or principal, such as reaching the","page_number":28,"box":{"x":59,"y":796,"width":827,"height":12}},{"id":"ea8879f3-4c06-4f8f-add1-00939acb3f60","block_type":"box","text":"legislative “debt ceiling.” Such non-payment would result in losses to a Fund and substantial negative consequences for the","page_number":28,"box":{"x":60,"y":811,"width":864,"height":13}},{"id":"36030e9e-042a-4dc1-9646-a15e37b3ce60","block_type":"box","text":"U.S. economy and the global financial system.","page_number":28,"box":{"x":60,"y":826,"width":319,"height":13}},{"id":"0124af5b-0997-4d8f-8565-df912f24884e","block_type":"box","text":"Valuation Risk.","page_number":28,"box":{"x":59,"y":853,"width":106,"height":10}},{"id":"72a39166-f3a5-4301-b3a3-e07823e34e02","block_type":"box","text":"In certain circumstances, the Fund’s securities may be valued using techniques other than market","page_number":28,"box":{"x":175,"y":853,"width":684,"height":12}},{"id":"09d69133-02b5-4c53-870a-c95a366b1911","block_type":"box","text":"quotations. The value established for a security may be different from what would be produced through the use of another","page_number":28,"box":{"x":59,"y":868,"width":860,"height":12}},{"id":"4b4f752c-8d04-4d24-bb3a-c9327283d920","block_type":"box","text":"methodology or if the value had been priced using market quotations. Securities that are valued using methods other than","page_number":28,"box":{"x":60,"y":883,"width":856,"height":12}},{"id":"8712e653-19ba-4de0-828c-58831ccbbc04","block_type":"box","text":"14","page_number":28,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"b9877a6d-3c80-4ab4-add2-287d22293edd","block_type":"box","text":"market quotations, including “fair valued” securities, may be subject to greater fluctuation in their value from one day to the","page_number":29,"box":{"x":60,"y":67,"width":867,"height":12}},{"id":"c357c1e1-bdf0-486e-a470-736ea624fa3b","block_type":"box","text":"next than would be the case if market quotations were used. In addition, there is no assurance that the Fund could sell a","page_number":29,"box":{"x":60,"y":82,"width":840,"height":12}},{"id":"c59f504f-a749-48fe-a5ad-d65d9ab09f0f","block_type":"box","text":"security for the value established for it at any time, and it is possible that the Fund could incur a loss if a security is sold for","page_number":29,"box":{"x":59,"y":97,"width":856,"height":12}},{"id":"bb88a5c1-5f6c-40bf-8aea-f3b17a6abc2d","block_type":"box","text":"less than its established value.","page_number":29,"box":{"x":60,"y":112,"width":209,"height":10}},{"id":"cc94f5a3-8b31-4964-a086-b62a9e5ef0c6","block_type":"box","text":"Risk of Investing in Australasia.","page_number":29,"box":{"x":60,"y":138,"width":224,"height":13}},{"id":"af5f6783-4430-49a0-8bdc-ca83828e7ebf","block_type":"box","text":"The economies of Australasia, which include Australia and New Zealand, are dependent on","page_number":29,"box":{"x":293,"y":138,"width":637,"height":13}},{"id":"206d9a6b-309a-44fa-bc36-da0feb887551","block_type":"box","text":"exports from the agricultural and mining sectors. This makes Australasian economies susceptible to fluctuations in the","page_number":29,"box":{"x":59,"y":154,"width":832,"height":12}},{"id":"4fab95d8-4de7-4f90-b1b1-75d294bbea40","block_type":"box","text":"commodity markets. Australasian economies are also increasingly dependent on their growing service and tourism","page_number":29,"box":{"x":59,"y":169,"width":805,"height":12}},{"id":"9bc53ff0-0782-4be4-b3fb-72296ce5eca9","block_type":"box","text":"industries. Australia and New Zealand are located in a part of the world that has historically been prone to natural disasters,","page_number":29,"box":{"x":60,"y":184,"width":863,"height":12}},{"id":"c2cb3f5d-a0b2-49c5-b86b-328dd60330e6","block_type":"box","text":"such as drought and flooding. Any such event in the future could have a significant adverse impact on the economies of","page_number":29,"box":{"x":59,"y":199,"width":842,"height":12}},{"id":"e5d9b62e-ebf7-446b-995c-d4f821602772","block_type":"box","text":"Australia and New Zealand and affect the value of securities held by the Fund. The economies of Australia and New Zealand","page_number":29,"box":{"x":59,"y":214,"width":866,"height":12}},{"id":"27e91c85-b967-4443-8196-353bc9c4f069","block_type":"box","text":"are dependent on trading with certain key trading partners, including Asia and the U.S. Economic events in the U.S., Asia, or","page_number":29,"box":{"x":59,"y":229,"width":865,"height":12}},{"id":"0ddbd43b-ee30-474d-b678-2e5c1d486648","block_type":"box","text":"in other key trading countries can have a significant economic effect on the Australasian economies. The economies of","page_number":29,"box":{"x":60,"y":244,"width":834,"height":13}},{"id":"3ad31d53-2363-4174-bb2e-17d7fd9b6fe7","block_type":"box","text":"Australia and New Zealand are heavily dependent on the mining sector. Passage of new regulations limiting foreign","page_number":29,"box":{"x":59,"y":259,"width":805,"height":13}},{"id":"fec79e85-ea2e-4e5a-bfc0-9d4bc1c044ec","block_type":"box","text":"ownership of companies in the mining sector or imposition of new taxes on profits of mining companies may dissuade","page_number":29,"box":{"x":59,"y":274,"width":832,"height":13}},{"id":"eba61264-cc43-4911-9bf9-792b7e58e8cf","block_type":"box","text":"foreign investment, and as a result, have a negative impact on companies to which the Fund has exposure.","page_number":29,"box":{"x":59,"y":290,"width":746,"height":12}},{"id":"ff9146cd-e4b2-4a4b-b9e6-1b1959fa9c7c","block_type":"box","text":"Risk of Investing in Developed Countries.","page_number":29,"box":{"x":60,"y":316,"width":294,"height":12}},{"id":"723b96e8-1652-4529-95b3-294fcbc544a3","block_type":"box","text":"Many countries with developed markets have recently experienced significant","page_number":29,"box":{"x":364,"y":316,"width":544,"height":12}},{"id":"1884dacb-07ac-4db3-9e6a-cf374948ac11","block_type":"box","text":"economic pressures. These countries generally tend to rely on the services sectors (","page_number":29,"box":{"x":59,"y":331,"width":585,"height":13}},{"id":"43f7e4cd-677f-4adb-8443-4d27e3eda630","block_type":"box","text":"e.g.","page_number":29,"box":{"x":646,"y":334,"width":22,"height":10}},{"id":"83bb6776-3ae1-45c0-8ebb-18ad144fd84f","block_type":"box","text":", the financial services sector) as the","page_number":29,"box":{"x":670,"y":331,"width":253,"height":13}},{"id":"afe8c3f3-07af-4564-9cc5-14c251d79ff5","block_type":"box","text":"primary source of economic growth and may be susceptible to the risks of individual service sectors. For example, companies","page_number":29,"box":{"x":59,"y":346,"width":879,"height":13}},{"id":"cdb76298-2ef8-4966-81c3-2b2a7d032f9c","block_type":"box","text":"in the financial services sector are subject to governmental regulation and, recently, government intervention, which may","page_number":29,"box":{"x":60,"y":361,"width":846,"height":13}},{"id":"f4904261-be83-4089-ba53-325d7b793dfa","block_type":"box","text":"adversely affect the scope of their activities, the prices they can charge and amount of capital they must maintain.","page_number":29,"box":{"x":59,"y":377,"width":798,"height":12}},{"id":"174c86fb-20c7-4939-a09d-f9358e569b8b","block_type":"box","text":"Dislocations in the financial sector and perceived or actual governmental influence over certain financial companies may lead","page_number":29,"box":{"x":60,"y":392,"width":876,"height":12}},{"id":"816fb50e-85a2-438b-9a31-9e0c18c16d5d","block_type":"box","text":"to credit rating downgrades and, as a result, impact, among other things, revenue growth for such companies. If financial","page_number":29,"box":{"x":59,"y":407,"width":848,"height":12}},{"id":"2dec5f65-be43-4e9a-a85c-8eed8f2e1cb1","block_type":"box","text":"companies experience a prolonged decline in revenue growth, certain developed countries that rely heavily on financial","page_number":29,"box":{"x":59,"y":422,"width":832,"height":12}},{"id":"00a21e2b-48d1-4462-802b-bcedf6bb04cc","block_type":"box","text":"companies as an economic driver may experience a correlative slowdown. Concerns have emerged with respect to the","page_number":29,"box":{"x":59,"y":437,"width":829,"height":12}},{"id":"a00936ab-7f95-4ce9-a00c-11441ef014fc","block_type":"box","text":"economic health of certain developed countries. These concerns primarily stem from heavy indebtedness of many developed","page_number":29,"box":{"x":59,"y":452,"width":876,"height":12}},{"id":"97465d9f-7413-4e51-a87b-ca902865f532","block_type":"box","text":"countries and their perceived inability to continue to service high debt loads without simultaneously implementing stringent","page_number":29,"box":{"x":59,"y":467,"width":870,"height":13}},{"id":"f489a88c-9d27-4256-a734-bbd54358188f","block_type":"box","text":"austerity measures. Such concerns have led to tremendous downward pressure on the economies of these countries. As a","page_number":29,"box":{"x":59,"y":482,"width":855,"height":13}},{"id":"bcedbaa4-f9f2-4642-8203-e64f1e37d7bf","block_type":"box","text":"result, it is possible that interest rates on debt of certain developed countries may rise to levels that make it difficult for such","page_number":29,"box":{"x":60,"y":497,"width":864,"height":13}},{"id":"150c4d20-6d04-4787-ac17-2abdce3e2f77","block_type":"box","text":"countries to service such debt. Spending on health care and retirement pensions in most developed countries has risen","page_number":29,"box":{"x":59,"y":513,"width":833,"height":12}},{"id":"4d27a8f6-a022-4712-8b97-2ef9c8a593d3","block_type":"box","text":"dramatically. Medical innovation, extended life expectancy and higher public expectations are likely to continue the increase","page_number":29,"box":{"x":59,"y":528,"width":867,"height":12}},{"id":"41bcbeec-bcf7-4809-b7f9-9696fd0360b7","block_type":"box","text":"in health care and pension costs. Any increase in health care and pension costs will likely have a negative impact on the","page_number":29,"box":{"x":60,"y":543,"width":834,"height":12}},{"id":"0bb6ee2d-b9df-4ee3-abf3-579c3831bc62","block_type":"box","text":"economic growth of many developed countries. Certain developed countries rely on imports of certain key items, such as","page_number":29,"box":{"x":59,"y":558,"width":848,"height":12}},{"id":"9d11f22e-5cd4-4e64-ba74-17c6856dcfde","block_type":"box","text":"crude oil, natural gas, and other commodities. As a result, an increase in demand for, or price fluctuations of, certain","page_number":29,"box":{"x":59,"y":573,"width":812,"height":12}},{"id":"c0ba2b9a-bb0c-4aa1-82df-40d9464b22a1","block_type":"box","text":"commodities may negatively affect developed country economies. Developed market countries generally are dependent on","page_number":29,"box":{"x":59,"y":588,"width":861,"height":13}},{"id":"89a743a9-bb75-4e87-a73b-45bd6ef01416","block_type":"box","text":"the economies of certain key trading partners. Changes in any one economy may cause an adverse impact on several","page_number":29,"box":{"x":59,"y":603,"width":819,"height":13}},{"id":"cec28f26-1972-4906-9860-f85961866f39","block_type":"box","text":"developed countries. In addition, heavy regulation of, among others, labor and product markets may have an adverse effect","page_number":29,"box":{"x":59,"y":618,"width":862,"height":13}},{"id":"1f170a40-3a40-4283-a9f3-08ebdea415ee","block_type":"box","text":"on certain issuers. Such regulations may negatively affect economic growth or cause prolonged periods of recession. Such","page_number":29,"box":{"x":59,"y":634,"width":856,"height":12}},{"id":"0b2b866d-2696-4f23-a415-1e9e037091a6","block_type":"box","text":"risks, among others, may adversely affect the value of the Fund’s investments.","page_number":29,"box":{"x":60,"y":649,"width":545,"height":12}},{"id":"83c0796b-5a96-4e4f-ab66-3ac9cd9952a8","block_type":"box","text":"Risk of Investing in Europe.","page_number":29,"box":{"x":60,"y":675,"width":194,"height":12}},{"id":"a4077bb8-0f2e-4752-8869-6ecffe96fcd0","block_type":"box","text":"Investing in European countries exposes the Fund to the economic and political risks associated","page_number":29,"box":{"x":264,"y":675,"width":671,"height":12}},{"id":"48fa10f8-1825-4992-834b-fa50a6df8e86","block_type":"box","text":"with Europe in general and the specific European countries in which it invests. The economies and markets of European","page_number":29,"box":{"x":59,"y":690,"width":837,"height":13}},{"id":"4d9ce455-3bba-443a-b01a-fad677cc49dd","block_type":"box","text":"countries are often closely connected and interdependent, and events in one European country can have an adverse impact","page_number":29,"box":{"x":59,"y":705,"width":865,"height":13}},{"id":"a6952e71-08e2-4b77-9e59-89cad5bbf64e","block_type":"box","text":"on other European countries. The Fund makes investments in securities of issuers that are domiciled in, have significant","page_number":29,"box":{"x":59,"y":720,"width":838,"height":13}},{"id":"8bf391d4-ba80-41fd-bcf1-99be43cd9cb8","block_type":"box","text":"operations in, or that are listed on at least one securities exchange within member states of the European Union (the “EU”). A","page_number":29,"box":{"x":59,"y":736,"width":878,"height":12}},{"id":"923c602b-8018-4ebc-be9e-2446dc8b56ad","block_type":"box","text":"number of countries within the EU are also members of the Economic and Monetary Union (the “eurozone”) and have","page_number":29,"box":{"x":60,"y":751,"width":824,"height":12}},{"id":"a59f63a7-a1af-47db-8cf4-90b634ce4d6b","block_type":"box","text":"adopted the euro as their currency. Eurozone membership requires member states to comply with restrictions on inflation","page_number":29,"box":{"x":59,"y":766,"width":852,"height":12}},{"id":"5bbb6d8c-0e71-4254-9a7f-3f2f97e3bec2","block_type":"box","text":"rates, deficits, interest rates, debt levels and fiscal and monetary controls, each of which may significantly affect every","page_number":29,"box":{"x":60,"y":781,"width":822,"height":12}},{"id":"631357af-862a-46c5-9afd-620ac6bfddee","block_type":"box","text":"country in Europe. Changes in import or export tariffs, changes in governmental or EU regulations on trade, changes in the","page_number":29,"box":{"x":59,"y":796,"width":858,"height":12}},{"id":"64144316-3fbf-4e31-b5c7-181af78c4656","block_type":"box","text":"exchange rate of the euro and other currencies of certain EU countries which are not in the eurozone, the default or threat of","page_number":29,"box":{"x":59,"y":811,"width":873,"height":13}},{"id":"606bd41b-fde3-4991-a35e-de201da403c6","block_type":"box","text":"default by an EU member state on its sovereign debt, and/or an economic recession in an EU member state may have a","page_number":29,"box":{"x":59,"y":826,"width":835,"height":13}},{"id":"0ebe6128-b965-43ec-ba36-7360cf909907","block_type":"box","text":"significant adverse effect on the economies of other EU member states and their trading partners. Although certain European","page_number":29,"box":{"x":59,"y":841,"width":877,"height":13}},{"id":"09bd8aad-4f21-4866-89db-5021a4f9bb5d","block_type":"box","text":"countries are not in the eurozone, many of these countries are obliged to meet the criteria for joining the eurozone.","page_number":29,"box":{"x":59,"y":857,"width":803,"height":12}},{"id":"c92c5578-a150-4481-990e-37c75fae44a9","block_type":"box","text":"15","page_number":29,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"b91c4c91-9fee-4d91-9f00-503e12b8c6f0","block_type":"box","text":"Consequently, these countries must comply with many of the restrictions noted above. The European financial markets have","page_number":30,"box":{"x":59,"y":67,"width":870,"height":12}},{"id":"c3216245-3f41-4054-a6f4-8a3e617d879a","block_type":"box","text":"experienced volatility and adverse trends due to concerns about economic downturns, government debt levels and the","page_number":30,"box":{"x":59,"y":82,"width":832,"height":12}},{"id":"ba27bfc8-a4fa-4e21-8de3-fb0fd8e234a0","block_type":"box","text":"possible default of government debt in several European countries, including, but not limited to, Austria, Belgium, Cyprus,","page_number":30,"box":{"x":59,"y":97,"width":851,"height":12}},{"id":"b10a04a9-a8ed-4d4e-9a5a-c13f8dc6880c","block_type":"box","text":"France, Greece, Ireland, Italy, Portugal, Spain and Ukraine. In order to prevent further economic deterioration, certain","page_number":30,"box":{"x":60,"y":112,"width":812,"height":12}},{"id":"14a8a632-025e-46ad-bfb2-6eac5aab0b56","block_type":"box","text":"countries, without prior warning, can institute “capital controls.” Countries may use these controls to restrict volatile","page_number":30,"box":{"x":59,"y":127,"width":814,"height":12}},{"id":"6de9f4e5-7b0a-4db7-ae62-731925ca11a0","block_type":"box","text":"movements of capital entering and exiting their country. Such controls may negatively affect the Fund’s investments. A","page_number":30,"box":{"x":60,"y":142,"width":832,"height":13}},{"id":"4aaa94fb-d0f3-4488-8708-cbfe7d079b38","block_type":"box","text":"default or debt restructuring by any European country would adversely impact holders of that country’s debt and sellers of","page_number":30,"box":{"x":59,"y":157,"width":859,"height":13}},{"id":"c8bff3d6-91f2-4e27-9da8-891ae92bafda","block_type":"box","text":"credit default swaps linked to that country’s creditworthiness, which may be located in countries other than those listed","page_number":30,"box":{"x":59,"y":172,"width":839,"height":13}},{"id":"ab9bd1bc-612b-4620-828a-68ceeff9db8e","block_type":"box","text":"above. In addition, the credit ratings of certain European countries were downgraded in the past. These events have adversely","page_number":30,"box":{"x":59,"y":188,"width":879,"height":12}},{"id":"a9ae0e08-35c2-426f-8475-54fa73a46339","block_type":"box","text":"affected the value and exchange rate of the euro and may continue to significantly affect the economies of every country in","page_number":30,"box":{"x":59,"y":203,"width":862,"height":12}},{"id":"7df6c02f-cfff-4599-97e5-38e28af1dfc4","block_type":"box","text":"Europe, including countries that do not use the euro and non-EU member states. Responses to the financial problems by","page_number":30,"box":{"x":60,"y":218,"width":844,"height":12}},{"id":"d52b875c-f49e-41fe-974d-3ff74c91087d","block_type":"box","text":"European governments, central banks and others, including austerity measures and reforms, may not produce the desired","page_number":30,"box":{"x":60,"y":233,"width":853,"height":12}},{"id":"c7becc6a-cc0c-48e7-86d9-c889006cf691","block_type":"box","text":"results, may result in social unrest and may limit future growth and economic recovery or have other unintended","page_number":30,"box":{"x":60,"y":248,"width":787,"height":12}},{"id":"b5e987ae-bbb1-4fe9-9085-d67bee86df47","block_type":"box","text":"consequences. Further defaults or restructurings by governments and other entities of their debt could have additional","page_number":30,"box":{"x":59,"y":263,"width":830,"height":12}},{"id":"e6177f4a-d4af-4b5c-b88c-9b16ecd6d839","block_type":"box","text":"adverse effects on economies, financial markets and asset valuations around the world. In addition, one or more countries","page_number":30,"box":{"x":59,"y":278,"width":855,"height":12}},{"id":"38bd493f-3f20-4af3-96c6-a5e48dd47d3c","block_type":"box","text":"may abandon the euro and/or withdraw from the EU. The impact of these actions, especially if they occur in a disorderly","page_number":30,"box":{"x":60,"y":293,"width":842,"height":13}},{"id":"588f16dd-4c6e-4cad-847f-cdc8f3d48bc2","block_type":"box","text":"fashion, is not clear but could be significant and far-reaching and could adversely impact the value of the Fund’s investments","page_number":30,"box":{"x":59,"y":308,"width":875,"height":13}},{"id":"55fa519e-76b5-4f2c-b722-5d757066f91e","block_type":"box","text":"in the region.","page_number":30,"box":{"x":60,"y":324,"width":90,"height":12}},{"id":"1ae13888-f2e3-41e3-b9a0-3b18bf3a87be","block_type":"box","text":"The United Kingdom (the “U.K.”) left the EU (“Brexit”) on January 31, 2020. Brexit could adversely affect European or","page_number":30,"box":{"x":59,"y":350,"width":812,"height":12}},{"id":"2f1b9740-d26a-4379-8f21-c4020dbf6856","block_type":"box","text":"worldwide political, regulatory, economic or market conditions and could contribute to instability in global political","page_number":30,"box":{"x":59,"y":365,"width":802,"height":13}},{"id":"d65c310b-5c60-4765-81ed-85de1a5de38f","block_type":"box","text":"institutions, regulatory agencies and financial markets.","page_number":30,"box":{"x":60,"y":380,"width":381,"height":13}},{"id":"71520af2-706f-4630-9a2a-33798dc04477","block_type":"box","text":"Certain European countries have also developed increasingly strained relationships with the U.S., and if these relations were","page_number":30,"box":{"x":59,"y":407,"width":864,"height":12}},{"id":"3855aa42-2f72-4e03-a328-63381f8b7994","block_type":"box","text":"to worsen, they could adversely affect European issuers that rely on the U.S. for trade. The national politics of countries in","page_number":30,"box":{"x":59,"y":422,"width":849,"height":12}},{"id":"a9b2b693-b547-4fa9-a93f-93dac6bead2a","block_type":"box","text":"Europe have been unpredictable and subject to influence by disruptive political groups and ideologies, including for example,","page_number":30,"box":{"x":60,"y":437,"width":872,"height":12}},{"id":"9800147a-5ed1-4854-812b-9ebcd08c276e","block_type":"box","text":"secessionist movements. The governments of European countries may be subject to change and such countries may","page_number":30,"box":{"x":59,"y":452,"width":819,"height":12}},{"id":"fe6024e8-7fbb-441f-87a2-573817af6b4a","block_type":"box","text":"experience social and political unrest. Unanticipated or sudden political or social developments may result in sudden and","page_number":30,"box":{"x":59,"y":467,"width":845,"height":13}},{"id":"4b66baf3-65f8-469b-9870-b6bf5888f5a8","block_type":"box","text":"significant investment losses. The occurrence of terrorist incidents throughout Europe or war in the region also could impact","page_number":30,"box":{"x":59,"y":482,"width":873,"height":13}},{"id":"2cca4124-a145-4951-9936-6fd9cb2fd1d8","block_type":"box","text":"financial markets. The impact of these events is not clear but could be significant and far-reaching and could adversely affect","page_number":30,"box":{"x":59,"y":497,"width":875,"height":13}},{"id":"1d54e44f-fc17-4d96-a637-ffc6aeed355f","block_type":"box","text":"the value and liquidity of the Fund’s investments.","page_number":30,"box":{"x":59,"y":513,"width":342,"height":12}},{"id":"208f4d1d-f7d8-432f-822d-2737c368649c","block_type":"box","text":"Russian Invasion of Ukraine","page_number":30,"box":{"x":59,"y":539,"width":191,"height":11}},{"id":"02ce8a0e-90d0-441c-bbe1-64696dc173e0","block_type":"box","text":". Russia launched a large-scale invasion of Ukraine on February 24, 2022. The extent and duration","page_number":30,"box":{"x":251,"y":539,"width":681,"height":12}},{"id":"733b1d51-3e2b-46cc-8c5b-76fb0f97bdbf","block_type":"box","text":"of the military action, resulting sanctions and resulting future market disruptions, including declines in its stock markets and","page_number":30,"box":{"x":59,"y":554,"width":870,"height":13}},{"id":"aa8e4475-dbb3-470f-872f-e4d6d4ed232d","block_type":"box","text":"the value of the ruble against the U.S. dollar, are impossible to predict, but could be significant. Disruptions caused by Russian","page_number":30,"box":{"x":59,"y":569,"width":879,"height":13}},{"id":"dd3ada1c-4155-4dba-b0aa-22f9a512e434","block_type":"box","text":"military action or other actions (including cyberattacks and espionage) or resulting actual and threatened responses to such","page_number":30,"box":{"x":60,"y":584,"width":869,"height":13}},{"id":"3afb905d-0acc-4dc2-b8aa-3f2c6b1e01b2","block_type":"box","text":"activity, including purchasing and financing restrictions, boycotts or changes in consumer or purchaser preferences,","page_number":30,"box":{"x":59,"y":600,"width":811,"height":12}},{"id":"0d0b3872-e268-455b-9f0e-6b1be97e77c4","block_type":"box","text":"sanctions, import and export restrictions, tariffs or cyberattacks on the Russian government, Russian companies or Russian","page_number":30,"box":{"x":59,"y":615,"width":863,"height":12}},{"id":"5556d9dc-bf18-41a5-b3cf-335c6a6f9696","block_type":"box","text":"individuals, including politicians, may impact Russia’s economy, Russian issuers of securities in which the Fund invests, or the","page_number":30,"box":{"x":60,"y":630,"width":877,"height":12}},{"id":"6500bcf6-6791-449e-af58-2a6f3de94b0f","block_type":"box","text":"economies of Europe as a whole. Actual and threatened responses to Russian military action may also impact the markets for","page_number":30,"box":{"x":59,"y":645,"width":879,"height":12}},{"id":"c51ab92b-221e-42c7-89d7-323a55301517","block_type":"box","text":"certain Russian commodities, such as oil and natural gas, as well as other sectors of the Russian economy, and are likely to","page_number":30,"box":{"x":59,"y":660,"width":858,"height":12}},{"id":"c50054c3-6360-4a2a-9ffa-44b8567b6081","block_type":"box","text":"have collateral impacts on such sectors across Europe and globally.","page_number":30,"box":{"x":60,"y":675,"width":467,"height":12}},{"id":"c38aa5b4-a299-4b5b-a452-62ff448dc33c","block_type":"box","text":"Risk of Investing in Gold.","page_number":30,"box":{"x":60,"y":702,"width":177,"height":12}},{"id":"a1c97074-9390-45c5-9d13-73ba427ebd33","block_type":"box","text":"The Fund’s portfolio may be adversely affected by changes or trends in the price of gold. Exposure","page_number":30,"box":{"x":245,"y":702,"width":687,"height":12}},{"id":"52fc9fbc-f42e-4784-bc09-a2b844e0b25e","block_type":"box","text":"to the gold market may subject the Fund to greater volatility than investments in traditional securities. The price of gold and","page_number":30,"box":{"x":59,"y":717,"width":867,"height":12}},{"id":"f3ee7f97-a58c-4fc6-82a0-2c3c6ff8085c","block_type":"box","text":"of gold-related instruments historically has been volatile. Similar future market conditions may result in rapid and substantial","page_number":30,"box":{"x":59,"y":732,"width":873,"height":12}},{"id":"2efcb2fb-c4a5-4408-a07f-cef7c9c25396","block_type":"box","text":"valuation increases or decreases in the Fund’s holdings.","page_number":30,"box":{"x":59,"y":747,"width":388,"height":12}},{"id":"0a305c78-bf49-40b7-a6ef-c588562ac3f1","block_type":"box","text":"Factors that may cause a change in the price of gold, include, among other things:","page_number":30,"box":{"x":60,"y":773,"width":575,"height":13}},{"id":"163291bf-91a3-437a-a955-1a50bc359e6e","block_type":"box","text":"• The strength of the U.S. dollar. Because the price of gold is generally inversely related to the value of the U.S. dollar, a","page_number":30,"box":{"x":59,"y":794,"width":846,"height":12}},{"id":"c6469498-a3f5-44b6-8856-c08943f0702f","block_type":"box","text":"stronger U.S. dollar tends to keep the price of gold lower and more controlled, while a weaker U.S. dollar is likely to drive","page_number":30,"box":{"x":92,"y":809,"width":838,"height":12}},{"id":"f06770e2-4682-4ceb-8f45-aa6cbb3748f2","block_type":"box","text":"the price of gold higher. During times of economic uncertainty and when the dollar is weak, investments in gold tend to","page_number":30,"box":{"x":91,"y":824,"width":838,"height":12}},{"id":"68b6ed5e-b5b6-4bec-b7ea-b945bc3c982f","block_type":"box","text":"increase.","page_number":30,"box":{"x":92,"y":840,"width":60,"height":9}},{"id":"e8c151aa-1f47-4266-a363-e27a35ae6482","block_type":"box","text":"• Large sales, including those by governments, central banks and related institutions, which own a significant portion of","page_number":30,"box":{"x":59,"y":859,"width":861,"height":12}},{"id":"b7b83dba-60e8-460f-a92a-1abe7b52423a","block_type":"box","text":"the aggregate world holdings in gold. If one or more of these institutions decide to sell in amounts large enough to","page_number":30,"box":{"x":91,"y":874,"width":804,"height":13}},{"id":"91306d64-286a-468a-b0d0-fbfe8fe30112","block_type":"box","text":"cause a decline in world gold prices, the performance of the Fund may be adversely affected.","page_number":30,"box":{"x":92,"y":889,"width":648,"height":13}},{"id":"b8f58a70-68a2-4bd2-9327-c649349db98f","block_type":"box","text":"16","page_number":30,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"ed2ed456-338a-473f-803c-1487873d1efe","block_type":"box","text":"• Changes in the supply and demand of goods or services of large users of gold. For example, as demand for consumer","page_number":31,"box":{"x":59,"y":67,"width":855,"height":12}},{"id":"3171dfe6-7c63-42e0-a61f-c8db0883f996","block_type":"box","text":"goods such as jewelry and electronics increases, the price of gold can rise.","page_number":31,"box":{"x":92,"y":82,"width":518,"height":12}},{"id":"cd31d09c-76ca-4bbd-8b99-931042f7ab55","block_type":"box","text":"• A significant increase in gold hedging activity by gold producers. 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Fund, the terms of the current registration statements and federal securities","page_number":32,"box":{"x":92,"y":690,"width":816,"height":13}},{"id":"57d8ad02-7022-4a11-9b11-96b1dff2f46a","block_type":"box","text":"laws and regulations thereunder.","page_number":32,"box":{"x":92,"y":705,"width":227,"height":13}},{"id":"4e55d9a8-2dfa-4eca-b4b0-8e0cb6f1c74c","block_type":"box","text":"•","page_number":32,"box":{"x":59,"y":729,"width":4,"height":3}},{"id":"a3633228-a936-46c7-bba8-69bddb55dc21","block_type":"box","text":"Liquidity Metrics:","page_number":32,"box":{"x":92,"y":726,"width":124,"height":12}},{"id":"977d682c-c326-4bed-a75a-3b07eb603be3","block_type":"box","text":"“Liquidity Metrics,” which seek to ascertain the Fund’s liquidity profile under BlackRock’s global","page_number":32,"box":{"x":222,"y":726,"width":667,"height":12}},{"id":"e3472235-98ad-4c88-bbf8-7a7fd634196a","block_type":"box","text":"liquidity risk methodology, include but are not limited to: (a) disclosure regarding the number of days needed to","page_number":32,"box":{"x":92,"y":741,"width":782,"height":12}},{"id":"f69dd188-cfd9-49b4-b1ec-f74aa1d4fb21","block_type":"box","text":"liquidate a portfolio or the portfolio’s underlying investments; and (b) the percentage of the Fund’s NAV invested in a","page_number":32,"box":{"x":92,"y":756,"width":815,"height":12}},{"id":"a84f760c-152d-4460-813d-aff08c0e2a30","block_type":"box","text":"particular liquidity tier under BlackRock’s global liquidity risk methodology. The dissemination of position-level liquidity","page_number":32,"box":{"x":92,"y":771,"width":832,"height":12}},{"id":"1758f24e-d14a-4b3f-8940-35046a865ad9","block_type":"box","text":"metrics data and any non-public regulatory data pursuant to the Liquidity Rule (including SEC liquidity tiering) is not","page_number":32,"box":{"x":92,"y":786,"width":815,"height":12}},{"id":"3815ef7f-44d1-45cb-a946-7e81c1ca95ef","block_type":"box","text":"permitted unless pre-approved. Disclosure of portfolio-level liquidity metrics prior to 60 calendar days after calendar","page_number":32,"box":{"x":92,"y":801,"width":814,"height":12}},{"id":"ce8b491e-7bbb-46e1-9a25-9c7ead7cd13d","block_type":"box","text":"quarter-end requires a non-disclosure or confidentiality agreement and approval of the Trust’s Chief Compliance Officer.","page_number":32,"box":{"x":92,"y":816,"width":841,"height":13}},{"id":"6dbbc3b0-05dc-4bbb-9884-1da7380ad6b7","block_type":"box","text":"Portfolio-level liquidity metrics disclosure subsequent to 60 calendar days after calendar quarter-end requires the","page_number":32,"box":{"x":92,"y":831,"width":792,"height":13}},{"id":"aafba638-88a1-47d2-8722-01d062e4b574","block_type":"box","text":"approval of portfolio management and must be disclosed to all parties requesting the information if disclosed to any","page_number":32,"box":{"x":92,"y":846,"width":814,"height":13}},{"id":"32809eda-72fb-45eb-b035-790c8e2e2c6c","block_type":"box","text":"party.","page_number":32,"box":{"x":92,"y":863,"width":37,"height":11}},{"id":"db48d80c-6b08-4413-a5a9-00a71ec1118a","block_type":"box","text":"18","page_number":32,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"3d16ee64-9c71-4907-8a58-d8bb204e349b","block_type":"box","text":"The Trust’s Chief Compliance Officer or his delegate may authorize disclosure of portfolio holdings information pursuant to","page_number":33,"box":{"x":59,"y":67,"width":862,"height":12}},{"id":"a09de087-8f0a-4c8c-b1d7-42e17ec29429","block_type":"box","text":"the above policy and procedures, subject to restrictions on selective disclosure imposed by applicable law. The Board reviews","page_number":33,"box":{"x":59,"y":82,"width":873,"height":12}},{"id":"04aa1737-e5e5-4cec-b7a6-1bd6f0ab3f7a","block_type":"box","text":"the policy and procedures for disclosure of portfolio holdings information at least annually.","page_number":33,"box":{"x":59,"y":97,"width":634,"height":12}},{"id":"e1021f5d-012d-4c9f-9fa8-09c49852d2d0","block_type":"box","text":"Construction and Maintenance of the Underlying","page_number":33,"box":{"x":60,"y":128,"width":822,"height":29}},{"id":"c4569a3c-4684-4940-8c76-b0ba5b274a60","block_type":"box","text":"Index","page_number":33,"box":{"x":62,"y":158,"width":89,"height":23}},{"id":"c64aea19-f0a8-49e3-b11e-cf0feb01f762","block_type":"box","text":"A description of the Fund’s Underlying Index is provided below.","page_number":33,"box":{"x":59,"y":199,"width":441,"height":12}},{"id":"15da903b-274c-40a3-8f8f-9a95097f7b9e","block_type":"box","text":"With respect to certain underlying indexes of the iShares funds, BFA or its affiliates have held discussions with the applicable","page_number":33,"box":{"x":59,"y":225,"width":870,"height":13}},{"id":"cde65afb-f64a-4814-8d51-a41475083578","block_type":"box","text":"index provider regarding their business interest in licensing an index to track a particular market segment and conveyed","page_number":33,"box":{"x":60,"y":240,"width":837,"height":13}},{"id":"74ae9ad5-58aa-4ca4-ab6c-37c362b4903f","block_type":"box","text":"investment concepts and strategies that could be considered for the index. The index provider designed and constituted such","page_number":33,"box":{"x":60,"y":256,"width":877,"height":12}},{"id":"64eaf8c7-f842-44f5-8e4e-45c8978284be","block_type":"box","text":"indices using concepts conveyed by BFA or its affiliates. For certain of these indices, the relevant fund may be the first or sole","page_number":33,"box":{"x":60,"y":271,"width":870,"height":12}},{"id":"9df7a1ea-7cf6-417e-b2dd-febd5aabf04f","block_type":"box","text":"user of the underlying index. In its sole discretion, the index provider determines the composition of the securities and other","page_number":33,"box":{"x":60,"y":286,"width":868,"height":12}},{"id":"29b6d159-134d-43b3-b30b-2553f20aab45","block_type":"box","text":"instruments in such underlying index, the rebalance protocols of the underlying index, the weightings of the securities and","page_number":33,"box":{"x":60,"y":301,"width":857,"height":12}},{"id":"c433217a-2ef7-4d41-80d7-50d124280593","block_type":"box","text":"other instruments in the underlying index, and any updates to the methodology. From time to time, BFA or its affiliates may","page_number":33,"box":{"x":59,"y":316,"width":864,"height":12}},{"id":"8bfb30f1-3ce6-47a6-80e5-3c3a26165589","block_type":"box","text":"also provide input relating to possible methodology changes of such underlying index pursuant to the index provider’s","page_number":33,"box":{"x":59,"y":331,"width":829,"height":13}},{"id":"bac5872c-3196-4422-a104-df64ab1e8555","block_type":"box","text":"consultation process or pursuant to other communications with the index provider.","page_number":33,"box":{"x":59,"y":346,"width":583,"height":13}},{"id":"1dcc767c-bfe6-4e33-886a-0dfcb725c17a","block_type":"box","text":"S&P GSCI Dynamic Roll (USD) Total Return Index","page_number":33,"box":{"x":59,"y":373,"width":353,"height":12}},{"id":"35297ff5-ee49-4d1d-8d12-14b35868fc08","block_type":"box","text":"Number of Components: approximately 24 (reviewed annually)","page_number":33,"box":{"x":60,"y":399,"width":456,"height":13}},{"id":"3803b40c-12a9-4b2c-b3bd-e2e92d365365","block_type":"box","text":"Index Description.","page_number":33,"box":{"x":60,"y":426,"width":130,"height":12}},{"id":"abe73708-1eb8-4975-b274-52a2dbedc2c9","block_type":"box","text":"The S&P GSCI Dynamic Roll (USD) Total Return Index is a commodity index that utilizes a more flexible","page_number":33,"box":{"x":195,"y":426,"width":720,"height":12}},{"id":"5579eb36-a018-4fa6-982c-321c36afeb6d","block_type":"box","text":"monthly futures contract rolling strategy (to determine the new futures contract months for the underlying commodities)","page_number":33,"box":{"x":60,"y":441,"width":851,"height":12}},{"id":"5a34d2c8-753d-45fa-962d-25e863d4f25e","block_type":"box","text":"than the liquidity focused S&P GSCI. At each roll determination date, the dynamic roll algorithm (“DRA”) measures the","page_number":33,"box":{"x":59,"y":456,"width":828,"height":12}},{"id":"83330d3d-8612-4185-912f-4f8aea2d2eab","block_type":"box","text":"current shape of the forward curves of the Index’s designated eligible futures contract prices for each commodity listed in the","page_number":33,"box":{"x":59,"y":471,"width":879,"height":12}},{"id":"3faa81ce-927b-49d4-a10a-7270db6e3088","block_type":"box","text":"respective dynamic roll matrices. The contract rolling strategy is optimized based on the implied roll yields and the dynamic","page_number":33,"box":{"x":60,"y":486,"width":862,"height":12}},{"id":"ef7e50c1-b1f6-4d36-9340-311c3ed99a40","block_type":"box","text":"roll parity principle, with specific rank orders assigned to each of the S&P GSCI commodities.","page_number":33,"box":{"x":60,"y":501,"width":647,"height":13}},{"id":"af5c0d37-f535-410a-aa35-868d1b1f3d9d","block_type":"box","text":"The S&P GSCI roll schedule is limited to the most liquid nearby contract months, whereas the S&P GSCI Dynamic Roll Matrix","page_number":33,"box":{"x":59,"y":528,"width":871,"height":12}},{"id":"f9253298-0e84-49d7-a784-dbfb8b35479d","block_type":"box","text":"use a systematic methodology to search for the contract months with the largest roll yield for each commodity along the","page_number":33,"box":{"x":60,"y":543,"width":846,"height":12}},{"id":"03cc39c1-8cbe-4c8a-9c8d-090c3f1d3105","block_type":"box","text":"curve to roll into, subject to buffers and to using only the most liquid of all available contracts of a given commodity. When","page_number":33,"box":{"x":59,"y":558,"width":857,"height":12}},{"id":"00180ff9-aaf0-42c7-9340-46d036bd95d6","block_type":"box","text":"the futures curve for a given commodity is in a general state of contango, the S&P GSCI Dynamic Roll methodology will","page_number":33,"box":{"x":59,"y":573,"width":834,"height":12}},{"id":"5d8bb796-f804-42ad-98f2-7d514565448f","block_type":"box","text":"generally use futures contracts months that are further out on the futures curve, with the intention of minimizing the effects","page_number":33,"box":{"x":59,"y":588,"width":869,"height":13}},{"id":"af00f512-394f-4388-ae0b-695edd2d28b8","block_type":"box","text":"of negative roll yields. When the futures curve for a given commodity is in a general state of backwardation, the nature of the","page_number":33,"box":{"x":59,"y":603,"width":874,"height":13}},{"id":"bf93aa73-e719-49f7-9135-80a5ad86d729","block_type":"box","text":"S&P GSCI Dynamic Roll methodology, the Index is to generally use nearby futures contracts.","page_number":33,"box":{"x":59,"y":618,"width":643,"height":13}},{"id":"3e7dd1b6-c4ed-41dc-a1df-95dd962686cf","block_type":"box","text":"Index Methodology.","page_number":33,"box":{"x":60,"y":645,"width":143,"height":12}},{"id":"3ce46d4e-0b22-4ef5-80ac-0111bd6ee420","block_type":"box","text":"Based on the closing values on the roll determination date, the DRA(k) algorithms are run for each of","page_number":33,"box":{"x":209,"y":645,"width":708,"height":12}},{"id":"8058487c-12ff-4a9d-bfcb-b93c72ae9341","block_type":"box","text":"the commodities included in the S&P GSCI, based on the respective rank orders of the commodities. The “Dynamic Roll”","page_number":33,"box":{"x":59,"y":660,"width":842,"height":12}},{"id":"a680f424-9274-44a4-b4f0-8a9fd95bfeb8","block_type":"box","text":"selections of all the S&P GSCI commodities are assembled into the Monthly Dynamic Roll Schedule (see below). The Monthly","page_number":33,"box":{"x":59,"y":675,"width":877,"height":12}},{"id":"3ced6843-7725-4867-ba60-72e9d895da3e","block_type":"box","text":"Dynamic Roll Schedule is applied to the S&P GSCI Dynamic Roll calculations at the beginning of the S&P GSCI Roll Period. For","page_number":33,"box":{"x":60,"y":690,"width":875,"height":13}},{"id":"843c6222-b8e2-4b86-b269-c37fd4b491e6","block_type":"box","text":"a given S&P GSCI commodity, the roll schedule follows the S&P GSCI roll schedule;","page_number":33,"box":{"x":59,"y":705,"width":576,"height":13}},{"id":"7b3a50a8-24e3-4cb8-a185-b8d76e424098","block_type":"box","text":"i.e","page_number":33,"box":{"x":640,"y":706,"width":15,"height":9}},{"id":"fdd04653-7988-446c-983e-d18a89eb4e86","block_type":"box","text":"., there is no need to perform the","page_number":33,"box":{"x":657,"y":705,"width":229,"height":13}},{"id":"21115476-5b0c-492a-b17d-ff1f24fcd308","block_type":"box","text":"monthly Dynamic Roll Selection Process for those commodities on the months in which the S&P GSCI roll schedule uses the","page_number":33,"box":{"x":60,"y":720,"width":868,"height":13}},{"id":"d2a33453-cae6-44ea-bb89-8c32fa5a4035","block_type":"box","text":"same contracts as in the prior month.","page_number":33,"box":{"x":59,"y":736,"width":263,"height":12}},{"id":"7a3bfc05-f08d-4a31-9a22-210a09747447","block_type":"box","text":"1.","page_number":33,"box":{"x":100,"y":756,"width":9,"height":9}},{"id":"a0db9e69-e989-4c57-b10f-36ce365d5d4f","block_type":"box","text":"Rank the Contract Months from best to worst, based on their implied roll yields","page_number":33,"box":{"x":122,"y":756,"width":550,"height":12}},{"id":"475d0d94-f3aa-4314-8ca7-d3fab642e309","block_type":"box","text":". The Contract Months are ranked","page_number":33,"box":{"x":673,"y":756,"width":235,"height":9}},{"id":"aa99b879-7fe0-4740-acec-3b9321d180eb","block_type":"box","text":"based on their implied roll yields, with the best candidate for the new Rolled-in Contract Month being that having","page_number":33,"box":{"x":123,"y":771,"width":792,"height":12}},{"id":"d26b244b-03a0-4dbe-9ea2-5e4d58a5c3cf","block_type":"box","text":"the largest implied roll yield, and the next best candidate being that having the second largest implied roll yield, and","page_number":33,"box":{"x":122,"y":786,"width":809,"height":12}},{"id":"b2f43130-b21d-4e33-a9a7-4ef5329bca7e","block_type":"box","text":"so on.","page_number":33,"box":{"x":123,"y":804,"width":41,"height":7}},{"id":"af513a64-64a1-4dc8-8867-8b0901a93131","block_type":"box","text":"2.","page_number":33,"box":{"x":99,"y":822,"width":11,"height":9}},{"id":"abd83c97-4a42-4783-81d4-c3193bfd6af3","block_type":"box","text":"Create the Optimum Set of Contract Months based on the Rank Order of the Commodity.","page_number":33,"box":{"x":123,"y":821,"width":620,"height":13}},{"id":"c31831f4-47e0-4a4e-94b5-7f15359af89e","block_type":"box","text":"Select the first k Contract","page_number":33,"box":{"x":748,"y":821,"width":177,"height":10}},{"id":"2e1848a8-bf8f-4ff5-90f3-f6edd1d5b66b","block_type":"box","text":"Months based on their rankings, where k is the Rank Order of the given commodity and create the Optimum Set of","page_number":33,"box":{"x":123,"y":836,"width":806,"height":13}},{"id":"191dd3c8-cf03-43fa-ab19-0a72c4c670b6","block_type":"box","text":"Contracts for that commodity.","page_number":33,"box":{"x":123,"y":851,"width":210,"height":13}},{"id":"12589b31-39a4-4a9d-a5fb-72b3327cc704","block_type":"box","text":"3.","page_number":33,"box":{"x":98,"y":872,"width":11,"height":9}},{"id":"431487ed-55a8-4a53-850e-7c847a0ce513","block_type":"box","text":"Apply the Dynamic Roll Parity Principle.","page_number":33,"box":{"x":121,"y":872,"width":274,"height":12}},{"id":"75656dc5-be64-490e-bb94-7a93a7b21b15","block_type":"box","text":"For a given commodity, if the Rolled-out Contract is included in the","page_number":33,"box":{"x":402,"y":872,"width":467,"height":12}},{"id":"8bc5ca1f-bfe4-4dbb-a54a-d46c937617c3","block_type":"box","text":"Optimum Set of Contract Months, continue to use the same contract month as the Rolled-in Contract for the","page_number":33,"box":{"x":123,"y":887,"width":763,"height":12}},{"id":"38705b52-fc09-4f24-87b4-faab3ce6523c","block_type":"box","text":"19","page_number":33,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"ba0cc2e0-1ee2-4d80-a504-ae50a50ebfee","block_type":"box","text":"current month; otherwise, choose the first ranked contract month in the Optimum Set of Contract Months to be the","page_number":34,"box":{"x":123,"y":67,"width":812,"height":12}},{"id":"7e5d78ae-151c-4a17-a0ae-91bf4238bf5c","block_type":"box","text":"new Rolled-in Contract for the current month.","page_number":34,"box":{"x":123,"y":82,"width":321,"height":9}},{"id":"7b17c6bb-6bae-48de-9adb-d6e5e552834c","block_type":"box","text":"4.","page_number":34,"box":{"x":98,"y":102,"width":12,"height":10}},{"id":"73441bd2-2d9a-4e34-ae98-6cc72485234a","block_type":"box","text":"Assemble the New Rolled-in Contract Months.","page_number":34,"box":{"x":121,"y":102,"width":323,"height":10}},{"id":"018ab5e8-3c04-4790-a70e-68bafcc3ccbd","block_type":"box","text":"S&P Dow Jones Indices creates a Monthly Dynamic Roll Schedule of","page_number":34,"box":{"x":449,"y":102,"width":475,"height":12}},{"id":"fbb59438-475a-4528-ab7d-d97b5abe710d","block_type":"box","text":"the S&P GSCI DR by assembling all the new Rolled-in Contract Months for all the S&P GSCI Commodities. This set of","page_number":34,"box":{"x":122,"y":117,"width":816,"height":12}},{"id":"e1dbc97f-dd7f-4aa1-9382-dfa5694a9ddd","block_type":"box","text":"Contract Months is effective for the upcoming monthly Roll Period, from the fifth (5th) business day to the ninth","page_number":34,"box":{"x":123,"y":132,"width":785,"height":12}},{"id":"688acf23-9770-425f-8889-b09c9467e2b8","block_type":"box","text":"(9th) business day.","page_number":34,"box":{"x":123,"y":147,"width":131,"height":13}},{"id":"667ec04f-6e18-415f-b99b-b5f8cefbbd19","block_type":"box","text":"The Rank Orders of the S&P GSCI Commodities. Rank orders are reviewed annually. Rank order descriptions are as follows:","page_number":34,"box":{"x":59,"y":174,"width":857,"height":12}},{"id":"8739bc8b-7b6c-4972-996d-821de9baded7","block_type":"box","text":"• Rank Order of 1 – Use the DRA(1) Algorithm, with the Optimum Set of Contracts consisting of only the top one","page_number":34,"box":{"x":92,"y":194,"width":812,"height":12}},{"id":"cf610de0-52fd-4bd8-a7b9-f2702245c650","block_type":"box","text":"contract","page_number":34,"box":{"x":124,"y":210,"width":58,"height":9}},{"id":"55a570e5-74c5-4f54-8db5-23dd4a329112","block_type":"box","text":"• Rank Order of 2 – Use the DRA(2) Algorithm, with the Optimum Set of Contracts consisting of the top two ranked","page_number":34,"box":{"x":92,"y":229,"width":830,"height":12}},{"id":"cd3d224b-ec6e-4791-ba10-a10b87fe0f55","block_type":"box","text":"contracts","page_number":34,"box":{"x":124,"y":246,"width":65,"height":8}},{"id":"3b1f2c8d-3ed4-427f-b179-e3e281693ba5","block_type":"box","text":"• Rank Order of 3 – Use the DRA(3) Algorithm, with the Optimum Set of Contracts consisting of the top three ranked","page_number":34,"box":{"x":92,"y":264,"width":840,"height":13}},{"id":"edb67f8a-8a1b-4dbb-a97d-ca47b79c2119","block_type":"box","text":"contracts","page_number":34,"box":{"x":124,"y":281,"width":65,"height":8}},{"id":"a0eaad3a-7ff7-44f8-a99b-970fea18669c","block_type":"box","text":"• Rank Order of 4 – Use the DRA(4) Algorithm, with the Optimum Set of Contracts consisting of the top four ranked","page_number":34,"box":{"x":92,"y":300,"width":832,"height":12}},{"id":"206b80cd-d153-4006-8fd6-0f7627eeb245","block_type":"box","text":"contracts","page_number":34,"box":{"x":124,"y":316,"width":65,"height":9}},{"id":"eb87a061-c55c-46f8-8442-bb9360e1b668","block_type":"box","text":"The Dynamic Roll Matrices of the S&P GSCI Commodities; The Dynamic Roll Matrix of a given commodity is a listing of all","page_number":34,"box":{"x":59,"y":341,"width":852,"height":13}},{"id":"1684625b-d08b-43da-b04c-a98f7ac65bf9","block_type":"box","text":"eligible contract months for that commodity, on a month by month basis. The eligible contract months are determined based","page_number":34,"box":{"x":59,"y":356,"width":877,"height":13}},{"id":"302b5c86-5493-4dc3-9452-07dc9c7397eb","block_type":"box","text":"on the liquidity profile measured by open interest and volume, which are verified annually.","page_number":34,"box":{"x":59,"y":371,"width":628,"height":13}},{"id":"4e1c31f7-9165-4db1-989d-88d5f0609b23","block_type":"box","text":"Investment Policies","page_number":34,"box":{"x":62,"y":402,"width":318,"height":24}},{"id":"1116e73b-1d78-4489-a03b-eebc9d3ee228","block_type":"box","text":"The Board has adopted as fundamental policies the following numbered investment policies, which cannot be changed","page_number":34,"box":{"x":59,"y":437,"width":834,"height":12}},{"id":"59e2a6cb-7385-42de-9965-d131395a6d88","block_type":"box","text":"without the approval of the holders of a majority of the Fund’s outstanding voting securities. A vote of a majority of the","page_number":34,"box":{"x":59,"y":452,"width":835,"height":12}},{"id":"655af4d8-4e82-4ab8-ad3c-c81dad588c4c","block_type":"box","text":"outstanding voting securities of the Fund is defined in the Investment Company Act as the lesser of (i) 67% or more of the","page_number":34,"box":{"x":59,"y":467,"width":856,"height":13}},{"id":"94ee07aa-6e55-4891-a0e5-438132d530b1","block_type":"box","text":"voting securities present at a shareholder meeting, if the holders of more than 50% of the outstanding voting securities of","page_number":34,"box":{"x":59,"y":482,"width":855,"height":13}},{"id":"6116e0fb-7995-429e-b2e1-503f1defe8cc","block_type":"box","text":"the Fund are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities of the Fund.The","page_number":34,"box":{"x":59,"y":497,"width":842,"height":13}},{"id":"76a1759d-65e8-4617-9258-2ac1ba48878a","block_type":"box","text":"Fund has also adopted certain non-fundamental investment policies, including its investment objective. Non-fundamental","page_number":34,"box":{"x":60,"y":513,"width":853,"height":12}},{"id":"3207d0b5-401d-4ee1-84f1-4c92d2b7ecb2","block_type":"box","text":"investment policies may be changed by the Board without shareholder approval. Therefore, the Fund may change its","page_number":34,"box":{"x":60,"y":528,"width":813,"height":12}},{"id":"b7f71b23-c4b5-477d-8d9b-aa8a3a0550d6","block_type":"box","text":"investment objective without shareholder approval.","page_number":34,"box":{"x":60,"y":543,"width":357,"height":12}},{"id":"f2ed51be-1466-4eca-85e9-83711ad5295f","block_type":"box","text":"Fundamental Investment Policies","page_number":34,"box":{"x":60,"y":569,"width":237,"height":10}},{"id":"b837c697-3ef6-4ee5-bd82-e3f29b416e50","block_type":"box","text":"The Fund may not:","page_number":34,"box":{"x":59,"y":589,"width":131,"height":13}},{"id":"cedf71ba-460c-4326-8e86-46b4637e8130","block_type":"box","text":"1. Concentrate its investments in a particular industry, as that term is used in the Investment Company Act , provided that","page_number":34,"box":{"x":61,"y":610,"width":872,"height":12}},{"id":"7f14aa40-452c-4c45-b160-6c8ec1d98a3c","block_type":"box","text":"the Fund will cause 25% or more of its total assets at the time of purchase to be invested in (i) equity securities issued","page_number":34,"box":{"x":98,"y":625,"width":826,"height":12}},{"id":"b7c0c651-7288-4ebc-8c77-9ba7a38929a2","block_type":"box","text":"by commodity-related companies, derivatives with exposure to commodity-related companies or investments in","page_number":34,"box":{"x":99,"y":640,"width":785,"height":12}},{"id":"a4e8589b-dd2d-48fe-af2e-e84da6da7076","block_type":"box","text":"securities and derivatives linked to the underlying price movement of commodities, including but not limited to","page_number":34,"box":{"x":98,"y":655,"width":778,"height":12}},{"id":"13c83307-3063-40e4-97fd-3aa281f1cfad","block_type":"box","text":"commodity-linked derivatives such as commodity-linked notes, commodity futures, forward contracts and swaps and","page_number":34,"box":{"x":98,"y":670,"width":826,"height":12}},{"id":"d936da7b-9037-41bc-899b-cdf1f5c4ae36","block_type":"box","text":"other similar derivative instruments and investment vehicles that invest in commodities, or commodity-linked","page_number":34,"box":{"x":98,"y":685,"width":767,"height":13}},{"id":"fb9896ee-1df0-472e-bc9d-3c1e39659aff","block_type":"box","text":"derivatives, and (ii) the industry or group of industries that constitutes the energy sector.","page_number":34,"box":{"x":98,"y":700,"width":620,"height":13}},{"id":"7fdcbdb1-f14c-47c7-80df-532500aa906e","block_type":"box","text":"2. Borrow money, except as permitted under the Investment Company Act.","page_number":34,"box":{"x":59,"y":720,"width":545,"height":13}},{"id":"fdd54bbe-a557-4722-be41-d8bc863e70d3","block_type":"box","text":"3. Issue senior securities to the extent such issuance would violate the Investment Company Act.","page_number":34,"box":{"x":59,"y":741,"width":699,"height":12}},{"id":"fea11e23-fd08-4735-b21c-8dd91244e515","block_type":"box","text":"4. Purchase or hold real estate, except the Fund may purchase and hold securities or other instruments that are secured","page_number":34,"box":{"x":59,"y":761,"width":861,"height":12}},{"id":"488530ca-95a9-44d4-919f-f516ea9742e6","block_type":"box","text":"by, or linked to, real estate or interests therein, securities of real estate investment trusts, mortgage-related securities","page_number":34,"box":{"x":99,"y":776,"width":814,"height":12}},{"id":"ef2d28ec-fbef-4b2f-9906-9e5392e8b037","block_type":"box","text":"and securities of issuers engaged in the real estate business, and the Fund may purchase and hold real estate as a result","page_number":34,"box":{"x":98,"y":791,"width":840,"height":12}},{"id":"7b6890ae-baf7-4758-a95a-af7fd4943e7f","block_type":"box","text":"of the ownership of securities or other instruments.","page_number":34,"box":{"x":98,"y":806,"width":360,"height":12}},{"id":"d2ad590f-1b9f-4439-b34a-f8cb532d6ece","block_type":"box","text":"5. Underwrite securities issued by others, except to the extent that the sale of portfolio securities by the Fund may be","page_number":34,"box":{"x":59,"y":826,"width":840,"height":13}},{"id":"ce8d4d2c-b6d3-4e79-b184-4824319ff3db","block_type":"box","text":"deemed to be an underwriting or as otherwise permitted by applicable law.","page_number":34,"box":{"x":98,"y":841,"width":524,"height":13}},{"id":"45a81888-8a1c-404b-afc9-67683dd2075d","block_type":"box","text":"6. Purchase or sell commodities or commodity contracts, except as permitted by the Investment Company Act.","page_number":34,"box":{"x":59,"y":862,"width":799,"height":12}},{"id":"78309a2a-ddcf-411f-8dde-0ca84722387b","block_type":"box","text":"7. Make loans to the extent prohibited by the Investment Company Act.","page_number":34,"box":{"x":59,"y":882,"width":521,"height":12}},{"id":"4ded7e63-dbfa-4014-8320-57a09b1bf65f","block_type":"box","text":"20","page_number":34,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"89116f0b-9123-4c0f-a89b-5fdd8c0cc758","block_type":"box","text":"Notations Regarding the Fund’s Fundamental Investment Policies","page_number":35,"box":{"x":59,"y":67,"width":475,"height":12}},{"id":"f5932871-b38c-4650-9cf3-a2d78089f582","block_type":"box","text":"The following notations are not considered to be part of the Fund’s fundamental investment policies and are subject to","page_number":35,"box":{"x":59,"y":93,"width":832,"height":12}},{"id":"b861f7bb-ab5a-4c4b-92e6-48339d13a7c8","block_type":"box","text":"change without shareholder approval.","page_number":35,"box":{"x":59,"y":108,"width":265,"height":13}},{"id":"7bd8829d-b8dd-4017-9daa-315adc953b33","block_type":"box","text":"With respect to the fundamental policy relating to concentration set forth in (1) above, the Investment Company Act does","page_number":35,"box":{"x":59,"y":135,"width":853,"height":12}},{"id":"55585727-9657-4c3c-986c-943ae6fee7b0","block_type":"box","text":"not define what constitutes “concentration” in an industry. The SEC staff has taken the position that investment of 25% or","page_number":35,"box":{"x":60,"y":150,"width":854,"height":12}},{"id":"6f40b592-aa3a-4a32-aff8-3963581bcf8c","block_type":"box","text":"more of a fund’s total assets in one or more issuers conducting their principal activities in the same industry or group of","page_number":35,"box":{"x":60,"y":165,"width":840,"height":12}},{"id":"86d0f170-6d98-4386-b8d9-f5b0e3111be9","block_type":"box","text":"industries constitutes concentration. The Fund will look to the reference asset underlying any derivative, including a","page_number":35,"box":{"x":60,"y":180,"width":808,"height":12}},{"id":"c22b4574-29c9-49ee-846c-6fc69d5a4358","block_type":"box","text":"participation note, when determining its industry classifications. For purposes of this limitation, the Fund will generally value","page_number":35,"box":{"x":59,"y":195,"width":870,"height":12}},{"id":"b5f0f8cc-1c1e-4ca0-b6f9-444eb0f3d7b0","block_type":"box","text":"derivative instruments at their notional value. It is possible that interpretations of concentration could change in the future.","page_number":35,"box":{"x":59,"y":210,"width":860,"height":13}},{"id":"5f344931-c0aa-4c9f-807b-a10143df4226","block_type":"box","text":"The policy in (1) above will be interpreted to refer to concentration as that term may be interpreted from time to time. The","page_number":35,"box":{"x":59,"y":225,"width":856,"height":13}},{"id":"129c0e07-e415-4f34-bc7d-9191f9b8b0a2","block_type":"box","text":"policy also will be interpreted to permit investment without limit in the following: securities of the U.S. government and its","page_number":35,"box":{"x":59,"y":240,"width":853,"height":13}},{"id":"bf46406b-a375-4310-a463-e153b4823753","block_type":"box","text":"agencies or instrumentalities; securities of state, territory, possession or municipal governments and their authorities,","page_number":35,"box":{"x":59,"y":256,"width":821,"height":12}},{"id":"6b17a872-fa01-4e09-8aef-fcb2a3b84cfe","block_type":"box","text":"agencies, instrumentalities or political subdivisions; and repurchase agreements collateralized by any such obligations.","page_number":35,"box":{"x":59,"y":271,"width":827,"height":12}},{"id":"ed355995-be5c-4c5a-8c69-5b7a08477203","block_type":"box","text":"Accordingly, issuers of the foregoing securities will not be considered to be members of any industry. There also will be no","page_number":35,"box":{"x":59,"y":286,"width":854,"height":12}},{"id":"0fee7ae2-ff67-4ab9-a256-d92c3ed08674","block_type":"box","text":"limit on investment in issuers domiciled in a single jurisdiction or country. Finance companies will be considered to be in the","page_number":35,"box":{"x":60,"y":301,"width":866,"height":12}},{"id":"1a61accb-cb93-467f-a6c4-7d319891a0ba","block_type":"box","text":"industries of their parents if their activities are primarily related to financing the activities of the parents. Each foreign","page_number":35,"box":{"x":60,"y":316,"width":815,"height":12}},{"id":"3137946b-37af-404e-95ab-26b0afa8afdb","block_type":"box","text":"government will be considered to be a member of a separate industry. With respect to the Fund’s industry classifications, the","page_number":35,"box":{"x":59,"y":331,"width":873,"height":13}},{"id":"93c33959-72a2-4bae-9f93-3bbfb5cf095b","block_type":"box","text":"Fund currently utilizes any one or more of the industry sub-classifications used by one or more widely recognized market","page_number":35,"box":{"x":60,"y":346,"width":845,"height":13}},{"id":"b37acbbd-6e57-461e-9878-06473dc53090","block_type":"box","text":"indexes or rating group indexes, and/or as defined by Fund management. The policy also will be interpreted to give broad","page_number":35,"box":{"x":60,"y":361,"width":851,"height":13}},{"id":"21f7447c-8957-4764-a414-66db1d501ed3","block_type":"box","text":"authority to the Fund as to how to classify issuers within or among industries.","page_number":35,"box":{"x":59,"y":377,"width":545,"height":12}},{"id":"c414e464-de36-45ca-bf44-1b0e9706d850","block_type":"box","text":"With respect to the fundamental policy relating to borrowing money set forth in (2) above, the Investment Company Act","page_number":35,"box":{"x":59,"y":403,"width":843,"height":12}},{"id":"a3fd5822-451c-4660-a706-34d0f840cb9b","block_type":"box","text":"permits the Fund to borrow money in amounts of up to one-third of the Fund’s total assets from banks for any purpose, and","page_number":35,"box":{"x":59,"y":418,"width":871,"height":12}},{"id":"1ef23a4b-47ea-450f-9882-b1f82da85171","block_type":"box","text":"to borrow up to 5% of the Fund’s total assets from banks or other lenders for temporary purposes. (The Fund’s total assets","page_number":35,"box":{"x":59,"y":433,"width":863,"height":13}},{"id":"22ff7a0a-7430-4a71-875b-cce5de5cd208","block_type":"box","text":"include the amounts being borrowed.) To limit the risks attendant to borrowing, the Investment Company Act requires the","page_number":35,"box":{"x":60,"y":448,"width":855,"height":13}},{"id":"7d43118f-22d7-48eb-88cf-006c7fd14832","block_type":"box","text":"Fund to maintain at all times an “asset coverage” of at least 300% of the amount of its borrowings. Asset coverage means","page_number":35,"box":{"x":60,"y":463,"width":854,"height":13}},{"id":"65e48267-96c7-4053-8926-6d1790597338","block_type":"box","text":"the ratio that the value of the Fund’s total assets (including amounts borrowed), minus liabilities other than borrowings,","page_number":35,"box":{"x":59,"y":479,"width":840,"height":12}},{"id":"b1028484-e505-4768-84d1-bb8a57ef30f1","block_type":"box","text":"bears to the aggregate amount of all borrowings. Borrowing money to increase portfolio holdings is known as “leveraging.”","page_number":35,"box":{"x":60,"y":494,"width":862,"height":12}},{"id":"cea94121-111a-4382-97dc-9979148c86ef","block_type":"box","text":"Certain trading practices and investments, such as reverse repurchase agreements, may be considered to be borrowings or","page_number":35,"box":{"x":59,"y":509,"width":860,"height":12}},{"id":"0ee993f9-7160-463e-b4e1-793c5b4ffa2b","block_type":"box","text":"involve leverage and thus are subject to the Investment Company Act restrictions. In accordance with Rule 18f-4 under the","page_number":35,"box":{"x":60,"y":524,"width":857,"height":12}},{"id":"e100af4e-2de2-4a64-8414-5e571457ff6d","block_type":"box","text":"Investment Company Act, when the Fund engages in reverse repurchase agreements and similar financing transactions, the","page_number":35,"box":{"x":60,"y":539,"width":867,"height":12}},{"id":"64632e09-ee63-4abc-a762-ac29b343e888","block_type":"box","text":"Fund may either (i) maintain asset coverage of at least 300% with respect to such transactions and any other borrowings in","page_number":35,"box":{"x":60,"y":554,"width":865,"height":13}},{"id":"adfd2226-cab5-4d8c-9a45-3107d211de6f","block_type":"box","text":"the aggregate, or (ii) treat such transactions as “derivatives transactions” and comply with Rule 18f-4 with respect to such","page_number":35,"box":{"x":59,"y":569,"width":855,"height":13}},{"id":"088bc459-41c7-4e6c-b58a-6a061a77e812","block_type":"box","text":"transactions. Short-term credits necessary for the settlement of securities transactions and arrangements with respect to","page_number":35,"box":{"x":59,"y":584,"width":848,"height":13}},{"id":"d773eff6-1667-4573-a0c2-040665c66a16","block_type":"box","text":"securities lending will not be considered to be borrowings under the policy. Practices and investments that may involve","page_number":35,"box":{"x":59,"y":600,"width":831,"height":12}},{"id":"2bc02668-9c0d-4e30-bc4e-9b9559c8879c","block_type":"box","text":"leverage but are not considered to be borrowings are not subject to the policy.","page_number":35,"box":{"x":60,"y":615,"width":545,"height":12}},{"id":"76d606a4-8603-4dc5-9d1b-5bfae3781f81","block_type":"box","text":"With respect to the fundamental policy relating to underwriting set forth in (5) above, the Investment Company Act does not","page_number":35,"box":{"x":59,"y":641,"width":874,"height":12}},{"id":"e0b87d16-d4b3-46ee-9b76-9cdc00eda125","block_type":"box","text":"prohibit a fund from engaging in the underwriting business or from underwriting the securities of other issuers; in fact, in the","page_number":35,"box":{"x":59,"y":656,"width":876,"height":13}},{"id":"8f2d3371-0091-4b24-918c-18d99b5a6a74","block_type":"box","text":"case of diversified funds, the Investment Company Act permits a fund to have underwriting commitments of up to 25% of its","page_number":35,"box":{"x":59,"y":671,"width":877,"height":13}},{"id":"e200df3b-7e55-4c24-87ce-dfb43b69b9ab","block_type":"box","text":"assets under certain circumstances. Those circumstances currently are that the amount of a fund’s underwriting","page_number":35,"box":{"x":59,"y":686,"width":789,"height":13}},{"id":"5e693f60-8df2-426a-90cd-88939d52f723","block_type":"box","text":"commitments, when added to the value of a fund’s investments in issuers where a fund owns more than 10% of the","page_number":35,"box":{"x":59,"y":702,"width":814,"height":11}},{"id":"0a5113cf-6e63-4f0f-a3d3-9b677f21f787","block_type":"box","text":"outstanding voting securities of those issuers, cannot exceed the 25% cap. A fund engaging in transactions involving the","page_number":35,"box":{"x":59,"y":717,"width":847,"height":12}},{"id":"c7bf30b2-dbe3-47f4-95b6-9ff900859934","block_type":"box","text":"acquisition or disposition of portfolio securities may be considered to be an underwriter under the 1933 Act. Although it is","page_number":35,"box":{"x":59,"y":732,"width":855,"height":12}},{"id":"d03a6770-19c7-48d1-835b-f908da574659","block_type":"box","text":"not believed that the application of the 1933 Act provisions described above would cause a fund to be engaged in the","page_number":35,"box":{"x":60,"y":747,"width":821,"height":12}},{"id":"9aa5be02-13b5-470c-8b48-3840dd296eba","block_type":"box","text":"business of underwriting, the policy in (5) above will be interpreted not to prevent a fund from engaging in transactions","page_number":35,"box":{"x":60,"y":762,"width":836,"height":12}},{"id":"82a8d019-5936-412b-8d6c-2523c2f5a5fd","block_type":"box","text":"involving the acquisition or disposition of portfolio securities, regardless of whether a fund may be considered to be an","page_number":35,"box":{"x":60,"y":777,"width":829,"height":13}},{"id":"ab454c59-4358-4617-b1d6-9be31ec8aa52","block_type":"box","text":"underwriter under the 1933 Act or is otherwise engaged in the underwriting business to the extent permitted by applicable","page_number":35,"box":{"x":60,"y":792,"width":860,"height":13}},{"id":"3996a768-2add-4371-94f9-6e24d5586965","block_type":"box","text":"law.","page_number":35,"box":{"x":60,"y":807,"width":25,"height":10}},{"id":"7587cf35-0d19-4c5e-ac9a-dc7bab83b3b8","block_type":"box","text":"With respect to the fundamental policy relating to lending set forth in (7) above, the Investment Company Act does not","page_number":35,"box":{"x":59,"y":834,"width":835,"height":12}},{"id":"45282feb-1ae4-454d-a81e-019896b5c0d5","block_type":"box","text":"prohibit the Fund from making loans (including lending its securities); however, SEC staff interpretations currently prohibit","page_number":35,"box":{"x":59,"y":849,"width":856,"height":12}},{"id":"2215d104-2251-43de-8cea-74be5e35c77d","block_type":"box","text":"funds from lending more than one-third of their total assets (including lending its securities), except through the purchase of","page_number":35,"box":{"x":59,"y":864,"width":878,"height":12}},{"id":"603e56b6-397a-46e1-a3a4-0914d569fbea","block_type":"box","text":"debt obligations or the use of repurchase agreements. In addition, collateral arrangements with respect to options, forward","page_number":35,"box":{"x":59,"y":879,"width":861,"height":13}},{"id":"9d96a1ae-70e8-40f7-8c1d-d0aa9b95d7d7","block_type":"box","text":"21","page_number":35,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"bf9e7e92-8daa-47c1-a415-8d27f5527be0","block_type":"box","text":"currency and futures transactions and other derivative instruments (as applicable), as well as delays in the settlement of","page_number":36,"box":{"x":59,"y":67,"width":842,"height":12}},{"id":"bf73f73b-eb37-4b27-9cbd-eb0750fc1331","block_type":"box","text":"securities transactions, will not be considered loans.","page_number":36,"box":{"x":59,"y":82,"width":363,"height":11}},{"id":"2db92087-878b-48f4-98b5-3dd50cfa30ce","block_type":"box","text":"Non-Fundamental Investment Policies of the Fund","page_number":36,"box":{"x":60,"y":108,"width":360,"height":10}},{"id":"1088eaf7-43e9-48dc-bb5c-ff97d2552ecb","block_type":"box","text":"Under its non-fundamental investment restrictions, which may be changed by the Board without shareholder approval, the","page_number":36,"box":{"x":60,"y":135,"width":859,"height":12}},{"id":"94ab815d-269f-4499-887e-43f06a8c9e90","block_type":"box","text":"Fund may not:","page_number":36,"box":{"x":60,"y":150,"width":99,"height":12}},{"id":"2eac1b5a-a4c5-4387-9688-26fa132f663d","block_type":"box","text":"1. Purchase shares of any registered open-end investment company or registered unit investment trust, in reliance on","page_number":36,"box":{"x":61,"y":170,"width":840,"height":12}},{"id":"2b0c0434-772f-4227-b4ef-82a4cf3e1e46","block_type":"box","text":"Section 12(d)(1)(F) or (G) of the Investment Company Act, at any time the Fund has knowledge that its shares are","page_number":36,"box":{"x":98,"y":185,"width":800,"height":12}},{"id":"51e15c1a-fdc9-472f-a89a-85088471da40","block_type":"box","text":"purchased by another investment company investor in reliance on the provisions of subparagraph (G) of Section","page_number":36,"box":{"x":98,"y":200,"width":786,"height":12}},{"id":"92a5b000-5a00-4eaa-b7e2-911c26e02819","block_type":"box","text":"12(d)(1). The foregoing restriction does not restrict the Fund from acquiring the shares of registered open-end","page_number":36,"box":{"x":100,"y":215,"width":773,"height":13}},{"id":"4c7bb6d0-58a7-40d3-842b-6b9c129a6acc","block_type":"box","text":"investment companies to the extent otherwise permissible under other provisions of the 1940 Act, as interpreted,","page_number":36,"box":{"x":99,"y":230,"width":793,"height":13}},{"id":"a3bea58e-66ed-4828-8940-a85c651dbef6","block_type":"box","text":"modified or otherwise permitted by regulatory authority having jurisdiction, from time to time.","page_number":36,"box":{"x":99,"y":246,"width":659,"height":12}},{"id":"d4505b0a-bf9b-4b13-b8a3-eb80473f1eb5","block_type":"box","text":"2. In accordance with Rule 35d-1 under the 1940 Act, under normal circumstances, invest less than 80% of its net assets,","page_number":36,"box":{"x":59,"y":266,"width":870,"height":11}},{"id":"c0c7ff25-a205-4f51-b204-31497775dcc1","block_type":"box","text":"plus the amount of any borrowings for investment purposes, in components of its Underlying Index.","page_number":36,"box":{"x":98,"y":281,"width":701,"height":12}},{"id":"3484f394-c7d0-450b-8c81-2d87270d0baa","block_type":"box","text":"With respect to (2) above, investments in derivatives and other investments will be counted toward the Fund’s 80%","page_number":36,"box":{"x":59,"y":307,"width":808,"height":13}},{"id":"2946183f-4130-4e86-a2af-e9f206565edb","block_type":"box","text":"investment policy to the extent that they provide exposure to the components of its Underlying Index or exposure to one or","page_number":36,"box":{"x":60,"y":322,"width":864,"height":13}},{"id":"574f9da4-53c6-41e7-9a4d-9a47ab037777","block_type":"box","text":"more market risk factors associated with such components. The Fund’s 80% investment policy may be changed by the Board","page_number":36,"box":{"x":60,"y":337,"width":877,"height":13}},{"id":"7c43d5e1-004e-4df6-ba4c-53990be849ad","block_type":"box","text":"upon 60 days’ notice to shareholders.","page_number":36,"box":{"x":60,"y":353,"width":261,"height":12}},{"id":"56bc1092-1180-4d6b-980b-13878031db15","block_type":"box","text":"Notations Regarding the Fund’s Fundamental and Non-Fundamental Investment Policies","page_number":36,"box":{"x":59,"y":379,"width":644,"height":12}},{"id":"9bfcfac0-a9da-4b4d-963f-a05df318e0f9","block_type":"box","text":"Unless otherwise indicated, all limitations under the Fund’s fundamental or non-fundamental investment restrictions apply","page_number":36,"box":{"x":60,"y":406,"width":860,"height":12}},{"id":"2cd7bfd0-2872-43f8-8c07-d5f2f5abdc0c","block_type":"box","text":"only at the time that a transaction is undertaken. Any change in the percentage of the Fund’s assets invested in certain","page_number":36,"box":{"x":59,"y":421,"width":830,"height":12}},{"id":"1d0432e0-a0c3-44d5-b230-b646384c05d4","block_type":"box","text":"securities or other instruments resulting from market fluctuations or other changes in the Fund’s total assets will not require","page_number":36,"box":{"x":59,"y":436,"width":871,"height":12}},{"id":"86dad159-8220-4444-b8a7-8c1b6b28b052","block_type":"box","text":"the Fund to dispose of an investment.","page_number":36,"box":{"x":59,"y":451,"width":263,"height":12}},{"id":"095611ab-7944-48c3-a70b-a285244edf6c","block_type":"box","text":"Continuous Offering","page_number":36,"box":{"x":60,"y":482,"width":339,"height":29}},{"id":"a16627e5-e09e-488e-93eb-b13610b3f91f","block_type":"box","text":"The method by which Creation Units are created and traded may raise certain issues under applicable securities laws.","page_number":36,"box":{"x":59,"y":523,"width":820,"height":12}},{"id":"3fcd41dc-e464-4047-86be-f24ac8c73496","block_type":"box","text":"Because new Creation Units are issued and sold by the Fund on an ongoing basis, at any point a “distribution,” as such term","page_number":36,"box":{"x":60,"y":538,"width":865,"height":12}},{"id":"5c599ee4-a153-4c3b-a602-70eb145b780c","block_type":"box","text":"is used in the 1933 Act, may occur. Broker-dealers and other persons are cautioned that some activities on their part may,","page_number":36,"box":{"x":60,"y":553,"width":849,"height":12}},{"id":"bae9b0f1-21ec-4ce9-b71e-c2b0f03dd4d7","block_type":"box","text":"depending on the circumstances, result in their being deemed participants in a distribution in a manner that could render","page_number":36,"box":{"x":59,"y":568,"width":849,"height":12}},{"id":"e379d972-ff78-4ecd-919b-1d63966c6d58","block_type":"box","text":"them statutory underwriters and subject them to the prospectus delivery requirement and liability provisions of the 1933 Act.","page_number":36,"box":{"x":59,"y":583,"width":877,"height":12}},{"id":"ed0dd124-2561-4faa-8484-4e138b30e2d5","block_type":"box","text":"For example, a broker-dealer firm or its client may be deemed a statutory underwriter if it takes Creation Units after placing","page_number":36,"box":{"x":60,"y":610,"width":860,"height":12}},{"id":"7c818c3d-d6a9-48cd-bc8f-e61f67140ade","block_type":"box","text":"an order with the Distributor, breaks them down into constituent shares and sells such shares directly to customers or if it","page_number":36,"box":{"x":59,"y":625,"width":853,"height":12}},{"id":"4480f379-15ab-4e46-8793-c28867310293","block_type":"box","text":"chooses to couple the creation of new shares with an active selling effort involving solicitation of secondary market demand","page_number":36,"box":{"x":59,"y":640,"width":868,"height":12}},{"id":"385ceec2-e68c-48d0-8754-e374e873115c","block_type":"box","text":"for shares. A determination of whether one is an underwriter for purposes of the 1933 Act must take into account all of the","page_number":36,"box":{"x":59,"y":655,"width":862,"height":12}},{"id":"4ce82851-fc55-43f2-8478-7f66894a4176","block_type":"box","text":"facts and circumstances pertaining to the activities of the broker-dealer or its client in the particular case and the examples","page_number":36,"box":{"x":59,"y":670,"width":861,"height":12}},{"id":"73434727-9bbf-4a38-bd65-e16f5f932b5d","block_type":"box","text":"mentioned above should not be considered a complete description of all the activities that could lead to a categorization as","page_number":36,"box":{"x":60,"y":685,"width":861,"height":13}},{"id":"9895de3e-ef89-41b5-97f6-07b3351e7143","block_type":"box","text":"an underwriter.","page_number":36,"box":{"x":59,"y":700,"width":106,"height":10}},{"id":"cb45b600-3219-4bf3-8f5a-3af47e65762d","block_type":"box","text":"Broker-dealer firms should also note that dealers who are not “underwriters” but are effecting transactions in shares,","page_number":36,"box":{"x":60,"y":727,"width":817,"height":12}},{"id":"13638783-cd8d-4a06-8bcd-b3b140254f0f","block_type":"box","text":"whether or not participating in the distribution of shares, generally are required to deliver a prospectus. This is because the","page_number":36,"box":{"x":59,"y":742,"width":858,"height":12}},{"id":"2a59e07c-824b-4d7f-9b9f-dbd2c4a0a4a6","block_type":"box","text":"prospectus delivery exemption in Section 4(a)(3) of the 1933 Act is not available in respect of such transactions as a result of","page_number":36,"box":{"x":59,"y":757,"width":876,"height":12}},{"id":"e6a719bc-7d69-44da-a145-1b5e0d3a55b6","block_type":"box","text":"Section 24(d) of the 1940 Act. Firms that incur a prospectus delivery obligation with respect to shares of the Fund are","page_number":36,"box":{"x":59,"y":772,"width":823,"height":12}},{"id":"348bac65-bbea-4952-96be-3afab6f72910","block_type":"box","text":"reminded that, pursuant to Rule 153 under the 1933 Act, a prospectus delivery obligation under Section 5(b)(2) of the 1933","page_number":36,"box":{"x":60,"y":787,"width":864,"height":13}},{"id":"2d401644-e8ea-4757-b68a-68298833cadd","block_type":"box","text":"Act owed to an exchange member in connection with a sale on the Listing Exchange generally is satisfied by the fact that the","page_number":36,"box":{"x":59,"y":802,"width":874,"height":13}},{"id":"c3cf0a9f-3d71-4d22-baf3-9c3ae849b5ac","block_type":"box","text":"prospectus is available at the Listing Exchange upon request. The prospectus delivery mechanism provided in Rule 153 is","page_number":36,"box":{"x":59,"y":817,"width":845,"height":13}},{"id":"680b25c6-b8f8-4027-a823-62655f1777e6","block_type":"box","text":"available only with respect to transactions on an exchange.","page_number":36,"box":{"x":59,"y":833,"width":413,"height":12}},{"id":"481cefc5-9629-4cd8-b80c-c2a458369420","block_type":"box","text":"22","page_number":36,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"9e1b7c83-394b-4451-97a7-ad0d79eae88d","block_type":"box","text":"Management","page_number":37,"box":{"x":61,"y":68,"width":224,"height":29}},{"id":"023f8e0e-bbec-4167-a935-62569bf3fecc","block_type":"box","text":"Trustees and Officers.","page_number":37,"box":{"x":58,"y":108,"width":158,"height":10}},{"id":"8bc154f3-4c9d-44d1-8e3f-68a2e5e4432c","block_type":"box","text":"The Board has responsibility for the overall management and operations of the Fund, including","page_number":37,"box":{"x":225,"y":108,"width":662,"height":13}},{"id":"9eef9f87-c11a-4512-94b9-c4e56b8160e9","block_type":"box","text":"general supervision of the duties performed by BFA and other service providers. Each Trustee serves until he or she resigns, is","page_number":37,"box":{"x":59,"y":123,"width":875,"height":13}},{"id":"42d11ec5-218e-4ebe-aaa6-9a6177e9a674","block_type":"box","text":"removed, dies, retires or becomes incapacitated. The President, Chief Compliance Officer, Treasurer and Secretary shall each","page_number":37,"box":{"x":60,"y":138,"width":866,"height":13}},{"id":"c16b8f4e-20cd-4ae3-b8d6-c4694e996351","block_type":"box","text":"hold office until their successors are chosen and qualify, and all other officers shall hold office until he or she resigns or is","page_number":37,"box":{"x":60,"y":154,"width":844,"height":12}},{"id":"23e0b64e-dd68-49c8-9b68-51e19762aeaf","block_type":"box","text":"removed. Trustees who are not “interested persons” (as defined in the 1940 Act) of the Trust are referred to as independent","page_number":37,"box":{"x":60,"y":169,"width":866,"height":12}},{"id":"00e62b8c-d1eb-4e1b-b793-c83c3cb05adc","block_type":"box","text":"trustees (“Independent Trustees”).","page_number":37,"box":{"x":59,"y":184,"width":242,"height":12}},{"id":"36f309c9-ad9a-49d8-bab8-9193d1aa5b81","block_type":"box","text":"The registered investment companies advised by BFA or its affiliates (the “BlackRock-advised Funds”) are organized into the","page_number":37,"box":{"x":59,"y":210,"width":867,"height":13}},{"id":"b064a95a-0b5b-44ce-a1ed-9187b2e0a12f","block_type":"box","text":"BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Complex and the iShares Complex (each, a “BlackRock Fund","page_number":37,"box":{"x":60,"y":225,"width":857,"height":13}},{"id":"aaa3fd02-c913-4e72-bccd-70ed7c0ff27d","block_type":"box","text":"Complex”). The Fund is included in the iShares Complex, which includes iShares Trust, iShares U.S. ETF Trust, and iShares,","page_number":37,"box":{"x":59,"y":240,"width":855,"height":13}},{"id":"ce098f23-f97d-4027-aa2c-04f3ebe78338","block_type":"box","text":"Inc. Each Trustee also serves as a Director of iShares, Inc. and a Trustee of iShares Trust, and, as a result, oversees all of the","page_number":37,"box":{"x":60,"y":256,"width":857,"height":11}},{"id":"7756ce11-e867-4f3b-968b-80aeca3ac66c","block_type":"box","text":"funds within the iShares Complex, which consists of 430 funds as of February 27, 2026. With the exception of Stephen","page_number":37,"box":{"x":59,"y":271,"width":827,"height":12}},{"id":"fdc4df17-c2e4-4fa8-908b-917a653b55be","block_type":"box","text":"Cohen, Robert S. Kapito and Aaron Wasserman, the address of each Trustee and officer is c/o BlackRock, Inc., 400 Howard","page_number":37,"box":{"x":59,"y":286,"width":857,"height":12}},{"id":"1a6e62f4-6084-46cb-9cf5-5e4d875de6d4","block_type":"box","text":"Street, San Francisco, CA 94105. The address of Mr. Kapito and Mr. Wasserman is c/o BlackRock, Inc., 50 Hudson Yards, New","page_number":37,"box":{"x":59,"y":301,"width":873,"height":12}},{"id":"406d2053-b788-4656-9a6f-dfe949d6c956","block_type":"box","text":"York, NY 10001. The address of Mr. Cohen is c/o BlackRock, Inc., Drapers Gardens, 12 Throgmorton Avenue, London EC2N","page_number":37,"box":{"x":59,"y":316,"width":858,"height":12}},{"id":"2a6919ce-2895-486c-a2ec-5d243f87865f","block_type":"box","text":"2DL United Kingdom. The Board has designated John E. Kerrigan as its Independent Board Chair. Additional information","page_number":37,"box":{"x":59,"y":331,"width":835,"height":13}},{"id":"ec802590-6583-4439-9dab-c35a49772019","block_type":"box","text":"about the Fund’s Trustees and officers may be found in this SAI, which is available without charge, upon request, by calling","page_number":37,"box":{"x":59,"y":346,"width":859,"height":13}},{"id":"bd388b05-e43a-4b9f-84d0-c1d5b10a263e","block_type":"box","text":"toll-free 1-800-iShares (1-800-474-2737).","page_number":37,"box":{"x":59,"y":361,"width":288,"height":13}},{"id":"e69c68f7-28db-4dda-a36d-f33bb8ee25d5","block_type":"box","text":"Interested Trustees","page_number":37,"box":{"x":60,"y":388,"width":137,"height":10}},{"id":"b98c13cb-5eb2-4bc7-b405-9a6331864cda","block_type":"box","text":"Name (Year of Birth) Position","page_number":37,"box":{"x":73,"y":428,"width":248,"height":9}},{"id":"248d11d8-a27f-4179-b24f-b3068d7d0d8c","block_type":"box","text":"Principal Occupation(s)","page_number":37,"box":{"x":455,"y":417,"width":136,"height":10}},{"id":"0aaf925e-02a6-44ca-9078-dcb3d3d74f40","block_type":"box","text":"During the Past 5 Years","page_number":37,"box":{"x":457,"y":428,"width":133,"height":9}},{"id":"7acd2291-de10-4828-90bc-9640b4d55cf0","block_type":"box","text":"Other Directorships","page_number":37,"box":{"x":750,"y":417,"width":113,"height":10}},{"id":"410139cf-3149-4a87-95b3-bb467bb22c19","block_type":"box","text":"Held by Trustee","page_number":37,"box":{"x":763,"y":428,"width":89,"height":9}},{"id":"17235f04-e1ce-4446-ae30-7fff69e617d4","block_type":"box","text":"Robert S. Kapito","page_number":37,"box":{"x":60,"y":450,"width":110,"height":12}},{"id":"9c2c6886-263b-4071-8096-43169f3db181","block_type":"box","text":"1","page_number":37,"box":{"x":172,"y":448,"width":3,"height":6}},{"id":"4d10808c-920b-4ceb-a9c9-b01750e9215f","block_type":"box","text":"(1957)","page_number":37,"box":{"x":60,"y":465,"width":44,"height":12}},{"id":"60c7400d-05bd-42e6-9fc9-a53beb9ea203","block_type":"box","text":"Trustee","page_number":37,"box":{"x":225,"y":450,"width":52,"height":9}},{"id":"9ac19ec8-de0c-4678-9515-0658677e1a55","block_type":"box","text":"(since 2011).","page_number":37,"box":{"x":226,"y":465,"width":88,"height":12}},{"id":"2f7526d5-7803-4810-aa43-be6127a4fc37","block_type":"box","text":"President of BlackRock, Inc. 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Also, set forth below is a brief","page_number":40,"box":{"x":59,"y":792,"width":817,"height":13}},{"id":"357ea22a-5edf-4286-932f-b144de8231e8","block_type":"box","text":"discussion of the specific experience, qualifications, attributes or skills of each Trustee that led the Board to conclude that he","page_number":40,"box":{"x":59,"y":807,"width":872,"height":13}},{"id":"34eb3c6a-db36-44ab-99c3-9052513c4e8a","block_type":"box","text":"or she should serve (or continue to serve) as a Trustee.","page_number":40,"box":{"x":59,"y":823,"width":383,"height":12}},{"id":"8085aa13-9857-452e-bf4c-68334a00b726","block_type":"box","text":"Robert S. Kapito has been a Trustee of the Trust since 2011. Mr. Kapito has also served as a Director of iShares, Inc., a Trustee","page_number":40,"box":{"x":60,"y":849,"width":872,"height":12}},{"id":"7b8292a6-7c25-4a28-9c89-e10a220b7485","block_type":"box","text":"of iShares Trust since 2009 and a Director of BlackRock, Inc. since 2006. Mr. Kapito served as a Director of iShares MSCI","page_number":40,"box":{"x":59,"y":864,"width":836,"height":12}},{"id":"3f01bb7b-ef79-4789-83ef-3d7ed3fba3bd","block_type":"box","text":"Russia Capped ETF, Inc. from 2010 to 2015. In addition, he has over 20 years of experience as part of BlackRock, Inc. and","page_number":40,"box":{"x":60,"y":879,"width":839,"height":13}},{"id":"50d3b489-0f34-41f3-9800-e65a81d08aaf","block_type":"box","text":"26","page_number":40,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"3e6b6a45-b944-4228-849d-dad47fbee393","block_type":"box","text":"BlackRock’s predecessor entities. Mr. Kapito serves as President of BlackRock, Inc., and is a member of the Global Executive","page_number":41,"box":{"x":60,"y":67,"width":859,"height":12}},{"id":"52be4411-905b-4fbc-b79c-79a193379554","block_type":"box","text":"Committee and Chairman of the Global Operating Committee. He is responsible for day-to-day oversight of BlackRock’s key","page_number":41,"box":{"x":59,"y":82,"width":866,"height":12}},{"id":"5a6b65f3-3265-4e12-8d91-afafed360fbd","block_type":"box","text":"operating units, including Investment Strategies, Client Businesses, Technology & Operations, and Risk & Quantitative","page_number":41,"box":{"x":59,"y":97,"width":823,"height":12}},{"id":"c559fddc-ce49-4c38-abfa-7358b04765a6","block_type":"box","text":"Analysis. Prior to assuming his current responsibilities in 2007, Mr. Kapito served as Vice Chairman of BlackRock, Inc. and","page_number":41,"box":{"x":59,"y":112,"width":846,"height":12}},{"id":"0fc02780-73d2-4281-92da-ded51e723f1f","block_type":"box","text":"Head of BlackRock’s Portfolio Management Group. In that role, he was responsible for overseeing all portfolio management","page_number":41,"box":{"x":60,"y":127,"width":861,"height":12}},{"id":"27c949fe-130f-4ba7-afd2-a439d464681b","block_type":"box","text":"within BlackRock, including the Fixed Income, Equity, Liquidity, and Alternative Investment Groups. Mr. Kapito serves as a","page_number":41,"box":{"x":59,"y":142,"width":846,"height":13}},{"id":"d5f59151-7fe2-4106-9a3e-ea7875ef7b55","block_type":"box","text":"member of the Board of Trustees of the University of Pennsylvania and the Harvard Business School Board of Dean’s","page_number":41,"box":{"x":60,"y":157,"width":811,"height":13}},{"id":"49a232e7-2bfc-4189-8003-a9cc5451a114","block_type":"box","text":"Advisors. He has also been President of the Board of Directors for the Hope & Heroes Children’s Cancer Fund since 2002. Mr.","page_number":41,"box":{"x":59,"y":172,"width":870,"height":13}},{"id":"d8799908-b153-4c4d-9be6-1256153f712e","block_type":"box","text":"Kapito earned a BS degree in economics from the Wharton School of the University of Pennsylvania in 1979, and an MBA","page_number":41,"box":{"x":60,"y":188,"width":845,"height":12}},{"id":"687dbf9d-b612-47b0-a95f-aa75ee1550ae","block_type":"box","text":"degree from Harvard Business School in 1983.","page_number":41,"box":{"x":59,"y":203,"width":322,"height":12}},{"id":"6bc24806-0361-40f5-9401-f52f6c076a9d","block_type":"box","text":"Stephen Cohen has been a Trustee of the Trust since 2024. Mr. Cohen has also served as a Director of iShares, Inc. and a","page_number":41,"box":{"x":59,"y":229,"width":840,"height":12}},{"id":"dea34852-0bd6-4272-a657-e9453debebe9","block_type":"box","text":"Trustee of iShares Trust since 2024. Mr. Cohen has also served as a Director of BlackRock Investment Management (UK)","page_number":41,"box":{"x":59,"y":244,"width":839,"height":13}},{"id":"54a4fe4d-0d90-496d-a4d8-705ba70526f4","block_type":"box","text":"Limited, Director of BlackRock International Limited, and Director of BlackRock Group Limited since 2021. Mr. Cohen, Senior","page_number":41,"box":{"x":60,"y":259,"width":867,"height":13}},{"id":"62254031-92d3-4bbb-b91e-690dc4c0e2d7","block_type":"box","text":"Managing Director, is BlackRock’s Chief Product Officer and a member of the Global Executive Committee. Mr. Cohen is","page_number":41,"box":{"x":59,"y":274,"width":835,"height":13}},{"id":"f0e1dc39-689c-4c44-b385-af535f5e06d4","block_type":"box","text":"responsible for the business strategy, innovation and commercialization of BlackRock’s full investment product platform,","page_number":41,"box":{"x":60,"y":290,"width":841,"height":12}},{"id":"040bcdb5-5ed7-4f77-b065-28afd8fcb5a4","block_type":"box","text":"aligning product strategies with client needs and market trends, and unlocking new growth opportunities across iShares,","page_number":41,"box":{"x":59,"y":305,"width":846,"height":12}},{"id":"cfd508f2-06a0-4d77-ae3f-357b7d0618ec","block_type":"box","text":"Active, and Private Markets. Before assuming his current role in January 2024, Mr. Cohen served as the Head of Europe,","page_number":41,"box":{"x":59,"y":320,"width":829,"height":12}},{"id":"cd88fab5-11ab-4024-8fb2-3db6221c6a6e","block_type":"box","text":"Middle East and Africa from 2021, leading BlackRock in the region. He was previously Head of the iShares, Index and Wealth","page_number":41,"box":{"x":59,"y":335,"width":866,"height":12}},{"id":"2086b97b-ecc2-4e31-9698-c42bcbd706bb","block_type":"box","text":"businesses in EMEA, overseeing BlackRock’s relationships with wealth management firms and platforms, the development","page_number":41,"box":{"x":60,"y":350,"width":857,"height":12}},{"id":"17422766-a466-402f-998c-7d5539647727","block_type":"box","text":"and distribution of active and index investments, and the firm’s equity index portfolio management capability in the region.","page_number":41,"box":{"x":59,"y":365,"width":861,"height":13}},{"id":"eeb1c28d-9f67-42e8-a408-2177ad22a2b2","block_type":"box","text":"Having joined BlackRock in 2011, Mr. Cohen initially served as the Chief Investment Strategist for International Fixed Income","page_number":41,"box":{"x":60,"y":380,"width":865,"height":13}},{"id":"8d04e706-544c-4d6a-a44e-95d28df07499","block_type":"box","text":"and iShares, and then, in 2016, as Global Head of Fixed Income Indexing. Prior to BlackRock, Mr. Cohen was Global Head of","page_number":41,"box":{"x":59,"y":395,"width":862,"height":13}},{"id":"43161018-4fd0-459b-b1d9-9b4eb62671c3","block_type":"box","text":"Equity Linked Strategy at Nomura Holdings, Inc. Mr. Cohen’s career began at UBS in 1996 before he joined ING Barings in","page_number":41,"box":{"x":60,"y":411,"width":844,"height":12}},{"id":"d890f416-9dbe-4543-8425-563be36cb529","block_type":"box","text":"2003, having served as Director, Fixed Income at each firm. Mr. Cohen earned a Bachelor of Science degree in Economics","page_number":41,"box":{"x":59,"y":426,"width":844,"height":12}},{"id":"141f77b3-dac5-4880-8028-1aae3b42369d","block_type":"box","text":"from the University of Southampton, and holds certifications as a SFA Futures and Options Representative, a SFA Securities","page_number":41,"box":{"x":59,"y":441,"width":861,"height":12}},{"id":"76922b68-becc-4660-9e30-068ba5412fc6","block_type":"box","text":"Registered Representative, and an IFPR Material Risk Taker.","page_number":41,"box":{"x":60,"y":456,"width":410,"height":12}},{"id":"fd1d649f-bd42-4d31-897c-32abdbca205a","block_type":"box","text":"John E. Kerrigan has been a Trustee of the Trust since 2011 and Chair of the Trust’s Board since 2022. Mr. Kerrigan has also","page_number":41,"box":{"x":58,"y":482,"width":857,"height":13}},{"id":"707cd47b-027a-4214-a9f0-c3e77aa10763","block_type":"box","text":"served as a Director of iShares, Inc. and a Trustee of iShares Trust since 2005, Chair of the Equity Plus and Nominating and","page_number":41,"box":{"x":59,"y":497,"width":856,"height":13}},{"id":"96f52d31-1c06-4645-8b1a-814456165366","block_type":"box","text":"Governance Committees of each Board from 2019 to 2021, and as Chair of each Board since 2022. Mr. Kerrigan served as a","page_number":41,"box":{"x":59,"y":513,"width":857,"height":12}},{"id":"ab851e05-075a-49e3-934a-e88c7653f508","block_type":"box","text":"Director of iShares MSCI Russia Capped ETF, Inc. from 2010 to 2015. Mr. Kerrigan served as Chief Investment Officer of Santa","page_number":41,"box":{"x":60,"y":528,"width":871,"height":12}},{"id":"e815d39d-79b9-4353-8408-5f335ae1f95b","block_type":"box","text":"Clara University from 2002 to 2025. Mr. Kerrigan was formerly a Managing Director at Merrill Lynch & Co., including the","page_number":41,"box":{"x":59,"y":543,"width":834,"height":12}},{"id":"1c3c99fa-29db-46a2-b83a-02e3e7f953cb","block_type":"box","text":"following responsibilities: Managing Director, Institutional Client Division, Western United States. Mr. Kerrigan has been a","page_number":41,"box":{"x":59,"y":558,"width":844,"height":12}},{"id":"d3ecd427-041f-425e-b23e-0b8cd50e0047","block_type":"box","text":"Director, since 1999, of The BASIC Fund (Bay Area Scholarships for Inner City Children). Mr. Kerrigan has a BA degree from","page_number":41,"box":{"x":60,"y":573,"width":855,"height":12}},{"id":"5ee5ed03-5610-4f1f-a872-fc0eb7ead7cc","block_type":"box","text":"Boston College and is a Chartered Financial Analyst Charterholder.","page_number":41,"box":{"x":60,"y":588,"width":462,"height":13}},{"id":"3a1bc532-9e39-4173-98c7-faf3fd56e246","block_type":"box","text":"Jane D. Carlin has been a Trustee of the Trust since 2015 and Chair of the Securities Lending Committee since 2025. Ms.","page_number":41,"box":{"x":58,"y":615,"width":838,"height":12}},{"id":"c4942960-889f-4919-8ac4-499fce773ab5","block_type":"box","text":"Carlin has also served as a Director of iShares, Inc. and a Trustee of iShares Trust since 2015 and Chair of the Securities","page_number":41,"box":{"x":59,"y":630,"width":830,"height":11}},{"id":"dccd0de5-b6f6-42ce-803a-811b32c01345","block_type":"box","text":"Lending Committee of each Board since 2025. Ms. Carlin has served as a consultant since 2012 and formerly served as","page_number":41,"box":{"x":60,"y":645,"width":827,"height":12}},{"id":"77a8bcea-3e7c-4830-a9b7-1c3eca027e72","block_type":"box","text":"Managing Director and Global Head of Financial Holding Company Governance & Assurance and the Global Head of","page_number":41,"box":{"x":59,"y":660,"width":815,"height":12}},{"id":"a87199f3-77b6-435b-97da-31a0c3af7ea8","block_type":"box","text":"Operational Risk Management of Morgan Stanley from 2006 to 2012. In addition, Ms. Carlin served as Managing Director and","page_number":41,"box":{"x":59,"y":675,"width":879,"height":12}},{"id":"5789c57f-2d68-4146-9aed-4527a3ce997b","block_type":"box","text":"Global Head of the Bank Operational Risk Oversight Department of Credit Suisse Group from 2003 to 2006. Prior to that, Ms.","page_number":41,"box":{"x":59,"y":690,"width":871,"height":13}},{"id":"ba6b9a8e-2710-4c45-9a21-68dcbf48e060","block_type":"box","text":"Carlin served as Managing Director and Deputy General Counsel of Morgan Stanley. Ms. Carlin has over 30 years of","page_number":41,"box":{"x":59,"y":705,"width":807,"height":13}},{"id":"6433b9ca-4413-470f-a7d8-79cdf0f2cacf","block_type":"box","text":"experience in the financial sector and has served in a number of legal, regulatory, and risk management positions. Ms. Carlin","page_number":41,"box":{"x":59,"y":720,"width":870,"height":13}},{"id":"372f36cd-9f49-40a4-be69-cd938cb53ea2","block_type":"box","text":"has served as a member of the Audit Committee and as a Director of The Hanover Insurance Group, Inc., each since 2016,","page_number":41,"box":{"x":60,"y":736,"width":852,"height":12}},{"id":"fc084520-cabb-43b3-9c14-4debf695896a","block_type":"box","text":"and as Chair of the Audit Committee since 2020. Ms. Carlin served as a member of the Audit Committee from 2012 to 2018,","page_number":41,"box":{"x":59,"y":751,"width":866,"height":11}},{"id":"197bc82a-38a7-43bc-9d54-2dbf9b53ab53","block_type":"box","text":"Chair of the Nominating and Governance Committee from 2017 to 2018 and as an Independent Director on the Board of PHH","page_number":41,"box":{"x":59,"y":766,"width":876,"height":12}},{"id":"7e1171b9-99bb-406c-8a7b-c36c2883986e","block_type":"box","text":"Corporation from 2012 to 2018. She previously served as a Director on the Boards of Astoria Financial Corporation and","page_number":41,"box":{"x":59,"y":781,"width":829,"height":12}},{"id":"4d6608ba-8775-445f-a103-1eecdb14aa05","block_type":"box","text":"Astoria Bank. Ms. Carlin was appointed by the United States Treasury to the Financial Services Sector Coordinating Council","page_number":41,"box":{"x":59,"y":796,"width":858,"height":12}},{"id":"37728883-c8bd-4077-8a23-58aaad65f0fd","block_type":"box","text":"for Critical Infrastructure Protection and Homeland Security, where she served as Chairperson from 2010 to 2012 and Vice","page_number":41,"box":{"x":59,"y":811,"width":854,"height":13}},{"id":"eaf2970c-2f32-4fb3-a0fb-efeb985575a4","block_type":"box","text":"Chair and Chair of the Cyber Security Committee from 2009 to 2010. Ms. Carlin has a BA degree in political science from","page_number":41,"box":{"x":59,"y":826,"width":842,"height":13}},{"id":"5f1cb657-0a19-4263-8226-ed32df9e10c7","block_type":"box","text":"State University of New York at Stony Brook and a JD degree from Benjamin N. Cardozo School of Law.","page_number":41,"box":{"x":59,"y":841,"width":712,"height":13}},{"id":"23c88fcb-cbd4-4967-96e0-1197e76295e9","block_type":"box","text":"Richard L. Fagnani has been a Trustee of the Trust since 2017 and Chair of the 15(c) Committee since 2025. Mr. Fagnani has","page_number":41,"box":{"x":60,"y":868,"width":865,"height":12}},{"id":"f7e7c24d-b7c0-44aa-a81c-72e7b9d12b1b","block_type":"box","text":"also served as a Director of iShares, Inc. and a Trustee of iShares Trust since 2017 and Chair of the 15(c) Committee of each","page_number":41,"box":{"x":59,"y":883,"width":863,"height":12}},{"id":"28748f08-8135-435c-8f0a-ff42c8cc1e64","block_type":"box","text":"27","page_number":41,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"ad307078-7a3d-412c-be23-d3646a48008b","block_type":"box","text":"Board since 2025. Mr. Fagnani served as an Advisory Board Member of the Trust, iShares Trust and iShares, Inc. from April","page_number":42,"box":{"x":60,"y":67,"width":851,"height":12}},{"id":"f8e59aee-d7f6-4b5b-acb7-0ed2f9dadfd7","block_type":"box","text":"2017 to June 2017. Mr. Fagnani served as a Senior Audit Partner at KPMG LLP from 2002 to 2016, most recently as the U.S.","page_number":42,"box":{"x":59,"y":82,"width":851,"height":12}},{"id":"856063f5-6431-4e04-b668-5780d9e98142","block_type":"box","text":"asset management audit practice leader responsible for setting strategic direction and execution of the operating plan for the","page_number":42,"box":{"x":59,"y":97,"width":877,"height":12}},{"id":"060655c1-72c0-4ef1-bdc5-db3f5a2af73a","block_type":"box","text":"asset management audit practice. In addition, from 1977 to 2002, Mr. Fagnani served as an Audit Partner at Andersen LLP,","page_number":42,"box":{"x":59,"y":112,"width":855,"height":12}},{"id":"798f3f67-7db8-44a4-9b99-d0f8b918376d","block_type":"box","text":"where he developed and managed the asset management audit practice in the Philadelphia office. Mr. Fagnani served as a","page_number":42,"box":{"x":59,"y":127,"width":855,"height":12}},{"id":"b9415f7b-4bf1-4711-9de8-e8075275e854","block_type":"box","text":"Trustee on the Board of the Walnut Street Theater in Philadelphia from 2009 to 2014 and as a member of the School of","page_number":42,"box":{"x":59,"y":142,"width":833,"height":13}},{"id":"fa566a2c-7fc5-4bbf-9fc4-5b542a4eb4d7","block_type":"box","text":"Business Advisory Board at LaSalle University from 2006 to 2014. Mr. Fagnani has also served as a Director of One Generation","page_number":42,"box":{"x":60,"y":157,"width":876,"height":13}},{"id":"b831bc01-1493-4fbc-ba9c-2e5b4948d5fc","block_type":"box","text":"Away, a non-profit which works to bring healthy food directly to people in need, since 2021. Mr. Fagnani has a BS degree in","page_number":42,"box":{"x":59,"y":172,"width":858,"height":13}},{"id":"74ac24d0-4a9f-4422-866b-597d3b8ec340","block_type":"box","text":"Accounting from LaSalle University.","page_number":42,"box":{"x":59,"y":188,"width":248,"height":12}},{"id":"695659b2-6da1-415c-a528-5ee323d44831","block_type":"box","text":"Laura F. Fergerson has been a Trustee of the Trust since 2024 and Chair of the Audit Committee of the Trust since 2025. Ms.","page_number":42,"box":{"x":60,"y":214,"width":866,"height":12}},{"id":"de94e100-16e1-42d8-8ec4-012787709458","block_type":"box","text":"Fergerson has also served as a Director of iShares, Inc., a Trustee of iShares Trust since 2024, and Chair of the Audit","page_number":42,"box":{"x":60,"y":229,"width":805,"height":12}},{"id":"970bc509-a12e-46ac-b357-ebd4934ab737","block_type":"box","text":"Committee of each Board since 2025. From 2017 to 2024, Ms. Fergerson was the President of Franklin Templeton Services,","page_number":42,"box":{"x":59,"y":244,"width":855,"height":13}},{"id":"c7f749fb-25ce-41a0-a229-78340a1fcb23","block_type":"box","text":"LLC where she led the global fund administration division. Prior to that, she held various roles at Franklin Templeton since","page_number":42,"box":{"x":60,"y":259,"width":850,"height":13}},{"id":"b6923631-d3f7-46a0-8066-3797a3282a16","block_type":"box","text":"1993, which included managing financial and regulatory reporting and global fund tax. Ms. Fergerson has been a Director,","page_number":42,"box":{"x":61,"y":274,"width":851,"height":13}},{"id":"746b3512-1d72-404f-ac9c-1e2d3f4ef059","block_type":"box","text":"since 2019, of the Crocker Art Museum Association and was the President, from 2022 to 2023, of the Crocker Art Museum","page_number":42,"box":{"x":59,"y":290,"width":857,"height":11}},{"id":"f4761a1b-bfad-4a90-be64-d1a0c20c059d","block_type":"box","text":"Foundation. Ms. Fergerson has a BA degree in Economics from the University of California, Berkeley and is a Certified Public","page_number":42,"box":{"x":60,"y":305,"width":862,"height":12}},{"id":"09861860-ac0e-4432-b411-f98f3650735c","block_type":"box","text":"Accountant (inactive).","page_number":42,"box":{"x":59,"y":320,"width":155,"height":12}},{"id":"46531fec-120a-450d-a379-b9f7f2f156f4","block_type":"box","text":"James Lam has been a Trustee of the Trust since 2024 and Chair of the Risk Committee of the Trust since 2025. Mr. Lam has","page_number":42,"box":{"x":58,"y":346,"width":868,"height":11}},{"id":"5be485d9-924a-4341-a059-f50a88a74c9d","block_type":"box","text":"also served as a Director of iShares, Inc., a Trustee of iShares Trust since 2024, and Chair of the Risk Committee of each Board","page_number":42,"box":{"x":59,"y":361,"width":877,"height":12}},{"id":"54241093-b237-4558-853a-88839c45b39d","block_type":"box","text":"since 2025. Mr. Lam has over 40 years of experience in corporate governance and risk management as a board director,","page_number":42,"box":{"x":59,"y":377,"width":835,"height":12}},{"id":"e9801380-ee7c-4b7c-87f9-a675c86bb728","block_type":"box","text":"management consultant, and chief risk officer. He has previously served as a director on public, private, and fund boards,","page_number":42,"box":{"x":60,"y":392,"width":844,"height":12}},{"id":"24b11d12-1541-4860-9e3c-dd0b6e82910e","block_type":"box","text":"including leadership roles as the chair of the risk, audit, and compliance committees. From 2012 to 2020, Mr. Lam was a","page_number":42,"box":{"x":60,"y":407,"width":838,"height":12}},{"id":"0618b26f-942a-49ae-8c39-81f71097aae6","block_type":"box","text":"Director of E*TRADE Financial and E*TRADE Bank, where he served as Risk Oversight Committee Chair and Audit Committee","page_number":42,"box":{"x":60,"y":422,"width":877,"height":12}},{"id":"c06b0774-d4ec-41c5-b61a-8a9e5617d5d0","block_type":"box","text":"Member. Mr. Lam has been President of James Lam & Associates, Inc., a risk management consulting firm serving global","page_number":42,"box":{"x":59,"y":437,"width":841,"height":12}},{"id":"e0558c53-c116-419a-bf39-aa67f549147d","block_type":"box","text":"clients across all major industry sectors, since 2002. Previously, Mr. Lam served as Founder and President of ERisk, a Partner","page_number":42,"box":{"x":59,"y":452,"width":866,"height":12}},{"id":"b14c6a24-8c1f-4a6d-8b65-6a4820331886","block_type":"box","text":"of Oliver Wyman, and the Chief Risk Officer of Fidelity Investments. Mr. Lam has served as a Director of the FAIR Institute, a","page_number":42,"box":{"x":59,"y":467,"width":861,"height":13}},{"id":"028802f6-6295-4c82-8e26-d7e87866f205","block_type":"box","text":"not-for-profit organization dedicated to advancing the discipline of cyber risk quantification, since 2020. Mr. Lam is the","page_number":42,"box":{"x":60,"y":482,"width":831,"height":13}},{"id":"a7582bdd-4f85-4ca2-9c89-755710543e67","block_type":"box","text":"author of “Enterprise Risk Management” and “Implementing Enterprise Risk Management,” leading risk management books.","page_number":42,"box":{"x":59,"y":497,"width":876,"height":13}},{"id":"00d6b4ed-ce13-4b22-b95d-3860b38fb179","block_type":"box","text":"He holds the NACD Directorship Certification and the NACD CERT Certificate in Cyber-Risk Oversight. Mr. Lam has been an","page_number":42,"box":{"x":60,"y":513,"width":859,"height":12}},{"id":"c68df74b-6777-422d-9102-ab8d75bf5bef","block_type":"box","text":"adjunct professor at Carnegie Mellon University since 2018 and a member of the Zicklin School of Business Dean’s Council of","page_number":42,"box":{"x":59,"y":528,"width":877,"height":12}},{"id":"68683b51-fbc1-4799-9853-4de70991e5d3","block_type":"box","text":"Baruch College since 2017. Mr. Lam has a BBA from Baruch College and an MBA from the University of California, Los","page_number":42,"box":{"x":60,"y":543,"width":818,"height":12}},{"id":"580e2bdb-578b-4036-bb90-40e512f6cd9e","block_type":"box","text":"Angeles.","page_number":42,"box":{"x":59,"y":558,"width":59,"height":12}},{"id":"2ecaf50d-9422-4ebe-a6e5-4c2d9bbbd5b9","block_type":"box","text":"Drew E. Lawton has been a Trustee of the Trust since 2017 and Chair of the Fixed Income Plus Committee of the Trust since","page_number":42,"box":{"x":60,"y":584,"width":864,"height":10}},{"id":"61bba9b1-d741-4127-94cb-61ee052a2bb5","block_type":"box","text":"2025. Mr. Lawton has also served as a Director of iShares, Inc., a Trustee of iShares Trust, and Chair of the Fixed Income Plus","page_number":42,"box":{"x":59,"y":600,"width":869,"height":11}},{"id":"b4d69771-e8cc-47e0-94a7-00b1b1b7c184","block_type":"box","text":"Committee of each Board since 2025. Mr. Lawton also served as an Advisory Board Member of the Trust, iShares, Inc. and","page_number":42,"box":{"x":59,"y":615,"width":850,"height":12}},{"id":"f1165ff9-17bf-40e2-98d3-0be40ba7741b","block_type":"box","text":"iShares Trust from 2016 to 2017. Mr. Lawton served as Director of Principal Funds, Inc., Principal Variable Contracts Funds,","page_number":42,"box":{"x":60,"y":630,"width":852,"height":12}},{"id":"f6df760d-5789-40b5-a708-2907fc20527e","block_type":"box","text":"Inc. and Principal Exchange-Traded Funds from March 2016 to October 2016. Mr. Lawton has also served as a member of the","page_number":42,"box":{"x":60,"y":645,"width":876,"height":12}},{"id":"864852e2-b3fe-4462-93ce-8143c4c47e55","block_type":"box","text":"Compensation and Finance and Risk Committees and Director of Jackson Financial Inc. since 2021. Mr. Lawton served in","page_number":42,"box":{"x":59,"y":660,"width":841,"height":12}},{"id":"6cc9a2c7-7734-4523-9ff1-18d4aeac2652","block_type":"box","text":"various capacities at New York Life Insurance Company from 2010 to 2015, most recently as a Senior Managing Director and","page_number":42,"box":{"x":59,"y":675,"width":870,"height":12}},{"id":"dffffc9a-41a0-4368-a49f-3e125c71601e","block_type":"box","text":"Chief Executive Officer of New York Life Investment Management. From 2008 to 2010, Mr. Lawton was the President of","page_number":42,"box":{"x":59,"y":690,"width":833,"height":13}},{"id":"b02a5f8a-e621-4bcb-9d07-0eef7b575313","block_type":"box","text":"Fridson Investment Advisors, LLC. Mr. Lawton previously held multiple roles at Fidelity Investments from 1997 to 2008. Mr.","page_number":42,"box":{"x":60,"y":705,"width":855,"height":13}},{"id":"0291afd3-87b9-43ef-9fdd-64e98b0c332e","block_type":"box","text":"Lawton has been an Adjunct Professor at the University of North Texas since 2021. Mr. Lawton has a BA degree in","page_number":42,"box":{"x":60,"y":720,"width":793,"height":13}},{"id":"ec2a38d9-e4e0-4e33-8181-75e58a4e88c4","block_type":"box","text":"Administrative Science from Yale University and an MBA from University of North Texas.","page_number":42,"box":{"x":59,"y":736,"width":616,"height":12}},{"id":"81b47b0a-27a4-46fa-a3eb-e5d1636cd8fc","block_type":"box","text":"John E. Martinez has been a Trustee of the Trust since 2011 and Chair of the Equity Plus Committee of the Trust since 2025.","page_number":42,"box":{"x":58,"y":762,"width":862,"height":12}},{"id":"f8ffc083-0024-4833-99b7-f0b87fe476e8","block_type":"box","text":"Mr. Martinez has also served as a Director of iShares, Inc., a Trustee of iShares Trust since 2003, and Chair of the Equity Plus","page_number":42,"box":{"x":59,"y":777,"width":864,"height":13}},{"id":"c64dab2c-b244-439c-93ff-ebe8fc7c42c4","block_type":"box","text":"Committee of each Board since 2025. Mr. Martinez served as a Director of iShares MSCI Russia Capped ETF, Inc. from 2010 to","page_number":42,"box":{"x":59,"y":792,"width":876,"height":13}},{"id":"887f1988-8a3b-4755-bc26-a0b8dd2f4350","block_type":"box","text":"2015. Mr. Martinez is a Director of Real Estate Equity Exchange, Inc., providing governance oversight and consulting services","page_number":42,"box":{"x":59,"y":807,"width":867,"height":13}},{"id":"d13bdad9-7562-4580-90ee-aa31e0ff3862","block_type":"box","text":"to this privately held firm that develops products and strategies for homeowners in managing the equity in their homes.","page_number":42,"box":{"x":59,"y":823,"width":838,"height":12}},{"id":"42929bd8-d13d-4852-9d70-204b1d6a2eeb","block_type":"box","text":"From 2017 to 2020, Mr. Martinez served as a Board member for the Cloudera Foundation. Mr. Martinez previously served as","page_number":42,"box":{"x":60,"y":838,"width":860,"height":12}},{"id":"1e38e609-9d46-4d17-9f6f-e92b82f752a0","block_type":"box","text":"Director of Barclays Global Investors (“BGI”) UK Holdings, where he provided governance oversight representing BGI’s","page_number":42,"box":{"x":60,"y":853,"width":822,"height":12}},{"id":"5ce9c17e-cf1d-4434-a00c-d97b10a49f70","block_type":"box","text":"shareholders (Barclays PLC, BGI management shareholders) through oversight of BGI’s worldwide activities. Mr. Martinez","page_number":42,"box":{"x":59,"y":868,"width":848,"height":12}},{"id":"2f67037b-bb2a-4338-9389-789289d159e9","block_type":"box","text":"also previously served as Co-Chief Executive Officer of the Global Index and Markets Group of BGI, Chairman of Barclays","page_number":42,"box":{"x":59,"y":883,"width":840,"height":12}},{"id":"3c4d7968-9409-4a65-86af-4c7f0b5fc7ce","block_type":"box","text":"28","page_number":42,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"4664b61f-fe82-46b8-9a2e-1372171246c7","block_type":"box","text":"Global Investor Services and Chief Executive Officer of the Capital Markets Group of BGI. From 2003 to 2012, he was a","page_number":43,"box":{"x":59,"y":67,"width":823,"height":12}},{"id":"e05efbe5-6412-40b1-af6c-b132f5c24e65","block_type":"box","text":"Director and Executive Committee Member for Larkin Street Youth Services. He now serves on the Larkin Street Honorary","page_number":43,"box":{"x":60,"y":82,"width":848,"height":12}},{"id":"b28a2a14-68ad-4ca6-8b1d-51dd497a2c38","block_type":"box","text":"Board. From 2012 to 2016, Mr. Martinez served as a Director for Reading Partners. Mr. Martinez has an AB degree in","page_number":43,"box":{"x":60,"y":97,"width":805,"height":12}},{"id":"c8cea5d7-5dcd-4d60-a0f6-517d859e9040","block_type":"box","text":"economics from The University of California, Berkeley and holds an MBA degree in finance and statistics from The University","page_number":43,"box":{"x":59,"y":112,"width":872,"height":12}},{"id":"0c59a130-f41d-42f9-9bce-e62790efe93e","block_type":"box","text":"of Chicago Booth School of Business.","page_number":43,"box":{"x":59,"y":127,"width":260,"height":12}},{"id":"efb46817-8e84-4554-875d-bd3f495786af","block_type":"box","text":"Madhav V. Rajan has been a Trustee of the Trust since 2011 and Chair of the Nominating and Governance Committee of the","page_number":43,"box":{"x":59,"y":154,"width":867,"height":12}},{"id":"32c08b73-bd84-4e56-babf-69a02407aaf3","block_type":"box","text":"Trust since 2025. Mr. Rajan has also served as a Director of iShares, Inc. and a Trustee of iShares Trust since 2011, and Chair","page_number":43,"box":{"x":59,"y":169,"width":865,"height":12}},{"id":"d4cf2c53-32a2-4302-9b47-7664e7e930c4","block_type":"box","text":"of the Nominating and Governance Committee of each Board since 2025. Mr. Rajan served as a Director of iShares MSCI","page_number":43,"box":{"x":59,"y":184,"width":839,"height":12}},{"id":"ae129da4-6788-4595-907d-701fa89c478f","block_type":"box","text":"Russia Capped ETF, Inc. from 2011 to 2015. Mr. Rajan is the Dean and George Pratt Shultz Professor of Accounting at the","page_number":43,"box":{"x":60,"y":199,"width":842,"height":12}},{"id":"ea6181bf-d36e-49f5-bed4-9707ceedde66","block_type":"box","text":"University of Chicago Booth School of Business and Chief Global Strategist of the University of Chicago. He served as Chair of","page_number":43,"box":{"x":60,"y":214,"width":876,"height":12}},{"id":"ae91abc6-f486-443c-be10-59bd2d59efca","block_type":"box","text":"the Board for the Center for Research in Security Prices, LLC, an affiliate of the University of Chicago Booth School of","page_number":43,"box":{"x":59,"y":229,"width":814,"height":12}},{"id":"9ee1a4e5-d11e-4b03-acdc-0f57cc510985","block_type":"box","text":"Business, from 2020 to 2026. Mr. Rajan has served on the Advisory Board of C.M. Capital Corporation since 2016, as a","page_number":43,"box":{"x":60,"y":244,"width":820,"height":13}},{"id":"f6313b1b-f343-4cd7-bd92-aa23669b781e","block_type":"box","text":"Director of C.M. Capital Corporation since 2020, and as a director of WellBe Senior Medical since 2023. From 2001 to 2017,","page_number":43,"box":{"x":60,"y":259,"width":854,"height":13}},{"id":"c7d7ff11-db97-4c64-b66b-2455a0182ed8","block_type":"box","text":"Mr. Rajan was the Robert K. Jaedicke Professor of Accounting at the Stanford University Graduate School of Business. In April","page_number":43,"box":{"x":59,"y":274,"width":872,"height":13}},{"id":"74ee0d7d-cd97-49cc-ae3c-958b93588e35","block_type":"box","text":"2017, he received the school’s Robert T. Davis Award for Lifetime Achievement and Service. He has taught accounting for","page_number":43,"box":{"x":59,"y":290,"width":846,"height":12}},{"id":"eed02cd2-42ec-4693-bcee-4bf566679506","block_type":"box","text":"over 25 years to undergraduate, MBA and law students, as well as to senior executives. From 2010 to 2016, Mr. Rajan served","page_number":43,"box":{"x":59,"y":305,"width":868,"height":12}},{"id":"94fb3c37-75fa-44cd-a31b-a651b8f21cb8","block_type":"box","text":"as the Senior Associate Dean for Academic Affairs and head of the MBA Program at the Stanford University Graduate School","page_number":43,"box":{"x":59,"y":320,"width":871,"height":12}},{"id":"a0fe4335-8bd5-485c-9e04-da77ef7e7860","block_type":"box","text":"of Business. Mr. Rajan served as editor of “The Accounting Review” from 2002 to 2008 and is co-author of “Cost Accounting:","page_number":43,"box":{"x":59,"y":335,"width":876,"height":12}},{"id":"80a0f41b-5cef-40f4-84ba-17db448c92a1","block_type":"box","text":"A Managerial Emphasis,” a leading cost accounting textbook. From 2013 to 2018, Mr. Rajan served on the Board of Directors","page_number":43,"box":{"x":59,"y":350,"width":871,"height":12}},{"id":"d60cfd4b-4843-4a4f-849f-5e614d8ecabf","block_type":"box","text":"of Cavium Inc., a semiconductor company. Mr. Rajan holds MS and PhD degrees in Accounting from Carnegie Mellon","page_number":43,"box":{"x":59,"y":365,"width":820,"height":13}},{"id":"c5507d8b-9647-446c-8978-0023e89cd245","block_type":"box","text":"University.","page_number":43,"box":{"x":60,"y":381,"width":70,"height":12}},{"id":"4644cdeb-7951-4daf-a9b5-332b4acfdfac","block_type":"box","text":"Board – Leadership Structure and Oversight Responsibilities","page_number":43,"box":{"x":60,"y":407,"width":416,"height":12}},{"id":"e0b80771-1362-4b7d-98b0-364afd1e82cb","block_type":"box","text":"Overall responsibility for oversight of the Fund rests with the Board. The Board has engaged BFA to manage the Fund on a","page_number":43,"box":{"x":59,"y":433,"width":853,"height":13}},{"id":"4048e87b-a62b-4cbe-9891-bd2ed2452724","block_type":"box","text":"day-to-day basis. The Board is responsible for overseeing BFA and other service providers in the operations of the Fund in","page_number":43,"box":{"x":59,"y":448,"width":848,"height":13}},{"id":"9377f3ac-70e6-494c-9fc7-c417010a8313","block_type":"box","text":"accordance with the provisions of the 1940 Act, applicable provisions of state and other laws and the Trust’s charter. The","page_number":43,"box":{"x":59,"y":463,"width":847,"height":13}},{"id":"95610091-6427-42a1-a11a-579cb0b47f8b","block_type":"box","text":"Board is currently composed of eleven members, nine of whom are Independent Trustees. The Board currently conducts","page_number":43,"box":{"x":60,"y":479,"width":841,"height":12}},{"id":"d70eb498-ac10-46d9-b16e-4fe3d83d0cbf","block_type":"box","text":"regular in person meetings four times a year. In addition, the Board frequently holds special in person or telephonic meetings","page_number":43,"box":{"x":60,"y":494,"width":872,"height":12}},{"id":"0f9845e9-51d9-44ba-99b7-6a2e5e2644d5","block_type":"box","text":"or informal conference calls to discuss specific matters that may arise or require action between regular meetings. The","page_number":43,"box":{"x":59,"y":509,"width":830,"height":12}},{"id":"e7df9858-2a39-4816-9f76-b67175736d2a","block_type":"box","text":"Independent Trustees meet regularly outside the presence of management, in executive session or with other service","page_number":43,"box":{"x":60,"y":524,"width":819,"height":12}},{"id":"eb80d6d3-3dcb-4df8-b24d-b13c84efbcaf","block_type":"box","text":"providers to the Trust.","page_number":43,"box":{"x":59,"y":539,"width":153,"height":12}},{"id":"b2b89b76-c175-4fdb-aaad-69ed29feae35","block_type":"box","text":"The Board has appointed an Independent Trustee to serve in the role of Board Chair. The Board Chair’s role is to preside at all","page_number":43,"box":{"x":59,"y":566,"width":871,"height":12}},{"id":"6ca3efac-3b27-461a-9c54-78936fea6efa","block_type":"box","text":"meetings of the Board and to act as a liaison with service providers, officers, attorneys, and other Trustees generally between","page_number":43,"box":{"x":60,"y":581,"width":872,"height":12}},{"id":"8e19c445-73c6-49fd-bab2-1aca5fd6ad94","block_type":"box","text":"meetings. The Board Chair may also perform such other functions as may be delegated by the Board from time to time. The","page_number":43,"box":{"x":60,"y":596,"width":864,"height":12}},{"id":"3f3b4c79-b3ca-42d7-858e-352aabbebce0","block_type":"box","text":"Board has established seven standing Committees: a Nominating and Governance Committee, an Audit Committee, a 15(c)","page_number":43,"box":{"x":60,"y":611,"width":863,"height":12}},{"id":"634135f7-8e0b-4dad-a5c0-7d9210b0605b","block_type":"box","text":"Committee, a Securities Lending Committee, a Risk Committee, an Equity Plus Committee and a Fixed Income Plus","page_number":43,"box":{"x":59,"y":626,"width":804,"height":12}},{"id":"374be5d3-2213-42fc-9285-9a5116f89fad","block_type":"box","text":"Committee to assist the Board in the oversight and direction of the business and affairs of the Fund, and from time to time","page_number":43,"box":{"x":59,"y":641,"width":856,"height":12}},{"id":"808aff0d-1fcd-4ca6-9108-c01b681d60ff","block_type":"box","text":"the Board may establish ad hoc committees or informal working groups to review and address the policies and practices of","page_number":43,"box":{"x":59,"y":656,"width":863,"height":13}},{"id":"d7a11140-0cca-42cd-a519-a6b9ba7a81b3","block_type":"box","text":"the Fund with respect to certain specified matters. The Chair of each standing Committee is an Independent Trustee. The","page_number":43,"box":{"x":59,"y":671,"width":849,"height":13}},{"id":"63223427-4082-49bc-9307-a7c3d85a8dc6","block_type":"box","text":"role of the Chair of each Committee is to preside at all meetings of the Committee and to act as a liaison with service","page_number":43,"box":{"x":60,"y":686,"width":816,"height":13}},{"id":"b96e2add-20e9-4bb7-8b75-264fa11e23dd","block_type":"box","text":"providers, officers, attorneys and other Trustees between meetings. Each standing Committee meets regularly to conduct the","page_number":43,"box":{"x":59,"y":702,"width":878,"height":12}},{"id":"96b8c9f1-74e2-42e7-9fef-c7f2cb45f409","block_type":"box","text":"oversight functions delegated to the Committee by the Board and reports its finding to the Board. The Board and each","page_number":43,"box":{"x":59,"y":717,"width":824,"height":12}},{"id":"11c940a0-d9a9-4f82-8f3b-ae42553031e5","block_type":"box","text":"standing Committee conduct annual assessments of their oversight function and structure. The Board has determined that","page_number":43,"box":{"x":59,"y":732,"width":863,"height":12}},{"id":"2c0370d0-38bf-41b2-a28a-0697afeac6e7","block_type":"box","text":"the Board’s leadership structure is appropriate because it allows the Board to exercise independent judgment over","page_number":43,"box":{"x":59,"y":747,"width":797,"height":12}},{"id":"3ccbd8b0-d7ad-4760-b998-08ebe871b053","block_type":"box","text":"management and it allocates areas of responsibility among committees of Independent Trustees and the full Board to","page_number":43,"box":{"x":60,"y":762,"width":823,"height":12}},{"id":"d655e9b1-6c10-4155-aa59-3853a3f6ea5e","block_type":"box","text":"enhance effective oversight.","page_number":43,"box":{"x":59,"y":777,"width":194,"height":13}},{"id":"32c03115-6821-4ec0-8733-6985a6a43652","block_type":"box","text":"Day-to-day risk management with respect to the Fund is the responsibility of BFA or other service providers (depending on","page_number":43,"box":{"x":60,"y":804,"width":859,"height":12}},{"id":"9cdff75b-09b4-46d5-a19b-cec35c7f4188","block_type":"box","text":"the nature of the risk), subject to the supervision of BFA. The Fund is subject to a number of risks, including investment,","page_number":43,"box":{"x":59,"y":819,"width":838,"height":12}},{"id":"4565533c-604e-40d7-9471-e3f239b552c7","block_type":"box","text":"compliance, operational, reputational, counterparty and valuation risks, among others. While there are a number of risk","page_number":43,"box":{"x":59,"y":834,"width":836,"height":12}},{"id":"860389c5-ad48-4a30-b7d8-244dab75cf8c","block_type":"box","text":"management functions performed by BFA and other service providers, as applicable, it is not possible to identify and","page_number":43,"box":{"x":60,"y":849,"width":813,"height":12}},{"id":"36bf08c0-999b-4ee9-9daa-8cafbca0c2bd","block_type":"box","text":"eliminate all of the risks applicable to the Fund. The Trustees have an oversight role in this area, satisfying themselves that","page_number":43,"box":{"x":59,"y":864,"width":854,"height":12}},{"id":"e12194cc-2d40-48b3-8608-dfaff3dbbec5","block_type":"box","text":"risk management processes and controls are in place and operating effectively. Risk oversight forms part of the Board’s","page_number":43,"box":{"x":60,"y":879,"width":831,"height":13}},{"id":"8c5f03f7-5a60-47d6-9b76-b48a41d5ff89","block_type":"box","text":"29","page_number":43,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"77a47d94-8894-47e2-aee8-bc60e7768ca5","block_type":"box","text":"general oversight of the Fund and is addressed as part of various Board and committee activities. In some cases, risk","page_number":44,"box":{"x":59,"y":67,"width":814,"height":12}},{"id":"e919643d-de76-449d-8c87-871bb8352129","block_type":"box","text":"management issues are specifically addressed in presentations and discussions. For example, BFA has an independent","page_number":44,"box":{"x":60,"y":82,"width":827,"height":12}},{"id":"4d97f60f-cea5-4206-bc59-801ad0410887","block_type":"box","text":"dedicated Risk and Quantitative Analysis Group (“RQA”) that assists BFA in managing fiduciary and corporate risks, including","page_number":44,"box":{"x":59,"y":97,"width":875,"height":12}},{"id":"4d6df06b-adf1-40b4-92ca-91c1a48f1483","block_type":"box","text":"investment, operational, counterparty credit and enterprise risk. Representatives of RQA meet with the Board to discuss their","page_number":44,"box":{"x":60,"y":112,"width":871,"height":12}},{"id":"e173a31e-0609-4d2e-a612-67ab2d4a454a","block_type":"box","text":"analysis and methodologies, as well as specific risk topics such as operational and counterparty risks relating to the Fund.","page_number":44,"box":{"x":59,"y":127,"width":851,"height":12}},{"id":"9045504d-bb0f-4adc-8eea-cc90ab662645","block_type":"box","text":"The Board, directly or through a committee, also reviews reports from, among others, management and the independent","page_number":44,"box":{"x":59,"y":142,"width":848,"height":13}},{"id":"20cb41d5-d12d-40a0-8c98-56faa0051c83","block_type":"box","text":"registered public accounting firm for the Trust, as appropriate, regarding risks faced by the Fund and management’s risk","page_number":44,"box":{"x":60,"y":157,"width":842,"height":13}},{"id":"a1d98725-4a8d-4dc0-91e3-eb50a4f9d859","block_type":"box","text":"functions. The Board has appointed a Chief Compliance Officer who oversees the implementation and testing of the Trust’s","page_number":44,"box":{"x":59,"y":172,"width":863,"height":13}},{"id":"302ea779-f5c5-4e54-b025-dc993c6df0fc","block_type":"box","text":"compliance program, including assessments by independent third parties, and reports to the Board regarding compliance","page_number":44,"box":{"x":59,"y":188,"width":850,"height":12}},{"id":"70d12b64-9e52-4d2c-825e-872bdd804e01","block_type":"box","text":"matters for the Trust and its principal service providers. In testing and maintaining the compliance program, the Chief","page_number":44,"box":{"x":60,"y":203,"width":823,"height":12}},{"id":"2dffe77e-7431-4c72-a55e-09d37edd7f93","block_type":"box","text":"Compliance Officer (and his or her delegates) assesses key compliance risks affecting the Fund, and addresses them in","page_number":44,"box":{"x":59,"y":218,"width":831,"height":12}},{"id":"8155b97e-23a6-4550-991e-d09be1a75c88","block_type":"box","text":"periodic reports to the Board. In addition, the Audit Committee meets with both the Fund’s independent registered public","page_number":44,"box":{"x":59,"y":233,"width":850,"height":12}},{"id":"b50eed7e-e6eb-441c-9efd-766d4ae0eb6f","block_type":"box","text":"accounting firm and BFA’s internal audit group to review risk controls in place that support the Fund as well as test results.","page_number":44,"box":{"x":59,"y":248,"width":856,"height":12}},{"id":"e07a32c9-2741-4236-ad7c-2687b74c5810","block_type":"box","text":"Board oversight of risk is also performed as needed between meetings through communications between BFA and the Board.","page_number":44,"box":{"x":60,"y":263,"width":876,"height":12}},{"id":"c2e8ad06-c9cb-477d-9c1b-ef6765837caf","block_type":"box","text":"The Independent Trustees have engaged independent legal counsel to assist them in performing their oversight","page_number":44,"box":{"x":59,"y":278,"width":782,"height":13}},{"id":"f10e50a5-90d6-4e28-bca5-6951763fd174","block_type":"box","text":"responsibilities. From time to time, the Board may modify the manner in which it conducts risk oversight. The Board’s","page_number":44,"box":{"x":60,"y":293,"width":821,"height":13}},{"id":"9ac716a0-2215-492b-9934-0b265b60a522","block_type":"box","text":"oversight role does not make it a guarantor of the Fund’s investment performance or other activities.","page_number":44,"box":{"x":59,"y":308,"width":704,"height":13}},{"id":"3e4df121-e5dd-42f3-bb89-2383ba20df7f","block_type":"box","text":"Committees of the Board of Trustees.","page_number":44,"box":{"x":59,"y":335,"width":268,"height":10}},{"id":"796fa4ec-34ab-40f2-a2ae-a9cceaca0a94","block_type":"box","text":"The members of the Audit Committee are Laura F. Fergerson (Chair), Richard L.","page_number":44,"box":{"x":336,"y":335,"width":556,"height":12}},{"id":"b35c04d0-4199-4231-8c23-8ab107a20481","block_type":"box","text":"Fagnani (Co-Chair from January 1, 2025 to June 30, 2025) and John E. Martinez, each of whom is an Independent Trustee.","page_number":44,"box":{"x":60,"y":350,"width":848,"height":12}},{"id":"e60c980f-78c6-46ee-9cc7-0b868cc48da4","block_type":"box","text":"The purposes of the Audit Committee are to assist the Board (i) in its oversight of the Trust’s accounting and financial","page_number":44,"box":{"x":59,"y":365,"width":824,"height":13}},{"id":"fe95a794-94ae-4621-bced-0d59b39b169e","block_type":"box","text":"reporting principles and policies and related controls and procedures maintained by or on behalf of the Trust; (ii) in its","page_number":44,"box":{"x":60,"y":380,"width":823,"height":13}},{"id":"8c459a16-0fe1-43b0-827b-a5815a704cbe","block_type":"box","text":"oversight of the Trust’s financial statements and the independent audit thereof; (iii) in selecting, evaluating and, where","page_number":44,"box":{"x":59,"y":395,"width":829,"height":13}},{"id":"163a3189-5350-4290-ac68-77996ee68a2c","block_type":"box","text":"deemed appropriate, replacing the independent accountants (or nominating the independent accountants to be proposed","page_number":44,"box":{"x":59,"y":411,"width":857,"height":12}},{"id":"92b0de6d-4e1e-471e-906e-a0d959f2e1f1","block_type":"box","text":"for shareholder approval in any proxy statement); (iv) in evaluating the independence of the independent accountants; (v) in","page_number":44,"box":{"x":59,"y":426,"width":871,"height":12}},{"id":"cb0f2425-dfdb-4346-a2f5-6ca066258aa4","block_type":"box","text":"complying with legal and regulatory requirements that relate to the Trust’s accounting and financial reporting, internal","page_number":44,"box":{"x":59,"y":441,"width":829,"height":12}},{"id":"38d238c5-4bf9-4437-91d0-743650c6deca","block_type":"box","text":"controls, compliance controls and independent audits; and (vi) to assume such other responsibilities as may be delegated by","page_number":44,"box":{"x":59,"y":456,"width":873,"height":12}},{"id":"41645678-8117-46e9-b898-c2fe00d7fb61","block_type":"box","text":"the Board. The Audit Committee met five times during the fiscal year ended October 31, 2025.","page_number":44,"box":{"x":59,"y":471,"width":657,"height":12}},{"id":"dbe5367c-75f6-4a4e-bf51-21047d8a4de4","block_type":"box","text":"The members of the Nominating and Governance Committee are Madhav V. Rajan (Chair), Richard L. Fagnani and Laura F.","page_number":44,"box":{"x":59,"y":497,"width":856,"height":13}},{"id":"77a6f6b5-bb7e-44b3-8b59-370feb92c8bd","block_type":"box","text":"Fergerson, each of whom is an Independent Trustee. The Nominating and Governance Committee nominates individuals for","page_number":44,"box":{"x":60,"y":513,"width":869,"height":12}},{"id":"1604d5d0-aef6-4db0-8e4b-934945765178","block_type":"box","text":"Independent Trustee membership on the Board and recommends appointments to the Advisory Board. The Nominating and","page_number":44,"box":{"x":60,"y":528,"width":870,"height":12}},{"id":"2d02cb5d-b438-4866-8d67-277e8ea6ebd4","block_type":"box","text":"Governance Committee functions include, but are not limited to, the following: (i) reviewing the qualifications of any person","page_number":44,"box":{"x":59,"y":543,"width":867,"height":12}},{"id":"c66e166e-be63-46f5-9918-55453ae37de9","block_type":"box","text":"properly identified or nominated to serve as an Independent Trustee; (ii) recommending to the Board and current","page_number":44,"box":{"x":59,"y":558,"width":793,"height":12}},{"id":"db83c9da-4224-4b16-8eac-686f3535b253","block_type":"box","text":"Independent Trustees the nominee(s) for appointment as an Independent Trustee by the Board and current Independent","page_number":44,"box":{"x":60,"y":573,"width":845,"height":12}},{"id":"ad737ff5-6dc2-4f3f-baba-8f210ca6f6af","block_type":"box","text":"Trustees and/or for election as Independent Trustees by shareholders to fill any vacancy for a position of Independent","page_number":44,"box":{"x":59,"y":588,"width":826,"height":13}},{"id":"e2672bcd-aa6f-497b-835b-c8b050990135","block_type":"box","text":"Trustee(s) on the Board; (iii) recommending to the Board and current Independent Trustees the size and composition of the","page_number":44,"box":{"x":59,"y":603,"width":865,"height":13}},{"id":"6668fe9b-b0f0-47cf-acac-fb828dd5b6df","block_type":"box","text":"Board and Board committees and whether they comply with applicable laws and regulations; (iv) recommending a current","page_number":44,"box":{"x":60,"y":618,"width":857,"height":13}},{"id":"4a5dd104-63db-47aa-9a7c-7b6ea6f769c1","block_type":"box","text":"Independent Trustee to the Board and current Independent Trustees to serve as Board Chair; (v) periodic review of the","page_number":44,"box":{"x":60,"y":634,"width":826,"height":12}},{"id":"271ef16d-957d-4274-ab7a-c22e91f46b9a","block_type":"box","text":"Board’s retirement policy; and (vi) recommending an appropriate level of compensation for the Independent Trustees for","page_number":44,"box":{"x":60,"y":649,"width":845,"height":12}},{"id":"929c20b6-0af0-4db2-a5a9-544877743929","block_type":"box","text":"their services as Trustees, members or chairpersons of committees of the Board, Board Chair and any other positions as the","page_number":44,"box":{"x":59,"y":664,"width":864,"height":12}},{"id":"02ef7d3d-a418-451a-80db-63b986f0c107","block_type":"box","text":"Nominating and Governance Committee considers appropriate. The Nominating and Governance Committee does not","page_number":44,"box":{"x":60,"y":679,"width":829,"height":12}},{"id":"8c3bb476-6169-4d02-950f-82f19051c5d2","block_type":"box","text":"consider Board nominations recommended by shareholders (acting solely in their capacity as a shareholder and not in any","page_number":44,"box":{"x":59,"y":694,"width":857,"height":12}},{"id":"6a31742b-44d8-48f8-9836-b8675d5a1a69","block_type":"box","text":"other capacity). The Nominating and Governance Committee met three times during the fiscal year ended October 31, 2025.","page_number":44,"box":{"x":59,"y":709,"width":871,"height":12}},{"id":"bf758cd7-9b9b-40da-a3a6-b5ac3932ee99","block_type":"box","text":"Each Independent Trustee serves on the 15(c) Committee. The Chair of the 15(c) Committee is Richard L. Fagnani. The","page_number":44,"box":{"x":60,"y":736,"width":831,"height":12}},{"id":"1c30571d-d563-4eba-9072-617ce4c0b0ec","block_type":"box","text":"principal responsibilities of the 15(c) Committee are to support, oversee and organize on behalf of the Board the process for","page_number":44,"box":{"x":59,"y":751,"width":865,"height":12}},{"id":"ea83433f-2e62-4270-86c7-909f7197dff5","block_type":"box","text":"the annual review and renewal of the Trust’s advisory and sub-advisory agreements. These responsibilities include: (i)","page_number":44,"box":{"x":59,"y":766,"width":823,"height":12}},{"id":"a675df78-497c-42ae-8440-745bb64c1603","block_type":"box","text":"meeting with BlackRock, Inc. in advance of the Board meeting at which the Trust’s advisory and sub-advisory agreements are","page_number":44,"box":{"x":60,"y":781,"width":877,"height":12}},{"id":"1764989b-e9d5-4354-aee4-0b6658d50a7c","block_type":"box","text":"to be considered to discuss generally the process for providing requested information to the Board and the format in which","page_number":44,"box":{"x":59,"y":796,"width":861,"height":12}},{"id":"e2cf6522-bc5e-478b-994c-53d27598cf3a","block_type":"box","text":"information will be provided; and (ii) considering and discussing with BlackRock, Inc. such other matters and information as","page_number":44,"box":{"x":60,"y":811,"width":867,"height":13}},{"id":"a1ba1526-c9ce-44c1-ad66-589965c11579","block_type":"box","text":"may be necessary and appropriate for the Board to evaluate the investment advisory and sub-advisory agreements of the","page_number":44,"box":{"x":60,"y":826,"width":847,"height":13}},{"id":"579f4ae5-4e31-4f2c-a8e1-e09e9cbea835","block_type":"box","text":"Trust. The 15(c) Committee met two times during the fiscal year ended October 31, 2025.","page_number":44,"box":{"x":59,"y":841,"width":626,"height":13}},{"id":"8a70ad10-9081-4f80-b470-f7c37bd6c747","block_type":"box","text":"The members of the Securities Lending Committee are Jane D. Carlin (Chair), James C. Lam, Drew E. Lawton and John E.","page_number":44,"box":{"x":59,"y":868,"width":836,"height":12}},{"id":"a9a0610d-20db-443c-a942-7227b0f7398b","block_type":"box","text":"Martinez, each of whom is an Independent Trustee. The principal responsibilities of the Securities Lending Committee are to","page_number":44,"box":{"x":59,"y":883,"width":869,"height":12}},{"id":"62601489-568d-4162-ab92-6fc24bda6978","block_type":"box","text":"30","page_number":44,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"fc265404-531f-4571-8adb-8be790548f36","block_type":"box","text":"support, oversee and organize on behalf of the Board the process for oversight of the Trust’s securities lending activities.","page_number":45,"box":{"x":59,"y":67,"width":840,"height":12}},{"id":"5ffb5769-9ef0-4afa-b390-6ae2327dcaf4","block_type":"box","text":"These responsibilities include: (i) requesting that certain information be provided to the Committee for its review and","page_number":45,"box":{"x":59,"y":82,"width":818,"height":12}},{"id":"3bad19fe-813b-43e9-b42b-b039d648b470","block_type":"box","text":"consideration prior to such information being provided to the Board; (ii) considering and discussing with BlackRock, Inc. such","page_number":45,"box":{"x":59,"y":97,"width":878,"height":12}},{"id":"37a24b76-8f27-4a44-adbb-1f051ac301df","block_type":"box","text":"other matters and information as may be necessary and appropriate for the Board to oversee the Trust’s securities lending","page_number":45,"box":{"x":59,"y":112,"width":854,"height":12}},{"id":"59e6ff2f-1a4e-4d63-8c96-02bb2b4bbe0c","block_type":"box","text":"activities and make required findings and approvals; and (iii) providing a recommendation to the Board regarding the annual","page_number":45,"box":{"x":59,"y":127,"width":869,"height":12}},{"id":"56a33128-d4ee-4119-8fe1-cde733b8622d","block_type":"box","text":"approval of the Trust’s Securities Lending Guidelines and the required findings with respect to, and annual approval of, the","page_number":45,"box":{"x":59,"y":142,"width":855,"height":13}},{"id":"fc9aa1f3-5b9d-480a-a8b0-7a39e7e937e9","block_type":"box","text":"Trust’s agreement with the securities lending agent. The Securities Lending Committee met five times during the fiscal year","page_number":45,"box":{"x":59,"y":157,"width":865,"height":13}},{"id":"df899aff-2292-448e-8866-7d807fa06cd0","block_type":"box","text":"ended October 31, 2025.","page_number":45,"box":{"x":59,"y":172,"width":171,"height":12}},{"id":"79f15a29-6d82-436b-bd31-2727526aa0ca","block_type":"box","text":"The members of the Equity Plus Committee are John E. Martinez (Chair), Jane D. Carlin and Richard L. Fagnani, each of whom","page_number":45,"box":{"x":59,"y":199,"width":875,"height":12}},{"id":"a3c48054-13ec-420e-ae50-7335c8f24b44","block_type":"box","text":"is an Independent Trustee. The principal responsibilities of the Equity Plus Committee are to support, oversee and organize on","page_number":45,"box":{"x":60,"y":214,"width":878,"height":12}},{"id":"0b5bde15-3d1b-4ee6-8057-872a2a76af52","block_type":"box","text":"behalf of the Board the process for oversight of Trust performance and related matters for equity funds. These responsibilities","page_number":45,"box":{"x":60,"y":229,"width":878,"height":12}},{"id":"753ff16e-d2cd-400f-9666-d334035414e0","block_type":"box","text":"include: (i) reviewing quarterly reports regarding Trust performance, secondary market trading and changes in net assets to","page_number":45,"box":{"x":60,"y":244,"width":866,"height":13}},{"id":"962e0b83-1efe-4aaa-a260-4de874458ea6","block_type":"box","text":"identify any matters that should be brought to the attention of the Board; and (ii) considering any performance or investment","page_number":45,"box":{"x":60,"y":259,"width":877,"height":13}},{"id":"579fddf3-bac1-4e18-ac36-b6b395932adb","block_type":"box","text":"related matters as may be delegated to the Committee by the Board from time to time and providing a report or","page_number":45,"box":{"x":60,"y":274,"width":780,"height":13}},{"id":"32307507-a731-435a-a6e4-cdeba23862d6","block_type":"box","text":"recommendation to the Board as appropriate. The Equity Plus Committee met four times during the fiscal year ended","page_number":45,"box":{"x":60,"y":290,"width":820,"height":12}},{"id":"4316f1c4-a100-42a3-8c62-6190c754d006","block_type":"box","text":"October 31, 2025.","page_number":45,"box":{"x":59,"y":305,"width":123,"height":11}},{"id":"3d2823a7-75ec-44e7-ab9f-7acb561882fe","block_type":"box","text":"The members of the Fixed Income Plus Committee are Drew E. Lawton (Chair), Laura F. Fergerson, James C. Lam and Madhav","page_number":45,"box":{"x":59,"y":331,"width":879,"height":13}},{"id":"e470b71f-1a52-42c9-956d-9f0a3f122233","block_type":"box","text":"V. Rajan, each of whom is an Independent Trustee. The principal responsibilities of the Fixed Income Plus Committee are to","page_number":45,"box":{"x":59,"y":346,"width":861,"height":13}},{"id":"65575924-a98f-44ed-ad73-f0839ef9d167","block_type":"box","text":"support, oversee and organize on behalf of the Board the process for oversight of Trust performance and related matters for","page_number":45,"box":{"x":59,"y":361,"width":867,"height":13}},{"id":"906d76ec-bef4-4781-aa88-a91e21d7115e","block_type":"box","text":"fixed-income or multi-asset funds. These responsibilities include: (i) reviewing quarterly reports regarding Trust performance,","page_number":45,"box":{"x":59,"y":377,"width":879,"height":12}},{"id":"59ed8b71-05e7-4e74-aeea-e13d1d6b2818","block_type":"box","text":"secondary market trading and changes in net assets to identify any matters that should be brought to the attention of the","page_number":45,"box":{"x":59,"y":392,"width":852,"height":12}},{"id":"66756e67-f888-4bc7-a089-c2bca6c8a4cf","block_type":"box","text":"Board; and (ii) considering any performance or investment related matters as may be delegated to the Committee by the","page_number":45,"box":{"x":60,"y":407,"width":842,"height":12}},{"id":"13f4bf79-e431-407d-84a8-a6365823d80b","block_type":"box","text":"Board from time to time and providing a report or recommendation to the Board as appropriate. The Fixed Income Plus","page_number":45,"box":{"x":60,"y":422,"width":833,"height":12}},{"id":"61c69743-4522-4fa8-b63e-40cfa4e4c74b","block_type":"box","text":"Committee met four times during the fiscal year ended October 31, 2025.","page_number":45,"box":{"x":59,"y":437,"width":512,"height":12}},{"id":"14c5e9a6-e68d-4ff1-9fa1-15137f087355","block_type":"box","text":"The members of the Risk Committee are James C. Lam (Chair), Jane D. Carlin (Co-Chair from January 1, 2025 to June 30,","page_number":45,"box":{"x":59,"y":463,"width":838,"height":13}},{"id":"e4a98bc4-75ac-4253-9e2c-3fd728d6e96f","block_type":"box","text":"2025), Drew E. Lawton and Madhav V. Rajan, each of whom is an Independent Trustee. The principal responsibility of the","page_number":45,"box":{"x":59,"y":479,"width":847,"height":12}},{"id":"ddaa8365-d9da-44b0-a3e2-47695af8b38f","block_type":"box","text":"Risk Committee is to consider and organize on behalf of the Board risk related matters of the Fund so the Board may most","page_number":45,"box":{"x":60,"y":494,"width":853,"height":12}},{"id":"1f771394-b85d-4de1-b93b-5fe02611e34f","block_type":"box","text":"effectively structure itself to oversee them. The Risk Committee commenced on January 1, 2016. The Risk Committee met","page_number":45,"box":{"x":59,"y":509,"width":851,"height":12}},{"id":"e03f10d7-e414-4fa8-b085-297a107184a9","block_type":"box","text":"four times during the fiscal year ended October 31, 2025.","page_number":45,"box":{"x":59,"y":524,"width":398,"height":12}},{"id":"c29cfbbb-b9f2-4fb4-babd-624fe43d860d","block_type":"box","text":"As the Chair of the Board, John E. Kerrigan may serve as an ex-officio member of each Committee.","page_number":45,"box":{"x":59,"y":550,"width":685,"height":13}},{"id":"555d600a-7ecb-4bce-83fe-f7ce9248c8fa","block_type":"box","text":"The following table sets forth, as of December 31, 2025, the dollar range of equity securities beneficially owned by each","page_number":45,"box":{"x":59,"y":577,"width":833,"height":12}},{"id":"e47a6a3b-c105-4079-b603-4097127f0b4e","block_type":"box","text":"Trustee in the Fund and in other registered investment companies overseen by the Trustee within the same family of","page_number":45,"box":{"x":59,"y":592,"width":816,"height":12}},{"id":"6f613c70-3f7b-43cd-8929-fd04130079f3","block_type":"box","text":"investment companies as the Trust. If a fund is not listed below, the Trustee did not own any securities in that fund as of the","page_number":45,"box":{"x":60,"y":607,"width":866,"height":12}},{"id":"838707d6-cc8d-46cc-aed9-63e1b9c2defe","block_type":"box","text":"date indicated above:","page_number":45,"box":{"x":59,"y":622,"width":148,"height":10}},{"id":"33dd1007-69e3-4a93-8aba-e3a1aa926393","block_type":"box","text":"Name Fund","page_number":45,"box":{"x":116,"y":712,"width":302,"height":8}},{"id":"7423004c-0a10-4785-80e0-18852b2ddf88","block_type":"box","text":"Dollar Range of Equity","page_number":45,"box":{"x":618,"y":702,"width":128,"height":10}},{"id":"46f5990c-50dc-41d1-a69a-9568fe71e6ed","block_type":"box","text":"Securities in Named Fund","page_number":45,"box":{"x":608,"y":712,"width":147,"height":8}},{"id":"f70d6921-a458-4646-bfcd-2accc1473922","block_type":"box","text":"Aggregate Dollar Range","page_number":45,"box":{"x":791,"y":652,"width":139,"height":10}},{"id":"926beb79-61d6-430c-9e7e-16609683dbe5","block_type":"box","text":"of Equity Securities in all","page_number":45,"box":{"x":790,"y":662,"width":141,"height":10}},{"id":"63b1ade2-051f-4529-b996-bfc57245fbde","block_type":"box","text":"Registered Investment","page_number":45,"box":{"x":797,"y":672,"width":128,"height":10}},{"id":"99736f45-2034-48dd-8719-d77a3ebd24de","block_type":"box","text":"Companies Overseen by","page_number":45,"box":{"x":791,"y":682,"width":139,"height":10}},{"id":"8ca05088-dd26-4862-aa3e-b99f6444abd5","block_type":"box","text":"Trustee","page_number":45,"box":{"x":839,"y":693,"width":43,"height":7}},{"id":"bf307d8c-bcaa-497e-a2f4-f4429c91755b","block_type":"box","text":"in Family of","page_number":45,"box":{"x":828,"y":702,"width":67,"height":10}},{"id":"db8147c9-4b52-4245-8097-e45b78324d53","block_type":"box","text":"Investment Companies","page_number":45,"box":{"x":795,"y":713,"width":132,"height":9}},{"id":"54983840-e1cd-4787-acc3-a273d122f0a0","block_type":"box","text":"Robert S. 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(collectively referred to in this section as “BlackRock”) and their respective directors, officers or","page_number":50,"box":{"x":59,"y":177,"width":878,"height":13}},{"id":"7ab64efc-9064-4ca4-ab51-3377bdfe4fe5","block_type":"box","text":"employees, with respect to the Funds and/or other accounts managed by BlackRock, may give rise to actual or perceived","page_number":50,"box":{"x":59,"y":193,"width":847,"height":12}},{"id":"06209e5a-dab7-4c88-8879-553a8e495fd8","block_type":"box","text":"conflicts of interest such as those described below.","page_number":50,"box":{"x":59,"y":208,"width":355,"height":9}},{"id":"6bee2eb5-610d-4f09-b2bc-7bf665a3b47b","block_type":"box","text":"BlackRock is one of the world’s largest asset management firms. BlackRock, its subsidiaries and their respective directors,","page_number":50,"box":{"x":60,"y":234,"width":848,"height":13}},{"id":"dac83ba6-c7db-4604-b43c-099ae65c699f","block_type":"box","text":"officers and employees, including the business units or entities and personnel who may be involved in the investment","page_number":50,"box":{"x":59,"y":249,"width":821,"height":13}},{"id":"d28c29d9-8b46-4887-b7e5-1f874d836751","block_type":"box","text":"activities and business operations of a Fund, are engaged worldwide in businesses, including managing equities, fixed","page_number":50,"box":{"x":59,"y":264,"width":824,"height":13}},{"id":"3eaef547-e4b8-4413-abc1-53a5ed3b7778","block_type":"box","text":"income securities, cash and alternative investments, and other financial services, and have interests other than that of","page_number":50,"box":{"x":60,"y":280,"width":825,"height":11}},{"id":"cb8e8fe7-1210-437a-be68-a6cb3e8538c0","block_type":"box","text":"managing the Funds. These are considerations of which investors in a Fund should be aware, and which may cause conflicts","page_number":50,"box":{"x":60,"y":295,"width":871,"height":12}},{"id":"ddd9f548-641c-4d63-a826-caebd8e674f9","block_type":"box","text":"of interest that could disadvantage a Fund and its shareholders. These businesses and interests include potential multiple","page_number":50,"box":{"x":59,"y":310,"width":850,"height":12}},{"id":"1c1f205f-a3d2-4530-817c-4395cde8c165","block_type":"box","text":"advisory, transactional, financial and other relationships with, or interests in companies and interests in securities or other","page_number":50,"box":{"x":59,"y":325,"width":852,"height":12}},{"id":"13dece0d-51b4-43d7-8ea2-7a1e5a7f98fb","block_type":"box","text":"instruments that may be purchased or sold by a Fund.","page_number":50,"box":{"x":60,"y":340,"width":377,"height":12}},{"id":"cb8e29e2-86a5-4490-a08c-81977e1fe28d","block_type":"box","text":"BlackRock has proprietary interests in, and may manage or advise with respect to, accounts or funds (including separate","page_number":50,"box":{"x":60,"y":366,"width":842,"height":13}},{"id":"3b2567ae-972f-4d1d-8944-607f97ee1993","block_type":"box","text":"accounts and other funds and collective investment vehicles) that have investment objectives similar to those of a Fund","page_number":50,"box":{"x":59,"y":382,"width":836,"height":12}},{"id":"05b6aded-b08b-49b3-a7f4-c5e5efc2e06f","block_type":"box","text":"and/or that engage in transactions in the same types of securities, currencies and instruments as the Fund. BlackRock is also","page_number":50,"box":{"x":59,"y":397,"width":875,"height":12}},{"id":"4103fcc2-f621-45ed-aae1-04173c72ca23","block_type":"box","text":"a major participant in the global currency, equities, swap and fixed income markets, in each case, for the accounts of clients","page_number":50,"box":{"x":59,"y":412,"width":865,"height":12}},{"id":"e37afc11-14bd-4bb3-abb0-2c1a6e842973","block_type":"box","text":"and, in some cases, on a proprietary basis. As such, BlackRock is or may be actively engaged in transactions in the same","page_number":50,"box":{"x":59,"y":427,"width":840,"height":12}},{"id":"99197514-6f16-44c6-9d16-25f6c8ff0bc8","block_type":"box","text":"securities, currencies, and instruments in which a Fund invests.","page_number":50,"box":{"x":59,"y":442,"width":441,"height":11}},{"id":"912f2ab6-b940-42fa-ab77-c673b25f6136","block_type":"box","text":"Such activities could affect the prices and availability of the securities, currencies, and instruments in which a Fund invests,","page_number":50,"box":{"x":59,"y":468,"width":859,"height":13}},{"id":"40b43faf-7bb0-4a5f-bf72-ea71336a9c12","block_type":"box","text":"which could have an adverse impact on a Fund’s performance. Such transactions, particularly in respect of most proprietary","page_number":50,"box":{"x":59,"y":484,"width":868,"height":12}},{"id":"5402114f-9fd7-459a-b2b2-2cc70779a996","block_type":"box","text":"accounts or client accounts, will be executed independently of a Fund’s transactions and thus at prices or rates that may be","page_number":50,"box":{"x":59,"y":499,"width":866,"height":12}},{"id":"03ffa152-361e-469b-83fe-3b986feea313","block_type":"box","text":"more or less favorable than those obtained by the Fund. In addition, the portfolio holdings of certain BlackRock-advised","page_number":50,"box":{"x":60,"y":514,"width":834,"height":12}},{"id":"49f3ebf3-c7ea-4c8c-8dec-bb85d1f7ddf9","block_type":"box","text":"investment vehicles managed in an identical or substantially similar manner as certain Funds are made publicly available on a","page_number":50,"box":{"x":60,"y":529,"width":876,"height":12}},{"id":"dcb9124c-6fc3-4f85-99f8-2d2af6099d3b","block_type":"box","text":"more timely basis than the applicable Fund. In some cases, such portfolio holdings are made publicly available on a daily","page_number":50,"box":{"x":60,"y":544,"width":842,"height":12}},{"id":"4d052237-a347-467e-9291-68f38ad07a27","block_type":"box","text":"basis. While not expected, it is possible that a recipient of portfolio holdings information for such an investment vehicle could","page_number":50,"box":{"x":60,"y":559,"width":874,"height":13}},{"id":"113774ec-8ccb-4d9c-8ddb-82fae09a4681","block_type":"box","text":"cause harm to a Fund that is managed in an identical or substantially similar manner, including by trading ahead of or against","page_number":50,"box":{"x":59,"y":574,"width":880,"height":13}},{"id":"b5e775a4-ee07-46aa-b576-a7a74db0a45b","block_type":"box","text":"such Fund based on the information received.","page_number":50,"box":{"x":59,"y":589,"width":320,"height":10}},{"id":"8ce79dec-3f11-42b9-9a3d-55ffeb5cde97","block_type":"box","text":"When BlackRock seeks to purchase or sell the same assets for client accounts, including a Fund, the assets actually","page_number":50,"box":{"x":59,"y":616,"width":806,"height":12}},{"id":"e4c11b8a-3b2a-4635-84e8-4e49f49f3a09","block_type":"box","text":"purchased or sold may be allocated among the accounts on a basis determined in its good faith discretion to be equitable. In","page_number":50,"box":{"x":59,"y":631,"width":873,"height":12}},{"id":"47b8477c-73f7-4d6b-9ea5-c8fc3a302cfb","block_type":"box","text":"some cases, this system may adversely affect the size or price of the assets purchased or sold for a Fund. In addition,","page_number":50,"box":{"x":59,"y":646,"width":815,"height":12}},{"id":"0a0d1bb9-b643-4ec9-88ed-c413a7426df3","block_type":"box","text":"transactions in investments by one or more other accounts managed by BlackRock may have the effect of diluting or","page_number":50,"box":{"x":59,"y":661,"width":816,"height":13}},{"id":"0edf23ae-eb71-4e2a-8a5b-8bd9494ccbf6","block_type":"box","text":"otherwise disadvantaging the values, prices or investment strategies of a Fund, particularly, but not limited to, with respect to","page_number":50,"box":{"x":59,"y":676,"width":876,"height":13}},{"id":"ef4d1a8f-b07b-44e7-891d-2dd5f3d8e92b","block_type":"box","text":"small capitalization, emerging market or less liquid strategies. This may occur with respect to BlackRock-advised accounts","page_number":50,"box":{"x":59,"y":691,"width":855,"height":13}},{"id":"c59dc5a1-3988-4229-9d33-4d7869fd8217","block_type":"box","text":"when investment decisions regarding a Fund are based on research or other information that is also used to support","page_number":50,"box":{"x":59,"y":707,"width":815,"height":12}},{"id":"8b580d1c-3443-482f-90ea-8e8c6f7be29d","block_type":"box","text":"decisions for other accounts. When BlackRock implements a portfolio decision or strategy on behalf of another account","page_number":50,"box":{"x":59,"y":722,"width":839,"height":12}},{"id":"7547e360-c9b9-4363-b7f9-78ae2439f26e","block_type":"box","text":"ahead of, or contemporaneously with, similar decisions or strategies for a Fund, market impact, liquidity constraints, or other","page_number":50,"box":{"x":59,"y":737,"width":874,"height":12}},{"id":"a27f3236-ebb9-4840-822d-6f43545ce846","block_type":"box","text":"factors could result in the Fund receiving less favorable trading results and the costs of implementing such decisions or","page_number":50,"box":{"x":59,"y":752,"width":834,"height":12}},{"id":"438d8f6d-db9b-4e24-9191-7659517002e8","block_type":"box","text":"strategies could be increased or the Fund could otherwise be disadvantaged. BlackRock may, in certain cases, elect to","page_number":50,"box":{"x":59,"y":767,"width":822,"height":12}},{"id":"52fd987b-7b80-4722-a0b5-332ba4ae054e","block_type":"box","text":"implement internal policies and procedures designed to limit such consequences, which may cause a Fund to be unable to","page_number":50,"box":{"x":60,"y":782,"width":858,"height":13}},{"id":"d2b2d5f8-cfc9-49cd-9c83-a3edc130c1c8","block_type":"box","text":"engage in certain activities, including purchasing or disposing of securities, when it might otherwise be desirable for it to do","page_number":50,"box":{"x":59,"y":797,"width":867,"height":13}},{"id":"c716dcba-2606-4cd9-83ea-983b5865987e","block_type":"box","text":"so.","page_number":50,"box":{"x":59,"y":815,"width":18,"height":7}},{"id":"a96400ff-33ca-48b3-b2c8-d7773eae62c1","block_type":"box","text":"Conflicts may also arise because portfolio decisions regarding a Fund may benefit other accounts managed by BlackRock. For","page_number":50,"box":{"x":59,"y":839,"width":879,"height":12}},{"id":"d57f9f0f-8901-4fae-aaee-26c0d2cbc85d","block_type":"box","text":"example, the sale of a long position or establishment of a short position by a Fund may impair the price of the same security","page_number":50,"box":{"x":59,"y":854,"width":870,"height":12}},{"id":"1bb687c4-2d05-4e49-9851-08ad398f233d","block_type":"box","text":"sold short by (and therefore benefit) BlackRock or its other accounts or funds, and the purchase of a security or covering of a","page_number":50,"box":{"x":59,"y":869,"width":875,"height":12}},{"id":"f1ef46e1-1d18-4f04-80dc-1e814fcb6c93","block_type":"box","text":"36","page_number":50,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"9f1e6cce-13b9-4795-bacf-532795e38a43","block_type":"box","text":"short position in a security by a Fund may increase the price of the same security held by (and therefore benefit) BlackRock or","page_number":51,"box":{"x":59,"y":67,"width":880,"height":12}},{"id":"4c581023-b612-492b-998b-faa4839afd68","block_type":"box","text":"its other accounts or funds.","page_number":51,"box":{"x":60,"y":82,"width":191,"height":9}},{"id":"972cbb74-ac02-48cb-b260-9abf80214f39","block_type":"box","text":"BlackRock, on behalf of other client accounts, on the one hand, and a Fund, on the other hand, may invest in or extend credit","page_number":51,"box":{"x":60,"y":108,"width":874,"height":13}},{"id":"7d8eebf4-270b-4d6f-8f33-81076c9a375f","block_type":"box","text":"to different parts of the capital structure of a single issuer. BlackRock may pursue rights, provide advice or engage in other","page_number":51,"box":{"x":59,"y":123,"width":854,"height":13}},{"id":"de22e8dc-8d68-4549-976f-603e57c1e412","block_type":"box","text":"activities, or refrain from pursuing rights, providing advice or engaging in other activities, on behalf of other clients with","page_number":51,"box":{"x":59,"y":138,"width":836,"height":13}},{"id":"6c11c96c-7bfd-4116-840d-8db7a8fa051a","block_type":"box","text":"respect to an issuer in which a Fund has invested, and such actions (or refraining from action) may have a material adverse","page_number":51,"box":{"x":60,"y":154,"width":861,"height":12}},{"id":"70e4ae1c-f2f1-4cbe-806f-ffb202c3dd9d","block_type":"box","text":"effect on the Fund. In situations in which clients of BlackRock (including the Funds) hold positions in multiple parts of the","page_number":51,"box":{"x":59,"y":169,"width":850,"height":12}},{"id":"3607b086-94c5-4bed-a4ed-686470e3a628","block_type":"box","text":"capital structure of an issuer, BlackRock may not pursue certain actions or remedies that may be available to a Fund, as a","page_number":51,"box":{"x":59,"y":184,"width":845,"height":12}},{"id":"18cea644-4875-4ec3-a571-d1db3e0b4fe7","block_type":"box","text":"result of legal and regulatory requirements or otherwise. BlackRock addresses these and other potential conflicts of interest","page_number":51,"box":{"x":60,"y":199,"width":863,"height":12}},{"id":"3e976aae-7327-4f34-b5ed-70f132aaa810","block_type":"box","text":"based on the facts and circumstances of particular situations. For example, BlackRock may determine to rely on information","page_number":51,"box":{"x":60,"y":214,"width":866,"height":12}},{"id":"908ade2e-7b58-4a19-a520-77f1e7fe76cf","block_type":"box","text":"barriers between different business units or portfolio management teams. BlackRock may also determine to rely on the","page_number":51,"box":{"x":60,"y":229,"width":831,"height":12}},{"id":"ccd2730c-1163-4b2a-9e70-7d516bd352f5","block_type":"box","text":"actions of similarly situated holders of loans or securities rather than, or in connection with, taking such actions itself on","page_number":51,"box":{"x":59,"y":244,"width":841,"height":13}},{"id":"3e5964f5-10d2-4545-b10d-74e425ca1c58","block_type":"box","text":"behalf of the Funds.","page_number":51,"box":{"x":60,"y":259,"width":137,"height":10}},{"id":"170f7881-47ab-4f7e-b775-fa5e4d61e189","block_type":"box","text":"In addition, to the extent permitted by applicable law, certain Funds may invest their assets in other funds advised by","page_number":51,"box":{"x":60,"y":286,"width":815,"height":12}},{"id":"82040603-9239-4a5b-9bca-3ee45b27af61","block_type":"box","text":"BlackRock, including funds that are managed by one or more of the same portfolio managers, which could result in conflicts","page_number":51,"box":{"x":60,"y":301,"width":869,"height":12}},{"id":"40e7a4b5-7150-4941-86b9-4c2f7b49d039","block_type":"box","text":"of interest relating to asset allocation, timing of Fund purchases and redemptions or sales, and increased remuneration and","page_number":51,"box":{"x":59,"y":316,"width":864,"height":12}},{"id":"c088e889-fbce-4e18-91c8-bd67209ec562","block_type":"box","text":"profitability for BlackRock and/or its personnel, including portfolio managers.","page_number":51,"box":{"x":59,"y":331,"width":541,"height":13}},{"id":"88f6eb51-0de6-42ab-9bb2-4cdda43dc482","block_type":"box","text":"In certain circumstances, BlackRock, on behalf of the Funds, may seek to buy from or sell securities to another fund or","page_number":51,"box":{"x":60,"y":358,"width":827,"height":12}},{"id":"2d49c089-020c-457b-b05e-efa0f102a973","block_type":"box","text":"account advised by BlackRock. BlackRock may (but is not required to) effect purchases and sales between BlackRock clients","page_number":51,"box":{"x":59,"y":373,"width":866,"height":12}},{"id":"0fbc089d-0e81-4085-83eb-618563311c00","block_type":"box","text":"(“cross trades”), including the Funds, if BlackRock believes such transactions are appropriate based on each party’s","page_number":51,"box":{"x":60,"y":388,"width":804,"height":12}},{"id":"666756bd-9fa5-4b79-86af-533b905ad15b","block_type":"box","text":"investment objectives and guidelines, subject to applicable law and regulation. There may be potential conflicts of interest or","page_number":51,"box":{"x":60,"y":403,"width":872,"height":12}},{"id":"c75949dc-f77c-4868-8828-38dbfed5e3c2","block_type":"box","text":"regulatory issues relating to these transactions which could limit BlackRock’s decision to engage in these transactions for the","page_number":51,"box":{"x":60,"y":418,"width":875,"height":12}},{"id":"079961b0-974a-4155-b6ba-fb9a9f8fb930","block_type":"box","text":"Funds. BlackRock may have a potentially conflicting division of loyalties and responsibilities to the parties in such","page_number":51,"box":{"x":60,"y":433,"width":787,"height":13}},{"id":"a69f639a-0815-4e33-a3c3-1a5f108f3083","block_type":"box","text":"transactions.","page_number":51,"box":{"x":59,"y":449,"width":89,"height":9}},{"id":"b5bd0bc6-e5de-4c53-ab48-667ed066ed77","block_type":"box","text":"BlackRock and its clients may pursue or enforce rights with respect to an issuer in which a Fund has invested, and those","page_number":51,"box":{"x":60,"y":475,"width":839,"height":12}},{"id":"9abf2e58-4a7d-4429-808a-c110a73ff087","block_type":"box","text":"activities may have an adverse effect on the Fund. As a result, prices, availability, liquidity and terms of the Fund’s investments","page_number":51,"box":{"x":59,"y":490,"width":879,"height":12}},{"id":"bb6af171-dc0b-4b8f-9199-96bdb3533a37","block_type":"box","text":"may be negatively impacted by the activities of BlackRock or its clients, and transactions for the Fund may be impaired or","page_number":51,"box":{"x":60,"y":505,"width":847,"height":12}},{"id":"ed7db2d1-ae0f-4a2c-baa4-bc03a6dd2ff0","block_type":"box","text":"effected at prices or terms that may be less favorable than would otherwise have been the case.","page_number":51,"box":{"x":59,"y":520,"width":668,"height":12}},{"id":"eb0cacf3-6bdf-4a17-b1f5-789fe231745e","block_type":"box","text":"The results of a Fund’s investment activities may differ significantly from the results achieved by BlackRock for its proprietary","page_number":51,"box":{"x":59,"y":547,"width":873,"height":12}},{"id":"f98d10b3-0581-48d8-95a3-2dcfe7c78b53","block_type":"box","text":"accounts or other accounts (including investment companies or collective investment vehicles) that it manages or advises. It","page_number":51,"box":{"x":59,"y":562,"width":874,"height":12}},{"id":"6de1e353-eb43-4f21-9829-e916a7bf9bcd","block_type":"box","text":"is possible that one or more accounts managed or advised by BlackRock and such other accounts will achieve investment","page_number":51,"box":{"x":60,"y":577,"width":851,"height":12}},{"id":"d2a6395f-bd0f-44b6-b6e2-692b3de5bb54","block_type":"box","text":"results that are substantially more or less favorable than the results achieved by a Fund. Moreover, it is possible that a Fund","page_number":51,"box":{"x":60,"y":592,"width":858,"height":12}},{"id":"71973bfc-a63f-4754-8d68-a97e50b87361","block_type":"box","text":"will sustain losses during periods in which one or more proprietary or other accounts managed or advised by BlackRock","page_number":51,"box":{"x":59,"y":607,"width":839,"height":12}},{"id":"655c4a16-7437-4f03-8e07-cc86cc29930a","block_type":"box","text":"achieve significant profits. The opposite result is also possible.","page_number":51,"box":{"x":59,"y":622,"width":434,"height":13}},{"id":"df457612-cc51-447a-873a-2c85ac8b8d72","block_type":"box","text":"From time to time, a Fund may be restricted from purchasing or selling securities, or from engaging in other investment","page_number":51,"box":{"x":60,"y":649,"width":837,"height":12}},{"id":"85765185-47a0-4afa-b010-d09fcb41458e","block_type":"box","text":"activities because of regulatory, legal or contractual requirements applicable to BlackRock or other accounts managed or","page_number":51,"box":{"x":59,"y":664,"width":846,"height":12}},{"id":"dc45a1ca-05e4-4728-805e-dbe647676597","block_type":"box","text":"advised by BlackRock, and/or the internal policies of BlackRock designed to comply with such requirements. As a result,","page_number":51,"box":{"x":59,"y":679,"width":840,"height":12}},{"id":"8e7aeb3e-3dcf-476a-9e5b-7e7d4e88e664","block_type":"box","text":"there may be periods, for example, when BlackRock will not initiate or recommend certain types of transactions in certain","page_number":51,"box":{"x":59,"y":694,"width":850,"height":12}},{"id":"2ec25582-2292-4bf4-b98e-80bde1ba601b","block_type":"box","text":"securities or instruments with respect to which BlackRock is performing services or when position limits have been reached.","page_number":51,"box":{"x":59,"y":709,"width":868,"height":12}},{"id":"579b22a3-682f-4888-aa6b-35c220f143af","block_type":"box","text":"For example, the investment activities of BlackRock for its proprietary accounts and accounts under its management may","page_number":51,"box":{"x":60,"y":724,"width":850,"height":13}},{"id":"cd5c7942-840a-4013-bddd-bdc774d21dde","block_type":"box","text":"limit the investment opportunities for a Fund in certain emerging and other markets in which limitations are imposed upon","page_number":51,"box":{"x":60,"y":739,"width":859,"height":13}},{"id":"f845356c-04f9-4de9-9553-bf35fca99cd7","block_type":"box","text":"the amount of investment, in the aggregate or in individual issuers, by affiliated foreign investors.","page_number":51,"box":{"x":59,"y":754,"width":677,"height":13}},{"id":"088a3abc-363f-4ffb-8222-dc8664d61a41","block_type":"box","text":"In connection with its management of a Fund, BlackRock may have access to certain fundamental analysis and proprietary","page_number":51,"box":{"x":60,"y":781,"width":859,"height":12}},{"id":"d6efb048-fd7d-47d6-ae8e-832dbabd31f4","block_type":"box","text":"technical models developed by BlackRock. BlackRock will not be under any obligation, however, to effect transactions on","page_number":51,"box":{"x":59,"y":796,"width":841,"height":12}},{"id":"b1962b48-b662-45f8-96de-487f1448b216","block_type":"box","text":"behalf of a Fund in accordance with such analysis and models. In addition, BlackRock will not have any obligation to make","page_number":51,"box":{"x":60,"y":811,"width":854,"height":13}},{"id":"eb314393-0be4-437a-976c-36038f9a594c","block_type":"box","text":"available any information regarding its proprietary activities or strategies, or the activities or strategies used for other","page_number":51,"box":{"x":59,"y":826,"width":816,"height":13}},{"id":"056b122d-1287-4c64-8300-dd5c57e06522","block_type":"box","text":"accounts managed by them, for the benefit of the management of a Fund and it is not anticipated that BlackRock will have","page_number":51,"box":{"x":59,"y":841,"width":859,"height":13}},{"id":"e26cbfbd-e25e-491b-b7ae-bab59a337c5a","block_type":"box","text":"access to such information for the purpose of managing the Fund. The proprietary activities or portfolio strategies of","page_number":51,"box":{"x":59,"y":857,"width":819,"height":12}},{"id":"75bc0324-f0ac-461f-ab9a-d8d7ddfb6475","block_type":"box","text":"BlackRock, or the activities or strategies used for accounts managed by BlackRock or other client accounts could conflict","page_number":51,"box":{"x":60,"y":872,"width":844,"height":12}},{"id":"55e81769-7a4a-4a9a-bce6-315a78d7e142","block_type":"box","text":"with the transactions and strategies employed by BlackRock in managing a Fund.","page_number":51,"box":{"x":59,"y":887,"width":568,"height":12}},{"id":"8c1f5408-3ed3-429f-9b8f-5c39e8eec48b","block_type":"box","text":"37","page_number":51,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"02bb34d4-2bd2-47a2-aae0-f1b365f36bdc","block_type":"box","text":"The Funds may be included in investment models developed by BlackRock for use by clients and financial advisors. To the","page_number":52,"box":{"x":59,"y":67,"width":851,"height":12}},{"id":"7367b4d0-8a71-4a8b-b143-51a755235c2a","block_type":"box","text":"extent clients invest in these investment models and increase the assets under management of the Funds, the investment","page_number":52,"box":{"x":59,"y":82,"width":852,"height":12}},{"id":"bf307a84-4ddd-46cf-a451-5b70a3b4235a","block_type":"box","text":"management fee amounts paid by the Funds to BlackRock may also increase. The net asset value and liquidity of a Fund may","page_number":52,"box":{"x":60,"y":97,"width":875,"height":12}},{"id":"8ecaff7b-5478-4611-ae17-1763036d8ef8","block_type":"box","text":"be impacted by purchases and sales of the Fund by model-driven investment portfolios, as well as by BlackRock itself and by","page_number":52,"box":{"x":60,"y":112,"width":868,"height":12}},{"id":"f99ff2dd-3985-418c-81ff-7874cf6a5f49","block_type":"box","text":"its advisory clients. In addition, certain principals and certain employees of a Fund’s investment adviser are also principals or","page_number":52,"box":{"x":60,"y":127,"width":868,"height":12}},{"id":"787ad410-e167-4fd4-9939-50af4a313a2f","block_type":"box","text":"employees of other business units or entities within BlackRock. As a result, these principals and employees may have","page_number":52,"box":{"x":59,"y":142,"width":816,"height":13}},{"id":"3e50c605-c052-4d21-bb09-296e53919677","block_type":"box","text":"obligations to such other business units or entities or their clients and such obligations to other business units or entities or","page_number":52,"box":{"x":59,"y":157,"width":865,"height":13}},{"id":"57e4a965-2da3-40cb-9046-92ef7ad6c441","block_type":"box","text":"their clients may be a consideration of which investors in a Fund should be aware.","page_number":52,"box":{"x":59,"y":172,"width":572,"height":13}},{"id":"e583b49e-facf-4c89-a208-6d8f72213bcf","block_type":"box","text":"BlackRock may enter into transactions and invest in securities, instruments and currencies on behalf of a Fund in which","page_number":52,"box":{"x":60,"y":199,"width":835,"height":12}},{"id":"e2941989-ff98-4e7d-96ed-1aad0be87d1d","block_type":"box","text":"clients of BlackRock, or, to the extent permitted by the SEC and applicable law, BlackRock, serves as the counterparty,","page_number":52,"box":{"x":59,"y":214,"width":818,"height":12}},{"id":"381bc934-51ed-4338-b43a-c0f6e2da068e","block_type":"box","text":"principal or issuer. In such cases, such party’s interests in the transaction will be adverse to the interests of the Fund, and","page_number":52,"box":{"x":59,"y":229,"width":844,"height":12}},{"id":"f15c5630-fe45-42ba-b042-477c0b7b2b84","block_type":"box","text":"such party may have no incentive to assure that the Fund obtains the best possible prices or terms in connection with the","page_number":52,"box":{"x":59,"y":244,"width":851,"height":13}},{"id":"88094d05-4a41-43fe-a527-e698ea496115","block_type":"box","text":"transactions. In addition, the purchase, holding and sale of such investments by a Fund may enhance the profitability of","page_number":52,"box":{"x":59,"y":259,"width":838,"height":13}},{"id":"f71ce200-a07a-4aac-ad44-ea07c5e0ad8b","block_type":"box","text":"BlackRock.","page_number":52,"box":{"x":60,"y":274,"width":73,"height":10}},{"id":"37d083a9-bf79-40b0-b127-413c553fb929","block_type":"box","text":"BlackRock may also create, write or issue derivatives for clients, the underlying securities, currencies or instruments of which","page_number":52,"box":{"x":60,"y":301,"width":872,"height":12}},{"id":"7ea7d48c-3ad4-4ee8-926b-bc8e3a14063c","block_type":"box","text":"may be those in which a Fund invests or which may be based on the performance of the Fund. Additionally, an affiliate of","page_number":52,"box":{"x":60,"y":316,"width":847,"height":12}},{"id":"39431a24-0644-48ba-8a6f-155b3d3e6e0c","block_type":"box","text":"BlackRock will create, write or issue options, which may be based on the performance of certain Funds. BlackRock has","page_number":52,"box":{"x":60,"y":331,"width":826,"height":13}},{"id":"e10b3546-83ff-4719-969f-8b7b653fdae2","block_type":"box","text":"entered into an arrangement with Markit Indices Limited, the index provider for underlying fixed-income indexes used by","page_number":52,"box":{"x":59,"y":346,"width":847,"height":13}},{"id":"e6004974-174e-4089-b8aa-bf3c2bd0fcc7","block_type":"box","text":"certain iShares ETFs, related to derivative fixed-income products that are based on such iShares ETFs. Trading activity in","page_number":52,"box":{"x":59,"y":361,"width":837,"height":13}},{"id":"9148a584-4894-4d64-b3d1-cbe9a95ffb62","block_type":"box","text":"these derivative products could also potentially lead to greater liquidity for such products, increased purchase activity with","page_number":52,"box":{"x":59,"y":377,"width":856,"height":12}},{"id":"ed46ab71-92cf-4201-ade7-aa6077538e79","block_type":"box","text":"respect to these iShares ETFs and increased assets under management for BlackRock. A Fund may, subject to applicable law,","page_number":52,"box":{"x":60,"y":392,"width":870,"height":12}},{"id":"ee6840f2-6b4c-4766-93f8-66e4d2fea509","block_type":"box","text":"purchase investments that are the subject of an underwriting or other distribution by BlackRock and may also enter into","page_number":52,"box":{"x":59,"y":407,"width":839,"height":12}},{"id":"dd03548d-49fe-42da-ba4d-a6cd98064b55","block_type":"box","text":"transactions with other clients of BlackRock where such other clients have interests adverse to those of the Fund. At times,","page_number":52,"box":{"x":59,"y":422,"width":859,"height":11}},{"id":"e8f5bf96-9a37-44bb-817b-918c7cab622c","block_type":"box","text":"these activities may cause business units or entities within BlackRock to give advice to clients that may cause these clients to","page_number":52,"box":{"x":59,"y":437,"width":874,"height":12}},{"id":"d025f578-aa6c-4e90-b0a7-9417964c959a","block_type":"box","text":"take actions adverse to the interests of the Fund. To the extent such transactions are permitted, a Fund will deal with","page_number":52,"box":{"x":59,"y":452,"width":816,"height":12}},{"id":"8c871ae9-7d3e-40db-978a-e09fc58cfaf3","block_type":"box","text":"BlackRock on an arms-length basis.","page_number":52,"box":{"x":60,"y":467,"width":247,"height":13}},{"id":"a345eb98-36f7-49fc-b4ad-8ccce6f74633","block_type":"box","text":"To the extent authorized by applicable law, BlackRock may act as broker, dealer, agent, lender or adviser or in other","page_number":52,"box":{"x":59,"y":494,"width":801,"height":12}},{"id":"fdf54690-507e-4a91-b4ee-0601d2760306","block_type":"box","text":"commercial capacities for a Fund. It is anticipated that the commissions, mark-ups, markdowns, financial advisory fees,","page_number":52,"box":{"x":59,"y":509,"width":836,"height":12}},{"id":"1033e4fb-15e2-49ce-99b9-1d6e3584c638","block_type":"box","text":"underwriting and placement fees, sales fees, financing and commitment fees, brokerage fees, other fees, compensation or","page_number":52,"box":{"x":60,"y":524,"width":854,"height":12}},{"id":"415e4e0e-392e-4c7d-b810-b45799129f70","block_type":"box","text":"profits, rates, terms and conditions charged by BlackRock will be in its view commercially reasonable, although BlackRock,","page_number":52,"box":{"x":59,"y":539,"width":855,"height":12}},{"id":"a1c9fdcc-9a81-48fe-8fb1-527366f29871","block_type":"box","text":"including its sales personnel, will have an interest in obtaining fees and other amounts that are favorable to BlackRock and","page_number":52,"box":{"x":60,"y":554,"width":854,"height":13}},{"id":"89419650-bb6d-4802-b6c3-ab1dfdf549dc","block_type":"box","text":"such sales personnel, which may have an adverse effect on the Funds. Index based funds may use an index provider that is","page_number":52,"box":{"x":59,"y":569,"width":858,"height":13}},{"id":"b68f154d-6838-4229-8e74-9b0ca7495f74","block_type":"box","text":"affiliated with another service provider of the Fund or BlackRock that acts as a broker, dealer, agent, lender or in other","page_number":52,"box":{"x":59,"y":584,"width":821,"height":13}},{"id":"fd8ac47a-88f7-493b-924c-4109eff581df","block_type":"box","text":"commercial capacities for a Fund or BlackRock.","page_number":52,"box":{"x":59,"y":600,"width":330,"height":12}},{"id":"5fce8bf7-599d-49ac-8b61-6ddd439bd38f","block_type":"box","text":"Subject to applicable law, BlackRock (and its personnel and other distributors) will be entitled to retain fees and other","page_number":52,"box":{"x":59,"y":626,"width":821,"height":12}},{"id":"5cc1d06a-2df1-42a1-9380-671b0c41673c","block_type":"box","text":"amounts that they receive in connection with their service to the Funds as broker, dealer, agent, lender, adviser or in other","page_number":52,"box":{"x":59,"y":641,"width":851,"height":12}},{"id":"f72b662a-f173-4163-888b-c9713a4452df","block_type":"box","text":"commercial capacities. No accounting to the Funds or their shareholders will be required, and no fees or other compensation","page_number":52,"box":{"x":59,"y":656,"width":875,"height":13}},{"id":"02b61882-97b3-4b58-b54d-f721da8943a3","block_type":"box","text":"payable by the Funds or their shareholders will be reduced by reason of receipt by BlackRock of any such fees or other","page_number":52,"box":{"x":59,"y":671,"width":824,"height":13}},{"id":"a2916c01-3ba0-4dd4-822b-1e875bd294f3","block_type":"box","text":"amounts.","page_number":52,"box":{"x":59,"y":688,"width":65,"height":8}},{"id":"ea3ba22d-975f-43b1-824e-b376972e3515","block_type":"box","text":"When BlackRock acts as broker, dealer, agent, adviser or in other commercial capacities in relation to the Funds, BlackRock","page_number":52,"box":{"x":59,"y":713,"width":858,"height":12}},{"id":"ca7f1ca8-b53b-40dc-a95b-a8a515ecff26","block_type":"box","text":"may take commercial steps in its own interests, which may have an adverse effect on the Funds. A Fund will be required to","page_number":52,"box":{"x":60,"y":728,"width":856,"height":12}},{"id":"9da1069e-92f1-4457-b04a-0a2f29e11444","block_type":"box","text":"establish business relationships with its counterparties based on the Fund’s own credit standing. BlackRock will not have any","page_number":52,"box":{"x":59,"y":743,"width":874,"height":12}},{"id":"5273a956-7637-498b-a681-0effff0dcc86","block_type":"box","text":"obligation to allow its credit to be used in connection with a Fund’s establishment of its business relationships, nor is it","page_number":52,"box":{"x":59,"y":758,"width":831,"height":13}},{"id":"657dcb77-8e8d-4d0a-9909-ad9bb5764fbb","block_type":"box","text":"expected that the Fund’s counterparties will rely on the credit of BlackRock in evaluating the Fund’s creditworthiness.","page_number":52,"box":{"x":59,"y":773,"width":821,"height":13}},{"id":"f8150f58-84d6-4275-bf5c-83797ed4f223","block_type":"box","text":"BTC, an affiliate of BlackRock, pursuant to SEC exemptive relief, acts as securities lending agent to, and receives a share of","page_number":52,"box":{"x":60,"y":800,"width":851,"height":12}},{"id":"621aafff-0252-4a6c-9e88-00de05222616","block_type":"box","text":"securities lending revenues from, the Funds. BlackRock will also receive compensation for managing the reinvestment of the","page_number":52,"box":{"x":59,"y":815,"width":870,"height":12}},{"id":"aea827e2-5127-4f94-b7b8-434959e35b02","block_type":"box","text":"cash collateral from securities lending. There are potential conflicts of interests in managing a securities lending program,","page_number":52,"box":{"x":59,"y":830,"width":851,"height":12}},{"id":"11af22a1-0352-4670-a2bb-6189a6a77c4c","block_type":"box","text":"including but not limited to: (i) BlackRock as securities lending agent may have an incentive to, among other things, increase","page_number":52,"box":{"x":60,"y":845,"width":871,"height":13}},{"id":"9dcabc47-940f-4ecd-aeda-0167053f75fd","block_type":"box","text":"or decrease the amount of securities on loan or to lend particular securities in order to generate additional risk-adjusted","page_number":52,"box":{"x":59,"y":860,"width":838,"height":13}},{"id":"cdddbbae-9841-413b-9951-bbe7022e8dea","block_type":"box","text":"revenue for BlackRock and its affiliates; and (ii) BlackRock as securities lending agent may have an incentive to allocate loans","page_number":52,"box":{"x":60,"y":875,"width":870,"height":13}},{"id":"212f2c0e-a665-4f3f-a968-7dcb38b54563","block_type":"box","text":"38","page_number":52,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"e92b7b8b-38b6-4adb-9487-708f064377e9","block_type":"box","text":"to clients that would provide more revenue to BlackRock. As described further below, BlackRock seeks to mitigate this","page_number":53,"box":{"x":59,"y":67,"width":824,"height":12}},{"id":"879a96d5-d5c1-4165-997f-09c7cfea470e","block_type":"box","text":"conflict by providing its securities lending clients with equal lending opportunities over time in order to approximate pro rata","page_number":53,"box":{"x":59,"y":82,"width":870,"height":12}},{"id":"d86133fd-a560-4bc2-ad8c-77e0ae1521de","block_type":"box","text":"allocation.","page_number":53,"box":{"x":59,"y":97,"width":71,"height":10}},{"id":"2bbf740b-a535-4c20-a783-82cb0fb33e26","block_type":"box","text":"As part of its securities lending program, BlackRock indemnifies the Funds and certain other clients and/ or funds against a","page_number":53,"box":{"x":59,"y":123,"width":863,"height":13}},{"id":"2fa95fcc-da25-48f8-9aa6-cbce97c322c2","block_type":"box","text":"shortfall in collateral in the event of borrower default. On a regular basis, BlackRock calculates the potential dollar exposure of","page_number":53,"box":{"x":59,"y":138,"width":881,"height":13}},{"id":"6dc455ee-2c28-4897-aa9c-7d84016dc01a","block_type":"box","text":"collateral shortfall resulting from a borrower default (“shortfall risk”) in the securities lending program. BlackRock establishes","page_number":53,"box":{"x":59,"y":154,"width":875,"height":12}},{"id":"33a4680a-0fdd-4160-a680-1727e052c893","block_type":"box","text":"program-wide borrower limits (“credit limits”) to actively manage borrower-specific credit exposure. BlackRock oversees the","page_number":53,"box":{"x":59,"y":169,"width":870,"height":12}},{"id":"0f2e6265-e94e-418e-a6f1-b47a90d2ec20","block_type":"box","text":"risk model that calculates projected collateral shortfall values using loan-level factors such as loan and collateral type and","page_number":53,"box":{"x":60,"y":184,"width":848,"height":12}},{"id":"911efc81-ef69-4ba1-a840-85fa14b0ab00","block_type":"box","text":"market value as well as specific borrower credit characteristics. When necessary, BlackRock may adjust securities lending","page_number":53,"box":{"x":60,"y":199,"width":845,"height":12}},{"id":"4923c2a3-95fd-442b-8104-0a2def75bb2a","block_type":"box","text":"program attributes by restricting eligible collateral or reducing borrower credit limits. As a result, the management of","page_number":53,"box":{"x":59,"y":214,"width":818,"height":12}},{"id":"879643e3-ab62-481d-bd11-b9e85fb44169","block_type":"box","text":"program-wide exposure as well as BlackRock-specific indemnification exposure may affect the amount of securities lending","page_number":53,"box":{"x":59,"y":229,"width":866,"height":12}},{"id":"81c6c9c5-de67-48c8-8438-17a2b3f5b315","block_type":"box","text":"activity BlackRock may conduct at any given point in time by reducing the volume of lending opportunities for certain loans","page_number":53,"box":{"x":59,"y":244,"width":864,"height":13}},{"id":"bf043c09-5450-49c9-80f1-ecffe253d704","block_type":"box","text":"(including by asset type, collateral type and/or revenue profile).","page_number":53,"box":{"x":60,"y":259,"width":443,"height":13}},{"id":"66477e78-2dc7-4322-8dde-cc9737867501","block_type":"box","text":"BlackRock may decline to make a securities loan on behalf of a Fund, discontinue lending on behalf of a Fund or terminate a","page_number":53,"box":{"x":60,"y":286,"width":867,"height":12}},{"id":"10696c9f-c078-475f-b73b-97a394976f03","block_type":"box","text":"securities loan on behalf of a Fund for any reason, including but not limited to regulatory requirements and/or market rules,","page_number":53,"box":{"x":59,"y":301,"width":866,"height":12}},{"id":"9ca8aeb9-99c5-46fd-a63d-a6985edfcfda","block_type":"box","text":"liquidity considerations, or credit considerations, which may impact Funds by reducing or eliminating the volume of lending","page_number":53,"box":{"x":60,"y":316,"width":864,"height":12}},{"id":"5b93b049-e9ab-44e7-9bf7-1e04b18df764","block_type":"box","text":"opportunities for certain types of loans, loans in particular markets, loans of particular securities or types of securities, or for","page_number":53,"box":{"x":59,"y":331,"width":867,"height":13}},{"id":"0e78be70-9a79-4d89-adfb-6736daa83a82","block_type":"box","text":"loans overall. In addition, some borrowers may prefer certain BlackRock lenders that provide additional protections against","page_number":53,"box":{"x":60,"y":346,"width":857,"height":13}},{"id":"ba6bf0da-915c-419d-b1dc-96e854fa8932","block_type":"box","text":"lender default that are favored by their prudential regulation.","page_number":53,"box":{"x":60,"y":361,"width":421,"height":13}},{"id":"0110a515-c825-4431-a14a-64475ebb45c8","block_type":"box","text":"BlackRock uses a predetermined systematic process in order to approximate pro rata allocation over time. In order to allocate","page_number":53,"box":{"x":60,"y":388,"width":875,"height":12}},{"id":"4bcb241c-2f74-4e52-9ad3-6827dff18c87","block_type":"box","text":"a loan to a portfolio: (i) BlackRock as a whole must have sufficient lending capacity pursuant to the various program limits","page_number":53,"box":{"x":59,"y":403,"width":854,"height":12}},{"id":"72afb52b-b111-46e3-b307-00962ca78be5","block_type":"box","text":"(","page_number":53,"box":{"x":60,"y":418,"width":4,"height":12}},{"id":"6f1ef003-5f95-4bc0-98a6-2074e06fdf94","block_type":"box","text":"i.e","page_number":53,"box":{"x":65,"y":419,"width":15,"height":9}},{"id":"28e881da-f839-4b0b-accc-f4b049915d43","block_type":"box","text":"., indemnification exposure limit and borrower credit limits); (ii) the lending portfolio must hold the asset at the time a","page_number":53,"box":{"x":81,"y":418,"width":825,"height":12}},{"id":"c9aeeeac-b925-43b3-9628-25f40cd96719","block_type":"box","text":"loan opportunity arrives; and (iii) the lending portfolio must also have enough inventory, either on its own or when","page_number":53,"box":{"x":60,"y":433,"width":798,"height":13}},{"id":"73090d26-fff9-46b3-a4cc-bbd098754b59","block_type":"box","text":"aggregated with other portfolios into one single market delivery, to satisfy the loan request. In doing so, BlackRock seeks to","page_number":53,"box":{"x":59,"y":448,"width":861,"height":13}},{"id":"ac1c4e5f-73a8-4b1a-a134-742d75b9f6a0","block_type":"box","text":"provide equal lending opportunities for all portfolios, independent of whether BlackRock indemnifies the portfolio. Equal","page_number":53,"box":{"x":59,"y":463,"width":839,"height":13}},{"id":"fce052bf-8b7a-45f9-83d9-a3d2ef87f727","block_type":"box","text":"opportunities for lending portfolios does not guarantee equal outcomes. Specifically, short and long-term outcomes for","page_number":53,"box":{"x":59,"y":479,"width":836,"height":12}},{"id":"c683d94d-7b4b-4d9c-82c1-e7cee09449ab","block_type":"box","text":"individual clients may vary due to asset mix, asset/liability spreads on different securities, and the overall limits imposed by","page_number":53,"box":{"x":60,"y":494,"width":858,"height":12}},{"id":"fe10398f-9619-4048-85ef-ffe258d03456","block_type":"box","text":"the firm.","page_number":53,"box":{"x":59,"y":509,"width":58,"height":10}},{"id":"dac41e3d-b524-4432-9de1-1f555d650ee4","block_type":"box","text":"Purchases and sales of securities and other assets for a Fund may be bunched or aggregated with orders for other BlackRock","page_number":53,"box":{"x":60,"y":535,"width":874,"height":13}},{"id":"a6905a85-7634-4148-8b76-3297f934e008","block_type":"box","text":"client accounts, including with accounts that pay different transaction costs solely due to the fact that they have different","page_number":53,"box":{"x":59,"y":550,"width":849,"height":13}},{"id":"a9b9eb00-47b3-429d-bc61-8fd544c7445b","block_type":"box","text":"research payment arrangements. BlackRock, however, is not required to bunch or aggregate orders if portfolio management","page_number":53,"box":{"x":60,"y":566,"width":867,"height":12}},{"id":"233a803c-65b6-4425-9435-e781f1795b60","block_type":"box","text":"decisions for different accounts are made separately, or if they determine that bunching or aggregating is not practicable or","page_number":53,"box":{"x":59,"y":581,"width":864,"height":12}},{"id":"f56f60c4-6a89-4cab-bb7b-dbb16eb18407","block_type":"box","text":"required, or in cases involving client direction.","page_number":53,"box":{"x":60,"y":596,"width":318,"height":12}},{"id":"88e19a3d-2915-4e13-a679-058b4e11207a","block_type":"box","text":"Prevailing trading activity frequently may make impossible the receipt of the same price or execution on the entire volume of","page_number":53,"box":{"x":60,"y":622,"width":872,"height":13}},{"id":"3c792840-7f0f-4663-99d5-711c8d1921d2","block_type":"box","text":"securities purchased or sold. When this occurs, the various prices may be averaged, and the Funds will be charged or","page_number":53,"box":{"x":59,"y":637,"width":819,"height":13}},{"id":"2483fd17-2e61-41a0-87e9-9e36bf6fe73c","block_type":"box","text":"credited with the average price. Thus, the effect of the aggregation may operate on some occasions to the disadvantage of","page_number":53,"box":{"x":59,"y":652,"width":860,"height":13}},{"id":"17241002-bad9-49f3-9a59-c3d34a402059","block_type":"box","text":"the Funds. In addition, under certain circumstances, the Funds will not be charged the same commission or commission","page_number":53,"box":{"x":59,"y":668,"width":843,"height":12}},{"id":"caccd961-7b70-451b-8d19-5effde2f0ae3","block_type":"box","text":"equivalent rates in connection with a bunched or aggregated order.","page_number":53,"box":{"x":59,"y":683,"width":471,"height":12}},{"id":"a0725fce-2710-48d2-b6c8-2e5b907da9a0","block_type":"box","text":"BlackRock does not currently enter into arrangements to use the Fund’s assets for, or participate in, soft dollars, although","page_number":53,"box":{"x":60,"y":709,"width":847,"height":12}},{"id":"f1d9f36b-c91c-402a-964b-5ff8c4287c78","block_type":"box","text":"BlackRock may receive research that is bundled with the trade execution, clearing, and/or settlement services provided by a","page_number":53,"box":{"x":60,"y":724,"width":864,"height":13}},{"id":"91e80152-2725-4f9a-87bd-845cda9f213d","block_type":"box","text":"particular broker-dealer. To the extent that BlackRock receives research on this basis, many of the same conflicts related to","page_number":53,"box":{"x":59,"y":739,"width":857,"height":13}},{"id":"d9b215ee-39c7-4a33-9985-27278a906045","block_type":"box","text":"traditional soft dollars may exist. For example, the research effectively will be paid by client commissions that also will be","page_number":53,"box":{"x":59,"y":754,"width":843,"height":13}},{"id":"919251a6-e627-41ff-a0ef-facccb108a96","block_type":"box","text":"used to pay for the execution, clearing, and settlement services provided by the broker-dealer and will not be paid by","page_number":53,"box":{"x":60,"y":770,"width":814,"height":12}},{"id":"ca4cae91-b010-4990-851f-0752a0c162c3","block_type":"box","text":"BlackRock.","page_number":53,"box":{"x":60,"y":785,"width":73,"height":9}},{"id":"5d1de1fd-b48a-4689-9ddf-4bd669881cb0","block_type":"box","text":"Subject to applicable law, BlackRock may select brokers that furnish BlackRock, the Funds, other BlackRock client accounts or","page_number":53,"box":{"x":59,"y":811,"width":879,"height":13}},{"id":"1e3711d4-c1bd-41b2-a7ee-2ea1074ea47f","block_type":"box","text":"personnel, directly or through correspondent relationships, with research or other appropriate services which provide, in","page_number":53,"box":{"x":59,"y":826,"width":841,"height":13}},{"id":"ae2a23c6-5bf5-4bd9-ad16-76e1deb31af6","block_type":"box","text":"BlackRock’s view, appropriate assistance to BlackRock in the investment decision-making process (including with respect to","page_number":53,"box":{"x":60,"y":841,"width":867,"height":13}},{"id":"3b8258e4-c180-4836-8055-07a73c8e7a1a","block_type":"box","text":"futures, fixed-price offerings and OTC transactions). Such research or other services may include, to the extent permitted by","page_number":53,"box":{"x":59,"y":857,"width":868,"height":12}},{"id":"9b7ff247-dcb4-4168-ac55-e38ac3446f8d","block_type":"box","text":"law, research reports on companies, industries and securities; economic and financial data; financial publications; proxy","page_number":53,"box":{"x":60,"y":872,"width":836,"height":12}},{"id":"cd4404f5-e465-44a3-a608-aa1e5e350582","block_type":"box","text":"analysis; trade industry seminars; computer data bases; research-oriented software and other services and products.","page_number":53,"box":{"x":59,"y":887,"width":816,"height":12}},{"id":"0d179c00-34b3-4040-8f93-54a61d078ca2","block_type":"box","text":"39","page_number":53,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"26f3cc98-5ba9-4b1c-9f29-546803bae284","block_type":"box","text":"Research or other services obtained in this manner may be used in servicing any or all of the Funds and other BlackRock","page_number":54,"box":{"x":60,"y":67,"width":840,"height":12}},{"id":"38b5ba56-de31-4e73-aeba-71e070900a16","block_type":"box","text":"client accounts, including in connection with BlackRock client accounts other than those that pay commissions to the broker","page_number":54,"box":{"x":59,"y":82,"width":875,"height":12}},{"id":"644d7ced-2075-4780-8e02-6a47533cc726","block_type":"box","text":"relating to the research or other service arrangements. Such products and services may disproportionately benefit other","page_number":54,"box":{"x":60,"y":97,"width":839,"height":12}},{"id":"25c958fc-5161-445b-b270-fc0c39b604b2","block_type":"box","text":"BlackRock client accounts relative to the Funds based on the amount of brokerage commissions paid by the Funds and such","page_number":54,"box":{"x":60,"y":112,"width":869,"height":12}},{"id":"ba2cea12-7a8f-479a-99f0-b243291a470c","block_type":"box","text":"other BlackRock client accounts. For example, research or other services that are paid for through one client’s commissions","page_number":54,"box":{"x":59,"y":127,"width":863,"height":12}},{"id":"9cbab063-81e2-4d9e-b18c-053001492c8c","block_type":"box","text":"may not be used in managing that client’s account. In addition, other BlackRock client accounts may receive the benefit,","page_number":54,"box":{"x":60,"y":142,"width":840,"height":13}},{"id":"269fc120-4472-45da-a286-92b4d03cb9a0","block_type":"box","text":"including disproportionate benefits, of economies of scale or price discounts in connection with products and services that","page_number":54,"box":{"x":60,"y":157,"width":861,"height":13}},{"id":"97cfd027-5cf1-4103-b430-34f9dfd3e1bf","block_type":"box","text":"may be provided to the Funds and to such other BlackRock client accounts. To the extent that BlackRock uses soft dollars, it","page_number":54,"box":{"x":60,"y":172,"width":867,"height":13}},{"id":"c2d50285-d875-47c8-8ad7-7a2b80112413","block_type":"box","text":"will not have to pay for those products and services itself.","page_number":54,"box":{"x":59,"y":188,"width":400,"height":12}},{"id":"35319f87-cb94-48dc-8ce3-e8e34b6fe4ca","block_type":"box","text":"BlackRock, unless prohibited by applicable law, may endeavor to execute trades through brokers who, pursuant to such","page_number":54,"box":{"x":60,"y":214,"width":833,"height":12}},{"id":"ca335f42-61a1-4768-83b2-cd5c45fbf7b4","block_type":"box","text":"arrangements, provide research or other services in order to ensure the continued receipt of research or other services","page_number":54,"box":{"x":59,"y":229,"width":827,"height":12}},{"id":"888fe915-f712-492d-935b-9f1cc95bf6d8","block_type":"box","text":"BlackRock believes are useful in its investment decision-making process. BlackRock may from time to time choose not to","page_number":54,"box":{"x":60,"y":244,"width":844,"height":13}},{"id":"09f1146d-dce8-4531-9167-acd34c083f02","block_type":"box","text":"engage in the above described arrangements to varying degrees. BlackRock, unless prohibited by applicable law, may also","page_number":54,"box":{"x":59,"y":259,"width":851,"height":13}},{"id":"2ba1af89-57f8-4f8a-9fbc-4143a29b6ca5","block_type":"box","text":"enter into commission sharing arrangements under which BlackRock may execute transactions through a broker-dealer and","page_number":54,"box":{"x":59,"y":274,"width":871,"height":13}},{"id":"58fea0e5-bc8e-4433-ba5d-7f70e04d7886","block_type":"box","text":"request that the broker-dealer allocate a portion of the commissions or commission credits to another firm that provides","page_number":54,"box":{"x":60,"y":290,"width":844,"height":12}},{"id":"ae2591ca-1603-4e5a-a40a-837eaea2299b","block_type":"box","text":"research to BlackRock. To the extent that BlackRock engages in commission sharing arrangements, many of the same","page_number":54,"box":{"x":60,"y":305,"width":825,"height":12}},{"id":"406408c8-a0c4-4025-b673-e94fa4ead598","block_type":"box","text":"conflicts related to traditional soft dollars may exist.","page_number":54,"box":{"x":59,"y":320,"width":361,"height":12}},{"id":"24a038e7-0c5a-4f7e-ad00-afe67140dcda","block_type":"box","text":"BlackRock may utilize certain electronic crossing networks (“ECNs”) (including, without limitation, ECNs in which BlackRock","page_number":54,"box":{"x":60,"y":346,"width":868,"height":13}},{"id":"37637452-2533-498c-ac68-26bde8f5782f","block_type":"box","text":"has an investment or other interest, to the extent permitted by applicable law) in executing client securities transactions for","page_number":54,"box":{"x":60,"y":361,"width":862,"height":13}},{"id":"86aceaf1-d634-4d07-ac1c-8ca53012b6a2","block_type":"box","text":"certain types of securities. These ECNs may charge fees for their services, including access fees and transaction fees. The","page_number":54,"box":{"x":59,"y":377,"width":846,"height":12}},{"id":"d284eb83-d610-444a-ae10-d7188ef66c46","block_type":"box","text":"transaction fees, which are similar to commissions or markups/markdowns, will generally be charged to clients and, like","page_number":54,"box":{"x":59,"y":392,"width":842,"height":12}},{"id":"69ac1697-d282-4264-a587-d105685fe0ab","block_type":"box","text":"commissions and markups/markdowns, would generally be included in the cost of the securities purchased. Access fees","page_number":54,"box":{"x":59,"y":407,"width":846,"height":12}},{"id":"77640625-bef1-4b44-bdcc-baf0c6af71e1","block_type":"box","text":"may be paid by BlackRock even though incurred in connection with executing transactions on behalf of clients, including the","page_number":54,"box":{"x":60,"y":422,"width":871,"height":12}},{"id":"5a329b1b-067e-49a7-9da4-cf19eb5cc24e","block_type":"box","text":"Funds. In certain circumstances, ECNs may offer volume discounts that will reduce the access fees typically paid by","page_number":54,"box":{"x":60,"y":437,"width":805,"height":12}},{"id":"92d43a3f-e1ff-4c68-95e7-737a92408ad7","block_type":"box","text":"BlackRock. BlackRock will only utilize ECNs consistent with its obligation to seek to obtain best execution in client","page_number":54,"box":{"x":60,"y":452,"width":793,"height":12}},{"id":"53bb2595-9a55-4b9d-82a1-5d82e2dd689e","block_type":"box","text":"transactions.","page_number":54,"box":{"x":59,"y":468,"width":89,"height":9}},{"id":"9de2653a-cca1-4688-b8c2-2ff6489e1025","block_type":"box","text":"BlackRock owns a minority interest in, and is a member of, Members Exchange (“MEMX”), a newly created U.S. stock","page_number":54,"box":{"x":60,"y":494,"width":821,"height":12}},{"id":"02e71320-f821-423f-9d50-13b5254bd2b4","block_type":"box","text":"exchange. Transactions for a Fund may be executed on MEMX if third party brokers select MEMX as the appropriate venue","page_number":54,"box":{"x":59,"y":509,"width":859,"height":12}},{"id":"152089cf-5606-401a-9f61-65f1356e6236","block_type":"box","text":"for execution of orders placed by BlackRock traders on behalf of client portfolios. In addition, transactions in ETF shares may","page_number":54,"box":{"x":59,"y":524,"width":870,"height":12}},{"id":"74fbc88c-6ffc-4e89-b75f-95cbed56f95c","block_type":"box","text":"be executed on MEMX if third party brokers select MEMX as the appropriate venue for the execution of such orders.","page_number":54,"box":{"x":60,"y":539,"width":810,"height":12}},{"id":"3cd35d80-083d-40ea-bff9-4dc1519b7c75","block_type":"box","text":"BlackRock has adopted policies and procedures designed to prevent conflicts of interest from influencing proxy voting","page_number":54,"box":{"x":60,"y":566,"width":825,"height":12}},{"id":"a19f4db8-50a2-4738-ab6c-2488eb75a1fa","block_type":"box","text":"decisions that it makes on behalf of advisory clients, including the Funds, and to help ensure that such decisions are made in","page_number":54,"box":{"x":59,"y":581,"width":872,"height":12}},{"id":"b51eef89-68bb-4014-a073-91792d0d3168","block_type":"box","text":"accordance with BlackRock’s fiduciary obligations to its clients. Nevertheless, notwithstanding such proxy voting policies and","page_number":54,"box":{"x":59,"y":596,"width":876,"height":12}},{"id":"3e7545a9-f552-47e9-9a29-3a7953a0a37d","block_type":"box","text":"procedures, actual proxy voting decisions of BlackRock may have the effect of favoring the interests of other clients or","page_number":54,"box":{"x":59,"y":611,"width":824,"height":12}},{"id":"023c0efb-a461-445e-b2b8-91e01811c3cf","block_type":"box","text":"businesses of other divisions or units of BlackRock, provided that BlackRock believes such voting decisions to be in","page_number":54,"box":{"x":60,"y":626,"width":801,"height":12}},{"id":"06719c16-754e-4b04-b111-8e43e8827fcf","block_type":"box","text":"accordance with its fiduciary obligations. For a more detailed discussion of these policies and procedures, see “Proxy Voting","page_number":54,"box":{"x":59,"y":641,"width":866,"height":12}},{"id":"4ea4bdbb-33c3-47ec-be80-2ff917623c01","block_type":"box","text":"Policies.”","page_number":54,"box":{"x":60,"y":656,"width":60,"height":10}},{"id":"307997e7-54d1-4841-9bb6-9d7fb2c54d80","block_type":"box","text":"It is also possible that, from time to time, BlackRock and /or its advisory clients (including other funds and separately","page_number":54,"box":{"x":60,"y":683,"width":819,"height":12}},{"id":"0d62e84c-66bc-4657-8de7-567a0e5bf206","block_type":"box","text":"managed accounts) may, subject to compliance with applicable law, purchase and hold shares of a Fund. Increasing a Fund’s","page_number":54,"box":{"x":60,"y":698,"width":874,"height":12}},{"id":"d0629b86-6be9-473c-9a4c-249a47ce61af","block_type":"box","text":"assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce","page_number":54,"box":{"x":59,"y":713,"width":861,"height":12}},{"id":"5b9f61e7-ce3e-4db9-83e6-d7ea7e32e783","block_type":"box","text":"the Fund’s expense ratio.","page_number":54,"box":{"x":59,"y":728,"width":174,"height":12}},{"id":"fb711c8d-8529-429e-92b9-6121125f097a","block_type":"box","text":"BlackRock reserves the right, subject to compliance with applicable law, to sell into the market or redeem in Creation Units","page_number":54,"box":{"x":60,"y":754,"width":854,"height":13}},{"id":"2b08ebd4-3566-4b7f-b857-72dd4afdfe68","block_type":"box","text":"through an Authorized Participant at any time some or all of the shares of the Fund acquired for its own accounts or the","page_number":54,"box":{"x":59,"y":770,"width":840,"height":12}},{"id":"13188086-bb03-4ef0-be7e-4d6394bb8b7e","block_type":"box","text":"account of a BlackRock advisory client. A large sale or redemption of shares of the Fund by BlackRock itself or a BlackRock","page_number":54,"box":{"x":59,"y":785,"width":856,"height":12}},{"id":"dc6bab51-aa6d-422e-af03-31ebc7186a8c","block_type":"box","text":"advisory client could significantly reduce the asset size of the Fund, which might have an adverse effect on the Fund’s","page_number":54,"box":{"x":59,"y":800,"width":822,"height":12}},{"id":"a091bbaf-eb89-47a3-96a3-2777318a8d80","block_type":"box","text":"liquidity, investment flexibility, portfolio diversification, expense ratio or ability to comply with the listing requirements for the","page_number":54,"box":{"x":60,"y":815,"width":871,"height":12}},{"id":"271f00af-63fb-49c1-94b5-ff71ba773cc0","block_type":"box","text":"Fund.","page_number":54,"box":{"x":60,"y":830,"width":37,"height":10}},{"id":"b3065b4a-4756-4edd-a3e5-a6b7cdd23f28","block_type":"box","text":"It is possible that a Fund may invest in securities of, or engage in transactions with, companies in which BlackRock has","page_number":54,"box":{"x":60,"y":857,"width":828,"height":12}},{"id":"148a7b29-840e-4340-ba58-9f563e712166","block_type":"box","text":"significant debt or equity investments or other interests. A Fund may also invest in issuances (such as structured notes) by","page_number":54,"box":{"x":59,"y":872,"width":858,"height":12}},{"id":"3e4049d3-03b8-49e5-a190-8c3fbeccd4e8","block_type":"box","text":"entities for which BlackRock provides and is compensated for cash management services relating to the proceeds from the","page_number":54,"box":{"x":59,"y":887,"width":861,"height":12}},{"id":"050d714e-300a-4255-8657-69b780cb5706","block_type":"box","text":"40","page_number":54,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"f3a94ae9-295c-4e12-bb19-13db9cc54c54","block_type":"box","text":"sale of such issuances. In making investment decisions for a Fund, BlackRock is not permitted to obtain or use material non","page_number":55,"box":{"x":59,"y":67,"width":870,"height":12}},{"id":"e2dac1e3-3e02-49eb-be9a-82cea5515d7d","block_type":"box","text":"public information acquired by any unit of BlackRock, in the course of these activities. In addition, from time to time, the","page_number":55,"box":{"x":59,"y":82,"width":840,"height":12}},{"id":"8f684856-61a6-4b5b-b85d-d39edaaad7d1","block_type":"box","text":"activities of BlackRock may limit a Fund’s flexibility in purchases and sales of securities. As indicated below, BlackRock may","page_number":55,"box":{"x":59,"y":97,"width":860,"height":12}},{"id":"3a12269a-c0a5-4f0f-9fa7-2c5480afbf5b","block_type":"box","text":"engage in transactions with companies in which BlackRock-advised funds or other clients of BlackRock have an investment.","page_number":55,"box":{"x":59,"y":112,"width":867,"height":12}},{"id":"87192dd5-df94-4fa1-8730-bff0e45c4741","block_type":"box","text":"BlackRock and its personnel and other financial service providers may have interests in promoting sales of the Funds. With","page_number":55,"box":{"x":60,"y":138,"width":855,"height":13}},{"id":"837ed03f-81d7-4ddb-b6bf-6964081e5f28","block_type":"box","text":"respect to BlackRock and its personnel, the remuneration and profitability relating to services to and sales of the Funds or","page_number":55,"box":{"x":60,"y":154,"width":849,"height":12}},{"id":"20a14941-d0ee-4efb-ba58-89947a651d2e","block_type":"box","text":"other products may be greater than remuneration and profitability relating to services to and sales of certain funds or other","page_number":55,"box":{"x":59,"y":169,"width":863,"height":12}},{"id":"0c368cac-6354-4e43-92cd-bd0e86150b8b","block_type":"box","text":"products that might be provided or offered. BlackRock and its sales personnel may directly or indirectly receive a portion of","page_number":55,"box":{"x":59,"y":184,"width":860,"height":12}},{"id":"2a46d350-1eb4-4261-bf12-af1087d9dd2c","block_type":"box","text":"the fees and commissions charged to the Funds or their shareholders. BlackRock and its advisory or other personnel may","page_number":55,"box":{"x":59,"y":199,"width":849,"height":12}},{"id":"b618e4d7-90d6-457e-ae48-477a77eca6ec","block_type":"box","text":"also benefit from increased amounts of assets under management. Fees and commissions may also be higher than for other","page_number":55,"box":{"x":59,"y":214,"width":872,"height":12}},{"id":"560f9c21-9fb1-432f-bd5b-e4bbe493afec","block_type":"box","text":"products or services, and the remuneration and profitability to BlackRock and such personnel resulting from transactions on","page_number":55,"box":{"x":59,"y":229,"width":869,"height":12}},{"id":"d0af11e7-f1ef-4788-ba48-483d6bc06d9f","block_type":"box","text":"behalf of or management of the Funds may be greater than the remuneration and profitability resulting from other funds or","page_number":55,"box":{"x":60,"y":244,"width":865,"height":13}},{"id":"32d3378e-7cc8-4069-b221-434faa1b1df1","block_type":"box","text":"products.","page_number":55,"box":{"x":59,"y":259,"width":65,"height":13}},{"id":"3802265c-d299-44c9-9a51-ea03dbbd820f","block_type":"box","text":"Third parties, including service providers to BlackRock or the Fund, may sponsor events (including, but not limited to,","page_number":55,"box":{"x":59,"y":286,"width":820,"height":12}},{"id":"69ed5eae-d1f3-4f6a-b3c9-74da3443d744","block_type":"box","text":"marketing and promotional activities and presentations, educational training programs and conferences) for registered","page_number":55,"box":{"x":60,"y":301,"width":832,"height":12}},{"id":"61d822c6-8495-4e85-a841-0904f448b559","block_type":"box","text":"representatives, other professionals and individual investors. There is a potential conflict of interest as such sponsorships","page_number":55,"box":{"x":60,"y":316,"width":845,"height":12}},{"id":"d1ed33e7-1c75-474a-b315-de822a70eacb","block_type":"box","text":"may defray the costs of such activities to BlackRock, and may provide an incentive to BlackRock to retain such third parties to","page_number":55,"box":{"x":60,"y":331,"width":876,"height":13}},{"id":"2e7bbe15-11f5-446c-91a9-1d924f1bd987","block_type":"box","text":"provide services to the Fund.","page_number":55,"box":{"x":59,"y":346,"width":200,"height":13}},{"id":"988714ce-cb30-4476-9e79-4023a7b02032","block_type":"box","text":"BlackRock may provide valuation assistance to certain clients with respect to certain securities or other investments and the","page_number":55,"box":{"x":60,"y":373,"width":867,"height":12}},{"id":"7364480d-6175-4613-baa6-ee0fa4d4bd45","block_type":"box","text":"valuation recommendations made for such clients’ accounts may differ from the valuations for the same securities or","page_number":55,"box":{"x":59,"y":388,"width":821,"height":12}},{"id":"20ae50d3-d9bf-4092-b764-331e4a53c9a9","block_type":"box","text":"investments assigned by a Fund’s pricing vendors, especially if such valuations are based on broker-dealer quotes or other","page_number":55,"box":{"x":60,"y":403,"width":854,"height":12}},{"id":"45d0cd9a-8617-49cf-bb13-ed35fd168da9","block_type":"box","text":"data sources unavailable to the Fund’s pricing vendors. While BlackRock will generally communicate its valuation information","page_number":55,"box":{"x":59,"y":418,"width":877,"height":12}},{"id":"162d04fc-91a9-428b-bda6-bd321c6be78e","block_type":"box","text":"or determinations to a Fund’s pricing vendors and/or fund accountants, there may be instances where the Fund’s pricing","page_number":55,"box":{"x":59,"y":433,"width":849,"height":13}},{"id":"29b46765-d0f7-4c68-9cb2-84fe6f3caf9d","block_type":"box","text":"vendors or fund accountants assign a different valuation to a security or other investment than the valuation for such","page_number":55,"box":{"x":59,"y":448,"width":821,"height":13}},{"id":"e9075cad-0da5-4f8e-aa2f-361b423afe9d","block_type":"box","text":"security or investment determined or recommended by BlackRock.","page_number":55,"box":{"x":59,"y":463,"width":466,"height":13}},{"id":"dd8112c3-6d4a-47dc-92d8-9b335eddcfc8","block_type":"box","text":"As disclosed in more detail in “Determination of Net Asset Value” in this SAI, when market quotations are not readily","page_number":55,"box":{"x":59,"y":490,"width":816,"height":12}},{"id":"3cef9973-b1c7-44a1-9219-929a7e597921","block_type":"box","text":"available or are believed by BlackRock to be unreliable, a Fund’s investments are valued at fair value by BlackRock. BlackRock","page_number":55,"box":{"x":59,"y":505,"width":869,"height":12}},{"id":"09d7e611-a4b5-4b73-a8a2-f621b48bd996","block_type":"box","text":"has been designated as the Fund’s valuation designee pursuant to Rule 2a-5 under the Investment Company Act and acts","page_number":55,"box":{"x":60,"y":520,"width":851,"height":12}},{"id":"959f3fb2-a803-4a3b-b590-f7afaf415553","block_type":"box","text":"through BlackRock’s Rule 2a-5 Committee (the “2a-5 Committee”), with assistance from other BlackRock pricing committees","page_number":55,"box":{"x":59,"y":535,"width":879,"height":13}},{"id":"3d73223f-344c-4bfa-87b1-bca1b10f14aa","block_type":"box","text":"and in accordance with BlackRock’s policies and procedures (the “Valuation Procedures”). When determining a “fair value","page_number":55,"box":{"x":59,"y":550,"width":854,"height":13}},{"id":"3d991450-faa1-4451-a694-43eee23c4658","block_type":"box","text":"price,” the 2a-5 Committee seeks to determine the price that a Fund might reasonably expect to receive from the current sale","page_number":55,"box":{"x":59,"y":566,"width":878,"height":12}},{"id":"00f3b0f0-7cb3-411a-a050-9da045c0549c","block_type":"box","text":"of that asset or liability in an arm’s-length transaction. The price generally may not be determined based on what a Fund","page_number":55,"box":{"x":59,"y":581,"width":844,"height":12}},{"id":"cd6ff7a2-3319-468f-b1b9-a171a25a5bda","block_type":"box","text":"might reasonably expect to receive for selling an asset or liability at a later time or if it holds the asset or liability to maturity.","page_number":55,"box":{"x":60,"y":596,"width":863,"height":12}},{"id":"15930967-4b60-43aa-8492-04dbe6b5ab26","block_type":"box","text":"While fair value determinations will be based upon all available factors that BlackRock deems relevant at the time of the","page_number":55,"box":{"x":59,"y":611,"width":835,"height":12}},{"id":"bd7f0a7b-5b56-4665-9089-7aa733e96608","block_type":"box","text":"determination, and may be based on analytical values determined by BlackRock using proprietary or third party valuation","page_number":55,"box":{"x":59,"y":626,"width":846,"height":12}},{"id":"720039c8-b4ff-4570-aefb-f1f8443670af","block_type":"box","text":"models, fair value represents only a good faith approximation of the value of an asset or liability. The fair value of one or more","page_number":55,"box":{"x":60,"y":641,"width":876,"height":12}},{"id":"5df1f59e-f4db-4c59-bafa-d5d208dca657","block_type":"box","text":"assets or liabilities may not, in retrospect, be the price at which those assets or liabilities could have been sold during the","page_number":55,"box":{"x":59,"y":656,"width":843,"height":13}},{"id":"4595a5f3-3d17-474c-bb35-15d5e12e36f7","block_type":"box","text":"period in which the particular fair values were used in determining a Fund’s NAV. As a result, a Fund’s sale or redemption of","page_number":55,"box":{"x":59,"y":671,"width":865,"height":13}},{"id":"ab1d4aef-1461-466f-8663-6e735977f7c7","block_type":"box","text":"its shares at NAV, at a time when a holding or holdings are valued by the 2a-5 Committee at fair value, may have the effect of","page_number":55,"box":{"x":60,"y":686,"width":873,"height":13}},{"id":"fa77a975-36e3-4a23-b67c-aabd216ec6f6","block_type":"box","text":"diluting or increasing the economic interest of existing shareholders and may affect the amount of revenue received by","page_number":55,"box":{"x":59,"y":702,"width":832,"height":12}},{"id":"5bb82982-67e8-4d21-8bb8-3e94965492fb","block_type":"box","text":"BlackRock with respect to services for which it receives an asset-based fee.","page_number":55,"box":{"x":60,"y":717,"width":522,"height":12}},{"id":"22caea98-44a0-4db5-8e6d-d334336cc965","block_type":"box","text":"To the extent permitted by applicable law, a Fund may invest all or some of its short term cash investments in any money","page_number":55,"box":{"x":59,"y":743,"width":847,"height":12}},{"id":"b44a32ce-015f-4ad6-8e45-fb76255a962d","block_type":"box","text":"market fund or similarly-managed private fund advised or managed by BlackRock. In connection with any such investments,","page_number":55,"box":{"x":60,"y":758,"width":870,"height":13}},{"id":"ed52ed5b-f213-40f0-9e59-6fc892063e0d","block_type":"box","text":"a Fund, to the extent permitted by the Investment Company Act, may pay its share of expenses of a money market fund or","page_number":55,"box":{"x":59,"y":773,"width":857,"height":13}},{"id":"649befc3-46c7-48bc-9c01-b32f14ff5eab","block_type":"box","text":"other similarly managed private fund in which it invests, which may result in a Fund bearing some additional expenses.","page_number":55,"box":{"x":59,"y":788,"width":832,"height":13}},{"id":"a86909b8-a0ef-4f6c-a464-5432bda98e31","block_type":"box","text":"BlackRock and its directors, officers and employees, may buy and sell securities or other investments for their own accounts","page_number":55,"box":{"x":60,"y":815,"width":866,"height":12}},{"id":"0eb1b794-fda8-4815-8638-e5933c52197b","block_type":"box","text":"and may have conflicts of interest with respect to investments made on behalf of a Fund. As a result of differing trading and","page_number":55,"box":{"x":59,"y":830,"width":865,"height":12}},{"id":"9cd788ff-cae2-4fe3-9520-e5c054a0a308","block_type":"box","text":"investment strategies or constraints, positions may be taken by directors, officers and employees of BlackRock that are the","page_number":55,"box":{"x":60,"y":845,"width":855,"height":13}},{"id":"15af77ea-b642-4f81-9261-05eb9dab1959","block_type":"box","text":"same, different from or made at different times than positions taken for the Fund. To lessen the possibility that a Fund will be","page_number":55,"box":{"x":59,"y":860,"width":873,"height":13}},{"id":"0c833e19-03a7-4b31-9ced-eb42b66b584c","block_type":"box","text":"adversely affected by this personal trading, the Fund, BRIL and BlackRock each have adopted a Code of Ethics in compliance","page_number":55,"box":{"x":59,"y":875,"width":868,"height":13}},{"id":"879a8f7b-06eb-478d-b232-135d087f9a27","block_type":"box","text":"41","page_number":55,"box":{"x":490,"y":916,"width":14,"height":9}},{"id":"a72d40ed-ba84-4687-8e16-f6c2484c2d50","block_type":"box","text":"with Section 17(j) of the Investment Company Act that restricts securities trading in the personal accounts of investment","page_number":56,"box":{"x":59,"y":67,"width":846,"height":12}},{"id":"e2b8fba1-6c95-4ae6-8838-5a207c8532aa","block_type":"box","text":"professionals and others who normally come into possession of information regarding the Fund’s portfolio transactions.","page_number":56,"box":{"x":59,"y":82,"width":841,"height":12}},{"id":"00309402-6b9f-4133-ab48-f036f349f2c4","block_type":"box","text":"Each Code of Ethics is also available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov, and copies","page_number":56,"box":{"x":60,"y":97,"width":850,"height":12}},{"id":"5a905a8e-9e17-4a26-929d-fc37195d7788","block_type":"box","text":"may be obtained, after paying a duplicating fee, by e-mail at publicinfo@sec.gov.","page_number":56,"box":{"x":60,"y":112,"width":562,"height":12}},{"id":"8791b8be-41f5-4568-993d-1efef2fd16fb","block_type":"box","text":"BlackRock will not purchase securities or other property from, or sell securities or other property to, a Fund, except that the","page_number":56,"box":{"x":60,"y":138,"width":860,"height":13}},{"id":"f945c14a-7a25-4292-a457-78e9862976dc","block_type":"box","text":"Fund may in accordance with rules or guidance adopted under the Investment Company Act engage in transactions with","page_number":56,"box":{"x":60,"y":154,"width":847,"height":12}},{"id":"1afbae2c-f24a-4c95-b5b1-e01928fcfbde","block_type":"box","text":"another Fund or accounts that are affiliated with the Fund as a result of common officers, directors, or investment advisers or","page_number":56,"box":{"x":59,"y":169,"width":878,"height":11}},{"id":"2ead95e2-142a-4a3b-85eb-d0f30043b452","block_type":"box","text":"pursuant to exemptive orders granted to the Funds and/or BlackRock by the SEC. These transactions would be effected in","page_number":56,"box":{"x":59,"y":184,"width":852,"height":12}},{"id":"3a98f245-0fab-437d-b76a-16b6c6aa77b0","block_type":"box","text":"circumstances in which BlackRock determined that it would be appropriate for the Fund to purchase and another client of","page_number":56,"box":{"x":59,"y":199,"width":856,"height":12}},{"id":"62672eb7-c1c6-4b12-94e3-d44402b8590b","block_type":"box","text":"BlackRock to sell, or the Fund to sell and another client of BlackRock to purchase, the same security or instrument on the","page_number":56,"box":{"x":60,"y":214,"width":846,"height":12}},{"id":"3006cd25-b71f-43d8-84d3-52dbba1fdb15","block_type":"box","text":"same day. From time to time, the activities of a Fund may be restricted because of regulatory requirements applicable to","page_number":56,"box":{"x":59,"y":229,"width":840,"height":12}},{"id":"7b7bb756-4e25-40cd-b96d-b774b9e57c7c","block_type":"box","text":"BlackRock and/or BlackRock’s internal policies designed to comply with, limit the applicability of, or otherwise relate to such","page_number":56,"box":{"x":60,"y":244,"width":869,"height":13}},{"id":"39875ec8-98e5-4bbf-95c8-ee9f236718d3","block_type":"box","text":"requirements. A client not advised by BlackRock would not be subject to some of those considerations. There may be periods","page_number":56,"box":{"x":60,"y":259,"width":876,"height":13}},{"id":"09128a34-2c5c-45f5-b1ed-3af93de97339","block_type":"box","text":"when BlackRock may not initiate or recommend certain types of transactions, or may otherwise restrict or limit its advice in","page_number":56,"box":{"x":59,"y":274,"width":863,"height":13}},{"id":"8fce8a61-9b13-416f-afce-10a0c1dfc1ce","block_type":"box","text":"certain securities or instruments issued by or related to companies for which BlackRock is performing advisory or other","page_number":56,"box":{"x":59,"y":290,"width":835,"height":12}},{"id":"779c4a2d-dc5f-4e12-95fd-30e732ab19c4","block_type":"box","text":"services or has proprietary positions. For example, when BlackRock is engaged to provide advisory or risk management","page_number":56,"box":{"x":59,"y":305,"width":834,"height":12}},{"id":"b531cf74-192d-4a81-82a5-21a6bea757b3","block_type":"box","text":"services for a company, BlackRock may be prohibited from or limited in purchasing or selling securities of that company on","page_number":56,"box":{"x":59,"y":320,"width":859,"height":12}},{"id":"377fffdf-8c3b-4bff-9472-cca0111c0788","block_type":"box","text":"behalf of a Fund, particularly where such services result in BlackRock obtaining material non-public information about the","page_number":56,"box":{"x":60,"y":335,"width":853,"height":12}},{"id":"20b1084a-779d-43a7-91f0-56b6e937a043","block_type":"box","text":"company (","page_number":56,"box":{"x":59,"y":350,"width":74,"height":12}},{"id":"d803767d-c15b-4898-9ee7-0e099ec09d94","block_type":"box","text":"e.g","page_number":56,"box":{"x":134,"y":353,"width":20,"height":9}},{"id":"00de3fb4-a9a2-4b2e-867f-4f8ff14707b5","block_type":"box","text":"., in connection with participation in a creditors’ committee). Similar situations could arise if personnel of","page_number":56,"box":{"x":155,"y":350,"width":736,"height":12}},{"id":"f41da29c-5677-4be9-938f-1eb46f17e3ae","block_type":"box","text":"BlackRock serve as directors of companies the securities of which the Funds wish to purchase or sell. However, if permitted","page_number":56,"box":{"x":60,"y":365,"width":860,"height":13}},{"id":"9e28e48e-f0d7-49da-a1ce-8093f366d5d9","block_type":"box","text":"by applicable law, and where consistent with BlackRock’s policies and procedures (including the necessary implementation","page_number":56,"box":{"x":60,"y":380,"width":860,"height":13}},{"id":"83b068d8-7ed2-4470-a703-5345d7db1438","block_type":"box","text":"of appropriate information barriers), the Funds may purchase securities or instruments that are issued by such companies,","page_number":56,"box":{"x":59,"y":395,"width":858,"height":13}},{"id":"132b7ef0-ae19-4a95-955a-4d8da5ca3c20","block_type":"box","text":"are the subject of an advisory or risk management assignment by BlackRock, or where personnel of BlackRock are directors","page_number":56,"box":{"x":59,"y":411,"width":864,"height":12}},{"id":"88285a04-c126-4d81-92c2-a58c7b4d33ac","block_type":"box","text":"or officers of the issuer.","page_number":56,"box":{"x":59,"y":426,"width":162,"height":9}},{"id":"63ce8a54-4667-4ca7-8c55-8072fd52093c","block_type":"box","text":"BlackRock has adopted and implemented policies and procedures that are designed to address potential conflicts that arise","page_number":56,"box":{"x":60,"y":452,"width":863,"height":12}},{"id":"8b90484d-d983-4ddc-9822-376a1a99ae83","block_type":"box","text":"in connection with the advisory services BlackRock provides to Funds and other clients. Certain BlackRock advisory personnel","page_number":56,"box":{"x":60,"y":467,"width":877,"height":13}},{"id":"1d5fbe3f-01a8-4ffd-a39e-eaaee60d6d25","block_type":"box","text":"may take views, and make decisions or recommendations, that are different than or opposite those of other BlackRock","page_number":56,"box":{"x":60,"y":482,"width":828,"height":13}},{"id":"81f88dcd-ff12-4c38-ba6b-fe4cc9915c11","block_type":"box","text":"advisory personnel. Certain portfolio management teams within BlackRock may make decisions or take (or refrain from","page_number":56,"box":{"x":59,"y":497,"width":835,"height":13}},{"id":"7dfc1347-2ccd-4a23-bda8-bb13bac3f30a","block_type":"box","text":"taking) actions with respect to clients they advise in a manner different than or adverse to the decisions made or the actions","page_number":56,"box":{"x":59,"y":513,"width":870,"height":12}},{"id":"06f7b049-abf7-488d-b14c-316dbefd4c5b","block_type":"box","text":"taken (or not taken) by the Funds’ portfolio management teams. The various portfolio management teams may not share","page_number":56,"box":{"x":59,"y":528,"width":852,"height":12}},{"id":"691a255d-bff5-4e58-9fad-f40f046407a1","block_type":"box","text":"information with each other, including as a result of certain information barriers and other policies, and will not have any","page_number":56,"box":{"x":60,"y":543,"width":843,"height":12}},{"id":"a0ea048e-b540-4675-bdfd-b0437d2621f8","block_type":"box","text":"obligation or other duty to do so.","page_number":56,"box":{"x":59,"y":558,"width":230,"height":12}},{"id":"4d07c9cf-1ff6-4cd9-96ee-f114e0f30bee","block_type":"box","text":"BlackRock has established certain information barriers and other policies to address the sharing of information between","page_number":56,"box":{"x":60,"y":584,"width":838,"height":13}},{"id":"67052f93-5aa8-4e26-90a9-64d2f2e86eb6","block_type":"box","text":"different businesses within BlackRock, including, effective on or about January 21, 2025, with respect to personnel responsible","page_number":56,"box":{"x":59,"y":600,"width":880,"height":12}},{"id":"dd07e7e4-9b9c-43b8-9901-cff5e3fb61dc","block_type":"box","text":"with managing portfolios and voting proxies with respect to certain index equity portfolios versus those responsible for","page_number":56,"box":{"x":59,"y":615,"width":834,"height":12}},{"id":"9dd6cff8-35a6-4030-a892-ff13a8abef4d","block_type":"box","text":"managing portfolios and voting proxies with respect to all other portfolios. As a result of information barriers, certain units of","page_number":56,"box":{"x":60,"y":630,"width":875,"height":12}},{"id":"dd35c41f-b41c-40b3-b946-c4a650bc87a0","block_type":"box","text":"BlackRock generally will not have access, or will have limited access, to certain information and personnel, including senior","page_number":56,"box":{"x":60,"y":645,"width":858,"height":12}},{"id":"5457067c-f443-415a-9ed5-75bfe2b633e3","block_type":"box","text":"personnel, in other units of BlackRock, and generally will not manage the Funds with the benefit of information possessed by","page_number":56,"box":{"x":59,"y":660,"width":875,"height":12}},{"id":"00fbd98d-d71f-4488-b1ba-26b04b4ff4b4","block_type":"box","text":"such other units. Therefore, BlackRock may not be able to review potential investments for the Funds with the benefit of","page_number":56,"box":{"x":59,"y":675,"width":842,"height":12}},{"id":"d48cc41d-083a-4002-82a0-4d8ff164bd2a","block_type":"box","text":"information held by certain areas of BlackRock.","page_number":56,"box":{"x":60,"y":690,"width":327,"height":13}},{"id":"c9a26401-2ca5-4007-8dca-a1a939d7c29c","block_type":"box","text":"BlackRock may determine to move certain personnel, businesses, or business units from one side of an information barrier to","page_number":56,"box":{"x":60,"y":717,"width":875,"height":12}},{"id":"310f78a6-1bd9-45b3-a66c-d24d86a60459","block_type":"box","text":"the other side of the information barrier. In connection therewith, BlackRock personnel, businesses, and business units that","page_number":56,"box":{"x":59,"y":732,"width":862,"height":12}},{"id":"130ac0ca-75d5-437d-9c78-927347d715f9","block_type":"box","text":"were moved will no longer have access to the information and personnel from the side of the information barrier from which","page_number":56,"box":{"x":59,"y":747,"width":872,"height":12}},{"id":"60480219-18de-4259-9d59-fd0653f009c1","block_type":"box","text":"they were moved. Information obtained in connection with such changes to information barriers may limit or restrict the","page_number":56,"box":{"x":59,"y":762,"width":844,"height":12}},{"id":"75538337-3e7b-47a8-968d-9686d1815c3f","block_type":"box","text":"ability of BlackRock to engage in or otherwise effect transactions on behalf of the Funds (including purchasing or selling","page_number":56,"box":{"x":59,"y":777,"width":840,"height":13}},{"id":"f2c75130-c9b5-4a5c-8518-38d9c0bacc85","block_type":"box","text":"securities that BlackRock may otherwise have purchased or sold for a client in the absence of a change to an information","page_number":56,"box":{"x":59,"y":792,"width":846,"height":13}},{"id":"2ac76d66-4dd8-4fe4-a64b-8507c9f0ca41","block_type":"box","text":"barrier). Information barriers may not have their intended impact due to, for example, changes in applicable law or","page_number":56,"box":{"x":60,"y":807,"width":799,"height":13}},{"id":"c8671645-d78a-4481-a7cb-df627797851c","block_type":"box","text":"inadvertent crossings of the barriers, and actions by personnel on one side of a barrier may impact the potential actions of","page_number":56,"box":{"x":60,"y":823,"width":855,"height":12}},{"id":"8de7dc1c-788a-4701-a3ac-7b8995a861ef","block_type":"box","text":"personnel on the other side of a barrier.","page_number":56,"box":{"x":59,"y":838,"width":275,"height":12}},{"id":"30a46bf1-6e19-4dcd-b04a-8c1ed5ca342f","block_type":"box","text":"Although the information barriers are intended to allow for independent portfolio management decision making and proxy","page_number":56,"box":{"x":59,"y":864,"width":860,"height":12}},{"id":"7591385e-dc0a-481c-b3d5-783f9a86815e","block_type":"box","text":"voting among certain BlackRock businesses, the investment activities of BlackRock for BlackRock clients, as well as","page_number":56,"box":{"x":59,"y":879,"width":803,"height":13}},{"id":"fb0b5fba-1914-4de5-9979-4abe56432683","block_type":"box","text":"42","page_number":56,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"8c69a873-dd23-4ac5-8a22-d27143b41537","block_type":"box","text":"BlackRock’s proprietary accounts, may nonetheless limit the investment strategies and rights of other clients (including the","page_number":57,"box":{"x":60,"y":67,"width":861,"height":12}},{"id":"e813c116-1214-45b3-a235-f234a9757b25","block_type":"box","text":"Funds). As BlackRock’s assets under management increases, BlackRock clients may face greater negative impacts due to","page_number":57,"box":{"x":60,"y":82,"width":845,"height":12}},{"id":"108d6657-aa1a-4fdb-aca7-073b1b9dd247","block_type":"box","text":"ownership restrictions and limitations imposed by laws, regulations, rules, regulators, or issuers. For example, in certain","page_number":57,"box":{"x":59,"y":97,"width":835,"height":12}},{"id":"0708ba27-858b-4b49-a650-5641c0fe87a8","block_type":"box","text":"circumstances where a BlackRock client invests in securities issued by companies that operate in certain industries (","page_number":57,"box":{"x":59,"y":112,"width":812,"height":12}},{"id":"399f8265-48cb-4150-a5fd-6bc0be424d14","block_type":"box","text":"e.g","page_number":57,"box":{"x":872,"y":115,"width":20,"height":9}},{"id":"edb55a9e-6974-4d78-8a24-3ffc5e519ae6","block_type":"box","text":".,","page_number":57,"box":{"x":893,"y":120,"width":6,"height":3}},{"id":"57f0f69f-a241-4cc8-ae05-70942b2f8425","block_type":"box","text":"banking, insurance, and utilities) or in certain emerging or international markets, or are subject to regulatory or corporate","page_number":57,"box":{"x":60,"y":127,"width":848,"height":12}},{"id":"1ff0a9e3-7ef9-483c-9ffa-cd81cb18cb3e","block_type":"box","text":"ownership restrictions (","page_number":57,"box":{"x":59,"y":142,"width":165,"height":13}},{"id":"ef3b44be-1f45-4eb0-bf8b-fac83e9c7d7e","block_type":"box","text":"e.g","page_number":57,"box":{"x":226,"y":145,"width":20,"height":10}},{"id":"431a5944-7a16-41d1-aa24-a5a5e6f55fb0","block_type":"box","text":"., with mechanisms such as poison pills in place to prevent takeovers), or where a BlackRock client","page_number":57,"box":{"x":247,"y":142,"width":688,"height":13}},{"id":"800899d8-14be-488b-befe-d9423db97029","block_type":"box","text":"invests in certain futures and derivatives, there may be limits on the aggregate amount invested by BlackRock for its clients","page_number":57,"box":{"x":60,"y":157,"width":857,"height":13}},{"id":"9e0a59fd-e496-47da-8ef7-1a9ee2d07689","block_type":"box","text":"and BlackRock’s proprietary accounts that may not be exceeded without the grant of a license or other regulatory or","page_number":57,"box":{"x":59,"y":172,"width":815,"height":13}},{"id":"6c9bac40-50c8-4c71-935e-da609df03869","block_type":"box","text":"corporate approval, order, consent, relief, waiver or non-disapproval or, if exceeded, may cause BlackRock or its clients to be","page_number":57,"box":{"x":59,"y":188,"width":865,"height":12}},{"id":"bc399930-2e78-4853-bcc0-e3719ef5c2e9","block_type":"box","text":"subject to enforcement actions, disgorgement of share ownership or profits, regulatory restrictions, complex compliance","page_number":57,"box":{"x":59,"y":203,"width":846,"height":12}},{"id":"55f546f2-2d8a-499b-93bf-ec1daf497e8d","block_type":"box","text":"reporting, increased compliance costs or suffer disadvantages or business restrictions. In light of certain restrictions,","page_number":57,"box":{"x":60,"y":218,"width":812,"height":12}},{"id":"acc62e45-b023-4eb0-8f60-cba0738cd748","block_type":"box","text":"BlackRock may also seek to make indirect investments (","page_number":57,"box":{"x":60,"y":233,"width":389,"height":12}},{"id":"deb71526-9ee6-4480-a61c-11e571c57e9a","block_type":"box","text":"e.g","page_number":57,"box":{"x":451,"y":236,"width":20,"height":9}},{"id":"eba5ced0-0dea-4a36-9cdb-207dc9832ea1","block_type":"box","text":"., using derivatives) on behalf of its clients to receive exposure to","page_number":57,"box":{"x":472,"y":233,"width":450,"height":12}},{"id":"fbe2592a-3b6d-4904-9f23-bc81ab0a7904","block_type":"box","text":"certain securities in excess of the applicable ownership restrictions and limitations when legally permitted that will expose","page_number":57,"box":{"x":59,"y":248,"width":855,"height":12}},{"id":"c198aa28-f6a5-435e-8930-384e104f015a","block_type":"box","text":"such clients to additional costs and additional risks, including any risks associated with investing in derivatives. There may be","page_number":57,"box":{"x":59,"y":263,"width":875,"height":12}},{"id":"b28adbe6-460a-4f14-861a-ee89a2d87635","block_type":"box","text":"limited availability of derivatives that provide indirect exposure to an impacted security. In addition, BlackRock clients can be","page_number":57,"box":{"x":60,"y":278,"width":866,"height":13}},{"id":"f74dc325-3b91-4d4e-996c-81ed94fa9e2d","block_type":"box","text":"subject to more than one ownership limitation depending on each client’s holdings, and each ownership limitation can","page_number":57,"box":{"x":59,"y":293,"width":832,"height":13}},{"id":"4be20888-fb50-4533-8662-954d95d44933","block_type":"box","text":"impact multiple securities held by the client. Certain clients or shareholders may have their own overlapping obligations to","page_number":57,"box":{"x":60,"y":308,"width":853,"height":13}},{"id":"cde5bc81-1e22-4b51-afd6-e2c37e541a2d","block_type":"box","text":"monitor their compliance with ownership limitations across their investments.","page_number":57,"box":{"x":60,"y":324,"width":546,"height":12}},{"id":"75c4ec86-b486-4793-b2c7-693cce4c73e3","block_type":"box","text":"If certain aggregate ownership thresholds are reached either through the actions of BlackRock or a BlackRock client or as a","page_number":57,"box":{"x":60,"y":350,"width":858,"height":12}},{"id":"79d57d12-deb1-402f-8bc7-dbc83fb6f508","block_type":"box","text":"result of corporate actions by the issuer, the ability of BlackRock on behalf of clients to purchase or dispose of investments, or","page_number":57,"box":{"x":60,"y":365,"width":877,"height":13}},{"id":"2b13a2c0-1111-4518-ac77-6955ad98e0d1","block_type":"box","text":"exercise rights (including voting) or undertake business transactions, may be restricted by law, regulation, rule, or","page_number":57,"box":{"x":59,"y":380,"width":794,"height":13}},{"id":"3bf9d131-770e-48e3-8646-42f695f76151","block_type":"box","text":"organizational documents or otherwise impaired. For example, to meet the requirements of an ownership limitation or","page_number":57,"box":{"x":59,"y":395,"width":829,"height":13}},{"id":"be5fc79e-f66d-404b-b58f-98363de24280","block_type":"box","text":"restriction, a client may be unable to purchase or directly hold a security the client would otherwise purchase or hold. The","page_number":57,"box":{"x":60,"y":411,"width":851,"height":12}},{"id":"b64dffde-c674-41ec-b518-510bf3506a2b","block_type":"box","text":"limitation or restriction may be based on the holdings of other BlackRock clients instead of the specific client being restricted.","page_number":57,"box":{"x":60,"y":426,"width":876,"height":12}},{"id":"6fd29af3-1214-4014-a615-9ed3f14f83ee","block_type":"box","text":"For index funds, this means a fund may not be able to track its index as closely as it would if it was not subject to an","page_number":57,"box":{"x":60,"y":441,"width":810,"height":12}},{"id":"94a06f4f-8f7e-44e9-9fb6-a2531ab404c8","block_type":"box","text":"ownership limitation or restriction because the fund cannot acquire the amount of the impacted security included in its","page_number":57,"box":{"x":59,"y":456,"width":835,"height":12}},{"id":"459a7e46-d42c-4b72-9263-371533097ecf","block_type":"box","text":"index. BlackRock on behalf of its clients may limit purchases, sell existing investments, utilize indirect investments, utilize","page_number":57,"box":{"x":60,"y":471,"width":841,"height":12}},{"id":"e2c9969a-eb5b-4331-b36b-6478b044b980","block_type":"box","text":"information barriers, or otherwise restrict, forgo, or limit the exercise of rights (including transferring, outsourcing, or limiting","page_number":57,"box":{"x":60,"y":486,"width":873,"height":12}},{"id":"05f432c7-5043-4892-8962-9a835ec272e5","block_type":"box","text":"voting rights or forgoing the right to receive dividends) when BlackRock, in its sole discretion, deems it appropriate in light of","page_number":57,"box":{"x":59,"y":501,"width":875,"height":13}},{"id":"dc711305-c268-4d3e-a7d5-eddb640a3cd3","block_type":"box","text":"potential regulatory or other restrictions on ownership or other consequences resulting from reaching investment thresholds.","page_number":57,"box":{"x":59,"y":516,"width":878,"height":13}},{"id":"4a46b718-dabe-4a5e-bfcd-9ada58d6df39","block_type":"box","text":"These types of restrictions could negatively impact a client’s performance or ability to meet its investment objective.","page_number":57,"box":{"x":59,"y":531,"width":812,"height":13}},{"id":"60f04e58-8518-43c2-9fe4-f4441c93e2b9","block_type":"box","text":"When BlackRock or a BlackRock client is subject to an ownership limitation, BlackRock may in its discretion seek permission","page_number":57,"box":{"x":59,"y":558,"width":866,"height":12}},{"id":"b864258c-4a20-4988-bcd7-c0719d73aa7b","block_type":"box","text":"from the applicable issuers or regulators to exceed the limitation. However, there is no guarantee that permission will be","page_number":57,"box":{"x":59,"y":573,"width":840,"height":12}},{"id":"e635ccb9-6286-4190-a2b1-955878501ac3","block_type":"box","text":"granted, or that, once granted, it will not be modified or revoked at a later date with minimal or no notice. The issuer and/or","page_number":57,"box":{"x":59,"y":588,"width":868,"height":13}},{"id":"8a6a03ed-1383-4426-b86a-2b6776ec0078","block_type":"box","text":"regulator may also require that BlackRock on behalf of itself and its clients take or refrain from taking certain actions in","page_number":57,"box":{"x":60,"y":603,"width":829,"height":13}},{"id":"d84bdb3b-e45d-4b81-ac77-68a5b0a0555d","block_type":"box","text":"connection with the approval, order, consent, relief or non-disapproval, which BlackRock may accept if it believes the benefits","page_number":57,"box":{"x":59,"y":618,"width":877,"height":13}},{"id":"aaca011b-b064-40b3-a30d-fc0ae93398f6","block_type":"box","text":"outweigh the costs and may limit BlackRock from taking actions that it otherwise would take. In those circumstances where","page_number":57,"box":{"x":59,"y":634,"width":869,"height":12}},{"id":"255036af-6c5c-4d71-96a5-52fa894bb1df","block_type":"box","text":"ownership thresholds or limitations must be observed, BlackRock seeks to allocate limited investment opportunities equitably","page_number":57,"box":{"x":59,"y":649,"width":880,"height":12}},{"id":"9fc08021-1472-48eb-878b-6415d6cccb81","block_type":"box","text":"among clients, taking into consideration benchmark weight and investment strategy. BlackRock may adopt certain controls","page_number":57,"box":{"x":59,"y":664,"width":863,"height":12}},{"id":"d39d133d-5de8-4325-bfa9-3a0894f90f37","block_type":"box","text":"designed to prevent the occurrence of a breach of any applicable ownership threshold or limits, including, for example, when","page_number":57,"box":{"x":59,"y":679,"width":874,"height":12}},{"id":"41cee4d5-707e-4e9b-b03b-dbdf097348a9","block_type":"box","text":"ownership in certain securities nears an applicable threshold, BlackRock may limit additional purchases in such securities or,","page_number":57,"box":{"x":59,"y":694,"width":869,"height":12}},{"id":"6f9367b0-77d8-413d-8436-964f0e6cf8c8","block_type":"box","text":"with respect to ETFs, remove such securities from the list of Deposit Securities to be delivered to the Fund in connection with","page_number":57,"box":{"x":59,"y":709,"width":874,"height":12}},{"id":"7ddbd99a-78a6-4c5c-b93b-c011ab40fd12","block_type":"box","text":"purchases of Creation Units of such Fund. If client holdings of an issuer exceed an applicable threshold and BlackRock is","page_number":57,"box":{"x":59,"y":724,"width":840,"height":13}},{"id":"0e4d92a8-78be-4f7e-8872-c3d41be1824d","block_type":"box","text":"unable to obtain relief to enable the continued holding of such investments, it may be necessary to reduce these positions to","page_number":57,"box":{"x":60,"y":739,"width":871,"height":13}},{"id":"3b3fa88c-2d9f-47d4-806a-5526baa1a8f8","block_type":"box","text":"meet the applicable limitations and BlackRock or such client may be subject to regulatory actions. In these cases, the","page_number":57,"box":{"x":60,"y":754,"width":817,"height":13}},{"id":"26247082-a350-4fd0-afdf-2d119065acf1","block_type":"box","text":"investments will be sold in a manner that BlackRock deems fair and equitable over time.","page_number":57,"box":{"x":60,"y":770,"width":613,"height":12}},{"id":"3b8621f2-bd3a-4daa-9ca5-d10c2c7fb427","block_type":"box","text":"Ownership limitations are highly complex. It is possible that, despite BlackRock’s intent to either comply with or be granted","page_number":57,"box":{"x":59,"y":796,"width":862,"height":12}},{"id":"b5511060-68c8-4af2-b8d0-7539c872a37f","block_type":"box","text":"permission to exceed ownership limitations, it may inadvertently breach a limit or violate the corporate or regulatory","page_number":57,"box":{"x":59,"y":811,"width":815,"height":13}},{"id":"74950ad7-a378-4cad-a06d-854d2b9e1b8b","block_type":"box","text":"approval, order, consent, relief or non-disapproval that was obtained.","page_number":57,"box":{"x":59,"y":826,"width":481,"height":13}},{"id":"ec40e6e8-8177-493c-a4c5-c032e73f0c98","block_type":"box","text":"In addition to the foregoing, other ownership thresholds may trigger reporting requirements to governmental and regulatory","page_number":57,"box":{"x":60,"y":853,"width":872,"height":12}},{"id":"194bfd35-8969-40ba-9f44-3e475d14cdf8","block_type":"box","text":"authorities, and such reports may entail the disclosure of the identity of a client or BlackRock’s intended strategy with respect","page_number":57,"box":{"x":59,"y":868,"width":879,"height":12}},{"id":"2e0df6c7-8c79-4fa6-abbf-c30eceaab4e5","block_type":"box","text":"to such security or asset.","page_number":57,"box":{"x":59,"y":883,"width":173,"height":12}},{"id":"94621f21-9333-4727-b863-158ad0a10821","block_type":"box","text":"43","page_number":57,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"5cfcefc3-39dd-4414-bb3c-be841bb859a9","block_type":"box","text":"BlackRock may not serve as an Authorized Participant in the creation and redemption of iShares ETFs.","page_number":58,"box":{"x":60,"y":67,"width":710,"height":12}},{"id":"f8a325cd-2c09-41c2-b31b-3a0d58719add","block_type":"box","text":"Under an ETF Services Agreement, the Fund has, when applicable, retained BRIL, an affiliate of BFA, to perform certain order","page_number":58,"box":{"x":60,"y":93,"width":867,"height":12}},{"id":"c17ca376-28da-4c38-9a0c-f4622f00af9e","block_type":"box","text":"processing, Authorized Participant communications, and related services in connection with the issuance and redemption of","page_number":58,"box":{"x":59,"y":108,"width":873,"height":13}},{"id":"c86ee5be-571e-41fc-bdd5-fa788815fdeb","block_type":"box","text":"Creation Units of the Fund (“ETF Services”). BRIL has engaged Citibank, N.A. (“Citibank”) as a subcontractor to provide","page_number":58,"box":{"x":59,"y":123,"width":832,"height":13}},{"id":"31ac5099-07e9-4235-b247-bccb6c5e266b","block_type":"box","text":"certain ETF Services. BRIL retains a portion of the standard transaction fee received from Authorized Participants on each","page_number":58,"box":{"x":59,"y":138,"width":846,"height":13}},{"id":"9b09a759-d1db-41bb-bd6a-364fab10fc77","block_type":"box","text":"creation or redemption order from the Authorized Participant for the ETF Services provided. BlackRock collaborated with, and","page_number":58,"box":{"x":59,"y":154,"width":877,"height":12}},{"id":"0c23ff91-feef-4fae-874c-6fd1cbdc40fe","block_type":"box","text":"received payment from, Citibank on the design and development of the ETF Services platform. Citibank has, and from time to","page_number":58,"box":{"x":60,"y":169,"width":874,"height":12}},{"id":"a72015b6-2ba7-4587-8c87-801e1cdf7388","block_type":"box","text":"time may develop, additional relationships with BlackRock or funds managed by BFA and its affiliates.","page_number":58,"box":{"x":59,"y":184,"width":708,"height":12}},{"id":"4443f6fd-0b28-4036-854c-fc729de7dcc4","block_type":"box","text":"In order to defray transaction expenses and protect against possible shareholder dilution, the Fund may collect certain fees","page_number":58,"box":{"x":60,"y":210,"width":859,"height":13}},{"id":"d49c9a94-1066-424d-a01a-ee41366f0865","block_type":"box","text":"from Authorized Participants in connection with cash substitutions for creation and redemption transactions. While","page_number":58,"box":{"x":59,"y":225,"width":809,"height":13}},{"id":"6660d1da-08b9-4dc4-8a2f-2def3aed0cfc","block_type":"box","text":"BlackRock uses good faith estimates of the expected costs to the Fund in determining the rates for fees collected by the Fund","page_number":58,"box":{"x":60,"y":240,"width":876,"height":13}},{"id":"a3492151-063e-4b72-84c7-754c7cdf6374","block_type":"box","text":"related to creation and redemption activity, BlackRock may have incentives to improve Fund performance through the","page_number":58,"box":{"x":60,"y":256,"width":823,"height":12}},{"id":"112567f0-2bdd-4db1-970b-7727656bbb63","block_type":"box","text":"collection of these fees. As these charges are based on estimates, where the charges exceed actual transaction-related costs","page_number":58,"box":{"x":59,"y":271,"width":870,"height":12}},{"id":"dcec5710-52b3-4432-afcb-2221ad93de43","block_type":"box","text":"and/or expenses incurred by the Fund, Fund performance could improve as a result. BlackRock has established processes to","page_number":58,"box":{"x":59,"y":286,"width":870,"height":12}},{"id":"8ca95025-968d-4d4b-bc36-b945152854a6","block_type":"box","text":"oversee the determination of these estimates in an effort to mitigate this conflict.","page_number":58,"box":{"x":59,"y":301,"width":566,"height":12}},{"id":"fa3c8e58-f37b-4d92-9130-b17535d9d698","block_type":"box","text":"BlackRock may maintain securities indices. To the extent permitted by applicable laws, the Funds may seek to license and use","page_number":58,"box":{"x":60,"y":327,"width":877,"height":13}},{"id":"f87d8de9-9e53-4115-9357-89decf3d7939","block_type":"box","text":"such indices as part of their investment strategy. Index based funds that seek to track the performance of securities indices","page_number":58,"box":{"x":59,"y":343,"width":860,"height":12}},{"id":"3a151881-24c7-43a2-8032-98c84d73aa0c","block_type":"box","text":"also may use the name of the index or index provider in the fund name. Index providers, including BlackRock (to the extent","page_number":58,"box":{"x":59,"y":358,"width":861,"height":12}},{"id":"eb879828-483a-492d-b3f3-336e8fcefb18","block_type":"box","text":"permitted by applicable law), may be paid licensing fees for use of their index or index name. 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Any Fund that enters into a license for a BlackRock index cannot be assured","page_number":58,"box":{"x":60,"y":433,"width":852,"height":13}},{"id":"275fec55-8c51-441a-98b4-e408f7c409ec","block_type":"box","text":"that the terms of any index licensing agreement with BlackRock will be as favorable as those terms offered to other licensees.","page_number":58,"box":{"x":59,"y":448,"width":875,"height":13}},{"id":"aa2f23d3-4e93-46a7-850d-7b1c0896cdf2","block_type":"box","text":"BlackRock may enter into contractual arrangements with third-party service providers to a Fund (","page_number":58,"box":{"x":60,"y":475,"width":681,"height":12}},{"id":"8ad8be83-1d67-4e6d-beeb-4b5c86f79749","block_type":"box","text":"e.g","page_number":58,"box":{"x":742,"y":478,"width":20,"height":9}},{"id":"03bd7ff7-2cde-4cb5-a6ff-8228daf8446e","block_type":"box","text":"., custodians,","page_number":58,"box":{"x":763,"y":475,"width":90,"height":11}},{"id":"a4aaf009-f25b-4686-ba5a-4514f5cf4a3f","block_type":"box","text":"administrators and index providers) pursuant to which BlackRock receives fee discounts or concessions in recognition of","page_number":58,"box":{"x":59,"y":490,"width":847,"height":12}},{"id":"ee304fd6-1942-4364-b2ff-ffc071869040","block_type":"box","text":"BlackRock’s overall relationship with such service providers. BlackRock may also enter into contractual arrangements with","page_number":58,"box":{"x":60,"y":505,"width":852,"height":12}},{"id":"6ff2f70d-32a1-49b5-b8a5-412c41426eb2","block_type":"box","text":"such service providers pursuant to which BlackRock incurs additional costs if the service provider’s services are terminated","page_number":58,"box":{"x":59,"y":520,"width":859,"height":12}},{"id":"15005dad-f055-4d6c-92b1-0848af76752d","block_type":"box","text":"with respect to a Fund. To the extent that BlackRock is responsible for paying service providers out of its fees that it receives","page_number":58,"box":{"x":59,"y":535,"width":866,"height":13}},{"id":"01778f5f-90b3-49b2-b3e8-5d11c035cbe5","block_type":"box","text":"from the Funds, the benefits of lower fees, including any fee discounts or concessions, or any additional savings, may accrue,","page_number":58,"box":{"x":59,"y":550,"width":874,"height":13}},{"id":"fd014f1c-1559-4a49-991f-066ed55acb3d","block_type":"box","text":"in whole or in part, to BlackRock, which could result in conflicts of interest relating to the use or termination of service","page_number":58,"box":{"x":60,"y":566,"width":825,"height":12}},{"id":"b0be38d2-2e18-427c-a002-2ed1f8c7e13b","block_type":"box","text":"providers to a Fund. In addition, conflicts of interest may arise with respect to contractual arrangements with third-party","page_number":58,"box":{"x":59,"y":581,"width":843,"height":12}},{"id":"a22d0ee6-7628-4c5f-bae1-853ad097fdda","block_type":"box","text":"service providers to a Fund, or the selection of such providers, particularly in circumstances where BlackRock is negotiating","page_number":58,"box":{"x":59,"y":596,"width":862,"height":12}},{"id":"f77e0e5b-5fd7-45c9-9c4a-48fcd4b22f6e","block_type":"box","text":"on behalf of both funds that have a unitary management fee and those that do not or different service providers have","page_number":58,"box":{"x":59,"y":611,"width":820,"height":12}},{"id":"f8a1a1e7-6bcb-4ec3-9bb9-57748343eb00","block_type":"box","text":"different fee structures.","page_number":58,"box":{"x":59,"y":626,"width":161,"height":10}},{"id":"4ec07305-6a5c-435d-8d55-d796ed6abde7","block_type":"box","text":"Conflicts of interest may arise as a result of simultaneous investment management of multiple client accounts by the","page_number":58,"box":{"x":59,"y":652,"width":818,"height":13}},{"id":"52a45417-4e6e-45b2-abdc-ebd2bda81d3b","block_type":"box","text":"BlackRock’s investment professionals. For example, differences in the advisory fee structure may create the appearance of","page_number":58,"box":{"x":60,"y":668,"width":852,"height":12}},{"id":"452ad0f8-451d-411f-a617-5883984e6d65","block_type":"box","text":"actual or potential conflicts of interest because such differences could create pecuniary incentives for BlackRock to favor one","page_number":58,"box":{"x":59,"y":683,"width":873,"height":12}},{"id":"104f6631-f942-4103-aa04-f738cef05e32","block_type":"box","text":"client account over another.","page_number":58,"box":{"x":59,"y":698,"width":194,"height":10}},{"id":"da4af857-7d74-4234-aca6-f01b9e35e601","block_type":"box","text":"BlackRock owns or has an ownership interest in certain trading, portfolio management, operations and/ or information","page_number":58,"box":{"x":60,"y":724,"width":833,"height":13}},{"id":"14259e84-6977-4c20-bc32-4d18279bb312","block_type":"box","text":"systems used by Fund service providers. These systems are, or will be, used by a Fund service provider in connection with the","page_number":58,"box":{"x":59,"y":739,"width":877,"height":13}},{"id":"d2b701fb-1258-45dd-94cf-09d05e034824","block_type":"box","text":"provision of services to accounts managed by BlackRock and funds managed and sponsored by BlackRock, including the","page_number":58,"box":{"x":59,"y":754,"width":846,"height":13}},{"id":"5a61b332-5d2e-430f-86fd-8449d9846914","block_type":"box","text":"Funds, that engage the service provider (typically the custodian). A Fund’s service provider remunerates BlackRock for the","page_number":58,"box":{"x":60,"y":770,"width":853,"height":12}},{"id":"f6212436-24ff-4227-acd1-dfbdb883199f","block_type":"box","text":"use of the systems. A Fund service provider’s payments to BlackRock for the use of these systems may enhance the","page_number":58,"box":{"x":60,"y":785,"width":807,"height":12}},{"id":"7f0a28de-7f79-40d1-8a08-fa36fbf8dba0","block_type":"box","text":"profitability of BlackRock.","page_number":58,"box":{"x":59,"y":800,"width":177,"height":12}},{"id":"64b56e1d-8849-4dd5-aa0a-02b2aa7be16c","block_type":"box","text":"BlackRock’s receipt of fees from a service provider in connection with the use of systems provided by BlackRock may create","page_number":58,"box":{"x":60,"y":826,"width":863,"height":13}},{"id":"9b1d7f88-a3f8-496f-b458-6eee7eb8ab88","block_type":"box","text":"an incentive for BlackRock to recommend that a Fund enter into or renew an arrangement with the service provider.","page_number":58,"box":{"x":59,"y":841,"width":811,"height":13}},{"id":"c265c0ce-0f14-412d-a635-9ac86b2827f5","block_type":"box","text":"44","page_number":58,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"2592402d-a7d0-4ec6-a801-d56f7715f74b","block_type":"box","text":"In recognition of a BlackRock client’s overall relationship with BlackRock, BlackRock may offer special pricing arrangements","page_number":59,"box":{"x":60,"y":67,"width":861,"height":12}},{"id":"271cecf0-153b-4769-94af-0d2bee2783c1","block_type":"box","text":"for certain services provided by BlackRock. Any such special pricing arrangements will not affect Fund fees and expenses","page_number":59,"box":{"x":59,"y":82,"width":845,"height":12}},{"id":"ad660cdc-04cc-4c9e-abd2-76419f05acfe","block_type":"box","text":"applicable to such client’s investment in a Fund.","page_number":59,"box":{"x":59,"y":97,"width":335,"height":12}},{"id":"09d1b06b-8c18-4ea9-a39a-8404deecf55c","block_type":"box","text":"Present and future activities of BlackRock and its directors, officers and employees, in addition to those described in this","page_number":59,"box":{"x":60,"y":123,"width":838,"height":13}},{"id":"cc24e517-b46a-4756-b8f8-401c6b4d3640","block_type":"box","text":"section, may give rise to additional conflicts of interest.","page_number":59,"box":{"x":59,"y":138,"width":384,"height":13}},{"id":"cfa646bf-c419-41b2-b1ef-257983da70f7","block_type":"box","text":"Investment Advisory, Administrative and","page_number":59,"box":{"x":62,"y":169,"width":676,"height":30}},{"id":"f7939822-cd23-4a2e-8eba-b439286cb378","block_type":"box","text":"Distribution Services","page_number":59,"box":{"x":62,"y":199,"width":342,"height":24}},{"id":"cda26c8a-396f-4e0d-ba51-1e4f67989726","block_type":"box","text":"Investment Adviser.","page_number":59,"box":{"x":60,"y":240,"width":140,"height":10}},{"id":"1f18a23d-dc5d-4d1a-b76d-83985c709022","block_type":"box","text":"BFA serves as investment adviser to the Fund pursuant to an investment advisory agreement between","page_number":59,"box":{"x":210,"y":240,"width":712,"height":13}},{"id":"ac1e1f92-7e7a-4a4c-a1f5-48a0525c4904","block_type":"box","text":"the Trust, on behalf of the Fund, and BFA. BFA is a California corporation and a consolidated subsidiary of BlackRock, Inc. and","page_number":59,"box":{"x":59,"y":256,"width":877,"height":12}},{"id":"185f764c-ab39-4a6c-86e2-04c22459cf1d","block_type":"box","text":"is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. Under the investment","page_number":59,"box":{"x":60,"y":271,"width":819,"height":12}},{"id":"a533ccec-f5f0-4b8d-9e5b-ba445727048a","block_type":"box","text":"advisory agreement, BFA, subject to the supervision of the Board and in conformity with the stated investment policies of the","page_number":59,"box":{"x":59,"y":286,"width":875,"height":12}},{"id":"ea469921-dbe9-405e-a082-1e2778604859","block_type":"box","text":"Fund, manages and administers the Trust and the investment of the Fund’s assets. BFA is responsible for making investment","page_number":59,"box":{"x":60,"y":301,"width":871,"height":12}},{"id":"0e175316-0455-48bb-a44b-34232a728611","block_type":"box","text":"decisions for the Fund.","page_number":59,"box":{"x":59,"y":316,"width":158,"height":10}},{"id":"f8fcde99-5242-40b9-9dee-0dea873ac4f3","block_type":"box","text":"Pursuant to the investment advisory agreement, BFA may, from time to time, in its sole discretion and to the extent permitted","page_number":59,"box":{"x":60,"y":343,"width":876,"height":12}},{"id":"3a7d5c58-d0e3-4a58-b042-5cd4b360a55e","block_type":"box","text":"by applicable law, appoint one or more sub-advisers, including, without limitation, affiliates of BFA, to perform investment","page_number":59,"box":{"x":60,"y":358,"width":850,"height":12}},{"id":"f31bbd37-0ba0-4208-bde4-90caf669e16d","block_type":"box","text":"advisory or other services with respect to the Fund. 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The Sub-Adviser is an SEC registered investment adviser","page_number":60,"box":{"x":59,"y":400,"width":863,"height":13}},{"id":"a8b6df20-5a4c-4287-b7de-c07967e36469","block_type":"box","text":"and a commodity pool operator organized in 1999.","page_number":60,"box":{"x":59,"y":416,"width":355,"height":12}},{"id":"33145ce1-2690-4ce1-bb7a-e44c7ea0c5b3","block_type":"box","text":"Under the Sub-Advisory Agreement, subject to the supervision and oversight of the Board and BFA, the Sub-Adviser will be","page_number":60,"box":{"x":60,"y":442,"width":860,"height":12}},{"id":"1d6d0f8a-bb32-4a67-bc67-a2f999567f8f","block_type":"box","text":"responsible for day-to-day management of specified assets in the Fund’s portfolio.","page_number":60,"box":{"x":60,"y":457,"width":576,"height":13}},{"id":"d3fc9e34-beb7-4cd5-9e6c-3a2ba3f60c72","block_type":"box","text":"Pursuant to the Sub-Advisory Agreement, BFA pays the Sub-Adviser for services it provides a fee equal to 60% of the","page_number":60,"box":{"x":60,"y":484,"width":818,"height":12}},{"id":"84fae30a-63e7-4eca-8a1b-afb1981568aa","block_type":"box","text":"management fee paid to BFA under the Investment Advisory Agreement. 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continuance also is approved by a majority of the","page_number":60,"box":{"x":59,"y":714,"width":847,"height":13}},{"id":"97608d01-2c42-419e-b898-f9f8c387cb75","block_type":"box","text":"Board members who are not interested persons (as defined in the 1940 Act) of the Fund, by a vote cast in person at a","page_number":60,"box":{"x":60,"y":729,"width":821,"height":13}},{"id":"9de60820-0dbe-4f94-90ac-fc06a4e5cfb7","block_type":"box","text":"meeting called for the purpose of voting on such approval.","page_number":60,"box":{"x":60,"y":744,"width":408,"height":13}},{"id":"127f2ea0-2c6c-40db-beaf-5d0ae5fa61ae","block_type":"box","text":"Portfolio Managers.","page_number":60,"box":{"x":60,"y":771,"width":140,"height":12}},{"id":"fa748b37-0e4d-4835-a293-d62d997589eb","block_type":"box","text":"As of October 31, 2025, the individuals named as Portfolio Managers in the Fund’s Prospectus were 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Assets","page_number":60,"box":{"x":656,"y":847,"width":262,"height":8}},{"id":"81a1bb5c-1d1b-47f7-89e1-69678b8d533b","block_type":"box","text":"Registered Investment Companies 16 $3,392,000,000","page_number":60,"box":{"x":60,"y":868,"width":878,"height":12}},{"id":"7d14150c-9ebb-4f3a-b844-7f06b3417a6c","block_type":"box","text":"46","page_number":60,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"61f2d2d8-d38f-4807-ada0-4b4b9843cd42","block_type":"box","text":"Erin Armstrong","page_number":61,"box":{"x":60,"y":67,"width":108,"height":12}},{"id":"1917756b-ea4e-418b-9e30-e065754582fd","block_type":"box","text":"Types of Accounts","page_number":61,"box":{"x":58,"y":84,"width":108,"height":10}},{"id":"6bc1814b-eaf4-42bb-a466-2af046a1559c","block_type":"box","text":"Number Total Assets","page_number":61,"box":{"x":656,"y":84,"width":262,"height":7}},{"id":"4a6c2bd7-626f-4a68-9048-e9067f38880b","block_type":"box","text":"Other Pooled Investment Vehicles 1 1,082,000,000","page_number":61,"box":{"x":59,"y":104,"width":875,"height":12}},{"id":"bd0a9142-140b-413a-9102-93a725efbd25","block_type":"box","text":"Other Accounts 0 N/A","page_number":61,"box":{"x":59,"y":120,"width":875,"height":9}},{"id":"7323687f-c03e-4aa0-bc8e-7f2ba2672c87","block_type":"box","text":"Richard Mejzak","page_number":61,"box":{"x":60,"y":155,"width":110,"height":12}},{"id":"b13651b1-5f60-4574-ba48-e10d99d97231","block_type":"box","text":"Types of Accounts","page_number":61,"box":{"x":58,"y":172,"width":108,"height":10}},{"id":"7f78effa-97a5-4247-b024-d26ddc7fc09d","block_type":"box","text":"Number Total Assets","page_number":61,"box":{"x":648,"y":172,"width":262,"height":8}},{"id":"74dd73f9-85ce-4d12-be7d-220b6750e52b","block_type":"box","text":"Registered Investment Companies 9 $136,431,000,000","page_number":61,"box":{"x":60,"y":193,"width":878,"height":12}},{"id":"f63c26ce-9176-48a8-aaad-7986d08e9dea","block_type":"box","text":"Other Pooled Investment Vehicles 18 5,837,000,000","page_number":61,"box":{"x":59,"y":208,"width":879,"height":11}},{"id":"d8b34df5-cd9c-4bb8-abf0-3748aa49d02c","block_type":"box","text":"Other Accounts 64 27,750,000,000","page_number":61,"box":{"x":59,"y":223,"width":879,"height":11}},{"id":"52960cc3-7120-4d4b-b119-57db2474a5f2","block_type":"box","text":"Orlando Montalvo","page_number":61,"box":{"x":59,"y":258,"width":131,"height":10}},{"id":"7a76e0ae-91a7-421e-ad78-f6d09f3e782d","block_type":"box","text":"Types of Accounts","page_number":61,"box":{"x":58,"y":275,"width":108,"height":10}},{"id":"6e8ad81d-ec61-4f51-8242-57d06ede975d","block_type":"box","text":"Number Total Assets","page_number":61,"box":{"x":648,"y":275,"width":263,"height":8}},{"id":"20cb21ee-c16a-4df6-997d-8ecb4c9e447e","block_type":"box","text":"Registered Investment Companies 59 $145,725,000,000","page_number":61,"box":{"x":60,"y":296,"width":878,"height":12}},{"id":"319bff67-e227-4869-b4c6-d1cbf6139681","block_type":"box","text":"Other Pooled Investment Vehicles 25 3,416,000,000","page_number":61,"box":{"x":59,"y":311,"width":879,"height":11}},{"id":"3bbbb76c-8f6b-42eb-a9d3-00592193d4e8","block_type":"box","text":"Other Accounts 21 2,109,000,000","page_number":61,"box":{"x":59,"y":326,"width":879,"height":11}},{"id":"63258375-7be4-424d-b71e-8ffbbaefe3db","block_type":"box","text":"Pursuant to BFA’s and BIL’s policies, investment opportunities are allocated equitably among the Fund and other portfolios","page_number":61,"box":{"x":60,"y":359,"width":856,"height":12}},{"id":"f8700216-141f-45dc-956f-ef00cabd0537","block_type":"box","text":"and accounts. For example, under certain circumstances, an investment opportunity may be restricted due to limited supply","page_number":61,"box":{"x":59,"y":374,"width":869,"height":12}},{"id":"c47040f8-a61d-4f2d-a79a-7cc93ce80737","block_type":"box","text":"in the market, legal constraints or other factors, in which event the investment opportunity will be allocated equitably among","page_number":61,"box":{"x":60,"y":389,"width":874,"height":12}},{"id":"572202d0-5f55-4727-85d0-ea30795716eb","block_type":"box","text":"those portfolios and accounts, including the Fund, seeking such investment opportunity. As a consequence, from time to","page_number":61,"box":{"x":59,"y":404,"width":847,"height":13}},{"id":"ad494a21-6f4e-4c11-a723-706632f004fb","block_type":"box","text":"time the Fund may receive a smaller allocation of an investment opportunity than it would have if the Portfolio Managers and","page_number":61,"box":{"x":59,"y":419,"width":876,"height":13}},{"id":"191f1f9e-38ca-4102-920d-45cff0cfdd87","block_type":"box","text":"BFA and its affiliates did not manage other portfolios or accounts.","page_number":61,"box":{"x":60,"y":434,"width":458,"height":13}},{"id":"b1c0b6d3-a282-4746-a084-b8e73057704f","block_type":"box","text":"Like the Fund, the other portfolios or accounts for which the Portfolio Managers are primarily responsible for the day-to-day","page_number":61,"box":{"x":60,"y":461,"width":868,"height":12}},{"id":"2b9396d2-ee2e-41d8-8728-a5f844fa2bf0","block_type":"box","text":"portfolio management generally pay an asset-based fee to BFA or its affiliates, as applicable, for its advisory services. One or","page_number":61,"box":{"x":59,"y":476,"width":866,"height":12}},{"id":"153557b5-a07c-418a-aaa7-e41cc47d2f5c","block_type":"box","text":"more of those other portfolios or accounts, however, may pay BFA or its affiliates a performance-based fee in lieu of, or in","page_number":61,"box":{"x":60,"y":491,"width":845,"height":13}},{"id":"7c890b79-3d44-4180-a17e-d5cfa17d9223","block_type":"box","text":"addition to, an asset-based fee for its advisory services. A portfolio or account with a performance-based fee would pay BFA","page_number":61,"box":{"x":59,"y":506,"width":867,"height":13}},{"id":"10ca7dce-6110-41bb-b8b5-a4b28195293a","block_type":"box","text":"or its affiliates a portion of that portfolio’s or account’s gains, or would pay BFA or its affiliates more for its services than","page_number":61,"box":{"x":59,"y":521,"width":835,"height":13}},{"id":"beb7d5c0-6dd0-4f52-8cd0-e30c63af3e09","block_type":"box","text":"would otherwise be the case if BFA or any of its affiliates meets or exceeds specified performance targets. Performance-based","page_number":61,"box":{"x":59,"y":537,"width":879,"height":12}},{"id":"b96c77be-6573-48ba-b636-858cca90d735","block_type":"box","text":"fee arrangements could present an incentive for BFA or its affiliates to devote greater resources, and allocate more","page_number":61,"box":{"x":59,"y":552,"width":799,"height":12}},{"id":"eee0fed0-665d-460f-a28e-7918317ec957","block_type":"box","text":"investment opportunities, to the portfolios or accounts that have those fee arrangements, relative to other portfolios or","page_number":61,"box":{"x":60,"y":567,"width":832,"height":12}},{"id":"6f163ebb-ccf5-4c8f-b5e7-dfc725dd162c","block_type":"box","text":"accounts, in order to earn larger fees. Although BFA and each of its affiliates have an obligation to allocate resources and","page_number":61,"box":{"x":59,"y":582,"width":844,"height":12}},{"id":"1a311127-3a4f-40ad-af8b-09a5a5c8b8a3","block_type":"box","text":"opportunities equitably among portfolios and accounts and intend to do so, shareholders of the Fund should be aware that,","page_number":61,"box":{"x":59,"y":597,"width":866,"height":12}},{"id":"84c5e881-93cb-4803-94cc-15ef22fe2bfa","block_type":"box","text":"as with any group of portfolios and accounts managed by an investment adviser and/or its affiliates pursuant to varying fee","page_number":61,"box":{"x":59,"y":612,"width":866,"height":12}},{"id":"951d7103-051e-4c41-bb79-7e05fd514d55","block_type":"box","text":"arrangements, including performance-based fee arrangements, there is the potential for a conflict of interest, which may","page_number":61,"box":{"x":59,"y":627,"width":846,"height":13}},{"id":"f0e1ea2c-2ddc-466f-9f3c-d54dcefe7faa","block_type":"box","text":"result in the Portfolio Managers favoring those portfolios or accounts with performance-based fee arrangements.","page_number":61,"box":{"x":60,"y":642,"width":791,"height":13}},{"id":"9a2256cb-94d1-4705-9257-6bc66e79e9aa","block_type":"box","text":"The tables below show, for each Portfolio Manager, the number of portfolios or accounts of the types set forth in the above","page_number":61,"box":{"x":59,"y":669,"width":861,"height":12}},{"id":"617119d3-7264-4d4d-9424-5c2772e6ead1","block_type":"box","text":"tables and the aggregate of total assets in those portfolios or accounts with respect to which the investment management","page_number":61,"box":{"x":59,"y":684,"width":858,"height":12}},{"id":"239753f8-7b3e-4028-8f14-270774049114","block_type":"box","text":"fees are based on the performance of those portfolios or accounts as of October 31, 2025:","page_number":61,"box":{"x":59,"y":699,"width":629,"height":12}},{"id":"1e1b8d35-e8eb-4518-9ed8-7682d8d5579e","block_type":"box","text":"Erin Armstrong","page_number":61,"box":{"x":60,"y":729,"width":108,"height":11}},{"id":"50b06e66-7884-4d1e-a9ca-9af9132ba4ff","block_type":"box","text":"Types of Accounts","page_number":61,"box":{"x":58,"y":765,"width":108,"height":10}},{"id":"be27ef33-99c0-4f52-b854-be4cc359582f","block_type":"box","text":"Number of Other Accounts","page_number":61,"box":{"x":613,"y":745,"width":156,"height":8}},{"id":"f02f6eca-5d85-4a40-b2e7-40b810d9ace8","block_type":"box","text":"with Performance Fees","page_number":61,"box":{"x":625,"y":755,"width":131,"height":8}},{"id":"2e88d1b2-42bb-4725-a64e-8b04b96a1823","block_type":"box","text":"Managed by Portfolio Manager","page_number":61,"box":{"x":602,"y":765,"width":179,"height":10}},{"id":"a4154ae7-1467-4b0d-a063-4c967ce49742","block_type":"box","text":"Aggregate","page_number":61,"box":{"x":866,"y":756,"width":60,"height":9}},{"id":"9b6cc104-d244-4d9c-8cb3-cbad50961f15","block_type":"box","text":"of Total Assets","page_number":61,"box":{"x":854,"y":765,"width":84,"height":8}},{"id":"aac6890c-33d7-4214-a6b8-9fb0f853d9b9","block_type":"box","text":"Registered Investment Companies 0 N/A","page_number":61,"box":{"x":60,"y":786,"width":851,"height":12}},{"id":"c16bf62c-5ffb-4856-8d11-5d786686f613","block_type":"box","text":"Other Pooled Investment Vehicles 0 N/A","page_number":61,"box":{"x":59,"y":801,"width":852,"height":10}},{"id":"3da1608d-664f-49d0-8a42-a956230867ee","block_type":"box","text":"Other Accounts 0 N/A","page_number":61,"box":{"x":59,"y":816,"width":852,"height":10}},{"id":"5b54c255-1bc1-49b7-925d-cc623c075da1","block_type":"box","text":"47","page_number":61,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"dc16b01d-7730-4c6e-92fa-733ebcf74bfa","block_type":"box","text":"Richard Mejzak","page_number":62,"box":{"x":60,"y":67,"width":110,"height":12}},{"id":"bd74a454-686f-4e55-b7cb-965faaa7a4df","block_type":"box","text":"Types of Accounts","page_number":62,"box":{"x":58,"y":104,"width":108,"height":10}},{"id":"9652e9ff-2996-4499-98d0-3faec60e985f","block_type":"box","text":"Number of Other Accounts","page_number":62,"box":{"x":613,"y":84,"width":156,"height":7}},{"id":"e4e036cb-90a0-43c3-a68f-ed7bce63568d","block_type":"box","text":"with Performance Fees","page_number":62,"box":{"x":625,"y":94,"width":131,"height":8}},{"id":"c69e7707-30b0-4774-a628-07e522548829","block_type":"box","text":"Managed by Portfolio Manager","page_number":62,"box":{"x":602,"y":104,"width":179,"height":10}},{"id":"4658d999-9119-4ddc-8daf-24b88909429f","block_type":"box","text":"Aggregate","page_number":62,"box":{"x":866,"y":94,"width":60,"height":10}},{"id":"4604fad4-a350-48a6-89f7-9ef4bcaef7ab","block_type":"box","text":"of Total Assets","page_number":62,"box":{"x":854,"y":104,"width":84,"height":8}},{"id":"f3f0a38f-17bf-4b0d-9dc4-e271d84b3a94","block_type":"box","text":"Registered Investment Companies 0 N/A","page_number":62,"box":{"x":60,"y":125,"width":851,"height":12}},{"id":"943f4eea-20f9-4bff-ac20-bb1fab28d38d","block_type":"box","text":"Other Pooled Investment Vehicles 0 N/A","page_number":62,"box":{"x":59,"y":140,"width":852,"height":9}},{"id":"f85f2e7f-f173-4989-83e1-c4bcd3d07526","block_type":"box","text":"Other Accounts 0 N/A","page_number":62,"box":{"x":59,"y":155,"width":852,"height":10}},{"id":"14bdbb9f-a19a-44b6-8d5b-4790451fcd83","block_type":"box","text":"Orlando Montalvo","page_number":62,"box":{"x":59,"y":190,"width":131,"height":10}},{"id":"b50d2d65-1b09-4584-8019-a74575e598e2","block_type":"box","text":"Types of Accounts","page_number":62,"box":{"x":58,"y":227,"width":108,"height":10}},{"id":"85caf2ab-a8ea-4c37-a2cb-b1e7c87168c1","block_type":"box","text":"Number of Other Accounts","page_number":62,"box":{"x":613,"y":207,"width":156,"height":8}},{"id":"5eee6024-efc0-474b-8ce1-a1ff28e34719","block_type":"box","text":"with Performance Fees","page_number":62,"box":{"x":625,"y":217,"width":131,"height":8}},{"id":"d7aed784-9c19-4ebd-ab07-c244bab10f68","block_type":"box","text":"Managed by Portfolio Manager","page_number":62,"box":{"x":602,"y":227,"width":179,"height":10}},{"id":"df442bd5-67bc-4946-bff8-8d12aee1a9e0","block_type":"box","text":"Aggregate","page_number":62,"box":{"x":866,"y":218,"width":60,"height":9}},{"id":"f370713b-5abb-4cf7-88a3-8260900d56c5","block_type":"box","text":"of Total Assets","page_number":62,"box":{"x":854,"y":227,"width":84,"height":8}},{"id":"f9351e45-3748-401d-9a83-3929375a2c9a","block_type":"box","text":"Registered Investment Companies 0 N/A","page_number":62,"box":{"x":60,"y":248,"width":851,"height":12}},{"id":"31c8e088-d5fd-452f-9405-58a85e2b050c","block_type":"box","text":"Other Pooled Investment Vehicles 0 N/A","page_number":62,"box":{"x":59,"y":263,"width":852,"height":10}},{"id":"a89e8514-3287-4303-ab06-a6f7e3c341b2","block_type":"box","text":"Other Accounts 0 N/A","page_number":62,"box":{"x":59,"y":278,"width":852,"height":10}},{"id":"11805344-d106-4603-a755-adba6772b305","block_type":"box","text":"Portfolio Manager Compensation Overview","page_number":62,"box":{"x":59,"y":311,"width":303,"height":12}},{"id":"83115c51-72f1-447e-bbab-931f0568a8a6","block_type":"box","text":"The discussion below describes the Portfolio Managers’ compensation as of October 31, 2025.","page_number":62,"box":{"x":59,"y":337,"width":660,"height":13}},{"id":"d51eaed9-07dc-4a6a-9cca-000a80628f34","block_type":"box","text":"BlackRock, Inc.’s financial arrangements with its portfolio managers, its competitive compensation and its career path","page_number":62,"box":{"x":60,"y":364,"width":824,"height":12}},{"id":"de79cd9c-9ffb-4929-9c8f-78bb89ca6438","block_type":"box","text":"emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of","page_number":62,"box":{"x":59,"y":379,"width":862,"height":12}},{"id":"333ce9aa-2f88-40cd-ad56-6f2777a3af34","block_type":"box","text":"components and may vary from year to year based on a number of factors. The principal components of compensation","page_number":62,"box":{"x":59,"y":394,"width":836,"height":13}},{"id":"2df6c56c-8e83-42e9-8384-efe1fd19b099","block_type":"box","text":"include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more","page_number":62,"box":{"x":60,"y":409,"width":865,"height":13}},{"id":"da50cb2b-1d7c-4aa8-a4f5-7ba210336530","block_type":"box","text":"of the incentive compensation programs established by BlackRock, Inc.","page_number":62,"box":{"x":59,"y":424,"width":497,"height":13}},{"id":"dc3d0e11-a49d-4cd1-83f1-0eac1905c159","block_type":"box","text":"Each portfolio manager receives base compensation based on their position with the firm, as well as retirement and other","page_number":62,"box":{"x":60,"y":451,"width":850,"height":12}},{"id":"ed47c834-dc95-4083-a244-559ea2c9dee7","block_type":"box","text":"benefits offered to all BlackRock employees. Additionally, each portfolio manager receives discretionary incentive","page_number":62,"box":{"x":60,"y":466,"width":787,"height":12}},{"id":"6c4b85fd-32e6-4039-ad44-d230b43cca76","block_type":"box","text":"compensation, determined based on several components, including: the performance of BlackRock, Inc., the performance of","page_number":62,"box":{"x":59,"y":481,"width":873,"height":12}},{"id":"260feaca-0960-4283-831e-7370a5b3d073","block_type":"box","text":"the portfolio manager’s group within BlackRock, the performance of portfolios managed by the portfolio manager and the","page_number":62,"box":{"x":59,"y":496,"width":855,"height":13}},{"id":"38464783-ef92-4ea9-b3c4-a9d98b60f40c","block_type":"box","text":"team relative to the portfolios’ investment objectives (which in the case of index ETFs would be how closely the ETF tracks its","page_number":62,"box":{"x":59,"y":511,"width":876,"height":13}},{"id":"c30c175a-b328-4327-8585-117c73464661","block_type":"box","text":"underlying index), and the individual’s performance and contribution to the overall performance of these portfolios and","page_number":62,"box":{"x":60,"y":526,"width":834,"height":13}},{"id":"967129fc-f5e1-40bb-a685-a3aac84255b3","block_type":"box","text":"BlackRock. Discretionary incentive compensation is paid in cash up to a certain threshold with the remaining portion","page_number":62,"box":{"x":60,"y":542,"width":815,"height":12}},{"id":"710e5b07-6696-4753-8a39-19f59b2ec328","block_type":"box","text":"represented by deferred BlackRock, Inc. stock awards. In some cases, additional deferred BlackRock, Inc. stock may be","page_number":62,"box":{"x":60,"y":557,"width":824,"height":12}},{"id":"0dd744e9-aa41-4b71-93d0-9431d8d033e7","block_type":"box","text":"granted to certain key employees as part of a long-term incentive award to aid in retention, align interests with long-term","page_number":62,"box":{"x":59,"y":572,"width":848,"height":12}},{"id":"3456975a-024a-4573-844e-acf2cf428236","block_type":"box","text":"shareholders and motivate performance.","page_number":62,"box":{"x":59,"y":587,"width":285,"height":12}},{"id":"0a88090c-a302-423e-b80c-9fef7e5d9d70","block_type":"box","text":"As of October 31, 2025, the Portfolio Managers did not beneficially own shares of the Fund.","page_number":62,"box":{"x":59,"y":613,"width":638,"height":13}},{"id":"496a8e29-2044-4281-8a86-a2cc2f1613c2","block_type":"box","text":"Codes of Ethics.","page_number":62,"box":{"x":59,"y":640,"width":114,"height":10}},{"id":"fda6b31f-60b3-4ac1-89dd-dd58666f4a6d","block_type":"box","text":"The Trust, BFA, the Sub-Adviser and the Distributor have adopted codes of ethics pursuant to Rule 17j-1","page_number":62,"box":{"x":182,"y":640,"width":725,"height":12}},{"id":"5a9abb84-a2f0-48b9-82fe-5abf60251486","block_type":"box","text":"under the 1940 Act. The codes of ethics permit personnel subject to the codes of ethics to invest in securities, subject to","page_number":62,"box":{"x":60,"y":655,"width":841,"height":12}},{"id":"1ad769e0-7675-4382-b174-dbb9250067f7","block_type":"box","text":"certain limitations, including securities that may be purchased or held by the Fund. Each code of ethics is available by","page_number":62,"box":{"x":59,"y":670,"width":820,"height":12}},{"id":"4de75b91-b85f-4569-8ed7-356879ed7705","block_type":"box","text":"contacting BlackRock at the telephone number on the back cover of the Fund’s Prospectus or by accessing the EDGAR","page_number":62,"box":{"x":59,"y":685,"width":831,"height":13}},{"id":"ad4eeafa-1563-44bf-87c5-5b5e541d1b6e","block_type":"box","text":"Database on the SEC’s Internet site at http://www.sec.gov, and copies may be obtained, after paying a duplicating fee, by","page_number":62,"box":{"x":60,"y":700,"width":849,"height":13}},{"id":"7f5c2f51-fbc9-4e35-8073-1a17132b5952","block_type":"box","text":"e-mail at publicinfo@sec.gov.","page_number":62,"box":{"x":59,"y":715,"width":206,"height":13}},{"id":"66e05611-52f6-4eac-9efe-ccc6585215b9","block_type":"box","text":"Anti-Money Laundering Requirements.","page_number":62,"box":{"x":59,"y":742,"width":281,"height":12}},{"id":"fd329592-62fc-4bb2-9517-416716f71f59","block_type":"box","text":"The Fund is subject to the USA PATRIOT Act (the “Patriot Act”). The Patriot Act is","page_number":62,"box":{"x":349,"y":742,"width":570,"height":12}},{"id":"782837b4-1a5c-4c40-882b-840fc77132cc","block_type":"box","text":"intended to prevent the use of the U.S. financial system in furtherance of money laundering, terrorism or other illicit activities.","page_number":62,"box":{"x":60,"y":757,"width":877,"height":12}},{"id":"a0e3f6a5-b2a2-4515-98db-700c15360cc3","block_type":"box","text":"Pursuant to requirements under the Patriot Act, the Fund may request information from Authorized Participants to enable it","page_number":62,"box":{"x":60,"y":772,"width":866,"height":12}},{"id":"babb9de3-404d-4f48-8c84-cd375c8b25b8","block_type":"box","text":"to form a reasonable belief that it knows the true identity of its Authorized Participants. This information will be used to verify","page_number":62,"box":{"x":59,"y":787,"width":878,"height":13}},{"id":"aa4e5aad-6f91-4395-ba01-0019f4defdef","block_type":"box","text":"the identity of Authorized Participants or, in some cases, the status of financial professionals; it will be used only for","page_number":62,"box":{"x":59,"y":802,"width":807,"height":13}},{"id":"da1ff82c-b402-448d-ba5b-08d1e41e15e7","block_type":"box","text":"compliance with the requirements of the Patriot Act.","page_number":62,"box":{"x":59,"y":817,"width":367,"height":13}},{"id":"4cff7e78-c5c1-40f6-a7e5-b989a5cc815b","block_type":"box","text":"The Fund reserves the right to reject purchase orders from persons who have not submitted information sufficient to allow","page_number":62,"box":{"x":59,"y":844,"width":859,"height":12}},{"id":"61f52b1a-db55-45e2-8faa-295aaeecf8c1","block_type":"box","text":"the Fund to verify their identity. The Fund also reserves the right to redeem any amounts in the Fund from persons whose","page_number":62,"box":{"x":59,"y":859,"width":851,"height":12}},{"id":"de31c4ed-7c32-41f1-a473-8965150199e7","block_type":"box","text":"identity it is unable to verify on a timely basis. It is the Fund’s policy to cooperate fully with appropriate regulators in any","page_number":62,"box":{"x":60,"y":874,"width":839,"height":13}},{"id":"b8c4dedd-a06d-4690-a9e6-c6e8b3f62de5","block_type":"box","text":"investigations conducted with respect to potential money laundering, terrorism or other illicit activities.","page_number":62,"box":{"x":60,"y":889,"width":721,"height":13}},{"id":"dfbadc29-2cd7-4d91-82f9-1b1124dc5f35","block_type":"box","text":"48","page_number":62,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"f499c2da-2f8a-44a6-94a0-15780b142f32","block_type":"box","text":"Administrator, Custodian and Transfer Agent.","page_number":63,"box":{"x":59,"y":67,"width":328,"height":12}},{"id":"8edd6a7d-8b96-47c8-9e7e-281347b9bf31","block_type":"box","text":"State Street Bank and Trust Company (“State Street”) serves as administrator, custodian and transfer agent for the Fund","page_number":63,"box":{"x":59,"y":93,"width":839,"height":12}},{"id":"5ba90b3d-f395-4d17-b1ee-2f19d8a35fbe","block_type":"box","text":"under the Master Services Agreement and related Service Schedule (the “Service Module”). State Street’s principal address is","page_number":63,"box":{"x":60,"y":108,"width":873,"height":13}},{"id":"b0603492-f85a-4f91-b709-edc744b579bf","block_type":"box","text":"One Congress Street, Suite 1, Boston, MA 02114-2016. Pursuant to the Service Module for Fund Administration and","page_number":63,"box":{"x":59,"y":123,"width":807,"height":13}},{"id":"1e05f244-39b9-4772-91a4-910d82ed461b","block_type":"box","text":"Accounting Services with the Trust, State Street provides necessary administrative, legal, tax and accounting and financial","page_number":63,"box":{"x":59,"y":138,"width":853,"height":13}},{"id":"12aa0338-b6b1-481f-b71a-189d2093d23d","block_type":"box","text":"reporting services for the maintenance and operations of the Trust and the Fund. In addition, State Street makes available the","page_number":63,"box":{"x":60,"y":154,"width":876,"height":12}},{"id":"4f234656-fa3d-46f3-a788-294c709a71e2","block_type":"box","text":"office space, equipment, personnel and facilities required to provide such services. Pursuant to the Service Module for","page_number":63,"box":{"x":59,"y":169,"width":824,"height":12}},{"id":"da52b63f-93d5-49a3-8d86-5a95be579f5f","block_type":"box","text":"Custodial Services with the Trust, State Street maintains, in separate accounts, cash, securities and other assets of the Trust","page_number":63,"box":{"x":59,"y":184,"width":865,"height":12}},{"id":"90f12baf-3d8c-49e0-a2bc-83c8137437aa","block_type":"box","text":"and the Fund, keeps all necessary accounts and records and provides other services. State Street is required, upon the order","page_number":63,"box":{"x":59,"y":199,"width":866,"height":12}},{"id":"acf43f44-b213-4c07-ad5a-bbff9a51dee4","block_type":"box","text":"of the Trust, to deliver securities held by State Street and to make payments for securities purchased by the Trust for the","page_number":63,"box":{"x":59,"y":214,"width":839,"height":12}},{"id":"393d4c4b-adaf-4c4d-af23-efd0677413e8","block_type":"box","text":"Fund. State Street is authorized to appoint certain foreign custodians or foreign custody managers for Fund investments","page_number":63,"box":{"x":60,"y":229,"width":840,"height":12}},{"id":"b8d583a7-9fc8-4a05-8a0a-673f91631e29","block_type":"box","text":"outside the U.S. Pursuant to the Service Module for Transfer Agency Services with the Trust, State Street acts as a transfer","page_number":63,"box":{"x":59,"y":244,"width":853,"height":13}},{"id":"109e2a98-6305-458b-8db7-a6ce6f1bc6bd","block_type":"box","text":"agent for the Fund’s authorized and issued shares of beneficial interest, and as dividend disbursing agent of the Trust. As","page_number":63,"box":{"x":59,"y":259,"width":846,"height":13}},{"id":"649f9b45-3618-470b-97de-bc717fae57b9","block_type":"box","text":"compensation for these services, State Street receives certain out-of-pocket costs, transaction fees and asset-based fees","page_number":63,"box":{"x":59,"y":274,"width":842,"height":13}},{"id":"c6cc9781-6e72-450e-8151-250b03a183d2","block_type":"box","text":"which are accrued daily and paid monthly by BFA. BFA pays the compensation because it has agreed to pay these operating","page_number":63,"box":{"x":59,"y":290,"width":864,"height":12}},{"id":"0b369995-808b-4841-9553-6994c0eb49ca","block_type":"box","text":"expenses under the Investment Advisory Agreement as described therein.","page_number":63,"box":{"x":59,"y":305,"width":516,"height":12}},{"id":"2ca4f99c-3476-4e50-a928-20cfae3302f4","block_type":"box","text":"JPMorgan serves as custodian for the Fund in connection with certain securities lending activities under a Custody Services","page_number":63,"box":{"x":58,"y":331,"width":862,"height":13}},{"id":"e535e418-985f-458e-8a71-5196f7921f1a","block_type":"box","text":"Agreement. JPMorgan’s principal address is 383 Madison Avenue, 11","page_number":63,"box":{"x":59,"y":346,"width":478,"height":13}},{"id":"b8ae8e31-c2ba-41f0-aed9-9b1112ee7c3d","block_type":"box","text":"th","page_number":63,"box":{"x":541,"y":344,"width":10,"height":7}},{"id":"e98460c6-4f44-4488-bd73-137cd8437af8","block_type":"box","text":"Floor, New York, NY 10179. Pursuant to the Custody","page_number":63,"box":{"x":557,"y":346,"width":362,"height":13}},{"id":"2015b531-2ad3-43e7-8385-5d26f1c25cf4","block_type":"box","text":"Services Agreement with BTC and the Trust, JPMorgan provides custody and related services required to facilitate securities","page_number":63,"box":{"x":59,"y":361,"width":863,"height":13}},{"id":"0fbc2ba8-1fbd-4e5d-a81c-5d48ba61eafa","block_type":"box","text":"lending by the Fund. JPMorgan maintains custody as may be necessary to facilitate Fund securities lending activity in","page_number":63,"box":{"x":60,"y":377,"width":817,"height":12}},{"id":"3a81b3c5-f801-4eb8-b4c1-5cca57796966","block_type":"box","text":"coordination with other funds, maintains custodial records and provides other services. As compensation for these services,","page_number":63,"box":{"x":59,"y":392,"width":868,"height":12}},{"id":"3bebbcad-4bfd-4e08-85cd-25a2d3fec5f3","block_type":"box","text":"JPMorgan receives certain fees and expenses paid by BTC from its compensation for its services as securities lending agent.","page_number":63,"box":{"x":58,"y":407,"width":862,"height":12}},{"id":"e9c55e61-225f-496f-a8b7-12d8b5a5d035","block_type":"box","text":"Distributor.","page_number":63,"box":{"x":60,"y":433,"width":80,"height":10}},{"id":"9c17ff95-2f19-4f49-b391-0fdf2a763a9f","block_type":"box","text":"The Distributor’s principal address is 50 Hudson Yards, New York, NY 10001. Shares are continuously offered for","page_number":63,"box":{"x":148,"y":433,"width":784,"height":13}},{"id":"eb2a1841-bb18-42fc-bb2f-79c35c57b837","block_type":"box","text":"sale by the Fund through the Distributor or its agent only in Creation Units, as described in the Prospectus and below in the","page_number":63,"box":{"x":59,"y":448,"width":862,"height":13}},{"id":"8fef7213-aeaf-4561-b2e1-816245a02617","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":63,"box":{"x":59,"y":463,"width":300,"height":13}},{"id":"f12e563b-51fe-495d-aa41-e91f26dba56a","block_type":"box","text":"section of this SAI. Fund shares in amounts less than Creation Units are generally","page_number":63,"box":{"x":364,"y":463,"width":567,"height":13}},{"id":"aefc37a4-974f-42bd-bada-6c532bd8a2fc","block_type":"box","text":"not distributed by the Distributor or its agent. The Distributor or its agent will arrange for the delivery of the Prospectus and,","page_number":63,"box":{"x":60,"y":479,"width":867,"height":12}},{"id":"9cebb772-5d15-40e8-931a-0389ef899fce","block_type":"box","text":"upon request, this SAI to persons purchasing Creation Units and will maintain records of both orders placed with it or its","page_number":63,"box":{"x":60,"y":494,"width":841,"height":12}},{"id":"3a2f21b2-c7c7-47b5-88ba-828211732228","block_type":"box","text":"agents and confirmations of acceptance furnished by it or its agents. The Distributor is a broker-dealer registered under the","page_number":63,"box":{"x":59,"y":509,"width":865,"height":12}},{"id":"e67d0f39-9141-4acb-948b-409b98e966bf","block_type":"box","text":"Securities Exchange Act of 1934, as amended (the “1934 Act”), and a member of the Financial Industry Regulatory Authority,","page_number":63,"box":{"x":59,"y":524,"width":875,"height":12}},{"id":"c3177012-d470-449a-876d-f13433ed2ade","block_type":"box","text":"Inc. (“FINRA”). The Distributor is also licensed as a broker-dealer in all 50 U.S. states, as well as in Puerto Rico, the U.S. Virgin","page_number":63,"box":{"x":60,"y":539,"width":869,"height":12}},{"id":"7b60ef79-bdbf-4b37-84c5-d57fab71e243","block_type":"box","text":"Islands and the District of Columbia.","page_number":63,"box":{"x":60,"y":554,"width":253,"height":10}},{"id":"68e9f40e-70fd-4192-9cab-f0b5304abd3d","block_type":"box","text":"The Distribution Agreement for the Fund provides that it may be terminated at any time, without the payment of any penalty,","page_number":63,"box":{"x":59,"y":581,"width":876,"height":12}},{"id":"9a02c731-acec-4dbb-a88f-a7606a738224","block_type":"box","text":"on at least 60 days’ prior written notice to the other party following (i) the vote of a majority of the Independent Trustees, or","page_number":63,"box":{"x":59,"y":596,"width":869,"height":12}},{"id":"04e51a9b-0e4d-437c-8940-15243cad16a2","block_type":"box","text":"(ii) the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund. The Distribution","page_number":63,"box":{"x":60,"y":611,"width":831,"height":12}},{"id":"f02f865c-500a-4518-a623-d34d200cbbdb","block_type":"box","text":"Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).","page_number":63,"box":{"x":59,"y":626,"width":692,"height":12}},{"id":"4054dbec-f6f0-418b-bd83-b45a11cb741c","block_type":"box","text":"The Distributor may also enter into agreements with securities dealers (“Soliciting Dealers”) who will solicit purchases of","page_number":63,"box":{"x":59,"y":652,"width":847,"height":13}},{"id":"35255104-074b-4934-a3d8-7ddce2d218ac","block_type":"box","text":"Creation Units of Fund shares. Such Soliciting Dealers may also be Authorized Participants (as described below), DTC","page_number":63,"box":{"x":59,"y":668,"width":819,"height":12}},{"id":"f0ef0053-3af1-4f75-af70-836a238de1d9","block_type":"box","text":"participants and/or investor services organizations.","page_number":63,"box":{"x":59,"y":683,"width":358,"height":12}},{"id":"ca53a40a-8370-4375-8412-c22e1434abaa","block_type":"box","text":"BFA or its affiliates may, from time to time and from its own resources, pay, defray or absorb costs relating to distribution,","page_number":63,"box":{"x":60,"y":709,"width":846,"height":12}},{"id":"fdf3c19e-a58a-445a-afca-9d5d36e813ee","block_type":"box","text":"including payments out of its own resources to the Distributor, or to otherwise promote the sale of shares.","page_number":63,"box":{"x":60,"y":724,"width":742,"height":13}},{"id":"24f379d1-d153-4a91-81a1-acc87f9a434c","block_type":"box","text":"Securities Lending.","page_number":63,"box":{"x":59,"y":751,"width":136,"height":12}},{"id":"c42e2540-e5c7-41cb-a401-13cceef46fee","block_type":"box","text":"The Fund may engage in securities lending. To the extent that the Fund engages in securities lending,","page_number":63,"box":{"x":204,"y":751,"width":711,"height":12}},{"id":"ed7ccbd3-def6-4ad1-b134-7483470d3c3f","block_type":"box","text":"the Fund conducts its securities lending pursuant to SEC exemptive relief, and BTC acts as securities lending agent for the","page_number":63,"box":{"x":59,"y":766,"width":851,"height":12}},{"id":"5a078201-0787-47a2-8ab3-5951cc2cac11","block_type":"box","text":"Fund, subject to the overall supervision of BFA, pursuant to a written agreement (the “Securities Lending Agency","page_number":63,"box":{"x":60,"y":781,"width":789,"height":12}},{"id":"629a49ed-7b07-462e-a14c-a412a0839c86","block_type":"box","text":"Agreement”).","page_number":63,"box":{"x":59,"y":796,"width":94,"height":12}},{"id":"202a30d6-742f-4755-a82a-9538e7e0bd83","block_type":"box","text":"If the Fund were to engage in securities lending, it would retain a portion of the securities lending income and remit the","page_number":63,"box":{"x":60,"y":823,"width":835,"height":12}},{"id":"6095531b-7b93-4d09-917b-5bc89ace0541","block_type":"box","text":"remaining portion to BTC as compensation for its services as securities lending agent. Securities lending income is generally","page_number":63,"box":{"x":60,"y":838,"width":867,"height":12}},{"id":"27ff4b76-a902-4d47-ab18-a05cfe424e25","block_type":"box","text":"equal to the total of income earned from the reinvestment of cash collateral (and excludes collateral investment fees as","page_number":63,"box":{"x":59,"y":853,"width":834,"height":12}},{"id":"72d4038f-7922-4436-937b-d1af7bab4cfc","block_type":"box","text":"defined below), and any fees or other payments to and from borrowers of securities. As securities lending agent, BTC bears","page_number":63,"box":{"x":59,"y":868,"width":861,"height":12}},{"id":"3fd334fb-72bd-45df-8b06-f003fde9cd59","block_type":"box","text":"all operational costs directly related to securities lending, including custodial costs of JPMorgan. To the extent that the Fund","page_number":63,"box":{"x":59,"y":883,"width":865,"height":12}},{"id":"75284ae7-0d6a-42ee-b80b-4b63ae4855a5","block_type":"box","text":"49","page_number":63,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"9c125e6f-67a6-4ab6-83ff-ba6a1e5e6ef5","block_type":"box","text":"engages in securities lending, the Fund is responsible for fees in connection with the investment of cash collateral received","page_number":64,"box":{"x":59,"y":67,"width":857,"height":12}},{"id":"180caa10-f6e6-415d-b86f-8c91526a3da3","block_type":"box","text":"for securities on loan in a money market fund managed by BFA (the “collateral investment fees”); however, BTC has agreed to","page_number":64,"box":{"x":59,"y":82,"width":876,"height":12}},{"id":"cb3f08e0-3f6b-414c-9a23-6c3285f83c16","block_type":"box","text":"reduce the amount of securities lending income it receives in order to effectively limit the collateral investment fees the Fund","page_number":64,"box":{"x":60,"y":97,"width":870,"height":12}},{"id":"05cfa9b9-b23f-4154-bb44-c9a97bcea985","block_type":"box","text":"bears to an annual rate of 0.04%. Such money market fund shares will not be subject to a sales load, redemption fee,","page_number":64,"box":{"x":60,"y":112,"width":817,"height":12}},{"id":"27143e94-c570-40aa-a2b3-496310f7b896","block_type":"box","text":"distribution fee or service fee.","page_number":64,"box":{"x":59,"y":127,"width":205,"height":10}},{"id":"12a505e2-c68f-413c-9436-ddb921915290","block_type":"box","text":"To the extent that the Fund invests cash collateral in a non-government money market fund, the Fund may be subject to a","page_number":64,"box":{"x":59,"y":154,"width":855,"height":12}},{"id":"0ec28571-d8a1-4ce3-97fc-9e8ef121bcea","block_type":"box","text":"discretionary liquidity fee of up to 2% on all redemptions. Discretionary liquidity fees may be imposed or terminated at any","page_number":64,"box":{"x":59,"y":169,"width":859,"height":12}},{"id":"28948ba2-fe64-451b-96e1-8b8f6fce1923","block_type":"box","text":"time at the discretion of the board of directors of the money market fund, or its delegate, if it is determined that such fee","page_number":64,"box":{"x":59,"y":184,"width":843,"height":12}},{"id":"0dcfdec9-1a84-4c25-9478-8e3216e999c2","block_type":"box","text":"would be, or would not be, respectively, in the best interest of the money market fund. Additionally, the Fund will be subject","page_number":64,"box":{"x":59,"y":199,"width":864,"height":12}},{"id":"7d6ad973-fe5f-46ca-90b8-1b097752fc12","block_type":"box","text":"to a mandatory liquidity fee if the money market fund’s total net redemptions on a single day exceed 5% of the money","page_number":64,"box":{"x":59,"y":214,"width":830,"height":12}},{"id":"fdc3cce5-2f28-4bb6-abd0-882c47e57fcc","block_type":"box","text":"market fund’s net assets, unless the liquidity costs are de minimis (","page_number":64,"box":{"x":60,"y":229,"width":467,"height":12}},{"id":"a31030f2-9dbd-455e-8469-6760e7ddfb38","block_type":"box","text":"i.e","page_number":64,"box":{"x":529,"y":230,"width":14,"height":9}},{"id":"767a1dd8-4453-4e14-bbe0-77ab93962c50","block_type":"box","text":"., less than one basis point (0.01%)). The money market","page_number":64,"box":{"x":545,"y":229,"width":392,"height":12}},{"id":"805994e7-5c56-4b30-8368-1a0f0ded2498","block_type":"box","text":"fund will determine the size of the mandatory liquidity fee by making a good faith estimate of certain costs the money market","page_number":64,"box":{"x":59,"y":244,"width":880,"height":13}},{"id":"0f4ff2ed-c4f1-42f0-b011-0d757c6b8638","block_type":"box","text":"fund would incur if it were to sell a pro rata amount of each security in the portfolio to satisfy the amount of net redemptions","page_number":64,"box":{"x":59,"y":259,"width":875,"height":13}},{"id":"ac687dd7-57b6-437b-bae6-8126fa191e6c","block_type":"box","text":"on that day. There is no limit to the size of a mandatory liquidity fee. If the money market fund cannot estimate the costs of","page_number":64,"box":{"x":59,"y":274,"width":863,"height":13}},{"id":"3a18488e-cf36-4bb2-8acb-38259965335f","block_type":"box","text":"selling a pro rata amount of each portfolio security in good faith and supported by data, it is required to apply a default","page_number":64,"box":{"x":59,"y":290,"width":831,"height":12}},{"id":"b20c43b2-3c00-4f17-b3e8-e0d09ca37b5b","block_type":"box","text":"liquidity fee of 1% on the value of shares redeemed on that day. The imposition of any such discretionary or mandatory","page_number":64,"box":{"x":60,"y":305,"width":835,"height":12}},{"id":"4832a6cf-b22a-499b-97d1-e026b6ce8ff9","block_type":"box","text":"liquidity fee would reduce the Fund’s returns on securities lending.","page_number":64,"box":{"x":60,"y":320,"width":464,"height":12}},{"id":"6e5fef0d-b9fc-480d-ae90-0896542135d3","block_type":"box","text":"Under the securities lending program, funds are categorized into one of several specific asset classes. 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BFA Entities make payments for Intermediaries’ participation in","page_number":65,"box":{"x":59,"y":199,"width":817,"height":12}},{"id":"f5094fba-751c-41e2-8b6f-08ac42feb4a2","block_type":"box","text":"activities that are designed to make registered representatives, other professionals and individual investors more","page_number":65,"box":{"x":59,"y":214,"width":786,"height":12}},{"id":"08eda5c0-faeb-4dcc-9c07-32f3d85cb5f8","block_type":"box","text":"knowledgeable about exchange-traded products, including the Fund and other Products, or for other activities, such as","page_number":65,"box":{"x":60,"y":229,"width":834,"height":12}},{"id":"b2bc7e5a-3403-4cd6-b717-dcc72d8ce13a","block_type":"box","text":"participation in marketing activities and presentations, educational training programs, conferences, the development of","page_number":65,"box":{"x":59,"y":244,"width":837,"height":13}},{"id":"21dccad6-2fe6-4413-b9d2-851579154699","block_type":"box","text":"technology platforms and reporting systems (“Education Costs”). BFA Entities also make payments to Intermediaries for","page_number":65,"box":{"x":59,"y":259,"width":841,"height":13}},{"id":"2edd2b65-be84-4469-828d-8ef4b8b05ea5","block_type":"box","text":"certain printing, publishing and mailing costs or materials relating to the Fund or other Products (“Publishing Costs”). In","page_number":65,"box":{"x":59,"y":274,"width":841,"height":13}},{"id":"0a542e3e-643e-475b-89d0-c047803c74f4","block_type":"box","text":"addition, BFA Entities make payments to Intermediaries that make shares of the Fund or other Products available to their","page_number":65,"box":{"x":59,"y":290,"width":844,"height":12}},{"id":"15800066-262b-4f6f-a3d7-bbbc3cc143ed","block_type":"box","text":"clients, in some cases at a waived or reduced commission rate or ticket charge, develop new products that feature iShares,","page_number":65,"box":{"x":59,"y":305,"width":857,"height":12}},{"id":"b32d8d2b-c65d-43bd-bdc7-3846fbcf4e51","block_type":"box","text":"create educational content about the Fund or other Products that is featured on an Intermediary’s platform, or otherwise","page_number":65,"box":{"x":59,"y":320,"width":847,"height":12}},{"id":"76e53f0f-c908-427b-bd8b-8bbb64057c23","block_type":"box","text":"promote the Fund or other Products. BFA Entities may also reimburse expenses or make payments from their own assets to","page_number":65,"box":{"x":59,"y":335,"width":865,"height":12}},{"id":"b6628e7d-3757-45d4-883b-33b5f079fb35","block_type":"box","text":"Intermediaries or other persons in consideration of services or other activities that the BFA Entities believe may benefit the","page_number":65,"box":{"x":60,"y":350,"width":853,"height":12}},{"id":"1238bbf1-4dc3-4860-908f-f4b9c2c4a306","block_type":"box","text":"business of the BFA Entities or facilitate investment in the Fund or other Products. 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These financial incentives may cause the Intermediary to recommend the Fund or other Products or otherwise","page_number":65,"box":{"x":59,"y":482,"width":827,"height":13}},{"id":"2e371ec6-6148-47d4-9785-0b84b10500ab","block_type":"box","text":"promote the Fund or other Products over other investments. The same conflicts of interest and financial incentives exist with","page_number":65,"box":{"x":59,"y":497,"width":874,"height":13}},{"id":"f2222c78-e9f1-48e4-bb3a-66a35e6a1d47","block_type":"box","text":"respect to your salesperson or other investment professional if he or she receives similar payments from his or her","page_number":65,"box":{"x":60,"y":513,"width":798,"height":12}},{"id":"54188a28-f883-4ea9-af01-78a719b96cf8","block_type":"box","text":"Intermediary firm.","page_number":65,"box":{"x":60,"y":528,"width":124,"height":12}},{"id":"eeb73150-d390-4db1-81d8-b4d3d7b7d470","block_type":"box","text":"In addition to the payments described above, BFA Entities have developed proprietary tools, calculators and related","page_number":65,"box":{"x":60,"y":554,"width":802,"height":13}},{"id":"d2eb1cc2-560d-48c3-8f77-54b225bf6021","block_type":"box","text":"interactive or digital content that is made available through the www.blackrock.com website at no additional cost to","page_number":65,"box":{"x":60,"y":569,"width":812,"height":13}},{"id":"5b963c70-7f42-43da-95c8-54b632c8c577","block_type":"box","text":"Intermediaries. BlackRock may configure these tools and calculators and localize the content for Intermediaries as part of its","page_number":65,"box":{"x":60,"y":584,"width":867,"height":13}},{"id":"75f96f7d-d351-4ea2-855a-de6b339dc6c3","block_type":"box","text":"customary digital marketing support and promotion of the Fund or other Products.","page_number":65,"box":{"x":59,"y":600,"width":581,"height":12}},{"id":"8e58340f-f750-44e2-9899-702924925786","block_type":"box","text":"As of March 1, 2013, BFA Entities have contractual arrangements to make payments (in addition to payments for Education","page_number":65,"box":{"x":59,"y":626,"width":862,"height":12}},{"id":"31d8de3a-887d-4192-ad0e-aa7ff61cbdb2","block_type":"box","text":"Costs or Publishing Costs) to one Intermediary, Fidelity Brokerage Services LLC (“FBS”). Effective June 4, 2016, this","page_number":65,"box":{"x":59,"y":641,"width":795,"height":12}},{"id":"b129d380-6e5f-4e48-b972-1146417f4f29","block_type":"box","text":"relationship was expanded to include National Financial Services, LLC (“NFS”), an affiliate of FBS. Pursuant to this special,","page_number":65,"box":{"x":60,"y":656,"width":847,"height":13}},{"id":"9d7250ef-d5f1-4740-ab9e-6503117df43e","block_type":"box","text":"long-term and significant arrangement (the “Marketing Program”), FBS, NFS and certain of their affiliates (collectively","page_number":65,"box":{"x":60,"y":671,"width":823,"height":13}},{"id":"230bd82e-5be2-4b0a-bdc7-722a2af1b6ce","block_type":"box","text":"“Fidelity”) have agreed, among other things, to actively promote certain funds and Products to customers, investment","page_number":65,"box":{"x":59,"y":686,"width":827,"height":13}},{"id":"4628194e-d17b-479b-aa99-f402c0e079cb","block_type":"box","text":"professionals and other intermediaries and in advertising campaigns as the preferred exchange-traded product, to offer","page_number":65,"box":{"x":59,"y":702,"width":836,"height":12}},{"id":"e5cdcbe4-5486-4689-98c8-f6953f7d42d3","block_type":"box","text":"certain funds and Products in certain Fidelity platforms and investment programs, in some cases at a waived or reduced","page_number":65,"box":{"x":59,"y":717,"width":839,"height":12}},{"id":"ad8b1433-bdae-41f7-8886-a71f75bbcf95","block_type":"box","text":"commission rate or ticket charge, and to provide marketing data to BFA Entities. BFA Entities have agreed to facilitate the","page_number":65,"box":{"x":59,"y":732,"width":844,"height":12}},{"id":"8485c79d-f6da-4293-9347-e9d1cc3ea0fc","block_type":"box","text":"Marketing Program by, among other things, making certain payments to FBS and NFS for marketing and implementing","page_number":65,"box":{"x":59,"y":747,"width":832,"height":12}},{"id":"d0b0f49b-a33c-426e-99e6-852b53c32568","block_type":"box","text":"certain brokerage and investment programs. Upon termination of the arrangement, the BFA Entities will make additional","page_number":65,"box":{"x":59,"y":762,"width":841,"height":12}},{"id":"4dd44534-783c-4606-9c22-b2c494cc8dfe","block_type":"box","text":"payments to FBS and/or NFS based upon a number of criteria, including the overall success of the Marketing Program and","page_number":65,"box":{"x":59,"y":777,"width":857,"height":13}},{"id":"2fd6a1e6-9ce4-4d66-ac87-f1d3653e2bdb","block_type":"box","text":"the level of services provided by FBS and NFS during the wind-down period.","page_number":65,"box":{"x":59,"y":792,"width":529,"height":13}},{"id":"b414a862-39af-4317-955b-9bc8c3486680","block_type":"box","text":"In addition, BFA Entities have entered into other contractual arrangements with Intermediaries and certain other third parties","page_number":65,"box":{"x":60,"y":819,"width":872,"height":12}},{"id":"c4ecd27c-a487-494d-9c2c-8a795f3fe133","block_type":"box","text":"that the BFA Entities believe may benefit the business of the BFA Entities or facilitate investment in the Fund or certain","page_number":65,"box":{"x":59,"y":834,"width":824,"height":12}},{"id":"8519a286-6794-4db9-9123-e0321aba8b2b","block_type":"box","text":"Products. Such agreements can include payments by BFA Entities to such Intermediaries and third parties for data collection","page_number":65,"box":{"x":60,"y":849,"width":867,"height":12}},{"id":"b6f4d014-5e74-4361-90d7-d69de3ba2869","block_type":"box","text":"and provision, technology support, platform enhancement, or educational content, co-marketing and cross-promotional","page_number":65,"box":{"x":59,"y":864,"width":844,"height":12}},{"id":"981aa0be-5347-49df-9187-6d70ae285583","block_type":"box","text":"efforts. In certain cases, such payments to Intermediaries are subject to certain minimum payment levels or tiered payments.","page_number":65,"box":{"x":59,"y":879,"width":872,"height":13}},{"id":"1b220ad6-f4a5-4176-a6e0-828e8dac7d75","block_type":"box","text":"51","page_number":65,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"2c059dec-e509-4370-a614-90876e950186","block_type":"box","text":"With respect to certain funds and Products, payments by the BFA Entities may take the form of, among other things, “due","page_number":66,"box":{"x":59,"y":67,"width":849,"height":12}},{"id":"16717109-d80c-4520-9e31-da5166dd70fd","block_type":"box","text":"diligence” payments for an Intermediary’s review of such funds and Products; payment for providing employee training and","page_number":66,"box":{"x":59,"y":82,"width":864,"height":12}},{"id":"78d4a747-33bd-4342-a945-c5877d6799c4","block_type":"box","text":"information relating to such funds and Products; fees for access (in some cases on a preferential basis) to an Intermediary’s","page_number":66,"box":{"x":60,"y":97,"width":864,"height":12}},{"id":"87939d30-eca5-46d7-8ee1-0df7f4a81fb0","block_type":"box","text":"registered representatives, salespersons or other personnel, fees for maintaining an Intermediary’s investor platform, “shelf","page_number":66,"box":{"x":60,"y":112,"width":861,"height":12}},{"id":"3c768da9-3b56-4569-802b-8e2d84844e88","block_type":"box","text":"space” payments for making such funds and Products available on the Intermediary’s platform or fees for providing","page_number":66,"box":{"x":59,"y":127,"width":807,"height":12}},{"id":"e2e3be2f-566e-4111-be48-474e1e121f08","block_type":"box","text":"assistance in promoting the sale of such funds and Products. In such cases, the payments to Intermediaries may be tiered or","page_number":66,"box":{"x":59,"y":142,"width":871,"height":13}},{"id":"0f08073b-af06-4e6b-9ee6-4e29fa8fdba9","block_type":"box","text":"based on a percentage of the value of the funds and Products held by customers of the applicable Intermediary and may also","page_number":66,"box":{"x":60,"y":157,"width":875,"height":13}},{"id":"6985187f-6dd6-4369-8a3f-20e1f6b410a9","block_type":"box","text":"be subject to minimum payment levels. Payments made pursuant to such arrangements may vary in any year and may be","page_number":66,"box":{"x":60,"y":172,"width":851,"height":13}},{"id":"afb0c5a3-bcc8-4c68-bd41-e15d653d312a","block_type":"box","text":"different for different Intermediaries and third parties and may reflect different services provided. As of the date of this SAI,","page_number":66,"box":{"x":59,"y":188,"width":855,"height":12}},{"id":"001e3037-620a-442d-94a7-a82d2ad62c7b","block_type":"box","text":"the Intermediaries and other third parties (or their respective affiliates) receiving one or more types of the contractual","page_number":66,"box":{"x":59,"y":203,"width":821,"height":12}},{"id":"016804d0-2af1-436d-82a5-c9f1e48391ed","block_type":"box","text":"payments described above include (in addition to FBS and NFS): &Partners, Advisor Credit Exchange, AE Wealth","page_number":66,"box":{"x":59,"y":218,"width":780,"height":12}},{"id":"3591acab-9799-4944-933f-da3d4a8edbf7","block_type":"box","text":"Management, LLC, American Enterprise Investment Services, Inc., Avantax Investment Services, Inc., BNY Mellon Capital","page_number":66,"box":{"x":59,"y":233,"width":840,"height":12}},{"id":"d581a514-ef75-4f89-89dc-67fce02e23ec","block_type":"box","text":"Markets, LLC, BNY Mellon Performance & Risk Analytics, LLC, Cetera Financial Group, Inc., Charles Schwab & Co., Inc.,","page_number":66,"box":{"x":59,"y":248,"width":822,"height":12}},{"id":"530a4bb9-462c-4606-92f7-b633c1a4e6a4","block_type":"box","text":"Clearstream Fund Centre AG, Commonwealth Equity Services, LLC, Dorsey Wright and Associates, LLC, Dynasty Financial","page_number":66,"box":{"x":59,"y":263,"width":848,"height":12}},{"id":"70aab9b0-b82a-483d-895b-ddfd2886fba2","block_type":"box","text":"Partners LLC, E*Trade Securities LLC, Envestnet Asset Management, Inc., iCapital Markets LLC, Interactive Brokers LLC, LPL","page_number":66,"box":{"x":60,"y":278,"width":858,"height":13}},{"id":"11bdb330-987e-4cd9-a67f-f739746a16e1","block_type":"box","text":"Financial LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MML Investors Services, LLC, Morgan Stanley Smith Barney","page_number":66,"box":{"x":60,"y":293,"width":876,"height":13}},{"id":"93f84002-0432-4335-b407-0e6b3ef0a2c5","block_type":"box","text":"LLC, Northwestern Mutual Investment Services, LLC, Orion Portfolio Solutions, LLC, Pershing LLC, Raymond James Financial","page_number":66,"box":{"x":60,"y":308,"width":861,"height":13}},{"id":"d7a094f4-1c35-4640-b7fd-ea8732cf1975","block_type":"box","text":"Services, Inc., Riskalyze, Inc., Sanctuary Wealth Group, LLC, UBS Financial Services Inc., Wells Fargo Clearing Services, LLC and","page_number":66,"box":{"x":59,"y":324,"width":877,"height":12}},{"id":"57ced3bf-e3cc-4d09-8d19-d464902339ef","block_type":"box","text":"Wells Fargo Advisors Financial Network, LLC. Any additions, modifications, or deletions to Intermediaries and other third","page_number":66,"box":{"x":59,"y":339,"width":841,"height":12}},{"id":"8f67647c-f860-4950-89ae-e1192564b9d2","block_type":"box","text":"parties listed above that have occurred since the date of this SAI are not included in the list.","page_number":66,"box":{"x":59,"y":354,"width":637,"height":12}},{"id":"e0dd467b-4e35-407d-8ee6-e8ad1d1c5a48","block_type":"box","text":"Further, BFA Entities make Education Costs and Publishing Costs payments to other Intermediaries that are not listed in the","page_number":66,"box":{"x":60,"y":380,"width":860,"height":13}},{"id":"a31c812d-ca98-40fd-81c8-5030c1ad1e9d","block_type":"box","text":"immediately preceding paragraph. BFA Entities may determine to make such payments based on any number of metrics. For","page_number":66,"box":{"x":60,"y":395,"width":870,"height":13}},{"id":"efd73d34-6ab1-4465-aa0c-bf9c35f45e3e","block_type":"box","text":"example, BFA Entities may make payments at year-end or other intervals in a fixed amount, an amount based upon an","page_number":66,"box":{"x":59,"y":411,"width":826,"height":12}},{"id":"46edc795-afc5-4fbf-b5ad-b630182735f9","block_type":"box","text":"Intermediary’s services at defined levels or an amount based on the Intermediary’s net sales of one or more Products,","page_number":66,"box":{"x":60,"y":426,"width":820,"height":12}},{"id":"63a24ac9-0b4f-41b5-8fa1-bf90aa214d82","block_type":"box","text":"including the Fund, in a year or other period, any of which arrangements may include an agreed-upon minimum or","page_number":66,"box":{"x":60,"y":441,"width":805,"height":12}},{"id":"02f946f2-1269-465a-b194-da0e8f760258","block_type":"box","text":"maximum payment, or any combination of the foregoing. Please contact your salesperson or other investment professional","page_number":66,"box":{"x":60,"y":456,"width":862,"height":12}},{"id":"be0f1e83-0c47-4805-bdaf-214787087a5b","block_type":"box","text":"for more information regarding any such payments or financial incentives his or her Intermediary firm may receive. Any","page_number":66,"box":{"x":59,"y":471,"width":835,"height":12}},{"id":"0f2aa4ba-d859-4c5d-a417-9cc8ce909ed4","block_type":"box","text":"payments made, or financial incentives offered, by the BFA Entities to an Intermediary may create the incentive for the","page_number":66,"box":{"x":59,"y":486,"width":824,"height":12}},{"id":"9c611a9e-f6f1-4687-bf68-04aa5f4af068","block_type":"box","text":"Intermediary to encourage customers to buy shares of the Fund or other Products.","page_number":66,"box":{"x":60,"y":501,"width":578,"height":13}},{"id":"c15c03c6-ceea-4d80-8037-3ef0a2f6b771","block_type":"box","text":"The Fund may participate in certain market maker incentive programs of a national securities exchange in which an affiliate","page_number":66,"box":{"x":59,"y":528,"width":864,"height":12}},{"id":"e0105942-ca72-47d9-b632-cefbb2f954d0","block_type":"box","text":"of the Fund would pay a fee to the exchange used for the purpose of incentivizing one or more market makers in the","page_number":66,"box":{"x":59,"y":543,"width":815,"height":12}},{"id":"d3151b8a-1e64-46a9-89eb-e904b6bf6235","block_type":"box","text":"securities of the Fund to enhance the liquidity and quality of the secondary market of securities of the Fund. The fee would","page_number":66,"box":{"x":59,"y":558,"width":859,"height":12}},{"id":"819d5341-b24f-499b-9211-6a1039e563bb","block_type":"box","text":"then be credited by the exchange to one or more market makers that meet or exceed liquidity and market quality standards","page_number":66,"box":{"x":59,"y":573,"width":864,"height":12}},{"id":"5eb07b66-f452-4b9b-8072-fecae1d7eb4b","block_type":"box","text":"with respect to the securities of the Fund. Each market maker incentive program is subject to approval from the SEC. Any","page_number":66,"box":{"x":59,"y":588,"width":847,"height":13}},{"id":"a62000b6-a4a1-4e49-9d0f-e71f5e02a712","block_type":"box","text":"such fee payments made to an exchange will be made by an affiliate of the Fund solely for the benefit of the Fund and will","page_number":66,"box":{"x":59,"y":603,"width":852,"height":13}},{"id":"c35f1d2c-ab19-4688-991e-b8882e0a0ef0","block_type":"box","text":"not be paid from any Fund assets. Other funds managed by BFA may also participate in such programs.","page_number":66,"box":{"x":60,"y":618,"width":721,"height":13}},{"id":"82170e7d-a4ee-4862-adba-e683a9658736","block_type":"box","text":"Determination of Net Asset Value","page_number":66,"box":{"x":62,"y":649,"width":558,"height":23}},{"id":"1d6ab6c6-45c6-4f11-911a-2ca8a8e42528","block_type":"box","text":"Valuation of Shares.","page_number":66,"box":{"x":59,"y":690,"width":143,"height":10}},{"id":"387c0c3f-6dee-457f-b897-7dc664e4c413","block_type":"box","text":"The NAV for the Fund is generally calculated as of the close of regular trading hours on the New York","page_number":66,"box":{"x":207,"y":690,"width":707,"height":13}},{"id":"a9cb8d04-695d-4fb5-912a-306a0258142d","block_type":"box","text":"Stock Exchange (“NYSE”) (normally 4:00 p.m., Eastern Time) on each business day the NYSE is open. Valuation of assets held","page_number":66,"box":{"x":59,"y":705,"width":876,"height":13}},{"id":"843cc49b-a786-42bf-a162-33d2314833ab","block_type":"box","text":"by the Fund is as follows:","page_number":66,"box":{"x":60,"y":720,"width":173,"height":13}},{"id":"1736b3c3-6606-4ba7-a949-9beca101d3d9","block_type":"box","text":"Equity Investments.","page_number":66,"box":{"x":60,"y":748,"width":139,"height":11}},{"id":"c21dc1be-fcf5-47a3-b7ba-af367e799ba3","block_type":"box","text":"Equity securities traded on a recognized securities exchange (","page_number":66,"box":{"x":205,"y":747,"width":430,"height":12}},{"id":"4b1a7027-3c05-4176-a5ca-33c702aeaa3f","block_type":"box","text":"e.g.","page_number":66,"box":{"x":636,"y":750,"width":23,"height":9}},{"id":"556079cd-a3cc-4b7f-b107-85813194770a","block_type":"box","text":", NYSE), on separate trading boards of a","page_number":66,"box":{"x":661,"y":747,"width":276,"height":12}},{"id":"c3ad1bf5-af06-4039-a792-112f910331f1","block_type":"box","text":"securities exchange or through a market system that provides contemporaneous transaction pricing information (each an","page_number":66,"box":{"x":59,"y":762,"width":854,"height":12}},{"id":"7e99bf1f-f9bf-4f48-9a0f-e32c6ba5929c","block_type":"box","text":"“Exchange”) are valued using information obtained via independent pricing services, generally at the Exchange closing price","page_number":66,"box":{"x":59,"y":777,"width":869,"height":13}},{"id":"94ee5b81-624e-4266-9f43-fd82dd4a07da","block_type":"box","text":"or, if an Exchange closing price is not available, the last traded price on that Exchange prior to the time as of which the assets","page_number":66,"box":{"x":59,"y":792,"width":875,"height":13}},{"id":"cb6f5157-4598-4f53-bb69-244b30eb5db0","block_type":"box","text":"or liabilities are valued. However, under certain circumstances, other means of determining current market value may be","page_number":66,"box":{"x":59,"y":807,"width":841,"height":13}},{"id":"b689f453-3909-44df-bce3-58794fdac3b5","block_type":"box","text":"used. If an equity security is traded on more than one Exchange, the current market value of the security where it is primarily","page_number":66,"box":{"x":60,"y":823,"width":872,"height":12}},{"id":"37a3a5e4-f3d0-450e-8310-e5566301ccb6","block_type":"box","text":"traded generally will be used. In the event that there are no sales involving an equity security held by the Fund on a day on","page_number":66,"box":{"x":59,"y":838,"width":852,"height":12}},{"id":"197b053e-7fe1-43dd-b3ff-143708a1174b","block_type":"box","text":"which the Fund values such security, the prior day’s price will be used, unless BFA determines that such prior day’s price no","page_number":66,"box":{"x":59,"y":853,"width":862,"height":12}},{"id":"4e50e635-55db-4359-85ef-176db9b16296","block_type":"box","text":"longer reflects the fair value of the security, in which case such asset would be treated as a Fair Value Asset (as defined","page_number":66,"box":{"x":60,"y":868,"width":829,"height":12}},{"id":"06744ce1-6882-400a-8513-2cad01b9c8e6","block_type":"box","text":"below).","page_number":66,"box":{"x":60,"y":883,"width":50,"height":12}},{"id":"341cf1c6-d766-4585-a7a4-19cd87bb29a5","block_type":"box","text":"52","page_number":66,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"5ff88538-5dbd-4a9b-8c62-9dda2666bdc7","block_type":"box","text":"Fixed-Income Investments.","page_number":67,"box":{"x":60,"y":67,"width":193,"height":9}},{"id":"ecaf5451-f458-499e-8f1c-516f998365be","block_type":"box","text":"Fixed-income securities are valued using the last available bid prices or current market","page_number":67,"box":{"x":259,"y":67,"width":604,"height":12}},{"id":"1f22e531-ffba-46f4-8e20-c2eb425da691","block_type":"box","text":"quotations provided by dealers or prices (including evaluated prices) supplied by the Funds’ approved independent third","page_number":67,"box":{"x":59,"y":82,"width":847,"height":12}},{"id":"35148cfc-31ea-4f14-a6b4-8561ef73ed49","block_type":"box","text":"party pricing services, each in accordance with BFA’s Valuation Procedures. The pricing services may use matrix pricing or","page_number":67,"box":{"x":59,"y":97,"width":854,"height":12}},{"id":"461e9f82-658a-4e9f-b9cf-ecf270dca7ee","block_type":"box","text":"valuation models that utilize certain inputs and assumptions to derive values, including transaction data (","page_number":67,"box":{"x":59,"y":112,"width":737,"height":12}},{"id":"8048fa56-0caa-4580-b764-74cb788d4e8a","block_type":"box","text":"e.g.","page_number":67,"box":{"x":797,"y":115,"width":23,"height":9}},{"id":"4ab6ffe1-180a-4a83-afab-88af34df064b","block_type":"box","text":", recent","page_number":67,"box":{"x":822,"y":113,"width":51,"height":10}},{"id":"2255a678-aa23-4f29-aff0-5681d656f620","block_type":"box","text":"representative bids and offers), credit quality information, perceived market movements, news, and other relevant","page_number":67,"box":{"x":60,"y":127,"width":795,"height":12}},{"id":"19d8e95e-48f7-4948-aca0-500d6b8f0686","block_type":"box","text":"information. Pricing services also may consider yields or prices of securities of comparable quality, coupon, maturity and","page_number":67,"box":{"x":60,"y":142,"width":841,"height":13}},{"id":"6a74b1bd-6c0b-4462-a79a-e25617f1433f","block_type":"box","text":"type; indications as to values from dealers; general market conditions; and/or other factors and assumptions. Pricing services","page_number":67,"box":{"x":59,"y":157,"width":878,"height":13}},{"id":"bc7281fb-6db5-456a-9119-7749a6e277d8","block_type":"box","text":"generally value fixed-income securities assuming orderly transactions of an institutional round lot size, but a Fund may hold","page_number":67,"box":{"x":59,"y":172,"width":866,"height":13}},{"id":"f9855744-3e28-46f0-8f5a-e19998238520","block_type":"box","text":"or transact in such securities in smaller, odd lot sizes. Odd lots of securities in certain asset classes may trade at lower prices","page_number":67,"box":{"x":59,"y":188,"width":867,"height":12}},{"id":"aacec185-bf59-45ea-8a0b-04c91448bbc9","block_type":"box","text":"than institutional round lots, and the value ultimately realized when the securities are sold could differ from the prices used","page_number":67,"box":{"x":59,"y":203,"width":860,"height":12}},{"id":"3607014b-1ea1-412a-b60a-2204a77faead","block_type":"box","text":"by a Fund. The amortized cost method of valuation may be used with respect to debt obligations with 60 days or less","page_number":67,"box":{"x":60,"y":218,"width":819,"height":12}},{"id":"8c125704-3766-4f64-b83a-1eec71ccb4c0","block_type":"box","text":"remaining to maturity unless BFA determines in good faith that such method does not represent fair value. Certain fixed","page_number":67,"box":{"x":60,"y":233,"width":844,"height":12}},{"id":"0008dda4-a8e1-403c-a8d4-da50bfd90c20","block_type":"box","text":"income investments, including asset-backed and mortgage-related securities, may be valued based on valuation models that","page_number":67,"box":{"x":60,"y":248,"width":873,"height":12}},{"id":"03eb8797-bf32-41c4-b77c-6d0a21715759","block_type":"box","text":"consider the estimated cash flows of each tranche of the issuer, establish a benchmark yield and develop an estimated","page_number":67,"box":{"x":59,"y":263,"width":829,"height":12}},{"id":"ec6702a6-5464-4d70-9328-6eea0f25f9bd","block_type":"box","text":"tranche-specific spread to the benchmark yield based on the unique attributes of the tranche.","page_number":67,"box":{"x":59,"y":278,"width":655,"height":13}},{"id":"a27720e9-4d1a-4df7-ba5e-6bd6dd3b2511","block_type":"box","text":"Options, Futures, Swaps and Other Derivatives.","page_number":67,"box":{"x":59,"y":305,"width":338,"height":12}},{"id":"5024626d-8e73-41cf-9e17-e63cfbfdef37","block_type":"box","text":"Exchange-traded equity options (except ETF options, equity index options","page_number":67,"box":{"x":403,"y":305,"width":517,"height":12}},{"id":"e43ebf84-0ebd-44f7-b249-72de061433c0","block_type":"box","text":"or those that are customized) for which market quotations are readily available are valued at the mean of the last bid and ask","page_number":67,"box":{"x":59,"y":320,"width":875,"height":12}},{"id":"55e27bd2-de04-4749-bc33-019aa8b5cfac","block_type":"box","text":"prices as quoted on the Exchange or the board of trade on which such options are traded. In the event that there is no mean","page_number":67,"box":{"x":59,"y":335,"width":869,"height":12}},{"id":"00891674-09ef-4ee6-9afd-220ebfc23a0f","block_type":"box","text":"price available for such exchange-traded equity option held by a Fund on a day on which the Fund values such option, the","page_number":67,"box":{"x":59,"y":350,"width":854,"height":12}},{"id":"c667d887-5e27-4bae-888d-fedc756552da","block_type":"box","text":"last bid (long positions) or ask (short positions) price, if available, will be used as the value of such option. If no bid or ask","page_number":67,"box":{"x":60,"y":365,"width":848,"height":13}},{"id":"c0ad6529-6372-458e-bec6-050c4c1271ec","block_type":"box","text":"price is available on a day on which a Fund values such option, the prior day’s price will be used, unless BFA determines that","page_number":67,"box":{"x":59,"y":380,"width":868,"height":13}},{"id":"af844993-e750-49d3-acf4-24003f3f7635","block_type":"box","text":"such prior day’s price no longer reflects the fair value of the option, in which case such option will be treated as a Fair Value","page_number":67,"box":{"x":59,"y":395,"width":863,"height":13}},{"id":"74290a77-219a-4bbd-b44e-f147bad37c09","block_type":"box","text":"Asset. Customized exchange-traded equity options, ETF options, equity index options and OTC derivatives may be valued","page_number":67,"box":{"x":59,"y":411,"width":848,"height":12}},{"id":"ecc005c9-358b-46f7-87bf-7f3634247215","block_type":"box","text":"using a mathematical model which may incorporate a number of market data factors. Financial futures contracts and","page_number":67,"box":{"x":60,"y":426,"width":822,"height":12}},{"id":"70e1ab4a-797f-4ae4-8dd2-40578b00bab0","block_type":"box","text":"options thereon, which are traded on exchanges, are valued at their last sale price or settle price as of the close of such","page_number":67,"box":{"x":59,"y":441,"width":831,"height":12}},{"id":"f202f48d-c397-4d15-a151-a6feb84be37a","block_type":"box","text":"exchanges. Swap agreements and other derivatives are generally valued daily based upon quotations from market makers or","page_number":67,"box":{"x":59,"y":456,"width":872,"height":12}},{"id":"d4599b7c-050e-4ebd-a9a1-b91dc2e418a3","block_type":"box","text":"by a pricing service in accordance with the Valuation Procedures.","page_number":67,"box":{"x":60,"y":471,"width":453,"height":12}},{"id":"f67eb440-cb43-4fe5-a3bd-5c43050acf7c","block_type":"box","text":"Underlying Funds.","page_number":67,"box":{"x":60,"y":497,"width":130,"height":13}},{"id":"1c187982-0d7d-49cc-b9b1-1e61b1ee67e2","block_type":"box","text":"Shares of underlying open-end funds (including money market funds) are valued at NAV. Shares of","page_number":67,"box":{"x":195,"y":497,"width":693,"height":13}},{"id":"9c06ea72-3687-4bf8-982a-2dacb00a0eaf","block_type":"box","text":"underlying exchange-traded closed-end funds or other ETFs will be valued at their most recent closing price.","page_number":67,"box":{"x":60,"y":513,"width":759,"height":12}},{"id":"531ba53f-b6e4-4e98-beed-14d138e3decd","block_type":"box","text":"General Valuation Information.","page_number":67,"box":{"x":59,"y":539,"width":222,"height":10}},{"id":"4fc33bfe-16c6-4b50-bfaa-55a1e18e2a21","block_type":"box","text":"Prices obtained from independent third-party pricing services, broker-dealers or market","page_number":67,"box":{"x":287,"y":539,"width":613,"height":12}},{"id":"fa90f3ad-9459-4e3a-bd7f-e978df947963","block_type":"box","text":"makers to value a Fund’s securities and other assets and liabilities are based on information available at the time the Fund","page_number":67,"box":{"x":60,"y":554,"width":850,"height":10}},{"id":"8e0cb4d4-2189-445b-9947-4294e50c80c4","block_type":"box","text":"values its assets and liabilities. In the event that a pricing service quotation is revised or updated subsequent to the day on","page_number":67,"box":{"x":59,"y":569,"width":853,"height":13}},{"id":"1965b524-61f6-4bdf-8dcd-06064377c4ae","block_type":"box","text":"which a Fund valued such security, the revised pricing service quotation generally will be applied prospectively. Such","page_number":67,"box":{"x":59,"y":584,"width":813,"height":13}},{"id":"2e97a7f1-afa1-47a8-b5fc-963bbe1c4245","block_type":"box","text":"determination will be made considering pertinent facts and circumstances surrounding the revision.","page_number":67,"box":{"x":59,"y":600,"width":701,"height":12}},{"id":"b49d5bc9-5080-4dba-910b-54614ff6b9d4","block_type":"box","text":"The price a Fund could receive upon the sale of any particular portfolio investment may differ from the Fund’s valuation of","page_number":67,"box":{"x":59,"y":626,"width":855,"height":12}},{"id":"ed437147-1f74-4a88-b1df-ea2971b6f52b","block_type":"box","text":"the investment, particularly for assets that trade in thin or volatile markets or that are valued using a fair valuation","page_number":67,"box":{"x":59,"y":641,"width":794,"height":12}},{"id":"7dc9a949-5710-4414-b5b7-2fa35e805b2b","block_type":"box","text":"methodology or a price provided by an independent pricing service. As a result, the price received upon the sale of an","page_number":67,"box":{"x":60,"y":656,"width":819,"height":13}},{"id":"f32b2c40-a72e-49ca-8e45-787a520368e9","block_type":"box","text":"investment may be less than the value ascribed by a Fund, and a Fund could realize a greater than expected loss or lesser","page_number":67,"box":{"x":60,"y":671,"width":846,"height":13}},{"id":"4dd4a581-c4f2-483c-af42-7f401ef4b6cc","block_type":"box","text":"than expected gain upon the sale of the investment. A Fund’s ability to value its investment may also be impacted by","page_number":67,"box":{"x":59,"y":686,"width":816,"height":13}},{"id":"fa78e381-04ff-458e-9769-95fde1d32d59","block_type":"box","text":"technological issues and/or errors by pricing services or other third-party service providers.","page_number":67,"box":{"x":59,"y":702,"width":639,"height":12}},{"id":"d3e9441c-3326-4c2e-9ad5-891d467cebdd","block_type":"box","text":"All cash, receivables and current payables are carried on a Fund’s books at their fair value.","page_number":67,"box":{"x":59,"y":728,"width":626,"height":12}},{"id":"dd1f5f2a-d96b-4095-8232-9af205ea75c2","block_type":"box","text":"In the event that application of the methods of valuation discussed above result in a price for a security which is deemed not","page_number":67,"box":{"x":60,"y":754,"width":871,"height":13}},{"id":"cd6b7fe4-f2a9-4847-b7ff-6b677767f2c8","block_type":"box","text":"to be representative of the fair market value of such security, the security will be valued by, under the direction of or in","page_number":67,"box":{"x":59,"y":770,"width":823,"height":12}},{"id":"94dcb20d-1b93-4270-99e7-3c1d403bc37f","block_type":"box","text":"accordance with a method approved by BFA, the Funds’ valuation designee, as reflecting fair value. All other assets and","page_number":67,"box":{"x":59,"y":785,"width":833,"height":12}},{"id":"21558935-261b-4739-8bcb-12f47853d3c2","block_type":"box","text":"liabilities (including securities for which market quotations are not readily available) held by a Fund (including restricted","page_number":67,"box":{"x":60,"y":800,"width":836,"height":12}},{"id":"a88e8f5a-f2c2-4557-8dcf-3486a950d78f","block_type":"box","text":"securities) are valued at fair value as determined in good faith by BFA pursuant to the Valuation Procedures. Any assets and","page_number":67,"box":{"x":59,"y":815,"width":862,"height":12}},{"id":"ea776aa8-7146-44c0-a251-443131a4b514","block_type":"box","text":"liabilities which are denominated in a foreign currency are translated into U.S. dollars at the prevailing market rates.","page_number":67,"box":{"x":60,"y":830,"width":804,"height":12}},{"id":"4e389dc1-4bea-4e83-bfd8-0a47d5364636","block_type":"box","text":"Use of fair value prices and certain current market valuations could result in a difference between the prices used to calculate","page_number":67,"box":{"x":60,"y":857,"width":874,"height":12}},{"id":"d3f16bd4-a284-4663-98bd-5f9c6c9b3ade","block_type":"box","text":"the Fund’s NAV and the prices used in the Underlying Index, which, in turn, could result in a difference between the Fund’s","page_number":67,"box":{"x":59,"y":872,"width":856,"height":12}},{"id":"9efbfc57-d503-40d4-a1bc-a3b5042f518f","block_type":"box","text":"performance and the performance of the Underlying Index.","page_number":67,"box":{"x":59,"y":887,"width":414,"height":12}},{"id":"20b556f5-703c-40ac-8ea1-c3937fce103a","block_type":"box","text":"53","page_number":67,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"9f22eb4e-db44-41a0-aa0b-a5040dd5e97c","block_type":"box","text":"Fair Value.","page_number":68,"box":{"x":60,"y":67,"width":73,"height":9}},{"id":"af76f437-47bb-41da-984e-433b402c3fa7","block_type":"box","text":"When market quotations are not readily available or are believed by BFA to be unreliable, a Fund’s investments are","page_number":68,"box":{"x":138,"y":67,"width":796,"height":12}},{"id":"a9cb657a-497d-4788-84f1-1e4f46b54b96","block_type":"box","text":"valued at fair value (“Fair Value Assets”). Fair Value Assets are valued by BFA in accordance with the Valuation Procedures.","page_number":68,"box":{"x":59,"y":82,"width":854,"height":12}},{"id":"35aaf313-5307-49f8-879e-6c66fef66898","block_type":"box","text":"Pursuant to Rule 2a-5 under the Investment Company Act, the Board of Trustees has designated BFA as the valuation","page_number":68,"box":{"x":60,"y":97,"width":819,"height":12}},{"id":"52dd81c4-5daf-4d1b-b231-b835f4429e7d","block_type":"box","text":"designee for the respective Funds for which it serves as investment adviser. BFA may reasonably conclude that a market","page_number":68,"box":{"x":59,"y":112,"width":838,"height":12}},{"id":"cff20890-650a-482d-8368-a0f1308534ab","block_type":"box","text":"quotation is not readily available or is unreliable if, among other things, a security or other asset or liability does not have a","page_number":68,"box":{"x":59,"y":127,"width":855,"height":12}},{"id":"1b00e9ba-0149-46a2-bb37-7352670375f7","block_type":"box","text":"price source due to its complete lack of trading, if BFA believes a market quotation from a broker-dealer or other source is","page_number":68,"box":{"x":59,"y":142,"width":851,"height":13}},{"id":"3276ed66-653a-4a09-8315-8b5fef6be9f3","block_type":"box","text":"unreliable (","page_number":68,"box":{"x":60,"y":157,"width":77,"height":13}},{"id":"57d3416b-dd3a-45d4-9257-847b1f6522d3","block_type":"box","text":"e.g.","page_number":68,"box":{"x":138,"y":160,"width":23,"height":10}},{"id":"1737b83e-5a35-46e0-9cf8-0f560cc23cbe","block_type":"box","text":", where it varies significantly from a recent trade, or no longer reflects the fair value of the security or other","page_number":68,"box":{"x":163,"y":157,"width":745,"height":13}},{"id":"1faaee9e-51f9-425b-bac0-63a8311c254a","block_type":"box","text":"asset or liability subsequent to the most recent market quotation), or where the security or other asset or liability is only","page_number":68,"box":{"x":59,"y":172,"width":839,"height":13}},{"id":"6dda6d84-cf6e-4edf-b993-5864e413fda3","block_type":"box","text":"thinly traded or due to the occurrence of a significant event subsequent to the most recent market quotation. For this","page_number":68,"box":{"x":59,"y":188,"width":822,"height":12}},{"id":"caa16f37-0cb4-4bcd-968f-c44bd3325009","block_type":"box","text":"purpose, a “significant event” is deemed to occur if BFA determines, in its reasonable business judgment, that an event has","page_number":68,"box":{"x":59,"y":203,"width":861,"height":12}},{"id":"b8e5b8c5-1b41-485b-90c5-e7f2549f73ac","block_type":"box","text":"occurred after the close of trading for an asset or liability but prior to or at the time of pricing a Fund’s assets or liabilities, is","page_number":68,"box":{"x":59,"y":218,"width":863,"height":12}},{"id":"d6c751bb-5e98-46e5-8cb1-81f487c2ad6d","block_type":"box","text":"likely to cause a material change to the last exchange closing price or closing market price of one or more assets held by, or","page_number":68,"box":{"x":60,"y":233,"width":863,"height":12}},{"id":"29a33d53-3499-4b52-8138-973100a070ab","block_type":"box","text":"liabilities of, a Fund. On any day the NYSE is open and a foreign market or the primary exchange on which a foreign asset or","page_number":68,"box":{"x":60,"y":248,"width":863,"height":12}},{"id":"f963e4b1-e406-44c2-b7ff-fe7ba2b223b1","block_type":"box","text":"liability is traded is closed, such asset or liability will be valued using the prior day’s price, provided that BFA is not aware of","page_number":68,"box":{"x":60,"y":263,"width":857,"height":12}},{"id":"8ce4511c-ffd6-49e1-ad9f-c34550b3c696","block_type":"box","text":"any significant event or other information that would cause such price to no longer reflect the fair value of the asset or","page_number":68,"box":{"x":59,"y":278,"width":829,"height":13}},{"id":"13a00a7c-c6ab-413b-85f9-2fd2c0384f40","block_type":"box","text":"liability, in which case such asset or liability would be treated as a Fair Value Asset.","page_number":68,"box":{"x":60,"y":293,"width":573,"height":13}},{"id":"0738427c-abf0-4402-a260-e78a9f2c8d48","block_type":"box","text":"For certain foreign assets, a third-party vendor supplies evaluated, systematic fair value pricing based upon the movement of","page_number":68,"box":{"x":60,"y":320,"width":873,"height":12}},{"id":"0779a818-639b-480b-9e8d-00d6547f4411","block_type":"box","text":"a proprietary multi-factor model after the relevant foreign markets have closed. This systematic fair value pricing","page_number":68,"box":{"x":59,"y":335,"width":787,"height":12}},{"id":"74bcdd96-9d2c-46eb-803c-e0bf1ce99865","block_type":"box","text":"methodology is designed to correlate the prices of foreign assets in one or more non-U.S. markets following the close of the","page_number":68,"box":{"x":60,"y":350,"width":866,"height":12}},{"id":"b9aa8935-e3d6-436f-8ef2-4dcc6ee299b7","block_type":"box","text":"local markets to the prices that might have prevailed as of a Fund’s pricing time.","page_number":68,"box":{"x":60,"y":365,"width":558,"height":13}},{"id":"1bdae4dd-b1f6-4c52-9328-a1332b17713a","block_type":"box","text":"BFA’s Rule 2a-5 Committee is responsible for reviewing and approving methodologies by investment type and significant","page_number":68,"box":{"x":60,"y":392,"width":843,"height":12}},{"id":"348dfe58-2190-4623-9ccc-33cd2f0b4d70","block_type":"box","text":"inputs used in the fair valuation of Fund assets or liabilities. In addition, a Fund’s accounting agent assists BFA by periodically","page_number":68,"box":{"x":60,"y":407,"width":873,"height":12}},{"id":"a5f4215b-1a7d-479d-9276-aa0c06524785","block_type":"box","text":"endeavoring to confirm the prices it receives from all third-party pricing services, index providers and broker-dealers. BFA","page_number":68,"box":{"x":59,"y":422,"width":848,"height":12}},{"id":"cd7a1b2c-9586-4313-a835-f7e2b7661f5b","block_type":"box","text":"regularly evaluates the values assigned to the securities and other assets and liabilities of a Fund.","page_number":68,"box":{"x":60,"y":437,"width":676,"height":12}},{"id":"3b67dc23-48e4-4064-98e8-186aa11cb911","block_type":"box","text":"When determining the price for a Fair Value Asset, BFA will seek to determine the price that a Fund might reasonably expect","page_number":68,"box":{"x":59,"y":463,"width":868,"height":13}},{"id":"0ba1dca8-5cee-4cc6-86dd-f164f5ecff9f","block_type":"box","text":"to receive from the current sale of that asset or liability in an arm’s-length transaction on the date on which the asset or","page_number":68,"box":{"x":59,"y":479,"width":838,"height":12}},{"id":"44914886-91a0-476e-8562-eeef20c520f4","block_type":"box","text":"liability is being valued, and does not seek to determine the price a Fund might reasonably expect to receive for selling an","page_number":68,"box":{"x":60,"y":494,"width":846,"height":12}},{"id":"6052c33a-8e12-477c-98df-2842dadb9742","block_type":"box","text":"asset or liability at a later time or if it holds the asset or liability to maturity. Fair value determinations will be based upon all","page_number":68,"box":{"x":59,"y":509,"width":857,"height":12}},{"id":"1fc7f715-ae63-40b9-b36c-41249d843260","block_type":"box","text":"available factors that BFA deems relevant at the time of the determination, and may be based on analytical values determined","page_number":68,"box":{"x":59,"y":524,"width":878,"height":12}},{"id":"7e53cfa5-83fd-4284-85c8-191da3416a9e","block_type":"box","text":"by BFA using proprietary or third-party valuation models.","page_number":68,"box":{"x":60,"y":539,"width":396,"height":12}},{"id":"e665ad6f-bb74-43d4-b7e8-baab6f5e9cc5","block_type":"box","text":"Fair value represents a good faith approximation of the value of an asset or liability. When determining the fair value of an","page_number":68,"box":{"x":60,"y":566,"width":847,"height":12}},{"id":"76e283e8-e511-432d-bb54-d48f54b24c1e","block_type":"box","text":"investment, one or more fair value methodologies may be used (depending on certain factors, including the asset type). For","page_number":68,"box":{"x":60,"y":581,"width":865,"height":12}},{"id":"c38e55e6-0a23-417d-87f0-7ee7e18bd285","block_type":"box","text":"example, the investment may be initially priced based on the original cost of the investment or, alternatively, using proprietary","page_number":68,"box":{"x":59,"y":596,"width":879,"height":12}},{"id":"a97267dd-3a19-4736-9b5e-f0a4a8443390","block_type":"box","text":"or third-party models that may rely upon one or more unobservable inputs. Prices of actual, executed or historical","page_number":68,"box":{"x":59,"y":611,"width":796,"height":12}},{"id":"72c32aa8-52fc-4901-b5e9-2d83848b4240","block_type":"box","text":"transactions in the relevant investment (or comparable instruments) or, where appropriate, an appraisal by a third-party","page_number":68,"box":{"x":59,"y":626,"width":839,"height":12}},{"id":"47f871cc-c342-48a2-8127-7a4102bca7dc","block_type":"box","text":"experienced in the valuation of similar instruments, may also be used as a basis for establishing the fair value of an","page_number":68,"box":{"x":59,"y":641,"width":801,"height":12}},{"id":"71b6a179-ccfc-4222-96f9-6fe3bc18c1e8","block_type":"box","text":"investment.","page_number":68,"box":{"x":60,"y":657,"width":80,"height":9}},{"id":"3031714a-23c6-40bf-8680-2c15435f9a2e","block_type":"box","text":"The fair value of one or more assets or liabilities may not, in retrospect, be the price at which those assets or liabilities could","page_number":68,"box":{"x":59,"y":683,"width":864,"height":12}},{"id":"d1f67668-7f89-4fc9-8ba7-ea15e34c5dab","block_type":"box","text":"have been sold during the period in which the particular fair values were used in determining a Fund’s NAV. As a result, a","page_number":68,"box":{"x":60,"y":698,"width":842,"height":12}},{"id":"2307551f-1a17-4473-8779-e4f7e738068e","block_type":"box","text":"Fund’s sale or redemption of its shares at NAV, at a time when a holding or holdings are valued at fair value, may have the","page_number":68,"box":{"x":60,"y":713,"width":849,"height":12}},{"id":"db3130b4-e0e1-4437-8013-3d169765f0b6","block_type":"box","text":"effect of diluting or increasing the economic interest of existing shareholders.","page_number":68,"box":{"x":59,"y":728,"width":541,"height":12}},{"id":"9b3b887a-7fb2-4002-bb48-f62c05c059b2","block_type":"box","text":"A Fund’s annual audited financial statements, which are prepared in accordance with accounting principles generally","page_number":68,"box":{"x":59,"y":754,"width":821,"height":13}},{"id":"336c503f-ee9b-4341-aa84-2a1d7a8fd488","block_type":"box","text":"accepted in the United States of America (“US GAAP”), follow the requirements for valuation set forth in Financial","page_number":68,"box":{"x":59,"y":770,"width":795,"height":12}},{"id":"002bd7f3-f606-4adf-85c6-41400472d147","block_type":"box","text":"Accounting Standards Board Accounting Standards Codification Topic 820, “Fair Value Measurements and Disclosures”","page_number":68,"box":{"x":59,"y":785,"width":837,"height":12}},{"id":"8970ec0e-4c39-4003-be40-dbd6d3380bea","block_type":"box","text":"(“ASC 820”), which defines and establishes a framework for measuring fair value under US GAAP and expands financial","page_number":68,"box":{"x":60,"y":800,"width":835,"height":12}},{"id":"4c88da16-d4f2-48dc-9cc8-7beac65db070","block_type":"box","text":"statement disclosure requirements relating to fair value measurements.","page_number":68,"box":{"x":59,"y":815,"width":499,"height":12}},{"id":"203b4b17-f944-4ce8-9d09-a41909ee34ec","block_type":"box","text":"Generally, ASC 820 and other accounting rules applicable to funds and various assets in which they invest are evolving. Such","page_number":68,"box":{"x":59,"y":841,"width":871,"height":13}},{"id":"62480d6b-ae48-4561-90af-baa66332a259","block_type":"box","text":"changes may adversely affect a Fund. For example, the evolution of rules governing the determination of the fair market","page_number":68,"box":{"x":59,"y":857,"width":839,"height":12}},{"id":"77168857-ff69-4466-b496-e2310759739b","block_type":"box","text":"value of assets or liabilities, to the extent such rules become more stringent, would tend to increase the cost and/or reduce","page_number":68,"box":{"x":59,"y":872,"width":862,"height":12}},{"id":"d88b23ba-f19f-4903-a308-af1cfab682c3","block_type":"box","text":"54","page_number":68,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"8e407ed0-8c15-41fb-8830-57516fdfebc6","block_type":"box","text":"the availability of third-party determinations of fair market value. This may in turn increase the costs associated with selling","page_number":69,"box":{"x":59,"y":67,"width":862,"height":12}},{"id":"6e5bd49f-8411-4fc8-9853-22bd71bbff38","block_type":"box","text":"assets or affect their liquidity due to a Fund’s inability to obtain a third-party determination of fair market value.","page_number":69,"box":{"x":59,"y":82,"width":779,"height":12}},{"id":"d51e8dde-2751-4147-a7f0-2c12db305b7b","block_type":"box","text":"Brokerage Transactions","page_number":69,"box":{"x":62,"y":112,"width":390,"height":30}},{"id":"ef12ba03-9173-4859-9721-e43fe2e1cf51","block_type":"box","text":"Subject to policies established by the Board, BFA is primarily responsible for the execution of the Fund’s portfolio transactions","page_number":69,"box":{"x":59,"y":154,"width":877,"height":12}},{"id":"0169c16b-3f4f-4316-b893-6c46244fcf0d","block_type":"box","text":"and the allocation of brokerage. BFA does not execute transactions through any particular broker or dealer, but seeks to","page_number":69,"box":{"x":59,"y":169,"width":836,"height":12}},{"id":"4f1be323-62a0-48a5-8085-bca9ab5bb9ab","block_type":"box","text":"obtain the best net results for the Fund, taking into account such factors as price (including the applicable brokerage","page_number":69,"box":{"x":59,"y":184,"width":818,"height":12}},{"id":"97ee0863-600f-4d63-b046-9263dd8f8eb9","block_type":"box","text":"commission or dealer spread), size of order, difficulty of execution, operational facilities of the firm and the firm’s risk and skill","page_number":69,"box":{"x":59,"y":199,"width":877,"height":12}},{"id":"d3568c11-b8cf-49be-bffc-3ef1c00f970b","block_type":"box","text":"in positioning blocks of securities. While BFA generally seeks reasonable trade execution costs, the Fund does not necessarily","page_number":69,"box":{"x":60,"y":214,"width":875,"height":12}},{"id":"af8b5796-e409-4493-be53-365a154ca230","block_type":"box","text":"pay the lowest spread or commission available, and payment of the lowest commission or spread is not necessarily","page_number":69,"box":{"x":59,"y":229,"width":805,"height":12}},{"id":"1065bbcf-e9bf-4780-b0b4-beba16e70d02","block_type":"box","text":"consistent with obtaining the best price and execution in particular transactions. Subject to applicable legal requirements,","page_number":69,"box":{"x":59,"y":244,"width":852,"height":13}},{"id":"babc821e-32c2-49a9-bc9d-e9540b7aaef4","block_type":"box","text":"BFA may select a broker based partly upon brokerage or research services provided to BFA and its clients, including the Fund.","page_number":69,"box":{"x":60,"y":259,"width":873,"height":13}},{"id":"4a4e6250-36fd-4286-9f5f-0a0213aa81fc","block_type":"box","text":"In return for such services, BFA may cause the Fund to pay a higher commission than other brokers would charge if BFA","page_number":69,"box":{"x":60,"y":274,"width":838,"height":13}},{"id":"504f74a3-b9db-4fcf-ac91-90fb5087f781","block_type":"box","text":"determines in good faith that the commission is reasonable in relation to the services provided.","page_number":69,"box":{"x":59,"y":290,"width":665,"height":12}},{"id":"3cc72050-fb0e-431f-963b-2e8243709392","block_type":"box","text":"In selecting brokers or dealers to execute portfolio transactions, BFA seeks to obtain the best price and most favorable","page_number":69,"box":{"x":60,"y":316,"width":824,"height":12}},{"id":"416cb3cb-7f52-466d-962f-9965ec6498a9","block_type":"box","text":"execution for the Fund and may take into account a variety of factors including: (i) the size, nature and character of the","page_number":69,"box":{"x":59,"y":331,"width":833,"height":13}},{"id":"b79fef03-1c92-4c7e-a166-87ae0a29a9da","block_type":"box","text":"security or instrument being traded and the markets in which it is purchased or sold; (ii) the desired timing of the","page_number":69,"box":{"x":59,"y":346,"width":792,"height":13}},{"id":"3eaa8e32-9d2d-40f1-8bb4-cafc07b0bb2d","block_type":"box","text":"transaction; (iii) BFA’s knowledge of the expected commission rates and spreads currently available; (iv) the activity existing","page_number":69,"box":{"x":59,"y":361,"width":864,"height":13}},{"id":"f3b455a8-6b8b-4d5e-86dd-506e31702fa4","block_type":"box","text":"and expected in the market for the particular security or instrument, including any anticipated execution difficulties; (v) the","page_number":69,"box":{"x":59,"y":377,"width":861,"height":12}},{"id":"89184c68-88da-4f71-aa3a-4ba961722f45","block_type":"box","text":"full range of brokerage services provided; (vi) the broker’s or dealer’s capital; (vii) the quality of research and research","page_number":69,"box":{"x":59,"y":392,"width":820,"height":12}},{"id":"32f5220a-59db-4af7-857f-9d955937b326","block_type":"box","text":"services provided; (viii) the reasonableness of the commission, dealer spread or its equivalent for the specific transaction; and","page_number":69,"box":{"x":59,"y":407,"width":878,"height":12}},{"id":"4435bc43-a3a8-4c95-bd02-6c886545933c","block_type":"box","text":"(ix) BFA’s knowledge of any actual or apparent operational problems of a broker or dealer. Brokers may also be selected","page_number":69,"box":{"x":60,"y":422,"width":832,"height":12}},{"id":"00959722-71f1-4628-abe2-2e0d4e59414a","block_type":"box","text":"because of their ability to handle special or difficult executions, such as may be involved in large block trades, thinly traded","page_number":69,"box":{"x":60,"y":437,"width":855,"height":12}},{"id":"5749bac8-60fe-451e-8e9c-c3fb8268a404","block_type":"box","text":"securities, or other circumstances.","page_number":69,"box":{"x":59,"y":452,"width":240,"height":11}},{"id":"f9882fd7-b223-448a-a823-bde7472753ba","block_type":"box","text":"Section 28(e) of the 1934 Act (“Section 28(e)”) permits a U.S. investment adviser, under certain circumstances, to cause an","page_number":69,"box":{"x":59,"y":479,"width":863,"height":12}},{"id":"afd35d74-1dbc-437d-8283-b379cd2219f5","block_type":"box","text":"account to pay a broker or dealer a commission for effecting a transaction in securities that exceeds the amount another","page_number":69,"box":{"x":59,"y":494,"width":845,"height":12}},{"id":"2768acd1-b242-41f1-952a-f23f883cc69b","block_type":"box","text":"broker or dealer would have charged for effecting the same transaction in recognition of the value of brokerage and research","page_number":69,"box":{"x":60,"y":509,"width":871,"height":12}},{"id":"dd800778-7917-4830-af22-87231ac57ba8","block_type":"box","text":"services provided by that broker or dealer. This includes commissions paid on riskless principal transactions in securities","page_number":69,"box":{"x":59,"y":524,"width":839,"height":12}},{"id":"ab819d70-31f9-49a2-a4a4-c3e532765a84","block_type":"box","text":"under certain conditions.","page_number":69,"box":{"x":60,"y":539,"width":174,"height":10}},{"id":"c387e210-e180-4387-af52-afae8e883f1e","block_type":"box","text":"From time to time, the Fund may purchase new issues of securities in a fixed price offering. In these situations, the broker","page_number":69,"box":{"x":60,"y":566,"width":849,"height":12}},{"id":"5dd9e77d-8ede-4680-9760-b91c995cb440","block_type":"box","text":"may be a member of the selling group that will, in addition to selling securities, provide BFA with research services. FINRA has","page_number":69,"box":{"x":60,"y":581,"width":878,"height":12}},{"id":"38db79b3-042c-4471-b604-11df6a821d5e","block_type":"box","text":"adopted rules expressly permitting these types of arrangements under certain circumstances. Generally, the broker will","page_number":69,"box":{"x":59,"y":596,"width":831,"height":12}},{"id":"c9ed79b2-0d7f-4b61-bbe8-9381674e5034","block_type":"box","text":"provide research “credits” in these situations at a rate that is higher than that available for typical secondary market","page_number":69,"box":{"x":59,"y":611,"width":807,"height":12}},{"id":"49fae92a-e334-42af-971f-b1c981f20301","block_type":"box","text":"transactions. These arrangements may not fall within the safe harbor of Section 28(e).","page_number":69,"box":{"x":59,"y":626,"width":604,"height":12}},{"id":"b05e78f8-5988-4fc6-9625-c56e6186da75","block_type":"box","text":"The Fund anticipates that brokerage transactions involving foreign equity securities generally will be conducted primarily on","page_number":69,"box":{"x":59,"y":652,"width":867,"height":13}},{"id":"506aee56-340e-4800-bb3c-7891c1ec6d67","block_type":"box","text":"the principal stock exchanges of the applicable country. Foreign equity securities may be held by the Fund in the form of","page_number":69,"box":{"x":59,"y":668,"width":842,"height":12}},{"id":"1af8e54e-d4a8-42d7-93c3-ccdaf6461f62","block_type":"box","text":"depositary receipts, or other securities convertible into foreign equity securities. Depositary receipts may be listed on stock","page_number":69,"box":{"x":59,"y":683,"width":857,"height":12}},{"id":"b6591680-f52e-4410-ba46-df1e7924869f","block_type":"box","text":"exchanges, or traded in OTC markets in the U.S. or Europe, as the case may be. ADRs, like other securities traded in the U.S.,","page_number":69,"box":{"x":59,"y":698,"width":865,"height":12}},{"id":"701e910b-1538-4323-8064-dbdc4501aa61","block_type":"box","text":"will be subject to negotiated commission rates.","page_number":69,"box":{"x":59,"y":713,"width":329,"height":12}},{"id":"65cc43a0-31f6-4d95-86c8-ec7998a4c400","block_type":"box","text":"OTC issues, including most fixed-income securities such as corporate debt and U.S. Government securities, are normally","page_number":69,"box":{"x":59,"y":739,"width":842,"height":13}},{"id":"a8d2de06-f48a-45aa-aeed-6feb2696ff0f","block_type":"box","text":"traded on a “net” basis without a stated commission, through dealers acting for their own account and not as brokers. The","page_number":69,"box":{"x":59,"y":754,"width":861,"height":13}},{"id":"120f7a4c-9c53-427e-a8a8-a5f99eedf3f7","block_type":"box","text":"Fund will primarily engage in transactions with these dealers or deal directly with the issuer unless a better price or execution","page_number":69,"box":{"x":60,"y":770,"width":875,"height":12}},{"id":"1261b142-b08d-4d0e-ba77-d0002e72f33e","block_type":"box","text":"could be obtained by using a broker. Prices paid to a dealer with respect to both foreign and domestic securities will generally","page_number":69,"box":{"x":59,"y":785,"width":877,"height":12}},{"id":"fa44fa2f-2b84-4ac7-8e73-526fdafc56f1","block_type":"box","text":"include a “spread,” which is the difference between the prices at which the dealer is willing to purchase and sell the specific","page_number":69,"box":{"x":60,"y":800,"width":862,"height":12}},{"id":"a52d1a2f-8a90-4e4c-b963-9cee078c773c","block_type":"box","text":"security at the time, and includes the dealer’s normal profit.","page_number":69,"box":{"x":59,"y":815,"width":417,"height":12}},{"id":"b6674cd1-c5ea-4022-ac93-c2fc0c7f649f","block_type":"box","text":"Under the 1940 Act, persons affiliated with the Fund and persons who are affiliated with such affiliated persons are","page_number":69,"box":{"x":60,"y":841,"width":804,"height":13}},{"id":"088681ea-16dc-4d49-98fc-cf9019c82b9b","block_type":"box","text":"prohibited from dealing with the Fund as principal in the purchase and sale of securities unless a permissive order allowing","page_number":69,"box":{"x":59,"y":857,"width":858,"height":12}},{"id":"4851a53b-42c1-40cf-88a5-b7ff873db627","block_type":"box","text":"such transactions is obtained from the SEC. Since transactions in the OTC market usually involve transactions with the","page_number":69,"box":{"x":59,"y":872,"width":828,"height":12}},{"id":"80900979-30e9-4abe-b015-2a0871f6c1ba","block_type":"box","text":"dealers acting as principal for their own accounts, the Fund will not deal with affiliated persons and affiliated persons of such","page_number":69,"box":{"x":59,"y":887,"width":874,"height":12}},{"id":"2ccb5b6a-b763-49ca-89aa-0c0558779f17","block_type":"box","text":"55","page_number":69,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"fe48612e-6d07-487b-af0b-a412247e3145","block_type":"box","text":"affiliated persons in connection with such transactions. The Fund will not purchase securities during the existence of any","page_number":70,"box":{"x":59,"y":67,"width":847,"height":12}},{"id":"c038c6ea-2729-41a4-a8af-75c5a0a268f4","block_type":"box","text":"underwriting or selling group relating to such securities of which BFA, BRIL or any affiliated person (as defined in the 1940","page_number":70,"box":{"x":60,"y":82,"width":853,"height":12}},{"id":"ed89aa35-523d-4ca2-9369-586f8d71816a","block_type":"box","text":"Act) thereof is a member except pursuant to procedures adopted by the Board in accordance with Rule 10f-3 under the 1940","page_number":70,"box":{"x":59,"y":97,"width":875,"height":12}},{"id":"77d1aac2-09d5-431c-bdda-8d5f83a37dbb","block_type":"box","text":"Act.","page_number":70,"box":{"x":59,"y":113,"width":27,"height":9}},{"id":"7d41f459-2e8a-48f4-aab2-3806d77f9e03","block_type":"box","text":"Purchases of money market instruments by the Fund are made from dealers, underwriters and issuers. The Fund does not","page_number":70,"box":{"x":60,"y":138,"width":855,"height":13}},{"id":"835837c6-baf4-46e8-b121-e6b153244afb","block_type":"box","text":"currently expect to incur any brokerage commission expense on such transactions because money market instruments are","page_number":70,"box":{"x":59,"y":154,"width":861,"height":12}},{"id":"588c0ca6-235b-4499-aa8d-27b6c7b6d7e6","block_type":"box","text":"generally traded on a “net” basis with dealers acting as principal for their own accounts without a stated commission. The","page_number":70,"box":{"x":59,"y":169,"width":856,"height":12}},{"id":"a5031a4e-5c88-4091-b1bb-f4bc45c11602","block_type":"box","text":"price of the security, however, usually includes a profit to the dealer.","page_number":70,"box":{"x":59,"y":184,"width":472,"height":12}},{"id":"ae4b4baf-9bb9-4f02-9476-7a90ea2f77e5","block_type":"box","text":"BFA may, from time to time, effect trades on behalf of and for the account of the Fund with brokers or dealers that are","page_number":70,"box":{"x":60,"y":210,"width":823,"height":13}},{"id":"d307c7f2-0b8c-462f-ab65-c82f0cc5db9d","block_type":"box","text":"affiliated with BFA, in conformity with Rule 17e-1 under the 1940 Act and SEC rules and regulations. Under these provisions,","page_number":70,"box":{"x":59,"y":225,"width":866,"height":13}},{"id":"80dc3a7a-90e5-41f4-8f40-6a9b4eb76824","block_type":"box","text":"any commissions paid to affiliated brokers or dealers must be reasonable and fair compared to the commissions charged by","page_number":70,"box":{"x":59,"y":240,"width":868,"height":13}},{"id":"2f81a14c-419c-43c6-9635-995b395c201d","block_type":"box","text":"other brokers or dealers in comparable transactions.","page_number":70,"box":{"x":59,"y":256,"width":365,"height":12}},{"id":"1f134d00-d11b-43db-a0fd-b3ef770bea95","block_type":"box","text":"Securities purchased in underwritten offerings include a fixed amount of compensation to the underwriter, generally referred","page_number":70,"box":{"x":59,"y":282,"width":873,"height":12}},{"id":"4e0e343d-6f6c-40a2-bafa-7e39eebd7f3b","block_type":"box","text":"to as the underwriter’s concession or discount. When securities are purchased or sold directly from or to an issuer, no","page_number":70,"box":{"x":59,"y":297,"width":823,"height":13}},{"id":"0ac83121-6ce1-4026-944d-86a46a781e09","block_type":"box","text":"commissions or discounts are paid.","page_number":70,"box":{"x":59,"y":312,"width":247,"height":13}},{"id":"f87e8579-250e-4e92-ad11-178da17cf797","block_type":"box","text":"Investment decisions for the Fund and for other investment accounts managed by BFA and the other Affiliates are made","page_number":70,"box":{"x":60,"y":339,"width":839,"height":12}},{"id":"eecdc453-2476-4354-9c61-c0d5e769df41","block_type":"box","text":"independently of each other in light of differing conditions. A variety of factors will be considered in making investment","page_number":70,"box":{"x":60,"y":354,"width":834,"height":12}},{"id":"f312e57f-bbe7-4c82-baed-2ab7bd11072c","block_type":"box","text":"allocations. These factors include: (i) investment objectives or strategies for particular accounts, including sector, industry,","page_number":70,"box":{"x":59,"y":369,"width":854,"height":12}},{"id":"c84a1633-ca92-453c-87fe-868e76b6bf4f","block_type":"box","text":"country or region and capitalization weightings; (ii) tax considerations of an account; (iii) risk or investment concentration","page_number":70,"box":{"x":59,"y":384,"width":854,"height":12}},{"id":"830da506-99a5-4e83-9930-aa591c1b405e","block_type":"box","text":"parameters for an account; (iv) supply or demand for a security at a given price level; (v) size of available investment; (vi)","page_number":70,"box":{"x":59,"y":399,"width":843,"height":13}},{"id":"454261eb-8826-48db-b039-fee2ea46694c","block_type":"box","text":"cash availability and liquidity requirements for accounts; (vii) regulatory restrictions; (viii) minimum investment size of an","page_number":70,"box":{"x":59,"y":414,"width":846,"height":13}},{"id":"9d71ccb3-22b9-4bd6-8ec1-06514a31fed6","block_type":"box","text":"account; (ix) relative size of account; and (x) such other factors as may be approved by BlackRock’s general counsel.","page_number":70,"box":{"x":59,"y":429,"width":812,"height":13}},{"id":"24973328-071a-4c3c-b82c-785e580df2d5","block_type":"box","text":"Moreover, investments may not be allocated to one client account over another based on any of the following considerations:","page_number":70,"box":{"x":59,"y":445,"width":877,"height":12}},{"id":"cff9222f-60dd-404c-b48d-ca70f1cbf66d","block_type":"box","text":"(i) to favor one client account at the expense of another; (ii) to generate higher fees paid by one client account over another","page_number":70,"box":{"x":60,"y":460,"width":866,"height":12}},{"id":"bdc0fbca-a44d-4676-8b76-b6ea248565f6","block_type":"box","text":"or to produce greater performance compensation to BlackRock; (iii) to develop or enhance a relationship with a client or","page_number":70,"box":{"x":59,"y":475,"width":843,"height":12}},{"id":"999ce78e-b629-4efa-87e0-4bf8baa23f90","block_type":"box","text":"prospective client; (iv) to compensate a client for past services or benefits rendered to BlackRock or to induce future services","page_number":70,"box":{"x":59,"y":490,"width":871,"height":12}},{"id":"d9af2a06-1d01-43fb-8fdf-0afbbaf961e4","block_type":"box","text":"or benefits to be rendered to BlackRock; or (v) to manage or equalize investment performance among different client","page_number":70,"box":{"x":59,"y":505,"width":817,"height":12}},{"id":"fe47359f-1073-4a92-8516-5bb72abf4c23","block_type":"box","text":"accounts. BFA and the other Affiliates may deal, trade and invest for their own respective accounts in the types of securities","page_number":70,"box":{"x":59,"y":520,"width":863,"height":12}},{"id":"aa5d54f9-57bb-4246-b061-e69ea4bd096c","block_type":"box","text":"in which the Fund may invest.","page_number":70,"box":{"x":60,"y":535,"width":207,"height":13}},{"id":"48f460d4-6869-4453-aac8-109f44bbefe0","block_type":"box","text":"Initial public offerings (“IPOs”) of securities may be over-subscribed and subsequently trade at a premium in the secondary","page_number":70,"box":{"x":60,"y":562,"width":861,"height":12}},{"id":"126e2d5b-1f98-44fd-83f2-9a95c8295894","block_type":"box","text":"market. When BFA is given an opportunity to invest in such an initial offering or “new” or “hot” issue, the supply of securities","page_number":70,"box":{"x":60,"y":577,"width":871,"height":12}},{"id":"fee12df4-16f7-4de0-8a43-8a353b3d9bab","block_type":"box","text":"available for client accounts is often less than the amount of securities the accounts would otherwise take. In order to","page_number":70,"box":{"x":59,"y":592,"width":823,"height":10}},{"id":"d58ce2bb-cfa9-42be-a1c0-60d4c411f0b5","block_type":"box","text":"allocate these investments fairly and equitably among client accounts over time, each portfolio manager or a member of his","page_number":70,"box":{"x":59,"y":607,"width":867,"height":12}},{"id":"220e6895-e9f8-4e3b-a060-8c646b28adca","block_type":"box","text":"or her respective investment team will indicate to BFA’s trading desk their level of interest in a particular offering with respect","page_number":70,"box":{"x":59,"y":622,"width":872,"height":13}},{"id":"e560ab39-7258-41bf-bc29-37fa92dab6ae","block_type":"box","text":"to eligible clients’ accounts for which that team is responsible. IPOs of U.S. equity securities will be identified as eligible for","page_number":70,"box":{"x":59,"y":637,"width":855,"height":13}},{"id":"25420c16-d74f-45c9-9beb-aa0d6903a160","block_type":"box","text":"particular client accounts that are managed by portfolio teams who have indicated interest in the offering based on market","page_number":70,"box":{"x":59,"y":652,"width":860,"height":13}},{"id":"86fd47cf-9b10-411b-ba83-32839957f1ea","block_type":"box","text":"capitalization of the issuer of the security and the investment mandate of the client account and in the case of international","page_number":70,"box":{"x":59,"y":668,"width":863,"height":12}},{"id":"57e88810-e18c-45b5-a193-e10ea682d067","block_type":"box","text":"equity securities, the country where the offering is taking place and the investment mandate of the client account. Generally,","page_number":70,"box":{"x":59,"y":683,"width":871,"height":12}},{"id":"78344ba1-f822-44c7-93e0-af4fb66fc137","block_type":"box","text":"shares received during the IPO will be allocated among participating client accounts within each investment mandate on a","page_number":70,"box":{"x":59,"y":698,"width":856,"height":12}},{"id":"d0a51967-b9c6-465c-927c-9cbe410f4c38","block_type":"box","text":"pro rata","page_number":70,"box":{"x":58,"y":714,"width":56,"height":11}},{"id":"d388a17f-dd2f-4a75-9b4f-85b3781ab053","block_type":"box","text":"basis. This","page_number":70,"box":{"x":119,"y":713,"width":71,"height":10}},{"id":"356534e4-37d0-46f6-898b-b41b53e97568","block_type":"box","text":"pro rata","page_number":70,"box":{"x":195,"y":714,"width":55,"height":11}},{"id":"76a3602e-fa0d-4ff4-9acc-a75964d334a4","block_type":"box","text":"allocation may result in the Fund receiving less of a particular security than if pro-rating had not","page_number":70,"box":{"x":255,"y":713,"width":671,"height":12}},{"id":"17fdf7c6-352c-4af1-83f7-f41aaf82ae15","block_type":"box","text":"occurred. All allocations of securities will be subject, where relevant, to share minimums established for accounts and","page_number":70,"box":{"x":59,"y":728,"width":823,"height":12}},{"id":"5cdd5847-9078-413e-bbcd-0663892175d1","block_type":"box","text":"compliance constraints. In situations where supply is too limited to be allocated among all accounts for which the","page_number":70,"box":{"x":59,"y":743,"width":797,"height":12}},{"id":"14dad32b-9347-4343-afef-ededae11f5be","block_type":"box","text":"investment is eligible, portfolio managers may rotate such investment opportunities among one or more accounts so long as","page_number":70,"box":{"x":60,"y":758,"width":873,"height":13}},{"id":"f9c755a1-06e2-4274-9366-1d64426f27b8","block_type":"box","text":"the rotation system provides for fair access for all client accounts over time. Other allocation methodologies that are","page_number":70,"box":{"x":59,"y":773,"width":813,"height":13}},{"id":"50118c01-da5e-4e36-b86a-cc5397309069","block_type":"box","text":"considered by BFA to be fair and equitable to clients may be used as well.","page_number":70,"box":{"x":59,"y":788,"width":510,"height":13}},{"id":"7750d262-2b42-4d67-ab49-3c700919359c","block_type":"box","text":"Because different accounts may have differing investment objectives and policies, BFA may buy and sell the same securities","page_number":70,"box":{"x":60,"y":815,"width":861,"height":12}},{"id":"36d70707-16ee-4ee5-8bf3-f5dea3001f8e","block_type":"box","text":"at the same time for different clients based on the particular investment objective, guidelines and strategies of those","page_number":70,"box":{"x":59,"y":830,"width":812,"height":12}},{"id":"8165b273-a70f-4288-b4fa-e51e74a0c987","block_type":"box","text":"accounts. For example, BFA may decide that it may be entirely appropriate for a growth fund to sell a security at the same","page_number":70,"box":{"x":59,"y":845,"width":851,"height":13}},{"id":"0ab07966-cd71-43ac-8251-ba00f1cb69cb","block_type":"box","text":"time a value fund is buying that security. To the extent that transactions on behalf of more than one client of BFA or the other","page_number":70,"box":{"x":59,"y":860,"width":878,"height":13}},{"id":"77034c81-9aec-4524-bf12-4ff9d401ad2f","block_type":"box","text":"Affiliates during the same period increase the demand for securities being purchased or the supply of securities being sold,","page_number":70,"box":{"x":59,"y":875,"width":860,"height":13}},{"id":"32e796ec-7160-4385-8873-92dccf9536b3","block_type":"box","text":"56","page_number":70,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"b8798c27-2cdb-49f7-ba28-4176f3d60376","block_type":"box","text":"there may be an adverse effect on price. For example, sales of a security by BlackRock on behalf of one or more of its clients","page_number":71,"box":{"x":59,"y":67,"width":864,"height":12}},{"id":"bbff5523-f8e4-452c-84e7-3f023b73e1a6","block_type":"box","text":"may decrease the market price of such security, adversely impacting other BlackRock clients that still hold the security. If","page_number":71,"box":{"x":60,"y":82,"width":843,"height":12}},{"id":"6e3cc57a-5b23-4774-92ad-563ab50ebe07","block_type":"box","text":"purchases or sales of securities arise for consideration at or about the same time that would involve the Fund or other clients","page_number":71,"box":{"x":59,"y":97,"width":874,"height":12}},{"id":"c6f05d8b-8e9f-4a36-a9d2-609861c363b0","block_type":"box","text":"or funds for which BFA or another Affiliate act as investment manager, transactions in such securities will be made, insofar as","page_number":71,"box":{"x":59,"y":112,"width":877,"height":12}},{"id":"558f41ca-2974-4dc6-bba9-020d7e0e5cec","block_type":"box","text":"feasible, for the respective funds and clients in a manner deemed equitable to all.","page_number":71,"box":{"x":59,"y":127,"width":566,"height":12}},{"id":"6e15ab63-1cf9-44f8-8053-d075fa269552","block_type":"box","text":"In certain instances, BFA may find it efficient for purposes of seeking to obtain best execution, to aggregate or “bunch”","page_number":71,"box":{"x":60,"y":154,"width":830,"height":12}},{"id":"a25ec233-174b-4713-912b-1e09cbe83df0","block_type":"box","text":"certain contemporaneous purchases or sale orders of its advisory accounts and advisory accounts of affiliates. In general, all","page_number":71,"box":{"x":59,"y":169,"width":869,"height":12}},{"id":"f0be7816-4d28-4738-b37b-101bdb4130b6","block_type":"box","text":"contemporaneous trades for client accounts under management by the same portfolio manager or investment team will be","page_number":71,"box":{"x":59,"y":184,"width":865,"height":12}},{"id":"a3c5a89c-9979-4d38-89ac-fe22b57c676b","block_type":"box","text":"bunched in a single order if the trader believes the bunched trade would provide each client with an opportunity to achieve a","page_number":71,"box":{"x":60,"y":199,"width":871,"height":12}},{"id":"4fb733a2-4902-4874-9899-b3446e2c04bc","block_type":"box","text":"more favorable execution at a potentially lower execution cost. The costs associated with a bunched order will be shared","page_number":71,"box":{"x":60,"y":214,"width":843,"height":12}},{"id":"db9fc168-3efa-44d2-ae69-8122530b34c3","block_type":"box","text":"pro","page_number":71,"box":{"x":907,"y":217,"width":24,"height":9}},{"id":"6969c0ea-8524-47c2-b0bd-39dc2eede096","block_type":"box","text":"rata","page_number":71,"box":{"x":59,"y":230,"width":28,"height":9}},{"id":"35e0661a-5953-4bcd-a5a5-339e9dd13b5b","block_type":"box","text":"among the clients in the bunched order. Generally, if an order for a particular portfolio manager or management team is","page_number":71,"box":{"x":92,"y":229,"width":837,"height":12}},{"id":"62bc3e41-8d14-4671-a374-7c05caee2a10","block_type":"box","text":"filled at several different prices through multiple trades, all accounts participating in the order will receive the average price","page_number":71,"box":{"x":59,"y":244,"width":857,"height":13}},{"id":"b11481d9-ba07-4cdf-b46f-0898d11d98a0","block_type":"box","text":"(except in the case of certain international markets where average pricing is not permitted). While in some cases this practice","page_number":71,"box":{"x":60,"y":259,"width":876,"height":13}},{"id":"30f912c8-f247-4fcf-8cc3-619f80b8f587","block_type":"box","text":"could have a detrimental effect upon the price or value of the security as far as the Fund is concerned, in other cases it could","page_number":71,"box":{"x":59,"y":274,"width":870,"height":13}},{"id":"6ccbd6a8-ceec-448a-99ff-a2232f4edcba","block_type":"box","text":"be beneficial to the Fund. Transactions effected by BFA or the other Affiliates on behalf of more than one of its clients during","page_number":71,"box":{"x":60,"y":290,"width":868,"height":12}},{"id":"d4eaca51-0e44-48a4-a14e-a674e695e27c","block_type":"box","text":"the same period may increase the demand for securities being purchased or the supply of securities being sold, causing an","page_number":71,"box":{"x":59,"y":305,"width":859,"height":12}},{"id":"2d87102f-8980-474e-bb71-6b7cf153846a","block_type":"box","text":"adverse effect on price. The trader will give the bunched order to the broker-dealer that the trader has identified as being able","page_number":71,"box":{"x":59,"y":320,"width":878,"height":12}},{"id":"5844a0e4-0ea1-4e17-aa09-b7a62e6d81ee","block_type":"box","text":"to provide the best execution of the order. Orders for purchase or sale of securities will be placed within a reasonable amount","page_number":71,"box":{"x":59,"y":335,"width":876,"height":12}},{"id":"bcc8254a-3d32-4915-872d-98797cbbc9ab","block_type":"box","text":"of time of the order receipt and bunched orders will be kept bunched only long enough to execute the order.","page_number":71,"box":{"x":59,"y":350,"width":758,"height":12}},{"id":"8d4b03ed-0bfd-489d-9497-8c54a5cd758e","block_type":"box","text":"The table below sets forth the brokerage commissions paid by the Fund for the fiscal years noted. Any differences in","page_number":71,"box":{"x":59,"y":377,"width":811,"height":12}},{"id":"1757b31c-d332-4fab-bec5-c5b5fa1dd74a","block_type":"box","text":"brokerage commissions paid by the Fund from year to year are principally due to increases or decreases in the Fund’s assets","page_number":71,"box":{"x":60,"y":392,"width":866,"height":12}},{"id":"2568428c-73ed-4868-88f9-d5a90b8e22c3","block_type":"box","text":"over those periods or changes to the allocation of equities and derivatives in the Fund’s portfolio:","page_number":71,"box":{"x":59,"y":407,"width":678,"height":12}},{"id":"3bb7535a-15dd-4c22-aaca-5554846ee30b","block_type":"box","text":"Brokerage","page_number":71,"box":{"x":292,"y":439,"width":58,"height":10}},{"id":"0ff1d370-dad6-40d1-9a24-581f29c3d0f2","block_type":"box","text":"Commissions","page_number":71,"box":{"x":291,"y":449,"width":77,"height":8}},{"id":"8bc6b9e2-5841-4def-9c61-941287f5767f","block_type":"box","text":"Paid During","page_number":71,"box":{"x":292,"y":459,"width":66,"height":10}},{"id":"02123704-9fc7-4905-a237-0b3f031fe137","block_type":"box","text":"Fiscal Year","page_number":71,"box":{"x":292,"y":469,"width":60,"height":8}},{"id":"b96716ca-dcc2-4cdc-9881-5db9b27116b8","block_type":"box","text":"Ended October 31,","page_number":71,"box":{"x":292,"y":479,"width":105,"height":9}},{"id":"1020a0d2-f85b-497b-b05e-bc002508e4d9","block_type":"box","text":"2025","page_number":71,"box":{"x":291,"y":490,"width":28,"height":7}},{"id":"09e17b8d-5953-414e-9ccd-a56257234f05","block_type":"box","text":"Brokerage","page_number":71,"box":{"x":470,"y":439,"width":58,"height":10}},{"id":"c96741a5-bac7-4142-be4d-f3ad18a5b4f1","block_type":"box","text":"Commissions","page_number":71,"box":{"x":460,"y":449,"width":77,"height":8}},{"id":"75751909-7d21-42a1-bf88-88710f22abe9","block_type":"box","text":"Paid During","page_number":71,"box":{"x":465,"y":459,"width":67,"height":10}},{"id":"593d150f-e91a-428b-8024-5f8e45f3ca4f","block_type":"box","text":"Fiscal Year","page_number":71,"box":{"x":469,"y":469,"width":60,"height":8}},{"id":"53883605-b8b6-4563-8482-80704b31dc51","block_type":"box","text":"Ended October 31,","page_number":71,"box":{"x":446,"y":479,"width":105,"height":9}},{"id":"d56168af-7b1d-4701-b412-74d6b2145aa3","block_type":"box","text":"2024","page_number":71,"box":{"x":485,"y":490,"width":27,"height":7}},{"id":"4ba0ca97-fea1-4427-a15b-321eeced2a34","block_type":"box","text":"Brokerage","page_number":71,"box":{"x":615,"y":439,"width":58,"height":10}},{"id":"be250590-a092-4519-8d4f-8ef82bec2391","block_type":"box","text":"Commissions","page_number":71,"box":{"x":605,"y":449,"width":77,"height":8}},{"id":"b0012f4f-fbb5-4b8d-b8bb-d80c70e4f555","block_type":"box","text":"Paid During","page_number":71,"box":{"x":611,"y":459,"width":66,"height":10}},{"id":"6f74e0c2-0bcc-418b-9142-8adafe9e7651","block_type":"box","text":"Fiscal Year","page_number":71,"box":{"x":614,"y":469,"width":60,"height":8}},{"id":"5c83e2a4-d444-461d-a649-14e426190bfd","block_type":"box","text":"Ended October 31,","page_number":71,"box":{"x":591,"y":479,"width":106,"height":9}},{"id":"d697a623-1ffe-433d-9a8c-7acfde801a86","block_type":"box","text":"2023","page_number":71,"box":{"x":630,"y":490,"width":27,"height":7}},{"id":"b90f952b-ee8e-4128-941e-87ed900070a8","block_type":"box","text":"$452,275 $413,519 $594,812","page_number":71,"box":{"x":292,"y":511,"width":383,"height":12}},{"id":"bed4ca04-c5e7-4e5d-abbb-3ff508e6a59a","block_type":"box","text":"The Fund did not pay any brokerage commissions to BRIL, an affiliate of BFA, or to any other broker-dealer that is part of the","page_number":71,"box":{"x":59,"y":544,"width":869,"height":12}},{"id":"6355dbc8-b98d-4c3f-b4b1-79cec1b97e9b","block_type":"box","text":"BlackRock group of companies, during the fiscal year ended October 31, 2025.","page_number":71,"box":{"x":60,"y":559,"width":546,"height":13}},{"id":"aae84473-07f1-446a-b777-64fe21c86296","block_type":"box","text":"The following table sets forth the names of the Fund’s “regular broker dealers,” as defined under Rule 10b-1 of the 1940 Act,","page_number":71,"box":{"x":59,"y":586,"width":871,"height":12}},{"id":"bdd1b95f-e23d-489c-85f2-bdd4b76fdc44","block_type":"box","text":"which derive more than 15% of their gross revenues from securities-related activities and in which the Fund invests, together","page_number":71,"box":{"x":59,"y":601,"width":876,"height":12}},{"id":"f1f04bff-08d3-414b-a5e2-8bd1d6aa29c0","block_type":"box","text":"with the market value of each investment as of the Fund’s fiscal year ended October 31, 2025:","page_number":71,"box":{"x":59,"y":616,"width":656,"height":12}},{"id":"9499a2b4-56c0-4a18-81b9-73e89953d87a","block_type":"box","text":"Issuer","page_number":71,"box":{"x":297,"y":656,"width":34,"height":7}},{"id":"841d2ef2-cf8c-4659-8ea2-4c0557cd646d","block_type":"box","text":"Market Value of","page_number":71,"box":{"x":610,"y":646,"width":92,"height":7}},{"id":"470c953e-7bf8-4686-9efa-6c35cb93276f","block_type":"box","text":"Investment","page_number":71,"box":{"x":624,"y":656,"width":63,"height":7}},{"id":"04166dc2-bb9f-442b-81b6-e9852737ac04","block_type":"box","text":"Royal Bank of Canada $10,342,019","page_number":71,"box":{"x":297,"y":678,"width":399,"height":12}},{"id":"e45a3c03-6d54-45ce-a381-f129596704bb","block_type":"box","text":"Bank of New York Mellon Corp. (The) 2,750,666","page_number":71,"box":{"x":297,"y":694,"width":399,"height":12}},{"id":"3d54ce5b-dcaf-4964-8da4-7b4116a6d19b","block_type":"box","text":"Bank of America Corp. 2,040,800","page_number":71,"box":{"x":297,"y":710,"width":399,"height":13}},{"id":"545d77d6-2cd9-4f76-9134-2925f7799cd1","block_type":"box","text":"The Fund’s purchase and sale orders for securities may be combined with those of other investment companies, clients or","page_number":71,"box":{"x":59,"y":743,"width":855,"height":12}},{"id":"a53f1fed-b46a-463a-b194-e2465cca7d71","block_type":"box","text":"accounts that BlackRock manages or advises. If purchases or sales of portfolio securities of the Fund and one or more other","page_number":71,"box":{"x":59,"y":758,"width":867,"height":13}},{"id":"aa2660ad-3e1e-4c88-8465-112f781df026","block_type":"box","text":"accounts managed or advised by BlackRock are considered at or about the same time, transactions in such securities are","page_number":71,"box":{"x":59,"y":773,"width":846,"height":13}},{"id":"7b494afa-319f-4c90-ad69-3bdad9d2ae73","block_type":"box","text":"allocated among the Fund and the other accounts in a manner deemed equitable to all by BlackRock. In some cases, this","page_number":71,"box":{"x":59,"y":788,"width":844,"height":13}},{"id":"98acd9fd-d130-4b9e-9472-15dcd6dd40f4","block_type":"box","text":"procedure could have a detrimental effect on the price or volume of the security as far as the Fund is concerned. However, in","page_number":71,"box":{"x":59,"y":804,"width":870,"height":12}},{"id":"ff7bd115-faa5-40d9-a052-593d64231541","block_type":"box","text":"other cases, it is possible that the ability to participate in volume transactions and to negotiate lower transaction costs will be","page_number":71,"box":{"x":59,"y":819,"width":876,"height":12}},{"id":"d2a8a9a7-0e1b-41bf-a89c-16e5a2297b6b","block_type":"box","text":"beneficial to the Fund. BlackRock may deal, trade and invest for its own account in the types of securities in which the Fund","page_number":71,"box":{"x":60,"y":834,"width":863,"height":12}},{"id":"cd8b03bb-3062-4be9-b2bc-a14a3ace2bf2","block_type":"box","text":"may invest. BlackRock may, from time to time, effect trades on behalf of and for the account of the Fund with brokers or","page_number":71,"box":{"x":60,"y":849,"width":839,"height":12}},{"id":"d75d1bf3-7b2b-4461-9599-266161a1548e","block_type":"box","text":"dealers that are affiliated with BFA, in conformity with the 1940 Act and SEC rules and regulations. Under these provisions,","page_number":71,"box":{"x":59,"y":864,"width":856,"height":12}},{"id":"590c4457-1ca4-425a-a70c-1bbeef7ce193","block_type":"box","text":"any commissions paid to affiliated brokers or dealers must be reasonable and fair compared to the commissions charged by","page_number":71,"box":{"x":59,"y":879,"width":868,"height":13}},{"id":"8b681593-8ab2-472e-98f8-5b2412e4204e","block_type":"box","text":"57","page_number":71,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"86e20ed6-4878-47df-b9fb-e2f6b5f1c78e","block_type":"box","text":"other brokers or dealers in comparable transactions. The Fund will not deal with affiliates in principal transactions unless","page_number":72,"box":{"x":59,"y":67,"width":844,"height":12}},{"id":"56928ef6-3d57-4760-b6fc-53fb201c1da3","block_type":"box","text":"permitted by applicable SEC rules or regulations, or by SEC exemptive order.","page_number":72,"box":{"x":59,"y":82,"width":529,"height":12}},{"id":"7f991230-7a55-47af-bce0-99d48dc1f223","block_type":"box","text":"Portfolio turnover may vary from year to year, as well as within a year. High turnover rates may result in comparatively greater","page_number":72,"box":{"x":60,"y":108,"width":875,"height":13}},{"id":"6cd411f0-bfb9-4d7f-949b-e0476212fed4","block_type":"box","text":"brokerage expenses. The table below sets forth the portfolio turnover rates of the Fund for the fiscal years noted:","page_number":72,"box":{"x":60,"y":123,"width":787,"height":13}},{"id":"b22de5a8-180d-4a5e-a500-42a406352b8c","block_type":"box","text":"Fiscal Year ended Oct. 31, 2025 Fiscal Year ended Oct. 31, 2024","page_number":72,"box":{"x":320,"y":153,"width":397,"height":9}},{"id":"967b8e33-9da9-4519-9c6e-05b090d0783a","block_type":"box","text":"0% 0%","page_number":72,"box":{"x":398,"y":175,"width":241,"height":10}},{"id":"4d71fc64-5414-4c96-8cf3-2860952a6e02","block_type":"box","text":"Additional Information Concerning the Trust","page_number":72,"box":{"x":59,"y":212,"width":749,"height":30}},{"id":"6d2f2d38-a3d3-4a3b-b59c-ff8fb6c53ac6","block_type":"box","text":"Shares.","page_number":72,"box":{"x":59,"y":253,"width":52,"height":10}},{"id":"3e3dfaa8-9f60-4348-a396-1c9586f6eec9","block_type":"box","text":"The Trust issues shares of beneficial interests in the funds with no par value. The Board may designate additional","page_number":72,"box":{"x":119,"y":253,"width":790,"height":12}},{"id":"ec42f7df-cd30-487c-9fba-8d3aa4d650b4","block_type":"box","text":"iShares funds.","page_number":72,"box":{"x":60,"y":268,"width":96,"height":10}},{"id":"3420b6bc-93b3-4c92-9968-2e698499f5b1","block_type":"box","text":"Each share issued by a fund has a","page_number":72,"box":{"x":60,"y":295,"width":233,"height":12}},{"id":"d582a6c0-1a95-4a8e-8730-265a4dbd64d9","block_type":"box","text":"pro rata","page_number":72,"box":{"x":298,"y":296,"width":55,"height":11}},{"id":"0d6e1bd2-022d-46ec-b4b9-1fa608a36639","block_type":"box","text":"interest in the assets of that fund. Shares have no preemptive, exchange,","page_number":72,"box":{"x":359,"y":295,"width":506,"height":12}},{"id":"28864ef2-929a-4ee4-91e5-f1f0958749cc","block_type":"box","text":"subscription or conversion rights and are freely transferable. Each share is entitled to participate equally in dividends and","page_number":72,"box":{"x":59,"y":310,"width":843,"height":12}},{"id":"f1ef7e5d-7f52-4f21-badd-4692484874c7","block_type":"box","text":"distributions declared by the Board with respect to the relevant fund, and in the net distributable assets of such fund on","page_number":72,"box":{"x":59,"y":325,"width":836,"height":12}},{"id":"509991b5-d7e1-4914-ad07-918eb6967dab","block_type":"box","text":"liquidation.","page_number":72,"box":{"x":60,"y":340,"width":76,"height":12}},{"id":"cefad81c-cc69-4bbc-9da7-8d570f466c2f","block_type":"box","text":"Each share has one vote with respect to matters upon which the shareholder is entitled to vote. In any matter submitted to","page_number":72,"box":{"x":60,"y":366,"width":858,"height":13}},{"id":"ec4c0f03-7457-4c1c-8304-fd06ffdbd615","block_type":"box","text":"shareholders for a vote, each fund shall hold a separate vote, provided that shareholders of all affected funds will vote","page_number":72,"box":{"x":59,"y":382,"width":821,"height":12}},{"id":"63b01309-5e06-4f9e-b28a-bf76f5bf2a85","block_type":"box","text":"together when: (i) required by the 1940 Act, or (ii) the Trustees determine that the matter affects the interests of more than","page_number":72,"box":{"x":59,"y":397,"width":863,"height":12}},{"id":"c93c5b56-d20d-4d03-ab83-8eaf59450dcd","block_type":"box","text":"one fund.","page_number":72,"box":{"x":59,"y":412,"width":66,"height":10}},{"id":"e78747b1-4cb4-4476-8b9a-42bf54b1d75c","block_type":"box","text":"Under Delaware law, the Trust is not required to hold an annual meeting of shareholders unless required to do so under the","page_number":72,"box":{"x":60,"y":438,"width":861,"height":13}},{"id":"bccd7bbf-3b6a-4730-aa2b-7b1857774494","block_type":"box","text":"1940 Act. The policy of the Trust is not to hold an annual meeting of shareholders unless required to do so under the 1940","page_number":72,"box":{"x":61,"y":453,"width":856,"height":13}},{"id":"79ef38ca-a858-42bc-bd87-10894421eaf1","block_type":"box","text":"Act. All shares (regardless of the fund) have noncumulative voting rights in the election of members of the Board. Under","page_number":72,"box":{"x":59,"y":468,"width":841,"height":13}},{"id":"abf8d62c-f61a-442a-ad94-318c8f4f8f4b","block_type":"box","text":"Delaware law, Trustees of the Trust may be removed by vote of the shareholders.","page_number":72,"box":{"x":60,"y":484,"width":562,"height":12}},{"id":"03e7c735-199f-4a68-ae7a-a2a24689d639","block_type":"box","text":"Following the creation of the initial Creation Unit(s) of shares of a fund and immediately prior to the commencement of","page_number":72,"box":{"x":60,"y":510,"width":837,"height":12}},{"id":"cd58b9e6-1cba-41eb-857a-3949db7a9f11","block_type":"box","text":"trading in such fund’s shares, a holder of shares may be a “control person” of the fund, as defined in Rule 0-1 under the 1940","page_number":72,"box":{"x":59,"y":525,"width":874,"height":13}},{"id":"6e75b36b-33b8-4b10-8ccd-ad0a0c7930bd","block_type":"box","text":"Act. A fund cannot predict the length of time for which one or more shareholders may remain a control person of the fund.","page_number":72,"box":{"x":59,"y":540,"width":862,"height":13}},{"id":"d22e1f22-236d-4488-bca4-55f865f41a82","block_type":"box","text":"Shareholders may make inquiries by writing to iShares U.S. ETF Trust, c/o BlackRock Investments, LLC, 1 University Square","page_number":72,"box":{"x":59,"y":567,"width":857,"height":12}},{"id":"7290c397-3712-46a7-b768-afdc57b772d4","block_type":"box","text":"Drive, Princeton, NJ 08540.","page_number":72,"box":{"x":60,"y":582,"width":185,"height":11}},{"id":"a3a15741-00e8-48ae-a17e-a9879c7b5468","block_type":"box","text":"Absent an applicable exemption or other relief from the SEC or its staff, beneficial owners of more than 5% of the shares of a","page_number":72,"box":{"x":59,"y":608,"width":872,"height":13}},{"id":"4cf922fb-7347-4f49-a719-4110a8506b41","block_type":"box","text":"fund may be subject to the reporting provisions of Section 13 of the 1934 Act and the SEC’s rules promulgated thereunder. In","page_number":72,"box":{"x":59,"y":623,"width":875,"height":13}},{"id":"b0dc832f-7b31-4b76-83f1-efb986d1fc28","block_type":"box","text":"addition, absent an applicable exemption or other relief from the SEC or its staff, officers and trustees of a fund and beneficial","page_number":72,"box":{"x":59,"y":639,"width":876,"height":12}},{"id":"16751c7e-8bb0-4c3b-a755-28b61f68d556","block_type":"box","text":"owners of 10% of the shares of a fund (“Insiders”) may be subject to the insider reporting, short-swing profit and short sale","page_number":72,"box":{"x":59,"y":654,"width":866,"height":12}},{"id":"643a55e4-0143-4fea-974e-adec592a3e0e","block_type":"box","text":"provisions of Section 16 of the 1934 Act and the SEC’s rules promulgated thereunder. Beneficial owners and Insiders should","page_number":72,"box":{"x":59,"y":669,"width":865,"height":12}},{"id":"6c00879d-29c0-4b93-af97-25087042367c","block_type":"box","text":"consult with their own legal counsel concerning their obligations under Sections 13 and 16 of the 1934 Act and existing","page_number":72,"box":{"x":59,"y":684,"width":838,"height":12}},{"id":"16c7bda8-e03e-4f55-b7bd-2b88d1a941d5","block_type":"box","text":"guidance provided by the SEC staff.","page_number":72,"box":{"x":59,"y":699,"width":245,"height":12}},{"id":"def4c4ce-4a37-4e33-8d85-a19b6905e324","block_type":"box","text":"In accordance with the Trust’s current Agreement and Declaration of Trust (the “Declaration of Trust”), the Board may,","page_number":72,"box":{"x":60,"y":726,"width":830,"height":12}},{"id":"ef5cb465-94ea-4e3e-8d04-cdea090aae49","block_type":"box","text":"without shareholder approval (unless such shareholder approval is required by the Declaration of Trust or applicable law,","page_number":72,"box":{"x":59,"y":741,"width":843,"height":12}},{"id":"45249b67-08a7-40e4-b642-55e1b73a3d09","block_type":"box","text":"including the 1940 Act), authorize certain funds to merge, reorganize, consolidate, sell all or substantially all of their assets, or","page_number":72,"box":{"x":60,"y":756,"width":878,"height":12}},{"id":"285e9256-97b0-419d-a5fe-f063f663c0b0","block_type":"box","text":"take other similar actions with, to or into another fund. The Trust or a fund may be terminated by a majority vote of the","page_number":72,"box":{"x":59,"y":771,"width":838,"height":12}},{"id":"e884b541-725d-493f-8a29-1f020cccca9e","block_type":"box","text":"Board, or the affirmative vote of a majority of the shareholders of the Trust or such fund entitled to vote on termination;","page_number":72,"box":{"x":60,"y":786,"width":836,"height":12}},{"id":"a7ac8069-0e96-47ea-b7aa-4d9ea9687acc","block_type":"box","text":"however, in certain circumstances described in the Declaration of Trust, only a majority vote of the Board is required.","page_number":72,"box":{"x":60,"y":801,"width":813,"height":12}},{"id":"635ad130-6999-4910-9c21-ce17986993c2","block_type":"box","text":"Although the shares are not automatically redeemable upon the occurrence of any specific event, the Declaration of Trust","page_number":72,"box":{"x":59,"y":816,"width":853,"height":13}},{"id":"d72f18f1-f7f4-4b43-8508-b5eb017d3991","block_type":"box","text":"provides that the Board will have the unrestricted power to alter the number of shares in a Creation Unit. Therefore, in the","page_number":72,"box":{"x":59,"y":831,"width":849,"height":13}},{"id":"847eb3ed-60d3-4612-a7ec-f030a8e96306","block_type":"box","text":"event of a termination of the Trust or a fund, the Board, in its sole discretion, could determine to permit the shares to be","page_number":72,"box":{"x":59,"y":846,"width":838,"height":13}},{"id":"d7f5280a-9c95-4f5e-bf29-36dbd4c5df87","block_type":"box","text":"redeemable in aggregations smaller than Creation Units or to be individually redeemable. In such circumstance, the Trust or a","page_number":72,"box":{"x":60,"y":862,"width":878,"height":12}},{"id":"4e7ce926-fdcd-4f15-9899-99ac4d74bc4a","block_type":"box","text":"58","page_number":72,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"a95aa329-41c2-4978-8d07-008dfd010106","block_type":"box","text":"fund may make redemptions in-kind, for cash or for a combination of cash or securities. Further, in the event of a termination","page_number":73,"box":{"x":59,"y":67,"width":877,"height":12}},{"id":"eed2d4a3-2465-42ec-954d-2829a1167085","block_type":"box","text":"of the Trust or a fund, the Trust or a fund might elect to pay cash redemptions to all shareholders, with an in-kind election for","page_number":73,"box":{"x":59,"y":82,"width":878,"height":12}},{"id":"fcaa87ea-f4f8-46c2-90cf-d96c6663a76c","block_type":"box","text":"shareholders owning in excess of a certain stated minimum amount.","page_number":73,"box":{"x":59,"y":97,"width":481,"height":12}},{"id":"35e73186-2338-45dd-aa4f-c488abd910e9","block_type":"box","text":"DTC as Securities Depository for Shares of the Fund.","page_number":73,"box":{"x":60,"y":123,"width":375,"height":13}},{"id":"01972247-d95d-4c3d-b007-7484425224f6","block_type":"box","text":"Shares of the Fund are represented by securities registered in the","page_number":73,"box":{"x":444,"y":123,"width":454,"height":13}},{"id":"c40f64e0-93a7-4118-944b-1a3071b76b27","block_type":"box","text":"name of DTC or its nominee and deposited with, or on behalf of, DTC.","page_number":73,"box":{"x":60,"y":138,"width":486,"height":13}},{"id":"fd16a9b5-4ff1-4c69-8c74-af5ec316ee66","block_type":"box","text":"DTC was created in 1973 to enable electronic movement of securities between its participants (“DTC Participants”), and","page_number":73,"box":{"x":60,"y":165,"width":836,"height":12}},{"id":"e0442215-750f-421c-ac29-23735d03bae0","block_type":"box","text":"NSCC was established in 1976 to provide a single settlement system for securities clearing and to serve as central","page_number":73,"box":{"x":60,"y":180,"width":790,"height":12}},{"id":"fd182a32-ca8c-4ec3-8638-640beec0de77","block_type":"box","text":"counterparty for securities trades among DTC Participants. In 1999, DTC and NSCC were consolidated within The Depository","page_number":73,"box":{"x":59,"y":195,"width":873,"height":12}},{"id":"781905dd-2114-4db2-8763-0028b1bd347d","block_type":"box","text":"Trust & Clearing Corporation (“DTCC”) and became wholly-owned subsidiaries of DTCC. The common stock of DTCC is","page_number":73,"box":{"x":59,"y":210,"width":837,"height":13}},{"id":"2e03b946-195d-483c-8c33-72494b7a2da6","block_type":"box","text":"owned by the DTC Participants, but NYSE and FINRA, through subsidiaries, hold preferred shares in DTCC that provide them","page_number":73,"box":{"x":59,"y":225,"width":865,"height":13}},{"id":"372e0361-91c7-4d79-a9a7-00f041c32d78","block_type":"box","text":"with the right to elect one member each to the DTCC board of directors. Access to the DTC system is available to entities,","page_number":73,"box":{"x":59,"y":240,"width":847,"height":13}},{"id":"114053b2-a7b8-4b1a-8333-cb52bf881a33","block_type":"box","text":"such as banks, brokers, dealers and trust companies, that clear through or maintain a custodial relationship with a DTC","page_number":73,"box":{"x":59,"y":256,"width":833,"height":12}},{"id":"d69aa87b-e3f6-4570-a398-c18ecdc5f08a","block_type":"box","text":"Participant, either directly or indirectly (“Indirect Participants”).","page_number":73,"box":{"x":60,"y":271,"width":439,"height":12}},{"id":"422d6bda-be17-405d-8d07-59197e11dea1","block_type":"box","text":"Beneficial ownership of shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC","page_number":73,"box":{"x":60,"y":297,"width":872,"height":13}},{"id":"3718cc81-3b93-4eda-9ae0-a52e6a0fc8e2","block_type":"box","text":"Participants and Indirect Participants. Ownership of beneficial interests in shares (owners of such beneficial interests are","page_number":73,"box":{"x":60,"y":312,"width":840,"height":13}},{"id":"7574fab5-b7d3-4ae2-8442-8c62da539746","block_type":"box","text":"referred to herein as “Beneficial Owners”) is shown on, and the transfer of ownership is effected only through, records","page_number":73,"box":{"x":60,"y":327,"width":824,"height":13}},{"id":"86487edf-c9f8-446d-8cee-1be9722471d1","block_type":"box","text":"maintained by DTC (with respect to DTC Participants) and on the records of DTC Participants (with respect to Indirect","page_number":73,"box":{"x":60,"y":343,"width":822,"height":12}},{"id":"6110828d-7a5c-4943-a579-f197c8bd749e","block_type":"box","text":"Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will receive from or through the DTC","page_number":73,"box":{"x":60,"y":358,"width":848,"height":12}},{"id":"a6ce3332-883c-4a69-b464-b3d538a5ca9e","block_type":"box","text":"Participant a written confirmation relating to their purchase of shares. The laws of some jurisdictions may require that certain","page_number":73,"box":{"x":60,"y":373,"width":876,"height":12}},{"id":"40aa6459-265a-4e25-a18e-cce8d44e8109","block_type":"box","text":"purchasers of securities take physical delivery of such securities in definitive form. Such laws may impair the ability of certain","page_number":73,"box":{"x":59,"y":388,"width":872,"height":12}},{"id":"3e26db86-61a0-4f90-b98c-21e2c8568bd1","block_type":"box","text":"investors to acquire beneficial interests in shares of the Fund.","page_number":73,"box":{"x":60,"y":403,"width":426,"height":12}},{"id":"4df97a5e-c79a-4867-8b58-6c59ba92c221","block_type":"box","text":"Conveyance of all notices, statements and other communications to Beneficial Owners is effected as follows. Pursuant to the","page_number":73,"box":{"x":59,"y":429,"width":874,"height":13}},{"id":"687dbe29-7002-4bee-80d4-0cd16ba97a8a","block_type":"box","text":"Depositary Agreement between the Trust and DTC, DTC is required to make available to the Trust upon request and for a fee","page_number":73,"box":{"x":60,"y":445,"width":869,"height":12}},{"id":"edc62f1a-9d50-42da-90b1-614a316a38bf","block_type":"box","text":"to be charged to the Trust a listing of the shares of the Fund held by each DTC Participant. The Trust shall inquire of each","page_number":73,"box":{"x":59,"y":460,"width":845,"height":12}},{"id":"cdfedcef-0ec3-4b58-a7a7-17ec71d3c854","block_type":"box","text":"such DTC Participant as to the number of Beneficial Owners holding shares, directly or indirectly, through such DTC","page_number":73,"box":{"x":59,"y":475,"width":808,"height":12}},{"id":"f86e8c84-960f-4a56-a224-488f2a67122d","block_type":"box","text":"Participant. The Trust shall provide each such DTC Participant with copies of such notice, statement or other communication,","page_number":73,"box":{"x":60,"y":490,"width":877,"height":12}},{"id":"53c62da5-dff9-4574-988f-726ff2847c54","block_type":"box","text":"in such form, number and at such place as such DTC Participant may reasonably request, in order that such notice,","page_number":73,"box":{"x":60,"y":505,"width":803,"height":12}},{"id":"669533e4-a6f0-47e5-a1ef-fe26133fb9f7","block_type":"box","text":"statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial Owners. In","page_number":73,"box":{"x":59,"y":520,"width":874,"height":12}},{"id":"23ba16fa-9046-4dfc-9642-6b2377f97345","block_type":"box","text":"addition, the Trust shall pay to each such DTC Participant a fair and reasonable amount as reimbursement for the expenses","page_number":73,"box":{"x":59,"y":535,"width":861,"height":13}},{"id":"ca4bed9a-81ca-4285-8a86-7e2b04220af0","block_type":"box","text":"attendant to such transmittal, all subject to applicable statutory and regulatory requirements.","page_number":73,"box":{"x":59,"y":550,"width":653,"height":13}},{"id":"e179b47e-6068-4675-8831-0702c58d6275","block_type":"box","text":"Share distributions shall be made to DTC or its nominee, Cede & Co., as the registered holder of all shares of the Trust. DTC or","page_number":73,"box":{"x":59,"y":577,"width":878,"height":12}},{"id":"3546ebfd-1937-4079-bf71-0c14f9a4dde6","block_type":"box","text":"its nominee, upon receipt of any such distributions, shall credit immediately DTC Participants’ accounts with payments in","page_number":73,"box":{"x":60,"y":592,"width":846,"height":12}},{"id":"35968a44-e559-485a-90a2-cacb489a84e1","block_type":"box","text":"amounts proportionate to their respective beneficial interests in shares of the Fund as shown on the records of DTC or its","page_number":73,"box":{"x":59,"y":607,"width":847,"height":12}},{"id":"ad983525-9aa9-4041-a64f-1132432ba732","block_type":"box","text":"nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of shares held through such DTC","page_number":73,"box":{"x":60,"y":622,"width":836,"height":13}},{"id":"67506d5c-f19a-47cc-b8c7-2284b649cdca","block_type":"box","text":"Participants will be governed by standing instructions and customary practices, as is now the case with securities held for the","page_number":73,"box":{"x":60,"y":637,"width":876,"height":13}},{"id":"325842eb-91e6-4351-bf13-e2bb5e5c2c0d","block_type":"box","text":"accounts of customers in bearer form or registered in a “street name,” and will be the responsibility of such DTC Participants.","page_number":73,"box":{"x":59,"y":652,"width":875,"height":13}},{"id":"7af6a481-f9cc-42ca-8a53-5a62c20a3335","block_type":"box","text":"The Trust has no responsibility or liability for any aspect of the records relating to or notices to Beneficial Owners, or","page_number":73,"box":{"x":59,"y":679,"width":813,"height":12}},{"id":"f7228225-23e2-4642-8224-cf4ef085bde1","block_type":"box","text":"payments made on account of beneficial ownership interests in such shares, or for maintaining, supervising or reviewing any","page_number":73,"box":{"x":59,"y":694,"width":875,"height":12}},{"id":"8b8a4b06-e81c-4891-b449-0b69eb145058","block_type":"box","text":"records relating to such beneficial ownership interests, or for any other aspect of the relationship between DTC and the DTC","page_number":73,"box":{"x":60,"y":709,"width":866,"height":12}},{"id":"c18e61d6-dfaa-4df3-8b37-085d9096d810","block_type":"box","text":"Participants or the relationship between such DTC Participants and the Indirect Participants and Beneficial Owners owning","page_number":73,"box":{"x":60,"y":724,"width":855,"height":13}},{"id":"70bf9dee-7c47-4922-9495-1e4a8ab07cc5","block_type":"box","text":"through such DTC Participants. DTC may decide to discontinue providing its service with respect to shares of the Trust at any","page_number":73,"box":{"x":59,"y":739,"width":876,"height":13}},{"id":"01ce5de3-fe0e-4e66-9e1b-a638d74970aa","block_type":"box","text":"time by giving reasonable notice to the Trust and discharging its responsibilities with respect thereto under applicable law.","page_number":73,"box":{"x":59,"y":754,"width":855,"height":13}},{"id":"f9de9dd9-6e1a-4e75-bff6-14ad4d40f3a8","block_type":"box","text":"Under such circumstances, the Trust shall take action to find a replacement for DTC to perform its functions at a comparable","page_number":73,"box":{"x":60,"y":770,"width":873,"height":12}},{"id":"cb09e9ed-0826-4b77-a31a-2ec01ac00deb","block_type":"box","text":"cost.","page_number":73,"box":{"x":59,"y":786,"width":32,"height":8}},{"id":"3685bedf-5a73-400c-8455-bed460932f28","block_type":"box","text":"Distribution of Shares.","page_number":73,"box":{"x":60,"y":811,"width":160,"height":10}},{"id":"8a22cd15-5ca3-4722-b1bd-325bf1ed16d5","block_type":"box","text":"In connection with the Fund’s launch, the Fund was seeded through the sale of one or more Creation","page_number":73,"box":{"x":230,"y":811,"width":706,"height":13}},{"id":"c1c39eb7-9507-4bb0-a066-f3af4864f7fe","block_type":"box","text":"Units by the Fund to one or more initial investors. Initial investors participating in the seeding may be Authorized Participants,","page_number":73,"box":{"x":60,"y":826,"width":875,"height":13}},{"id":"4f2ad6b6-b524-4ba8-bab6-4c822fd6fc39","block_type":"box","text":"a lead market maker or other third party investor or an affiliate of the Fund or the Fund’s adviser. Each such initial investor","page_number":73,"box":{"x":59,"y":841,"width":852,"height":13}},{"id":"a9bb59f8-ead1-4b63-bd44-7f748cfe3084","block_type":"box","text":"may sell some or all of the shares underlying the Creation Unit(s) held by them pursuant to the registration statement for the","page_number":73,"box":{"x":60,"y":857,"width":873,"height":12}},{"id":"5d9802f3-fd22-49f4-8e0d-2a9fa0cd135d","block_type":"box","text":"Fund (each, a “Selling Shareholder”), which shares have been registered to permit the resale from time to time after","page_number":73,"box":{"x":60,"y":872,"width":809,"height":12}},{"id":"2c872526-f903-483e-929a-ef1ff0f43e09","block_type":"box","text":"purchase. The Fund will not receive any of the proceeds from the resale by the Selling Shareholders of these shares.","page_number":73,"box":{"x":59,"y":887,"width":807,"height":12}},{"id":"3661e31b-9c20-4af3-9ddd-b78e212f6a42","block_type":"box","text":"59","page_number":73,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"0bc94fc6-3b80-48f1-b1c1-c5aa9c15bcc4","block_type":"box","text":"Selling Shareholders may sell shares owned by them directly or through broker-dealers, in accordance with applicable law, on","page_number":74,"box":{"x":59,"y":67,"width":877,"height":12}},{"id":"1f17f076-7709-4b84-81d5-1c0818beaf08","block_type":"box","text":"any national securities exchange on which the shares may be listed or quoted at the time of sale, through trading systems, in","page_number":74,"box":{"x":59,"y":82,"width":873,"height":12}},{"id":"27fdf56c-1f06-42a5-94ac-36f012c2b94a","block_type":"box","text":"the OTC market or in transactions other than on these exchanges or systems at fixed prices, at prevailing market prices at the","page_number":74,"box":{"x":59,"y":97,"width":878,"height":12}},{"id":"fc174322-b620-4c33-b211-6dd7deea16a9","block_type":"box","text":"time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected through","page_number":74,"box":{"x":59,"y":112,"width":876,"height":12}},{"id":"da508e21-3eea-4f32-990e-40868e9f81f2","block_type":"box","text":"brokerage transactions, privately negotiated trades, block sales, entry into options or other derivatives transactions or","page_number":74,"box":{"x":60,"y":127,"width":821,"height":12}},{"id":"9f073f38-8701-4059-9fef-54219ff53e1c","block_type":"box","text":"through any other means authorized by applicable law. Selling Shareholders may redeem the shares held in Creation Unit size","page_number":74,"box":{"x":59,"y":142,"width":875,"height":13}},{"id":"2c4c993c-376c-4dcf-9af7-bb9722416cf5","block_type":"box","text":"by them through an Authorized Participant.","page_number":74,"box":{"x":60,"y":157,"width":302,"height":13}},{"id":"41de09cb-8238-44cc-a363-575ebf4993e6","block_type":"box","text":"Any Selling Shareholder and any broker-dealer or agents participating in the distribution of shares may be deemed to be","page_number":74,"box":{"x":59,"y":184,"width":840,"height":12}},{"id":"1362073e-dda5-4225-bfc8-187b9b99443d","block_type":"box","text":"“underwriters” within the meaning of Section 2(a)(11) of the 1933 Act, in connection with such sales.","page_number":74,"box":{"x":59,"y":199,"width":712,"height":12}},{"id":"b5500931-d276-4bea-aa73-72d6be35a71e","block_type":"box","text":"Any Selling Shareholder and any other person participating in such distribution will be subject to applicable provisions of the","page_number":74,"box":{"x":59,"y":225,"width":871,"height":13}},{"id":"ff1b7779-21b9-4317-a7e0-3cdbed4c3517","block_type":"box","text":"1934 Act and the rules and regulations thereunder.","page_number":74,"box":{"x":61,"y":240,"width":353,"height":13}},{"id":"72f1369f-8293-4588-a543-849973ac42cd","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":74,"box":{"x":60,"y":271,"width":722,"height":30}},{"id":"a97baf3a-e3c3-4ea2-8129-12c4951e8070","block_type":"box","text":"General.","page_number":74,"box":{"x":59,"y":312,"width":59,"height":10}},{"id":"8b70dca8-1361-4512-92e5-acd33fb9bd66","block_type":"box","text":"The Trust issues and sells shares of the Fund only in Creation Units on a continuous basis through the Distributor or","page_number":74,"box":{"x":127,"y":312,"width":812,"height":13}},{"id":"1dc54083-95a1-47b0-89ea-607250c00b1e","block_type":"box","text":"its agent, without a sales load, at a price based on the Fund’s NAV next determined after receipt, on any Business Day (as","page_number":74,"box":{"x":60,"y":327,"width":845,"height":13}},{"id":"a8593bbf-d711-4f1e-86a3-63c42f3d8be4","block_type":"box","text":"defined below), of an order received by the Distributor or its agent in proper form. On days when the Listing Exchange closes","page_number":74,"box":{"x":59,"y":343,"width":873,"height":12}},{"id":"531de3e7-7a7c-464f-84b5-776ef98d18cc","block_type":"box","text":"earlier than normal, the Fund may require orders to be placed earlier in the day. The following table sets forth the number of","page_number":74,"box":{"x":59,"y":358,"width":868,"height":12}},{"id":"b07be83a-282e-4fa4-bdb3-7e123c6a0880","block_type":"box","text":"shares of the Fund that constitute a Creation Unit for the Fund and the approximate value of such Creation Unit as of October","page_number":74,"box":{"x":59,"y":373,"width":880,"height":12}},{"id":"2441b558-d604-427d-88a1-a3d9255f2409","block_type":"box","text":"31, 2025:","page_number":74,"box":{"x":59,"y":388,"width":62,"height":11}},{"id":"2b562112-2681-481b-bf91-7e9afda85ab0","block_type":"box","text":"Shares Per","page_number":74,"box":{"x":410,"y":438,"width":61,"height":7}},{"id":"7052a1ba-5fef-4b80-a068-bfcd9d1d2d76","block_type":"box","text":"Creation Unit","page_number":74,"box":{"x":403,"y":448,"width":76,"height":8}},{"id":"6b63377b-66c1-4262-b226-743e654e5e25","block_type":"box","text":"Approximate","page_number":74,"box":{"x":519,"y":418,"width":75,"height":9}},{"id":"1868ff87-9e8d-4996-ad6f-2a6c9ea1ae84","block_type":"box","text":"Value Per","page_number":74,"box":{"x":530,"y":428,"width":54,"height":7}},{"id":"c165a0c3-baed-4d30-9c07-52966a92253a","block_type":"box","text":"Creation","page_number":74,"box":{"x":532,"y":438,"width":48,"height":7}},{"id":"093a31ef-e81e-4fa8-875d-1d574ad5dd60","block_type":"box","text":"Unit (U.S.$)","page_number":74,"box":{"x":524,"y":448,"width":65,"height":10}},{"id":"ac1f59cc-0b46-4a4f-ad7c-6d64ae227923","block_type":"box","text":"100,000 $2,695,138","page_number":74,"box":{"x":414,"y":470,"width":180,"height":11}},{"id":"92dcac11-695f-4cbf-8247-efb204cc232a","block_type":"box","text":"In its discretion, the Trust reserves the right to increase or decrease the number of the Fund’s shares that constitute a","page_number":74,"box":{"x":60,"y":503,"width":820,"height":12}},{"id":"832b961a-0ade-40e7-8dbc-cf17d3263b7f","block_type":"box","text":"Creation Unit. The Board reserves the right to declare a split or a consolidation in the number of shares outstanding of the","page_number":74,"box":{"x":59,"y":518,"width":852,"height":12}},{"id":"fe61871a-0965-4d23-95a8-058c8ecb1efa","block_type":"box","text":"Fund, and to make a corresponding change in the number of shares constituting a Creation Unit, in the event that the per","page_number":74,"box":{"x":60,"y":533,"width":850,"height":12}},{"id":"b48d43b9-37eb-430f-b537-e2e6d85979e0","block_type":"box","text":"share price in the secondary market rises (or declines) to an amount that falls outside the range deemed desirable by the","page_number":74,"box":{"x":59,"y":548,"width":845,"height":12}},{"id":"df1adf8f-ef58-4a0b-8d44-403639422dfc","block_type":"box","text":"Board.","page_number":74,"box":{"x":60,"y":563,"width":42,"height":10}},{"id":"494fe1a1-6dda-4925-8ab2-55498ad8e55e","block_type":"box","text":"A “Business Day” with respect to the Fund is any day the Fund is open for business, including any day when it satisfies","page_number":74,"box":{"x":59,"y":589,"width":827,"height":13}},{"id":"fb626eb7-fc2c-4a8d-ae9c-8a320f590a0c","block_type":"box","text":"redemption requests as required by Section 22(e) of the 1940 Act. The Fund is open for business any day on which the","page_number":74,"box":{"x":60,"y":605,"width":830,"height":12}},{"id":"428e924e-7836-4294-8fd0-c62d014df6d1","block_type":"box","text":"Listing Exchange on which the Fund is listed for trading is open for business. As of the date of this SAI, the Listing Exchange","page_number":74,"box":{"x":60,"y":620,"width":866,"height":12}},{"id":"1aae9374-c531-4d01-877d-54d459915289","block_type":"box","text":"observes the following holidays, as observed: New Year’s Day, Martin Luther King Jr. Day, Presidents’ Day, Good Friday,","page_number":74,"box":{"x":59,"y":635,"width":821,"height":12}},{"id":"ff1fddf0-492c-4151-bcce-d1fe8845582d","block_type":"box","text":"Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.","page_number":74,"box":{"x":59,"y":650,"width":669,"height":12}},{"id":"602b3121-1822-45dd-9c1f-3bf71937b43c","block_type":"box","text":"Fund Deposit.","page_number":74,"box":{"x":60,"y":676,"width":98,"height":13}},{"id":"ac8daba5-4995-4468-9993-39bcfec5e100","block_type":"box","text":"The consideration for purchase of Creation Units of the Fund is generally cash. However, in some cases the","page_number":74,"box":{"x":167,"y":676,"width":747,"height":13}},{"id":"f826f5c3-fcfe-4727-b3a9-103d1746538c","block_type":"box","text":"consideration consists of a designated portfolio of securities, assets or other positions (including any portion of such","page_number":74,"box":{"x":59,"y":691,"width":816,"height":13}},{"id":"04424778-a359-41e8-81ce-1d156659a7af","block_type":"box","text":"securities for which cash may be substituted) (“Deposit Securities” or “Creation Basket”) and the Cash Component","page_number":74,"box":{"x":59,"y":707,"width":805,"height":12}},{"id":"6d38c2a7-b982-46a5-ae9f-23cf180b975e","block_type":"box","text":"computed as described below. Together, the Deposit Securities and the Cash Component constitute the “Fund Deposit,”","page_number":74,"box":{"x":59,"y":722,"width":841,"height":12}},{"id":"38acb146-611c-4c77-8ff6-7184da72ca32","block_type":"box","text":"which, when combined with the Fund’s portfolio securities, is designed to generate performance that has a collective","page_number":74,"box":{"x":59,"y":737,"width":820,"height":12}},{"id":"dfc12644-30d8-4304-ad16-e30fa2a66b47","block_type":"box","text":"investment profile similar to that of the Underlying Index. The Fund Deposit represents the minimum initial and subsequent","page_number":74,"box":{"x":60,"y":752,"width":864,"height":12}},{"id":"13e1eec5-d00a-4461-879a-c5e8761c9746","block_type":"box","text":"investment amount for a Creation Unit of the Fund. Such Fund Deposit is applicable, subject to any adjustments as described","page_number":74,"box":{"x":60,"y":767,"width":874,"height":12}},{"id":"c2b1e227-21d6-4094-a36b-2f13932b148a","block_type":"box","text":"below, to purchases of Creation Units of shares of the Fund until such time as the next-announced Fund Deposit is made","page_number":74,"box":{"x":60,"y":782,"width":845,"height":13}},{"id":"907e4f58-dff8-49e0-aff7-f15de9ca5849","block_type":"box","text":"available.","page_number":74,"box":{"x":59,"y":797,"width":63,"height":10}},{"id":"a85ade76-9379-4c30-b0b6-8c3896a853d2","block_type":"box","text":"The “Cash Component” is an amount equal to the difference between the NAV of the shares (per Creation Unit) and the","page_number":74,"box":{"x":59,"y":824,"width":838,"height":12}},{"id":"3deefb6f-30cd-4bf9-83a0-a6083169fa2f","block_type":"box","text":"“Deposit Amount,” which is an amount equal to the market value of the Deposit Securities, and serves to compensate for any","page_number":74,"box":{"x":59,"y":839,"width":879,"height":12}},{"id":"f1100448-329f-4282-bc5a-c5ac2ac44ceb","block_type":"box","text":"differences between the NAV per Creation Unit and the Deposit Amount. Payment of any stamp duty or other similar fees and","page_number":74,"box":{"x":59,"y":854,"width":878,"height":12}},{"id":"357bd50e-2bb0-454b-8c0d-735c8ddbc099","block_type":"box","text":"expenses payable upon transfer of beneficial ownership of the Deposit Securities are the sole responsibility of the Authorized","page_number":74,"box":{"x":59,"y":869,"width":872,"height":12}},{"id":"f9b532e7-7941-4cd4-b8d6-1305e1199611","block_type":"box","text":"Participant purchasing a Creation Unit.","page_number":74,"box":{"x":60,"y":884,"width":269,"height":13}},{"id":"30ce44eb-8758-4ada-9e23-17cf35a749b8","block_type":"box","text":"60","page_number":74,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"cf7aa4f6-e099-42f0-9ae3-99710be6a3b4","block_type":"box","text":"The Fund’s current policy is to accept cash in substitution for the Deposit Securities it might otherwise accept as in-kind","page_number":75,"box":{"x":59,"y":67,"width":841,"height":12}},{"id":"4843d4a2-c903-48ee-93d6-f464e923e407","block_type":"box","text":"consideration for the purchase of Creation Units. The Fund may, at times, elect to receive Deposit Securities (","page_number":75,"box":{"x":59,"y":82,"width":761,"height":12}},{"id":"712e2895-e0d6-4e07-8993-313bfff8afed","block_type":"box","text":"i.e.","page_number":75,"box":{"x":821,"y":83,"width":18,"height":8}},{"id":"3144f6d7-ef5a-4352-ae64-e313414e74e1","block_type":"box","text":", the in-kind","page_number":75,"box":{"x":841,"y":82,"width":83,"height":11}},{"id":"0ea002fe-8737-4e0d-aa44-7b558fefd5a0","block_type":"box","text":"deposit of a designated portfolio of securities and other instruments) and a Cash Component as consideration for the","page_number":75,"box":{"x":59,"y":97,"width":823,"height":12}},{"id":"3b2940f3-4c66-4f50-8351-e3436c2677f1","block_type":"box","text":"purchase of Creation Units. If the Fund elects to accept Deposit Securities, a purchaser’s delivery of the Deposit Securities","page_number":75,"box":{"x":59,"y":112,"width":849,"height":12}},{"id":"bdba4dda-1239-4703-9d7f-011b698efc82","block_type":"box","text":"together with the Cash Component will constitute the “Fund Deposit,” which will represent the consideration for a Creation","page_number":75,"box":{"x":59,"y":127,"width":865,"height":12}},{"id":"66db65e9-32a6-4be5-896d-03d2689c2698","block_type":"box","text":"Unit of the Fund. Please see the","page_number":75,"box":{"x":60,"y":142,"width":219,"height":10}},{"id":"5af25192-b165-4b6b-913b-509951396c31","block_type":"box","text":"Cash Purchase Method","page_number":75,"box":{"x":284,"y":142,"width":163,"height":10}},{"id":"a518416f-4cb6-4871-ad5b-e3872ae11c44","block_type":"box","text":"section below and the following discussion summarizing the Deposit","page_number":75,"box":{"x":451,"y":142,"width":481,"height":13}},{"id":"f39403ef-8a2a-4f9c-a302-b0664e43f9d8","block_type":"box","text":"Security method for further information on purchasing Creation Units of the Fund.","page_number":75,"box":{"x":59,"y":157,"width":576,"height":13}},{"id":"2eb9e7f4-3d0e-4854-8df3-52f9ce220985","block_type":"box","text":"The identity and number of shares of the Deposit Securities change pursuant to changes in the composition of the Fund’s","page_number":75,"box":{"x":59,"y":184,"width":854,"height":12}},{"id":"fdeebf0b-90f5-4e58-9a45-48378bafbe12","block_type":"box","text":"portfolio and as rebalancing adjustments and corporate action events are reflected from time to time by BFA with a view to","page_number":75,"box":{"x":59,"y":199,"width":860,"height":12}},{"id":"842d2713-106e-438b-ae98-3a8158a94ed4","block_type":"box","text":"the investment objective of the Fund. The composition of the Deposit Securities may also change in response to adjustments","page_number":75,"box":{"x":59,"y":214,"width":875,"height":12}},{"id":"13c90983-7deb-4b06-89f4-4b3c5bc035db","block_type":"box","text":"to the weighting or composition of the component securities constituting the Underlying Index.","page_number":75,"box":{"x":59,"y":229,"width":670,"height":12}},{"id":"49ec564f-6bbb-4652-8331-e4fa2fa66e08","block_type":"box","text":"The Fund Deposit may also be modified to minimize the Cash Component by redistributing the cash to the Deposit Securities","page_number":75,"box":{"x":59,"y":256,"width":876,"height":12}},{"id":"3c5074a9-e17f-4268-adeb-3fb80f42eb56","block_type":"box","text":"portion of the Fund Deposit through “systematic rounding.” The rounding methodology “rounds up” position sizes of","page_number":75,"box":{"x":59,"y":271,"width":824,"height":12}},{"id":"62169a51-5da5-409f-8cab-e27cb126493d","block_type":"box","text":"securities in the Deposit Securities (which in turn reduces the cash portion). However, the methodology limits the maximum","page_number":75,"box":{"x":59,"y":286,"width":870,"height":12}},{"id":"a7d2a7e9-b25b-4904-b436-36861d9fa08e","block_type":"box","text":"allowed percentage change in weight and share quantity of any given security in the Fund Deposit.","page_number":75,"box":{"x":59,"y":301,"width":691,"height":12}},{"id":"bebd7f48-bb36-4dde-8e03-51d184f3837c","block_type":"box","text":"Fund Deposits may also be modified to position a fund towards a forward index rebalance to reflect revisions that account for","page_number":75,"box":{"x":60,"y":327,"width":879,"height":13}},{"id":"27d777aa-8855-4c36-8fe5-1150e5cecc34","block_type":"box","text":"index additions, deletions, and re-weights.","page_number":75,"box":{"x":60,"y":343,"width":294,"height":12}},{"id":"a23213cc-505c-44c6-8424-4c8b930d0a72","block_type":"box","text":"The Trust may, in its sole discretion, substitute a “cash in lieu” amount to be added to the Cash Component to replace any","page_number":75,"box":{"x":59,"y":369,"width":854,"height":12}},{"id":"eac887be-c4f8-4339-9725-b39b66787fc8","block_type":"box","text":"Deposit Security in certain circumstances, including: (i) when instruments are not available in sufficient quantity for delivery;","page_number":75,"box":{"x":60,"y":384,"width":869,"height":12}},{"id":"391d55ce-24ea-4791-89b5-3a1af90419d4","block_type":"box","text":"(ii) when instruments are not eligible for transfer through DTC or the clearing process (as discussed below); (iii) when","page_number":75,"box":{"x":60,"y":399,"width":822,"height":13}},{"id":"837bf61b-7a57-4252-aa00-968b0d437378","block_type":"box","text":"instruments that the Authorized Participant (or an investor on whose behalf the Authorized Participant is acting) are not able","page_number":75,"box":{"x":60,"y":414,"width":873,"height":13}},{"id":"31f65d6a-99b3-4c19-93aa-c150655bd591","block_type":"box","text":"to be traded due to a trading restriction; (iv) when delivery of the Deposit Security by the Authorized Participant (or by an","page_number":75,"box":{"x":59,"y":429,"width":847,"height":13}},{"id":"5f8daee4-e12e-4e69-a739-c1463eac6e5a","block_type":"box","text":"investor on whose behalf the Authorized Participant is acting) would be restricted under applicable securities or other local","page_number":75,"box":{"x":60,"y":445,"width":858,"height":12}},{"id":"b863f87f-5e6e-443f-aee6-7dca4169e0f2","block_type":"box","text":"laws; (v) in connection with distribution payments to be made by the Fund; or (vi) in certain other situations.","page_number":75,"box":{"x":60,"y":460,"width":759,"height":12}},{"id":"a7a45ef7-0bbb-4eed-b05c-35766247b468","block_type":"box","text":"Cash Purchase Method.","page_number":75,"box":{"x":59,"y":486,"width":170,"height":10}},{"id":"ece969dc-ea95-41f0-a313-0dfe124ff568","block_type":"box","text":"Although the Trust does not generally permit partial or full cash purchases of Creation Units of its","page_number":75,"box":{"x":238,"y":486,"width":683,"height":12}},{"id":"e36d9153-a367-4c90-9f28-53735699e8e6","block_type":"box","text":"funds, when partial or full cash purchases of Creation Units are available or specified (Creation Units of the Fund are generally","page_number":75,"box":{"x":59,"y":501,"width":879,"height":13}},{"id":"52299b28-f9d0-4e75-8c6e-206d8ab8e9bb","block_type":"box","text":"offered solely for cash), they will be effected in essentially the same manner as in-kind purchases thereof. In the case of a","page_number":75,"box":{"x":59,"y":516,"width":846,"height":13}},{"id":"2712c924-ece1-41fb-b805-bb7d9daee39c","block_type":"box","text":"partial or full cash purchase, the Authorized Participant must pay the cash equivalent of the Deposit Securities it would","page_number":75,"box":{"x":59,"y":531,"width":830,"height":13}},{"id":"15efe1b4-d40e-4bae-96b2-ac3b6e71558f","block_type":"box","text":"otherwise be required to provide through an in-kind purchase, plus the same Cash Component required to be paid by an in","page_number":75,"box":{"x":59,"y":547,"width":865,"height":12}},{"id":"3d5b70b1-8d7c-4b59-a8e3-fb9c505263ec","block_type":"box","text":"kind purchaser.","page_number":75,"box":{"x":60,"y":562,"width":105,"height":12}},{"id":"7cf3a428-39b5-41f3-b865-cbc39a583adc","block_type":"box","text":"Procedures for Creation of Creation Units.","page_number":75,"box":{"x":60,"y":588,"width":300,"height":10}},{"id":"c5f32454-b138-40a5-b199-e9589bc1475f","block_type":"box","text":"To be eligible to place orders with the Distributor and to create a Creation Unit of","page_number":75,"box":{"x":369,"y":588,"width":567,"height":13}},{"id":"6c32c840-f744-4b38-9d51-8568a4370eeb","block_type":"box","text":"the Fund, an entity must be: (i) a “Participating Party,”","page_number":75,"box":{"x":59,"y":603,"width":377,"height":13}},{"id":"597e0891-fbc5-4f27-8f4c-e9af20f7d1f5","block_type":"box","text":"i.e","page_number":75,"box":{"x":441,"y":604,"width":15,"height":9}},{"id":"eb523a69-4962-4af7-accd-a31c5bcc11f3","block_type":"box","text":"., a broker-dealer or other participant in the clearing process through","page_number":75,"box":{"x":457,"y":603,"width":480,"height":13}},{"id":"8c9a8a2a-2e8f-4cad-ac27-8f6b9f341bd7","block_type":"box","text":"the Continuous Net Settlement System of the NSCC (the “Clearing Process”), a clearing agency that is registered with the","page_number":75,"box":{"x":59,"y":618,"width":848,"height":13}},{"id":"9dc457d7-f34b-44ec-b0f7-5ba9b109ba7b","block_type":"box","text":"SEC, or (ii) a DTC Participant, and must have executed an agreement with the Distributor, with respect to creations and","page_number":75,"box":{"x":59,"y":634,"width":832,"height":12}},{"id":"836f1f7d-6338-4553-a7bd-6c412f630360","block_type":"box","text":"redemptions of Creation Units (“Authorized Participant Agreement”) (discussed below). A member or participant of a","page_number":75,"box":{"x":60,"y":649,"width":820,"height":12}},{"id":"c06509e5-79e5-471d-b6fe-662744eb8727","block_type":"box","text":"clearing agency registered with the SEC which has a written agreement with the Fund or one of its service providers that","page_number":75,"box":{"x":59,"y":664,"width":844,"height":12}},{"id":"a7d80233-ed0a-40da-80f4-eec3b61ed493","block_type":"box","text":"allows such member or participant to place orders for the purchase and redemption of Creation Units is referred to as an","page_number":75,"box":{"x":59,"y":679,"width":843,"height":12}},{"id":"4c65c130-5f13-4fab-9e05-202f678e9cce","block_type":"box","text":"“Authorized Participant.” All shares of the Fund, however created, will be entered on the records of DTC in the name of Cede","page_number":75,"box":{"x":59,"y":694,"width":867,"height":12}},{"id":"56eb206f-3c1e-4779-86d5-54dc11cc1922","block_type":"box","text":"& Co. for the account of a DTC Participant.","page_number":75,"box":{"x":59,"y":709,"width":295,"height":12}},{"id":"980de4fc-9124-49b9-ade4-c61265c60596","block_type":"box","text":"Role of the Authorized Participant.","page_number":75,"box":{"x":60,"y":736,"width":247,"height":12}},{"id":"2c9273b6-4430-4a00-98eb-10d15c9312f9","block_type":"box","text":"Creation Units may be purchased only by or through a member or participant of a","page_number":75,"box":{"x":316,"y":736,"width":571,"height":12}},{"id":"f24be008-913e-4dce-bb03-f94f3d8628b0","block_type":"box","text":"clearing agency registered with the SEC, which has a written agreement with the Fund or one of its service providers that","page_number":75,"box":{"x":59,"y":751,"width":848,"height":12}},{"id":"5a235654-07e0-4f39-bba8-671055ba34a4","block_type":"box","text":"allows such member or participant to place orders for the purchase and redemption of Creation Units (an “Authorized","page_number":75,"box":{"x":59,"y":766,"width":823,"height":12}},{"id":"71986d86-313e-4d76-85dc-6b20af3afa4a","block_type":"box","text":"Participant”). Such Authorized Participant will agree, pursuant to the terms of such Authorized Participant Agreement and on","page_number":75,"box":{"x":60,"y":781,"width":875,"height":12}},{"id":"fd4a7f2a-fd03-4847-8e21-13ac23b6f5a7","block_type":"box","text":"behalf of itself or any investor on whose behalf it will act, to certain conditions, including that such Authorized Participant will","page_number":75,"box":{"x":60,"y":796,"width":876,"height":12}},{"id":"f25ed664-eb5c-46eb-a938-eb17ad49d31e","block_type":"box","text":"make available in advance of each purchase of shares an amount of cash sufficient to pay the Cash Component, once the","page_number":75,"box":{"x":60,"y":811,"width":848,"height":13}},{"id":"08136bbf-ca97-4eca-86e7-bb76b076b35d","block_type":"box","text":"NAV of a Creation Unit is next determined after receipt of the purchase order in proper form, together with the transaction","page_number":75,"box":{"x":60,"y":826,"width":854,"height":13}},{"id":"e5fe6d31-8e6d-43c6-86e0-e27bf03b2c4d","block_type":"box","text":"fees described below. An Authorized Participant, acting on behalf of an investor, may require the investor to enter into an","page_number":75,"box":{"x":59,"y":841,"width":843,"height":13}},{"id":"e1cfafbe-60f2-4a19-a1b3-d6bdfbe65552","block_type":"box","text":"agreement with such Authorized Participant with respect to certain matters, including payment of the Cash Component.","page_number":75,"box":{"x":59,"y":857,"width":843,"height":12}},{"id":"119ac7ec-655c-49d7-a474-ef94f323c4e8","block_type":"box","text":"Investors who are not Authorized Participants must make appropriate arrangements with an Authorized Participant. Investors","page_number":75,"box":{"x":60,"y":872,"width":878,"height":12}},{"id":"29302615-afb7-46d1-aac4-f28ce9d275da","block_type":"box","text":"should be aware that their particular broker may not be a DTC Participant or may not have executed an Authorized","page_number":75,"box":{"x":59,"y":887,"width":800,"height":12}},{"id":"e1dcd7f2-ffdc-4c15-b8d0-93e0811d99ea","block_type":"box","text":"61","page_number":75,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"0dfd094a-8082-430c-a007-77ec86f66580","block_type":"box","text":"Participant Agreement and that orders to purchase Creation Units may have to be placed by the investor’s broker through an","page_number":76,"box":{"x":60,"y":67,"width":870,"height":12}},{"id":"6325a2be-760e-460f-8915-ff3f1310319d","block_type":"box","text":"Authorized Participant. As a result, purchase orders placed through an Authorized Participant may result in additional","page_number":76,"box":{"x":59,"y":82,"width":820,"height":12}},{"id":"60ad2fcc-fb7e-49c9-8ad3-9eb4d8153204","block_type":"box","text":"charges to such investor. The Trust does not expect to enter into an Authorized Participant Agreement with more than a","page_number":76,"box":{"x":59,"y":97,"width":841,"height":12}},{"id":"2093146d-53aa-451d-8c97-ed5511522fa1","block_type":"box","text":"small number of DTC Participants. A list of current Authorized Participants may be obtained from the Distributor. The","page_number":76,"box":{"x":59,"y":112,"width":819,"height":12}},{"id":"be6827f3-9be2-4065-8f3e-5b646a12c554","block_type":"box","text":"Distributor has adopted guidelines regarding Authorized Participants’ transactions in Creation Units that are made available","page_number":76,"box":{"x":60,"y":127,"width":862,"height":12}},{"id":"3d3c11b9-0129-4803-8ff4-8e5de334fc4d","block_type":"box","text":"to all Authorized Participants. These guidelines set forth the processes and standards for Authorized Participants to transact","page_number":76,"box":{"x":59,"y":142,"width":867,"height":13}},{"id":"e77f4b5f-0f8c-416e-a78a-2a36d6aa0331","block_type":"box","text":"with the Distributor and its agents in connection with creation and redemption transactions. In addition, the Distributor may","page_number":76,"box":{"x":59,"y":157,"width":872,"height":13}},{"id":"795d076a-d962-43eb-8510-213ec6acaf44","block_type":"box","text":"be appointed as the proxy of the Authorized Participant and may be granted a power of attorney under its Authorized","page_number":76,"box":{"x":60,"y":172,"width":820,"height":13}},{"id":"b793aa13-d4ff-4fcb-8b4b-35774e0cbdcb","block_type":"box","text":"Participant Agreement.","page_number":76,"box":{"x":60,"y":188,"width":160,"height":12}},{"id":"4244fa0a-9cab-4779-a6ee-c3277d6e0506","block_type":"box","text":"Purchase Orders.","page_number":76,"box":{"x":60,"y":214,"width":122,"height":10}},{"id":"3037784b-22d8-455a-b478-ff9bae7087af","block_type":"box","text":"To initiate an order for a Creation Unit, an Authorized Participant must submit to the Distributor or its","page_number":76,"box":{"x":195,"y":214,"width":708,"height":12}},{"id":"0434a404-93db-40b6-a469-046de9772851","block_type":"box","text":"agent an irrevocable order to purchase shares of the Fund, in proper form, generally before 4:00 p.m., Eastern time on any","page_number":76,"box":{"x":59,"y":229,"width":852,"height":12}},{"id":"b819b312-4d12-4837-85c7-90db5c78647c","block_type":"box","text":"Business Day to receive that day’s NAV. The Distributor or its agent will notify BFA and the custodian of such order. The","page_number":76,"box":{"x":60,"y":244,"width":832,"height":13}},{"id":"73230c0d-2c51-47a0-b784-9e97d03c72ee","block_type":"box","text":"custodian will then provide such information to any appropriate sub-custodian. Procedures and requirements governing the","page_number":76,"box":{"x":59,"y":259,"width":868,"height":13}},{"id":"aafa1af9-cf9e-4371-b01a-bac5392c6680","block_type":"box","text":"delivery of the Fund Deposit are set forth in the procedures handbook for Authorized Participants and may change from time","page_number":76,"box":{"x":59,"y":274,"width":874,"height":13}},{"id":"85d98ddf-380b-4e6b-9a56-9f4a46cda543","block_type":"box","text":"to time. Investors, other than Authorized Participants, are responsible for making arrangements for a creation request to be","page_number":76,"box":{"x":59,"y":290,"width":861,"height":12}},{"id":"a5c1dbec-b8d0-4997-8231-5c6d819d4ed7","block_type":"box","text":"made through an Authorized Participant. The Distributor or its agent will provide a list of current Authorized Participants","page_number":76,"box":{"x":60,"y":305,"width":841,"height":12}},{"id":"6394561e-0543-41a6-a314-f6a4e37631a4","block_type":"box","text":"upon request. Those placing orders to purchase Creation Units through an Authorized Participant should allow sufficient time","page_number":76,"box":{"x":60,"y":320,"width":878,"height":12}},{"id":"64cf7773-7718-444a-b8b8-b94405841629","block_type":"box","text":"to permit proper submission of the purchase order to the Distributor or its agent by the Cutoff Time (as defined below) on","page_number":76,"box":{"x":59,"y":335,"width":854,"height":12}},{"id":"55883b04-d7f3-4692-ab33-b03b4949bc53","block_type":"box","text":"such Business Day.","page_number":76,"box":{"x":59,"y":350,"width":131,"height":12}},{"id":"b8cecf4b-6738-4346-a952-cd4a65734e13","block_type":"box","text":"The Authorized Participant must also make available on or before the contractual settlement date, by means satisfactory to","page_number":76,"box":{"x":59,"y":377,"width":861,"height":12}},{"id":"d8bcb2a6-2b0e-41bf-89ba-1d1714953bb1","block_type":"box","text":"the Fund, immediately available or same day funds estimated by the Fund to be sufficient to pay the Cash Component next","page_number":76,"box":{"x":59,"y":392,"width":860,"height":12}},{"id":"3d41321e-3b68-4161-97c0-164737cbda75","block_type":"box","text":"determined after acceptance of the purchase order, together with the applicable purchase transaction fees. Those placing","page_number":76,"box":{"x":59,"y":407,"width":851,"height":12}},{"id":"82eec54d-240e-480a-aa39-6b66544da854","block_type":"box","text":"orders should ascertain the deadline for cash transfers by contacting the operations department of the broker or depositary","page_number":76,"box":{"x":59,"y":422,"width":864,"height":12}},{"id":"07250075-c847-453a-931f-f7cc5e949617","block_type":"box","text":"institution effectuating the transfer of the Cash Component. This deadline is likely to be significantly earlier than the Cutoff","page_number":76,"box":{"x":60,"y":437,"width":858,"height":12}},{"id":"c5cbf764-bd2a-4a07-989c-0c905b0223eb","block_type":"box","text":"Time of the Fund. Investors should be aware that an Authorized Participant may require orders for purchases of shares placed","page_number":76,"box":{"x":59,"y":452,"width":878,"height":12}},{"id":"70882afd-0a37-4b00-ac46-153c209081d0","block_type":"box","text":"with it to be in the particular form required by the individual Authorized Participant.","page_number":76,"box":{"x":59,"y":467,"width":582,"height":13}},{"id":"6f5c11ac-7dc2-42d2-ad10-ab0b498ae5fb","block_type":"box","text":"The Authorized Participant is responsible for any and all expenses and costs incurred by the Fund, including any applicable","page_number":76,"box":{"x":59,"y":494,"width":857,"height":12}},{"id":"c3a74a78-6e3e-41d8-a97f-1dfae2d79e40","block_type":"box","text":"cash amounts, in connection with any purchase order.","page_number":76,"box":{"x":59,"y":509,"width":379,"height":12}},{"id":"b85d169c-3182-4227-92cb-5036e1c1467a","block_type":"box","text":"Timing of Submission of Purchase Orders.","page_number":76,"box":{"x":58,"y":535,"width":305,"height":13}},{"id":"bf2b7024-a25d-498e-9dcd-5e5600d85665","block_type":"box","text":"An Authorized Participant must submit an irrevocable order to purchase shares","page_number":76,"box":{"x":372,"y":535,"width":554,"height":13}},{"id":"51c73c94-a27e-4a17-a7c8-05c9d568ce01","block_type":"box","text":"of the Fund generally before 4:00 p.m., Eastern time on any Business Day in order to receive that day’s NAV. Creation Orders","page_number":76,"box":{"x":59,"y":550,"width":865,"height":13}},{"id":"e32bd176-d767-47c5-bead-e95e18056e2e","block_type":"box","text":"must be transmitted by an Authorized Participant in the form required by the Fund to the Distributor or its agent pursuant to","page_number":76,"box":{"x":60,"y":566,"width":870,"height":12}},{"id":"0126c272-2461-4a31-9ced-8502d7f67d3a","block_type":"box","text":"procedures set forth in the Authorized Participant Agreement. Economic or market disruptions or changes, or telephone or","page_number":76,"box":{"x":59,"y":581,"width":860,"height":12}},{"id":"8afb4552-642c-4152-b381-f01fe75c5ece","block_type":"box","text":"other communication failure, may impede the ability to reach the Distributor or its agent or an Authorized Participant. Orders","page_number":76,"box":{"x":59,"y":596,"width":876,"height":12}},{"id":"df9d60d8-968f-408c-adbd-cc1fdf59fd2b","block_type":"box","text":"to create shares of the Fund that are submitted on the Business Day immediately preceding a holiday or a day (other than a","page_number":76,"box":{"x":59,"y":611,"width":864,"height":12}},{"id":"626c9833-f35e-4983-a64e-f61651bc7823","block_type":"box","text":"weekend) when the equity markets in the relevant non-U.S. market are closed may not be accepted. The Fund’s deadline","page_number":76,"box":{"x":59,"y":626,"width":845,"height":12}},{"id":"cb592485-2878-4167-ae62-353308953aac","block_type":"box","text":"specified above for the submission of purchase orders is referred to as the Fund’s “Cutoff Time.” The Distributor or its agent,","page_number":76,"box":{"x":59,"y":641,"width":870,"height":12}},{"id":"69af1024-755c-4911-8a9a-064a102677b9","block_type":"box","text":"in their discretion, may permit the submission of such orders and requests by or through an Authorized Participant at any","page_number":76,"box":{"x":60,"y":656,"width":849,"height":13}},{"id":"2f65a3dc-cf9e-4eb0-a8ca-8ed07f600a2c","block_type":"box","text":"time (including on days on which the Listing Exchange is not open for business) via communication through the facilities of","page_number":76,"box":{"x":59,"y":671,"width":869,"height":13}},{"id":"89571b00-58e6-4b59-b095-136b40bf17e3","block_type":"box","text":"the Distributor’s or its agent’s proprietary website maintained for this purpose. Purchase orders and redemption requests, if","page_number":76,"box":{"x":59,"y":686,"width":866,"height":13}},{"id":"913621cb-5e61-4e37-a3ee-441c0461c5c2","block_type":"box","text":"accepted by the Trust, will be processed based on the NAV next determined after such acceptance in accordance with the","page_number":76,"box":{"x":59,"y":702,"width":852,"height":12}},{"id":"54c147a8-7307-433b-81d0-15985bf10068","block_type":"box","text":"Fund’s Cutoff Times as provided in the Authorized Participant Agreement and disclosed in this SAI.","page_number":76,"box":{"x":60,"y":717,"width":690,"height":12}},{"id":"ab716ada-c959-4712-b881-fbf2ea63cfdd","block_type":"box","text":"Acceptance of Orders for Creation Units.","page_number":76,"box":{"x":59,"y":743,"width":293,"height":12}},{"id":"07ab48b1-33fe-45d5-8450-508e0f059768","block_type":"box","text":"Subject to the conditions that (i) an irrevocable purchase order has been","page_number":76,"box":{"x":365,"y":743,"width":506,"height":12}},{"id":"3cb5cec2-8bcb-49a9-af85-d97ebf4b8b3e","block_type":"box","text":"submitted by the Authorized Participant (either on its own or another investor’s behalf ) and (ii) arrangements satisfactory to","page_number":76,"box":{"x":59,"y":758,"width":872,"height":13}},{"id":"46d95982-239d-4224-8975-37c90e8df15d","block_type":"box","text":"the Fund are in place for payment of the Cash Component and any other cash amounts which may be due, the Fund will","page_number":76,"box":{"x":59,"y":773,"width":843,"height":13}},{"id":"e45a965e-89bb-498a-ae1d-235be9a0cb07","block_type":"box","text":"accept the order, subject to the Fund’s right (and the right of the Distributor and BFA) to reject any order until acceptance, as","page_number":76,"box":{"x":59,"y":788,"width":874,"height":13}},{"id":"aca6e0de-c018-4f74-aff4-537c270a7401","block_type":"box","text":"set forth below.","page_number":76,"box":{"x":59,"y":804,"width":107,"height":9}},{"id":"bc3b48b0-53f5-40cf-a830-be19d8a2dd37","block_type":"box","text":"Once the Fund has accepted an order, upon the next determination of the NAV of the shares, the Fund will confirm the","page_number":76,"box":{"x":59,"y":830,"width":831,"height":12}},{"id":"e78e52b8-068e-4c42-a42e-79b4c803351a","block_type":"box","text":"issuance of a Creation Unit, against receipt of payment, at such NAV. The Distributor or its agent will then transmit a","page_number":76,"box":{"x":60,"y":845,"width":812,"height":13}},{"id":"a4611cc1-a40c-4957-adac-3dad1a263730","block_type":"box","text":"confirmation of acceptance to the Authorized Participant that placed the order.","page_number":76,"box":{"x":59,"y":860,"width":552,"height":13}},{"id":"8161ffa5-b116-4bf3-b7fd-c6255f450b22","block_type":"box","text":"62","page_number":76,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"52139c39-026a-4d60-97b3-7ac8560f020f","block_type":"box","text":"The Fund reserves the right to reject or revoke a creation order transmitted to it by the Distributor or its agent provided that a","page_number":77,"box":{"x":59,"y":67,"width":876,"height":12}},{"id":"9abed422-7958-4d26-800b-bd844df65369","block_type":"box","text":"rejection or revocation of a creation order does not violate Rule 6c-11 under the Investment Company Act. For example, the","page_number":77,"box":{"x":60,"y":82,"width":862,"height":12}},{"id":"22119ccd-5952-4a01-b038-e7082713e26e","block_type":"box","text":"Fund may reject or revoke a creation order transmitted to it by the Distributor or its agent if (i) the order is not in proper form;","page_number":77,"box":{"x":60,"y":97,"width":877,"height":12}},{"id":"c531c53f-7f8e-4595-8d77-4bef33753a52","block_type":"box","text":"(ii) the investor(s), upon obtaining the shares ordered, would own 80% or more of the currently outstanding shares of the","page_number":77,"box":{"x":60,"y":112,"width":853,"height":12}},{"id":"a812eaaf-edc3-4cb1-a017-3937209de7b3","block_type":"box","text":"Fund; (iii) the Deposit Securities delivered do not conform to the identity and number of shares specified, as described above;","page_number":77,"box":{"x":60,"y":127,"width":876,"height":12}},{"id":"d67e8d00-c5d0-4fa7-92a3-a52dfa5d2ad1","block_type":"box","text":"(iv) acceptance of the Deposit Securities is not legally required or would, in the opinion of the Trust, be unlawful; or (v)","page_number":77,"box":{"x":60,"y":142,"width":828,"height":13}},{"id":"e33f2b80-9968-4670-93f7-0f3fc10def04","block_type":"box","text":"circumstances outside the control of the Fund, the Distributor or its agent and BFA make it impracticable to process","page_number":77,"box":{"x":59,"y":157,"width":811,"height":13}},{"id":"35b0c6c7-1c10-46b2-b122-a787a187057f","block_type":"box","text":"purchase orders. The Distributor or its agent shall notify a prospective purchaser of a Creation Unit and/or the Authorized","page_number":77,"box":{"x":59,"y":172,"width":852,"height":13}},{"id":"4b49e512-8552-4e89-83aa-47a0d56bd794","block_type":"box","text":"Participant acting on behalf of such purchaser of its rejection of such order. The Fund, State Street, the sub-custodian and","page_number":77,"box":{"x":60,"y":188,"width":852,"height":12}},{"id":"ab8965c5-d447-4570-bb56-6e0ca04c9a87","block_type":"box","text":"the Distributor or its agent are under no duty, however, to give notification of any defects or irregularities in the delivery of","page_number":77,"box":{"x":59,"y":203,"width":853,"height":12}},{"id":"d221e91b-7e76-4b3a-b5bd-0666eb0c2c28","block_type":"box","text":"Fund Deposits nor shall any of them incur any liability for failure to give such notification.","page_number":77,"box":{"x":60,"y":218,"width":622,"height":12}},{"id":"6528b7ef-ba40-4222-9eb3-bf5f5c9ba539","block_type":"box","text":"Issuance of a Creation Unit.","page_number":77,"box":{"x":60,"y":244,"width":197,"height":10}},{"id":"da611932-3899-4ee6-a6f6-f06d51e1a479","block_type":"box","text":"Except as provided herein, a Creation Unit will not be issued until the transfer of good title to the Fund of the Deposit","page_number":77,"box":{"x":60,"y":271,"width":815,"height":12}},{"id":"a608a1ce-151f-42c0-9a9b-fabba8439d2c","block_type":"box","text":"Securities and the payment of the Cash Component have been completed. When the sub-custodian has confirmed to the","page_number":77,"box":{"x":59,"y":286,"width":849,"height":12}},{"id":"823265df-5c9f-4ec2-8036-e4216e1a8b13","block_type":"box","text":"custodian that the securities included in the Fund Deposit (or the cash value thereof ) have been delivered to the account of","page_number":77,"box":{"x":59,"y":301,"width":866,"height":12}},{"id":"a28d171e-0c03-43c3-9d0a-31165a08c6d8","block_type":"box","text":"the relevant sub-custodian or sub-custodians, the Distributor or its agent and BFA shall be notified of such delivery and the","page_number":77,"box":{"x":59,"y":316,"width":861,"height":12}},{"id":"fa8cade9-00e3-4efd-ac3f-28360f0f3344","block_type":"box","text":"Fund will issue and cause the delivery of the Creation Unit.","page_number":77,"box":{"x":60,"y":331,"width":407,"height":13}},{"id":"06f30cb5-86dc-461d-aab1-d27dfdbd707f","block_type":"box","text":"Creation Units of the Fund are generally issued on a “T+1 basis” (","page_number":77,"box":{"x":59,"y":358,"width":455,"height":12}},{"id":"f9cc93fa-c7c7-4986-bf03-1f1c0b8ef29a","block_type":"box","text":"i.e.","page_number":77,"box":{"x":515,"y":359,"width":17,"height":8}},{"id":"aa1bac51-6397-45ea-b075-c7dd955cae55","block_type":"box","text":", one Business Day after trade date). However, the Fund","page_number":77,"box":{"x":535,"y":358,"width":386,"height":12}},{"id":"92747f98-ae97-4ed5-aa21-4e03e36588f1","block_type":"box","text":"reserves the right to settle Creation Unit transactions on a different basis, if necessary or appropriate under the circumstances","page_number":77,"box":{"x":60,"y":373,"width":878,"height":12}},{"id":"47cfdabf-d7d1-43ae-885b-615ab5a87417","block_type":"box","text":"and compliant with applicable law. These circumstances may include, among others, accommodating non-U.S. market","page_number":77,"box":{"x":59,"y":388,"width":833,"height":12}},{"id":"cc0ed0f7-7777-48ed-9452-3a8a0bd45309","block_type":"box","text":"holiday schedules and accounting for different treatment among non-U.S. and U.S. markets of dividend record dates and ex","page_number":77,"box":{"x":60,"y":403,"width":870,"height":12}},{"id":"1e83b26c-9192-4c08-af4a-a59e780b3abd","block_type":"box","text":"dividend dates (","page_number":77,"box":{"x":59,"y":418,"width":111,"height":12}},{"id":"607ba3a6-4b55-4eaa-bece-85bc342b12ee","block_type":"box","text":"i.e.","page_number":77,"box":{"x":171,"y":419,"width":18,"height":9}},{"id":"ccb83dcd-6809-4788-a785-8c16ced51622","block_type":"box","text":", the last day the holder of a security can sell the security and still receive dividends payable on the","page_number":77,"box":{"x":191,"y":418,"width":686,"height":12}},{"id":"3377c1ae-3044-4888-8853-b1f48f1ca1ca","block_type":"box","text":"security).","page_number":77,"box":{"x":59,"y":433,"width":64,"height":13}},{"id":"e14c4c5c-6836-4a3c-ae60-1d9e62c6e6b1","block_type":"box","text":"To the extent contemplated by an Authorized Participant Agreement with the Distributor, the Fund will issue Creation Units","page_number":77,"box":{"x":59,"y":460,"width":862,"height":12}},{"id":"0e031b87-b7ff-4ade-94f2-073ccb833603","block_type":"box","text":"to such Authorized Participant, notwithstanding the fact that the corresponding Fund Deposits have not been received in","page_number":77,"box":{"x":59,"y":475,"width":847,"height":12}},{"id":"a22d90db-cef3-47a0-8cff-274792899f86","block_type":"box","text":"part or in whole, in reliance on the undertaking of the Authorized Participant to deliver the missing Deposit Securities as soon","page_number":77,"box":{"x":59,"y":490,"width":876,"height":12}},{"id":"1316a94f-829e-49cf-869f-ddc03044c816","block_type":"box","text":"as possible, which undertaking shall be secured by such Authorized Participant’s delivery and maintenance of collateral as set","page_number":77,"box":{"x":59,"y":505,"width":879,"height":12}},{"id":"60e5c235-5dcb-4925-bd33-29f7e3485fa8","block_type":"box","text":"forth in the handbook for Authorized Participants. The Trust may use such collateral at any time to buy Deposit Securities for","page_number":77,"box":{"x":59,"y":520,"width":873,"height":12}},{"id":"0e4a3872-3173-4bf1-810f-fce30ade79eb","block_type":"box","text":"the Fund. Such collateral must be delivered no later than the time specified by the Fund or its custodian on the contractual","page_number":77,"box":{"x":59,"y":535,"width":857,"height":13}},{"id":"b161d689-fd62-4fab-8426-b1880c144249","block_type":"box","text":"settlement date. Information concerning the Fund’s current procedures for collateralization of missing Deposit Securities is","page_number":77,"box":{"x":59,"y":550,"width":860,"height":13}},{"id":"c568d220-7996-46eb-8e13-d975d2a7e46e","block_type":"box","text":"available from the Distributor or its agent. The Authorized Participant Agreement will permit the Fund to buy the missing","page_number":77,"box":{"x":59,"y":566,"width":845,"height":12}},{"id":"f938ebce-f54a-4d9e-b967-ecd0ca984bdd","block_type":"box","text":"Deposit Securities at any time and will subject the Authorized Participant to liability for any shortfall between the cost to the","page_number":77,"box":{"x":60,"y":581,"width":865,"height":12}},{"id":"9fd72b10-dc52-4794-88f9-35bd33db9d70","block_type":"box","text":"Fund of purchasing such securities and the collateral including, without limitation, liability for related brokerage, borrowings","page_number":77,"box":{"x":60,"y":596,"width":867,"height":12}},{"id":"8442d209-f24d-4010-9efb-aaeb9d3aba7e","block_type":"box","text":"and other charges.","page_number":77,"box":{"x":59,"y":611,"width":130,"height":12}},{"id":"ffa715c4-a827-408c-b085-5fef444efd1c","block_type":"box","text":"In certain cases, Authorized Participants may create and redeem Creation Units on the same trade date and in these","page_number":77,"box":{"x":60,"y":637,"width":809,"height":13}},{"id":"5363e9eb-7b7a-4877-bc90-82b57d4c3c1f","block_type":"box","text":"instances, the Fund reserves the right to settle these transactions on a net basis or require a representation from the","page_number":77,"box":{"x":60,"y":652,"width":810,"height":13}},{"id":"635d5d15-cc65-4e2e-8e0f-60a3e4ed6380","block_type":"box","text":"Authorized Participants that the creation and redemption transactions are for separate beneficial owners. All questions as to","page_number":77,"box":{"x":59,"y":668,"width":868,"height":12}},{"id":"be21c41c-3486-4f69-a371-493384edaa0f","block_type":"box","text":"the number of shares of each security in the Deposit Securities and the validity, form, eligibility and acceptance for deposit of","page_number":77,"box":{"x":59,"y":683,"width":875,"height":12}},{"id":"78fdf3bf-ecf3-4008-b24b-0924c535c7ba","block_type":"box","text":"any securities to be delivered shall be determined by the Fund and the Fund’s determination shall be final and binding.","page_number":77,"box":{"x":59,"y":698,"width":827,"height":12}},{"id":"a2cf4ad9-6709-40ff-a340-6cbbe656fa30","block_type":"box","text":"Costs Associated with Creation Transactions.","page_number":77,"box":{"x":59,"y":724,"width":325,"height":10}},{"id":"7a1aa4a5-0846-48cd-bbda-6a7780fca8c5","block_type":"box","text":"A standard creation transaction fee is imposed to offset the transfer and","page_number":77,"box":{"x":397,"y":724,"width":504,"height":13}},{"id":"4b59ad54-a72b-401d-ac8f-a573f991e9bc","block_type":"box","text":"other transaction costs associated with the issuance of Creation Units. The standard creation transaction fee is charged to","page_number":77,"box":{"x":59,"y":739,"width":855,"height":13}},{"id":"a5436278-3ede-4a80-9a1b-c1dca9a9cd61","block_type":"box","text":"the Authorized Participant on the day such Authorized Participant creates a Creation Unit, and is the same, regardless of the","page_number":77,"box":{"x":59,"y":754,"width":866,"height":13}},{"id":"ed2c3ffa-e23e-40d8-beeb-ff36b4013dc5","block_type":"box","text":"number of Creation Units purchased by the Authorized Participant on the applicable Business Day.","page_number":77,"box":{"x":60,"y":770,"width":685,"height":12}},{"id":"6f137e4e-1fd4-4ee3-ac65-86ff53a46d20","block_type":"box","text":"In order to defray transaction expenses for the Fund and protect against possible shareholder dilution, if a creation","page_number":77,"box":{"x":60,"y":796,"width":800,"height":12}},{"id":"8e95d61b-48e8-4802-9947-1ccd781a0fd6","block_type":"box","text":"transaction consists solely or partially of cash, the Authorized Participant may also be required to cover (up to the maximum","page_number":77,"box":{"x":59,"y":811,"width":869,"height":13}},{"id":"d2e8be7b-a843-4e67-86b3-97b1cd5fdae9","block_type":"box","text":"amount shown below) certain brokerage, tax, foreign exchange, execution and other costs and expenses related to the","page_number":77,"box":{"x":59,"y":826,"width":832,"height":13}},{"id":"2a2a4218-45a5-476e-91f7-c5a23e336cd8","block_type":"box","text":"execution of trades resulting from such transaction (which may, in certain instances, be based on a good faith estimate of","page_number":77,"box":{"x":59,"y":841,"width":854,"height":13}},{"id":"246018bc-a9b6-4309-b061-95780c01fc7f","block_type":"box","text":"transaction costs based on historical data or other inputs, at BlackRock’s discretion, and may include part or all of the spread","page_number":77,"box":{"x":59,"y":857,"width":873,"height":12}},{"id":"f7ff41f2-9a34-4213-bd80-ccbd355ae037","block_type":"box","text":"between the expected bid and offer side of the market and anticipated market impact). However, the Fund is not obligated to","page_number":77,"box":{"x":60,"y":872,"width":873,"height":12}},{"id":"c7388a56-e1d7-412b-83ab-8bf56aac626e","block_type":"box","text":"trade identical securities to the securities identified by BlackRock in estimating these transaction and other costs and","page_number":77,"box":{"x":59,"y":887,"width":817,"height":12}},{"id":"20ab49d8-38ec-4f95-ba6a-79550f9572ff","block_type":"box","text":"63","page_number":77,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"e540410c-dc5f-4efe-8326-05dd95b2198a","block_type":"box","text":"expenses. In certain cases, BlackRock or an affiliate may determine in its discretion to deviate from the regular charge,","page_number":78,"box":{"x":59,"y":67,"width":825,"height":12}},{"id":"1b7b152f-520d-4f88-a623-a79d0e0fe38d","block_type":"box","text":"subject to the maximum amounts shown below.","page_number":78,"box":{"x":59,"y":82,"width":338,"height":12}},{"id":"f51b25d1-8b28-4ec0-8c70-1f8d6b09186c","block_type":"box","text":"Authorized Participants will also bear the costs of transferring the Deposit Securities to the Fund. Certain fees/costs","page_number":78,"box":{"x":59,"y":108,"width":809,"height":13}},{"id":"0386dc37-e783-42b4-8027-a4fb4ae608cd","block_type":"box","text":"associated with creation transactions may be waived in certain circumstances. Investors who use the services of a broker or","page_number":78,"box":{"x":59,"y":123,"width":866,"height":13}},{"id":"11652662-eaa1-49fa-800c-0e81d724e888","block_type":"box","text":"other financial intermediary to acquire Fund shares may be charged a fee for such services.","page_number":78,"box":{"x":59,"y":138,"width":637,"height":13}},{"id":"23159832-6e3c-43ef-a7a0-b414a3762642","block_type":"box","text":"The following table sets forth the Fund’s standard creation transaction fees and maximum additional charge (as described","page_number":78,"box":{"x":59,"y":165,"width":856,"height":12}},{"id":"62498871-1ccd-416b-a1e5-6803d14ea49b","block_type":"box","text":"above):","page_number":78,"box":{"x":59,"y":180,"width":50,"height":12}},{"id":"df78100b-3292-48bf-bee3-21dee85c7727","block_type":"box","text":"Standard Creation","page_number":78,"box":{"x":366,"y":210,"width":104,"height":7}},{"id":"ba09ae92-ac07-4d50-bf38-ead546a7686f","block_type":"box","text":"Transaction Fee","page_number":78,"box":{"x":372,"y":220,"width":91,"height":7}},{"id":"4d327cd6-1669-42c5-b27f-05c4254fc759","block_type":"box","text":"Maximum Additional","page_number":78,"box":{"x":510,"y":210,"width":121,"height":7}},{"id":"172d8b54-6d66-4f64-91d8-919801fe8102","block_type":"box","text":"Charge*","page_number":78,"box":{"x":547,"y":220,"width":47,"height":10}},{"id":"14e523bd-6281-4f5b-81cc-4c50b5aeaf21","block_type":"box","text":"$700 7.0%","page_number":78,"box":{"x":401,"y":242,"width":194,"height":10}},{"id":"dbbd96fc-c2d7-4517-b347-2694a7908995","block_type":"box","text":"* As a percentage of the net asset value per Creation Unit.","page_number":78,"box":{"x":89,"y":281,"width":328,"height":10}},{"id":"079135a0-f37c-48c9-ad68-f00609744d57","block_type":"box","text":"Redemption of Creation Units.","page_number":78,"box":{"x":60,"y":305,"width":216,"height":12}},{"id":"cfc3009e-3c63-4049-96a9-b30376f44846","block_type":"box","text":"Shares of the Fund may be redeemed by Authorized Participants only in Creation Units at their NAV next determined after","page_number":78,"box":{"x":59,"y":331,"width":850,"height":13}},{"id":"97cae8c9-9685-4cff-8daf-3505da1286fd","block_type":"box","text":"receipt of a redemption request in proper form by the Distributor or its agent and only on a Business Day. The Fund will not","page_number":78,"box":{"x":60,"y":346,"width":861,"height":13}},{"id":"9cf62b5d-350e-4916-91b7-94ee6b079d6a","block_type":"box","text":"redeem shares in amounts less than Creation Units. There can be no assurance, however, that there will be sufficient liquidity","page_number":78,"box":{"x":60,"y":361,"width":873,"height":13}},{"id":"62c47c0c-82ba-4092-a207-e5b2d619f9b2","block_type":"box","text":"in the secondary market at any time to permit assembly of a Creation Unit. Investors should expect to incur brokerage and","page_number":78,"box":{"x":60,"y":377,"width":854,"height":12}},{"id":"fb8e9d0e-69c8-4f46-b78a-0b0edcd525f2","block_type":"box","text":"other costs in connection with assembling a sufficient number of shares to constitute a Creation Unit that could be redeemed","page_number":78,"box":{"x":59,"y":392,"width":879,"height":12}},{"id":"f02e9df2-998b-416a-bfe3-2fa6dec197b6","block_type":"box","text":"by an Authorized Participant. Beneficial owners also may sell shares in the secondary market.","page_number":78,"box":{"x":60,"y":407,"width":649,"height":12}},{"id":"2fa159ba-b6d6-4648-8f3d-7779f640bd59","block_type":"box","text":"The Fund generally redeems Creation Units solely for cash. However, the Fund reserves the right to distribute securities and","page_number":78,"box":{"x":59,"y":433,"width":862,"height":13}},{"id":"e0443d35-4192-4f38-b5c0-4ba3a09fc133","block_type":"box","text":"other instruments in-kind as payment for Creation Units being redeemed. Please see the","page_number":78,"box":{"x":59,"y":448,"width":617,"height":13}},{"id":"d7133f91-6b5f-4675-8ce1-d0453956fbc9","block_type":"box","text":"Cash Redemption Method","page_number":78,"box":{"x":681,"y":448,"width":183,"height":13}},{"id":"8f129595-a12e-4d99-a3a6-9dd527a6574d","block_type":"box","text":"section","page_number":78,"box":{"x":868,"y":449,"width":49,"height":9}},{"id":"4b724f73-ae5c-48b0-96db-46be536e9020","block_type":"box","text":"below and the following discussion summarizing the in-kind method for further information on redeeming Creation Units of","page_number":78,"box":{"x":60,"y":463,"width":869,"height":13}},{"id":"25a4a996-2899-410a-8374-77302d89d5c5","block_type":"box","text":"the Fund.","page_number":78,"box":{"x":59,"y":479,"width":65,"height":9}},{"id":"8e1db224-3d23-4af1-bffb-0d6bc6ec7327","block_type":"box","text":"The Fund publishes the designated portfolio of securities (including any portion of such securities for which cash may be","page_number":78,"box":{"x":59,"y":505,"width":847,"height":12}},{"id":"746a4550-7773-4823-b145-e9fbc887076e","block_type":"box","text":"substituted) that will be applicable to redemption requests received in proper form (as defined below) on that day (“Fund","page_number":78,"box":{"x":59,"y":520,"width":849,"height":12}},{"id":"b65f5cbd-9973-401f-aaeb-b46fd99bb9c5","block_type":"box","text":"Securities” or “Redemption Basket”), and an amount of cash (the “Cash Amount,” as described below) in order to effect","page_number":78,"box":{"x":59,"y":535,"width":840,"height":13}},{"id":"875df901-5c5e-4967-96e1-295aeae056ed","block_type":"box","text":"redemptions of Creation Units of the Fund. Such Fund Securities and Cash Amount will remain in effect until such time as the","page_number":78,"box":{"x":60,"y":550,"width":877,"height":13}},{"id":"a6dfca77-f430-4196-9c5c-5c207726dbf8","block_type":"box","text":"next announced composition of the Fund Securities and Cash Amount is made available. The Fund Securities and Cash","page_number":78,"box":{"x":60,"y":566,"width":833,"height":12}},{"id":"b881c0d7-01a4-409e-a745-ea344e2be19d","block_type":"box","text":"Amount are subject to possible amendment or correction. Fund Securities received on redemption may not be identical to","page_number":78,"box":{"x":59,"y":581,"width":854,"height":12}},{"id":"54c8b90a-eeea-492a-b627-5dd0369c6b7d","block_type":"box","text":"Deposit Securities that are applicable to creations of Creation Units. Procedures and requirements governing redemption","page_number":78,"box":{"x":60,"y":596,"width":842,"height":12}},{"id":"3464b7c8-416a-453e-a99e-c968175e65ef","block_type":"box","text":"transactions are set forth in the handbook for Authorized Participants and may change from time to time.","page_number":78,"box":{"x":59,"y":611,"width":738,"height":12}},{"id":"1b39086e-d8f0-46f8-9d89-6c0807fc1c6d","block_type":"box","text":"If redemptions are not paid in cash, the redemption proceeds for a Creation Unit generally consist of Fund Securities, plus the","page_number":78,"box":{"x":60,"y":637,"width":875,"height":13}},{"id":"934994d1-36f9-494e-9662-3cc50466792e","block_type":"box","text":"Cash Amount, which is an amount equal to the difference between the NAV of the shares being redeemed, as next","page_number":78,"box":{"x":59,"y":652,"width":801,"height":13}},{"id":"343074a7-67c6-4d7d-971c-23d3db802f33","block_type":"box","text":"determined after the receipt of a redemption request in proper form, and the value of Fund Securities, less a redemption","page_number":78,"box":{"x":59,"y":668,"width":839,"height":12}},{"id":"cc00d169-bad2-4cfa-8943-3e33769175f4","block_type":"box","text":"transaction fee (as described below).","page_number":78,"box":{"x":59,"y":683,"width":257,"height":12}},{"id":"f74d797b-8318-41c0-8b52-5ff0f02871a1","block_type":"box","text":"The Trust may, in its sole discretion, substitute a “cash in lieu” amount to replace any Fund Security in certain circumstances,","page_number":78,"box":{"x":59,"y":709,"width":873,"height":12}},{"id":"3b7d4301-a1e2-4cb4-b039-68e9b0cc665b","block_type":"box","text":"including: (i) when the delivery of a Fund Security to the Authorized Participant (or to an investor on whose behalf the","page_number":78,"box":{"x":60,"y":724,"width":825,"height":13}},{"id":"9f8a3fcd-ebeb-4554-85f2-7f3fa61eb47a","block_type":"box","text":"Authorized Participant is acting) would be restricted under applicable securities or other local laws or due to a trading","page_number":78,"box":{"x":59,"y":739,"width":822,"height":13}},{"id":"200e243f-b5e0-4de1-9fad-b76fcff4154c","block_type":"box","text":"restriction; (ii) when the delivery of a Fund Security to the Authorized Participant would result in the disposition of the Fund","page_number":78,"box":{"x":60,"y":754,"width":863,"height":13}},{"id":"1b15ed07-e883-41a4-9d66-f2fcdfc2af16","block_type":"box","text":"Security by the Authorized Participant due to restrictions under applicable securities or other local laws; (iii) when the delivery","page_number":78,"box":{"x":59,"y":770,"width":880,"height":12}},{"id":"ec8d77e9-b922-4d6a-b219-3f55473ca177","block_type":"box","text":"of a Fund Security to the Authorized Participant would result in unfavorable tax treatment; (iv) when a Fund Security cannot","page_number":78,"box":{"x":59,"y":785,"width":868,"height":12}},{"id":"0b1c37a1-589f-44c2-92f7-49174bf98ff7","block_type":"box","text":"be settled or otherwise delivered in time to facilitate an in-kind redemption; or (v) in certain other situations. The amount of","page_number":78,"box":{"x":60,"y":800,"width":867,"height":12}},{"id":"f8edcf6b-c724-4fd4-aba7-e299806f1fa4","block_type":"box","text":"cash paid out in such cases will be equivalent to the value of the substituted security listed as a Fund Security. In the event","page_number":78,"box":{"x":59,"y":815,"width":855,"height":12}},{"id":"3bb88cf4-492f-44ab-a78e-9d36851ca97c","block_type":"box","text":"that the Fund Securities have a value greater than the NAV of the shares, a compensating cash payment equal to the","page_number":78,"box":{"x":59,"y":830,"width":815,"height":12}},{"id":"ff6210ca-0bc2-45eb-9fe8-1a171c4ea7f9","block_type":"box","text":"difference is required to be made by or through an Authorized Participant by the redeeming shareholder. The Fund generally","page_number":78,"box":{"x":59,"y":845,"width":867,"height":13}},{"id":"39b23d4b-91af-415e-8562-c1c5374440f6","block_type":"box","text":"redeems Creation Units for cash. The Redemption Basket may also be modified to minimize the Cash Component by","page_number":78,"box":{"x":60,"y":860,"width":812,"height":13}},{"id":"00e96df3-d47a-45f5-a887-dcf42620ec36","block_type":"box","text":"redistributing the cash to the Fund Securities portion of the Redemption Basket through systematically rounding. The","page_number":78,"box":{"x":60,"y":875,"width":821,"height":13}},{"id":"34d77bf3-c1b3-4dd8-bbab-6ec2d42be18e","block_type":"box","text":"64","page_number":78,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"90e69cce-de6b-46af-80ae-f5198c382ca7","block_type":"box","text":"rounding methodology allows position sizes of securities in the Fund Securities to be “rounded up,” while limiting the","page_number":79,"box":{"x":60,"y":67,"width":820,"height":12}},{"id":"7fb4e4a6-b9e5-4073-9173-016fe9257987","block_type":"box","text":"maximum allowed percentage change in weight and share quantity of any given security in the Redemption Basket.","page_number":79,"box":{"x":60,"y":82,"width":807,"height":12}},{"id":"15f441be-7192-4360-825b-5bccc355a4d4","block_type":"box","text":"Redemption Baskets may also be modified to position a fund towards a forward index rebalance to reflect revisions that","page_number":79,"box":{"x":60,"y":97,"width":835,"height":12}},{"id":"1a17dd97-93f4-4bac-98db-a3853293bc6e","block_type":"box","text":"account for index additions, deletions, and re-weights.","page_number":79,"box":{"x":59,"y":112,"width":380,"height":12}},{"id":"49fa615d-d2b9-40af-9f03-dfcc6486a7b3","block_type":"box","text":"Cash Redemption Method.","page_number":79,"box":{"x":59,"y":138,"width":191,"height":13}},{"id":"5e741fdb-b2d5-4134-9b5c-02dabea68e7b","block_type":"box","text":"Although the Trust does not generally permit full cash redemptions of Creation Units of its","page_number":79,"box":{"x":263,"y":138,"width":633,"height":13}},{"id":"3a6ad7f0-1ae7-49d7-aa6e-ea83fdf9853e","block_type":"box","text":"funds, when partial or full cash redemptions of Creation Units are available or specified (","page_number":79,"box":{"x":59,"y":154,"width":616,"height":12}},{"id":"e59c84e0-6ad8-4907-9bd7-4847bb34c24a","block_type":"box","text":"e.g.,","page_number":79,"box":{"x":677,"y":157,"width":26,"height":9}},{"id":"ee72a580-fb26-43b7-b430-e3c82e030f5a","block_type":"box","text":"Creation Units of the Fund are","page_number":79,"box":{"x":709,"y":154,"width":210,"height":9}},{"id":"d7d2fb0b-5b9e-43ad-986a-4db58babf7e1","block_type":"box","text":"generally redeemed solely for cash), they will be effected in essentially the same manner as in-kind redemptions thereof. In","page_number":79,"box":{"x":59,"y":169,"width":858,"height":12}},{"id":"4361777d-1d35-45f5-93bf-f9fd3f4da6ff","block_type":"box","text":"the case of partial or full cash redemption, the Authorized Participant receives the cash equivalent of the Fund Securities it","page_number":79,"box":{"x":59,"y":184,"width":854,"height":12}},{"id":"4aec01aa-7498-46f4-bca1-fa6e7fb9036f","block_type":"box","text":"would otherwise receive through an in-kind redemption, plus the same Cash Amount to be paid to an in-kind redeemer.","page_number":79,"box":{"x":59,"y":199,"width":839,"height":12}},{"id":"55fc901a-2235-402e-983e-54375ef56b78","block_type":"box","text":"Costs Associated with Redemption Transactions.","page_number":79,"box":{"x":59,"y":225,"width":352,"height":13}},{"id":"97d672e7-00dc-447a-8c32-18e9ac6c99b7","block_type":"box","text":"A redemption transaction fee is imposed to offset transfer and other transaction costs that may be incurred by the Fund. The","page_number":79,"box":{"x":59,"y":252,"width":874,"height":12}},{"id":"4c660539-e919-4d71-997b-3306082f6f05","block_type":"box","text":"standard redemption transaction fee is charged to the Authorized Participant on the day such Authorized Participant redeems","page_number":79,"box":{"x":59,"y":267,"width":879,"height":12}},{"id":"ae0628d9-88f2-4690-acd7-9bb28cc5c212","block_type":"box","text":"a Creation Unit, and is the same regardless of the number of Creation Units redeemed by an Authorized Participant on the","page_number":79,"box":{"x":59,"y":282,"width":852,"height":12}},{"id":"c565afa0-a6c9-4575-988c-e3bfdaa59966","block_type":"box","text":"applicable Business Day.","page_number":79,"box":{"x":59,"y":297,"width":169,"height":13}},{"id":"61214910-10c6-476a-b396-35bfdcca2e2a","block_type":"box","text":"In order to defray transaction expenses for the Fund and protect against possible shareholder dilution, if a redemption","page_number":79,"box":{"x":60,"y":324,"width":824,"height":12}},{"id":"19565808-2403-49c8-8336-c165b8c30ac3","block_type":"box","text":"transaction consists solely or partially of cash, the Authorized Participant may also be required to cover (up to the maximum","page_number":79,"box":{"x":59,"y":339,"width":869,"height":12}},{"id":"73d14114-c0f1-475c-9cea-93a10462d8b8","block_type":"box","text":"amount shown below) certain brokerage, tax, foreign exchange, execution and other costs and expenses related to the","page_number":79,"box":{"x":59,"y":354,"width":832,"height":12}},{"id":"1b2dd0e9-316a-4d3a-bd34-bd872502d054","block_type":"box","text":"execution of trades resulting from such transaction (which may, in certain instances, be based on a good faith estimate of","page_number":79,"box":{"x":59,"y":369,"width":854,"height":12}},{"id":"c03f7da0-dbb4-4f5e-8bc1-983fac11aa88","block_type":"box","text":"transaction costs based on historical data or other inputs, at BlackRock’s discretion, and may include part or all of the spread","page_number":79,"box":{"x":59,"y":384,"width":873,"height":12}},{"id":"96957c6f-3182-4cfe-ad7a-0e9e97106b05","block_type":"box","text":"between the expected bid and offer side of the market and anticipated market impact). However, the Fund is not obligated to","page_number":79,"box":{"x":60,"y":399,"width":873,"height":13}},{"id":"5f4603a1-c16d-4c3b-b0e5-07f43106cb2b","block_type":"box","text":"trade identical securities to the securities identified by BlackRock in estimating these transaction and other costs and","page_number":79,"box":{"x":59,"y":414,"width":817,"height":13}},{"id":"01ebda9d-8ef3-4319-9c36-ef16e6ad2369","block_type":"box","text":"expenses. In certain cases, BlackRock or an affiliate may determine in its discretion to deviate from the regular charge,","page_number":79,"box":{"x":59,"y":429,"width":825,"height":13}},{"id":"9175cffa-98e0-4fd0-9bde-12d9049efa82","block_type":"box","text":"subject to the maximum amounts shown below.","page_number":79,"box":{"x":59,"y":445,"width":338,"height":12}},{"id":"7a695e33-0909-4625-86b7-e3ad4294eeaa","block_type":"box","text":"Authorized Participants will also bear the costs of transferring the Fund Securities from the Fund to their account on their","page_number":79,"box":{"x":59,"y":471,"width":850,"height":12}},{"id":"6c978a82-9b8e-4495-a17a-d01640591ca3","block_type":"box","text":"order. Certain fees/costs associated with redemption transactions may be waived in certain circumstances. Investors who","page_number":79,"box":{"x":59,"y":486,"width":852,"height":12}},{"id":"7929ca05-89f4-48be-9fa2-b903fb14ccef","block_type":"box","text":"use the services of a broker or other financial intermediary to dispose of Fund shares may be charged a fee for such services.","page_number":79,"box":{"x":60,"y":501,"width":870,"height":13}},{"id":"2a013292-d960-4a67-a4ae-281b202f6eff","block_type":"box","text":"The following table sets forth the Fund’s standard redemption transaction fees and maximum additional charge (as","page_number":79,"box":{"x":59,"y":528,"width":808,"height":12}},{"id":"3b738746-84b6-46ef-af1a-99d82a402662","block_type":"box","text":"described above):","page_number":79,"box":{"x":59,"y":543,"width":123,"height":12}},{"id":"303bbc33-a31c-43ef-8f27-6a684a8ce04d","block_type":"box","text":"Standard Redemption","page_number":79,"box":{"x":355,"y":572,"width":125,"height":10}},{"id":"85539847-a6b3-4de0-b351-f0fc29c32ff3","block_type":"box","text":"Transaction Fee","page_number":79,"box":{"x":372,"y":583,"width":91,"height":7}},{"id":"d3ea637c-7c60-4c09-8de8-5723ccb07dd7","block_type":"box","text":"Maximum Additional","page_number":79,"box":{"x":521,"y":572,"width":121,"height":8}},{"id":"b88707c5-831c-4924-b619-df300032c291","block_type":"box","text":"Charge*","page_number":79,"box":{"x":558,"y":583,"width":47,"height":9}},{"id":"e789a780-df9e-4c01-8e07-66234004db21","block_type":"box","text":"$700 2.0%","page_number":79,"box":{"x":401,"y":605,"width":205,"height":10}},{"id":"9d5f0a9b-3687-4ff6-8ec4-1444526bb65a","block_type":"box","text":"* As a percentage of the net asset value per Creation Unit, inclusive of the standard redemption transaction fee.","page_number":79,"box":{"x":89,"y":644,"width":628,"height":10}},{"id":"a375d3c9-13ad-4630-b419-3f7c87d824a1","block_type":"box","text":"Placement of Redemption Orders.","page_number":79,"box":{"x":60,"y":668,"width":243,"height":12}},{"id":"69732a65-8560-4623-8375-54d48326da1a","block_type":"box","text":"Redemption requests for Creation Units of the Fund must be submitted to the Distributor","page_number":79,"box":{"x":312,"y":668,"width":624,"height":12}},{"id":"b9297a90-6b11-4874-b9ac-cd2f1f51c3b9","block_type":"box","text":"or its agent by or through an Authorized Participant. An Authorized Participant must submit an irrevocable request to redeem","page_number":79,"box":{"x":59,"y":683,"width":877,"height":12}},{"id":"0d4ccb5d-849f-488a-90dc-2131f3b57b6b","block_type":"box","text":"shares of the Fund generally before 4:00 p.m., Eastern time on any Business Day in order to receive that day’s NAV. On days","page_number":79,"box":{"x":59,"y":698,"width":861,"height":12}},{"id":"08f0d9a6-f3c5-40ba-b680-cb5d584c9c8b","block_type":"box","text":"when the Listing Exchange closes earlier than normal, the Fund may require orders to redeem Creation Units to be placed","page_number":79,"box":{"x":59,"y":713,"width":850,"height":12}},{"id":"33a37d22-cbbf-4a67-9f99-3b07489d6d3e","block_type":"box","text":"earlier that day. Investors, other than Authorized Participants, are responsible for making arrangements for a redemption","page_number":79,"box":{"x":59,"y":728,"width":842,"height":12}},{"id":"aad2c8d8-55fc-479d-a39b-4229ab7ffaa5","block_type":"box","text":"request to be made through an Authorized Participant. The Distributor or its agent will provide a list of current Authorized","page_number":79,"box":{"x":60,"y":743,"width":851,"height":12}},{"id":"a86b115d-1148-485b-ada2-64a4f4a57e61","block_type":"box","text":"Participants upon request.","page_number":79,"box":{"x":60,"y":759,"width":182,"height":12}},{"id":"e5704df0-2419-4886-aba6-34759ef2f881","block_type":"box","text":"The Authorized Participant must transmit the request for redemption in the form required by the Fund to the Distributor or its","page_number":79,"box":{"x":59,"y":785,"width":879,"height":12}},{"id":"6420156c-722d-4dad-9159-a8982a7e0e00","block_type":"box","text":"agent in accordance with procedures set forth in the Authorized Participant Agreement. Investors should be aware that their","page_number":79,"box":{"x":59,"y":800,"width":870,"height":12}},{"id":"eecdd3f6-ced5-4fb7-b8e8-4a2eaef00743","block_type":"box","text":"particular broker may not have executed an Authorized Participant Agreement and that, therefore, requests to redeem","page_number":79,"box":{"x":59,"y":815,"width":825,"height":12}},{"id":"eb2edaa6-4dcb-4339-942d-abdd53fbc073","block_type":"box","text":"Creation Units may have to be placed by the investor’s broker through an Authorized Participant who has executed an","page_number":79,"box":{"x":59,"y":830,"width":824,"height":12}},{"id":"c163be47-f634-49de-b580-17ec3d242b36","block_type":"box","text":"Authorized Participant Agreement. At any time, only a limited number of broker-dealers will have an Authorized Participant","page_number":79,"box":{"x":59,"y":845,"width":861,"height":13}},{"id":"9df6321d-c42b-4103-a36b-feb777005d8f","block_type":"box","text":"Agreement in effect. Investors making a redemption request should be aware that such request must be in the form specified","page_number":79,"box":{"x":59,"y":860,"width":876,"height":13}},{"id":"f9fb6f84-4656-4947-844d-2d5ab9df6b3a","block_type":"box","text":"by such Authorized Participant. Investors making a request to redeem Creation Units should allow sufficient time to permit","page_number":79,"box":{"x":60,"y":875,"width":856,"height":13}},{"id":"e52cbad9-38f3-47f4-8156-33decf7af538","block_type":"box","text":"65","page_number":79,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"bd75e884-6f0a-4a58-a934-1f1a6e3f5cf8","block_type":"box","text":"proper submission of the request by an Authorized Participant and transfer of the shares to the Fund’s transfer agent; such","page_number":80,"box":{"x":59,"y":67,"width":858,"height":12}},{"id":"5c72c0de-56a8-4390-a5c6-528cf511337f","block_type":"box","text":"investors should allow for the additional time that may be required to effect redemptions through their banks, brokers or","page_number":80,"box":{"x":60,"y":82,"width":842,"height":12}},{"id":"f1fbeb11-3433-4f53-b9a5-f8febb1b34e8","block_type":"box","text":"other financial intermediaries if such intermediaries are not Authorized Participants.","page_number":80,"box":{"x":59,"y":97,"width":585,"height":12}},{"id":"5e0ec936-4b6b-49f3-b792-b298b37d4555","block_type":"box","text":"A redemption request is considered to be in “proper form” if: (i) an Authorized Participant has transferred or caused to be","page_number":80,"box":{"x":59,"y":123,"width":850,"height":13}},{"id":"2048a7f0-d869-4296-84bc-31cb71ad5e66","block_type":"box","text":"transferred to the Fund’s transfer agent the Creation Unit redeemed through the book-entry system of DTC so as to be","page_number":80,"box":{"x":59,"y":138,"width":829,"height":13}},{"id":"bd5d6a02-1452-4128-bfa0-5ca9115a1c7d","block_type":"box","text":"effective by the Listing Exchange closing time on any Business Day on which the redemption request is submitted; (ii) a","page_number":80,"box":{"x":59,"y":154,"width":834,"height":12}},{"id":"3bbc8270-6b77-4528-a951-355754aa1bac","block_type":"box","text":"request in form satisfactory to the Fund is received by the Distributor or its agent from the Authorized Participant on behalf of","page_number":80,"box":{"x":60,"y":169,"width":880,"height":12}},{"id":"dc5025b1-674f-49fb-bda4-0e6d5fc251d8","block_type":"box","text":"itself or another redeeming investor within the time periods specified above; and (iii) all other procedures set forth in the","page_number":80,"box":{"x":60,"y":184,"width":841,"height":12}},{"id":"81556dbc-00f8-49d1-8f15-4546c83db1eb","block_type":"box","text":"Authorized Participant Agreement are properly followed.","page_number":80,"box":{"x":59,"y":199,"width":394,"height":12}},{"id":"adac6741-1976-4a55-ba1c-1ae60210ce25","block_type":"box","text":"Upon receiving a redemption request, the Distributor or its agent shall notify the Fund and the Fund’s transfer agent of such","page_number":80,"box":{"x":60,"y":225,"width":867,"height":13}},{"id":"23daf556-fa7b-41a0-9df7-cf84333be1ea","block_type":"box","text":"redemption request. The tender of an investor’s shares for redemption and the distribution of the securities and/or cash","page_number":80,"box":{"x":60,"y":240,"width":839,"height":13}},{"id":"07999383-25f6-4c92-a6c2-4728796c52dd","block_type":"box","text":"included in the redemption payment made in respect of Creation Units redeemed will be made through DTC and the relevant","page_number":80,"box":{"x":60,"y":256,"width":873,"height":12}},{"id":"c6325b00-4216-4867-b95c-ae337b834cd9","block_type":"box","text":"Authorized Participant to the Beneficial Owner thereof as recorded on the book-entry system of DTC or the DTC Participant","page_number":80,"box":{"x":59,"y":271,"width":862,"height":12}},{"id":"4d33778f-60de-4e01-8987-3c180a00f1b0","block_type":"box","text":"through which such investor holds, as the case may be, or by such other means specified by the Authorized Participant","page_number":80,"box":{"x":59,"y":286,"width":832,"height":12}},{"id":"0486bc77-2014-4b1c-8854-6903b329fee5","block_type":"box","text":"submitting the redemption request.","page_number":80,"box":{"x":59,"y":301,"width":248,"height":12}},{"id":"d321cb3c-5578-4879-b1fc-d44073cac333","block_type":"box","text":"A redeeming Authorized Participant, whether on its own account or acting on behalf of a Beneficial Owner, must maintain","page_number":80,"box":{"x":59,"y":327,"width":854,"height":13}},{"id":"8c5dcf11-8fc5-4afe-b224-3f88cde66da0","block_type":"box","text":"appropriate security arrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction in","page_number":80,"box":{"x":59,"y":343,"width":837,"height":12}},{"id":"71c99a44-024d-46fc-977c-3ec49b9520f8","block_type":"box","text":"which any of the portfolio securities are customarily traded, to which account such portfolio securities will be delivered.","page_number":80,"box":{"x":59,"y":358,"width":836,"height":12}},{"id":"484d85e6-51dc-44a4-bad3-dd6ffffb7833","block_type":"box","text":"Deliveries of redemption proceeds by the Fund are generally made within one Business Day (","page_number":80,"box":{"x":60,"y":384,"width":648,"height":12}},{"id":"95d07fa4-a43b-4ed6-b562-ec8a11c3e7fb","block_type":"box","text":"i.e.","page_number":80,"box":{"x":709,"y":385,"width":17,"height":9}},{"id":"d37cbf1b-cdc4-405a-b986-109a1a2dd2b3","block_type":"box","text":", “T+1”). However, the Fund","page_number":80,"box":{"x":729,"y":384,"width":191,"height":12}},{"id":"1c759f71-1798-4a2e-bb84-0ed68d782420","block_type":"box","text":"reserves the right to settle deliveries of redemption proceeds on a different basis, if necessary or appropriate under the","page_number":80,"box":{"x":60,"y":399,"width":826,"height":13}},{"id":"ac7e0a13-149b-4625-b175-546118076849","block_type":"box","text":"circumstances and compliant with applicable law. These circumstances may include, among others, accommodating non","page_number":80,"box":{"x":59,"y":414,"width":858,"height":13}},{"id":"cd561d7b-29ac-4c17-941c-dbe74e24a8d1","block_type":"box","text":"U.S. market holiday schedules and accounting for different treatment among non-U.S. and U.S. markets of dividend record","page_number":80,"box":{"x":60,"y":429,"width":855,"height":13}},{"id":"7d4e1877-7bcc-444c-adce-a43d9ef66f1f","block_type":"box","text":"dates and dividend ex-dates (","page_number":80,"box":{"x":59,"y":445,"width":207,"height":12}},{"id":"ac373538-0513-43cb-adbb-e0fb1857f950","block_type":"box","text":"i.e","page_number":80,"box":{"x":267,"y":446,"width":15,"height":8}},{"id":"3f377b1b-2ce1-46e4-a71f-94c7343d4cc1","block_type":"box","text":"., the last date the holder of a security can sell the security and still receive dividends payable","page_number":80,"box":{"x":283,"y":445,"width":646,"height":12}},{"id":"adc13975-fd8c-4841-be7e-4954c37254c3","block_type":"box","text":"on the security).","page_number":80,"box":{"x":59,"y":460,"width":113,"height":12}},{"id":"b5592a0a-208b-4905-8dd2-da157c337aa3","block_type":"box","text":"If neither the Authorized Participant nor the Beneficial Owner on whose behalf the Authorized Participant is acting has","page_number":80,"box":{"x":60,"y":486,"width":826,"height":12}},{"id":"8ccec417-5ed1-4358-a425-3c474dea8bdb","block_type":"box","text":"appropriate arrangements to take delivery of Fund Securities in the applicable non-U.S. jurisdiction and it is not possible to","page_number":80,"box":{"x":59,"y":501,"width":857,"height":13}},{"id":"03a1b4e7-fa23-4d2e-b1bd-6db99900c706","block_type":"box","text":"make other such arrangements, or if it is not possible to effect deliveries of Fund Securities in such jurisdiction, the Fund may","page_number":80,"box":{"x":60,"y":516,"width":875,"height":13}},{"id":"adb8c214-5969-4e48-a4ed-a2de43fb4b21","block_type":"box","text":"in its discretion exercise its option to redeem such shares in cash, and the redeeming Beneficial Owner will be required to","page_number":80,"box":{"x":60,"y":531,"width":846,"height":13}},{"id":"ffd7db3b-9c74-4da5-aac1-c7e7eca4f021","block_type":"box","text":"receive its redemption proceeds in cash. In such case, the investor will receive a cash payment equal to the net asset value of","page_number":80,"box":{"x":60,"y":547,"width":872,"height":12}},{"id":"2d3054c0-23e5-466c-acf6-7e1ed87280e3","block_type":"box","text":"its shares based on the NAV of the Fund next determined after the redemption request is received in proper form (minus a","page_number":80,"box":{"x":60,"y":562,"width":853,"height":12}},{"id":"85e9b472-2718-47ec-a356-c370187510e8","block_type":"box","text":"redemption transaction fee and additional charges specified above to offset the Fund’s brokerage and other transaction costs","page_number":80,"box":{"x":60,"y":577,"width":876,"height":12}},{"id":"ac6563e0-060f-428c-87ee-762d986ed37f","block_type":"box","text":"associated with the disposition of Fund Securities). Redemptions of shares for Fund Securities will be subject to compliance","page_number":80,"box":{"x":59,"y":592,"width":865,"height":12}},{"id":"afcd6940-be02-4810-a04f-f96ab664a8ec","block_type":"box","text":"with applicable U.S. federal and state securities laws and the Fund (whether or not it otherwise permits cash redemptions)","page_number":80,"box":{"x":59,"y":607,"width":856,"height":12}},{"id":"657dc721-ee8a-40c6-a650-31cdff6b67fc","block_type":"box","text":"reserves the right to redeem Creation Units for cash to the extent that the Fund cannot lawfully deliver specific Fund","page_number":80,"box":{"x":60,"y":622,"width":811,"height":13}},{"id":"216359d9-07d8-475e-9edc-680b0f2cae58","block_type":"box","text":"Securities upon redemptions or cannot do so without first registering the Fund Securities under such laws.","page_number":80,"box":{"x":59,"y":637,"width":746,"height":13}},{"id":"5a5112e1-8357-483e-a000-fd2bcbcd40d2","block_type":"box","text":"Although the Trust does not ordinarily permit cash redemptions of Creation Units (except that, as noted above, Creation","page_number":80,"box":{"x":59,"y":664,"width":840,"height":12}},{"id":"c446a891-f99b-459d-80bd-e9f2a2dff4c0","block_type":"box","text":"Units of the Fund generally will be redeemed for cash), in the event that cash redemptions are permitted or required by the","page_number":80,"box":{"x":60,"y":679,"width":857,"height":12}},{"id":"2b702682-ec48-4917-aa1a-62e7ea9bf344","block_type":"box","text":"Trust, proceeds will be paid to the Authorized Participant redeeming shares as soon as practicable after the date of","page_number":80,"box":{"x":59,"y":694,"width":803,"height":12}},{"id":"c1c8cb10-f817-4c41-a8df-6121c3235413","block_type":"box","text":"redemption (within seven calendar days thereafter). If the Fund includes a foreign investment in its basket, and if a local","page_number":80,"box":{"x":60,"y":709,"width":836,"height":12}},{"id":"130d132f-5422-45b2-8e1f-35c6a88aab4c","block_type":"box","text":"market holiday, or series of consecutive holidays, or the extended delivery cycles for transferring foreign investments to","page_number":80,"box":{"x":60,"y":724,"width":831,"height":13}},{"id":"4ca12b7a-67bb-4970-828b-c290af428eb5","block_type":"box","text":"redeeming Authorized Participants prevents timely delivery of the foreign investment in response to a redemption request,","page_number":80,"box":{"x":60,"y":739,"width":854,"height":13}},{"id":"4c79bc16-adbb-411b-b17b-b973ffa3c4dc","block_type":"box","text":"the Fund may delay delivery of the foreign investment more than seven days if the Fund delivers the foreign investment as","page_number":80,"box":{"x":59,"y":754,"width":853,"height":13}},{"id":"b59afac9-80b4-47e6-a4ed-30e50dca13a8","block_type":"box","text":"soon as practicable, but in no event later than 15 days.","page_number":80,"box":{"x":59,"y":770,"width":381,"height":12}},{"id":"3fb1c56c-4a87-415d-837d-9fabe60a860a","block_type":"box","text":"To the extent contemplated by an Authorized Participant’s agreement with the Distributor or its agent, in the event an","page_number":80,"box":{"x":59,"y":796,"width":824,"height":12}},{"id":"58c911bb-7292-481e-93d3-a43baa0f66e3","block_type":"box","text":"Authorized Participant has submitted a redemption request in proper form but is unable to transfer all or part of the Creation","page_number":80,"box":{"x":59,"y":811,"width":871,"height":13}},{"id":"db21bd7c-e458-4a17-8c38-eaf5f8009087","block_type":"box","text":"Unit to be redeemed to the Fund, at or prior to the time specified by the Fund or its custodian on the Business Day after the","page_number":80,"box":{"x":60,"y":826,"width":861,"height":13}},{"id":"9040e6ff-7b76-48bf-8b3d-6e86a3ce1324","block_type":"box","text":"date of submission of such redemption request, the Distributor or its agent will accept the redemption request in reliance on","page_number":80,"box":{"x":59,"y":841,"width":871,"height":13}},{"id":"22107a15-3953-450c-8aa6-b44d81f49f5c","block_type":"box","text":"the undertaking by the Authorized Participant to deliver the missing shares as soon as possible. Such undertaking shall be","page_number":80,"box":{"x":59,"y":857,"width":852,"height":12}},{"id":"a7fa802d-02c6-40e8-b4e2-5d1e1348edf3","block_type":"box","text":"secured by the Authorized Participant’s delivery and maintenance of collateral as set forth in the handbook for Authorized","page_number":80,"box":{"x":59,"y":872,"width":851,"height":12}},{"id":"f82c5694-0a0d-45c5-a8b5-919f16d14444","block_type":"box","text":"Participants. Such collateral must be delivered no later than the time specified by the Fund or its custodian on the Business","page_number":80,"box":{"x":60,"y":887,"width":857,"height":12}},{"id":"cf1030c3-02dd-4a72-bb3d-93a71bce86fe","block_type":"box","text":"66","page_number":80,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"fc2faa91-f5ad-4a48-b2c6-2ec31795168d","block_type":"box","text":"Day after the date of submission of such redemption request and shall be held by State Street and marked-to-market daily.","page_number":81,"box":{"x":60,"y":67,"width":857,"height":12}},{"id":"3ccdaf2d-e5f1-48f6-832e-94de78556a7c","block_type":"box","text":"The fees of State Street and any sub-custodians in respect of the delivery, maintenance and redelivery of the collateral shall","page_number":81,"box":{"x":59,"y":82,"width":859,"height":12}},{"id":"62ef46b4-a405-438f-8666-9473008cf2e1","block_type":"box","text":"be payable by the Authorized Participant. The Authorized Participant Agreement permits the Fund to acquire shares of the","page_number":81,"box":{"x":60,"y":97,"width":853,"height":12}},{"id":"e16deeec-6a53-4263-beb1-0c0e7320572a","block_type":"box","text":"Fund at any time and subjects the Authorized Participant to liability for any shortfall between the aggregate of the cost to the","page_number":81,"box":{"x":60,"y":112,"width":874,"height":12}},{"id":"f911f66f-efc6-41a7-9a6f-4fb33901c454","block_type":"box","text":"Fund of purchasing such shares, plus the value of the Cash Amount, and the value of the collateral together with liability for","page_number":81,"box":{"x":60,"y":127,"width":866,"height":12}},{"id":"b049a2d1-443b-4cb4-9909-d78217cc59fb","block_type":"box","text":"related brokerage and other charges.","page_number":81,"box":{"x":60,"y":142,"width":256,"height":13}},{"id":"db498f51-dead-4af4-ab0d-3ea1b040c99a","block_type":"box","text":"Because the portfolio securities or other assets of the Fund may trade on exchange(s) on days that the Listing Exchange is","page_number":81,"box":{"x":60,"y":169,"width":855,"height":12}},{"id":"4c821087-7fbc-45ea-bcb2-7acbd060841c","block_type":"box","text":"closed or are otherwise not Business Days for the Fund, shareholders may not be able to redeem their shares of the Fund or","page_number":81,"box":{"x":59,"y":184,"width":866,"height":12}},{"id":"aafaff8a-b6eb-4839-9bba-85fed904994b","block_type":"box","text":"purchase or sell shares of the Fund on the Listing Exchange on days when the NAV of the Fund could be significantly affected","page_number":81,"box":{"x":59,"y":199,"width":878,"height":12}},{"id":"e3879562-75e9-4008-9092-b21dfc8c34f3","block_type":"box","text":"by events in the relevant non-U.S. markets.","page_number":81,"box":{"x":60,"y":214,"width":297,"height":12}},{"id":"c5fe94b2-3538-485a-87ea-baf98ca486d9","block_type":"box","text":"The right of redemption may be suspended or the date of payment postponed with respect to the Fund: (i) for any period","page_number":81,"box":{"x":59,"y":240,"width":849,"height":13}},{"id":"922dcd91-c81b-418f-a591-6e956768030e","block_type":"box","text":"during which the Listing Exchange is closed (other than customary weekend and holiday closings); (ii) for any period during","page_number":81,"box":{"x":59,"y":256,"width":868,"height":12}},{"id":"bc301405-c871-4067-9a63-f9c219af19f7","block_type":"box","text":"which trading on the Listing Exchange is suspended or restricted; (iii) for any period during which an emergency exists as a","page_number":81,"box":{"x":59,"y":271,"width":862,"height":12}},{"id":"6d0e7362-ed2a-4b63-8cf9-ed8286b8fb7a","block_type":"box","text":"result of which disposal of the shares of the Fund’s portfolio securities or determination of its NAV is not reasonably","page_number":81,"box":{"x":60,"y":286,"width":809,"height":12}},{"id":"dfb0a644-b682-486e-bc2a-82fed78f76c8","block_type":"box","text":"practicable; or (iv) in such other circumstance as is permitted by the SEC.","page_number":81,"box":{"x":59,"y":301,"width":511,"height":12}},{"id":"619de2c3-b537-42d6-8840-60aaf6c50607","block_type":"box","text":"Custom Baskets.","page_number":81,"box":{"x":59,"y":327,"width":118,"height":10}},{"id":"efd5f874-fec5-4500-9984-f58f98d2a890","block_type":"box","text":"Creation and Redemption baskets may differ and the Fund will accept “custom baskets.” A custom basket","page_number":81,"box":{"x":187,"y":327,"width":739,"height":13}},{"id":"3ac0618a-1c47-46e3-8ad0-915e7bcbbe98","block_type":"box","text":"may include any of the following: (i) a basket that is composed of a non-representative selection of the Fund’s portfolio","page_number":81,"box":{"x":60,"y":343,"width":832,"height":12}},{"id":"24a71feb-40d4-4c4a-a889-8fb055430caf","block_type":"box","text":"holdings; (ii) a representative basket that is different from the initial basket used in transactions on the same business day; or","page_number":81,"box":{"x":60,"y":358,"width":872,"height":12}},{"id":"ebd10086-7f22-461a-9686-0301d2a93996","block_type":"box","text":"(iii) a basket that contains bespoke cash substitutions for a single Authorized Participant. The Fund has adopted policies and","page_number":81,"box":{"x":60,"y":373,"width":870,"height":12}},{"id":"18bd7a73-b8df-47b4-b92f-fce66475f14a","block_type":"box","text":"procedures that govern the construction and acceptance of baskets, including heightened requirements for certain types of","page_number":81,"box":{"x":59,"y":388,"width":866,"height":12}},{"id":"5bba1667-4548-4978-a499-b66bc79fbedb","block_type":"box","text":"custom baskets. Such policies and procedures provide the parameters for the construction and acceptance of custom","page_number":81,"box":{"x":59,"y":403,"width":824,"height":12}},{"id":"5fd8a9c2-ec62-4431-9c5b-47fb073fae83","block_type":"box","text":"baskets that are in the best interests of the Fund and its shareholders, establish processes for revisions to, or deviations from,","page_number":81,"box":{"x":60,"y":418,"width":873,"height":12}},{"id":"4bef1c86-07e9-46d6-ace4-6939726048b7","block_type":"box","text":"such parameters, and specify the titles and roles of the employees of BFA who are required to review each custom basket for","page_number":81,"box":{"x":59,"y":433,"width":872,"height":13}},{"id":"4c25a428-8758-4c80-9eb2-e0ddbc7bbf55","block_type":"box","text":"compliance with those parameters. In addition, when constructing custom baskets for redemptions, the tax efficiency of the","page_number":81,"box":{"x":59,"y":448,"width":870,"height":13}},{"id":"65ff7f5a-f967-41ee-9673-faa4d97fe442","block_type":"box","text":"Fund may be taken into account. The policies and procedures distinguish among different types of custom baskets that may","page_number":81,"box":{"x":60,"y":463,"width":870,"height":13}},{"id":"0a66cf8b-a21b-4e66-8b54-fd3a5d73316c","block_type":"box","text":"be used for the Fund and impose different requirements for different types of custom baskets in order to seek to mitigate","page_number":81,"box":{"x":60,"y":479,"width":845,"height":12}},{"id":"d7337bbd-6473-43da-8455-7847e3661b76","block_type":"box","text":"against potential risks of conflicts and/or overreaching by an Authorized Participant. BlackRock has established a governance","page_number":81,"box":{"x":59,"y":494,"width":877,"height":12}},{"id":"07c3f6b8-45d1-40e0-a72d-d60d93017612","block_type":"box","text":"process to oversee basket compliance for the Fund, as set forth in the Fund’s policies and procedures.","page_number":81,"box":{"x":59,"y":509,"width":711,"height":12}},{"id":"8ac92986-6564-4f9d-bd5c-748adf8f1347","block_type":"box","text":"Taxation on Creations and Redemptions of Creation Units.","page_number":81,"box":{"x":58,"y":535,"width":419,"height":13}},{"id":"24ba3019-4f1d-40dd-b5e9-2967259df55a","block_type":"box","text":"An Authorized Participant generally will recognize either gain or","page_number":81,"box":{"x":490,"y":535,"width":445,"height":13}},{"id":"64ee4429-8693-4eda-86b5-9ce143895a43","block_type":"box","text":"loss upon the exchange of Deposit Securities for Creation Units. This gain or loss is calculated by taking the market value of","page_number":81,"box":{"x":60,"y":550,"width":864,"height":13}},{"id":"7c3ceef3-1a68-4ea6-ad2e-2cfc48bfbbe4","block_type":"box","text":"the Creation Units purchased over the Authorized Participant’s aggregate basis in the Deposit Securities exchanged therefor.","page_number":81,"box":{"x":59,"y":566,"width":868,"height":12}},{"id":"dbaa12e7-2c7e-454a-a95d-90f19e1bb01b","block_type":"box","text":"However, the IRS may apply the wash sales rules to determine that any loss realized upon the exchange of Deposit Securities","page_number":81,"box":{"x":60,"y":581,"width":870,"height":12}},{"id":"53813e0a-0a4a-49a8-aed6-d65949a9eeb9","block_type":"box","text":"for Creation Units is not currently deductible. Authorized Participants should consult their own tax advisors.","page_number":81,"box":{"x":59,"y":596,"width":752,"height":12}},{"id":"a6291dee-17ad-4073-837a-736e84701728","block_type":"box","text":"Current U.S. federal income tax laws dictate that capital gain or loss realized from the redemption of Creation Units will","page_number":81,"box":{"x":59,"y":622,"width":830,"height":13}},{"id":"c31457cf-08f5-408d-9c5a-2cdb83f26c3d","block_type":"box","text":"generally create long-term capital gain or loss if the Authorized Participant holds the Creation Units for more than one year,","page_number":81,"box":{"x":59,"y":637,"width":862,"height":13}},{"id":"04f40301-428b-4e79-b485-9530868b1014","block_type":"box","text":"or short-term capital gain or loss if the Creation Units were held for one year or less, if the Creation Units are held as capital","page_number":81,"box":{"x":59,"y":652,"width":860,"height":13}},{"id":"97addc66-80dc-4bc0-857b-49952cdb4531","block_type":"box","text":"assets.","page_number":81,"box":{"x":59,"y":669,"width":46,"height":8}},{"id":"67976dce-2809-49a1-bbf8-44786ce89e73","block_type":"box","text":"67","page_number":81,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"09d5fb46-e555-495e-89fe-b7ef2c293756","block_type":"box","text":"Taxes","page_number":82,"box":{"x":59,"y":69,"width":93,"height":21}},{"id":"bb2a1b07-3197-44da-abdd-9b992d5a506e","block_type":"box","text":"The following is a summary of certain material U.S. federal income tax considerations regarding the purchase, ownership and","page_number":82,"box":{"x":59,"y":108,"width":877,"height":13}},{"id":"41361853-a5ab-4f82-9a04-e3a0bdb3387e","block_type":"box","text":"disposition of shares of the Fund. This summary does not address all of the potential U.S. federal income tax consequences","page_number":82,"box":{"x":59,"y":123,"width":862,"height":13}},{"id":"bf3cb895-3301-4f34-8efb-b8e85686f0f9","block_type":"box","text":"that may be applicable to the Fund or to all categories of investors, some of which may be subject to special tax rules.","page_number":82,"box":{"x":59,"y":138,"width":823,"height":13}},{"id":"bc71be90-1a42-4457-9e58-ba30e3fb26de","block_type":"box","text":"Current and prospective shareholders are urged to consult their own tax advisors with respect to the specific U.S. federal,","page_number":82,"box":{"x":59,"y":154,"width":847,"height":12}},{"id":"b527ff28-30fc-44bf-b346-717cd4fbb09b","block_type":"box","text":"state, local and non-U.S. tax consequences of investing in the Fund. The summary is based on the laws and judicial and","page_number":82,"box":{"x":59,"y":169,"width":835,"height":12}},{"id":"448b56f8-b168-4ce1-b123-c664b259aaff","block_type":"box","text":"administrative interpretations thereof in effect on the date of this SAI, all of which are subject to change, possibly with","page_number":82,"box":{"x":59,"y":184,"width":825,"height":12}},{"id":"20362115-8139-4dcb-b8c8-dda2dd9a5395","block_type":"box","text":"retroactive effect.","page_number":82,"box":{"x":60,"y":199,"width":119,"height":10}},{"id":"940098b9-f00b-420f-ab00-a027eaf39de3","block_type":"box","text":"Regulated Investment Company Qualifications.","page_number":82,"box":{"x":60,"y":225,"width":338,"height":13}},{"id":"5993ec10-94bb-4c80-94f8-f9fdf01ed3fb","block_type":"box","text":"The Fund intends to qualify for treatment as a separate RIC under","page_number":82,"box":{"x":406,"y":225,"width":460,"height":13}},{"id":"af8398e7-fdd1-4d15-9657-9cb78bd4fc19","block_type":"box","text":"Subchapter M of the Internal Revenue Code. To qualify for treatment as a RIC, the Fund must annually distribute at least 90%","page_number":82,"box":{"x":59,"y":240,"width":877,"height":13}},{"id":"ed6a64c3-6b8d-419a-9698-39e0448c9b55","block_type":"box","text":"of its investment company taxable income (which includes dividends, interest and net short-term capital gains) and meet","page_number":82,"box":{"x":59,"y":256,"width":851,"height":12}},{"id":"6e6b326e-c40d-49e1-9d44-6c4d34cc8351","block_type":"box","text":"several other requirements. Among such other requirements are the following: (i) at least 90% of the Fund’s annual gross","page_number":82,"box":{"x":59,"y":271,"width":851,"height":12}},{"id":"457c4b8e-8375-46fc-a96c-5d89567311cc","block_type":"box","text":"income must be derived from dividends, interest, payments with respect to securities loans, gains from the sale or other","page_number":82,"box":{"x":60,"y":286,"width":838,"height":12}},{"id":"9fa81101-266c-4609-b397-952009032273","block_type":"box","text":"disposition of stock or securities or non-U.S. currencies, other income (including, but not limited to, gains from options,","page_number":82,"box":{"x":59,"y":301,"width":837,"height":12}},{"id":"94b535cd-4faa-497e-b862-5a5326db61a1","block_type":"box","text":"futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies, and net","page_number":82,"box":{"x":59,"y":316,"width":867,"height":12}},{"id":"bb11895b-02d8-46f3-a54a-a6190875eb14","block_type":"box","text":"income derived from interests in qualified publicly-traded partnerships (","page_number":82,"box":{"x":60,"y":331,"width":502,"height":13}},{"id":"dd906f14-cb78-4901-913f-789e931a5831","block_type":"box","text":"i.e.,","page_number":82,"box":{"x":563,"y":332,"width":21,"height":11}},{"id":"6b5217c3-8ca7-4e11-aff6-fc6a9d36a540","block_type":"box","text":"partnerships that are traded on an established","page_number":82,"box":{"x":591,"y":331,"width":321,"height":13}},{"id":"fb8ecfed-03c9-4839-af51-bfe05f3d1060","block_type":"box","text":"securities market or tradable on a secondary market, other than partnerships that derive at least 90% of their income from","page_number":82,"box":{"x":59,"y":346,"width":858,"height":13}},{"id":"8393967c-5771-445d-84f1-6743ca98bf6d","block_type":"box","text":"interest, dividends, capital gains and other traditionally permitted RIC income); and (ii) at the close of each quarter of the","page_number":82,"box":{"x":60,"y":361,"width":845,"height":13}},{"id":"dda6dff1-2b96-4b37-9df5-2a658b6a06f2","block_type":"box","text":"Fund’s taxable year, (a) at least 50% of the market value of the Fund’s total assets must be represented by cash and cash","page_number":82,"box":{"x":60,"y":377,"width":845,"height":12}},{"id":"cc32d8a7-9c44-4a78-86d8-d36a81e75970","block_type":"box","text":"items, U.S. government securities, securities of other RICs and other securities, with such other securities limited for purposes","page_number":82,"box":{"x":60,"y":392,"width":878,"height":12}},{"id":"3ad5b1a4-9bc5-43c1-b49a-9911a9634f77","block_type":"box","text":"of this calculation in respect of any one issuer to an amount not greater than 5% of the value of the Fund’s assets and not","page_number":82,"box":{"x":59,"y":407,"width":854,"height":12}},{"id":"9121a3bf-978c-4842-aedf-d9572cc8d501","block_type":"box","text":"greater than 10% of the outstanding voting securities of such issuer, and (b) not more than 25% of the value of the Fund’s","page_number":82,"box":{"x":59,"y":422,"width":858,"height":12}},{"id":"625a9773-8738-4b9c-93d1-c8b336b54db6","block_type":"box","text":"total assets may be invested in the securities (other than U.S. government securities or the securities of other RICs) of any","page_number":82,"box":{"x":59,"y":437,"width":851,"height":12}},{"id":"37113860-e8ed-4f8c-8219-15f67b36b682","block_type":"box","text":"one issuer, of two or more issuers of which 20% or more of the voting stock is held by the Fund and that are engaged in the","page_number":82,"box":{"x":59,"y":452,"width":866,"height":12}},{"id":"28b5132b-b95d-4fcf-ad4a-6d5d77b5b7a3","block_type":"box","text":"same or similar trades or businesses or related trades or businesses, or the securities of one or more qualified publicly-traded","page_number":82,"box":{"x":59,"y":467,"width":875,"height":13}},{"id":"b63e5b1d-24f1-45cb-b73d-67958f0d69cb","block_type":"box","text":"partnerships.","page_number":82,"box":{"x":59,"y":482,"width":91,"height":13}},{"id":"def7a2c4-a46a-436e-ab51-636d992e238b","block_type":"box","text":"The Fund may be able to cure a failure to derive at least 90% of its income from the sources specified above or a failure to","page_number":82,"box":{"x":59,"y":509,"width":852,"height":12}},{"id":"b1495271-fb8d-4fe5-8947-0a5d37cccdc7","block_type":"box","text":"diversify its holdings in the manner described above by paying a tax and/or by disposing of certain assets. If, in any taxable","page_number":82,"box":{"x":59,"y":524,"width":858,"height":12}},{"id":"136e14e9-1531-45a1-8042-76b45c9fc168","block_type":"box","text":"year, the Fund fails one of these tests and does not timely cure the failure, the Fund will be taxed in the same manner as an","page_number":82,"box":{"x":59,"y":539,"width":859,"height":12}},{"id":"7baec501-12c4-41b5-8076-b8aee623b980","block_type":"box","text":"ordinary corporation and distributions to its shareholders will not be deductible by the Fund in computing its taxable income.","page_number":82,"box":{"x":59,"y":554,"width":876,"height":13}},{"id":"dbe167a0-8126-4aaf-94e7-b68a4391b14e","block_type":"box","text":"Although, in general, the passive loss rules of the Internal Revenue Code do not apply to RICs, such rules do apply to a RIC","page_number":82,"box":{"x":59,"y":581,"width":854,"height":12}},{"id":"9e9951c1-1f3b-416b-b66f-e623579a9130","block_type":"box","text":"with respect to items attributable to interests in qualified publicly-traded partnerships. The Fund’s investments in","page_number":82,"box":{"x":59,"y":596,"width":791,"height":12}},{"id":"dc29d385-f6c6-459a-aa76-10d30149bb51","block_type":"box","text":"partnerships, including in qualified publicly-traded partnerships, may result in the Fund being subject to state, local, or non","page_number":82,"box":{"x":59,"y":611,"width":865,"height":12}},{"id":"43cdc0e1-e81d-440d-86a9-255379b37bda","block_type":"box","text":"U.S. income, franchise or withholding tax liabilities.","page_number":82,"box":{"x":60,"y":626,"width":355,"height":12}},{"id":"29fd5387-6162-4bac-bc2c-085692da9b1f","block_type":"box","text":"Taxation of RICs.","page_number":82,"box":{"x":58,"y":652,"width":121,"height":10}},{"id":"3b15ace3-b673-4017-bd26-340a6dccec9e","block_type":"box","text":"As a RIC, the Fund will not be subject to U.S. federal income tax on the portion of its taxable investment","page_number":82,"box":{"x":188,"y":652,"width":725,"height":13}},{"id":"d9712cb1-707e-40b0-8a99-9e82a4bb28cd","block_type":"box","text":"income and capital gains that it distributes to its shareholders, provided that it satisfies a minimum distribution requirement.","page_number":82,"box":{"x":60,"y":668,"width":870,"height":12}},{"id":"b1795cb7-83e6-46c1-a815-4e8685bfe295","block_type":"box","text":"To satisfy the minimum distribution requirement, the Fund must distribute to its shareholders at least the sum of (i) 90% of","page_number":82,"box":{"x":59,"y":683,"width":867,"height":12}},{"id":"92663ddd-403b-40d8-9f63-eabbf6f7ed05","block_type":"box","text":"its “investment company taxable income” (i.e., income other than the excess of its net realized long-term capital gain over its","page_number":82,"box":{"x":60,"y":698,"width":873,"height":12}},{"id":"44810353-43ff-4ec2-a70e-1fb9c6a79d52","block_type":"box","text":"net realized short-term capital loss), plus or minus certain adjustments, and (ii) 90% of its net tax-exempt income for the","page_number":82,"box":{"x":60,"y":713,"width":847,"height":12}},{"id":"e5d4e3c0-31dc-4141-acf7-243276c47332","block_type":"box","text":"taxable year. The Fund will be subject to income tax at regular corporate rates on any taxable income or gains that it does not","page_number":82,"box":{"x":59,"y":728,"width":879,"height":12}},{"id":"64ac897d-df6d-41a6-b17a-930d37d9a609","block_type":"box","text":"distribute to its shareholders. If the Fund fails to qualify for any taxable year as a RIC or fails to meet the distribution","page_number":82,"box":{"x":59,"y":743,"width":807,"height":12}},{"id":"ce0122ec-7d33-43e4-9ebf-9f97fe143d6b","block_type":"box","text":"requirement, all of its taxable income will be subject to tax at regular corporate income tax rates without any deduction for","page_number":82,"box":{"x":60,"y":758,"width":858,"height":13}},{"id":"1a8be266-50b2-4b55-9482-61397b0a87cc","block_type":"box","text":"distributions to shareholders, and such distributions generally will be taxable to shareholders as ordinary dividends to the","page_number":82,"box":{"x":59,"y":773,"width":849,"height":13}},{"id":"61eba20e-c2cd-439a-99dd-0cb220ed40dd","block_type":"box","text":"extent of the Fund’s current and accumulated earnings and profits. In such event, distributions to individuals should be","page_number":82,"box":{"x":59,"y":788,"width":834,"height":13}},{"id":"ce75fb4c-d690-43c2-85f9-25899700907c","block_type":"box","text":"eligible to be treated as qualified dividend income and distributions to corporate shareholders generally should be eligible for","page_number":82,"box":{"x":59,"y":804,"width":874,"height":12}},{"id":"e6d79e5e-4bdf-44ac-a1d1-1187d4a4a874","block_type":"box","text":"the dividends received deduction. Although the Fund intends to distribute substantially all of its net investment income and","page_number":82,"box":{"x":59,"y":819,"width":864,"height":12}},{"id":"e7588f3e-2d6f-456e-8040-0520cb014696","block_type":"box","text":"its capital gains for each taxable year, the Fund may decide to retain a portion of its income or gains. The Fund will be subject","page_number":82,"box":{"x":60,"y":834,"width":876,"height":12}},{"id":"d3afd1e4-9ce0-4a88-a02d-84d75b77b1f0","block_type":"box","text":"to U.S. federal income taxation and excise taxation (as described below) to the extent it does not distribute all (or, in the case","page_number":82,"box":{"x":59,"y":849,"width":874,"height":12}},{"id":"a537de7f-3e89-4280-bbe1-5845cb3895bf","block_type":"box","text":"68","page_number":82,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"1778e15a-a1d7-4f31-b648-efff77bafb0d","block_type":"box","text":"of the excise tax, substantially all) of such income or gains. In certain circumstances, including in instances where the","page_number":83,"box":{"x":59,"y":67,"width":823,"height":12}},{"id":"ff90e41b-30ef-4bf4-9edb-fb563c2b15a4","block_type":"box","text":"operational cost of the distribution would exceed the amount of the income or excise tax, BFA or an affiliate may voluntarily","page_number":83,"box":{"x":59,"y":82,"width":866,"height":12}},{"id":"8303b79e-6f61-40f1-bc7a-e538a57e2917","block_type":"box","text":"pay the tax on behalf of the Fund or reimburse the Fund for the tax. If the Fund fails to qualify as a RIC in any year, it must pay","page_number":83,"box":{"x":59,"y":97,"width":879,"height":12}},{"id":"e25f097e-c5e5-4c81-bc5c-4782c41b01b3","block_type":"box","text":"out its earnings and profits accumulated in that year in order to qualify again as a RIC. If the Fund fails to qualify as a RIC for a","page_number":83,"box":{"x":59,"y":112,"width":879,"height":12}},{"id":"56573019-8147-4ea9-bb3a-801601c99211","block_type":"box","text":"period greater than two taxable years, the Fund may be required to recognize any net built-in gains with respect to certain of","page_number":83,"box":{"x":59,"y":127,"width":873,"height":12}},{"id":"6945c240-2703-4614-a786-eb12e2995ebe","block_type":"box","text":"its assets (i.e., the excess of the aggregate gains, including items of income, over aggregate losses that would have been","page_number":83,"box":{"x":60,"y":142,"width":839,"height":13}},{"id":"a181c304-1454-460f-aebd-cc05704ac73a","block_type":"box","text":"realized with respect to such assets if the Fund had been liquidated) if it qualifies as a RIC in a subsequent year.","page_number":83,"box":{"x":60,"y":157,"width":774,"height":13}},{"id":"fe100f8f-bcc0-43a4-a4c2-2f417d7f9319","block_type":"box","text":"The Subsidiary will not be subject to U.S. federal income tax. The Subsidiary will, however, be considered a controlled foreign","page_number":83,"box":{"x":59,"y":184,"width":871,"height":12}},{"id":"626e8dbf-1ab2-42cc-ab6e-f686fe9160bc","block_type":"box","text":"corporation, and the Fund will be required to include as income annually amounts earned by the Subsidiary during that year.","page_number":83,"box":{"x":59,"y":199,"width":870,"height":12}},{"id":"c6a9f5b5-d379-4e9a-919b-f322de6166d4","block_type":"box","text":"The Fund will be subject to the distribution requirements described above on such Subsidiary income, whether or not the","page_number":83,"box":{"x":59,"y":214,"width":849,"height":12}},{"id":"3cb3e635-e833-4dd4-a35f-8aa303b76296","block_type":"box","text":"Subsidiary makes a distribution to the Fund during the taxable year. Based on final regulations issued by the IRS on which","page_number":83,"box":{"x":59,"y":229,"width":849,"height":12}},{"id":"1beae839-b23a-492e-92ce-e479591cee4a","block_type":"box","text":"taxpayers may rely for taxable years beginning after September 28, 2016, the Fund expects its income with respect to the","page_number":83,"box":{"x":59,"y":244,"width":848,"height":13}},{"id":"ecf243bb-fa45-4d7e-a957-600876a002ba","block_type":"box","text":"Subsidiary to be qualifying income. In the future, if the IRS issues regulations or other guidance, or Congress enacts","page_number":83,"box":{"x":59,"y":259,"width":808,"height":13}},{"id":"3e0825ae-16df-4c08-b0c7-bd200cf95152","block_type":"box","text":"legislation, limiting the circumstances in which the Fund’s income with respect to the Subsidiary will be considered","page_number":83,"box":{"x":60,"y":274,"width":805,"height":13}},{"id":"98e7eb96-8fc2-48c1-91d7-386c3e209d49","block_type":"box","text":"“qualifying income,” the Fund might be required to make changes to its operations, which could reduce the Fund’s ability to","page_number":83,"box":{"x":59,"y":290,"width":868,"height":12}},{"id":"570392f8-e588-4b74-a544-263293984e89","block_type":"box","text":"gain investment exposure to commodities. Fund shareholders could also experience adverse tax consequences in such","page_number":83,"box":{"x":59,"y":305,"width":832,"height":12}},{"id":"a037681b-49bd-4200-93c1-0aa275e218bc","block_type":"box","text":"circumstances.","page_number":83,"box":{"x":59,"y":321,"width":105,"height":9}},{"id":"c1b18b35-1e47-45ec-95af-e6ad79588837","block_type":"box","text":"In addition, the Fund’s income from the Subsidiary will be treated as ordinary income. If the Fund were able to invest directly","page_number":83,"box":{"x":60,"y":346,"width":870,"height":13}},{"id":"4741dd74-5c2a-42bc-b335-27617ece8305","block_type":"box","text":"in commodity-linked derivatives, its gains and losses would generally be treated as 60% long-term and 40% short-term gain","page_number":83,"box":{"x":60,"y":361,"width":870,"height":13}},{"id":"9eb2e1a3-acdf-4efd-beb7-9ff533255b9a","block_type":"box","text":"or loss, to the extent such derivatives are subject to the rules for Section 1256 futures contracts. See “Taxation of Certain","page_number":83,"box":{"x":59,"y":377,"width":844,"height":12}},{"id":"5edb2974-fe97-42c3-a392-62ce55f3a827","block_type":"box","text":"Derivatives” below.","page_number":83,"box":{"x":60,"y":392,"width":131,"height":9}},{"id":"891073e0-67fe-4574-a4c4-0d6e88c15629","block_type":"box","text":"Excise Tax.","page_number":83,"box":{"x":60,"y":419,"width":76,"height":9}},{"id":"89d970fe-d4d3-4795-8f94-c0bf45374386","block_type":"box","text":"The Fund will be subject to a 4% excise tax on certain undistributed income if it does not distribute to its","page_number":83,"box":{"x":145,"y":418,"width":733,"height":12}},{"id":"6526c635-fb14-4ca2-95b4-3044b871b2fd","block_type":"box","text":"shareholders in each calendar year at least 98% of its ordinary income for the calendar year plus at least 98.2% of its capital","page_number":83,"box":{"x":59,"y":433,"width":867,"height":13}},{"id":"7c16614f-4bc3-4ac9-ab47-06e49d261ec9","block_type":"box","text":"gain net income for the 12 months ended October 31 of such year. For this purpose, however, any ordinary income or capital","page_number":83,"box":{"x":59,"y":448,"width":871,"height":13}},{"id":"6e3f109d-d303-466d-a060-9f5500f26250","block_type":"box","text":"gain net income retained by the Fund that is subject to corporate income tax will be considered to have been distributed by","page_number":83,"box":{"x":59,"y":463,"width":862,"height":13}},{"id":"ffdf6d7a-afb9-413f-89e2-ab665a390822","block_type":"box","text":"year-end. In addition, the minimum amounts that must be distributed in any year to avoid the excise tax will be increased or","page_number":83,"box":{"x":59,"y":479,"width":868,"height":12}},{"id":"ce4264e9-2b50-42b4-88ac-f50056b67bb4","block_type":"box","text":"decreased to reflect any underdistribution or overdistribution, as the case may be, from the previous year.","page_number":83,"box":{"x":59,"y":494,"width":736,"height":12}},{"id":"09e0a97f-4f0c-452d-abe9-6f16ab89e213","block_type":"box","text":"Net Capital Loss Carryforwards.","page_number":83,"box":{"x":60,"y":520,"width":226,"height":12}},{"id":"b60b8ace-062f-4dcc-bbfd-d4d1438364b8","block_type":"box","text":"Net capital loss carryforwards may be applied against any net realized capital gains in each","page_number":83,"box":{"x":296,"y":520,"width":633,"height":12}},{"id":"74724b01-bd23-4566-b269-36dafdb35d76","block_type":"box","text":"succeeding year, until they have been reduced to zero.","page_number":83,"box":{"x":59,"y":535,"width":377,"height":13}},{"id":"fb019a67-8d92-44cb-a398-41d9e5b741d9","block_type":"box","text":"In the event that the Fund were to experience an ownership change as defined under the Internal Revenue Code, the loss","page_number":83,"box":{"x":60,"y":562,"width":845,"height":12}},{"id":"8458b1c3-74a0-423f-aabb-5f3b37d9784b","block_type":"box","text":"carryforwards and other favorable tax attributes of the Fund, if any, may be subject to limitation.","page_number":83,"box":{"x":59,"y":577,"width":671,"height":12}},{"id":"283bab64-193d-401d-80f6-a9ccf77d20c7","block_type":"box","text":"As of October 31, 2025, the tax year-end of the Fund, the Fund had non-expiring capital loss carryforwards in the amount of","page_number":83,"box":{"x":59,"y":603,"width":871,"height":13}},{"id":"62d2d19f-5eb6-4c39-a9ce-5b7007daa330","block_type":"box","text":"$47,286,935 available to offset future realized capital gains.","page_number":83,"box":{"x":59,"y":618,"width":411,"height":13}},{"id":"1a9d8812-7099-463b-9128-f495574749c4","block_type":"box","text":"Taxation of U.S. Shareholders.","page_number":83,"box":{"x":58,"y":645,"width":216,"height":10}},{"id":"5e0e661c-521b-482f-9052-a291836b2948","block_type":"box","text":"Dividends and other distributions by the Fund are generally treated under the Internal","page_number":83,"box":{"x":288,"y":645,"width":597,"height":12}},{"id":"58444749-3f43-4a07-8475-5a14cafa07a7","block_type":"box","text":"Revenue Code as received by the shareholders at the time the dividend or distribution is made. However, any dividend or","page_number":83,"box":{"x":60,"y":660,"width":841,"height":12}},{"id":"4e6c2878-3c92-4096-a730-48aa87c23125","block_type":"box","text":"distribution declared by the Fund in October, November or December of any calendar year and payable to shareholders of","page_number":83,"box":{"x":59,"y":675,"width":852,"height":12}},{"id":"8e3787e2-57ef-482b-975e-ac07fcf7294a","block_type":"box","text":"record on a specified date in such a month shall be deemed to have been received by each shareholder on December 31 of","page_number":83,"box":{"x":60,"y":690,"width":858,"height":13}},{"id":"b669c200-a5a1-4734-beef-6ee1c4116dd0","block_type":"box","text":"such calendar year and to have been paid by the Fund not later than such December 31, provided such dividend is actually","page_number":83,"box":{"x":59,"y":705,"width":857,"height":13}},{"id":"461a9f72-8241-4ee4-8afb-67ea6e39fdc5","block_type":"box","text":"paid by the Fund during January of the following calendar year.","page_number":83,"box":{"x":59,"y":720,"width":438,"height":13}},{"id":"9c3bbe75-881b-4dc5-a26e-9510f5147d05","block_type":"box","text":"The Fund intends to distribute annually to its shareholders substantially all of its investment company taxable income and","page_number":83,"box":{"x":59,"y":747,"width":854,"height":12}},{"id":"4e8eb68e-2a71-4d5b-a78d-5238aa507fb7","block_type":"box","text":"any net realized long-term capital gains in excess of net realized short-term capital losses (including any capital loss","page_number":83,"box":{"x":59,"y":762,"width":809,"height":12}},{"id":"211a4280-eeff-47bb-80b4-4309f3ae16c7","block_type":"box","text":"carryovers). However, if the Fund retains for investment an amount equal to all or a portion of its net long-term capital gains","page_number":83,"box":{"x":59,"y":777,"width":869,"height":13}},{"id":"164d7781-5fbf-4081-8827-12346c4360d3","block_type":"box","text":"in excess of its net short-term capital losses (including any capital loss carryovers), it will be subject to a corporate tax (at a","page_number":83,"box":{"x":60,"y":792,"width":860,"height":13}},{"id":"c36b1130-b9ec-4c42-ad81-94fa16cd7da0","block_type":"box","text":"flat rate of 21%) on the amount retained. In that event, unless the retained amount is deemed to be de minimis or the","page_number":83,"box":{"x":59,"y":807,"width":824,"height":13}},{"id":"e9910c81-cf43-4c96-958c-aed906b770f3","block_type":"box","text":"applicable tax is otherwise reimbursed by BFA or an affiliate, the Fund will generally designate such retained amounts as","page_number":83,"box":{"x":59,"y":823,"width":840,"height":12}},{"id":"74dbee41-c2a4-40bb-8e48-42b31c6c1011","block_type":"box","text":"undistributed capital gains in a notice to its shareholders who (a) will be required to include in income for U.S. federal income","page_number":83,"box":{"x":60,"y":838,"width":877,"height":12}},{"id":"c3b4e905-7df0-4d5a-952d-5c7e508e6b26","block_type":"box","text":"tax purposes, as long-term capital gains, their proportionate shares of the undistributed amount, (b) will be entitled to credit","page_number":83,"box":{"x":59,"y":853,"width":873,"height":12}},{"id":"d704e654-5637-4fdc-bec8-93fc7759e1f9","block_type":"box","text":"their proportionate shares of the tax paid by the Fund on the undistributed amount against their U.S. federal income tax","page_number":83,"box":{"x":59,"y":868,"width":839,"height":12}},{"id":"ec68ef51-a55c-4ba7-986b-1b7e1c962289","block_type":"box","text":"liabilities, if any, and to claim refunds to the extent their credits exceed their liabilities, if any, and (c) will be entitled to","page_number":83,"box":{"x":60,"y":883,"width":819,"height":12}},{"id":"f9093e5b-efe4-4d02-a264-4834a23f789c","block_type":"box","text":"69","page_number":83,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"b67c3928-8e75-4b9f-bdcf-284889394c29","block_type":"box","text":"increase their tax basis, for U.S. federal income tax purposes, in their shares by an amount equal to the excess of the amount","page_number":84,"box":{"x":60,"y":67,"width":871,"height":12}},{"id":"2029e5fd-13af-4e33-a323-2bb571e6eda1","block_type":"box","text":"in clause (a) over the amount in clause (b). Organizations or persons not subject to U.S. federal income tax on such capital","page_number":84,"box":{"x":60,"y":82,"width":856,"height":12}},{"id":"8d6ab1b7-dae9-42ae-9907-0e34b5a90c00","block_type":"box","text":"gains will be entitled to a refund of their","page_number":84,"box":{"x":59,"y":97,"width":279,"height":12}},{"id":"96f07d7d-d5db-4604-94ed-ffba3ffbdd14","block_type":"box","text":"pro rata","page_number":84,"box":{"x":342,"y":98,"width":55,"height":11}},{"id":"0da9984d-dc10-414e-9c62-fa1384d13eb2","block_type":"box","text":"share of such taxes paid by the Fund upon filing appropriate returns or","page_number":84,"box":{"x":402,"y":97,"width":495,"height":12}},{"id":"dcd8f637-5dc8-4c6a-bd3e-817c00139d09","block_type":"box","text":"claims for refund with the IRS.","page_number":84,"box":{"x":59,"y":112,"width":210,"height":10}},{"id":"80715e25-c343-4cf4-b93e-7bfd4f4da2a1","block_type":"box","text":"Distributions of net realized long-term capital gains, if any, that the Fund reports as capital gains dividends are taxable as","page_number":84,"box":{"x":60,"y":138,"width":843,"height":13}},{"id":"93e408c7-a427-4368-bb41-fa927682be1c","block_type":"box","text":"long-term capital gains, whether paid in cash or in shares and regardless of how long a shareholder has held shares of the","page_number":84,"box":{"x":60,"y":154,"width":853,"height":12}},{"id":"451f0e2b-814d-4549-a26d-7bf87a647700","block_type":"box","text":"Fund. All other dividends of the Fund (including dividends from short-term capital gains) from its current and accumulated","page_number":84,"box":{"x":60,"y":169,"width":862,"height":12}},{"id":"d04b8f20-8636-415c-8169-60e5a0405e05","block_type":"box","text":"earnings and profits (“regular dividends”) are generally subject to tax as ordinary income, subject to the discussion of","page_number":84,"box":{"x":59,"y":184,"width":824,"height":12}},{"id":"b1686a87-d2eb-492a-bb2a-b133e2d01f8a","block_type":"box","text":"qualified dividend income below. Long-term capital gains are eligible for taxation at a maximum rate of 15% or 20% for non","page_number":84,"box":{"x":59,"y":199,"width":874,"height":12}},{"id":"681c6dfb-7e26-42cc-8a44-5c67e4ca026a","block_type":"box","text":"corporate shareholders, depending on whether their income exceeds certain threshold amounts.","page_number":84,"box":{"x":59,"y":214,"width":677,"height":12}},{"id":"88b45517-2ebb-4190-adde-8143604044bf","block_type":"box","text":"If an individual receives a regular dividend qualifying for the long-term capital gains rates and such dividend constitutes an","page_number":84,"box":{"x":60,"y":240,"width":857,"height":13}},{"id":"edca2729-67bf-4c3b-ac58-51629543e0e4","block_type":"box","text":"“extraordinary dividend,” and the individual subsequently recognizes a loss on the sale or exchange of stock in respect of","page_number":84,"box":{"x":59,"y":256,"width":847,"height":12}},{"id":"5caad7d5-04e2-4ece-a150-57b524dfae0b","block_type":"box","text":"which the extraordinary dividend was paid, then the loss will be long-term capital loss to the extent of such extraordinary","page_number":84,"box":{"x":59,"y":271,"width":849,"height":12}},{"id":"cedde8cf-f0e6-4adc-8064-817ee5a9e673","block_type":"box","text":"dividend. An “extraordinary dividend” on common stock for this purpose is generally a dividend (i) in an amount greater than","page_number":84,"box":{"x":59,"y":286,"width":877,"height":12}},{"id":"a94a8c2c-f5c3-40b7-bb3d-63704dd83be2","block_type":"box","text":"or equal to 10% of the taxpayer’s tax basis (or trading value) in a share of stock, aggregating dividends with ex-dividend","page_number":84,"box":{"x":59,"y":301,"width":840,"height":12}},{"id":"54564a67-70c2-40ab-8821-4228e8f575c7","block_type":"box","text":"dates within an 85-day period, or (ii) in an amount greater than 20% of the taxpayer’s tax basis (or trading value) in a share","page_number":84,"box":{"x":59,"y":316,"width":864,"height":12}},{"id":"c26bfbca-5e38-420a-b125-2194b1e5bcd6","block_type":"box","text":"of stock, aggregating dividends with ex-dividend dates within a 365-day period.","page_number":84,"box":{"x":59,"y":331,"width":559,"height":13}},{"id":"02d013d6-7840-48d5-8fec-cbb5c57a52c1","block_type":"box","text":"Distributions in excess of the Fund’s current and accumulated earnings and profits will, as to each shareholder, be treated as","page_number":84,"box":{"x":60,"y":358,"width":870,"height":12}},{"id":"24d7608b-a78b-497d-b309-cea291690d61","block_type":"box","text":"a tax-free return of capital to the extent of a shareholder’s basis in shares of the Fund, and as a capital gain thereafter (if the","page_number":84,"box":{"x":59,"y":373,"width":866,"height":12}},{"id":"b886d55a-fd9e-4bb7-94e5-83197d7b44a0","block_type":"box","text":"shareholder holds shares of the Fund as capital assets). Distributions in excess of the Fund’s minimum distribution","page_number":84,"box":{"x":59,"y":388,"width":802,"height":12}},{"id":"a2de23ff-bfa6-4881-90f9-97851a81185c","block_type":"box","text":"requirements, but not in excess of the Fund’s earnings and profits, will be taxable to shareholders and will not constitute","page_number":84,"box":{"x":60,"y":403,"width":842,"height":12}},{"id":"bb7255eb-6387-442e-bd01-37f9cbc581dd","block_type":"box","text":"nontaxable returns of capital. Shareholders receiving dividends or distributions in the form of additional shares should be","page_number":84,"box":{"x":60,"y":418,"width":846,"height":12}},{"id":"cecfbc47-6ea5-4791-8f5b-a2207f8b7b7f","block_type":"box","text":"treated for U.S. federal income tax purposes as receiving a distribution in an amount equal to the amount of money that the","page_number":84,"box":{"x":59,"y":433,"width":867,"height":13}},{"id":"d6f2fabd-fc2c-4b62-a419-ff2bef65710b","block_type":"box","text":"shareholders receiving cash dividends or distributions will receive and should have a cost basis in the shares received equal to","page_number":84,"box":{"x":59,"y":448,"width":879,"height":13}},{"id":"ee9e171a-cbb8-44d5-afcd-bfe4dad2bffd","block_type":"box","text":"such amount. Dividends paid by the Fund that are attributable to dividends received by the Fund from domestic corporations","page_number":84,"box":{"x":59,"y":463,"width":875,"height":13}},{"id":"62988ada-f61e-41ea-8fa9-90fe83847ed3","block_type":"box","text":"may qualify for the federal dividends received deduction for corporations.","page_number":84,"box":{"x":60,"y":479,"width":511,"height":12}},{"id":"b0efd1a9-9f1f-413c-8cb9-ab2cd585f776","block_type":"box","text":"A 3.8% U.S. federal Medicare contribution tax is imposed on net investment income, including, but not limited to, interest,","page_number":84,"box":{"x":59,"y":505,"width":854,"height":12}},{"id":"d9f6d5ce-2816-4d96-9e77-a8f07b0c938b","block_type":"box","text":"dividends, and net gain from investments, of U.S. individuals with income exceeding $200,000 (or $250,000 if married and","page_number":84,"box":{"x":59,"y":520,"width":858,"height":12}},{"id":"cf8e861a-7594-4d10-9a19-ebc9343532ed","block_type":"box","text":"filing jointly) and of estates and trusts.","page_number":84,"box":{"x":59,"y":535,"width":268,"height":13}},{"id":"8f0ee6cd-81e9-455c-8754-3ad284019235","block_type":"box","text":"Investors considering buying shares just prior to a dividend or capital gain distribution should be aware that, although the","page_number":84,"box":{"x":60,"y":562,"width":851,"height":12}},{"id":"de11fa86-35ff-4408-8685-46b72e019e0e","block_type":"box","text":"price of shares purchased at that time may reflect the amount of the forthcoming distribution, such dividend or distribution","page_number":84,"box":{"x":59,"y":577,"width":865,"height":12}},{"id":"51b0b7df-fe46-4829-bf1d-03f890bd3593","block_type":"box","text":"may nevertheless be taxable to them. If the Fund is the holder of record of any security on the record date for any dividends","page_number":84,"box":{"x":60,"y":592,"width":863,"height":12}},{"id":"ebbbc4c6-7161-435d-ad46-b45dac6e93d4","block_type":"box","text":"payable with respect to such security, such dividends will be included in the Fund’s gross income not as of the date received","page_number":84,"box":{"x":59,"y":607,"width":867,"height":12}},{"id":"29498596-737f-489d-93fd-595f64de3c15","block_type":"box","text":"but as of the later of (a) the date such security became ex-dividend with respect to such dividends (","page_number":84,"box":{"x":60,"y":622,"width":698,"height":13}},{"id":"5688cf3d-ac08-4af3-9ce1-a03dc08bd4d2","block_type":"box","text":"i.e.","page_number":84,"box":{"x":759,"y":623,"width":18,"height":9}},{"id":"3b038d29-9cc4-4330-8c92-8da0a3d1b93b","block_type":"box","text":", the date on which a","page_number":84,"box":{"x":779,"y":622,"width":146,"height":12}},{"id":"9cb1781f-0379-4024-aafd-f4eee5e4c5ec","block_type":"box","text":"buyer of the security would not be entitled to receive the declared, but unpaid, dividends); or (b) the date the Fund acquired","page_number":84,"box":{"x":60,"y":637,"width":865,"height":13}},{"id":"b1d5ddb1-fcb8-4dde-8707-6d9f641d744d","block_type":"box","text":"such security. Accordingly, in order to satisfy its income distribution requirements, the Fund may be required to pay dividends","page_number":84,"box":{"x":59,"y":652,"width":878,"height":13}},{"id":"69d9ca6f-f8bb-4251-813c-ba3bb49de236","block_type":"box","text":"based on anticipated earnings, and shareholders may receive dividends in an earlier year than would otherwise be the case.","page_number":84,"box":{"x":60,"y":668,"width":861,"height":12}},{"id":"2bf9aa6d-f294-4a1b-bcec-bee7e33c44e4","block_type":"box","text":"In certain situations, the Fund may, for a taxable year, defer all or a portion of its net capital loss (or if there is no net capital","page_number":84,"box":{"x":60,"y":694,"width":858,"height":12}},{"id":"d62fa13c-8312-451c-aadb-25888914affa","block_type":"box","text":"loss, then any net long-term or short-term capital loss) realized after October and its late-year ordinary loss (defined as the","page_number":84,"box":{"x":60,"y":709,"width":859,"height":12}},{"id":"e31575a4-a99e-4923-a93f-02cd5edd625e","block_type":"box","text":"sum of (i) the excess of post-October foreign currency and passive foreign investment company (“PFIC”) losses over post","page_number":84,"box":{"x":59,"y":724,"width":856,"height":13}},{"id":"99f69b9e-5ee0-40eb-8351-f4389b103cbd","block_type":"box","text":"October foreign currency and PFIC gains and (ii) the excess of post-December ordinary losses over post-December ordinary","page_number":84,"box":{"x":59,"y":739,"width":868,"height":13}},{"id":"00be089c-ed60-4eb6-93a0-5953902a3bce","block_type":"box","text":"income) until the next taxable year in computing its investment company taxable income and net capital gain, which will","page_number":84,"box":{"x":60,"y":754,"width":844,"height":13}},{"id":"0380c819-d5b5-4885-9ee5-6e143812f760","block_type":"box","text":"defer the recognition of such realized losses. Such deferrals and other rules regarding gains and losses realized after October","page_number":84,"box":{"x":59,"y":770,"width":870,"height":12}},{"id":"66c49da8-f59b-42e5-b559-eb61df02e931","block_type":"box","text":"(or December) may affect the tax character of shareholder distributions.","page_number":84,"box":{"x":60,"y":785,"width":504,"height":12}},{"id":"a43e883f-4c8d-44e6-8d5e-bde534b3f465","block_type":"box","text":"Sales of Shares.","page_number":84,"box":{"x":59,"y":811,"width":112,"height":10}},{"id":"81734a53-4c16-427f-bbd7-831d9ef8001d","block_type":"box","text":"Upon the sale or exchange of shares of the Fund, a shareholder will realize a taxable gain or loss equal to the","page_number":84,"box":{"x":181,"y":811,"width":757,"height":13}},{"id":"6b9ecb0a-4df7-45d7-ac7c-5f5ffb130afa","block_type":"box","text":"difference between the amount realized and the shareholder’s basis in shares of the Fund. A redemption of shares by the","page_number":84,"box":{"x":59,"y":826,"width":843,"height":13}},{"id":"0f54e251-c238-4fe8-8709-29d060bb3197","block_type":"box","text":"Fund will be treated as a sale for this purpose. Such gain or loss will be treated as capital gain or loss if the shares are capital","page_number":84,"box":{"x":60,"y":841,"width":866,"height":13}},{"id":"96b8b35a-44fd-4e90-be36-d354f9c48fe8","block_type":"box","text":"assets in the shareholder’s hands and will be long-term capital gain or loss if the shares are held for more than one year and","page_number":84,"box":{"x":59,"y":857,"width":867,"height":12}},{"id":"9a3f1c53-00e7-4fbe-81c8-e9216e938788","block_type":"box","text":"short-term capital gain or loss if the shares are held for one year or less. Any loss realized on a sale or exchange will be","page_number":84,"box":{"x":59,"y":872,"width":827,"height":12}},{"id":"0bdbfa4e-97ee-4773-8545-4cfb62e90417","block_type":"box","text":"disallowed to the extent the shares disposed of are replaced, including replacement through the reinvesting of dividends or","page_number":84,"box":{"x":59,"y":887,"width":861,"height":12}},{"id":"b75326ec-07a1-4ec3-855e-9d54408a5dd8","block_type":"box","text":"70","page_number":84,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"5261e080-0426-48cd-98b5-cacb090c364f","block_type":"box","text":"capital gains distributions, or by an option or contract to acquire substantially identical shares, within a 61-day period","page_number":85,"box":{"x":59,"y":67,"width":820,"height":12}},{"id":"37d2b0bc-e7bf-4c9b-922a-466a7b4b303b","block_type":"box","text":"beginning 30 days before and ending 30 days after the disposition of the shares. In such a case, the basis of the shares","page_number":85,"box":{"x":60,"y":82,"width":828,"height":12}},{"id":"ff540671-047b-439b-9f05-fc88b08048de","block_type":"box","text":"acquired will be increased to reflect the disallowed loss. Any loss realized by a shareholder on the sale of Fund shares held by","page_number":85,"box":{"x":59,"y":97,"width":871,"height":12}},{"id":"319f1d98-2a72-43ca-8405-c00b81a20334","block_type":"box","text":"the shareholder for six months or less will be treated for U.S. federal income tax purposes as a long-term capital loss to the","page_number":85,"box":{"x":59,"y":112,"width":859,"height":12}},{"id":"a9e16cc3-5c6e-40d0-8929-81340a7e4992","block_type":"box","text":"extent of any distributions or deemed distributions of long-term capital gains received by the shareholder with respect to","page_number":85,"box":{"x":59,"y":127,"width":847,"height":12}},{"id":"c00e50c0-1c05-42ca-a745-a9538a097dc2","block_type":"box","text":"such share. The Medicare contribution tax described above will apply to the sale of Fund shares.","page_number":85,"box":{"x":59,"y":142,"width":672,"height":13}},{"id":"b1cf634c-76eb-4cfd-9098-2934b5b58089","block_type":"box","text":"If a shareholder incurs a sales charge in acquiring shares of the Fund, disposes of those shares within 90 days and then, on or","page_number":85,"box":{"x":60,"y":169,"width":878,"height":12}},{"id":"73814695-bc32-4d39-8c4c-9efe886e2df8","block_type":"box","text":"before January 31 of the following calendar year, acquires shares in a mutual fund for which the otherwise applicable sales","page_number":85,"box":{"x":60,"y":184,"width":853,"height":12}},{"id":"806e4af5-8cb7-494e-b6d0-47c155d98fba","block_type":"box","text":"charge is reduced by reason of a reinvestment right (","page_number":85,"box":{"x":59,"y":199,"width":368,"height":12}},{"id":"8275d2c9-0661-410f-9125-52aa4d16c488","block_type":"box","text":"e.g.","page_number":85,"box":{"x":429,"y":202,"width":22,"height":9}},{"id":"81183fcd-4a08-4cd7-9fa6-2f172f40e24b","block_type":"box","text":", an exchange privilege), the original sales charge will not be taken","page_number":85,"box":{"x":454,"y":199,"width":462,"height":12}},{"id":"6f7fc22d-d1a5-4124-9eb6-59cec4eb55a5","block_type":"box","text":"into account in computing gain/loss on the original shares to the extent the subsequent sales charge is reduced. Instead, the","page_number":85,"box":{"x":60,"y":214,"width":874,"height":12}},{"id":"04ba6ceb-0ea7-4a92-941b-fd4816bb4022","block_type":"box","text":"disregarded portion of the original sales charge will be added to the tax basis of the newly acquired shares. Furthermore, the","page_number":85,"box":{"x":59,"y":229,"width":870,"height":12}},{"id":"44813201-acda-4819-bc7a-34c9d2744a72","block_type":"box","text":"same rule also applies to a disposition of the newly acquired shares made within 90 days of the second acquisition. This","page_number":85,"box":{"x":59,"y":244,"width":840,"height":13}},{"id":"1042c177-505b-41f0-8fab-2757128eaa56","block_type":"box","text":"provision prevents shareholders from immediately deducting the sales charge by shifting their investments within a family of","page_number":85,"box":{"x":59,"y":259,"width":874,"height":13}},{"id":"584b13c3-1cb1-45c8-b613-61bb64f6dafa","block_type":"box","text":"mutual funds.","page_number":85,"box":{"x":60,"y":274,"width":96,"height":10}},{"id":"50f33d19-bd06-40cc-8f67-d436105e65e3","block_type":"box","text":"Backup Withholding.","page_number":85,"box":{"x":60,"y":301,"width":149,"height":12}},{"id":"8cc7f341-e639-4b78-87ba-645756d65a14","block_type":"box","text":"In certain cases, the Fund will be required to withhold at a 24% rate and remit to the U.S. Treasury","page_number":85,"box":{"x":219,"y":301,"width":685,"height":12}},{"id":"fc1a03e3-8e33-4f62-bc8f-d097bf27cd7c","block_type":"box","text":"such amounts withheld from any distributions paid to a shareholder who: (i) has failed to provide a correct taxpayer","page_number":85,"box":{"x":59,"y":316,"width":811,"height":12}},{"id":"4f4190e3-2889-40f9-bc8e-9cfcf95980e3","block_type":"box","text":"identification number; (ii) is subject to backup withholding by the IRS; (iii) has failed to certify to the Fund that such","page_number":85,"box":{"x":60,"y":331,"width":807,"height":13}},{"id":"bf729c70-39cf-4c7d-a299-6985b219d5f4","block_type":"box","text":"shareholder is not subject to backup withholding; or (iv) has not certified that such shareholder is a U.S. person (including a","page_number":85,"box":{"x":59,"y":346,"width":867,"height":13}},{"id":"e79c7d82-9486-455a-9ed1-bd57049c10f3","block_type":"box","text":"U.S. resident alien). Backup withholding is not an additional tax and any amount withheld may be credited against a","page_number":85,"box":{"x":60,"y":361,"width":810,"height":13}},{"id":"71654348-0225-4dea-b433-9d3b2c37af0b","block_type":"box","text":"shareholder’s U.S. federal income tax liability.","page_number":85,"box":{"x":59,"y":377,"width":314,"height":12}},{"id":"f4dc1388-d6e0-482b-b78e-8bc3d302a7b8","block_type":"box","text":"Sections 351 and 362.","page_number":85,"box":{"x":59,"y":403,"width":159,"height":10}},{"id":"f0ae7403-85f3-4c12-bc4f-0b7eb11cbb4d","block_type":"box","text":"The Trust, on behalf of the Fund, has the right to reject an order for a purchase of shares of the Fund","page_number":85,"box":{"x":227,"y":403,"width":704,"height":12}},{"id":"07c17e3d-ff79-4e58-99bf-26afff19efad","block_type":"box","text":"if the purchaser (or group of purchasers) would, upon obtaining the shares so ordered, own 80% or more of the outstanding","page_number":85,"box":{"x":60,"y":418,"width":872,"height":12}},{"id":"788533af-0ecd-4694-a2df-0402d461c3f2","block_type":"box","text":"shares of the Fund and if, pursuant to Sections 351 and 362 of the Internal Revenue Code, the Fund would have a basis in the","page_number":85,"box":{"x":59,"y":433,"width":875,"height":13}},{"id":"5cf14e75-c721-4ec7-bbc0-2d25db2a6ab1","block_type":"box","text":"securities different from the market value of such securities on the date of deposit. If the Fund’s basis in such securities on","page_number":85,"box":{"x":59,"y":448,"width":854,"height":13}},{"id":"659a8321-9507-42de-9fb4-fb0d24478d5c","block_type":"box","text":"the date of deposit was less than market value on such date, the Fund, upon disposition of the securities, would recognize","page_number":85,"box":{"x":59,"y":463,"width":854,"height":13}},{"id":"456df160-1f56-4d61-b73b-d142e2d9bb49","block_type":"box","text":"more taxable gain or less taxable loss than if its basis in the securities had been equal to market value. It is not anticipated","page_number":85,"box":{"x":60,"y":479,"width":851,"height":12}},{"id":"b48a90b3-8108-41a2-a92b-532274ebf270","block_type":"box","text":"that the Trust will exercise the right of rejection except in a case where the Trust determines that accepting the order could","page_number":85,"box":{"x":59,"y":494,"width":861,"height":12}},{"id":"18ded26d-79c6-4fa5-90be-e294ed5712a6","block_type":"box","text":"result in material adverse tax consequences to the Fund or its shareholders. The Trust also has the right to require","page_number":85,"box":{"x":60,"y":509,"width":796,"height":12}},{"id":"9153e72c-d314-470e-8c85-68bcea060168","block_type":"box","text":"information necessary to determine beneficial share ownership for purposes of the 80% determination.","page_number":85,"box":{"x":60,"y":524,"width":723,"height":12}},{"id":"86f94c5d-2899-4ad9-8983-77b2ad1f9899","block_type":"box","text":"Taxation of Certain Derivatives.","page_number":85,"box":{"x":58,"y":550,"width":225,"height":10}},{"id":"acb3d452-9b14-407e-ac10-47608d2cf6cb","block_type":"box","text":"The Fund’s transactions in zero coupon securities, non-U.S. currencies, forward contracts,","page_number":85,"box":{"x":292,"y":550,"width":628,"height":13}},{"id":"dd82e183-1685-4b1a-b714-970f8f57ffa3","block_type":"box","text":"options and futures contracts (including options and futures contracts on non-U.S. currencies), to the extent permitted, will","page_number":85,"box":{"x":59,"y":566,"width":866,"height":12}},{"id":"8a8d4d83-f70a-47cf-9244-1174f4921a78","block_type":"box","text":"be subject to special provisions of the Internal Revenue Code (including provisions relating to “hedging transactions” and","page_number":85,"box":{"x":60,"y":581,"width":847,"height":12}},{"id":"838c8410-bea2-40d8-b003-97b09c268a03","block_type":"box","text":"“straddles”) that, among other consequences, may affect the character of gains and losses realized by the Fund (","page_number":85,"box":{"x":59,"y":596,"width":790,"height":12}},{"id":"cfd28073-8127-438c-abb1-ff6317d54406","block_type":"box","text":"i.e.","page_number":85,"box":{"x":850,"y":597,"width":17,"height":8}},{"id":"73ef0c8b-9b24-4ecd-a590-4271d13e4985","block_type":"box","text":", may","page_number":85,"box":{"x":870,"y":599,"width":37,"height":9}},{"id":"25781b89-309e-4019-9bc8-5964c946b9e6","block_type":"box","text":"affect whether gains or losses are ordinary or capital), accelerate recognition of income to the Fund and defer Fund losses.","page_number":85,"box":{"x":59,"y":611,"width":857,"height":12}},{"id":"95a7824e-7ebc-4eb2-9250-9bcff120b572","block_type":"box","text":"These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also","page_number":85,"box":{"x":59,"y":626,"width":855,"height":12}},{"id":"47ae2230-9078-409e-87b1-962d06b26c60","block_type":"box","text":"(a) will require the Fund to mark-to-market certain types of the positions in its portfolio (","page_number":85,"box":{"x":60,"y":641,"width":621,"height":12}},{"id":"9fc67e49-3c55-4f5c-be04-ec4e7b54d941","block_type":"box","text":"i.e.","page_number":85,"box":{"x":682,"y":642,"width":18,"height":9}},{"id":"0774da4a-416f-414f-824b-80de8b7895cb","block_type":"box","text":", treat them as if they were closed","page_number":85,"box":{"x":702,"y":641,"width":235,"height":12}},{"id":"277f5d98-408a-4202-b705-89f2c10caf3a","block_type":"box","text":"out at the end of each year) and (b) may cause the Fund to recognize income without receiving cash with which to pay","page_number":85,"box":{"x":59,"y":656,"width":834,"height":13}},{"id":"8a7ac052-ec15-418d-bd5a-d826323a0059","block_type":"box","text":"dividends or make distributions in amounts necessary to satisfy the distribution requirements for avoiding income and excise","page_number":85,"box":{"x":59,"y":671,"width":876,"height":13}},{"id":"e0cc2722-b999-4010-8062-f350f03c914c","block_type":"box","text":"taxes. The Fund will monitor its transactions, will make the appropriate tax elections and will make the appropriate entries in","page_number":85,"box":{"x":59,"y":686,"width":871,"height":13}},{"id":"06c9433d-939f-4e55-b9b7-170d3cd10eca","block_type":"box","text":"its books and records when it acquires any zero coupon security, non-U.S. currency, forward contract, option, futures","page_number":85,"box":{"x":60,"y":702,"width":816,"height":12}},{"id":"04893f71-bfa2-4211-b086-4e662bd58021","block_type":"box","text":"contract or hedged investment in order to mitigate the effect of these rules and prevent disqualification of the Fund as a RIC.","page_number":85,"box":{"x":59,"y":717,"width":871,"height":12}},{"id":"c91d1b35-586c-47a8-8888-bdc8af12c783","block_type":"box","text":"The Fund’s investments in so-called “Section 1256 contracts,” such as regulated futures contracts, most non-U.S. currency","page_number":85,"box":{"x":59,"y":743,"width":862,"height":12}},{"id":"764743e2-7629-437f-b09d-19a1ccea7486","block_type":"box","text":"forward contracts traded in the interbank market and options on most security indexes, are subject to special tax rules. All","page_number":85,"box":{"x":59,"y":758,"width":854,"height":13}},{"id":"16215174-96f6-4c94-aeee-7bff304e9d5c","block_type":"box","text":"Section 1256 contracts held by the Fund at the end of its taxable year are required to be marked to their market value, and","page_number":85,"box":{"x":59,"y":773,"width":855,"height":13}},{"id":"a0f3f0f4-daf8-44e0-99f7-0753da36c66c","block_type":"box","text":"any unrealized gain or loss on those positions will be included in the Fund’s income as if each position had been sold for its","page_number":85,"box":{"x":59,"y":788,"width":860,"height":13}},{"id":"becc8c26-1e20-4af6-be8c-bbdab7c7d15f","block_type":"box","text":"fair market value at the end of the taxable year. The resulting gain or loss will be combined with any gain or loss realized by","page_number":85,"box":{"x":59,"y":804,"width":859,"height":12}},{"id":"089a0a12-fad8-4b87-b735-920040e83c6a","block_type":"box","text":"the Fund from positions in Section 1256 contracts closed during the taxable year. Provided such positions were held as","page_number":85,"box":{"x":59,"y":819,"width":831,"height":12}},{"id":"578234f2-8538-4c62-8b89-173a2e1843d1","block_type":"box","text":"capital assets and were not part of a “hedging transaction” nor part of a “straddle,” 60% of the resulting net gain or loss will","page_number":85,"box":{"x":59,"y":834,"width":867,"height":12}},{"id":"68db52c0-3af4-4894-b44f-fd6ed9ccf39a","block_type":"box","text":"be treated as long-term capital gain or loss, and 40% of such net gain or loss will be treated as short-term capital gain or","page_number":85,"box":{"x":60,"y":849,"width":845,"height":12}},{"id":"e4b42c4f-f4f9-4c79-91f3-f9579f5c83cd","block_type":"box","text":"loss, regardless of the period of time the positions were actually held by the Fund.","page_number":85,"box":{"x":60,"y":864,"width":570,"height":12}},{"id":"2cbf082b-ea1c-442d-9bd8-1e9f58eb507b","block_type":"box","text":"71","page_number":85,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"fa105ebd-2177-430a-a8a6-416bd8907788","block_type":"box","text":"As a result of entering into swap contracts, the Fund may make or receive periodic net payments. The Fund may also make or","page_number":86,"box":{"x":59,"y":67,"width":879,"height":12}},{"id":"cf4cc265-bcaa-467e-9137-27eabfd3f02c","block_type":"box","text":"receive a payment when a swap is terminated prior to maturity through an assignment of the swap or other closing","page_number":86,"box":{"x":60,"y":82,"width":807,"height":12}},{"id":"78c80662-ba03-45b7-acdd-e1b355a98965","block_type":"box","text":"transaction. Periodic net payments will generally constitute ordinary income or deductions, while termination of a swap will","page_number":86,"box":{"x":59,"y":97,"width":864,"height":12}},{"id":"e9de0f53-dd05-4ed9-971c-31f8cc175bbf","block_type":"box","text":"generally result in capital gain or loss (which will be a long-term capital gain or loss if the Fund has been a party to the swap","page_number":86,"box":{"x":59,"y":112,"width":869,"height":12}},{"id":"e2a875f6-78ea-42f3-b57c-0fcf97a3d81f","block_type":"box","text":"for more than one year). With respect to certain types of swaps, the Fund may be required to currently recognize income or","page_number":86,"box":{"x":59,"y":127,"width":863,"height":12}},{"id":"9ef69a7d-f4be-4339-b3a1-7b3b65404906","block_type":"box","text":"loss with respect to future payments on such swaps or may elect under certain circumstances to mark such swaps to market","page_number":86,"box":{"x":60,"y":142,"width":875,"height":13}},{"id":"37cd29d9-bd22-4f62-b468-c27bfa35aeef","block_type":"box","text":"annually for tax purposes as ordinary income or loss.","page_number":86,"box":{"x":59,"y":157,"width":369,"height":13}},{"id":"c3805544-9cf0-4a38-8366-5a36b0ae4f95","block_type":"box","text":"Qualified Dividend Income.","page_number":86,"box":{"x":59,"y":184,"width":196,"height":11}},{"id":"faa807af-0b2e-4abb-b3fc-b3ab696dc32d","block_type":"box","text":"Distributions by the Fund of investment company taxable income (including any short-term","page_number":86,"box":{"x":265,"y":184,"width":641,"height":12}},{"id":"492531c2-a2a5-4d65-945c-dd127400ae9a","block_type":"box","text":"capital gains), whether received in cash or shares, will be taxable either as ordinary income or as qualified dividend income,","page_number":86,"box":{"x":59,"y":199,"width":862,"height":12}},{"id":"0b0e3178-3c90-4c0c-9767-428532bc8336","block_type":"box","text":"which is eligible to be taxed at long-term capital gain rates to the extent the Fund receives qualified dividend income on the","page_number":86,"box":{"x":59,"y":214,"width":864,"height":12}},{"id":"9b8741bd-a770-48a1-a883-3d6c2d4be14d","block_type":"box","text":"securities it holds and the Fund reports the distribution as qualified dividend income. Qualified dividend income is, in general,","page_number":86,"box":{"x":59,"y":229,"width":876,"height":12}},{"id":"3ef385aa-1199-4171-900c-e32ba8f5d8e3","block_type":"box","text":"dividend income from taxable U.S. corporations (but generally not from a U.S. real estate investment trust (“REIT”)) and","page_number":86,"box":{"x":59,"y":244,"width":838,"height":13}},{"id":"a2c31dd8-7ac8-42b4-90de-27aee3ceaabf","block_type":"box","text":"certain non-U.S. corporations (","page_number":86,"box":{"x":59,"y":259,"width":216,"height":13}},{"id":"0270bc13-ab77-4b0e-baf3-75ec79c9d106","block_type":"box","text":"e.g.","page_number":86,"box":{"x":276,"y":262,"width":23,"height":10}},{"id":"03a33167-b9b5-44ec-a28a-dc27802bdf57","block_type":"box","text":", non-U.S. corporations that are not PFICs and which are incorporated in a possession of","page_number":86,"box":{"x":301,"y":259,"width":619,"height":13}},{"id":"36f876fc-3b2e-418f-b932-13f4749113ee","block_type":"box","text":"the U.S. or in certain countries with a comprehensive tax treaty with the U.S., or the stock of which is readily tradable on an","page_number":86,"box":{"x":59,"y":274,"width":860,"height":13}},{"id":"757f56c1-81ca-4a08-97a4-0485fb139af2","block_type":"box","text":"established securities market in the U.S. (where the dividends are paid with respect to such stock)). Substitute payments","page_number":86,"box":{"x":59,"y":290,"width":843,"height":12}},{"id":"2faa4127-dd42-4339-9687-eece736f8e81","block_type":"box","text":"received by the Fund for securities lent out by the Fund will not be qualified dividend income.","page_number":86,"box":{"x":60,"y":305,"width":649,"height":12}},{"id":"192fe83b-ecaa-4aae-b8f3-17ccb05caf33","block_type":"box","text":"A dividend from the Fund will not be treated as qualified dividend income to the extent that: (i) the shareholder has not held","page_number":86,"box":{"x":59,"y":331,"width":869,"height":13}},{"id":"9d66dc43-7ab9-46ba-90d3-f8c0c09703c7","block_type":"box","text":"the shares on which the dividend was paid for 61 days during the 121-day period that begins on the date that is 60 days","page_number":86,"box":{"x":59,"y":346,"width":838,"height":13}},{"id":"cb7bb70b-f655-4e08-bf72-3a338246dbae","block_type":"box","text":"before the date on which the shares become ex-dividend with respect to such dividend or the Fund fails to satisfy those","page_number":86,"box":{"x":60,"y":361,"width":837,"height":13}},{"id":"9ea96765-e234-4090-a4ed-1dacc4da9af7","block_type":"box","text":"holding period requirements with respect to the securities it holds that paid the dividends distributed to the shareholder (or,","page_number":86,"box":{"x":60,"y":377,"width":865,"height":12}},{"id":"cd89ed02-7456-4286-bf3a-dbaf36489dfd","block_type":"box","text":"in the case of certain preferred stocks, the holding requirement of 91 days during the 181-day period beginning on the date","page_number":86,"box":{"x":60,"y":392,"width":860,"height":12}},{"id":"18f402b9-bd62-4e87-9db5-4f39945b95db","block_type":"box","text":"that is 90 days before the date on which the stock becomes ex-dividend with respect to such dividend); (ii) the Fund or the","page_number":86,"box":{"x":59,"y":407,"width":861,"height":12}},{"id":"0617e858-a1ba-4875-80ec-f5a1cc18e5f9","block_type":"box","text":"shareholder is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to","page_number":86,"box":{"x":59,"y":422,"width":872,"height":12}},{"id":"b21ad862-ed0d-4ac1-9020-b75a3ceafac0","block_type":"box","text":"substantially similar or related property; or (iii) the shareholder elects to treat such dividend as investment income under","page_number":86,"box":{"x":59,"y":437,"width":844,"height":12}},{"id":"898f3bb3-1745-4cfd-893f-3a555b926182","block_type":"box","text":"Section 163(d)(4)(B) of the Internal Revenue Code. Dividends received by the Fund from a REIT or another RIC may be","page_number":86,"box":{"x":59,"y":452,"width":827,"height":12}},{"id":"d62210cd-1c8d-4d98-af9a-73d2ece9985b","block_type":"box","text":"treated as qualified dividend income only to the extent the dividend distributions are attributable to qualified dividend","page_number":86,"box":{"x":59,"y":467,"width":823,"height":13}},{"id":"79dc4782-70a2-4293-8fa1-3b8b0267eff7","block_type":"box","text":"income received by such REIT or other RIC. It is expected that dividends received by the Fund from a REIT and distributed to a","page_number":86,"box":{"x":60,"y":482,"width":877,"height":13}},{"id":"1c587815-014e-4f5f-9cfa-1acec0542903","block_type":"box","text":"shareholder generally will be taxable to the shareholder as ordinary income. However, a non-corporate taxpayer who is a","page_number":86,"box":{"x":59,"y":497,"width":843,"height":13}},{"id":"4d975be7-b8cf-421c-b070-8f5f7df4aee5","block_type":"box","text":"direct REIT shareholder may claim a 20% “qualified business income” deduction for ordinary REIT dividends, and a RIC may","page_number":86,"box":{"x":59,"y":513,"width":864,"height":12}},{"id":"fb12db0b-abf1-46ad-8837-9fc1d154f3a7","block_type":"box","text":"report dividends as eligible for this deduction to the extent the RIC’s income is derived from ordinary REIT dividends (reduced","page_number":86,"box":{"x":60,"y":528,"width":876,"height":12}},{"id":"ecaea97a-5f5d-4a79-a445-7249cd63546b","block_type":"box","text":"by allocable RIC expenses). A shareholder may treat the dividends as such provided the RIC and the shareholder satisfy","page_number":86,"box":{"x":60,"y":543,"width":832,"height":12}},{"id":"e92f754b-01ec-4909-b57d-30316002ff10","block_type":"box","text":"applicable holding period requirements. Distributions by the Fund of its net short-term capital gains will be taxable as","page_number":86,"box":{"x":59,"y":558,"width":822,"height":12}},{"id":"ec2946e9-407b-4bac-bd93-618a0e5ffd2c","block_type":"box","text":"ordinary income.","page_number":86,"box":{"x":59,"y":573,"width":118,"height":12}},{"id":"3380727e-bf02-4cf0-b7bf-e6b39e58bd86","block_type":"box","text":"Corporate Dividends Received Deduction.","page_number":86,"box":{"x":59,"y":600,"width":300,"height":12}},{"id":"861fd960-d39f-421a-b3a0-881e0a2758ef","block_type":"box","text":"Dividends paid by the Fund that are attributable to dividends received by the","page_number":86,"box":{"x":369,"y":600,"width":533,"height":12}},{"id":"0ed468de-5dab-4d6c-b006-e04d0abc18e3","block_type":"box","text":"Fund from U.S. corporations may qualify for the U.S. federal dividends received deduction for corporations. A 46-day","page_number":86,"box":{"x":60,"y":615,"width":814,"height":12}},{"id":"abe886ad-89fc-4614-9f0e-3b0a189b1648","block_type":"box","text":"minimum holding period during the 90-day period that begins 45 days prior to ex-dividend date (or 91-day minimum holding","page_number":86,"box":{"x":60,"y":630,"width":878,"height":12}},{"id":"3bb8f326-d71b-4b07-aef6-c5ffe818348c","block_type":"box","text":"period during the 180 period beginning 90 days prior to ex-dividend date for certain preference dividends) during which risk","page_number":86,"box":{"x":59,"y":645,"width":870,"height":12}},{"id":"05d55918-5302-41a5-84c6-7891c0467a29","block_type":"box","text":"of loss may not be diminished is required for the applicable shares, at both the Fund and shareholder level, for a dividend to","page_number":86,"box":{"x":59,"y":660,"width":863,"height":12}},{"id":"fe74fc90-ed78-4b27-bb07-c44ae88becd5","block_type":"box","text":"be eligible for the dividends received deduction. Restrictions may apply if indebtedness, including a short sale, is attributable","page_number":86,"box":{"x":60,"y":675,"width":867,"height":12}},{"id":"84069da3-63c2-4225-acd3-638f3f066dc3","block_type":"box","text":"to the investment.","page_number":86,"box":{"x":59,"y":690,"width":126,"height":10}},{"id":"87c1f25b-d9ea-432d-bbc5-86d6976548cc","block_type":"box","text":"Excess Inclusion Income.","page_number":86,"box":{"x":60,"y":717,"width":179,"height":10}},{"id":"a62b760a-107c-4d7b-bc5b-e5e64a9de1e5","block_type":"box","text":"Under current law, the Fund serves to block unrelated business taxable income (“UBTI”) from","page_number":86,"box":{"x":249,"y":717,"width":651,"height":12}},{"id":"c7179099-93bb-4620-b5f5-690df23aa344","block_type":"box","text":"being realized by its tax-exempt shareholders. Notwithstanding the foregoing, a tax-exempt shareholder could realize UBTI by","page_number":86,"box":{"x":60,"y":732,"width":878,"height":12}},{"id":"acbe7c92-bb50-4a2d-96af-c712ede15fd6","block_type":"box","text":"virtue of its investment in the Fund if shares in the Fund constitute debt-financed property in the hands of the tax-exempt","page_number":86,"box":{"x":59,"y":747,"width":854,"height":12}},{"id":"43b08484-e892-4e0c-a575-282dae95bfb1","block_type":"box","text":"shareholder within the meaning of Section 514(b) of the Internal Revenue Code. Certain types of income received by the","page_number":86,"box":{"x":59,"y":762,"width":840,"height":12}},{"id":"2603845a-f69d-4e10-be7f-55379f56c012","block_type":"box","text":"Fund from REITs, real estate mortgage investment conduits, taxable mortgage pools or other investments may cause the","page_number":86,"box":{"x":60,"y":777,"width":845,"height":13}},{"id":"891d62b1-f873-44d6-8f5d-b26855c2d5fd","block_type":"box","text":"Fund to report some or all of its distributions as “excess inclusion income.” To Fund shareholders, such excess inclusion","page_number":86,"box":{"x":60,"y":792,"width":837,"height":13}},{"id":"9ce7d43c-0072-4cab-b13b-f30b992945d8","block_type":"box","text":"income may: (i) constitute taxable income, as UBTI for those shareholders who would otherwise be tax-exempt such as","page_number":86,"box":{"x":60,"y":807,"width":836,"height":13}},{"id":"e989ef22-966f-43b0-9e74-a64f3a7a6673","block_type":"box","text":"individual retirement accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable entities; (ii) not be offset","page_number":86,"box":{"x":60,"y":823,"width":867,"height":12}},{"id":"3a158f27-b2a7-400c-96c6-fcfaf78334d9","block_type":"box","text":"by otherwise allowable deductions for tax purposes; (iii) not be eligible for reduced U.S. withholding for non-U.S.","page_number":86,"box":{"x":60,"y":838,"width":785,"height":12}},{"id":"8074a1bf-fef6-4dfc-b945-05862fec27bc","block_type":"box","text":"shareholders even from tax treaty countries; and (iv) cause the Fund to be subject to tax if certain “disqualified","page_number":86,"box":{"x":59,"y":853,"width":773,"height":12}},{"id":"fb865d69-4e15-40d5-ad82-95919fa5e322","block_type":"box","text":"72","page_number":86,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"ce9e4a37-353a-4216-a62c-d97855367489","block_type":"box","text":"organizations,” as defined by the Internal Revenue Code, are Fund shareholders. If a charitable remainder annuity trust or a","page_number":87,"box":{"x":59,"y":67,"width":859,"height":12}},{"id":"f278d521-7b5a-47e0-9c57-cc2d884837d6","block_type":"box","text":"charitable remainder unitrust (each as defined in Section 664 of the Internal Revenue Code) has UBTI for a taxable year, a","page_number":87,"box":{"x":59,"y":82,"width":848,"height":12}},{"id":"142b1c2e-5d7f-47cb-8870-4a11fc6b641d","block_type":"box","text":"100% excise tax on the UBTI is imposed on the trust.","page_number":87,"box":{"x":61,"y":97,"width":367,"height":12}},{"id":"c65207fb-55e3-4618-a6a9-5876b66638f0","block_type":"box","text":"The Fund tries to avoid investing in REITs that are expected to generate excess inclusion income, but the Fund may not","page_number":87,"box":{"x":59,"y":123,"width":832,"height":13}},{"id":"ae301726-e1fd-45ce-bd42-24566ed4d3fb","block_type":"box","text":"always be successful in doing so. Because information about a REIT’s investments may be inadequate or inaccurate, or","page_number":87,"box":{"x":59,"y":138,"width":831,"height":13}},{"id":"30bd4b28-1ccb-4fc4-b8c2-7cdc0c09ee1b","block_type":"box","text":"because a REIT may change its investment program, the Fund may not be successful in avoiding the consequences described","page_number":87,"box":{"x":60,"y":154,"width":877,"height":12}},{"id":"f3110d7e-5163-4ef8-8c8f-80dbe581f086","block_type":"box","text":"above. Avoidance of investments in REITs that generate excess inclusion income may require the Fund to forego otherwise","page_number":87,"box":{"x":59,"y":169,"width":857,"height":12}},{"id":"b5b3a126-3a6e-4de4-8e5d-6c7e62756f74","block_type":"box","text":"attractive investment opportunities.","page_number":87,"box":{"x":59,"y":185,"width":249,"height":11}},{"id":"88bc3094-d6f5-45e1-bf84-304a9c124e64","block_type":"box","text":"Non-U.S. Investments.","page_number":87,"box":{"x":60,"y":211,"width":158,"height":9}},{"id":"8b201d8b-6c73-41e4-af64-3c6fb86279d7","block_type":"box","text":"Under Section 988 of the Internal Revenue Code, gains or losses attributable to fluctuations in","page_number":87,"box":{"x":228,"y":210,"width":656,"height":13}},{"id":"49965326-e924-47c4-b823-47da7291bc0e","block_type":"box","text":"exchange rates between the time the Fund accrues income or receivables or expenses or other liabilities denominated in a","page_number":87,"box":{"x":59,"y":225,"width":855,"height":13}},{"id":"34a4b935-dedd-42fe-8f2d-b12ac56d833f","block_type":"box","text":"non-U.S. currency and the time the Fund actually collects such income or pays such liabilities are generally treated as","page_number":87,"box":{"x":60,"y":240,"width":819,"height":13}},{"id":"754b57bb-f46a-48fe-909f-84cb779a23ee","block_type":"box","text":"ordinary income or ordinary loss. In general, gains (and losses) realized on debt instruments will be treated as Section 988","page_number":87,"box":{"x":59,"y":256,"width":853,"height":12}},{"id":"5c3f5270-df3f-47a3-bb38-deb5bdfdc764","block_type":"box","text":"gain (or loss) to the extent attributable to changes in exchange rates between the U.S. dollar and the currencies in which the","page_number":87,"box":{"x":59,"y":271,"width":871,"height":12}},{"id":"6c4e8765-4344-4dc9-ad50-04c3bdcb41e1","block_type":"box","text":"instruments are denominated. Similarly, gains or losses on non-U.S. currency, non-U.S. currency forward contracts and","page_number":87,"box":{"x":60,"y":286,"width":829,"height":12}},{"id":"83a4d9ea-ea66-42be-889e-0c8906347b3c","block_type":"box","text":"certain non-U.S. currency options or futures contracts denominated in non-U.S. currency, to the extent attributable to","page_number":87,"box":{"x":59,"y":301,"width":824,"height":12}},{"id":"57b30ec0-d9f7-48f4-87b7-5edb631198b3","block_type":"box","text":"fluctuations in exchange rates between the acquisition and disposition dates, are also treated as ordinary income or loss","page_number":87,"box":{"x":59,"y":316,"width":841,"height":12}},{"id":"d2dc2145-095b-43d6-906b-d9f2150c5c39","block_type":"box","text":"unless the Fund were to elect otherwise.","page_number":87,"box":{"x":60,"y":331,"width":281,"height":10}},{"id":"2ae4763a-c391-4229-8643-1d9b196ecd2f","block_type":"box","text":"The Fund may be subject to non-U.S. income taxes withheld at the source. The Fund, if permitted to do so, may elect to","page_number":87,"box":{"x":59,"y":358,"width":837,"height":12}},{"id":"20b9627e-b769-460d-bc20-6e37c45ab563","block_type":"box","text":"“pass through” to its investors the amount of non-U.S. income taxes paid by the Fund provided that the Fund held the","page_number":87,"box":{"x":59,"y":373,"width":826,"height":12}},{"id":"c827e45d-0d76-4935-96c7-0dbdb8bb5e7c","block_type":"box","text":"security on the dividend settlement date and for at least 15 additional days immediately before and/or thereafter, with the","page_number":87,"box":{"x":59,"y":388,"width":854,"height":12}},{"id":"e55d464c-bd5a-4323-a2f3-26d3f15fd392","block_type":"box","text":"result that each investor with respect to shares of the Fund held for a minimum 16-day holding period at the time of deemed","page_number":87,"box":{"x":60,"y":403,"width":872,"height":12}},{"id":"45bfde9c-c848-4b93-a55d-829fcf7c9792","block_type":"box","text":"distribution will (i) include in gross income, even though not actually received, the investor’s","page_number":87,"box":{"x":59,"y":418,"width":645,"height":12}},{"id":"22ffd44e-4b7c-4ebb-9374-b634ca1c40a5","block_type":"box","text":"pro rata","page_number":87,"box":{"x":708,"y":419,"width":56,"height":11}},{"id":"d8f8adfd-ee05-4280-a2eb-9f57efbf0d97","block_type":"box","text":"share of the Fund’s","page_number":87,"box":{"x":769,"y":418,"width":133,"height":10}},{"id":"f6d40707-1a6a-4de9-9a99-383956d334f7","block_type":"box","text":"non-U.S. income taxes, and (ii) either deduct (in calculating U.S. taxable income, but only for investors who itemize their","page_number":87,"box":{"x":60,"y":433,"width":840,"height":13}},{"id":"bd66ceb2-718f-41ee-9f8d-0909ebd6b6a9","block_type":"box","text":"deductions on their personal tax returns) or credit (in calculating U.S. federal income tax) the investor’s","page_number":87,"box":{"x":59,"y":448,"width":722,"height":13}},{"id":"561b1615-87a9-4a3a-a515-f0c157947627","block_type":"box","text":"pro rata","page_number":87,"box":{"x":785,"y":450,"width":56,"height":11}},{"id":"69862303-8c92-463b-9652-fe9ee5a227f1","block_type":"box","text":"share of the","page_number":87,"box":{"x":846,"y":448,"width":82,"height":10}},{"id":"65434da8-a1a8-4a2e-9332-aa2681bf4796","block_type":"box","text":"Fund’s non-U.S. income taxes. Withholding taxes on dividends on non-U.S. securities while such securities are lent out by the","page_number":87,"box":{"x":60,"y":463,"width":876,"height":13}},{"id":"118aa776-583a-49d0-9c50-23d4d3f0b9af","block_type":"box","text":"Fund are not eligible for non-U.S. tax credit pass through. Taxes not “passed through” for tax purposes will not be available to","page_number":87,"box":{"x":60,"y":479,"width":877,"height":12}},{"id":"20063f7a-7a48-4fd3-a8c4-aab92edd4bb4","block_type":"box","text":"shareholders for foreign tax credit purposes. A non-U.S. person invested in the Fund in a year that the Fund elects to “pass","page_number":87,"box":{"x":59,"y":494,"width":856,"height":12}},{"id":"9068ef40-3e99-42a9-b752-d558d12399b0","block_type":"box","text":"through” its non-U.S. taxes may be treated as receiving additional dividend income subject to U.S. withholding tax. A non","page_number":87,"box":{"x":59,"y":509,"width":855,"height":12}},{"id":"ce1efc3d-595f-414b-81c8-fa3a89ba802e","block_type":"box","text":"U.S. tax credit may not exceed the investor’s U.S. federal income tax otherwise payable with respect to the investor’s non-U.S.","page_number":87,"box":{"x":60,"y":524,"width":875,"height":12}},{"id":"fcd344a7-3978-40dc-94d7-0992afac0d45","block_type":"box","text":"source income. For this purpose, shareholders must treat as non-U.S. source gross income (i) their proportionate shares of","page_number":87,"box":{"x":59,"y":539,"width":860,"height":12}},{"id":"5fd136e6-4bae-4fcc-a049-e5b7f6ab4561","block_type":"box","text":"non-U.S. taxes paid by the Fund and (ii) the portion of any dividend paid by the Fund that represents income derived from","page_number":87,"box":{"x":60,"y":554,"width":850,"height":13}},{"id":"6b8b13df-e5c2-499d-8a40-ac48112cd8a8","block_type":"box","text":"non-U.S. sources; the Fund’s gain from the sale of securities will generally be treated as U.S.-source income. Certain","page_number":87,"box":{"x":60,"y":569,"width":808,"height":13}},{"id":"53ce3b53-7c61-42a3-8695-7e2039541e5a","block_type":"box","text":"limitations will be imposed to the extent to which the non-U.S. tax credit may be claimed. If your Fund shares are loaned","page_number":87,"box":{"x":60,"y":584,"width":841,"height":13}},{"id":"d58d7d05-0a1d-4cc5-941b-ba50efc4d74e","block_type":"box","text":"pursuant to securities lending arrangements, you may lose the ability to use any non-U.S. tax credits passed through by the","page_number":87,"box":{"x":59,"y":600,"width":863,"height":12}},{"id":"73015e8f-88d8-41f7-b8de-a123e48a9ddb","block_type":"box","text":"Fund or to treat Fund dividends (paid while the shares are held by the borrower) as qualified dividends. Regarding a short sale","page_number":87,"box":{"x":60,"y":615,"width":878,"height":12}},{"id":"fff65fe1-3ce2-4ce7-94bd-1440bf538dca","block_type":"box","text":"with respect to shares of the Fund, substitute payments made to the lender of such shares may not be deductible under","page_number":87,"box":{"x":59,"y":630,"width":840,"height":12}},{"id":"da1ba0d7-7d99-4897-8f94-4731e6d4b88e","block_type":"box","text":"certain circumstances. Consult your financial intermediary or tax advisor.","page_number":87,"box":{"x":59,"y":645,"width":510,"height":12}},{"id":"f4503d18-a475-4203-8ea4-a35993b21ee8","block_type":"box","text":"Passive Foreign Investment Companies.","page_number":87,"box":{"x":60,"y":672,"width":283,"height":12}},{"id":"8c34cfb8-c049-4914-a2e2-1f0f245ebd13","block_type":"box","text":"If the Fund purchases shares in PFICs, it may be subject to U.S. federal income tax","page_number":87,"box":{"x":353,"y":671,"width":571,"height":13}},{"id":"3e880f14-4c56-4591-a356-8dc3ac605398","block_type":"box","text":"on a portion of any “excess distribution” or gain from the disposition of such shares even if such income is distributed as a","page_number":87,"box":{"x":59,"y":686,"width":856,"height":13}},{"id":"496a2380-8802-446b-a666-9d38d6bb5e7d","block_type":"box","text":"taxable dividend by the Fund to its shareholders. Additional charges in the nature of interest may be imposed on the Fund in","page_number":87,"box":{"x":59,"y":702,"width":869,"height":12}},{"id":"7684134c-138a-44c8-878f-2b64aa8d126b","block_type":"box","text":"respect of deferred taxes arising from such distributions or gains.","page_number":87,"box":{"x":60,"y":717,"width":454,"height":12}},{"id":"ed5f6848-7168-40cf-91a8-8c0ce24118f2","block_type":"box","text":"If the Fund were to invest in a PFIC and elect to treat the PFIC as a “qualified electing fund” under the Internal Revenue Code,","page_number":87,"box":{"x":60,"y":743,"width":870,"height":12}},{"id":"11771f8a-04ac-4c0c-8cfb-3bf15aa5cbfe","block_type":"box","text":"in lieu of the foregoing requirements, the Fund might be required to include in income each year a portion of the ordinary","page_number":87,"box":{"x":60,"y":758,"width":849,"height":13}},{"id":"f414e6b9-56d3-4813-9fb2-123ddf7c9e41","block_type":"box","text":"earnings and net capital gains of the qualified electing fund, even if not distributed to the Fund, and such amounts would be","page_number":87,"box":{"x":59,"y":773,"width":870,"height":13}},{"id":"92e9dd21-6b62-4ec7-8d9f-985d458e3a8c","block_type":"box","text":"subject to the 90% and excise tax distribution requirements described above. In order to make this election, the Fund would","page_number":87,"box":{"x":59,"y":788,"width":867,"height":13}},{"id":"f9786011-469b-46b5-9d5c-4eca2a61611e","block_type":"box","text":"be required to obtain certain annual information from the PFICs in which it invests, which may be difficult or impossible to","page_number":87,"box":{"x":60,"y":804,"width":853,"height":12}},{"id":"d10e2781-6154-4da3-a8fb-734d1ea0add9","block_type":"box","text":"obtain.","page_number":87,"box":{"x":59,"y":819,"width":47,"height":9}},{"id":"8d012915-d837-4b1d-9629-9aa2f53352bf","block_type":"box","text":"Alternatively, the Fund may make a mark-to-market election that would result in the Fund being treated as if it had sold and","page_number":87,"box":{"x":59,"y":845,"width":867,"height":13}},{"id":"62f7ad32-ce94-469f-8883-1c45792d69b9","block_type":"box","text":"repurchased its PFIC stock at the end of each year. In such case, the Fund would report any such gains as ordinary income","page_number":87,"box":{"x":60,"y":860,"width":854,"height":13}},{"id":"da9413fa-f7e0-4491-9276-5294d80edaed","block_type":"box","text":"and would deduct any such losses as ordinary losses to the extent of previously recognized gains. The election must be made","page_number":87,"box":{"x":59,"y":875,"width":878,"height":13}},{"id":"d71aea4c-bf12-4856-822b-9dfccedfac38","block_type":"box","text":"73","page_number":87,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"d9b628f1-7402-4176-8295-c05777946749","block_type":"box","text":"separately for each PFIC owned by the Fund and, once made, would be effective for all subsequent taxable years, unless","page_number":88,"box":{"x":59,"y":67,"width":837,"height":12}},{"id":"612a9f57-bc4e-4741-99ea-78eb99dcfc95","block_type":"box","text":"revoked with the consent of the IRS. By making the election, the Fund could potentially ameliorate the adverse tax","page_number":88,"box":{"x":60,"y":82,"width":797,"height":12}},{"id":"05467bf2-4c1f-419d-a822-248566e27e65","block_type":"box","text":"consequences with respect to its ownership of shares in a PFIC, but in any particular year may be required to recognize","page_number":88,"box":{"x":59,"y":97,"width":830,"height":12}},{"id":"d3385aae-7356-4fdd-baa3-2fa9a9a5ffb9","block_type":"box","text":"income in excess of the distributions it receives from PFICs and its proceeds from dispositions of PFIC stock. The Fund may","page_number":88,"box":{"x":60,"y":112,"width":861,"height":12}},{"id":"9834a696-7b79-4255-8be4-710c128781bd","block_type":"box","text":"have to distribute this “phantom” income and gain to satisfy the 90% distribution requirement and to avoid imposition of the","page_number":88,"box":{"x":60,"y":127,"width":876,"height":12}},{"id":"974ca8cb-0115-4f55-840e-9a29c8653d09","block_type":"box","text":"4% excise tax.","page_number":88,"box":{"x":59,"y":143,"width":99,"height":9}},{"id":"ddf21250-c1bc-46fd-9575-44cbbe4e6b96","block_type":"box","text":"The Fund will make the appropriate tax elections, if possible, and take any additional steps that are necessary to mitigate the","page_number":88,"box":{"x":59,"y":169,"width":872,"height":12}},{"id":"f9524150-5035-4550-9478-b424b0bd2662","block_type":"box","text":"effects of these rules.","page_number":88,"box":{"x":59,"y":184,"width":147,"height":9}},{"id":"4f7d46cf-b8bf-46b7-aa90-6d24ae6c20d2","block_type":"box","text":"Reporting.","page_number":88,"box":{"x":60,"y":211,"width":73,"height":12}},{"id":"5646f013-e5e8-438e-8a43-4fa314a704a4","block_type":"box","text":"If a shareholder recognizes a loss with respect to the Fund’s shares of $2 million or more for an individual","page_number":88,"box":{"x":143,"y":210,"width":735,"height":13}},{"id":"039a7711-74ad-4d28-abb0-f7d6882442cf","block_type":"box","text":"shareholder or $10 million or more for a corporate shareholder, the shareholder must file with the IRS a disclosure statement","page_number":88,"box":{"x":59,"y":225,"width":872,"height":13}},{"id":"5d209b36-0b4d-4a59-9dee-256c027a7e9d","block_type":"box","text":"on IRS Form 8886. Direct shareholders of portfolio securities are in many cases exempted from this reporting requirement,","page_number":88,"box":{"x":59,"y":240,"width":856,"height":13}},{"id":"abbcea62-f4b9-485b-ba6c-c0a4b9df1cbb","block_type":"box","text":"but under current guidance, shareholders of a RIC are not exempted. The fact that a loss is reportable under these","page_number":88,"box":{"x":60,"y":256,"width":797,"height":12}},{"id":"b112245b-bdbb-4e8d-8ab5-816d5d697309","block_type":"box","text":"regulations does not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. Shareholders","page_number":88,"box":{"x":60,"y":271,"width":850,"height":12}},{"id":"c91923b6-1d34-4051-a456-94d6ef68afe8","block_type":"box","text":"should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.","page_number":88,"box":{"x":59,"y":286,"width":868,"height":12}},{"id":"70e5e92c-77b1-4bb9-966f-3c94470f4381","block_type":"box","text":"Other Taxes.","page_number":88,"box":{"x":59,"y":312,"width":89,"height":10}},{"id":"ce8a9010-4fb3-45af-aa7b-342e5e811910","block_type":"box","text":"Dividends, distributions and redemption proceeds may also be subject to additional state, local and non-U.S.","page_number":88,"box":{"x":158,"y":312,"width":759,"height":13}},{"id":"6584b1bd-c04c-4f87-81f7-e6947448d0e4","block_type":"box","text":"taxes depending on each shareholder’s particular situation.","page_number":88,"box":{"x":59,"y":327,"width":413,"height":13}},{"id":"0d210be1-cc3b-443e-8916-b0623fc09e42","block_type":"box","text":"Taxation of Non-U.S. Shareholders.","page_number":88,"box":{"x":58,"y":354,"width":253,"height":10}},{"id":"eb83eb77-328e-4df4-82a6-69559a9539f9","block_type":"box","text":"Dividends paid by the Fund to non-U.S. shareholders are generally subject to","page_number":88,"box":{"x":321,"y":354,"width":534,"height":12}},{"id":"1656ef6e-6e9a-4550-9e44-c65dfa7738fa","block_type":"box","text":"withholding tax at a 30% rate or a reduced rate specified by an applicable income tax treaty to the extent derived from","page_number":88,"box":{"x":59,"y":369,"width":828,"height":12}},{"id":"f5815610-089d-43d1-8595-9267610beeba","block_type":"box","text":"investment income and short-term capital gains. Dividends paid by the Fund from net tax-exempt income or long-term","page_number":88,"box":{"x":60,"y":384,"width":834,"height":12}},{"id":"8a52eea9-1a38-48ce-9cee-941e2d0ad8bb","block_type":"box","text":"capital gains are generally not subject to such withholding tax. In order to obtain a reduced rate of withholding, a non-U.S.","page_number":88,"box":{"x":59,"y":399,"width":857,"height":13}},{"id":"389e44ee-a9d1-4375-883f-0fe8798d1811","block_type":"box","text":"shareholder will be required to provide an IRS Form W-8BEN or IRS Form W-8BEN-E certifying its entitlement to benefits","page_number":88,"box":{"x":59,"y":414,"width":839,"height":13}},{"id":"5c74d4b4-dca7-47dd-aaf1-e7b44a86e5d8","block_type":"box","text":"under a treaty. The withholding tax does not apply to regular dividends paid to a non-U.S. shareholder who provides an IRS","page_number":88,"box":{"x":60,"y":429,"width":860,"height":13}},{"id":"5490b79d-47ec-45dc-aa29-e98ec2555227","block_type":"box","text":"Form W-8ECI, certifying that the dividends are effectively connected with the non-U.S. shareholder’s conduct of a trade or","page_number":88,"box":{"x":60,"y":445,"width":853,"height":12}},{"id":"9e7e0f9b-775e-4512-a213-3d287281c089","block_type":"box","text":"business within the U.S. Instead, the effectively connected dividends will be subject to regular U.S. income tax as if the non","page_number":88,"box":{"x":60,"y":460,"width":862,"height":12}},{"id":"e5181001-63be-4411-82ee-9d0ddac1b262","block_type":"box","text":"U.S. shareholder were a U.S. shareholder. A non-U.S. corporation receiving effectively connected dividends may also be","page_number":88,"box":{"x":60,"y":475,"width":829,"height":12}},{"id":"452fbec9-2c8b-41cc-b0dc-52f82d63ac67","block_type":"box","text":"subject to additional “branch profits tax” imposed at a rate of 30% (or lower treaty rate). A non-U.S. shareholder who fails to","page_number":88,"box":{"x":59,"y":490,"width":872,"height":12}},{"id":"5553fb2c-077f-4e2b-97ca-a3a5e230aa56","block_type":"box","text":"provide an IRS Form W-8BEN, IRS Form W-8BEN-E or other applicable form may be subject to backup withholding at the","page_number":88,"box":{"x":59,"y":505,"width":844,"height":12}},{"id":"588788c4-60fe-4d4b-873d-b63d7fcd25c6","block_type":"box","text":"appropriate rate.","page_number":88,"box":{"x":59,"y":521,"width":115,"height":11}},{"id":"7c58cf4f-f723-4950-97e5-ebb920f4c40c","block_type":"box","text":"Properly-reported dividends are generally exempt from U.S. federal withholding tax where they (i) are paid in respect of the","page_number":88,"box":{"x":60,"y":547,"width":860,"height":12}},{"id":"2bd795ed-0a9f-46a4-8197-c6129935dc2c","block_type":"box","text":"Fund’s “qualified net interest income” (generally, the Fund’s U.S. source interest income, other than certain contingent","page_number":88,"box":{"x":60,"y":562,"width":827,"height":12}},{"id":"ba0a3c96-bfa0-4741-8157-ddeb11d47096","block_type":"box","text":"interest and interest from obligations of a corporation or partnership in which the Fund is at least a 10% shareholder or","page_number":88,"box":{"x":60,"y":577,"width":834,"height":12}},{"id":"155ecd35-96d3-460f-8ef6-98333bb846ac","block_type":"box","text":"partner, reduced by expenses that are allocable to such income) or (ii) are paid in respect of the Fund’s “qualified short-term","page_number":88,"box":{"x":59,"y":592,"width":868,"height":12}},{"id":"e32688f9-0a11-4ec7-9ab8-adbf269dc3fb","block_type":"box","text":"capital gains” (generally, the excess of the Fund’s net short-term capital gain over the Fund’s long-term capital loss for such","page_number":88,"box":{"x":59,"y":607,"width":866,"height":12}},{"id":"0471772b-4c26-4341-8657-40e184a4b794","block_type":"box","text":"taxable year). However, depending on its circumstances, the Fund may report all, some or none of its potentially eligible","page_number":88,"box":{"x":59,"y":622,"width":837,"height":13}},{"id":"9ac213b1-4317-4dc8-b2d3-7602767801fe","block_type":"box","text":"dividends as such qualified net interest income or as qualified short-term capital gains and/or treat such dividends, in whole","page_number":88,"box":{"x":59,"y":637,"width":871,"height":13}},{"id":"0604fb94-8f84-47c2-ad1d-ca6aeaa56b01","block_type":"box","text":"or in part, as ineligible for this exemption from withholding. In order to qualify for this exemption from withholding, a non","page_number":88,"box":{"x":59,"y":652,"width":857,"height":13}},{"id":"91c1f96c-91a1-412a-98a1-acdb5a7d795b","block_type":"box","text":"U.S. shareholder will need to comply with applicable certification requirements relating to its non-U.S. status (including, in","page_number":88,"box":{"x":60,"y":668,"width":853,"height":12}},{"id":"985a269a-7a73-4fa0-a4aa-246032951600","block_type":"box","text":"general, furnishing an IRS Form W-8BEN, IRS Form W-8BEN-E or substitute Form). In the case of shares held through an","page_number":88,"box":{"x":59,"y":683,"width":839,"height":12}},{"id":"29bfb04c-c461-44f3-af4b-0c70cb51766f","block_type":"box","text":"intermediary, the intermediary may withhold even if the Fund reports the payment as qualified net interest income or","page_number":88,"box":{"x":60,"y":698,"width":818,"height":12}},{"id":"7fb70aea-44e7-47a9-ad5c-b008e35dbb26","block_type":"box","text":"qualified short-term capital gain. Non-U.S. shareholders should contact their intermediaries with respect to the application of","page_number":88,"box":{"x":59,"y":713,"width":878,"height":12}},{"id":"e72f9845-4296-40a0-8bfa-83fd8b5b572a","block_type":"box","text":"these rules to their accounts.","page_number":88,"box":{"x":59,"y":728,"width":202,"height":10}},{"id":"6bea1bdf-13ce-4b1a-9518-13a343cfb98c","block_type":"box","text":"Special rules may apply to a foreign shareholder receiving a Fund distribution if at least 50% of the Fund’s assets consist of","page_number":88,"box":{"x":59,"y":754,"width":862,"height":13}},{"id":"58726c74-3ab7-4a80-b1bd-54c8c91d08ce","block_type":"box","text":"interests in U.S. real property interests, including certain REITs and U.S. real property holding corporations (as defined in the","page_number":88,"box":{"x":60,"y":770,"width":864,"height":12}},{"id":"ec497f95-7a22-414d-91fb-ceb27818a943","block_type":"box","text":"Internal Revenue Code and Treasury regulations). Fund distributions that are attributable to gain from the disposition of a","page_number":88,"box":{"x":60,"y":785,"width":849,"height":12}},{"id":"695d5999-49e8-4dcc-8bb5-d714b37b0f2b","block_type":"box","text":"U.S. real property interest will be taxable as ordinary dividends and subject to withholding at a 30% or lower treaty rate if the","page_number":88,"box":{"x":60,"y":800,"width":870,"height":12}},{"id":"acc18ea5-e099-4c1c-9d4b-ba61cd179229","block_type":"box","text":"foreign shareholder held no more than 5% of the Fund’s shares at any time during the one-year period ending on the date of","page_number":88,"box":{"x":59,"y":815,"width":875,"height":12}},{"id":"10367b1b-43d7-4c34-8759-f59343e216ec","block_type":"box","text":"the distribution. If the foreign shareholder held more than 5% of the Fund’s shares, the distribution would be treated as","page_number":88,"box":{"x":59,"y":830,"width":835,"height":12}},{"id":"13cd2f0f-090a-4077-abbf-d6b19c2c1008","block_type":"box","text":"income effectively connected with a trade or business within the U.S. and the foreign shareholder would be subject to","page_number":88,"box":{"x":60,"y":845,"width":822,"height":13}},{"id":"126b3361-1048-4f1a-9270-5fe5848b7071","block_type":"box","text":"withholding tax at a rate of 21% and would generally be required to file a U.S. federal income tax return.","page_number":88,"box":{"x":59,"y":860,"width":726,"height":13}},{"id":"89582e9d-2389-41d2-b00b-4372768236e5","block_type":"box","text":"74","page_number":88,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"acb3601b-7546-48d0-9a23-850ab6eb4b3e","block_type":"box","text":"Similar consequences would generally apply to a foreign shareholder’s gain on the sale of Fund shares unless the Fund is","page_number":89,"box":{"x":59,"y":67,"width":846,"height":12}},{"id":"1ec6abdd-0a58-40ac-bc39-89b68c097d82","block_type":"box","text":"domestically controlled (meaning that more than 50% of the value of the Fund’s shares is held by U.S. shareholders) or the","page_number":89,"box":{"x":59,"y":82,"width":860,"height":12}},{"id":"ce6a258e-f4c9-4626-b144-98f070f62f54","block_type":"box","text":"foreign shareholder owns no more than 5% of the Fund’s shares at any time during the five-year period ending on the date of","page_number":89,"box":{"x":59,"y":97,"width":881,"height":12}},{"id":"42197a33-20b7-4f7b-965b-fa7380a9f476","block_type":"box","text":"sale. Finally, a domestically controlled Fund may be required to recognize a portion of its gain on the in-kind distribution of","page_number":89,"box":{"x":59,"y":112,"width":858,"height":12}},{"id":"9bd5dbef-294d-4438-8d82-0e7af8d7be13","block_type":"box","text":"certain U.S. real property interests. Shareholders that are nonresident aliens or foreign entities are urged to consult their own","page_number":89,"box":{"x":59,"y":127,"width":871,"height":12}},{"id":"be68d98a-b621-4ebb-9499-4804535c7d09","block_type":"box","text":"tax advisors concerning the particular tax consequences to them of an investment in the Fund.","page_number":89,"box":{"x":59,"y":142,"width":664,"height":13}},{"id":"735d6563-7b1f-4dba-908a-c04b3bd1e4f4","block_type":"box","text":"A foreign shareholder also may be subject to certain “wash sale” rules to prevent the avoidance of the tax filing and payment","page_number":89,"box":{"x":59,"y":169,"width":874,"height":12}},{"id":"f38bb46f-a661-4527-b72d-ef2bf5f44d37","block_type":"box","text":"obligations discussed above through the sale and repurchase of Fund shares.","page_number":89,"box":{"x":59,"y":184,"width":539,"height":12}},{"id":"0cde9da3-8fd9-4248-a1a6-99e8dee12af8","block_type":"box","text":"Shareholders that are nonresident aliens or foreign entities are urged to consult their own tax advisors concerning the","page_number":89,"box":{"x":59,"y":210,"width":825,"height":13}},{"id":"bfd6712f-b759-4f32-ba3c-db283f2f4f37","block_type":"box","text":"particular tax consequences to them of an investment in a Fund.","page_number":89,"box":{"x":59,"y":225,"width":451,"height":13}},{"id":"b269b4b4-e003-488e-89f0-80f32fb6dd19","block_type":"box","text":"Separately, a 30% withholding tax is currently imposed on U.S.-source dividends, interest and other income items paid to: (i)","page_number":89,"box":{"x":59,"y":252,"width":870,"height":12}},{"id":"264ab411-66a2-4fb7-a800-66fe26d98f61","block_type":"box","text":"foreign financial institutions, including non-U.S. investment funds, unless they agree to collect and disclose to the IRS","page_number":89,"box":{"x":59,"y":267,"width":821,"height":12}},{"id":"6235b9be-b2f8-4780-9051-617fdaa9a6cc","block_type":"box","text":"information regarding their direct and indirect U.S. account holders; and (ii) certain other foreign entities, unless they certify","page_number":89,"box":{"x":60,"y":282,"width":866,"height":12}},{"id":"570d7a59-0eaa-41d3-8d53-8704fd076254","block_type":"box","text":"certain information regarding their direct and indirect U.S. owners. To avoid withholding, foreign financial institutions will","page_number":89,"box":{"x":59,"y":297,"width":847,"height":13}},{"id":"a875b684-2bd4-4aa9-929b-cb545ddacd5d","block_type":"box","text":"need to: (i) enter into agreements with the IRS that state that they will provide the IRS information, including the names,","page_number":89,"box":{"x":60,"y":312,"width":840,"height":13}},{"id":"7d59588d-b45b-4bef-9446-ef8cbda164c1","block_type":"box","text":"addresses and taxpayer identification numbers of direct and indirect U.S. account holders; comply with due diligence","page_number":89,"box":{"x":59,"y":327,"width":818,"height":13}},{"id":"aca4a85d-51ec-4e14-963b-c5d761f95ccf","block_type":"box","text":"procedures with respect to the identification of U.S. accounts; report to the IRS certain information with respect to U.S.","page_number":89,"box":{"x":59,"y":343,"width":830,"height":12}},{"id":"447898ac-a963-495e-af26-ec2074e52305","block_type":"box","text":"accounts maintained; agree to withhold tax on certain payments made to non-compliant foreign financial institutions or to","page_number":89,"box":{"x":59,"y":358,"width":861,"height":12}},{"id":"c0b8a92b-aff7-4b66-8187-4dc3c85a6522","block_type":"box","text":"account holders who fail to provide the required information; and determine certain other information concerning their","page_number":89,"box":{"x":59,"y":373,"width":835,"height":12}},{"id":"db26a9b5-f4f7-41cb-8999-67d224a7ab4d","block_type":"box","text":"account holders, or (ii) in the event an intergovernmental agreement and implementing legislation are adopted, provide local","page_number":89,"box":{"x":59,"y":388,"width":874,"height":12}},{"id":"89313745-5a33-40c5-be30-ee4c9ec8560d","block_type":"box","text":"revenue authorities with similar account holder information. Other foreign entities may need to report the name, address,","page_number":89,"box":{"x":60,"y":403,"width":849,"height":12}},{"id":"4c94b7b7-9d56-46a3-abd7-4c7b902b18f9","block_type":"box","text":"and taxpayer identification number of each substantial U.S. owner or provide certifications of no substantial U.S. ownership","page_number":89,"box":{"x":59,"y":418,"width":863,"height":12}},{"id":"2d84ac3a-e836-4cb5-a636-e91a5f764e95","block_type":"box","text":"unless certain exceptions apply.","page_number":89,"box":{"x":60,"y":433,"width":220,"height":13}},{"id":"d4f511cc-e22b-46ba-98e4-35dac8f3e47c","block_type":"box","text":"Shares of the Fund held by a non-U.S. shareholder at death will be considered situated within the U.S. and subject to the U.S.","page_number":89,"box":{"x":59,"y":460,"width":871,"height":12}},{"id":"774bfeff-e5ea-444a-aaea-ab7aafddf294","block_type":"box","text":"estate tax.","page_number":89,"box":{"x":59,"y":476,"width":71,"height":9}},{"id":"f8c0f57e-7329-4aa1-aa6f-0a5273239328","block_type":"box","text":"The foregoing discussion is a summary of certain material U.S. federal income tax considerations only and is not intended as","page_number":89,"box":{"x":59,"y":501,"width":872,"height":13}},{"id":"4b5604de-7b8b-44e4-9f6c-0052ac3837a1","block_type":"box","text":"a substitute for careful tax planning. Purchasers of shares should consult their own tax advisors as to the tax consequences","page_number":89,"box":{"x":59,"y":516,"width":864,"height":13}},{"id":"ccd54975-b436-46c4-90a6-98a046c33fc9","block_type":"box","text":"of investing in such shares, including consequences under state, local and non-U.S. tax laws. Finally, the foregoing discussion","page_number":89,"box":{"x":59,"y":531,"width":875,"height":13}},{"id":"31a3cf25-edb8-423c-b9bb-abf55fa8f136","block_type":"box","text":"is based on applicable provisions of the Internal Revenue Code, regulations, judicial authority and administrative","page_number":89,"box":{"x":60,"y":547,"width":782,"height":12}},{"id":"ebde7b20-1fe7-4c31-a89d-e29218894198","block_type":"box","text":"interpretations in effect on the date of this SAI. Changes in applicable authority could materially affect the conclusions","page_number":89,"box":{"x":60,"y":562,"width":826,"height":12}},{"id":"5694a4bf-feb5-43f9-b380-ca30edc2e17e","block_type":"box","text":"discussed above, and such changes often occur.","page_number":89,"box":{"x":59,"y":577,"width":337,"height":12}},{"id":"14ca54b1-40b9-43a0-8a7c-025455b83243","block_type":"box","text":"Financial Statements","page_number":89,"box":{"x":62,"y":608,"width":348,"height":23}},{"id":"6d89c07f-2526-40f0-b8f5-21ea472a7baa","block_type":"box","text":"The Fund’s financial statements, financial highlights and notes thereto and the report therein of PricewaterhouseCoopers","page_number":89,"box":{"x":59,"y":649,"width":850,"height":12}},{"id":"bc63cd96-ed24-44b8-acad-664da137e2e6","block_type":"box","text":"LLP, an independent registered public accounting firm, appearing in the Fund’s Form N-CSR are incorporated in this SAI by","page_number":89,"box":{"x":60,"y":664,"width":857,"height":12}},{"id":"8a9f69d0-b0ba-44ea-8d90-0feeb194f59e","block_type":"box","text":"reference. No other portions of a Fund’s Form N-CSR are incorporated by reference herein. The Fund’s Form N-CSR is located","page_number":89,"box":{"x":60,"y":679,"width":873,"height":12}},{"id":"2ecc948e-7a11-43a8-a221-a8805acbee52","block_type":"box","text":"here. A copy of the Fund’s Annual and Semi-Annual Reports and Annual and Semi-Annual Financial Statements may be","page_number":89,"box":{"x":60,"y":694,"width":839,"height":12}},{"id":"a4e66a9b-683a-42fe-aac6-26ed18419446","block_type":"box","text":"obtained without charge as described on the cover page of this SAI.","page_number":89,"box":{"x":59,"y":709,"width":473,"height":12}},{"id":"dd3f663c-df6f-4e0d-a06a-e07f6b3cbe5e","block_type":"box","text":"Miscellaneous Information","page_number":89,"box":{"x":61,"y":740,"width":445,"height":23}},{"id":"2d9bb5ef-74ac-45a8-b121-6a9b5ac6a2e9","block_type":"box","text":"Counsel.","page_number":89,"box":{"x":59,"y":781,"width":61,"height":10}},{"id":"193dfc0c-fb34-4e98-a7df-dd8eef7e27ff","block_type":"box","text":"Willkie Farr & Gallagher LLP, located at 787 Seventh Avenue, New York, NY 10019, is counsel to the Trust.","page_number":89,"box":{"x":129,"y":781,"width":733,"height":12}},{"id":"5671d60b-d5ac-41c1-a50a-05c869e7ed35","block_type":"box","text":"Independent Registered Public Accounting Firm.","page_number":89,"box":{"x":60,"y":807,"width":349,"height":13}},{"id":"ab946808-3b97-4bf0-832c-31a00ceed5c0","block_type":"box","text":"PricewaterhouseCoopers LLP, located at Two Commerce Square, 2001","page_number":89,"box":{"x":419,"y":807,"width":488,"height":13}},{"id":"a5be074f-1cff-4c6c-a68c-0344a0ce8234","block_type":"box","text":"Market Street, Philadelphia, PA 19103, serves as the Trust’s independent registered public accounting firm, audits the Fund’s","page_number":89,"box":{"x":59,"y":823,"width":868,"height":12}},{"id":"5f656c48-df38-4ee9-b381-d9571e677185","block_type":"box","text":"financial statements, and may perform other services.","page_number":89,"box":{"x":59,"y":838,"width":376,"height":12}},{"id":"32e84a2b-4d48-4ed4-994e-b0d97b89339a","block_type":"box","text":"75","page_number":89,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"1b1348d7-4529-4ad6-9470-8cf22f2aba48","block_type":"box","text":"Shareholder Communications to the Board.","page_number":90,"box":{"x":59,"y":67,"width":312,"height":9}},{"id":"7b174e7d-bb8b-455e-9643-a993d2ab1b32","block_type":"box","text":"The Board has established a process for shareholders to communicate with the","page_number":90,"box":{"x":380,"y":67,"width":555,"height":12}},{"id":"3b760295-7202-4be0-b8cb-36b0fadee3a2","block_type":"box","text":"Board. Shareholders may contact the Board by mail. Correspondence should be addressed to iShares Board of Trustees, c/o","page_number":90,"box":{"x":60,"y":82,"width":863,"height":12}},{"id":"13978e21-f040-4385-a8a9-006a36d81811","block_type":"box","text":"BlackRock Fund Advisors, iShares Fund Administration, 400 Howard Street, San Francisco, CA 94105. Shareholder","page_number":90,"box":{"x":60,"y":97,"width":796,"height":11}},{"id":"d4e4f4d3-2c85-4f41-8780-fd32d72b1e3b","block_type":"box","text":"communications to the Board should include the following information: (i) the name and address of the shareholder; (ii) the","page_number":90,"box":{"x":59,"y":112,"width":868,"height":12}},{"id":"9d225210-51ea-43bd-9b2f-2b0b41246c37","block_type":"box","text":"number of shares owned by the shareholder; (iii) the Fund(s) of which the shareholder owns shares; and (iv) if these shares","page_number":90,"box":{"x":60,"y":127,"width":863,"height":12}},{"id":"a64a195a-6a01-4551-be86-c1fc5ee7fed3","block_type":"box","text":"are owned indirectly through a broker, financial intermediary or other record owner, the name of the broker, financial","page_number":90,"box":{"x":59,"y":142,"width":814,"height":13}},{"id":"6b4ae791-fe73-4d12-a634-2c69a266c851","block_type":"box","text":"intermediary or other record owner. All correspondence received as set forth above shall be reviewed by the Secretary of the","page_number":90,"box":{"x":60,"y":157,"width":866,"height":13}},{"id":"cce575bc-fe2a-4afe-8cfd-1a89449a4879","block_type":"box","text":"Trust and reported to the Board.","page_number":90,"box":{"x":59,"y":172,"width":224,"height":13}},{"id":"0a44b4bd-ff63-434e-8874-a91876d304e8","block_type":"box","text":"Investors’ Rights.","page_number":90,"box":{"x":60,"y":199,"width":122,"height":12}},{"id":"20952b55-b829-4364-b6f0-645708e22c6a","block_type":"box","text":"The Fund relies on the services of BFA and its other service providers, including the Distributor,","page_number":90,"box":{"x":190,"y":199,"width":663,"height":12}},{"id":"9366303f-a071-4b8f-a353-4d9846073c4f","block_type":"box","text":"administrator, custodian and transfer agent. Further information about the duties and roles of these service providers is set","page_number":90,"box":{"x":59,"y":214,"width":860,"height":12}},{"id":"25cfc82b-bbca-4813-823e-fec46661a124","block_type":"box","text":"out in this SAI. Investors who acquire shares of the Fund are not parties to the relevant agreement with these service","page_number":90,"box":{"x":59,"y":229,"width":815,"height":12}},{"id":"78eab759-0848-4a32-aa38-1dd0e5bca5ac","block_type":"box","text":"providers and do not have express contractual rights against the Fund or its service providers, except certain institutional","page_number":90,"box":{"x":59,"y":244,"width":846,"height":13}},{"id":"9447c764-ef32-4c4a-bc8f-a4e4b494f886","block_type":"box","text":"investors that are Authorized Participants may have certain express contractual rights with respect to the Distributor under","page_number":90,"box":{"x":60,"y":259,"width":859,"height":13}},{"id":"4a6dbf80-4516-495f-acee-4694f8314030","block_type":"box","text":"the terms of the relevant Authorized Participant Agreement. Investors may have certain legal rights under federal or state law","page_number":90,"box":{"x":59,"y":274,"width":875,"height":13}},{"id":"cee8f468-f1c6-4b1f-8182-5d1cfb80e29c","block_type":"box","text":"against the Fund or its service providers. In the event that an investor considers that it may have a claim against the Fund, or","page_number":90,"box":{"x":59,"y":290,"width":871,"height":12}},{"id":"70670d34-0027-4217-b87c-8363595d5082","block_type":"box","text":"against any service provider in connection with its investment in the Fund, such investor should consult its own legal advisor.","page_number":90,"box":{"x":59,"y":305,"width":874,"height":12}},{"id":"c3aae801-b606-461e-b34f-6fa53c731ce9","block_type":"box","text":"By contract, Authorized Participants irrevocably submit to the non-exclusive jurisdiction of any New York State or U.S. federal","page_number":90,"box":{"x":60,"y":331,"width":872,"height":13}},{"id":"44bd0bef-cd80-4edd-81b7-940b218efa8d","block_type":"box","text":"court sitting in New York City over any suit, action or proceeding arising out of or relating to the Authorized Participant","page_number":90,"box":{"x":59,"y":346,"width":830,"height":13}},{"id":"c974328d-d829-4d85-b7f3-e379d241226e","block_type":"box","text":"Agreement. Jurisdiction over other claims, whether by investors or Authorized Participants, will turn on the facts of the","page_number":90,"box":{"x":59,"y":361,"width":828,"height":13}},{"id":"580f0a2f-9d0b-4423-8a19-139a29cb31d7","block_type":"box","text":"particular case and the law of the jurisdiction in which the proceeding is brought.","page_number":90,"box":{"x":59,"y":377,"width":568,"height":12}},{"id":"91092cd3-c8d1-4a2c-a755-8df9275daef5","block_type":"box","text":"76","page_number":90,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"fed75f32-1015-457c-9509-30baa0fd78d9","block_type":"box","text":"Appendix A - Proxy Voting Policies","page_number":91,"box":{"x":59,"y":67,"width":578,"height":30}},{"id":"acc5305d-dc08-4e19-916a-7bebfa219002","block_type":"box","text":"A-1","page_number":91,"box":{"x":486,"y":916,"width":22,"height":9}},{"id":"64aa79cf-ac47-4728-94f2-56296ea61546","block_type":"box","text":"Open-End Active and Fixed Income Index Fund","page_number":92,"box":{"x":93,"y":67,"width":812,"height":30}},{"id":"8c7d2fa3-7959-47f4-807e-87ffcb3ea28a","block_type":"box","text":"Proxy Voting Policy","page_number":92,"box":{"x":334,"y":100,"width":332,"height":29}},{"id":"e582fd5a-83d0-4359-a505-c151389b4cab","block_type":"box","text":"Procedures Governing Delegation of Proxy Voting to Fund Advisers","page_number":92,"box":{"x":59,"y":143,"width":484,"height":13}},{"id":"754be135-750f-4548-ac0b-ce135b5b856c","block_type":"box","text":"Effective Date: January 1, 2025","page_number":92,"box":{"x":60,"y":170,"width":217,"height":12}},{"id":"e7d8fe81-90f1-4add-91a0-7d4c2584fa21","block_type":"box","text":"Last Review Date: September 16, 2025","page_number":92,"box":{"x":60,"y":196,"width":275,"height":13}},{"id":"65fa2fb8-a274-4cb6-bca0-a4b917ef5b78","block_type":"box","text":"________________________________________","page_number":92,"box":{"x":58,"y":233,"width":327,"height":1}},{"id":"62423cc9-b9e7-46ed-acfd-ae20ffaa166f","block_type":"box","text":"Applies to the following types of Funds registered under the 1940 Act:","page_number":92,"box":{"x":59,"y":249,"width":507,"height":13}},{"id":"77227b4f-0ce8-4f5e-8f24-018dac8f5465","block_type":"box","text":"□","page_number":92,"box":{"x":59,"y":276,"width":15,"height":12}},{"id":"fcf5f61d-161c-49d0-88e4-6eb51bff3a96","block_type":"box","text":"Index Equity Mutual Funds and Exchange-Traded Funds","page_number":92,"box":{"x":80,"y":276,"width":391,"height":12}},{"id":"43d99621-159d-457b-a802-049344e9bf9e","block_type":"box","text":"Open-End Active and Fixed Income Index Mutual Funds and Exchange-Traded Funds","page_number":92,"box":{"x":80,"y":302,"width":595,"height":13}},{"id":"dd7849e9-9d5c-4931-a943-2a5c6b9fc725","block_type":"box","text":"□","page_number":92,"box":{"x":59,"y":329,"width":15,"height":12}},{"id":"bee3d41e-3dc4-4326-9152-746f0d76f89a","block_type":"box","text":"Money Market Funds","page_number":92,"box":{"x":80,"y":329,"width":148,"height":12}},{"id":"63c35ffa-ce8b-4350-9a91-f0be79195901","block_type":"box","text":"□","page_number":92,"box":{"x":59,"y":356,"width":15,"height":11}},{"id":"160de419-097c-4ac7-ba92-c46dbfa86b74","block_type":"box","text":"Closed-End 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Document Requirements and Statements","page_number":92,"box":{"x":60,"y":487,"width":356,"height":13}},{"id":"da2e3365-861c-4907-933c-5d490c3cc207","block_type":"box","text":"The Boards of Trustees/Directors (“Directors”) of certain open-end funds (the “Funds”) advised by BlackRock Fund Advisors","page_number":92,"box":{"x":59,"y":514,"width":873,"height":12}},{"id":"96cad8a6-ac49-4089-9d4e-70084ee0f819","block_type":"box","text":"or BlackRock Advisors, LLC (“BlackRock”), have the responsibility for the oversight of voting proxies relating to portfolio","page_number":92,"box":{"x":59,"y":529,"width":835,"height":12}},{"id":"d9a7a65d-cc2c-47e6-9e59-48a9f08f9a18","block_type":"box","text":"securities of the Funds, and have determined that it is in the best interests of the Funds and their shareholders to delegate","page_number":92,"box":{"x":59,"y":544,"width":854,"height":12}},{"id":"eb56ce81-6207-4cc3-84a5-afd393609713","block_type":"box","text":"the responsibility to vote proxies to BlackRock, subject to the principles outlined in this Policy, as part of BlackRock’s authority","page_number":92,"box":{"x":59,"y":559,"width":878,"height":13}},{"id":"961c1e07-9934-44c2-a669-ec76ea435dcc","block_type":"box","text":"to manage, acquire and dispose of account assets, all as contemplated by the Funds’ respective investment management","page_number":92,"box":{"x":59,"y":574,"width":849,"height":13}},{"id":"3307df5f-cab6-4561-8479-3978a3344c25","block_type":"box","text":"agreements.","page_number":92,"box":{"x":59,"y":591,"width":86,"height":11}},{"id":"37354bdb-adac-4ffa-b1b3-1568f960333f","block_type":"box","text":"BlackRock has adopted the BlackRock Active Investment Stewardship Global Engagement and Voting Guidelines (as from","page_number":92,"box":{"x":60,"y":616,"width":849,"height":12}},{"id":"951b292b-bebc-4ff1-af45-260bac27ffd6","block_type":"box","text":"time to time amended, the “Guidelines”) governing proxy voting by active and fixed income index Funds managed by","page_number":92,"box":{"x":59,"y":631,"width":821,"height":12}},{"id":"852a5097-00dd-41c3-8a5d-fa2efe7af6fe","block_type":"box","text":"BlackRock. The Guidelines include “climate and decarbonization” guidelines which apply to the Funds listed in Appendix A, if","page_number":92,"box":{"x":60,"y":646,"width":874,"height":12}},{"id":"b0c3918c-ffe5-43e9-94c2-0cdd0024f604","block_type":"box","text":"any.","page_number":92,"box":{"x":59,"y":664,"width":26,"height":10}},{"id":"20f7540d-d8fc-47ce-8941-0d400155f9fe","block_type":"box","text":"BlackRock will cast votes on behalf of each of the Funds covered by this policy on specific proxy issues in respect of securities","page_number":92,"box":{"x":60,"y":688,"width":876,"height":12}},{"id":"76d29ad1-8ba8-4b3c-9387-c9ac82082c70","block_type":"box","text":"held by each such Fund (or may refrain from voting) in accordance with the Guidelines.","page_number":92,"box":{"x":60,"y":703,"width":610,"height":12}},{"id":"5a2ddb27-f16c-4d7c-9025-edeb2cba455c","block_type":"box","text":"Conflicts Management","page_number":92,"box":{"x":59,"y":729,"width":164,"height":13}},{"id":"f5528ef0-78b0-46db-b735-93950439cfd1","block_type":"box","text":"BlackRock Active Investment Stewardship (“BAIS”) maintains policies and procedures that seek to prevent undue influence","page_number":92,"box":{"x":60,"y":756,"width":860,"height":12}},{"id":"fb2d338a-1cd1-4bda-b12f-ac721b858823","block_type":"box","text":"on BlackRock’s proxy voting activity and to mitigate material conflicts of interest in the exercise of proxy voting","page_number":92,"box":{"x":59,"y":771,"width":775,"height":12}},{"id":"3cee7e09-f27f-4ac2-b25d-e065b9df061b","block_type":"box","text":"responsibilities. Potential material conflicts, and the resultant potential for undue influence, might be due to a relationship","page_number":92,"box":{"x":60,"y":786,"width":851,"height":12}},{"id":"93ca3da7-2d98-4851-83aa-31982db37e66","block_type":"box","text":"between the investee company (or any shareholder proponent or dissident shareholder) and BlackRock, BlackRock’s affiliates","page_number":92,"box":{"x":60,"y":801,"width":874,"height":12}},{"id":"aa47c4fb-a73b-4cc4-8a44-b6dc80bf9e12","block_type":"box","text":"or employees, or a Fund or a Fund’s affiliates. BlackRock has taken certain steps to mitigate potential conflicts, which are","page_number":92,"box":{"x":59,"y":816,"width":845,"height":13}},{"id":"90fbfaad-9f5a-47bc-b4f4-94a6f2380104","block_type":"box","text":"outlined in detail in the Guidelines. In mitigating conflicts, BAIS will adhere to the Guidelines.","page_number":92,"box":{"x":59,"y":831,"width":646,"height":13}},{"id":"b6c1faf0-fe67-46e9-9a36-9a3eeb27cc34","block_type":"box","text":"In certain instances, BAIS will engage an independent third-party voting service provider to make proxy voting","page_number":92,"box":{"x":60,"y":858,"width":768,"height":12}},{"id":"fab89c41-5f88-441a-9ade-1a0ab82787fc","block_type":"box","text":"recommendations as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance","page_number":92,"box":{"x":60,"y":873,"width":783,"height":12}},{"id":"857baadd-41bf-44de-bf2a-cf4d9e93b659","block_type":"box","text":"requirements, or as may be otherwise required by applicable law.","page_number":92,"box":{"x":60,"y":888,"width":451,"height":12}},{"id":"bbd12b3a-506f-46f9-9322-c4d3fae83ec7","block_type":"box","text":"A-2","page_number":92,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"d3a0e261-e656-4d10-9ba8-2645c532f28b","block_type":"box","text":"With respect to the relationship between securities lending and proxy voting, shares on loan cannot be voted and BlackRock","page_number":93,"box":{"x":59,"y":67,"width":868,"height":12}},{"id":"3edc799e-4e97-46a0-9280-f8b18eb42ff5","block_type":"box","text":"may determine to recall them for voting, as guided by BlackRock’s fiduciary responsibility to act in clients’ financial interests.","page_number":93,"box":{"x":60,"y":82,"width":868,"height":12}},{"id":"a4a4407f-de74-4d54-8900-3dfa39a56521","block_type":"box","text":"The Guidelines set forth BlackRock’s approach to recalling securities on loan in connection with proxy voting.","page_number":93,"box":{"x":59,"y":97,"width":763,"height":12}},{"id":"ad70e766-a262-487a-9475-5474e36db072","block_type":"box","text":"Reports to the Board","page_number":93,"box":{"x":60,"y":123,"width":147,"height":13}},{"id":"9f34eccf-ba62-4863-9b65-c8f12a65c10e","block_type":"box","text":"BlackRock will report on an annual basis to the Directors on (1) a summary of the proxy voting process as applicable to the","page_number":93,"box":{"x":60,"y":150,"width":859,"height":12}},{"id":"db557ba5-a8d1-4994-aaba-1e360f29a697","block_type":"box","text":"Funds covered by this policy in the preceding year together with a representation that all votes were in accordance with the","page_number":93,"box":{"x":60,"y":165,"width":862,"height":12}},{"id":"22d484e8-7c9f-4c73-8159-faa9dd9f3ef1","block_type":"box","text":"Guidelines and (2) any material changes to the Guidelines, including material changes to conflicts management practices,","page_number":93,"box":{"x":59,"y":180,"width":854,"height":12}},{"id":"7d4e0c2d-4c3b-49e6-a6de-61df4354a2ca","block_type":"box","text":"that have not previously been reported.","page_number":93,"box":{"x":59,"y":195,"width":274,"height":12}},{"id":"c807da82-8b31-48e5-8842-bb1944c8e5de","block_type":"box","text":"Appendix A","page_number":93,"box":{"x":59,"y":222,"width":85,"height":12}},{"id":"8a1eb299-3cbe-4183-bd89-cf3d14802cb0","block_type":"box","text":"BlackRock U.S. Carbon Transition Readiness ETF","page_number":93,"box":{"x":60,"y":248,"width":336,"height":10}},{"id":"56a7a4e5-600d-4e88-b552-20e92b3ebf58","block_type":"box","text":"BlackRock World ex U.S. Carbon Transition Readiness ETF","page_number":93,"box":{"x":60,"y":274,"width":402,"height":10}},{"id":"cee4a3b9-2a87-4ba2-8a5c-2c1588aeb41b","block_type":"box","text":"A-3","page_number":93,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"a5255063-920e-4405-9eaf-7014aac419ff","block_type":"box","text":"BlackRock Active Investment Stewardship","page_number":94,"box":{"x":139,"y":67,"width":721,"height":30}},{"id":"94e90657-6b14-482e-88a3-380b0c2d2683","block_type":"box","text":"Global Engagement and Voting Guidelines","page_number":94,"box":{"x":59,"y":111,"width":304,"height":12}},{"id":"17dc6ea6-4301-4367-a6ae-c7a4cb120b88","block_type":"box","text":"Effective as of January 2026","page_number":94,"box":{"x":76,"y":137,"width":198,"height":13}},{"id":"3c2aabfd-a141-44cc-bfac-da676fcee58a","block_type":"box","text":"Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4","page_number":94,"box":{"x":141,"y":199,"width":716,"height":10}},{"id":"93b85074-6edb-475a-8550-77947c6317fd","block_type":"box","text":"Introduction to BlackRock","page_number":94,"box":{"x":141,"y":218,"width":181,"height":10}},{"id":"d4f070bb-6250-44b9-84c0-848f6e169891","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5","page_number":94,"box":{"x":326,"y":218,"width":530,"height":10}},{"id":"2b0f8eb2-62fe-4961-90e4-2234eda9d1e1","block_type":"box","text":"About BlackRock Active Investment Stewardship","page_number":94,"box":{"x":140,"y":237,"width":340,"height":12}},{"id":"d9b1f3f5-c6be-47d9-ab44-6139e819af71","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5","page_number":94,"box":{"x":483,"y":237,"width":373,"height":9}},{"id":"39f88fc8-3f9b-4737-92cd-049ccb996e7d","block_type":"box","text":"Our approach to stewardship within active equities","page_number":94,"box":{"x":141,"y":256,"width":356,"height":12}},{"id":"7e480bd7-a30e-454f-83e8-5188d17c9a3a","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":94,"box":{"x":502,"y":256,"width":355,"height":9}},{"id":"a6c77258-047b-4e37-8e81-14e9077ececc","block_type":"box","text":"Our approach to stewardship within fixed income","page_number":94,"box":{"x":141,"y":274,"width":346,"height":13}},{"id":"f1e23621-8b25-44c9-b75a-80e5695dca8d","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":94,"box":{"x":489,"y":275,"width":368,"height":9}},{"id":"28f9c0e0-5487-495c-a0ab-12cab8ef4ea3","block_type":"box","text":"Boards of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":94,"box":{"x":141,"y":293,"width":716,"height":10}},{"id":"e134767c-b6ec-43f1-8f96-c3ab4551fc29","block_type":"box","text":"Executive compensation","page_number":94,"box":{"x":141,"y":313,"width":169,"height":12}},{"id":"aefc31e6-29ab-40c7-b56d-865c055aa353","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9","page_number":94,"box":{"x":313,"y":313,"width":544,"height":9}},{"id":"9a5d981e-4ede-4ca8-acf0-f12a0c9108a6","block_type":"box","text":"Non-executive director compensation","page_number":94,"box":{"x":141,"y":331,"width":263,"height":13}},{"id":"635a4143-65e9-44f0-a85e-d44512a27046","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10","page_number":94,"box":{"x":411,"y":332,"width":446,"height":9}},{"id":"66b81bcb-e746-4d9a-81fc-90b11a307c5c","block_type":"box","text":"Capital structure","page_number":94,"box":{"x":141,"y":350,"width":115,"height":12}},{"id":"741838c9-fdd5-4d96-928f-f324accee381","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10","page_number":94,"box":{"x":261,"y":351,"width":596,"height":9}},{"id":"4135f623-00da-460b-9bc5-3905f5bf3fae","block_type":"box","text":"Transactions and special situations","page_number":94,"box":{"x":140,"y":369,"width":245,"height":12}},{"id":"296ed530-d8e6-496d-b6a4-15c2d81a3b89","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10","page_number":94,"box":{"x":391,"y":370,"width":466,"height":9}},{"id":"71f4d76f-7e28-4f12-9858-eb30affe23e9","block_type":"box","text":"Corporate reporting, risk management and audit","page_number":94,"box":{"x":141,"y":388,"width":340,"height":12}},{"id":"4b0e3c3f-ddf1-4180-8931-f7b3b704d040","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-11","page_number":94,"box":{"x":483,"y":388,"width":371,"height":10}},{"id":"f2b62742-fcba-4a33-854f-8654da54be35","block_type":"box","text":"Shareholder rights and protections","page_number":94,"box":{"x":140,"y":407,"width":243,"height":12}},{"id":"5eec4060-5edf-4b38-9750-633384c3b3e6","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-12","page_number":94,"box":{"x":391,"y":407,"width":466,"height":9}},{"id":"de1fd9e2-b99c-4c16-b5ea-7e199daf17de","block_type":"box","text":"Shareholder proposals","page_number":94,"box":{"x":140,"y":426,"width":157,"height":12}},{"id":"f4e835ec-1d92-44a1-ba5b-e9937a89a210","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":94,"box":{"x":300,"y":426,"width":556,"height":9}},{"id":"1395bbe3-ba08-4fb5-b64e-2ac6bb996ef3","block_type":"box","text":"Corporate political activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":94,"box":{"x":141,"y":445,"width":715,"height":12}},{"id":"766bd610-5a2f-499a-b27d-0d3a11e4657e","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":94,"box":{"x":141,"y":463,"width":373,"height":13}},{"id":"0456e1c4-3394-4aa5-bdb0-7fdc81d226dd","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-14","page_number":94,"box":{"x":515,"y":464,"width":342,"height":9}},{"id":"5b1a34b9-c319-4d78-8b4b-68746d479f93","block_type":"box","text":"Key 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responsibilities","page_number":94,"box":{"x":140,"y":520,"width":621,"height":12}},{"id":"97b04071-edab-44a1-b49f-b223066393a5","block_type":"box","text":". . . . . . . . . .A-15","page_number":94,"box":{"x":763,"y":521,"width":93,"height":9}},{"id":"63f72606-c15b-4c97-991b-8e7ad249b1bf","block_type":"box","text":"Overview","page_number":94,"box":{"x":59,"y":553,"width":67,"height":10}},{"id":"b10bb3d6-4a9b-4e31-a2fc-a6dc5634a91c","block_type":"box","text":"This document provides high level guidance on how BlackRock Active Investment Stewardship (BAIS) views corporate","page_number":94,"box":{"x":59,"y":579,"width":828,"height":13}},{"id":"4e460bf8-6354-4378-9c3f-0bbf836b621c","block_type":"box","text":"governance matters that are commonly put to a shareholder vote, or on which investors engage with 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companies alongside and on behalf of those teams when appropriate. The team is responsible for","page_number":94,"box":{"x":59,"y":625,"width":820,"height":12}},{"id":"e70f1ef4-3857-44e7-92f4-0ee0fe22f216","block_type":"box","text":"establishing voting guidelines for the active equity platform, providing vote recommendations and operationalizing voting","page_number":94,"box":{"x":59,"y":640,"width":851,"height":12}},{"id":"70e3a14b-69bb-46f3-94e8-f90cadfba8bc","block_type":"box","text":"decisions. The guidance informs the voting recommendations BAIS makes to BlackRock’s active portfolio managers. It","page_number":94,"box":{"x":59,"y":655,"width":828,"height":12}},{"id":"42592bc6-1fc1-4191-8ff1-643dfb5e5dc0","block_type":"box","text":"applies to active equity holdings in BlackRock’s fundamental equity, systematic equity and multi-asset solutions strategies. It","page_number":94,"box":{"x":59,"y":670,"width":872,"height":12}},{"id":"5bb4fde7-8fb9-4eca-8053-72b3d625f9cd","block_type":"box","text":"also may apply to holdings in BlackRock’s index and active fixed income strategies, to the extent those strategies hold voting","page_number":94,"box":{"x":59,"y":685,"width":872,"height":13}},{"id":"651245fc-a38e-4aaf-997e-e7e4da29942b","block_type":"box","text":"securities or conduct issuer engagements. The guidelines are not prescriptive as active portfolio managers have discretion as","page_number":94,"box":{"x":59,"y":700,"width":874,"height":13}},{"id":"03b97709-a0f8-43e9-9ebc-dab7c3c6fc01","block_type":"box","text":"to how they integrate these guidelines within their investment processes in light of their clients’ or funds’ investment","page_number":94,"box":{"x":59,"y":715,"width":817,"height":13}},{"id":"2461d904-0835-468c-b574-417327cfb9d9","block_type":"box","text":"objectives. There are separate, independently developed principles and voting policies that are applied to BlackRock’s index","page_number":94,"box":{"x":59,"y":731,"width":862,"height":12}},{"id":"b9072868-8d43-4083-88aa-b1f53b957864","block_type":"box","text":"equity investments by a distinct and independent function, BlackRock Investment Stewardship.","page_number":94,"box":{"x":59,"y":746,"width":664,"height":12}},{"id":"712b3d31-7605-4acd-9c9f-e717f70654b9","block_type":"box","text":"(1) This document includes BAIS’ benchmark policy, which covers nearly all active equity holdings in BlackRock’s fundamental equity, systematic eq","page_number":94,"box":{"x":59,"y":813,"width":840,"height":10}},{"id":"68d171f6-30e9-412d-8112-5fcc8c473cf3","block_type":"box","text":"uity","page_number":94,"box":{"x":901,"y":814,"width":20,"height":9}},{"id":"85bc8e04-c26e-44a1-bff6-4ad72e5be437","block_type":"box","text":"and multi-asset solutions strategies. The benchmark policy also may apply to holdings in BlackRock’s index and active fixed income strategies, to th","page_number":94,"box":{"x":92,"y":826,"width":827,"height":10}},{"id":"05328e88-40f6-4cbd-b990-0542d54bc611","block_type":"box","text":"e","page_number":94,"box":{"x":921,"y":828,"width":5,"height":5}},{"id":"30acee94-a8a3-4297-9503-e7cec2d89eb9","block_type":"box","text":"extent those strategies hold voting securities or conduct issuer engagements. This document also includes BAIS’ decarbonization policy, which cov","page_number":94,"box":{"x":92,"y":838,"width":824,"height":10}},{"id":"439b8703-6440-4820-a33b-45a40b252e2c","block_type":"box","text":"ers","page_number":94,"box":{"x":916,"y":841,"width":16,"height":5}},{"id":"9e602153-a870-407b-b1ca-2fb6a1f398b3","block_type":"box","text":"holdings in BlackRock active funds that have climate and decarbonization objectives in addition to financial objectives.","page_number":94,"box":{"x":92,"y":851,"width":661,"height":10}},{"id":"dcc58af8-4a36-4c3a-a638-dd1c3a7a59e3","block_type":"box","text":"(2) BlackRock segmented active and index equity investment functions, including stewardship, in January 2025 as part of a strategic initiative to un","page_number":94,"box":{"x":59,"y":866,"width":834,"height":10}},{"id":"824095a7-80bb-4735-9d3d-dfd89c54b16d","block_type":"box","text":"lock the","page_number":94,"box":{"x":895,"y":866,"width":43,"height":8}},{"id":"e2a5e438-1f6b-4898-b95d-4cf78766a03b","block_type":"box","text":"full breadth of the firm’s active and private markets capabilities for clients. As a result, there are two stewardship teams, which operate independe","page_number":94,"box":{"x":91,"y":879,"width":816,"height":9}},{"id":"6e86e804-3c89-46a2-82c0-5b5f245b6f2f","block_type":"box","text":"ntly","page_number":94,"box":{"x":908,"y":879,"width":20,"height":9}},{"id":"a471b6fd-c233-4d48-9be6-5dc7ce7b9304","block_type":"box","text":"of one another and have separate voting policies.","page_number":94,"box":{"x":92,"y":891,"width":274,"height":10}},{"id":"30567e9b-d262-4d62-a78e-9006c34504d3","block_type":"box","text":"A-4","page_number":94,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"6cadb13f-c4f5-4333-902f-071cf3c9fc26","block_type":"box","text":"Introduction to BlackRock","page_number":95,"box":{"x":60,"y":67,"width":187,"height":9}},{"id":"45c59ff9-80ea-4ed0-a694-318ab6ddf503","block_type":"box","text":"BlackRock’s mission is to help more people invest better. The money BlackRock manages is not its own — it belongs to","page_number":95,"box":{"x":60,"y":93,"width":831,"height":12}},{"id":"c7ae8066-77b6-4bb2-ac03-fbd13fcb9678","block_type":"box","text":"BlackRock’s clients, many of whom make their own asset allocation and portfolio construction decisions. As a fiduciary,","page_number":95,"box":{"x":60,"y":108,"width":835,"height":13}},{"id":"50b93539-a845-4c6b-a24a-459077b3fcc9","block_type":"box","text":"BlackRock invests on clients’ behalf to help them meet their investment objectives. The firm does this by understanding","page_number":95,"box":{"x":60,"y":123,"width":834,"height":13}},{"id":"c19cc0de-5aa3-4272-957f-705aec376fac","block_type":"box","text":"clients’ long-term investment objectives and offering choice on how and where they wish to invest their money. BlackRock","page_number":95,"box":{"x":59,"y":138,"width":858,"height":13}},{"id":"c7c19180-010b-4f7b-9979-2d33d6d670a4","block_type":"box","text":"then helps clients seek the best risk-adjusted returns based on those choices, underpinning this work with research, data and","page_number":95,"box":{"x":59,"y":154,"width":878,"height":12}},{"id":"0c2cc3dd-6891-4443-9d00-2717eae98a55","block_type":"box","text":"analytics.","page_number":95,"box":{"x":59,"y":169,"width":64,"height":12}},{"id":"a311bef9-269f-4c58-86d8-d3de0dc9ce5c","block_type":"box","text":"At BlackRock, investment stewardship is core to our role as an asset manager and a fiduciary to our clients. As stewards of","page_number":95,"box":{"x":59,"y":195,"width":859,"height":12}},{"id":"3d82b806-576a-4c4f-ac50-67fad6d87118","block_type":"box","text":"our clients’ assets, we engage with companies to discuss the corporate governance and business practices that, in our","page_number":95,"box":{"x":59,"y":210,"width":829,"height":13}},{"id":"3036ffdc-6299-4bf1-b426-64bd37688371","block_type":"box","text":"experience, support companies in delivering durable, risk-adjusted financial returns over time. We are committed to building","page_number":95,"box":{"x":59,"y":225,"width":869,"height":13}},{"id":"ea136514-a171-482e-ae05-b161182d06e9","block_type":"box","text":"strong relationships through constructive, ongoing dialogue with the boards and executive management of the companies in","page_number":95,"box":{"x":59,"y":240,"width":877,"height":13}},{"id":"ec882c2d-b1d7-4a32-9f5b-7523104bbdf8","block_type":"box","text":"which our clients are invested.","page_number":95,"box":{"x":59,"y":256,"width":211,"height":9}},{"id":"b57e1c9a-610a-43ad-861e-d88001a66775","block_type":"box","text":"About BlackRock Active Investment Stewardship","page_number":95,"box":{"x":59,"y":282,"width":350,"height":12}},{"id":"612d2b54-74e8-4db8-9122-fd3d3060106e","block_type":"box","text":"BlackRock Active Investment Stewardship (BAIS) is a specialist team within the Portfolio Management Group and manages","page_number":95,"box":{"x":60,"y":308,"width":860,"height":13}},{"id":"a4245741-3012-4122-a9f6-b5bdba496d77","block_type":"box","text":"BlackRock’s stewardship engagement and voting on behalf of clients invested in active strategies globally. BAIS is also","page_number":95,"box":{"x":60,"y":324,"width":822,"height":12}},{"id":"ce7ac455-9d9c-440e-8a2a-2dc7907b5f09","block_type":"box","text":"responsible for engagement with issuers in index fixed income strategies, where appropriate. Our activities are informed by","page_number":95,"box":{"x":60,"y":339,"width":861,"height":12}},{"id":"8867418f-83ec-438a-971c-10b6beb35005","block_type":"box","text":"these Global Engagement and Voting Guidelines (the “Guidelines”) and insights from active investment analysts and portfolio","page_number":95,"box":{"x":59,"y":354,"width":879,"height":12}},{"id":"45802980-5db1-4e37-b00e-9073aa779c57","block_type":"box","text":"managers, with whom we work closely in engaging companies and voting at shareholder meetings.","page_number":95,"box":{"x":60,"y":369,"width":697,"height":12}},{"id":"83cc11f4-4722-41ad-a254-7d46fb811424","block_type":"box","text":"Engagement with public companies is the foundation of our approach to stewardship within fundamental active investing.","page_number":95,"box":{"x":60,"y":395,"width":856,"height":13}},{"id":"2e6a64fb-7e03-4228-8389-daa6971b4562","block_type":"box","text":"(3)","page_number":95,"box":{"x":922,"y":393,"width":14,"height":8}},{"id":"70f09d09-a072-4be8-a007-8056f784f8a8","block_type":"box","text":"Through direct dialogue with company leadership, we seek to understand their businesses and how they manage risks and","page_number":95,"box":{"x":59,"y":411,"width":861,"height":12}},{"id":"301378c6-73b5-4799-a455-bbbcae8f1f8a","block_type":"box","text":"opportunities to deliver durable, risk-adjusted financial returns. Portfolio managers and stewardship specialists may engage","page_number":95,"box":{"x":59,"y":426,"width":864,"height":12}},{"id":"3083aa9f-4858-4805-a64f-0c8031ab2ce0","block_type":"box","text":"jointly or independently on material corporate governance matters. Our discussions focus on topics relevant to a company’s","page_number":95,"box":{"x":58,"y":441,"width":870,"height":12}},{"id":"bc225d55-edb3-4832-bb6b-62247e383048","block_type":"box","text":"success over time, including governance and leadership, corporate strategy, capital structure and financial performance,","page_number":95,"box":{"x":59,"y":456,"width":840,"height":12}},{"id":"4d87ef92-fff7-4be8-a9ca-e55a74692e06","block_type":"box","text":"operations and material sustainability-related risks, as well as macro-economic, geopolitical and sector dynamics. We aim to","page_number":95,"box":{"x":59,"y":471,"width":871,"height":12}},{"id":"b26fdeae-4a5b-43fa-a891-dcb4e1729d22","block_type":"box","text":"be constructive investors and are generally supportive of management teams that have a track record of financial value","page_number":95,"box":{"x":60,"y":486,"width":833,"height":12}},{"id":"4320cf47-b927-4777-8883-00cb6d8018ff","block_type":"box","text":"creation. We aim to build and maintain strong relationships with company leadership based on open dialogue and mutual","page_number":95,"box":{"x":59,"y":501,"width":852,"height":13}},{"id":"985cebd2-ea8f-4d4b-85d5-a7f904a17661","block_type":"box","text":"respect.","page_number":95,"box":{"x":60,"y":518,"width":53,"height":11}},{"id":"66180317-3af9-41d0-bd8a-718326ae6f63","block_type":"box","text":"Different active equity strategies may implement these voting guidelines differently, as a result of the latitude each portfolio","page_number":95,"box":{"x":60,"y":543,"width":860,"height":12}},{"id":"c17f9cf6-85dd-4f92-a7a5-7bc689d23b8a","block_type":"box","text":"manager has to make independent voting decisions on their holdings. For example, BAIS will generally vote the holdings in","page_number":95,"box":{"x":60,"y":558,"width":857,"height":12}},{"id":"302e1ef4-49f4-4ed2-b3c3-b67bec6a2f58","block_type":"box","text":"Systematic Active Equity portfolios in accordance with these guidelines. We provide voting recommendations to fundamental","page_number":95,"box":{"x":59,"y":573,"width":877,"height":12}},{"id":"e3bbf3d9-5723-46a3-93b6-5950ed2ee331","block_type":"box","text":"equity portfolio managers, who may determine to vote differently based on each portfolio’s investment objectives and","page_number":95,"box":{"x":59,"y":588,"width":824,"height":13}},{"id":"5a36131d-9197-4287-aa65-07b485d22638","block_type":"box","text":"strategy.","page_number":95,"box":{"x":59,"y":605,"width":58,"height":11}},{"id":"babbc149-a32a-4caf-8835-fa01b60d0175","block_type":"box","text":"These guidelines discuss BAIS’ views on corporate governance topics on which we may engage with management teams","page_number":95,"box":{"x":59,"y":630,"width":849,"height":12}},{"id":"36c07ee2-439c-4e30-aecf-a5b0d470dce8","block_type":"box","text":"and board directors","page_number":95,"box":{"x":59,"y":645,"width":136,"height":10}},{"id":"5f15d3b7-64a3-40a9-abe8-f6ceadd96160","block_type":"box","text":"(4)","page_number":95,"box":{"x":197,"y":643,"width":14,"height":8}},{"id":"a8464c03-7ff7-4be6-b645-1cc78c9b8fc5","block_type":"box","text":"and on matters that routinely come to a shareholder vote. We recognize that accepted corporate","page_number":95,"box":{"x":216,"y":645,"width":676,"height":12}},{"id":"83555b2c-6d24-4ca6-b8bc-a92d54429635","block_type":"box","text":"governance norms can differ across markets, and believe these guidelines represent globally applicable elements of","page_number":95,"box":{"x":59,"y":660,"width":808,"height":12}},{"id":"f21210af-8786-4af0-a49a-c498d0e62e1b","block_type":"box","text":"governance that support a company’s ability to manage material risks and opportunities and deliver financial returns to","page_number":95,"box":{"x":59,"y":675,"width":836,"height":12}},{"id":"e60a053e-a71b-4d15-9028-fab186feaf90","block_type":"box","text":"investors. Generally, we believe companies should observe accepted corporate governance norms within their local markets","page_number":95,"box":{"x":60,"y":690,"width":864,"height":13}},{"id":"12819395-15d4-4dd6-9685-67c4ce1ca7ab","block_type":"box","text":"or, particularly in markets without well-established norms, aspire to widely recognized international best practices. As one of","page_number":95,"box":{"x":59,"y":705,"width":872,"height":13}},{"id":"37d44bf9-6289-4e17-80a4-dc91a6dde2cc","block_type":"box","text":"many minority shareholders, BlackRock cannot – and does not try to – direct a company’s strategy or its implementation. We","page_number":95,"box":{"x":60,"y":720,"width":873,"height":13}},{"id":"da57dd75-687f-46c7-8356-d8cb9fa01e13","block_type":"box","text":"look to companies to provide disclosures that explain how their approach to corporate governance best aligns with the","page_number":95,"box":{"x":60,"y":736,"width":831,"height":12}},{"id":"563714a6-ebcd-4e2c-bc56-3f28144de0ff","block_type":"box","text":"financial interests of their investors.","page_number":95,"box":{"x":59,"y":751,"width":248,"height":9}},{"id":"df244588-059c-462d-b42f-650bcb1daabc","block_type":"box","text":"(3) On February 11, 2025, the U.S. Securities and Exchange Commission (SEC) staff issued updated guidance for shareholders to maintain their eligibi","page_number":95,"box":{"x":59,"y":838,"width":849,"height":10}},{"id":"33cfbf9a-a932-4163-8444-95dc5bfe33bf","block_type":"box","text":"lity","page_number":95,"box":{"x":909,"y":838,"width":16,"height":10}},{"id":"093d0463-b4f5-4204-ad79-33ad025c3321","block_type":"box","text":"to report their beneficial ownership under Schedule 13G of the Exchange Act. We comply fully with these requirements and do not engage with portfo","page_number":95,"box":{"x":91,"y":851,"width":847,"height":10}},{"id":"2aa2da65-9529-4c20-8792-c716ad9fc0af","block_type":"box","text":"lio companies for the purpose, or with the effect, of changing or influencing control of the company.","page_number":95,"box":{"x":92,"y":863,"width":560,"height":10}},{"id":"cb1a6718-460c-43ef-80f7-b8dacecfe37f","block_type":"box","text":"(4) References to the board, board directors or non-executive directors should be understood to include supervisory boards and their members, where","page_number":95,"box":{"x":59,"y":879,"width":855,"height":9}},{"id":"afe2900b-9e9e-480e-84cf-7a89318a0578","block_type":"box","text":"relevant.","page_number":95,"box":{"x":92,"y":891,"width":46,"height":8}},{"id":"ee84343e-43f5-4ed1-95f8-cf2d63917afc","block_type":"box","text":"A-5","page_number":95,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"04568dd2-76ac-4f26-b4ca-73e09267a932","block_type":"box","text":"Our approach to stewardship within active equities","page_number":96,"box":{"x":59,"y":67,"width":368,"height":12}},{"id":"0c0c090b-77b1-4f10-a6ed-38eb5d360cf4","block_type":"box","text":"Voting at a company’s shareholder meeting is a right of share ownership and a core principle of corporate governance. The","page_number":96,"box":{"x":59,"y":93,"width":862,"height":12}},{"id":"9a09e101-1cdf-45b9-a4a1-a3dfa39a5811","block_type":"box","text":"voting rights attached to clients’ holdings are an important mechanism for investors to express support for, or concern about,","page_number":96,"box":{"x":59,"y":108,"width":879,"height":13}},{"id":"6eb795de-72e3-488a-84ed-11bb48e9c3a0","block_type":"box","text":"a company’s performance. As a fiduciary, BlackRock is legally required to make proxy voting determinations, on behalf of","page_number":96,"box":{"x":59,"y":123,"width":847,"height":13}},{"id":"92f3fb67-c07d-480b-b500-1b622a4abb9d","block_type":"box","text":"clients who have delegated voting authority to us, in a manner consistent with BlackRock’s contractual arrangements with","page_number":96,"box":{"x":59,"y":138,"width":857,"height":13}},{"id":"4b536823-0e49-44d4-9970-0b6a91b193f7","block_type":"box","text":"clients and funds.","page_number":96,"box":{"x":59,"y":154,"width":123,"height":9}},{"id":"37d7ac8a-bbe2-4fad-950d-3c5567378214","block_type":"box","text":"In general, we tend to support the recommendations of the board of directors and management. As indicated below, we may","page_number":96,"box":{"x":60,"y":180,"width":876,"height":12}},{"id":"a6408459-d6ea-4021-979c-82e76ad975e6","block_type":"box","text":"vote against management recommendations when we have concerns about how companies are serving the financial","page_number":96,"box":{"x":59,"y":195,"width":820,"height":12}},{"id":"d907c62e-9a07-4b41-be11-c9665e27d242","block_type":"box","text":"interests of our clients as their shareholders. BAIS takes a globally consistent approach to voting but considers the different","page_number":96,"box":{"x":60,"y":210,"width":860,"height":13}},{"id":"d9976a7c-cef0-4e9c-8a73-03f393df8528","block_type":"box","text":"corporate governance regulations and norms across markets. Votes are determined on a case-by-case basis, in the context of","page_number":96,"box":{"x":59,"y":225,"width":880,"height":13}},{"id":"6c58acf1-9d6e-48a8-8342-f84d588a8869","block_type":"box","text":"a company’s situation and the investment mandate we have from clients. Please see page 19 for more information about","page_number":96,"box":{"x":59,"y":240,"width":845,"height":13}},{"id":"7a508e64-27ea-46e6-a4ce-18c83c9ac65c","block_type":"box","text":"how we fulfill and oversee our investment stewardship responsibilities for BlackRock’s non-index equity strategies.","page_number":96,"box":{"x":60,"y":256,"width":798,"height":12}},{"id":"2349ab01-d4db-4398-9077-5930dcdd8b28","block_type":"box","text":"(5)","page_number":96,"box":{"x":860,"y":254,"width":14,"height":8}},{"id":"aa68e3ab-27dc-4cb1-b6c4-3e846df7d4ad","block_type":"box","text":"Our approach to stewardship within fixed income","page_number":96,"box":{"x":59,"y":282,"width":358,"height":12}},{"id":"5dde51fd-bfe0-4827-b862-46b7f8508abc","block_type":"box","text":"Although fixed income investors do not have the right to vote at shareholder meetings, issuer engagement is a component of","page_number":96,"box":{"x":59,"y":308,"width":880,"height":13}},{"id":"b1efa8d7-bcfe-408a-901f-13fe3cacf7fe","block_type":"box","text":"fixed income investment strategies at BlackRock, particularly for those with sustainability objectives in addition to financial","page_number":96,"box":{"x":59,"y":324,"width":857,"height":12}},{"id":"8121e321-9402-4a22-a312-eff95688ac98","block_type":"box","text":"objectives. Most corporate governance-related fixed income engagements are undertaken in conjunction with the active","page_number":96,"box":{"x":59,"y":339,"width":844,"height":12}},{"id":"28fc074e-dc01-4efe-b18a-02f9d683c46e","block_type":"box","text":"investment stewardship team, and often active equity investors. In addition to the topics listed below, engagement with fixed","page_number":96,"box":{"x":60,"y":354,"width":873,"height":12}},{"id":"8465072b-e354-45e8-be3f-fe110377270e","block_type":"box","text":"income investment teams may help inform an issuer’s approach to structuring specialist issuances and the standard terms","page_number":96,"box":{"x":60,"y":369,"width":858,"height":12}},{"id":"f286e406-a7c1-434d-af80-67cef4c06468","block_type":"box","text":"and information in bond documentation.","page_number":96,"box":{"x":59,"y":384,"width":286,"height":10}},{"id":"407700bb-4fee-4f02-b6ab-258ff1cc33e8","block_type":"box","text":"Boards of Directors","page_number":96,"box":{"x":60,"y":411,"width":138,"height":9}},{"id":"1bb58bde-a9d0-469c-86dd-dc601648e1c9","block_type":"box","text":"Roles and responsibilities","page_number":96,"box":{"x":76,"y":437,"width":182,"height":12}},{"id":"b05061ab-db79-49fa-a9b1-b23684b5fe62","block_type":"box","text":"There is widespread consensus that the foundation of good corporate governance is an effective board of directors that is","page_number":96,"box":{"x":59,"y":463,"width":852,"height":13}},{"id":"29c75a23-f957-436e-9ff4-8b9681817004","block_type":"box","text":"able to advise and supervise management in an independent and objective manner.","page_number":96,"box":{"x":59,"y":479,"width":585,"height":12}},{"id":"b264be55-9b0a-423e-b52d-0fbc15baaed8","block_type":"box","text":"(6)","page_number":96,"box":{"x":646,"y":477,"width":14,"height":8}},{"id":"1ddf8d3b-1ba6-4e12-b526-234a85e5b4b4","block_type":"box","text":"We look to the board of directors (hereafter the “board”) to have an oversight role in the establishment and realization of a","page_number":96,"box":{"x":59,"y":505,"width":856,"height":12}},{"id":"77349806-62e6-4813-a423-8ea7dda2b655","block_type":"box","text":"company’s strategy, purpose and culture. These constructs are interdependent and, when aligned, can better position a","page_number":96,"box":{"x":59,"y":520,"width":836,"height":12}},{"id":"3ebe4b86-92ed-4565-9f2d-0c8ff0aa017b","block_type":"box","text":"company to be resilient in the face of a changing business environment, help reduce the risks of corporate or employee","page_number":96,"box":{"x":59,"y":535,"width":833,"height":13}},{"id":"fd1ce336-0910-4d25-a696-0ec6232dc755","block_type":"box","text":"misconduct, and attract and retain the caliber of workers necessary to deliver financial performance over time.","page_number":96,"box":{"x":60,"y":550,"width":771,"height":13}},{"id":"9d7f07f6-e52b-40a0-a5d4-777298ba5a57","block_type":"box","text":"In overseeing the management of the company, the board ensures the necessary resources, policies and procedures are in","page_number":96,"box":{"x":60,"y":577,"width":853,"height":12}},{"id":"f4ebe2e3-12a7-4b12-ba39-002601bfc37b","block_type":"box","text":"place to help management meet its strategic objectives within an agreed risk tolerance.","page_number":96,"box":{"x":59,"y":592,"width":611,"height":12}},{"id":"bbb23c3e-92be-4e6f-84b7-70002451b55e","block_type":"box","text":"One of the most important responsibilities of the board is to appoint, and remove as necessary, the chief executive officer","page_number":96,"box":{"x":59,"y":618,"width":848,"height":13}},{"id":"ed22e622-dbcb-4611-88de-82266a0704ab","block_type":"box","text":"(“CEO”). In addition, the board plays a meaningful role in monitoring the performance of the CEO and other key executives,","page_number":96,"box":{"x":60,"y":634,"width":862,"height":12}},{"id":"26e847e6-fab2-46fa-9cf6-2d4540b71096","block_type":"box","text":"determining executive compensation, ensuring a rigorous audit, overseeing strategy execution and risk management and","page_number":96,"box":{"x":59,"y":649,"width":850,"height":12}},{"id":"b0f1004f-4397-4470-8c80-b32156174ea2","block_type":"box","text":"engaging with shareholders, and other stakeholders, as necessary.","page_number":96,"box":{"x":59,"y":664,"width":464,"height":12}},{"id":"d2f7eb2c-8bc3-4b6d-8bc1-063f422d3a26","block_type":"box","text":"Composition and effectiveness","page_number":96,"box":{"x":59,"y":690,"width":221,"height":13}},{"id":"9f1449e5-3f10-43ae-bbc5-58321ece555e","block_type":"box","text":"Appointment process","page_number":96,"box":{"x":75,"y":717,"width":156,"height":12}},{"id":"4db1ddd2-924a-486c-9b76-ad6c334751b4","block_type":"box","text":"A formal and transparent process for identifying and appointing director candidates is critical to ensuring the board is","page_number":96,"box":{"x":59,"y":743,"width":823,"height":12}},{"id":"2e9d6938-84a5-40a8-b14d-c91ec377b91d","block_type":"box","text":"composed of directors with the appropriate mix of skills and experience. Generally, the board or a sub-committee determines","page_number":96,"box":{"x":59,"y":758,"width":876,"height":13}},{"id":"487109c8-adc0-4a58-8bab-46651080d640","block_type":"box","text":"the general criteria given the company’s circumstances (e.g., sector, maturity, geographic footprint) and any additional","page_number":96,"box":{"x":59,"y":773,"width":829,"height":13}},{"id":"d694a34b-167f-49d1-a6d4-1d56deae284e","block_type":"box","text":"criteria for a specific role being filled (e.g., financial expertise, industry track record). To inform the process, we encourage","page_number":96,"box":{"x":59,"y":788,"width":850,"height":13}},{"id":"cf471ca1-b259-41a9-8a94-fefabd8ad6b8","block_type":"box","text":"companies to review the skills and experience of incumbent directors to identify any gaps and whether the skills and","page_number":96,"box":{"x":59,"y":804,"width":815,"height":12}},{"id":"fa4555e1-0610-4530-945e-8ea162024892","block_type":"box","text":"(5) Non-index equity strategies include active equity holdings in BlackRock’s fundamental equity, systematic equity and multi-asset solutions st","page_number":96,"box":{"x":59,"y":838,"width":816,"height":10}},{"id":"bd177aa4-448e-4f1c-9044-0b41f6cefda1","block_type":"box","text":"rategies, as","page_number":96,"box":{"x":876,"y":839,"width":62,"height":9}},{"id":"d4093d40-efc4-4430-89e7-d7f68999b6f0","block_type":"box","text":"well as holdings in BlackRock’s index and active fixed income strategies, to the extent those strategies hold voting securities or conduct issuer eng","page_number":96,"box":{"x":91,"y":851,"width":819,"height":10}},{"id":"a040205d-a4fd-43ca-a9a8-2663504eef99","block_type":"box","text":"age","page_number":96,"box":{"x":911,"y":853,"width":25,"height":8}},{"id":"dc226747-664d-462e-965c-e063b0ca36ee","block_type":"box","text":"ments.","page_number":96,"box":{"x":92,"y":865,"width":37,"height":6}},{"id":"6f464c90-c4ba-4944-ba8c-fa70c6a728e3","block_type":"box","text":"(6) See the Corporate Governance Codes of Germany, Japan, and the UK, as well as the corporate governance principles of the US Business Roundtable as","page_number":96,"box":{"x":59,"y":879,"width":871,"height":9}},{"id":"e2a2e58d-7dad-4dbe-a3af-f30e4d01ec40","block_type":"box","text":"examples.","page_number":96,"box":{"x":92,"y":891,"width":55,"height":10}},{"id":"4bffaa0d-d8eb-4e19-b6dc-0f5c543520f4","block_type":"box","text":"A-6","page_number":96,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"aacb0c6f-b406-49a2-bf05-0d0500703e87","block_type":"box","text":"experience of a director candidate would be additive. We welcome disclosures that explain how the board considered","page_number":97,"box":{"x":59,"y":67,"width":820,"height":12}},{"id":"6aede31d-b888-484d-af0a-7ad933d145e7","block_type":"box","text":"different skills and experience to ensure that the directors collectively can be effective in fulfilling their responsibilities. We","page_number":97,"box":{"x":59,"y":82,"width":849,"height":12}},{"id":"9ce36d40-9238-4a3e-8ebf-45c76e9037a2","block_type":"box","text":"assess a company’s board composition against that of its peer group and local market requirements.","page_number":97,"box":{"x":59,"y":97,"width":704,"height":12}},{"id":"69b36bc3-f620-46ad-b5d8-a45725c29a5e","block_type":"box","text":"Shareholders periodically vote to elect directors to serve on the board. We do not prescribe any particular board composition","page_number":97,"box":{"x":59,"y":123,"width":871,"height":13}},{"id":"a518abcd-e6ac-47a3-b975-539d7f106c77","block_type":"box","text":"in our engagements or voting but seek to understand how well placed a board is to act in investors’ interests. We may vote","page_number":97,"box":{"x":60,"y":138,"width":857,"height":13}},{"id":"da38a2f9-b226-467e-a9b3-68068f74bf32","block_type":"box","text":"against the election of the most senior independent director, or the chair of the relevant committee, where a company has","page_number":97,"box":{"x":59,"y":154,"width":855,"height":12}},{"id":"fe9d00aa-9f0e-4d34-b2fb-eb568422c33b","block_type":"box","text":"not demonstrated it has an appointment process that results in a high functioning board with the appropriate complement","page_number":97,"box":{"x":60,"y":169,"width":861,"height":12}},{"id":"8f955e50-49ab-487f-afbc-b33a48cdfbbf","block_type":"box","text":"of skills and experience amongst the directors to support strong financial performance over time. We may vote against newly","page_number":97,"box":{"x":59,"y":184,"width":877,"height":12}},{"id":"745067a0-283a-4990-ade7-f0f1501fd965","block_type":"box","text":"nominated directors who do not seem to have the appropriate skills or experience to contribute to the board’s effectiveness.","page_number":97,"box":{"x":60,"y":199,"width":867,"height":12}},{"id":"08086e7b-8a13-4af9-98cb-086f1e35edb0","block_type":"box","text":"Independence","page_number":97,"box":{"x":76,"y":225,"width":102,"height":13}},{"id":"e28d164c-8719-4d8a-86c0-8d4d8d2fdd96","block_type":"box","text":"Director independence from management, significant shareholders or other stakeholders (e.g., government or employees) is","page_number":97,"box":{"x":60,"y":252,"width":871,"height":12}},{"id":"b8e1b610-f506-4f30-b465-41046e09ea64","block_type":"box","text":"of paramount importance to the protection of the interests of minority shareholders such as BlackRock’s clients. We consider","page_number":97,"box":{"x":59,"y":267,"width":877,"height":12}},{"id":"d4acf6ff-2ce0-4264-81f1-c99b0b0d7479","block_type":"box","text":"it good practice for at least half the directors to be independent and free from conflicts of interest or undue influence.","page_number":97,"box":{"x":60,"y":282,"width":820,"height":12}},{"id":"4b2e9994-69a1-4f31-a4eb-b57c6985f7fb","block_type":"box","text":"(7)","page_number":97,"box":{"x":882,"y":280,"width":14,"height":8}},{"id":"7ada3988-dc1a-40a9-9a35-4e0c23441cad","block_type":"box","text":"This","page_number":97,"box":{"x":901,"y":282,"width":29,"height":10}},{"id":"2f2d8e12-dd38-4f01-b94c-4fec600626de","block_type":"box","text":"also helps to ensure that board committees are composed of a sufficient number of independent directors. Companies","page_number":97,"box":{"x":59,"y":297,"width":830,"height":13}},{"id":"428b1278-8739-4db7-bf3f-6ecba0f04f68","block_type":"box","text":"domiciled in markets with a higher threshold for board independence should meet those local requirements.","page_number":97,"box":{"x":59,"y":312,"width":758,"height":13}},{"id":"95f90fc6-82ce-4a3c-99f3-7a018566268d","block_type":"box","text":"We may vote against the election of non-independent directors if the board does not have a sufficient balance of","page_number":97,"box":{"x":59,"y":339,"width":788,"height":12}},{"id":"f0b8d02f-7cec-41d7-97d4-6034055ca9a5","block_type":"box","text":"independence. We may also vote against the election of the chair of the committee responsible for board composition if this","page_number":97,"box":{"x":60,"y":354,"width":867,"height":12}},{"id":"96c102ca-3abe-44e4-affb-b0ce88bec60d","block_type":"box","text":"is a perennial issue.","page_number":97,"box":{"x":60,"y":369,"width":133,"height":12}},{"id":"f25ded07-6cee-4b3e-b387-db55a00796a9","block_type":"box","text":"Independent board leadership","page_number":97,"box":{"x":76,"y":395,"width":217,"height":13}},{"id":"5f69b933-4cf7-4dc4-bc82-577586a79f09","block_type":"box","text":"Practices across markets differ, as do board structures, but we observe two main approaches to independent board","page_number":97,"box":{"x":60,"y":422,"width":803,"height":12}},{"id":"93d17593-a573-458d-b1fe-2f3c69fd68bc","block_type":"box","text":"leadership. One is a non-executive, independent chair of the board who is responsible for leading the board in the effective","page_number":97,"box":{"x":60,"y":437,"width":855,"height":12}},{"id":"c7bfe5b2-c927-406b-9eff-f66a2863f33e","block_type":"box","text":"exercise of its duties. The other is a lead or senior independent director, who is responsible for coordinating with the other","page_number":97,"box":{"x":59,"y":452,"width":854,"height":12}},{"id":"7e8009b3-210c-4495-9c32-9f64a18df3f3","block_type":"box","text":"non-executive directors and working closely with the executive chair on the board agenda and other board procedures. In","page_number":97,"box":{"x":60,"y":467,"width":850,"height":13}},{"id":"8b602d5c-ef4d-4750-9ba5-c776aeadf929","block_type":"box","text":"this case, the executive chair and the lead independent director work together to ensure the board is effectively fulfilling its","page_number":97,"box":{"x":59,"y":482,"width":858,"height":13}},{"id":"860e6b46-fc96-4feb-bd44-9a711fc7c3be","block_type":"box","text":"responsibilities. In our view, the independent leader of the board, and/or the chair of a relevant committee, should be","page_number":97,"box":{"x":60,"y":497,"width":818,"height":13}},{"id":"5101f06e-9189-4d56-8702-3080564d717e","block_type":"box","text":"available to investors to discuss governance matters such as CEO succession, executive pay, and board performance. We look","page_number":97,"box":{"x":59,"y":513,"width":877,"height":12}},{"id":"ef81bdab-5e7d-407d-8a7c-50cc352ac9fe","block_type":"box","text":"to boards to explain their board leadership model and how it serves the interests of shareholders.","page_number":97,"box":{"x":59,"y":528,"width":679,"height":12}},{"id":"8d1de73b-9f0f-45a5-837d-1389bdf28209","block_type":"box","text":"We may vote against the election of the chair of the committee responsible for board composition if there is not an identified","page_number":97,"box":{"x":59,"y":554,"width":873,"height":13}},{"id":"0aa37924-1da0-4184-8c72-41626ef0616b","block_type":"box","text":"independent leader of the board with clear responsibilities for board performance. We may vote against the most senior","page_number":97,"box":{"x":60,"y":569,"width":837,"height":13}},{"id":"1d29e155-bfd9-4412-bfcf-097350291987","block_type":"box","text":"independent director if the board has a policy of not engaging with shareholders.","page_number":97,"box":{"x":60,"y":584,"width":566,"height":13}},{"id":"87ce88c7-3a68-4056-b51a-d25cd256d03b","block_type":"box","text":"Tenure and succession","page_number":97,"box":{"x":75,"y":611,"width":165,"height":10}},{"id":"24f886ea-4773-44f5-b803-4c8aaeb2d7de","block_type":"box","text":"In our view, it is good practice for boards to establish the length of time a director would normally be expected to serve, in","page_number":97,"box":{"x":60,"y":637,"width":851,"height":13}},{"id":"aab48996-6ad5-4eb9-96b1-3e7f8e630abe","block_type":"box","text":"line with market norms where those exist. We find it helpful when companies disclose their approach to director tenure","page_number":97,"box":{"x":60,"y":652,"width":834,"height":13}},{"id":"559cef5f-0d69-49d2-94f9-0c6effb6d707","block_type":"box","text":"particularly around the contributions of directors who have served for longer periods than typically provided for under local","page_number":97,"box":{"x":59,"y":668,"width":862,"height":12}},{"id":"9241f95a-b9b6-44af-b9e8-d75640b1fb21","block_type":"box","text":"practice. In our experience, long-serving directors could become less independent given their long-term relationship with","page_number":97,"box":{"x":59,"y":683,"width":849,"height":12}},{"id":"9b6eeb2e-6caa-460d-b743-bb2cd4882ce9","block_type":"box","text":"management and involvement in past board decisions.","page_number":97,"box":{"x":60,"y":698,"width":382,"height":12}},{"id":"547a1eea-0a1a-4d42-bde6-6284a5a17a02","block_type":"box","text":"Succession planning for board roles helps achieve the appropriate cadence of turnover that balances renewal through the","page_number":97,"box":{"x":59,"y":724,"width":851,"height":13}},{"id":"27885430-4229-4de5-b5af-8eb4c28e30ae","block_type":"box","text":"regular introduction of directors with fresh perspectives and expertise with continuity through the retention of directors with","page_number":97,"box":{"x":60,"y":739,"width":872,"height":13}},{"id":"3251f6e6-6a89-4ddd-a506-386c004ad762","block_type":"box","text":"long-term knowledge of the board and company.","page_number":97,"box":{"x":60,"y":754,"width":342,"height":13}},{"id":"faeb900c-7379-4983-a564-7eb8202c66d8","block_type":"box","text":"In markets where there is not specific director tenure guidance from regulation or corporate governance best practices, we","page_number":97,"box":{"x":60,"y":781,"width":858,"height":12}},{"id":"4799e982-bea6-4ff6-b707-e2bf86185c1c","block_type":"box","text":"may vote against the election of the chair of the committee responsible for board composition if a company does not clearly","page_number":97,"box":{"x":60,"y":796,"width":869,"height":12}},{"id":"6ac395af-a6e3-4e51-b98a-62cf8ab90f43","block_type":"box","text":"disclose its approach to director tenure and board renewal. We may vote against the election of directors who have served for","page_number":97,"box":{"x":59,"y":811,"width":878,"height":13}},{"id":"3b768384-d1b6-4280-b271-b7d9148ee79c","block_type":"box","text":"more years than is typical in markets with specific guidance, where the case for their continued service is not evident.","page_number":97,"box":{"x":60,"y":826,"width":820,"height":13}},{"id":"735b215f-dd6a-4837-86c8-645694e2a9e7","block_type":"box","text":"(7) Common impediments to independence may include but are not limited to: current or recent employment at the company or a subsidiary; being, or","page_number":97,"box":{"x":59,"y":853,"width":860,"height":10}},{"id":"cfbd6334-8630-468b-bde1-a31855bee318","block_type":"box","text":"representing, a shareholder with a substantial shareholding in the company; interlocking directorships; lengthy tenure, and having any other inte","page_number":97,"box":{"x":92,"y":866,"width":809,"height":10}},{"id":"66fdda3f-8a62-42b4-bec1-bef8492ba17c","block_type":"box","text":"rest,","page_number":97,"box":{"x":902,"y":867,"width":22,"height":8}},{"id":"b1c3f688-b034-4178-af6b-aaad52406a8f","block_type":"box","text":"business, or other relationship which could, or could reasonably be perceived to, materially interfere with a director’s ability to act in the best in","page_number":97,"box":{"x":92,"y":879,"width":800,"height":9}},{"id":"12ea3e62-a1c2-481f-83b2-a3cc70314d48","block_type":"box","text":"terests","page_number":97,"box":{"x":892,"y":880,"width":38,"height":6}},{"id":"ab29cca3-f3f9-4278-b14d-f11007e2f868","block_type":"box","text":"of the company and shareholders.","page_number":97,"box":{"x":92,"y":891,"width":190,"height":10}},{"id":"d1e4079f-a968-4792-a79b-aff826d7c2a8","block_type":"box","text":"A-7","page_number":97,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"cdf691cc-81fa-4f36-b89e-9b9df551d4d5","block_type":"box","text":"Capacity","page_number":98,"box":{"x":76,"y":67,"width":62,"height":12}},{"id":"8803a8c3-e999-460b-988b-491c9796211e","block_type":"box","text":"To be effective and engaged, directors need to have the time and energy to commit to the role. In our view, an effective board","page_number":98,"box":{"x":59,"y":93,"width":875,"height":12}},{"id":"09893075-1a66-45b2-b68a-1dc37b8e7939","block_type":"box","text":"will assess the ability of its members to maintain an appropriate focus on board matters and the company taking into","page_number":98,"box":{"x":59,"y":108,"width":821,"height":13}},{"id":"b5e01a0b-88f4-4b1c-9c96-5df0e24109ba","block_type":"box","text":"consideration competing responsibilities. We recognize that board leadership roles vary across markets in responsibilities and","page_number":98,"box":{"x":59,"y":123,"width":876,"height":13}},{"id":"d1575ca2-f988-4111-8f18-32ecbffac813","block_type":"box","text":"required time commitment but note that they are generally more intensive than a standard directorship. We will take local","page_number":98,"box":{"x":60,"y":138,"width":850,"height":13}},{"id":"81c671df-2d1f-4c8a-8d43-4587e3fccb44","block_type":"box","text":"norms and practices into consideration when making our voting determinations across markets.","page_number":98,"box":{"x":60,"y":154,"width":674,"height":12}},{"id":"e37cdcaa-6b61-4761-9d41-4f04f80de384","block_type":"box","text":"We may vote against the election of directors who do not seem to have sufficient capacity to effectively fulfil their duties to","page_number":98,"box":{"x":59,"y":180,"width":858,"height":12}},{"id":"f2113b48-6da6-4d7b-a1c5-816a79fd8455","block_type":"box","text":"the board and company.","page_number":98,"box":{"x":59,"y":195,"width":169,"height":12}},{"id":"4ccb7f2f-9b87-4f81-aa52-9cfd6f802fbf","block_type":"box","text":"Director elections","page_number":98,"box":{"x":76,"y":222,"width":127,"height":9}},{"id":"89fc6d62-559f-4eb8-81b0-cbdcf925779f","block_type":"box","text":"Regular election of directors, ideally annually, supports director accountability to shareholders. A classified board structure","page_number":98,"box":{"x":60,"y":248,"width":855,"height":12}},{"id":"9eeb4965-d7ad-4bc9-b948-c5aaa21d8479","block_type":"box","text":"(8)","page_number":98,"box":{"x":917,"y":246,"width":14,"height":8}},{"id":"4f74d30c-0ded-4e72-ab5a-13e4dcee5a98","block_type":"box","text":"may be justified by a company when it needs consistency and stability during a time of transition, or on the basis of its","page_number":98,"box":{"x":60,"y":263,"width":827,"height":12}},{"id":"cdd1a4ed-d43b-4116-9138-9520a7d8f5cf","block_type":"box","text":"business model (e.g., a non-operating company such as closed-end funds).","page_number":98,"box":{"x":60,"y":278,"width":526,"height":13}},{"id":"5cb075be-4d8d-4d81-8a8c-45ea5c241191","block_type":"box","text":"Shareholders should have the opportunity to evaluate nominated directors individually rather than in bundled slates. We look","page_number":98,"box":{"x":59,"y":305,"width":876,"height":12}},{"id":"6f601d25-2854-4430-832a-167a290acae9","block_type":"box","text":"to companies to provide sufficient information on each director standing for election so that shareholders can assess their","page_number":98,"box":{"x":59,"y":320,"width":855,"height":12}},{"id":"033864cb-f47a-4d31-be26-32f8735c0306","block_type":"box","text":"capabilities and suitability. We will generally not support the election of directors whose names and biographical details have","page_number":98,"box":{"x":59,"y":335,"width":871,"height":12}},{"id":"bb86696c-b90b-4dae-a926-0d699d8da637","block_type":"box","text":"not been disclosed sufficiently in advance of the shareholder meeting.","page_number":98,"box":{"x":60,"y":350,"width":488,"height":12}},{"id":"c57145d3-a4b8-4c31-9a1b-38a9112f9c12","block_type":"box","text":"Each director’s appointment should be dependent on receiving a simple majority of the votes cast at the shareholder","page_number":98,"box":{"x":60,"y":377,"width":816,"height":12}},{"id":"7aaf5ccb-75f8-4b77-a2f6-4aa462739b46","block_type":"box","text":"meeting. Where a company’s practices differ, we look to the board to provide a detailed explanation as to how its approach","page_number":98,"box":{"x":60,"y":392,"width":858,"height":12}},{"id":"5079cce4-b3be-4ef4-b86d-6d7fab76601c","block_type":"box","text":"best serves investors’ interests.","page_number":98,"box":{"x":60,"y":407,"width":214,"height":9}},{"id":"01ee3b30-4963-43ef-8fcd-2b6e3502eb1c","block_type":"box","text":"We may vote for shareholder or management proposals seeking to establish annual election of directors and/or a simple","page_number":98,"box":{"x":59,"y":433,"width":845,"height":13}},{"id":"b261e904-bd93-483a-b628-33ccf6276f92","block_type":"box","text":"majority vote standard for director elections. We may vote against all the directors standing for election as part of a single","page_number":98,"box":{"x":60,"y":448,"width":849,"height":13}},{"id":"e0346914-9e15-430e-92fc-bc157ff0d560","block_type":"box","text":"slate if we have concerns about the profile or performance of an individual director.","page_number":98,"box":{"x":59,"y":463,"width":581,"height":13}},{"id":"e698e044-aee7-434f-82eb-1be0765f082f","block_type":"box","text":"Committees","page_number":98,"box":{"x":76,"y":490,"width":86,"height":10}},{"id":"dba9660d-d66b-45a9-950d-436e1b7e0bc7","block_type":"box","text":"Many boards establish committees to focus on specific responsibilities of the board such as audit and risk, governance and","page_number":98,"box":{"x":59,"y":516,"width":860,"height":13}},{"id":"07484462-2b24-419e-88e4-989596193d71","block_type":"box","text":"human capital, and executive compensation, amongst other matters. We do not prescribe to companies what committees","page_number":98,"box":{"x":60,"y":531,"width":854,"height":13}},{"id":"d8befc06-af16-45fe-b2a1-87603c5c829c","block_type":"box","text":"they should establish, but we seek to understand the board’s rationale for the committee structure it determines is","page_number":98,"box":{"x":59,"y":547,"width":801,"height":12}},{"id":"7388dedb-71e4-4146-a552-38d6e0e2b545","block_type":"box","text":"appropriate. We note that, in some markets, regulation requires such committees. The responsibilities of each committee","page_number":98,"box":{"x":59,"y":562,"width":848,"height":12}},{"id":"71653dd3-e43f-445b-b496-9276d2be9fbe","block_type":"box","text":"should be clear, and the board should ensure that all critical matters are assigned either to the full board or to one of the","page_number":98,"box":{"x":59,"y":577,"width":841,"height":12}},{"id":"7feee6f0-9b47-4404-a25f-83df5e18b537","block_type":"box","text":"committees. It is helpful to investor understanding when the board discloses the structure, membership, proportion of","page_number":98,"box":{"x":59,"y":592,"width":829,"height":12}},{"id":"bb5d6334-c4cd-4b67-85ba-cdcc7f01e819","block_type":"box","text":"independent directors, and responsibilities of each committee. The responsibilities we typically see assigned to the three","page_number":98,"box":{"x":60,"y":607,"width":841,"height":12}},{"id":"0a861223-cd09-49ff-9805-7d4ce44b0463","block_type":"box","text":"most common committees include:","page_number":98,"box":{"x":60,"y":622,"width":248,"height":10}},{"id":"30d7d8f6-008f-4f56-b072-2a6e7aad169e","block_type":"box","text":"• Audit and risk – oversight responsibilities for the integrity of financial reporting, risk management and compliance","page_number":98,"box":{"x":92,"y":642,"width":830,"height":13}},{"id":"5d1728d7-e009-4afa-a8bb-ce78295a4058","block_type":"box","text":"with legal and regulatory requirements; may also play an oversight role in relation to the internal audit function and","page_number":98,"box":{"x":124,"y":657,"width":807,"height":13}},{"id":"3a7ec2d8-b7a6-4dfa-a462-4b0f6f5e5d3c","block_type":"box","text":"whistleblowing mechanisms.","page_number":98,"box":{"x":124,"y":673,"width":203,"height":12}},{"id":"65c8f425-170c-437d-b82d-d516f037479c","block_type":"box","text":"• Nominating, governance and human capital – oversight responsibilities for corporate governance principles and","page_number":98,"box":{"x":92,"y":693,"width":814,"height":12}},{"id":"08b742e6-8a29-4def-9af0-f76b1da3bc11","block_type":"box","text":"practices of the company, including the periodic review of board performance; responsibility for succession","page_number":98,"box":{"x":124,"y":708,"width":749,"height":12}},{"id":"e413ab61-fba4-4c5f-86fb-7becdef41440","block_type":"box","text":"planning for CEO and key board roles, as well as the director appointment process; may also have oversight","page_number":98,"box":{"x":124,"y":723,"width":751,"height":12}},{"id":"47bcfa3a-2c96-4de9-be34-0e8b8cb62d5b","block_type":"box","text":"responsibilities for human capital management strategies, including corporate culture and purpose.","page_number":98,"box":{"x":125,"y":738,"width":696,"height":12}},{"id":"e3e35416-bd7d-497a-96a2-c36b1bc5f9d8","block_type":"box","text":"• Executive compensation – determines the compensation policies and programs for the CEO and other executive","page_number":98,"box":{"x":92,"y":758,"width":817,"height":13}},{"id":"586e22e1-f3a2-4d1d-8fbe-71daf4bafdee","block_type":"box","text":"officers, approves annual awards and payments under the policies; may also have oversight responsibilities for firm","page_number":98,"box":{"x":124,"y":773,"width":809,"height":13}},{"id":"8c5d8fd3-15b8-42c0-badd-638b862a1480","block_type":"box","text":"wide compensation policies.","page_number":98,"box":{"x":124,"y":788,"width":198,"height":13}},{"id":"1cc512e0-374d-41f7-ae2e-dc59505bb064","block_type":"box","text":"We may vote against the election of the chair of the committee or other directors serving as committee members to convey","page_number":98,"box":{"x":59,"y":815,"width":866,"height":12}},{"id":"e560cfb9-d2a0-4ca2-88b1-6dd1a084acda","block_type":"box","text":"concerns about how a committee has undertaken its responsibilities. We may vote against the election of the most senior","page_number":98,"box":{"x":59,"y":830,"width":851,"height":12}},{"id":"f39b1a07-6352-4574-b891-1a3641751639","block_type":"box","text":"non-executive director if there is not a clearly disclosed approach to board committees.","page_number":98,"box":{"x":60,"y":845,"width":609,"height":13}},{"id":"47415d0b-9b39-4d57-83c5-a386afc484c3","block_type":"box","text":"(8) A classified board divides the directors into classes with different overlapping terms. As a result, only one class of directors stands for electi","page_number":98,"box":{"x":59,"y":879,"width":810,"height":9}},{"id":"69031976-2c45-4304-a0ec-1e420d72a704","block_type":"box","text":"on in any","page_number":98,"box":{"x":870,"y":879,"width":51,"height":9}},{"id":"68dfdf94-49e2-499f-bdfd-997995686107","block_type":"box","text":"one year.","page_number":98,"box":{"x":92,"y":894,"width":49,"height":7}},{"id":"23560af1-525c-449a-8281-18d6be7ab26f","block_type":"box","text":"A-8","page_number":98,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"65472e00-5f52-4558-b537-b56cca29e77e","block_type":"box","text":"Board and director evaluation","page_number":99,"box":{"x":76,"y":67,"width":213,"height":9}},{"id":"0ffe7b2f-046a-4dd9-b6fc-6631515c033c","block_type":"box","text":"We consider it best practice for companies to conduct an annual review of the performance of the board, the committees,","page_number":99,"box":{"x":59,"y":93,"width":853,"height":12}},{"id":"54728128-d7e5-4c02-99d1-8904d86316fd","block_type":"box","text":"the chair and individual directors. Periodically, this review could be undertaken by an independent third party able to bring","page_number":99,"box":{"x":59,"y":108,"width":852,"height":13}},{"id":"55b74a18-d3d8-4856-aece-866f4c98bcaf","block_type":"box","text":"objective perspectives to the board on governance and performance. We encourage companies to disclose their approach to","page_number":99,"box":{"x":59,"y":123,"width":871,"height":13}},{"id":"1f82879c-b121-48cc-a639-a0ba7328db34","block_type":"box","text":"and the objectives of evaluations, including any changes made to the board’s approach as a result.","page_number":99,"box":{"x":59,"y":138,"width":688,"height":13}},{"id":"77138669-d0e3-42f3-bab3-1d808f9a2d7f","block_type":"box","text":"Access to independent advice","page_number":99,"box":{"x":75,"y":165,"width":216,"height":12}},{"id":"63549757-9f35-472d-92a9-6fc96aa193ec","block_type":"box","text":"To support the directors in effectively fulfilling their duties to the company and shareholders, they should have access to","page_number":99,"box":{"x":59,"y":191,"width":840,"height":13}},{"id":"fd13e108-f781-4667-9fe7-cf48b2c9860f","block_type":"box","text":"independent advice. In certain circumstances, it may be helpful to boards to retain independent third parties to advise on","page_number":99,"box":{"x":60,"y":206,"width":844,"height":13}},{"id":"47299421-7cb2-421f-94eb-d1c696bb7fc6","block_type":"box","text":"critical matters. These might include new industry developments such as emergent and disruptive technology, operating","page_number":99,"box":{"x":59,"y":222,"width":844,"height":12}},{"id":"3755f5e6-00c7-41f9-9949-63b7f0b185ad","block_type":"box","text":"events with material consequences for the company’s reputation and/or performance, or significant transactions. Board","page_number":99,"box":{"x":59,"y":237,"width":841,"height":12}},{"id":"a8e82e17-dacd-4a2d-b5d5-d3d0130f11f9","block_type":"box","text":"committees may similarly retain third parties to advise them on specialist matters such as audit, compensation and","page_number":99,"box":{"x":59,"y":252,"width":806,"height":12}},{"id":"ba9b9f2c-9cdd-4e9d-a6e9-4efacefa9ffc","block_type":"box","text":"succession planning.","page_number":99,"box":{"x":59,"y":267,"width":145,"height":12}},{"id":"9c67a562-0960-4ce9-b0f3-13c3102d3299","block_type":"box","text":"Executive compensation","page_number":99,"box":{"x":60,"y":294,"width":174,"height":12}},{"id":"95536341-2498-4bfc-872c-058cc11ae0c5","block_type":"box","text":"Boards play an important role in establishing compensation arrangements that enable the company to recruit, retain and","page_number":99,"box":{"x":60,"y":320,"width":844,"height":12}},{"id":"7c428535-ce7f-4d95-967e-c0f383db423d","block_type":"box","text":"reward the caliber of executive management necessary to lead and operate the company to deliver superior financial returns","page_number":99,"box":{"x":60,"y":335,"width":870,"height":12}},{"id":"e834adfe-0bd6-4367-ae5f-f3e2168d5c0a","block_type":"box","text":"over time. We focus on alignment between variable pay and a company’s financial performance.","page_number":99,"box":{"x":59,"y":350,"width":671,"height":12}},{"id":"82b67461-73c8-48d3-9923-ed5ad5ab1399","block_type":"box","text":"Generally, executive compensation arrangements have four components: base salary, annual bonus that rewards","page_number":99,"box":{"x":59,"y":377,"width":788,"height":12}},{"id":"d0a977d4-d9b8-4f2b-b997-a5b602212b30","block_type":"box","text":"performance against short-term metrics, incentives - most often share-based- that reward performance against long-term","page_number":99,"box":{"x":59,"y":392,"width":858,"height":12}},{"id":"24de683b-dfa4-4c4c-a825-9e52b9990631","block_type":"box","text":"metrics, and pensions and benefits. In our observation, base salary, pensions and benefits are largely set relative to market","page_number":99,"box":{"x":60,"y":407,"width":853,"height":12}},{"id":"b72deb4d-83fe-4932-9acd-aefc5876b3d4","block_type":"box","text":"norms and benchmarks. The annual bonus and share-based incentive, or variable pay plans, tend to be tailored to the","page_number":99,"box":{"x":60,"y":422,"width":822,"height":12}},{"id":"3b95efe6-1d07-4e15-abe3-9317e71348c5","block_type":"box","text":"company, its sector and long-term strategy, as well as the individuals the board is seeking to recruit and motivate.","page_number":99,"box":{"x":59,"y":437,"width":794,"height":12}},{"id":"b9e793e1-0045-42b5-97d3-319edf045291","block_type":"box","text":"Recognizing the unique circumstances of each company, we determine whether to support a company’s approach to","page_number":99,"box":{"x":60,"y":463,"width":819,"height":13}},{"id":"50c9b9dd-1f0a-498a-ae8d-c5116de791b1","block_type":"box","text":"executive compensation on a case-by-case basis. We rely on companies providing sufficient quantitative and qualitative","page_number":99,"box":{"x":59,"y":479,"width":837,"height":12}},{"id":"2796ec28-1078-4222-b88a-288568d7a2d6","block_type":"box","text":"information in their disclosures to enable shareholders to understand the compensation arrangements and assess the","page_number":99,"box":{"x":60,"y":494,"width":825,"height":12}},{"id":"e11b7a62-137c-41df-a1d2-a1e76955aecc","block_type":"box","text":"alignment with investors’ interests. Features we look for in compensation arrangements include:","page_number":99,"box":{"x":59,"y":509,"width":673,"height":12}},{"id":"37438700-605d-4495-ac1b-7f25cb91e737","block_type":"box","text":"• Fixed pay components, including base salary, benefits and prerequisites that are appropriate in the context of the","page_number":99,"box":{"x":92,"y":529,"width":822,"height":12}},{"id":"dca40553-41a9-41ea-b530-1bc0e7a526ab","block_type":"box","text":"company’s size, sector and market.","page_number":99,"box":{"x":124,"y":544,"width":244,"height":12}},{"id":"4e8647b5-456e-4714-b2ea-48ef8189a815","block_type":"box","text":"• Variable pay subject to performance metrics that are closely linked to the company’s short- and long-term strategic","page_number":99,"box":{"x":92,"y":564,"width":840,"height":13}},{"id":"5fef2c73-d3a5-4cdb-9049-dea4f03a2b51","block_type":"box","text":"objectives.","page_number":99,"box":{"x":124,"y":579,"width":73,"height":13}},{"id":"d12cca0f-2368-42fd-b031-212ed7f06153","block_type":"box","text":"• Long-term incentives that motivate sustained performance across a multi-year period.","page_number":99,"box":{"x":92,"y":600,"width":637,"height":12}},{"id":"cb65cf12-69e9-41b7-a566-35655470313c","block_type":"box","text":"• A balance between fixed and variable pay, short- and long-term incentives, and specific instruments (cash and","page_number":99,"box":{"x":92,"y":620,"width":805,"height":12}},{"id":"5d37539f-89f9-467f-83ff-bbf83161845a","block_type":"box","text":"equity awards) that promotes pay program durability and seldom necessitates one-off, discretionary payments.","page_number":99,"box":{"x":124,"y":635,"width":778,"height":12}},{"id":"25c6e780-42c1-4339-aec6-a7e545022439","block_type":"box","text":"• Pay outcomes that are consistent with the returns to investors over the relevant time period.","page_number":99,"box":{"x":92,"y":655,"width":677,"height":12}},{"id":"80d37ad5-d55a-4d1e-93c2-f66b6772f59d","block_type":"box","text":"• Board discretion, if allowed within the variable pay arrangements, to be used sparingly, responsibly and","page_number":99,"box":{"x":92,"y":675,"width":751,"height":12}},{"id":"ec652377-86cf-47bd-b955-064866f12c63","block_type":"box","text":"transparently.","page_number":99,"box":{"x":124,"y":690,"width":94,"height":13}},{"id":"ba495220-3c56-405a-b909-a6758fe8d54f","block_type":"box","text":"• A requirement, that participants in long-term share-based incentive plans build a meaningful shareholding in the","page_number":99,"box":{"x":92,"y":710,"width":822,"height":13}},{"id":"25fbe8db-6b37-43c2-ab26-f2f2aa46f11c","block_type":"box","text":"company within a defined time period, as determined by the board or relevant board committee.","page_number":99,"box":{"x":124,"y":726,"width":674,"height":12}},{"id":"18fc614a-a446-4e22-907e-c67ba2617907","block_type":"box","text":"• Change of control provisions that appropriately balance the interests of executives and shareholders.","page_number":99,"box":{"x":92,"y":746,"width":737,"height":12}},{"id":"48573b0a-692e-4aca-bd98-d9629df9a153","block_type":"box","text":"• Clawback or malus provisions that allow the company to recoup or hold back variable compensation from","page_number":99,"box":{"x":92,"y":766,"width":774,"height":12}},{"id":"6a7068d6-c62a-4c8f-adef-bf83052bd7a9","block_type":"box","text":"individuals whose awards were based on fraudulent activities, misstated financial reports, or executive misconduct.","page_number":99,"box":{"x":125,"y":781,"width":805,"height":12}},{"id":"e8018c56-93d8-4ae3-ad8b-bc55484df562","block_type":"box","text":"• Severance arrangements that protect the company’s interests but do not cost more than is contractual.","page_number":99,"box":{"x":92,"y":801,"width":755,"height":12}},{"id":"e03fd795-8fb7-4f25-94fa-89f45a7b9a22","block_type":"box","text":"We may vote against proposals to introduce new share-based incentives, approve existing policies or plans, or approve the","page_number":99,"box":{"x":59,"y":828,"width":857,"height":12}},{"id":"fda3b0d9-9708-4ae5-b094-bdd242f78f28","block_type":"box","text":"compensation report where we do not see alignment between executive compensation arrangements and our clients’","page_number":99,"box":{"x":59,"y":843,"width":826,"height":12}},{"id":"47c0f370-66c5-428b-8c18-f6ef66814bcd","block_type":"box","text":"financial interests. When there is not an alternative, or where there have been multi-year issues with compensation","page_number":99,"box":{"x":59,"y":858,"width":804,"height":12}},{"id":"a3d4857e-0dd4-4d64-95c6-1b22ce71fd38","block_type":"box","text":"misaligned with performance, we may vote against the election of the chair of the responsible committee, or the most senior","page_number":99,"box":{"x":60,"y":873,"width":874,"height":12}},{"id":"744d5be6-2299-4c23-9986-7f1d814901c2","block_type":"box","text":"independent director.","page_number":99,"box":{"x":60,"y":888,"width":148,"height":12}},{"id":"d50918bc-60ba-44b3-bcd4-7fef359cb2a2","block_type":"box","text":"A-9","page_number":99,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"3af471d4-710a-485b-bea2-a3c939bd4f18","block_type":"box","text":"Non-executive director compensation","page_number":100,"box":{"x":60,"y":67,"width":271,"height":12}},{"id":"1097e88b-a07d-420f-b7b3-8151b690db41","block_type":"box","text":"Companies generally pay non-executive directors an annual retainer or fee in cash, shares or a combination of the two. Some","page_number":100,"box":{"x":59,"y":93,"width":875,"height":12}},{"id":"97eb0fec-ddbe-4746-baf3-fd726734fddf","block_type":"box","text":"companies also pay additional fees for service on board committees or in board leadership roles. We do not support non","page_number":100,"box":{"x":59,"y":108,"width":846,"height":13}},{"id":"749385b1-9f91-466f-afe6-d28241e61b88","block_type":"box","text":"executive directors participating in performance-based incentive plans as doing so may create a conflict of interest and","page_number":100,"box":{"x":59,"y":123,"width":832,"height":13}},{"id":"f95b6fc1-2e3c-463e-80d5-d79f24ece6e5","block_type":"box","text":"undermine their independence from management, whom they oversee.","page_number":100,"box":{"x":60,"y":138,"width":500,"height":13}},{"id":"2ed810bf-088a-49d5-ac9d-6d1d8990dbfa","block_type":"box","text":"Capital structure","page_number":100,"box":{"x":59,"y":165,"width":120,"height":12}},{"id":"4faffd0a-335d-49dd-99e4-235cd0535b19","block_type":"box","text":"Boards are responsible for ensuring senior executive leadership has established a capital strategy that achieves appropriate","page_number":100,"box":{"x":60,"y":191,"width":858,"height":13}},{"id":"dc1154cf-d915-4581-b352-0e331dc2c655","block_type":"box","text":"capital allocation in support of long-term financial resilience.","page_number":100,"box":{"x":59,"y":206,"width":424,"height":13}},{"id":"dfa16943-fc2b-41f2-ac5b-a72b336d302f","block_type":"box","text":"Where company practices diverge from those set out below, we look for companies to disclose why they view these practices","page_number":100,"box":{"x":59,"y":233,"width":876,"height":12}},{"id":"21ff2d28-e0c7-4e55-a609-b107c02f81c6","block_type":"box","text":"to be aligned with shareholders’ interests. We may vote against management proposals seeking capital-related authorities, or","page_number":100,"box":{"x":59,"y":248,"width":878,"height":12}},{"id":"9366dcd8-ab30-4d66-9eb0-8258d82faf3e","block_type":"box","text":"the election of the most senior independent director, if we have concerns about a company’s approach. We may also support","page_number":100,"box":{"x":59,"y":263,"width":875,"height":12}},{"id":"06991a0e-072d-4d06-97be-1bb8dc15d8da","block_type":"box","text":"a shareholder proposal seeking conversion of shares with differentiated voting rights to a one-share, one-vote standard.","page_number":100,"box":{"x":59,"y":278,"width":838,"height":13}},{"id":"b3de8194-ab71-4f1b-85cf-8318a4f998a9","block_type":"box","text":"Share issuance","page_number":100,"box":{"x":75,"y":305,"width":108,"height":9}},{"id":"ddd0c04d-51b6-4c8d-98ac-0b99038778db","block_type":"box","text":"We assess requests for share issuance for particular transactions on a case-by-case basis. We will generally support","page_number":100,"box":{"x":59,"y":331,"width":807,"height":13}},{"id":"10a45178-790c-4311-ae1e-c873eece0013","block_type":"box","text":"authorities to issue shares when subject to pre-emptive rights, and up to 20% absent pre-emptive rights. We consider it good","page_number":100,"box":{"x":59,"y":346,"width":878,"height":13}},{"id":"ab400b73-03a7-447d-823b-aef1028ce69d","block_type":"box","text":"practice for companies to seek regular approval of these authorities to allow shareholders to take into consideration how","page_number":100,"box":{"x":59,"y":361,"width":846,"height":13}},{"id":"ad391a0c-f1e9-4670-b076-a46f40d34bb8","block_type":"box","text":"prior authorities were used, as well as the current circumstances of the company and the market environment.","page_number":100,"box":{"x":59,"y":377,"width":773,"height":12}},{"id":"70c0f129-7038-4912-b676-ecd28e257300","block_type":"box","text":"Share buybacks","page_number":100,"box":{"x":75,"y":403,"width":114,"height":12}},{"id":"5e45b78b-4c14-480e-88a9-5194d30db771","block_type":"box","text":"We assess share buyback proposals in the context of the company’s disclosed capital management strategy and","page_number":100,"box":{"x":59,"y":429,"width":785,"height":13}},{"id":"43c4658e-d8ac-4fc0-b915-47b0d34566fe","block_type":"box","text":"management’s determination of the appropriate balance between investment that supports the long-term growth of the","page_number":100,"box":{"x":60,"y":445,"width":844,"height":12}},{"id":"66eda8ab-34bc-4fca-80aa-116e516b2768","block_type":"box","text":"company and returning cash to investors. We also take into consideration the effect of a buyback program on the company’s","page_number":100,"box":{"x":59,"y":460,"width":872,"height":12}},{"id":"46f702b3-0207-4c45-824b-fd88406b253e","block_type":"box","text":"balance sheet and executive compensation arrangements and the price at which shares are repurchased relative to market","page_number":100,"box":{"x":60,"y":475,"width":858,"height":12}},{"id":"5c550b9e-440a-442e-a7d5-d83f1ea098ae","block_type":"box","text":"price. We consider it good practice for companies to seek regular approval of these authorities to allow shareholders to take","page_number":100,"box":{"x":59,"y":490,"width":866,"height":12}},{"id":"c13a9ac8-ad32-42a4-b175-a5413e559a09","block_type":"box","text":"into consideration how prior authorities were used, as well as the current circumstances of the company and the market","page_number":100,"box":{"x":60,"y":505,"width":842,"height":12}},{"id":"bf3fe512-dc5d-4ff9-8276-4c7ac88f3c4e","block_type":"box","text":"environment.","page_number":100,"box":{"x":59,"y":521,"width":92,"height":9}},{"id":"1faf27e4-eb00-4225-bb4e-63d93658dcd6","block_type":"box","text":"Dividends","page_number":100,"box":{"x":76,"y":547,"width":70,"height":9}},{"id":"a6171b8b-6bb3-4b61-b238-8a3a09dc6689","block_type":"box","text":"We generally defer to management and the board on dividend policy but may engage to seek further clarification where a","page_number":100,"box":{"x":59,"y":573,"width":851,"height":12}},{"id":"c65a2cb8-4bf2-4d8e-8afd-f7331b6876d2","block_type":"box","text":"proposed dividend appears out of line with the company’s financial position.","page_number":100,"box":{"x":59,"y":588,"width":535,"height":13}},{"id":"3f353af5-148f-4fa1-8633-7380449960a6","block_type":"box","text":"Differentiated voting rights","page_number":100,"box":{"x":76,"y":615,"width":193,"height":12}},{"id":"3bb82c3a-5157-4bce-b1cc-29f299235fa4","block_type":"box","text":"We prefer companies to adopt a one-share, one-vote structure for share classes with the same economic exposure. Certain","page_number":100,"box":{"x":59,"y":641,"width":861,"height":12}},{"id":"6d97bb1f-0a00-444c-8ea5-b5db9d1cb6b2","block_type":"box","text":"companies, particularly those new to public markets, could make the case to adopt a differentiated voting rights structure, or","page_number":100,"box":{"x":59,"y":656,"width":875,"height":13}},{"id":"d2ab8f05-20f3-40b4-ba52-7d1bf8a9aba4","block_type":"box","text":"dual class stock. In those situations, we encourage companies to evaluate and seek approval for their capital structure on a","page_number":100,"box":{"x":59,"y":671,"width":860,"height":13}},{"id":"01514ddf-b520-4b18-9378-9319485c8c4d","block_type":"box","text":"periodic basis.","page_number":100,"box":{"x":59,"y":686,"width":98,"height":13}},{"id":"1fb0d252-12e0-4468-8aa5-ebe16c48e49f","block_type":"box","text":"Transactions and special situations","page_number":100,"box":{"x":58,"y":713,"width":254,"height":12}},{"id":"62103025-3a3f-4cfc-b74f-eb624660921e","block_type":"box","text":"We monitor developments in transactions and special situations closely and undertake our own detailed analyses of","page_number":100,"box":{"x":59,"y":739,"width":813,"height":13}},{"id":"82d1b6e9-e673-493e-9ba1-1b22b7345e23","block_type":"box","text":"proposals.","page_number":100,"box":{"x":59,"y":754,"width":71,"height":13}},{"id":"908a0320-d980-4650-aa01-b407de812859","block_type":"box","text":"Mergers and acquisitions","page_number":100,"box":{"x":76,"y":781,"width":181,"height":12}},{"id":"084eb6fd-bb7e-4bee-82cd-313f69482a47","block_type":"box","text":"We evaluate proposed mergers or acquisitions by assessing the financial outcome for our clients as minority shareholders.","page_number":100,"box":{"x":59,"y":807,"width":855,"height":13}},{"id":"a48ce285-ae05-48e1-a09c-43b6bac5ba33","block_type":"box","text":"Management should provide an assessment of the proposed transaction’s strategic and financial rationale, along with its","page_number":100,"box":{"x":59,"y":823,"width":847,"height":12}},{"id":"53cbca58-3158-4b89-8470-9a98b15da271","block_type":"box","text":"execution and operational risks. We review each transaction independently based on these factors and the degree to which","page_number":100,"box":{"x":59,"y":838,"width":861,"height":12}},{"id":"a1582fad-2f28-448a-9b5f-6c9f8dbcccad","block_type":"box","text":"the transaction enhances shareholder value. The board might consider establishing an ad hoc transaction committee to","page_number":100,"box":{"x":59,"y":853,"width":839,"height":12}},{"id":"2e073a78-7704-477c-bbc9-6c2c736a4902","block_type":"box","text":"undertake an independent assessment of a significant merger or acquisition, in advance of making its recommendation to","page_number":100,"box":{"x":60,"y":868,"width":855,"height":12}},{"id":"575b127d-e4a1-445d-a579-7a3297ab07fd","block_type":"box","text":"shareholders.","page_number":100,"box":{"x":59,"y":883,"width":93,"height":10}},{"id":"4b418d3e-e89e-481d-aa9e-0d56a10a4787","block_type":"box","text":"A-10","page_number":100,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"f12a2c36-a06f-4b86-9d0c-d85560ac6e41","block_type":"box","text":"We will vote against transactions that, in our assessment, do not advance our clients’ financial interests.","page_number":101,"box":{"x":59,"y":67,"width":726,"height":12}},{"id":"58b698fb-f302-424b-9540-e0f32038eff9","block_type":"box","text":"Anti-takeover defenses","page_number":101,"box":{"x":75,"y":93,"width":167,"height":10}},{"id":"9d802d58-b4c1-4d2c-a8e3-fc20c546574c","block_type":"box","text":"In principle, we do not support companies using anti-takeover defenses, also known as poison pills or shareholder rights","page_number":101,"box":{"x":60,"y":120,"width":842,"height":12}},{"id":"4b75a744-3307-4c7a-8726-35b8acabd707","block_type":"box","text":"plans, as they can entrench management and boards which have not delivered long-term shareholder value. By exception, a","page_number":101,"box":{"x":59,"y":135,"width":868,"height":12}},{"id":"dae2ebf2-fd77-4853-9c98-290b5508c03a","block_type":"box","text":"poison pill may be supported if its purpose is to delay a takeover that is considered sub-optimal and enable management to","page_number":101,"box":{"x":59,"y":150,"width":865,"height":12}},{"id":"e8df719d-8262-4e7b-82ca-cd1b102107d2","block_type":"box","text":"seek an improved offer. Similarly, management could make the case to use a poison pill to block a shareholder activism","page_number":101,"box":{"x":59,"y":165,"width":832,"height":12}},{"id":"457aa553-ef52-4f63-8a34-951d6088b1bd","block_type":"box","text":"campaign that may be counter to the interests of other investors. Defense mechanisms introduced in these circumstances","page_number":101,"box":{"x":59,"y":180,"width":856,"height":12}},{"id":"779414c0-e506-4a0b-bf94-020c61f06a42","block_type":"box","text":"should be limited in term and threshold, and also be closely monitored by the independent members of the board. We","page_number":101,"box":{"x":59,"y":195,"width":825,"height":12}},{"id":"7bcf3ac9-9eb0-4137-99cc-714bc0d1a8ec","block_type":"box","text":"consider it good practice for companies to put to a shareholder vote any mechanisms expected to be in place for more than","page_number":101,"box":{"x":59,"y":210,"width":866,"height":13}},{"id":"1a2cc0e8-0b3e-4055-9d56-13c4efc29014","block_type":"box","text":"12 months.","page_number":101,"box":{"x":61,"y":225,"width":76,"height":10}},{"id":"d1819d54-2c9c-4083-af9f-722f67e4f921","block_type":"box","text":"Shareholder activism","page_number":101,"box":{"x":75,"y":252,"width":152,"height":10}},{"id":"7b9af7e4-5779-4ae4-8ced-4d0d4edeaeab","block_type":"box","text":"When companies are the focus of an activism campaign, we may communicate with the activist to understand their analysis","page_number":101,"box":{"x":59,"y":278,"width":872,"height":13}},{"id":"cde1c8b9-4b86-4459-abde-6135711660c1","block_type":"box","text":"and objectives, once they have publicly disclosed their campaign. We may also engage with company management and","page_number":101,"box":{"x":59,"y":293,"width":838,"height":13}},{"id":"ba1012f2-8b88-42dc-a173-38463fc03ba6","block_type":"box","text":"possibly board members, especially those the activist may be seeking to replace. In our assessment, we evaluate various","page_number":101,"box":{"x":59,"y":308,"width":840,"height":13}},{"id":"3b20a635-c718-468a-8dc9-6af82522d4b3","block_type":"box","text":"factors, including the concerns raised by the activist and the case for change; the quality of both the activist’s and","page_number":101,"box":{"x":59,"y":324,"width":795,"height":12}},{"id":"9e554973-e2e6-4ceb-9899-5e50f4a22aff","block_type":"box","text":"management’s plans; and the qualifications of each party’s candidates. We evaluate each contested situation by assessing","page_number":101,"box":{"x":60,"y":339,"width":854,"height":12}},{"id":"3de8e833-9f74-4eec-8b10-f4f63e9f1a9d","block_type":"box","text":"the potential financial outcome for our clients as minority shareholders.","page_number":101,"box":{"x":59,"y":354,"width":501,"height":12}},{"id":"02da107f-4f8c-43ac-9bcf-ddf286e8ceea","block_type":"box","text":"We may support board candidates nominated by a shareholder activist if BAIS, in its independent judgment, or the relevant","page_number":101,"box":{"x":59,"y":380,"width":861,"height":13}},{"id":"1a1e8e2e-ec16-4b4a-9a2c-d41c8860f10b","block_type":"box","text":"portfolio manager has determined that there is a case for change to enhance shareholder value, or if the incumbent board","page_number":101,"box":{"x":59,"y":395,"width":854,"height":13}},{"id":"b574a957-0f8b-4e2e-b468-9e725f4e2dc7","block_type":"box","text":"members do not demonstrate the relevant skills and expertise or have a poor track record of protecting shareholders’","page_number":101,"box":{"x":60,"y":411,"width":819,"height":12}},{"id":"9fa51c27-dc19-49b3-89f8-0731d5ee78f1","block_type":"box","text":"interests.","page_number":101,"box":{"x":60,"y":427,"width":62,"height":8}},{"id":"7918c815-ae8f-4eb5-8e46-267345680090","block_type":"box","text":"Significant shareholders and related party transactions","page_number":101,"box":{"x":75,"y":452,"width":397,"height":12}},{"id":"d21abf85-62c2-49fa-8b19-62cf71a4c36a","block_type":"box","text":"Boards of companies with affiliated shareholders or directors should give equitable consideration to the interests of all","page_number":101,"box":{"x":60,"y":479,"width":824,"height":12}},{"id":"bca9147e-cd20-4397-beaf-307474f9cae3","block_type":"box","text":"shareholders when evaluating related party transactions.","page_number":101,"box":{"x":59,"y":494,"width":397,"height":12}},{"id":"60bba486-8609-4307-b79f-1dd7570c71f0","block_type":"box","text":"We consider it good practice for transactions with related parties, such as significant shareholders or companies affiliated","page_number":101,"box":{"x":59,"y":520,"width":849,"height":12}},{"id":"8236b9e7-2134-4448-944a-5caf1bbe00ab","block_type":"box","text":"with the public company, to be disclosed in detail and conducted on terms similar to what would objectively have been","page_number":101,"box":{"x":59,"y":535,"width":832,"height":13}},{"id":"caa1de38-d8e7-4778-83a4-f64f512e2dfb","block_type":"box","text":"agreed with a non-related party. In our view, such transactions should be reviewed and approved by the independent","page_number":101,"box":{"x":59,"y":550,"width":818,"height":13}},{"id":"f382612a-a587-4c14-8cc4-77c3daaf0272","block_type":"box","text":"members of the board, and if voted on, only disinterested shareholders should vote.","page_number":101,"box":{"x":60,"y":566,"width":584,"height":12}},{"id":"539963df-9ee3-4420-8a7e-b540c7d997be","block_type":"box","text":"Corporate reporting, risk management and audit","page_number":101,"box":{"x":59,"y":592,"width":352,"height":12}},{"id":"da86382c-0110-475b-b3bb-393091ed88fb","block_type":"box","text":"Investors depend on corporate reporting, both regulatory and voluntary, to understand a company’s strategy, its","page_number":101,"box":{"x":60,"y":618,"width":783,"height":13}},{"id":"1869a2f0-fc71-4f0b-b0d6-8b4329d3d0ca","block_type":"box","text":"implementation and financial performance, as well as to assess the quality of management and operations and potential for","page_number":101,"box":{"x":60,"y":634,"width":867,"height":12}},{"id":"182af4af-b42e-4b8e-8130-2d36e7bf13ac","block_type":"box","text":"the company to create shareholder value over time. We consider it good practice for the board to oversee corporate reporting","page_number":101,"box":{"x":59,"y":649,"width":876,"height":12}},{"id":"1406618b-ac8e-4342-8fb5-22470ea866cf","block_type":"box","text":"and the policies and procedures underpinning the internal audit function and external audit.","page_number":101,"box":{"x":59,"y":664,"width":644,"height":12}},{"id":"9010ece7-2b0e-45ed-bd61-65be437757e1","block_type":"box","text":"A company’s financial reporting should provide decision-useful information for investors, and other stakeholders, on its","page_number":101,"box":{"x":59,"y":690,"width":836,"height":13}},{"id":"ef9e1d08-2e04-4f82-b093-9dd593c7242f","block_type":"box","text":"financial performance and position. It should provide an accurate and balanced assessment of the risks and opportunities the","page_number":101,"box":{"x":59,"y":705,"width":879,"height":13}},{"id":"c18fdf87-2006-436a-99bf-7a38f09436af","block_type":"box","text":"company faces in realizing its long-term strategy. Accordingly, the assumptions made by management and reviewed by the","page_number":101,"box":{"x":59,"y":720,"width":862,"height":13}},{"id":"09f4a6fe-9d43-422c-983b-df58fd048987","block_type":"box","text":"auditor in preparing the financial statements should be reasonable and justified. Financial statements should be prepared in","page_number":101,"box":{"x":59,"y":736,"width":865,"height":12}},{"id":"7ea66cb3-1000-4656-b81c-92f32108ddf3","block_type":"box","text":"accordance with globally developed reporting standards and any divergence from generally accepted accounting principles","page_number":101,"box":{"x":59,"y":751,"width":862,"height":12}},{"id":"9898e36f-3cd9-456f-88cc-ad62cd7f890d","block_type":"box","text":"should be explained in detail and justified. Accounting restatements should be explained in detail and any remedial actions,","page_number":101,"box":{"x":59,"y":766,"width":863,"height":12}},{"id":"e18b95bf-88c3-47a0-9d9e-a5e7d11db537","block_type":"box","text":"and the implications of these, disclosed.","page_number":101,"box":{"x":59,"y":781,"width":279,"height":12}},{"id":"97366a8d-3b7a-435c-a5fe-e55deb514f4a","block_type":"box","text":"In this context, audit committees play a vital role in a company’s financial reporting system by providing independent","page_number":101,"box":{"x":60,"y":807,"width":818,"height":13}},{"id":"10d8629a-e9c9-457f-b2a7-6ea2bfee9ed3","block_type":"box","text":"oversight of the accounts, material financial and, where appropriate to the jurisdiction, non-financial information, internal","page_number":101,"box":{"x":59,"y":823,"width":851,"height":12}},{"id":"98898e92-e3ed-4404-9ee7-8d2f9c583362","block_type":"box","text":"control frameworks and Enterprise Risk Management systems. In our view, effective audit committee oversight strengthens","page_number":101,"box":{"x":59,"y":838,"width":864,"height":12}},{"id":"5bb9176a-7f14-487d-8f95-38022f97a3e1","block_type":"box","text":"the quality and reliability of a company’s financial statements and provides an important level of reassurance to shareholders.","page_number":101,"box":{"x":59,"y":853,"width":878,"height":12}},{"id":"624ab5d5-3b79-4613-921d-f9f567a63435","block_type":"box","text":"Audit committees should have a procedure in place for assessing the independence of the auditor and the quality of the","page_number":101,"box":{"x":59,"y":868,"width":839,"height":12}},{"id":"980a4091-83a5-4677-8edf-d91ab2c8fff5","block_type":"box","text":"external audit process annually.","page_number":101,"box":{"x":59,"y":883,"width":220,"height":12}},{"id":"f11107c5-7354-4db2-8e8b-c8b75690ce41","block_type":"box","text":"A-11","page_number":101,"box":{"x":482,"y":916,"width":30,"height":9}},{"id":"2b92b2d9-a9db-44d0-a326-34345866f02e","block_type":"box","text":"Similarly, we encourage companies to disclose material sustainability-related factors that are integral to how a company","page_number":102,"box":{"x":59,"y":67,"width":841,"height":12}},{"id":"2b6dfbfd-2b8b-4132-8032-75100ba471f9","block_type":"box","text":"manages risks or generates revenue. BAIS finds it helpful to our understanding when companies provide robust, standardized","page_number":102,"box":{"x":60,"y":82,"width":877,"height":12}},{"id":"e6b21f2e-6829-4b92-8f17-a9c0d1cd27bc","block_type":"box","text":"disclosures on their material sustainability-related risks and opportunities. The International Sustainability Standards Board","page_number":102,"box":{"x":59,"y":97,"width":861,"height":12}},{"id":"7b2f1ac5-5549-4dd1-97e9-e27ef1be5ef9","block_type":"box","text":"(ISSB) is one entity working to meet these objectives through its reporting standards, which may be helpful to companies in","page_number":102,"box":{"x":60,"y":112,"width":865,"height":12}},{"id":"8bf94322-648c-4795-b195-039b85946a38","block_type":"box","text":"preparing such reports.","page_number":102,"box":{"x":59,"y":127,"width":162,"height":12}},{"id":"f6c97690-8da1-4de8-86f2-40910017175d","block_type":"box","text":"(9)","page_number":102,"box":{"x":223,"y":125,"width":14,"height":8}},{"id":"fced3876-6b4d-4255-8cc8-49601ef2f713","block_type":"box","text":"However, we do not mandate any specific disclosure framework, and note that companies in","page_number":102,"box":{"x":243,"y":127,"width":646,"height":12}},{"id":"05e2009b-65fc-4d63-b6f1-4ee36cc0863a","block_type":"box","text":"certain jurisdictions are subject to mandatory reporting requirements under standards specified by policy makers.","page_number":102,"box":{"x":59,"y":142,"width":795,"height":13}},{"id":"24739a6f-b905-41a5-8004-f58d9a90508c","block_type":"box","text":"(10)","page_number":102,"box":{"x":856,"y":140,"width":20,"height":8}},{"id":"3d9ea071-83ce-47e2-8cf2-0aae7aaf4b09","block_type":"box","text":"Companies should establish robust risk management and internal control processes appropriate to the company’s business,","page_number":102,"box":{"x":59,"y":169,"width":869,"height":12}},{"id":"f1e215d5-2fe1-40c8-a54f-26f5e27980e7","block_type":"box","text":"risk tolerance, and regulatory environment. A credible whistleblowing system for employees, and potentially other","page_number":102,"box":{"x":60,"y":184,"width":797,"height":12}},{"id":"034d99d6-2174-4389-8224-e730e6ba4668","block_type":"box","text":"stakeholders, can be a useful mechanism for ensuring that senior management and the board are aware of potential","page_number":102,"box":{"x":59,"y":199,"width":814,"height":12}},{"id":"b5844129-422b-4f7e-9fe1-ad48db4c3d8d","block_type":"box","text":"misconduct or breaches in risk management and internal control processes.","page_number":102,"box":{"x":60,"y":214,"width":532,"height":12}},{"id":"77ce6acc-23c2-4e58-97cc-888dc5d1d31f","block_type":"box","text":"A comprehensive audit conducted by an independent audit firm contributes to investor confidence in the quality of corporate","page_number":102,"box":{"x":59,"y":240,"width":879,"height":13}},{"id":"ca9bd6c4-8bc5-4a6b-bb95-801828ab5c2f","block_type":"box","text":"reporting. It is helpful when the audit report gives some insight into the scope and focus of the audit, as well as any critical","page_number":102,"box":{"x":60,"y":256,"width":855,"height":12}},{"id":"4632cc40-03b3-4a91-8ded-d4cc1d75bcce","block_type":"box","text":"audit matters identified and how these were resolved. A comprehensive and effective audit is time and resource intensive,","page_number":102,"box":{"x":59,"y":271,"width":850,"height":12}},{"id":"c63a3703-6ed4-4311-8d5b-12a200463cbb","block_type":"box","text":"and the audit fee should be commensurate. Fees paid to the audit firm for non-audit consulting should not exceed the audit","page_number":102,"box":{"x":59,"y":286,"width":868,"height":12}},{"id":"3999db0a-5f04-4815-9bf6-0be4683fd084","block_type":"box","text":"fee to a degree that may prompt concerns about the independence of the audit. The audit committee should explain its","page_number":102,"box":{"x":59,"y":301,"width":837,"height":12}},{"id":"762b4a71-df77-4e1a-a8a8-ae4ed9096381","block_type":"box","text":"position on auditor tenure and how it confirmed that the auditor remained independent.","page_number":102,"box":{"x":59,"y":316,"width":618,"height":12}},{"id":"0adf53b5-94b7-4533-809f-533f1d53ed64","block_type":"box","text":"We may vote against the election of the responsible directors if corporate reporting is insufficient or there are material","page_number":102,"box":{"x":59,"y":343,"width":824,"height":12}},{"id":"216420d0-9e43-4103-b364-82b0adfa7ccc","block_type":"box","text":"misstatements in financial reports. In markets where relevant, we may vote against a proposal to approve the financial","page_number":102,"box":{"x":60,"y":358,"width":825,"height":12}},{"id":"17ae60c7-bb5c-432a-a17b-ab10ba739129","block_type":"box","text":"statements or the discharge of the board when we are concerned about the quality of corporate reporting or the audit. We","page_number":102,"box":{"x":59,"y":373,"width":857,"height":12}},{"id":"b042dbec-9aaa-4558-ba0f-74de2a3a2efd","block_type":"box","text":"may vote against proposals to appoint the auditor, ratify the audit report, or approve the audit fee if we are concerned about","page_number":102,"box":{"x":60,"y":388,"width":868,"height":12}},{"id":"0a6266aa-407d-45dd-ba42-34dda3a622f7","block_type":"box","text":"the auditor’s independence, the quality of the audit, or there are material misstatements in financial reports and the board","page_number":102,"box":{"x":59,"y":403,"width":854,"height":12}},{"id":"941bf062-96a1-43c9-bb35-8517d8507af6","block_type":"box","text":"has not established reasonable remediation plans.","page_number":102,"box":{"x":60,"y":418,"width":349,"height":12}},{"id":"253e5f46-e1bd-4ed8-9698-05ce8b723eb3","block_type":"box","text":"Shareholder rights and protections","page_number":102,"box":{"x":59,"y":445,"width":252,"height":12}},{"id":"ec3e7b35-b16c-4c7c-b3f9-224d4eca7731","block_type":"box","text":"General shareholder meetings","page_number":102,"box":{"x":76,"y":471,"width":217,"height":12}},{"id":"5efd16f5-ce3b-4a75-b412-66d3e28f6ff3","block_type":"box","text":"Companies normally have an annual general meeting of shareholders at which routine and non-routine items of business are","page_number":102,"box":{"x":59,"y":497,"width":876,"height":13}},{"id":"17d54d17-97cf-482a-8e3e-d4b58d96ce55","block_type":"box","text":"discussed and voted on by shareholders in attendance or submitting proxy votes. Companies should disclose materials","page_number":102,"box":{"x":59,"y":513,"width":831,"height":12}},{"id":"57d1591d-8f2b-4bab-90a7-8beeef6843dc","block_type":"box","text":"relevant to the shareholder meeting sufficiently in advance so that shareholders can take them into consideration in their","page_number":102,"box":{"x":60,"y":528,"width":846,"height":12}},{"id":"7309b9aa-1387-43b2-b45d-bd02248b0347","block_type":"box","text":"voting decisions. Many companies offer shareholders the option of participating in the meeting virtually which, whilst","page_number":102,"box":{"x":59,"y":543,"width":822,"height":12}},{"id":"b910f732-54a1-477f-abf8-04f670c65f32","block_type":"box","text":"welcome, should not limit the rights of shareholders to participate as they would during an in-person meeting.","page_number":102,"box":{"x":59,"y":558,"width":774,"height":12}},{"id":"1bdc4526-b73b-46c6-9f62-207cf03c1ac0","block_type":"box","text":"We may vote against directors when materials related to the business of the shareholder meeting are not provided in a timely","page_number":102,"box":{"x":59,"y":584,"width":877,"height":13}},{"id":"99e7e77c-7c09-482d-8690-72c28f478fda","block_type":"box","text":"manner or do not provide sufficient information for us to make an informed voting decision. We may vote against directors if","page_number":102,"box":{"x":60,"y":600,"width":873,"height":12}},{"id":"c4b215ca-15ce-4c7c-bf3d-efab8329064c","block_type":"box","text":"the format of the shareholder meeting does not accommodate reasonable shareholder participation.","page_number":102,"box":{"x":59,"y":615,"width":704,"height":12}},{"id":"5fc2274f-09c5-41e0-9ae0-5a42bbd07239","block_type":"box","text":"Bylaw amendments","page_number":102,"box":{"x":76,"y":641,"width":140,"height":12}},{"id":"8c97bdc9-9fb6-42f9-9a9e-843a3b7f820e","block_type":"box","text":"We review bylaw amendments proposed by management on a case-by-case basis and will generally support those that are","page_number":102,"box":{"x":59,"y":668,"width":860,"height":12}},{"id":"8ef0c478-aa82-4875-b8c8-04d970631984","block_type":"box","text":"aligned with the interests of minority shareholders. Any material changes to the bylaws should be explained in detail and put","page_number":102,"box":{"x":59,"y":683,"width":873,"height":12}},{"id":"32ed2cd5-efe3-4c15-a673-e1cc1c3fc9bc","block_type":"box","text":"to a shareholder vote.","page_number":102,"box":{"x":59,"y":698,"width":151,"height":10}},{"id":"7b0dfe7e-a7c4-4b91-aaee-831b2bfd301f","block_type":"box","text":"We may vote against bylaw amendments that reduce shareholder rights and protections or introduce additional burdens. We","page_number":102,"box":{"x":59,"y":724,"width":874,"height":13}},{"id":"1dbe63e4-b07b-4246-ae65-f0702c54a936","block_type":"box","text":"may vote against directors if material changes are made to the bylaws without shareholder approval.","page_number":102,"box":{"x":60,"y":739,"width":703,"height":13}},{"id":"006bdb75-4e7c-4aa1-9a0e-29425254f934","block_type":"box","text":"If not provided for in the relevant corporate law, company bylaws should allow shareholders, individually or as a group, with a","page_number":102,"box":{"x":60,"y":766,"width":875,"height":12}},{"id":"231901d3-0b40-439e-8826-9230ce97f0e9","block_type":"box","text":"meaningful shareholding, the right to call a special meeting of shareholders. The shareholding required to exercise this right","page_number":102,"box":{"x":60,"y":781,"width":867,"height":12}},{"id":"88d3f7c6-de43-42e7-a19e-2e0375863c9c","block_type":"box","text":"should balance its utility with the cost to the company of holding special meetings.","page_number":102,"box":{"x":59,"y":796,"width":580,"height":12}},{"id":"686e3767-2626-454f-a08a-0e5bf2e4b35d","block_type":"box","text":"(9) The ISSB is an independent standard-setting body within the International Financial Reporting Standards (IFRS) Foundation. Please refer to the","page_number":102,"box":{"x":59,"y":826,"width":832,"height":10}},{"id":"3f2449c4-c084-4c1a-871a-3ca068552a26","block_type":"box","text":"IFRS","page_number":102,"box":{"x":895,"y":826,"width":24,"height":7}},{"id":"a150ee75-d956-4b4c-b996-911ec82fac66","block_type":"box","text":"website to learn more about the framework and standards S1 “General Requirements for Disclosure of Sustainability-related Financial Information”","page_number":102,"box":{"x":91,"y":838,"width":824,"height":10}},{"id":"48b85c23-b577-4692-915a-8dbc1248d71e","block_type":"box","text":"and S2 “Climate-related Disclosures.”","page_number":102,"box":{"x":92,"y":851,"width":209,"height":8}},{"id":"0147d063-7c23-4a01-9c1f-6187529623b6","block_type":"box","text":"(10) See, for examples, https://www.ifrs.org/news-and-events/news/2025/06/ifrs-foundation-publishes-jurisdictional-profiles-issb-st","page_number":102,"box":{"x":59,"y":866,"width":766,"height":10}},{"id":"dfa5b678-6d4f-448f-a0df-66d79cce1b31","block_type":"box","text":"andards/ and","page_number":102,"box":{"x":826,"y":866,"width":75,"height":8}},{"id":"7c215ea8-fa7d-492e-9b9e-a4c382902e53","block_type":"box","text":"https://finance.ec.europa.eu/capital-markets-union-and-financial-markets/company-reporting-and","page_number":102,"box":{"x":92,"y":879,"width":569,"height":9}},{"id":"56e872a3-091d-4ebc-9c91-6946f2a23772","block_type":"box","text":"auditing/company-reporting/corporate-sustainability-reporting_en","page_number":102,"box":{"x":92,"y":891,"width":378,"height":10}},{"id":"92a27502-c321-4b32-866b-a68f9e436ff9","block_type":"box","text":"A-12","page_number":102,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"55d2f944-6190-4ff3-92cc-906e15938cf3","block_type":"box","text":"If not provided for in the relevant corporate law, company bylaws should allow shareholders, individually or as a group, with a","page_number":103,"box":{"x":60,"y":67,"width":875,"height":12}},{"id":"481806c3-e1a9-4552-b282-1ea7189c5026","block_type":"box","text":"meaningful shareholding, the right to nominate directors to the company’s board. The threshold for this right should be set","page_number":103,"box":{"x":60,"y":82,"width":863,"height":12}},{"id":"9108b26e-4c9b-48ce-8fd7-b31658ac35ba","block_type":"box","text":"so that shareholders can exercise it without being unduly disruptive to the board’s own nomination process.","page_number":103,"box":{"x":59,"y":97,"width":757,"height":12}},{"id":"d608fb62-1af9-4356-8ee3-7f0b483b436a","block_type":"box","text":"Whilst we would not use either of these rights ourselves, we see them as important accountability mechanisms. We may vote","page_number":103,"box":{"x":59,"y":123,"width":878,"height":13}},{"id":"f25fb8dd-5c79-48b6-bb45-19afb25a68a7","block_type":"box","text":"for a shareholder proposal seeking the addition of either of these provisions to a company’s bylaws.","page_number":103,"box":{"x":59,"y":138,"width":696,"height":13}},{"id":"ec398848-b48f-402f-8a54-76950cb7f5de","block_type":"box","text":"Change of domicile","page_number":103,"box":{"x":76,"y":165,"width":139,"height":12}},{"id":"a29c37c8-476d-48ef-980a-9b6143f46853","block_type":"box","text":"We generally defer to management on proposals to change a company’s domicile as long as the rationale for doing so is","page_number":103,"box":{"x":59,"y":191,"width":841,"height":13}},{"id":"312bc403-d8ef-4ec7-a36d-245cfa8d7fc6","block_type":"box","text":"consistent with the company’s long-term strategy and business model and the related costs are immaterial.","page_number":103,"box":{"x":59,"y":206,"width":754,"height":13}},{"id":"ac11c744-9eb0-4a13-9c7b-2bcdc939cac4","block_type":"box","text":"We may vote against directors or a proposal to change a company’s domicile where it does not seem aligned with our clients’","page_number":103,"box":{"x":59,"y":233,"width":878,"height":12}},{"id":"cc5c12fe-9147-4c50-8c73-00a27d9c95d0","block_type":"box","text":"financial interests.","page_number":103,"box":{"x":59,"y":248,"width":126,"height":10}},{"id":"9b2005a6-2005-42ca-9880-13e50861d067","block_type":"box","text":"Changes to a company’s purpose or the nature of its business","page_number":103,"box":{"x":76,"y":274,"width":446,"height":13}},{"id":"56e5b708-7d7e-45f5-860b-c9bd480bdbc8","block_type":"box","text":"Plans to materially change the nature of a company’s business or its purpose should be disclosed and explained in the","page_number":103,"box":{"x":60,"y":301,"width":826,"height":12}},{"id":"58d88897-4966-4b09-ab95-ad43a75e8351","block_type":"box","text":"context of long-term strategy and business dynamics. Such changes may significantly alter an investor’s views on the","page_number":103,"box":{"x":59,"y":316,"width":824,"height":12}},{"id":"4809a6c3-99f4-4815-ab0d-7b41adcb34cc","block_type":"box","text":"suitability of a company for their investment strategy or portfolio.","page_number":103,"box":{"x":59,"y":331,"width":456,"height":13}},{"id":"6688cb70-e586-4b83-ba9a-bdc1a8b56a5d","block_type":"box","text":"Where relevant, we may vote against proposals to change a company’s purpose or the nature of its business if the board has","page_number":103,"box":{"x":59,"y":358,"width":871,"height":12}},{"id":"48007a0a-b68a-41d3-a4de-935468b7c2bd","block_type":"box","text":"not provided a credible argument for change.","page_number":103,"box":{"x":60,"y":373,"width":315,"height":12}},{"id":"48f442cc-6f14-4ca7-87fa-f07df23ff304","block_type":"box","text":"Shareholder proposals","page_number":103,"box":{"x":59,"y":399,"width":162,"height":13}},{"id":"7f46eca3-e8a2-4ac3-8459-35f539b08461","block_type":"box","text":"Shareholders in many markets, who meet certain eligibility criteria, have the right to submit proposals to the general","page_number":103,"box":{"x":59,"y":426,"width":812,"height":12}},{"id":"db76f9f0-d4b3-4636-b238-f9479b5f2104","block_type":"box","text":"shareholder meeting asking a company to take a particular course of action subject to the proposal being supported by a","page_number":103,"box":{"x":59,"y":441,"width":847,"height":12}},{"id":"a5fc7bbe-cf07-45ab-b562-4103d05c94c4","block_type":"box","text":"majority of votes cast at the meeting. The topics raised can address a range of matters that may be relevant to a company’s","page_number":103,"box":{"x":60,"y":456,"width":863,"height":12}},{"id":"54fdb9d0-9787-4f64-bbfa-f63ef5a3948b","block_type":"box","text":"business.","page_number":103,"box":{"x":60,"y":471,"width":63,"height":10}},{"id":"0063fe2e-2db2-4e53-a7cb-b0ab688960dd","block_type":"box","text":"We vote on these proposals on a case-by-case basis. We assess the relevance of the topic raised to a company’s business and","page_number":103,"box":{"x":59,"y":497,"width":877,"height":13}},{"id":"8dc46127-80aa-4ac8-8536-f0ae8e22bcce","block_type":"box","text":"its current approach, whether the actions sought are consistent with shareholders’ interests, and what impact the proposal","page_number":103,"box":{"x":60,"y":513,"width":860,"height":12}},{"id":"a13ef8bb-f7f7-42ec-8c55-247c9a5ff5a4","block_type":"box","text":"being acted upon might have on financial performance.","page_number":103,"box":{"x":60,"y":528,"width":388,"height":12}},{"id":"ffe04e34-6f6e-47b9-8b06-a50aaa90e93a","block_type":"box","text":"Our general approach where we have concerns about a company’s governance, disclosures or performance is to engage to","page_number":103,"box":{"x":59,"y":554,"width":861,"height":13}},{"id":"15877845-0516-4533-8a3b-2c1b045230c6","block_type":"box","text":"understand the apparent difference in perspective. If we are concerned a company is not acting in shareholders’ financial","page_number":103,"box":{"x":60,"y":569,"width":844,"height":13}},{"id":"e6062a3f-3998-4e47-8310-d1cba508f00b","block_type":"box","text":"interests, we may vote against the election of directors. We may support a relevant shareholder proposal if doing so is aligned","page_number":103,"box":{"x":60,"y":584,"width":877,"height":13}},{"id":"a08b35a5-2d6e-43aa-bb6e-d55ff0122370","block_type":"box","text":"with our clients’ financial interests. We generally do not support shareholder proposals that are legally binding on the","page_number":103,"box":{"x":59,"y":600,"width":819,"height":12}},{"id":"db391f59-1eb6-49fe-a77e-f4a0e6bad44e","block_type":"box","text":"company, seek to alter a company’s strategy or direct its operations, or are unrelated to how a company manages risk or","page_number":103,"box":{"x":59,"y":615,"width":843,"height":12}},{"id":"ad3a5422-7449-4f40-ad79-233d2be12c15","block_type":"box","text":"generates financial returns.","page_number":103,"box":{"x":59,"y":630,"width":190,"height":12}},{"id":"e4f6f8aa-e197-40af-8d43-c811aa5a578c","block_type":"box","text":"BlackRock is subject to rules, regulations, agency guidance and contractual agreements that place restrictions and limitations","page_number":103,"box":{"x":60,"y":656,"width":878,"height":13}},{"id":"a0eba122-892b-4ad5-9b4b-b629303322a5","block_type":"box","text":"on how we can interact with the companies in which we invest on behalf of our clients, including our ability to submit","page_number":103,"box":{"x":59,"y":671,"width":825,"height":13}},{"id":"492da35f-ad16-4640-a951-190a2c2fd587","block_type":"box","text":"shareholder proposals. We do not submit shareholder proposals but can vote, on behalf of clients who authorize us to do so,","page_number":103,"box":{"x":59,"y":686,"width":870,"height":13}},{"id":"9a38d6c8-dcad-45b9-9e06-fba74b4d70b1","block_type":"box","text":"on proposals put forth by others.","page_number":103,"box":{"x":59,"y":702,"width":229,"height":12}},{"id":"fc7f62e1-6cdc-4bea-b900-673506a0de7e","block_type":"box","text":"Corporate political activities","page_number":103,"box":{"x":59,"y":728,"width":202,"height":12}},{"id":"dea31a0e-834c-4400-ac7e-6ff643a44435","block_type":"box","text":"A corporation’s ability to engage in the policy process is subject to rules and regulations set by the jurisdictions in which they","page_number":103,"box":{"x":59,"y":754,"width":876,"height":13}},{"id":"aae90d1b-5167-4d26-b807-879e6e6bd4c9","block_type":"box","text":"engage. When a corporation reports material financial risk related to policy and or regulatory changes, BAIS may seek to","page_number":103,"box":{"x":59,"y":770,"width":842,"height":12}},{"id":"0c738bb9-5c14-4072-93f8-80bb84a26df8","block_type":"box","text":"understand how it is addressing the material risk identified. We seek to understand how companies engage in corporate","page_number":103,"box":{"x":60,"y":785,"width":840,"height":12}},{"id":"1e7e20c3-c5f3-41ff-a354-6bd6c0fa92e4","block_type":"box","text":"political activities and ensure that their participation is consistent with their public statements on policy matters material to","page_number":103,"box":{"x":59,"y":800,"width":863,"height":12}},{"id":"91b611ae-3712-485e-b5d2-743c2ae0ce43","block_type":"box","text":"the company’s long-term strategy. The board should be aware of the approach taken by management on corporate political","page_number":103,"box":{"x":59,"y":815,"width":866,"height":12}},{"id":"495c4fc8-6363-4f41-9e1a-e7116bc84bdb","block_type":"box","text":"activities as there can be reputational risks arising from inconsistencies between a company’s policy engagement and stated","page_number":103,"box":{"x":59,"y":830,"width":871,"height":12}},{"id":"732abc4e-8908-489d-87dd-ccd914232998","block_type":"box","text":"policy positions. Companies should, as a minimum, meet all regulatory disclosure requirements on political activities. We may","page_number":103,"box":{"x":59,"y":845,"width":880,"height":13}},{"id":"f84d549c-8a6c-4a72-85bf-fb8ff0558e92","block_type":"box","text":"engage a company where we would like to better understand its approach to policy engagement, where relevant.","page_number":103,"box":{"x":59,"y":860,"width":792,"height":13}},{"id":"8d728932-5cc1-46dc-a38e-18e74c8d996d","block_type":"box","text":"A-13","page_number":103,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"45dde72e-d9d3-4997-9b18-41bd01cecb3e","block_type":"box","text":"To mitigate the risk of inconsistencies, companies may wish to assess the alignment between their policy priorities and the","page_number":104,"box":{"x":59,"y":67,"width":860,"height":12}},{"id":"a398b1bf-d105-4d19-98ce-80e12569a0d4","block_type":"box","text":"policy positions of the trade associations of which they are active members and any engagements undertaken by trade","page_number":104,"box":{"x":59,"y":82,"width":832,"height":12}},{"id":"0743a76c-d3ed-4a4b-b147-bd9ea86a5db0","block_type":"box","text":"associations on behalf of members.","page_number":104,"box":{"x":59,"y":97,"width":248,"height":10}},{"id":"52fbb23d-fbb6-4a63-b11d-80e6609757b8","block_type":"box","text":"We may support a relevant shareholder proposal, or vote against directors, where a company’s disclosures are insufficient to","page_number":104,"box":{"x":59,"y":123,"width":870,"height":13}},{"id":"b542be81-2ae4-43da-a21b-c0c38084e169","block_type":"box","text":"address the material risk it has identified.","page_number":104,"box":{"x":59,"y":138,"width":286,"height":10}},{"id":"9be257ba-a00e-482f-8c11-b2b4d68e665f","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":104,"box":{"x":59,"y":165,"width":387,"height":12}},{"id":"d15e694f-499d-4acf-be2b-4e245d76d2d1","block_type":"box","text":"We seek to understand how companies manage the material risks and opportunities inherent in their business operations. In","page_number":104,"box":{"x":59,"y":191,"width":872,"height":13}},{"id":"87ddf2f5-dceb-4a61-aed3-959a5256bc13","block_type":"box","text":"our experience, sustainability-related factors","page_number":104,"box":{"x":59,"y":206,"width":311,"height":13}},{"id":"4af4c293-5a60-47b5-a6a5-e1b1d25be41f","block_type":"box","text":"(11)","page_number":104,"box":{"x":372,"y":204,"width":19,"height":8}},{"id":"557a37ac-5e26-42ac-aa9b-98de9a02b892","block_type":"box","text":"that are relevant to a company’s business or material to its financial","page_number":104,"box":{"x":396,"y":206,"width":473,"height":13}},{"id":"a30642a6-9421-4c26-8fc5-48b1b1e42220","block_type":"box","text":"performance, are generally operational considerations embedded into day-to-day management systems. Certain","page_number":104,"box":{"x":59,"y":222,"width":788,"height":12}},{"id":"98a16f39-393f-4c5f-adf7-dd7125f5f937","block_type":"box","text":"sustainability issues may also inform long-term strategic planning, for example, investing in product innovation in","page_number":104,"box":{"x":59,"y":237,"width":795,"height":12}},{"id":"4d2a9e47-d9bc-401a-a23a-bf1e18136f5e","block_type":"box","text":"anticipation of changing consumer demand or adapting supply chains in response to changing regulatory requirements.","page_number":104,"box":{"x":59,"y":252,"width":843,"height":12}},{"id":"d4ef6d33-518d-4279-b461-5255aa66f71d","block_type":"box","text":"We recognize that the specific sustainability-related factors that may be financially material or business relevant will vary by","page_number":104,"box":{"x":59,"y":278,"width":864,"height":13}},{"id":"a160e95c-27ed-415a-8c7f-1bd18a6e3361","block_type":"box","text":"company business model, sector, key markets, and time horizon, amongst other considerations. From company disclosures","page_number":104,"box":{"x":59,"y":293,"width":863,"height":13}},{"id":"4f5343f8-cb5c-4285-82e8-66bad77ddc1d","block_type":"box","text":"and our engagement, we aim to understand how management is identifying, assessing and integrating material","page_number":104,"box":{"x":59,"y":308,"width":784,"height":13}},{"id":"6b121b5e-d66c-4cd4-90d1-6bbd59401d29","block_type":"box","text":"sustainability-related risks and opportunities into their business decision-making and practices. Doing so helps us undertake","page_number":104,"box":{"x":59,"y":324,"width":872,"height":12}},{"id":"2813ef52-a2ba-4386-975c-61f5aa9c89b7","block_type":"box","text":"a more holistic assessment of a company’s potential financial performance and the likely risk-adjusted returns of an","page_number":104,"box":{"x":59,"y":339,"width":810,"height":12}},{"id":"0301f95d-639a-4036-bb6b-f6ed9168ede8","block_type":"box","text":"investment.","page_number":104,"box":{"x":60,"y":355,"width":80,"height":9}},{"id":"aa385978-1196-4615-b74f-ef6e57b25ebe","block_type":"box","text":"We may vote against directors or support a relevant shareholder proposal if we have concerns about how a company is","page_number":104,"box":{"x":59,"y":380,"width":833,"height":13}},{"id":"2366931e-c92c-46b0-8a48-4d47d90e3e7a","block_type":"box","text":"managing or disclosing its approach to material sustainability-related risks that may impact financial returns.","page_number":104,"box":{"x":60,"y":395,"width":761,"height":13}},{"id":"9ba658b5-7383-42bf-b340-f4afe4fbcfa4","block_type":"box","text":"Key stakeholders","page_number":104,"box":{"x":60,"y":422,"width":120,"height":12}},{"id":"d75ce2e2-640c-49eb-b8b5-f6ac13378dff","block_type":"box","text":"In our view, companies should understand and take into consideration the interests of the various parties on whom they","page_number":104,"box":{"x":60,"y":448,"width":841,"height":13}},{"id":"30e52509-20c7-413c-9cfe-5faf86e6655d","block_type":"box","text":"depend for their success over time. It is for each company to determine their key stakeholders based on what is material to","page_number":104,"box":{"x":59,"y":463,"width":859,"height":13}},{"id":"6b6718cf-0738-49de-aff3-a9566f5fa2bb","block_type":"box","text":"their business and long-term financial performance. For many companies, key stakeholders include employees, business","page_number":104,"box":{"x":59,"y":479,"width":843,"height":12}},{"id":"36055dfb-8f11-49f6-913c-f0a7458fb079","block_type":"box","text":"partners (such as suppliers and distributors), clients and consumers, regulators, and the communities in which they operate.","page_number":104,"box":{"x":59,"y":494,"width":873,"height":12}},{"id":"f627d406-c221-4b76-a853-e82cef96523b","block_type":"box","text":"Companies that appropriately balance the interests of investors and other stakeholders are, in our experience, more likely to","page_number":104,"box":{"x":59,"y":509,"width":866,"height":12}},{"id":"4318a1f8-c301-40bb-8690-d6b77c93eefd","block_type":"box","text":"be financially resilient over time.","page_number":104,"box":{"x":60,"y":524,"width":223,"height":12}},{"id":"0b9cda93-8c4a-4748-9f33-5033ba59521c","block_type":"box","text":"Climate and decarbonization investment objectives","page_number":104,"box":{"x":59,"y":550,"width":367,"height":13}},{"id":"8dd04701-a415-40cd-96ec-6bacb0128a72","block_type":"box","text":"Certain active BlackRock funds have climate and decarbonization objectives in addition to financial objectives. Consistent","page_number":104,"box":{"x":59,"y":577,"width":848,"height":12}},{"id":"83ad178f-1ba2-484f-b521-80bc8674dfb6","block_type":"box","text":"with the objectives of those investment strategies, our stewardship activity in relation to the holdings in those funds differs in","page_number":104,"box":{"x":59,"y":592,"width":875,"height":12}},{"id":"390f4aa0-d742-4fa9-b6d2-0f4d7cc1b415","block_type":"box","text":"some respects from BAIS’ benchmark guidelines, which are described above. Specifically, for those funds’ holdings, we look","page_number":104,"box":{"x":59,"y":607,"width":864,"height":12}},{"id":"f912830e-83ca-443a-89d4-81ae144b7f38","block_type":"box","text":"to investee companies to demonstrate that they are aligned with a decarbonization pathway that means their business model","page_number":104,"box":{"x":59,"y":622,"width":878,"height":13}},{"id":"bb1513f4-6dc3-46f8-a71a-0a94742eee89","block_type":"box","text":"would be viable in a low-carbon economy, i.e., one in which global temperature rise is limited to 1.5C above pre-industrial","page_number":104,"box":{"x":59,"y":637,"width":848,"height":13}},{"id":"b2fc57d3-ab95-4eee-94c7-bd0384c7ced3","block_type":"box","text":"levels. In addition, clients in separately managed accounts may instruct BlackRock to apply these guidelines to their holdings.","page_number":104,"box":{"x":60,"y":652,"width":874,"height":13}},{"id":"9998c01f-1cf3-4522-8350-722d193a88d7","block_type":"box","text":"Both in the case of funds and separately managed accounts, these guidelines are only implemented upon explicit selection","page_number":104,"box":{"x":60,"y":668,"width":858,"height":12}},{"id":"e11f6eeb-a79c-4efa-994b-49c6870fba5c","block_type":"box","text":"and approval by the applicable fund board or client.","page_number":104,"box":{"x":59,"y":683,"width":359,"height":12}},{"id":"5473f784-a15e-4b11-a9d4-c1aabdd2fa33","block_type":"box","text":"These decarbonization stewardship guidelines focus on companies which produce goods and services that contribute to real","page_number":104,"box":{"x":59,"y":709,"width":874,"height":12}},{"id":"afe674ed-7e13-467a-9505-dd3de9158b0e","block_type":"box","text":"world decarbonization or have a carbon intensive business model and face outsized impacts from the low carbon transition,","page_number":104,"box":{"x":59,"y":724,"width":866,"height":13}},{"id":"596b56fe-f9c7-4caa-aab3-56e54f167394","block_type":"box","text":"based on reported and estimated scopes 1, 2, and 3 greenhouse gas emissions. These companies should provide disclosures","page_number":104,"box":{"x":60,"y":739,"width":872,"height":13}},{"id":"ec744378-1727-4d1c-bec9-3583d9a34f83","block_type":"box","text":"that set out their governance, strategy, risk management processes and metrics and targets relevant to decarbonization. It is","page_number":104,"box":{"x":59,"y":754,"width":870,"height":13}},{"id":"f0d70ade-9f22-4024-918f-072e3543649f","block_type":"box","text":"helpful to investors’ understanding when these disclosures include an explanation of the decarbonization scenarios a","page_number":104,"box":{"x":60,"y":770,"width":819,"height":12}},{"id":"62f60ab0-5f08-4468-805a-62ceee340c83","block_type":"box","text":"(11) By material sustainability-related risks and opportunities, we mean the drivers of risk and financial value creation in a company’s business mo","page_number":104,"box":{"x":59,"y":816,"width":825,"height":9}},{"id":"9f8bd2e5-9349-4d31-bb3b-a21871f2ed56","block_type":"box","text":"del that","page_number":104,"box":{"x":885,"y":816,"width":42,"height":7}},{"id":"5700bf54-fb40-4eb0-90cc-d3e0efebf709","block_type":"box","text":"have an environmental or social dependency or impact. Examples of environmental issues include, but are not limited to, water use, land use, waste","page_number":104,"box":{"x":92,"y":828,"width":826,"height":10}},{"id":"5bb15029-86df-4d1e-a4b7-e59d66884e33","block_type":"box","text":"management, and climate risk. Examples of social issues include, but are not limited to, human capital management, impacts on the communities in","page_number":104,"box":{"x":92,"y":841,"width":832,"height":10}},{"id":"62dd0d19-c0af-4fe8-a3eb-d3879ea3205e","block_type":"box","text":"which a company operates, customer loyalty, and relationships with regulators. It is our view that well-managed companies will effectively evaluat","page_number":104,"box":{"x":91,"y":853,"width":819,"height":10}},{"id":"23d5aafd-f5b0-48e7-9d12-3bca952337a8","block_type":"box","text":"e","page_number":104,"box":{"x":910,"y":856,"width":6,"height":5}},{"id":"d3c3574e-b149-4326-88b5-06077650ab8a","block_type":"box","text":"and manage material sustainability-related risks and opportunities relevant to their businesses. Governance is the core means by which boards can","page_number":104,"box":{"x":92,"y":866,"width":822,"height":10}},{"id":"e6cbb0a9-3feb-4cc5-8971-dc6e75ec874d","block_type":"box","text":"oversee the creation of durable financial value over time. Appropriate risk oversight of business-relevant and material sustainability-related c","page_number":104,"box":{"x":92,"y":879,"width":785,"height":9}},{"id":"b1c292e1-4594-43c5-885a-bd7bb96f55e0","block_type":"box","text":"onsider","page_number":104,"box":{"x":878,"y":879,"width":46,"height":7}},{"id":"0667b3b5-53a2-4cea-a188-12e68eb95fa9","block_type":"box","text":"ations is a component of a sound governance framework.","page_number":104,"box":{"x":92,"y":891,"width":323,"height":10}},{"id":"9621c6f1-a22d-42f8-bf9b-3d827fd573d7","block_type":"box","text":"A-14","page_number":104,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"af951a2e-b4eb-413c-9106-d2b476419c3d","block_type":"box","text":"company is using in its near- and long-term planning, as well as its scope 1, scope 2 and material scope 3 greenhouse gas","page_number":105,"box":{"x":59,"y":67,"width":855,"height":12}},{"id":"77dd928b-a154-43a3-bc35-7f03520504f2","block_type":"box","text":"(GHG) emissions and reduction targets for scope 1 and 2 emissions.","page_number":105,"box":{"x":60,"y":82,"width":477,"height":12}},{"id":"b4a703fa-8c67-40f6-b703-da3ef139705c","block_type":"box","text":"Under these climate- and decarbonization-specific guidelines, BAIS may recommend a vote against directors or support for a","page_number":105,"box":{"x":60,"y":108,"width":874,"height":13}},{"id":"c743e11d-477c-41ce-bd7e-9b8f0a9b4e91","block_type":"box","text":"relevant shareholder proposal if a company does not appear to be adequately acting to address or disclosing material","page_number":105,"box":{"x":60,"y":123,"width":820,"height":13}},{"id":"a2dfc0f4-df7a-442a-82bc-fffd16a604ae","block_type":"box","text":"climate-related risks, consistent with the parameters set out in these climate- and decarbonization-specific guidelines. We","page_number":105,"box":{"x":59,"y":138,"width":854,"height":13}},{"id":"13ccb766-2f30-46eb-94e7-03ce5d6d3824","block_type":"box","text":"may recommend supporting shareholder proposals seeking information relevant to a company’s stated low-carbon transition","page_number":105,"box":{"x":60,"y":154,"width":878,"height":12}},{"id":"7924ede9-58d9-4b02-b71d-095b3e5f8137","block_type":"box","text":"strategy or targets that the company does not currently provide and that would be helpful to investment decision-making.","page_number":105,"box":{"x":59,"y":169,"width":855,"height":12}},{"id":"7937fff5-c39e-4170-9400-f24a74a51b67","block_type":"box","text":"We would not recommend support for shareholder proposals that seek to constrain board or management decision-making","page_number":105,"box":{"x":59,"y":184,"width":869,"height":12}},{"id":"4a63fec3-0f88-4df5-94ae-35b98fde06e3","block_type":"box","text":"or direct specific business or strategic decisions. As under the BAIS benchmark approach, the active portfolio managers are","page_number":105,"box":{"x":59,"y":199,"width":863,"height":12}},{"id":"dcae92aa-0730-478c-a6c5-907ba0a7691a","block_type":"box","text":"ultimately responsible for voting consistent with their investment mandate and fund objectives. For the funds and accounts","page_number":105,"box":{"x":60,"y":214,"width":863,"height":12}},{"id":"c197e527-cbca-44f1-952e-6ed9735eeb54","block_type":"box","text":"in scope, voting on matters not related to climate risk and the energy transition is undertaken in line with BAIS’ benchmark","page_number":105,"box":{"x":60,"y":229,"width":859,"height":12}},{"id":"d6318a49-1770-4603-a22c-29237f41f2ed","block_type":"box","text":"guidelines.","page_number":105,"box":{"x":59,"y":244,"width":74,"height":13}},{"id":"0d0359c9-5b0f-419f-a712-4382a9ae36a3","block_type":"box","text":"Appendix 1: How we fulfil and oversee our investment stewardship responsibilities for non-index equity investment","page_number":105,"box":{"x":59,"y":271,"width":834,"height":12}},{"id":"81d57091-b68f-45fc-bac3-4d6b2898ecad","block_type":"box","text":"strategies","page_number":105,"box":{"x":59,"y":286,"width":70,"height":12}},{"id":"12861cf3-1096-48dc-ad17-8aa400e55ced","block_type":"box","text":"Oversight","page_number":105,"box":{"x":76,"y":312,"width":69,"height":13}},{"id":"aba8ac6a-9f1d-4f37-a785-e5fe85b91bf5","block_type":"box","text":"The Global Head of BAIS has primary oversight of and responsibility for the team’s activities, including voting in accordance","page_number":105,"box":{"x":59,"y":339,"width":865,"height":12}},{"id":"852c2ec9-8fdb-4b3a-af58-ceb4c4fad321","block_type":"box","text":"with the BlackRock Active Investment Stewardship Global Engagement and Voting Guidelines (the “Guidelines”), which","page_number":105,"box":{"x":59,"y":354,"width":835,"height":12}},{"id":"c58351b4-48a3-4860-943e-f8241833e32f","block_type":"box","text":"require the application of professional judgment and consideration of each company’s unique circumstances, as well as input","page_number":105,"box":{"x":60,"y":369,"width":878,"height":12}},{"id":"4e2840cb-9435-4357-a2ef-c4e58cee8bbf","block_type":"box","text":"from active investors. BAIS is independent from BlackRock Investment Stewardship in our engagement and voting activities,","page_number":105,"box":{"x":59,"y":384,"width":868,"height":12}},{"id":"21e5a417-26d0-4de4-abad-2ba24fefed54","block_type":"box","text":"reporting lines, and oversight.","page_number":105,"box":{"x":60,"y":399,"width":206,"height":13}},{"id":"36675fdd-aabd-4358-bbaa-e33abeee2d61","block_type":"box","text":"The Stewardship Leaders Group, comprised of senior active investors and other relevant stakeholders in BlackRock’s legal,","page_number":105,"box":{"x":59,"y":426,"width":854,"height":12}},{"id":"170478a6-8e96-4987-808b-56cb7ffb6f8f","block_type":"box","text":"public policy, sustainability and communications teams, helps shape the firm’s approach to investment stewardship on non","page_number":105,"box":{"x":59,"y":441,"width":870,"height":12}},{"id":"1b6ef5a5-b5ec-48b2-ae29-1bb0e2205850","block_type":"box","text":"index equity investment strategies. The Group may advise on and review amendments to BAIS’ policies and practices. It does","page_number":105,"box":{"x":60,"y":456,"width":873,"height":12}},{"id":"0750794b-3204-423d-833b-e86eb35d2676","block_type":"box","text":"not determine voting decisions, which are the responsibility of BAIS and the relevant active equity investors.","page_number":105,"box":{"x":60,"y":471,"width":752,"height":12}},{"id":"44e1b117-5889-41e6-af5d-07c65dc7f946","block_type":"box","text":"BAIS carries out engagement with companies in collaboration with active investment colleagues, executes proxy votes, and","page_number":105,"box":{"x":60,"y":497,"width":862,"height":13}},{"id":"b86597a1-fbcf-43eb-8565-9826466d00f8","block_type":"box","text":"conducts vote operations (including maintaining records of votes cast) in a manner consistent with the Guidelines. BAIS also","page_number":105,"box":{"x":59,"y":513,"width":874,"height":12}},{"id":"fd0926c8-f9c3-42d8-8dde-2d21ce78d775","block_type":"box","text":"conducts research on corporate governance issues and participates in industry discussions to contribute to and keep abreast","page_number":105,"box":{"x":59,"y":528,"width":875,"height":12}},{"id":"3c16b353-0d70-4bd5-b62e-7654859e6ab8","block_type":"box","text":"of important developments in the corporate governance field. BAIS may use third parties for certain of the foregoing activities","page_number":105,"box":{"x":59,"y":543,"width":878,"height":12}},{"id":"d89becb3-89b8-46a0-9439-65e51fc9632b","block_type":"box","text":"and performs oversight of those third parties (see “Use and oversight of third-party vote services providers” below).","page_number":105,"box":{"x":59,"y":558,"width":808,"height":12}},{"id":"8698b557-dcfc-479f-8aaf-8fdbc182afd1","block_type":"box","text":"Voting guidelines and vote execution","page_number":105,"box":{"x":75,"y":584,"width":267,"height":13}},{"id":"e0394900-6629-4a67-96e5-1c0fd355fe2c","block_type":"box","text":"BlackRock votes on proxy issues when our clients authorize us to do so. We carefully consider the voting items submitted to","page_number":105,"box":{"x":60,"y":611,"width":865,"height":12}},{"id":"8095c055-1484-44c7-843d-d4236b3421c4","block_type":"box","text":"funds and other fiduciary account(s) (Fund or Funds) for which we have voting authority. BlackRock votes (or refrains from","page_number":105,"box":{"x":59,"y":626,"width":862,"height":12}},{"id":"7f9309a0-5edd-4330-a4c8-94f0460472ee","block_type":"box","text":"voting) for each Fund for which we have voting authority based on our evaluation of the alignment of the voting items with","page_number":105,"box":{"x":59,"y":641,"width":863,"height":12}},{"id":"17c7aa5b-7ab2-4301-be8b-d0025dbb3eb6","block_type":"box","text":"the long-term economic interests of our clients, in the exercise of our independent business judgment, and without regard to","page_number":105,"box":{"x":59,"y":656,"width":877,"height":13}},{"id":"a3e1fc4e-76e0-4cb3-bf98-7cb7afa2af7f","block_type":"box","text":"the relationship of the issuer (or any shareholder proponent or dissident shareholder) to the Fund, the Fund’s affiliates (if","page_number":105,"box":{"x":59,"y":671,"width":847,"height":13}},{"id":"2014d25f-357e-437e-a801-454e85c37152","block_type":"box","text":"any), BlackRock or BlackRock’s affiliates, or BlackRock employees (see “Conflicts management policies and procedures,”","page_number":105,"box":{"x":59,"y":686,"width":841,"height":13}},{"id":"f89a578b-d1e4-49f2-81bf-e68f6526f48e","block_type":"box","text":"below).","page_number":105,"box":{"x":60,"y":702,"width":50,"height":12}},{"id":"cfd48aa5-617d-436f-aac3-38877e8f4349","block_type":"box","text":"When exercising voting rights, BAIS will normally vote on specific proxy issues in accordance with the Guidelines, although","page_number":105,"box":{"x":59,"y":728,"width":859,"height":12}},{"id":"b1ae3a55-fc78-4890-8dee-e18652dcdf15","block_type":"box","text":"portfolio managers have the right to vote differently on their holdings if they determine doing so is more aligned with the","page_number":105,"box":{"x":59,"y":743,"width":846,"height":12}},{"id":"c44596b4-f087-4d78-a792-ee35f00b55f9","block_type":"box","text":"investment objective and financial interests of clients invested in the funds they manage.","page_number":105,"box":{"x":60,"y":758,"width":619,"height":13}},{"id":"969a12e2-ce17-4e7c-86c5-8b57354aa6ab","block_type":"box","text":"The Guidelines are not intended to be exhaustive. BAIS applies the Guidelines on a case-by-case basis, in the context of the","page_number":105,"box":{"x":59,"y":785,"width":861,"height":12}},{"id":"1bc725f3-8978-43ba-86c3-fb2918454084","block_type":"box","text":"individual circumstances of each company and the specific issue under review. As such, the Guidelines do not indicate how","page_number":105,"box":{"x":60,"y":800,"width":863,"height":12}},{"id":"a63842c6-3ee7-45cc-8e80-2382deadf529","block_type":"box","text":"BAIS will vote in every instance. Rather, they reflect our view about corporate governance issues generally, and provide","page_number":105,"box":{"x":60,"y":815,"width":827,"height":12}},{"id":"e9105130-3ee0-4b73-ad91-4b9df70d0f77","block_type":"box","text":"insight into how we typically approach issues that are commonly put to a shareholder vote. The Guidelines are reviewed","page_number":105,"box":{"x":60,"y":830,"width":839,"height":12}},{"id":"51303bc9-7404-4381-98df-5d78afbaab2f","block_type":"box","text":"annually and updated as necessary to reflect changes in market practices, developments in corporate governance and","page_number":105,"box":{"x":59,"y":845,"width":827,"height":13}},{"id":"8ca2db23-3be5-4df0-af85-54b05fadeec4","block_type":"box","text":"feedback from companies and clients. In this way, BAIS aims to maintain policies that explain our approach to governance","page_number":105,"box":{"x":59,"y":860,"width":854,"height":13}},{"id":"7d11dd97-1ae3-423c-9286-0313ebf24d70","block_type":"box","text":"practices most aligned with clients’ long-term financial interests.","page_number":105,"box":{"x":59,"y":875,"width":452,"height":13}},{"id":"0830e3c9-997d-4af2-b847-f0eb2693819e","block_type":"box","text":"A-15","page_number":105,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"e031d98d-b093-48a9-b327-011ee1d07da1","block_type":"box","text":"In certain markets, proxy voting involves logistical issues which can affect BAIS’ ability to vote such proxies, as well as the","page_number":106,"box":{"x":60,"y":67,"width":846,"height":12}},{"id":"a2c219f1-0758-40da-8569-fea0132f3fd2","block_type":"box","text":"desirability of voting such proxies. These issues include, but are not limited to: i) untimely notice of shareholder meetings; ii)","page_number":106,"box":{"x":59,"y":82,"width":868,"height":12}},{"id":"c84c1d0d-b22d-4ca5-9190-808e0fddb8f5","block_type":"box","text":"restrictions on a foreigner’s ability to exercise votes; iii) requirements to vote proxies in person; iv) “share-blocking”","page_number":106,"box":{"x":60,"y":97,"width":804,"height":12}},{"id":"f30107d2-09c1-4df9-a2a5-9a8db1d89a9a","block_type":"box","text":"(requirements that investors who exercise their voting rights surrender the right to dispose of their holdings from the point at","page_number":106,"box":{"x":60,"y":112,"width":877,"height":12}},{"id":"77c17462-229e-4941-b391-d7621f0e76a0","block_type":"box","text":"which votes are submitted until after the after the shareholder meeting has occurred); v) potential difficulties in translating","page_number":106,"box":{"x":59,"y":127,"width":858,"height":12}},{"id":"22afab40-7341-42d7-bded-e54af5556d9b","block_type":"box","text":"the proxy; vi) regulatory constraints; and vii) requirements to provide local agents with powers of attorney to facilitate voting","page_number":106,"box":{"x":59,"y":142,"width":872,"height":13}},{"id":"d61e6479-9622-4ccb-a7ff-341a560f35db","block_type":"box","text":"instructions. We are not supportive of impediments to the exercise of voting rights such as share-blocking or overly","page_number":106,"box":{"x":60,"y":157,"width":807,"height":13}},{"id":"31b237d4-edc9-42f9-a999-53fdd7e1d80c","block_type":"box","text":"burdensome administrative requirements.","page_number":106,"box":{"x":60,"y":172,"width":292,"height":13}},{"id":"3499df58-8d57-49ce-8759-ad913103d518","block_type":"box","text":"BlackRock votes proxies in these situations on a “best-efforts” basis. In addition, BAIS may determine that it is generally in the","page_number":106,"box":{"x":60,"y":199,"width":877,"height":12}},{"id":"8deee9a7-421d-428e-9664-acac4baa9a57","block_type":"box","text":"interests of BlackRock’s clients not to vote proxies (or not to vote our full allocation) if the costs (including but not limited to","page_number":106,"box":{"x":60,"y":214,"width":868,"height":12}},{"id":"1f86904b-6d34-4102-a002-9133a0d11684","block_type":"box","text":"opportunity costs associated with share-blocking constraints) associated with exercising a vote are expected to outweigh the","page_number":106,"box":{"x":59,"y":229,"width":879,"height":12}},{"id":"7257ff73-2f20-4098-bc43-0e92d51aa339","block_type":"box","text":"benefit the client would derive by voting on the proposal.","page_number":106,"box":{"x":60,"y":244,"width":397,"height":13}},{"id":"7e1fbfd3-ac3c-4713-874f-eb09f95be603","block_type":"box","text":"Voting Choice","page_number":106,"box":{"x":75,"y":271,"width":101,"height":12}},{"id":"cd2c3d0f-638b-42ce-ab7d-a5d89f1a67f3","block_type":"box","text":"BlackRock offers Voting Choice, a program that provides eligible clients with more opportunities to participate in the proxy","page_number":106,"box":{"x":60,"y":297,"width":855,"height":13}},{"id":"cdfe249d-23a2-4c46-94c6-b41743543a9e","block_type":"box","text":"voting process where legally and operationally viable.","page_number":106,"box":{"x":59,"y":312,"width":372,"height":13}},{"id":"dad4a2c0-3ecd-41d0-a5d3-ef9fb75e0e89","block_type":"box","text":"Voting Choice is currently available for eligible clients invested in certain institutional pooled funds in the U.S., UK, and","page_number":106,"box":{"x":59,"y":339,"width":823,"height":12}},{"id":"69a4329a-0a04-4b90-a15d-7a10d59769ee","block_type":"box","text":"Canada that use systematic active equity (SAE) and multi-asset strategies. In addition, institutional clients in separately","page_number":106,"box":{"x":59,"y":354,"width":833,"height":12}},{"id":"bc2440aa-5421-48e2-a44f-3173544fc199","block_type":"box","text":"managed accounts (SMAs) are eligible for BlackRock Voting Choice regardless of their investment strategies.","page_number":106,"box":{"x":60,"y":369,"width":760,"height":12}},{"id":"e04ea3bf-82a1-4c53-aaef-6aafeef79546","block_type":"box","text":"(12)","page_number":106,"box":{"x":825,"y":367,"width":21,"height":8}},{"id":"e7e929a6-7190-48a3-a342-3fdeb9da2298","block_type":"box","text":"As a result, the shares attributed to BlackRock in company share registers may be voted differently depending on whether our","page_number":106,"box":{"x":59,"y":395,"width":880,"height":13}},{"id":"2825c4de-26eb-40fa-97ac-94941101a16a","block_type":"box","text":"clients have authorized BAIS to vote on their behalf, have authorized BlackRock to vote in accordance with a third-party","page_number":106,"box":{"x":59,"y":411,"width":834,"height":12}},{"id":"e5be4076-247a-4c82-85a5-68fad44e99f8","block_type":"box","text":"policy, or have elected to vote shares in accordance with their own policy. Our clients have greater control over proxy voting","page_number":106,"box":{"x":59,"y":426,"width":863,"height":12}},{"id":"3e987081-5092-4060-9627-14d12d3a3b99","block_type":"box","text":"because of Voting Choice.","page_number":106,"box":{"x":60,"y":441,"width":180,"height":12}},{"id":"2d6e887f-1048-4c26-beec-c5d480477b90","block_type":"box","text":"(13)","page_number":106,"box":{"x":242,"y":439,"width":20,"height":8}},{"id":"ee1901d9-5e91-43fe-9ed9-48eca6f18325","block_type":"box","text":"Use and oversight of third-party vote services providers","page_number":106,"box":{"x":76,"y":467,"width":400,"height":13}},{"id":"603aa948-c913-4f77-8b50-d9bc7efd131e","block_type":"box","text":"Third-party vote services providers – or proxy research firms - provide research and recommendations on proxy votes, as well","page_number":106,"box":{"x":59,"y":494,"width":876,"height":12}},{"id":"36ebf4d7-a4bd-4fc7-b79e-6c139c500db5","block_type":"box","text":"as voting infrastructure. BlackRock contracts primarily with the vote services provider ISS and leverages its online platform to","page_number":106,"box":{"x":59,"y":509,"width":874,"height":12}},{"id":"0e0b94d4-1b2b-4d9c-8de2-6a297225456e","block_type":"box","text":"supply research and support voting, record keeping, and reporting processes. We also use Glass Lewis’ research and analysis","page_number":106,"box":{"x":59,"y":524,"width":872,"height":12}},{"id":"a2c32aff-584c-49fe-9c8b-dfef626442be","block_type":"box","text":"as an input into our voting process. It is important to note that, although proxy research firms provide important data and","page_number":106,"box":{"x":59,"y":539,"width":852,"height":12}},{"id":"02926505-23ed-4ea8-a1c5-868cb6d9b691","block_type":"box","text":"analysis, BAIS does not rely solely on their information or follow their voting recommendations. A company’s disclosures, our","page_number":106,"box":{"x":59,"y":554,"width":876,"height":13}},{"id":"e12fdc2a-9ce3-4101-969a-ec7f4043f2ca","block_type":"box","text":"engagements and voting, investment colleagues’ insights and our Guidelines are important inputs into our voting decisions","page_number":106,"box":{"x":59,"y":569,"width":864,"height":13}},{"id":"9369bd77-e761-40dd-8324-68635330a237","block_type":"box","text":"on behalf of clients.","page_number":106,"box":{"x":59,"y":584,"width":136,"height":10}},{"id":"8ce7f51a-f622-47a4-9c0d-89a715bb77a4","block_type":"box","text":"Given the large universe of actively held companies, BAIS employs the proxy services provider to streamline the voting","page_number":106,"box":{"x":59,"y":611,"width":824,"height":12}},{"id":"5068125e-c05c-44c7-a981-4e0a3f39d644","block_type":"box","text":"process by making voting recommendations based on BAIS’ Guidelines when the items on a shareholder meeting agenda are","page_number":106,"box":{"x":59,"y":626,"width":877,"height":12}},{"id":"6badd493-8476-45db-be2b-29b410a9a197","block_type":"box","text":"routine. Agenda items that are not routine are referred back to BAIS to assess, escalate as necessary to the relevant portfolio","page_number":106,"box":{"x":60,"y":641,"width":868,"height":12}},{"id":"ed4454d0-37b5-43be-ab1b-3efb2da5948f","block_type":"box","text":"managers and vote. BAIS reviews and can override the recommendations of the vote services provider at any time prior to","page_number":106,"box":{"x":60,"y":656,"width":852,"height":13}},{"id":"f03c8ee1-d2e1-42fc-bfa2-4b8caed2d172","block_type":"box","text":"the vote deadline. Both BAIS and the vote services provider actively monitor securities filings, research reports, company","page_number":106,"box":{"x":59,"y":671,"width":841,"height":13}},{"id":"764956bb-2e04-4c60-968d-5e3ec2d17411","block_type":"box","text":"announcements, and direct communications from companies to ensure awareness of supplemental disclosures and proxy","page_number":106,"box":{"x":59,"y":686,"width":856,"height":13}},{"id":"dafe7924-f036-42e2-93cf-a9928960fd2f","block_type":"box","text":"materials that may require a modification of votes.","page_number":106,"box":{"x":60,"y":702,"width":351,"height":12}},{"id":"b1459921-0b04-4e5c-89f2-1b6749ce380c","block_type":"box","text":"BAIS closely monitors the third-party vote services providers we contract with to ensure that they are meeting our service","page_number":106,"box":{"x":60,"y":728,"width":850,"height":12}},{"id":"78246755-c919-4980-9fce-68221b3f7860","block_type":"box","text":"level expectations and have effective policies and procedures in place to manage potential conflicts of interest. Our oversight","page_number":106,"box":{"x":60,"y":743,"width":871,"height":12}},{"id":"fe5dd165-bdbd-4dcd-b213-07697554f6ac","block_type":"box","text":"of service providers includes regular meetings with client service teams, systematic monitoring of vendor operations, as well","page_number":106,"box":{"x":59,"y":758,"width":869,"height":13}},{"id":"a1289eac-8b89-4461-9a17-9f8a6d602ea7","block_type":"box","text":"as annual due diligence meetings in accordance with BlackRock’s firmwide policies.","page_number":106,"box":{"x":59,"y":773,"width":585,"height":13}},{"id":"3ae97db4-c75b-4b51-8a1e-8fb1c73df395","block_type":"box","text":"(12) With Voting Choice, SMAs have the ability to select from a set of voting policies from third-party proxy advisers the policy that best aligns with t","page_number":106,"box":{"x":59,"y":863,"width":838,"height":10}},{"id":"e38660ea-6f00-4e44-b80f-6ec6b79ae013","block_type":"box","text":"heir","page_number":106,"box":{"x":898,"y":863,"width":20,"height":8}},{"id":"d5ac75e8-c2aa-4966-8cc1-10eedd8af72b","block_type":"box","text":"views and preferences. BlackRock can then use its proxy voting infrastructure to cast votes based on the client’s selected voting policy.","page_number":106,"box":{"x":91,"y":876,"width":752,"height":10}},{"id":"056cc906-53d0-4231-b839-e323f0428e85","block_type":"box","text":"(13) BlackRock does not disclose client information, including a client’s selection of proxy policy, without client consent.","page_number":106,"box":{"x":59,"y":891,"width":677,"height":10}},{"id":"b8baf78b-a99d-4ca9-ab60-601e3823811a","block_type":"box","text":"A-16","page_number":106,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"d6e7e704-925f-402e-82e7-d38796c45ed3","block_type":"box","text":"Conflicts management policies and procedures","page_number":107,"box":{"x":76,"y":67,"width":340,"height":12}},{"id":"ec772798-16ab-4e23-8a61-2a438e4f71d4","block_type":"box","text":"BlackRock maintains policies and procedures that seek to prevent undue influence on BAIS’ proxy voting activity. 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In addition, BlackRock seeks to ensure that all engagements with corporate issuers, dissident","page_number":107,"box":{"x":124,"y":387,"width":778,"height":12}},{"id":"bb0a64a3-a417-4e6f-9759-221833f31802","block_type":"box","text":"shareholders or shareholder proponents are managed consistently and without regard to BlackRock’s relationship","page_number":107,"box":{"x":124,"y":402,"width":798,"height":12}},{"id":"2a2be2e3-2c86-4b14-b292-33d8576dd2d9","block_type":"box","text":"with such parties. Clients or business partners are not given preferential treatment or differentiated access. BAIS","page_number":107,"box":{"x":124,"y":417,"width":783,"height":12}},{"id":"c90cf596-d9df-42cb-9469-ba7ea8f1e594","block_type":"box","text":"prioritizes engagements based on factors including, but not limited to, our need for additional information to make","page_number":107,"box":{"x":124,"y":432,"width":804,"height":12}},{"id":"eba2b395-3084-45a2-b81a-163897d18126","block_type":"box","text":"a more informed voting decision or to better understand a company’s perspectives on financially material risks and","page_number":107,"box":{"x":124,"y":447,"width":805,"height":12}},{"id":"3d15684e-2737-492a-a5e6-616052835b83","block_type":"box","text":"opportunities. Within the normal course of business, BAIS may engage directly with BlackRock clients, business","page_number":107,"box":{"x":124,"y":462,"width":780,"height":13}},{"id":"fe710b1a-c1f7-4b6b-922a-008b91cbb60a","block_type":"box","text":"partners and/or third parties, and/or with employees with sales, vendor management, or business partnership","page_number":107,"box":{"x":124,"y":477,"width":773,"height":13}},{"id":"4010f081-c02f-40cf-9e20-58b9f5e62482","block_type":"box","text":"roles, in discussions regarding our approach to stewardship, general corporate governance matters, client reporting","page_number":107,"box":{"x":125,"y":492,"width":807,"height":13}},{"id":"bd8c393e-d9da-4402-ae35-ab330e446683","block_type":"box","text":"needs, and/or to otherwise ensure that proxy-related client service levels are met","page_number":107,"box":{"x":125,"y":508,"width":567,"height":12}},{"id":"f50a8051-2533-44d1-ab7a-f036aa8d1f02","block_type":"box","text":"• Determined to engage, in certain instances, an independent third-party voting service provider to make proxy voting","page_number":107,"box":{"x":92,"y":528,"width":846,"height":12}},{"id":"3e3e602a-b2ef-48c1-923d-7de8a700e7d1","block_type":"box","text":"recommendations as a further safeguard to avoid perceived or potential conflicts of interest, to satisfy regulatory","page_number":107,"box":{"x":125,"y":543,"width":789,"height":12}},{"id":"d072280c-6a09-4919-b357-aadbe444c956","block_type":"box","text":"requirements, or as may be otherwise required by applicable law. In such circumstances, the independent third","page_number":107,"box":{"x":125,"y":558,"width":779,"height":12}},{"id":"2c06f3fb-5122-46b1-a9ef-094e245fc207","block_type":"box","text":"party voting service provider provides BlackRock with recommendations, in accordance with the Guidelines, as to","page_number":107,"box":{"x":124,"y":573,"width":794,"height":12}},{"id":"ef55a4c0-6d35-47a0-aa6e-75c387a74399","block_type":"box","text":"how to vote such proxies. BlackRock uses an independent third-party voting service provider to make proxy voting","page_number":107,"box":{"x":125,"y":588,"width":798,"height":13}},{"id":"40a7ac9a-c25a-490a-847d-1565c0fa1f9d","block_type":"box","text":"recommendations for shares of BlackRock, Inc. and companies affiliated with BlackRock, Inc. BlackRock may also","page_number":107,"box":{"x":125,"y":603,"width":790,"height":13}},{"id":"801232f7-b1fd-4366-afdd-dcdc3b9adf98","block_type":"box","text":"use an independent third-party voting service provider to make proxy voting recommendations for certain perceived","page_number":107,"box":{"x":125,"y":618,"width":813,"height":13}},{"id":"f44f99af-6820-423a-a7da-07b8143d3b68","block_type":"box","text":"or potential conflicts of interest, including:","page_number":107,"box":{"x":124,"y":634,"width":296,"height":12}},{"id":"c7bbb54b-421f-4380-a1e0-bb142548abed","block_type":"box","text":"• public companies that include BlackRock employees on their boards of directors","page_number":107,"box":{"x":157,"y":654,"width":593,"height":12}},{"id":"35a2be57-bbfc-425c-8fba-67b50c40a40f","block_type":"box","text":"• public companies of which a BlackRock, Inc. board member serves as a senior executive or a member of","page_number":107,"box":{"x":157,"y":674,"width":762,"height":12}},{"id":"269ec12b-1609-487f-a299-9a5c2edcf83c","block_type":"box","text":"the board of directors","page_number":107,"box":{"x":189,"y":689,"width":151,"height":10}},{"id":"c23f559a-53a3-495e-97a1-deb3bb62f214","block_type":"box","text":"• public companies that are the subject of certain transactions involving BlackRock Funds","page_number":107,"box":{"x":157,"y":709,"width":647,"height":12}},{"id":"8dd7a1f9-783a-4749-8824-4ed23e51080f","block_type":"box","text":"• public companies that are joint venture partners with BlackRock, and","page_number":107,"box":{"x":157,"y":729,"width":514,"height":13}},{"id":"146644fd-0435-44ad-8b93-f7b788f5f3c1","block_type":"box","text":"• public companies when legal or regulatory requirements compel BlackRock to use an independent third","page_number":107,"box":{"x":157,"y":749,"width":765,"height":13}},{"id":"cd808c09-4123-4aae-aeab-185df9dcb124","block_type":"box","text":"party voting service provider","page_number":107,"box":{"x":190,"y":765,"width":198,"height":12}},{"id":"28572a6c-3659-4fa3-8db3-5d85f614e24e","block_type":"box","text":"In selecting an independent third-party voting service provider, we assess several characteristics, including but not limited to:","page_number":107,"box":{"x":60,"y":791,"width":873,"height":12}},{"id":"5a733160-3ba3-43c4-b427-9d27847870fc","block_type":"box","text":"independence, an ability to analyze proxy issues and make recommendations in the economic interest of our clients in","page_number":107,"box":{"x":60,"y":806,"width":826,"height":12}},{"id":"add73ad1-e519-4ba2-ab54-dc18d9724ca4","block_type":"box","text":"accordance with the Guidelines, reputation for reliability and integrity, and operational capacity to accurately deliver the","page_number":107,"box":{"x":59,"y":821,"width":837,"height":13}},{"id":"9d9ab849-1345-461d-bbd9-2f519a87d372","block_type":"box","text":"assigned recommendations in a timely manner. We may engage more than one independent third-party voting service","page_number":107,"box":{"x":59,"y":836,"width":829,"height":13}},{"id":"546e34eb-348c-48a4-ac93-d1873bab7a9d","block_type":"box","text":"provider, in part to mitigate potential or perceived conflicts of interest at a single voting service provider.","page_number":107,"box":{"x":59,"y":851,"width":725,"height":13}},{"id":"01e60110-2e87-4f3b-b3c4-7d4295d65bd8","block_type":"box","text":"A-17","page_number":107,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"2efcb729-8997-4e53-962f-e0ddace7ccb5","block_type":"box","text":"Securities lending","page_number":108,"box":{"x":75,"y":67,"width":128,"height":12}},{"id":"c6ae3550-4f33-4e0f-89b4-86e1ea67a132","block_type":"box","text":"If authorized, BlackRock acts as a securities lending agent on behalf of its clients. 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This decision is guided by our fiduciary duty as an asset manager to our clients","page_number":108,"box":{"x":59,"y":165,"width":865,"height":12}},{"id":"978849aa-2340-4515-84d9-690fd9114a5a","block_type":"box","text":"in helping them achieve their investment goals. While this has occurred in a limited number of cases, the decision to recall","page_number":108,"box":{"x":60,"y":180,"width":853,"height":12}},{"id":"ef6cbbb1-b2bf-46bc-8b6e-9fd6501372d8","block_type":"box","text":"securities on loan as part of BlackRock’s securities lending program in order to vote is based on an evaluation of various","page_number":108,"box":{"x":59,"y":195,"width":837,"height":12}},{"id":"dd5f43b8-6e89-4e8b-a891-7737c0358a18","block_type":"box","text":"factors that include, but are not limited to, assessing potential securities lending revenue alongside the potential long-term","page_number":108,"box":{"x":59,"y":210,"width":859,"height":13}},{"id":"e4af4211-b792-4f65-bb89-ba349fc6e87d","block_type":"box","text":"financial value to clients of voting those securities (based on the information available at the time of recall consideration).","page_number":108,"box":{"x":59,"y":225,"width":849,"height":13}},{"id":"5f3f4353-252d-4b63-bb66-5e073bdaef68","block_type":"box","text":"BAIS works with active portfolio managers, as well as colleagues in the Securities Lending team, to evaluate the costs and","page_number":108,"box":{"x":60,"y":240,"width":850,"height":13}},{"id":"331fabc3-d374-425c-b927-f2e78b31ebae","block_type":"box","text":"benefits to clients of recalling shares on loan.","page_number":108,"box":{"x":60,"y":256,"width":313,"height":12}},{"id":"9cb4a242-dffb-4edd-9147-3832d694f5cb","block_type":"box","text":"In almost all instances, BlackRock anticipates that the potential long-term financial value to clients of voting shares would","page_number":108,"box":{"x":60,"y":282,"width":851,"height":12}},{"id":"a5ce1fd4-0eae-4398-80e8-8e4264df838a","block_type":"box","text":"not warrant recalling securities on loan. However, in certain instances, BlackRock may determine, in our independent","page_number":108,"box":{"x":60,"y":297,"width":816,"height":13}},{"id":"7761592a-d829-49a4-9beb-f22bc324c3a1","block_type":"box","text":"business judgment as a fiduciary, that the value of voting outweighs the securities lending revenue loss to clients and would","page_number":108,"box":{"x":60,"y":312,"width":866,"height":13}},{"id":"78a67ca3-9e02-4a65-995b-d748661d5ac3","block_type":"box","text":"therefore recall shares to be voted in those instances.","page_number":108,"box":{"x":59,"y":327,"width":371,"height":10}},{"id":"27a58dc9-ec3f-4f77-ab68-73359ba376c4","block_type":"box","text":"Periodically, BlackRock reviews our process for determining whether to recall securities on loan in order to vote and may","page_number":108,"box":{"x":60,"y":354,"width":840,"height":12}},{"id":"75d7ac91-f6c3-429b-baa7-85471aa41db1","block_type":"box","text":"modify it as necessary.","page_number":108,"box":{"x":60,"y":369,"width":156,"height":12}},{"id":"2b8ff38c-929d-4b97-864b-d4d3d98469d5","block_type":"box","text":"Reporting and vote transparency","page_number":108,"box":{"x":76,"y":395,"width":236,"height":13}},{"id":"8fb442c5-990c-47a9-a5b2-c7d70c57c3d5","block_type":"box","text":"BAIS is committed to transparency in the stewardship work we do on behalf of clients. 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Reliance upon this information is at the","page_number":108,"box":{"x":59,"y":516,"width":855,"height":13}},{"id":"dd8183ae-0a1e-4b25-8238-6d51ac5c2f9a","block_type":"box","text":"sole discretion of the reader.","page_number":108,"box":{"x":59,"y":531,"width":197,"height":10}},{"id":"a2cdfbb5-bd6d-4131-8187-06262af1d06a","block_type":"box","text":"Prepared by BlackRock, Inc.","page_number":108,"box":{"x":60,"y":558,"width":190,"height":12}},{"id":"ed74e162-b1c3-4d6c-9a58-3e4093382177","block_type":"box","text":"©2025 BlackRock, Inc. 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BlackRock has taken certain steps to mitigate potential conflicts, which are","page_number":109,"box":{"x":59,"y":814,"width":826,"height":12}},{"id":"2a9073a3-0036-44b4-87a3-75a14ad2c0d2","block_type":"box","text":"outlined in detail in the Guidelines. 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-21","page_number":111,"box":{"x":502,"y":199,"width":353,"height":10}},{"id":"cd465e1f-f055-4d0e-b3a0-4e04f55501fa","block_type":"box","text":"Philosophy on investment stewardship . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-22","page_number":111,"box":{"x":140,"y":218,"width":717,"height":12}},{"id":"475a1738-eb8a-4cde-8c0d-de7ac0a65ebf","block_type":"box","text":"Key governance topics","page_number":111,"box":{"x":140,"y":237,"width":156,"height":12}},{"id":"642aa43d-227f-4c7f-b269-d6e54e2e8eb3","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-23","page_number":111,"box":{"x":299,"y":237,"width":558,"height":9}},{"id":"5cbc2d99-a41f-4f22-afe7-836915793e89","block_type":"box","text":"Boards and directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-24","page_number":111,"box":{"x":140,"y":256,"width":718,"height":9}},{"id":"73a35c82-58bb-4272-8320-76ffafd2c477","block_type":"box","text":"Auditors and audit-related issues","page_number":111,"box":{"x":139,"y":274,"width":232,"height":10}},{"id":"d40e8670-da9b-4a7f-a00a-109660b90cdf","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-26","page_number":111,"box":{"x":378,"y":275,"width":480,"height":9}},{"id":"84b851b0-4e26-43b0-8abe-9c8fb9cb1eaf","block_type":"box","text":"Capital structure, mergers, acquisitions, asset sales, and other 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-28","page_number":111,"box":{"x":599,"y":332,"width":258,"height":9}},{"id":"28387bd9-565c-4a12-84af-b0004ce1cd3d","block_type":"box","text":"Shareholder proposals","page_number":111,"box":{"x":140,"y":350,"width":156,"height":12}},{"id":"a3486520-9e85-4b04-b8ce-99b605735a28","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-28","page_number":111,"box":{"x":299,"y":351,"width":558,"height":9}},{"id":"77f9e00c-c795-43c6-ab39-fb05bcf2829b","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":111,"box":{"x":140,"y":369,"width":373,"height":12}},{"id":"c89ee379-ebca-4739-8e84-b95c6b939dbf","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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Reporting on our activities to inform clients","page_number":111,"box":{"x":59,"y":713,"width":353,"height":12}},{"id":"a3f12548-468c-4436-9da9-902821d7c4b9","block_type":"box","text":"about our stewardship efforts on their behalf through a range of","page_number":111,"box":{"x":417,"y":713,"width":450,"height":12}},{"id":"1de6b5f9-2216-46d3-9182-e4332689b483","block_type":"box","text":"publications on our website and direct client communications.","page_number":111,"box":{"x":98,"y":728,"width":437,"height":12}},{"id":"95a94940-731d-4450-86c0-a6c1e0817f2b","block_type":"box","text":"This document provides an overarching explanation of the principles that guide our approach to engaging and voting on","page_number":111,"box":{"x":59,"y":754,"width":844,"height":13}},{"id":"887e32d3-cd9d-43f5-94b0-e5171835f6e1","block_type":"box","text":"corporate governance matters and other material risks and opportunities under BIS’ Benchmark Policies. 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We comply fully with these requirements and do not engage with portfo","page_number":111,"box":{"x":91,"y":879,"width":847,"height":9}},{"id":"7c729588-5350-472f-b70f-6fcdf94c2fba","block_type":"box","text":"lio companies for the purpose, or with the effect, of changing or influencing control of any company.","page_number":111,"box":{"x":92,"y":891,"width":561,"height":10}},{"id":"78847d41-3297-40da-b036-789d48bb10ed","block_type":"box","text":"A-21","page_number":111,"box":{"x":482,"y":916,"width":31,"height":9}},{"id":"920b379e-d1bc-4284-8098-c4127337735d","block_type":"box","text":"clients’ assets invested through index equity strategies, take a financial materiality-based approach, and are focused solely on","page_number":112,"box":{"x":59,"y":67,"width":877,"height":12}},{"id":"a733afcd-5b78-4044-bbab-cb1b6b243403","block_type":"box","text":"advancing clients’ long-term financial interests.","page_number":112,"box":{"x":59,"y":82,"width":331,"height":12}},{"id":"f3ceec2d-0a23-40b4-9174-2987d375444c","block_type":"box","text":"(2)","page_number":112,"box":{"x":392,"y":80,"width":14,"height":8}},{"id":"54d92947-5f67-4fd7-9a91-55a9f2c92a3c","block_type":"box","text":"Philosophy on investment stewardship","page_number":112,"box":{"x":60,"y":108,"width":277,"height":13}},{"id":"9bc3c520-e1c5-4490-87bd-17c72c83bf58","block_type":"box","text":"Sound governance is critical to a company’s ability to create long-term financial value. 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Through stewardship, we assess how companies are creating long-term financial value to serve our clients, many","page_number":112,"box":{"x":59,"y":335,"width":873,"height":12}},{"id":"28720fe9-a46e-47f8-995d-33e74cd67101","block_type":"box","text":"of whom are saving for long-term goals, such as retirement. Our stewardship program - including when engaging with","page_number":112,"box":{"x":59,"y":350,"width":832,"height":12}},{"id":"2d841e6d-5411-469d-b2f4-64a2a9621828","block_type":"box","text":"companies and voting at shareholder meetings on behalf of clients - is conducted from a long-term investor perspective and","page_number":112,"box":{"x":59,"y":365,"width":872,"height":13}},{"id":"838cc712-94ce-4683-bdf8-3be48700421b","block_type":"box","text":"takes a financial materiality-based approach, focused solely on advancing clients’ long-term financial interests.","page_number":112,"box":{"x":59,"y":380,"width":775,"height":13}},{"id":"6f67e637-ac31-4c7f-8001-b59f1a221d13","block_type":"box","text":"BIS engages with the boards and management of companies in which clients are invested to deepen our understanding of a","page_number":112,"box":{"x":60,"y":407,"width":867,"height":12}},{"id":"9d5f27de-d6fa-42d4-91b8-4697e08bf30c","block_type":"box","text":"company’s business model, including how they are overseeing material business risks and opportunities over time, and to","page_number":112,"box":{"x":59,"y":422,"width":852,"height":12}},{"id":"98e10188-685f-4cad-acd9-4c43440524ad","block_type":"box","text":"help inform our voting on behalf of clients. Engagements provide companies with the opportunity to share their perspectives","page_number":112,"box":{"x":60,"y":437,"width":873,"height":12}},{"id":"7a7544e5-f591-419a-b7c4-dda737b8d567","block_type":"box","text":"on topics that, in BIS’ experience, impact the long-term financial returns BlackRock’s clients depend on to meet their financial","page_number":112,"box":{"x":59,"y":452,"width":877,"height":12}},{"id":"0e4fddfc-83c1-4195-8660-818467e0dbfe","block_type":"box","text":"goals.","page_number":112,"box":{"x":59,"y":467,"width":40,"height":13}},{"id":"f0739dc2-b35f-4372-92c6-7c6a07e2587e","block_type":"box","text":"Voting at a company’s shareholder meeting is a right of share ownership and a core principle of corporate governance. 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Websites accessed in","page_number":112,"box":{"x":92,"y":879,"width":827,"height":9}},{"id":"e48fb3bd-a86c-4317-b991-1ddbfa64d18f","block_type":"box","text":"December 2025.","page_number":112,"box":{"x":92,"y":891,"width":91,"height":8}},{"id":"4841c999-76fa-459a-978b-56e0f5e74151","block_type":"box","text":"A-22","page_number":112,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"b69643a4-fba6-4791-b028-691761136a97","block_type":"box","text":"• Access sufficient and timely information on governance, strategic, and business matters — where such matters are","page_number":113,"box":{"x":59,"y":67,"width":839,"height":12}},{"id":"c07d5c40-c34b-47de-af97-31b122f6e074","block_type":"box","text":"material — to make informed decisions.","page_number":113,"box":{"x":92,"y":82,"width":279,"height":9}},{"id":"d8f3555a-33e2-4c3f-affa-3cfdea9d037d","block_type":"box","text":"To protect the interest of minority shareholders like BlackRock’s clients, BIS holds the view that shareholder voting rights","page_number":113,"box":{"x":59,"y":108,"width":843,"height":13}},{"id":"beb9d6ac-d5f9-446c-bacb-b4a907c30d85","block_type":"box","text":"should be proportionate to economic ownership—the principle of “one share, one vote” helps to achieve this balance.","page_number":113,"box":{"x":59,"y":123,"width":824,"height":13}},{"id":"53b8ccaf-5477-4caa-81dd-9e41d6644811","block_type":"box","text":"Key governance topics","page_number":113,"box":{"x":60,"y":150,"width":161,"height":12}},{"id":"999c0c9b-f7a7-4a08-88a0-27ad40200b4f","block_type":"box","text":"In our experience, there are certain globally applicable elements of corporate governance that contribute to a company’s","page_number":113,"box":{"x":60,"y":176,"width":842,"height":13}},{"id":"8eff51fa-56fb-493b-9de2-e181744e601e","block_type":"box","text":"ability to create long-term financial value for shareholders. These are topics that shareholders may have the ability to vote on","page_number":113,"box":{"x":59,"y":191,"width":873,"height":13}},{"id":"a6230f24-24e6-46a8-b29c-ae662ca57372","block_type":"box","text":"at shareholder meetings. These areas include:","page_number":113,"box":{"x":59,"y":206,"width":320,"height":13}},{"id":"7b4172b4-cdeb-42ad-a084-91f65ff5f988","block_type":"box","text":"• Boards and directors","page_number":113,"box":{"x":59,"y":227,"width":176,"height":9}},{"id":"6bcf4454-f474-4ecd-b543-4baa3f721a1f","block_type":"box","text":"• Auditors and audit-related issues","page_number":113,"box":{"x":59,"y":247,"width":264,"height":9}},{"id":"3b219819-7f88-4b40-aa6c-8ee4ff99ab7e","block_type":"box","text":"• Capital structure, mergers, acquisitions, asset sales, and other special situations","page_number":113,"box":{"x":59,"y":267,"width":590,"height":12}},{"id":"0b92256a-2932-4009-824b-128bb79cd6c0","block_type":"box","text":"• Executive compensation","page_number":113,"box":{"x":59,"y":288,"width":202,"height":11}},{"id":"600b1f4b-14bc-4e7c-83dc-af5abdb53c4a","block_type":"box","text":"• Shareholder protections and other significant corporate governance matters","page_number":113,"box":{"x":59,"y":307,"width":567,"height":13}},{"id":"7af9bea7-7737-470e-a38a-3d273e6582cf","block_type":"box","text":"• Shareholder proposals","page_number":113,"box":{"x":59,"y":327,"width":189,"height":13}},{"id":"f5d86c92-d095-4e83-b06e-a5a2c4307d9c","block_type":"box","text":"The BIS Benchmark Policies are not prescriptive but rather are applied on a pragmatic basis, taking into consideration a","page_number":113,"box":{"x":59,"y":354,"width":832,"height":12}},{"id":"52c217a9-6c87-4a35-bfa5-4b38f7ec51c4","block_type":"box","text":"number of company-specific factors, including the sector, market, and business environment within which companies","page_number":113,"box":{"x":60,"y":369,"width":826,"height":12}},{"id":"b85cbf9b-0efd-4f00-961d-dc6d2492c9ba","block_type":"box","text":"operate.","page_number":113,"box":{"x":59,"y":385,"width":56,"height":11}},{"id":"9fcbb990-3c66-447c-9f63-eaa04ed8b411","block_type":"box","text":"At the regional level, it is our view that companies should observe the accepted corporate governance standards in their","page_number":113,"box":{"x":59,"y":411,"width":840,"height":12}},{"id":"02c49b2d-343c-434c-a5aa-1a373776269d","block_type":"box","text":"domestic market at a minimum, and we ask that, if they do not, they explain how their approach better supports durable,","page_number":113,"box":{"x":59,"y":426,"width":848,"height":12}},{"id":"a2159f04-a0f2-4040-a34e-231c0a21467b","block_type":"box","text":"long-term financial value creation. Our regional voting guidelines explain how the BIS Global Principles inform our voting","page_number":113,"box":{"x":60,"y":441,"width":843,"height":12}},{"id":"470a7e31-ee2e-4abf-a6e3-6644057ab77a","block_type":"box","text":"decisions in relation to common ballot items for shareholder meetings in those markets.","page_number":113,"box":{"x":59,"y":456,"width":616,"height":12}},{"id":"a6f45896-05fd-48ca-ac41-de16d2bc0496","block_type":"box","text":"(4)","page_number":113,"box":{"x":677,"y":454,"width":14,"height":8}},{"id":"b50a05a1-36d3-46d5-92db-17128c4a806e","block_type":"box","text":"Boards and directors","page_number":113,"box":{"x":322,"y":482,"width":355,"height":23}},{"id":"fe2a8ddc-bbc2-44cc-b375-d0972ccd6d6c","block_type":"box","text":"Oversight role of the board","page_number":113,"box":{"x":59,"y":525,"width":194,"height":13}},{"id":"9490dcb7-76b2-4fdc-804d-ec3345b28016","block_type":"box","text":"Companies whose boards are comprised of appropriately qualified, engaged directors with professional characteristics","page_number":113,"box":{"x":59,"y":552,"width":830,"height":12}},{"id":"ea7cb111-ec7c-4bec-8117-68958b6ca442","block_type":"box","text":"relevant to a company’s business enhance the board’s ability to add long-term financial value and serve as the voice of","page_number":113,"box":{"x":60,"y":567,"width":830,"height":12}},{"id":"81028970-a446-4351-a2a4-dee1e5d63521","block_type":"box","text":"shareholders in board discussions. In our view, a strong board gives a company a competitive advantage, providing valuable","page_number":113,"box":{"x":59,"y":582,"width":866,"height":12}},{"id":"f2595cb3-007d-4f04-bf54-77d4faf6cfce","block_type":"box","text":"oversight and contributing to the most important management decisions that support long-term financial performance.","page_number":113,"box":{"x":59,"y":597,"width":842,"height":12}},{"id":"e2b4814b-958d-4a4a-b8d1-0f833bb18ab8","block_type":"box","text":"For this reason, our investment stewardship efforts focus on the effectiveness of the board of directors. We engage, as","page_number":113,"box":{"x":60,"y":623,"width":823,"height":13}},{"id":"f5cdf24a-c0c3-4c72-a88e-ba22bcbe1c77","block_type":"box","text":"necessary, with members of the board’s nominating and/or governance committee to assess whether governance practices","page_number":113,"box":{"x":60,"y":639,"width":867,"height":12}},{"id":"159da1a2-2aa6-44e5-95e8-04a4e90e1e2b","block_type":"box","text":"and board composition are effective given a company’s business model, sector, market, and the business environment in","page_number":113,"box":{"x":59,"y":654,"width":843,"height":12}},{"id":"e6afd085-a713-40ce-8179-37c2fe8c882e","block_type":"box","text":"which a company is operating.","page_number":113,"box":{"x":59,"y":669,"width":213,"height":12}},{"id":"49fa5d90-faea-4773-acc8-d8a3b5a3f655","block_type":"box","text":"We consider it good practice when the board establishes and maintains a framework of robust and effective governance","page_number":113,"box":{"x":59,"y":695,"width":840,"height":13}},{"id":"03fc0d0a-3629-497a-8d41-48dd43950dbb","block_type":"box","text":"mechanisms that supports its oversight of the company’s strategy and operations, consistent with the long-term financial","page_number":113,"box":{"x":60,"y":710,"width":852,"height":13}},{"id":"ae3d8605-be33-4d35-85dc-fa8bd822014b","block_type":"box","text":"interests of investors. This includes having clear descriptions of the role of the board and the committees of the board and","page_number":113,"box":{"x":60,"y":726,"width":853,"height":12}},{"id":"26089a11-59b8-4576-be71-2d33b3549ff4","block_type":"box","text":"how directors engage with and oversee management, as well as disclosure of material risks that may affect a company’s","page_number":113,"box":{"x":60,"y":741,"width":841,"height":12}},{"id":"dd388e7a-e3ee-49ab-bd0b-72651dcdd760","block_type":"box","text":"long-term strategy and how management is effectively identifying, managing, and mitigating such risks.","page_number":113,"box":{"x":60,"y":756,"width":729,"height":12}},{"id":"9d95a01e-c293-4f26-aa6a-f6f6118dd59e","block_type":"box","text":"Understanding management’s long-term strategy and the milestones against which investors should assess its","page_number":113,"box":{"x":60,"y":782,"width":777,"height":13}},{"id":"36cd9a73-7cc0-42c9-abfa-346672e92667","block_type":"box","text":"implementation is central to our approach. If any strategic targets are significantly missed or materially restated, we find it","page_number":113,"box":{"x":60,"y":797,"width":853,"height":13}},{"id":"73540015-1433-4afc-9792-52bdb860b322","block_type":"box","text":"helpful when company disclosures provide a detailed explanation of the changes and an indication of the board’s role in","page_number":113,"box":{"x":60,"y":812,"width":838,"height":13}},{"id":"37a76e1b-2b32-4607-83e0-d4a1e26f8ae9","block_type":"box","text":"(4) Our regional voting guidelines reflect these different market standards and norms. Depending on the market, generally accepted practice is info","page_number":113,"box":{"x":59,"y":853,"width":836,"height":10}},{"id":"0735e8a0-f9d1-40b8-b11f-2fab1d6cdd42","block_type":"box","text":"rmed","page_number":113,"box":{"x":897,"y":853,"width":28,"height":8}},{"id":"e96e0c7f-bfd3-4d14-8b33-fe4cf38f255d","block_type":"box","text":"by corporate law, market regulation, best practices, and industry initiatives, amongst other factors. BIS carries out engagement with companies,","page_number":113,"box":{"x":92,"y":866,"width":804,"height":10}},{"id":"887a3f67-8e6a-40c7-977a-43805469caa5","block_type":"box","text":"executes proxy votes, and conducts vote operations (including maintaining records of votes cast) in a manner consistent with the relevant regional","page_number":113,"box":{"x":92,"y":879,"width":822,"height":9}},{"id":"c02a93aa-f1e7-40d8-abcd-9fb4b4c43d12","block_type":"box","text":"voting guidelines.","page_number":113,"box":{"x":91,"y":891,"width":98,"height":10}},{"id":"89b2b67b-8b02-4a9a-86e3-4f9bed968982","block_type":"box","text":"A-23","page_number":113,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"74d9608f-1c8d-4899-a1da-fb7a7c5bcd30","block_type":"box","text":"reviewing the revised targets. We look to the board to articulate the effectiveness of these mechanisms in overseeing the","page_number":114,"box":{"x":60,"y":67,"width":842,"height":12}},{"id":"2462217f-921e-4971-8e4f-e2a41754dd4c","block_type":"box","text":"management of business risks and opportunities and the fulfillment of the company’s strategy.","page_number":114,"box":{"x":60,"y":82,"width":663,"height":12}},{"id":"82d64939-c677-47fd-85be-7fa061e7c979","block_type":"box","text":"Where a company has not adequately disclosed or demonstrated that its board has fulfilled these corporate governance and","page_number":114,"box":{"x":59,"y":108,"width":870,"height":13}},{"id":"08d54843-3b4c-4158-8970-932ee5491803","block_type":"box","text":"risk oversight responsibilities, we may consider not supporting the election of directors who, in our assessment, have","page_number":114,"box":{"x":60,"y":123,"width":817,"height":13}},{"id":"8ecdcef1-d3a8-44e1-a5d9-32be5c99ff77","block_type":"box","text":"particular responsibility for the issues.","page_number":114,"box":{"x":59,"y":138,"width":264,"height":13}},{"id":"0cefb0a2-dd98-4fcf-92b8-d4918a383c4e","block_type":"box","text":"When casting vote decisions on behalf of clients on the election of directors, some of the factors that speak to the board’s","page_number":114,"box":{"x":59,"y":165,"width":853,"height":12}},{"id":"bd9e1480-573b-4446-9249-cd1fbcf67957","block_type":"box","text":"effectiveness as a group include the relevance of individual directors’ qualifications and skillsets, as well as directors’ capacity","page_number":114,"box":{"x":59,"y":180,"width":875,"height":12}},{"id":"ff2e86f1-754e-45d9-a706-6d58e27f9963","block_type":"box","text":"and other time commitments, and how these factors may contribute to the company’s financial performance. We look to","page_number":114,"box":{"x":59,"y":195,"width":848,"height":12}},{"id":"c5ef2feb-0304-4f0a-9d98-3ba913910a4f","block_type":"box","text":"boards to establish formal and transparent processes for nominating directors that reflect the company’s long-term strategy","page_number":114,"box":{"x":60,"y":210,"width":870,"height":13}},{"id":"a90515ec-fccc-404e-88d3-5e48317dcca3","block_type":"box","text":"and business model.","page_number":114,"box":{"x":59,"y":225,"width":143,"height":10}},{"id":"571c0dc5-bae9-492d-97a4-88bdb52b7728","block_type":"box","text":"In the section titled “Board quality and effectiveness” below, we provide more detail about our approach to board","page_number":114,"box":{"x":60,"y":252,"width":789,"height":12}},{"id":"47972db7-e05b-453c-afb9-1883987fae4e","block_type":"box","text":"composition and how it underpins board effectiveness and long-term financial value creation.","page_number":114,"box":{"x":59,"y":267,"width":655,"height":12}},{"id":"9e45374b-f7c2-497f-a258-739b01f5ac1f","block_type":"box","text":"Regular accountability through director elections","page_number":114,"box":{"x":60,"y":293,"width":354,"height":13}},{"id":"242e12f8-727d-45e4-b8ba-9cc5858178f6","block_type":"box","text":"The election of directors to the board is a right of shareholders and an important signal of support for, or concern about, the","page_number":114,"box":{"x":59,"y":320,"width":869,"height":12}},{"id":"f70a7c5e-7221-48d0-b3c3-006a7f321ccd","block_type":"box","text":"performance of the board in overseeing and advising management. To ensure accountability for their decisions on behalf of","page_number":114,"box":{"x":59,"y":335,"width":867,"height":12}},{"id":"e6f84461-5df3-4184-8c91-15e200b26254","block_type":"box","text":"shareholders, directors should stand for election on a regular basis, ideally annually.","page_number":114,"box":{"x":59,"y":350,"width":584,"height":12}},{"id":"5dd56a19-a173-4705-8ffd-b9782a7571d8","block_type":"box","text":"(5)","page_number":114,"box":{"x":645,"y":348,"width":14,"height":8}},{"id":"b5ebcf6f-8783-4c11-8a9e-184f1b31b58f","block_type":"box","text":"Annual director elections allow","page_number":114,"box":{"x":664,"y":350,"width":217,"height":10}},{"id":"999fbb9a-d4ff-43e4-a3ae-848d1b350328","block_type":"box","text":"shareholders to reaffirm their support for, or concerns about, board members’ decisions in a timely manner. When board","page_number":114,"box":{"x":59,"y":365,"width":843,"height":13}},{"id":"8440b491-2a3d-42a8-9414-f6d1fc2a1103","block_type":"box","text":"members are not elected annually, we consider it good practice for boards to have a rotation policy to ensure that, through a","page_number":114,"box":{"x":60,"y":380,"width":870,"height":13}},{"id":"526797f9-ea89-4df2-82ac-881441aa8b5b","block_type":"box","text":"board cycle, all directors have had their appointment re-confirmed, with a proportion of directors being put forward for","page_number":114,"box":{"x":60,"y":395,"width":832,"height":13}},{"id":"da0cc511-7618-4a0b-a4fe-52d474f12b70","block_type":"box","text":"election at each shareholder meeting.","page_number":114,"box":{"x":59,"y":411,"width":263,"height":12}},{"id":"267a652c-9b47-4cd7-9d03-93ac3919e20d","block_type":"box","text":"Board quality and effectiveness","page_number":114,"box":{"x":60,"y":437,"width":224,"height":12}},{"id":"81bf9bd4-37fe-40a4-b28f-4a1282e9cb20","block_type":"box","text":"Regular director elections also give boards the opportunity to adjust their composition in an orderly way to reflect","page_number":114,"box":{"x":60,"y":463,"width":793,"height":13}},{"id":"6f5d704c-2cd0-4a05-834e-c4f730a2aeb6","block_type":"box","text":"developments in the company’s strategy and the market environment. In our view, it is beneficial for new directors to be","page_number":114,"box":{"x":59,"y":479,"width":840,"height":12}},{"id":"424cf0ff-026f-45be-b579-90d93f6f2987","block_type":"box","text":"brought onto the board periodically to refresh the group’s thinking, while supporting both continuity and appropriate","page_number":114,"box":{"x":60,"y":494,"width":819,"height":12}},{"id":"420377d0-bc04-4ed1-8230-8ab02b590b75","block_type":"box","text":"succession planning. We consider the average overall tenure of the board and seek a balance between the knowledge and","page_number":114,"box":{"x":59,"y":509,"width":851,"height":12}},{"id":"21035d7c-4a82-409a-87fe-be2d7a97d3d1","block_type":"box","text":"experience of longer-serving directors and the fresh perspectives of directors who joined more recently.","page_number":114,"box":{"x":59,"y":524,"width":724,"height":12}},{"id":"28483fa9-d9b1-4a29-a2c2-a89e452b2f29","block_type":"box","text":"We appreciate when companies regularly review and assess how directors nominated for election contribute to the","page_number":114,"box":{"x":59,"y":550,"width":806,"height":13}},{"id":"09cc5eb7-68aa-4491-bc72-a9d9eaa802ab","block_type":"box","text":"effectiveness of the board. In our view, the company’s assessment should consider a number of factors, including each","page_number":114,"box":{"x":59,"y":566,"width":830,"height":12}},{"id":"8173abfb-1290-4fe8-8881-7a5a045b157a","block_type":"box","text":"director’s independence and time commitments, as well as the breadth and relevance of director experiences and skillsets,","page_number":114,"box":{"x":59,"y":581,"width":857,"height":12}},{"id":"d4102343-b0ee-4fc6-8be4-0946237eae49","block_type":"box","text":"and how these collectively contribute to the board’s effectiveness in advising and overseeing management in delivering long","page_number":114,"box":{"x":59,"y":596,"width":875,"height":12}},{"id":"f84123ec-e8ad-4902-bb6b-97fd64df8ef0","block_type":"box","text":"term financial returns.","page_number":114,"box":{"x":59,"y":611,"width":154,"height":10}},{"id":"3a3f7c50-b633-4ac1-9ede-422b9e979c0a","block_type":"box","text":"Director independence","page_number":114,"box":{"x":60,"y":637,"width":164,"height":13}},{"id":"889352df-bdbb-4ef1-9991-a5ee087a1aff","block_type":"box","text":"Director independence — from management, significant shareholders, or other related parties — is a central tenet of sound","page_number":114,"box":{"x":60,"y":664,"width":865,"height":12}},{"id":"6e241113-b71e-44c2-a038-5e0de9e21ac0","block_type":"box","text":"corporate governance across markets.","page_number":114,"box":{"x":59,"y":679,"width":267,"height":12}},{"id":"dcc81f53-e774-4a8e-b9a7-01ce938f9a0e","block_type":"box","text":"(6)","page_number":114,"box":{"x":328,"y":677,"width":14,"height":8}},{"id":"eb4e32e9-433c-45ef-aac2-9bc41ba2d899","block_type":"box","text":"We look to boards to have a sufficient number of independent directors, free from","page_number":114,"box":{"x":347,"y":679,"width":571,"height":12}},{"id":"d02ff064-d2b1-4080-bb0d-31c2538966a0","block_type":"box","text":"conflicts of interest or undue influence, to ensure objectivity in the decision-making of the board and its ability to oversee","page_number":114,"box":{"x":59,"y":694,"width":849,"height":12}},{"id":"ac94c3e8-ff1b-4dfd-a580-583420c34c8a","block_type":"box","text":"management. We generally consider it good practice for independent directors to make a majority of the board, or in the case","page_number":114,"box":{"x":60,"y":709,"width":878,"height":12}},{"id":"f774780f-cbc7-4901-8954-0c29e441ef6d","block_type":"box","text":"of controlled companies, at least one-third.","page_number":114,"box":{"x":59,"y":724,"width":301,"height":13}},{"id":"f06e8090-eeb9-4fff-862a-1cf40c9334d6","block_type":"box","text":"Common impediments to independence may include but are not limited to:","page_number":114,"box":{"x":59,"y":751,"width":529,"height":12}},{"id":"8177a6fc-1b64-4b1b-8c78-d8dbafff5ade","block_type":"box","text":"• Current or recent employment at the company or a subsidiary","page_number":114,"box":{"x":59,"y":771,"width":466,"height":12}},{"id":"405d3417-965f-4d75-b776-c0062fe21056","block_type":"box","text":"• Being, or representing, a shareholder with a substantial shareholding in the company","page_number":114,"box":{"x":59,"y":791,"width":627,"height":12}},{"id":"5a19af14-a74f-45b3-ae1e-a0f28a0bcdf1","block_type":"box","text":"• Interlocking directorates","page_number":114,"box":{"x":59,"y":811,"width":203,"height":13}},{"id":"6a111f2d-67d4-4138-8d06-30e40cbd2e9d","block_type":"box","text":"(5) In most markets, directors stand for re-election on an annual or triennial basis, as determined by corporate law, market regulation or voluntary b","page_number":114,"box":{"x":59,"y":851,"width":840,"height":10}},{"id":"26736718-2b4e-428d-9f5d-1c384d8305f7","block_type":"box","text":"est","page_number":114,"box":{"x":900,"y":852,"width":16,"height":7}},{"id":"44c4c1bd-a9f4-45fb-a9f4-49f93071c8f7","block_type":"box","text":"practice.","page_number":114,"box":{"x":92,"y":864,"width":46,"height":9}},{"id":"0deec2de-8fd0-4208-8b4e-9f3f9ce7d2d2","block_type":"box","text":"(6) For example, please see: Tokyo Stock Exchange, “Japan’s Corporate Governance Code,” June 11, 2021; Financial Reporting Council, “UK Corporate G","page_number":114,"box":{"x":59,"y":879,"width":858,"height":9}},{"id":"142cd356-e89a-4baa-8562-1903f6ebdf2a","block_type":"box","text":"ov","page_number":114,"box":{"x":918,"y":881,"width":17,"height":5}},{"id":"68859e76-72c5-45e9-bc48-265df566a231","block_type":"box","text":"ernance Code,” January 2024, accessed in December 2025.","page_number":114,"box":{"x":92,"y":891,"width":327,"height":10}},{"id":"3484e18c-1418-4df2-a106-87b5c3f03b39","block_type":"box","text":"A-24","page_number":114,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"dc58b0d3-5f9c-4ff2-b494-4fc2bc1a750a","block_type":"box","text":"• Having any other interest, business, or other relationship which could, or could reasonably be perceived to, materially","page_number":115,"box":{"x":59,"y":67,"width":853,"height":12}},{"id":"feee9093-9692-4624-a11d-b6e4ebfcbc4d","block_type":"box","text":"interfere with a director’s ability to act in the best interests of the company and shareholders","page_number":115,"box":{"x":92,"y":82,"width":646,"height":12}},{"id":"6fa8346e-1a62-46ba-b262-64c4adf60ea2","block_type":"box","text":"In our experience, boards are most effective at overseeing and advising management when there is a senior, independent","page_number":115,"box":{"x":60,"y":108,"width":847,"height":13}},{"id":"2c5745ea-92db-4066-96c1-fcacd198616b","block_type":"box","text":"board leader. This director may chair the board, or, where the chair is also the CEO (or is otherwise not independent), be","page_number":115,"box":{"x":60,"y":123,"width":838,"height":13}},{"id":"46d25aff-d301-45ef-98f1-52238b6333f2","block_type":"box","text":"designated as a lead independent director. The role of this director is to support independent board members in fulfilling their","page_number":115,"box":{"x":59,"y":138,"width":879,"height":13}},{"id":"ec73ce1e-bbbe-4171-a87e-abdfecdd67f3","block_type":"box","text":"oversight responsibilities effectively by shaping the agenda, ensuring adequate information is provided to the board, and","page_number":115,"box":{"x":59,"y":154,"width":841,"height":12}},{"id":"edae3bf8-3cb3-4437-8d22-71b2bd1accb4","block_type":"box","text":"encouraging independent director participation in board deliberations. We appreciate when the lead independent director or","page_number":115,"box":{"x":59,"y":169,"width":870,"height":12}},{"id":"26665995-e979-4194-af77-e6169d9dcd23","block_type":"box","text":"another appropriate director is available to meet with shareholders to explain and contextualize a company’s approach as a","page_number":115,"box":{"x":59,"y":184,"width":862,"height":12}},{"id":"0c3a1b69-08e0-4de7-8f87-ed1eec05a5e4","block_type":"box","text":"situation warrants.","page_number":115,"box":{"x":59,"y":200,"width":130,"height":9}},{"id":"e23cc077-a866-4628-803d-0183cd731553","block_type":"box","text":"Boards may face matters that could involve conflicts of interest for executives or affiliated directors, or that require additional","page_number":115,"box":{"x":60,"y":225,"width":871,"height":13}},{"id":"445620e3-2b62-4822-adb9-ae3eb52a7d51","block_type":"box","text":"focus. It is our view that objective oversight of such matters is best achieved when the board forms committees with a","page_number":115,"box":{"x":59,"y":240,"width":827,"height":13}},{"id":"1c346b4d-90b5-4c6a-bb12-b6d9b0b03649","block_type":"box","text":"majority of independent directors, depending on market norms and a company’s ownership structure. In many markets,","page_number":115,"box":{"x":60,"y":256,"width":840,"height":12}},{"id":"e1d7ba4d-0a5b-492c-a53c-b8ee38884d53","block_type":"box","text":"these committees of the board specialize in audit, director nominations, and compensation matters, among others. An ad","page_number":115,"box":{"x":59,"y":271,"width":851,"height":12}},{"id":"7adbce08-354f-443b-8aba-21e7ccd4a46f","block_type":"box","text":"hoc committee might also be formed to decide on a special transaction, particularly one involving a related party, or to","page_number":115,"box":{"x":60,"y":286,"width":827,"height":12}},{"id":"e54848e6-39d1-4a8e-9080-3c459ae8c054","block_type":"box","text":"investigate a significant adverse event.","page_number":115,"box":{"x":60,"y":301,"width":267,"height":12}},{"id":"cb83b805-de7a-404d-a538-0678b199358b","block_type":"box","text":"Sufficient capacity","page_number":115,"box":{"x":59,"y":327,"width":133,"height":13}},{"id":"b984e9a3-bd70-480e-982a-7c3e1dfc0527","block_type":"box","text":"As the role and expectations of a director are increasingly demanding, directors must be able to commit an appropriate","page_number":115,"box":{"x":59,"y":354,"width":835,"height":12}},{"id":"dc0ba500-507e-4ed3-b619-c61f1f854554","block_type":"box","text":"amount of time to board and committee matters. It is important that directors have the capacity to meet all of their","page_number":115,"box":{"x":59,"y":369,"width":806,"height":12}},{"id":"2ea35314-68aa-4004-a194-3685ad12691d","block_type":"box","text":"responsibilities — including when there are unforeseen events — and therefore, we consider it best practice when they don’t","page_number":115,"box":{"x":60,"y":384,"width":872,"height":12}},{"id":"8db22729-02f8-4fdb-aa65-cad7a0d8f6bd","block_type":"box","text":"take on an excessive number of roles that would impair their ability to fulfill their duties.","page_number":115,"box":{"x":59,"y":399,"width":613,"height":13}},{"id":"1ae83e1a-08c0-47bd-bfcb-70c5aa360953","block_type":"box","text":"Board composition","page_number":115,"box":{"x":60,"y":426,"width":135,"height":12}},{"id":"2a0e5963-0162-4066-8ebd-abdf2b99ee8e","block_type":"box","text":"In assessing board composition, we take into account a company’s board size, business model, strategy, market","page_number":115,"box":{"x":60,"y":452,"width":780,"height":12}},{"id":"53e4b2d7-c0c2-4dff-af1e-62d34016477f","block_type":"box","text":"capitalization, and ownership structure, as well as the market in which the company operates. We find it helpful when","page_number":115,"box":{"x":59,"y":467,"width":822,"height":13}},{"id":"0ceb53ab-368e-4d43-8ecd-9f1bb0d2a3ef","block_type":"box","text":"companies explain how their approach to board composition supports the company’s governance practices.","page_number":115,"box":{"x":59,"y":482,"width":758,"height":13}},{"id":"c78c63b4-e849-484d-a058-677ba1d817b5","block_type":"box","text":"When nominating directors to the board, we look to companies to provide sufficient information on the individual candidates","page_number":115,"box":{"x":59,"y":509,"width":876,"height":12}},{"id":"d49513fe-602a-47a8-a75f-60708073ac8e","block_type":"box","text":"so that shareholders can assess the capabilities and suitability of each individual nominee and their fit within overall board","page_number":115,"box":{"x":59,"y":524,"width":854,"height":12}},{"id":"e12d542f-bf7e-4e44-b7e0-a27db5dff3cb","block_type":"box","text":"composition. These disclosures should explain how the collective experience and expertise of the board, as well as the","page_number":115,"box":{"x":59,"y":539,"width":827,"height":12}},{"id":"1734edce-dd5a-43e2-80a1-370a599f5e4a","block_type":"box","text":"particular skillsets of individual directors, aligns with the company’s long-term strategy. Highly qualified, engaged directors","page_number":115,"box":{"x":59,"y":554,"width":859,"height":13}},{"id":"17045e73-767c-4fcd-8115-c4945d8da460","block_type":"box","text":"with professional characteristics relevant to a company’s business and strategy enhance the ability of the board to add value","page_number":115,"box":{"x":59,"y":569,"width":871,"height":13}},{"id":"6e8f987f-ecd7-4a18-8624-093ea267d922","block_type":"box","text":"and be the voice of shareholders in board discussions.","page_number":115,"box":{"x":59,"y":584,"width":378,"height":10}},{"id":"ee901bec-402f-4269-bf09-180dc94cdcfb","block_type":"box","text":"It is in this context that we are interested in a variety of experiences, perspectives, and skillsets in the board room. We see it","page_number":115,"box":{"x":60,"y":611,"width":860,"height":12}},{"id":"b065208a-3615-411e-afc8-b75f330e2655","block_type":"box","text":"as a means of avoiding “group think” in the board’s exercise of its responsibilities to advise and oversee management. We","page_number":115,"box":{"x":59,"y":626,"width":849,"height":12}},{"id":"6e2b8546-f707-43af-a01d-244ecb0ab518","block_type":"box","text":"note that in many markets, policymakers have set board gender diversity goals which we may discuss with companies,","page_number":115,"box":{"x":60,"y":641,"width":829,"height":12}},{"id":"e31ffa69-d3f2-4f73-a56e-8900ccb33bec","block_type":"box","text":"particularly if there is a risk their board composition may be misaligned.","page_number":115,"box":{"x":59,"y":656,"width":500,"height":13}},{"id":"6b08c57a-6fef-487c-821d-ba968611f0d4","block_type":"box","text":"Auditors and audit-related issues","page_number":115,"box":{"x":59,"y":683,"width":239,"height":9}},{"id":"f8ba3337-e991-4308-905e-e6b9b64c0697","block_type":"box","text":"BIS recognizes the critical importance of financial statements to provide a complete and accurate portrayal of a company’s","page_number":115,"box":{"x":60,"y":709,"width":856,"height":12}},{"id":"4776f4e5-f1bf-4624-870d-58280e7faf74","block_type":"box","text":"financial condition. Accordingly, we look for the assumptions made by management, and reviewed by the auditor in","page_number":115,"box":{"x":59,"y":724,"width":810,"height":13}},{"id":"4715df37-0853-4f84-afcc-af50b974defa","block_type":"box","text":"preparing the financial statements, to be reasonable and justified.","page_number":115,"box":{"x":59,"y":739,"width":458,"height":13}},{"id":"b1f694fe-be27-4f63-98f1-ff1fa2493f1c","block_type":"box","text":"We view the audit committee, or its equivalent, as responsible for overseeing the management of the independent auditor","page_number":115,"box":{"x":59,"y":766,"width":854,"height":12}},{"id":"708ecbf6-8a52-4b11-9beb-45eb2c7df9ad","block_type":"box","text":"and the internal audit function at a company. The committee plays an important role in a company’s financial reporting","page_number":115,"box":{"x":59,"y":781,"width":834,"height":12}},{"id":"f521e8c3-70c9-4b88-b161-bbc6529f6473","block_type":"box","text":"system by providing independent oversight of the accounts, material financial, and, where appropriate to the jurisdiction,","page_number":115,"box":{"x":59,"y":796,"width":847,"height":12}},{"id":"87a01990-57ec-40f2-90de-aa90f032f8d2","block_type":"box","text":"non-financial information and internal control frameworks. Moreover, in the absence of a dedicated risk committee, these","page_number":115,"box":{"x":60,"y":811,"width":851,"height":12}},{"id":"7eed9390-0697-47f2-8a0c-b3f3af04016b","block_type":"box","text":"committees can provide oversight of Enterprise Risk Management systems.","page_number":115,"box":{"x":59,"y":826,"width":527,"height":13}},{"id":"3a29df76-c9b5-4000-a37c-fc67f1d3abdf","block_type":"box","text":"(7)","page_number":115,"box":{"x":588,"y":824,"width":14,"height":8}},{"id":"6908298b-4380-4a2d-b3ed-2a4ef424b019","block_type":"box","text":"In our view, effective audit committee","page_number":115,"box":{"x":608,"y":826,"width":262,"height":12}},{"id":"3eade4e7-4f4f-4b02-950e-ec3d66e8c449","block_type":"box","text":"A-25","page_number":115,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"a21ed9a5-cdc3-4087-978c-88f05ae9cd9d","block_type":"box","text":"oversight strengthens the quality and reliability of a company’s financial statements and provides an important level of","page_number":116,"box":{"x":59,"y":67,"width":831,"height":12}},{"id":"9aebed5d-93d0-4329-a637-5d4ee87c0ccd","block_type":"box","text":"reassurance to shareholders.","page_number":116,"box":{"x":60,"y":82,"width":199,"height":9}},{"id":"89387afc-6222-4779-a89e-a5d936b88c1c","block_type":"box","text":"We look to audit committees, or their equivalent, to have clearly articulated charters that set out their responsibilities.","page_number":116,"box":{"x":59,"y":108,"width":820,"height":13}},{"id":"971bf44a-d1f0-4ada-a110-bbab87a71b3c","block_type":"box","text":"Additionally, having a rotation plan can periodically refresh the committee membership and introduce new perspectives. We","page_number":116,"box":{"x":59,"y":123,"width":868,"height":13}},{"id":"70e18ff1-c668-4a3b-846b-f80932652fde","block_type":"box","text":"recognize that audit committees will rely on management, internal audit, and the independent auditor to fulfill their","page_number":116,"box":{"x":60,"y":138,"width":807,"height":13}},{"id":"0a191512-7a98-4d0e-885c-a312e776c65a","block_type":"box","text":"responsibilities. However, we look to committee members to demonstrate they have relevant expertise to monitor and","page_number":116,"box":{"x":60,"y":154,"width":825,"height":12}},{"id":"c39e273c-639e-4b27-93ed-ae179823fb67","block_type":"box","text":"oversee the audit process and related activities.","page_number":116,"box":{"x":59,"y":169,"width":330,"height":12}},{"id":"904bcb59-c666-4088-ac83-e7c1809d3105","block_type":"box","text":"We take particular note of unexplained changes in reporting methodology, cases involving significant financial restatements,","page_number":116,"box":{"x":59,"y":195,"width":871,"height":12}},{"id":"03e513da-bce6-4441-be76-9ad52640f0c2","block_type":"box","text":"or ad hoc notifications of material financial weakness. In this respect, we look to audit committees to provide timely","page_number":116,"box":{"x":59,"y":210,"width":811,"height":13}},{"id":"6bd57fa4-5f38-476a-a4a9-01c1c1c486f3","block_type":"box","text":"disclosure on the remediation of key and critical audit matters identified either by the external auditor or internal audit","page_number":116,"box":{"x":59,"y":225,"width":827,"height":13}},{"id":"03992328-6d98-452b-890b-3e1cbcec12fc","block_type":"box","text":"function.","page_number":116,"box":{"x":59,"y":240,"width":62,"height":10}},{"id":"dabab808-4e9e-40bb-91f2-f80fe7389d2d","block_type":"box","text":"The integrity of financial statements depends on the auditor being free of any impediments that could compromise its ability","page_number":116,"box":{"x":59,"y":267,"width":874,"height":12}},{"id":"2d9398fd-e9fe-44cc-b3ec-14ff69ca1fd6","block_type":"box","text":"to serve as an effective check on management. To that end, it is important that auditors are, and are seen to be, independent.","page_number":116,"box":{"x":59,"y":282,"width":876,"height":12}},{"id":"ebef0944-358e-42da-9ef4-654354099e28","block_type":"box","text":"Where an audit firm provides services to the company in addition to the audit, we look for the fees earned to be disclosed","page_number":116,"box":{"x":59,"y":297,"width":849,"height":13}},{"id":"eb15e70a-ad01-48ae-8dd0-e0ace1d34bb2","block_type":"box","text":"and explained. We look for audit committees to have in place a procedure for assessing the independence of the auditor and","page_number":116,"box":{"x":59,"y":312,"width":870,"height":13}},{"id":"deea8ae6-434b-4d74-a797-60bb4e199a3c","block_type":"box","text":"the quality of the external audit process on an annual basis.","page_number":116,"box":{"x":59,"y":327,"width":416,"height":13}},{"id":"90963015-62bc-443a-a821-54478fd34408","block_type":"box","text":"Comprehensive disclosure provides investors with an understanding of the company’s long-term operational risk","page_number":116,"box":{"x":59,"y":354,"width":791,"height":12}},{"id":"1a9f3f02-7610-4611-8f15-acb8dc2754b4","block_type":"box","text":"management practices and, more broadly, the quality of the board’s oversight. We look to the audit or risk committee to","page_number":116,"box":{"x":60,"y":369,"width":838,"height":12}},{"id":"928e1d58-2612-490f-89bd-668f73443554","block_type":"box","text":"periodically review the company’s risk assessment and risk management policies and the significant risks and exposures","page_number":116,"box":{"x":59,"y":384,"width":844,"height":12}},{"id":"b926a22c-c0ac-4863-8a7c-06642f76147d","block_type":"box","text":"identified by management, the internal auditors or the independent auditors, and management’s steps to address them. In","page_number":116,"box":{"x":60,"y":399,"width":857,"height":13}},{"id":"b7c68c87-22ff-4588-a358-c4e3b07cd360","block_type":"box","text":"the absence of detailed disclosures, we may conclude that companies are not adequately managing risk.","page_number":116,"box":{"x":59,"y":414,"width":731,"height":13}},{"id":"98ea9f9a-0509-40cd-a36f-f9c42bb68127","block_type":"box","text":"Capital structure, mergers, acquisitions, asset sales, and other special situations","page_number":116,"box":{"x":59,"y":441,"width":577,"height":12}},{"id":"b2b24533-2c18-49dd-b2c6-12bdb51a2f97","block_type":"box","text":"The capital structure of a company is critical to shareholders as it impacts the value of their investment and the priority of","page_number":116,"box":{"x":59,"y":467,"width":852,"height":13}},{"id":"f738afa1-23b9-41e5-8e5d-2cc961e11f32","block_type":"box","text":"their interest in the company relative to that of other equity or debt investors. Pre-emptive rights are a key protection for","page_number":116,"box":{"x":59,"y":482,"width":841,"height":13}},{"id":"fccaad70-b7cb-4d84-aba4-1d249b1b31f9","block_type":"box","text":"shareholders against the dilution of their interests.","page_number":116,"box":{"x":59,"y":497,"width":351,"height":13}},{"id":"a3952448-31a5-4e89-acd7-68cd68c0e4bd","block_type":"box","text":"In principle, we have concerns with the creation of a share class with equivalent economic exposure and differentiated voting","page_number":116,"box":{"x":60,"y":524,"width":874,"height":12}},{"id":"e196a322-4aaf-4310-9c1e-8927d0fda883","block_type":"box","text":"rights. As a result, BIS generally supports bylaw amendments that introduce the adoption of “one share, one vote” for","page_number":116,"box":{"x":60,"y":539,"width":821,"height":12}},{"id":"e4be609b-54b4-4c9e-8090-00dc2de34a03","block_type":"box","text":"registered shareholders.","page_number":116,"box":{"x":60,"y":554,"width":166,"height":13}},{"id":"0fdfbadd-2e15-4267-aa3b-0ae8495931c9","block_type":"box","text":"However, we recognize that in certain markets, at least for a period of time, companies may have a valid reason for listing","page_number":116,"box":{"x":60,"y":581,"width":844,"height":12}},{"id":"96f23d97-bb5c-4f5b-84da-d8ecdca47c8d","block_type":"box","text":"dual classes of shares with differentiated voting rights. In our view, such companies should review these share class","page_number":116,"box":{"x":59,"y":596,"width":808,"height":12}},{"id":"ec3ebabd-0e69-4c65-8b1e-11b28f4b93b2","block_type":"box","text":"structures on a regular basis or as company circumstances change. Additionally, they should seek shareholder approval of","page_number":116,"box":{"x":59,"y":611,"width":856,"height":12}},{"id":"40494414-39f0-4888-9c98-2b091998d2d6","block_type":"box","text":"their capital structure on a periodic basis via a management proposal at the company’s shareholder meeting. The proposal","page_number":116,"box":{"x":59,"y":626,"width":858,"height":12}},{"id":"2455e7bc-3efb-40c1-99a4-932ce5d0915b","block_type":"box","text":"should give unaffiliated shareholders the opportunity to affirm the current structure or establish mechanisms to end or phase","page_number":116,"box":{"x":59,"y":641,"width":878,"height":12}},{"id":"c585f404-7d65-4e12-a639-b843982026fc","block_type":"box","text":"out controlling structures at the appropriate time, while minimizing costs to shareholders.","page_number":116,"box":{"x":59,"y":656,"width":629,"height":13}},{"id":"e2edc07a-1f26-48b1-b2c1-c1efd9c1fe14","block_type":"box","text":"In assessing mergers, asset sales, or other special situations, BIS’ primary consideration is the long-term financial interests of","page_number":116,"box":{"x":60,"y":683,"width":874,"height":12}},{"id":"eb381138-0993-4640-803b-cdcfac3ac3b8","block_type":"box","text":"our clients as shareholders, and so we will review any proposed transaction with that objective in mind. Typically, we review","page_number":116,"box":{"x":59,"y":698,"width":865,"height":12}},{"id":"ae4f8a72-111a-4f75-9fa2-4f358a098d97","block_type":"box","text":"factors such as whether the proposed transaction has the unanimous support of the board and has been negotiated at arm’s","page_number":116,"box":{"x":59,"y":713,"width":875,"height":12}},{"id":"721c223f-6a35-4f32-893b-74994fb9bad3","block_type":"box","text":"length, and whether the board or management has clearly explained its economic and strategic rationale. We may also seek","page_number":116,"box":{"x":60,"y":728,"width":867,"height":12}},{"id":"0fed3692-f885-4555-a9b9-968f9e00736e","block_type":"box","text":"reassurance from the board that the financial interests of executives and/or board members in a given transaction have not","page_number":116,"box":{"x":60,"y":743,"width":864,"height":12}},{"id":"7b7309d4-8e06-449f-a315-b690a619738e","block_type":"box","text":"adversely affected their ability to place shareholders’ interests before their own. Where the transaction involves related","page_number":116,"box":{"x":59,"y":758,"width":826,"height":13}},{"id":"b1d3f182-e537-4d5c-b352-de3beb921125","block_type":"box","text":"parties, the recommendation to support should come from the independent directors, a best practice in most markets, and","page_number":116,"box":{"x":59,"y":773,"width":862,"height":13}},{"id":"28793d1b-de50-42ec-9a8e-d45eab01f7be","block_type":"box","text":"ideally, the terms should have been assessed through an independent appraisal process. In addition, it is good practice that it","page_number":116,"box":{"x":60,"y":788,"width":873,"height":13}},{"id":"823a8aa1-a463-47ab-abd8-f73f63e99d05","block_type":"box","text":"be approved by a separate vote of the non-conflicted parties.","page_number":116,"box":{"x":60,"y":804,"width":423,"height":12}},{"id":"a1f92e8a-6a19-413e-b680-e9a12887b49e","block_type":"box","text":"(7) Enterprise Risk Management is a process, effected by the entity’s board of directors, management, and other personnel, applied in strategy setti","page_number":116,"box":{"x":59,"y":853,"width":837,"height":10}},{"id":"cd13b35c-598e-47fd-88df-6cb9d6cdc288","block_type":"box","text":"ng and","page_number":116,"box":{"x":898,"y":853,"width":37,"height":10}},{"id":"a017e4a3-1026-49b0-b126-2ec53799a9ff","block_type":"box","text":"across the enterprise, designed to identify potential events that may affect the entity, and manage risk to be within the risk appetite, to provide rea","page_number":116,"box":{"x":92,"y":866,"width":818,"height":10}},{"id":"21019ebe-cabc-4d2d-98d0-b4c04c7677b3","block_type":"box","text":"son","page_number":116,"box":{"x":911,"y":868,"width":24,"height":6}},{"id":"d99df078-b5fd-4820-bccb-3a55110b930c","block_type":"box","text":"able assurance regarding the achievement of objectives. Please see: The Committee of Sponsoring Organizations of the Treadway Commission","page_number":116,"box":{"x":92,"y":879,"width":798,"height":9}},{"id":"3cae0803-e159-48a0-8459-e4f6fa22e5ea","block_type":"box","text":"(COSO), “Enterprise Risk Management,” 2023, accessed in December 2025.","page_number":116,"box":{"x":92,"y":891,"width":422,"height":10}},{"id":"d5b9bbc1-f70a-425b-b166-6808a6eb060a","block_type":"box","text":"A-26","page_number":116,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"16ffe41d-3539-4dfc-8b43-ed5d2acc43d5","block_type":"box","text":"As a matter of sound governance practice, shareholders should have a right to dispose of company shares in the open","page_number":117,"box":{"x":59,"y":67,"width":826,"height":12}},{"id":"ac84a735-811e-4c21-b9d7-64ec437aa0e0","block_type":"box","text":"market without unnecessary restriction. In our view, corporate mechanisms designed to limit shareholders’ ability to sell their","page_number":117,"box":{"x":60,"y":82,"width":877,"height":12}},{"id":"d4eca26c-2f00-4cd4-8bc8-5f2a71f75725","block_type":"box","text":"shares are contrary to basic property rights. Such mechanisms can serve to protect and entrench interests other than those","page_number":117,"box":{"x":59,"y":97,"width":864,"height":12}},{"id":"91b54419-31a2-4bde-8633-46f2c094aba5","block_type":"box","text":"of the shareholders. In our view, shareholders are broadly capable of making decisions in their own best interests. We","page_number":117,"box":{"x":59,"y":112,"width":819,"height":12}},{"id":"f678804c-785d-40cb-bea7-f3aa1a9acfa4","block_type":"box","text":"encourage any shareholder rights plans proposed by a board to be subject to shareholder approval upon introduction and","page_number":117,"box":{"x":59,"y":127,"width":852,"height":12}},{"id":"425d6d9b-131f-45b8-9f61-55f9ff042f91","block_type":"box","text":"periodically thereafter.","page_number":117,"box":{"x":59,"y":142,"width":155,"height":13}},{"id":"a1b541d2-305e-4c93-9d70-b948ab4930c2","block_type":"box","text":"Executive compensation and benefits","page_number":117,"box":{"x":60,"y":169,"width":268,"height":12}},{"id":"563205da-c253-43bd-9315-aef065f6ff18","block_type":"box","text":"Executive compensation is an important tool used by companies to support long-term financial value creation. A well","page_number":117,"box":{"x":60,"y":195,"width":826,"height":12}},{"id":"8153c16a-52b8-435a-8ee2-d5e1fa0f0f8b","block_type":"box","text":"structured compensation policy rewards the successful delivery of strategic, operational, and/or financial goals; encourages","page_number":117,"box":{"x":59,"y":210,"width":867,"height":13}},{"id":"9b965204-e16d-4a15-b0b0-ac4982584a76","block_type":"box","text":"an appropriate risk appetite; and aligns the interests of shareholders and executives through equity ownership.","page_number":117,"box":{"x":59,"y":225,"width":774,"height":13}},{"id":"e9c90d4f-4bbe-4393-80e9-2da37958f293","block_type":"box","text":"(8)","page_number":117,"box":{"x":835,"y":223,"width":14,"height":8}},{"id":"0abc6ec1-e8dd-4322-b37a-31feb87872eb","block_type":"box","text":"We look for a clear link between variable pay and operational and financial performance that support sustained financial","page_number":117,"box":{"x":59,"y":252,"width":839,"height":12}},{"id":"b9c501c4-1abe-4035-a153-a7c7328ce3a9","block_type":"box","text":"value creation for our clients as shareholders. We appreciate when performance targets incorporate ambitious objectives,","page_number":117,"box":{"x":59,"y":267,"width":849,"height":12}},{"id":"17954507-03f3-46a3-a328-4a5a69024694","block_type":"box","text":"and the corresponding metrics are aligned with the company’s strategy and business model. BIS does not have a position on","page_number":117,"box":{"x":59,"y":282,"width":871,"height":12}},{"id":"92fed70f-b4c3-4670-bcde-e7816a20ba25","block_type":"box","text":"whether companies choose to use sustainability-related criteria in compensation structures, but, where they are included, we","page_number":117,"box":{"x":59,"y":297,"width":878,"height":13}},{"id":"848a2f6c-8f64-48c1-83b7-5b53a5d772cf","block_type":"box","text":"look to companies to be as rigorous as they would be in setting other financial or operational targets. We appreciate when","page_number":117,"box":{"x":60,"y":312,"width":853,"height":13}},{"id":"8fcbc225-7288-469f-b68c-fa22aa496687","block_type":"box","text":"long-term incentive plans encompass timeframes that: 1) are distinct from annual executive compensation structures and","page_number":117,"box":{"x":60,"y":327,"width":854,"height":13}},{"id":"f9dbdfbe-d5c9-471b-8d40-0c2b9c0b4e26","block_type":"box","text":"metrics, and 2) encourage the delivery of strong financial results over a period of years.","page_number":117,"box":{"x":60,"y":343,"width":608,"height":12}},{"id":"1ef7a39f-4c9b-4a83-827f-1ca063f6ce7f","block_type":"box","text":"We consider it best practice when board members responsible for designing and approving executive compensation carefully","page_number":117,"box":{"x":59,"y":369,"width":877,"height":12}},{"id":"462820f4-1525-4a4b-ab3f-1cc854a01d70","block_type":"box","text":"consider the company’s specific circumstances. Factors to consider may include the company’s risk profile, the environment","page_number":117,"box":{"x":59,"y":384,"width":870,"height":12}},{"id":"7f32168a-2455-4e70-b0ba-92ad29d9575a","block_type":"box","text":"it operates in, and the individuals the board is trying to attract and retain. We look to the compensation committees to guard","page_number":117,"box":{"x":60,"y":399,"width":871,"height":13}},{"id":"53c2e870-5c25-4d67-bc2c-b9b6233e8dad","block_type":"box","text":"against contractual arrangements that would entitle executives to material compensation for early termination of their","page_number":117,"box":{"x":59,"y":414,"width":831,"height":13}},{"id":"f691996f-abb4-42ec-b8c4-bc5e29a5bda0","block_type":"box","text":"employment. Finally, we look for pension contributions and other deferred compensation arrangements to be reasonable in","page_number":117,"box":{"x":59,"y":429,"width":863,"height":13}},{"id":"05d23dd5-6453-45d4-b9b4-8729a524cddd","block_type":"box","text":"light of market practices or the company’s business and executive compensation strategies.","page_number":117,"box":{"x":60,"y":445,"width":641,"height":12}},{"id":"c5884b57-a94b-4b28-a696-9f32db1a33f2","block_type":"box","text":"We are not supportive of one-off or special bonuses unrelated to company or individual performance. Where discretion has","page_number":117,"box":{"x":59,"y":471,"width":861,"height":12}},{"id":"84a4cb33-a08f-458c-82dd-ad16097dfba0","block_type":"box","text":"been used by the compensation committee, or its equivalent, we appreciate disclosure relating to how and why the discretion","page_number":117,"box":{"x":60,"y":486,"width":878,"height":12}},{"id":"59ce94a3-6ae4-4a3a-abf7-0f0b5e86d2d2","block_type":"box","text":"was used, and how the adjusted outcome is aligned with the interests of shareholders. In addition, we acknowledge that the","page_number":117,"box":{"x":59,"y":501,"width":870,"height":13}},{"id":"bf1424eb-2f7a-4e03-931b-72dd61a88add","block_type":"box","text":"use of peer group evaluation by compensation committees can help ensure competitive pay. However, we encourage","page_number":117,"box":{"x":60,"y":516,"width":817,"height":13}},{"id":"b2a78c64-4593-43d7-9887-e50e01f48f9b","block_type":"box","text":"companies to clearly explain how compensation outcomes have rewarded performance rather than solely base increases in","page_number":117,"box":{"x":59,"y":531,"width":863,"height":13}},{"id":"ded3057b-f9aa-48ff-8fbb-1a72d7240cbd","block_type":"box","text":"total compensation on peer benchmarking.","page_number":117,"box":{"x":59,"y":547,"width":303,"height":12}},{"id":"fe55873f-a578-434c-9ca0-b147c6bbc7fd","block_type":"box","text":"We consider the inclusion of building clawback provisions into incentive plans as good practice. Such provisions could","page_number":117,"box":{"x":59,"y":573,"width":826,"height":12}},{"id":"674f60f0-506c-42ea-a223-0116d8ef7c68","block_type":"box","text":"require executives to forgo awards when compensation was based on faulty financial statements or deceptive business","page_number":117,"box":{"x":60,"y":588,"width":832,"height":13}},{"id":"399c74b7-f6d5-407a-a2d7-e0c673e8a08d","block_type":"box","text":"practices, or when their behavior caused material financial harm to shareholders, material reputational risk to the company,","page_number":117,"box":{"x":59,"y":603,"width":864,"height":13}},{"id":"96b68da3-9d20-4a64-802b-c78c590213d6","block_type":"box","text":"or resulted in a criminal investigation.","page_number":117,"box":{"x":59,"y":618,"width":262,"height":13}},{"id":"f3b2ab42-2776-491d-96ce-95f395c71193","block_type":"box","text":"In our view, non-executive directors should be compensated in a manner that is commensurate with the time and effort","page_number":117,"box":{"x":60,"y":645,"width":839,"height":12}},{"id":"a1d06b28-3fd1-4619-aae3-a5bd9dc37b91","block_type":"box","text":"expended in fulfilling their professional responsibilities. Additionally, these compensation arrangements should not risk","page_number":117,"box":{"x":59,"y":660,"width":833,"height":12}},{"id":"1bd73206-d543-4983-ae53-1d44872c3d3e","block_type":"box","text":"compromising directors’ independence or aligning their interests too closely with those of the management, whom they are","page_number":117,"box":{"x":59,"y":675,"width":869,"height":12}},{"id":"136d372b-751c-435a-8e1d-1873c635371e","block_type":"box","text":"charged with overseeing.","page_number":117,"box":{"x":59,"y":690,"width":175,"height":13}},{"id":"d6bbe653-ae00-4ae0-b871-0f0fac2f99a6","block_type":"box","text":"When assessing compensation proposals, BIS reviews companies’ disclosures to determine whether the board’s approach to","page_number":117,"box":{"x":59,"y":717,"width":872,"height":12}},{"id":"dd61635c-8bee-4109-963e-c34be4c874ac","block_type":"box","text":"executive compensation is rigorous in light of the company’s stated long-term corporate strategy and specific circumstances,","page_number":117,"box":{"x":59,"y":732,"width":879,"height":12}},{"id":"0dbe64e5-5c04-4235-88f2-b83595074951","block_type":"box","text":"as well as local market and policy developments","page_number":117,"box":{"x":59,"y":747,"width":336,"height":12}},{"id":"638d0042-2d7e-43c3-85cd-28671603a389","block_type":"box","text":"When our analysis indicates that executive compensation is misaligned with company performance, BIS may not support","page_number":117,"box":{"x":59,"y":773,"width":849,"height":13}},{"id":"d9010bc8-f301-41ff-a7d9-f5a992d9d170","block_type":"box","text":"management’s proposals to approve compensation, where they are on the agenda. We may also not support members of the","page_number":117,"box":{"x":60,"y":788,"width":877,"height":13}},{"id":"a551e411-1237-4ff8-a7ac-18f36351df19","block_type":"box","text":"compensation committee or equivalent board members for poor compensation practices or structures.","page_number":117,"box":{"x":59,"y":804,"width":722,"height":12}},{"id":"253a6253-a82d-42b7-aa75-3d5e4fa7f70c","block_type":"box","text":"(8) The terms “compensation,” “remuneration,” and “pay” are used interchangeably to describe the same concept in different markets","page_number":117,"box":{"x":59,"y":891,"width":765,"height":10}},{"id":"cdc0cd45-2741-4cfc-8cad-231582c36d14","block_type":"box","text":"A-27","page_number":117,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"21fa13db-19dd-40b9-bac2-3d54a14c8d7e","block_type":"box","text":"Shareholder protections and other corporate","page_number":118,"box":{"x":110,"y":67,"width":777,"height":30}},{"id":"df3734b9-8e40-44aa-95ed-764380c45d0c","block_type":"box","text":"governance matters","page_number":118,"box":{"x":327,"y":103,"width":344,"height":26}},{"id":"57e05ff3-838d-4b0a-b5de-4a97e7fae8ba","block_type":"box","text":"Corporate form","page_number":118,"box":{"x":59,"y":143,"width":111,"height":13}},{"id":"8c2bad43-0692-4c30-ac3c-3d7d04b5c050","block_type":"box","text":"In our view, it is the responsibility of the board to determine the corporate form that is most appropriate given the company’s","page_number":118,"box":{"x":60,"y":170,"width":874,"height":12}},{"id":"015856b1-7a6b-4985-a3ee-30d8828961fd","block_type":"box","text":"purpose and business model.","page_number":118,"box":{"x":59,"y":185,"width":204,"height":12}},{"id":"00adfd31-f958-40b9-a16b-3912b984b27c","block_type":"box","text":"(9)","page_number":118,"box":{"x":265,"y":183,"width":14,"height":8}},{"id":"4b10d234-705b-4a31-90d8-a69b9e06ac99","block_type":"box","text":"We look to companies proposing to change their corporate form to a public benefit","page_number":118,"box":{"x":284,"y":185,"width":583,"height":12}},{"id":"44a729a5-9e9b-48b1-8f4f-fa4ef1cfcf9b","block_type":"box","text":"corporation, or similar entity, to put it to a shareholder vote if not already required to do so under applicable law. We","page_number":118,"box":{"x":59,"y":200,"width":811,"height":12}},{"id":"fae6fe8a-8de8-4b1f-95f0-7b8351ffd55f","block_type":"box","text":"appreciate when supporting documentation from companies or shareholders proposing to alter the corporate form clearly","page_number":118,"box":{"x":59,"y":215,"width":859,"height":13}},{"id":"587328ba-7412-4e5a-8fb2-2b33c655df88","block_type":"box","text":"explains how the interests of shareholders and different stakeholders would be impacted as well as the accountability and","page_number":118,"box":{"x":59,"y":230,"width":852,"height":13}},{"id":"11d01622-ef9e-4107-9654-f2db1990f999","block_type":"box","text":"voting mechanisms that would be available to shareholders. We generally support management proposals if our analysis","page_number":118,"box":{"x":59,"y":246,"width":844,"height":12}},{"id":"6e09c16b-ba86-4d96-866d-307fa4f72687","block_type":"box","text":"indicates that shareholders’ financial interests are adequately protected. Corporate form shareholder proposals are evaluated","page_number":118,"box":{"x":60,"y":261,"width":873,"height":12}},{"id":"7c553600-6c48-458b-83c7-886c282fcb51","block_type":"box","text":"on a case-by-case basis.","page_number":118,"box":{"x":59,"y":276,"width":169,"height":12}},{"id":"bbbc1612-ea72-4bf3-b1f9-25473caddc1c","block_type":"box","text":"Shareholder proposals","page_number":118,"box":{"x":59,"y":302,"width":162,"height":13}},{"id":"2124f0eb-77a4-4e5d-b2bf-2284c647bb3d","block_type":"box","text":"In most markets, shareholders can submit proposals to be voted on at a company’s shareholder meeting, as long as certain","page_number":118,"box":{"x":60,"y":329,"width":861,"height":12}},{"id":"533f86fe-ea31-424e-8056-f751e2c239cc","block_type":"box","text":"requirements are met. Shareholder proposals span a wide range of topics, including governance reforms, capital","page_number":118,"box":{"x":60,"y":344,"width":783,"height":12}},{"id":"543a7893-cd11-4ce0-a003-1275370346d4","block_type":"box","text":"management, and changes in the management or disclosure of sustainability-related risks. These proposals have a varying","page_number":118,"box":{"x":60,"y":359,"width":859,"height":12}},{"id":"026c6123-7362-4d15-8aea-3a9aaccc846b","block_type":"box","text":"degree of relevance for companies across sectors, locations, and business models.","page_number":118,"box":{"x":59,"y":374,"width":575,"height":12}},{"id":"71e3fdd8-bcf2-4967-849c-4dd0ea5bab3b","block_type":"box","text":"BIS takes a case-by-case approach to voting on shareholder proposals and maintains a singular focus on the proposal’s","page_number":118,"box":{"x":60,"y":400,"width":834,"height":13}},{"id":"ca00cda2-042e-4a01-b979-c7f042a3dd82","block_type":"box","text":"implications for long-term financial value creation for shareholders. Our analysis considers whether a shareholder proposal","page_number":118,"box":{"x":60,"y":416,"width":860,"height":12}},{"id":"e79109d9-1c71-487f-ba90-67f232d1ba79","block_type":"box","text":"addresses a material risk that may impact a company’s long-term financial performance. BIS may support shareholder","page_number":118,"box":{"x":59,"y":431,"width":828,"height":12}},{"id":"e2a0b878-a6b5-4f3c-9435-c1e66538525f","block_type":"box","text":"proposals that request disclosures that help us, as long-term investors on behalf of our clients, better understand the","page_number":118,"box":{"x":59,"y":446,"width":819,"height":12}},{"id":"b3bf56a3-569f-409f-b728-de1e352ae659","block_type":"box","text":"material risks and opportunities companies face and how they are managing them, especially where this information is","page_number":118,"box":{"x":60,"y":461,"width":833,"height":12}},{"id":"c19e29a2-f116-42f9-9525-e2fff552cc39","block_type":"box","text":"additive given the company’s existing disclosures. We look for consistency between the specific request formally made in the","page_number":118,"box":{"x":59,"y":476,"width":874,"height":12}},{"id":"7382897a-b427-4cff-93e0-9e6d1bbe7653","block_type":"box","text":"proposal, the supporting documentation, and the proponents’ other communications on the issues. We also assess the","page_number":118,"box":{"x":59,"y":491,"width":834,"height":13}},{"id":"f05aa17d-3ffe-4bc4-8568-4b7040b86194","block_type":"box","text":"company’s practices and disclosures and the costs and benefits to the company of meeting the request made in the","page_number":118,"box":{"x":59,"y":506,"width":811,"height":13}},{"id":"496f8ec8-e926-40ce-bd0c-0e4972acec08","block_type":"box","text":"proposal. We take into consideration a company’s governance practices and disclosures against those of their peers.","page_number":118,"box":{"x":59,"y":521,"width":813,"height":13}},{"id":"a6d7b1f5-eb30-4c85-8834-906820a60c32","block_type":"box","text":"BIS does not support shareholder proposals that we view as inconsistent with long-term financial value or that seek to","page_number":118,"box":{"x":60,"y":548,"width":827,"height":12}},{"id":"94a9e138-b501-4e6e-a2ad-2f7adda5636e","block_type":"box","text":"micromanage companies. We take into consideration the legal effect of the proposal, as shareholder proposals may be","page_number":118,"box":{"x":60,"y":563,"width":828,"height":12}},{"id":"e70af138-0570-403f-a5fa-a0e1d7a53c5a","block_type":"box","text":"advisory or legally binding depending on the jurisdiction, while others may make requests that would be deemed illegal in a","page_number":118,"box":{"x":59,"y":578,"width":864,"height":12}},{"id":"f5f89568-f67d-4ee7-938d-8efa931400ac","block_type":"box","text":"given jurisdiction.","page_number":118,"box":{"x":59,"y":593,"width":122,"height":13}},{"id":"486099be-400c-4678-810e-c24d3a8b5c27","block_type":"box","text":"In our experience, it is helpful when companies disclose the names of the proponent or organization that has submitted or","page_number":118,"box":{"x":60,"y":620,"width":856,"height":12}},{"id":"5ab30241-0d21-42d4-88bb-1f26f7439c7d","block_type":"box","text":"advised on the proposal. We recognize that some shareholder proposals bundle topics and/or specific requests. Further, the","page_number":118,"box":{"x":59,"y":635,"width":866,"height":12}},{"id":"bd8b5d74-c078-4834-ba9a-0a70939d5be3","block_type":"box","text":"proponent’s supporting statement may refer to topics that are not directly related to the request made in the proposal. In","page_number":118,"box":{"x":59,"y":650,"width":847,"height":12}},{"id":"691ea54d-bd69-4966-8130-ff414956c382","block_type":"box","text":"voting on behalf of clients, we must vote yes or no on the proposal as phrased by the proponent. Therefore, when we vote in","page_number":118,"box":{"x":59,"y":665,"width":870,"height":12}},{"id":"c234681b-bf0d-439f-921f-dd945e462cf9","block_type":"box","text":"support of a proposal, we are not necessarily endorsing every element of the proposal or the reasoning, objectives, or","page_number":118,"box":{"x":59,"y":680,"width":821,"height":12}},{"id":"dae5a77e-ec25-4359-9868-feea613e4e36","block_type":"box","text":"supporting statement of the proponent. We may support a proposal for different reasons than those put forth by the","page_number":118,"box":{"x":59,"y":695,"width":814,"height":13}},{"id":"0af06f28-5682-4b53-8fb3-610625724648","block_type":"box","text":"proponent, when we believe that overall it may advance our clients’ long-term financial interests.","page_number":118,"box":{"x":59,"y":710,"width":677,"height":13}},{"id":"caffbeef-10e0-4508-aeef-6f78c613e82e","block_type":"box","text":"BlackRock is subject to certain rules, regulations, agency guidance, and contractual agreements that place restrictions and","page_number":118,"box":{"x":60,"y":737,"width":856,"height":12}},{"id":"01b7b5c4-0e5b-4799-b315-9aea09b3f185","block_type":"box","text":"limitations on how BlackRock can interact with the companies in which we invest on behalf of our clients. BlackRock does","page_number":118,"box":{"x":60,"y":752,"width":852,"height":12}},{"id":"e485da72-fe1d-48ec-a4cc-5da2ed1d94b7","block_type":"box","text":"not nominate directors for board elections or submit shareholder proposals to companies. Non-compliance with these","page_number":118,"box":{"x":60,"y":767,"width":828,"height":12}},{"id":"044a8f42-874b-48e8-b8aa-31fba16e621a","block_type":"box","text":"requirements could adversely affect BlackRock’s ability to serve its clients’ interests.","page_number":118,"box":{"x":60,"y":782,"width":582,"height":13}},{"id":"c75325cd-4553-4826-b03e-26a4301737bc","block_type":"box","text":"(9) Corporate form refers to the legal structure by which a business is organized.","page_number":118,"box":{"x":59,"y":891,"width":462,"height":10}},{"id":"5d7ffe16-1814-4d9d-ad66-ab184a6122f5","block_type":"box","text":"A-28","page_number":118,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"a34bd9c9-090c-4cc8-afe8-8e456d6f73cd","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":119,"box":{"x":59,"y":67,"width":387,"height":12}},{"id":"3671449e-b160-4549-aff6-235412be9df8","block_type":"box","text":"Appropriate oversight of material risks and opportunities, including material sustainability-related risks and opportunities, is","page_number":119,"box":{"x":59,"y":93,"width":868,"height":12}},{"id":"5fde3213-67d4-4340-b7ae-8ec818200ab2","block_type":"box","text":"an important component of having an effective governance framework that supports durable, long-term financial value","page_number":119,"box":{"x":59,"y":108,"width":836,"height":13}},{"id":"52276ced-ec74-41fa-b305-7146e7ee86a3","block_type":"box","text":"creation.","page_number":119,"box":{"x":59,"y":124,"width":60,"height":9}},{"id":"632f607c-dc7b-457b-b6f2-f458cd556d5e","block_type":"box","text":"(10)","page_number":119,"box":{"x":121,"y":121,"width":20,"height":8}},{"id":"e5d8c9ae-17aa-4638-8839-b2fc2cdf9b86","block_type":"box","text":"We look to companies to provide robust disclosure that allows investors to effectively evaluate companies’ strategy and","page_number":119,"box":{"x":59,"y":150,"width":834,"height":12}},{"id":"0fcc8513-77ab-4e33-bc65-0d5c308869a5","block_type":"box","text":"business practices related to material sustainability-related risks and opportunities. We find it helpful when companies’","page_number":119,"box":{"x":60,"y":165,"width":830,"height":12}},{"id":"3ed2a410-aabd-4ba1-8689-a469fe2bf3cb","block_type":"box","text":"disclosures demonstrate that they have a resilient business model that integrates material sustainability-related risks and","page_number":119,"box":{"x":59,"y":180,"width":846,"height":12}},{"id":"5c2ed326-28e7-4f09-a47e-2b620933ab01","block_type":"box","text":"opportunities into their strategy, risk management, and metrics and targets, including industry-specific metrics.","page_number":119,"box":{"x":59,"y":195,"width":781,"height":12}},{"id":"8f9c0445-0813-4359-84cd-7642d5bc6a0b","block_type":"box","text":"Standardized disclosure of sustainability-related data supports investors in making informed decisions. The International","page_number":119,"box":{"x":59,"y":222,"width":843,"height":12}},{"id":"0c052eb9-76ed-4eee-9338-0fed63f3fbc7","block_type":"box","text":"Sustainability Standards Board (ISSB) standards, IFRS S1 and S2, represent one such approach to standardization that we find","page_number":119,"box":{"x":59,"y":237,"width":878,"height":12}},{"id":"b402849d-bc25-4741-bdc3-69bbf0304b34","block_type":"box","text":"useful in our analysis.","page_number":119,"box":{"x":60,"y":252,"width":149,"height":12}},{"id":"2c6296b8-7bcc-4149-b930-b557f549430e","block_type":"box","text":"(11)","page_number":119,"box":{"x":211,"y":250,"width":20,"height":8}},{"id":"f844338f-7d1e-4319-b2cc-9bbb1eb3d344","block_type":"box","text":"However, we do not mandate any specific disclosure framework companies should use, and","page_number":119,"box":{"x":237,"y":252,"width":641,"height":12}},{"id":"60d3a99e-af20-446e-8e7a-9d8560cf624e","block_type":"box","text":"recognize that companies may report using different standards, some of which may be required by regulation. In such cases,","page_number":119,"box":{"x":60,"y":267,"width":869,"height":12}},{"id":"9ad9c08e-94a4-40fd-bf7a-0ce1326550bb","block_type":"box","text":"we ask that companies highlight the metrics that are industry- or company-specific.","page_number":119,"box":{"x":59,"y":282,"width":588,"height":12}},{"id":"c3e8cad4-54c7-4c2f-b490-1e58142322e0","block_type":"box","text":"We also recognize that companies may be phasing in reporting over several years. We do not prescribe timelines regarding","page_number":119,"box":{"x":59,"y":308,"width":855,"height":13}},{"id":"8ae4f64c-2596-4618-b15c-f9c7638957b5","block_type":"box","text":"when companies should make sustainability-related disclosures but appreciate it when companies produce them sufficiently","page_number":119,"box":{"x":59,"y":324,"width":874,"height":12}},{"id":"753f3703-4289-45c0-bd67-b6536fc6e2d5","block_type":"box","text":"in advance of their shareholder meeting, to the best of their abilities, to provide investors with time to assess the data and","page_number":119,"box":{"x":60,"y":339,"width":850,"height":12}},{"id":"19c7cf26-3c5a-4bcc-a422-0a5f67a09584","block_type":"box","text":"make informed voting decisions.","page_number":119,"box":{"x":60,"y":354,"width":226,"height":12}},{"id":"4145d787-37b4-47a0-abfd-bfbca511a372","block_type":"box","text":"Industry initiatives on managing specific operational risks may also provide useful guidance to companies on best practices","page_number":119,"box":{"x":60,"y":380,"width":863,"height":13}},{"id":"80784c57-731c-40b3-abd4-30613fc2424d","block_type":"box","text":"and disclosures. While not a voting item, we find it helpful to our understanding of investment risk when companies disclose","page_number":119,"box":{"x":59,"y":395,"width":872,"height":13}},{"id":"b540a22e-eac9-4b9e-8709-a8412fd1f008","block_type":"box","text":"any relevant global sustainability-related standards adopted, the industry initiatives in which they participate, any peer group","page_number":119,"box":{"x":59,"y":411,"width":872,"height":12}},{"id":"099a90b8-ab5e-41c1-af08-538f0ce29f71","block_type":"box","text":"benchmarking undertaken, and any assurance processes to help investors understand their approach to sustainable and","page_number":119,"box":{"x":60,"y":426,"width":841,"height":12}},{"id":"7e24d8d6-5a26-4cb6-acb5-3208fd472a04","block_type":"box","text":"responsible business practices.","page_number":119,"box":{"x":60,"y":441,"width":214,"height":12}},{"id":"47e18294-4da1-4268-ad43-e6a8443e4099","block_type":"box","text":"Climate and nature-related risk","page_number":119,"box":{"x":76,"y":467,"width":224,"height":10}},{"id":"19399d88-0d69-4ab5-ae99-02d33e1b92fe","block_type":"box","text":"Many companies are assessing how to navigate the low-carbon transition while delivering long-term financial value to","page_number":119,"box":{"x":59,"y":494,"width":828,"height":12}},{"id":"ca9e727f-0118-4191-9704-93dfd3e96fac","block_type":"box","text":"investors. For companies facing material climate-related risks, we find it helpful when they publicly disclose, consistent with","page_number":119,"box":{"x":60,"y":509,"width":865,"height":12}},{"id":"5cbb9b2b-c0ad-48ac-b342-450436589005","block_type":"box","text":"their business model and sector, how they intend to deliver long-term financial performance through the low-carbon","page_number":119,"box":{"x":59,"y":524,"width":818,"height":12}},{"id":"1a681d69-c5d7-41c8-ac28-1b88a48db35a","block_type":"box","text":"transition, including where available, their transition plan.","page_number":119,"box":{"x":59,"y":539,"width":400,"height":12}},{"id":"3d6665d7-1889-4bc7-8a9c-1a7dab4c8a86","block_type":"box","text":"(12), (13)","page_number":119,"box":{"x":461,"y":537,"width":49,"height":8}},{"id":"01a6f317-f170-428b-9920-9c289360147d","block_type":"box","text":"From company disclosures and engagement, we seek to","page_number":119,"box":{"x":516,"y":539,"width":393,"height":12}},{"id":"ef130049-92d3-47d3-91b8-82809a898c90","block_type":"box","text":"understand the strategies companies have in place to manage material risks to, and opportunities for, their long-term","page_number":119,"box":{"x":60,"y":554,"width":820,"height":13}},{"id":"4929e873-c20f-46fe-b3e0-53fc236c5f1b","block_type":"box","text":"business model associated with a range of climate-related scenarios.","page_number":119,"box":{"x":60,"y":569,"width":480,"height":13}},{"id":"9e8d9778-2710-4b98-b1c5-15c8065de11c","block_type":"box","text":"Recognizing the value of these disclosures, certain markets such as the European Union mandate large companies to disclose","page_number":119,"box":{"x":60,"y":596,"width":878,"height":12}},{"id":"045f90d5-a639-42a6-9a0f-a4abbea9c978","block_type":"box","text":"such climate-related financial information, while in other jurisdictions these disclosures are viewed as best practice in the","page_number":119,"box":{"x":59,"y":611,"width":848,"height":12}},{"id":"b95a3808-4a53-4041-a2b2-838b2f296bb2","block_type":"box","text":"market.","page_number":119,"box":{"x":60,"y":626,"width":51,"height":10}},{"id":"1f6e0ee3-8672-4a49-9387-d70e2676edfe","block_type":"box","text":"(10) By material sustainability-related risks and opportunities, we mean the drivers of risk and financial value creation in a company’s business mo","page_number":119,"box":{"x":59,"y":682,"width":825,"height":10}},{"id":"39d6a681-f2f6-4331-a64a-1d1b343e449b","block_type":"box","text":"del that","page_number":119,"box":{"x":885,"y":682,"width":42,"height":8}},{"id":"62445f65-644e-4af9-af81-2f6ec2aeae8e","block_type":"box","text":"have an environmental or social dependency or impact. Examples of environmental issues include, but are not limited to, water use, land use, waste","page_number":119,"box":{"x":92,"y":695,"width":826,"height":10}},{"id":"611bf340-4384-4e5b-8c41-5929559c70b0","block_type":"box","text":"management, and climate risk. Examples of social issues include, but are not limited to, human capital management, impacts on the communities in","page_number":119,"box":{"x":92,"y":707,"width":832,"height":10}},{"id":"f7e93aec-442b-4169-92c4-c8db91813f40","block_type":"box","text":"which a company operates, customer loyalty, and relationships with regulators.","page_number":119,"box":{"x":91,"y":720,"width":443,"height":10}},{"id":"7c3e644d-5215-4a87-8043-4b23460bda75","block_type":"box","text":"(11) The ISSB is an independent standard-setting body within the International Financial Reporting Standards (IFRS) Foundation. The standards bui","page_number":119,"box":{"x":59,"y":735,"width":831,"height":10}},{"id":"4c341f3f-96f9-4363-87bc-b376e0a7d2b5","block_type":"box","text":"ld on","page_number":119,"box":{"x":892,"y":735,"width":27,"height":8}},{"id":"a0f5bf67-e56c-4d83-baf9-3377c47badb6","block_type":"box","text":"the Task Force on Climate-related Financial Disclosures (TCFD) framework and the standards and metrics developed by the Sustainability Accounting","page_number":119,"box":{"x":91,"y":748,"width":839,"height":9}},{"id":"3a992d85-031c-43eb-bf92-dcfcc612c931","block_type":"box","text":"Standards Board (SASB), which have both converged under the ISSB. Please refer to the IFRS website to learn more about the framework and stan","page_number":119,"box":{"x":92,"y":760,"width":821,"height":10}},{"id":"ee5383da-40f5-40ec-868f-35eff8128866","block_type":"box","text":"dards S1 “General Requirements for Disclosure of Sustainability-related Financial Information” and S2 “Climate-related Disclosures.” Websites","page_number":119,"box":{"x":92,"y":773,"width":794,"height":10}},{"id":"3a216188-25c0-40f2-9a42-25a63b403110","block_type":"box","text":"accessed in December 2025.","page_number":119,"box":{"x":92,"y":785,"width":159,"height":8}},{"id":"95c0cf15-c524-4079-b4e3-15258a6f8aa7","block_type":"box","text":"(12) We have observed that more companies are developing such plans, and public policymakers in certain markets are signaling their intentions to req","page_number":119,"box":{"x":59,"y":800,"width":852,"height":10}},{"id":"4587d30d-2c23-403f-8833-e8e76493e168","block_type":"box","text":"uire","page_number":119,"box":{"x":913,"y":801,"width":20,"height":7}},{"id":"671a134f-6f9c-47c2-879a-ba3274fe2534","block_type":"box","text":"them or already have requirements in place, such as Australia, Brazil, and the European Union (please see the International Transition Plan Network fo","page_number":119,"box":{"x":91,"y":813,"width":832,"height":10}},{"id":"ff67d708-e5fa-44e1-aa15-c55125fcd975","block_type":"box","text":"for","page_number":119,"box":{"x":923,"y":816,"width":11,"height":5}},{"id":"e7c1456a-4588-44ba-ada9-fa5a2e3e895d","block_type":"box","text":"information). We view transition plans as a method for a company to both internally assess and externally communicate its long-term strategy, ambi","page_number":119,"box":{"x":92,"y":826,"width":837,"height":10}},{"id":"69639fdc-e5bb-454d-9539-6300238b3e5e","block_type":"box","text":"tion, objectives, and actions to create financial value through the global transition towards a low-carbon economy. Across the landscape there rema","page_number":119,"box":{"x":91,"y":838,"width":828,"height":10}},{"id":"c887af93-451c-4383-a57f-1d1d242730d0","block_type":"box","text":"ins","page_number":119,"box":{"x":920,"y":839,"width":15,"height":7}},{"id":"1f1c0691-fb0e-45ee-8d44-262f3a691277","block_type":"box","text":"divergence on the objectives of such plans and the details they should contain. While transition plans can be helpful disclosure, BIS does not make the","page_number":119,"box":{"x":92,"y":851,"width":840,"height":10}},{"id":"9924c1cb-0c66-47d0-85d5-e45dd8a2fc15","block_type":"box","text":"preparation and production of transition plans a voting issue. BIS may engage companies that have chosen to publish a transition plan to understand","page_number":119,"box":{"x":92,"y":863,"width":835,"height":10}},{"id":"798638ec-b628-4b1c-a5ea-d0bbd8f100eb","block_type":"box","text":"their planned actions and resource implications. Website accessed in December 2025.","page_number":119,"box":{"x":91,"y":876,"width":481,"height":10}},{"id":"180d259e-eed8-44e5-9544-52177701495b","block_type":"box","text":"(13) For more information, please see our commentary “Climate-related risks and a low-carbon transition,” December 2025.","page_number":119,"box":{"x":59,"y":891,"width":701,"height":10}},{"id":"11f57995-acc0-4a92-bb20-56f151a88ca2","block_type":"box","text":"A-29","page_number":119,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"68d04715-41da-46cb-b614-3f99fdc1cd59","block_type":"box","text":"The ISSB standards provide one such framework that can assist investors in assessing company-specific climate-related risks","page_number":120,"box":{"x":59,"y":67,"width":875,"height":12}},{"id":"6d71325f-66bf-441d-a545-85d2d8af5a8b","block_type":"box","text":"and opportunities, and informing investment decisions. Such disclosures also provide investors with insights into how","page_number":120,"box":{"x":59,"y":82,"width":825,"height":12}},{"id":"a7b4b618-5ddb-42b5-a992-d909a2c240c8","block_type":"box","text":"companies are managing the risks associated with a transition to a low-carbon economy by managing their own carbon","page_number":120,"box":{"x":59,"y":97,"width":842,"height":12}},{"id":"470ff75c-4290-45bf-9b4c-2f1f7991c1b7","block_type":"box","text":"emissions or emissions intensities to the extent financially practicable.","page_number":120,"box":{"x":59,"y":112,"width":491,"height":12}},{"id":"c7b39149-95d3-4507-bcf3-4e5c993389ad","block_type":"box","text":"The ISSB standards, for example, contemplate disclosures on how companies are setting short-, medium- and long-term","page_number":120,"box":{"x":59,"y":138,"width":846,"height":13}},{"id":"4a9ebd23-59b3-4e43-baf7-1d3b40c6c07a","block_type":"box","text":"targets, ideally science-based where these are available for their sector, for scope 1 and 2 greenhouse gas emissions (GHG)","page_number":120,"box":{"x":59,"y":154,"width":860,"height":12}},{"id":"81bd0698-400a-4329-81e7-8e0908127cb7","block_type":"box","text":"reductions and to demonstrate how their targets are consistent with the long-term financial interests of their investors.","page_number":120,"box":{"x":60,"y":169,"width":832,"height":12}},{"id":"213fccfa-f482-46cb-92e7-b8ea01b074bc","block_type":"box","text":"While we recognize that regulators in some markets are moving to mandate certain disclosures, at this stage, we view scope","page_number":120,"box":{"x":59,"y":195,"width":870,"height":12}},{"id":"c221a65b-dc80-4dba-ad01-2ca3d8575aa0","block_type":"box","text":"3 emissions differently from scopes 1 and 2, given methodological complexity, regulatory uncertainty, concerns about","page_number":120,"box":{"x":59,"y":210,"width":825,"height":13}},{"id":"18fe4a6f-2dc4-4dd0-85d1-fd253e9f94ab","block_type":"box","text":"double-counting, and lack of direct control by companies. We welcome disclosures and commitments that companies","page_number":120,"box":{"x":59,"y":225,"width":828,"height":13}},{"id":"ad61ba47-4f42-49bc-b488-02b3f84f0e2c","block_type":"box","text":"choose to make regarding material scope 3 emissions and recognize that these are provided on a good-faith basis as","page_number":120,"box":{"x":59,"y":240,"width":817,"height":13}},{"id":"256a495f-23d6-494e-a780-4362f11f92e9","block_type":"box","text":"methodology develops.","page_number":120,"box":{"x":60,"y":256,"width":162,"height":12}},{"id":"7b0da826-44b6-4ba3-a813-ca98ea5d468d","block_type":"box","text":"In addition to climate-related risks and opportunities, for companies whose strategies, operations or supply chains are","page_number":120,"box":{"x":60,"y":282,"width":826,"height":12}},{"id":"496dec5e-ed01-4215-bf3c-277bc48d5f73","block_type":"box","text":"materially reliant on natural capital, nature-related risks and opportunities may affect their ability to generate long-term","page_number":120,"box":{"x":60,"y":297,"width":835,"height":13}},{"id":"2c26938b-6fc1-4c4f-886a-0ed645822391","block_type":"box","text":"financial returns.","page_number":120,"box":{"x":59,"y":312,"width":116,"height":10}},{"id":"11caea68-7cf3-4ddc-b33b-351e5d6e7cbc","block_type":"box","text":"(14)","page_number":120,"box":{"x":177,"y":310,"width":20,"height":8}},{"id":"97b4909f-8dff-4022-8f0b-2ad4d600f619","block_type":"box","text":"For these companies, we rely on disclosures to understand how their strategies consider nature-related","page_number":120,"box":{"x":203,"y":312,"width":722,"height":13}},{"id":"525e670c-d5cd-4e7c-946e-79c5e2a84e64","block_type":"box","text":"impacts and dependencies and to assess how the board oversees these risks.","page_number":120,"box":{"x":60,"y":327,"width":538,"height":13}},{"id":"c130178b-450b-4817-b36b-0fc069665236","block_type":"box","text":"(15)","page_number":120,"box":{"x":600,"y":325,"width":20,"height":8}},{"id":"ddfecb72-de85-4f44-9676-bb49b0787aac","block_type":"box","text":"Companies’ impact on their workforce, supply chains, and communities","page_number":120,"box":{"x":76,"y":354,"width":519,"height":12}},{"id":"a22af52a-ef94-4f9a-86c2-27b40ba111e8","block_type":"box","text":"Companies determine their key stakeholders based on what is material to their business and long-term financial","page_number":120,"box":{"x":59,"y":380,"width":784,"height":13}},{"id":"edb051f5-b1d4-4ffc-aeb8-3c8133cdd66c","block_type":"box","text":"performance. For many companies, key stakeholders include employees, business supply chains, clients and consumers,","page_number":120,"box":{"x":59,"y":395,"width":842,"height":13}},{"id":"cd542e7f-6bae-4e00-ad86-5782ebaa56fb","block_type":"box","text":"regulators, and the communities in which they operate.","page_number":120,"box":{"x":60,"y":411,"width":387,"height":12}},{"id":"a026c00a-1469-4e27-81fb-9d934482387f","block_type":"box","text":"In our experience, companies that invest in the relationships that are critical to their strategic objectives are more likely to","page_number":120,"box":{"x":60,"y":437,"width":847,"height":12}},{"id":"42e21841-cf51-4e18-b012-7b45a435ab24","block_type":"box","text":"deliver durable, long-term financial performance. By contrast, we have found that poor relationships may create adverse","page_number":120,"box":{"x":59,"y":452,"width":840,"height":12}},{"id":"cf9797f7-8448-4940-bc94-e5fbaf4ebcd1","block_type":"box","text":"impacts that could expose companies to legal, regulatory, operational, and reputational risks. This is particularly relevant to a","page_number":120,"box":{"x":60,"y":467,"width":872,"height":13}},{"id":"bc32abb0-138d-484c-90fd-9c91389887a1","block_type":"box","text":"company’s workforce, which is central to long-term financial value creation.","page_number":120,"box":{"x":59,"y":482,"width":531,"height":13}},{"id":"f56a3035-7da8-47e7-849f-e59be9b1d41e","block_type":"box","text":"(16)","page_number":120,"box":{"x":592,"y":480,"width":20,"height":8}},{"id":"73b16fd7-1ab1-43d3-8038-f68b6fa42e44","block_type":"box","text":"As a long-term shareholder on behalf of our clients, we find it helpful when companies disclose how they have identified","page_number":120,"box":{"x":59,"y":509,"width":843,"height":12}},{"id":"15b5be78-544e-403f-ab41-e7e575ce001c","block_type":"box","text":"their key stakeholders and considered their interests in business decision-making. In addition to understanding broader","page_number":120,"box":{"x":59,"y":524,"width":836,"height":12}},{"id":"75effb8f-37f4-4178-b31d-e456e4a3df11","block_type":"box","text":"stakeholder relationships, BIS finds it helpful when companies discuss how they consider the needs of their workforce today,","page_number":120,"box":{"x":59,"y":539,"width":871,"height":12}},{"id":"a06f5ab6-3d0b-46e2-960b-52aaef8d41b4","block_type":"box","text":"and the skills required for their future business strategy. We are also interested in understanding how the board monitors and","page_number":120,"box":{"x":59,"y":554,"width":875,"height":13}},{"id":"e3ea309a-fb9e-4479-b01f-f7d136dc77f5","block_type":"box","text":"engages on these matters, given it is well positioned to ensure that the approach taken by management is informed by and","page_number":120,"box":{"x":59,"y":569,"width":861,"height":13}},{"id":"55b193c2-9815-4d1e-9425-96dbcd2f89d0","block_type":"box","text":"aligns with the company’s strategy. BIS does not direct a company’s policies or practices, which are the responsibility of","page_number":120,"box":{"x":59,"y":584,"width":837,"height":13}},{"id":"bb65c56b-7083-4aa2-b375-cf59b0129208","block_type":"box","text":"management and the board.","page_number":120,"box":{"x":60,"y":600,"width":198,"height":12}},{"id":"df90fbfc-46ea-423f-a4e3-69dffbba6da3","block_type":"box","text":"In addition, we find it helpful when companies disclose their approach to addressing material adverse impacts that could","page_number":120,"box":{"x":60,"y":626,"width":844,"height":12}},{"id":"9c483cef-a037-4b4a-8c57-34583bda2459","block_type":"box","text":"arise from their business practices and affect critical relationships with their stakeholders. We encourage companies to","page_number":120,"box":{"x":59,"y":641,"width":830,"height":12}},{"id":"62873857-d867-45b3-87c9-210e273ba985","block_type":"box","text":"implement, to the extent appropriate, monitoring processes (often referred to as due diligence) to identify and mitigate","page_number":120,"box":{"x":60,"y":656,"width":833,"height":13}},{"id":"8f225fd7-513d-4b49-976c-c21dc54152df","block_type":"box","text":"potential adverse impacts and grievance mechanisms to remediate any actual adverse material impacts.","page_number":120,"box":{"x":59,"y":671,"width":728,"height":13}},{"id":"9ee6bf71-11a7-4e1e-a899-d2cea139f1f9","block_type":"box","text":"We look to boards to oversee management’s approach to addressing material risks related to key stakeholders and may","page_number":120,"box":{"x":59,"y":698,"width":837,"height":12}},{"id":"f2f3e9a8-9919-46ce-b2e5-82b698f06bde","block_type":"box","text":"convey concerns about board oversight in our voting on director elections or supporting a business relevant shareholder","page_number":120,"box":{"x":59,"y":713,"width":843,"height":12}},{"id":"bc6c13ca-b569-4ba6-80b3-146fca948ef5","block_type":"box","text":"proposal when, in our assessment, the board is not acting in shareholders’ long-term financial interests.","page_number":120,"box":{"x":59,"y":728,"width":726,"height":12}},{"id":"cf358a1d-633e-49bc-8f3b-acb45cabe81f","block_type":"box","text":"BlackRock’s oversight of its investment stewardship activities","page_number":120,"box":{"x":60,"y":754,"width":441,"height":13}},{"id":"9dc977a3-2f19-4721-9d79-5c81ea05429c","block_type":"box","text":"BIS’ governance structure supports oversight and accountability of stewardship-related activities on behalf of clients at the","page_number":120,"box":{"x":60,"y":781,"width":858,"height":12}},{"id":"6b92bdc7-4f21-482b-b036-0bfbcd4a2087","block_type":"box","text":"global and regional level.","page_number":120,"box":{"x":59,"y":796,"width":172,"height":12}},{"id":"5af8e896-a43f-45d2-8103-40e231a9f0f4","block_type":"box","text":"(14) For more information, please see our commentary “Our approach to engagement on natural capital,” December 2025.","page_number":120,"box":{"x":59,"y":823,"width":695,"height":10}},{"id":"c2f0daa1-6724-41e4-b3a1-557218c2147f","block_type":"box","text":"(15) Given the growing awareness of the materiality of these issues for certain businesses, enhanced reporting on a company’s natural capital depend","page_number":120,"box":{"x":59,"y":838,"width":845,"height":10}},{"id":"db668d6d-6c85-413b-8ce0-1b4af083fd14","block_type":"box","text":"en","page_number":120,"box":{"x":906,"y":841,"width":17,"height":5}},{"id":"feccdf28-6340-4012-a812-5651b75eb2e3","block_type":"box","text":"cies and impacts would aid investors’ understanding. The recommendations of the Taskforce on Nature-related Financial Disclosures (TNFD) may","page_number":120,"box":{"x":92,"y":851,"width":818,"height":10}},{"id":"0e559ad1-c8fd-4f2d-ae92-6597e84cdf69","block_type":"box","text":"prove useful to some companies. We recognize that some companies may report using different standards, which may be required by regulation, or","page_number":120,"box":{"x":92,"y":863,"width":825,"height":10}},{"id":"ee476b48-c64a-48b3-b771-078a9a9f423d","block_type":"box","text":"one of a number of other private sector standards. TNFD-aligned reporting is not a voting issue. Website accessed in December 2025.","page_number":120,"box":{"x":92,"y":876,"width":747,"height":10}},{"id":"b4be9913-d6de-489a-8b09-ca44eff3376f","block_type":"box","text":"(16) For more information, please see our commentary “Our approach to engagement on human capital management,” December 2025.","page_number":120,"box":{"x":59,"y":891,"width":774,"height":10}},{"id":"b3ae1c92-b935-4c50-8598-986f098b6686","block_type":"box","text":"A-30","page_number":120,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"c79b7900-5634-449c-9044-f5db6c8bb583","block_type":"box","text":"At the top of this governance structure, the risk-focused BIS Global Oversight Committee (the Committee) supports BIS’","page_number":121,"box":{"x":59,"y":67,"width":840,"height":12}},{"id":"afbb1987-a93c-4bef-8964-4fd40c70f91d","block_type":"box","text":"regulatory responsibilities in relation to proxy voting, including adherence to policies and procedures as well as market-level","page_number":121,"box":{"x":60,"y":82,"width":864,"height":12}},{"id":"f0d2e402-ab1d-4f9f-95c2-e3e4d748f7ba","block_type":"box","text":"stewardship requirements. The Committee reviews and approves amendments to the Global Principles and regional voting","page_number":121,"box":{"x":59,"y":97,"width":858,"height":12}},{"id":"f32de868-1fac-46eb-aeeb-70160dc80c88","block_type":"box","text":"guidelines. The Committee also reviews periodic reports regarding the votes cast by BIS on behalf of clients, as well as","page_number":121,"box":{"x":59,"y":112,"width":824,"height":12}},{"id":"bc30599b-010d-453f-9006-ae0a2faaa909","block_type":"box","text":"updates on material process issues, procedural changes, and other risk oversight considerations. The Committee is chaired","page_number":121,"box":{"x":60,"y":127,"width":860,"height":12}},{"id":"041ece57-f16b-4d48-8a07-227fb0615fe7","block_type":"box","text":"by the Global Heads of the Investment Stewardship function and its members include senior BlackRock executives with legal,","page_number":121,"box":{"x":60,"y":142,"width":873,"height":13}},{"id":"27246e3b-f7b7-46a4-a71f-1f0dc4af54c4","block_type":"box","text":"risk, and other experience relevant to team oversight who are independent from the investment stewardship function.","page_number":121,"box":{"x":60,"y":157,"width":824,"height":13}},{"id":"c9db17e3-a262-48d7-9832-6b0949a70930","block_type":"box","text":"The Global Heads have primary oversight of BIS’ activities globally, including voting in accordance with the Global Principles","page_number":121,"box":{"x":59,"y":184,"width":865,"height":12}},{"id":"9a9f714d-dd5c-4adc-b291-fdcabae480de","block_type":"box","text":"and regional voting guidelines. At the regional level, three regional Heads for the Americas, APAC, and EMEA oversee BIS’","page_number":121,"box":{"x":59,"y":199,"width":845,"height":12}},{"id":"a7b735f5-5a31-4d18-9bad-77bdb4227672","block_type":"box","text":"activities for their specific markets.","page_number":121,"box":{"x":59,"y":214,"width":242,"height":12}},{"id":"39e18f40-eb5e-466c-8ad4-c356723cd9ca","block_type":"box","text":"Vote execution","page_number":121,"box":{"x":59,"y":241,"width":107,"height":9}},{"id":"5b43aa44-d900-4b2f-9892-c90e72d1386b","block_type":"box","text":"BIS votes proxies on behalf of index equity funds and accounts when authorized by our clients. We have processes in place to","page_number":121,"box":{"x":60,"y":267,"width":874,"height":12}},{"id":"980b1756-a060-4566-9717-54fdd02e708a","block_type":"box","text":"consider all proxies for which we have voting authority, and submit voting decisions, or refrain from voting when logistical","page_number":121,"box":{"x":59,"y":282,"width":853,"height":12}},{"id":"6b2e0dd0-2e01-46c1-9b45-f91d3f544726","block_type":"box","text":"issues arise (see below). The BIS Benchmark Policies – and the vote decisions made consistent with those policies – reflect","page_number":121,"box":{"x":60,"y":297,"width":855,"height":13}},{"id":"f98adc0f-08d5-4ffb-a301-9ab339edfb25","block_type":"box","text":"our reasonable and independent judgment and are made without regard to the relationship between the issuer of the proxy","page_number":121,"box":{"x":59,"y":312,"width":866,"height":13}},{"id":"7060babd-c8c8-4fe9-aa99-57d786fcc53b","block_type":"box","text":"(or any shareholder proponent or dissident shareholder) and the Fund, the Fund’s affiliates (if any), BlackRock or BlackRock’s","page_number":121,"box":{"x":60,"y":327,"width":874,"height":13}},{"id":"b3beba4f-5c47-4b8e-a357-231ae61ea997","block_type":"box","text":"affiliates, or BlackRock employees (see “Conflicts management policies and procedures,” below).","page_number":121,"box":{"x":59,"y":343,"width":677,"height":12}},{"id":"fd89cef7-241d-4c8e-8555-12e7be899995","block_type":"box","text":"In certain markets, proxy voting involves logistical issues which can affect BIS’ ability to vote, as well as the cost of voting","page_number":121,"box":{"x":60,"y":369,"width":843,"height":12}},{"id":"a1f7f7a3-01ac-45c4-adf4-c73ab21f19ff","block_type":"box","text":"such proxies on behalf of our clients. These issues include, but are not limited to: 1) untimely notice of shareholder meetings;","page_number":121,"box":{"x":59,"y":384,"width":876,"height":12}},{"id":"3af45d5f-154f-4b9e-8bb4-bb9df55556ae","block_type":"box","text":"2) restrictions on a foreigner’s ability to exercise votes; 3) requirements to vote proxies in person; 4) “share-blocking”","page_number":121,"box":{"x":59,"y":399,"width":819,"height":13}},{"id":"0ace7c51-9e1b-45a9-8ba8-3d38bd49a8a8","block_type":"box","text":"(requirements that investors who exercise their voting rights surrender the right to dispose of their holdings from the point at","page_number":121,"box":{"x":60,"y":414,"width":877,"height":13}},{"id":"9624eeab-8ccc-45b5-b623-404cc2929c5d","block_type":"box","text":"which votes are submitted until after the after the shareholder meeting has occurred); 5) potential difficulties in translating","page_number":121,"box":{"x":59,"y":429,"width":859,"height":13}},{"id":"5b2371a6-4b20-417d-9a58-51b691e2cb57","block_type":"box","text":"the proxy; 6) regulatory constraints; and 7) requirements to provide local agents with powers of attorney to facilitate voting","page_number":121,"box":{"x":59,"y":445,"width":863,"height":12}},{"id":"0b8c065d-a9f8-493c-b247-90adff572371","block_type":"box","text":"instructions. We are not supportive of impediments to the exercise of voting rights such as share-blocking or overly","page_number":121,"box":{"x":60,"y":460,"width":807,"height":12}},{"id":"61401641-677c-43f0-a5c8-66b6f34dbd38","block_type":"box","text":"burdensome administrative requirements.","page_number":121,"box":{"x":60,"y":475,"width":292,"height":12}},{"id":"da09758f-f38c-49ce-b77c-13e214e31f1c","block_type":"box","text":"BIS votes proxies in these situations on a “best-efforts” basis. In addition, BIS may determine that it is generally in the","page_number":121,"box":{"x":60,"y":501,"width":817,"height":13}},{"id":"88091f2d-74eb-4284-b3ba-bebc5dbf6e40","block_type":"box","text":"interests of BlackRock’s clients not to vote proxies (or not to vote our full allocation) if the costs (including but not limited to","page_number":121,"box":{"x":60,"y":516,"width":868,"height":13}},{"id":"bbd5e940-e1c5-44aa-ab26-1c4bd30a0b28","block_type":"box","text":"opportunity costs associated with share-blocking constraints) associated with exercising a vote are expected to outweigh the","page_number":121,"box":{"x":59,"y":531,"width":879,"height":13}},{"id":"5954f435-12c6-4852-98d2-4eafef3c824c","block_type":"box","text":"benefit the client would derive by voting on the proposal.","page_number":121,"box":{"x":60,"y":547,"width":397,"height":12}},{"id":"826fd77a-e1e9-469c-a580-88168b8bae68","block_type":"box","text":"Conflicts management policies and procedures","page_number":121,"box":{"x":59,"y":573,"width":341,"height":12}},{"id":"03c727ea-afb2-4b49-bc4c-292be1ea5275","block_type":"box","text":"BIS is a dedicated function whose responsibilities are separate from BlackRock’s sales, business partnership or enterprise","page_number":121,"box":{"x":60,"y":600,"width":849,"height":12}},{"id":"50d57d52-285a-46df-864c-3e437100f8f3","block_type":"box","text":"level vendor management activities.","page_number":121,"box":{"x":60,"y":615,"width":250,"height":12}},{"id":"4fb069b5-509b-4e9a-ac94-839413db1197","block_type":"box","text":"BlackRock maintains policies and procedures that are designed to prevent undue influence on BIS’ proxy voting activity. Such","page_number":121,"box":{"x":60,"y":641,"width":873,"height":12}},{"id":"c02238ce-2a40-4341-a49b-33c0b4e59d75","block_type":"box","text":"influence might stem from any relationship between the investee company (or any shareholder proponent or dissident","page_number":121,"box":{"x":60,"y":656,"width":829,"height":13}},{"id":"bf43d24d-e6c8-440d-b48d-405599378483","block_type":"box","text":"shareholder) and BlackRock, BlackRock’s affiliates, a Fund or a Fund’s affiliates, or BlackRock employees.","page_number":121,"box":{"x":59,"y":671,"width":730,"height":13}},{"id":"fd007d2c-eacf-4b2a-b07a-8620d5988fe6","block_type":"box","text":"For information on how BIS manages conflicts of interest, please see our disclosure.","page_number":121,"box":{"x":60,"y":698,"width":584,"height":12}},{"id":"feafc63c-3a5d-41af-b5a2-cfb6db097b38","block_type":"box","text":"Securities lending","page_number":121,"box":{"x":59,"y":724,"width":128,"height":13}},{"id":"7d20c6a7-7160-41b9-b486-3f81e8931674","block_type":"box","text":"When authorized, BlackRock acts as a securities lending agent on behalf of its clients. Lending securities enables BlackRock","page_number":121,"box":{"x":59,"y":751,"width":863,"height":12}},{"id":"462761fd-d5e3-4ecd-9d76-e6c5d1d35e89","block_type":"box","text":"to increase the returns in clients’ portfolios, and BlackRock’s lending agreements allow it to recall securities out on loan at","page_number":121,"box":{"x":59,"y":766,"width":851,"height":12}},{"id":"bf7432ef-1e01-4ec6-8bf7-b91262786f0a","block_type":"box","text":"any time. BlackRock (or any other lender) does not retain voting rights for securities out on loan. Entitlements associated","page_number":121,"box":{"x":59,"y":781,"width":845,"height":12}},{"id":"9c13329e-d148-4357-bd11-e386a62a61b1","block_type":"box","text":"with the lent securities (dividends, coupons, etc.), while on loan are paid back to the lender of the security as stipulated in","page_number":121,"box":{"x":59,"y":796,"width":850,"height":12}},{"id":"c1ac35c7-c176-46c1-b407-3ef13de7c0b3","block_type":"box","text":"industry standard legal agreements.","page_number":121,"box":{"x":60,"y":811,"width":250,"height":13}},{"id":"4189997f-41e4-435a-a849-fc88c9f7730c","block_type":"box","text":"With regard to the relationship between securities lending and proxy voting, BlackRock cannot vote shares on loan and may","page_number":121,"box":{"x":59,"y":838,"width":866,"height":12}},{"id":"9e833d99-ac24-4a62-b065-def77c81481e","block_type":"box","text":"determine to recall them for voting, as guided by our fiduciary duty as an asset manager to our clients in helping them","page_number":121,"box":{"x":59,"y":853,"width":828,"height":12}},{"id":"66ef09f4-0a7b-4949-8b07-37d757984292","block_type":"box","text":"achieve their investment goals. While this has occurred in a limited number of cases, the decision to recall securities on loan","page_number":121,"box":{"x":59,"y":868,"width":866,"height":12}},{"id":"09a41a14-8934-4394-a5af-fcd9ed349ae0","block_type":"box","text":"as part of BlackRock’s securities lending program in order to vote is based on an evaluation of various factors that include,","page_number":121,"box":{"x":59,"y":883,"width":854,"height":12}},{"id":"1e044839-7cb7-43db-a8db-c5b29a51545d","block_type":"box","text":"A-31","page_number":121,"box":{"x":482,"y":916,"width":30,"height":9}},{"id":"59ce7403-c0ed-4fe6-93b4-2dcd09fd7d65","block_type":"box","text":"but are not limited to, assessing potential securities lending revenue alongside the potential long-term financial value to","page_number":122,"box":{"x":60,"y":67,"width":837,"height":12}},{"id":"f9e1eaa7-e1e3-4f26-b7f3-16ba271a70ae","block_type":"box","text":"clients of voting those securities (based on the information available at the time of recall consideration).","page_number":122,"box":{"x":59,"y":82,"width":726,"height":12}},{"id":"ec5c519f-8552-4ef2-95d7-ecc337cfeddf","block_type":"box","text":"(17)","page_number":122,"box":{"x":787,"y":80,"width":20,"height":8}},{"id":"e441dd52-03bc-4f62-878f-d2f9a09d5866","block_type":"box","text":"BIS works with","page_number":122,"box":{"x":813,"y":82,"width":101,"height":9}},{"id":"34549eaf-405d-42c5-ad06-43b554c21ae8","block_type":"box","text":"colleagues in the Securities Lending and Risk and Quantitative Analysis teams to evaluate the costs and benefits to clients of","page_number":122,"box":{"x":59,"y":97,"width":873,"height":12}},{"id":"687b433d-b8c4-450e-ab1f-78f13eb8768c","block_type":"box","text":"recalling shares on loan.","page_number":122,"box":{"x":60,"y":112,"width":167,"height":12}},{"id":"35bf9ec5-6083-43e2-beb5-3a4e06a3553c","block_type":"box","text":"In almost all instances, BlackRock anticipates that the potential long-term financial value to clients of voting shares would be","page_number":122,"box":{"x":60,"y":138,"width":872,"height":13}},{"id":"367d99ca-9532-4c8d-a13a-96ca868df783","block_type":"box","text":"less than the potential revenue the loan may provide clients. However, in certain instances, BlackRock may determine, in our","page_number":122,"box":{"x":60,"y":154,"width":866,"height":12}},{"id":"e680dbfc-c0c6-470d-8a24-817b32f2eeaa","block_type":"box","text":"independent business judgment as a fiduciary, that the value of voting outweighs the securities lending revenue loss to","page_number":122,"box":{"x":60,"y":169,"width":831,"height":12}},{"id":"00aed688-f138-48bf-be80-44cc008eb5cc","block_type":"box","text":"clients and would therefore recall shares to be voted in those instances. It is important to note that the majority of lendable","page_number":122,"box":{"x":59,"y":184,"width":860,"height":12}},{"id":"45f290ad-db20-4eaf-85cd-51a736dc6a5c","block_type":"box","text":"assets in the market at any given time are not out on loan.","page_number":122,"box":{"x":59,"y":199,"width":406,"height":12}},{"id":"480c218f-a05e-4a7a-8e7f-f1d1f4359f6b","block_type":"box","text":"Periodically, BlackRock reviews our process for determining whether to recall securities on loan in order to vote and may","page_number":122,"box":{"x":60,"y":225,"width":840,"height":13}},{"id":"aeba537c-1e93-4532-b6ef-36bc6f11230e","block_type":"box","text":"modify it as necessary.","page_number":122,"box":{"x":60,"y":240,"width":156,"height":13}},{"id":"0abe9487-13ba-46c4-bdd9-e37be8fb0b30","block_type":"box","text":"Voting Choice","page_number":122,"box":{"x":59,"y":267,"width":100,"height":12}},{"id":"76e43386-34b5-4b49-8ef3-847aebb8c124","block_type":"box","text":"BlackRock offers Voting Choice, a program that provides eligible clients with more opportunities to participate in the proxy","page_number":122,"box":{"x":60,"y":293,"width":855,"height":13}},{"id":"b7e4867d-9916-4226-bb35-9ba81753cc78","block_type":"box","text":"voting process, where legally and operationally viable.","page_number":122,"box":{"x":59,"y":308,"width":376,"height":13}},{"id":"af1cb3b5-877b-47f5-94f5-b60d98b32a54","block_type":"box","text":"(18)","page_number":122,"box":{"x":437,"y":306,"width":20,"height":9}},{"id":"e66a53ca-47c7-449b-9b85-6dc60d82e033","block_type":"box","text":"Voting Choice is currently available for eligible clients invested in certain institutional pooled funds in the U.S., UK, Ireland,","page_number":122,"box":{"x":59,"y":335,"width":848,"height":12}},{"id":"0fcc9be4-1b96-4ff3-84d2-688bd4ccbc45","block_type":"box","text":"Canada, and Switzerland that utilize index equity investment strategies, as well as eligible clients in certain institutional","page_number":122,"box":{"x":59,"y":350,"width":828,"height":12}},{"id":"b9f24fb6-9d77-4475-85cb-b8c2f2287d9c","block_type":"box","text":"pooled funds in the U.S., UK, Canada, and Switzerland that use systematic active equity (SAE) strategies. In addition,","page_number":122,"box":{"x":59,"y":365,"width":811,"height":13}},{"id":"a81b6f5a-f7c0-46a2-807c-bccd540bdbae","block_type":"box","text":"institutional clients in separately managed accounts (SMAs) continue to be eligible for BlackRock Voting Choice regardless of","page_number":122,"box":{"x":60,"y":380,"width":877,"height":13}},{"id":"10fde81e-61d8-457e-bdda-668fa5294402","block_type":"box","text":"their investment strategies.","page_number":122,"box":{"x":59,"y":395,"width":189,"height":13}},{"id":"10fba24b-cd59-405f-9b4e-9085640c8512","block_type":"box","text":"(19)","page_number":122,"box":{"x":250,"y":393,"width":20,"height":8}},{"id":"6d486dc4-83ea-4818-a7ae-504cdb7715fb","block_type":"box","text":"Voting Choice is also available for eligible U.S. retail shareholder accounts invested in","page_number":122,"box":{"x":275,"y":395,"width":591,"height":13}},{"id":"54bea52b-deb1-4137-9247-794c86bd793f","block_type":"box","text":"BlackRock’s largest U.S. exchange-traded fund.","page_number":122,"box":{"x":60,"y":411,"width":327,"height":12}},{"id":"cc472c81-dacf-4e5d-8efb-5bc3af104756","block_type":"box","text":"(20)","page_number":122,"box":{"x":389,"y":409,"width":21,"height":8}},{"id":"1317126b-13ca-4bf6-b84e-5a7039e46c8f","block_type":"box","text":"As a result, the shares attributed to BlackRock portfolios in company share registers may be voted differently depending on","page_number":122,"box":{"x":59,"y":437,"width":859,"height":12}},{"id":"64171a8d-6641-4b48-9466-b280daf9a9c6","block_type":"box","text":"whether our clients have authorized BIS to vote on their behalf, have authorized BIS to vote in accordance with a third-party","page_number":122,"box":{"x":59,"y":452,"width":864,"height":12}},{"id":"bf0f2600-6b8d-462f-97dc-7d5f0e6ebb61","block_type":"box","text":"policy, or have elected to vote shares in accordance with their own policy. Our clients have greater control over proxy voting","page_number":122,"box":{"x":59,"y":467,"width":863,"height":13}},{"id":"122f843d-0e5b-47a5-8571-a2a07b5ccb54","block_type":"box","text":"because of Voting Choice.","page_number":122,"box":{"x":60,"y":482,"width":180,"height":13}},{"id":"c59da818-dba4-4f71-83eb-cf51f49a4db3","block_type":"box","text":"(21)","page_number":122,"box":{"x":242,"y":480,"width":20,"height":8}},{"id":"e123a3e3-0737-4094-9e86-3eb743e9fc09","block_type":"box","text":"Reporting and vote transparency","page_number":122,"box":{"x":60,"y":509,"width":236,"height":12}},{"id":"af2fd30b-97a7-49a3-a552-726abd9ee262","block_type":"box","text":"We are committed to transparency of the stewardship work we do on behalf of clients. We inform clients about our","page_number":122,"box":{"x":59,"y":535,"width":805,"height":13}},{"id":"e80e5dc7-5602-4eef-8ab0-49c6b1f47863","block_type":"box","text":"engagement and voting policies and activities through direct communication and through disclosure on our website. We","page_number":122,"box":{"x":59,"y":550,"width":846,"height":13}},{"id":"8851f967-c641-4aa4-8f80-110a25e40eb1","block_type":"box","text":"make public our regional voting guidelines for the benefit of clients and the companies in which we invest on their behalf. We","page_number":122,"box":{"x":60,"y":566,"width":875,"height":12}},{"id":"dd006038-8375-45a4-87a7-2244fd3d01d1","block_type":"box","text":"also publish commentaries to share our approach to engagement on our five engagement priorities, as well as quarterly","page_number":122,"box":{"x":59,"y":581,"width":840,"height":12}},{"id":"1d6ed7c7-ef73-4924-ae1c-7d22d88318e1","block_type":"box","text":"reports detailing our proxy voting and engagement activities.","page_number":122,"box":{"x":60,"y":596,"width":425,"height":12}},{"id":"696f225d-ae0c-4f8d-8ee5-9cf5edb158fc","block_type":"box","text":"(17) Recalling securities on loan can be impacted by the timing of record dates. 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All other trademarks are those of their respective owners.","page_number":123,"box":{"x":59,"y":203,"width":558,"height":12}},{"id":"2c5c1e79-9872-497c-821c-4c01e78fd3f8","block_type":"box","text":"A-33","page_number":123,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"82281f37-1188-405d-9449-556eba5329a2","block_type":"box","text":"BlackRock Investment Stewardship","page_number":124,"box":{"x":198,"y":67,"width":603,"height":30}},{"id":"0c647575-da05-45e6-ac4e-25dafaa7da79","block_type":"box","text":"Climate and Decarbonization Stewardship Guidelines","page_number":124,"box":{"x":59,"y":111,"width":383,"height":12}},{"id":"b6a90702-ae4e-46b2-92f1-3817ef6bcc39","block_type":"box","text":"Effective as of January 2026","page_number":124,"box":{"x":76,"y":137,"width":198,"height":13}},{"id":"0e074eea-456d-4fca-b907-47f5aeb6f62a","block_type":"box","text":"Introduction to BlackRock Investment 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-35","page_number":124,"box":{"x":547,"y":237,"width":311,"height":9}},{"id":"444ff114-079c-4ec6-895a-08b8dd486784","block_type":"box","text":"Understanding the investment implications of the transition to a low-carbon economy","page_number":124,"box":{"x":140,"y":256,"width":603,"height":12}},{"id":"68d44ae7-86fb-4b56-9096-decba7c4518f","block_type":"box","text":". . . . . . . . . . . .A-35","page_number":124,"box":{"x":749,"y":256,"width":109,"height":9}},{"id":"24c6737b-2e31-4b3c-8922-e03116719977","block_type":"box","text":"The Guidelines’ design principles. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-36","page_number":124,"box":{"x":139,"y":274,"width":719,"height":13}},{"id":"642dd3d5-a64b-4716-9bed-56500756158c","block_type":"box","text":"Voting approach under the 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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-41","page_number":124,"box":{"x":221,"y":332,"width":634,"height":9}},{"id":"eb87ff97-072e-4fef-b820-ed3cb9c4d858","block_type":"box","text":"Appendix 2","page_number":124,"box":{"x":139,"y":350,"width":79,"height":12}},{"id":"fa2cb7de-9bff-488a-9356-1f2da9d9d381","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-42","page_number":124,"box":{"x":221,"y":351,"width":637,"height":9}},{"id":"fc596d92-8652-441a-bb82-aa101c882ddb","block_type":"box","text":"Introduction to BlackRock Investment Stewardship","page_number":124,"box":{"x":60,"y":383,"width":365,"height":12}},{"id":"84cebe87-da17-4a5e-8c96-5d717df2d09d","block_type":"box","text":"At BlackRock, investment stewardship serves as a link between our clients and the companies they 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BlackRock offers a range of proxy voting","page_number":124,"box":{"x":59,"y":424,"width":842,"height":13}},{"id":"2be7d63e-daf5-4ce1-b967-dcb06cb500f9","block_type":"box","text":"policies to reflect clients’ individual investment choices and goals.","page_number":124,"box":{"x":59,"y":440,"width":459,"height":12}},{"id":"b3280302-e40d-49d0-9940-611a418fd8a2","block_type":"box","text":"BlackRock Investment Stewardship (BIS) is responsible for stewardship activities in relation to clients’ assets invested in index","page_number":124,"box":{"x":60,"y":466,"width":876,"height":12}},{"id":"6d4cb714-6bb5-43f6-b8e9-885377ced47b","block_type":"box","text":"equity strategies. BIS takes a long-term approach in our stewardship efforts, reflecting the investment horizons of the","page_number":124,"box":{"x":59,"y":481,"width":819,"height":12}},{"id":"db03d5f8-fe65-4570-a4b2-72de1436bb51","block_type":"box","text":"majority of our clients. BIS does this through:","page_number":124,"box":{"x":60,"y":496,"width":314,"height":13}},{"id":"9177d82b-5a82-43e6-b997-5e0c04675439","block_type":"box","text":"1.","page_number":124,"box":{"x":61,"y":517,"width":9,"height":9}},{"id":"befc2c41-3495-42a0-b1de-56a278f72eeb","block_type":"box","text":"Engaging with the boards and management of companies","page_number":124,"box":{"x":99,"y":516,"width":418,"height":13}},{"id":"4ab59dde-95ec-4832-a5c3-46f9a6ab8c82","block_type":"box","text":"in which clients are invested to deepen our understanding","page_number":124,"box":{"x":523,"y":516,"width":405,"height":13}},{"id":"c80d1750-0078-4381-b6f6-9c3f7f5d9c19","block_type":"box","text":"of a company’s business model, including how they are overseeing material business risks and opportunities over time,","page_number":124,"box":{"x":98,"y":531,"width":833,"height":13}},{"id":"a7b6bdcf-279c-469a-9ec6-ca3bffe90b18","block_type":"box","text":"and to help inform our voting on behalf of 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Under the Guidelines, the dedicated team makes","page_number":126,"box":{"x":92,"y":447,"width":821,"height":12}},{"id":"fcaca5c3-591b-46ff-8c12-596da1092a4d","block_type":"box","text":"decisions on how to engage companies and vote proxies independently, based on its professional judgment of the","page_number":126,"box":{"x":92,"y":462,"width":798,"height":13}},{"id":"8c925560-59e4-472d-a21f-7ac060bd089a","block_type":"box","text":"priorities and outcomes most aligned with participating clients’ investment objectives.","page_number":126,"box":{"x":92,"y":477,"width":602,"height":13}},{"id":"14ca6f39-9ebe-4ec6-a5b0-3d3dff75905a","block_type":"box","text":"Voting approach under the Guidelines","page_number":126,"box":{"x":59,"y":504,"width":274,"height":12}},{"id":"5e0c3ed7-d389-45c9-8270-db74f8eee67f","block_type":"box","text":"(12)","page_number":126,"box":{"x":335,"y":502,"width":21,"height":8}},{"id":"acbe1a8a-ccc7-4ecf-9fc8-c6ac30e0607e","block_type":"box","text":"When evaluating each voting item across management or shareholder proposals, the dedicated team applies a case-by-case","page_number":126,"box":{"x":59,"y":530,"width":871,"height":13}},{"id":"305b491e-34b9-45c0-add4-e047218c7cd7","block_type":"box","text":"approach that reflects the uneven pace of the low-carbon transition across sectors and markets, and acknowledges the","page_number":126,"box":{"x":59,"y":545,"width":836,"height":13}},{"id":"76f91494-83b0-46d2-82b1-5fda86d76dd2","block_type":"box","text":"distinction between what company management can influence and what lies beyond its control. As a result, voting decisions","page_number":126,"box":{"x":59,"y":560,"width":874,"height":13}},{"id":"42d3979c-dccb-4c77-baa7-7c1ce1776d8e","block_type":"box","text":"— on behalf of in-scope funds and SMAs — on similar proposals included on different companies’ shareholder meeting","page_number":126,"box":{"x":58,"y":576,"width":838,"height":12}},{"id":"c721ca7f-61ec-424b-92ec-13c8a9ba93b3","block_type":"box","text":"agendas may vary depending on company, sector, or market-specific circumstances.","page_number":126,"box":{"x":59,"y":591,"width":591,"height":12}},{"id":"2c70a1e7-1528-4a1b-93bd-00f0dc691a61","block_type":"box","text":"Consistent with the investment objective of each fund or account that has selected these Guidelines, the dedicated team will","page_number":126,"box":{"x":59,"y":617,"width":872,"height":13}},{"id":"7bdba314-34dd-4029-b45e-c8c13383595e","block_type":"box","text":"look to the companies to demonstrate the following:","page_number":126,"box":{"x":60,"y":632,"width":366,"height":13}},{"id":"d53af22d-a610-44f4-91d2-a8546ff7ac9b","block_type":"box","text":"Corporate Disclosures","page_number":126,"box":{"x":76,"y":659,"width":159,"height":12}},{"id":"cdfcdd70-dcfa-4ec3-ae36-0afbd866a287","block_type":"box","text":"(13)","page_number":126,"box":{"x":237,"y":657,"width":21,"height":8}},{"id":"6cef411d-834a-440c-bd1e-da4a0bebef05","block_type":"box","text":"In the context of these Guidelines, the dedicated team looks for companies to provide sufficient disclosure to assess whether","page_number":126,"box":{"x":60,"y":685,"width":873,"height":13}},{"id":"da79c4f0-542f-42d2-b799-0089fe835ef7","block_type":"box","text":"the company’s strategy is aligned with the low-carbon transition. As a general point, the team looks to companies that are","page_number":126,"box":{"x":59,"y":700,"width":856,"height":13}},{"id":"ec0a7b42-30fd-4bb8-bf83-d8967cbed3e0","block_type":"box","text":"important to the transition to a low-carbon economy to explain the strategy and governance frameworks that they have","page_number":126,"box":{"x":60,"y":715,"width":840,"height":13}},{"id":"66b72763-e353-4141-9651-3e288aeb9222","block_type":"box","text":"determined most appropriate, which may include:","page_number":126,"box":{"x":59,"y":731,"width":349,"height":12}},{"id":"848215e8-b5b0-4da2-90b6-46daba6464bb","block_type":"box","text":"(1) a low-carbon transition strategy to demonstrate their alignment with the ambition to limit average global temperature","page_number":126,"box":{"x":60,"y":751,"width":865,"height":12}},{"id":"1b5120ba-14ae-445e-bb5f-8ea9d55cfc63","block_type":"box","text":"(11) Aladdin","page_number":126,"box":{"x":59,"y":798,"width":75,"height":10}},{"id":"ab6236a6-d940-47c4-bfa8-3f8734d85f98","block_type":"box","text":"®","page_number":126,"box":{"x":135,"y":795,"width":5,"height":4}},{"id":"f7880fa1-784a-49c2-aea8-6bcf5ee6ab44","block_type":"box","text":"Climate is a suite of climate analytics including forward-looking scenario analysis and net zero alignment analytics. Aladdin","page_number":126,"box":{"x":144,"y":798,"width":689,"height":10}},{"id":"e2174847-4284-497b-add8-e42ad6f833a1","block_type":"box","text":"®","page_number":126,"box":{"x":834,"y":795,"width":5,"height":4}},{"id":"36e00880-082a-46b2-9f1a-1b710ec64aa9","block_type":"box","text":"is a proprietary","page_number":126,"box":{"x":844,"y":799,"width":83,"height":9}},{"id":"7087b288-d813-4883-b05a-cb972af594bf","block_type":"box","text":"investment and risk management platform.","page_number":126,"box":{"x":92,"y":811,"width":242,"height":9}},{"id":"66ec2b87-44f6-43c0-bb10-146c7830360e","block_type":"box","text":"(12) These Guidelines are not intended to limit the analysis of individual issues at specific companies or provide a guide as to how the dedicated team w","page_number":126,"box":{"x":59,"y":826,"width":859,"height":10}},{"id":"26b80301-83b9-48dc-ad74-f16319b9819e","block_type":"box","text":"ill","page_number":126,"box":{"x":919,"y":826,"width":7,"height":7}},{"id":"02ae8f5d-6548-4e00-b66f-b180e03f767e","block_type":"box","text":"engage and/or vote in every instance. The Guidelines are applied by the dedicated team with discretion, on a case-by-case basis, taking into consider","page_number":126,"box":{"x":92,"y":838,"width":836,"height":10}},{"id":"e6382ed2-8b82-430c-aaf3-cb71e4d5049c","block_type":"box","text":"ation the range of issues and facts specific to the company, as well as individual ballot items at shareholder meetings.","page_number":126,"box":{"x":92,"y":851,"width":656,"height":10}},{"id":"a724bfe7-e0bd-4467-b8be-e25cada75b1a","block_type":"box","text":"(13) Given data and measurement limitations, companies may need to provide estimated GHG emissions where reporting methodologies are nascent. In","page_number":126,"box":{"x":59,"y":866,"width":861,"height":10}},{"id":"85fe205a-3bef-44e1-9b3b-f4dc0946134b","block_type":"box","text":"addition, certain disclosures related to a company’s plans for adapting their business models through the low-carbon transition may require forwar","page_number":126,"box":{"x":92,"y":879,"width":823,"height":9}},{"id":"8f964254-ea05-4259-8553-f8d7fd262dd2","block_type":"box","text":"d","page_number":126,"box":{"x":916,"y":879,"width":11,"height":7}},{"id":"2ab14024-91b9-42f1-ae95-5ba2f1d83ec5","block_type":"box","text":"looking statements.","page_number":126,"box":{"x":92,"y":891,"width":110,"height":10}},{"id":"f67e9f6b-1628-4c67-ad38-2815167dbebb","block_type":"box","text":"A-36","page_number":126,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"afccbef7-0ce3-401b-a181-ec834c1d9f50","block_type":"box","text":"rise to 1.5°C above pre-industrial levels. This would typically include a long-term strategy to achieve net-zero GHG","page_number":127,"box":{"x":99,"y":67,"width":797,"height":12}},{"id":"fe0e6517-c947-4d29-bebd-97b6880cad21","block_type":"box","text":"emissions by 2050, with appropriate near- and medium-term milestones to assess their progress.","page_number":127,"box":{"x":98,"y":82,"width":682,"height":12}},{"id":"7b7b44fc-086d-4bed-bee1-8951dad18cb5","block_type":"box","text":"(2) low-carbon transition-related reporting. Standardized disclosure of sustainability-related data supports investors in","page_number":127,"box":{"x":60,"y":102,"width":842,"height":12}},{"id":"20870b7e-225d-4ac7-aa29-15ebab6c5687","block_type":"box","text":"making informed decisions. The International Sustainability Standards Board (ISSB) standards, IFRS S1 and S2,","page_number":127,"box":{"x":99,"y":117,"width":772,"height":12}},{"id":"a46d3abc-088d-403a-9077-6cef617000b8","block_type":"box","text":"represent one such approach to standardization that the dedicated team finds useful in its analysis.","page_number":127,"box":{"x":99,"y":132,"width":693,"height":12}},{"id":"61835a7a-841f-4b72-8e9a-0863c4ea638e","block_type":"box","text":"(14), (15)","page_number":127,"box":{"x":794,"y":130,"width":49,"height":8}},{"id":"867d96bf-8489-4f22-b992-d75252a2a051","block_type":"box","text":"IFRS S1","page_number":127,"box":{"x":849,"y":133,"width":48,"height":9}},{"id":"5eb3c26a-4e6d-4848-bc49-e3b6861b9169","block_type":"box","text":"addresses the general requirements of sustainability reporting and IFRS S2 sets out the disclosures that provide","page_number":127,"box":{"x":98,"y":147,"width":779,"height":13}},{"id":"fa609b7a-3105-4588-b5bf-58aaaacd19fd","block_type":"box","text":"investors with decision-useful information about a company’s most significant climate- and low-carbon transition","page_number":127,"box":{"x":99,"y":162,"width":804,"height":13}},{"id":"3cdc73d8-6614-4105-b07c-a450bb91e295","block_type":"box","text":"related risks and opportunities. This includes receiving independent, third-party assurances, as audit and assurance","page_number":127,"box":{"x":99,"y":177,"width":807,"height":13}},{"id":"e249efbd-59b5-446f-823a-43df1b9e717c","block_type":"box","text":"standards are developed.","page_number":127,"box":{"x":98,"y":193,"width":174,"height":12}},{"id":"b9b877bb-ac2c-44d5-b0bb-4126a5c5c8c8","block_type":"box","text":"(3) scope 1 and scope 2, and most significant scope 3 GHG emissions.","page_number":127,"box":{"x":60,"y":213,"width":506,"height":12}},{"id":"4c7a2bc5-d5f3-48af-8b61-330d0f48b65c","block_type":"box","text":"(16), (17)","page_number":127,"box":{"x":568,"y":211,"width":49,"height":8}},{"id":"39139a9a-9586-4958-acb2-be3c306c48c3","block_type":"box","text":"In addition, the dedicated team looks to","page_number":127,"box":{"x":623,"y":213,"width":278,"height":11}},{"id":"7dc7b12c-8e5f-46e8-acdc-3a770e2f2153","block_type":"box","text":"companies to disclose their emissions reduction targets for scope 1 and 2 emissions, science-based where possible.","page_number":127,"box":{"x":98,"y":228,"width":811,"height":12}},{"id":"e8ab2ff9-9a2b-4bfe-9bf4-d4c2b3d44da1","block_type":"box","text":"The team welcomes disclosure of targets or indicative goals, where companies have set them, for scope 3 emissions","page_number":127,"box":{"x":98,"y":243,"width":814,"height":12}},{"id":"560e497e-bd11-4e10-bfbd-237a6dc61fe0","block_type":"box","text":"reductions. Scope 3 information, including how a company is working with its value chain to accelerate reductions in","page_number":127,"box":{"x":99,"y":258,"width":818,"height":12}},{"id":"cf69f68f-a6dd-40ab-a32d-4fa0a6c59789","block_type":"box","text":"GHG intensity, provides useful insight to investors focused on investing in the low-carbon transition and understanding","page_number":127,"box":{"x":98,"y":273,"width":833,"height":13}},{"id":"934cac30-0236-46d4-9f80-f79479e88b21","block_type":"box","text":"the impact of their investments on their decarbonization goals.","page_number":127,"box":{"x":98,"y":288,"width":439,"height":13}},{"id":"58d4eae7-54a3-409f-8cc1-5f4cfdd764b3","block_type":"box","text":"(18)","page_number":127,"box":{"x":539,"y":286,"width":20,"height":8}},{"id":"1809bd88-5fd1-4099-aa0d-82a457fdf661","block_type":"box","text":"However, the team recognizes that companies have","page_number":127,"box":{"x":565,"y":288,"width":358,"height":13}},{"id":"33a7b06a-feff-42fd-9032-8fba25d715ab","block_type":"box","text":"varying ability to influence the emissions across the different parts of their value chain and, therefore, it is helpful when","page_number":127,"box":{"x":98,"y":303,"width":831,"height":13}},{"id":"6f278cb7-b5a0-4704-8c5c-e6946bb48c62","block_type":"box","text":"disclosures explain the implications for the achievement of their decarbonization targets. For some companies that play","page_number":127,"box":{"x":98,"y":319,"width":837,"height":12}},{"id":"96aaf3bb-eedc-436c-acf5-878d78cf0a39","block_type":"box","text":"an important role in the low-carbon transition, scope 3 may represent their only significant source of GHG emissions in","page_number":127,"box":{"x":98,"y":334,"width":833,"height":12}},{"id":"3056f81c-473f-47dc-b368-d66117c56284","block_type":"box","text":"the value chain. While we do not believe companies should be required to enforce emissions reduction targets outside","page_number":127,"box":{"x":98,"y":349,"width":827,"height":12}},{"id":"10fba105-163e-419f-a50b-f136748e2b88","block_type":"box","text":"of their control, where relevant, we look for disclosures on how the company approaches the low-carbon transition in","page_number":127,"box":{"x":98,"y":364,"width":822,"height":12}},{"id":"379ddabd-6bf9-4313-9f7d-3ec2018cde03","block_type":"box","text":"these cases. This may include plans and targets to grow businesses that contribute to real world decarbonization,","page_number":127,"box":{"x":98,"y":379,"width":794,"height":12}},{"id":"73ea6eda-09f4-4555-95c0-a80d5d3a03f3","block_type":"box","text":"forward-looking capital or procurement allocation plans to net-zero aligned activities or suppliers, and strategies to","page_number":127,"box":{"x":98,"y":394,"width":806,"height":13}},{"id":"084eea78-998e-4f1d-9a8a-fa3eebd85d9c","block_type":"box","text":"mitigate material transition risks.","page_number":127,"box":{"x":99,"y":409,"width":229,"height":13}},{"id":"4ef9226a-dcff-43b0-a934-e4aa0c901a4c","block_type":"box","text":"(4) where relevant, disclosures that describe the company’s exposure to climate-related physical risks—such as acute risks","page_number":127,"box":{"x":60,"y":436,"width":872,"height":12}},{"id":"700f10d0-1e0d-4526-9712-a3f56b636add","block_type":"box","text":"from extreme weather events or chronic risks from long-term shifts in climate patterns—and how these risks could","page_number":127,"box":{"x":98,"y":451,"width":807,"height":12}},{"id":"fa047b46-3d3d-414d-abc4-160f638d96a2","block_type":"box","text":"reasonably be expected to affect the company’s operations, assets, or supply chains.","page_number":127,"box":{"x":99,"y":466,"width":589,"height":12}},{"id":"e3aa7a7f-7226-4b40-96c9-f83848c1e5df","block_type":"box","text":"Transition plans","page_number":127,"box":{"x":75,"y":492,"width":115,"height":13}},{"id":"71d45af3-00da-463c-808d-4948a66e3273","block_type":"box","text":"Some companies have published transition plans outlining how they intend to implement their low-carbon transition","page_number":127,"box":{"x":59,"y":519,"width":818,"height":12}},{"id":"1d21b8b4-5ce6-42a6-b186-f49ac668a7bd","block_type":"box","text":"strategies. As defined by the ISSB, a transition plan “lays out the entity’s targets, actions or resources for its transition","page_number":127,"box":{"x":59,"y":534,"width":818,"height":12}},{"id":"793da893-15b1-4129-a691-57a4b3ef9dfc","block_type":"box","text":"towards a lower-carbon economy, including actions such as reducing its greenhouse gas emissions” (see Appendix 1).","page_number":127,"box":{"x":59,"y":549,"width":830,"height":12}},{"id":"e8dd80d5-6d64-4115-82ee-0b36801b6771","block_type":"box","text":"(19)","page_number":127,"box":{"x":891,"y":547,"width":20,"height":8}},{"id":"8af77133-b013-4dd8-9d13-b9427aa9166b","block_type":"box","text":"(14) The ISSB is an independent standard-setting body within the International Financial Reporting Standards (IFRS) Foundation. The standards bui","page_number":127,"box":{"x":59,"y":614,"width":831,"height":10}},{"id":"1db8a366-8f56-4dc9-9d46-a45d0f069707","block_type":"box","text":"ld on","page_number":127,"box":{"x":892,"y":614,"width":27,"height":8}},{"id":"edc160d6-347f-47ad-a666-aacdd7aad262","block_type":"box","text":"the Task Force on Climate-related Financial Disclosures (TCFD) framework and the standards and metrics developed by the Sustainability Accounting","page_number":127,"box":{"x":91,"y":627,"width":839,"height":10}},{"id":"346e64e8-e924-4ac4-91e2-0a6c31afed2b","block_type":"box","text":"Standards Board (SASB), which have both converged under the ISSB. Please refer to the IFRS website to learn more about the framework and stan","page_number":127,"box":{"x":92,"y":639,"width":821,"height":10}},{"id":"386dac9e-72fa-43a4-ad59-b2271e4cec1b","block_type":"box","text":"dards S1 “General Requirements for Disclosure of Sustainability-related Financial Information” and S2 “Climate-related Disclosures.” Websites","page_number":127,"box":{"x":92,"y":652,"width":794,"height":10}},{"id":"34b370a6-100d-4b4a-8dd1-121c35df53ad","block_type":"box","text":"accessed in December 2025.","page_number":127,"box":{"x":92,"y":664,"width":159,"height":8}},{"id":"5f261ce2-a2da-402d-94f4-8d31a6a574a3","block_type":"box","text":"(15) A number of jurisdictions are consulting on adopting the standards issued to date or have already committed to doing so. BIS does not mandate any","page_number":127,"box":{"x":59,"y":680,"width":865,"height":9}},{"id":"b0c6f191-bfa8-4cbf-b861-717762184352","block_type":"box","text":"specific disclosure framework companies should use, and recognize that some companies may report using different standards, some of which may be","page_number":127,"box":{"x":92,"y":692,"width":846,"height":10}},{"id":"93d30cd3-48d1-45cb-83f5-593e8b2dbcb9","block_type":"box","text":"required by regulation. In such cases, we ask that companies highlight the metrics that are industry- or company-specific. We also recognize that com","page_number":127,"box":{"x":92,"y":705,"width":839,"height":10}},{"id":"6e44ebe5-7d8b-4d81-a92f-57ad54a5be50","block_type":"box","text":"panies may be phasing in reporting over several years. We do not prescribe timelines regarding when companies should make sustainability-related","page_number":127,"box":{"x":92,"y":717,"width":825,"height":10}},{"id":"be193881-dd3f-400c-8276-11715bb3e53c","block_type":"box","text":"disclosures but appreciate it when companies produce them sufficiently in advance of their shareholder meeting, to the best of their abilities, to pr","page_number":127,"box":{"x":92,"y":730,"width":819,"height":10}},{"id":"4aacc4fd-5f63-426c-a288-81967769d3f4","block_type":"box","text":"o","page_number":127,"box":{"x":911,"y":732,"width":11,"height":6}},{"id":"1f3736fb-b73d-45c9-9c39-71da4c3088b2","block_type":"box","text":"vide investors with time to assess the data and make informed voting decisions.","page_number":127,"box":{"x":91,"y":743,"width":447,"height":9}},{"id":"8006aaad-024b-460a-83ff-ba67a6ea442e","block_type":"box","text":"(16) FTSE Russell address the materiality of different categories of scope 3 GHG emissions by sector in a January 2024 paper: FTSE Russel, “Scope for","page_number":127,"box":{"x":59,"y":758,"width":840,"height":10}},{"id":"b0b90e97-83a8-4b2d-9a37-0242937de3cd","block_type":"box","text":"improvement: Solving the Scope 3 conundrum,” January 2024, accessed in December 2025.","page_number":127,"box":{"x":92,"y":770,"width":511,"height":10}},{"id":"33a19695-f31c-4181-a6a5-e47de882aa52","block_type":"box","text":"(17) Under this policy, the dedicated team looks for GHG emissions disclosures to be aligned with the Greenhouse Gas Protocol (GHG Protocol). The Prot","page_number":127,"box":{"x":59,"y":785,"width":865,"height":10}},{"id":"b7b789d5-2ce4-4fd2-a92e-531d0b6b907c","block_type":"box","text":"o","page_number":127,"box":{"x":924,"y":788,"width":11,"height":5}},{"id":"db142a2d-c518-4258-a3bb-063d8024b378","block_type":"box","text":"col Standards and Guidance are currently being updated to ensure they continue to provide “a rigorous and credible accounting foundation for busi","page_number":127,"box":{"x":92,"y":798,"width":832,"height":10}},{"id":"7c2d2871-6b73-4f2b-8aef-3890aead0d1b","block_type":"box","text":"nesses to measure, plan and track progress toward science-based and net-zero targets in line with the global 1.5°C goal.” Websites accessed in","page_number":127,"box":{"x":92,"y":811,"width":799,"height":9}},{"id":"aafdc7fb-d91a-4e9f-9db5-4a93998c6e49","block_type":"box","text":"December 2025.","page_number":127,"box":{"x":92,"y":823,"width":91,"height":8}},{"id":"d752843f-7fc6-476b-b3da-bfe54ac384fa","block_type":"box","text":"(18) The dedicated team does not believe the purpose of scope 3 disclosure requirements should be to push publicly traded companies into the role of","page_number":127,"box":{"x":59,"y":838,"width":851,"height":10}},{"id":"c599c055-e43e-43c2-9b7c-15fd16d3b07b","block_type":"box","text":"enforcing emission reduction targets outside of their control. Given methodological complexity for scope 3 emissions and the lack of direct control","page_number":127,"box":{"x":92,"y":851,"width":821,"height":10}},{"id":"0a3d1d75-5dfb-4b85-b3de-c3ba9eb5211a","block_type":"box","text":"by","page_number":127,"box":{"x":918,"y":851,"width":12,"height":10}},{"id":"f8a77116-2ccb-4fd7-8aab-fb9edd5886a4","block_type":"box","text":"companies over the requisite data, we find it most useful when companies focus their disclosures on those of the fifteen scope 3 GHG Protocol catego","page_number":127,"box":{"x":92,"y":863,"width":846,"height":10}},{"id":"da286ffb-06a3-4062-8fb2-4f062c497252","block_type":"box","text":"ries that are material to their business models.","page_number":127,"box":{"x":92,"y":876,"width":258,"height":8}},{"id":"b75eb465-78f5-40c7-b2cf-ce47d9700f3b","block_type":"box","text":"(19) International Financial Reporting Standards, “IFRS S2: Climate-related Disclosures,” June 2023, accessed in December 2025.","page_number":127,"box":{"x":59,"y":891,"width":724,"height":10}},{"id":"b17ce3b0-6280-4b17-b40d-41dd2dd4277b","block_type":"box","text":"A-37","page_number":127,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"bb65a7f5-d94b-4ee5-929b-56710b0b1257","block_type":"box","text":"Work is also underway in a number of jurisdictions on establishing a common approach in a market to corporate transition","page_number":128,"box":{"x":59,"y":67,"width":860,"height":12}},{"id":"1df0906f-c98e-4f87-806c-8c6f32c2e39a","block_type":"box","text":"plans.","page_number":128,"box":{"x":59,"y":82,"width":40,"height":12}},{"id":"2246e68d-8ca6-4793-88eb-ba4945c954ec","block_type":"box","text":"(20)","page_number":128,"box":{"x":101,"y":80,"width":20,"height":8}},{"id":"f2ebb8b4-37b6-4028-9794-3fbf338f2d28","block_type":"box","text":"Recent guidance from the ISSB on disclosures about transition plans highlights the convergence of reporting","page_number":128,"box":{"x":128,"y":82,"width":758,"height":12}},{"id":"c320ca8e-99cc-406d-82b0-7698f2702daa","block_type":"box","text":"approaches.","page_number":128,"box":{"x":59,"y":97,"width":84,"height":12}},{"id":"864b4a86-1b72-49be-b2e6-2bd8b918398a","block_type":"box","text":"While the preparation of a transition plan, or lack thereof, is not, in itself, a voting issue, these disclosures typically provide","page_number":128,"box":{"x":59,"y":123,"width":851,"height":13}},{"id":"0868823f-d384-4515-8c77-3c8cee708a44","block_type":"box","text":"valuable insights that inform the dedicated team’s approach to engaging and voting on matters related to climate and","page_number":128,"box":{"x":59,"y":138,"width":826,"height":13}},{"id":"6347f865-823e-4015-bf8d-2ef72ddf53c5","block_type":"box","text":"transition risks on behalf of in-scope funds and accounts.","page_number":128,"box":{"x":59,"y":154,"width":402,"height":12}},{"id":"51518b55-8f11-4689-b8c7-bfab53f9b15b","block_type":"box","text":"Boards and directors","page_number":128,"box":{"x":76,"y":180,"width":148,"height":10}},{"id":"9f8895c8-2d92-48dd-9465-740c97a071f5","block_type":"box","text":"An effective and well-functioning board that has appropriate governance structures to facilitate oversight of a company’s","page_number":128,"box":{"x":59,"y":206,"width":847,"height":13}},{"id":"585cffe1-4938-4883-8fe2-db0ae888f935","block_type":"box","text":"management and strategic initiatives is critical to the company’s ability to deliver on its low-carbon transition strategy. In","page_number":128,"box":{"x":60,"y":222,"width":844,"height":12}},{"id":"7aefe26d-c43a-4e0c-acde-a5d419000821","block_type":"box","text":"assessing the role and effectiveness of the board in this regard, the dedicated team seeks to understand whether:","page_number":128,"box":{"x":59,"y":237,"width":791,"height":12}},{"id":"e9562b30-cb01-482f-aa8e-e81aed15d6f3","block_type":"box","text":"• The board has clear oversight responsibilities for climate and low-carbon transition-related risks and opportunities in the","page_number":128,"box":{"x":59,"y":257,"width":877,"height":12}},{"id":"7816655f-a989-45e4-a513-36077134a7f7","block_type":"box","text":"company’s business model. The Guidelines consider the whole board to have responsibility for oversight of the","page_number":128,"box":{"x":92,"y":272,"width":774,"height":12}},{"id":"8307b507-13dd-4d14-8e4e-4b0a74237d63","block_type":"box","text":"company’s long-term strategy, including those aspects related to the transition to a low-carbon economy.","page_number":128,"box":{"x":92,"y":287,"width":739,"height":12}},{"id":"c48317ca-71a1-46b9-9787-789895355185","block_type":"box","text":"• Management has established a robust low-carbon transition framework and long-term strategy, with clear","page_number":128,"box":{"x":59,"y":307,"width":780,"height":13}},{"id":"c1b1375e-87dd-48b6-a0ec-de40dd61937f","block_type":"box","text":"accountability for delivery by senior executives.","page_number":128,"box":{"x":92,"y":322,"width":328,"height":13}},{"id":"68ca2247-4d2a-4161-8748-c979a40ccd90","block_type":"box","text":"• The capital management strategy explains how the company allocates investments to (traditional and next generation)","page_number":128,"box":{"x":59,"y":343,"width":867,"height":12}},{"id":"225ccb2a-eede-435d-9510-e0c1ea614e99","block_type":"box","text":"business lines and innovation, and returns cash to shareholders, consistent with the company’s stated low-carbon","page_number":128,"box":{"x":92,"y":358,"width":799,"height":12}},{"id":"b93c1ddb-32ba-447d-b748-d6bfd2b5521a","block_type":"box","text":"transition strategy.","page_number":128,"box":{"x":91,"y":374,"width":130,"height":11}},{"id":"cd18221e-bba7-4d9a-938e-efbc47c1438e","block_type":"box","text":"• The climate and low-carbon transition risks most likely to significantly impact the business are integrated into the","page_number":128,"box":{"x":59,"y":393,"width":828,"height":12}},{"id":"7a3a9efa-32cf-4dcf-b648-cfc5ab3d39b7","block_type":"box","text":"company’s enterprise risk management processes and reporting.","page_number":128,"box":{"x":92,"y":408,"width":454,"height":12}},{"id":"042a207a-adca-4938-a368-8df886f0664c","block_type":"box","text":"• The company has set scope 1 and 2 GHG emissions reduction targets, science-based and independently verified where","page_number":128,"box":{"x":59,"y":428,"width":866,"height":13}},{"id":"04afdfac-5161-4e66-8e52-fb9c560c43ec","block_type":"box","text":"possible, against a baseline, that are consistent with the ambition to limit average global temperature rise to no more","page_number":128,"box":{"x":92,"y":443,"width":817,"height":13}},{"id":"7eab1770-4fae-477f-b7ed-54646ee61560","block_type":"box","text":"than 1.5°C above pre-industrial levels.","page_number":128,"box":{"x":91,"y":458,"width":265,"height":13}},{"id":"c5cdddf4-a36e-4f1c-b0be-0d464d7662d6","block_type":"box","text":"• There is a clear link between the company’s scope 1 and 2 GHG emissions reduction targets over time and its long-term","page_number":128,"box":{"x":59,"y":479,"width":872,"height":12}},{"id":"7d5c5f0d-650d-4490-987b-236c93270561","block_type":"box","text":"low-carbon transition strategy.","page_number":128,"box":{"x":92,"y":494,"width":214,"height":12}},{"id":"5aa4b41a-270a-44ec-842d-c1f565a8d7e7","block_type":"box","text":"• The company is monitoring its most significant scope 3 emissions and disclosing these where it is confident in the data.","page_number":128,"box":{"x":59,"y":514,"width":872,"height":12}},{"id":"0bd51a6d-0883-4198-882f-c406ad1304df","block_type":"box","text":"Given forthcoming regulatory requirements in certain jurisdictions, some companies are voluntarily disclosing scope 3","page_number":128,"box":{"x":92,"y":529,"width":827,"height":12}},{"id":"6bf5651c-52dd-49d7-9c22-3332c52b009a","block_type":"box","text":"emissions reductions targets and plans, setting out how they are working on decarbonization with the different","page_number":128,"box":{"x":92,"y":544,"width":778,"height":12}},{"id":"b3105d0d-262d-4c59-a5a9-536656acd773","block_type":"box","text":"constituents in their value chain.","page_number":128,"box":{"x":92,"y":559,"width":226,"height":10}},{"id":"f22ead42-2640-4125-beee-715407c80638","block_type":"box","text":"(21)","page_number":128,"box":{"x":320,"y":557,"width":20,"height":8}},{"id":"b4b270aa-027f-4950-aa69-a96cbfd7d7f8","block_type":"box","text":"• The company’s governance and oversight processes for managing material risks associated with corporate political","page_number":128,"box":{"x":59,"y":579,"width":840,"height":13}},{"id":"39bef77d-f3d4-4fcd-a640-ec5fc72466a6","block_type":"box","text":"activities including applicable policies and procedures where relevant.","page_number":128,"box":{"x":92,"y":594,"width":486,"height":13}},{"id":"e618f64d-9eda-4ee0-872f-9757d5981471","block_type":"box","text":"(22)","page_number":128,"box":{"x":580,"y":592,"width":21,"height":9}},{"id":"ca3102ae-029e-473f-8597-d45c1637d82e","block_type":"box","text":"The dedicated team looks for public policy","page_number":128,"box":{"x":606,"y":594,"width":298,"height":13}},{"id":"4365937c-c606-4c7a-9b5f-d1212148eb63","block_type":"box","text":"engagement to be consistent with a company’s stated strategic policy objectives, including those related to the low","page_number":128,"box":{"x":92,"y":610,"width":813,"height":12}},{"id":"0f733685-01a5-44fa-99b7-2ec7730272c8","block_type":"box","text":"carbon transition.","page_number":128,"box":{"x":92,"y":625,"width":122,"height":9}},{"id":"ba3705f7-9da1-414d-98a2-e2b0ffe20e3b","block_type":"box","text":"Voting against directors over concerns about climate risk","page_number":128,"box":{"x":75,"y":651,"width":413,"height":13}},{"id":"2d6e27a6-464b-4226-a0de-4435ad2d8680","block_type":"box","text":"In implementing these Guidelines, the dedicated team generally supports non-executive directors standing for election","page_number":128,"box":{"x":60,"y":678,"width":830,"height":12}},{"id":"1efac306-542a-4faa-8937-3e259a8a7942","block_type":"box","text":"where, in its assessment based on company disclosures and engagement, a company is executing on its commitment to","page_number":128,"box":{"x":59,"y":693,"width":844,"height":12}},{"id":"fa42b317-a603-46d6-987c-b542adfce8e8","block_type":"box","text":"align with the transition to a low-carbon economy, as defined above. Where the dedicated team determines this is not the","page_number":128,"box":{"x":59,"y":708,"width":852,"height":12}},{"id":"b636ed08-f579-4acb-a937-6c244943fa56","block_type":"box","text":"(20) More companies are developing such plans, and public policymakers in certain markets are signaling their intentions to require them or already h","page_number":128,"box":{"x":59,"y":748,"width":845,"height":9}},{"id":"f6e8f721-c4e2-4cb5-abed-9966538d1338","block_type":"box","text":"ave","page_number":128,"box":{"x":906,"y":750,"width":18,"height":5}},{"id":"e8e9e142-c43a-48b5-aece-f522ef77f0e1","block_type":"box","text":"requirements in place, such as Australia, Brazil, and the European Union (please see the International Transition Plan Network for information).","page_number":128,"box":{"x":92,"y":760,"width":797,"height":10}},{"id":"bbaa75c4-87e3-4456-ab61-5c6b93ed5b70","block_type":"box","text":"BlackRock views transition plans as a method for a company to both internally assess and externally communicate its long-term strategy, ambition,","page_number":128,"box":{"x":92,"y":773,"width":825,"height":10}},{"id":"464897f2-dbfd-4ce6-a713-34b9267e7f25","block_type":"box","text":"objectives, and actions to create financial value through the global transition towards a low-carbon economy. Across the landscape there remains","page_number":128,"box":{"x":92,"y":785,"width":815,"height":10}},{"id":"24f43471-5c17-4e3a-b06b-ae382566f559","block_type":"box","text":"divergence on the objectives of such plans and the details they should contain. Website accessed in December 2025.","page_number":128,"box":{"x":92,"y":798,"width":652,"height":10}},{"id":"374e436a-b189-4834-9097-9ad885ae7d06","block_type":"box","text":"(21) FTSE Russell address the materiality of different categories of scope 3 GHG emissions by sector in a January 2024 paper “Scope for improvement: So","page_number":128,"box":{"x":59,"y":813,"width":862,"height":10}},{"id":"b55d3f94-3784-4e28-b7d4-14a07842dbb4","block_type":"box","text":"lv","page_number":128,"box":{"x":922,"y":813,"width":13,"height":8}},{"id":"43abf175-e2f6-443a-82c6-7f24c2e674ff","block_type":"box","text":"ing the Scope 3 conundrum.” Their research indicates that there are 2-3 material scope 3 GHG emissions categories by sector. The research uses a","page_number":128,"box":{"x":92,"y":826,"width":819,"height":10}},{"id":"8f4796c4-8960-468b-8552-58627f4dd8ed","block_type":"box","text":"definition of materiality from the GHG Protocol, which “encourages companies to maintain a representative inventory of the “most significant GHG","page_number":128,"box":{"x":92,"y":838,"width":822,"height":10}},{"id":"35b27164-35f1-48cb-9314-fcf265f223dd","block_type":"box","text":"emissions, [that] offer the most significant GHG reduction opportunities and are most relevant to the company’s business goals.” Website accessed i","page_number":128,"box":{"x":92,"y":851,"width":832,"height":10}},{"id":"7b528be6-4ec2-42b4-aa12-27092559f810","block_type":"box","text":"n","page_number":128,"box":{"x":926,"y":853,"width":6,"height":6}},{"id":"dfb51a59-750e-4ae8-8a4f-8c99920292c8","block_type":"box","text":"December 2025.","page_number":128,"box":{"x":92,"y":863,"width":91,"height":8}},{"id":"0c51964c-3d77-4e77-ab1a-8ee5127bda92","block_type":"box","text":"(22) Corporate political activities may include lobbying as defined by local regulations, policy engagement (including trade association members","page_number":128,"box":{"x":59,"y":879,"width":814,"height":9}},{"id":"2da911a7-04fb-48d4-b180-2f4b76345b54","block_type":"box","text":"hips), and","page_number":128,"box":{"x":874,"y":879,"width":55,"height":9}},{"id":"e6f312bd-6723-40ae-bf9a-c8350a1c55c8","block_type":"box","text":"corporate political contributions.","page_number":128,"box":{"x":92,"y":891,"width":182,"height":10}},{"id":"e648c5ea-f034-4439-ae22-a6206bbd77ed","block_type":"box","text":"A-38","page_number":128,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"b09ebf54-87e9-4c2a-9b54-b0463d392166","block_type":"box","text":"case, it may vote against the election of one or more directors who the team identifies as having the most responsibility for","page_number":129,"box":{"x":59,"y":67,"width":861,"height":12}},{"id":"a4654dd8-e95d-4733-a2fa-2308ec6e49bc","block_type":"box","text":"the issue. The directors most likely to be in focus are the chair of the board committee with low-carbon transition, climate or","page_number":129,"box":{"x":59,"y":82,"width":872,"height":12}},{"id":"4320664e-3f74-4f0f-beb6-8456cd612eb9","block_type":"box","text":"sustainability risk oversight responsibilities, other members of the relevant committee, the lead independent director or the","page_number":129,"box":{"x":59,"y":97,"width":861,"height":12}},{"id":"e57d5a38-5ff8-41c2-9fbe-54da134b19ee","block_type":"box","text":"non-executive chair of the board. In certain markets, the team may withhold support for the discharge of the supervisory","page_number":129,"box":{"x":60,"y":112,"width":846,"height":12}},{"id":"af7926d4-e34e-499c-94d0-71387aedb104","block_type":"box","text":"board or equivalent and/or board reports.","page_number":129,"box":{"x":60,"y":127,"width":291,"height":12}},{"id":"33e25d5a-90dc-4530-a1e6-2c53bc67b842","block_type":"box","text":"(23)","page_number":129,"box":{"x":352,"y":125,"width":21,"height":8}},{"id":"9ed24a4a-052c-4ceb-a858-7e95b8d8f9c7","block_type":"box","text":"Where the dedicated team has not supported director elections over climate concerns in a prior year, and the company has","page_number":129,"box":{"x":59,"y":154,"width":861,"height":12}},{"id":"e430f612-fcac-4a4f-81e7-4a111ca99f80","block_type":"box","text":"not subsequently made progress towards aligning with the transition to a low-carbon economy, the team may escalate by","page_number":129,"box":{"x":60,"y":169,"width":853,"height":12}},{"id":"b6255831-abe7-498b-bf6a-978089aff0ef","block_type":"box","text":"not supporting the re-election of additional responsible directors.","page_number":129,"box":{"x":60,"y":184,"width":455,"height":12}},{"id":"b307da1c-08f9-4ced-b318-208c2e8db7d8","block_type":"box","text":"(24)","page_number":129,"box":{"x":517,"y":182,"width":20,"height":8}},{"id":"733d38e4-0d55-44ac-8fe3-c372f83c1dab","block_type":"box","text":"Management proposals to approve a climate strategy or progress report","page_number":129,"box":{"x":76,"y":210,"width":521,"height":13}},{"id":"acc7967f-0fee-4b6d-8087-f712784053b8","block_type":"box","text":"In certain markets, company management may submit proposals— commonly referred to as “Say on Climate” — seeking","page_number":129,"box":{"x":60,"y":237,"width":849,"height":12}},{"id":"ececbb3d-cc65-49f3-a2da-5eb5a7a1f976","block_type":"box","text":"shareholder approval of their climate action plans or progress reports. The Guidelines consider these proposals as a valuable","page_number":129,"box":{"x":59,"y":252,"width":870,"height":12}},{"id":"7e840447-772e-4f6e-9643-2352f1d58457","block_type":"box","text":"governance mechanism that can enhance transparency, accountability, and investors’ understanding of a company’s climate","page_number":129,"box":{"x":59,"y":267,"width":872,"height":12}},{"id":"2bd80f00-134c-41ed-a192-a2ee8c6a275f","block_type":"box","text":"strategy. The dedicated team generally supports management’s climate strategy proposal if, in the team’s assessment based","page_number":129,"box":{"x":59,"y":282,"width":871,"height":12}},{"id":"21c28b96-ed82-4c1b-8708-687d950bb13f","block_type":"box","text":"on these Guidelines, the strategy is aligned with the low-carbon transition. Similarly, the dedicated team generally supports","page_number":129,"box":{"x":59,"y":297,"width":861,"height":13}},{"id":"5b6a6316-f008-48a2-a9e9-242b7cb55f1d","block_type":"box","text":"management’s proposal on a progress report if the company has clearly explained its progress against, and any deviations","page_number":129,"box":{"x":60,"y":312,"width":854,"height":13}},{"id":"2613c0df-c6f5-473a-8bb5-54311def048a","block_type":"box","text":"from or changes to, its stated low-carbon transition plan and targets.","page_number":129,"box":{"x":59,"y":327,"width":483,"height":13}},{"id":"bbd59632-8d03-4c2e-a46f-8342bf0400d8","block_type":"box","text":"Shareholder proposals on climate and low-carbon transition matters","page_number":129,"box":{"x":75,"y":354,"width":495,"height":12}},{"id":"932e81b3-f0ea-4ad8-a68a-41d80c0a68e4","block_type":"box","text":"In most markets, shareholders can submit proposals to be voted on at a company’s shareholder meeting, as long as certain","page_number":129,"box":{"x":60,"y":380,"width":861,"height":13}},{"id":"a5db05f0-974d-4d3b-bb6b-a95ed4f70c8f","block_type":"box","text":"requirements are met. Shareholder proposals span a wide range of topics and have varying degrees of relevance for","page_number":129,"box":{"x":60,"y":395,"width":807,"height":13}},{"id":"ada79100-bb8f-4b32-b971-6d76db32e948","block_type":"box","text":"companies across sectors, locations, and business models.","page_number":129,"box":{"x":59,"y":411,"width":410,"height":12}},{"id":"cb81c617-0ae3-4398-8c0a-f2a9182e6fed","block_type":"box","text":"Each shareholder proposal is evaluated on a case-by-case basis, focusing on its merit while considering the company’s","page_number":129,"box":{"x":60,"y":437,"width":829,"height":12}},{"id":"24f8217b-6267-4a4a-bc8a-0d9d75c62edf","block_type":"box","text":"individual circumstances. When the dedicated team votes in support of a proposal, it is not necessarily endorsing every","page_number":129,"box":{"x":60,"y":452,"width":833,"height":12}},{"id":"f8ee1515-289a-458e-9320-a4a00dfee116","block_type":"box","text":"element of the proposal or the reasoning, objectives, or supporting statement of the proponent.","page_number":129,"box":{"x":59,"y":467,"width":670,"height":13}},{"id":"0b257a25-1c21-44c9-9692-7ccca96f6be0","block_type":"box","text":"In addition to financial materiality, the Guidelines consider the proposal’s relevance to the company’s low-carbon transition","page_number":129,"box":{"x":60,"y":494,"width":860,"height":12}},{"id":"ba3bdc61-f7df-461f-8e45-360bf0f37f99","block_type":"box","text":"strategy and targets. The dedicated team assesses the implications for, and the relevance to, the company’s stated low","page_number":129,"box":{"x":59,"y":509,"width":835,"height":12}},{"id":"34792a27-9a1a-4ece-b711-17817004a77d","block_type":"box","text":"carbon transition strategy and targets. Under the Guidelines, the team may support shareholder proposals that, for example,","page_number":129,"box":{"x":59,"y":524,"width":871,"height":12}},{"id":"9d0cc1d4-3045-45cf-854c-dae002aff9ca","block_type":"box","text":"ask a company to:","page_number":129,"box":{"x":59,"y":539,"width":126,"height":12}},{"id":"2ce6ed22-ca66-45d8-a28d-3424b6baf3bd","block_type":"box","text":"• Publish a business plan, and related disclosures, consistent with the ambition to limit average global temperature rise to","page_number":129,"box":{"x":59,"y":559,"width":871,"height":13}},{"id":"4c913c65-1a3c-4ea1-9025-62ca6e136aae","block_type":"box","text":"no more than 1.5°C above pre-industrial levels","page_number":129,"box":{"x":92,"y":574,"width":323,"height":13}},{"id":"fcb258dd-db24-4c7c-84d7-08abf87052c5","block_type":"box","text":"• Align scope 1 and 2 GHG emissions reduction targets to, and/or discuss how their targets align with, a long-term goal of","page_number":129,"box":{"x":59,"y":594,"width":881,"height":13}},{"id":"e438ee3a-00b6-4c64-b203-48c5b6f05128","block_type":"box","text":"the company achieving net zero GHG emissions by 2050","page_number":129,"box":{"x":91,"y":610,"width":394,"height":12}},{"id":"4ab502f9-3f8e-4ec3-9eb0-caaced50ac01","block_type":"box","text":"• Disclose the categories of scope 3 GHG emissions most significant to a company’s business model","page_number":129,"box":{"x":59,"y":630,"width":723,"height":12}},{"id":"4de2af4d-2ed1-4dcc-b035-1197d5b367c1","block_type":"box","text":"• Improve voluntary disclosures on the alignment of a company’s climate-related corporate political activities with its","page_number":129,"box":{"x":59,"y":650,"width":840,"height":12}},{"id":"5a61b654-14aa-4ee3-bf0c-b6adb5f50705","block_type":"box","text":"strategic policy positions, where existing disclosure is insufficient","page_number":129,"box":{"x":92,"y":665,"width":455,"height":12}},{"id":"70522b11-4a1a-47c1-810c-a35f8f589639","block_type":"box","text":"(25)","page_number":129,"box":{"x":548,"y":663,"width":21,"height":8}},{"id":"224ae27f-57ef-4cf6-b81e-8ab52b849c94","block_type":"box","text":"The dedicated team does not support shareholder proposals that seek to constrain board or management decision-making","page_number":129,"box":{"x":59,"y":691,"width":863,"height":13}},{"id":"4eb476c3-3941-4939-ab00-98a79d8e107a","block_type":"box","text":"or direct specific business or strategic decisions.","page_number":129,"box":{"x":59,"y":707,"width":337,"height":12}},{"id":"b052d822-a753-45cb-a19d-0cb6dc7cfda7","block_type":"box","text":"(23) Board report votes are generally advisory and relate to reports issued by the board of directors that may contain information on a company’s","page_number":129,"box":{"x":59,"y":798,"width":818,"height":10}},{"id":"1ced7fa1-8a8c-4490-a323-a27964935bf3","block_type":"box","text":"sustainability efforts, operational resilience, or financial condition, among others.","page_number":129,"box":{"x":92,"y":811,"width":451,"height":9}},{"id":"7913f99e-293e-443f-91c6-cbb29b069444","block_type":"box","text":"(24) While the dedicated team may escalate voting by not supporting additional management proposals, principally director elections, the team does","page_number":129,"box":{"x":59,"y":826,"width":841,"height":10}},{"id":"1a8ea9a1-257b-4619-ad3c-cc87e1e6ff35","block_type":"box","text":"not","page_number":129,"box":{"x":905,"y":827,"width":18,"height":6}},{"id":"8cb7e12a-7e99-43e5-b9c9-9b3902ff22b0","block_type":"box","text":"consider filing shareholder proposals, preannouncing voting intentions or using the media to amplify concerns as appropriate courses of action. Th","page_number":129,"box":{"x":92,"y":838,"width":824,"height":10}},{"id":"0c11786d-d6b0-43a0-b5a7-838ee40f510b","block_type":"box","text":"e","page_number":129,"box":{"x":918,"y":841,"width":5,"height":5}},{"id":"2ee8fd80-cc99-4012-b264-94bb13122a26","block_type":"box","text":"dedicated team will continue to take a constructive, long-term focused approach, to engagement and voting on behalf of clients under these Guide","page_number":129,"box":{"x":92,"y":851,"width":830,"height":10}},{"id":"70952e5d-19a9-4db0-b470-4c75337a9da2","block_type":"box","text":"lines.","page_number":129,"box":{"x":92,"y":863,"width":27,"height":8}},{"id":"77462513-09cf-46c8-91a2-91e32b28ec20","block_type":"box","text":"(25) Corporate political activities may include lobbying as defined by local regulations, policy engagement (including trade association members","page_number":129,"box":{"x":59,"y":879,"width":814,"height":9}},{"id":"7a036c99-64cb-4a72-b7fb-f3722490237b","block_type":"box","text":"hips), and","page_number":129,"box":{"x":874,"y":879,"width":55,"height":9}},{"id":"a914c958-d929-428c-8880-50ae3e8c3368","block_type":"box","text":"corporate political contributions.","page_number":129,"box":{"x":92,"y":891,"width":182,"height":10}},{"id":"c2e2e23c-9c69-4950-a873-1cb4132d8a94","block_type":"box","text":"A-39","page_number":129,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"7c1c46d8-6396-44f2-ad40-11647f60944d","block_type":"box","text":"Related matters","page_number":130,"box":{"x":60,"y":67,"width":111,"height":9}},{"id":"4e6e4b7d-198c-4381-b74f-62d184e6c46e","block_type":"box","text":"There are other business items not covered above that may be put to a shareholder vote that could address matters relevant","page_number":130,"box":{"x":59,"y":93,"width":870,"height":12}},{"id":"4db9ce58-848c-487c-89df-e6c33ecc1f02","block_type":"box","text":"to the transition to a low-carbon economy. Under these Guidelines, the dedicated team engages, where appropriate, to","page_number":130,"box":{"x":59,"y":108,"width":832,"height":13}},{"id":"c809b3a9-f4c4-4252-b3b2-63f1a26d518d","block_type":"box","text":"enhance its understanding of a company’s approach. Generally, voting on these matters would be covered by BIS’ Benchmark","page_number":130,"box":{"x":59,"y":123,"width":878,"height":13}},{"id":"ca2feceb-41aa-49c6-8d33-36dafe6b6bd2","block_type":"box","text":"Policies.","page_number":130,"box":{"x":60,"y":138,"width":53,"height":10}},{"id":"0cfb30a2-5955-4ddc-8b06-d01902259f73","block_type":"box","text":"Executive compensation","page_number":130,"box":{"x":76,"y":166,"width":174,"height":11}},{"id":"d2184a96-b2f2-4a61-9b4d-476a6de04963","block_type":"box","text":"The dedicated team looks to company boards to put in place a compensation structure that incentivizes and rewards","page_number":130,"box":{"x":59,"y":191,"width":819,"height":13}},{"id":"7d5b6f11-2efc-4ee6-88e9-4ebb6fee43b8","block_type":"box","text":"executives appropriately. Some companies, in light of their long-term strategy, may decide to include relevant GHG emissions","page_number":130,"box":{"x":59,"y":206,"width":876,"height":13}},{"id":"b2c0421c-03e8-402d-b37e-cb3105d0d0ed","block_type":"box","text":"reduction targets or low-carbon transition-related metrics in their incentive plans. In such cases, the dedicated team would","page_number":130,"box":{"x":60,"y":222,"width":860,"height":12}},{"id":"4ffcb185-1efe-4dac-bed5-d6f273c64168","block_type":"box","text":"engage to understand the alignment between those metrics and the company’s stated climate strategy. Clear disclosure also","page_number":130,"box":{"x":59,"y":237,"width":873,"height":12}},{"id":"4e343ff0-119f-47bb-b0c6-49c61ac95241","block_type":"box","text":"helps investors assess whether pay structures are consistent with long-term climate strategy and risk management.","page_number":130,"box":{"x":60,"y":252,"width":810,"height":12}},{"id":"f6a105be-7f2d-4d90-9ea7-664e9fe80a8f","block_type":"box","text":"Auditors and audit-related issues","page_number":130,"box":{"x":75,"y":278,"width":240,"height":10}},{"id":"cd2159f6-e048-4d51-960a-4a688b64c523","block_type":"box","text":"For companies with material climate or transition risks or opportunities in their business models, the dedicated team is","page_number":130,"box":{"x":60,"y":305,"width":830,"height":12}},{"id":"f07d273f-aca1-4459-a3d2-3f0c0d0b8c1f","block_type":"box","text":"interested in understanding whether the company considers and, if relevant, quantifies, and accounts for material climate","page_number":130,"box":{"x":60,"y":320,"width":857,"height":12}},{"id":"8836d1cf-f5b2-4df7-b310-79d16dfd50b3","block_type":"box","text":"related risks in its financial statements, including if the company explains such risks within the context of its audit report. The","page_number":130,"box":{"x":60,"y":335,"width":876,"height":12}},{"id":"2def6a7f-14be-4936-9c80-ad5bb4f1e853","block_type":"box","text":"team notes that assurance of corporate disclosures related to climate risk and the transition to a low-carbon economy is still","page_number":130,"box":{"x":59,"y":350,"width":870,"height":12}},{"id":"b24527d7-8b7f-4896-acac-a1c8a2b2564b","block_type":"box","text":"nascent.","page_number":130,"box":{"x":60,"y":366,"width":57,"height":9}},{"id":"09581906-9306-4446-8a4b-15afedd79dd9","block_type":"box","text":"Mergers, acquisitions, asset sales, and other special situations","page_number":130,"box":{"x":76,"y":392,"width":448,"height":12}},{"id":"d0a72358-a6e5-4d02-a10a-f3578b233a9b","block_type":"box","text":"Special situations will be considered on their financial merits, but the dedicated team may engage on climate-related factors","page_number":130,"box":{"x":59,"y":418,"width":870,"height":12}},{"id":"7b664456-5578-488f-9905-8a51f38a7ce2","block_type":"box","text":"under these Guidelines where a transaction may significantly alter a company’s climate strategy or a shareholder activist has","page_number":130,"box":{"x":60,"y":433,"width":871,"height":13}},{"id":"c3bfb2ec-f371-448b-b50a-3f4b2a254159","block_type":"box","text":"proposed governance, strategic or operational changes that may impact its climate strategy. The dedicated team does not","page_number":130,"box":{"x":59,"y":448,"width":855,"height":13}},{"id":"b9276591-2773-4cc7-a5ce-8a293904c2eb","block_type":"box","text":"promote changes in corporate control or engage in shareholder activism.","page_number":130,"box":{"x":59,"y":463,"width":512,"height":13}},{"id":"7c6c5064-c995-423f-ae0e-e6ba1aea9c89","block_type":"box","text":"Other business relevant sustainability-related risks and opportunities","page_number":130,"box":{"x":76,"y":490,"width":498,"height":12}},{"id":"5a691e2b-4853-4ea5-b96d-a6f6790dd619","block_type":"box","text":"Climate risk and the transition to a low-carbon economy are interconnected with a number of other material sustainability","page_number":130,"box":{"x":59,"y":516,"width":863,"height":13}},{"id":"fcb9aaea-964d-49ee-b302-e30ab8622667","block_type":"box","text":"related risks and opportunities that may be relevant to a company’s business model and long-term financial performance.","page_number":130,"box":{"x":60,"y":531,"width":852,"height":13}},{"id":"3d4b6497-b09a-4995-8e7e-cc99b0ec8ad0","block_type":"box","text":"These include a company’s impacts or dependencies on natural capital and key stakeholders.","page_number":130,"box":{"x":59,"y":547,"width":651,"height":12}},{"id":"ff1e8856-70e8-4412-8c97-abc24cfc4a49","block_type":"box","text":"(26)","page_number":130,"box":{"x":712,"y":545,"width":21,"height":8}},{"id":"fd883602-467d-4470-afb3-7727d9bd2bb4","block_type":"box","text":"In the context of these","page_number":130,"box":{"x":739,"y":547,"width":156,"height":9}},{"id":"409f5d6f-17fd-4c3b-8f58-93324a841938","block_type":"box","text":"Guidelines, the dedicated team may engage companies to better understand how they are managing the impact on people","page_number":130,"box":{"x":59,"y":562,"width":861,"height":12}},{"id":"fcaef04a-4f88-452d-b089-8e719b12c42b","block_type":"box","text":"(e.g., employees, suppliers, customers and communities) of any strategic or operational changes they are making in relation","page_number":130,"box":{"x":60,"y":577,"width":867,"height":12}},{"id":"c60e70eb-1287-4c04-b6cf-dd6a582e298c","block_type":"box","text":"to their transition to a low-carbon economy. Similarly, the team may engage companies that face risks and opportunities","page_number":130,"box":{"x":59,"y":592,"width":844,"height":12}},{"id":"7afcd90a-e651-493a-9fb6-e926e9501f20","block_type":"box","text":"related to land use and deforestation, access to fresh water, or the ability to secure scarce resources critical to the transition","page_number":130,"box":{"x":60,"y":607,"width":863,"height":12}},{"id":"d927fd08-8abc-41ce-a4cc-096608f26f3d","block_type":"box","text":"to a low-carbon economy.","page_number":130,"box":{"x":59,"y":622,"width":182,"height":13}},{"id":"23c10545-180a-443a-897e-e35aab3f8d94","block_type":"box","text":"(26) Engagement with companies on these issues is informed by BIS’ commentaries on natural capital, human capital management, and corporate human","page_number":130,"box":{"x":59,"y":879,"width":872,"height":9}},{"id":"1d44fb83-b1ce-442e-a9a8-b59f46766951","block_type":"box","text":"rights risks, December 2025.","page_number":130,"box":{"x":92,"y":891,"width":158,"height":10}},{"id":"bbed6faa-4f38-4a77-97eb-f994a8bc2a51","block_type":"box","text":"A-40","page_number":130,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"462c9ef5-2269-4435-a2d1-0682198117f9","block_type":"box","text":"Appendix 1","page_number":131,"box":{"x":59,"y":67,"width":80,"height":12}},{"id":"6207c171-58c5-4b63-8634-5d5663e719ca","block_type":"box","text":"Terminology","page_number":131,"box":{"x":75,"y":93,"width":91,"height":12}},{"id":"537d7205-4256-4d69-a5d1-b802576b7ff5","block_type":"box","text":"We understand the key concepts referred to within these Guidelines as follows:","page_number":131,"box":{"x":59,"y":120,"width":552,"height":12}},{"id":"22a8b6fd-d6ef-43f3-a510-f6f7a91165bd","block_type":"box","text":"Climate risk:","page_number":131,"box":{"x":59,"y":146,"width":88,"height":10}},{"id":"7a43b630-944c-4f3a-a56b-8fa79ae9fdd9","block_type":"box","text":"Includes physical risk, the increased risk to companies’ assets and activities caused by the direct impact of","page_number":131,"box":{"x":154,"y":146,"width":742,"height":12}},{"id":"82b59373-71a5-446b-a687-9fa56fab08f7","block_type":"box","text":"changing weather patterns and natural catastrophes, and transition risk, the impact of the transition to a low-carbon","page_number":131,"box":{"x":59,"y":161,"width":817,"height":12}},{"id":"e5946528-e71d-4227-b534-c06662acb949","block_type":"box","text":"economy on a company’s long-term profitability.","page_number":131,"box":{"x":59,"y":176,"width":340,"height":13}},{"id":"f6e86f15-8729-47c4-aa85-f95367ac1316","block_type":"box","text":"Transition to a low-carbon economy (“low-carbon transition”):","page_number":131,"box":{"x":58,"y":203,"width":455,"height":12}},{"id":"1dc13c3f-8f5d-4940-85fc-45393571e8b3","block_type":"box","text":"The global economic shift toward lower emissions across","page_number":131,"box":{"x":518,"y":203,"width":401,"height":12}},{"id":"bd9b1e9c-e339-4c31-aff2-a4086f5879b6","block_type":"box","text":"many sectors and business models. The economic transformation is being driven by changes in government policy,","page_number":131,"box":{"x":60,"y":218,"width":805,"height":12}},{"id":"3a777ed0-47c1-4d27-bb7d-b08859250dec","block_type":"box","text":"technology, and consumer and investor preferences, as well as the physical effects of climate change (e.g., extreme weather),","page_number":131,"box":{"x":59,"y":233,"width":876,"height":12}},{"id":"889e838e-8241-497f-9447-dd604f62b1d3","block_type":"box","text":"and can potentially have a material impact on clients’ investments and portfolios.","page_number":131,"box":{"x":59,"y":248,"width":567,"height":12}},{"id":"dfc414a8-2d0e-4fbd-8e65-a98556095625","block_type":"box","text":"Decarbonization:","page_number":131,"box":{"x":60,"y":274,"width":121,"height":10}},{"id":"d751fdd0-ce41-4a4e-8cbc-401b1fd74e9e","block_type":"box","text":"the process of reducing or eliminating emissions of carbon dioxide (CO","page_number":131,"box":{"x":186,"y":274,"width":498,"height":13}},{"id":"173a35e4-ff03-48dd-9670-743c30c214f2","block_type":"box","text":"2","page_number":131,"box":{"x":685,"y":281,"width":6,"height":6}},{"id":"b93cd650-b57f-4782-bfb4-09157c205d1a","block_type":"box","text":") from human activity and","page_number":131,"box":{"x":692,"y":274,"width":182,"height":13}},{"id":"861fe857-1e0b-48f1-a45d-78a8e474fb5d","block_type":"box","text":"removing carbon currently in the atmosphere. This can be carried out by countries, companies and even individual","page_number":131,"box":{"x":60,"y":290,"width":800,"height":12}},{"id":"0e47c441-3ffd-46eb-bb38-878367092c36","block_type":"box","text":"consumers. Sometimes the concept is understood to include the reduction and elimination of other GHG, e.g., methane.","page_number":131,"box":{"x":59,"y":305,"width":842,"height":12}},{"id":"0e30a643-f511-4e0f-b162-ed096e0b5738","block_type":"box","text":"Climate-related risks and opportunities:","page_number":131,"box":{"x":59,"y":331,"width":286,"height":13}},{"id":"dfb7a9f5-746c-4576-adc0-e8ca157d8211","block_type":"box","text":"The investment opportunities and risks associated with the transition to a low","page_number":131,"box":{"x":350,"y":331,"width":552,"height":13}},{"id":"74a53d0d-da19-4901-bb27-2aea699eee13","block_type":"box","text":"carbon economy, including transition risks and opportunities and physical risks and opportunities in adapting to physical","page_number":131,"box":{"x":59,"y":346,"width":845,"height":13}},{"id":"fe0937e9-669a-4281-bb43-e0bfc504324e","block_type":"box","text":"climate change.","page_number":131,"box":{"x":59,"y":361,"width":110,"height":13}},{"id":"9e777770-4c2c-489a-83f5-3130521e86cb","block_type":"box","text":"Climate-related transition plan:","page_number":131,"box":{"x":59,"y":388,"width":224,"height":12}},{"id":"5e567f13-4405-47a4-bd13-8ada86cec53c","block_type":"box","text":"“An aspect of an entity’s overall strategy that lays out the entity’s targets, actions or","page_number":131,"box":{"x":289,"y":388,"width":584,"height":12}},{"id":"08ccc2f3-1081-4820-bde5-cd0c4fef06f3","block_type":"box","text":"resources for its transition towards a lower-carbon economy, including actions such as reducing its greenhouse gas","page_number":131,"box":{"x":60,"y":403,"width":808,"height":12}},{"id":"b2bf3512-ea45-4c48-afd2-b3f4e5e77146","block_type":"box","text":"emissions.”","page_number":131,"box":{"x":59,"y":418,"width":79,"height":10}},{"id":"d392d1a7-1ef4-4e71-be04-149ebb17617a","block_type":"box","text":"(27)","page_number":131,"box":{"x":140,"y":416,"width":21,"height":8}},{"id":"10227cc1-8deb-4641-9ad0-fc59c2d72070","block_type":"box","text":"Science-based GHG emissions reduction targets:","page_number":131,"box":{"x":59,"y":445,"width":351,"height":12}},{"id":"c0269166-db12-40ff-a6d7-a960015ad024","block_type":"box","text":"Targets that “","page_number":131,"box":{"x":415,"y":445,"width":95,"height":12}},{"id":"b5c08e02-62c9-4d55-82d9-f260d17cfc4a","block_type":"box","text":"are in line with what the latest climate science deems","page_number":131,"box":{"x":519,"y":445,"width":374,"height":9}},{"id":"9b0410a0-c998-4126-b545-7dd7879635b3","block_type":"box","text":"necessary to meet the goals of the Paris Agreement — limiting global warming to 1.5°C above pre-industrial levels. 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