{"annotation_id":"ba7b1dbb-bcdc-4a2b-a6e5-fa75d60a5dd2","file_hash":"a0d1fc3b56217f5464b1a63fa5c4a6608542b2e7df42fd72ba53eded72bd15a2","schema_id":"open/document-extraction","schema_version":"0.5.0","record":{"extraction_type":"boxes","producer":"pdf-extractor-v0.5.0","blocks":[{"id":"cc24deb8-596b-4be2-a437-c534f7acd7b2","block_type":"box","text":"iShares U.S. ETF Trust","page_number":1,"box":{"x":418,"y":69,"width":167,"height":10}},{"id":"9c1cabb6-eb7a-4e4d-af28-acf29e77e21a","block_type":"box","text":"Supplement dated October 16, 2026 to the","page_number":1,"box":{"x":344,"y":92,"width":316,"height":13}},{"id":"16223bd8-d3b5-4dd4-8d2c-44d75f3aee65","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":"3f6cc1cb-c832-4fdb-af62-dda2aff5fe35","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":"226f388e-fda9-4b51-90ed-cfc5dcabce0a","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":"c6fdc85b-f3ed-4229-89c5-1c59644ae0a5","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":"58ad6546-cd49-4a9b-994e-4a882ad18c1b","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":"2c958529-2596-4433-a40a-1dfa7b97fab0","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":"d4318f3b-0dd0-4dd5-bb65-c36292ce45fa","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":"86de3f22-6d9a-4cc5-906a-0dbe98fb720b","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":"04f8c7de-cc6e-480a-87c5-d13dc38ca3a0","block_type":"box","text":":","page_number":1,"box":{"x":737,"y":236,"width":7,"height":6}},{"id":"370587d2-2f33-4259-8fa5-73f31a8a298a","block_type":"box","text":"Costs Associated with Creation Transactions.","page_number":1,"box":{"x":184,"y":255,"width":342,"height":10}},{"id":"97d02161-9ba2-4a4b-b7e2-56beef7f21c3","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":"182b81d0-7875-40d2-8e16-804396a5c22c","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":"b8fae9f9-f09e-437d-ae3a-258213ddbef0","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":"e782e853-d697-481d-a417-916bb187816d","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":"fcfb10cc-ada7-447e-a19d-4d6814a56fcd","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":"2d6a2f86-afd3-44f2-8279-dc7e13b2759b","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":"220e1e41-092b-4a3a-9068-91d09021d7ef","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":"95855405-a2be-48a4-b2c0-f2eb912533dd","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":"4b121c2d-f8e1-4b7b-9da7-08c126a1fa69","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":"db60b6ba-8358-49b0-98a8-e287ae83d1c2","block_type":"box","text":"by such custodian.","page_number":1,"box":{"x":184,"y":418,"width":139,"height":13}},{"id":"804b5eab-9a97-4bb6-a972-66da01aab095","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":"183a2f4b-a79c-48e7-8c14-3ec953cc5280","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":"68aaffc7-ec8e-45bd-b71c-a86506aebbef","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":"9df0b9f5-dbcf-4ab7-a300-bee1d0e90862","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":"09212f8b-d9dc-42bb-b5ed-6c7606dab0f5","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":"fcdf36f1-4131-4e71-8ff0-08e36196c6ae","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":"84f6bec6-ed69-4f4f-98ac-24a4f8747588","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":"1d1a8a4b-415a-4dd9-8237-adf3f2edd245","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":"028153c1-4827-4a8f-8d0d-fea593595bcb","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":"5ff10f1f-67b8-4c7e-8dcc-b00d0781efc3","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":"ab5e60a9-b5de-41d0-8521-0de9151ec934","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":"1290f93a-095a-4202-9c2d-286c446dfa70","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":"f91dfeb9-2b7e-4f02-84b9-2e285dead49b","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":"7b0cecf0-9a2e-4856-b172-f999ffa3dbae","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":"e8cdfd91-3352-44d2-8e18-987039307ada","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":"fb8e77d6-7e7e-4d82-8ea5-81aa77398f64","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":"15e23366-ba7d-4be1-bb31-7a0a6c366eb5","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":"757fd0c6-1479-432d-81bc-dac95ad5a40b","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":"edfd3db1-9a20-46e1-b0ae-23eda13260c3","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":"ec9c1280-1d46-459e-aa72-597868bda494","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":"17dd979c-45cc-477c-919d-a3cbdc11f89a","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":"05cee78a-c063-42b7-ac72-cd86fd42e2ac","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":"edc4b0e3-8a8f-441f-8ea9-b9c59fdfd9c9","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":"03dc853e-243f-4235-a70f-c68bcb6299c0","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":"99e9162f-e070-4632-90fd-9ccdfa89cd35","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":"5d329d2d-989d-4ae4-8b59-288bf89d7c89","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":"49621807-ab12-4e82-b5ca-d710a0738e3f","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":"d90d7050-db2b-4c9c-8574-c50900450031","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":"cd1dc51e-6987-456e-a199-b899168c2523","block_type":"box","text":"Fund","page_number":2,"box":{"x":117,"y":136,"width":29,"height":8}},{"id":"4a9cd17d-b406-4be2-82e6-d28f46194cf7","block_type":"box","text":"Standard","page_number":2,"box":{"x":717,"y":105,"width":55,"height":8}},{"id":"3f596c4c-dbba-4bc1-ac47-d2cded559436","block_type":"box","text":"Creation","page_number":2,"box":{"x":719,"y":115,"width":51,"height":8}},{"id":"6a313306-536d-431a-b6d7-549bc6a7673d","block_type":"box","text":"Transaction","page_number":2,"box":{"x":708,"y":126,"width":72,"height":7}},{"id":"401eef34-27e9-4f00-80d8-5a5f84b3bdcb","block_type":"box","text":"Fee","page_number":2,"box":{"x":735,"y":136,"width":20,"height":8}},{"id":"67792c29-718e-465b-822c-c23e6758d8a9","block_type":"box","text":"Maximum","page_number":2,"box":{"x":821,"y":115,"width":60,"height":8}},{"id":"8d48c864-08c0-4fba-8c16-ee394ea742f7","block_type":"box","text":"Additional","page_number":2,"box":{"x":820,"y":125,"width":63,"height":8}},{"id":"5d8e36d1-3d57-4103-832e-5ae0c0edc09f","block_type":"box","text":"Charge*","page_number":2,"box":{"x":826,"y":136,"width":51,"height":10}},{"id":"7866e6a7-b7b0-4625-ac02-6fdd9594a488","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":"891b1c62-51f5-4d23-96ef-bef6f980b81b","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":"5854c774-87ec-4b98-9ddf-a80e3cd0ef88","block_type":"box","text":"iShares Strategic Metals ETF $0 7.0%","page_number":2,"box":{"x":117,"y":197,"width":767,"height":13}},{"id":"c9ac19dd-b2ac-4112-9a9a-8094c740b4da","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":"3f284c47-fd04-4aa3-b176-339bf05e540c","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":"a01dd98e-c46a-43c1-aae2-a1e1595d8886","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":"d2e2ece4-c8b1-4962-9e5e-cc8e7e3afdd1","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":"8b09b6a6-77fe-4c00-9127-875634b58872","block_type":"box","text":":","page_number":2,"box":{"x":764,"y":284,"width":7,"height":6}},{"id":"1bd60808-93ba-4339-a190-6c8f7002496b","block_type":"box","text":"Costs Associated with Redemption Transactions.","page_number":2,"box":{"x":184,"y":303,"width":370,"height":13}},{"id":"d197f40d-ffee-4917-b0e7-87f99a3ef59a","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":"e8fc7537-2b5a-4433-acd9-f28197b4ba0a","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":"4eb34430-438a-4102-8fbd-8431a1c5b5af","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":"4adc757d-fb12-4f9e-a0b6-1ada23d77a82","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":"e44b9cff-900d-4d05-b937-8197431b3bbb","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":"6a1fe69c-0941-410b-861b-48623e300973","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":"c819369b-404f-4551-9b28-8666de2141ec","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":"3caa282d-81cd-45df-ad0a-48a5c217fda8","block_type":"box","text":"amounts invoiced by such custodian.","page_number":2,"box":{"x":184,"y":435,"width":273,"height":12}},{"id":"f0a15fe4-c1e0-4346-abc4-0d135a6acfac","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":"b044520a-6d35-4c54-81f7-987ad0b4ae88","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":"c977256f-578c-43bc-97e7-f6fe07ba728b","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":"a082b483-3ca9-47c1-885c-a48011b2aecf","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":"f31f5fc3-0858-42d7-80f2-d89111058434","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":"68c19887-d8b4-4abf-85d2-28706e88b10d","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":"dd931995-a1a1-41af-90c9-d3db54530605","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":"58bfe4d0-f0a1-440c-a96e-b2f235333585","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":"20e3f85f-38c9-4a54-97d9-799a2ae9a07f","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":"f550269c-fc2d-4885-a057-f9530dc450d5","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":"4ff7937c-5bbc-4741-a199-4e34c29c6fb4","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":"1f877dfd-a5f8-4484-9e0f-232daaddfb60","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":"88586ec3-9abe-43f9-90d0-5c52e8795e6f","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":"87240d86-bc97-40ce-9537-0828069cb3fc","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":"194625ba-e75f-4cc9-901d-af0ad258769a","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":"f1767797-fd39-45de-b328-5a7331e7783e","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":"b07dc4ce-3a0e-4484-9f63-7eeead718cbb","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":"fb985d2e-696d-4ede-84c6-a2498945be17","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":"84dd6208-f599-4535-9686-1d37ee307641","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":"c664819e-52bf-46de-a103-f47d840fb9f3","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":"66eee765-e264-4c37-addc-c4619e07bc28","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":"b91afce3-674e-40de-be29-1a326422953c","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":"e0ceb987-4fdb-424e-935f-dbcd7bd2e105","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":"d55c1560-dce1-4476-ade8-92d52ad7489e","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":"29e12e1b-76ae-4333-9158-d64fccf8da6b","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":"b0674f9a-a880-49d5-ab1a-6a5a7666f86c","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":"2fd291f0-d353-4460-a413-2e57a2d41b45","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":"a7ad9756-2b27-4cf3-ba73-7df94fa521aa","block_type":"box","text":"as of October 1, 2026 and maximum additional charge (as described 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Bloomberg Roll Select Commodity Strategy ETF $305 2.0%","page_number":3,"box":{"x":117,"y":158,"width":767,"height":13}},{"id":"2d410b9c-34bc-47bd-9906-ca29da74daec","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":"6fdc6799-605c-45ca-94ef-d3a7a7919bfd","block_type":"box","text":"iShares Strategic Metals ETF $0 2.0%","page_number":3,"box":{"x":117,"y":197,"width":767,"height":13}},{"id":"a0c1beab-9800-45e6-a194-57877e41be86","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":"42c8e40c-00f6-4f63-af55-31dfd9ed6a74","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":"0798293e-995d-43d4-943a-b4e890396572","block_type":"box","text":"iShares","page_number":3,"box":{"x":117,"y":869,"width":40,"height":8}},{"id":"f134a21f-7b23-49ef-86cf-7961efd668ca","block_type":"box","text":"®","page_number":3,"box":{"x":158,"y":869,"width":8,"height":5}},{"id":"3d20edc9-9087-4819-8075-91a5c59dd875","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":"a1490bdd-4809-4b8f-a0be-4a5179c2de2b","block_type":"box","text":"IS-A-ESP-1026","page_number":3,"box":{"x":798,"y":887,"width":85,"height":8}},{"id":"328eace2-e3d8-4f17-8b55-0f533795db83","block_type":"box","text":"PLEASE RETAIN THIS SUPPLEMENT","page_number":3,"box":{"x":368,"y":911,"width":265,"height":9}},{"id":"32e903cf-73a8-4305-ba89-91e456ba64ac","block_type":"box","text":"FOR FUTURE 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The Underlying Index rolls and","page_number":6,"box":{"x":157,"y":147,"width":654,"height":12}},{"id":"06070e77-dc67-4090-8f57-e53a277d92d8","block_type":"box","text":"rebalances these contracts monthly back to equal weightings on a price-percentage basis. 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The Subsidiary is advised by BFA and","page_number":6,"box":{"x":157,"y":379,"width":727,"height":13}},{"id":"af14301a-4bc9-4568-9f5b-2626309d138c","block_type":"box","text":"has the same investment objective as the Fund. Unlike the Fund, the Subsidiary is not an investment","page_number":6,"box":{"x":157,"y":395,"width":729,"height":12}},{"id":"de5732d6-5bc5-4f01-a573-b1018b20c684","block_type":"box","text":"company registered under the Investment Company Act of 1940, as amended (the “1940 Act”) and,","page_number":6,"box":{"x":157,"y":410,"width":730,"height":13}},{"id":"66747aed-7c4d-4918-b933-381af08e9860","block_type":"box","text":"unless otherwise noted in this Prospectus, is not subject to the investor protections of the 1940 Act.","page_number":6,"box":{"x":157,"y":426,"width":728,"height":12}},{"id":"0a15af34-2c59-4531-bb89-70db9029b571","block_type":"box","text":"The Subsidiary invests solely in Commodity Investments and cash and cash equivalents.","page_number":6,"box":{"x":156,"y":441,"width":643,"height":13}},{"id":"27437f90-0640-403e-b58d-5fb23de7a195","block_type":"box","text":"In compliance with Subchapter M of the Internal Revenue Code of 1986, as amended (the “Internal","page_number":6,"box":{"x":158,"y":464,"width":721,"height":13}},{"id":"7119e343-7dba-43e8-9e5c-9cbbb8527841","block_type":"box","text":"Revenue Code”), the Fund may invest up to 25% of its total assets in the Subsidiary. The Fund’s","page_number":6,"box":{"x":157,"y":480,"width":696,"height":13}},{"id":"c546b518-8ceb-44d8-abd2-233f4c5cd713","block_type":"box","text":"Commodity Investments held in the Subsidiary are intended to provide the Fund with exposure to","page_number":6,"box":{"x":157,"y":495,"width":711,"height":13}},{"id":"7019b1a0-f46a-4041-af01-8481a02361e9","block_type":"box","text":"broad commodities consistent with current U.S. federal income tax laws applicable to investment","page_number":6,"box":{"x":157,"y":511,"width":709,"height":13}},{"id":"21e864ee-d7dc-4038-b93c-c871d6649867","block_type":"box","text":"companies such as the Fund, which limit the ability of investment companies to invest directly in","page_number":6,"box":{"x":157,"y":526,"width":704,"height":13}},{"id":"edfa44c5-0d48-45ff-938c-511a7d7aa86f","block_type":"box","text":"Commodity Investments.","page_number":6,"box":{"x":157,"y":542,"width":186,"height":13}},{"id":"92286b4e-0cc0-4988-995f-0b7cfd551848","block_type":"box","text":"BFA uses an indexing approach to try to achieve the Fund’s investment objective. The Fund does","page_number":6,"box":{"x":157,"y":565,"width":704,"height":13}},{"id":"64d7a104-6513-4f39-9a64-964cd81f58d8","block_type":"box","text":"not try to “beat” the index it tracks and does not seek temporary defensive positions when markets","page_number":6,"box":{"x":157,"y":581,"width":723,"height":12}},{"id":"205d891b-5d1d-400a-acc2-12e3099bc1b9","block_type":"box","text":"decline or appear overvalued.","page_number":6,"box":{"x":157,"y":596,"width":217,"height":13}},{"id":"e074a0d5-2390-47e2-a6de-c4ed5679abc6","block_type":"box","text":"Indexing may eliminate the chance that the Fund will substantially outperform the Underlying Index","page_number":6,"box":{"x":158,"y":620,"width":726,"height":12}},{"id":"6de023a8-afee-41ef-bbe7-b20f7695d1a2","block_type":"box","text":"but also may reduce some of the risks of active management, such as poor selection of securities","page_number":6,"box":{"x":157,"y":635,"width":709,"height":13}},{"id":"10eae0f0-535d-4d5e-ba31-de559932b9a6","block_type":"box","text":"and/or other instruments. Indexing seeks to achieve lower costs and better after-tax performance","page_number":6,"box":{"x":157,"y":651,"width":714,"height":12}},{"id":"f13dbe77-60e2-43fc-bf2c-a68fac573858","block_type":"box","text":"by aiming to keep portfolio turnover low in comparison to actively managed investment companies.","page_number":6,"box":{"x":157,"y":666,"width":724,"height":13}},{"id":"0a99b9a1-91b1-4ed2-b885-b3904ac614aa","block_type":"box","text":"The Fund seeks to track the investment results of the Underlying Index before fees and expenses of","page_number":6,"box":{"x":156,"y":689,"width":721,"height":13}},{"id":"bead30fe-e2a0-4059-a4a0-4f50aadec8cc","block_type":"box","text":"the Fund. BFA uses a representative sampling indexing strategy to manage the Fund.","page_number":6,"box":{"x":156,"y":705,"width":615,"height":12}},{"id":"de2284ca-1d4d-4f52-a0d8-e62c2033fa8a","block_type":"box","text":"“Representative sampling” is an indexing strategy that involves investing in a representative sample","page_number":6,"box":{"x":157,"y":720,"width":721,"height":13}},{"id":"7802bf1a-e429-4687-9eb9-69714b54b9e1","block_type":"box","text":"of securities or other instruments intended to collectively have an investment profile similar to that","page_number":6,"box":{"x":157,"y":736,"width":715,"height":12}},{"id":"3038c95c-ac1c-4d9b-b953-03e0744f289e","block_type":"box","text":"of an applicable underlying index. The instruments selected are expected to have, in the aggregate,","page_number":6,"box":{"x":157,"y":751,"width":716,"height":13}},{"id":"595d4f7d-19ed-415b-beee-55ac5b23423b","block_type":"box","text":"investment characteristics (based on factors such as market capitalization and industry","page_number":6,"box":{"x":157,"y":767,"width":632,"height":12}},{"id":"352b15df-e34a-4a69-b2dc-af0427665357","block_type":"box","text":"weightings), fundamental characteristics (such as return variability and yield) and liquidity","page_number":6,"box":{"x":156,"y":782,"width":655,"height":13}},{"id":"a4385703-4649-4271-84c3-c5707ea71a7e","block_type":"box","text":"measures similar to those of an applicable underlying index. The Fund may or may not hold all of","page_number":6,"box":{"x":157,"y":798,"width":703,"height":12}},{"id":"629ba511-424a-44e0-a092-a80b0f73e604","block_type":"box","text":"the components of the Underlying Index. The Fund may use derivatives to gain or reduce exposure","page_number":6,"box":{"x":156,"y":813,"width":716,"height":13}},{"id":"fa1f2d9a-9e96-4218-bb42-236f7595388b","block_type":"box","text":"to the components of the Underlying Index or exposure to one or more market risk factors","page_number":6,"box":{"x":156,"y":829,"width":660,"height":12}},{"id":"17ae8626-ea14-4526-9e5d-0f0ca21f9d8e","block_type":"box","text":"associated with such components. Subject to the limits described herein, the Fund may purchase","page_number":6,"box":{"x":157,"y":844,"width":708,"height":13}},{"id":"fc6081aa-7d1b-45f5-8ab5-8e353b6f605a","block_type":"box","text":"and hold cash and cash equivalents, including shares of money market funds advised by BFA or its","page_number":6,"box":{"x":157,"y":860,"width":718,"height":12}},{"id":"0a171287-cde4-42d1-a969-5baee57e9d75","block_type":"box","text":"affiliates, and may also purchase and hold instruments not included in the Underlying Index when","page_number":6,"box":{"x":157,"y":875,"width":712,"height":13}},{"id":"d7caf5b1-dba8-4395-b271-57e78a01d930","block_type":"box","text":"BFA believes that such instruments will help the Fund track the performance of the Underlying","page_number":6,"box":{"x":157,"y":891,"width":688,"height":12}},{"id":"5328a90d-46f7-4d37-8a69-bf22cb4310b5","block_type":"box","text":"Index over time, including in light of expected liquidity or trading costs, anticipated additions to or","page_number":6,"box":{"x":158,"y":906,"width":713,"height":13}},{"id":"92c4c390-b17e-4111-9a20-5bdad1f979c8","block_type":"box","text":"deletions from the Underlying Index, or other reasons as determined by BFA.","page_number":6,"box":{"x":157,"y":922,"width":553,"height":13}},{"id":"37406e51-247f-4248-9c72-45fdf683d58d","block_type":"box","text":"In accordance with Rule 35d-1 under the 1940 Act, under normal circumstances, the Fund will not","page_number":7,"box":{"x":158,"y":69,"width":717,"height":12}},{"id":"35ad8927-8934-4a55-9da0-df3ec7c19295","block_type":"box","text":"invest less than 80% of the value of its net assets, plus the amount of any borrowings for","page_number":7,"box":{"x":157,"y":85,"width":648,"height":12}},{"id":"dc574c97-6db2-4547-afd9-d5095bcd101e","block_type":"box","text":"investment purposes, in components of its Underlying Index. Investments in derivatives and other","page_number":7,"box":{"x":157,"y":100,"width":712,"height":13}},{"id":"370e6072-b785-48da-ab2c-2e98b9f16a9a","block_type":"box","text":"investments will be counted toward the Fund’s 80% investment policy to the extent that they","page_number":7,"box":{"x":157,"y":116,"width":680,"height":12}},{"id":"35ea7c1b-8a50-42af-a9f6-f2529890d04f","block_type":"box","text":"provide exposure to the components of its Underlying Index or exposure to one or more market risk","page_number":7,"box":{"x":157,"y":131,"width":728,"height":13}},{"id":"f2e0c4e7-2d9b-4453-9a8d-fe8da6f19de3","block_type":"box","text":"factors associated with such components. The Fund’s 80% investment policy may be changed by","page_number":7,"box":{"x":156,"y":147,"width":713,"height":12}},{"id":"dbcf1fa0-02d7-4bdc-8d7c-4659d37a3e51","block_type":"box","text":"the Company’s Board of Trustees (the “Board”) upon 60 days’ notice to shareholders.","page_number":7,"box":{"x":156,"y":162,"width":625,"height":13}},{"id":"3727a3e3-1b5c-4fd8-8fd3-b977e4660ec6","block_type":"box","text":"The Commodity Futures Trading Commission (“CFTC”) has adopted certain requirements that","page_number":7,"box":{"x":156,"y":185,"width":691,"height":13}},{"id":"82443e72-e60c-4640-a3f7-c905182beba1","block_type":"box","text":"subject registered investment companies and their advisers to regulation by the CFTC if a registered","page_number":7,"box":{"x":157,"y":201,"width":728,"height":13}},{"id":"069bea1a-448e-4751-9a32-2037c49b993f","block_type":"box","text":"investment company invests more than a prescribed level of its net asset value in CFTC-regulated","page_number":7,"box":{"x":157,"y":216,"width":710,"height":13}},{"id":"d4d85d4a-d505-4678-8aca-80d724182bd1","block_type":"box","text":"futures, options and swaps, or if a registered investment company markets itself as providing","page_number":7,"box":{"x":156,"y":232,"width":680,"height":13}},{"id":"aa3ba69e-cd43-440d-89b4-aa3defc77573","block_type":"box","text":"investment exposure to such instruments. Due to the Fund’s potential use of such instruments","page_number":7,"box":{"x":157,"y":247,"width":690,"height":13}},{"id":"7634ca8b-592a-42df-863e-7d484b37bfc6","block_type":"box","text":"above the prescribed levels, it is considered a “commodity pool” under the Commodity Exchange","page_number":7,"box":{"x":157,"y":263,"width":708,"height":13}},{"id":"38633a1d-c667-4782-9d59-bbca21e6755f","block_type":"box","text":"Act (“CEA”). The Subsidiary is also deemed a commodity pool. BFA is considered a commodity pool","page_number":7,"box":{"x":156,"y":278,"width":728,"height":13}},{"id":"7781ec35-13c8-4c09-8a10-f7166687ab13","block_type":"box","text":"operator (“CPO”) with respect to the Fund and the Subsidiary and is subject to regulation by the","page_number":7,"box":{"x":157,"y":294,"width":700,"height":13}},{"id":"e39e1f18-61f5-4e1b-b3d5-a9151d71f8a6","block_type":"box","text":"CFTC and the National Futures Association (“NFA”).","page_number":7,"box":{"x":157,"y":309,"width":381,"height":13}},{"id":"fcac2368-fac0-42c4-a8ba-4edc4de68f5c","block_type":"box","text":"The Underlying Index is sponsored by the Index Provider, which is independent of the Fund and","page_number":7,"box":{"x":156,"y":333,"width":696,"height":12}},{"id":"d9d92898-e73f-44f4-b9bf-1addfefa9372","block_type":"box","text":"BFA. The Index Provider determines the composition and relative weightings of the components of","page_number":7,"box":{"x":157,"y":348,"width":720,"height":13}},{"id":"c011c5a9-94b5-4330-afde-7fd060aa4ce1","block_type":"box","text":"the Underlying Index and publishes information regarding the market value of the Underlying Index.","page_number":7,"box":{"x":156,"y":364,"width":728,"height":12}},{"id":"c891b76d-a089-4306-b529-1f97bb53a8ac","block_type":"box","text":"Š","page_number":7,"box":{"x":116,"y":389,"width":9,"height":7}},{"id":"cba9c274-9c4c-4b44-8fdb-5c3d7219b872","block_type":"box","text":"The subsection entitled “The Bloomberg Roll Select Commodity Total Return Index” in the section","page_number":7,"box":{"x":136,"y":387,"width":745,"height":13}},{"id":"692692bb-dff9-44b4-bd10-f0158e6e8d6d","block_type":"box","text":"entitled Construction and Maintenance of the Underlying Indexes in the Fund’s SAI is deleted in its","page_number":7,"box":{"x":137,"y":402,"width":749,"height":13}},{"id":"ce6c21b4-9539-4cf5-8bf6-6003dae8a5e1","block_type":"box","text":"entirety and replaced with the following:","page_number":7,"box":{"x":137,"y":418,"width":307,"height":13}},{"id":"55617184-4c9c-4b46-a84f-b58abefa2273","block_type":"box","text":"The Bloomberg Enhanced Roll Yield Total Return Index","page_number":7,"box":{"x":156,"y":441,"width":416,"height":13}},{"id":"3082eb94-8e96-42f6-ac23-496658f52b15","block_type":"box","text":"The Bloomberg Enhanced Roll Yield Total Return Index (the “Underlying Index”) measures the","page_number":7,"box":{"x":156,"y":464,"width":686,"height":13}},{"id":"c0a5c1f5-4c04-4a88-975c-2fc0bb23c5cd","block_type":"box","text":"performance of a long-only basket of liquid commodity futures contracts across six physical","page_number":7,"box":{"x":157,"y":480,"width":672,"height":13}},{"id":"35737ff8-ad6f-4658-ab53-d52eb714404f","block_type":"box","text":"commodity groups, including energy, precious metals, industrial metals, grains and derived grains,","page_number":7,"box":{"x":157,"y":495,"width":718,"height":13}},{"id":"deca1420-798c-4db1-b207-765dcbb5181c","block_type":"box","text":"softs, and livestock, as determined by Bloomberg Index Services Limited (“Bloomberg” or the “Index","page_number":7,"box":{"x":157,"y":511,"width":729,"height":13}},{"id":"a9ceff74-97d2-4a18-8e30-a260b60e74ea","block_type":"box","text":"Provider”). The Underlying Index, which is rebalanced annually, provides a broad-based exposure to","page_number":7,"box":{"x":157,"y":526,"width":728,"height":13}},{"id":"670a9b9f-fe58-4a9d-ad12-d52121461489","block_type":"box","text":"commodities as an asset class by using liquidity factors and sector caps to avoid over-concentration","page_number":7,"box":{"x":157,"y":542,"width":730,"height":13}},{"id":"c27d2d18-1f05-4f15-8098-72422b8fa942","block_type":"box","text":"in any single commodity or commodity sector.","page_number":7,"box":{"x":157,"y":557,"width":342,"height":13}},{"id":"714ac9a8-27fc-4fb4-bfab-3a5c5cae6f77","block_type":"box","text":"The Underlying Index employs a multi-contract roll schedule to spread risk across three to four","page_number":7,"box":{"x":156,"y":581,"width":693,"height":12}},{"id":"3278f599-97fa-4a9f-9b0e-1b2f89a42598","block_type":"box","text":"futures contracts per commodity, e.g., three futures contracts per precious metal commodity and","page_number":7,"box":{"x":156,"y":596,"width":712,"height":13}},{"id":"6f524018-3ffb-4a9c-b634-bc69c8fb8b5f","block_type":"box","text":"four futures contracts per commodity in all other commodity groups, with a roll period of ten","page_number":7,"box":{"x":156,"y":612,"width":680,"height":12}},{"id":"de2cb365-645f-4b18-a3c7-e706a01dff28","block_type":"box","text":"business days. The Underlying Index rolls and rebalances these contracts monthly back to equal","page_number":7,"box":{"x":157,"y":627,"width":699,"height":13}},{"id":"96f77efd-e899-40b3-8807-bd6e58bd3956","block_type":"box","text":"weightings on a price-percentage basis.","page_number":7,"box":{"x":156,"y":643,"width":293,"height":12}},{"id":"a3a59f32-268a-4df2-b7b6-b6fc88477312","block_type":"box","text":"To construct the Underlying Index, the Index Provider calculates the liquidity percentage and slope","page_number":7,"box":{"x":156,"y":666,"width":714,"height":13}},{"id":"33a2a39f-7ba3-47d1-b5b4-eff192db0475","block_type":"box","text":"scores for each commodity using trading volumes and historic U.S. dollar values of each futures","page_number":7,"box":{"x":157,"y":682,"width":693,"height":12}},{"id":"94b0a7e9-43a9-4626-8323-f22299f5096b","block_type":"box","text":"contract within the volume horizon, and then applies the following capping:","page_number":7,"box":{"x":157,"y":697,"width":548,"height":13}},{"id":"2b196eda-292c-4542-a283-650122a527d0","block_type":"box","text":"Š","page_number":7,"box":{"x":157,"y":723,"width":8,"height":6}},{"id":"95cb5799-0f79-4cd8-99a1-cacad0b5dcc3","block_type":"box","text":"No single commodity (e.g., natural gas, silver) may constitute more than 15% of the Index;","page_number":7,"box":{"x":178,"y":720,"width":656,"height":13}},{"id":"66be6710-b93c-4584-9d5a-c2dd02e10707","block_type":"box","text":"Š","page_number":7,"box":{"x":157,"y":746,"width":8,"height":6}},{"id":"c29f0406-6b0f-4502-9c67-0e679602b41b","block_type":"box","text":"No related group of commodities (e.g., energy, precious metals, livestock, or grains & derived","page_number":7,"box":{"x":178,"y":744,"width":672,"height":12}},{"id":"4fa49142-280a-4585-9077-41e18190f306","block_type":"box","text":"grains) may constitute more than 33% of the Index;","page_number":7,"box":{"x":177,"y":759,"width":375,"height":13}},{"id":"04c7407f-b8a6-4e8d-8bcc-2c37eb17ffee","block_type":"box","text":"Š","page_number":7,"box":{"x":157,"y":785,"width":8,"height":6}},{"id":"597a221a-5fb1-412c-9293-2349071efff7","block_type":"box","text":"No single commodity (e.g., natural gas, silver) may constitute less than 1.5% of the Index as","page_number":7,"box":{"x":178,"y":782,"width":664,"height":13}},{"id":"e8704e33-65b2-4ce5-aa13-3a267cf16c63","block_type":"box","text":"liquidity allows.","page_number":7,"box":{"x":178,"y":798,"width":109,"height":12}},{"id":"3e178cfc-d07d-4b26-a476-a617ddbdf745","block_type":"box","text":"Such capping may be exceeded by the commodity target weight calculated for each commodity on","page_number":7,"box":{"x":157,"y":821,"width":719,"height":13}},{"id":"2128be22-057f-4bf7-ba37-38aabe4da2d0","block_type":"box","text":"the last Underlying Index business day of November for the following year and implemented at the","page_number":7,"box":{"x":156,"y":837,"width":719,"height":12}},{"id":"1a4e0726-092c-4f71-8c8c-954b77bcb805","block_type":"box","text":"January Roll Period with the regular monthly roll and rebalance of the Underlying Index.","page_number":7,"box":{"x":156,"y":852,"width":637,"height":13}},{"id":"6598c740-76fc-4d45-ad4d-da45f22909ca","block_type":"box","text":"Š","page_number":8,"box":{"x":116,"y":71,"width":9,"height":7}},{"id":"0f89368d-00b8-40de-a1d7-7107b550e613","block_type":"box","text":"The section entitled Non-Fundamental Investment Policies of the Fund in the Fund’s SAI is deleted","page_number":8,"box":{"x":136,"y":69,"width":748,"height":10}},{"id":"05527b50-8ae7-4c15-a1bf-0052b1cd95b8","block_type":"box","text":"in its entirety and replaced with the following:","page_number":8,"box":{"x":137,"y":85,"width":348,"height":12}},{"id":"cc090c5d-e8b4-403e-b0f7-51e3450ab5fd","block_type":"box","text":"Non-Fundamental Investment Policies of the Fund","page_number":8,"box":{"x":157,"y":108,"width":380,"height":10}},{"id":"1d7092e0-5cb4-4aad-a91e-8f6accd8ed68","block_type":"box","text":"Under its non-fundamental investment restrictions, which may be changed by the Board without","page_number":8,"box":{"x":157,"y":131,"width":706,"height":13}},{"id":"95a0acbb-b106-4bb0-9922-38726e64c439","block_type":"box","text":"shareholder approval, the Fund may not purchase shares of any registered open-end investment","page_number":8,"box":{"x":157,"y":147,"width":703,"height":12}},{"id":"a5ab15c0-160f-4cf7-9f9c-64ec6d21820d","block_type":"box","text":"company or registered unit investment trust, in reliance on Section 12(d)(1)(F) or (G) of the","page_number":8,"box":{"x":157,"y":162,"width":669,"height":13}},{"id":"4cb49cd3-c623-443a-8e94-2a84a2138769","block_type":"box","text":"Investment Company Act, at any time the Fund has knowledge that its shares are purchased by","page_number":8,"box":{"x":158,"y":178,"width":695,"height":12}},{"id":"b1c82e32-d1a6-4c22-8869-08f005c689d0","block_type":"box","text":"another investment company investor in reliance on the provisions of subparagraph (G) of","page_number":8,"box":{"x":157,"y":193,"width":660,"height":13}},{"id":"42d76c25-e663-4e77-8b04-bf8a9be89097","block_type":"box","text":"Section 12(d)(1). The foregoing restriction does not restrict the Fund from acquiring the shares of","page_number":8,"box":{"x":157,"y":209,"width":714,"height":12}},{"id":"afe22103-f866-41ce-914e-2f326c508502","block_type":"box","text":"registered open-end investment companies to the extent otherwise permissible under other","page_number":8,"box":{"x":157,"y":224,"width":670,"height":13}},{"id":"4a5056e1-dd2e-4b9b-94d1-91d1742618f2","block_type":"box","text":"provisions of the 1940 Act, as interpreted, modified or otherwise permitted by regulatory authority","page_number":8,"box":{"x":157,"y":240,"width":718,"height":12}},{"id":"725c86ab-1161-4746-9ccc-93425c9fe51c","block_type":"box","text":"having jurisdiction, from time to time.","page_number":8,"box":{"x":157,"y":255,"width":277,"height":13}},{"id":"09ba286d-5b4e-4c97-82ad-814883b95add","block_type":"box","text":"Notations Regarding the Fund’s Fundamental and Non-Fundamental Investment Policies","page_number":8,"box":{"x":157,"y":278,"width":667,"height":13}},{"id":"a84fb7a1-0c93-4c70-94c9-9763e25a5297","block_type":"box","text":"Unless otherwise indicated, all limitations under the Fund’s fundamental or non-fundamental","page_number":8,"box":{"x":157,"y":302,"width":679,"height":11}},{"id":"06eb23f8-6b82-4db8-832e-a58e5640d98e","block_type":"box","text":"investment restrictions apply only at the time that a transaction is undertaken. 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Such agreements can include payments by BFA","page_number":9,"box":{"x":116,"y":224,"width":734,"height":13}},{"id":"9e849fe4-7f7b-471b-bd62-a7b8cac79b49","block_type":"box","text":"Entities to such Intermediaries and third parties for data collection and provision, technology support,","page_number":9,"box":{"x":117,"y":240,"width":739,"height":12}},{"id":"be21fb1e-c037-40cb-8f92-f2616476f232","block_type":"box","text":"platform enhancement, or educational content, co-marketing and cross-promotional efforts. In certain","page_number":9,"box":{"x":116,"y":255,"width":749,"height":13}},{"id":"6e3b4df0-6404-428d-a769-3f9b0c47b077","block_type":"box","text":"cases, such payments to Intermediaries are subject to certain minimum payment levels or tiered","page_number":9,"box":{"x":116,"y":271,"width":701,"height":12}},{"id":"4b27e7cc-9b89-4415-9c9f-564dc603522f","block_type":"box","text":"payments. With respect to certain funds and Products, payments by the BFA Entities may take the form","page_number":9,"box":{"x":116,"y":286,"width":754,"height":13}},{"id":"d3ae73ad-4956-40d5-9ee2-d6ab003b71a4","block_type":"box","text":"of, among other things, “due diligence” payments for an Intermediary’s review of such funds and","page_number":9,"box":{"x":116,"y":302,"width":708,"height":12}},{"id":"925b29df-bf9e-4dd1-b175-747abf7ab129","block_type":"box","text":"Products; payment for providing employee training and information relating to such funds and Products;","page_number":9,"box":{"x":117,"y":317,"width":763,"height":13}},{"id":"405d4109-c274-45e8-8713-a0412fdbbd7c","block_type":"box","text":"fees for access (in some cases on a preferential basis) to an Intermediary’s registered representatives,","page_number":9,"box":{"x":116,"y":333,"width":739,"height":12}},{"id":"1806206f-85da-4768-84da-20d8043678d1","block_type":"box","text":"salespersons or other personnel, fees for maintaining an Intermediary’s investor platform, “shelf space”","page_number":9,"box":{"x":116,"y":348,"width":753,"height":13}},{"id":"9e9fe883-a904-4741-9c6d-d66055cb8122","block_type":"box","text":"payments for making such funds and Products available on the Intermediary’s platform or fees for","page_number":9,"box":{"x":116,"y":364,"width":716,"height":12}},{"id":"d2ab3a2d-d2db-4666-a3b5-1a734ddab089","block_type":"box","text":"providing assistance in promoting the sale of such funds and Products. In such cases, the payments to","page_number":9,"box":{"x":116,"y":379,"width":747,"height":13}},{"id":"75253183-09df-4ccb-ab73-700d5fa6d82c","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":9,"box":{"x":117,"y":395,"width":738,"height":12}},{"id":"86d98eeb-134c-46b4-97e2-780d7539b88d","block_type":"box","text":"customers of the applicable Intermediary and may also be subject to minimum payment levels. Payments","page_number":9,"box":{"x":116,"y":410,"width":769,"height":13}},{"id":"0161ed56-dd1e-49ba-b3cf-caddd1bff99a","block_type":"box","text":"made pursuant to such arrangements may vary in any year and may be different for different","page_number":9,"box":{"x":117,"y":426,"width":677,"height":12}},{"id":"d0ac50a1-9d54-44a5-b217-d650eba2ba4f","block_type":"box","text":"Intermediaries and third parties and may reflect different services provided. As of the date of this SAI, the","page_number":9,"box":{"x":117,"y":441,"width":764,"height":13}},{"id":"d38a0f0a-0a88-4ec1-bdb3-855bca1b9315","block_type":"box","text":"Intermediaries and other third parties (or their respective affiliates) receiving one or more types of the","page_number":9,"box":{"x":117,"y":457,"width":740,"height":12}},{"id":"c091bfbf-6258-4d4c-b268-7e0e2c24cccc","block_type":"box","text":"contractual payments described above include (in addition to FBS and NFS): &Partners, Advisor Credit","page_number":9,"box":{"x":116,"y":472,"width":743,"height":13}},{"id":"53e1c930-9157-4271-8d5d-9648f9fb786b","block_type":"box","text":"Exchange, AE Wealth Management, LLC, American Enterprise Investment Services, Inc., Avantax","page_number":9,"box":{"x":117,"y":488,"width":702,"height":12}},{"id":"0515aba0-7e9d-41b2-824e-d6cf5fd8f4e4","block_type":"box","text":"Investment Services, Inc., BNY Mellon Capital Markets, LLC, BNY Mellon Performance & Risk Analytics,","page_number":9,"box":{"x":117,"y":503,"width":744,"height":13}},{"id":"1628a42e-4d68-4308-8a60-f630dd93e5d8","block_type":"box","text":"LLC, Cetera Financial Group, Inc., Charles Schwab & Co., Inc., Clearstream Fund Centre AG,","page_number":9,"box":{"x":117,"y":519,"width":660,"height":12}},{"id":"16c08fbb-55f6-4086-aef9-a0a180ca0585","block_type":"box","text":"Commonwealth Equity Services, LLC, Dorsey Wright and Associates, LLC, Dynasty Financial Partners LLC,","page_number":9,"box":{"x":116,"y":534,"width":769,"height":13}},{"id":"fe98b5b3-e21d-429c-8e5e-2ea5e7a44921","block_type":"box","text":"E*Trade Securities LLC, Envestnet Asset Management, Inc., Equitable Advisors, LLC, iCapital Markets LLC,","page_number":9,"box":{"x":117,"y":550,"width":767,"height":12}},{"id":"a5b2da69-e0de-494f-a613-926c38563daa","block_type":"box","text":"Interactive Brokers LLC, LPL Financial LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MML","page_number":9,"box":{"x":117,"y":565,"width":726,"height":13}},{"id":"d7dcf59c-7f07-46dd-8b2d-bd4710f2440b","block_type":"box","text":"Investors Services, LLC, Morgan Stanley Smith Barney LLC, Northwestern Mutual Investment Services,","page_number":9,"box":{"x":117,"y":581,"width":742,"height":12}},{"id":"2149bb36-df89-4454-b1bd-ab3e41e48bbf","block_type":"box","text":"LLC, Orion Portfolio Solutions, LLC, Pershing LLC, Raymond James Financial Services, Inc., Riskalyze, Inc.,","page_number":9,"box":{"x":117,"y":596,"width":760,"height":13}},{"id":"802df40e-095e-40ec-a60d-6468c32d79c6","block_type":"box","text":"Rockefeller Financial LLC, Sanctuary Wealth Group, LLC, UBS Financial Services Inc., Wells Fargo Clearing","page_number":9,"box":{"x":117,"y":612,"width":763,"height":12}},{"id":"96b45ddd-5a9d-47d1-a2be-5b9ef199d472","block_type":"box","text":"Services, LLC and Wells Fargo Advisors Financial Network, LLC. Any additions, modifications, or deletions","page_number":9,"box":{"x":116,"y":627,"width":767,"height":13}},{"id":"712a9939-d9d9-4a64-9602-53cd9df143ae","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":9,"box":{"x":116,"y":643,"width":766,"height":12}},{"id":"27c3be4d-216e-4166-8d04-07fcebe05174","block_type":"box","text":"included in the list.","page_number":9,"box":{"x":117,"y":658,"width":139,"height":10}},{"id":"2327e668-26c7-422e-b559-8abd9f1169a1","block_type":"box","text":"If you have any questions, please call 1-800-iShares (1-800-474-2737).","page_number":9,"box":{"x":117,"y":682,"width":516,"height":12}},{"id":"50c3d082-bc9c-47a0-b644-a54d0f416a37","block_type":"box","text":"iShares","page_number":9,"box":{"x":117,"y":869,"width":40,"height":8}},{"id":"05d46bb7-c13f-41fa-be8c-5255c1e29e12","block_type":"box","text":"®","page_number":9,"box":{"x":158,"y":869,"width":8,"height":5}},{"id":"ee429f4e-9f99-4375-8c38-6d8c5d78384e","block_type":"box","text":"is a registered trademark of BlackRock Fund Advisors and its affiliates.","page_number":9,"box":{"x":170,"y":869,"width":406,"height":10}},{"id":"4775e481-cb15-435c-a8c3-21aabd58e1a7","block_type":"box","text":"IS-A-IntermSAI-0926","page_number":9,"box":{"x":761,"y":887,"width":122,"height":8}},{"id":"97cc29f5-3e31-488e-8652-f227d51977d8","block_type":"box","text":"PLEASE RETAIN THIS SUPPLEMENT","page_number":9,"box":{"x":368,"y":911,"width":265,"height":9}},{"id":"38fb4f29-69da-41d0-9d18-01820a2d4e34","block_type":"box","text":"FOR FUTURE REFERENCE","page_number":9,"box":{"x":407,"y":926,"width":186,"height":10}},{"id":"113e85a7-d630-489c-8fcf-83796e74287a","block_type":"box","text":"iShares","page_number":10,"box":{"x":445,"y":87,"width":95,"height":15}},{"id":"485cdf08-6f23-4136-aacd-4333aaebebef","block_type":"box","text":"®","page_number":10,"box":{"x":541,"y":85,"width":15,"height":12}},{"id":"f9bddc62-acf5-44fa-8dd7-27eb7a8fd25a","block_type":"box","text":"iShares Trust, iShares U.S. ETF Trust and iShares, Inc.","page_number":10,"box":{"x":282,"y":123,"width":435,"height":12}},{"id":"b9c7fcad-fe2f-46bf-b7ec-1bebc1ac6504","block_type":"box","text":"Supplement dated April 2, 2026","page_number":10,"box":{"x":375,"y":139,"width":249,"height":12}},{"id":"aba8bbec-65fd-44e7-ab3b-c2dca073cd72","block_type":"box","text":"to the currently effective Summary Prospectus,","page_number":10,"box":{"x":311,"y":154,"width":376,"height":12}},{"id":"fcb35f72-619d-48cf-8660-132ed83c789f","block_type":"box","text":"Prospectus and Statement of Additional Information (“SAI”)","page_number":10,"box":{"x":262,"y":170,"width":476,"height":12}},{"id":"db75e8c7-7b97-40c9-9cde-d93e8b15fd3f","block_type":"box","text":"for the Funds listed in Appendix A and Appendix B","page_number":10,"box":{"x":296,"y":185,"width":406,"height":12}},{"id":"1ab5da02-b493-4cf0-9c89-bfad131b583f","block_type":"box","text":"(each, a “Fund” and collectively, the “Funds”)","page_number":10,"box":{"x":316,"y":201,"width":367,"height":12}},{"id":"908fcb5e-e690-41d2-9225-be39ff55957e","block_type":"box","text":"Effective immediately, BlackRock International Limited is added as a Sub-Adviser for the iShares","page_number":10,"box":{"x":117,"y":232,"width":717,"height":12}},{"id":"69cfb28d-2927-4f37-a2b9-a9fb749ad5c5","block_type":"box","text":"Bloomberg Roll Select Commodity Strategy ETF, and the following changes are made:","page_number":10,"box":{"x":117,"y":247,"width":642,"height":12}},{"id":"61a638f2-c122-49b5-86c7-35d34e8f81b1","block_type":"box","text":"1. In the Fund’s Summary Prospectus and Prospectus (Fund Summary), the first paragraph","page_number":10,"box":{"x":151,"y":278,"width":693,"height":12}},{"id":"98b7a8e0-1328-480d-8dd0-b5bc5e2fcf19","block_type":"box","text":"under the “Management” section is deleted in its entirety and replaced with the following:","page_number":10,"box":{"x":184,"y":294,"width":656,"height":12}},{"id":"f9e3c123-df84-45f0-ae9b-e074298439d3","block_type":"box","text":"Investment Adviser and Sub-Adviser","page_number":10,"box":{"x":184,"y":325,"width":293,"height":9}},{"id":"8cfcaef5-4566-4e64-8746-aad74bb3c0f7","block_type":"box","text":". The Fund’s investment adviser is BFA. The Fund’s","page_number":10,"box":{"x":478,"y":325,"width":384,"height":9}},{"id":"60d4086f-b0f7-4884-8099-1e7f473ed18a","block_type":"box","text":"sub-adviser is BlackRock International Limited (“BIL” or the “Sub-Adviser”).","page_number":10,"box":{"x":184,"y":340,"width":554,"height":12}},{"id":"71530da3-e163-4f89-a837-55451150b914","block_type":"box","text":"2. In the Fund’s Prospectus, the “Management of the Funds – Sub-Adviser” section is updated","page_number":10,"box":{"x":150,"y":371,"width":714,"height":12}},{"id":"1d76b45d-61be-4e3f-84e1-2d861e41006e","block_type":"box","text":"to state that BlackRock Fund Advisors has entered into a sub-advisory agreement with BIL","page_number":10,"box":{"x":183,"y":387,"width":673,"height":12}},{"id":"1dedac17-0dd5-455c-be7a-ad43d314ddb2","block_type":"box","text":"with respect to the Fund.","page_number":10,"box":{"x":183,"y":402,"width":183,"height":12}},{"id":"b8151acf-49f4-4583-abdf-94516fc574d9","block_type":"box","text":"3. In the Fund’s SAI, the second paragraph of the “General Description of the Trust and the","page_number":10,"box":{"x":150,"y":433,"width":691,"height":12}},{"id":"12ddb232-74c4-4be2-998d-a3d654a14b2e","block_type":"box","text":"Fund” section is deleted in its entirety and replaced with the following:","page_number":10,"box":{"x":184,"y":449,"width":515,"height":12}},{"id":"f2844c9e-b763-4793-95f5-cd1784c1764a","block_type":"box","text":"The Fund is managed by BlackRock Fund Advisors (“BFA”) and sub-advised by BlackRock","page_number":10,"box":{"x":183,"y":480,"width":677,"height":12}},{"id":"7e9e442d-92a6-4549-8127-d1ecb108aa6e","block_type":"box","text":"International Limited (“BIL”), each of which is a consolidated subsidiary of BlackRock, Inc.,","page_number":10,"box":{"x":185,"y":495,"width":667,"height":12}},{"id":"a3c0fcdf-030b-4b57-a55b-33cc6cb309af","block_type":"box","text":"and generally seeks to track the investment results of the specific benchmark index identified","page_number":10,"box":{"x":184,"y":511,"width":689,"height":12}},{"id":"3bcced61-3c5e-41b4-b175-cd1d19edd5b0","block_type":"box","text":"in the Fund’s Prospectus (the “Underlying Index”).","page_number":10,"box":{"x":184,"y":526,"width":369,"height":12}},{"id":"2bbddb4c-86ab-4138-b7ff-4e63a3e1160b","block_type":"box","text":"4. The following is added to the “Investment Advisory, Administrative and Distribution Services”","page_number":10,"box":{"x":150,"y":557,"width":720,"height":12}},{"id":"4975269d-9772-495e-a314-08d6d239fd01","block_type":"box","text":"section of the Fund’s SAI:","page_number":10,"box":{"x":184,"y":573,"width":189,"height":9}},{"id":"cb55d098-9a11-4c95-b2cc-98ec99c97898","block_type":"box","text":"Investment Sub-Adviser.","page_number":10,"box":{"x":184,"y":604,"width":195,"height":9}},{"id":"93b4a120-91b8-4120-9f38-9661924392ef","block_type":"box","text":"Pursuant to the Investment Advisory Agreement between BFA and","page_number":10,"box":{"x":386,"y":604,"width":494,"height":12}},{"id":"8324cb91-02f6-4302-8c98-93ce24d1c515","block_type":"box","text":"the Trust entered into on behalf of the Fund, BFA may from time to time, in its sole discretion,","page_number":10,"box":{"x":183,"y":619,"width":692,"height":12}},{"id":"32c804da-a6c9-44fa-9163-dd0352452f01","block_type":"box","text":"to the extent permitted by applicable law, appoint one or more sub-advisers, including, without","page_number":10,"box":{"x":183,"y":635,"width":699,"height":12}},{"id":"cdf4ce23-b43b-4664-8035-b6487e6424e7","block_type":"box","text":"limitation, affiliates of BFA, to perform investment advisory services with respect to the Fund.","page_number":10,"box":{"x":184,"y":650,"width":686,"height":12}},{"id":"15f0bfd4-c0e9-42d8-abf0-fd9125874af5","block_type":"box","text":"In addition, BFA may delegate certain of its investment advisory functions under the","page_number":10,"box":{"x":185,"y":666,"width":620,"height":12}},{"id":"3bf28588-5cd1-4bf3-9e5d-b79610418c92","block_type":"box","text":"Investment Advisory Agreement to one or more of its affiliates to the extent permitted by","page_number":10,"box":{"x":185,"y":681,"width":652,"height":12}},{"id":"d572773a-cc85-49f8-859d-bf9cdbee16f9","block_type":"box","text":"applicable law. 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The","page_number":10,"box":{"x":184,"y":774,"width":665,"height":12}},{"id":"55887cfb-dd09-4453-aa4a-48773eb6976c","block_type":"box","text":"Sub-Adviser is an investment adviser located in the U.K. The Sub-Adviser is an affiliate of","page_number":10,"box":{"x":184,"y":790,"width":666,"height":9}},{"id":"6ee168d4-7401-4d75-9bfa-1c7849bb937d","block_type":"box","text":"BFA, an SEC-registered investment adviser, and a commodity trading advisor.","page_number":10,"box":{"x":184,"y":805,"width":580,"height":12}},{"id":"4bba79cb-748d-4cd9-a539-528a4df77b87","block_type":"box","text":"Under the Sub-Advisory Agreement, subject to the supervision and oversight of the Board and","page_number":10,"box":{"x":184,"y":836,"width":698,"height":12}},{"id":"68fd0bdc-beb2-4bc2-8adc-2743cccd8e3f","block_type":"box","text":"BFA, the Sub-Adviser is responsible for day-to-day management of specified assets in the","page_number":10,"box":{"x":184,"y":852,"width":668,"height":12}},{"id":"758bbee5-26fe-4cba-9ff0-53b773a69a5c","block_type":"box","text":"Fund’s portfolio. Pursuant to the Sub-Advisory Agreement, BFA pays the Sub-Adviser for","page_number":11,"box":{"x":184,"y":87,"width":661,"height":12}},{"id":"403673d3-2a80-41c9-a724-ba63d6d3d0aa","block_type":"box","text":"services it provides a fee equal to 60% of the management fee paid to BFA under the","page_number":11,"box":{"x":184,"y":102,"width":633,"height":13}},{"id":"295a5d4b-cccf-4e41-97c0-78613d27e213","block_type":"box","text":"Investment Advisory Agreement.","page_number":11,"box":{"x":185,"y":118,"width":240,"height":12}},{"id":"5d7653c2-9293-49b9-98e7-e5eaabbe1288","block_type":"box","text":"Unless earlier terminated as described below, each Advisory Agreement will remain in effect","page_number":11,"box":{"x":184,"y":149,"width":684,"height":12}},{"id":"85895b90-5e01-44ad-a78b-d7154ecb71ce","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":11,"box":{"x":183,"y":165,"width":689,"height":12}},{"id":"ac3ea123-cd73-4fc2-a4a9-ebc6af080be5","block_type":"box","text":"a vote of a majority of the applicable Fund’s outstanding voting securities and (ii) by a majority","page_number":11,"box":{"x":184,"y":180,"width":697,"height":12}},{"id":"d3b411ad-eb44-43c0-b967-ac772e72ff66","block_type":"box","text":"of the Trustees who are not parties to such agreement or interested persons (as defined in","page_number":11,"box":{"x":184,"y":196,"width":671,"height":12}},{"id":"6d722a16-37a8-4351-8c6b-06da99679e85","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":11,"box":{"x":183,"y":211,"width":699,"height":12}},{"id":"7ff84108-3a95-49a6-be69-fc71628ed9f1","block_type":"box","text":"voting on such approval.","page_number":11,"box":{"x":183,"y":227,"width":181,"height":12}},{"id":"401bb754-c4b4-4387-abd4-cac463c25ca4","block_type":"box","text":"Each Advisory Agreement with respect to the Fund is terminable without penalty, on 60 days’","page_number":11,"box":{"x":184,"y":258,"width":689,"height":12}},{"id":"18e239dc-a8dd-4d84-8fe4-d749d3338ae1","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":11,"box":{"x":184,"y":273,"width":687,"height":12}},{"id":"bb689819-1975-498d-8cab-c3e9b359637e","block_type":"box","text":"securities (as defined in the 1940 Act). The Sub-Advisory Agreement is also terminable on 60","page_number":11,"box":{"x":184,"y":289,"width":692,"height":12}},{"id":"535c184c-9294-437b-bbfc-71c10fb38203","block_type":"box","text":"days’ written notice at the option of either BFA or the Sub-Adviser. Each Advisory Agreement","page_number":11,"box":{"x":184,"y":304,"width":690,"height":12}},{"id":"fba2bfc3-5b4d-4af4-ac5d-c6def80ca80f","block_type":"box","text":"will terminate automatically in the event of its assignment (as defined in the 1940 Act).","page_number":11,"box":{"x":183,"y":320,"width":638,"height":12}},{"id":"484a8d77-16ab-4adf-a8cb-3aa58be3dbb4","block_type":"box","text":"*******","page_number":11,"box":{"x":463,"y":351,"width":73,"height":3}},{"id":"eea519f4-5af6-4625-bc36-539b2c749c58","block_type":"box","text":"Effective immediately, Franzel Medina is added as a portfolio manager for each Fund listed in","page_number":11,"box":{"x":117,"y":382,"width":693,"height":12}},{"id":"535cf192-26dd-495c-8a2e-6ea13ec4892d","block_type":"box","text":"Appendix A, and the following changes are made:","page_number":11,"box":{"x":116,"y":397,"width":369,"height":12}},{"id":"112f14de-797f-4570-bb8f-1e5d6bf05bc3","block_type":"box","text":"1. In the Summary Prospectus and Prospectus (Fund Summary) for each of the iShares","page_number":11,"box":{"x":151,"y":428,"width":666,"height":12}},{"id":"b184a99c-a91a-40ff-9026-d9f29c74e83f","block_type":"box","text":"Currency Hedged MSCI EAFE ETF, iShares Currency Hedged MSCI Emerging Markets ETF,","page_number":11,"box":{"x":184,"y":444,"width":693,"height":12}},{"id":"1526cf78-2d41-46e2-becb-72ba92b9f2f8","block_type":"box","text":"iShares Currency Hedged MSCI Eurozone ETF and iShares Currency Hedged MSCI Japan","page_number":11,"box":{"x":184,"y":459,"width":680,"height":12}},{"id":"dcaf8016-6d57-4e24-988a-b125992dd04f","block_type":"box","text":"ETF, the “Portfolio Manager” section is deleted in its entirety and replaced with the following:","page_number":11,"box":{"x":184,"y":475,"width":684,"height":12}},{"id":"5ca7ebf2-a675-42b7-b602-3c19bc0883f1","block_type":"box","text":"Portfolio Managers.","page_number":11,"box":{"x":184,"y":506,"width":155,"height":12}},{"id":"107fab2f-dcb2-4101-8b1c-8119b997cc90","block_type":"box","text":"Orlando Montalvo and Franzel Medina (the “Portfolio Managers”) are","page_number":11,"box":{"x":346,"y":506,"width":510,"height":12}},{"id":"6f69b537-811b-47ff-89f1-6aedfc05c420","block_type":"box","text":"primarily responsible for the day-to-day management of the Fund. Mr. Montalvo and","page_number":11,"box":{"x":184,"y":521,"width":621,"height":12}},{"id":"c33daf03-daa2-4f5d-9f09-103b5be74c0f","block_type":"box","text":"Ms. Medina have been Portfolio Managers of the Fund since 2014 and 2026, respectively.","page_number":11,"box":{"x":184,"y":537,"width":667,"height":12}},{"id":"0efb0063-bb7d-4af8-aa48-69950ea00efe","block_type":"box","text":"2. In the Summary Prospectus and Prospectus (Fund Summary) for each of the iShares","page_number":11,"box":{"x":150,"y":568,"width":667,"height":12}},{"id":"777451ad-b75b-4656-8ecc-763d87645808","block_type":"box","text":"Currency Hedged MSCI ACWI ex U.S. ETF and iShares Currency Hedged MSCI EAFE","page_number":11,"box":{"x":184,"y":583,"width":648,"height":12}},{"id":"6aacd749-d351-450e-9516-d84762950e35","block_type":"box","text":"Small-Cap ETF, the “Portfolio Manager” section is deleted in its entirety and replaced with the","page_number":11,"box":{"x":184,"y":599,"width":694,"height":12}},{"id":"1f62cd05-f1c5-4607-ad59-e379a34712a7","block_type":"box","text":"following:","page_number":11,"box":{"x":183,"y":614,"width":69,"height":12}},{"id":"6253120f-f7b6-41e3-8c8e-35c2df1f7e71","block_type":"box","text":"Portfolio Managers.","page_number":11,"box":{"x":184,"y":645,"width":155,"height":12}},{"id":"04cee250-55af-48f2-a483-38d03a608e87","block_type":"box","text":"Orlando Montalvo and Franzel Medina (the “Portfolio Managers”) are","page_number":11,"box":{"x":346,"y":645,"width":510,"height":12}},{"id":"8225ca1b-4981-453d-95aa-86972487de0a","block_type":"box","text":"primarily responsible for the day-to-day management of the Fund. Mr. Montalvo and","page_number":11,"box":{"x":184,"y":661,"width":621,"height":12}},{"id":"7164eb70-193e-4338-896f-2bd37114f0e2","block_type":"box","text":"Ms. Medina have been Portfolio Managers of the Fund since 2015 and 2026, respectively.","page_number":11,"box":{"x":184,"y":676,"width":667,"height":12}},{"id":"01e3daa2-2f48-41c3-b1cd-89dbae5a147f","block_type":"box","text":"3. In the Prospectus for each Fund listed in Appendix A, the “Management of the Funds –","page_number":11,"box":{"x":150,"y":707,"width":679,"height":12}},{"id":"a9c3b0e5-d866-40e6-bcf6-cc39fa4e8839","block_type":"box","text":"Portfolio Managers” section is updated to state that Orlando Montalvo and Franzel Medina are","page_number":11,"box":{"x":184,"y":723,"width":698,"height":12}},{"id":"13ac3b92-2e9e-4909-928e-5af56a2d15dd","block_type":"box","text":"primarily responsible for the day-to-day management of the Fund. In addition, the following is","page_number":11,"box":{"x":184,"y":738,"width":689,"height":12}},{"id":"8b4d86fb-ea9e-4a87-9268-4afa2beda27f","block_type":"box","text":"added to that section:","page_number":11,"box":{"x":184,"y":754,"width":159,"height":9}},{"id":"0cf61a15-a7e1-44df-b2a7-28f65c66b85d","block_type":"box","text":"Franzel Medina has been employed by BFA or its affiliates as a portfolio manager since 2012.","page_number":11,"box":{"x":184,"y":785,"width":695,"height":12}},{"id":"360e6e3f-9f11-46f1-9fea-3366289745ab","block_type":"box","text":"She is a Director of BlackRock, Inc.","page_number":11,"box":{"x":184,"y":800,"width":261,"height":11}},{"id":"50ce4bfd-1c11-4d45-836c-977116ad316a","block_type":"box","text":"4. In the SAI for each Fund listed in Appendix A, the following is added to the “Investment","page_number":11,"box":{"x":150,"y":831,"width":678,"height":12}},{"id":"280f5771-c008-430d-ac6b-c3fc58995c23","block_type":"box","text":"Advisory, Administrative and Distribution Services – Portfolio Managers” section:","page_number":11,"box":{"x":183,"y":847,"width":597,"height":12}},{"id":"58ece5bc-3e26-4be3-99db-5a5d05c41446","block_type":"box","text":"Franzel Medina","page_number":12,"box":{"x":184,"y":87,"width":120,"height":10}},{"id":"b68f43b3-c038-42da-b33d-431c1503c22b","block_type":"box","text":"(as of March 27, 2026)","page_number":12,"box":{"x":310,"y":87,"width":168,"height":12}},{"id":"40c80ba4-c0a4-40c7-b10c-451d2c38d387","block_type":"box","text":"Number of","page_number":12,"box":{"x":397,"y":117,"width":84,"height":9}},{"id":"958c5593-39df-4fe8-9c95-0a450b29ce6d","block_type":"box","text":"Other","page_number":12,"box":{"x":397,"y":132,"width":44,"height":10}},{"id":"874e35be-2c5a-4007-b4be-06b8fd63bdaf","block_type":"box","text":"Accounts","page_number":12,"box":{"x":396,"y":148,"width":76,"height":9}},{"id":"1fc82ebc-6277-4a33-b79a-c8a1c9e762d0","block_type":"box","text":"Total Assets Number of Other","page_number":12,"box":{"x":498,"y":117,"width":293,"height":9}},{"id":"04c422b6-da93-4e11-b500-d5e5a3f10fba","block_type":"box","text":"Accounts with","page_number":12,"box":{"x":657,"y":132,"width":114,"height":10}},{"id":"8b070e12-3ff4-4b64-9857-25bd676b240d","block_type":"box","text":"Performance Fees","page_number":12,"box":{"x":658,"y":148,"width":144,"height":9}},{"id":"cf70fa9e-a374-4b37-ba6a-1718b9c1404d","block_type":"box","text":"Total","page_number":12,"box":{"x":820,"y":117,"width":39,"height":9}},{"id":"49388f4d-6e27-406e-9cd1-0a3a612f4d42","block_type":"box","text":"Assets","page_number":12,"box":{"x":820,"y":132,"width":54,"height":10}},{"id":"65a03a06-965c-4ff1-a50a-f2e3a8059d77","block_type":"box","text":"Registered Investment","page_number":12,"box":{"x":193,"y":179,"width":167,"height":12}},{"id":"521c2080-e80d-4313-ba45-14c21d0229d1","block_type":"box","text":"Companies","page_number":12,"box":{"x":192,"y":194,"width":84,"height":12}},{"id":"e4bc7ce0-1bff-45d3-880a-b8d15e315433","block_type":"box","text":"0 N/A 0 N/A","page_number":12,"box":{"x":397,"y":179,"width":451,"height":9}},{"id":"28487e90-5d08-4d7c-b5e9-506a05d9fed9","block_type":"box","text":"Other Pooled Investment","page_number":12,"box":{"x":192,"y":225,"width":185,"height":10}},{"id":"25f83869-989d-48aa-95b1-3ba6033fb5ad","block_type":"box","text":"Vehicles","page_number":12,"box":{"x":192,"y":241,"width":62,"height":9}},{"id":"db2f6f7b-6317-45ea-bcbd-cc91537530b4","block_type":"box","text":"55 $125,128,900,000 0 N/A","page_number":12,"box":{"x":397,"y":224,"width":451,"height":12}},{"id":"b9e098ae-915a-49fe-9c75-199733c608c4","block_type":"box","text":"Other Accounts 18 $5,264,200,000 0 N/A","page_number":12,"box":{"x":192,"y":271,"width":656,"height":12}},{"id":"1607cf15-bf3e-4a97-b16f-e6feda74aa3c","block_type":"box","text":"As of March 31, 2026, Franzel Medina did not beneficially own shares of the Funds.","page_number":12,"box":{"x":183,"y":301,"width":621,"height":12}},{"id":"343e6cac-bfc5-4743-bfa7-66afb219e4e3","block_type":"box","text":"*******","page_number":12,"box":{"x":463,"y":331,"width":73,"height":4}},{"id":"1c5fbb59-88e5-43a6-9076-c323c2d1f94e","block_type":"box","text":"Effective immediately, Kyle Peppo is added as a portfolio manager for each Fund listed in Appendix B,","page_number":12,"box":{"x":117,"y":361,"width":758,"height":12}},{"id":"1f9de8dd-8a73-4f5c-8ec8-20aee76d0580","block_type":"box","text":"and the following changes are made:","page_number":12,"box":{"x":116,"y":376,"width":273,"height":12}},{"id":"fdbe9ae9-7d36-4df1-9852-ad8262ba3a3b","block_type":"box","text":"1. 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In the SAI for each Fund listed in Appendix B, the following is added to the “Investment","page_number":13,"box":{"x":150,"y":87,"width":678,"height":12}},{"id":"7891f4e9-a337-4d50-a478-0ba9afffc6ef","block_type":"box","text":"Advisory, Administrative and Distribution Services – Portfolio Managers” section:","page_number":13,"box":{"x":183,"y":102,"width":597,"height":13}},{"id":"2ddf0d3c-53e7-4b86-8d30-d73649001f7d","block_type":"box","text":"Kyle Peppo","page_number":13,"box":{"x":184,"y":134,"width":90,"height":12}},{"id":"61b72ab5-ec42-427f-9e70-7d8409b649d9","block_type":"box","text":"(as of March 27, 2026)","page_number":13,"box":{"x":280,"y":134,"width":168,"height":12}},{"id":"e6e37632-1923-46d9-bd58-083fb343533f","block_type":"box","text":"Number","page_number":13,"box":{"x":405,"y":165,"width":63,"height":9}},{"id":"5880f7a4-6685-4a1d-81f8-6325ba8c57e1","block_type":"box","text":"of 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See the","page_number":18,"box":{"x":59,"y":429,"width":460,"height":13}},{"id":"fdbe1c4f-5f52-4e87-b939-b3b0e33666a8","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":18,"box":{"x":524,"y":429,"width":300,"height":13}},{"id":"889f235d-cafa-4326-8f75-8c46bc2196d1","block_type":"box","text":"section of this","page_number":18,"box":{"x":829,"y":429,"width":98,"height":10}},{"id":"1c41b07d-e692-4693-a481-b57fd5dd869b","block_type":"box","text":"SAI. Transaction fees and other costs associated with creations or redemptions that include a cash portion may be higher","page_number":18,"box":{"x":59,"y":445,"width":851,"height":12}},{"id":"711188c4-fcca-46b9-aaee-2093cb1ba3cc","block_type":"box","text":"than the transaction fees and other costs associated with in-kind creations or redemptions. In all cases, conditions with","page_number":18,"box":{"x":59,"y":460,"width":836,"height":12}},{"id":"3a2ed1af-2e7c-407e-a631-21e3079785ab","block_type":"box","text":"respect to creations and redemptions of shares and fees will be limited in accordance with the requirements of SEC rules and","page_number":18,"box":{"x":60,"y":475,"width":873,"height":12}},{"id":"b064d410-e1bc-46cc-81b3-4af2f7fae42d","block_type":"box","text":"regulations applicable to management investment companies offering redeemable securities.","page_number":18,"box":{"x":60,"y":490,"width":651,"height":12}},{"id":"da9a4520-0a75-442f-ab3e-fb300a4837ea","block_type":"box","text":"Exchange Listing and Trading","page_number":18,"box":{"x":62,"y":521,"width":491,"height":29}},{"id":"70253fb7-a483-49b0-a720-5b2d39b9dff1","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":18,"box":{"x":59,"y":562,"width":802,"height":12}},{"id":"e78eff8d-bd88-42fe-9920-faab96fd5709","block_type":"box","text":"Shareholder Information","page_number":18,"box":{"x":58,"y":577,"width":171,"height":11}},{"id":"e7c54ff8-6959-416c-9644-30670ba96020","block_type":"box","text":"section of the Fund’s Prospectus. The discussion below supplements, and should be read in","page_number":18,"box":{"x":234,"y":577,"width":641,"height":12}},{"id":"30eaaa5d-ae9f-4178-9c81-4bf34656bff3","block_type":"box","text":"conjunction with, that section of the Prospectus.","page_number":18,"box":{"x":59,"y":592,"width":340,"height":12}},{"id":"a3b45d0f-4d0a-48da-90a6-7468930248c4","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":18,"box":{"x":59,"y":618,"width":833,"height":13}},{"id":"1624c87c-0fb8-481d-93be-ab41d539e38f","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":18,"box":{"x":60,"y":634,"width":799,"height":12}},{"id":"e00f48c3-94b0-43f6-826c-83fb3e74d38d","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":18,"box":{"x":60,"y":649,"width":845,"height":12}},{"id":"c92e1c98-fb2f-49f4-aa7e-135647ce7799","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":18,"box":{"x":60,"y":664,"width":862,"height":12}},{"id":"90746358-a3a7-434a-a684-c9ee090b0ec7","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":18,"box":{"x":59,"y":679,"width":851,"height":12}},{"id":"7a6ce7f1-f02b-4cf5-9742-5aa04b8c3539","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":18,"box":{"x":59,"y":694,"width":860,"height":12}},{"id":"6d1eb7cd-5e64-40ee-adf1-e11d5d57f356","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":18,"box":{"x":59,"y":709,"width":849,"height":12}},{"id":"148769f3-38a8-4df7-a0a2-474870a652a7","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":18,"box":{"x":59,"y":724,"width":811,"height":13}},{"id":"f4aefbe6-1561-4cfd-8d01-6921262bb788","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":18,"box":{"x":60,"y":739,"width":874,"height":13}},{"id":"f5ca45bc-ea19-47a5-92f7-a4dd5d1e3e81","block_type":"box","text":"the Fund.","page_number":18,"box":{"x":59,"y":754,"width":65,"height":10}},{"id":"0212166a-df2d-4d19-8fa5-8b232b23489a","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":18,"box":{"x":59,"y":781,"width":852,"height":12}},{"id":"6d404a70-1b86-4e2a-9fc0-c5d32e05f5f4","block_type":"box","text":"brokerage commission determined by that broker, as well as other charges.","page_number":18,"box":{"x":60,"y":796,"width":524,"height":12}},{"id":"1d0379c4-4b83-4604-b8e1-80958c9bdb51","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":18,"box":{"x":59,"y":823,"width":823,"height":12}},{"id":"af09acab-c242-4f32-ba1e-c14072c71900","block_type":"box","text":"investors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect","page_number":18,"box":{"x":60,"y":838,"width":859,"height":12}},{"id":"65db158f-d70c-40f9-a65c-45b7c44805eb","block_type":"box","text":"on the net assets of a Fund or an investor’s equity interest in a Fund.","page_number":18,"box":{"x":59,"y":853,"width":477,"height":12}},{"id":"b2889cac-84db-4886-81f3-38b2ba02f111","block_type":"box","text":"1","page_number":18,"box":{"x":496,"y":916,"width":4,"height":9}},{"id":"f9ac11df-5df9-49e8-bca0-0bb17e18b280","block_type":"box","text":"Investment Strategies and Risks","page_number":19,"box":{"x":62,"y":67,"width":531,"height":30}},{"id":"2068cbc3-0c45-4d32-822c-e7e68b066429","block_type":"box","text":"The Fund seeks to track the investment results of the Underlying Index, which measures the performance of 25 futures","page_number":19,"box":{"x":59,"y":108,"width":833,"height":13}},{"id":"af1af448-e579-47e0-b25b-3b3b77120860","block_type":"box","text":"contracts across 23 physical agricultural, energy, precious metals and industrial metals commodities. The Fund operates as","page_number":19,"box":{"x":59,"y":123,"width":861,"height":13}},{"id":"79641d79-a180-47f2-b430-508c7e615045","block_type":"box","text":"an index fund and is not actively managed. Adverse performance of an instrument in the Fund’s portfolio will ordinarily not","page_number":19,"box":{"x":59,"y":138,"width":862,"height":13}},{"id":"7a6e8595-609c-4e13-86b9-c7a5acb25d1d","block_type":"box","text":"result in the elimination of the instrument from the Fund’s portfolio.","page_number":19,"box":{"x":60,"y":154,"width":474,"height":12}},{"id":"d6d31307-628f-4a59-9064-92f4a748c2c7","block_type":"box","text":"In seeking to achieve its investment objective, the Fund will primarily invest in exchange-traded futures contracts (“Index","page_number":19,"box":{"x":60,"y":180,"width":845,"height":12}},{"id":"6995b7ed-0d65-424f-bc59-e92ff0f2427d","block_type":"box","text":"Futures”) on the Underlying Index, and is expected to roll out of existing positions in Index Futures and establish new","page_number":19,"box":{"x":60,"y":195,"width":820,"height":12}},{"id":"712064a2-dc62-44ca-a692-57cf4563a385","block_type":"box","text":"positions in Index Futures on an ongoing basis. If the price for the new futures contract is less than the price of the expiring","page_number":19,"box":{"x":59,"y":210,"width":862,"height":13}},{"id":"4bdab63d-4273-4f2a-b9f4-6e99861e5c2d","block_type":"box","text":"contract, then the market for the commodity is said to be in “backwardation.” In these markets, roll returns are positive,","page_number":19,"box":{"x":59,"y":225,"width":837,"height":13}},{"id":"eb4ad274-868e-4620-b87c-8611480d9d0e","block_type":"box","text":"which is referred to as “positive carry.” The term “contango” is used to describe a market in which the price for a new futures","page_number":19,"box":{"x":59,"y":240,"width":874,"height":13}},{"id":"12835840-2306-457c-8eba-23f01ceb0b2e","block_type":"box","text":"contract is more than the price of the expiring contract. In these markets, roll returns are negative, which is referred to as","page_number":19,"box":{"x":59,"y":256,"width":845,"height":12}},{"id":"84212bfb-0c74-4d26-b455-3ddc74fbcfa2","block_type":"box","text":"“negative carry.” The Underlying Index seeks to employ a positive carry strategy that emphasizes commodities and futures","page_number":19,"box":{"x":59,"y":271,"width":857,"height":12}},{"id":"33397846-15f3-41e8-bcf2-6b743b4125ba","block_type":"box","text":"contract months with the greatest degree of backwardation and lowest degree of contango, resulting in net gains through","page_number":19,"box":{"x":59,"y":286,"width":855,"height":12}},{"id":"634fe90e-9f4e-46c5-963d-d7fdb6ac60cd","block_type":"box","text":"positive roll returns. Index Futures subsequently acquired by the Fund may have terms that differ from those of the Index","page_number":19,"box":{"x":59,"y":301,"width":845,"height":12}},{"id":"7c33d2b1-91a6-4914-81c7-44295846d0c9","block_type":"box","text":"Futures it currently holds and the purchase and sale of these Index Futures may incur transaction fees. The Fund also seeks","page_number":19,"box":{"x":60,"y":316,"width":862,"height":12}},{"id":"fff79f43-6484-4e10-968b-ff7df4eaf0de","block_type":"box","text":"to generate interest income and capital appreciation on the cash balances arising from its investment in futures contracts","page_number":19,"box":{"x":59,"y":331,"width":850,"height":13}},{"id":"6c0a0abd-c4b6-483b-984b-47a934993855","block_type":"box","text":"through a cash management strategy consisting of investments in cash and cash equivalents, short-term government","page_number":19,"box":{"x":59,"y":346,"width":828,"height":13}},{"id":"b835f858-23f0-4f14-8176-318a248e3ab9","block_type":"box","text":"obligations and short-term investment grade fixed-income securities (collectively, “Fixed-Income Investments”).","page_number":19,"box":{"x":59,"y":361,"width":785,"height":13}},{"id":"39be8621-af69-4887-a1f2-526b74858ffa","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":19,"box":{"x":59,"y":388,"width":870,"height":12}},{"id":"886310d1-4e21-4b45-98a0-dfca1d6f93dd","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":19,"box":{"x":60,"y":403,"width":807,"height":12}},{"id":"f51b56d1-0103-43a7-9a2e-c2564a7b3adc","block_type":"box","text":"instruments selected have aggregate investment characteristics (based on market capitalization value and industry","page_number":19,"box":{"x":60,"y":418,"width":804,"height":12}},{"id":"a26e8e70-644f-433c-956f-a2e41eec09b6","block_type":"box","text":"weightings), fundamental characteristics (such as yield, credit rating, maturity and duration) and liquidity measures similar to","page_number":19,"box":{"x":59,"y":433,"width":879,"height":13}},{"id":"ed36641c-638d-45d2-8a10-16fa9d4d8d17","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":19,"box":{"x":59,"y":448,"width":858,"height":13}},{"id":"a7dea7f4-c82b-4e96-a9d8-272312028dd6","block_type":"box","text":"and/or other instruments that are in its underlying index.","page_number":19,"box":{"x":59,"y":463,"width":400,"height":13}},{"id":"8a13b36b-e3a8-452f-a635-04edf39db2bf","block_type":"box","text":"The Fund will invest in financial instruments providing exposure to commodities and not in the physical commodities","page_number":19,"box":{"x":59,"y":490,"width":821,"height":12}},{"id":"a877b1be-d2b8-4d77-8afc-b47713952246","block_type":"box","text":"themselves. The Fund may also invest in exchange-traded commodity futures contracts similar to those found in the","page_number":19,"box":{"x":59,"y":505,"width":816,"height":12}},{"id":"2f28ec10-ce0e-4583-bbba-94b5eaa08c5e","block_type":"box","text":"Underlying Index, as well as swaps and options on futures that correlate to the investment returns of commodities without","page_number":19,"box":{"x":60,"y":520,"width":859,"height":12}},{"id":"b9823aff-1dac-4684-a4a1-0273abe83af2","block_type":"box","text":"investing directly in physical commodities and over-the-counter (“OTC”) commodity-linked instruments like commodity","page_number":19,"box":{"x":60,"y":535,"width":847,"height":13}},{"id":"5673700a-7d2b-4048-ad5b-f7ea511d3846","block_type":"box","text":"linked notes, swaps and forward contracts (together, the “Commodity Investments”). Investing in derivative contracts may","page_number":19,"box":{"x":60,"y":550,"width":856,"height":13}},{"id":"f88d5a94-0e36-4de7-8a9f-3d6b9c5a513a","block_type":"box","text":"have a leveraging effect on the Fund. Although the Fund may hold the same futures contracts under the same futures rolling","page_number":19,"box":{"x":60,"y":566,"width":870,"height":12}},{"id":"1865a39b-6684-453b-a3c2-af9043297e5e","block_type":"box","text":"schedule as those included in the Underlying Index, the Fund is not obligated to invest in any futures contracts included in,","page_number":19,"box":{"x":59,"y":581,"width":858,"height":12}},{"id":"3b87015a-70e8-45e5-8407-25112116cb86","block_type":"box","text":"and does not seek to replicate the performance of, the Underlying Index.","page_number":19,"box":{"x":59,"y":596,"width":506,"height":12}},{"id":"bbbdac2f-0e25-4e70-9648-5f88124037f0","block_type":"box","text":"The Fund seeks to gain exposure to Index Futures and other Commodity Investments by investing through a wholly-owned","page_number":19,"box":{"x":59,"y":622,"width":863,"height":13}},{"id":"80f4ea89-e2b5-4e81-b0ce-99ad63615673","block_type":"box","text":"subsidiary organized in the Cayman Islands (the “Subsidiary”). The Subsidiary is advised by BFA and has the same investment","page_number":19,"box":{"x":59,"y":637,"width":878,"height":13}},{"id":"cecb7e93-9409-44d9-b031-3cc37f3bbe8e","block_type":"box","text":"objective as the Fund. Unlike the Fund, the Subsidiary is not an investment company registered under the 1940 Act. The","page_number":19,"box":{"x":59,"y":652,"width":838,"height":13}},{"id":"973183c2-8c80-4d1c-a98c-953beed2ebb8","block_type":"box","text":"Subsidiary invests solely in Commodity Investments and cash and cash equivalents. In compliance with Subchapter M of the","page_number":19,"box":{"x":59,"y":668,"width":871,"height":12}},{"id":"66805ecd-5b04-4507-b160-0194b0022f09","block_type":"box","text":"Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), the Fund may invest up to 25% of its total assets","page_number":19,"box":{"x":60,"y":683,"width":873,"height":12}},{"id":"f6b217be-ffcf-4c3b-9087-a5f82a61daf7","block_type":"box","text":"in the Subsidiary. The Fund’s Commodity Investments held in the Subsidiary are intended to provide the Fund with exposure","page_number":19,"box":{"x":60,"y":698,"width":868,"height":12}},{"id":"fced2fe2-8ff3-44b6-8fa8-d1405b4422e1","block_type":"box","text":"to broad commodities consistent with current U.S. federal income tax laws applicable to investment companies such as the","page_number":19,"box":{"x":59,"y":713,"width":863,"height":12}},{"id":"2b7b12b0-01be-4766-b8bc-18731e4a6bab","block_type":"box","text":"Fund, which limit the ability of investment companies to invest directly in Commodity Investments.","page_number":19,"box":{"x":60,"y":728,"width":690,"height":12}},{"id":"a6e12a26-6ba1-45fd-8d08-64b7ed3c52ad","block_type":"box","text":"The remainder of the Fund’s assets will be invested directly by the Fund, primarily in Fixed-Income Investments, including","page_number":19,"box":{"x":59,"y":754,"width":849,"height":13}},{"id":"787f47f2-6f46-441b-ba14-64c63e8460b8","block_type":"box","text":"repurchase agreements, money market instruments, U.S. government and agency securities, Treasury inflation-protected","page_number":19,"box":{"x":60,"y":770,"width":848,"height":12}},{"id":"82c799de-f9b7-4152-aebc-b77c9389ec2c","block_type":"box","text":"securities, sovereign debt obligations on non-U.S. countries and investment-grade corporate bonds. The Fund invests in","page_number":19,"box":{"x":59,"y":785,"width":838,"height":12}},{"id":"fdce1072-618e-4527-95f8-300682a470ad","block_type":"box","text":"Fixed-Income Investments for investment purposes and to provide sufficient assets to account for (or “cover”) mark-to","page_number":19,"box":{"x":60,"y":800,"width":837,"height":12}},{"id":"a8476c41-b7ac-4e63-8fb1-bc5501d74f8e","block_type":"box","text":"market changes and to collateralize the Subsidiary’s investments in derivatives.","page_number":19,"box":{"x":60,"y":815,"width":550,"height":12}},{"id":"9b695965-56cd-4fbd-ab71-21afcd30b156","block_type":"box","text":"The Commodity Futures Trading Commission (“CFTC”) has adopted certain requirements that subject registered investment","page_number":19,"box":{"x":59,"y":841,"width":874,"height":13}},{"id":"ed696dc5-ff7c-4131-9415-77419bc086ed","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":19,"box":{"x":59,"y":857,"width":857,"height":12}},{"id":"95b7839b-e710-4718-a400-f06760b64222","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":19,"box":{"x":60,"y":872,"width":875,"height":12}},{"id":"a5a70814-cbeb-41b8-b861-2a54e5880064","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":19,"box":{"x":59,"y":887,"width":856,"height":12}},{"id":"e23a3b6b-7444-40b4-900c-8047ce41eb37","block_type":"box","text":"2","page_number":19,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"83817953-f743-4daf-83a6-1f533c836014","block_type":"box","text":"and swaps above the prescribed levels, it is considered a “commodity pool” under the Commodity Exchange Act (“CEA”).","page_number":20,"box":{"x":59,"y":67,"width":846,"height":12}},{"id":"984776be-22fd-4739-a52d-baf39280f0a1","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":20,"box":{"x":59,"y":82,"width":852,"height":12}},{"id":"c6ada663-d0ce-4496-b8af-5f908fd1fca9","block_type":"box","text":"described below.","page_number":20,"box":{"x":59,"y":97,"width":116,"height":10}},{"id":"6037fa6d-cdae-48ef-a7fe-c6a15b346d1c","block_type":"box","text":"Investments in the Subsidiary are expected to provide the Fund with exposure to investment returns of commodities within","page_number":20,"box":{"x":60,"y":123,"width":861,"height":13}},{"id":"240cf959-951c-4cb1-9ad1-1e7b714bd098","block_type":"box","text":"the limitations of Subchapter M of the Internal Revenue Code, as discussed below. The Subsidiary is a company organized","page_number":20,"box":{"x":59,"y":138,"width":851,"height":13}},{"id":"e1d2c3ba-461e-4116-a93f-a3c75adc806d","block_type":"box","text":"under the laws of the Cayman Islands, whose registered office is located at the offices of Maples Corporate Services Limited,","page_number":20,"box":{"x":60,"y":154,"width":868,"height":12}},{"id":"3f234dba-8217-4061-af8f-ab4bbddc6cf4","block_type":"box","text":"P.O. Box 309, Ugland House, Grand Cayman KYI-1104, Cayman Islands. The Subsidiary’s affairs are overseen by a board of","page_number":20,"box":{"x":60,"y":169,"width":847,"height":12}},{"id":"8efec768-9caa-4786-918a-7aea847d3bca","block_type":"box","text":"directors, which is composed of Trent Walker, Treasurer and Chief Financial Officer of the Trust, and Shannon Ghia, Assistant","page_number":20,"box":{"x":59,"y":184,"width":874,"height":12}},{"id":"d14b009c-23af-4a84-b522-883162f0cee5","block_type":"box","text":"Secretary of the Trust. The Fund is the sole shareholder of the Subsidiary, and shares of the Subsidiary will not be sold or","page_number":20,"box":{"x":59,"y":199,"width":842,"height":12}},{"id":"73b952a7-f699-44b2-b6d7-82ede2641628","block_type":"box","text":"offered to other investors.","page_number":20,"box":{"x":59,"y":214,"width":179,"height":10}},{"id":"5f3c402e-1f93-4bc3-af7d-0da50efb9ad6","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":20,"box":{"x":59,"y":240,"width":869,"height":13}},{"id":"a9b2a3b4-19fd-45b8-821a-1fc6c5302355","block_type":"box","text":"that BlackRock believes that such instruments provide suitable exposure to commodities, the Fund’s investment in the","page_number":20,"box":{"x":59,"y":256,"width":828,"height":12}},{"id":"0278eec3-c26c-43d1-a0a7-c39a3f3182c9","block_type":"box","text":"Subsidiary will likely increase. BlackRock manages the assets of the Subsidiary, but receives no additional compensation for","page_number":20,"box":{"x":59,"y":271,"width":862,"height":12}},{"id":"72cb22da-dcaf-41dd-abc8-8422fed0a283","block_type":"box","text":"doing so.","page_number":20,"box":{"x":59,"y":286,"width":63,"height":12}},{"id":"081e3bcb-3c86-426f-8b4e-642b4d95165a","block_type":"box","text":"BlackRock also provides certain administrative services for the Subsidiary, but receives no additional compensation for doing","page_number":20,"box":{"x":60,"y":312,"width":869,"height":13}},{"id":"556c1c0e-f144-4b9f-97c6-d68203899d7f","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":20,"box":{"x":59,"y":327,"width":853,"height":13}},{"id":"3c4e9f6b-ceb4-4e02-8248-47f7355a7bae","block_type":"box","text":"with the same or with affiliates of the same service providers that provide those services to the Fund.","page_number":20,"box":{"x":59,"y":343,"width":705,"height":12}},{"id":"45d1c0a8-8128-4cda-a87d-0eded2a68fc8","block_type":"box","text":"Generally, the Fund and the Subsidiary test for compliance with investment policies and restrictions, including asset","page_number":20,"box":{"x":59,"y":369,"width":809,"height":12}},{"id":"d22b7b36-c496-4c8d-8344-6cc0bd7f1cde","block_type":"box","text":"segregation requirements, on a consolidated basis for 1940 Act purposes, calculated in accordance with SEC staff guidance,","page_number":20,"box":{"x":59,"y":384,"width":868,"height":12}},{"id":"3910a4b8-42bb-4210-8abf-585850bd60da","block_type":"box","text":"where applicable. For compliance with federal income tax requirements, the Fund and the Subsidiary expect to comply with","page_number":20,"box":{"x":59,"y":399,"width":866,"height":13}},{"id":"10f26882-deaf-45d4-98e2-75e18dac74f2","block_type":"box","text":"the asset segregation requirements on a stand-alone basis, with instruments requiring physical settlement being classified on","page_number":20,"box":{"x":59,"y":414,"width":878,"height":13}},{"id":"5c51ce13-b4f6-435f-84a8-d7353738913e","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":20,"box":{"x":59,"y":429,"width":870,"height":13}},{"id":"339fe752-24cf-4d2d-9bd1-8c53a203e8a4","block_type":"box","text":"requirements, including those related to custody and affiliated transactions.","page_number":20,"box":{"x":60,"y":445,"width":528,"height":12}},{"id":"2d22bba1-428b-435c-b65a-d67da0dc50f2","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":20,"box":{"x":59,"y":471,"width":866,"height":12}},{"id":"1e33d7e9-8f77-45ca-9e0e-f73622692ae3","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":20,"box":{"x":59,"y":486,"width":879,"height":12}},{"id":"67053e8f-c421-4b59-942d-0636ed87b36e","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":20,"box":{"x":59,"y":501,"width":818,"height":13}},{"id":"aee5d903-60d4-412c-87db-946420859789","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":20,"box":{"x":59,"y":516,"width":869,"height":13}},{"id":"0fbdafc0-2d81-4f10-85fd-487b91e7daa1","block_type":"box","text":"noted above, the Subsidiary will be subject to the same investment restrictions and limitations, and follow the same","page_number":20,"box":{"x":60,"y":531,"width":807,"height":13}},{"id":"b28a91ad-335b-4be7-9186-d7b071f73723","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":20,"box":{"x":59,"y":547,"width":864,"height":12}},{"id":"f10bdfa5-81f2-4908-b56c-d3dc2a6d1093","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":20,"box":{"x":59,"y":562,"width":830,"height":12}},{"id":"08b079dd-3cee-45ee-954c-d1c6722bc9dc","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":20,"box":{"x":59,"y":577,"width":875,"height":12}},{"id":"352ffb78-1720-4fe3-806b-b4a0295c0700","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":20,"box":{"x":59,"y":592,"width":869,"height":12}},{"id":"bda89862-cfa9-4e13-860d-bcb880c77a39","block_type":"box","text":"Subsidiary must pay Cayman Islands taxes, Fund shareholders would likely suffer decreased investment returns.","page_number":20,"box":{"x":59,"y":607,"width":781,"height":12}},{"id":"ee1f3ee0-74c7-4111-8b8d-ff84c86e7737","block_type":"box","text":"The Fund invests in commodity-linked derivatives indirectly through the Subsidiary because income from these investments,","page_number":20,"box":{"x":59,"y":634,"width":872,"height":12}},{"id":"3fe2f319-e45f-45ba-ba78-4d5a0d250e6c","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":20,"box":{"x":60,"y":649,"width":856,"height":12}},{"id":"a0513e0b-90b8-4bb7-86e2-33dcfe91cccb","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":20,"box":{"x":59,"y":664,"width":869,"height":12}},{"id":"4883aae3-d848-4849-8bac-63d46b172446","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":20,"box":{"x":60,"y":679,"width":867,"height":12}},{"id":"aeb9151b-b5e4-4ee6-85a0-68efe8909d0f","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":20,"box":{"x":60,"y":694,"width":861,"height":12}},{"id":"efc6d366-1b88-4d59-9dd3-10bd1fcfb461","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":20,"box":{"x":59,"y":709,"width":856,"height":12}},{"id":"16d85a2d-5fcd-4bc8-aba4-d4a6fd888a9c","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":20,"box":{"x":59,"y":724,"width":868,"height":13}},{"id":"9206c72a-f548-4ee1-82e2-a3071e849b7c","block_type":"box","text":"gain investment exposure to commodities. Fund shareholders could also experience adverse tax consequences in such","page_number":20,"box":{"x":59,"y":739,"width":832,"height":13}},{"id":"91b57c2c-8c0d-4882-94bc-bb46ca6d6798","block_type":"box","text":"circumstances.","page_number":20,"box":{"x":59,"y":755,"width":105,"height":9}},{"id":"ef24e1a2-c02f-4044-8b76-d353d048ad92","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":20,"box":{"x":59,"y":781,"width":811,"height":12}},{"id":"00be74f4-afd4-4a0d-9458-2d43bd597c01","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":20,"box":{"x":59,"y":796,"width":856,"height":12}},{"id":"6d6bd89b-eb50-48a1-b28b-abfc6498c4d6","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":20,"box":{"x":59,"y":811,"width":867,"height":13}},{"id":"e4d04f4f-14be-4078-a12d-6e4c19551baa","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":20,"box":{"x":59,"y":826,"width":860,"height":13}},{"id":"a07fd5dc-501d-4fde-901c-eec1ed4aaaad","block_type":"box","text":"taxes, Fund shareholders would likely experience decreased investment returns.","page_number":20,"box":{"x":59,"y":841,"width":557,"height":13}},{"id":"95253667-6888-45af-adbd-92a410f09f02","block_type":"box","text":"Borrowing.","page_number":20,"box":{"x":60,"y":868,"width":78,"height":12}},{"id":"6fb15e07-8bbe-420f-a890-197237a59449","block_type":"box","text":"A Fund may borrow for temporary or emergency purposes, including to meet payments due from redemptions","page_number":20,"box":{"x":147,"y":868,"width":776,"height":12}},{"id":"1e2431a5-05c4-4502-a608-dcebc7c28dd3","block_type":"box","text":"or to facilitate the settlement of securities or other transactions.","page_number":20,"box":{"x":59,"y":883,"width":446,"height":10}},{"id":"1b19b0f6-a314-4ca7-baad-a37ed18cd99e","block_type":"box","text":"3","page_number":20,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"ba29dbb5-1c82-4d76-8be9-7a3d6a15f084","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":21,"box":{"x":59,"y":67,"width":855,"height":12}},{"id":"684d2b8c-2292-432f-81c1-31385f1d3b1d","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":21,"box":{"x":60,"y":82,"width":862,"height":12}},{"id":"76ac4fbb-eeb8-49e9-a167-02b4d1f2af32","block_type":"box","text":"net income. Purchasing securities while borrowings are outstanding creates special risks, such as the potential for greater","page_number":21,"box":{"x":60,"y":97,"width":851,"height":12}},{"id":"e8129355-d519-4f35-a4bb-6aa5e8e308cf","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":21,"box":{"x":59,"y":112,"width":866,"height":12}},{"id":"7dce0855-917d-47fe-a0d3-8204a7fab884","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":21,"box":{"x":60,"y":127,"width":826,"height":12}},{"id":"16a1cabd-8e64-414e-98cb-f540a8603b3c","block_type":"box","text":"shareholders as dividends may be reduced. BFA may determine to maintain outstanding borrowings if it expects that the","page_number":21,"box":{"x":59,"y":142,"width":844,"height":13}},{"id":"69e6cf45-7a54-4863-b449-a2f305178f8a","block_type":"box","text":"benefits to a Fund’s shareholders will outweigh the current reduced return.","page_number":21,"box":{"x":60,"y":157,"width":523,"height":13}},{"id":"39b7a0a0-afc6-4b55-992e-f2a5f1f5f64d","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":21,"box":{"x":59,"y":184,"width":850,"height":12}},{"id":"d0c57f71-f090-4302-8277-bffe8e641c88","block_type":"box","text":"credit agreements relating to asset coverage, portfolio composition requirements and other matters. It is not anticipated that","page_number":21,"box":{"x":59,"y":199,"width":874,"height":12}},{"id":"ff718811-fb5b-45fc-8ce3-9cf007c9b0b1","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":21,"box":{"x":59,"y":214,"width":815,"height":12}},{"id":"35996b9b-bd86-44c6-a98d-5e2e5e1f0532","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":21,"box":{"x":60,"y":229,"width":867,"height":12}},{"id":"0609a1a3-a845-4d7f-8f17-0180479394c1","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":21,"box":{"x":60,"y":244,"width":856,"height":13}},{"id":"03fb177a-b4b2-4452-935f-046343ef182b","block_type":"box","text":"may be disadvantageous to do so.","page_number":21,"box":{"x":60,"y":259,"width":237,"height":13}},{"id":"6efd123f-fa79-435b-9108-518729881222","block_type":"box","text":"Derivatives.","page_number":21,"box":{"x":60,"y":286,"width":81,"height":10}},{"id":"d8bc4dae-92e8-4006-81ad-88a7981dd0b7","block_type":"box","text":"The Fund will use instruments referred to as derivatives. Derivatives are financial instruments the value of which","page_number":21,"box":{"x":150,"y":286,"width":783,"height":10}},{"id":"0646da34-fd84-4c82-8948-38bb5d8ed984","block_type":"box","text":"is derived from another security, a commodity (such as gold or oil), a currency or an index (a measure of value or rates, such","page_number":21,"box":{"x":60,"y":301,"width":870,"height":12}},{"id":"8b627bbf-548e-4d9b-82df-346a5c77a0f2","block_type":"box","text":"as the S&P 500 Index or the prime lending rate). Derivatives allow the Fund to increase or decrease the level of risk to which","page_number":21,"box":{"x":59,"y":316,"width":866,"height":12}},{"id":"e40573bc-5f72-4c6d-b818-5217bba290f0","block_type":"box","text":"the Fund is exposed more quickly and efficiently than transactions in other types of instruments. The Fund may use","page_number":21,"box":{"x":59,"y":331,"width":809,"height":13}},{"id":"7884afca-27e3-4a80-9a1f-bf5f69598b35","block_type":"box","text":"derivatives for hedging purposes. The Fund may also use derivatives for speculative purposes to seek to enhance returns or","page_number":21,"box":{"x":59,"y":346,"width":863,"height":13}},{"id":"c24d8bb3-f958-4b5a-9c04-83794f755e9c","block_type":"box","text":"as a vehicle to obtain investment exposure to a security, commodity, currency, or index. The use of a derivative is speculative","page_number":21,"box":{"x":59,"y":361,"width":870,"height":13}},{"id":"42d900ab-48a9-4681-b02d-48edd449f113","block_type":"box","text":"if the Fund is primarily seeking to achieve gains, rather than to offset the risk of other positions. When the Fund invests in a","page_number":21,"box":{"x":60,"y":377,"width":860,"height":12}},{"id":"46bfe571-0a75-4419-b4a7-2720f616ea02","block_type":"box","text":"derivative for speculative purposes, the Fund will be fully exposed to the risks of loss of that derivative, which may sometimes","page_number":21,"box":{"x":59,"y":392,"width":878,"height":12}},{"id":"206f43cd-1297-4a5d-be54-93da4866de0e","block_type":"box","text":"be greater than the derivative’s cost. Unless otherwise permitted, the Fund may not use any derivatives to gain exposure to","page_number":21,"box":{"x":60,"y":407,"width":858,"height":12}},{"id":"3aab0b77-78a5-4178-8a12-93c6e67cd43a","block_type":"box","text":"an asset or class of assets that it would be prohibited by its investment restrictions from purchasing directly.","page_number":21,"box":{"x":59,"y":422,"width":755,"height":12}},{"id":"f22188ce-4ef2-428b-9157-71ea3092d86c","block_type":"box","text":"Diversification Status.","page_number":21,"box":{"x":60,"y":448,"width":155,"height":10}},{"id":"6bb18b70-c5a4-49cc-9cbb-92b3db36d109","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":21,"box":{"x":224,"y":448,"width":684,"height":13}},{"id":"5e474bb3-3f0e-4943-a91b-46862ea23036","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":21,"box":{"x":59,"y":463,"width":834,"height":13}},{"id":"d3de891a-3be8-4d1d-a0ef-a4adebbe3917","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":21,"box":{"x":60,"y":479,"width":859,"height":12}},{"id":"7e089086-219d-4e77-8b02-29b52f5e7688","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":21,"box":{"x":59,"y":494,"width":869,"height":12}},{"id":"e7853edf-5ebe-49e4-b2cb-1c0303164bcb","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":21,"box":{"x":59,"y":509,"width":865,"height":12}},{"id":"eb8c9b42-4c88-46e7-b588-4e4f342df711","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":21,"box":{"x":59,"y":524,"width":847,"height":12}},{"id":"4f2ed73d-448f-41d4-b46e-a66349148266","block_type":"box","text":"diversified without shareholder approval.","page_number":21,"box":{"x":59,"y":539,"width":285,"height":12}},{"id":"6acb651b-692e-4886-8a61-349db00bd4ac","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":21,"box":{"x":59,"y":566,"width":859,"height":12}},{"id":"7dd3f8ab-5f08-44dc-9f56-15a5124edc0c","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":21,"box":{"x":60,"y":581,"width":851,"height":12}},{"id":"1c982585-d740-4785-8e34-08e1a8464241","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":21,"box":{"x":60,"y":596,"width":807,"height":12}},{"id":"8ed3aed1-6629-40e6-afa2-6f664c8babe5","block_type":"box","text":"distributed to shareholders, provided that the Fund satisfies a minimum distribution requirement. Compliance with the","page_number":21,"box":{"x":59,"y":611,"width":831,"height":12}},{"id":"342daf1c-2719-492c-8c1c-f24ceda80ae8","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":21,"box":{"x":59,"y":626,"width":853,"height":12}},{"id":"b55e6fd6-8fae-47af-b511-75e1856a493c","block_type":"box","text":"less likely that the Fund will meet its investment objective.","page_number":21,"box":{"x":60,"y":641,"width":404,"height":12}},{"id":"3ab186b2-d708-4b5b-aaf3-bac0c7fd627d","block_type":"box","text":"Futures and Options.","page_number":21,"box":{"x":60,"y":668,"width":149,"height":12}},{"id":"e0ba9638-19a6-43e6-8e42-a5484952a548","block_type":"box","text":"The Fund may invest in options and futures. The Fund may also purchase call options or write put","page_number":21,"box":{"x":218,"y":668,"width":686,"height":12}},{"id":"cd3af846-8de3-460c-969d-58e61fba021e","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":21,"box":{"x":59,"y":683,"width":847,"height":12}},{"id":"39c5939f-ba5b-47e4-8dce-ae79f0e59fb7","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":21,"box":{"x":59,"y":698,"width":858,"height":12}},{"id":"7f481e8a-c9fb-40e6-b2b1-9fb46638b60f","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":21,"box":{"x":59,"y":713,"width":867,"height":12}},{"id":"7e6722e3-6cbd-428b-bdcf-213ef4679702","block_type":"box","text":"of purchase and is retained by the writer whether or not such option is exercised.","page_number":21,"box":{"x":59,"y":728,"width":567,"height":12}},{"id":"02321e44-a0ae-44a3-8935-97075c90cda7","block_type":"box","text":"Lending Portfolio Securities.","page_number":21,"box":{"x":60,"y":754,"width":201,"height":13}},{"id":"a641382d-ff39-4e0a-bacd-3a39703b6a94","block_type":"box","text":"The Fund may lend portfolio securities to certain borrowers that BFA determines to be","page_number":21,"box":{"x":270,"y":754,"width":603,"height":13}},{"id":"5eada080-fe43-4e3e-82b2-cf9520a479cd","block_type":"box","text":"creditworthy, including borrowers affiliated with BFA. The borrowers provide collateral that is maintained in an amount at","page_number":21,"box":{"x":59,"y":770,"width":848,"height":12}},{"id":"46242f5e-ffa9-442a-bac0-2f02e9d0698a","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":21,"box":{"x":60,"y":785,"width":873,"height":12}},{"id":"96356f1c-eee5-407a-87ce-34bae2a25c4d","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":21,"box":{"x":60,"y":800,"width":815,"height":12}},{"id":"563570e7-0837-450b-967f-1bdb5423f767","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":21,"box":{"x":60,"y":815,"width":827,"height":12}},{"id":"d0012731-93bc-4dda-b436-9dacb39b8e68","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":21,"box":{"x":59,"y":830,"width":787,"height":12}},{"id":"0852f8f4-6e81-42ea-995f-5568fc9b72c1","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":21,"box":{"x":59,"y":845,"width":795,"height":13}},{"id":"1acb02f8-2643-4829-bc77-057fc173f0ee","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":21,"box":{"x":59,"y":872,"width":854,"height":12}},{"id":"50ae670c-f695-4da4-998b-eebfe33b5ef1","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":21,"box":{"x":59,"y":887,"width":873,"height":12}},{"id":"65086360-d60e-4765-b6d0-d12ce3087f75","block_type":"box","text":"4","page_number":21,"box":{"x":495,"y":916,"width":8,"height":9}},{"id":"88781cdb-d10d-4629-9ea7-44fb13342c60","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":22,"box":{"x":59,"y":67,"width":875,"height":12}},{"id":"94306cb4-40ed-4e58-b78c-19b6c9a8bce0","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":22,"box":{"x":59,"y":82,"width":867,"height":12}},{"id":"13a20f53-fc65-441c-b442-f4c93758c4c6","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":22,"box":{"x":59,"y":97,"width":875,"height":12}},{"id":"748cdbbd-0e2a-40ed-a9cb-6782fd36f49c","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":22,"box":{"x":59,"y":112,"width":878,"height":12}},{"id":"08b5f315-00a0-4d6b-947b-b8499e56e326","block_type":"box","text":"to investment risk.","page_number":22,"box":{"x":59,"y":127,"width":128,"height":10}},{"id":"7382c18c-23da-42da-8d94-3a6cc5977da3","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":22,"box":{"x":59,"y":154,"width":812,"height":12}},{"id":"ed02085a-3ff4-49a6-84f2-11eef5b57f6e","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":22,"box":{"x":59,"y":169,"width":868,"height":12}},{"id":"b715de66-b21b-4267-a821-3fdf672f6114","block_type":"box","text":"extent that the Fund engages in securities lending, BlackRock Institutional Trust Company, N.A. (“BTC”) acts as securities","page_number":22,"box":{"x":59,"y":184,"width":847,"height":12}},{"id":"e6246361-a7a0-4fcf-936f-5471a62726a6","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":22,"box":{"x":60,"y":199,"width":845,"height":12}},{"id":"e6a82b8d-9ec0-4e61-bff1-a60e097cf25a","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":22,"box":{"x":59,"y":214,"width":862,"height":12}},{"id":"916e8dc5-b006-421b-a756-3bb4152c6e2d","block_type":"box","text":"Chase Bank, N.A. (“JPMorgan”) serves as custodian for the Fund in connection with certain securities lending activities.","page_number":22,"box":{"x":59,"y":229,"width":832,"height":12}},{"id":"d9d4bb2e-e20e-4ee2-ac23-b53ad239224e","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":22,"box":{"x":59,"y":256,"width":872,"height":12}},{"id":"8de3cbb8-1c85-42a3-812a-0e02853e122a","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":22,"box":{"x":60,"y":271,"width":829,"height":12}},{"id":"250c6f90-5d87-444a-97b2-4b18cd97ed64","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":22,"box":{"x":60,"y":286,"width":826,"height":12}},{"id":"8ffa8bf1-2de5-4731-bda6-70ba7b9ddcd1","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":22,"box":{"x":59,"y":301,"width":856,"height":12}},{"id":"aeebe586-73cb-4a78-a7b0-3f09bf4eae7c","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":22,"box":{"x":59,"y":316,"width":874,"height":12}},{"id":"8171a6a1-7fd5-43fd-99a4-c9953148a518","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":22,"box":{"x":59,"y":331,"width":853,"height":13}},{"id":"edc0ba34-18f6-47d6-8bc5-f831a8f45cb0","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":22,"box":{"x":59,"y":346,"width":846,"height":12}},{"id":"60fd7f11-3e4a-4b0e-8545-855316b37af8","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":22,"box":{"x":60,"y":361,"width":869,"height":13}},{"id":"f2fedb0f-7bab-4c5c-90ca-758f323758fc","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":22,"box":{"x":59,"y":377,"width":807,"height":12}},{"id":"b921a103-d21f-4f35-9514-1faa263a47af","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":22,"box":{"x":59,"y":392,"width":863,"height":12}},{"id":"bb7cdf21-c42a-4381-9427-ca11fb17e13e","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":22,"box":{"x":59,"y":407,"width":879,"height":12}},{"id":"e62cede6-df0c-4e77-b6d7-766f8a774c65","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":22,"box":{"x":59,"y":422,"width":866,"height":12}},{"id":"f3cb4a87-d0ec-47a4-ae54-a7b441ca68f3","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":22,"box":{"x":59,"y":437,"width":852,"height":12}},{"id":"5453e74f-0454-412a-ad9f-4bd7ee478026","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":22,"box":{"x":59,"y":452,"width":863,"height":12}},{"id":"9fbdc1b5-9a8d-4769-b911-74defa5a0efc","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":22,"box":{"x":60,"y":467,"width":828,"height":13}},{"id":"615467e7-01a2-466e-852e-73319cf97f47","block_type":"box","text":"purchasing replacement securities. This latter event could trigger adverse tax consequences for the Fund. The Fund could","page_number":22,"box":{"x":59,"y":482,"width":852,"height":13}},{"id":"9739b16b-f742-4e20-a398-7c7c65c921c4","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":22,"box":{"x":60,"y":497,"width":849,"height":13}},{"id":"5527bcce-6647-41db-b1e8-98667194cd80","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":22,"box":{"x":60,"y":513,"width":823,"height":12}},{"id":"affbbbcc-13f8-428c-a1bc-ea56f8d88911","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":22,"box":{"x":59,"y":528,"width":865,"height":12}},{"id":"56973c93-eef4-486e-a2c3-a8a06e748f03","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":22,"box":{"x":60,"y":543,"width":871,"height":12}},{"id":"8da79a6b-9c5f-45d4-81ff-1dcadfd147ef","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":22,"box":{"x":60,"y":558,"width":875,"height":12}},{"id":"9bb0578e-3aff-4d79-bad3-ed1da872d965","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":22,"box":{"x":59,"y":573,"width":869,"height":12}},{"id":"e243e57a-a27c-45a1-91f8-3bd0cda08919","block_type":"box","text":"of dividend equivalent payments owed to the Fund (as permitted by applicable law).","page_number":22,"box":{"x":59,"y":588,"width":587,"height":13}},{"id":"979810df-f653-4324-b441-e2b7a94f088c","block_type":"box","text":"Regulations adopted by global prudential regulators require certain bank-regulated counterparties and certain of their","page_number":22,"box":{"x":60,"y":615,"width":824,"height":12}},{"id":"cb8cf032-4239-4030-b2a0-eda818547180","block_type":"box","text":"affiliates to include in certain financial contracts, including many securities lending agreements, terms that delay or restrict","page_number":22,"box":{"x":59,"y":630,"width":859,"height":12}},{"id":"480be59b-995e-4dc7-b126-d613ba61e6d2","block_type":"box","text":"the rights of counterparties, such as the Fund, to terminate such agreements, foreclose upon collateral, exercise other default","page_number":22,"box":{"x":59,"y":645,"width":878,"height":12}},{"id":"a02d7abc-7b48-41be-8b15-d075c133d072","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":22,"box":{"x":60,"y":660,"width":868,"height":12}},{"id":"9049b238-b2b1-4f4a-95d7-2bcaecc12b10","block_type":"box","text":"of resolution or insolvency proceedings. It is possible that these requirements, as well as potential additional government","page_number":22,"box":{"x":59,"y":675,"width":846,"height":12}},{"id":"c6720336-cece-4c86-b7e4-3223e7017b25","block_type":"box","text":"regulation and other developments in the market, could adversely affect the Fund’s ability to terminate existing securities","page_number":22,"box":{"x":60,"y":690,"width":847,"height":13}},{"id":"affa751c-a5c4-477b-b7d0-d647407cd2ee","block_type":"box","text":"lending agreements or to realize amounts to be received under such agreements. Prudential regulation may also favor","page_number":22,"box":{"x":60,"y":705,"width":824,"height":13}},{"id":"c9184b66-6848-497e-badd-5e0239ae7b49","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":22,"box":{"x":60,"y":720,"width":834,"height":13}},{"id":"fc2e5a5c-ea23-4c80-a01d-bf87f87e0562","block_type":"box","text":"borrowers. The Fund may provide additional protections to borrowers, where permitted, pursuant to the Fund’s investment","page_number":22,"box":{"x":60,"y":736,"width":862,"height":12}},{"id":"51c2c04f-8de6-4568-becd-08f24343e0c6","block_type":"box","text":"policies and if BFA believes doing so is in the best interest of the Fund.","page_number":22,"box":{"x":59,"y":751,"width":489,"height":12}},{"id":"e7a52f59-112e-41a2-b6a7-d6bed9970dd1","block_type":"box","text":"Liquidity Risk Management.","page_number":22,"box":{"x":60,"y":777,"width":200,"height":13}},{"id":"ed68f4d0-6289-4b86-9588-1bf42d72627d","block_type":"box","text":"Rule 22e-4 under the Investment Company Act (the “Liquidity Rule”) requires open-end funds,","page_number":22,"box":{"x":270,"y":777,"width":662,"height":13}},{"id":"c89faab1-3e4e-4579-b5a2-4a0b59165b2c","block_type":"box","text":"including exchange-traded funds (“ETFs”) such as the Fund, to establish a liquidity risk management program (the “Liquidity","page_number":22,"box":{"x":60,"y":792,"width":876,"height":13}},{"id":"4bdf6018-089b-4ec7-83c9-ccac9139c4c0","block_type":"box","text":"Program”) and enhance disclosures regarding fund liquidity. As required by the Liquidity Rule, the Fund has implemented a","page_number":22,"box":{"x":60,"y":807,"width":860,"height":13}},{"id":"eb2affbc-3ada-43bf-9d08-932dc8146593","block_type":"box","text":"Liquidity Program, and the Board, including a majority of the Independent Trustees of the Trust, has appointed BFA as the","page_number":22,"box":{"x":60,"y":823,"width":850,"height":12}},{"id":"19ae83cf-b239-40c8-9891-b4aaa858c013","block_type":"box","text":"administrator of the Liquidity Program. Under the Liquidity Program, BFA assesses, manages, and periodically reviews the","page_number":22,"box":{"x":59,"y":838,"width":850,"height":12}},{"id":"25d8e7b2-a5fc-4adb-a6de-6990e436abcd","block_type":"box","text":"Fund’s liquidity risk and classifies each investment held by the Fund as a “highly liquid investment,” “moderately liquid","page_number":22,"box":{"x":60,"y":853,"width":827,"height":12}},{"id":"d6a57af9-a983-4fa1-a3b0-7d08ead50f1d","block_type":"box","text":"investment,” “less liquid investment” or “illiquid investment.” The Liquidity Rule defines “liquidity risk” as the risk that the","page_number":22,"box":{"x":60,"y":868,"width":848,"height":12}},{"id":"b7cfcd73-4f35-42d4-b31b-2ecb403b6122","block_type":"box","text":"Fund could not meet requests to redeem shares issued by the Fund without significant dilution of the remaining investors’","page_number":22,"box":{"x":60,"y":883,"width":854,"height":12}},{"id":"917d997a-6b35-4dfe-bbaf-0b3178a5eef7","block_type":"box","text":"5","page_number":22,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"2e289989-8e02-4085-bf9d-ff012cc2449d","block_type":"box","text":"interest in the Fund. The liquidity of the Fund’s portfolio investments is determined based on relevant market, trading and","page_number":23,"box":{"x":60,"y":67,"width":849,"height":12}},{"id":"a89fe808-b6b5-4e59-9908-58b52619d865","block_type":"box","text":"investment-specific considerations under the Liquidity Program. There are exclusions from certain portions of the liquidity","page_number":23,"box":{"x":60,"y":82,"width":855,"height":12}},{"id":"d7cf0799-cbb0-4454-ab8d-801ba2c1b336","block_type":"box","text":"risk management program requirements for “in-kind” ETFs, as defined in the Liquidity Rule. To the extent that an investment","page_number":23,"box":{"x":60,"y":97,"width":872,"height":12}},{"id":"13993a1e-c676-4bce-98bf-bbd1c595dad5","block_type":"box","text":"is deemed to be an illiquid investment or a less liquid investment, the Fund can expect to be exposed to greater liquidity risk.","page_number":23,"box":{"x":60,"y":112,"width":869,"height":12}},{"id":"1b6fc9da-fc8a-4be8-9927-e3aa0342766c","block_type":"box","text":"Options on Futures Contracts.","page_number":23,"box":{"x":59,"y":139,"width":216,"height":12}},{"id":"4c9261d9-4c98-4367-8986-ee3a6c6860d2","block_type":"box","text":"The Fund may invest in options on futures contracts. An option on a futures contract, as","page_number":23,"box":{"x":284,"y":138,"width":618,"height":13}},{"id":"a76484c7-a11e-49cf-a83f-ca713f93051b","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":23,"box":{"x":59,"y":154,"width":844,"height":12}},{"id":"299db923-bbfe-43bd-b6d7-2a7dfde80849","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":23,"box":{"x":59,"y":169,"width":857,"height":12}},{"id":"9c0dcd3c-16c4-4655-93af-97516557ca4f","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":23,"box":{"x":59,"y":184,"width":844,"height":12}},{"id":"7de03dda-3b93-44da-a07c-0aa9dbb5c45d","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":23,"box":{"x":59,"y":199,"width":877,"height":12}},{"id":"4155d4f2-2289-402f-8439-ef0ecbc6e2c0","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":23,"box":{"x":59,"y":214,"width":863,"height":12}},{"id":"19ad6adb-03c5-4c97-9fb1-5298fc64a7a8","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":23,"box":{"x":59,"y":229,"width":829,"height":12}},{"id":"f3fb9d39-b398-47a4-8f56-28b33c608c48","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":23,"box":{"x":59,"y":244,"width":866,"height":13}},{"id":"23156373-631d-483f-800d-82e93db953c0","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":23,"box":{"x":59,"y":259,"width":829,"height":13}},{"id":"fcee3945-0732-49f2-b88b-43bb6316551d","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":23,"box":{"x":59,"y":274,"width":842,"height":13}},{"id":"86d84750-19a0-4f0b-b8ab-e26dedd902e5","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":23,"box":{"x":59,"y":290,"width":863,"height":12}},{"id":"01bf6310-94f8-454b-92d0-28b71f33cbce","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":23,"box":{"x":59,"y":305,"width":794,"height":12}},{"id":"91c08553-fc21-4e8f-8a11-958c01486363","block_type":"box","text":"Privately Issued Securities.","page_number":23,"box":{"x":60,"y":331,"width":190,"height":13}},{"id":"cc057474-50a3-441f-bb3d-a92ed811cb13","block_type":"box","text":"The Fund may invest in privately issued securities, including those that may be resold only in","page_number":23,"box":{"x":263,"y":331,"width":647,"height":13}},{"id":"f6a2447f-d5b5-4985-b88c-bc1eba11634c","block_type":"box","text":"accordance with Rule 144A or Regulation S under the 1933 Act (“Restricted Securities”). Restricted Securities are not","page_number":23,"box":{"x":59,"y":346,"width":819,"height":13}},{"id":"4a3363d0-9ad0-47e0-b400-1e743553fce2","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":23,"box":{"x":59,"y":361,"width":874,"height":13}},{"id":"8bff76ac-a578-4a38-8b19-60a73e9596d8","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":23,"box":{"x":59,"y":377,"width":869,"height":12}},{"id":"bb41b869-a9af-41f5-91f9-a5c4bd8c0535","block_type":"box","text":"may result in a loss to the Fund.","page_number":23,"box":{"x":60,"y":392,"width":221,"height":12}},{"id":"29f891c9-5493-43f3-acc5-858c531fa7de","block_type":"box","text":"Regulation Regarding Derivatives.","page_number":23,"box":{"x":60,"y":418,"width":242,"height":12}},{"id":"19cec60c-a297-4710-a1b7-c86fae9c6e77","block_type":"box","text":"The CFTC subjects advisers to registered investment companies to regulation by the","page_number":23,"box":{"x":310,"y":418,"width":589,"height":12}},{"id":"a98001b6-2c35-4bb4-bb59-48f94d14849d","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":23,"box":{"x":59,"y":433,"width":876,"height":13}},{"id":"37fc6614-0419-4832-95cd-c83db591b2b7","block_type":"box","text":"its liquidation value in CFTC-regulated futures, options and swaps (“CFTC Derivatives”) or (ii) markets itself as providing","page_number":23,"box":{"x":60,"y":448,"width":843,"height":13}},{"id":"cb2f40d1-2959-484e-9227-90b798a8e164","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":23,"box":{"x":60,"y":463,"width":855,"height":13}},{"id":"c4e948e0-add6-460c-9107-cc8d17026e99","block_type":"box","text":"the Fund and the Subsidiary will each be considered a “commodity pool” under the CEA. Accordingly, BFA, the Fund’s","page_number":23,"box":{"x":59,"y":479,"width":822,"height":12}},{"id":"f5ba56dd-18c7-40cd-85c4-75337724c5c7","block_type":"box","text":"investment adviser, has registered as a commodity pool operator and is subject to CFTC regulation with respect to the Fund.","page_number":23,"box":{"x":60,"y":494,"width":868,"height":12}},{"id":"f78a8680-21eb-4739-8452-f5c287d630ce","block_type":"box","text":"BFA is also subject to regulation by the National Futures Association.","page_number":23,"box":{"x":60,"y":509,"width":478,"height":12}},{"id":"88626710-5d1a-45ac-8dd3-1754cf421d1d","block_type":"box","text":"Derivative contracts, including, without limitation, swaps, currency forwards, and NDFs, are subject to regulation under the","page_number":23,"box":{"x":60,"y":535,"width":859,"height":13}},{"id":"59378938-ba9e-47d1-950a-a5788c56df20","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":23,"box":{"x":60,"y":550,"width":871,"height":13}},{"id":"54c66f31-a769-47cf-b54e-223b4aebc451","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":23,"box":{"x":60,"y":566,"width":839,"height":12}},{"id":"2dc37604-9ecd-4f93-a71d-2512c9838c18","block_type":"box","text":"subject to variation margin and initial margin requirements. Implementation of the margining and other provisions of the","page_number":23,"box":{"x":59,"y":581,"width":847,"height":12}},{"id":"1ce25d36-264e-43c2-b7e0-a5ed5da7d133","block_type":"box","text":"Dodd-Frank Act regarding clearing, mandatory trading, reporting and documentation of swaps and other derivatives have","page_number":23,"box":{"x":60,"y":596,"width":853,"height":12}},{"id":"30fe61a0-fbc7-400d-ba27-36450561923f","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":23,"box":{"x":60,"y":611,"width":868,"height":12}},{"id":"0a8ba3be-9972-4e2d-b675-3e31c2ef1f5b","block_type":"box","text":"to investors in the Fund.","page_number":23,"box":{"x":59,"y":626,"width":168,"height":10}},{"id":"daff94ed-01cd-4007-b986-0e15d2739c53","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":23,"box":{"x":60,"y":652,"width":849,"height":13}},{"id":"80d52d86-b38b-4552-9c7f-ebcd6bc080e0","block_type":"box","text":"and certain other transactions notwithstanding the restrictions on the issuance of “senior securities” under Section 18 of the","page_number":23,"box":{"x":59,"y":668,"width":873,"height":12}},{"id":"c3f1dde1-2c0b-4d74-8a67-4ac9577590a7","block_type":"box","text":"Investment Company Act. Section 18 of the Investment Company Act, among other things, prohibits open-end funds,","page_number":23,"box":{"x":60,"y":683,"width":822,"height":12}},{"id":"d1810351-25b9-4e6c-bd27-8e964447a768","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":23,"box":{"x":60,"y":698,"width":871,"height":12}},{"id":"0dc62dcb-e191-4232-bae9-24bc9333c9ab","block_type":"box","text":"to maintain 300% “asset coverage”).","page_number":23,"box":{"x":59,"y":713,"width":257,"height":12}},{"id":"a825facd-2b6d-4f7b-a397-b309efb9db59","block_type":"box","text":"Under Rule 18f-4, “Derivatives Transactions” include the following: (1) any swap, security-based swap (including a contract","page_number":23,"box":{"x":60,"y":739,"width":862,"height":13}},{"id":"b9383a15-435e-49c4-a259-446df1dea602","block_type":"box","text":"for differences), futures contract, forward contract, option (excluding purchased options), any combination of the foregoing,","page_number":23,"box":{"x":59,"y":754,"width":871,"height":13}},{"id":"35baf59c-6df6-48ef-bca5-6ffd3d233712","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":23,"box":{"x":59,"y":770,"width":839,"height":12}},{"id":"0fc1a468-f03d-4b59-88ad-35f6f57ec36e","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":23,"box":{"x":59,"y":785,"width":838,"height":12}},{"id":"351723c1-e326-4636-ae0e-cb7963374e95","block_type":"box","text":"otherwise; (2) any short sale borrowing; (3) reverse repurchase agreements and similar financing transactions (","page_number":23,"box":{"x":59,"y":800,"width":780,"height":12}},{"id":"5fad953e-66d4-42cd-935e-124574071fcd","block_type":"box","text":"e.g","page_number":23,"box":{"x":840,"y":803,"width":21,"height":9}},{"id":"a533fb88-17c4-4460-acc5-dbe2f54d9891","block_type":"box","text":"., recourse","page_number":23,"box":{"x":862,"y":803,"width":71,"height":8}},{"id":"e1a60f86-19fe-4f30-bcee-bf486a998962","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":23,"box":{"x":59,"y":815,"width":849,"height":12}},{"id":"2e4853ec-222b-4538-a474-3e4241e720ec","block_type":"box","text":"Transactions under Rule 18f-4; and (4) when-issued or forward-settling securities (","page_number":23,"box":{"x":59,"y":830,"width":581,"height":12}},{"id":"0a445f15-a3e6-4733-92f3-ad2bac5c77f6","block_type":"box","text":"e.g.,","page_number":23,"box":{"x":642,"y":833,"width":26,"height":9}},{"id":"a94cfe6f-8602-4e48-a504-48f5eebdb2d4","block_type":"box","text":"firm and standby commitments,","page_number":23,"box":{"x":674,"y":830,"width":225,"height":12}},{"id":"b42a7980-2f28-4b54-b5ad-29d3eb9e5804","block_type":"box","text":"including to-be-announced (“TBA”) commitments, and dollar rolls) and non-standard settlement cycle securities, unless the","page_number":23,"box":{"x":60,"y":845,"width":869,"height":13}},{"id":"6d7e38d5-5103-4846-a183-ac098a17ec40","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":23,"box":{"x":60,"y":860,"width":871,"height":13}},{"id":"b7eaca85-44f9-4ec3-85f7-9713d18dfe80","block_type":"box","text":"Settlement Securities Provision”).","page_number":23,"box":{"x":59,"y":875,"width":233,"height":13}},{"id":"f055b54b-faae-4cb1-b9ec-6231fd5b2d06","block_type":"box","text":"6","page_number":23,"box":{"x":495,"y":916,"width":8,"height":9}},{"id":"e5611b20-ee9c-4b5e-a08e-efad1cd3500f","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":24,"box":{"x":60,"y":67,"width":877,"height":12}},{"id":"00e8b393-4024-48ad-b9ad-eb0d35541ddd","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":24,"box":{"x":59,"y":82,"width":857,"height":12}},{"id":"bb8cb46d-ab7e-40c6-8911-89e0946269c8","block_type":"box","text":"comprehensive written derivatives risk management program (“DRMP”) and comply with a relative or absolute limit on Fund","page_number":24,"box":{"x":59,"y":97,"width":875,"height":12}},{"id":"e10d885e-3ece-45c6-acf3-57949ff9085b","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":24,"box":{"x":60,"y":112,"width":846,"height":12}},{"id":"d0c422e0-f7c2-4878-b937-94624fb0e5a0","block_type":"box","text":"appointed by the Board, including a majority of Independent Directors/Trustees, and periodically reviews the DRMP and","page_number":24,"box":{"x":59,"y":127,"width":840,"height":12}},{"id":"46d886f1-1f7a-4797-912d-157f1f5a2177","block_type":"box","text":"reports to the Board.","page_number":24,"box":{"x":60,"y":142,"width":142,"height":13}},{"id":"114df201-ccbd-499c-91ef-b5b858d4bbb0","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":24,"box":{"x":60,"y":169,"width":807,"height":12}},{"id":"6be48905-bafd-415d-8d4b-4a334a2012ca","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":24,"box":{"x":59,"y":184,"width":867,"height":12}},{"id":"f5bfa6b1-ffd6-4b8b-8bf8-04f29527445d","block_type":"box","text":"Fund adopts and implements written policies and procedures reasonably designed to manage its derivatives risks (the","page_number":24,"box":{"x":60,"y":199,"width":826,"height":12}},{"id":"eb7f6695-1cd3-470b-9e47-3d12f418c9b2","block_type":"box","text":"“Limited Derivatives User Exception”).","page_number":24,"box":{"x":59,"y":214,"width":265,"height":12}},{"id":"859d0417-eb71-4456-b1b0-5f6837cf2852","block_type":"box","text":"Repurchase Agreements.","page_number":24,"box":{"x":60,"y":240,"width":179,"height":13}},{"id":"1004143f-5b06-475c-9c61-7adf1eaacd58","block_type":"box","text":"A repurchase agreement is an instrument under which the purchaser (","page_number":24,"box":{"x":248,"y":240,"width":495,"height":13}},{"id":"bb862efc-c025-4ee6-a733-ffac69164dd3","block_type":"box","text":"i.e.","page_number":24,"box":{"x":744,"y":241,"width":17,"height":9}},{"id":"a1fedb21-09e9-4646-9814-b1a0d11cc512","block_type":"box","text":", a Fund) acquires a","page_number":24,"box":{"x":764,"y":240,"width":135,"height":13}},{"id":"3ddf9dba-ffab-45c4-ba59-4ca325778722","block_type":"box","text":"security and the seller agrees, at the time of the sale, to repurchase the security at a mutually agreed-upon time and price,","page_number":24,"box":{"x":59,"y":256,"width":854,"height":12}},{"id":"594521ec-2ecc-4b49-b093-4213b27a2b7c","block_type":"box","text":"thereby determining the yield during the purchaser’s holding period. Repurchase agreements may be construed to be","page_number":24,"box":{"x":59,"y":271,"width":822,"height":12}},{"id":"6181d737-3b18-4694-8cc9-a88d8f8f9467","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":24,"box":{"x":59,"y":286,"width":828,"height":12}},{"id":"3c15d579-448a-40a2-82e4-a0afacac7003","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":24,"box":{"x":59,"y":301,"width":878,"height":12}},{"id":"73570058-f303-4956-a573-668d2071fd11","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":24,"box":{"x":59,"y":316,"width":861,"height":12}},{"id":"1c152fca-0e95-42eb-b538-c032437a04e5","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":24,"box":{"x":59,"y":331,"width":760,"height":13}},{"id":"9408f9f4-3ef7-4d69-8332-660d6c8f51aa","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":24,"box":{"x":60,"y":358,"width":875,"height":12}},{"id":"c67fbcc3-b3ac-4baf-bff0-173e303772ef","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":24,"box":{"x":59,"y":373,"width":841,"height":12}},{"id":"66816265-ef34-41c9-96fc-2eb37be38ace","block_type":"box","text":"entered into, are determined to (A) have exceptionally strong capacity to meet their financial obligations and (B) are","page_number":24,"box":{"x":59,"y":388,"width":811,"height":12}},{"id":"6ba3c95d-4a7b-4b1f-b4a4-5ed764c0d148","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":24,"box":{"x":59,"y":403,"width":857,"height":12}},{"id":"5c962883-5514-4b3e-89a7-e501fb018338","block_type":"box","text":"seven days.","page_number":24,"box":{"x":59,"y":418,"width":79,"height":12}},{"id":"534a2f56-7c91-4fc3-aac9-725aa574ea0e","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":24,"box":{"x":60,"y":445,"width":867,"height":12}},{"id":"d4943e71-5894-4123-931a-6ea2d5eff5ca","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":24,"box":{"x":60,"y":460,"width":796,"height":12}},{"id":"a9ab63b6-de58-4bb4-8935-f1ecd7e0bc48","block_type":"box","text":"uncertainties involved in repurchase agreements, such risks cannot be eliminated. Lower quality collateral and collateral with","page_number":24,"box":{"x":60,"y":475,"width":872,"height":12}},{"id":"679c530e-b5dc-41ab-90b5-8d53890410f5","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":24,"box":{"x":59,"y":490,"width":836,"height":12}},{"id":"69e796f8-b694-4e63-8170-d7be4b120f70","block_type":"box","text":"maturity. If the repurchase agreement counterparty were to default, lower quality collateral may be more difficult to liquidate","page_number":24,"box":{"x":60,"y":505,"width":870,"height":12}},{"id":"0f73cfd6-d0bd-4eab-a757-a3ea9fdd3d33","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":24,"box":{"x":59,"y":520,"width":840,"height":12}},{"id":"b4511ce1-c7b1-4f8d-8162-fef2e65486cd","block_type":"box","text":"counterparty’s repurchase obligation, a Fund would likely retain the status of an unsecured creditor of the counterparty (","page_number":24,"box":{"x":59,"y":535,"width":845,"height":13}},{"id":"7f43d949-2f2c-4a03-a54d-0d686ff703e7","block_type":"box","text":"i.e.","page_number":24,"box":{"x":905,"y":536,"width":18,"height":9}},{"id":"0aa398eb-9bfa-4b3d-b583-be1518ae07d6","block_type":"box","text":",","page_number":24,"box":{"x":925,"y":543,"width":2,"height":4}},{"id":"e7bb8f68-e491-4fd0-92d3-b249cb797435","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":24,"box":{"x":59,"y":550,"width":828,"height":13}},{"id":"5d5e3756-a8aa-4ed5-894c-b3513b170c11","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":24,"box":{"x":59,"y":566,"width":875,"height":12}},{"id":"0a9d4fbb-71e4-47dd-857a-a001c01da7d5","block_type":"box","text":"be at risk of losing some or all of the principal and income involved in the transaction.","page_number":24,"box":{"x":60,"y":581,"width":597,"height":12}},{"id":"4386d3ef-762d-4224-aacb-542209ca79f4","block_type":"box","text":"Reverse Repurchase Agreements.","page_number":24,"box":{"x":60,"y":607,"width":240,"height":12}},{"id":"b1c69709-0fbc-453b-8dca-1259b76fcd22","block_type":"box","text":"Reverse repurchase agreements involve the sale of securities with an agreement to","page_number":24,"box":{"x":309,"y":607,"width":578,"height":12}},{"id":"2ae15dbf-6eed-4166-ba4e-f95bc36e3d50","block_type":"box","text":"repurchase the securities at an agreed-upon price, date and interest payment and have the characteristics of borrowing.","page_number":24,"box":{"x":60,"y":622,"width":838,"height":13}},{"id":"c3071179-664e-47cd-8000-930ae1332fff","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":24,"box":{"x":59,"y":637,"width":870,"height":13}},{"id":"c923a27c-1009-4eaf-8249-dd30131d2980","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":24,"box":{"x":60,"y":652,"width":840,"height":13}},{"id":"196f49ee-170d-428f-a239-51ffcd66d4de","block_type":"box","text":"interest income associated with those securities. Such transactions are advantageous only if a Fund has an opportunity to","page_number":24,"box":{"x":60,"y":668,"width":853,"height":12}},{"id":"a5ab4a3e-3c1b-410b-9796-6f528fcdc28d","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":24,"box":{"x":59,"y":683,"width":875,"height":12}},{"id":"0e783d7e-3332-4b02-9a8c-6b849f2e092d","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":24,"box":{"x":59,"y":698,"width":869,"height":12}},{"id":"6e131f4d-9951-4026-a0e3-88b23ef00a41","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":24,"box":{"x":59,"y":713,"width":878,"height":12}},{"id":"ae5e0872-596f-4246-96cc-6c4cbdc3a1ac","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":24,"box":{"x":59,"y":728,"width":875,"height":12}},{"id":"9229dd89-5546-4910-9971-b90a68012e79","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":24,"box":{"x":59,"y":743,"width":845,"height":12}},{"id":"db649db2-006d-49af-870b-8d48a1d5c8a5","block_type":"box","text":"Fund through reverse repurchase agreements may be invested in additional securities.","page_number":24,"box":{"x":60,"y":758,"width":602,"height":13}},{"id":"c652fabd-e7ec-48f2-8377-f0da48117a99","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":24,"box":{"x":60,"y":785,"width":832,"height":12}},{"id":"cc4a1a5f-b025-4f4b-a0d0-74cf5b32338b","block_type":"box","text":"financing transactions (","page_number":24,"box":{"x":59,"y":800,"width":165,"height":12}},{"id":"cd6c2615-31d3-466b-81c7-c99d332f6e73","block_type":"box","text":"e.g.,","page_number":24,"box":{"x":225,"y":803,"width":27,"height":9}},{"id":"00fa3991-1592-40c3-8efc-7f1960b0285d","block_type":"box","text":"recourse and non-recourse tender option bonds, borrowed bonds) notwithstanding the","page_number":24,"box":{"x":258,"y":800,"width":614,"height":12}},{"id":"f4002caf-4ce1-4c83-a8d0-0048c26770ad","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":24,"box":{"x":60,"y":815,"width":869,"height":12}},{"id":"a846d39a-b5f3-4f80-b042-8a56771f35ce","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":24,"box":{"x":59,"y":830,"width":879,"height":12}},{"id":"cd649e5a-90c9-47c8-843f-f4b83284dafc","block_type":"box","text":"(ii) treats such transactions as Derivatives Transactions under Rule 18f-4. (See “","page_number":24,"box":{"x":60,"y":845,"width":556,"height":13}},{"id":"0d86460e-36e9-409a-bd24-94276a5e1a48","block_type":"box","text":"Regulation Regarding Derivatives","page_number":24,"box":{"x":617,"y":845,"width":231,"height":13}},{"id":"048f3686-5b65-4870-964a-ef6caabef7bb","block_type":"box","text":"” above.)","page_number":24,"box":{"x":849,"y":845,"width":61,"height":13}},{"id":"db076b23-5039-440d-a7f0-b7b563993bb3","block_type":"box","text":"7","page_number":24,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"3271240f-1955-4d21-9c94-a876364633eb","block_type":"box","text":"Short-Term Instruments and Temporary Investments.","page_number":25,"box":{"x":59,"y":67,"width":385,"height":12}},{"id":"f23165ce-0455-4323-a358-86275dc28424","block_type":"box","text":"The Fund may invest in short-term instruments, including money","page_number":25,"box":{"x":453,"y":67,"width":458,"height":12}},{"id":"5c5d6323-a9b7-40cb-ade3-dd3b8da785f3","block_type":"box","text":"market instruments, on an ongoing basis to provide liquidity or for other reasons. Money market instruments are generally","page_number":25,"box":{"x":60,"y":82,"width":858,"height":12}},{"id":"fa07a023-c20d-4085-a7ff-e845d2f05dbf","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":25,"box":{"x":59,"y":97,"width":861,"height":12}},{"id":"a286525b-d4df-401d-8bf1-10f04795ea2c","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":25,"box":{"x":60,"y":112,"width":813,"height":12}},{"id":"42a49e1a-b678-4782-beb9-fd7229ca66c0","block_type":"box","text":"instrumentalities (including government-sponsored enterprises); (iii) negotiable certificates of deposit (“CDs”), bankers’","page_number":25,"box":{"x":60,"y":127,"width":839,"height":12}},{"id":"2f261cc0-30dd-48b9-b983-63903036dfff","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":25,"box":{"x":59,"y":142,"width":871,"height":13}},{"id":"5628de71-d8bb-482a-863b-492cc3fc4ee4","block_type":"box","text":"institutions; (iv) commercial paper rated, at the date of purchase, “Prime-1” by Moody’s","page_number":25,"box":{"x":60,"y":157,"width":612,"height":13}},{"id":"8742851b-e416-4624-8f3e-d14e4c7e1da6","block_type":"box","text":"®","page_number":25,"box":{"x":673,"y":156,"width":9,"height":6}},{"id":"82e831ed-d115-4de8-822e-19761ec5263e","block_type":"box","text":"Investors Service, Inc., “F-1” by","page_number":25,"box":{"x":688,"y":157,"width":213,"height":13}},{"id":"aba0878a-e7fd-4edb-adfa-11be0759f279","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":25,"box":{"x":60,"y":172,"width":838,"height":13}},{"id":"86fdadd1-4502-43ef-81f5-fb8c4b99b509","block_type":"box","text":"unrated, of comparable quality as determined by BFA; (v) non-convertible corporate debt securities (","page_number":25,"box":{"x":60,"y":188,"width":702,"height":12}},{"id":"79788c9e-f75f-414e-bf46-f50e7ff06291","block_type":"box","text":"e.g.","page_number":25,"box":{"x":763,"y":191,"width":23,"height":9}},{"id":"c2d96bda-62bd-4c50-be80-cb6f5cdd38c0","block_type":"box","text":", bonds and","page_number":25,"box":{"x":788,"y":188,"width":81,"height":11}},{"id":"c5745852-096f-4a74-8841-3ba9611598d1","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":25,"box":{"x":59,"y":203,"width":869,"height":12}},{"id":"77d018d5-500b-467c-aa2f-fe472bf773f2","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":25,"box":{"x":59,"y":218,"width":863,"height":12}},{"id":"d3f6c0c5-4bf0-409e-b771-480668da444e","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":25,"box":{"x":59,"y":233,"width":876,"height":12}},{"id":"87ab8d44-e3a3-4e11-96fc-107fe39d54ca","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":25,"box":{"x":59,"y":248,"width":833,"height":12}},{"id":"b467bcbb-6817-4dc4-8943-ded762641138","block_type":"box","text":"instruments may be purchased on a current or forward-settled basis. Time deposits are non-negotiable deposits maintained","page_number":25,"box":{"x":60,"y":263,"width":867,"height":12}},{"id":"3b729aa5-b62f-4ac8-8387-d1d1bc2e3e1a","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":25,"box":{"x":60,"y":278,"width":851,"height":13}},{"id":"59f8ceec-450c-46c6-859c-ab00f62080a0","block_type":"box","text":"commercial banks by borrowers, usually in connection with international transactions.","page_number":25,"box":{"x":59,"y":293,"width":604,"height":13}},{"id":"8d25e47f-a159-41e1-9571-f253533e1f73","block_type":"box","text":"Swap Agreements.","page_number":25,"box":{"x":59,"y":320,"width":134,"height":12}},{"id":"f9faaa83-36f0-4c6f-9935-813b2f12712e","block_type":"box","text":"Swap agreements are contracts between parties in which one party agrees to make periodic payments to","page_number":25,"box":{"x":202,"y":320,"width":735,"height":12}},{"id":"e77c2b2c-c250-42c9-9b0f-7eb402951186","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":25,"box":{"x":59,"y":335,"width":850,"height":12}},{"id":"527b68ff-395e-4d7b-9d3d-239ecceaa319","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":25,"box":{"x":60,"y":350,"width":843,"height":12}},{"id":"4cb1cce9-bee6-4cac-a42e-4fe39d1c3894","block_type":"box","text":"underlying investment or notional amount. Swap agreements will usually be performed on a net basis, with the Fund","page_number":25,"box":{"x":60,"y":365,"width":816,"height":13}},{"id":"14a8319e-1eaa-4fa8-b8dc-7a21c977c527","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":25,"box":{"x":60,"y":380,"width":870,"height":13}},{"id":"2217fe8f-4a41-457a-8d3a-00e588a93993","block_type":"box","text":"over its entitlements with respect to each swap is accrued on a daily basis.","page_number":25,"box":{"x":59,"y":395,"width":520,"height":13}},{"id":"541caf2b-eee6-46b8-aebc-b07cf04e14eb","block_type":"box","text":"The Fund may enter into swap agreements, including commodity swaps, currency swaps, interest rate swaps, securities","page_number":25,"box":{"x":59,"y":422,"width":839,"height":12}},{"id":"42153a50-6e8b-44b2-9e97-0a493926ea81","block_type":"box","text":"swaps and index swaps. The use of such swaps is a highly specialized activity that involves investment techniques and risks","page_number":25,"box":{"x":59,"y":437,"width":864,"height":12}},{"id":"dbd78aba-2cea-4867-8943-8ed528f1ff10","block_type":"box","text":"different from those associated with ordinary portfolio security transactions. These transactions generally do not involve the","page_number":25,"box":{"x":59,"y":452,"width":868,"height":12}},{"id":"68750735-b1be-4ba6-95f6-3c81d4e74554","block_type":"box","text":"delivery of securities or other underlying assets.","page_number":25,"box":{"x":59,"y":467,"width":333,"height":13}},{"id":"6adb7202-9c91-4761-a6ef-6f07c7125e4a","block_type":"box","text":"Future Developments.","page_number":25,"box":{"x":60,"y":494,"width":157,"height":12}},{"id":"12c3075f-ac71-4e42-ad76-59d0e84fc56a","block_type":"box","text":"The Board may, in the future, authorize the Fund to invest in securities contracts and investments,","page_number":25,"box":{"x":226,"y":494,"width":683,"height":12}},{"id":"25e5efb4-f1bf-48a9-8f16-70e820f3cbd1","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":25,"box":{"x":59,"y":509,"width":857,"height":12}},{"id":"b821a540-8165-4635-98d2-ceb9f779e931","block_type":"box","text":"and do not violate any of its investment restrictions or policies.","page_number":25,"box":{"x":59,"y":524,"width":438,"height":12}},{"id":"a1a57c19-cfa8-41e2-953b-ab586d183c21","block_type":"box","text":"General Considerations and Risks","page_number":25,"box":{"x":60,"y":555,"width":559,"height":23}},{"id":"cc9bdaa4-0c23-400e-9924-c63a3285716f","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":25,"box":{"x":59,"y":596,"width":814,"height":12}},{"id":"d7442163-bcf0-457a-b175-df10a240ed94","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":25,"box":{"x":59,"y":622,"width":831,"height":13}},{"id":"9a5f5db9-9553-470a-a2b2-8a9b828a3916","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":25,"box":{"x":59,"y":637,"width":874,"height":13}},{"id":"60e5c94e-a2cb-451b-83df-b43faacf1eb0","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":25,"box":{"x":59,"y":652,"width":873,"height":13}},{"id":"629eeb21-7a37-498d-b766-173e5fbba21d","block_type":"box","text":"particular risk factor.","page_number":25,"box":{"x":59,"y":668,"width":143,"height":12}},{"id":"ee8191f6-e608-42a4-a3a1-c58f137b2dd1","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":25,"box":{"x":59,"y":694,"width":874,"height":12}},{"id":"e62c3eb8-2c61-4426-a0b0-000281bdc398","block_type":"box","text":"may employ in pursuit of the Fund’s investment objective and related risks.","page_number":25,"box":{"x":60,"y":709,"width":523,"height":12}},{"id":"7d81885e-f466-43bc-90dc-a3ae84f211ca","block_type":"box","text":"Borrowing Risk.","page_number":25,"box":{"x":60,"y":736,"width":112,"height":12}},{"id":"eb6b3c1b-d425-4410-899a-13cbab168dcb","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":25,"box":{"x":182,"y":736,"width":711,"height":12}},{"id":"5fab0c42-1a60-4b30-84dc-09da2f5de11a","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":25,"box":{"x":60,"y":751,"width":849,"height":12}},{"id":"d275e166-faed-4451-ab40-77eccf0aa4bd","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":25,"box":{"x":60,"y":766,"width":831,"height":12}},{"id":"853bcb4f-67e7-4e04-a491-e6c694b626f0","block_type":"box","text":"Commodities Investment Risk.","page_number":25,"box":{"x":59,"y":792,"width":218,"height":10}},{"id":"94887188-92a6-4393-98a6-f6c6ecab1f00","block_type":"box","text":"Exposure to commodities markets may subject the Fund to greater volatility than","page_number":25,"box":{"x":287,"y":792,"width":566,"height":13}},{"id":"222e02c4-4e6a-4744-89c9-ff3d2dd1eba8","block_type":"box","text":"investments in traditional securities. The commodities markets have experienced periods of extreme volatility. Similar future","page_number":25,"box":{"x":60,"y":807,"width":865,"height":13}},{"id":"ac35aebb-85fd-44a2-b674-09dadad74b11","block_type":"box","text":"market conditions may result in rapid and substantial valuation increases or decreases in the Fund’s holdings.","page_number":25,"box":{"x":60,"y":823,"width":765,"height":12}},{"id":"72bf379b-8656-45ef-9346-da2e2ee3373e","block_type":"box","text":"The commodities markets may fluctuate widely based on a variety of factors. Movements in commodity investment prices","page_number":25,"box":{"x":59,"y":849,"width":857,"height":12}},{"id":"d20960ab-a446-4ad0-a55d-0c8617136892","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":25,"box":{"x":59,"y":864,"width":857,"height":12}},{"id":"0cd15f8e-8ff7-4769-a2b8-8ea73a01086f","block_type":"box","text":"things: governmental, agricultural, trade, fiscal, monetary and exchange control programs and policies; changing market and","page_number":25,"box":{"x":59,"y":879,"width":874,"height":13}},{"id":"3c80c4b7-c889-4057-97b6-c5000b50e464","block_type":"box","text":"8","page_number":25,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"59409fc0-7145-4b2e-aca6-0374b59cdbef","block_type":"box","text":"economic conditions; market liquidity; weather and climate conditions, including droughts and floods; livestock disease;","page_number":26,"box":{"x":59,"y":67,"width":841,"height":12}},{"id":"ba25414c-10a4-4738-83c7-083637735409","block_type":"box","text":"changing supply and demand relationships and levels of domestic production and imported commodities; changes in","page_number":26,"box":{"x":59,"y":82,"width":823,"height":12}},{"id":"69026f8d-50e0-4daf-969b-f144ca90bbfb","block_type":"box","text":"storage costs; the availability of local, intrastate and interstate transportation systems; energy conservation; the success of","page_number":26,"box":{"x":59,"y":97,"width":858,"height":12}},{"id":"eea46c65-4bf3-4a3f-abd0-d453d0721b03","block_type":"box","text":"exploration projects; changes in international balances of payments and trade; domestic and foreign rates of inflation;","page_number":26,"box":{"x":59,"y":112,"width":824,"height":12}},{"id":"7e6b4204-80ac-4c00-913e-c16bac16df45","block_type":"box","text":"currency devaluations and revaluations; domestic and foreign political and economic events; domestic and foreign interest","page_number":26,"box":{"x":59,"y":127,"width":859,"height":12}},{"id":"5b296f23-ec23-4bea-8500-aa077416e9ee","block_type":"box","text":"rates and/or investor expectations concerning interest rates; foreign currency/exchange rates; domestic and foreign","page_number":26,"box":{"x":60,"y":142,"width":813,"height":13}},{"id":"fd905639-3a8c-4dab-b312-12b23f383385","block_type":"box","text":"governmental regulation and taxation; war, acts of terrorism and other political upheaval and conflicts; governmental","page_number":26,"box":{"x":59,"y":157,"width":819,"height":13}},{"id":"600b5f32-0fc2-45c9-8beb-8fe489e2a1b6","block_type":"box","text":"expropriation; investment and trading activities of mutual funds, hedge funds and commodities funds; and changes in","page_number":26,"box":{"x":59,"y":172,"width":827,"height":13}},{"id":"cc3f8917-dfab-4bf7-ae92-c73fc6bd63ea","block_type":"box","text":"philosophies and emotions of market participants. The frequency and magnitude of such changes cannot be predicted.","page_number":26,"box":{"x":59,"y":188,"width":836,"height":12}},{"id":"eeadfd2a-06c4-4375-bde6-535a41f0e3b2","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":26,"box":{"x":60,"y":203,"width":852,"height":12}},{"id":"1809d021-fcd7-4777-9ea9-6511070bfaa2","block_type":"box","text":"U.S. on foreign products and by foreign countries on U.S. commodities will impact commodity prices.","page_number":26,"box":{"x":60,"y":218,"width":707,"height":12}},{"id":"1b2d23e0-646c-41ce-9a2e-dd733cc4fbba","block_type":"box","text":"The prices of commodities can also fluctuate widely due to supply and demand disruptions in major producing or","page_number":26,"box":{"x":59,"y":244,"width":798,"height":13}},{"id":"64e4753d-1431-4342-b39d-2f1e04ffc9a8","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":26,"box":{"x":59,"y":259,"width":876,"height":13}},{"id":"fc1f5e39-9510-46b9-b076-5024d9bc08fb","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":26,"box":{"x":59,"y":274,"width":851,"height":13}},{"id":"e8e62844-cf6e-46c0-9c18-4c229803ef04","block_type":"box","text":"related events in such countries could have a disproportionate impact on the prices of such commodities.","page_number":26,"box":{"x":60,"y":290,"width":738,"height":12}},{"id":"b004829c-80f8-4e2f-8ffb-2ba8fa2f1323","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":26,"box":{"x":59,"y":316,"width":805,"height":12}},{"id":"1fdaa335-6209-4778-8e95-55c3f56ac1f1","block_type":"box","text":"transportation, mining, processing, storage or distribution may adversely impact the financial performance of a commodity","page_number":26,"box":{"x":59,"y":331,"width":863,"height":13}},{"id":"788c7009-b4e1-4535-b478-ee881219c406","block_type":"box","text":"or commodity-related company that devotes a portion of its business to that commodity. Production declines and volume","page_number":26,"box":{"x":59,"y":346,"width":854,"height":13}},{"id":"54c3ae64-2b58-4501-9913-1d1792d86087","block_type":"box","text":"decreases could be caused by various factors, including catastrophic events affecting production, depletion of resources,","page_number":26,"box":{"x":59,"y":361,"width":844,"height":13}},{"id":"f1a71573-9f2c-4b76-802a-5005f7c70842","block_type":"box","text":"labor difficulties, environmental proceedings, increased regulations, equipment failures and unexpected maintenance","page_number":26,"box":{"x":60,"y":377,"width":820,"height":12}},{"id":"84bdf7da-7e54-40c0-b4de-ca8fd049e656","block_type":"box","text":"problems, import supply disruption, governmental expropriation, political upheaval or conflicts or increased competition","page_number":26,"box":{"x":59,"y":392,"width":842,"height":12}},{"id":"b79187de-2ad8-4658-917f-0e6ab5ccd699","block_type":"box","text":"from alternative energy sources or commodity prices. Agricultural commodities may be adversely affected by weather or","page_number":26,"box":{"x":59,"y":407,"width":845,"height":12}},{"id":"9bcd41de-4ee4-4447-b3d9-21f854f5af6c","block_type":"box","text":"other natural phenomena, such as drought, floods and pests.","page_number":26,"box":{"x":59,"y":422,"width":428,"height":12}},{"id":"334e12eb-61ea-4d35-abe1-01249331c295","block_type":"box","text":"A sustained decline in demand for such commodities could also adversely affect the financial performance of commodity","page_number":26,"box":{"x":59,"y":448,"width":855,"height":13}},{"id":"4a680757-d8ab-486b-aaf7-725a1f9fecbb","block_type":"box","text":"related companies. Factors that could lead to a decline in demand include economic recession or other adverse economic","page_number":26,"box":{"x":60,"y":463,"width":851,"height":13}},{"id":"5311939f-70db-4251-a10c-3f7acd53b567","block_type":"box","text":"conditions, higher taxes on commodities or increased governmental regulations, increases in fuel economy, consumer shifts","page_number":26,"box":{"x":59,"y":479,"width":869,"height":12}},{"id":"16b2cfd7-182c-4fc9-911f-ede1897aec18","block_type":"box","text":"to the use of alternative commodities or fuel sources, changes in commodity prices, or weather.","page_number":26,"box":{"x":59,"y":494,"width":670,"height":12}},{"id":"1f7f2ed2-ab61-44ee-bf8e-aa8502d0aaf8","block_type":"box","text":"The commodity markets are subject to temporary distortions and other disruptions due to, among other factors, lack of","page_number":26,"box":{"x":59,"y":520,"width":840,"height":12}},{"id":"c1f069b8-a5ed-4c63-a9a7-3ec753adfca1","block_type":"box","text":"liquidity, the participation of speculators, and government regulation and other actions. U.S. futures exchanges and some","page_number":26,"box":{"x":60,"y":535,"width":847,"height":13}},{"id":"2fb16b14-27bf-4c63-a8c0-91327dc840a4","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":26,"box":{"x":59,"y":550,"width":822,"height":13}},{"id":"00c6f0c6-b525-4e90-b908-f6e04287e862","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":26,"box":{"x":60,"y":566,"width":852,"height":12}},{"id":"32438c4e-1ee9-4294-85ab-fa360e36609f","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":26,"box":{"x":60,"y":581,"width":830,"height":12}},{"id":"3bbe6b4f-1554-40e3-b598-26afc8751429","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":26,"box":{"x":60,"y":596,"width":859,"height":12}},{"id":"3431e145-929b-4bc0-9164-f66183f5a00a","block_type":"box","text":"contracts at disadvantageous times or prices.","page_number":26,"box":{"x":59,"y":611,"width":317,"height":12}},{"id":"587a3c1c-4bcc-4a13-b54e-4c49e2768d39","block_type":"box","text":"Commodity Forward Risk.","page_number":26,"box":{"x":59,"y":637,"width":185,"height":13}},{"id":"f17a05bb-350b-4a17-b897-2acf73d1453f","block_type":"box","text":"A commodity forward is a customized, non-standardized agreement that obligates one party to","page_number":26,"box":{"x":253,"y":637,"width":668,"height":13}},{"id":"d91e93e8-d441-4cdd-813c-978180f3216f","block_type":"box","text":"buy, and the other party to sell, a specific quantity of an underlying commodity for an agreed-upon price at a future date,","page_number":26,"box":{"x":60,"y":652,"width":846,"height":13}},{"id":"3f64a9d3-d1e1-4388-a50d-654fa8fa96e0","block_type":"box","text":"usually for physical delivery. Commodity forwards that are settled by a cash payment at maturity are referred to as “non","page_number":26,"box":{"x":60,"y":668,"width":840,"height":12}},{"id":"688bc261-afcc-492d-9c90-23f98a98bc42","block_type":"box","text":"deliverable forwards.” Because commodity forwards do not trade on a centralized exchange, they are subject to a higher","page_number":26,"box":{"x":59,"y":683,"width":841,"height":12}},{"id":"5a02de42-912d-4b52-bfcf-6dd6a87448f6","block_type":"box","text":"degree of default risk and, depending upon the underlying commodity, may be less liquid than futures contracts on the same","page_number":26,"box":{"x":59,"y":698,"width":875,"height":12}},{"id":"3683049f-e275-420d-a7ea-95139e352e61","block_type":"box","text":"referenced commodity. In addition, use of commodity forwards creates risk for the Fund because the contracts require the","page_number":26,"box":{"x":60,"y":713,"width":855,"height":12}},{"id":"9c1850c2-885b-4bb6-bccc-79f30e771394","block_type":"box","text":"Fund to take or make delivery of a physical commodity, which involves additional cost as well as delivery risk. Unless the Fund","page_number":26,"box":{"x":60,"y":728,"width":878,"height":12}},{"id":"817b2597-20a7-4477-af80-232ef093f281","block_type":"box","text":"were to close out a contract prior to maturity, any failure of the Fund to comply with the contract delivery obligations at","page_number":26,"box":{"x":59,"y":743,"width":837,"height":12}},{"id":"29947f0a-3f3b-400f-92b8-6f84f5dff98f","block_type":"box","text":"maturity would cause the Fund to default, which could have adverse collateral consequences for investors.","page_number":26,"box":{"x":60,"y":758,"width":745,"height":13}},{"id":"5665254c-f300-4f51-9b4f-a7fa421e50a2","block_type":"box","text":"Commodity-Linked Derivatives Risk.","page_number":26,"box":{"x":59,"y":785,"width":260,"height":12}},{"id":"c3535f0a-a68b-423a-bb08-35149477701c","block_type":"box","text":"The value of a commodity-linked derivative instrument typically is based upon the","page_number":26,"box":{"x":328,"y":785,"width":574,"height":12}},{"id":"14b54493-44cd-42e0-9f4e-c6e4abd79005","block_type":"box","text":"price movements of a commodity or an economic variable linked to such price movements. Therefore, the value of","page_number":26,"box":{"x":59,"y":800,"width":804,"height":12}},{"id":"92eee762-0df5-45f4-ae67-ddf95bccce73","block_type":"box","text":"commodity-linked derivative instruments may be affected by changes in overall economic conditions, in interest rates, or","page_number":26,"box":{"x":59,"y":815,"width":846,"height":12}},{"id":"7a12e906-5ef8-4664-9bfa-d8d89e3ec960","block_type":"box","text":"factors affecting a particular commodity or industry, such as production, disease, climate conditions, supply or demand,","page_number":26,"box":{"x":59,"y":830,"width":839,"height":12}},{"id":"66a3d4dd-e181-42d3-a38d-3b90ca3d6e77","block_type":"box","text":"politics, geopolitics, changes in international balance of payments and trade, currency devaluations and revaluations, market","page_number":26,"box":{"x":59,"y":845,"width":873,"height":13}},{"id":"fad0824e-2ea2-4fb6-ad5f-d19caae4dd4f","block_type":"box","text":"liquidity, and economic and regulatory developments. The prices of commodity-related investments may fluctuate quickly","page_number":26,"box":{"x":60,"y":860,"width":854,"height":13}},{"id":"a4a0061f-3500-4475-8529-290e5f3985d6","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":26,"box":{"x":59,"y":875,"width":873,"height":13}},{"id":"68805fa2-fbca-4e87-85f9-d4a6564d87b9","block_type":"box","text":"9","page_number":26,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"d316c1de-3de8-4d1a-8029-218a24cb048b","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":27,"box":{"x":60,"y":67,"width":857,"height":12}},{"id":"b7c2711f-651e-40b3-ba5b-f88b0a447e0e","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":27,"box":{"x":59,"y":82,"width":827,"height":12}},{"id":"0860a66f-81f6-4e6b-88de-c379f486f0b4","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":27,"box":{"x":59,"y":97,"width":860,"height":12}},{"id":"493a1235-2414-49f5-9efc-868d749ce4db","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":27,"box":{"x":59,"y":112,"width":858,"height":12}},{"id":"8431da14-f423-4aa6-93df-9142bec403f1","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":27,"box":{"x":60,"y":127,"width":834,"height":12}},{"id":"b1942c05-4f04-4c29-b7c9-cbac0a6a701d","block_type":"box","text":"movement in a futures contract may result in immediate and substantial losses to the Fund. Like other leveraged","page_number":27,"box":{"x":60,"y":142,"width":786,"height":13}},{"id":"c9b765ad-2627-4b14-8104-8dbd925a0df0","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":27,"box":{"x":60,"y":157,"width":808,"height":13}},{"id":"7fc1cb81-c965-4204-af19-47dcc79cbb08","block_type":"box","text":"significant negative impact on the Fund.","page_number":27,"box":{"x":59,"y":172,"width":281,"height":13}},{"id":"92d3d42f-7ad4-4855-87b2-97bd26c6e622","block_type":"box","text":"Currency Risk.","page_number":27,"box":{"x":59,"y":199,"width":104,"height":12}},{"id":"548e1df6-7d0c-49c5-9677-fb41a34308a9","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":27,"box":{"x":173,"y":199,"width":757,"height":12}},{"id":"e7e65591-2bd7-4f5e-8475-b8b61e39e7d1","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":27,"box":{"x":59,"y":214,"width":873,"height":12}},{"id":"83b2189e-7b3f-41d7-a6da-c59338b042bf","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":27,"box":{"x":60,"y":229,"width":808,"height":12}},{"id":"5dc087dc-8ef8-4860-9151-bc24fe52d931","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":27,"box":{"x":59,"y":244,"width":861,"height":13}},{"id":"b1236f89-fb54-4908-836f-7b0231dea30c","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":27,"box":{"x":59,"y":259,"width":853,"height":13}},{"id":"b6c0d515-f479-4816-96ef-c6cc271ab744","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":27,"box":{"x":59,"y":274,"width":864,"height":13}},{"id":"6893510a-fd2e-4f8d-bf48-0642b1f4fb04","block_type":"box","text":"U.S. investors, while a weak U.S. dollar will increase those returns.","page_number":27,"box":{"x":60,"y":290,"width":457,"height":11}},{"id":"61f879ee-6e1e-49ae-b441-60dbf363c269","block_type":"box","text":"Foreign exchange transactions involve a significant degree of risk and the markets in which foreign exchange transactions are","page_number":27,"box":{"x":60,"y":316,"width":878,"height":12}},{"id":"9f567247-e2ad-4c3e-b880-5a596b0aa36f","block_type":"box","text":"effected are highly volatile, highly specialized and highly technical. Significant changes, including changes in liquidity and","page_number":27,"box":{"x":59,"y":331,"width":847,"height":13}},{"id":"7c99273f-b74e-45eb-963f-c0f4ca4817b1","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":27,"box":{"x":59,"y":346,"width":846,"height":13}},{"id":"b932ec0f-75e7-4660-99d1-240bb238e486","block_type":"box","text":"transactions at an inappropriate time or judges market conditions, trends or correlations incorrectly, foreign exchange","page_number":27,"box":{"x":59,"y":361,"width":825,"height":13}},{"id":"48666727-1996-49f8-a052-e34e26a0b6f1","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":27,"box":{"x":59,"y":377,"width":842,"height":12}},{"id":"6a897135-8b9a-4573-b62d-dfb80c4aad8e","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":27,"box":{"x":60,"y":392,"width":839,"height":12}},{"id":"596047f4-6e9d-4ae6-b7ca-8c0164589e40","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":27,"box":{"x":59,"y":407,"width":830,"height":12}},{"id":"4a806bdc-a603-47c5-82e4-8aec5c984a1b","block_type":"box","text":"trading commissions, in connection with certain non-U.S. currency transactions.","page_number":27,"box":{"x":59,"y":422,"width":563,"height":12}},{"id":"48885b8d-ca49-4a80-a4d8-f3b7601e0e7f","block_type":"box","text":"Illiquid Investments Risk.","page_number":27,"box":{"x":60,"y":448,"width":178,"height":13}},{"id":"80b2e026-47a4-459d-b6cb-af98f7b6911b","block_type":"box","text":"A Fund may not acquire any illiquid investment if, immediately after the acquisition, the Fund","page_number":27,"box":{"x":247,"y":448,"width":651,"height":13}},{"id":"77ebf629-89bd-4aa8-b0ae-6ce00e1db991","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":27,"box":{"x":59,"y":463,"width":856,"height":13}},{"id":"579df183-df18-47fb-8a0f-990ffc52d5cc","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":27,"box":{"x":60,"y":479,"width":859,"height":12}},{"id":"9943fefd-2078-4d45-8152-5c3e2a4e6cf9","block_type":"box","text":"significantly changing the market value of the investment. The liquidity of an investment will be determined based on","page_number":27,"box":{"x":59,"y":494,"width":820,"height":12}},{"id":"2471f276-c2e3-4325-9d6d-0e0745273849","block_type":"box","text":"relevant market, trading and investment specific considerations as set out in the Liquidity Program as required by the","page_number":27,"box":{"x":60,"y":509,"width":817,"height":12}},{"id":"38535e8c-e393-404d-afd2-8d085955bd78","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":27,"box":{"x":60,"y":524,"width":856,"height":12}},{"id":"195918b0-b5de-4a08-925d-71009b324cd5","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":27,"box":{"x":59,"y":539,"width":858,"height":12}},{"id":"7e31fd76-d99c-43fc-a3a8-fff6795e80f0","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":27,"box":{"x":60,"y":554,"width":790,"height":13}},{"id":"93325398-c89d-4f04-bd34-709a127adca5","block_type":"box","text":"Infectious Illness Risk.","page_number":27,"box":{"x":60,"y":581,"width":158,"height":9}},{"id":"05b58e1b-5383-4d02-b3eb-7708c3f3880a","block_type":"box","text":"A widespread outbreak of an infectious illness, such as the COVID-19 pandemic, may adversely affect","page_number":27,"box":{"x":227,"y":581,"width":708,"height":12}},{"id":"b7d92660-59d1-4bca-bacb-7c81f14cf430","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":27,"box":{"x":59,"y":596,"width":868,"height":12}},{"id":"f8bbaf2b-eb6f-410f-8b25-cbf60d52849b","block_type":"box","text":"cannot be foreseen. An infectious illness outbreak may result in travel restrictions, closed international borders, disruption of","page_number":27,"box":{"x":59,"y":611,"width":872,"height":12}},{"id":"f81bb651-95ef-46db-a0cc-9045807752c5","block_type":"box","text":"healthcare services, prolonged quarantines, cancellations, supply chain disruptions, temporary and permanent business","page_number":27,"box":{"x":60,"y":626,"width":838,"height":12}},{"id":"a67e2959-418a-4caa-b576-9b92b9711720","block_type":"box","text":"closures, lower consumer demand, layoffs, ratings downgrades, credit defaults and other significant economic, social and","page_number":27,"box":{"x":59,"y":641,"width":851,"height":12}},{"id":"d267d0a2-9b4c-429a-80fa-11d562638344","block_type":"box","text":"political impacts, as well as general concern and uncertainty. An outbreak may exacerbate other pre-existing political, social","page_number":27,"box":{"x":59,"y":656,"width":865,"height":13}},{"id":"5434c925-2a32-43eb-a999-97819c9be4d8","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":27,"box":{"x":59,"y":671,"width":864,"height":13}},{"id":"3b89d3cc-a5ab-4b44-b036-3a566654dda7","block_type":"box","text":"could be present for an extended period of time.","page_number":27,"box":{"x":59,"y":686,"width":337,"height":13}},{"id":"285966c5-e595-46c0-8df1-e7097653e8f5","block_type":"box","text":"In addition, markets may experience temporary closures, extreme volatility, severe losses, reduced liquidity and increased","page_number":27,"box":{"x":60,"y":713,"width":845,"height":12}},{"id":"a3f01d00-7522-4b2b-81df-a62bc40d0ca2","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":27,"box":{"x":59,"y":728,"width":856,"height":12}},{"id":"a704a630-bed0-4457-b94b-cd5aea0c7544","block_type":"box","text":"sell securities or other assets. Market or economic disruptions could cause elevated tracking error and increased premiums","page_number":27,"box":{"x":59,"y":743,"width":861,"height":12}},{"id":"f5e22f2b-90da-47be-b312-55b515586a21","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":27,"box":{"x":59,"y":758,"width":854,"height":13}},{"id":"623a8fef-bad0-45aa-9882-070e7edda61a","block_type":"box","text":"service providers, including BFA. Governmental and quasi-governmental may respond to an outbreak and any resulting","page_number":27,"box":{"x":59,"y":773,"width":832,"height":13}},{"id":"4126468e-f768-4889-997a-02df986b6225","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":27,"box":{"x":59,"y":788,"width":820,"height":13}},{"id":"90ad149c-4ead-444c-88b4-7ee70348a4fd","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":27,"box":{"x":59,"y":804,"width":846,"height":12}},{"id":"7e7eb66e-7f32-4237-b6ff-2d6497e9ecd1","block_type":"box","text":"investments.","page_number":27,"box":{"x":60,"y":820,"width":87,"height":8}},{"id":"3f436b27-a05a-4f5d-8aff-c02f4dfa022d","block_type":"box","text":"Money Market Instruments Risk.","page_number":27,"box":{"x":59,"y":845,"width":235,"height":13}},{"id":"9d8e6b8b-7553-4cf3-93dc-1e599ce7e23e","block_type":"box","text":"The value of money market instruments may be affected by changes in interest rates or in","page_number":27,"box":{"x":302,"y":845,"width":629,"height":13}},{"id":"35c07b35-260f-4e29-976c-0d8504c7ca44","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":27,"box":{"x":59,"y":860,"width":843,"height":13}},{"id":"5b641ec5-e2ad-4500-b89a-cd73409c9072","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":27,"box":{"x":60,"y":875,"width":835,"height":13}},{"id":"38a74d29-4300-4fa6-9acb-f13e023b2f29","block_type":"box","text":"10","page_number":27,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"a20196a8-c5e1-4dc9-b618-ccffced8e437","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":28,"box":{"x":60,"y":67,"width":873,"height":12}},{"id":"eaa78c90-d543-42ad-9ba0-db91bffe4ea6","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":28,"box":{"x":59,"y":82,"width":880,"height":12}},{"id":"1c0de84b-8bca-4828-a5a7-6d291ad034d0","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":28,"box":{"x":59,"y":97,"width":708,"height":12}},{"id":"03623150-5678-468d-9a55-1778183b69c0","block_type":"box","text":"Non-U.S. Issuers Risk.","page_number":28,"box":{"x":60,"y":123,"width":156,"height":10}},{"id":"8dbb9ab4-803e-4338-a8b2-1ede52435a8c","block_type":"box","text":"Securities issued by non-U.S. issuers have different risks from securities issued by U.S. issuers. These","page_number":28,"box":{"x":225,"y":123,"width":701,"height":13}},{"id":"fabaad1b-c25f-4a32-977f-6c2b481fcc34","block_type":"box","text":"risks include differences in accounting, auditing and financial reporting standards, the possibility of expropriation or","page_number":28,"box":{"x":60,"y":138,"width":810,"height":13}},{"id":"c21bba60-7d56-4e7d-8b2e-721a3f5c587d","block_type":"box","text":"confiscatory taxation, adverse changes in investment or exchange control regulations, political instability which could affect","page_number":28,"box":{"x":59,"y":154,"width":868,"height":12}},{"id":"ec146975-e130-446e-915c-fb41787a93dd","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":28,"box":{"x":60,"y":169,"width":833,"height":12}},{"id":"ca7461d3-6cb1-405a-b0bb-f22164528e69","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":28,"box":{"x":60,"y":184,"width":862,"height":12}},{"id":"4c1eb9ae-e979-4272-b641-9ce3532c3b8e","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":28,"box":{"x":60,"y":199,"width":827,"height":12}},{"id":"5d89ebe1-839b-400a-a0e3-50734928fef6","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":28,"box":{"x":59,"y":214,"width":873,"height":12}},{"id":"8f479e20-c07b-40a9-8281-88d8f88773e8","block_type":"box","text":"rate of inflation, capital reinvestment, resource self-sufficiency and balance of payment positions. Unfavorable political,","page_number":28,"box":{"x":60,"y":229,"width":829,"height":12}},{"id":"d179b4f1-826c-460c-abc7-3726b0f80f5e","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":28,"box":{"x":59,"y":244,"width":819,"height":13}},{"id":"5ee4b985-6c4b-4bec-a08a-cd2f5298580c","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":28,"box":{"x":60,"y":259,"width":862,"height":13}},{"id":"d712a5b5-1ea4-4e0f-827c-2fb4d933dbc8","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":28,"box":{"x":60,"y":274,"width":830,"height":13}},{"id":"e49be729-7e7b-4cb7-aeac-1e155a1b9fb1","block_type":"box","text":"currency against the U.S. dollar.","page_number":28,"box":{"x":59,"y":290,"width":220,"height":12}},{"id":"e9496eff-d6ee-45e1-90a4-9163fa7c6c14","block_type":"box","text":"Operational and Technology Risks.","page_number":28,"box":{"x":59,"y":316,"width":251,"height":12}},{"id":"cae1e4f2-0d8d-4611-b3ab-f4dc63115a86","block_type":"box","text":"A Fund and the entities with which it interacts directly or indirectly are susceptible to","page_number":28,"box":{"x":318,"y":316,"width":594,"height":12}},{"id":"46254606-2eed-43a0-b310-6ce0da928b6e","block_type":"box","text":"operational and technology risks, including those related to human errors, processing errors, communication errors, systems","page_number":28,"box":{"x":59,"y":331,"width":875,"height":13}},{"id":"4e9f90ec-70b4-4621-af55-edcf644e7b08","block_type":"box","text":"failures, cybersecurity incidents, and the use of artificial intelligence and machine learning (“AI”), which may result in losses","page_number":28,"box":{"x":59,"y":346,"width":864,"height":13}},{"id":"e9c73ad5-8298-4528-b389-24f78df252cf","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":28,"box":{"x":59,"y":361,"width":839,"height":13}},{"id":"0d2a1285-d98c-4202-8ec4-0a8b93552803","block_type":"box","text":"adviser, administrator, distributor, other service providers (e.g., index and benchmark providers, accountants, custodians, and","page_number":28,"box":{"x":59,"y":377,"width":876,"height":12}},{"id":"019b5f84-3c0f-4cd0-95c2-aaca8b502b9d","block_type":"box","text":"transfer agents), financial intermediaries, counterparties, market makers, Authorized Participants, listing exchanges, other","page_number":28,"box":{"x":59,"y":392,"width":853,"height":12}},{"id":"d2dc8d3d-f857-45eb-8eaa-c555ffb64b2b","block_type":"box","text":"financial market operators, and governmental authorities. Operational and technology risks for the issuers in which a Fund","page_number":28,"box":{"x":59,"y":407,"width":859,"height":12}},{"id":"7182cc47-b684-4ffc-8760-1f4a0dae40fe","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":28,"box":{"x":60,"y":422,"width":852,"height":12}},{"id":"2f84ce6d-de1b-4267-b38d-b352867151b6","block_type":"box","text":"issuers to lose value. A Fund may incur substantial costs in order to mitigate operational and technology risks.","page_number":28,"box":{"x":60,"y":437,"width":770,"height":12}},{"id":"ebde4c88-76f5-478f-9796-e1b03f0942b6","block_type":"box","text":"Cybersecurity incidents can result from deliberate attacks or unintentional events against an issuer in which a Fund invests,","page_number":28,"box":{"x":59,"y":463,"width":863,"height":13}},{"id":"ee013c94-4cfc-4ecf-8731-e987745cf406","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":28,"box":{"x":59,"y":479,"width":815,"height":12}},{"id":"43767bb3-f558-4c64-b2ef-7d6bc85f0d97","block_type":"box","text":"misappropriating assets or sensitive information, corrupting or destroying data, and causing operational disruption.","page_number":28,"box":{"x":60,"y":494,"width":807,"height":12}},{"id":"e65dd976-f5cc-4190-af35-6390b09ebe3c","block_type":"box","text":"Geopolitical tension may increase the scale and sophistication of deliberate attacks, particularly those from nation states or","page_number":28,"box":{"x":59,"y":509,"width":863,"height":12}},{"id":"731f277a-ba43-4753-937b-583b6069626a","block_type":"box","text":"from entities with nation state backing. Cybersecurity incidents may result in any of the following: financial losses;","page_number":28,"box":{"x":59,"y":524,"width":798,"height":12}},{"id":"31ef2238-cc04-44d8-9f12-bd7a3ada62ab","block_type":"box","text":"interference with a Fund’s ability to calculate its NAV; disclosure of confidential information; impediments to trading;","page_number":28,"box":{"x":60,"y":539,"width":815,"height":12}},{"id":"4eb39da3-68f3-41ef-bf33-c9a411de2f49","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":28,"box":{"x":59,"y":554,"width":831,"height":13}},{"id":"653c89a9-dbde-4a4e-88e2-cfb6cb528147","block_type":"box","text":"service providers to transact business; violations of applicable privacy and other laws; regulatory fines; penalties; reputational","page_number":28,"box":{"x":59,"y":569,"width":874,"height":13}},{"id":"ff0a2355-bc41-470c-903b-6eb4006d2f29","block_type":"box","text":"damage; reimbursement or other compensation costs; and other legal and compliance expenses. Furthermore, cybersecurity","page_number":28,"box":{"x":59,"y":584,"width":876,"height":13}},{"id":"77159fed-a15f-4d38-9206-6ce895d1a65b","block_type":"box","text":"incidents may render records of a Fund, including records relating to its assets and transactions, shareholder ownership of","page_number":28,"box":{"x":60,"y":600,"width":857,"height":12}},{"id":"647c3014-2aa7-4036-88dd-746a1f31ebfb","block_type":"box","text":"Fund shares, and other data integral to a Fund’s functioning, inaccessible, inaccurate or incomplete. Power outages, natural","page_number":28,"box":{"x":60,"y":615,"width":863,"height":12}},{"id":"cc17418d-96e4-4a94-bd92-1736dd8e898f","block_type":"box","text":"disasters, equipment malfunctions and processing errors that threaten information and technology systems relied upon by a","page_number":28,"box":{"x":59,"y":630,"width":872,"height":12}},{"id":"de52b18c-6d3c-4d9f-bb05-046a93d69adf","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":28,"box":{"x":60,"y":645,"width":849,"height":12}},{"id":"485c42de-a078-425e-86ea-9dd22b920c32","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":28,"box":{"x":60,"y":660,"width":821,"height":12}},{"id":"851a2f88-8b9e-44fd-bdce-babce99dcf60","block_type":"box","text":"learning, include data risk, transparency risk, and operational risk. The AI technologies, which are generally highly reliant on","page_number":28,"box":{"x":60,"y":675,"width":863,"height":12}},{"id":"969067ec-33fb-4653-be3c-e2e3dce46c64","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":28,"box":{"x":59,"y":690,"width":838,"height":13}},{"id":"f292f42e-cba3-49f8-be6c-46df1ccbe58c","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":28,"box":{"x":59,"y":705,"width":847,"height":13}},{"id":"58a59162-cfd9-4151-a94a-8a3bb1b2cf41","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":28,"box":{"x":59,"y":720,"width":875,"height":13}},{"id":"9df5f902-a9df-48cf-8d43-e16e0c8e0385","block_type":"box","text":"and how outputs are generated. AI technologies may also allow the unintended introduction of vulnerabilities into","page_number":28,"box":{"x":59,"y":736,"width":798,"height":12}},{"id":"6712ba68-8bdf-454a-b270-1b51a90cfa7e","block_type":"box","text":"infrastructures and applications. A Fund and its shareholders could be negatively impacted as a result of these risks","page_number":28,"box":{"x":60,"y":751,"width":807,"height":12}},{"id":"496d81b6-666f-4389-8976-28c04f666156","block_type":"box","text":"associated with AI technologies. AI technologies and their current and potential future applications, and the regulatory","page_number":28,"box":{"x":59,"y":766,"width":832,"height":12}},{"id":"f3b507c9-f4e4-4521-ace7-0d4b6868a41d","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":28,"box":{"x":59,"y":781,"width":877,"height":12}},{"id":"b8e799c2-f7b9-48ab-9cf0-ab04bbff25d7","block_type":"box","text":"capabilities or rules and the associated risks to a Fund.","page_number":28,"box":{"x":59,"y":796,"width":381,"height":12}},{"id":"97f98034-9930-470e-aff3-c369c1170b21","block_type":"box","text":"While a Fund’s service providers are required to have appropriate operational, information security and cybersecurity risk","page_number":28,"box":{"x":59,"y":823,"width":846,"height":12}},{"id":"69135355-f772-4fcc-95da-f38680d5fe3c","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":28,"box":{"x":60,"y":838,"width":872,"height":12}},{"id":"ed721720-4010-4cf0-8e2f-3a8e6046fc84","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":28,"box":{"x":59,"y":853,"width":853,"height":12}},{"id":"5e07732e-47dc-4b85-b787-b4f943811c3a","block_type":"box","text":"reduce these risks through controls, procedures and oversight, including establishing business continuity plans and risk","page_number":28,"box":{"x":60,"y":868,"width":836,"height":12}},{"id":"63c4f12d-ca13-4318-b022-f1a1cf22d0ad","block_type":"box","text":"management systems. However, there are inherent limitations in such plans and systems, including the possibility that","page_number":28,"box":{"x":60,"y":883,"width":828,"height":12}},{"id":"0fea37be-be05-4436-9778-66c8e604a9b0","block_type":"box","text":"11","page_number":28,"box":{"x":492,"y":916,"width":12,"height":9}},{"id":"d0f46508-eaf3-41f3-a1ff-e1f867ee2977","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":29,"box":{"x":59,"y":67,"width":862,"height":12}},{"id":"8683d8de-8fcf-447a-a1b1-a6915ef8cdaf","block_type":"box","text":"not completely eliminate the occurrence or mitigate the effects of operational or information security disruptions or failures","page_number":29,"box":{"x":60,"y":82,"width":864,"height":12}},{"id":"9559e56d-45d5-4899-9815-841392c9c91b","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":29,"box":{"x":59,"y":97,"width":824,"height":12}},{"id":"7b0406cb-619a-472b-a74e-aa2d15ced2ba","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":29,"box":{"x":60,"y":112,"width":868,"height":12}},{"id":"0d9b278c-d12b-4322-8825-a1545f2c2c98","block_type":"box","text":"or its service providers, counterparties, and other third parties whose activities affect the Fund.","page_number":29,"box":{"x":59,"y":127,"width":661,"height":12}},{"id":"64637933-1202-455c-aae9-29e5200748d0","block_type":"box","text":"Lastly, the regulatory climate governing cybersecurity and data protection is developing quickly and may vary considerably","page_number":29,"box":{"x":60,"y":154,"width":858,"height":12}},{"id":"a2e62a06-3488-4d59-8082-cd42cc4987de","block_type":"box","text":"across jurisdictions. Regulators continue to develop new rules and standards related to cybersecurity and data protection.","page_number":29,"box":{"x":59,"y":169,"width":852,"height":12}},{"id":"3d2160fe-f56f-4a5a-8b2e-7ef758ec9ff1","block_type":"box","text":"Compliance with evolving regulations can be demanding and costly, requiring substantial resources to monitor and","page_number":29,"box":{"x":59,"y":184,"width":807,"height":12}},{"id":"72d0802d-0ea4-4b8b-aa47-f232c08df6a6","block_type":"box","text":"implement required changes.","page_number":29,"box":{"x":60,"y":199,"width":203,"height":12}},{"id":"6f27c999-939f-465a-8550-cd02ef402ca9","block_type":"box","text":"Reference Rate Replacement Risk.","page_number":29,"box":{"x":60,"y":225,"width":244,"height":13}},{"id":"b4e9583c-428a-496d-bf0d-42c83a1cd2dc","block_type":"box","text":"The Fund may be exposed to financial instruments that recently transitioned from, or","page_number":29,"box":{"x":312,"y":225,"width":598,"height":13}},{"id":"62b7c43c-0461-4d7f-a6c9-3e2d43ed4f1a","block_type":"box","text":"continue to be tied to, the London Interbank Offered Rate (“LIBOR”) to determine payment obligations, financing terms,","page_number":29,"box":{"x":59,"y":240,"width":839,"height":13}},{"id":"e69a8173-5a6a-4f2b-bc44-0d82c9b60a23","block_type":"box","text":"hedging strategies or investment value. The United Kingdom’s Financial Conduct Authority (“FCA”), which regulates LIBOR,","page_number":29,"box":{"x":60,"y":256,"width":863,"height":12}},{"id":"9dc347a0-9d93-410b-a508-c96935f81b6e","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":29,"box":{"x":60,"y":271,"width":835,"height":12}},{"id":"582fcbc9-28c2-4d4f-8b94-1bd113cf7afc","block_type":"box","text":"continue to be published under a synthetic methodology until September 30, 2024 for certain legacy contracts. The Secured","page_number":29,"box":{"x":59,"y":286,"width":869,"height":12}},{"id":"815736b2-7d62-4062-8410-3644fba23f7f","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":29,"box":{"x":59,"y":301,"width":862,"height":12}},{"id":"acd777f7-9c5a-495f-860a-e2abee885691","block_type":"box","text":"Treasury securities in the repurchase agreement market, has been used increasingly on a voluntary basis in new instruments","page_number":29,"box":{"x":59,"y":316,"width":871,"height":12}},{"id":"168bf0e7-95c4-4a74-852d-2d6c74c390a0","block_type":"box","text":"and transactions. Under U.S. regulations that implement a statutory fallback mechanism to replace LIBOR, benchmark rates","page_number":29,"box":{"x":59,"y":331,"width":865,"height":13}},{"id":"f4169454-40ef-4ff1-85d8-8ffc59a06f44","block_type":"box","text":"based on SOFR have replaced LIBOR in different categories of financial contracts.","page_number":29,"box":{"x":60,"y":346,"width":565,"height":13}},{"id":"3d7cdf8a-8333-4798-bd60-4a55ca67d392","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":29,"box":{"x":60,"y":373,"width":841,"height":12}},{"id":"ce53d07b-82a0-472d-ba8f-1ae91585488c","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":29,"box":{"x":60,"y":388,"width":876,"height":12}},{"id":"73a7acfa-31a5-42ff-bed1-dbc7c9e731c9","block_type":"box","text":"methodology, there may be significant uncertainty regarding the effectiveness of any such alternative methodologies to","page_number":29,"box":{"x":60,"y":403,"width":836,"height":12}},{"id":"6d47f749-730d-43d3-81c8-7355843be3b2","block_type":"box","text":"replicate LIBOR. Not all existing LIBOR-based instruments may have alternative rate-setting provisions and there remains","page_number":29,"box":{"x":60,"y":418,"width":843,"height":12}},{"id":"3a3c65e0-6912-425a-b357-10518a731f0e","block_type":"box","text":"uncertainty regarding the willingness and ability of issuers to add alternative rate-setting provisions in certain existing","page_number":29,"box":{"x":60,"y":433,"width":822,"height":13}},{"id":"ae47ba02-b846-4f50-9bbc-f198431ca44d","block_type":"box","text":"instruments. Parties to contracts, securities, or other instruments using LIBOR may disagree on transition rates or the","page_number":29,"box":{"x":60,"y":448,"width":820,"height":13}},{"id":"b04c15e7-32b7-4b29-8591-0935d0ce30e1","block_type":"box","text":"application of transition regulation, potentially resulting in uncertainty of performance and the possibility of litigation. The","page_number":29,"box":{"x":59,"y":463,"width":854,"height":13}},{"id":"6f6388c5-8b2b-470a-919d-c1e14f5a94de","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":29,"box":{"x":60,"y":479,"width":812,"height":12}},{"id":"5f9f7620-d80f-4b9d-a40c-35815892aa52","block_type":"box","text":"Risk of Derivatives.","page_number":29,"box":{"x":60,"y":505,"width":135,"height":10}},{"id":"51452b65-ad32-43a0-b7ac-417c76d9f5ce","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":29,"box":{"x":204,"y":505,"width":700,"height":12}},{"id":"83fd8ad3-c34b-42e8-b685-99034113d98c","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":29,"box":{"x":60,"y":520,"width":877,"height":12}},{"id":"cb5b5835-b650-4396-9b77-159081a6bd44","block_type":"box","text":"such as the S&P 500","page_number":29,"box":{"x":59,"y":535,"width":143,"height":10}},{"id":"473f3dba-873a-4d7d-99ce-2cfd5ec801c2","block_type":"box","text":"®","page_number":29,"box":{"x":203,"y":534,"width":9,"height":6}},{"id":"3bf7a87f-a161-4823-a166-3632be97c907","block_type":"box","text":"or the prime lending rate). The Fund may invest in commodity futures contracts, securities options and","page_number":29,"box":{"x":217,"y":535,"width":721,"height":13}},{"id":"1fd3320a-fe75-4ca8-9e2d-ec0fe9b1410a","block_type":"box","text":"other derivatives. Compared to securities, derivatives can be more sensitive to changes in interest rates or to sudden","page_number":29,"box":{"x":59,"y":550,"width":812,"height":13}},{"id":"1e23a965-9543-4ee7-b1e9-16ab0349661d","block_type":"box","text":"fluctuations in market prices and thus the Fund’s losses may be greater if it invests in derivatives than if it invests only in","page_number":29,"box":{"x":59,"y":566,"width":839,"height":12}},{"id":"adbc625e-7922-424d-91a9-3c69f9681b5a","block_type":"box","text":"conventional securities. Derivatives are also subject to counterparty risk, which is the risk that the other party in the","page_number":29,"box":{"x":59,"y":581,"width":807,"height":12}},{"id":"f4692cb6-56f6-409c-a7b2-12f8c97c58fa","block_type":"box","text":"transaction will not fulfill its contractual obligations. Derivatives generally involve the incurrence of leverage.","page_number":29,"box":{"x":59,"y":596,"width":755,"height":12}},{"id":"fcb53694-f971-4e0e-ab62-2b6f46136559","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":29,"box":{"x":59,"y":622,"width":868,"height":13}},{"id":"1562818e-982e-4e83-bfdf-a0d00448ad8c","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":29,"box":{"x":60,"y":637,"width":856,"height":13}},{"id":"216b5c04-439c-4b4a-a739-2b8a2dd87139","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":29,"box":{"x":59,"y":652,"width":853,"height":13}},{"id":"e5f732e2-98a2-44fa-a74b-a87c3562033e","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":29,"box":{"x":60,"y":668,"width":872,"height":12}},{"id":"7803c0bd-5bc1-4a42-a9b4-2b3bafee748c","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":29,"box":{"x":59,"y":683,"width":847,"height":12}},{"id":"1aca76d8-ce30-4df1-b004-119450740cad","block_type":"box","text":"hedging transactions, which entail additional transaction costs, will be effective.","page_number":29,"box":{"x":60,"y":698,"width":557,"height":12}},{"id":"b2e6dbd6-94f2-4b41-981b-15033c670fea","block_type":"box","text":"Risk of Futures and Options on Futures Transactions.","page_number":29,"box":{"x":60,"y":724,"width":381,"height":13}},{"id":"6d0828db-7e97-4a5a-8592-e96902a24825","block_type":"box","text":"There are several risks accompanying the utilization of futures","page_number":29,"box":{"x":450,"y":724,"width":433,"height":13}},{"id":"6e53c824-64eb-49a3-9ed2-4ba17ba440a5","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":29,"box":{"x":59,"y":739,"width":859,"height":13}},{"id":"b32693e9-9af8-4f47-a19a-c088015e29fc","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":29,"box":{"x":59,"y":754,"width":819,"height":13}},{"id":"29375eb9-84b8-4f99-96f7-cffa0feec229","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":29,"box":{"x":59,"y":770,"width":821,"height":12}},{"id":"ebe224f1-57b9-48c5-bbf0-e1333a72f9e4","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":29,"box":{"x":59,"y":785,"width":868,"height":12}},{"id":"0d873e5c-3186-4237-b551-9415098217e2","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":29,"box":{"x":59,"y":800,"width":822,"height":12}},{"id":"acf1fe1a-9e7f-4522-93b2-b28f69b00088","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":29,"box":{"x":59,"y":815,"width":877,"height":12}},{"id":"b3f57d6e-017a-444c-9ba9-35af581693dd","block_type":"box","text":"may be required to deliver the instruments underlying the futures contracts it has sold.","page_number":29,"box":{"x":60,"y":830,"width":605,"height":12}},{"id":"30396138-d009-4bc0-abe0-cf76fe2765a4","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":29,"box":{"x":59,"y":857,"width":862,"height":12}},{"id":"a7c1f30c-1b75-47be-bcca-a6a7e31f6829","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":29,"box":{"x":59,"y":872,"width":864,"height":12}},{"id":"e816b316-57d6-4f35-8e3c-ea89938c7b1f","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":29,"box":{"x":59,"y":887,"width":851,"height":12}},{"id":"0484eed4-0539-4766-8a48-df9a4b940e25","block_type":"box","text":"12","page_number":29,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"0977489f-8fa7-4870-8e63-da4a2875ca85","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":30,"box":{"x":60,"y":67,"width":842,"height":12}},{"id":"f5c41423-1c95-4eb4-b6b9-0f8ef35ee430","block_type":"box","text":"relative to the size of a required margin deposit.","page_number":30,"box":{"x":60,"y":82,"width":330,"height":12}},{"id":"4d83145b-79fe-4fcb-ba70-b1cfbdf7841e","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":30,"box":{"x":60,"y":108,"width":866,"height":13}},{"id":"975ce0a3-5928-4d5b-813d-c563764ff95d","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":30,"box":{"x":59,"y":123,"width":877,"height":13}},{"id":"afb96655-ac83-4429-b37a-e9efd9a243b0","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":30,"box":{"x":59,"y":138,"width":848,"height":13}},{"id":"01c4946c-1100-42fd-9a2a-8205bd665788","block_type":"box","text":"Because the futures market generally imposes less burdensome margin requirements than the securities market, an","page_number":30,"box":{"x":60,"y":165,"width":809,"height":12}},{"id":"29c9e6ea-7f1b-474a-acba-3f13a7c0387a","block_type":"box","text":"increased amount of participation by speculators in the futures market could result in price fluctuations. Certain financial","page_number":30,"box":{"x":60,"y":180,"width":844,"height":12}},{"id":"735286e0-b9fc-41a6-9edc-f9fad9d3c892","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":30,"box":{"x":59,"y":195,"width":863,"height":12}},{"id":"09c7ff71-c9c3-47b6-b9ac-2a2a3afdf095","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":30,"box":{"x":60,"y":210,"width":815,"height":13}},{"id":"73441e11-fb45-4be4-b892-f97c20cf3495","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":30,"box":{"x":59,"y":225,"width":859,"height":13}},{"id":"81656184-e432-4ed0-b583-2dc428d459be","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":30,"box":{"x":59,"y":240,"width":840,"height":13}},{"id":"baa7b8be-ed89-49bd-878f-0c8a47744b41","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":30,"box":{"x":60,"y":256,"width":869,"height":12}},{"id":"c885934e-4268-44f8-8a53-e187c3643155","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":30,"box":{"x":59,"y":271,"width":870,"height":12}},{"id":"39bd86b4-6e25-4f7b-bea8-64669cfa7e86","block_type":"box","text":"required to make daily cash payments of variation margin.","page_number":30,"box":{"x":60,"y":286,"width":405,"height":12}},{"id":"13510160-accf-4988-a1e2-38ab7c578368","block_type":"box","text":"Risk of Swap Agreements.","page_number":30,"box":{"x":60,"y":312,"width":186,"height":13}},{"id":"ff38856d-2bd6-45dc-9f2c-bc4721d0f777","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":30,"box":{"x":255,"y":312,"width":665,"height":13}},{"id":"2c53f184-943a-4e2e-af08-e4d1616f8cd2","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":30,"box":{"x":60,"y":327,"width":862,"height":13}},{"id":"c6f34d0d-f9a5-4dd8-92e5-403fa7e98285","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":30,"box":{"x":60,"y":343,"width":839,"height":12}},{"id":"6dc25729-7cab-4316-a222-0d02f1b97a44","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":30,"box":{"x":59,"y":358,"width":878,"height":12}},{"id":"3babb7d6-355a-41bc-b8a6-fc4c63c450db","block_type":"box","text":"a creditor (","page_number":30,"box":{"x":59,"y":373,"width":76,"height":12}},{"id":"c76d8580-0eff-4d99-bf4a-ca52107f89fd","block_type":"box","text":"e.g.","page_number":30,"box":{"x":136,"y":376,"width":23,"height":9}},{"id":"8369eed3-c183-4559-b5a3-00f5870850dd","block_type":"box","text":", the Fund may not receive the net amount of payments that it is contractually entitled to receive).","page_number":30,"box":{"x":161,"y":373,"width":684,"height":12}},{"id":"0de5bdbd-d021-4818-a882-db2430ef51c9","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":30,"box":{"x":59,"y":399,"width":863,"height":13}},{"id":"ce15470d-5592-4241-8751-ee55d1261e67","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":30,"box":{"x":60,"y":414,"width":838,"height":13}},{"id":"a56236d7-9fb6-46aa-a518-54d4fa525190","block_type":"box","text":"swaps.","page_number":30,"box":{"x":59,"y":432,"width":47,"height":10}},{"id":"cfc82100-89d8-4072-8c1b-085b7dc6b62b","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":30,"box":{"x":59,"y":456,"width":875,"height":12}},{"id":"ee770687-7823-44c6-aa1d-c322d4cd1f38","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":30,"box":{"x":59,"y":471,"width":847,"height":12}},{"id":"0639ec0e-4279-4c77-8a8b-dce002a7b59a","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":30,"box":{"x":59,"y":486,"width":806,"height":12}},{"id":"23870c1d-eead-437d-9e15-4052bdf2a368","block_type":"box","text":"counterparties to enter into, and the ability of counterparties to hedge the risks of, such contracts.","page_number":30,"box":{"x":59,"y":501,"width":686,"height":13}},{"id":"39a6d35d-4fd1-4b5d-899e-4c35816ef9d4","block_type":"box","text":"U.S. Treasury Obligations Risk.","page_number":30,"box":{"x":60,"y":528,"width":218,"height":12}},{"id":"8db47bb6-5c14-47a2-b6c5-686c9322680d","block_type":"box","text":"U.S. Treasury obligations may differ from other securities in their interest rates, maturities,","page_number":30,"box":{"x":288,"y":528,"width":628,"height":12}},{"id":"7dfc8c43-994e-42f5-9019-ed2425b5a2f5","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":30,"box":{"x":59,"y":543,"width":868,"height":12}},{"id":"41043ed8-e600-4e68-a5c7-11c3dca31104","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":30,"box":{"x":60,"y":558,"width":863,"height":12}},{"id":"a4bbd93e-5727-4447-8e67-7a6967fa977f","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":30,"box":{"x":60,"y":573,"width":855,"height":12}},{"id":"f3db0a2f-7f8b-4bd8-a261-9163db9b8f74","block_type":"box","text":"obligations to decline. Because U.S. government debt obligations are often used as a benchmark for other borrowing","page_number":30,"box":{"x":59,"y":588,"width":816,"height":13}},{"id":"eb901aa1-97cf-495a-b0b1-9340f580088e","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":30,"box":{"x":59,"y":603,"width":828,"height":13}},{"id":"718ee001-c538-45f9-8153-fdc7156d2fce","block_type":"box","text":"international bond markets and have a substantial adverse effect on the U.S. and global economy.","page_number":30,"box":{"x":60,"y":618,"width":680,"height":13}},{"id":"15b87b6f-33e4-4e2e-927d-1cb22e3860c0","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":30,"box":{"x":59,"y":645,"width":845,"height":12}},{"id":"8c9b2c06-0200-4d2a-91e7-ddc0d173e0ff","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":30,"box":{"x":60,"y":660,"width":868,"height":12}},{"id":"5182f9d2-503a-48b7-8669-615be379c95c","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":30,"box":{"x":59,"y":675,"width":834,"height":12}},{"id":"e5289d36-5c4e-450e-9818-c44422d810a4","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":30,"box":{"x":59,"y":690,"width":863,"height":13}},{"id":"5fc484fa-a4df-45f3-8025-85fd8b9d7f0c","block_type":"box","text":"thus increasing inflationary pressures, particularly with respect to services outsourced to non-U.S. providers and imported","page_number":30,"box":{"x":59,"y":705,"width":853,"height":13}},{"id":"53437e83-e3be-4b33-92c0-b99f0a14571b","block_type":"box","text":"goods and constrain or prevent the U.S. government from implementing effective countercyclical fiscal policy in economic","page_number":30,"box":{"x":59,"y":720,"width":855,"height":13}},{"id":"17be9731-cca0-4ed0-9f36-20b3841437cf","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":30,"box":{"x":59,"y":736,"width":854,"height":12}},{"id":"24956c8e-e2df-4267-a7e9-b14e3b401d2d","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":30,"box":{"x":60,"y":751,"width":791,"height":12}},{"id":"550523d0-3ead-4f59-9b0c-7339ac8a6d13","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":30,"box":{"x":59,"y":766,"width":864,"height":12}},{"id":"0f4837a1-c537-4174-bdf5-288817e42f00","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":30,"box":{"x":59,"y":781,"width":827,"height":12}},{"id":"4f89eb79-e9e7-4007-b9fc-7c127abd34fd","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":30,"box":{"x":60,"y":796,"width":864,"height":12}},{"id":"e99d3541-23c4-4e45-8485-578ae27676f1","block_type":"box","text":"U.S. economy and the global financial system.","page_number":30,"box":{"x":60,"y":811,"width":319,"height":13}},{"id":"a691d65e-9fd8-459f-b212-be5e2077e14f","block_type":"box","text":"Valuation Risk.","page_number":30,"box":{"x":59,"y":838,"width":106,"height":9}},{"id":"64804765-a2d4-431a-8ac2-37370ac110c8","block_type":"box","text":"In certain circumstances, the Fund’s securities may be valued using techniques other than market","page_number":30,"box":{"x":175,"y":838,"width":684,"height":12}},{"id":"3ecc86a2-adfd-4730-a864-1f62ae80ff2b","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":30,"box":{"x":59,"y":853,"width":860,"height":12}},{"id":"b529abf1-1498-4ef5-af55-761c8265fea8","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":30,"box":{"x":60,"y":868,"width":856,"height":12}},{"id":"25b9c84d-7f81-47ad-9424-9655f3019bc2","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":30,"box":{"x":60,"y":883,"width":867,"height":12}},{"id":"077a43ed-09a1-431f-8d55-8cdc0da4d3b8","block_type":"box","text":"13","page_number":30,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"86c3b4d5-f7ec-4067-9a0a-787590e97b03","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":31,"box":{"x":60,"y":67,"width":840,"height":12}},{"id":"6417d360-ac4a-4c56-aee9-22089a5f6761","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":31,"box":{"x":59,"y":82,"width":856,"height":12}},{"id":"f00135f9-4b49-4a0d-8003-ed5f6763ff70","block_type":"box","text":"less than its established value.","page_number":31,"box":{"x":60,"y":97,"width":209,"height":10}},{"id":"7acf3cdb-493c-4f34-9781-bb1596fdd435","block_type":"box","text":"Risk of Investing in Developed Countries.","page_number":31,"box":{"x":60,"y":123,"width":294,"height":13}},{"id":"d6d07020-38fa-4544-a3fa-1086f992985d","block_type":"box","text":"Many countries with developed markets have recently experienced significant","page_number":31,"box":{"x":364,"y":123,"width":544,"height":13}},{"id":"082409f8-5dfa-47f9-aa83-7c5ed8aad380","block_type":"box","text":"economic pressures. These countries generally tend to rely on the services sectors (","page_number":31,"box":{"x":59,"y":138,"width":585,"height":13}},{"id":"650ac90f-9ba3-4ce9-8fd7-6ab564e0acb7","block_type":"box","text":"e.g.","page_number":31,"box":{"x":646,"y":141,"width":22,"height":10}},{"id":"0d3e93b8-2d33-4b3c-81b4-ca72a191ab46","block_type":"box","text":", the financial services sector) as the","page_number":31,"box":{"x":670,"y":138,"width":253,"height":13}},{"id":"52a596ac-9bdb-4872-bf5a-8d2528511f84","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":31,"box":{"x":59,"y":154,"width":879,"height":12}},{"id":"c6475a2b-20cc-4a44-b5fa-4d358b8c37da","block_type":"box","text":"in the financial services sector are subject to governmental regulation and, recently, government intervention, which may","page_number":31,"box":{"x":60,"y":169,"width":846,"height":12}},{"id":"897fedc9-f27b-4a7a-a3f6-169b7917977a","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":31,"box":{"x":59,"y":184,"width":798,"height":12}},{"id":"22ca6e17-71da-40cb-8f57-3fe91cf83248","block_type":"box","text":"Dislocations in the financial sector and perceived or actual governmental influence over certain financial companies may lead","page_number":31,"box":{"x":60,"y":199,"width":876,"height":12}},{"id":"b5b2fed7-00df-46ba-b861-6a2a4ce816fb","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":31,"box":{"x":59,"y":214,"width":848,"height":12}},{"id":"bbcd5704-a2fd-4100-b9bc-b4422a664e15","block_type":"box","text":"companies experience a prolonged decline in revenue growth, certain developed countries that rely heavily on financial","page_number":31,"box":{"x":59,"y":229,"width":832,"height":12}},{"id":"13901e88-6150-4be5-b76d-5e3e6b9fa8d8","block_type":"box","text":"companies as an economic driver may experience a correlative slowdown. Concerns have emerged with respect to the","page_number":31,"box":{"x":59,"y":244,"width":829,"height":13}},{"id":"c59d949e-7bd8-4450-8996-9e7f225c6da7","block_type":"box","text":"economic health of certain developed countries. These concerns primarily stem from heavy indebtedness of many developed","page_number":31,"box":{"x":59,"y":259,"width":876,"height":13}},{"id":"df2cc210-9a8b-46a0-8633-99ccb71858ca","block_type":"box","text":"countries and their perceived inability to continue to service high debt loads without simultaneously implementing stringent","page_number":31,"box":{"x":59,"y":274,"width":870,"height":13}},{"id":"2c010542-4f06-44c0-bea1-cea40892bd47","block_type":"box","text":"austerity measures. Such concerns have led to tremendous downward pressure on the economies of these countries. As a","page_number":31,"box":{"x":59,"y":290,"width":855,"height":12}},{"id":"5da0f1b5-d73f-4609-bca7-12a01e43aff3","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":31,"box":{"x":60,"y":305,"width":864,"height":12}},{"id":"b897fada-9b48-4914-bbf0-e5a06410480c","block_type":"box","text":"countries to service such debt. Spending on health care and retirement pensions in most developed countries has risen","page_number":31,"box":{"x":59,"y":320,"width":833,"height":12}},{"id":"a0a4f4b0-f320-4551-97a0-2d40470093a3","block_type":"box","text":"dramatically. Medical innovation, extended life expectancy and higher public expectations are likely to continue the increase","page_number":31,"box":{"x":59,"y":335,"width":867,"height":12}},{"id":"2bbdf9de-93ec-4a92-bb23-bbf3bb68083b","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":31,"box":{"x":60,"y":350,"width":834,"height":12}},{"id":"b354db7f-6797-4c4a-8822-bbba068a0ccd","block_type":"box","text":"economic growth of many developed countries. Certain developed countries rely on imports of certain key items, such as","page_number":31,"box":{"x":59,"y":365,"width":848,"height":13}},{"id":"54845d2c-4362-4fa3-8ab4-31b433c87257","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":31,"box":{"x":59,"y":380,"width":812,"height":13}},{"id":"906a3849-e3ba-4336-b258-97772f07e3f8","block_type":"box","text":"commodities may negatively affect developed country economies. Developed market countries generally are dependent on","page_number":31,"box":{"x":59,"y":395,"width":861,"height":13}},{"id":"e8d752d7-e975-4561-87da-eb62a8be3b88","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":31,"box":{"x":59,"y":411,"width":819,"height":12}},{"id":"285d6516-4f0c-4141-9a58-37c9cfc9ebcd","block_type":"box","text":"developed countries. In addition, heavy regulation of, among others, labor and product markets may have an adverse effect","page_number":31,"box":{"x":59,"y":426,"width":862,"height":12}},{"id":"6f243172-8daa-4556-940b-f16905bb9a8a","block_type":"box","text":"on certain issuers. Such regulations may negatively affect economic growth or cause prolonged periods of recession. Such","page_number":31,"box":{"x":59,"y":441,"width":856,"height":12}},{"id":"0d7ca63d-838f-4d85-a14a-165d7b9f9c36","block_type":"box","text":"risks, among others, may adversely affect the value of the Fund’s investments.","page_number":31,"box":{"x":60,"y":456,"width":545,"height":12}},{"id":"33975b65-c979-42ce-8f62-59bdb148bdb2","block_type":"box","text":"Risk of Investing in Europe.","page_number":31,"box":{"x":60,"y":482,"width":194,"height":13}},{"id":"07c5492f-76ae-4d02-9889-e2f14b80d188","block_type":"box","text":"Investing in European countries exposes the Fund to the economic and political risks associated","page_number":31,"box":{"x":264,"y":482,"width":671,"height":13}},{"id":"dde92542-e57f-4086-9a0c-9a642280d72e","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":31,"box":{"x":59,"y":497,"width":837,"height":13}},{"id":"f6bff733-2555-4495-ba68-60b214bcea93","block_type":"box","text":"countries are often closely connected and interdependent, and events in one European country can have an adverse impact","page_number":31,"box":{"x":59,"y":513,"width":865,"height":12}},{"id":"3f01bf24-3b15-43ba-b870-282f42f588d6","block_type":"box","text":"on other European countries. The Fund makes investments in securities of issuers that are domiciled in, have significant","page_number":31,"box":{"x":59,"y":528,"width":838,"height":12}},{"id":"141b7a82-0322-4e9e-a104-128d56665be7","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":31,"box":{"x":59,"y":543,"width":878,"height":12}},{"id":"741b8dbc-3913-4d9e-9490-2c8bf594c949","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":31,"box":{"x":60,"y":558,"width":824,"height":12}},{"id":"75112335-ade6-4048-bc7f-cee998e462f4","block_type":"box","text":"adopted the euro as their currency. Eurozone membership requires member states to comply with restrictions on inflation","page_number":31,"box":{"x":59,"y":573,"width":852,"height":12}},{"id":"7ed30dbc-4c49-41b8-a26d-9018ce6db39f","block_type":"box","text":"rates, deficits, interest rates, debt levels and fiscal and monetary controls, each of which may significantly affect every","page_number":31,"box":{"x":60,"y":588,"width":822,"height":13}},{"id":"e88d7f32-6243-4531-b54f-ac6654851873","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":31,"box":{"x":59,"y":603,"width":858,"height":13}},{"id":"8d76b76f-3b9e-4d83-845c-57c41f38babd","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":31,"box":{"x":59,"y":618,"width":873,"height":13}},{"id":"f2aad6b1-257c-4129-bb84-01a3493acc17","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":31,"box":{"x":59,"y":634,"width":835,"height":12}},{"id":"eef676f7-d635-42b2-b9e6-445f682f2efd","block_type":"box","text":"significant adverse effect on the economies of other EU member states and their trading partners. Although certain European","page_number":31,"box":{"x":59,"y":649,"width":877,"height":12}},{"id":"fe303ae8-f3ab-4f21-87a2-0721eccdda59","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":31,"box":{"x":59,"y":664,"width":803,"height":12}},{"id":"4c6ca52d-ae42-49cf-8156-f6b90a34ddc6","block_type":"box","text":"Consequently, these countries must comply with many of the restrictions noted above. The European financial markets have","page_number":31,"box":{"x":59,"y":690,"width":870,"height":13}},{"id":"03c89602-8bd2-4964-8cfc-321a87d261eb","block_type":"box","text":"experienced volatility and adverse trends due to concerns about economic downturns, government debt levels and the","page_number":31,"box":{"x":59,"y":705,"width":832,"height":13}},{"id":"42253ebc-9397-4468-9a8a-f63d0a041987","block_type":"box","text":"possible default of government debt in several European countries, including, but not limited to, Austria, Belgium, Cyprus,","page_number":31,"box":{"x":59,"y":720,"width":851,"height":13}},{"id":"5ac064d7-8b6d-4d05-9731-3cb64b7c378a","block_type":"box","text":"France, Greece, Ireland, Italy, Portugal, Spain and Ukraine. In order to prevent further economic deterioration, certain","page_number":31,"box":{"x":60,"y":736,"width":812,"height":12}},{"id":"bf5b10ed-a056-4b11-8877-e3485ca0eec7","block_type":"box","text":"countries, without prior warning, can institute “capital controls.” Countries may use these controls to restrict volatile","page_number":31,"box":{"x":59,"y":751,"width":814,"height":12}},{"id":"56ff749f-8480-43b8-b361-f6c2f9c1343c","block_type":"box","text":"movements of capital entering and exiting their country. Such controls may negatively affect the Fund’s investments. A","page_number":31,"box":{"x":60,"y":766,"width":832,"height":12}},{"id":"32cd22f7-222d-4aae-b606-d22404d3510b","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":31,"box":{"x":59,"y":781,"width":859,"height":12}},{"id":"8e52a8cd-6f3e-46cb-a661-2737586de9c4","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":31,"box":{"x":59,"y":796,"width":839,"height":12}},{"id":"59b4565a-7406-40d9-8d92-831af66beb68","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":31,"box":{"x":59,"y":811,"width":879,"height":13}},{"id":"0ffb3524-0004-421e-9d0f-6c810a28ed45","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":31,"box":{"x":59,"y":826,"width":862,"height":13}},{"id":"f155a0b4-f9b1-451b-a400-c5c909dcc7c8","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":31,"box":{"x":60,"y":841,"width":844,"height":13}},{"id":"0ba30370-b78d-4c4c-9175-c9d43911a25c","block_type":"box","text":"European governments, central banks and others, including austerity measures and reforms, may not produce the desired","page_number":31,"box":{"x":60,"y":857,"width":853,"height":12}},{"id":"ecf535d9-560f-440a-b335-02cf927aa23e","block_type":"box","text":"results, may result in social unrest and may limit future growth and economic recovery or have other unintended","page_number":31,"box":{"x":60,"y":872,"width":787,"height":12}},{"id":"8f1063ef-5d21-469a-9cdc-0c2e215a9f77","block_type":"box","text":"consequences. Further defaults or restructurings by governments and other entities of their debt could have additional","page_number":31,"box":{"x":59,"y":887,"width":830,"height":12}},{"id":"9b853f27-a189-407d-9211-7e25aede78e5","block_type":"box","text":"14","page_number":31,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"9b793b48-c9d1-48fd-b48a-9049696dbf76","block_type":"box","text":"adverse effects on economies, financial markets and asset valuations around the world. In addition, one or more countries","page_number":32,"box":{"x":59,"y":67,"width":855,"height":11}},{"id":"6eb31814-ef3f-45ee-80f8-e1bfc64abf10","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":32,"box":{"x":60,"y":82,"width":842,"height":12}},{"id":"247a54bd-c50e-4ce3-86a6-afe6928fbd10","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":32,"box":{"x":59,"y":97,"width":875,"height":12}},{"id":"d722df90-015d-41b7-b984-7604ef79a5eb","block_type":"box","text":"in the region.","page_number":32,"box":{"x":60,"y":112,"width":90,"height":12}},{"id":"bff1fb44-7ce4-472a-9d58-d2f4c9364a0d","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":32,"box":{"x":59,"y":138,"width":812,"height":13}},{"id":"6e283bd9-0528-499b-b107-3d1023020b10","block_type":"box","text":"worldwide political, regulatory, economic or market conditions and could contribute to instability in global political","page_number":32,"box":{"x":59,"y":154,"width":802,"height":12}},{"id":"4d1b2941-7bd3-467d-9621-c981ee2b8b7d","block_type":"box","text":"institutions, regulatory agencies and financial markets.","page_number":32,"box":{"x":60,"y":169,"width":381,"height":12}},{"id":"52ecff1e-28fd-4ef3-98b7-5f7f399f74a5","block_type":"box","text":"Certain European countries have also developed increasingly strained relationships with the U.S., and if these relations were","page_number":32,"box":{"x":59,"y":195,"width":864,"height":12}},{"id":"583c518a-b3e8-46c8-b34b-cd5d925c932e","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":32,"box":{"x":59,"y":210,"width":849,"height":13}},{"id":"e16c4e49-c372-4e1b-8545-379694c84801","block_type":"box","text":"Europe have been unpredictable and subject to influence by disruptive political groups and ideologies, including for example,","page_number":32,"box":{"x":60,"y":225,"width":872,"height":13}},{"id":"7a27d7f4-31a1-4258-8018-2acb76f1cf46","block_type":"box","text":"secessionist movements. The governments of European countries may be subject to change and such countries may","page_number":32,"box":{"x":59,"y":240,"width":819,"height":13}},{"id":"2742afc7-c5a4-4a3f-bb98-8f7560206bd0","block_type":"box","text":"experience social and political unrest. Unanticipated or sudden political or social developments may result in sudden and","page_number":32,"box":{"x":59,"y":256,"width":845,"height":12}},{"id":"44088e67-67b7-434b-973d-77d3d3be24ba","block_type":"box","text":"significant investment losses. The occurrence of terrorist incidents throughout Europe or war in the region also could impact","page_number":32,"box":{"x":59,"y":271,"width":873,"height":12}},{"id":"7fa2748a-185f-4099-9846-eef30a876fad","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":32,"box":{"x":59,"y":286,"width":875,"height":12}},{"id":"82bfd4d8-526b-4c37-90d2-eb6f84cce866","block_type":"box","text":"the value and liquidity of the Fund’s investments.","page_number":32,"box":{"x":59,"y":301,"width":342,"height":12}},{"id":"44f7c2c7-739e-4521-8461-405bcceb46f1","block_type":"box","text":"Russian Invasion of Ukraine","page_number":32,"box":{"x":59,"y":327,"width":191,"height":12}},{"id":"a1d1bd44-a53a-4edd-8ad5-1b446b0022e8","block_type":"box","text":". Russia launched a large-scale invasion of Ukraine on February 24, 2022. The extent and duration","page_number":32,"box":{"x":251,"y":327,"width":681,"height":13}},{"id":"3587c5b1-aea8-41e2-8d69-626af9854faa","block_type":"box","text":"of the military action, resulting sanctions and resulting future market disruptions, including declines in its stock markets and","page_number":32,"box":{"x":59,"y":343,"width":870,"height":12}},{"id":"e485c5c2-9867-4ff5-9854-b42be440d56f","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":32,"box":{"x":59,"y":358,"width":879,"height":12}},{"id":"984cbff7-7d9f-4323-bc2e-ec194259538c","block_type":"box","text":"military action or other actions (including cyberattacks and espionage) or resulting actual and threatened responses to such","page_number":32,"box":{"x":60,"y":373,"width":869,"height":12}},{"id":"a9ef9b13-f71b-4761-98bb-372e80d6d7fc","block_type":"box","text":"activity, including purchasing and financing restrictions, boycotts or changes in consumer or purchaser preferences,","page_number":32,"box":{"x":59,"y":388,"width":811,"height":12}},{"id":"823df962-84af-4cda-9e3a-ace20d385ad3","block_type":"box","text":"sanctions, import and export restrictions, tariffs or cyberattacks on the Russian government, Russian companies or Russian","page_number":32,"box":{"x":59,"y":403,"width":863,"height":12}},{"id":"54ac6452-4481-45c0-8032-db57d0a10544","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":32,"box":{"x":60,"y":418,"width":877,"height":12}},{"id":"02b6ec6e-93ad-4353-ba90-483b6e557ec1","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":32,"box":{"x":59,"y":433,"width":879,"height":13}},{"id":"1beb0fc3-7b50-4ee3-8e8e-0c0e1ad30fbc","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":32,"box":{"x":59,"y":448,"width":858,"height":13}},{"id":"102a8bd2-8a58-4859-b2e9-263cc603ea5f","block_type":"box","text":"have collateral impacts on such sectors across Europe and globally.","page_number":32,"box":{"x":60,"y":463,"width":467,"height":13}},{"id":"6efaa596-7d03-4a9a-8f43-ef8b749c8456","block_type":"box","text":"Risk of Investing in the Energy Sector.","page_number":32,"box":{"x":60,"y":490,"width":270,"height":12}},{"id":"469b4f93-3dc0-4bd0-90aa-4cdd005511fb","block_type":"box","text":"The energy sector is strongly affected by the levels and volatility of global energy","page_number":32,"box":{"x":339,"y":490,"width":563,"height":12}},{"id":"9c21c224-ce7d-480d-9ed3-75aef551df03","block_type":"box","text":"prices, energy supply and demand, government regulations and policies, energy production and conservation efforts,","page_number":32,"box":{"x":59,"y":505,"width":819,"height":12}},{"id":"56828bf5-7380-48f8-bd38-fb208d7f842b","block_type":"box","text":"technological change, development of alternative energy sources, and other factors that they cannot control. These","page_number":32,"box":{"x":59,"y":520,"width":810,"height":12}},{"id":"f97c6a46-b28d-4bad-aed1-c22f18c18e98","block_type":"box","text":"companies may also lack resources and have limited business lines.The energy sector is cyclical and is highly dependent on","page_number":32,"box":{"x":59,"y":535,"width":862,"height":13}},{"id":"0b757e79-9cbb-4748-b2b2-8b300a755108","block_type":"box","text":"commodity prices; prices and supplies of energy may fluctuate significantly over short and long periods of time due to,","page_number":32,"box":{"x":59,"y":550,"width":831,"height":13}},{"id":"7ff976fe-b51a-4e82-95d1-83e77cc949ad","block_type":"box","text":"among other things, national and international political changes, Organization of Petroleum Exporting Countries (“OPEC”)","page_number":32,"box":{"x":59,"y":566,"width":856,"height":12}},{"id":"07496d31-c6cb-41c8-93c7-1769b14ef495","block_type":"box","text":"policies, changes in relationships among OPEC members and between OPEC and oil-importing nations, the regulatory","page_number":32,"box":{"x":59,"y":581,"width":827,"height":12}},{"id":"58db276a-1135-4bbc-96f4-5d78c607c347","block_type":"box","text":"environment, taxation policies, and the economy of the key energy-consuming countries. Commodity prices have recently","page_number":32,"box":{"x":59,"y":596,"width":856,"height":12}},{"id":"94a37b05-24da-40bd-bb37-1d51e8529550","block_type":"box","text":"been subject to increased volatility and declines, which may negatively affect energy-related commodities in which the Fund","page_number":32,"box":{"x":60,"y":611,"width":869,"height":12}},{"id":"e59043b6-6d62-49b4-9e38-b2b951a64222","block_type":"box","text":"invests. For example, in the context of the COVID-19 outbreak and disputes among oil-producing countries regarding","page_number":32,"box":{"x":60,"y":626,"width":819,"height":12}},{"id":"4366a663-fb8b-4c36-b5c5-2e95ce66f428","block_type":"box","text":"potential limits on the production of crude oil, the energy sector has experienced increased volatility. In particular, significant","page_number":32,"box":{"x":59,"y":641,"width":871,"height":12}},{"id":"670e2a6d-e44b-44bd-a9af-ad7e05243da9","block_type":"box","text":"market volatility occurred in the crude oil markets as well as the oil futures markets, which resulted in the market price of the","page_number":32,"box":{"x":60,"y":656,"width":873,"height":13}},{"id":"d506c86e-50f2-432e-88a7-b250484312dd","block_type":"box","text":"front month futures contract falling below zero for a period of time.","page_number":32,"box":{"x":59,"y":671,"width":470,"height":13}},{"id":"74050207-cb81-43cf-bff6-ac1f31c400e1","block_type":"box","text":"The value of securities in the energy sector and energy-related commodities may be adversely affected by terrorism, natural","page_number":32,"box":{"x":59,"y":698,"width":865,"height":12}},{"id":"e10c69be-b2db-4128-ae09-e232bfd8b587","block_type":"box","text":"disasters or other catastrophes. Disruptions in the oil industry or shifts in fuel consumption may significantly impact","page_number":32,"box":{"x":59,"y":713,"width":814,"height":12}},{"id":"e18061ad-418b-44cb-8a27-19d8fd93f958","block_type":"box","text":"companies in this sector. Significant oil and gas deposits are located in emerging markets countries where corruption and","page_number":32,"box":{"x":59,"y":728,"width":851,"height":12}},{"id":"35a36898-d509-4c9f-8af6-cf0fa6bb4b2b","block_type":"box","text":"security may raise significant risks, in addition to the other risks of investing in emerging markets. Additionally, the Middle","page_number":32,"box":{"x":59,"y":743,"width":853,"height":12}},{"id":"7598a5be-48d9-4eab-ae2d-dcda4bf6df74","block_type":"box","text":"East, where much of the energy sector operates, has historically and recently experienced widespread social unrest. The","page_number":32,"box":{"x":60,"y":758,"width":839,"height":13}},{"id":"a8071584-283d-4ebf-ae2f-e316ebbc1d13","block_type":"box","text":"energy sector is highly regulated. Entities operating in the energy sector are subject to significant regulation of nearly every","page_number":32,"box":{"x":59,"y":773,"width":861,"height":13}},{"id":"d62e5fcd-bc2e-430e-9439-e13720108057","block_type":"box","text":"aspect of their operations by governmental agencies. Such regulation can change rapidly or over time in both scope and","page_number":32,"box":{"x":59,"y":788,"width":841,"height":13}},{"id":"13fd5c3a-9c43-48ed-be3e-7566347d883e","block_type":"box","text":"intensity. Stricter laws, regulations or enforcement policies could be enacted in the future which would likely increase","page_number":32,"box":{"x":60,"y":804,"width":818,"height":12}},{"id":"068101e5-3072-4b25-b0e5-b380f06c4e7c","block_type":"box","text":"compliance costs and may materially adversely affect the financial performance of companies in the energy sector and","page_number":32,"box":{"x":59,"y":819,"width":831,"height":12}},{"id":"cd3af14f-52e9-4b0d-a494-95b36a485849","block_type":"box","text":"energy-related commodities.","page_number":32,"box":{"x":59,"y":834,"width":201,"height":12}},{"id":"a4a1d558-aae7-41fc-8b9b-fa6edc4a7817","block_type":"box","text":"15","page_number":32,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"d620862a-11dd-4187-a55a-c5b964c40a97","block_type":"box","text":"Risk of Investing in Gold.","page_number":33,"box":{"x":60,"y":67,"width":177,"height":12}},{"id":"823eafe9-b8f0-4d24-bad9-378acca998e5","block_type":"box","text":"The Fund’s portfolio may be adversely affected by changes or trends in the price of gold. Exposure","page_number":33,"box":{"x":245,"y":67,"width":687,"height":12}},{"id":"b88aa474-d240-4643-8b92-1f8bf064bc0a","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":33,"box":{"x":59,"y":82,"width":867,"height":12}},{"id":"c94f52a2-a4da-4a82-89f3-750b5ec13533","block_type":"box","text":"of gold-related instruments historically has been volatile. Similar future market conditions may result in rapid and substantial","page_number":33,"box":{"x":59,"y":97,"width":873,"height":12}},{"id":"a017a2db-9f84-48b2-bc2e-d6ac79caed89","block_type":"box","text":"valuation increases or decreases in the Fund’s holdings.","page_number":33,"box":{"x":59,"y":112,"width":388,"height":12}},{"id":"83479ca6-7055-4f54-89e0-98a7340e83fd","block_type":"box","text":"Factors that may cause a change in the price of gold, include, among other things:","page_number":33,"box":{"x":60,"y":138,"width":575,"height":13}},{"id":"ba4f6177-6e97-45fd-8a62-fa369397b1eb","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":33,"box":{"x":59,"y":159,"width":846,"height":12}},{"id":"d4f09eed-cfaf-4206-991b-c8c7993ceb5c","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":33,"box":{"x":92,"y":174,"width":838,"height":12}},{"id":"7a35b70a-8d14-4345-8573-a586b9578490","block_type":"box","text":"the price of gold higher. 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shares of an underlying fund as necessary to","page_number":34,"box":{"x":92,"y":791,"width":786,"height":12}},{"id":"0c3f8ddf-229b-4b39-8c48-c89f9cebd745","block_type":"box","text":"manage the fund’s investment objective and strategy.","page_number":34,"box":{"x":92,"y":806,"width":373,"height":12}},{"id":"b09c7f49-d0ea-4d31-8be3-cd941d5ef52a","block_type":"box","text":"•","page_number":34,"box":{"x":59,"y":830,"width":4,"height":3}},{"id":"37a911c5-d9ca-4ff4-aaf8-81b13f793504","block_type":"box","text":"Communication of Other Information:","page_number":34,"box":{"x":92,"y":826,"width":274,"height":10}},{"id":"2b801892-55e9-46ff-9575-5b11413de111","block_type":"box","text":"Certain explanatory information regarding the Files is released to Authorized","page_number":34,"box":{"x":371,"y":826,"width":534,"height":13}},{"id":"e5dcef3f-f932-4484-8865-2276796773ab","block_type":"box","text":"Participants and liquidity providers on a daily basis, but is only done so after the Files are posted to www.iShares.com.","page_number":34,"box":{"x":92,"y":841,"width":822,"height":13}},{"id":"489b1393-332f-46be-b1d5-e22d054e209c","block_type":"box","text":"•","page_number":34,"box":{"x":59,"y":865,"width":4,"height":3}},{"id":"156572db-b913-4d49-a16f-27387571135a","block_type":"box","text":"Third-Party Service Providers:","page_number":34,"box":{"x":91,"y":862,"width":215,"height":12}},{"id":"8d084c71-2cf3-45cc-a771-f96e6f2e516e","block_type":"box","text":"Certain portfolio holdings information may be disclosed to Fund Trustees and their","page_number":34,"box":{"x":312,"y":862,"width":579,"height":12}},{"id":"96f571e5-834e-41a0-8e3a-4eaf7d8b9202","block_type":"box","text":"counsel, outside counsel for the Fund, auditors and to certain third-party service providers (","page_number":34,"box":{"x":92,"y":877,"width":641,"height":12}},{"id":"1ae9ecd2-1304-4f88-8197-184553137356","block_type":"box","text":"i.e.","page_number":34,"box":{"x":735,"y":878,"width":17,"height":8}},{"id":"01b2c3d4-5938-4c2f-aac0-23c910ae611d","block_type":"box","text":", fund administrator,","page_number":34,"box":{"x":754,"y":877,"width":141,"height":11}},{"id":"1bff2c81-6cea-433c-a4a3-f70f8c6f29f3","block_type":"box","text":"17","page_number":34,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"38f62266-6f3d-45ba-900d-cbbc93e11191","block_type":"box","text":"custodian, proxy voting service) for which a non-disclosure, confidentiality agreement or other obligation is in place with","page_number":35,"box":{"x":92,"y":67,"width":845,"height":12}},{"id":"0fd0b0b4-e2e1-42ee-88cc-d171922a5d4d","block_type":"box","text":"such service providers, as may be necessary to conduct business in the ordinary course in a manner consistent with","page_number":35,"box":{"x":92,"y":82,"width":810,"height":12}},{"id":"56c5b139-5967-4315-8d2d-34c57e2d2cb1","block_type":"box","text":"applicable policies, agreements with the Fund, the terms of the current registration statements and federal securities","page_number":35,"box":{"x":92,"y":97,"width":816,"height":12}},{"id":"07534d7f-6ab9-45ad-ab90-1f364f06ecff","block_type":"box","text":"laws and regulations thereunder.","page_number":35,"box":{"x":92,"y":112,"width":227,"height":12}},{"id":"f793eda3-34e6-4366-8209-a96493dab0e5","block_type":"box","text":"•","page_number":35,"box":{"x":59,"y":136,"width":4,"height":3}},{"id":"f91ee332-e345-42fd-828b-420711026d8e","block_type":"box","text":"Liquidity Metrics:","page_number":35,"box":{"x":92,"y":132,"width":124,"height":12}},{"id":"1254d1b7-cad1-4579-89bb-3899a7325e21","block_type":"box","text":"“Liquidity Metrics,” which seek to ascertain the Fund’s liquidity profile under BlackRock’s global","page_number":35,"box":{"x":222,"y":132,"width":667,"height":12}},{"id":"b6079b1d-eb2e-4af6-8fda-84cf0319007b","block_type":"box","text":"liquidity risk methodology, include but are not limited to: (a) disclosure regarding the number of days needed to","page_number":35,"box":{"x":92,"y":147,"width":782,"height":13}},{"id":"7e2a2127-6bcd-4741-aa25-4636c2fce3a6","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":35,"box":{"x":92,"y":162,"width":815,"height":13}},{"id":"48eb6760-972a-4623-9d93-043a813c5a21","block_type":"box","text":"particular liquidity tier under BlackRock’s global liquidity risk methodology. The dissemination of position-level liquidity","page_number":35,"box":{"x":92,"y":177,"width":832,"height":13}},{"id":"19deaff3-2a4d-40c8-96cf-a084cd1c4d2d","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":35,"box":{"x":92,"y":193,"width":815,"height":12}},{"id":"3147b785-a1dc-43eb-9706-708b5b9152db","block_type":"box","text":"permitted unless pre-approved. Disclosure of portfolio-level liquidity metrics prior to 60 calendar days after calendar","page_number":35,"box":{"x":92,"y":208,"width":814,"height":12}},{"id":"e3a7eb69-2cdb-4c41-bd0b-d1ed965a2f74","block_type":"box","text":"quarter-end requires a non-disclosure or confidentiality agreement and approval of the Trust’s Chief Compliance Officer.","page_number":35,"box":{"x":92,"y":223,"width":841,"height":12}},{"id":"6f0680f0-e709-476b-909d-a901858a9756","block_type":"box","text":"Portfolio-level liquidity metrics disclosure subsequent to 60 calendar days after calendar quarter-end requires the","page_number":35,"box":{"x":92,"y":238,"width":792,"height":12}},{"id":"cc5b4bea-9c3f-4273-aaf5-4a9d535eb30c","block_type":"box","text":"approval of portfolio management and must be disclosed to all parties requesting the information if disclosed to any","page_number":35,"box":{"x":92,"y":253,"width":814,"height":12}},{"id":"2e6c5165-21c0-43e7-b729-5b5d5962f810","block_type":"box","text":"party.","page_number":35,"box":{"x":92,"y":269,"width":37,"height":12}},{"id":"f03d8d7d-a763-43fc-a754-e231734a4d83","block_type":"box","text":"The Trust’s Chief Compliance Officer or his delegate may authorize disclosure of portfolio holdings information pursuant to","page_number":35,"box":{"x":59,"y":295,"width":862,"height":12}},{"id":"d414a5d9-7fa7-4809-b77a-3586dfc80aa5","block_type":"box","text":"the above policy and procedures, subject to restrictions on selective disclosure imposed by applicable law. The Board reviews","page_number":35,"box":{"x":59,"y":310,"width":873,"height":12}},{"id":"faa28fb4-8bae-49ff-8475-58a5b7a50123","block_type":"box","text":"the policy and procedures for disclosure of portfolio holdings information at least annually.","page_number":35,"box":{"x":59,"y":325,"width":634,"height":12}},{"id":"75c530a7-0ff8-47d6-88eb-613bb72cb640","block_type":"box","text":"Construction and Maintenance of the Underlying","page_number":35,"box":{"x":60,"y":356,"width":822,"height":29}},{"id":"4f5feb4a-c355-4269-a9cb-7cf918ddc1a0","block_type":"box","text":"Index","page_number":35,"box":{"x":62,"y":386,"width":89,"height":23}},{"id":"3c3ac279-562e-4706-9eea-7c0d0eb842d9","block_type":"box","text":"A description of the Fund’s Underlying Index is provided below.","page_number":35,"box":{"x":59,"y":427,"width":441,"height":12}},{"id":"18efa49e-f53b-41e6-8870-0787c2c4fea6","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":35,"box":{"x":59,"y":453,"width":870,"height":13}},{"id":"fdb66e08-8007-4bc2-9a89-e07bce820959","block_type":"box","text":"index provider regarding their business interest in licensing an index to track a particular market segment and conveyed","page_number":35,"box":{"x":60,"y":468,"width":837,"height":13}},{"id":"e3b36241-08ac-4957-9d36-11d2b31eea56","block_type":"box","text":"investment concepts and strategies that could be considered for the index. The index provider designed and constituted such","page_number":35,"box":{"x":60,"y":484,"width":877,"height":12}},{"id":"dfb6a901-f89e-4733-92be-aac12482cb74","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":35,"box":{"x":60,"y":499,"width":870,"height":12}},{"id":"a0ce51dd-0996-4338-9bac-3824622c24b6","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":35,"box":{"x":60,"y":514,"width":868,"height":12}},{"id":"8e843ede-39d9-4b36-b71e-ab54bcd6231d","block_type":"box","text":"instruments in such underlying index, the rebalance protocols of the underlying index, the weightings of the securities and","page_number":35,"box":{"x":60,"y":529,"width":857,"height":12}},{"id":"3abc7f22-1bf3-4503-b560-eb549e472459","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":35,"box":{"x":59,"y":544,"width":864,"height":12}},{"id":"20f53f16-d65b-4c40-a3d5-f0de7d7b96b4","block_type":"box","text":"also provide input relating to possible methodology changes of such underlying index pursuant to the index provider’s","page_number":35,"box":{"x":59,"y":559,"width":829,"height":13}},{"id":"67c3a802-c8ff-4b8f-9301-4fa8ace6ad62","block_type":"box","text":"consultation process or pursuant to other communications with the index provider.","page_number":35,"box":{"x":59,"y":574,"width":583,"height":13}},{"id":"695dc452-74a0-411d-b55d-70c892e583d5","block_type":"box","text":"The Bloomberg Roll Select Commodity Total Return Index","page_number":35,"box":{"x":58,"y":601,"width":417,"height":12}},{"id":"53374cb2-e6f6-4e7e-aaa9-8973aaab611d","block_type":"box","text":"Number of Components: approximately 25","page_number":35,"box":{"x":60,"y":627,"width":308,"height":13}},{"id":"70507e15-f590-46be-af9f-5da9fef1ec87","block_type":"box","text":"The Bloomberg Roll Select Commodity Total Return Index is a variation of the Bloomberg Commodity Index and seeks to","page_number":35,"box":{"x":59,"y":654,"width":844,"height":12}},{"id":"b073abc5-2ab4-4809-b633-4ea8cd282dc2","block_type":"box","text":"mitigate the effects of contango market structure on index performance. The Index consists of 25 futures contracts across","page_number":35,"box":{"x":60,"y":669,"width":856,"height":12}},{"id":"c958b38a-b15e-4f50-af95-dfa56df141ef","block_type":"box","text":"23 physical agricultural, energy, precious metals and industrial metals commodities. The Index is rebalanced annually in","page_number":35,"box":{"x":59,"y":684,"width":837,"height":12}},{"id":"0180e394-2822-4e68-9384-9eb29c8a7e17","block_type":"box","text":"January providing a broad-based exposure to commodities as an asset class by using liquidity and world production factors,","page_number":35,"box":{"x":58,"y":699,"width":867,"height":12}},{"id":"13ca60c9-866d-49f8-92ce-0486f113a99a","block_type":"box","text":"along with the following diversification rules:","page_number":35,"box":{"x":59,"y":714,"width":313,"height":13}},{"id":"0a4eafe7-388e-4b93-8f7c-9f3e42529746","block_type":"box","text":"• No single commodity (","page_number":35,"box":{"x":92,"y":734,"width":191,"height":13}},{"id":"5ca646a6-3d3c-4990-8489-8eba92f2716a","block_type":"box","text":"e.g.","page_number":35,"box":{"x":285,"y":737,"width":22,"height":10}},{"id":"22479e1b-f81e-4811-8fe1-520659a73897","block_type":"box","text":", natural gas, silver) may constitute more than 15% of the Index;","page_number":35,"box":{"x":310,"y":734,"width":448,"height":13}},{"id":"f3a0d05b-52f1-4e7c-9391-fbbfc374023b","block_type":"box","text":"• No single commodity, together with its derivatives","page_number":35,"box":{"x":92,"y":754,"width":383,"height":13}},{"id":"1757d78f-8508-4553-a2e1-1ad5e0fafb1a","block_type":"box","text":"(e.g","page_number":35,"box":{"x":480,"y":754,"width":26,"height":13}},{"id":"65bbd5bc-756e-4a87-9af9-ad8a8d44b1ba","block_type":"box","text":"., WTI crude oil and Brent crude oil, together with ULS diesel,","page_number":35,"box":{"x":507,"y":754,"width":423,"height":13}},{"id":"3cf13918-2587-469b-8231-21bd81675375","block_type":"box","text":"Unleaded gas, and Low Sulphur Gas Oil ), may constitute more than 25% of the Index;","page_number":35,"box":{"x":125,"y":770,"width":604,"height":12}},{"id":"ea99ccff-f006-46c5-9df6-d7deb89be38b","block_type":"box","text":"• No related group of commodities (","page_number":35,"box":{"x":92,"y":790,"width":274,"height":12}},{"id":"a2a1b6d2-b964-4fbd-87e5-1aa6d83b0dd5","block_type":"box","text":"e.g","page_number":35,"box":{"x":367,"y":793,"width":20,"height":9}},{"id":"b2aff853-07fa-41fa-848a-ccff4ea2dd0b","block_type":"box","text":"., energy, precious metals, livestock or grains) may constitute more than 33%","page_number":35,"box":{"x":389,"y":790,"width":539,"height":12}},{"id":"7c07b2c1-a68d-4ce6-baef-dc61df08bdc8","block_type":"box","text":"of the Index;","page_number":35,"box":{"x":124,"y":805,"width":87,"height":11}},{"id":"d567d61b-7b76-4756-9d79-0ac38594ad7d","block_type":"box","text":"• No single commodity (","page_number":35,"box":{"x":92,"y":825,"width":191,"height":12}},{"id":"179648b2-ddd3-4b79-9463-31db84366ca6","block_type":"box","text":"e.g.","page_number":35,"box":{"x":285,"y":828,"width":22,"height":9}},{"id":"92819d8f-3cb6-4f04-9960-159cf92d7b49","block_type":"box","text":", natural gas, silver) may constitute less than 2% of the Index as liquidity allows.","page_number":35,"box":{"x":310,"y":825,"width":557,"height":12}},{"id":"11dab2bc-f1d0-44bd-a184-92a6628eeeeb","block_type":"box","text":"18","page_number":35,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"cd047915-da90-46f8-927c-a9270f40cb69","block_type":"box","text":"The Index maintains a long position for each commodity futures contract. On a monthly basis, the Index rolls into a futures","page_number":36,"box":{"x":59,"y":67,"width":862,"height":12}},{"id":"1ae9b009-2c5b-4c05-bbd0-19277e6fdafb","block_type":"box","text":"contract showing the most backwardation, or least amount of contango, selecting from those eligible contracts with 9","page_number":36,"box":{"x":59,"y":82,"width":829,"height":12}},{"id":"3acf5cd6-45c0-456a-96ca-afc75c35a718","block_type":"box","text":"months or fewer until expiration. The Index rolls over 5 business days at 20%, from the 6th to 10th Bloomberg Commodity","page_number":36,"box":{"x":60,"y":97,"width":858,"height":12}},{"id":"7c2d33ce-484f-4764-a4be-a8e3e761a50b","block_type":"box","text":"Index Business Day.","page_number":36,"box":{"x":60,"y":112,"width":135,"height":12}},{"id":"8f2de057-d175-4a14-9236-060034d5211a","block_type":"box","text":"Investment Policies","page_number":36,"box":{"x":62,"y":143,"width":318,"height":23}},{"id":"19011ad0-38fb-430e-bc37-32303318cba8","block_type":"box","text":"The Board has adopted as fundamental policies the following numbered investment policies, which cannot be changed","page_number":36,"box":{"x":59,"y":177,"width":834,"height":13}},{"id":"1d19c55f-d4be-4f6b-a27f-8bbc082fe938","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":36,"box":{"x":59,"y":193,"width":835,"height":12}},{"id":"f8e6ed71-36fe-43e0-abab-2140a454d513","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":36,"box":{"x":59,"y":208,"width":856,"height":12}},{"id":"f06d4c53-ac13-4719-ab6a-fd5cf17b33c0","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":36,"box":{"x":59,"y":223,"width":855,"height":12}},{"id":"d8a8abad-616b-4734-84cf-1c2cd2c2cfba","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":36,"box":{"x":59,"y":238,"width":846,"height":12}},{"id":"a6cc8194-59a0-49ce-9173-6a556f61f6ec","block_type":"box","text":"Fund has also adopted certain non-fundamental investment policies, including its investment objective. Non-fundamental","page_number":36,"box":{"x":60,"y":253,"width":853,"height":12}},{"id":"d86162ce-16db-4ff1-88b7-d9d468b6598a","block_type":"box","text":"investment policies may be changed by the Board without shareholder approval. Therefore, the Fund may change its","page_number":36,"box":{"x":60,"y":268,"width":813,"height":13}},{"id":"fd2f5b1f-f09c-43ef-82ec-6f2afd02e9c0","block_type":"box","text":"investment objective without shareholder approval.","page_number":36,"box":{"x":60,"y":283,"width":357,"height":13}},{"id":"26a22b34-e1a7-4b24-832d-cc7f75bebee4","block_type":"box","text":"Fundamental Investment Policies","page_number":36,"box":{"x":60,"y":310,"width":237,"height":9}},{"id":"0fcd3204-9d0a-4472-a545-12bb0a5e1ee0","block_type":"box","text":"The Fund may not:","page_number":36,"box":{"x":59,"y":330,"width":131,"height":12}},{"id":"c135609b-574b-4826-ad86-e38f7f443476","block_type":"box","text":"1. Concentrate its investments in a particular industry, as that term is used in the Investment Company Act.","page_number":36,"box":{"x":61,"y":350,"width":769,"height":12}},{"id":"365b81ac-fc79-4aa1-9ff0-8578f2b7e8ac","block_type":"box","text":"2. Borrow money, except as permitted under the Investment Company Act.","page_number":36,"box":{"x":59,"y":370,"width":545,"height":13}},{"id":"8ceefc7e-00b7-46d4-9a1a-159fd7c226f0","block_type":"box","text":"3. Issue senior securities to the extent such issuance would violate the Investment Company Act.","page_number":36,"box":{"x":59,"y":390,"width":699,"height":13}},{"id":"361b8b46-01fd-4177-a71f-4e9e4bfa418c","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":36,"box":{"x":59,"y":411,"width":861,"height":12}},{"id":"390b2393-eabe-43fa-9227-0f270c2b7253","block_type":"box","text":"by, or linked to, real estate or interests therein, securities of real estate investment trusts, mortgage-related securities","page_number":36,"box":{"x":99,"y":426,"width":814,"height":12}},{"id":"f5ff8896-7342-48cc-ad37-f0af6c03dd39","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":36,"box":{"x":98,"y":441,"width":840,"height":12}},{"id":"ae4c78b9-5c7d-4f2c-ba52-daaff4ffd9e9","block_type":"box","text":"of the ownership of securities or other instruments.","page_number":36,"box":{"x":98,"y":456,"width":360,"height":12}},{"id":"34e6f3cb-5b9a-43d0-b16f-a39b0a445398","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":36,"box":{"x":59,"y":476,"width":840,"height":12}},{"id":"928882ca-10c0-4755-be5f-5201a4d18dd3","block_type":"box","text":"deemed to be an underwriting or as otherwise permitted by applicable law.","page_number":36,"box":{"x":98,"y":491,"width":524,"height":13}},{"id":"c1c94786-9fcc-40f3-879b-3d31edad0ffd","block_type":"box","text":"6. Purchase or sell commodities or commodity contracts, except as permitted by the Investment Company Act.","page_number":36,"box":{"x":59,"y":511,"width":799,"height":13}},{"id":"eed63873-a7e8-4ba9-aa1c-e41153faa97c","block_type":"box","text":"7. Make loans to the extent prohibited by the Investment Company Act.","page_number":36,"box":{"x":59,"y":531,"width":521,"height":13}},{"id":"58b06c2e-c22f-4d4d-9c86-fa36410ef57a","block_type":"box","text":"Notations Regarding the Fund’s Fundamental Investment Policies","page_number":36,"box":{"x":59,"y":558,"width":475,"height":12}},{"id":"eb47b61a-d676-455d-9a4a-c23de9c87f83","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":36,"box":{"x":59,"y":584,"width":832,"height":13}},{"id":"3851113d-d912-4b2f-9e98-4cdf4bd73b6b","block_type":"box","text":"change without shareholder approval.","page_number":36,"box":{"x":59,"y":600,"width":265,"height":12}},{"id":"13e0e862-c387-47da-ac5e-679a0eacdcc6","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":36,"box":{"x":59,"y":626,"width":853,"height":12}},{"id":"563b7941-e89e-4e30-bf0e-d910dad0a3b6","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":36,"box":{"x":60,"y":641,"width":854,"height":12}},{"id":"25a60f5c-4b82-440d-84ea-45ffde43fc47","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":36,"box":{"x":60,"y":656,"width":840,"height":13}},{"id":"24408405-e2c6-469d-baca-b5c75c72b74e","block_type":"box","text":"industries constitutes concentration. It is possible that interpretations of concentration could change in the future. The policy","page_number":36,"box":{"x":60,"y":671,"width":877,"height":13}},{"id":"854c57eb-b528-4f3d-ae33-3a300fd30d9f","block_type":"box","text":"in (1) above will be interpreted to refer to concentration as that term may be interpreted from time to time. The policy also","page_number":36,"box":{"x":60,"y":686,"width":856,"height":13}},{"id":"a4021762-9926-4c20-9d55-cc7ee98edceb","block_type":"box","text":"will be interpreted to permit investment without limit in the following: securities of the U.S. government and its agencies or","page_number":36,"box":{"x":59,"y":702,"width":860,"height":12}},{"id":"f2180a42-4d21-434c-81c1-1414d6230e9b","block_type":"box","text":"instrumentalities; securities of state, territory, possession or municipal governments and their authorities, agencies,","page_number":36,"box":{"x":60,"y":717,"width":805,"height":12}},{"id":"e22dae50-2323-4736-8c04-8e7be37b472c","block_type":"box","text":"instrumentalities or political subdivisions; and repurchase agreements collateralized by any such obligations. Accordingly,","page_number":36,"box":{"x":60,"y":732,"width":847,"height":12}},{"id":"48ffd861-2954-44ee-b321-71ad40933724","block_type":"box","text":"issuers of the foregoing securities will not be considered to be members of any industry. There also will be no limit on","page_number":36,"box":{"x":60,"y":747,"width":820,"height":12}},{"id":"78ca8cff-9505-421a-a65f-6d6cde80d865","block_type":"box","text":"investment in issuers domiciled in a single jurisdiction or country. Finance companies will be considered to be in the","page_number":36,"box":{"x":60,"y":762,"width":809,"height":12}},{"id":"88938db2-5644-4001-bcf3-9dba47f4644a","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":36,"box":{"x":60,"y":777,"width":815,"height":13}},{"id":"3a2f854f-7a7e-4f4d-967f-d697e194443e","block_type":"box","text":"government will be considered to be a member of a separate industry. Additionally, the policy will be interpreted to not","page_number":36,"box":{"x":59,"y":792,"width":830,"height":13}},{"id":"024fa611-939d-4772-bcc1-e1c04111912c","block_type":"box","text":"classify commodities as an industry. With respect to the Fund’s industry classifications, the Fund currently utilizes any one or","page_number":36,"box":{"x":59,"y":807,"width":873,"height":13}},{"id":"d020e82c-ff6c-471d-b607-3be2f62ffdf5","block_type":"box","text":"more of the industry sub-classifications used by one or more widely recognized market indexes or rating group indexes,","page_number":36,"box":{"x":60,"y":823,"width":836,"height":12}},{"id":"4d1822bb-7dbf-41b3-be5a-daf447d480f4","block_type":"box","text":"and/or as defined by Fund management. The policy also will be interpreted to give broad authority to the Fund as to how to","page_number":36,"box":{"x":59,"y":838,"width":868,"height":12}},{"id":"fb2cf3d7-034b-4454-b398-a8883ff4e76e","block_type":"box","text":"classify issuers within or among industries.","page_number":36,"box":{"x":59,"y":853,"width":300,"height":12}},{"id":"80692b02-715f-4689-ab3e-abc11001cc13","block_type":"box","text":"19","page_number":36,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"b645a639-0655-40ef-8463-a561b770034b","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":37,"box":{"x":59,"y":67,"width":843,"height":12}},{"id":"2d599d7d-b900-4005-b87f-e2608ebc61a4","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":37,"box":{"x":59,"y":82,"width":871,"height":12}},{"id":"1af2d1bf-2c42-43f5-b58c-0d36886cc9cb","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":37,"box":{"x":59,"y":97,"width":863,"height":12}},{"id":"daeeb005-3766-4834-b71b-8976afc877e9","block_type":"box","text":"include the amounts being borrowed.) To limit the risks attendant to borrowing, the Investment Company Act requires the","page_number":37,"box":{"x":60,"y":112,"width":855,"height":12}},{"id":"0ed62b66-82ff-4f55-a309-e53b2653e301","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":37,"box":{"x":60,"y":127,"width":854,"height":12}},{"id":"63681f5b-65f0-45d6-bd2c-80db9f336f56","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":37,"box":{"x":59,"y":142,"width":840,"height":13}},{"id":"cb843eb4-0cb8-42f1-9ab2-b59cb216ba05","block_type":"box","text":"bears to the aggregate amount of all borrowings. Borrowing money to increase portfolio holdings is known as “leveraging.”","page_number":37,"box":{"x":60,"y":157,"width":862,"height":13}},{"id":"fdeb1c19-f2b1-478f-a306-09ab72687144","block_type":"box","text":"Certain trading practices and investments, such as reverse repurchase agreements, may be considered to be borrowings or","page_number":37,"box":{"x":59,"y":172,"width":860,"height":13}},{"id":"30065cc3-4f37-4535-8cae-86056c8c887f","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":37,"box":{"x":60,"y":188,"width":857,"height":12}},{"id":"a84d71e8-ee86-4715-806a-ea6838429df5","block_type":"box","text":"Investment Company Act, when the Fund engages in reverse repurchase agreements and similar financing transactions, the","page_number":37,"box":{"x":60,"y":203,"width":867,"height":12}},{"id":"2025176f-a5d4-44bd-b513-9fbc3c21e74f","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":37,"box":{"x":60,"y":218,"width":865,"height":12}},{"id":"ff9c2326-2efc-497b-9e1f-ef40e2c330de","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":37,"box":{"x":59,"y":233,"width":855,"height":12}},{"id":"d71462bf-ab8e-4c67-8873-1609e7bc2360","block_type":"box","text":"transactions. Short-term credits necessary for the settlement of securities transactions and arrangements with respect to","page_number":37,"box":{"x":59,"y":248,"width":848,"height":12}},{"id":"e00e8460-d7f5-48ed-bc6f-9518feddd057","block_type":"box","text":"securities lending will not be considered to be borrowings under the policy. Practices and investments that may involve","page_number":37,"box":{"x":59,"y":263,"width":831,"height":12}},{"id":"21251815-4755-4771-8ca1-1d2a4893c317","block_type":"box","text":"leverage but are not considered to be borrowings are not subject to the policy.","page_number":37,"box":{"x":60,"y":278,"width":545,"height":13}},{"id":"c5713b83-96fc-47ff-890e-32f293cf3950","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":37,"box":{"x":59,"y":305,"width":874,"height":12}},{"id":"fbb05058-2fe0-4449-9dc8-7b44b56f2c7b","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":37,"box":{"x":59,"y":320,"width":876,"height":12}},{"id":"b6f324c5-e270-422c-8295-01569e75793d","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":37,"box":{"x":59,"y":335,"width":877,"height":12}},{"id":"6153a839-e3fd-4fc7-90b3-1753841d9419","block_type":"box","text":"assets under certain circumstances. Those circumstances currently are that the amount of a fund’s underwriting","page_number":37,"box":{"x":59,"y":350,"width":789,"height":12}},{"id":"c4af65a3-dd9f-4597-8355-d263f9748557","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":37,"box":{"x":59,"y":365,"width":814,"height":12}},{"id":"5833a315-9084-4081-a6ef-73bed048ec09","block_type":"box","text":"outstanding voting securities of those issuers, cannot exceed the 25% cap. A fund engaging in transactions involving the","page_number":37,"box":{"x":59,"y":380,"width":847,"height":13}},{"id":"468a0cc9-d8e6-479e-94ca-033429a1ed12","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":37,"box":{"x":59,"y":395,"width":855,"height":13}},{"id":"87f148ec-2bc0-41fa-9857-36fc9a7054ff","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":37,"box":{"x":60,"y":411,"width":821,"height":12}},{"id":"85692dc9-38ec-490e-90c8-35cc3f5b4a0b","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":37,"box":{"x":60,"y":426,"width":836,"height":12}},{"id":"a9eb0cd6-5618-4a0f-a02f-f0711e9dcb5f","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":37,"box":{"x":60,"y":441,"width":829,"height":12}},{"id":"597f9eba-f02e-4f38-b167-d281a199422a","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":37,"box":{"x":60,"y":456,"width":860,"height":12}},{"id":"3d726029-ae75-4a4d-85d5-b4bb7fde67a4","block_type":"box","text":"law.","page_number":37,"box":{"x":60,"y":471,"width":25,"height":10}},{"id":"60773de7-f0b3-46f8-be6f-c44dc5749492","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":37,"box":{"x":59,"y":497,"width":835,"height":13}},{"id":"3b11dd49-a1d3-450c-8aba-621d154658b7","block_type":"box","text":"prohibit the Fund from making loans (including lending its securities); however, SEC staff interpretations currently prohibit","page_number":37,"box":{"x":59,"y":513,"width":856,"height":12}},{"id":"6fb10178-8a82-4e0d-826c-046fa5f2edbe","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":37,"box":{"x":59,"y":528,"width":878,"height":12}},{"id":"4dcd4d29-9ecc-4f31-8e14-cf32218f3663","block_type":"box","text":"debt obligations or the use of repurchase agreements. In addition, collateral arrangements with respect to options, forward","page_number":37,"box":{"x":59,"y":543,"width":861,"height":12}},{"id":"ea3fe821-4bb3-4809-9b44-5f0b2b0c8c4a","block_type":"box","text":"currency and futures transactions and other derivative instruments (as applicable), as well as delays in the settlement of","page_number":37,"box":{"x":59,"y":558,"width":842,"height":12}},{"id":"f06e031c-b654-4ceb-9438-089e57ad4199","block_type":"box","text":"securities transactions, will not be considered loans.","page_number":37,"box":{"x":59,"y":573,"width":363,"height":11}},{"id":"3be85e54-ac4e-4afa-8b5d-a90b8680887b","block_type":"box","text":"Non-Fundamental Investment Policies of the Fund","page_number":37,"box":{"x":60,"y":600,"width":360,"height":9}},{"id":"5b30e012-22f8-4805-8497-fae44d568f8d","block_type":"box","text":"Under its non-fundamental investment restrictions, which may be changed by the Board without shareholder approval, the","page_number":37,"box":{"x":60,"y":626,"width":859,"height":12}},{"id":"aac9ce4d-5ca0-40c2-82ab-ce8121f9f4dc","block_type":"box","text":"Fund may not:","page_number":37,"box":{"x":60,"y":641,"width":99,"height":12}},{"id":"fd5f5045-1ee3-4458-a000-1e7e02241a61","block_type":"box","text":"1. Purchase shares of any registered open-end investment company or registered unit investment trust, in reliance on","page_number":37,"box":{"x":61,"y":661,"width":840,"height":13}},{"id":"7d892033-4535-4e6f-80dc-48aa4e13fa06","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":37,"box":{"x":98,"y":676,"width":800,"height":13}},{"id":"721a7c59-b425-4eee-9817-fa618b6f8b8a","block_type":"box","text":"purchased by another investment company investor in reliance on the provisions of subparagraph (G) of Section","page_number":37,"box":{"x":98,"y":691,"width":786,"height":13}},{"id":"e729652f-d1b6-46a0-a2d6-55e88a5b948d","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":37,"box":{"x":100,"y":707,"width":773,"height":12}},{"id":"c141e2db-e170-4294-8945-5b988d19e779","block_type":"box","text":"investment companies to the extent otherwise permissible under other provisions of the 1940 Act, as interpreted,","page_number":37,"box":{"x":99,"y":722,"width":793,"height":12}},{"id":"6f10edb5-588e-4b1c-8b6e-8ce5e89d097d","block_type":"box","text":"modified or otherwise permitted by regulatory authority having jurisdiction, from time to time.","page_number":37,"box":{"x":99,"y":737,"width":659,"height":12}},{"id":"435456eb-faac-45a4-bdb3-38e5afcabe12","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":37,"box":{"x":59,"y":757,"width":870,"height":11}},{"id":"52f4a9cd-5410-4258-8c17-a7341a298174","block_type":"box","text":"plus the amount of any borrowings for investment purposes, in components of its Underlying Index.","page_number":37,"box":{"x":98,"y":772,"width":701,"height":12}},{"id":"3e20d015-8b60-41e8-965c-78449c19585c","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":37,"box":{"x":59,"y":799,"width":808,"height":12}},{"id":"45a37f9b-fbb0-4d34-9196-50bfc545349f","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":37,"box":{"x":60,"y":814,"width":864,"height":12}},{"id":"437560db-743f-46e2-b5dd-049d927755f4","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":37,"box":{"x":60,"y":829,"width":877,"height":12}},{"id":"705feb3d-0db2-4e53-853f-d7ee5a2bd417","block_type":"box","text":"upon 60 days’ notice to shareholders.","page_number":37,"box":{"x":60,"y":844,"width":261,"height":12}},{"id":"70c5596f-d0a6-4742-9768-04e4f1542bdb","block_type":"box","text":"Notations Regarding the Fund’s Fundamental and Non-Fundamental Investment Policies","page_number":37,"box":{"x":59,"y":870,"width":644,"height":13}},{"id":"16f47d03-5f19-4856-8a44-9e7699ec5eca","block_type":"box","text":"20","page_number":37,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"a53cc826-1f3e-4f5e-a49d-c7672d7ccbf8","block_type":"box","text":"Unless otherwise indicated, all limitations under the Fund’s fundamental or non-fundamental investment restrictions apply","page_number":38,"box":{"x":60,"y":67,"width":860,"height":12}},{"id":"e069b485-1116-4057-8571-bc6dc5eb5b14","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":38,"box":{"x":59,"y":82,"width":830,"height":12}},{"id":"3813e0f6-8807-4508-96a3-a21c16125d48","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":38,"box":{"x":59,"y":97,"width":871,"height":12}},{"id":"a5d66fa8-3728-412a-95bc-8cc924131193","block_type":"box","text":"the Fund to dispose of an investment.","page_number":38,"box":{"x":59,"y":112,"width":263,"height":12}},{"id":"30d4f64e-ea0c-4650-9d59-636419b7ed85","block_type":"box","text":"Continuous Offering","page_number":38,"box":{"x":60,"y":143,"width":339,"height":29}},{"id":"9d1bbcd9-8de6-4c93-a03e-47ebf775968e","block_type":"box","text":"The method by which Creation Units are created and traded may raise certain issues under applicable securities laws.","page_number":38,"box":{"x":59,"y":184,"width":820,"height":12}},{"id":"464374e7-d374-4559-ab62-ff044b952d9c","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":38,"box":{"x":60,"y":199,"width":865,"height":12}},{"id":"e6185446-83e5-4293-9858-7dedca98cec8","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":38,"box":{"x":60,"y":214,"width":849,"height":12}},{"id":"4ca2f586-9b38-41b3-b7f1-2dc1f6a392f0","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":38,"box":{"x":59,"y":229,"width":849,"height":12}},{"id":"574a0317-4592-4797-9162-5620de0bd244","block_type":"box","text":"them statutory underwriters and subject them to the prospectus delivery requirement and liability provisions of the 1933 Act.","page_number":38,"box":{"x":59,"y":244,"width":877,"height":13}},{"id":"33b76804-4023-40d8-98b8-7e1a0b857b15","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":38,"box":{"x":60,"y":271,"width":860,"height":12}},{"id":"c2396745-919c-4d7e-a59f-8a751eaf4943","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":38,"box":{"x":59,"y":286,"width":853,"height":12}},{"id":"186c5b55-badc-4f78-879a-07853fe5d190","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":38,"box":{"x":59,"y":301,"width":868,"height":12}},{"id":"77ef252f-a533-4789-96a7-26f4e25a1a69","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":38,"box":{"x":59,"y":316,"width":862,"height":12}},{"id":"0c74e845-412d-47a5-949c-4303e0daafd2","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":38,"box":{"x":59,"y":331,"width":861,"height":13}},{"id":"918cf256-2336-4e8f-b88a-f55c8c03b597","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":38,"box":{"x":60,"y":346,"width":861,"height":13}},{"id":"55baeb40-2ff9-444f-b8d9-1d0fc030280d","block_type":"box","text":"an underwriter.","page_number":38,"box":{"x":59,"y":361,"width":106,"height":10}},{"id":"abfbf6c7-2488-4fe9-bdcb-bb2a543153a3","block_type":"box","text":"Broker-dealer firms should also note that dealers who are not “underwriters” but are effecting transactions in shares,","page_number":38,"box":{"x":60,"y":388,"width":817,"height":12}},{"id":"cfe6feb4-3fe5-420c-bcbf-8014492e3b0f","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":38,"box":{"x":59,"y":403,"width":858,"height":12}},{"id":"61913c45-d2ea-4dda-9e6d-259cfca7b8c5","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":38,"box":{"x":59,"y":418,"width":876,"height":12}},{"id":"226cdb78-2bcb-4b05-8dc9-8cfe3bbcf928","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":38,"box":{"x":59,"y":433,"width":823,"height":13}},{"id":"85464048-ec66-4935-b69e-22ab6952efa7","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":38,"box":{"x":60,"y":448,"width":864,"height":13}},{"id":"28663efb-f764-44a8-9f20-ba29cd5c7c11","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":38,"box":{"x":59,"y":463,"width":874,"height":13}},{"id":"c0f147b4-5394-4d41-9e53-b228f78720b2","block_type":"box","text":"prospectus is available at the Listing Exchange upon request. 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Kapito and Aaron Wasserman, the address of each Trustee and officer is c/o BlackRock, Inc., 400 Howard","page_number":38,"box":{"x":59,"y":743,"width":857,"height":12}},{"id":"8d96939b-959b-4bd9-9f05-a5e68ca202ba","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":38,"box":{"x":59,"y":758,"width":873,"height":13}},{"id":"ed276946-0166-42ae-b024-2d12bedb6f36","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":38,"box":{"x":59,"y":773,"width":858,"height":13}},{"id":"e51b43e5-fbdb-477e-b88d-a4d0a19cc092","block_type":"box","text":"2DL United Kingdom. The Board has designated John E. Kerrigan as its Independent Board Chair. 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(since 2020).","page_number":42,"box":{"x":676,"y":447,"width":118,"height":12}},{"id":"8525058e-07e4-4612-9681-616befc742da","block_type":"box","text":"Elise Terry","page_number":42,"box":{"x":60,"y":467,"width":70,"height":13}},{"id":"8f0cf2fd-e63c-4d10-94e8-cb5eaa109167","block_type":"box","text":"(1977)","page_number":42,"box":{"x":60,"y":482,"width":44,"height":13}},{"id":"53de6a31-c8db-47cf-959d-91b4d266d3ec","block_type":"box","text":"Executive Vice","page_number":42,"box":{"x":368,"y":468,"width":99,"height":9}},{"id":"416be663-6fe4-42f2-bbba-796f1667bd39","block_type":"box","text":"President (since","page_number":42,"box":{"x":368,"y":482,"width":110,"height":13}},{"id":"1d239d86-bdfa-4ad7-9b2c-3466b52c0989","block_type":"box","text":"2025).","page_number":42,"box":{"x":368,"y":497,"width":43,"height":13}},{"id":"17d9f300-d749-47b8-958b-7b49c29ba764","block_type":"box","text":"Managing Director of BlackRock, Inc.","page_number":42,"box":{"x":676,"y":467,"width":258,"height":13}},{"id":"bab6c82d-ee5d-4b30-b037-639537f2c0b2","block_type":"box","text":"(since 2016); Head of U.S. iShares","page_number":42,"box":{"x":676,"y":482,"width":234,"height":13}},{"id":"eb2c8fee-3c6f-49d0-bc40-72c415192558","block_type":"box","text":"(since 2024); Co-Head of Distribution","page_number":42,"box":{"x":676,"y":497,"width":260,"height":13}},{"id":"83e87d87-0476-4314-b356-600d63e586f5","block_type":"box","text":"for U.S. Wealth Advisory (2023-2024);","page_number":42,"box":{"x":675,"y":513,"width":263,"height":12}},{"id":"feb50b5e-585c-4f1c-99dc-8c73a8ea662e","block_type":"box","text":"National Sales Manager, Wirehouse","page_number":42,"box":{"x":676,"y":528,"width":246,"height":12}},{"id":"205190ed-2903-4017-b903-707d685659e9","block_type":"box","text":"Channel (2020-2023).","page_number":42,"box":{"x":676,"y":543,"width":151,"height":12}},{"id":"c9a9ebcb-6fcf-478a-b66a-7f569c688b4f","block_type":"box","text":"Daniel Prince","page_number":42,"box":{"x":60,"y":563,"width":90,"height":10}},{"id":"623d754c-f5f1-4901-9659-7e830700eaf7","block_type":"box","text":"(1981)","page_number":42,"box":{"x":60,"y":578,"width":44,"height":12}},{"id":"c55bd3fa-2b88-4507-aab5-c7188b6c5b13","block_type":"box","text":"Executive Vice","page_number":42,"box":{"x":368,"y":564,"width":99,"height":9}},{"id":"a8516041-b0ab-4835-b415-7412023dd2d6","block_type":"box","text":"President (since","page_number":42,"box":{"x":368,"y":578,"width":110,"height":12}},{"id":"b584df8c-5abc-4de6-86f1-88fef1b29aa8","block_type":"box","text":"2025).","page_number":42,"box":{"x":368,"y":593,"width":43,"height":13}},{"id":"27754afd-8660-4d4a-a110-2dd338788148","block_type":"box","text":"Managing Director of BlackRock, Inc.","page_number":42,"box":{"x":676,"y":563,"width":258,"height":12}},{"id":"1970df62-39ed-4110-8638-c5eb0d78bf5c","block_type":"box","text":"(since 2023); Director of BlackRock,","page_number":42,"box":{"x":676,"y":578,"width":248,"height":12}},{"id":"efa11c85-3f3e-4207-8a1a-7d05c795aa45","block_type":"box","text":"Inc. (2015-2022); Head of U.S.","page_number":42,"box":{"x":676,"y":593,"width":208,"height":13}},{"id":"818bbd3e-0eb8-4553-a20d-d9b2d65f1afd","block_type":"box","text":"iShares Product (since 2025); Head","page_number":42,"box":{"x":676,"y":608,"width":245,"height":13}},{"id":"b84158dd-8878-4b74-af35-b64e69859579","block_type":"box","text":"of iShares Product Consulting","page_number":42,"box":{"x":675,"y":623,"width":207,"height":13}},{"id":"f51627e9-516b-43d0-bc2b-92517b05db82","block_type":"box","text":"(2015-2025).","page_number":42,"box":{"x":676,"y":639,"width":89,"height":12}},{"id":"b3ad6f43-a2ae-4c43-a988-ddb947de1d7b","block_type":"box","text":"The Board has concluded that, based on each Trustee’s experience, qualifications, attributes or skills on an individual basis","page_number":42,"box":{"x":59,"y":671,"width":856,"height":13}},{"id":"48557855-d969-4e46-af03-afea747a6edf","block_type":"box","text":"and in combination with those of the other Trustees, each Trustee should serve as a Trustee of the Board. Among the","page_number":42,"box":{"x":59,"y":686,"width":821,"height":13}},{"id":"b745fd8e-36f2-4eae-9ac1-9d6927816869","block_type":"box","text":"attributes common to all Trustees are their ability to review critically, evaluate, question and discuss information provided to","page_number":42,"box":{"x":59,"y":702,"width":868,"height":12}},{"id":"0181146a-1300-49f0-bcf3-87420a3857e7","block_type":"box","text":"them, to interact effectively with the Fund’s investment adviser, other service providers, counsel and the independent","page_number":42,"box":{"x":59,"y":717,"width":819,"height":12}},{"id":"6775a3da-42f5-47a0-a122-57fd3d913796","block_type":"box","text":"registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Trustees.","page_number":42,"box":{"x":60,"y":732,"width":872,"height":12}},{"id":"fb853700-39c5-4971-962f-5d82f6ecb14b","block_type":"box","text":"A Trustee’s ability to perform his or her duties effectively may have been attained through the Trustee’s educational","page_number":42,"box":{"x":59,"y":747,"width":807,"height":12}},{"id":"637b790e-c3c7-4d7d-b0b3-1459b4eaa51d","block_type":"box","text":"background or professional training; business, consulting, public service or academic positions; experience from service as a","page_number":42,"box":{"x":60,"y":762,"width":868,"height":12}},{"id":"6a0de3c3-40e4-4395-9fe3-47aa5b43ca1d","block_type":"box","text":"Board member of the Fund and the other funds in the Trust (and any predecessor funds), other investment funds, public","page_number":42,"box":{"x":60,"y":777,"width":842,"height":13}},{"id":"ee4990c8-a5de-4bcf-b658-a82690c0fed2","block_type":"box","text":"companies, or non-profit entities or other organizations; and/or other life experiences. Also, set forth below is a brief","page_number":42,"box":{"x":59,"y":792,"width":817,"height":13}},{"id":"98fd777d-072e-40a9-aac9-8d5f694aab33","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":42,"box":{"x":59,"y":807,"width":872,"height":13}},{"id":"f47ecefa-e013-436e-bc02-fadbdaeb3097","block_type":"box","text":"or she should serve (or continue to serve) as a Trustee.","page_number":42,"box":{"x":59,"y":823,"width":383,"height":12}},{"id":"b3ad0778-e3f8-4c0f-b7ea-089e52dae0c7","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":42,"box":{"x":60,"y":849,"width":872,"height":12}},{"id":"08631f99-0637-4441-968e-8e39650502d5","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":42,"box":{"x":59,"y":864,"width":836,"height":12}},{"id":"180c3fc4-07b1-46cf-ad7c-4eddbfca5630","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":42,"box":{"x":60,"y":879,"width":839,"height":13}},{"id":"fdcd7957-659b-4f5f-b11e-a45c0d9b6253","block_type":"box","text":"25","page_number":42,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"652a94c5-f529-4958-813b-6d4ea53fe431","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":43,"box":{"x":60,"y":67,"width":859,"height":12}},{"id":"6e7f5049-3192-4217-995f-7234673d40c8","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":43,"box":{"x":59,"y":82,"width":866,"height":12}},{"id":"d5821305-73cb-47de-a53b-f95441f99bb1","block_type":"box","text":"operating units, including Investment Strategies, Client Businesses, Technology & Operations, and Risk & Quantitative","page_number":43,"box":{"x":59,"y":97,"width":823,"height":12}},{"id":"631495a2-4e65-4cfb-8097-eedfb20223b9","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":43,"box":{"x":59,"y":112,"width":846,"height":12}},{"id":"5df3366b-cc5f-4a2b-9d5e-6eb23589901e","block_type":"box","text":"Head of BlackRock’s Portfolio Management Group. In that role, he was responsible for overseeing all portfolio management","page_number":43,"box":{"x":60,"y":127,"width":861,"height":12}},{"id":"105fb868-2b60-49ab-8f84-d6bb44578296","block_type":"box","text":"within BlackRock, including the Fixed Income, Equity, Liquidity, and Alternative Investment Groups. Mr. Kapito serves as a","page_number":43,"box":{"x":59,"y":142,"width":846,"height":13}},{"id":"67f3ba5d-4d25-47f2-bfc5-2479393700b6","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":43,"box":{"x":60,"y":157,"width":811,"height":13}},{"id":"24e105c4-d222-4914-aa72-7dd86286a8ab","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":43,"box":{"x":59,"y":172,"width":870,"height":13}},{"id":"91659e05-dc39-4564-b87b-348505894be2","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":43,"box":{"x":60,"y":188,"width":845,"height":12}},{"id":"bc46b41c-4abe-48ce-8702-0807b2231cfd","block_type":"box","text":"degree from Harvard Business School in 1983.","page_number":43,"box":{"x":59,"y":203,"width":322,"height":12}},{"id":"0b5ea366-488e-4978-bb8b-1b84eb875e59","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":43,"box":{"x":59,"y":229,"width":840,"height":12}},{"id":"1d9ad573-5ae6-4df3-81a5-33f9849882b1","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":43,"box":{"x":59,"y":244,"width":839,"height":13}},{"id":"eb1b7d7e-8638-415c-be65-3927f0471a33","block_type":"box","text":"Limited, Director of BlackRock International Limited, and Director of BlackRock Group Limited since 2021. Mr. Cohen, Senior","page_number":43,"box":{"x":60,"y":259,"width":867,"height":13}},{"id":"71d166d1-16c3-44d0-a1bb-4d7ff5e4bf60","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":43,"box":{"x":59,"y":274,"width":835,"height":13}},{"id":"bdbb658b-4aa4-4384-8c33-b9a0d8ecd959","block_type":"box","text":"responsible for the business strategy, innovation and commercialization of BlackRock’s full investment product platform,","page_number":43,"box":{"x":60,"y":290,"width":841,"height":12}},{"id":"5e3a9f40-9024-4aa7-bac9-150dde899461","block_type":"box","text":"aligning product strategies with client needs and market trends, and unlocking new growth opportunities across iShares,","page_number":43,"box":{"x":59,"y":305,"width":846,"height":12}},{"id":"4a5939dc-c8eb-43d4-b049-1724aeed1a50","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":43,"box":{"x":59,"y":320,"width":829,"height":12}},{"id":"34a66975-675c-4327-ac93-0ac26bf2495d","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":43,"box":{"x":59,"y":335,"width":866,"height":12}},{"id":"92b5ad79-bcb3-4f6e-a422-fb3e6a0ee3b7","block_type":"box","text":"businesses in EMEA, overseeing BlackRock’s relationships with wealth management firms and platforms, the development","page_number":43,"box":{"x":60,"y":350,"width":857,"height":12}},{"id":"1d80b07e-622d-4f13-a18f-aaed3888aec5","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":43,"box":{"x":59,"y":365,"width":861,"height":13}},{"id":"d546de8b-7775-4212-b8a1-bae7ff049c86","block_type":"box","text":"Having joined BlackRock in 2011, Mr. Cohen initially served as the Chief Investment Strategist for International Fixed Income","page_number":43,"box":{"x":60,"y":380,"width":865,"height":13}},{"id":"ae296377-de5f-4afc-b3bb-43a8514a759c","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":43,"box":{"x":59,"y":395,"width":862,"height":13}},{"id":"a3e4a45b-be75-4605-866b-590cf3e3e91f","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":43,"box":{"x":60,"y":411,"width":844,"height":12}},{"id":"efbcb44b-e56e-4456-90d4-564d7b99bc76","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":43,"box":{"x":59,"y":426,"width":844,"height":12}},{"id":"ce985b3f-20ea-4f63-b6c0-17f22e2caad7","block_type":"box","text":"from the University of Southampton, and holds certifications as a SFA Futures and Options Representative, a SFA Securities","page_number":43,"box":{"x":59,"y":441,"width":861,"height":12}},{"id":"850fd02f-877d-474f-b712-8230a58a30df","block_type":"box","text":"Registered Representative, and an IFPR Material Risk Taker.","page_number":43,"box":{"x":60,"y":456,"width":410,"height":12}},{"id":"3f20dabe-331f-4e15-bd97-4d689d9136e1","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":43,"box":{"x":58,"y":482,"width":857,"height":13}},{"id":"c4d774a0-73e9-462d-98c6-5878270a16bf","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":43,"box":{"x":59,"y":497,"width":856,"height":13}},{"id":"6989e8b5-e631-4d5d-80d2-aeadb1c33a0f","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":43,"box":{"x":59,"y":513,"width":857,"height":12}},{"id":"a3e77078-1397-4ef4-bcba-a68944174827","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":43,"box":{"x":60,"y":528,"width":871,"height":12}},{"id":"1b466516-81cb-476a-8603-a6b9f3e0d4c0","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":43,"box":{"x":59,"y":543,"width":834,"height":12}},{"id":"a9f09830-da28-44ae-9d6f-5a286e5e4f33","block_type":"box","text":"following responsibilities: Managing Director, Institutional Client Division, Western United States. Mr. Kerrigan has been a","page_number":43,"box":{"x":59,"y":558,"width":844,"height":12}},{"id":"04e18ba3-c998-492b-9c31-8d911ad547ed","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":43,"box":{"x":60,"y":573,"width":855,"height":12}},{"id":"6b1c2db5-efc3-40e2-bea9-e15dddfd5f96","block_type":"box","text":"Boston College and is a Chartered Financial Analyst Charterholder.","page_number":43,"box":{"x":60,"y":588,"width":462,"height":13}},{"id":"73895f06-07fd-4018-999b-3b0959204ba4","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":43,"box":{"x":58,"y":615,"width":838,"height":12}},{"id":"c431d22d-c4ec-4a85-8997-7efb71f1adb3","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":43,"box":{"x":59,"y":630,"width":830,"height":11}},{"id":"a5ba686c-0d4e-45d2-90f1-dabb0c212a1f","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":43,"box":{"x":60,"y":645,"width":827,"height":12}},{"id":"9d97e93c-c867-45a5-8a28-4b40e51e7af7","block_type":"box","text":"Managing Director and Global Head of Financial Holding Company Governance & Assurance and the Global Head of","page_number":43,"box":{"x":59,"y":660,"width":815,"height":12}},{"id":"344396f0-1e3e-459b-8e02-1933c7ea536d","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":43,"box":{"x":59,"y":675,"width":879,"height":12}},{"id":"ba68705f-7e3e-45ad-a6c5-f3caf36eee8f","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":43,"box":{"x":59,"y":690,"width":871,"height":13}},{"id":"02073d27-6eab-4943-8f66-6a96343ca533","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":43,"box":{"x":59,"y":705,"width":807,"height":13}},{"id":"dc7d00bf-cefc-4623-826c-f15e8d344a1e","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":43,"box":{"x":59,"y":720,"width":870,"height":13}},{"id":"ac6d49bb-967b-4585-bf7f-243541aaa859","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":43,"box":{"x":60,"y":736,"width":852,"height":12}},{"id":"700482a8-39d1-4ad0-bbd2-75dc415bb827","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":43,"box":{"x":59,"y":751,"width":866,"height":11}},{"id":"ffb1b2ce-3deb-4e98-8dda-fcb2ac91ed35","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":43,"box":{"x":59,"y":766,"width":876,"height":12}},{"id":"e0602b90-006b-45e4-af0c-c87cfaa1174c","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":43,"box":{"x":59,"y":781,"width":829,"height":12}},{"id":"7b184b9b-7a0e-4e1f-ac6b-f144e8701c96","block_type":"box","text":"Astoria Bank. Ms. Carlin was appointed by the United States Treasury to the Financial Services Sector Coordinating Council","page_number":43,"box":{"x":59,"y":796,"width":858,"height":12}},{"id":"92173ac4-b601-4f33-a11a-8640d06c26aa","block_type":"box","text":"for Critical Infrastructure Protection and Homeland Security, where she served as Chairperson from 2010 to 2012 and Vice","page_number":43,"box":{"x":59,"y":811,"width":854,"height":13}},{"id":"d0012c34-2063-42ed-9fa0-1cc7015de7c1","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":43,"box":{"x":59,"y":826,"width":842,"height":13}},{"id":"a4a32eb9-db61-463c-93be-7fc9f7efffe3","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":43,"box":{"x":59,"y":841,"width":712,"height":13}},{"id":"71ba584e-624f-428d-814b-3c3737017df2","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":43,"box":{"x":60,"y":868,"width":865,"height":12}},{"id":"1dff7d8d-1850-49ef-81df-fc6f40ba41c5","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":43,"box":{"x":59,"y":883,"width":863,"height":12}},{"id":"ae764df3-0764-41f9-b330-f62758f38840","block_type":"box","text":"26","page_number":43,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"02b324a3-1269-4273-bb03-b5b6da6fa5de","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":44,"box":{"x":60,"y":67,"width":851,"height":12}},{"id":"3eda434a-4ec2-4d80-b609-a076b52d05e7","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":44,"box":{"x":59,"y":82,"width":851,"height":12}},{"id":"c07da362-17a8-4272-98dc-6f2dcd3af168","block_type":"box","text":"asset management audit practice leader responsible for setting strategic direction and execution of the operating plan for the","page_number":44,"box":{"x":59,"y":97,"width":877,"height":12}},{"id":"ea40c21c-3344-4d8c-a344-6bb2464c997c","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":44,"box":{"x":59,"y":112,"width":855,"height":12}},{"id":"1c17e243-66ae-4e9a-9bcc-441e16b9ce5f","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":44,"box":{"x":59,"y":127,"width":855,"height":12}},{"id":"fa33c49d-77ec-4e41-a01a-26b0e54b55eb","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":44,"box":{"x":59,"y":142,"width":833,"height":13}},{"id":"3466e820-85ef-4e9b-81b3-514261dccb25","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":44,"box":{"x":60,"y":157,"width":876,"height":13}},{"id":"038f484d-e3db-4324-9f74-3a0d213727df","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":44,"box":{"x":59,"y":172,"width":858,"height":13}},{"id":"066750ad-7739-45d4-8c9e-696b007bd366","block_type":"box","text":"Accounting from LaSalle University.","page_number":44,"box":{"x":59,"y":188,"width":248,"height":12}},{"id":"6de99a62-c480-463f-95e1-d69b947d2434","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":44,"box":{"x":60,"y":214,"width":866,"height":12}},{"id":"7df945ca-65e8-4884-bd6c-6f8f94c23af2","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":44,"box":{"x":60,"y":229,"width":805,"height":12}},{"id":"1a71dc8a-5aac-4498-855c-900f9e19127f","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":44,"box":{"x":59,"y":244,"width":855,"height":13}},{"id":"de6a658d-4491-421e-a628-800c0cab8a49","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":44,"box":{"x":60,"y":259,"width":850,"height":13}},{"id":"e60767cd-13b2-4753-b2e1-abf5b563a908","block_type":"box","text":"1993, which included managing financial and regulatory reporting and global fund tax. Ms. Fergerson has been a Director,","page_number":44,"box":{"x":61,"y":274,"width":851,"height":13}},{"id":"a1cb50a2-8614-4785-b76a-f74337daea0a","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":44,"box":{"x":59,"y":290,"width":857,"height":11}},{"id":"563d635a-15dc-49c2-8e0c-4dd94eb5193d","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":44,"box":{"x":60,"y":305,"width":862,"height":12}},{"id":"be01f251-579d-4608-bd1c-740b4bb8d634","block_type":"box","text":"Accountant (inactive).","page_number":44,"box":{"x":59,"y":320,"width":155,"height":12}},{"id":"31151d73-0d4c-440b-8a26-08bc792b69de","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":44,"box":{"x":58,"y":346,"width":868,"height":11}},{"id":"899f0935-c86f-4f47-bc77-f764dc6b9047","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":44,"box":{"x":59,"y":361,"width":877,"height":12}},{"id":"e9f04f76-93e6-4778-bf8b-07a31666ee89","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":44,"box":{"x":59,"y":377,"width":835,"height":12}},{"id":"0fe8cef4-ab18-4677-a364-725c0b165c30","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":44,"box":{"x":60,"y":392,"width":844,"height":12}},{"id":"a6aad7d4-9bc4-4110-88ee-47150fe6755e","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":44,"box":{"x":60,"y":407,"width":838,"height":12}},{"id":"1d352954-41c6-436b-b3c1-681e54f7a03f","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":44,"box":{"x":60,"y":422,"width":877,"height":12}},{"id":"942dbbb6-bbe0-4b82-9da9-9b97a4ffa713","block_type":"box","text":"Member. Mr. Lam has been President of James Lam & Associates, Inc., a risk management consulting firm serving global","page_number":44,"box":{"x":59,"y":437,"width":841,"height":12}},{"id":"063bc14c-b391-4149-adee-67b1d8b5d4d8","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":44,"box":{"x":59,"y":452,"width":866,"height":12}},{"id":"ad11bec5-94a5-4dec-b91c-abfe3cf00c89","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":44,"box":{"x":59,"y":467,"width":861,"height":13}},{"id":"f6e68988-0cb3-4cc2-9df2-e396d8040e3e","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":44,"box":{"x":60,"y":482,"width":831,"height":13}},{"id":"811488e4-839b-4df9-948c-c1bc2091c27d","block_type":"box","text":"author of “Enterprise Risk Management” and “Implementing Enterprise Risk Management,” leading risk management books.","page_number":44,"box":{"x":59,"y":497,"width":876,"height":13}},{"id":"f0ed516d-9904-4787-8f7c-dbd8fd5a8437","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":44,"box":{"x":60,"y":513,"width":859,"height":12}},{"id":"5cf9f11c-dea3-433a-99f4-8d50e2a986e9","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":44,"box":{"x":59,"y":528,"width":877,"height":12}},{"id":"b94a09a5-5d73-43bd-8e82-9450902185bc","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":44,"box":{"x":60,"y":543,"width":818,"height":12}},{"id":"1f82106f-0966-485c-9b08-7ddd2c958732","block_type":"box","text":"Angeles.","page_number":44,"box":{"x":59,"y":558,"width":59,"height":12}},{"id":"8b7d1e37-e348-4389-9ff0-a2817ac7e800","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":44,"box":{"x":60,"y":584,"width":864,"height":10}},{"id":"955fb3b9-ec3b-4bd5-af97-bbf46b00234b","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":44,"box":{"x":59,"y":600,"width":869,"height":11}},{"id":"db5ec4df-c988-4c16-ab28-6a15fe1b5245","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":44,"box":{"x":59,"y":615,"width":850,"height":12}},{"id":"ef89610b-e502-4bf1-b70b-42ed91dd63a0","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":44,"box":{"x":60,"y":630,"width":852,"height":12}},{"id":"8b2a63d2-9c8c-4e66-a6f4-d9a915e66b6a","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":44,"box":{"x":60,"y":645,"width":876,"height":12}},{"id":"1e4d8a14-c092-4dfd-963e-f164a5401486","block_type":"box","text":"Compensation and Finance and Risk Committees and Director of Jackson Financial Inc. since 2021. Mr. Lawton served in","page_number":44,"box":{"x":59,"y":660,"width":841,"height":12}},{"id":"c04957bd-74f1-4911-850b-554554bdbb51","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":44,"box":{"x":59,"y":675,"width":870,"height":12}},{"id":"63919cd9-464e-4e15-ab11-2831f01f2977","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":44,"box":{"x":59,"y":690,"width":833,"height":13}},{"id":"fa194630-d3e7-4511-8fe1-8c04b3b59215","block_type":"box","text":"Fridson Investment Advisors, LLC. Mr. Lawton previously held multiple roles at Fidelity Investments from 1997 to 2008. Mr.","page_number":44,"box":{"x":60,"y":705,"width":855,"height":13}},{"id":"2d5f40ef-89fb-4080-b924-c9bfccddd8c8","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":44,"box":{"x":60,"y":720,"width":793,"height":13}},{"id":"7bb46882-db4a-4ba5-b464-d69d1177e866","block_type":"box","text":"Administrative Science from Yale University and an MBA from University of North Texas.","page_number":44,"box":{"x":59,"y":736,"width":616,"height":12}},{"id":"d9c0bc2d-0186-40a4-a4ad-02dad2d8b7e0","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":44,"box":{"x":58,"y":762,"width":862,"height":12}},{"id":"44d030c1-68c0-4f75-8eb9-4d365e81063f","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":44,"box":{"x":59,"y":777,"width":864,"height":13}},{"id":"cb8ed3dc-8911-4356-93b3-b0de2f28dd57","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":44,"box":{"x":59,"y":792,"width":876,"height":13}},{"id":"9e371f95-4712-4171-a8da-e20706670648","block_type":"box","text":"2015. Mr. Martinez is a Director of Real Estate Equity Exchange, Inc., providing governance oversight and consulting services","page_number":44,"box":{"x":59,"y":807,"width":867,"height":13}},{"id":"c9a89195-ed38-473f-8631-264e413a6843","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":44,"box":{"x":59,"y":823,"width":838,"height":12}},{"id":"297c9412-3592-40e1-9342-c5d466eab904","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":44,"box":{"x":60,"y":838,"width":860,"height":12}},{"id":"576db1a2-0f04-4446-b78f-094af3d060f6","block_type":"box","text":"Director of Barclays Global Investors (“BGI”) UK Holdings, where he provided governance oversight representing BGI’s","page_number":44,"box":{"x":60,"y":853,"width":822,"height":12}},{"id":"2fe9d5d9-ad0d-49c9-bbd3-219d2fa967c8","block_type":"box","text":"shareholders (Barclays PLC, BGI management shareholders) through oversight of BGI’s worldwide activities. Mr. Martinez","page_number":44,"box":{"x":59,"y":868,"width":848,"height":12}},{"id":"bb2630c3-d816-47c7-8d7b-142a4cd1ce31","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":44,"box":{"x":59,"y":883,"width":840,"height":12}},{"id":"a652be0e-264e-4d96-adb4-199bb5e02ba4","block_type":"box","text":"27","page_number":44,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"b85b41d8-d9c6-4590-919a-7f5d064917d0","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":45,"box":{"x":59,"y":67,"width":823,"height":12}},{"id":"6b6e2e75-93f8-4f2e-8803-da4b3c5743c1","block_type":"box","text":"Director and Executive Committee Member for Larkin Street Youth Services. He now serves on the Larkin Street Honorary","page_number":45,"box":{"x":60,"y":82,"width":848,"height":12}},{"id":"9f0e4de3-d9f7-4191-8607-c6896a7dad48","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":45,"box":{"x":60,"y":97,"width":805,"height":12}},{"id":"37c9df28-75b2-4b98-924d-bcd561f479cd","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":45,"box":{"x":59,"y":112,"width":872,"height":12}},{"id":"f9fd8442-d179-462d-b5be-44c512b6e557","block_type":"box","text":"of Chicago Booth School of Business.","page_number":45,"box":{"x":59,"y":127,"width":260,"height":12}},{"id":"a2ae578b-e118-4ca9-a6cd-9c1ec18b2000","block_type":"box","text":"Madhav V. 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Mr. Rajan is the Dean and George Pratt Shultz Professor of Accounting at the","page_number":45,"box":{"x":60,"y":199,"width":842,"height":12}},{"id":"7ea18b6f-3704-4416-91bc-ada50c5f63a4","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":45,"box":{"x":60,"y":214,"width":876,"height":12}},{"id":"070312d5-1f44-42b4-aaa9-ecacf27c0b90","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":45,"box":{"x":59,"y":229,"width":814,"height":12}},{"id":"f5701686-e8ef-40d2-86fe-802b0477a534","block_type":"box","text":"Business, from 2020 to 2026. Mr. Rajan has served on the Advisory Board of C.M. 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He has taught accounting for","page_number":45,"box":{"x":59,"y":290,"width":846,"height":12}},{"id":"9cbba359-0e05-4c17-895f-d2d3a020d1c1","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":45,"box":{"x":59,"y":305,"width":868,"height":12}},{"id":"c78f5735-1bf2-4ed6-938b-ef622af77980","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":45,"box":{"x":59,"y":320,"width":871,"height":12}},{"id":"af79e884-ca7c-4550-9e7a-4391bf65d9f7","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":45,"box":{"x":59,"y":335,"width":876,"height":12}},{"id":"18af413d-e7c9-4c49-a1ec-873f57f7d041","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":45,"box":{"x":59,"y":350,"width":871,"height":12}},{"id":"9ea18eb0-cf9c-4850-94bf-928ef162c0be","block_type":"box","text":"of Cavium Inc., a semiconductor company. Mr. Rajan holds MS and PhD degrees in Accounting from Carnegie Mellon","page_number":45,"box":{"x":59,"y":365,"width":820,"height":13}},{"id":"7f77fbe1-8e86-480f-8957-08f3eadcb6a7","block_type":"box","text":"University.","page_number":45,"box":{"x":60,"y":381,"width":70,"height":12}},{"id":"ff09f8b7-d14b-4d96-9a37-c0295c76505c","block_type":"box","text":"Board – Leadership Structure and Oversight Responsibilities","page_number":45,"box":{"x":60,"y":407,"width":416,"height":12}},{"id":"d17f9392-dd56-4647-824a-2a1a2d6db4f2","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":45,"box":{"x":59,"y":433,"width":853,"height":13}},{"id":"59ebaa66-ba0b-4987-a265-809784e4f756","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":45,"box":{"x":59,"y":448,"width":848,"height":13}},{"id":"082567d5-3515-4b80-a408-d6a684294ff5","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":45,"box":{"x":59,"y":463,"width":847,"height":13}},{"id":"a9685281-b33f-4510-aeba-4efbedb23b35","block_type":"box","text":"Board is currently composed of eleven members, nine of whom are Independent Trustees. The Board currently conducts","page_number":45,"box":{"x":60,"y":479,"width":841,"height":12}},{"id":"aba5b0cf-f984-42ad-b10f-d3d0ac4043b9","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":45,"box":{"x":60,"y":494,"width":872,"height":12}},{"id":"8476b04a-8433-48c7-9ac7-cbdf357f6c5e","block_type":"box","text":"or informal conference calls to discuss specific matters that may arise or require action between regular meetings. The","page_number":45,"box":{"x":59,"y":509,"width":830,"height":12}},{"id":"f50a616b-3a8f-4f65-9894-3fc473424ad1","block_type":"box","text":"Independent Trustees meet regularly outside the presence of management, in executive session or with other service","page_number":45,"box":{"x":60,"y":524,"width":819,"height":12}},{"id":"2cbc09cf-cda9-447c-a83f-641a368cb382","block_type":"box","text":"providers to the Trust.","page_number":45,"box":{"x":59,"y":539,"width":153,"height":12}},{"id":"c6959e65-6015-4cc9-a420-7ddb3ef06f90","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":45,"box":{"x":59,"y":566,"width":871,"height":12}},{"id":"c37de370-ddfb-4854-9944-f54bfa1df083","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":45,"box":{"x":60,"y":581,"width":872,"height":12}},{"id":"abfc076b-2828-4f24-a278-feba7b3554e3","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":45,"box":{"x":60,"y":596,"width":864,"height":12}},{"id":"55a8a6fe-7828-431c-b17b-3221651645b0","block_type":"box","text":"Board has established seven standing Committees: a Nominating and Governance Committee, an Audit Committee, a 15(c)","page_number":45,"box":{"x":60,"y":611,"width":863,"height":12}},{"id":"7544ed6e-c580-4a51-bb27-00745051d08e","block_type":"box","text":"Committee, a Securities Lending Committee, a Risk Committee, an Equity Plus Committee and a Fixed Income Plus","page_number":45,"box":{"x":59,"y":626,"width":804,"height":12}},{"id":"d09aa9aa-5468-457b-9980-38e9c2072fb8","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":45,"box":{"x":59,"y":641,"width":856,"height":12}},{"id":"72f5f89a-7c6f-4530-891a-b543d577cb11","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":45,"box":{"x":59,"y":656,"width":863,"height":13}},{"id":"af7d2500-7d60-46ef-b697-5dfaef7423cc","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":45,"box":{"x":59,"y":671,"width":849,"height":13}},{"id":"de2ebada-02cd-462a-8f7a-e298235a4ab4","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":45,"box":{"x":60,"y":686,"width":816,"height":13}},{"id":"531c52ec-f16d-4236-add0-fd528de46403","block_type":"box","text":"providers, officers, attorneys and other Trustees between meetings. Each standing Committee meets regularly to conduct the","page_number":45,"box":{"x":59,"y":702,"width":878,"height":12}},{"id":"0a7fb648-a040-4162-9dfd-d18996ffd288","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":45,"box":{"x":59,"y":717,"width":824,"height":12}},{"id":"b7cbc60e-55c1-4e30-a122-9cf014bc0ace","block_type":"box","text":"standing Committee conduct annual assessments of their oversight function and structure. The Board has determined that","page_number":45,"box":{"x":59,"y":732,"width":863,"height":12}},{"id":"8c760bb5-d4e4-469c-ab52-d6b740e590cd","block_type":"box","text":"the Board’s leadership structure is appropriate because it allows the Board to exercise independent judgment over","page_number":45,"box":{"x":59,"y":747,"width":797,"height":12}},{"id":"c412e5bc-d476-4304-9740-481bb3202a19","block_type":"box","text":"management and it allocates areas of responsibility among committees of Independent Trustees and the full Board to","page_number":45,"box":{"x":60,"y":762,"width":823,"height":12}},{"id":"f6b459a8-9b9e-4168-aec7-21fc722b2092","block_type":"box","text":"enhance effective oversight.","page_number":45,"box":{"x":59,"y":777,"width":194,"height":13}},{"id":"8aa5518c-15b8-4f21-9c17-8b00f32d168a","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":45,"box":{"x":60,"y":804,"width":859,"height":12}},{"id":"743aa83a-5baa-446d-a254-8a95445226ee","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":45,"box":{"x":59,"y":819,"width":838,"height":12}},{"id":"b841e2da-b301-4976-b745-a7b889627174","block_type":"box","text":"compliance, operational, reputational, counterparty and valuation risks, among others. While there are a number of risk","page_number":45,"box":{"x":59,"y":834,"width":836,"height":12}},{"id":"8655577c-fcc5-441d-9158-1abc684877ae","block_type":"box","text":"management functions performed by BFA and other service providers, as applicable, it is not possible to identify and","page_number":45,"box":{"x":60,"y":849,"width":813,"height":12}},{"id":"fc0ff7c2-0a1f-42c6-9ac9-86b4e7bb7c7d","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":45,"box":{"x":59,"y":864,"width":854,"height":12}},{"id":"fef6c2e5-5ec8-4a43-9a75-8f1138b2dcc0","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":45,"box":{"x":60,"y":879,"width":831,"height":13}},{"id":"d62bcd4e-1b64-4cd8-aa03-0f0dbdfcf2b5","block_type":"box","text":"28","page_number":45,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"61174813-5b28-4ab4-a93c-e2b500c9fcd1","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":46,"box":{"x":59,"y":67,"width":814,"height":12}},{"id":"a54af5a5-8b69-489b-b36a-d16077099747","block_type":"box","text":"management issues are specifically addressed in presentations and discussions. For example, BFA has an independent","page_number":46,"box":{"x":60,"y":82,"width":827,"height":12}},{"id":"4116f496-d87b-4da3-8b43-5041e4a64093","block_type":"box","text":"dedicated Risk and Quantitative Analysis Group (“RQA”) that assists BFA in managing fiduciary and corporate risks, including","page_number":46,"box":{"x":59,"y":97,"width":875,"height":12}},{"id":"65190230-3949-4efe-b034-3fdd5104a380","block_type":"box","text":"investment, operational, counterparty credit and enterprise risk. Representatives of RQA meet with the Board to discuss their","page_number":46,"box":{"x":60,"y":112,"width":871,"height":12}},{"id":"fc52a1a1-3ef8-40bc-8da4-185dbaca17fd","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":46,"box":{"x":59,"y":127,"width":851,"height":12}},{"id":"5ece6a2a-6c0e-4950-9523-0ab69eba221d","block_type":"box","text":"The Board, directly or through a committee, also reviews reports from, among others, management and the independent","page_number":46,"box":{"x":59,"y":142,"width":848,"height":13}},{"id":"3bb5b250-9168-41f2-b9b1-2365e1781691","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":46,"box":{"x":60,"y":157,"width":842,"height":13}},{"id":"dd325e31-ccd7-41e7-a96c-940144a7efcc","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":46,"box":{"x":59,"y":172,"width":863,"height":13}},{"id":"cd785b74-b1ed-4025-a6ec-04b121b459a3","block_type":"box","text":"compliance program, including assessments by independent third parties, and reports to the Board regarding compliance","page_number":46,"box":{"x":59,"y":188,"width":850,"height":12}},{"id":"a278e609-fd8b-42d2-bda6-76e053b67ec6","block_type":"box","text":"matters for the Trust and its principal service providers. In testing and maintaining the compliance program, the Chief","page_number":46,"box":{"x":60,"y":203,"width":823,"height":12}},{"id":"b3e1cdc3-4d54-4557-9d84-5368f43caecf","block_type":"box","text":"Compliance Officer (and his or her delegates) assesses key compliance risks affecting the Fund, and addresses them in","page_number":46,"box":{"x":59,"y":218,"width":831,"height":12}},{"id":"cf5623e9-ca78-4ac0-b3a9-536750a74599","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":46,"box":{"x":59,"y":233,"width":850,"height":12}},{"id":"403db567-f1a2-4181-b829-7dfa84d85113","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":46,"box":{"x":59,"y":248,"width":856,"height":12}},{"id":"a5338e92-6d2d-4f7f-bcc5-3b71d7805b2d","block_type":"box","text":"Board oversight of risk is also performed as needed between meetings through communications between BFA and the Board.","page_number":46,"box":{"x":60,"y":263,"width":876,"height":12}},{"id":"98f691d1-6453-47d1-bca4-60bc8903c82a","block_type":"box","text":"The Independent Trustees have engaged independent legal counsel to assist them in performing their oversight","page_number":46,"box":{"x":59,"y":278,"width":782,"height":13}},{"id":"3cf1b526-24b9-4069-9df7-1f910e8d250d","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":46,"box":{"x":60,"y":293,"width":821,"height":13}},{"id":"b8c56a27-112a-4419-85a1-dcd73f27f1d3","block_type":"box","text":"oversight role does not make it a guarantor of the Fund’s investment performance or other activities.","page_number":46,"box":{"x":59,"y":308,"width":704,"height":13}},{"id":"cd5c6e8c-50a3-4fe6-ab53-28b5afd06ee8","block_type":"box","text":"Committees of the Board of Trustees.","page_number":46,"box":{"x":59,"y":335,"width":268,"height":10}},{"id":"74707da9-e85c-4326-88da-a4c32e7b51c9","block_type":"box","text":"The members of the Audit Committee are Laura F. Fergerson (Chair), Richard L.","page_number":46,"box":{"x":336,"y":335,"width":556,"height":12}},{"id":"62ded9dd-2c43-4e84-96ff-2949dc337b7f","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":46,"box":{"x":60,"y":350,"width":848,"height":12}},{"id":"4fd5f747-e015-4783-a2c7-2bc8e02957e4","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":46,"box":{"x":59,"y":365,"width":824,"height":13}},{"id":"40eb97df-d040-4c2d-b3c0-118d15249b53","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":46,"box":{"x":60,"y":380,"width":823,"height":13}},{"id":"543a326c-5826-475b-bbee-0733689a6317","block_type":"box","text":"oversight of the Trust’s financial statements and the independent audit thereof; (iii) in selecting, evaluating and, where","page_number":46,"box":{"x":59,"y":395,"width":829,"height":13}},{"id":"c95ee45f-71a5-4640-80ab-474517cae941","block_type":"box","text":"deemed appropriate, replacing the independent accountants (or nominating the independent accountants to be proposed","page_number":46,"box":{"x":59,"y":411,"width":857,"height":12}},{"id":"c8d546da-40ef-4dbc-b778-cfa500dedb73","block_type":"box","text":"for shareholder approval in any proxy statement); (iv) in evaluating the independence of the independent accountants; (v) in","page_number":46,"box":{"x":59,"y":426,"width":871,"height":12}},{"id":"6d82b13e-3279-4f2b-abb7-9695c7977ac9","block_type":"box","text":"complying with legal and regulatory requirements that relate to the Trust’s accounting and financial reporting, internal","page_number":46,"box":{"x":59,"y":441,"width":829,"height":12}},{"id":"d65d1b71-9250-4209-83b7-ef857efde63e","block_type":"box","text":"controls, compliance controls and independent audits; and (vi) to assume such other responsibilities as may be delegated by","page_number":46,"box":{"x":59,"y":456,"width":873,"height":12}},{"id":"d70aa769-33da-4aaa-b1ed-a33cdfb65c6b","block_type":"box","text":"the Board. The Audit Committee met five times during the fiscal year ended October 31, 2025.","page_number":46,"box":{"x":59,"y":471,"width":657,"height":12}},{"id":"877b59aa-e460-4c14-ab2c-780d76d9175e","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":46,"box":{"x":59,"y":497,"width":856,"height":13}},{"id":"70163b46-ec06-4148-bc1e-d86ab85e7f4e","block_type":"box","text":"Fergerson, each of whom is an Independent Trustee. The Nominating and Governance Committee nominates individuals for","page_number":46,"box":{"x":60,"y":513,"width":869,"height":12}},{"id":"cb1c4469-8f51-4b9c-aa08-b296cba5a8d0","block_type":"box","text":"Independent Trustee membership on the Board and recommends appointments to the Advisory Board. The Nominating and","page_number":46,"box":{"x":60,"y":528,"width":870,"height":12}},{"id":"266665ae-7089-4c63-8f08-aae1b8729615","block_type":"box","text":"Governance Committee functions include, but are not limited to, the following: (i) reviewing the qualifications of any person","page_number":46,"box":{"x":59,"y":543,"width":867,"height":12}},{"id":"9177c844-2335-4344-b5a2-41818196c93b","block_type":"box","text":"properly identified or nominated to serve as an Independent Trustee; (ii) recommending to the Board and current","page_number":46,"box":{"x":59,"y":558,"width":793,"height":12}},{"id":"326e1231-3000-4ce7-b38c-8fd98f4c91f4","block_type":"box","text":"Independent Trustees the nominee(s) for appointment as an Independent Trustee by the Board and current Independent","page_number":46,"box":{"x":60,"y":573,"width":845,"height":12}},{"id":"2c88e369-37dd-488f-a928-1baa4914e454","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":46,"box":{"x":59,"y":588,"width":826,"height":13}},{"id":"c0abb27d-3d0e-484b-b765-f59b847ba5de","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":46,"box":{"x":59,"y":603,"width":865,"height":13}},{"id":"d73ebccc-d84d-4f9a-96a1-77bca80d566c","block_type":"box","text":"Board and Board committees and whether they comply with applicable laws and regulations; (iv) recommending a current","page_number":46,"box":{"x":60,"y":618,"width":857,"height":13}},{"id":"61c1d249-ece4-478a-b944-c5daf6b14a7a","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":46,"box":{"x":60,"y":634,"width":826,"height":12}},{"id":"157ec9e0-474e-42cc-addc-c39eac88dc0c","block_type":"box","text":"Board’s retirement policy; and (vi) recommending an appropriate level of compensation for the Independent Trustees for","page_number":46,"box":{"x":60,"y":649,"width":845,"height":12}},{"id":"0c3de2e0-4967-4660-8ec4-0bce0f9fdc2f","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":46,"box":{"x":59,"y":664,"width":864,"height":12}},{"id":"6ce0b9cd-d5e8-432b-9e82-fd15c47deed6","block_type":"box","text":"Nominating and Governance Committee considers appropriate. The Nominating and Governance Committee does not","page_number":46,"box":{"x":60,"y":679,"width":829,"height":12}},{"id":"34f46fc6-e97b-4448-947a-37bf5a4428eb","block_type":"box","text":"consider Board nominations recommended by shareholders (acting solely in their capacity as a shareholder and not in any","page_number":46,"box":{"x":59,"y":694,"width":857,"height":12}},{"id":"bf0b0c61-d8b3-414e-a6a9-a9d14dc187e3","block_type":"box","text":"other capacity). The Nominating and Governance Committee met three times during the fiscal year ended October 31, 2025.","page_number":46,"box":{"x":59,"y":709,"width":871,"height":12}},{"id":"8ff9a0ef-570a-4dd6-be09-361134af7955","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":46,"box":{"x":60,"y":736,"width":831,"height":12}},{"id":"884f9ef4-f27f-4f90-9d0a-852aa03c1a99","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":46,"box":{"x":59,"y":751,"width":865,"height":12}},{"id":"34fc78b1-00f6-4102-b355-617043c3b4fd","block_type":"box","text":"the annual review and renewal of the Trust’s advisory and sub-advisory agreements. These responsibilities include: (i)","page_number":46,"box":{"x":59,"y":766,"width":823,"height":12}},{"id":"cc160ae7-6454-4b83-b619-48604f9396ea","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":46,"box":{"x":60,"y":781,"width":877,"height":12}},{"id":"7e6996e7-15f1-4c9f-92e0-a2b190a1417b","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":46,"box":{"x":59,"y":796,"width":861,"height":12}},{"id":"e8cac30d-b11d-4d54-b71e-a3cce12be8f7","block_type":"box","text":"information will be provided; and (ii) considering and discussing with BlackRock, Inc. such other matters and information as","page_number":46,"box":{"x":60,"y":811,"width":867,"height":13}},{"id":"aa0dc50e-b852-4314-a63d-fe6eddbb5faa","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":46,"box":{"x":60,"y":826,"width":847,"height":13}},{"id":"11bdc68e-d3a1-485a-830a-56c2bc867f81","block_type":"box","text":"Trust. The 15(c) Committee met two times during the fiscal year ended October 31, 2025.","page_number":46,"box":{"x":59,"y":841,"width":626,"height":13}},{"id":"54c862d3-8fb9-449b-8921-31304f4ad9a4","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":46,"box":{"x":59,"y":868,"width":836,"height":12}},{"id":"31653482-7940-4989-8e67-9cc43b375771","block_type":"box","text":"Martinez, each of whom is an Independent Trustee. The principal responsibilities of the Securities Lending Committee are to","page_number":46,"box":{"x":59,"y":883,"width":869,"height":12}},{"id":"345284d7-77ec-48b8-818f-71a8b921d54f","block_type":"box","text":"29","page_number":46,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"53429cf6-94c9-4bf5-8785-2f7ed7ca90a8","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":47,"box":{"x":59,"y":67,"width":840,"height":12}},{"id":"0abadf50-32ee-4209-bbea-9fd5beec1700","block_type":"box","text":"These responsibilities include: (i) requesting that certain information be provided to the Committee for its review and","page_number":47,"box":{"x":59,"y":82,"width":818,"height":12}},{"id":"bbced62a-8f60-4d60-ae2b-8b82e675b9ba","block_type":"box","text":"consideration prior to such information being provided to the Board; (ii) considering and discussing with BlackRock, Inc. such","page_number":47,"box":{"x":59,"y":97,"width":878,"height":12}},{"id":"51dedc85-5bc2-4408-9033-65209d91908e","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":47,"box":{"x":59,"y":112,"width":854,"height":12}},{"id":"900e31e6-281c-4da5-93f9-0b01d6ab2e5c","block_type":"box","text":"activities and make required findings and approvals; and (iii) providing a recommendation to the Board regarding the annual","page_number":47,"box":{"x":59,"y":127,"width":869,"height":12}},{"id":"828713d4-377a-40a4-8980-53d33e062766","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":47,"box":{"x":59,"y":142,"width":855,"height":13}},{"id":"99213cc4-6550-41ff-9577-130ffba2a57c","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":47,"box":{"x":59,"y":157,"width":865,"height":13}},{"id":"7d0f62aa-95d2-431e-a957-daadbcf28c44","block_type":"box","text":"ended October 31, 2025.","page_number":47,"box":{"x":59,"y":172,"width":171,"height":12}},{"id":"63bc57be-0a4e-4099-893e-a8a53844199d","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":47,"box":{"x":59,"y":199,"width":875,"height":12}},{"id":"e7e38a7d-b055-4339-8c4b-83547026d0aa","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":47,"box":{"x":60,"y":214,"width":878,"height":12}},{"id":"c09df41e-870f-433e-a08c-1a1243e958fe","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":47,"box":{"x":60,"y":229,"width":878,"height":12}},{"id":"35b9e092-b037-472b-8575-7fc6ad6d083a","block_type":"box","text":"include: (i) reviewing quarterly reports regarding Trust performance, secondary market trading and changes in net assets to","page_number":47,"box":{"x":60,"y":244,"width":866,"height":13}},{"id":"0bec8cab-0bcb-4e11-92fe-2ebea2af9686","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":47,"box":{"x":60,"y":259,"width":877,"height":13}},{"id":"1925e86d-c64e-4ec7-97a4-7b9ae98e638d","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":47,"box":{"x":60,"y":274,"width":780,"height":13}},{"id":"37319887-f558-47a4-80fd-1fb0736bdfd0","block_type":"box","text":"recommendation to the Board as appropriate. The Equity Plus Committee met four times during the fiscal year ended","page_number":47,"box":{"x":60,"y":290,"width":820,"height":12}},{"id":"08878e8d-92f3-436b-abb4-7ee9694f9f0d","block_type":"box","text":"October 31, 2025.","page_number":47,"box":{"x":59,"y":305,"width":123,"height":11}},{"id":"faacd631-c569-4e6a-8884-5497628a0c84","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":47,"box":{"x":59,"y":331,"width":879,"height":13}},{"id":"afc50057-c3eb-4351-bbb2-8fd7043c7fad","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":47,"box":{"x":59,"y":346,"width":861,"height":13}},{"id":"69334265-89f8-4b3a-a7ab-3748bc1dbef6","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":47,"box":{"x":59,"y":361,"width":867,"height":13}},{"id":"cd521561-4ade-4fbc-9af0-2d4c1a8412e3","block_type":"box","text":"fixed-income or multi-asset funds. These responsibilities include: (i) reviewing quarterly reports regarding Trust performance,","page_number":47,"box":{"x":59,"y":377,"width":879,"height":12}},{"id":"bc312d76-7f19-4d76-a101-47745fe65b80","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":47,"box":{"x":59,"y":392,"width":852,"height":12}},{"id":"b73b1a2a-1e4c-4d25-86d3-6341c637ad02","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":47,"box":{"x":60,"y":407,"width":842,"height":12}},{"id":"f8aed48b-16f7-4446-8ee7-e0b14fe369cf","block_type":"box","text":"Board from time to time and providing a report or recommendation to the Board as appropriate. 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The principal responsibility of the","page_number":47,"box":{"x":59,"y":479,"width":847,"height":12}},{"id":"9f8817cc-6d60-4eff-8026-8d03b10353ce","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":47,"box":{"x":60,"y":494,"width":853,"height":12}},{"id":"4c52f9ee-36f8-4d9c-9f20-84955c065b74","block_type":"box","text":"effectively structure itself to oversee them. The Risk Committee commenced on January 1, 2016. The Risk Committee met","page_number":47,"box":{"x":59,"y":509,"width":851,"height":12}},{"id":"c960abfd-49f2-48d6-b1d9-c1855e920bc0","block_type":"box","text":"four times during the fiscal year ended October 31, 2025.","page_number":47,"box":{"x":59,"y":524,"width":398,"height":12}},{"id":"42ad29ba-adef-49cd-afbe-00c0448bd264","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":47,"box":{"x":59,"y":550,"width":685,"height":13}},{"id":"36eb0396-7483-4d05-8727-2803a3d12f8e","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":47,"box":{"x":59,"y":577,"width":833,"height":12}},{"id":"d21b059b-4d26-4d45-9706-d1c754ff15d0","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":47,"box":{"x":59,"y":592,"width":816,"height":12}},{"id":"539894b3-87cd-4b4c-a116-eec3bc0ba8b7","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":47,"box":{"x":60,"y":607,"width":866,"height":12}},{"id":"e3e8b8d6-e373-491f-98dd-2a5a082f421a","block_type":"box","text":"date indicated above:","page_number":47,"box":{"x":59,"y":622,"width":148,"height":10}},{"id":"d63089ba-bab2-4712-bc31-87ce286409de","block_type":"box","text":"Name Fund","page_number":47,"box":{"x":116,"y":712,"width":302,"height":8}},{"id":"6386cb47-72c2-4598-a691-4e820b30981e","block_type":"box","text":"Dollar Range of Equity","page_number":47,"box":{"x":618,"y":702,"width":128,"height":10}},{"id":"a19c00be-d1ea-46f5-84f9-86db350dbe40","block_type":"box","text":"Securities in Named Fund","page_number":47,"box":{"x":608,"y":712,"width":147,"height":8}},{"id":"be1c00ad-be4a-459b-8ddb-866112322ef4","block_type":"box","text":"Aggregate Dollar Range","page_number":47,"box":{"x":791,"y":652,"width":139,"height":10}},{"id":"9729dda2-e753-4cdf-b2ac-97724a2c0bfc","block_type":"box","text":"of Equity Securities in all","page_number":47,"box":{"x":790,"y":662,"width":141,"height":10}},{"id":"bd64888b-6242-4d88-b041-d79be107d294","block_type":"box","text":"Registered Investment","page_number":47,"box":{"x":797,"y":672,"width":128,"height":10}},{"id":"789f28dd-6be4-41cc-92f9-5cf137b21df6","block_type":"box","text":"Companies Overseen by","page_number":47,"box":{"x":791,"y":682,"width":139,"height":10}},{"id":"bff77a18-5028-4aa0-93dc-b983a38701f2","block_type":"box","text":"Trustee","page_number":47,"box":{"x":839,"y":693,"width":43,"height":7}},{"id":"f8789129-a98d-47ed-bcbd-c772630e3c7f","block_type":"box","text":"in Family of","page_number":47,"box":{"x":828,"y":702,"width":67,"height":10}},{"id":"e5050929-6e46-458b-bc62-aa88cccab515","block_type":"box","text":"Investment Companies","page_number":47,"box":{"x":795,"y":713,"width":132,"height":9}},{"id":"c8fe4cf0-2900-490d-b566-4506f4f4572e","block_type":"box","text":"Robert S. 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BlackRock is also","page_number":52,"box":{"x":59,"y":505,"width":875,"height":12}},{"id":"b4315dff-0aa9-4b7c-8236-f477d60b03d2","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":52,"box":{"x":59,"y":520,"width":865,"height":12}},{"id":"71a6c739-142e-4d22-ad7d-b22afd4534b9","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":52,"box":{"x":59,"y":535,"width":840,"height":13}},{"id":"f0fca546-4c29-4c68-bf3a-027ecebf52be","block_type":"box","text":"securities, currencies, and instruments in which a Fund invests.","page_number":52,"box":{"x":59,"y":550,"width":441,"height":12}},{"id":"080c8286-def4-4d84-a9e3-6e90c9e8e9dd","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":52,"box":{"x":59,"y":577,"width":859,"height":12}},{"id":"612a3650-4716-490a-a979-17fc8e5a9412","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":52,"box":{"x":59,"y":592,"width":868,"height":12}},{"id":"9edd21e9-312a-48ca-8bdc-fe4935660fb5","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":52,"box":{"x":59,"y":607,"width":866,"height":12}},{"id":"5b0b612f-7c7d-4f39-b4f3-26ef991d8d79","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":52,"box":{"x":60,"y":622,"width":834,"height":13}},{"id":"6bfb27bf-dee1-461b-ba19-85229fa5e546","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":52,"box":{"x":60,"y":637,"width":876,"height":13}},{"id":"4463e131-1bc2-4b51-b8a7-602047d1c177","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":52,"box":{"x":60,"y":652,"width":842,"height":13}},{"id":"e9c1f4a4-956f-4c9d-b9f1-42ecd41b9df7","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":52,"box":{"x":60,"y":668,"width":874,"height":12}},{"id":"743056c7-1bcc-45d4-be29-f6f18d11af95","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":52,"box":{"x":59,"y":683,"width":880,"height":12}},{"id":"54f961e5-d998-4628-b879-bf1df749daea","block_type":"box","text":"such Fund based on the information received.","page_number":52,"box":{"x":59,"y":698,"width":320,"height":10}},{"id":"4f576828-2dab-499c-ae39-f2d12baf06e8","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":52,"box":{"x":59,"y":724,"width":806,"height":13}},{"id":"a62c5179-ccb9-4cac-8b81-ab4655153ec7","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":52,"box":{"x":59,"y":739,"width":873,"height":13}},{"id":"967a2e67-120e-49cc-b72d-8dcda4d02fa7","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":52,"box":{"x":59,"y":754,"width":815,"height":13}},{"id":"9889034c-3e88-407e-96d7-7153b1073339","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":52,"box":{"x":59,"y":770,"width":816,"height":12}},{"id":"b24b8651-ab5b-466c-9c4d-403388bdc8eb","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":52,"box":{"x":59,"y":785,"width":876,"height":12}},{"id":"39c07222-3026-47d5-bdd2-4a5972ccd45b","block_type":"box","text":"small capitalization, emerging market or less liquid strategies. This may occur with respect to BlackRock-advised accounts","page_number":52,"box":{"x":59,"y":800,"width":855,"height":12}},{"id":"e43c6ebb-a3bf-428a-88b4-a5407449028e","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":52,"box":{"x":59,"y":815,"width":815,"height":12}},{"id":"0e80d284-3f0d-4955-a70a-690118845d00","block_type":"box","text":"decisions for other accounts. When BlackRock implements a portfolio decision or strategy on behalf of another account","page_number":52,"box":{"x":59,"y":830,"width":839,"height":12}},{"id":"376530ac-c6ba-4aa8-b1b8-febd71d20d81","block_type":"box","text":"ahead of, or contemporaneously with, similar decisions or strategies for a Fund, market impact, liquidity constraints, or other","page_number":52,"box":{"x":59,"y":845,"width":874,"height":13}},{"id":"adc08667-b107-4055-b442-0c4211930806","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":52,"box":{"x":59,"y":860,"width":834,"height":13}},{"id":"5378d1d1-6069-4b34-b9e7-b036c79d54d9","block_type":"box","text":"strategies could be increased or the Fund could otherwise be disadvantaged. BlackRock may, in certain cases, elect to","page_number":52,"box":{"x":59,"y":875,"width":822,"height":13}},{"id":"36412b8c-40c2-4aa9-95a7-abb082067207","block_type":"box","text":"35","page_number":52,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"17ea8fae-97dc-4609-97b5-ca57e0dafc51","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":53,"box":{"x":60,"y":67,"width":858,"height":12}},{"id":"23040b6d-4cd5-49bd-9fb4-c7723acff9c9","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":53,"box":{"x":59,"y":82,"width":867,"height":12}},{"id":"bd7050a1-090e-4c07-953a-159aaa8a4a84","block_type":"box","text":"so.","page_number":53,"box":{"x":59,"y":100,"width":18,"height":7}},{"id":"3e8e3c6b-65c5-452a-a157-6d4ee6e7f086","block_type":"box","text":"Conflicts may also arise because portfolio decisions regarding a Fund may benefit other accounts managed by BlackRock. For","page_number":53,"box":{"x":59,"y":123,"width":879,"height":13}},{"id":"817b1b6e-9d72-474a-b1ee-a66f7da92314","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":53,"box":{"x":59,"y":138,"width":870,"height":13}},{"id":"3af2686e-5fac-40b6-945f-c95f854009d8","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":53,"box":{"x":59,"y":154,"width":875,"height":12}},{"id":"74c272bb-7a62-48d7-bb41-fe70b09aef03","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":53,"box":{"x":59,"y":169,"width":880,"height":12}},{"id":"9bc59db2-40f5-4df1-954e-22bddc5b8e1a","block_type":"box","text":"its other accounts or funds.","page_number":53,"box":{"x":60,"y":184,"width":191,"height":9}},{"id":"f12105b3-c03f-477e-9e34-bee0a428f6fe","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":53,"box":{"x":60,"y":210,"width":874,"height":13}},{"id":"f1bd2d6f-f0a5-48a2-a239-b906bed3af04","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":53,"box":{"x":59,"y":225,"width":854,"height":13}},{"id":"b84d90ae-b21e-43c4-bf4a-56c3bbb8398a","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":53,"box":{"x":59,"y":240,"width":836,"height":13}},{"id":"fb6d29d0-0418-45c7-9568-9358f7a1368a","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":53,"box":{"x":60,"y":256,"width":861,"height":12}},{"id":"6f8dabd8-abe7-44f4-8143-03ee0f123ced","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":53,"box":{"x":59,"y":271,"width":850,"height":12}},{"id":"25f6e1da-c936-4c55-9c68-53a451aff1ff","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":53,"box":{"x":59,"y":286,"width":845,"height":12}},{"id":"d118288b-8685-448e-8eb3-63a77150e6df","block_type":"box","text":"result of legal and regulatory requirements or otherwise. BlackRock addresses these and other potential conflicts of interest","page_number":53,"box":{"x":60,"y":301,"width":863,"height":12}},{"id":"5562ea4b-25ab-4ffc-86a3-4b29090fa06b","block_type":"box","text":"based on the facts and circumstances of particular situations. For example, BlackRock may determine to rely on information","page_number":53,"box":{"x":60,"y":316,"width":866,"height":12}},{"id":"fa914e63-48a2-4f95-ae33-9add985ee8c5","block_type":"box","text":"barriers between different business units or portfolio management teams. BlackRock may also determine to rely on the","page_number":53,"box":{"x":60,"y":331,"width":831,"height":13}},{"id":"e65d8f60-a9bb-47ef-9637-ee52af45412c","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":53,"box":{"x":59,"y":346,"width":841,"height":13}},{"id":"6dd664a4-693b-4917-a00a-7a326ae9bd5a","block_type":"box","text":"behalf of the Funds.","page_number":53,"box":{"x":60,"y":361,"width":137,"height":10}},{"id":"ffe1b46b-771a-4d8c-a88a-602d897b065e","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":53,"box":{"x":60,"y":388,"width":815,"height":12}},{"id":"08508144-6d4e-44db-81a3-447de8aa1fa4","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":53,"box":{"x":60,"y":403,"width":869,"height":12}},{"id":"645074d7-baea-4193-b138-3740f4e33441","block_type":"box","text":"of interest relating to asset allocation, timing of Fund purchases and redemptions or sales, and increased remuneration and","page_number":53,"box":{"x":59,"y":418,"width":864,"height":12}},{"id":"123b5658-f7ce-4e7a-9a95-0334d1d31ba4","block_type":"box","text":"profitability for BlackRock and/or its personnel, including portfolio managers.","page_number":53,"box":{"x":59,"y":433,"width":541,"height":13}},{"id":"121e946c-251c-4377-b0bc-532e524f0a44","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":53,"box":{"x":60,"y":460,"width":827,"height":12}},{"id":"3c180375-8a03-461d-b18c-dccdfaf8eead","block_type":"box","text":"account advised by BlackRock. BlackRock may (but is not required to) effect purchases and sales between BlackRock clients","page_number":53,"box":{"x":59,"y":475,"width":866,"height":12}},{"id":"2a941bfa-58bf-43fb-a386-c51843cb0a77","block_type":"box","text":"(“cross trades”), including the Funds, if BlackRock believes such transactions are appropriate based on each party’s","page_number":53,"box":{"x":60,"y":490,"width":804,"height":12}},{"id":"e1a9ac88-3935-4f36-94fb-efccfa3e9574","block_type":"box","text":"investment objectives and guidelines, subject to applicable law and regulation. There may be potential conflicts of interest or","page_number":53,"box":{"x":60,"y":505,"width":872,"height":12}},{"id":"5598259c-92c2-40b6-9b18-f1e0b77115fd","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":53,"box":{"x":60,"y":520,"width":875,"height":12}},{"id":"f1e6a45b-2dac-4518-82f1-3bb3bf47598e","block_type":"box","text":"Funds. BlackRock may have a potentially conflicting division of loyalties and responsibilities to the parties in such","page_number":53,"box":{"x":60,"y":535,"width":787,"height":13}},{"id":"e0354a3c-2dfb-4e0f-834c-4aaad2a31b48","block_type":"box","text":"transactions.","page_number":53,"box":{"x":59,"y":551,"width":89,"height":9}},{"id":"50ddac2e-da53-4b92-9100-dc885bf6e6d4","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":53,"box":{"x":60,"y":577,"width":839,"height":12}},{"id":"c6eb16f1-13db-4541-8870-702dc16611eb","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":53,"box":{"x":59,"y":592,"width":879,"height":12}},{"id":"00f8c75a-4d82-4e0e-aa9f-5c84a7427c24","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":53,"box":{"x":60,"y":607,"width":847,"height":12}},{"id":"6aa18a22-feb6-4c90-8e06-9558b84020b0","block_type":"box","text":"effected at prices or terms that may be less favorable than would otherwise have been the case.","page_number":53,"box":{"x":59,"y":622,"width":668,"height":13}},{"id":"673e5299-650d-4c10-a383-2e07b8b6387c","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":53,"box":{"x":59,"y":649,"width":873,"height":12}},{"id":"58fc8c1f-fde0-4243-9b98-59df34bfdb03","block_type":"box","text":"accounts or other accounts (including investment companies or collective investment vehicles) that it manages or advises. It","page_number":53,"box":{"x":59,"y":664,"width":874,"height":12}},{"id":"6b1ff02d-1db6-4e3f-8721-bdbb4f59aca4","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":53,"box":{"x":60,"y":679,"width":851,"height":12}},{"id":"c53417d8-fdac-4d6e-82e6-20bf395e7083","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":53,"box":{"x":60,"y":694,"width":858,"height":12}},{"id":"822cd142-9d2c-444f-b676-5095dcc65718","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":53,"box":{"x":59,"y":709,"width":839,"height":12}},{"id":"7308a9f2-1feb-4fb1-bd1c-c88c7aa310c3","block_type":"box","text":"achieve significant profits. The opposite result is also possible.","page_number":53,"box":{"x":59,"y":724,"width":434,"height":13}},{"id":"530c868d-3f88-4128-b5ee-7fdbb8fe99a0","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":53,"box":{"x":60,"y":751,"width":837,"height":12}},{"id":"89c06fcd-8764-4958-9f9b-21d3b300263a","block_type":"box","text":"activities because of regulatory, legal or contractual requirements applicable to BlackRock or other accounts managed or","page_number":53,"box":{"x":59,"y":766,"width":846,"height":12}},{"id":"1a6cfa88-63a0-4d42-8b41-abbc2560d890","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":53,"box":{"x":59,"y":781,"width":840,"height":12}},{"id":"76f449fa-08e9-4f95-8264-9d369a7dd77f","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":53,"box":{"x":59,"y":796,"width":850,"height":12}},{"id":"315352b8-2198-45db-8b43-8522cb406262","block_type":"box","text":"securities or instruments with respect to which BlackRock is performing services or when position limits have been reached.","page_number":53,"box":{"x":59,"y":811,"width":868,"height":13}},{"id":"8128a093-7e8a-497c-88b9-8e85ffb7f9f2","block_type":"box","text":"For example, the investment activities of BlackRock for its proprietary accounts and accounts under its management may","page_number":53,"box":{"x":60,"y":826,"width":850,"height":13}},{"id":"70e04f04-2ff0-47c3-a1d2-931d08c18212","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":53,"box":{"x":60,"y":841,"width":859,"height":13}},{"id":"40f94096-cf8e-4051-a243-d2c25bca64a7","block_type":"box","text":"the amount of investment, in the aggregate or in individual issuers, by affiliated foreign investors.","page_number":53,"box":{"x":59,"y":857,"width":677,"height":12}},{"id":"d442f6fe-b693-45c0-a436-6cb5ebc10e92","block_type":"box","text":"36","page_number":53,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"c5afbe2a-495d-4948-83f5-e16ab5ce36ac","block_type":"box","text":"In connection with its management of a Fund, BlackRock may have access to certain fundamental analysis and proprietary","page_number":54,"box":{"x":60,"y":67,"width":859,"height":12}},{"id":"71ac1098-b944-48e1-b1e5-875ab83b9c92","block_type":"box","text":"technical models developed by BlackRock. BlackRock will not be under any obligation, however, to effect transactions on","page_number":54,"box":{"x":59,"y":82,"width":841,"height":12}},{"id":"37312b42-ec8f-403c-8f10-8164a3d0b343","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":54,"box":{"x":60,"y":97,"width":854,"height":12}},{"id":"d548fed2-6658-43d5-a479-b92e6bbb4c71","block_type":"box","text":"available any information regarding its proprietary activities or strategies, or the activities or strategies used for other","page_number":54,"box":{"x":59,"y":112,"width":816,"height":12}},{"id":"78c80f79-2059-4e9c-a2f6-00adf0261c23","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":54,"box":{"x":59,"y":127,"width":859,"height":12}},{"id":"f25b73b8-05da-4579-9331-1957cd7d9aa3","block_type":"box","text":"access to such information for the purpose of managing the Fund. The proprietary activities or portfolio strategies of","page_number":54,"box":{"x":59,"y":142,"width":819,"height":13}},{"id":"5b90e49f-ccae-413a-ab2b-f591bff833a3","block_type":"box","text":"BlackRock, or the activities or strategies used for accounts managed by BlackRock or other client accounts could conflict","page_number":54,"box":{"x":60,"y":157,"width":844,"height":13}},{"id":"13b62acc-843f-49ba-9033-84db169921c5","block_type":"box","text":"with the transactions and strategies employed by BlackRock in managing a Fund.","page_number":54,"box":{"x":59,"y":172,"width":568,"height":13}},{"id":"bfbbf6c4-8050-44a7-95c0-a29c0ae3ab65","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":54,"box":{"x":59,"y":199,"width":851,"height":12}},{"id":"28f7c7df-e9ed-4bee-894c-c7ce52f0020b","block_type":"box","text":"extent clients invest in these investment models and increase the assets under management of the Funds, the investment","page_number":54,"box":{"x":59,"y":214,"width":852,"height":12}},{"id":"e1d57dcc-9e59-4a87-a1d0-cd4b044e88ff","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":54,"box":{"x":60,"y":229,"width":875,"height":12}},{"id":"83376b92-d04a-4125-b4b3-547304b2c595","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":54,"box":{"x":60,"y":244,"width":868,"height":13}},{"id":"25b76c4e-fb51-478f-a98f-6709fe880aa6","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":54,"box":{"x":60,"y":259,"width":868,"height":13}},{"id":"6706de90-429c-4cca-9f0a-0e180edd5555","block_type":"box","text":"employees of other business units or entities within BlackRock. As a result, these principals and employees may have","page_number":54,"box":{"x":59,"y":274,"width":816,"height":13}},{"id":"0d247429-dbef-4b3c-a368-88f57f6230a5","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":54,"box":{"x":59,"y":290,"width":865,"height":12}},{"id":"5dcdb9d1-c968-447e-8c0c-c9cc16e44aa2","block_type":"box","text":"their clients may be a consideration of which investors in a Fund should be aware.","page_number":54,"box":{"x":59,"y":305,"width":572,"height":12}},{"id":"3fe9c9e7-4eed-4857-a6d2-111362e94c73","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":54,"box":{"x":60,"y":331,"width":835,"height":13}},{"id":"258e22d2-7d09-4740-bdca-d55453f2a0a8","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":54,"box":{"x":59,"y":346,"width":818,"height":13}},{"id":"d56dfb44-335c-430e-86dc-5004f5fd2682","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":54,"box":{"x":59,"y":361,"width":844,"height":13}},{"id":"1bb30bc0-5208-4fb4-ade0-1a1096d1320f","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":54,"box":{"x":59,"y":377,"width":851,"height":12}},{"id":"83bfa2d8-70b2-4b2a-869d-bbd34de1f6fa","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":54,"box":{"x":59,"y":392,"width":838,"height":12}},{"id":"99db98cc-3189-46aa-9498-40c70c6edaef","block_type":"box","text":"BlackRock.","page_number":54,"box":{"x":60,"y":407,"width":73,"height":9}},{"id":"24b5fec4-ce62-4fa1-82c1-a4f4dc55a80d","block_type":"box","text":"BlackRock may also create, write or issue derivatives for clients, the underlying securities, currencies or instruments of which","page_number":54,"box":{"x":60,"y":433,"width":872,"height":13}},{"id":"a175c22c-4a74-485a-a669-cac8264c4f80","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":54,"box":{"x":60,"y":448,"width":847,"height":13}},{"id":"7cc4137d-f626-4c30-b865-e46c8f6c0e34","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":54,"box":{"x":60,"y":463,"width":826,"height":13}},{"id":"17ca91e9-1a0a-4497-886e-7644b1c75d23","block_type":"box","text":"entered into an arrangement with Markit Indices Limited, the index provider for underlying fixed-income indexes used by","page_number":54,"box":{"x":59,"y":479,"width":847,"height":12}},{"id":"0173f103-2cf3-42d0-b39a-a9f9c914e3c1","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":54,"box":{"x":59,"y":494,"width":837,"height":12}},{"id":"4f1f3f39-3a0d-40c7-86e6-7d0046a08272","block_type":"box","text":"these derivative products could also potentially lead to greater liquidity for such products, increased purchase activity with","page_number":54,"box":{"x":59,"y":509,"width":856,"height":12}},{"id":"4ae39124-6f54-4548-a2bf-f28f7f547fdd","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":54,"box":{"x":60,"y":524,"width":870,"height":12}},{"id":"36f50560-4aa7-45b8-8135-77594a969322","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":54,"box":{"x":59,"y":539,"width":839,"height":12}},{"id":"01a10095-4eea-46f4-a7d5-ce03df84f460","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":54,"box":{"x":59,"y":554,"width":859,"height":12}},{"id":"767250f7-ebac-4fca-8968-669c9f127fb3","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":54,"box":{"x":59,"y":569,"width":874,"height":13}},{"id":"4fe49389-8686-4681-bc04-e8a0f9a6498a","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":54,"box":{"x":59,"y":584,"width":816,"height":13}},{"id":"0ffc81e3-19a5-46af-9c62-fdad0f3dfa82","block_type":"box","text":"BlackRock on an arms-length basis.","page_number":54,"box":{"x":60,"y":600,"width":247,"height":12}},{"id":"341a9dc5-2571-4497-877f-64291fae54d9","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":54,"box":{"x":59,"y":626,"width":801,"height":12}},{"id":"a939315e-1e9c-4b34-b045-322b4ace6501","block_type":"box","text":"commercial capacities for a Fund. It is anticipated that the commissions, mark-ups, markdowns, financial advisory fees,","page_number":54,"box":{"x":59,"y":641,"width":836,"height":12}},{"id":"3ee375be-59d2-4966-9f71-45d3fa7f96f2","block_type":"box","text":"underwriting and placement fees, sales fees, financing and commitment fees, brokerage fees, other fees, compensation or","page_number":54,"box":{"x":60,"y":656,"width":854,"height":13}},{"id":"c142ec37-0481-461d-9871-052ce06fbb1a","block_type":"box","text":"profits, rates, terms and conditions charged by BlackRock will be in its view commercially reasonable, although BlackRock,","page_number":54,"box":{"x":59,"y":671,"width":855,"height":13}},{"id":"c7a2f6ca-1471-40c7-8f17-70d9b04823e6","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":54,"box":{"x":60,"y":686,"width":854,"height":13}},{"id":"c57ce94a-1bb3-42b8-afd7-d8c1a954ee4d","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":54,"box":{"x":59,"y":702,"width":858,"height":12}},{"id":"9e312532-9017-4852-8adf-32e7656a2216","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":54,"box":{"x":59,"y":717,"width":821,"height":12}},{"id":"b58cf765-8989-4da7-ba0c-b4555b402ff6","block_type":"box","text":"commercial capacities for a Fund or BlackRock.","page_number":54,"box":{"x":59,"y":732,"width":330,"height":12}},{"id":"3b81ae42-c453-4777-bbb4-13a50dfc19ef","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":54,"box":{"x":59,"y":758,"width":821,"height":13}},{"id":"10f52f0a-8ae9-43b9-b0f6-cdf75ce65b44","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":54,"box":{"x":59,"y":773,"width":851,"height":13}},{"id":"b4b1428c-0d68-4408-9cd3-15bcce3e8504","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":54,"box":{"x":59,"y":788,"width":875,"height":13}},{"id":"e12cda20-c258-40d4-8cc3-cbcfbaea605d","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":54,"box":{"x":59,"y":804,"width":824,"height":12}},{"id":"7a756b74-4a62-4c3f-9955-88c546df88e0","block_type":"box","text":"amounts.","page_number":54,"box":{"x":59,"y":820,"width":65,"height":8}},{"id":"b5a1d818-c0bd-4058-8adf-81dae6177c26","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":54,"box":{"x":59,"y":845,"width":858,"height":13}},{"id":"13329e7f-ae48-4c2b-8730-08e6dd35244a","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":54,"box":{"x":60,"y":860,"width":856,"height":13}},{"id":"3b29a4a1-2ae0-421c-8e74-2f3ad6b06887","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":54,"box":{"x":59,"y":875,"width":874,"height":13}},{"id":"c26fb663-7e43-4c9f-aa11-8b3c35f22b94","block_type":"box","text":"37","page_number":54,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"454ed32c-f1b0-441e-877c-97087f8eb0d0","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":55,"box":{"x":59,"y":67,"width":831,"height":12}},{"id":"034935d1-b542-44f5-90d3-02fba6607aa0","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":55,"box":{"x":59,"y":82,"width":821,"height":12}},{"id":"677e007f-517c-41b2-a4f9-51f2ce340c21","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":55,"box":{"x":60,"y":108,"width":851,"height":13}},{"id":"17a37121-c2b3-4a88-9dbc-1b0e92604f99","block_type":"box","text":"securities lending revenues from, the Funds. BlackRock will also receive compensation for managing the reinvestment of the","page_number":55,"box":{"x":59,"y":123,"width":870,"height":13}},{"id":"12252117-5c04-4a1f-b0eb-ede8c3d8911f","block_type":"box","text":"cash collateral from securities lending. There are potential conflicts of interests in managing a securities lending program,","page_number":55,"box":{"x":59,"y":138,"width":851,"height":13}},{"id":"583bfda1-e02e-4dcc-96c7-4994b35d2521","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":55,"box":{"x":60,"y":154,"width":871,"height":12}},{"id":"ffef6aa8-0649-4ac4-bf49-e0a6c4898e83","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":55,"box":{"x":59,"y":169,"width":838,"height":12}},{"id":"cf053697-e0fe-4ffa-af94-0934b72d0d7b","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":55,"box":{"x":60,"y":184,"width":870,"height":12}},{"id":"8280a135-2234-433d-adf0-5df6f99a3977","block_type":"box","text":"to clients that would provide more revenue to BlackRock. As described further below, BlackRock seeks to mitigate this","page_number":55,"box":{"x":59,"y":199,"width":824,"height":12}},{"id":"242d86c1-d55b-489d-bb77-a9da15d01d4e","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":55,"box":{"x":59,"y":214,"width":870,"height":12}},{"id":"e3b1270a-ccb6-425d-bec5-8bafa5897ca9","block_type":"box","text":"allocation.","page_number":55,"box":{"x":59,"y":229,"width":71,"height":10}},{"id":"fd2a25aa-804d-430d-a0b4-22e36613f25b","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":55,"box":{"x":59,"y":256,"width":863,"height":12}},{"id":"8a9ccca5-95b4-4a8d-81d5-72ec1ee340c9","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":55,"box":{"x":59,"y":271,"width":881,"height":12}},{"id":"7ed4c8c6-8fad-4ba3-9b22-49cf5c05c908","block_type":"box","text":"collateral shortfall resulting from a borrower default (“shortfall risk”) in the securities lending program. BlackRock establishes","page_number":55,"box":{"x":59,"y":286,"width":875,"height":12}},{"id":"080466f1-e440-4a97-a9b0-52087927e0fd","block_type":"box","text":"program-wide borrower limits (“credit limits”) to actively manage borrower-specific credit exposure. BlackRock oversees the","page_number":55,"box":{"x":59,"y":301,"width":870,"height":12}},{"id":"0276139e-c6fc-44a0-838c-d6725853a361","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":55,"box":{"x":60,"y":316,"width":848,"height":12}},{"id":"c4259595-6b82-4d60-ad4b-3962f69db467","block_type":"box","text":"market value as well as specific borrower credit characteristics. When necessary, BlackRock may adjust securities lending","page_number":55,"box":{"x":60,"y":331,"width":845,"height":13}},{"id":"cb253ea9-e1b3-42ff-be88-d02bc1a722d7","block_type":"box","text":"program attributes by restricting eligible collateral or reducing borrower credit limits. As a result, the management of","page_number":55,"box":{"x":59,"y":346,"width":818,"height":13}},{"id":"65cf3222-f917-4ff9-b925-aa327b203685","block_type":"box","text":"program-wide exposure as well as BlackRock-specific indemnification exposure may affect the amount of securities lending","page_number":55,"box":{"x":59,"y":361,"width":866,"height":13}},{"id":"4e3b8625-4062-42ea-a083-8125684c7eaa","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":55,"box":{"x":59,"y":377,"width":864,"height":12}},{"id":"c949da08-5402-4bec-b8c5-246d3c763347","block_type":"box","text":"(including by asset type, collateral type and/or revenue profile).","page_number":55,"box":{"x":60,"y":392,"width":443,"height":12}},{"id":"df7c5282-6a4f-4e76-a5f6-13ac244721aa","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":55,"box":{"x":60,"y":418,"width":867,"height":12}},{"id":"4c0f6cb5-2346-48c1-865a-a363c2a79c0a","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":55,"box":{"x":59,"y":433,"width":866,"height":13}},{"id":"bd4cddac-ef74-4773-a8f8-aef6e83ec3bd","block_type":"box","text":"liquidity considerations, or credit considerations, which may impact Funds by reducing or eliminating the volume of lending","page_number":55,"box":{"x":60,"y":448,"width":864,"height":13}},{"id":"cbf4dc22-0499-4be2-b5e6-4f95ff55579e","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":55,"box":{"x":59,"y":463,"width":867,"height":13}},{"id":"9f3eac26-4000-4337-a501-601d3d92ff92","block_type":"box","text":"loans overall. In addition, some borrowers may prefer certain BlackRock lenders that provide additional protections against","page_number":55,"box":{"x":60,"y":479,"width":857,"height":12}},{"id":"a661c832-6936-432d-90c4-053ae330cf54","block_type":"box","text":"lender default that are favored by their prudential regulation.","page_number":55,"box":{"x":60,"y":494,"width":421,"height":12}},{"id":"cd581651-a3d1-4ccf-8d69-3aaec7feb445","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":55,"box":{"x":60,"y":520,"width":875,"height":12}},{"id":"875f2888-d5b7-4c5e-906f-dfe4cad6410c","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":55,"box":{"x":59,"y":535,"width":854,"height":13}},{"id":"ca673794-47a7-4eda-9723-720f7ebe0524","block_type":"box","text":"(","page_number":55,"box":{"x":60,"y":550,"width":4,"height":13}},{"id":"c1429166-b5d0-4ac7-bf81-e41adfe6c150","block_type":"box","text":"i.e","page_number":55,"box":{"x":65,"y":551,"width":15,"height":9}},{"id":"98579c5c-877c-45a5-b83a-b8cda8c35f04","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":55,"box":{"x":81,"y":550,"width":825,"height":13}},{"id":"2491f013-59d5-482c-a44e-d2b6936d43c0","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":55,"box":{"x":60,"y":566,"width":798,"height":12}},{"id":"a2074a7f-b8b9-493f-8b1d-aa7316f960df","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":55,"box":{"x":59,"y":581,"width":861,"height":12}},{"id":"202ec0cc-a0be-47ec-9fa9-53fc87b999d6","block_type":"box","text":"provide equal lending opportunities for all portfolios, independent of whether BlackRock indemnifies the portfolio. Equal","page_number":55,"box":{"x":59,"y":596,"width":839,"height":12}},{"id":"b488ee07-e45c-47d8-9ced-50bfa5e53666","block_type":"box","text":"opportunities for lending portfolios does not guarantee equal outcomes. Specifically, short and long-term outcomes for","page_number":55,"box":{"x":59,"y":611,"width":836,"height":12}},{"id":"899bd9ed-416c-4197-a3f6-55cc1788f4c2","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":55,"box":{"x":60,"y":626,"width":858,"height":12}},{"id":"8a1880e0-ae29-490a-8198-4838f56a0552","block_type":"box","text":"the firm.","page_number":55,"box":{"x":59,"y":641,"width":58,"height":10}},{"id":"21a2d700-cf12-4918-ab3b-e5969303a952","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":55,"box":{"x":60,"y":668,"width":874,"height":12}},{"id":"0ffaf09a-a4ac-429f-b24d-136be0284be4","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":55,"box":{"x":59,"y":683,"width":849,"height":12}},{"id":"7eb97875-a09e-4089-9977-7a2fea7611d7","block_type":"box","text":"research payment arrangements. BlackRock, however, is not required to bunch or aggregate orders if portfolio management","page_number":55,"box":{"x":60,"y":698,"width":867,"height":12}},{"id":"3c409170-7504-4e1d-8fd1-d5b0d935d636","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":55,"box":{"x":59,"y":713,"width":864,"height":12}},{"id":"e8b17db1-fb17-484e-a729-e67f50b33c77","block_type":"box","text":"required, or in cases involving client direction.","page_number":55,"box":{"x":60,"y":728,"width":318,"height":12}},{"id":"a1c153dd-ccf6-4064-a73b-6e2e9afec006","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":55,"box":{"x":60,"y":754,"width":872,"height":13}},{"id":"0aecae87-71f1-4b80-89b5-259d79c53db3","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":55,"box":{"x":59,"y":770,"width":819,"height":12}},{"id":"67250bc3-999d-4046-b807-7ab3361d75f6","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":55,"box":{"x":59,"y":785,"width":860,"height":12}},{"id":"d7cec70e-c9a9-43f6-add1-c015f49fc6d9","block_type":"box","text":"the Funds. In addition, under certain circumstances, the Funds will not be charged the same commission or commission","page_number":55,"box":{"x":59,"y":800,"width":843,"height":12}},{"id":"7727f4ae-b074-43df-87a6-8efc874296c7","block_type":"box","text":"equivalent rates in connection with a bunched or aggregated order.","page_number":55,"box":{"x":59,"y":815,"width":471,"height":12}},{"id":"87e42d9d-1462-4890-b2db-0cb85e0eb285","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":55,"box":{"x":60,"y":841,"width":847,"height":13}},{"id":"fd3d3367-f1d2-46e9-88b7-b45c089a25d2","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":55,"box":{"x":60,"y":857,"width":864,"height":12}},{"id":"17b695ef-17f0-4bb8-944f-bc2316008d62","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":55,"box":{"x":59,"y":872,"width":857,"height":12}},{"id":"aaded943-529e-436e-a4c7-d1fbc9934958","block_type":"box","text":"38","page_number":55,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"2943dc14-b977-4926-9e3d-9d413c35782a","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":56,"box":{"x":59,"y":67,"width":843,"height":12}},{"id":"068155ad-09c3-499e-9a68-ca5ece56f761","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":56,"box":{"x":60,"y":82,"width":814,"height":12}},{"id":"eefa70f0-9f52-48b9-b2bf-655fdffb5c51","block_type":"box","text":"BlackRock.","page_number":56,"box":{"x":60,"y":97,"width":73,"height":10}},{"id":"3f095b80-d438-4572-9954-b3a8312c1539","block_type":"box","text":"Subject to applicable law, BlackRock may select brokers that furnish BlackRock, the Funds, other BlackRock client accounts or","page_number":56,"box":{"x":59,"y":123,"width":879,"height":13}},{"id":"44df4b90-30d6-4b71-92e7-c3726f54ba9f","block_type":"box","text":"personnel, directly or through correspondent relationships, with research or other appropriate services which provide, in","page_number":56,"box":{"x":59,"y":138,"width":841,"height":13}},{"id":"a514f557-d85c-4881-b2ca-8c3ae7d55639","block_type":"box","text":"BlackRock’s view, appropriate assistance to BlackRock in the investment decision-making process (including with respect to","page_number":56,"box":{"x":60,"y":154,"width":867,"height":12}},{"id":"d01c2928-15cb-4298-8ca9-c584e5ee82a9","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":56,"box":{"x":59,"y":169,"width":868,"height":12}},{"id":"157bae0b-4141-4917-8da4-476df38da39e","block_type":"box","text":"law, research reports on companies, industries and securities; economic and financial data; financial publications; proxy","page_number":56,"box":{"x":60,"y":184,"width":836,"height":12}},{"id":"6378757f-e28f-48c2-89da-647810f2d6b8","block_type":"box","text":"analysis; trade industry seminars; computer data bases; research-oriented software and other services and products.","page_number":56,"box":{"x":59,"y":199,"width":816,"height":12}},{"id":"d91fcda0-533f-4ccb-a8b4-15769e86dc72","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":56,"box":{"x":60,"y":225,"width":840,"height":13}},{"id":"79b7efc9-a81d-45d0-9d26-b593c4d51b92","block_type":"box","text":"client accounts, including in connection with BlackRock client accounts other than those that pay commissions to the broker","page_number":56,"box":{"x":59,"y":240,"width":875,"height":13}},{"id":"87fa12b3-008a-4515-ba26-68205298b38d","block_type":"box","text":"relating to the research or other service arrangements. Such products and services may disproportionately benefit other","page_number":56,"box":{"x":60,"y":256,"width":839,"height":12}},{"id":"c583bd89-30c9-4e4d-ab5a-ec559eaa5d5e","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":56,"box":{"x":60,"y":271,"width":869,"height":12}},{"id":"ea675cd0-966c-46e9-8f52-157fe4f088e5","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":56,"box":{"x":59,"y":286,"width":863,"height":12}},{"id":"8770aec4-01a8-4037-a57c-791a570a6f29","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":56,"box":{"x":60,"y":301,"width":840,"height":12}},{"id":"9248f50a-a9fd-44fa-a35e-fd72dcb6ecd4","block_type":"box","text":"including disproportionate benefits, of economies of scale or price discounts in connection with products and services that","page_number":56,"box":{"x":60,"y":316,"width":861,"height":12}},{"id":"e7e26c55-0dbb-411a-a4aa-3f70ecb2c6b6","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":56,"box":{"x":60,"y":331,"width":867,"height":13}},{"id":"79a18533-c706-4df7-8df7-a242f57e99b5","block_type":"box","text":"will not have to pay for those products and services itself.","page_number":56,"box":{"x":59,"y":346,"width":400,"height":13}},{"id":"e74c3410-8352-4193-94e5-6b56480f1260","block_type":"box","text":"BlackRock, unless prohibited by applicable law, may endeavor to execute trades through brokers who, pursuant to such","page_number":56,"box":{"x":60,"y":373,"width":833,"height":12}},{"id":"0d7fd446-1a58-40d0-876d-51666cea108d","block_type":"box","text":"arrangements, provide research or other services in order to ensure the continued receipt of research or other services","page_number":56,"box":{"x":59,"y":388,"width":827,"height":12}},{"id":"9f8544c5-0616-4c47-bd6b-ab6fda65070d","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":56,"box":{"x":60,"y":403,"width":844,"height":12}},{"id":"e1ed1bfb-1961-48bc-a4a2-04a86142e13d","block_type":"box","text":"engage in the above described arrangements to varying degrees. BlackRock, unless prohibited by applicable law, may also","page_number":56,"box":{"x":59,"y":418,"width":851,"height":12}},{"id":"20d766b5-4617-474a-a5a2-093429a0f66d","block_type":"box","text":"enter into commission sharing arrangements under which BlackRock may execute transactions through a broker-dealer and","page_number":56,"box":{"x":59,"y":433,"width":871,"height":13}},{"id":"4e6e1384-b27a-4323-b66a-8d889f368b99","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":56,"box":{"x":60,"y":448,"width":844,"height":13}},{"id":"30ad65ba-3b36-4cf1-b214-56e6dad03472","block_type":"box","text":"research to BlackRock. To the extent that BlackRock engages in commission sharing arrangements, many of the same","page_number":56,"box":{"x":60,"y":463,"width":825,"height":13}},{"id":"5e313736-48fd-482a-93a0-4b2fa879a6d7","block_type":"box","text":"conflicts related to traditional soft dollars may exist.","page_number":56,"box":{"x":59,"y":479,"width":361,"height":12}},{"id":"1c62e768-317e-4eaa-b7d4-dab214aa36a4","block_type":"box","text":"BlackRock may utilize certain electronic crossing networks (“ECNs”) (including, without limitation, ECNs in which BlackRock","page_number":56,"box":{"x":60,"y":505,"width":868,"height":12}},{"id":"c7cb1da6-661f-4990-8480-f4cebcde572e","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":56,"box":{"x":60,"y":520,"width":862,"height":12}},{"id":"7d268b1e-89f7-40db-9904-1121855f07eb","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":56,"box":{"x":59,"y":535,"width":846,"height":13}},{"id":"777db55c-1f1c-48e9-8526-ca0fe3b97733","block_type":"box","text":"transaction fees, which are similar to commissions or markups/markdowns, will generally be charged to clients and, like","page_number":56,"box":{"x":59,"y":550,"width":842,"height":13}},{"id":"a5f38592-536d-4909-aaf9-f02858f1c83e","block_type":"box","text":"commissions and markups/markdowns, would generally be included in the cost of the securities purchased. Access fees","page_number":56,"box":{"x":59,"y":566,"width":846,"height":12}},{"id":"24e1216b-84b3-4efd-bb8f-72d4b2743542","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":56,"box":{"x":60,"y":581,"width":871,"height":12}},{"id":"a016801f-9c85-459d-ae7b-92b9447e5ca5","block_type":"box","text":"Funds. In certain circumstances, ECNs may offer volume discounts that will reduce the access fees typically paid by","page_number":56,"box":{"x":60,"y":596,"width":805,"height":12}},{"id":"9179e4f0-8ba9-4af4-8f42-c6a681da669b","block_type":"box","text":"BlackRock. BlackRock will only utilize ECNs consistent with its obligation to seek to obtain best execution in client","page_number":56,"box":{"x":60,"y":611,"width":793,"height":12}},{"id":"c7b77003-f0d7-4f98-b020-889a81f93d1c","block_type":"box","text":"transactions.","page_number":56,"box":{"x":59,"y":627,"width":89,"height":9}},{"id":"852bde86-9cd0-48a6-87ab-07cd364158e7","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":56,"box":{"x":60,"y":652,"width":821,"height":13}},{"id":"ea3cb864-0b84-4976-8516-f2875d9ca681","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":56,"box":{"x":59,"y":668,"width":859,"height":12}},{"id":"5a21feea-35bc-4c30-bad3-5013f5ef4c80","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":56,"box":{"x":59,"y":683,"width":870,"height":12}},{"id":"77226ace-45bc-463f-9044-a724becb094f","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":56,"box":{"x":60,"y":698,"width":810,"height":12}},{"id":"86721af9-ec9d-423d-a011-07e167232482","block_type":"box","text":"BlackRock has adopted policies and procedures designed to prevent conflicts of interest from influencing proxy voting","page_number":56,"box":{"x":60,"y":724,"width":825,"height":13}},{"id":"15de7b49-f7e1-4b47-8e31-d44ce58c3c5d","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":56,"box":{"x":59,"y":739,"width":872,"height":13}},{"id":"c7b8ee39-b0d2-4bb0-b3fe-8858ad4ce6a4","block_type":"box","text":"accordance with BlackRock’s fiduciary obligations to its clients. Nevertheless, notwithstanding such proxy voting policies and","page_number":56,"box":{"x":59,"y":754,"width":876,"height":13}},{"id":"ff72cef4-9668-4449-81b7-cb3200fb604c","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":56,"box":{"x":59,"y":770,"width":824,"height":12}},{"id":"8c0404fd-ccf1-4d6e-8888-809ed9f7e268","block_type":"box","text":"businesses of other divisions or units of BlackRock, provided that BlackRock believes such voting decisions to be in","page_number":56,"box":{"x":60,"y":785,"width":801,"height":12}},{"id":"3299bf74-09c3-4c6f-9f99-71d9512748fd","block_type":"box","text":"accordance with its fiduciary obligations. For a more detailed discussion of these policies and procedures, see “Proxy Voting","page_number":56,"box":{"x":59,"y":800,"width":866,"height":12}},{"id":"e2fdcd08-adad-4b59-a30e-f428aa173d25","block_type":"box","text":"Policies.”","page_number":56,"box":{"x":60,"y":815,"width":60,"height":10}},{"id":"a68d2ef1-1c39-426d-82f9-5b92c186b59a","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":56,"box":{"x":60,"y":841,"width":819,"height":13}},{"id":"2caf6d1d-3d59-49d6-af1b-a9d1f3813e59","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":56,"box":{"x":60,"y":857,"width":874,"height":12}},{"id":"dcd7a67b-454e-424f-a102-675648f0edf6","block_type":"box","text":"assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce","page_number":56,"box":{"x":59,"y":872,"width":861,"height":12}},{"id":"92a2951a-db68-4761-a0c7-57b2b0dbf3b7","block_type":"box","text":"the Fund’s expense ratio.","page_number":56,"box":{"x":59,"y":887,"width":174,"height":12}},{"id":"0571c354-e11b-4959-bea8-b35a0e543e91","block_type":"box","text":"39","page_number":56,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"7cc45b89-fb92-4541-b514-f0c98080eced","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":57,"box":{"x":60,"y":67,"width":854,"height":12}},{"id":"a2bf77bf-5d8c-4cce-acb9-4569ca25d1a8","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":57,"box":{"x":59,"y":82,"width":840,"height":12}},{"id":"8461690d-2039-477f-8d5f-85a3e3f78714","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":57,"box":{"x":59,"y":97,"width":856,"height":12}},{"id":"f6c631fc-c8d3-4a9c-b572-138f2780bfff","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":57,"box":{"x":59,"y":112,"width":822,"height":12}},{"id":"4f7f173e-bb1c-4789-a2ff-8f0394b2dd97","block_type":"box","text":"liquidity, investment flexibility, portfolio diversification, expense ratio or ability to comply with the listing requirements for the","page_number":57,"box":{"x":60,"y":127,"width":871,"height":12}},{"id":"14b7b081-7c16-4a2d-988d-eddce8157182","block_type":"box","text":"Fund.","page_number":57,"box":{"x":60,"y":142,"width":37,"height":10}},{"id":"7506e209-cb0a-4dc7-9cb1-8dfced56b6f7","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":57,"box":{"x":60,"y":169,"width":828,"height":12}},{"id":"23ea3bf7-aba8-480a-8091-634bccff753c","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":57,"box":{"x":59,"y":184,"width":858,"height":12}},{"id":"f6065f12-d89b-4274-bcad-e09eb55f7b62","block_type":"box","text":"entities for which BlackRock provides and is compensated for cash management services relating to the proceeds from the","page_number":57,"box":{"x":59,"y":199,"width":861,"height":12}},{"id":"29e15951-3e1a-4c16-8f7d-803d0474998f","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":57,"box":{"x":59,"y":214,"width":870,"height":12}},{"id":"c02c2089-bc02-483f-befb-1aa898366f32","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":57,"box":{"x":59,"y":229,"width":840,"height":12}},{"id":"0943e236-c486-46f5-bfd0-d6ed9683c9fa","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":57,"box":{"x":59,"y":244,"width":860,"height":13}},{"id":"7c45a34a-3bf2-432c-8737-9c7abaa08d7a","block_type":"box","text":"engage in transactions with companies in which BlackRock-advised funds or other clients of BlackRock have an investment.","page_number":57,"box":{"x":59,"y":259,"width":867,"height":13}},{"id":"1412cf79-a8cf-4ec8-a30f-ac7e4a7fd661","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":57,"box":{"x":60,"y":286,"width":855,"height":12}},{"id":"d42896e1-95a7-4d72-bb80-b3df73cabdd6","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":57,"box":{"x":60,"y":301,"width":849,"height":12}},{"id":"4e1d7bd6-d861-4a52-bc41-dcf67d1667b0","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":57,"box":{"x":59,"y":316,"width":863,"height":12}},{"id":"9465edd1-f2a7-4a1f-96a8-044a82362ffc","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":57,"box":{"x":59,"y":331,"width":860,"height":13}},{"id":"14baf304-2ad7-4f76-bc06-5344e083149d","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":57,"box":{"x":59,"y":346,"width":849,"height":13}},{"id":"80e5112a-c6ae-4545-a36e-46eb270bab6a","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":57,"box":{"x":59,"y":361,"width":872,"height":13}},{"id":"fc84bd52-f479-4a96-a702-6eee73414cb2","block_type":"box","text":"products or services, and the remuneration and profitability to BlackRock and such personnel resulting from transactions on","page_number":57,"box":{"x":59,"y":377,"width":869,"height":12}},{"id":"48284bc9-a886-4e75-b944-038bdd9cbf62","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":57,"box":{"x":60,"y":392,"width":865,"height":12}},{"id":"66e1465b-43cd-4024-a712-51c4503b505d","block_type":"box","text":"products.","page_number":57,"box":{"x":59,"y":407,"width":65,"height":12}},{"id":"60e52903-7349-4d30-9cf8-4c114c415550","block_type":"box","text":"Third parties, including service providers to BlackRock or the Fund, may sponsor events (including, but not limited to,","page_number":57,"box":{"x":59,"y":433,"width":820,"height":13}},{"id":"fe2424b1-b8f4-4656-99ec-c0ecdee96e61","block_type":"box","text":"marketing and promotional activities and presentations, educational training programs and conferences) for registered","page_number":57,"box":{"x":60,"y":448,"width":832,"height":13}},{"id":"6a00c6e4-a8ca-4bda-bb94-74765aecbe9b","block_type":"box","text":"representatives, other professionals and individual investors. There is a potential conflict of interest as such sponsorships","page_number":57,"box":{"x":60,"y":463,"width":845,"height":13}},{"id":"3308881a-c8e4-48a5-852a-84ac4dfa11f4","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":57,"box":{"x":60,"y":479,"width":876,"height":12}},{"id":"5c61eb30-f1b0-416f-b60b-46a2a2e9059c","block_type":"box","text":"provide services to the Fund.","page_number":57,"box":{"x":59,"y":494,"width":200,"height":12}},{"id":"bd91fe41-a569-4be3-8954-75cbcb4a6880","block_type":"box","text":"BlackRock may provide valuation assistance to certain clients with respect to certain securities or other investments and the","page_number":57,"box":{"x":60,"y":520,"width":867,"height":12}},{"id":"6e9a86ba-c0ff-47c0-a56c-1b50a6b50932","block_type":"box","text":"valuation recommendations made for such clients’ accounts may differ from the valuations for the same securities or","page_number":57,"box":{"x":59,"y":535,"width":821,"height":13}},{"id":"7b5987e2-eaab-41f3-ac23-10ff0e00b6d5","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":57,"box":{"x":60,"y":550,"width":854,"height":13}},{"id":"8f1d00d1-7a62-4175-8854-4f9578740f7b","block_type":"box","text":"data sources unavailable to the Fund’s pricing vendors. While BlackRock will generally communicate its valuation information","page_number":57,"box":{"x":59,"y":566,"width":877,"height":12}},{"id":"a8dcd701-abff-4d33-9150-51cf0e3c3bb6","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":57,"box":{"x":59,"y":581,"width":849,"height":12}},{"id":"224550f1-01e7-48dd-bddf-3ab0e9d2f1b8","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":57,"box":{"x":59,"y":596,"width":821,"height":12}},{"id":"19c4fc77-4410-40dc-9de7-745e35c434cb","block_type":"box","text":"security or investment determined or recommended by BlackRock.","page_number":57,"box":{"x":59,"y":611,"width":466,"height":12}},{"id":"0eb06676-7902-4d5a-ad15-4263eadef440","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":57,"box":{"x":59,"y":637,"width":816,"height":13}},{"id":"80f55dcc-8726-4162-884a-a47a684087b0","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":57,"box":{"x":59,"y":652,"width":869,"height":13}},{"id":"74d6dc44-cd9b-42d6-b792-a394bada1ce7","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":57,"box":{"x":60,"y":668,"width":851,"height":12}},{"id":"fb65d7c2-4d1b-4128-a4f1-995499e22880","block_type":"box","text":"through BlackRock’s Rule 2a-5 Committee (the “2a-5 Committee”), with assistance from other BlackRock pricing committees","page_number":57,"box":{"x":59,"y":683,"width":879,"height":12}},{"id":"94fa94d9-57dc-41b2-ad50-516bbfe80f86","block_type":"box","text":"and in accordance with BlackRock’s policies and procedures (the “Valuation Procedures”). When determining a “fair value","page_number":57,"box":{"x":59,"y":698,"width":854,"height":12}},{"id":"dd5aa3b1-e2c0-4736-b90a-74337c4ac5b9","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":57,"box":{"x":59,"y":713,"width":878,"height":12}},{"id":"c10a22ae-40d0-4f92-9918-0b7f8593be0c","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":57,"box":{"x":59,"y":728,"width":844,"height":12}},{"id":"08f9313b-22d5-4c0b-954f-656972880cbc","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":57,"box":{"x":60,"y":743,"width":863,"height":12}},{"id":"248ddc65-8f27-4c2a-ab30-759aa0059a86","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":57,"box":{"x":59,"y":758,"width":835,"height":13}},{"id":"69143630-7dff-4ea4-bc87-4dc9c74108a7","block_type":"box","text":"determination, and may be based on analytical values determined by BlackRock using proprietary or third party valuation","page_number":57,"box":{"x":59,"y":773,"width":846,"height":13}},{"id":"84ab29ac-7052-4b19-b115-ab24cc29aa93","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":57,"box":{"x":60,"y":788,"width":876,"height":13}},{"id":"9f6dc1ab-c344-474a-a1b5-ffdbf5cd3246","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":57,"box":{"x":59,"y":804,"width":843,"height":12}},{"id":"65d3c5bc-2527-466d-8688-68efa6f0789a","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":57,"box":{"x":59,"y":819,"width":865,"height":12}},{"id":"f24a9162-3845-4f73-8df3-2d03eb6a4a4b","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":57,"box":{"x":60,"y":834,"width":873,"height":12}},{"id":"d963b6ad-87a1-4ce4-851b-1b2c749ad3df","block_type":"box","text":"diluting or increasing the economic interest of existing shareholders and may affect the amount of revenue received by","page_number":57,"box":{"x":59,"y":849,"width":832,"height":12}},{"id":"b6ed8dc1-234f-402c-bf19-e1ac1931cfc3","block_type":"box","text":"BlackRock with respect to services for which it receives an asset-based fee.","page_number":57,"box":{"x":60,"y":864,"width":522,"height":12}},{"id":"098d42cc-2692-48e6-8af6-ff1cc312041f","block_type":"box","text":"40","page_number":57,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"70345da9-060b-451c-9a6b-e5fffcd43a40","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":58,"box":{"x":59,"y":67,"width":847,"height":12}},{"id":"810ac2a7-c5a2-4227-a8c3-b072de4c7026","block_type":"box","text":"market fund or similarly-managed private fund advised or managed by BlackRock. In connection with any such investments,","page_number":58,"box":{"x":60,"y":82,"width":870,"height":12}},{"id":"bbd9a3ad-86f0-47ff-909f-031f7d42b2f2","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":58,"box":{"x":59,"y":97,"width":857,"height":12}},{"id":"5c81a9cf-5219-44c6-8af1-62ec0d497832","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":58,"box":{"x":59,"y":112,"width":832,"height":12}},{"id":"b3908945-0401-4b32-b4b5-ba275bedc8f0","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":58,"box":{"x":60,"y":138,"width":866,"height":13}},{"id":"9c8d2044-ce80-4ebc-9bde-356d9b0f070b","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":58,"box":{"x":59,"y":154,"width":865,"height":12}},{"id":"be2cdd04-bcd8-4d3c-8cb8-8d0d4ca7934f","block_type":"box","text":"investment strategies or constraints, positions may be taken by directors, officers and employees of BlackRock that are the","page_number":58,"box":{"x":60,"y":169,"width":855,"height":12}},{"id":"ab8b88b8-141c-42c4-a277-722b4d04bc4c","block_type":"box","text":"same, different from or made at different times than positions taken for the Fund. 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From time to time, the activities of a Fund may be restricted because of regulatory requirements applicable to","page_number":58,"box":{"x":59,"y":377,"width":840,"height":12}},{"id":"1bd13f09-4fed-43d9-82dc-b6b32ff050af","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":58,"box":{"x":60,"y":392,"width":869,"height":12}},{"id":"77ce353f-0f72-4915-a5a1-c2281c433c0e","block_type":"box","text":"requirements. A client not advised by BlackRock would not be subject to some of those considerations. 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Similar situations could arise if personnel of","page_number":58,"box":{"x":155,"y":497,"width":736,"height":13}},{"id":"e3c39b1a-ce4c-4266-9477-66e82e430320","block_type":"box","text":"BlackRock serve as directors of companies the securities of which the Funds wish to purchase or sell. 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Certain BlackRock advisory personnel","page_number":58,"box":{"x":60,"y":615,"width":877,"height":12}},{"id":"bd01df25-7f40-47c9-9131-78c185cf0e39","block_type":"box","text":"may take views, and make decisions or recommendations, that are different than or opposite those of other BlackRock","page_number":58,"box":{"x":60,"y":630,"width":828,"height":12}},{"id":"b195ac98-ea13-46cf-87ac-3e9a0fa02e73","block_type":"box","text":"advisory personnel. Certain portfolio management teams within BlackRock may make decisions or take (or refrain from","page_number":58,"box":{"x":59,"y":645,"width":835,"height":12}},{"id":"53b2f89d-21e4-41ed-8046-fd8cb6a6f214","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":58,"box":{"x":59,"y":660,"width":870,"height":12}},{"id":"2cfc029c-4a38-4196-997c-a85574a9f0db","block_type":"box","text":"taken (or not taken) by the Funds’ portfolio management teams. The various portfolio management teams may not share","page_number":58,"box":{"x":59,"y":675,"width":852,"height":12}},{"id":"0186a30f-6017-49c3-8560-d1786d403ed4","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":58,"box":{"x":60,"y":690,"width":843,"height":13}},{"id":"8630398f-834b-4df2-b4c4-e19c5ba79250","block_type":"box","text":"obligation or other duty to do so.","page_number":58,"box":{"x":59,"y":705,"width":230,"height":13}},{"id":"bd85b2c7-13fd-492b-9ab1-d2b17a3962e0","block_type":"box","text":"BlackRock has established certain information barriers and other policies to address the sharing of information between","page_number":58,"box":{"x":60,"y":732,"width":838,"height":12}},{"id":"8badb493-f78a-4b96-aa37-2a46ce6373f2","block_type":"box","text":"different businesses within BlackRock, including, effective on or about January 21, 2025, with respect to personnel responsible","page_number":58,"box":{"x":59,"y":747,"width":880,"height":12}},{"id":"18f8410e-f8e5-4109-9170-8a9786670feb","block_type":"box","text":"with managing portfolios and voting proxies with respect to certain index equity portfolios versus those responsible for","page_number":58,"box":{"x":59,"y":762,"width":834,"height":12}},{"id":"86e4f829-6904-4cb4-9121-570e349b3ba0","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":58,"box":{"x":60,"y":777,"width":875,"height":13}},{"id":"8f4ee306-c17b-46e0-9770-4e344285fc81","block_type":"box","text":"BlackRock generally will not have access, or will have limited access, to certain information and personnel, including senior","page_number":58,"box":{"x":60,"y":792,"width":858,"height":13}},{"id":"227c62b9-26ae-4782-8440-c5235a8fcf75","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":58,"box":{"x":59,"y":807,"width":875,"height":13}},{"id":"3f8a0965-fed5-474f-a6e8-d727543d611e","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":58,"box":{"x":59,"y":823,"width":842,"height":12}},{"id":"8145530d-812b-4b9f-b868-65edd91dcbf6","block_type":"box","text":"information held by certain areas of BlackRock.","page_number":58,"box":{"x":60,"y":838,"width":327,"height":12}},{"id":"72935485-e7bb-4dab-9aca-aa5c6401cdac","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":58,"box":{"x":60,"y":864,"width":875,"height":12}},{"id":"ab7bd767-5996-46a5-b275-24e331c1a23d","block_type":"box","text":"the other side of the information barrier. In connection therewith, BlackRock personnel, businesses, and business units that","page_number":58,"box":{"x":59,"y":879,"width":862,"height":13}},{"id":"7c787776-f6a2-4aa0-8346-81ba884c1617","block_type":"box","text":"41","page_number":58,"box":{"x":490,"y":916,"width":14,"height":9}},{"id":"2f6f1a7f-3737-4503-98b9-ca951f2a91c6","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":59,"box":{"x":59,"y":67,"width":872,"height":12}},{"id":"ba22295b-69e7-49b1-baf0-4efd7a5b7c35","block_type":"box","text":"they were moved. Information obtained in connection with such changes to information barriers may limit or restrict the","page_number":59,"box":{"x":59,"y":82,"width":844,"height":12}},{"id":"c7a0df59-bd91-44e4-8394-677df78bc16e","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":59,"box":{"x":59,"y":97,"width":840,"height":12}},{"id":"01fdf55a-0f23-461c-a61d-a8323c4cedc6","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":59,"box":{"x":59,"y":112,"width":846,"height":12}},{"id":"993d1ea7-879e-485a-a7bc-eae62e491ab2","block_type":"box","text":"barrier). Information barriers may not have their intended impact due to, for example, changes in applicable law or","page_number":59,"box":{"x":60,"y":127,"width":799,"height":12}},{"id":"48d40714-09f9-4ebd-9fde-f543ea32a8c3","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":59,"box":{"x":60,"y":142,"width":855,"height":13}},{"id":"08240893-411c-4215-81be-5fbf3f350b87","block_type":"box","text":"personnel on the other side of a barrier.","page_number":59,"box":{"x":59,"y":157,"width":275,"height":13}},{"id":"5509c699-8b24-474a-9aa6-d0eeb98229f2","block_type":"box","text":"Although the information barriers are intended to allow for independent portfolio management decision making and proxy","page_number":59,"box":{"x":59,"y":184,"width":860,"height":12}},{"id":"20dc5307-c508-455e-aea2-f58656c23d68","block_type":"box","text":"voting among certain BlackRock businesses, the investment activities of BlackRock for BlackRock clients, as well as","page_number":59,"box":{"x":59,"y":199,"width":803,"height":12}},{"id":"46fb5c62-b180-4da6-993e-5953554d5d8c","block_type":"box","text":"BlackRock’s proprietary accounts, may nonetheless limit the investment strategies and rights of other clients (including the","page_number":59,"box":{"x":60,"y":214,"width":861,"height":12}},{"id":"5b693f3a-1065-4d34-a55a-d526f0269069","block_type":"box","text":"Funds). As BlackRock’s assets under management increases, BlackRock clients may face greater negative impacts due to","page_number":59,"box":{"x":60,"y":229,"width":845,"height":12}},{"id":"e8762103-62c8-4c04-9f51-3da186add1f5","block_type":"box","text":"ownership restrictions and limitations imposed by laws, regulations, rules, regulators, or issuers. 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In light of certain restrictions,","page_number":59,"box":{"x":60,"y":365,"width":812,"height":13}},{"id":"69a34437-2c63-42be-9bf1-fcdd6cd2e145","block_type":"box","text":"BlackRock may also seek to make indirect investments (","page_number":59,"box":{"x":60,"y":380,"width":389,"height":13}},{"id":"b7eee364-cb14-4837-9303-4dafef0adf4f","block_type":"box","text":"e.g","page_number":59,"box":{"x":451,"y":383,"width":20,"height":10}},{"id":"fee3caaa-06ef-48e9-a7e1-2c8b6eae335d","block_type":"box","text":"., using derivatives) on behalf of its clients to receive exposure to","page_number":59,"box":{"x":472,"y":380,"width":450,"height":13}},{"id":"a52049a5-b914-468e-828b-033ba3f77a41","block_type":"box","text":"certain securities in excess of the applicable ownership restrictions and limitations when legally permitted that will expose","page_number":59,"box":{"x":59,"y":395,"width":855,"height":13}},{"id":"e018b2be-8ea3-4030-a2f9-9ba31c186e47","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":59,"box":{"x":59,"y":411,"width":875,"height":12}},{"id":"7af48158-9542-414a-9e49-d13de14ede47","block_type":"box","text":"limited availability of derivatives that provide indirect exposure to an impacted security. In addition, BlackRock clients can be","page_number":59,"box":{"x":60,"y":426,"width":866,"height":12}},{"id":"0bb67f3b-06c1-41ba-a7bd-bb4ddc78c1a3","block_type":"box","text":"subject to more than one ownership limitation depending on each client’s holdings, and each ownership limitation can","page_number":59,"box":{"x":59,"y":441,"width":832,"height":12}},{"id":"5815e472-ff25-492a-b5d4-bb17d1fba57b","block_type":"box","text":"impact multiple securities held by the client. Certain clients or shareholders may have their own overlapping obligations to","page_number":59,"box":{"x":60,"y":456,"width":853,"height":12}},{"id":"18ec809c-5b37-438a-aab2-4f958437edc3","block_type":"box","text":"monitor their compliance with ownership limitations across their investments.","page_number":59,"box":{"x":60,"y":471,"width":546,"height":12}},{"id":"3ff2f8b3-76fd-41f2-be9c-925f62896d0b","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":59,"box":{"x":60,"y":497,"width":858,"height":13}},{"id":"b87d2ada-569a-4ab9-bf6d-3c6cf667b290","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":59,"box":{"x":60,"y":513,"width":877,"height":12}},{"id":"3d39ee80-1693-4ab4-90a2-35a183064bd6","block_type":"box","text":"exercise rights (including voting) or undertake business transactions, may be restricted by law, regulation, rule, or","page_number":59,"box":{"x":59,"y":528,"width":794,"height":12}},{"id":"276e6173-e0dc-456a-a7d1-6f04a1fd204a","block_type":"box","text":"organizational documents or otherwise impaired. For example, to meet the requirements of an ownership limitation or","page_number":59,"box":{"x":59,"y":543,"width":829,"height":12}},{"id":"6c0d9774-6378-498d-a001-06fcb9a836dd","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":59,"box":{"x":60,"y":558,"width":851,"height":12}},{"id":"03730886-b6f6-4314-919d-7f089bb48ad1","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":59,"box":{"x":60,"y":573,"width":876,"height":12}},{"id":"9ec3e6d4-2ad6-4738-9595-5e7bca8deb87","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":59,"box":{"x":60,"y":588,"width":810,"height":13}},{"id":"af4b6c22-206a-4aca-b926-2273ed798d3f","block_type":"box","text":"ownership limitation or restriction because the fund cannot acquire the amount of the impacted security included in its","page_number":59,"box":{"x":59,"y":603,"width":835,"height":13}},{"id":"92f53eda-ea3a-4aaf-aea8-140f7f95b78f","block_type":"box","text":"index. BlackRock on behalf of its clients may limit purchases, sell existing investments, utilize indirect investments, utilize","page_number":59,"box":{"x":60,"y":618,"width":841,"height":13}},{"id":"8ed36324-a73e-4f80-b6c9-72366bf82bfe","block_type":"box","text":"information barriers, or otherwise restrict, forgo, or limit the exercise of rights (including transferring, outsourcing, or limiting","page_number":59,"box":{"x":60,"y":634,"width":873,"height":12}},{"id":"5ae3c93b-0262-4e8a-b708-453419300172","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":59,"box":{"x":59,"y":649,"width":875,"height":12}},{"id":"02db9eb6-dd61-49bd-b63a-578dc0da7b4b","block_type":"box","text":"potential regulatory or other restrictions on ownership or other consequences resulting from reaching investment thresholds.","page_number":59,"box":{"x":59,"y":664,"width":878,"height":12}},{"id":"120e85db-c110-42c2-90d9-0ee2dc90cd0e","block_type":"box","text":"These types of restrictions could negatively impact a client’s performance or ability to meet its investment objective.","page_number":59,"box":{"x":59,"y":679,"width":812,"height":12}},{"id":"92b55897-8503-4bdf-8d36-7ced824ebd5c","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":59,"box":{"x":59,"y":705,"width":866,"height":13}},{"id":"bd449752-6b09-4784-bd98-fd8af4b4d463","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":59,"box":{"x":59,"y":720,"width":840,"height":13}},{"id":"08a2b457-ef93-4c9e-8abf-21b6a4a77529","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":59,"box":{"x":59,"y":736,"width":868,"height":12}},{"id":"6e2da500-9a2a-45a9-ab9f-27020e0b64f3","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":59,"box":{"x":60,"y":751,"width":829,"height":12}},{"id":"e43dcaf3-38a8-40fa-a16d-0e639f9e9398","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":59,"box":{"x":59,"y":766,"width":877,"height":12}},{"id":"3111a6f1-aeb0-43e7-8e99-2d6b29d7ed96","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":59,"box":{"x":59,"y":781,"width":869,"height":12}},{"id":"dffe18f1-3f62-4230-831f-84ee515f96db","block_type":"box","text":"ownership thresholds or limitations must be observed, BlackRock seeks to allocate limited investment opportunities equitably","page_number":59,"box":{"x":59,"y":796,"width":880,"height":12}},{"id":"b029d2ed-85d0-456a-8842-cabf058b70c9","block_type":"box","text":"among clients, taking into consideration benchmark weight and investment strategy. BlackRock may adopt certain controls","page_number":59,"box":{"x":59,"y":811,"width":863,"height":13}},{"id":"25c5455c-df07-4604-b55d-6dc3e430ea08","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":59,"box":{"x":59,"y":826,"width":874,"height":13}},{"id":"06012696-0890-4a10-9b4d-b30bfb22d4d6","block_type":"box","text":"ownership in certain securities nears an applicable threshold, BlackRock may limit additional purchases in such securities or,","page_number":59,"box":{"x":59,"y":841,"width":869,"height":13}},{"id":"a67cb676-ddbe-44f1-843c-c50159546f35","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":59,"box":{"x":59,"y":857,"width":874,"height":12}},{"id":"f6f67f25-e57a-47a5-a88d-1c7c694a02fe","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":59,"box":{"x":59,"y":872,"width":840,"height":12}},{"id":"0a95dac3-1c69-4ff4-9727-ea23da3f3099","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":59,"box":{"x":60,"y":887,"width":871,"height":12}},{"id":"2045b80e-cba8-4d8e-9fed-8a05d241ea3a","block_type":"box","text":"42","page_number":59,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"63b20207-5cc1-4531-aa63-0bbd23957317","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":60,"box":{"x":60,"y":67,"width":817,"height":12}},{"id":"283844dd-72ec-40c9-8564-717320dbb31d","block_type":"box","text":"investments will be sold in a manner that BlackRock deems fair and equitable over time.","page_number":60,"box":{"x":60,"y":82,"width":613,"height":12}},{"id":"b88f1223-2358-4e47-b423-f93a0d8cab60","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":60,"box":{"x":59,"y":108,"width":862,"height":13}},{"id":"a7d654cd-4039-4929-996b-30b3e1af566e","block_type":"box","text":"permission to exceed ownership limitations, it may inadvertently breach a limit or violate the corporate or regulatory","page_number":60,"box":{"x":59,"y":123,"width":815,"height":13}},{"id":"c4397957-90e4-4bcf-89fe-e2a1435c4fc0","block_type":"box","text":"approval, order, consent, relief or non-disapproval that was obtained.","page_number":60,"box":{"x":59,"y":138,"width":481,"height":13}},{"id":"b8fb4e5c-ab57-4c5b-86a2-eb0300cd787c","block_type":"box","text":"In addition to the foregoing, other ownership thresholds may trigger reporting requirements to governmental and regulatory","page_number":60,"box":{"x":60,"y":165,"width":872,"height":12}},{"id":"64dd1233-a20b-44cf-9438-be84efbd1fed","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":60,"box":{"x":59,"y":180,"width":879,"height":12}},{"id":"2c07dfa0-8c82-441a-99ad-4c20f1003bbe","block_type":"box","text":"to such security or asset.","page_number":60,"box":{"x":59,"y":195,"width":173,"height":12}},{"id":"227fd5f6-0504-4f5f-b417-fe266dd3d56d","block_type":"box","text":"BlackRock may not serve as an Authorized Participant in the creation and redemption of iShares ETFs.","page_number":60,"box":{"x":60,"y":222,"width":710,"height":12}},{"id":"5b1168fe-f570-4524-89fc-460e057fceea","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":60,"box":{"x":60,"y":248,"width":867,"height":12}},{"id":"04d46394-3fa2-4fdc-be1d-61132ce7bd74","block_type":"box","text":"processing, Authorized Participant communications, and related services in connection with the issuance and redemption of","page_number":60,"box":{"x":59,"y":263,"width":873,"height":12}},{"id":"4d140be8-a508-4396-917b-f11971911c00","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":60,"box":{"x":59,"y":278,"width":832,"height":13}},{"id":"61e2dac7-1ef3-4b9a-b81f-4aca3581addd","block_type":"box","text":"certain ETF Services. BRIL retains a portion of the standard transaction fee received from Authorized Participants on each","page_number":60,"box":{"x":59,"y":293,"width":846,"height":13}},{"id":"91eecb5a-69c7-4638-9dfd-d139edb63c4d","block_type":"box","text":"creation or redemption order from the Authorized Participant for the ETF Services provided. BlackRock collaborated with, and","page_number":60,"box":{"x":59,"y":308,"width":877,"height":13}},{"id":"b6441ef4-2830-44c2-86fb-1b3bb49e50b1","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":60,"box":{"x":60,"y":324,"width":874,"height":12}},{"id":"6d32ba41-77bb-47b6-8409-09ed78d929af","block_type":"box","text":"time may develop, additional relationships with BlackRock or funds managed by BFA and its affiliates.","page_number":60,"box":{"x":59,"y":339,"width":708,"height":12}},{"id":"ee98b5e2-605f-4aa1-85e2-af324b47d882","block_type":"box","text":"In order to defray transaction expenses and protect against possible shareholder dilution, the Fund may collect certain fees","page_number":60,"box":{"x":60,"y":365,"width":859,"height":13}},{"id":"03442044-c456-4f9f-9bc4-d80c7da2800c","block_type":"box","text":"from Authorized Participants in connection with cash substitutions for creation and redemption transactions. While","page_number":60,"box":{"x":59,"y":380,"width":809,"height":13}},{"id":"d4e89096-b384-4b86-9737-fecec3b1e85b","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":60,"box":{"x":60,"y":395,"width":876,"height":13}},{"id":"a4641dde-3d89-4543-b8aa-1fd4bfc2a0b5","block_type":"box","text":"related to creation and redemption activity, BlackRock may have incentives to improve Fund performance through the","page_number":60,"box":{"x":60,"y":411,"width":823,"height":12}},{"id":"6d2958c2-5162-4825-a861-4aca65184144","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":60,"box":{"x":59,"y":426,"width":870,"height":12}},{"id":"98170dd7-ee88-4473-9463-96a40037583b","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":60,"box":{"x":59,"y":441,"width":870,"height":12}},{"id":"97ed4108-967b-499d-a383-e29b5fd3fd04","block_type":"box","text":"oversee the determination of these estimates in an effort to mitigate this conflict.","page_number":60,"box":{"x":59,"y":456,"width":566,"height":12}},{"id":"f47eb2d7-2198-4b3a-a864-6c3972377484","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":60,"box":{"x":60,"y":482,"width":877,"height":13}},{"id":"a06db64f-9a64-40bc-b28a-90bbafddb638","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":60,"box":{"x":59,"y":497,"width":860,"height":13}},{"id":"3dd8deae-ea9f-4244-b400-3ad181520354","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":60,"box":{"x":59,"y":513,"width":861,"height":12}},{"id":"e4b6a273-a837-4530-aa1a-48f7383e62d2","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":60,"box":{"x":60,"y":588,"width":852,"height":13}},{"id":"5c0fefe5-fdd7-4259-ac9d-ef419dad695c","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":60,"box":{"x":59,"y":603,"width":875,"height":13}},{"id":"b6cd18cc-2c31-4cde-9b3e-83285126462c","block_type":"box","text":"BlackRock may enter into contractual arrangements with third-party service providers to a Fund (","page_number":60,"box":{"x":60,"y":630,"width":681,"height":12}},{"id":"f9eaf262-5931-425a-bfe4-c985cefeb32a","block_type":"box","text":"e.g","page_number":60,"box":{"x":742,"y":633,"width":20,"height":9}},{"id":"146052a8-8eaf-474e-b3db-ffbe7d41299e","block_type":"box","text":"., custodians,","page_number":60,"box":{"x":763,"y":630,"width":90,"height":11}},{"id":"5d49098d-4bfd-4705-a5ff-9ed1195feeb7","block_type":"box","text":"administrators and index providers) pursuant to which BlackRock receives fee discounts or concessions in recognition of","page_number":60,"box":{"x":59,"y":645,"width":847,"height":12}},{"id":"1afbf7c4-b13f-4785-b022-4ec023e57cca","block_type":"box","text":"BlackRock’s overall relationship with such service providers. BlackRock may also enter into contractual arrangements with","page_number":60,"box":{"x":60,"y":660,"width":852,"height":12}},{"id":"a08692e9-a340-40ec-8dd5-d3dd87351f2a","block_type":"box","text":"such service providers pursuant to which BlackRock incurs additional costs if the service provider’s services are terminated","page_number":60,"box":{"x":59,"y":675,"width":859,"height":12}},{"id":"82be7948-aaac-41be-ab09-b000c898a1c3","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":60,"box":{"x":59,"y":690,"width":866,"height":13}},{"id":"fcb2eabc-4e3e-469c-9441-4f99ef7512f9","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":60,"box":{"x":59,"y":705,"width":874,"height":13}},{"id":"828248ad-2993-4454-9d77-cd34735a9135","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":60,"box":{"x":60,"y":720,"width":825,"height":13}},{"id":"3c1809f3-11b4-460c-8daf-45c1b4fc3ba6","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":60,"box":{"x":59,"y":736,"width":843,"height":12}},{"id":"247557fb-d300-4ce0-8967-941c5a62e995","block_type":"box","text":"service providers to a Fund, or the selection of such providers, particularly in circumstances where BlackRock is negotiating","page_number":60,"box":{"x":59,"y":751,"width":862,"height":12}},{"id":"26195167-7ff3-4308-8303-bf2355780655","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":60,"box":{"x":59,"y":766,"width":820,"height":12}},{"id":"c43e8c12-19df-4744-b26a-2f9107b58972","block_type":"box","text":"different fee structures.","page_number":60,"box":{"x":59,"y":781,"width":161,"height":10}},{"id":"68d26322-8ecb-49d8-ba7d-e6065dd0aba1","block_type":"box","text":"Conflicts of interest may arise as a result of simultaneous investment management of multiple client accounts by the","page_number":60,"box":{"x":59,"y":807,"width":818,"height":13}},{"id":"86847012-a936-4f7a-9687-7526ff8590be","block_type":"box","text":"BlackRock’s investment professionals. For example, differences in the advisory fee structure may create the appearance of","page_number":60,"box":{"x":60,"y":823,"width":852,"height":12}},{"id":"dfd9110d-6874-463b-9962-5f5147637cf7","block_type":"box","text":"actual or potential conflicts of interest because such differences could create pecuniary incentives for BlackRock to favor one","page_number":60,"box":{"x":59,"y":838,"width":873,"height":12}},{"id":"fda6bdf9-f7ca-480f-83e1-dd94112d0955","block_type":"box","text":"client account over another.","page_number":60,"box":{"x":59,"y":853,"width":194,"height":9}},{"id":"8031a2cf-62cd-42a1-a7a8-d004cb1ba9fd","block_type":"box","text":"43","page_number":60,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"89cb55e0-b779-4ace-a7bc-448334acba22","block_type":"box","text":"BlackRock owns or has an ownership interest in certain trading, portfolio management, operations and/ or information","page_number":61,"box":{"x":60,"y":67,"width":833,"height":12}},{"id":"de5cd8ab-6556-43f1-ad1b-6e4c2567ff1c","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":61,"box":{"x":59,"y":82,"width":877,"height":12}},{"id":"5d245a6e-ae50-4db5-aadd-05261d2eb93d","block_type":"box","text":"provision of services to accounts managed by BlackRock and funds managed and sponsored by BlackRock, including the","page_number":61,"box":{"x":59,"y":97,"width":846,"height":12}},{"id":"8a570cc3-ce29-4721-a1a8-819ad3a31a56","block_type":"box","text":"Funds, that engage the service provider (typically the custodian). A Fund’s service provider remunerates BlackRock for the","page_number":61,"box":{"x":60,"y":112,"width":853,"height":12}},{"id":"fcd3b486-7d91-48c8-a5cc-ad17efce6fa0","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":61,"box":{"x":60,"y":127,"width":807,"height":12}},{"id":"45d03a20-b29c-4e5f-aed2-189d6fa0ce9e","block_type":"box","text":"profitability of BlackRock.","page_number":61,"box":{"x":59,"y":142,"width":177,"height":13}},{"id":"dd7172d7-f9d0-4620-8f06-26db64373bde","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":61,"box":{"x":60,"y":169,"width":863,"height":12}},{"id":"9f65fdb7-67c5-429b-827d-d816255a1695","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":61,"box":{"x":59,"y":184,"width":811,"height":12}},{"id":"f6cd5131-a886-4fab-ad70-8d6c06e65f96","block_type":"box","text":"In recognition of a BlackRock client’s overall relationship with BlackRock, BlackRock may offer special pricing arrangements","page_number":61,"box":{"x":60,"y":210,"width":861,"height":13}},{"id":"34873cf4-1e7d-46ee-a066-a90206884e6d","block_type":"box","text":"for certain services provided by BlackRock. Any such special pricing arrangements will not affect Fund fees and expenses","page_number":61,"box":{"x":59,"y":225,"width":845,"height":13}},{"id":"a474a2a3-20c7-4444-9aca-8d989acf3a3a","block_type":"box","text":"applicable to such client’s investment in a Fund.","page_number":61,"box":{"x":59,"y":240,"width":335,"height":13}},{"id":"2064d35e-e350-491a-9f80-9a60da9649d4","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":61,"box":{"x":60,"y":267,"width":838,"height":12}},{"id":"83168509-b6b1-4105-a6fc-21a3cba29244","block_type":"box","text":"section, may give rise to additional conflicts of interest.","page_number":61,"box":{"x":59,"y":282,"width":384,"height":12}},{"id":"5530d095-80f4-4217-94e7-9bf406a5f5b0","block_type":"box","text":"Investment Advisory, Administrative and","page_number":61,"box":{"x":62,"y":313,"width":676,"height":29}},{"id":"61d428af-b32c-4506-8761-3d404d49c362","block_type":"box","text":"Distribution Services","page_number":61,"box":{"x":62,"y":343,"width":342,"height":23}},{"id":"9eb5d39f-9d04-421e-904e-dd039efc8905","block_type":"box","text":"Investment Adviser.","page_number":61,"box":{"x":60,"y":384,"width":140,"height":10}},{"id":"1adaaf03-bd1a-4094-810e-98f6f53b4069","block_type":"box","text":"BFA serves as investment adviser to the Fund pursuant to an investment advisory agreement between","page_number":61,"box":{"x":210,"y":384,"width":712,"height":12}},{"id":"eb2e0426-457c-4130-a72b-2827f3841b0e","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":61,"box":{"x":59,"y":399,"width":877,"height":13}},{"id":"917e3633-acfa-4627-b4b4-31a148b5516e","block_type":"box","text":"is registered as an investment adviser under the Investment Advisers Act of 1940, as amended. Under the investment","page_number":61,"box":{"x":60,"y":414,"width":819,"height":13}},{"id":"9e341396-7d24-4fcd-8d70-11e7d509b94b","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":61,"box":{"x":59,"y":429,"width":875,"height":13}},{"id":"3a87a84f-63c6-43cd-acf7-8833487a46f7","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":61,"box":{"x":60,"y":445,"width":871,"height":12}},{"id":"2dda2c22-ba81-4eda-8d19-1494acdf0ce3","block_type":"box","text":"decisions for the Fund.","page_number":61,"box":{"x":59,"y":460,"width":158,"height":9}},{"id":"f7827807-b883-498f-af34-47a51951ab8a","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":61,"box":{"x":60,"y":486,"width":876,"height":12}},{"id":"048b65e5-1746-47be-b7bb-839e34887011","block_type":"box","text":"by applicable law, appoint one or more sub-advisers, including, without limitation, affiliates of BFA, to perform investment","page_number":61,"box":{"x":60,"y":501,"width":850,"height":13}},{"id":"2a2f1fbc-8517-435f-a586-4af84663eb89","block_type":"box","text":"advisory or other services with respect to the Fund. 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The contractual waiver may be","page_number":62,"box":{"x":103,"y":276,"width":809,"height":10}},{"id":"3108b019-c960-40df-b721-dbddae3eab38","block_type":"box","text":"terminated prior to February 28, 2031 only upon written agreement of the Trust and BFA.","page_number":62,"box":{"x":103,"y":289,"width":498,"height":10}},{"id":"698a8a10-ee7e-42b7-82f0-cfa505c1969f","block_type":"box","text":"The investment advisory agreement with respect to the Fund continues in effect for two years from its effective date, and","page_number":62,"box":{"x":59,"y":312,"width":847,"height":13}},{"id":"c622cb1e-d03d-4620-b55d-794ca9545dba","block_type":"box","text":"thereafter is subject to annual approval by (i) the Board, or (ii) the vote of a majority of the outstanding voting securities (as","page_number":62,"box":{"x":59,"y":327,"width":864,"height":13}},{"id":"916f820c-2864-44f4-bf12-d76125ccca6c","block_type":"box","text":"defined in the 1940 Act) of the Fund, provided that in either event such continuance also is approved by a majority of the","page_number":62,"box":{"x":59,"y":343,"width":847,"height":12}},{"id":"7e0ff38d-b656-4d79-a462-23af92456d77","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":62,"box":{"x":60,"y":358,"width":821,"height":12}},{"id":"23de8e3e-f728-4120-96cd-14c5a7e4b12b","block_type":"box","text":"meeting called for the purpose of voting on such approval.","page_number":62,"box":{"x":60,"y":373,"width":408,"height":12}},{"id":"308a5a7b-157d-4f19-8a0a-f7b048091fde","block_type":"box","text":"The investment advisory agreement with respect to the Fund is terminable without penalty, on 60 days’ notice, by the Board","page_number":62,"box":{"x":59,"y":399,"width":867,"height":13}},{"id":"092020c4-ee65-47a6-b6b6-a88a68ae0dcc","block_type":"box","text":"or by a vote of the holders of a majority of the Fund’s outstanding voting securities (as defined in the 1940 Act). 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For example, under certain circumstances, an investment opportunity may be restricted due to limited supply in","page_number":62,"box":{"x":59,"y":853,"width":854,"height":12}},{"id":"1b4ada11-2066-4973-a173-2066e3a26044","block_type":"box","text":"the market, legal constraints or other factors, in which event the investment opportunity will be allocated equitably among","page_number":62,"box":{"x":59,"y":868,"width":858,"height":12}},{"id":"62b33942-464f-4d7b-a190-d4c99fdbf3e4","block_type":"box","text":"those portfolios and accounts, including the Fund, seeking such investment opportunity. As a consequence, from time to","page_number":62,"box":{"x":59,"y":883,"width":847,"height":12}},{"id":"f433973a-88bf-4a1f-a41e-85f9ede7783b","block_type":"box","text":"45","page_number":62,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"04568c3e-e71a-4122-85c5-26d682b4cc49","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":63,"box":{"x":59,"y":67,"width":876,"height":12}},{"id":"bdb1bf2a-fb18-4a10-b9b5-a55ad250c3ab","block_type":"box","text":"BFA and its affiliates did not manage other portfolios or accounts.","page_number":63,"box":{"x":60,"y":82,"width":458,"height":12}},{"id":"8a1d41e3-d462-43ce-8f17-8ae27e2a88a3","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":63,"box":{"x":60,"y":108,"width":868,"height":13}},{"id":"b918dd4c-7d41-4b82-8a12-ab4537e99ba6","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":63,"box":{"x":59,"y":123,"width":866,"height":13}},{"id":"bcd0c8c8-2b74-4511-95e8-b0b61f6c6650","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":63,"box":{"x":60,"y":138,"width":845,"height":13}},{"id":"59c05f4a-4040-4894-abb1-5c8ee05d54c2","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":63,"box":{"x":59,"y":154,"width":867,"height":12}},{"id":"b4358c75-6468-4cf2-8a62-99038017e21c","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":63,"box":{"x":59,"y":169,"width":835,"height":12}},{"id":"7f46ce66-0255-4a77-a87e-987212f8f286","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":63,"box":{"x":59,"y":184,"width":879,"height":12}},{"id":"fc335fe2-c342-48c6-82f8-b1e3bda62cd5","block_type":"box","text":"fee arrangements could present an incentive for BFA or its affiliates to devote greater resources, and allocate more","page_number":63,"box":{"x":59,"y":199,"width":799,"height":12}},{"id":"3b0c3c10-c654-4b85-88ed-d6310d4e14d1","block_type":"box","text":"investment opportunities, to the portfolios or accounts that have those fee arrangements, relative to other portfolios or","page_number":63,"box":{"x":60,"y":214,"width":832,"height":12}},{"id":"54b073dd-5722-4d43-a88f-8b2a94976890","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":63,"box":{"x":59,"y":229,"width":844,"height":12}},{"id":"7f186f12-bfa8-4163-ab35-e48ba91c9271","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":63,"box":{"x":59,"y":244,"width":866,"height":13}},{"id":"da9c4bd8-f795-4744-8177-e6c869cc4b23","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":63,"box":{"x":59,"y":259,"width":866,"height":13}},{"id":"a9f5d29f-f316-4383-8c59-94d4724d19fd","block_type":"box","text":"arrangements, including performance-based fee arrangements, there is the potential for a conflict of interest, which may","page_number":63,"box":{"x":59,"y":274,"width":846,"height":13}},{"id":"e7639f30-ad8d-40d7-8402-9dc573ce20ad","block_type":"box","text":"result in the Portfolio Managers favoring those portfolios or accounts with performance-based fee arrangements.","page_number":63,"box":{"x":60,"y":290,"width":791,"height":12}},{"id":"e9c0ac26-bcd1-4f11-9e75-d062077d825f","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":63,"box":{"x":59,"y":316,"width":861,"height":12}},{"id":"5ad85668-5f66-4197-b3f3-3256d4b738c6","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":63,"box":{"x":59,"y":331,"width":858,"height":13}},{"id":"231e8158-09ff-4a82-b197-6908a18aaa89","block_type":"box","text":"fees are based on the performance of those portfolios or accounts as of October 31, 2025:","page_number":63,"box":{"x":59,"y":346,"width":629,"height":13}},{"id":"d6d9554d-c8ef-4a45-9843-df2d6760458f","block_type":"box","text":"Erin Armstrong","page_number":63,"box":{"x":60,"y":376,"width":108,"height":12}},{"id":"02311328-5d19-4327-9ebf-ea994e9b7481","block_type":"box","text":"Types of Accounts","page_number":63,"box":{"x":58,"y":412,"width":108,"height":10}},{"id":"cf16452a-e9ee-4939-87ca-729bcb085eb9","block_type":"box","text":"Number of Other Accounts","page_number":63,"box":{"x":613,"y":392,"width":156,"height":8}},{"id":"b26c7743-822a-44d5-8a34-276c95c017f2","block_type":"box","text":"with Performance Fees","page_number":63,"box":{"x":625,"y":402,"width":131,"height":8}},{"id":"c971a6f6-f1aa-49d3-af53-a60733f8008d","block_type":"box","text":"Managed by Portfolio 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Mejzak","page_number":63,"box":{"x":60,"y":499,"width":110,"height":12}},{"id":"67022004-bdaf-4f52-a6af-212c2a6ff1c5","block_type":"box","text":"Types of Accounts","page_number":63,"box":{"x":58,"y":536,"width":108,"height":10}},{"id":"8316d73c-3d4e-4f7f-af32-785d7a688c78","block_type":"box","text":"Number of Other Accounts","page_number":63,"box":{"x":613,"y":516,"width":156,"height":8}},{"id":"e8aa247f-d64e-4bcc-b4e4-7aebba77d85b","block_type":"box","text":"with Performance Fees","page_number":63,"box":{"x":625,"y":526,"width":131,"height":8}},{"id":"3d5b0481-8ded-42cb-ad87-bfacffcad40f","block_type":"box","text":"Managed by Portfolio Manager","page_number":63,"box":{"x":602,"y":536,"width":179,"height":10}},{"id":"cc0b3605-eb2d-4993-a567-b789dcbe6b22","block_type":"box","text":"Aggregate","page_number":63,"box":{"x":866,"y":526,"width":60,"height":10}},{"id":"6f9cd4fd-3e8a-46e0-81cf-6d42c8eadb53","block_type":"box","text":"of Total Assets","page_number":63,"box":{"x":854,"y":536,"width":84,"height":8}},{"id":"bcdc7f4e-b293-4417-a45d-6285863ca0d7","block_type":"box","text":"Registered Investment Companies 0 N/A","page_number":63,"box":{"x":60,"y":557,"width":851,"height":12}},{"id":"a2ba8eec-5200-4bf7-8ce9-380a7f9be0f4","block_type":"box","text":"Other Pooled Investment Vehicles 0 N/A","page_number":63,"box":{"x":59,"y":572,"width":852,"height":10}},{"id":"f68886e2-08f3-4429-83fa-f04f14243936","block_type":"box","text":"Other Accounts 0 N/A","page_number":63,"box":{"x":59,"y":587,"width":852,"height":10}},{"id":"ac394dd8-6ef6-46d0-8c67-f2ba8a6ca114","block_type":"box","text":"Orlando Montalvo","page_number":63,"box":{"x":59,"y":622,"width":131,"height":10}},{"id":"ab612473-97ee-4727-aaef-56a3ed5fe63d","block_type":"box","text":"Types of Accounts","page_number":63,"box":{"x":58,"y":659,"width":108,"height":10}},{"id":"63a85390-bb93-4a80-9763-ad2c56dfe9ae","block_type":"box","text":"Number of Other Accounts","page_number":63,"box":{"x":613,"y":639,"width":156,"height":8}},{"id":"5da5c9f1-3f8d-4697-8acd-7d1276a37f04","block_type":"box","text":"with Performance Fees","page_number":63,"box":{"x":625,"y":649,"width":131,"height":8}},{"id":"d01ed39a-171b-457f-9f75-c042041bf113","block_type":"box","text":"Managed by Portfolio Manager","page_number":63,"box":{"x":602,"y":659,"width":179,"height":10}},{"id":"83cb846e-281a-4f90-b882-92d71ac53477","block_type":"box","text":"Aggregate","page_number":63,"box":{"x":866,"y":650,"width":60,"height":9}},{"id":"1677a3dc-db75-4dd1-97d4-e3289d6c65fd","block_type":"box","text":"of Total Assets","page_number":63,"box":{"x":854,"y":659,"width":84,"height":8}},{"id":"6c1ea55f-8629-4e90-8bfb-8c33532d4d3c","block_type":"box","text":"Registered Investment Companies 0 N/A","page_number":63,"box":{"x":60,"y":680,"width":851,"height":12}},{"id":"f8213600-5d61-49ca-bd11-ae2897ff75c6","block_type":"box","text":"Other Pooled Investment Vehicles 0 N/A","page_number":63,"box":{"x":59,"y":695,"width":852,"height":10}},{"id":"f629d2d4-446c-4bb5-8622-9eea5f8b3012","block_type":"box","text":"Other Accounts 0 N/A","page_number":63,"box":{"x":59,"y":710,"width":852,"height":10}},{"id":"48f94d02-1158-448b-842b-1c12559039aa","block_type":"box","text":"Portfolio Manager Compensation Overview","page_number":63,"box":{"x":59,"y":743,"width":303,"height":12}},{"id":"e98634e1-ccab-4ccb-98d1-15e00b0ebcb6","block_type":"box","text":"The discussion below describes the Portfolio Managers’ compensation as of October 31, 2025.","page_number":63,"box":{"x":59,"y":770,"width":660,"height":12}},{"id":"4d5c2de7-affd-4f19-b8c2-ca9680af8f51","block_type":"box","text":"BlackRock, Inc.’s financial arrangements with its portfolio managers, its competitive compensation and its career path","page_number":63,"box":{"x":60,"y":796,"width":824,"height":12}},{"id":"6cdbe4a6-4c88-46ca-a1ca-936984f67cf0","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":63,"box":{"x":59,"y":811,"width":862,"height":13}},{"id":"005e6240-71df-41e1-891f-fcfc5272fa11","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":63,"box":{"x":59,"y":826,"width":836,"height":13}},{"id":"7000542f-79b7-401b-8643-bc0e7e068d10","block_type":"box","text":"include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more","page_number":63,"box":{"x":60,"y":841,"width":865,"height":13}},{"id":"4b01c77f-c817-4ac0-8c0c-4fa3852f79a9","block_type":"box","text":"of the incentive compensation programs established by BlackRock, Inc.","page_number":63,"box":{"x":59,"y":857,"width":497,"height":12}},{"id":"2a9a7be0-1f69-4550-b063-2d67e21dff4c","block_type":"box","text":"46","page_number":63,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"b87321df-44eb-410f-97a1-55e50da18971","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":64,"box":{"x":60,"y":67,"width":850,"height":12}},{"id":"b880a1b5-5460-4f6c-b427-8133ef274461","block_type":"box","text":"benefits offered to all BlackRock employees. Additionally, each portfolio manager receives discretionary incentive","page_number":64,"box":{"x":60,"y":82,"width":787,"height":12}},{"id":"3779c081-2226-4fed-abcd-0700c4d81970","block_type":"box","text":"compensation, determined based on several components, including: the performance of BlackRock, Inc., the performance of","page_number":64,"box":{"x":59,"y":97,"width":873,"height":12}},{"id":"87a2bc8e-592d-4210-871b-821e3eb9b9f7","block_type":"box","text":"the portfolio manager’s group within BlackRock, the performance of portfolios managed by the portfolio manager and the","page_number":64,"box":{"x":59,"y":112,"width":855,"height":12}},{"id":"bd219c2f-eda8-4ffa-9974-cc58f11c673e","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":64,"box":{"x":59,"y":127,"width":876,"height":12}},{"id":"c04f95f1-1ae5-4d63-9dd7-ea510a9651ad","block_type":"box","text":"underlying index), and the individual’s performance and contribution to the overall performance of these portfolios and","page_number":64,"box":{"x":60,"y":142,"width":834,"height":13}},{"id":"bcd876c8-ca7d-4555-aac4-da1c5aca3b6d","block_type":"box","text":"BlackRock. Discretionary incentive compensation is paid in cash up to a certain threshold with the remaining portion","page_number":64,"box":{"x":60,"y":157,"width":815,"height":13}},{"id":"ae20df6f-8e05-4d1f-bed9-862ad34e9e91","block_type":"box","text":"represented by deferred BlackRock, Inc. stock awards. In some cases, additional deferred BlackRock, Inc. stock may be","page_number":64,"box":{"x":60,"y":172,"width":824,"height":13}},{"id":"d01eeada-2f71-44a9-b608-8de18ff1ae8c","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":64,"box":{"x":59,"y":188,"width":848,"height":12}},{"id":"ccbe4054-b686-4d6b-80dc-7d9e751032a1","block_type":"box","text":"shareholders and motivate performance.","page_number":64,"box":{"x":59,"y":203,"width":285,"height":12}},{"id":"cf9f5d67-c5b9-4e34-b50e-92fefd6fa7a3","block_type":"box","text":"As of October 31, 2025, the Portfolio Managers did not beneficially own shares of the Fund.","page_number":64,"box":{"x":59,"y":229,"width":638,"height":12}},{"id":"52d35010-152f-45fe-bf22-3ac4de4816d7","block_type":"box","text":"Codes of Ethics.","page_number":64,"box":{"x":59,"y":256,"width":114,"height":9}},{"id":"60b30737-c15f-41b6-844c-87078dbd12b1","block_type":"box","text":"The Trust, BFA and the Distributor have adopted codes of ethics pursuant to Rule 17j-1 under the 1940 Act.","page_number":64,"box":{"x":182,"y":256,"width":751,"height":12}},{"id":"f356f6ba-6e69-4efd-85a1-904776fec570","block_type":"box","text":"The codes of ethics permit personnel subject to the codes of ethics to invest in securities, subject to certain limitations,","page_number":64,"box":{"x":59,"y":271,"width":832,"height":12}},{"id":"972e3132-473d-4db8-89e9-7bd9a8a799f9","block_type":"box","text":"including securities that may be purchased or held by the Fund. Each code of ethics is available by contacting BlackRock at","page_number":64,"box":{"x":60,"y":286,"width":857,"height":12}},{"id":"0c5a97ab-365a-4cee-a430-a9e8f7237c7b","block_type":"box","text":"the telephone number on the back cover of the Fund’s Prospectus or by accessing the EDGAR Database on the SEC’s Internet","page_number":64,"box":{"x":59,"y":301,"width":878,"height":12}},{"id":"49b7303e-aeda-4760-84b8-f49b16d77374","block_type":"box","text":"site at http://www.sec.gov, and copies may be obtained, after paying a duplicating fee, by e-mail at publicinfo@sec.gov.","page_number":64,"box":{"x":59,"y":316,"width":839,"height":12}},{"id":"0ee44e02-dbdb-4649-aa63-3dbdb5f0259a","block_type":"box","text":"Anti-Money Laundering Requirements.","page_number":64,"box":{"x":59,"y":343,"width":281,"height":12}},{"id":"b5df6da9-9731-4567-91c3-29542c86b88f","block_type":"box","text":"The Fund is subject to the USA PATRIOT Act (the “Patriot Act”). The Patriot Act is","page_number":64,"box":{"x":349,"y":343,"width":570,"height":12}},{"id":"ea96880b-b672-4ac9-a4d6-08bc4018c693","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":64,"box":{"x":60,"y":358,"width":877,"height":12}},{"id":"501d5be8-267f-40ce-9b37-0ca56e7b9d60","block_type":"box","text":"Pursuant to requirements under the Patriot Act, the Fund may request information from Authorized Participants to enable it","page_number":64,"box":{"x":60,"y":373,"width":866,"height":12}},{"id":"4b50621d-cd7c-4a44-a677-6b38de2c97f2","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":64,"box":{"x":59,"y":388,"width":878,"height":12}},{"id":"874206f0-7afd-456e-8fc8-1ed2edd3c6e3","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":64,"box":{"x":59,"y":403,"width":807,"height":12}},{"id":"afe65997-9611-4f91-9300-2e78cc87e9e8","block_type":"box","text":"compliance with the requirements of the Patriot Act.","page_number":64,"box":{"x":59,"y":418,"width":367,"height":12}},{"id":"4de59a91-8a7f-410a-884f-c69e801b01d5","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":64,"box":{"x":59,"y":445,"width":859,"height":12}},{"id":"e0a5ac1a-9155-4a4e-82a3-11ee3eac3b6e","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":64,"box":{"x":59,"y":460,"width":851,"height":12}},{"id":"07bcc384-ce54-486e-ab66-9199f1ecef5f","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":64,"box":{"x":60,"y":475,"width":839,"height":12}},{"id":"69eaa14a-aee3-43a3-9f3a-be0382ab0af3","block_type":"box","text":"investigations conducted with respect to potential money laundering, terrorism or other illicit activities.","page_number":64,"box":{"x":60,"y":490,"width":721,"height":12}},{"id":"7561b72e-ec04-488e-96ca-d15888d3d55e","block_type":"box","text":"Administrator, Custodian and Transfer Agent.","page_number":64,"box":{"x":59,"y":516,"width":328,"height":13}},{"id":"3e58f72d-c7cc-45bd-a5c6-e725bfca8f38","block_type":"box","text":"State Street Bank and Trust Company (“State Street”) serves as administrator, custodian and transfer agent for the Fund","page_number":64,"box":{"x":59,"y":543,"width":839,"height":12}},{"id":"e5573123-5a73-4ed7-9e59-0018bd5c06a6","block_type":"box","text":"under the Master Services Agreement and related Service Schedule (the “Service Module”). State Street’s principal address is","page_number":64,"box":{"x":60,"y":558,"width":873,"height":12}},{"id":"61956880-abb4-4fd0-8965-89687630f27e","block_type":"box","text":"One Congress Street, Suite 1, Boston, MA 02114-2016. Pursuant to the Service Module for Fund Administration and","page_number":64,"box":{"x":59,"y":573,"width":807,"height":12}},{"id":"06e3937b-5a33-44e4-9e67-b63e9fb0476f","block_type":"box","text":"Accounting Services with the Trust, State Street provides necessary administrative, legal, tax and accounting and financial","page_number":64,"box":{"x":59,"y":588,"width":853,"height":13}},{"id":"16ab8297-d7b2-43c1-b972-91c9ebed12b7","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":64,"box":{"x":60,"y":603,"width":876,"height":13}},{"id":"302a8410-db15-4231-955c-42c28d305170","block_type":"box","text":"office space, equipment, personnel and facilities required to provide such services. Pursuant to the Service Module for","page_number":64,"box":{"x":59,"y":618,"width":824,"height":13}},{"id":"83412861-3ecb-48d2-ab85-cfece1ae4a64","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":64,"box":{"x":59,"y":634,"width":865,"height":12}},{"id":"54d16aa9-b97a-4828-ba79-7f56f939bd37","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":64,"box":{"x":59,"y":649,"width":866,"height":12}},{"id":"ed2a0aec-c0b4-40e6-b48a-c04b1bf20237","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":64,"box":{"x":59,"y":664,"width":839,"height":12}},{"id":"ef7381d2-2713-44b8-9e17-1a558f10cbb5","block_type":"box","text":"Fund. State Street is authorized to appoint certain foreign custodians or foreign custody managers for Fund investments","page_number":64,"box":{"x":60,"y":679,"width":840,"height":12}},{"id":"41fa0fe0-b76c-42c3-bfc7-d3438d5e8ffb","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":64,"box":{"x":59,"y":694,"width":853,"height":12}},{"id":"1d8e8190-293c-4f61-b002-a62c02f45031","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":64,"box":{"x":59,"y":709,"width":846,"height":12}},{"id":"3ab8ada6-bf1d-4f9d-8557-531608837d56","block_type":"box","text":"compensation for these services, State Street receives certain out-of-pocket costs, transaction fees and asset-based fees","page_number":64,"box":{"x":59,"y":724,"width":842,"height":13}},{"id":"129db208-595e-451b-9565-c156e9ed355b","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":64,"box":{"x":59,"y":739,"width":864,"height":13}},{"id":"740bff30-71b3-425b-b729-01b6f1a0a1e1","block_type":"box","text":"expenses under the Investment Advisory Agreement as described therein.","page_number":64,"box":{"x":59,"y":754,"width":516,"height":13}},{"id":"652a5fae-2499-4683-96cc-2400af4eef99","block_type":"box","text":"JPMorgan serves as custodian for the Fund in connection with certain securities lending activities under a Custody Services","page_number":64,"box":{"x":58,"y":781,"width":862,"height":12}},{"id":"9014c96e-9482-4432-ba24-4b1421896151","block_type":"box","text":"Agreement. JPMorgan’s principal address is 383 Madison Avenue, 11","page_number":64,"box":{"x":59,"y":796,"width":478,"height":12}},{"id":"0ece305f-f90b-430d-9274-28dd16884309","block_type":"box","text":"th","page_number":64,"box":{"x":541,"y":794,"width":10,"height":6}},{"id":"c1681428-8d4d-492c-8299-6fead9638b02","block_type":"box","text":"Floor, New York, NY 10179. Pursuant to the Custody","page_number":64,"box":{"x":557,"y":796,"width":362,"height":12}},{"id":"37573144-74ea-42d6-b305-f8e1b733da8f","block_type":"box","text":"Services Agreement with BTC and the Trust, JPMorgan provides custody and related services required to facilitate securities","page_number":64,"box":{"x":59,"y":811,"width":863,"height":13}},{"id":"0fb86aa4-550d-4327-aad8-85e567106406","block_type":"box","text":"lending by the Fund. JPMorgan maintains custody as may be necessary to facilitate Fund securities lending activity in","page_number":64,"box":{"x":60,"y":826,"width":817,"height":13}},{"id":"1b47d018-68bd-4a83-a4b5-17b954196a33","block_type":"box","text":"coordination with other funds, maintains custodial records and provides other services. As compensation for these services,","page_number":64,"box":{"x":59,"y":841,"width":868,"height":13}},{"id":"4ec1b211-f4f1-4c6d-89c5-5e155f17177b","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":64,"box":{"x":58,"y":857,"width":862,"height":12}},{"id":"566efb50-4daf-4ebe-b007-37225e0d7d4f","block_type":"box","text":"47","page_number":64,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"2a5722e7-c925-425c-8a51-9799c71b0fac","block_type":"box","text":"Distributor.","page_number":65,"box":{"x":60,"y":67,"width":80,"height":9}},{"id":"9f4bc5ef-ac63-4dc1-b91a-d289526ebed1","block_type":"box","text":"The Distributor’s principal address is 50 Hudson Yards, New York, NY 10001. Shares are continuously offered for","page_number":65,"box":{"x":148,"y":67,"width":784,"height":12}},{"id":"2eb2c111-6ba4-4d3e-b9e2-705f2259d6ce","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":65,"box":{"x":59,"y":82,"width":862,"height":12}},{"id":"0c79c572-dbdf-48d5-82ff-4f9099a56269","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":65,"box":{"x":59,"y":97,"width":300,"height":12}},{"id":"64a16759-bcff-4e1a-8720-4d7f1dbc81cc","block_type":"box","text":"section of this SAI. Fund shares in amounts less than Creation Units are generally","page_number":65,"box":{"x":364,"y":97,"width":567,"height":12}},{"id":"c42f6cb3-1ec2-4309-ac8b-27d8ddfcb9eb","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":65,"box":{"x":60,"y":112,"width":867,"height":12}},{"id":"06bc3fc2-b4c6-4c74-8fc8-b920ea55fccd","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":65,"box":{"x":60,"y":127,"width":841,"height":12}},{"id":"a938a309-d5ad-41cb-b97e-7253ab57b212","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":65,"box":{"x":59,"y":142,"width":865,"height":13}},{"id":"ef0cf41c-4d5a-4b45-be25-bd8651f81374","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":65,"box":{"x":59,"y":157,"width":875,"height":13}},{"id":"6d72b999-d2e1-4fc3-aa98-4e9b9b81d038","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":65,"box":{"x":60,"y":172,"width":869,"height":13}},{"id":"bde6a269-36b8-459b-b34f-9d9ee046f358","block_type":"box","text":"Islands and the District of Columbia.","page_number":65,"box":{"x":60,"y":188,"width":253,"height":9}},{"id":"a543b632-08a1-4158-9a97-08c2c3cd4211","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":65,"box":{"x":59,"y":214,"width":876,"height":12}},{"id":"245fef17-daa9-4ba0-b41c-261814bfe577","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":65,"box":{"x":59,"y":229,"width":869,"height":12}},{"id":"f9f30c7c-a9b5-4a75-bd90-d4f98ef48939","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":65,"box":{"x":60,"y":244,"width":831,"height":13}},{"id":"a71647ac-39a9-4868-ab6f-37bbbef4cdd0","block_type":"box","text":"Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).","page_number":65,"box":{"x":59,"y":259,"width":692,"height":13}},{"id":"0000de6c-e273-42d3-9602-a96277ee1485","block_type":"box","text":"The Distributor may also enter into agreements with securities dealers (“Soliciting Dealers”) who will solicit purchases of","page_number":65,"box":{"x":59,"y":286,"width":847,"height":12}},{"id":"0727c6fc-54b9-4787-a7d1-dbe082e6f28d","block_type":"box","text":"Creation Units of Fund shares. Such Soliciting Dealers may also be Authorized Participants (as described below), DTC","page_number":65,"box":{"x":59,"y":301,"width":819,"height":12}},{"id":"62d2af2b-d498-4ae6-9bbe-97459e36473e","block_type":"box","text":"participants and/or investor services organizations.","page_number":65,"box":{"x":59,"y":316,"width":358,"height":12}},{"id":"8f9f6802-9c4e-4592-bca0-025d14fcdf81","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":65,"box":{"x":60,"y":343,"width":846,"height":12}},{"id":"13e5ba43-54e3-46fc-a3fd-eaead1a337e5","block_type":"box","text":"including payments out of its own resources to the Distributor, or to otherwise promote the sale of shares.","page_number":65,"box":{"x":60,"y":358,"width":742,"height":12}},{"id":"106ff81f-cc54-492a-90b5-5b2f4a709984","block_type":"box","text":"Securities Lending.","page_number":65,"box":{"x":59,"y":384,"width":136,"height":12}},{"id":"c9c2f52b-dbb5-44ee-b441-6e8aa64349fc","block_type":"box","text":"The Fund may engage in securities lending. To the extent that the Fund engages in securities lending,","page_number":65,"box":{"x":204,"y":384,"width":711,"height":12}},{"id":"fed4af0c-514a-4a01-b968-cdf3c61ad345","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":65,"box":{"x":59,"y":399,"width":851,"height":13}},{"id":"e1815abc-fb5a-4558-849a-537192f8e703","block_type":"box","text":"Fund, subject to the overall supervision of BFA, pursuant to a written agreement (the “Securities Lending Agency","page_number":65,"box":{"x":60,"y":414,"width":789,"height":13}},{"id":"28ed10f7-a5d9-4ab4-ad52-c8bb96981115","block_type":"box","text":"Agreement”).","page_number":65,"box":{"x":59,"y":429,"width":94,"height":13}},{"id":"2a1944e5-3c6b-47a0-840f-f4d72221687e","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":65,"box":{"x":60,"y":456,"width":835,"height":12}},{"id":"db0987ce-7802-4ec0-bbe6-3edfabe50b5d","block_type":"box","text":"remaining portion to BTC as compensation for its services as securities lending agent. Securities lending income is generally","page_number":65,"box":{"x":60,"y":471,"width":867,"height":12}},{"id":"2f65ae11-cf45-40e2-a3d8-d9ee9c1c4c23","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":65,"box":{"x":59,"y":486,"width":834,"height":12}},{"id":"9de0068b-95ae-407e-9fcb-0f334be32def","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":65,"box":{"x":59,"y":501,"width":861,"height":13}},{"id":"baa2e5a6-d059-4122-9698-f32d02ebd79c","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":65,"box":{"x":59,"y":516,"width":865,"height":13}},{"id":"11c99b62-6bac-4cf6-b3d7-7ef2ca075212","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":65,"box":{"x":59,"y":531,"width":857,"height":13}},{"id":"26f7801e-dd6a-47b5-bcc6-b02d4c1561fd","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":65,"box":{"x":59,"y":547,"width":876,"height":12}},{"id":"fec2fb13-2fd7-458b-b801-d50d9bf53b44","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":65,"box":{"x":60,"y":562,"width":870,"height":12}},{"id":"0480c5cd-8ef5-4c1a-88f8-f998e61251d4","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":65,"box":{"x":60,"y":577,"width":817,"height":12}},{"id":"a8142ffd-f2c6-463a-98c0-2d15a4789b57","block_type":"box","text":"distribution fee or service fee.","page_number":65,"box":{"x":59,"y":592,"width":205,"height":10}},{"id":"6fc7414b-8c74-4e42-bbc1-46fb41a68d4f","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":65,"box":{"x":59,"y":618,"width":855,"height":13}},{"id":"41bd3108-e360-4b03-84e3-90e6df6c520a","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":65,"box":{"x":59,"y":634,"width":859,"height":12}},{"id":"4896cffd-bb43-412c-957f-f3ab72912ec9","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":65,"box":{"x":59,"y":649,"width":843,"height":12}},{"id":"079c869d-c22b-49ca-bc8c-addaf633828e","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":65,"box":{"x":59,"y":664,"width":864,"height":12}},{"id":"c2cdc62a-1e92-4b90-bb6a-32d0e6329d1a","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":65,"box":{"x":59,"y":679,"width":830,"height":12}},{"id":"e9f7e534-f29f-4507-a9ef-8ca903070e44","block_type":"box","text":"market fund’s net assets, unless the liquidity costs are de minimis (","page_number":65,"box":{"x":60,"y":694,"width":467,"height":12}},{"id":"0b03782b-a13e-45f1-9003-bf84875d1ece","block_type":"box","text":"i.e","page_number":65,"box":{"x":529,"y":695,"width":14,"height":9}},{"id":"89228aa5-29cc-468b-9eb1-8e62a8a3bc8a","block_type":"box","text":"., less than one basis point (0.01%)). The money market","page_number":65,"box":{"x":545,"y":694,"width":392,"height":12}},{"id":"9c102e91-b758-4548-8211-852d151b3ee1","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":65,"box":{"x":59,"y":709,"width":880,"height":12}},{"id":"9b40fa01-083b-4100-b364-e75ed9379926","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":65,"box":{"x":59,"y":724,"width":875,"height":13}},{"id":"4ffcedc8-ef58-4c93-89c8-e30f97f1a1d7","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":65,"box":{"x":59,"y":739,"width":863,"height":13}},{"id":"6c60b95d-cd6e-4e3e-8f10-3e53805c2720","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":65,"box":{"x":59,"y":754,"width":831,"height":13}},{"id":"308be368-479b-4369-9422-34a4b8b55b69","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":65,"box":{"x":60,"y":770,"width":835,"height":12}},{"id":"913a3878-f7cd-4304-a229-227e1502ae3e","block_type":"box","text":"liquidity fee would reduce the Fund’s returns on securities lending.","page_number":65,"box":{"x":60,"y":785,"width":464,"height":12}},{"id":"e9f6383c-ef41-40b4-afdd-788f95cec55c","block_type":"box","text":"Under the securities lending program, funds are categorized into one of several specific asset classes. The determination of a","page_number":65,"box":{"x":60,"y":811,"width":872,"height":13}},{"id":"8102615f-2a7f-4943-a63f-f49f5509458a","block_type":"box","text":"fund’s asset class category (fixed-income, domestic equity, international equity or fund-of-funds), each of which may be","page_number":65,"box":{"x":59,"y":826,"width":844,"height":13}},{"id":"521063e6-ba70-4384-b7dd-d0894c50b88d","block_type":"box","text":"subject to a different fee arrangement, is based on a methodology agreed to by the Trust and BTC.","page_number":65,"box":{"x":59,"y":841,"width":686,"height":13}},{"id":"ef9fd0c4-eee6-43af-aecb-37cacb5b59ea","block_type":"box","text":"Pursuant to the current Securities Lending Agency Agreement:","page_number":65,"box":{"x":60,"y":868,"width":439,"height":12}},{"id":"cf226be1-4aa1-4655-b479-bc182d91a3d7","block_type":"box","text":"48","page_number":65,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"98429525-ed98-46a9-9471-1c141ae2e24d","block_type":"box","text":"(i) domestic equity funds retain 81% of securities lending income (which excludes collateral investment fees) and this","page_number":66,"box":{"x":60,"y":67,"width":823,"height":12}},{"id":"34ca3d6d-7937-4268-918b-d93d203e0dc4","block_type":"box","text":"amount can never be less than 70% of the sum of securities lending income plus collateral investment fees;","page_number":66,"box":{"x":59,"y":82,"width":753,"height":12}},{"id":"ed347bae-3858-4f1e-a9d7-b59482eb9e7f","block_type":"box","text":"(ii) international equity funds retain 82% of securities lending income (which excludes collateral investment fees) and this","page_number":66,"box":{"x":60,"y":108,"width":852,"height":13}},{"id":"4d6de3e8-59d9-4aa8-afa2-863f85a14a7f","block_type":"box","text":"amount can never be less than 70% of the sum of securities lending income plus collateral investment fees;","page_number":66,"box":{"x":59,"y":123,"width":753,"height":13}},{"id":"24a3ab9f-7339-425d-be88-b3ff5d76bcf3","block_type":"box","text":"(iii) fixed-income funds retain 82% of securities lending income (which excludes collateral investment fees) and this amount","page_number":66,"box":{"x":60,"y":150,"width":871,"height":12}},{"id":"b3e138cf-4165-431f-8914-1f9c94f103f6","block_type":"box","text":"can never be less than 70% of the sum of securities lending income plus collateral investment fees; 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and","page_number":66,"box":{"x":60,"y":448,"width":300,"height":13}},{"id":"ebbcf865-1efa-490b-bc2f-bbf75c43e4fe","block_type":"box","text":"(iv) each applicable fund-of-funds will receive 85% of securities lending income (which excludes collateral investment fees)","page_number":66,"box":{"x":60,"y":475,"width":863,"height":12}},{"id":"ac7133d9-81f7-45fd-b4d5-8f203f6f3077","block_type":"box","text":"for the remainder of that calendar year and this amount can never be less than 70% of the sum of securities lending income","page_number":66,"box":{"x":59,"y":490,"width":869,"height":12}},{"id":"3378885f-c1ce-4466-a830-c99c525396e1","block_type":"box","text":"plus collateral investment fees.","page_number":66,"box":{"x":59,"y":505,"width":214,"height":12}},{"id":"ae5b0b7d-1fb4-4470-aeaf-5fd1a442a4a9","block_type":"box","text":"No services have been provided by BTC as the Fund’s securities lending agent, and the Fund had no income and","page_number":66,"box":{"x":60,"y":531,"width":781,"height":13}},{"id":"d4a598e3-54c5-475a-85f8-f35b5d61c639","block_type":"box","text":"fees/compensation related to securities lending activities for the fiscal year ended October 31, 2025.","page_number":66,"box":{"x":59,"y":547,"width":701,"height":12}},{"id":"79377990-34ed-41ed-affa-c7f085df7e0a","block_type":"box","text":"Payments by BFA and its Affiliates.","page_number":66,"box":{"x":60,"y":573,"width":247,"height":12}},{"id":"45b2b0f1-5ce1-44d9-b5c0-ab0643e0cef6","block_type":"box","text":"BFA and/or its affiliates (“BFA Entities”) pay certain broker-dealers, registered","page_number":66,"box":{"x":317,"y":573,"width":539,"height":12}},{"id":"c84c3206-d367-4f41-bcf9-97b5ad08880b","block_type":"box","text":"investment advisers, banks and other financial intermediaries (“Intermediaries”) for certain activities related to the Fund and","page_number":66,"box":{"x":60,"y":588,"width":869,"height":13}},{"id":"75946baf-f706-4ba3-ace9-467a9df58517","block_type":"box","text":"other funds or products sponsored and/or advised by BFA Entities (collectively for purposes of this section, the “Products”).","page_number":66,"box":{"x":59,"y":603,"width":866,"height":13}},{"id":"a78fbee2-5c58-47a3-a524-91752f8f28e8","block_type":"box","text":"BFA Entities make these payments from their own assets and not from the assets of the Fund. Although a portion of BFA","page_number":66,"box":{"x":60,"y":618,"width":842,"height":13}},{"id":"2159492c-9e20-475c-a983-e3fe28e66140","block_type":"box","text":"Entities’ revenue comes directly or indirectly in part from fees paid by the Fund or other Products (including, if applicable, any","page_number":66,"box":{"x":60,"y":634,"width":875,"height":12}},{"id":"e5210d2c-840b-4a32-8eb6-8deeca30b416","block_type":"box","text":"underlying Products held by the Fund), these payments do not increase the price paid by investors for the purchase of shares","page_number":66,"box":{"x":60,"y":649,"width":873,"height":12}},{"id":"aa8af75d-f4bc-49e5-904f-e11ec18c9518","block_type":"box","text":"of, or the cost of owning, the Fund or other Products. BFA Entities make payments for Intermediaries’ participation in","page_number":66,"box":{"x":59,"y":664,"width":817,"height":12}},{"id":"89a90f24-904a-446b-90a0-2b0d24ca4170","block_type":"box","text":"activities that are designed to make registered representatives, other professionals and individual investors more","page_number":66,"box":{"x":59,"y":679,"width":786,"height":12}},{"id":"b6dfb8e2-8038-481c-80eb-c5ad0e5aecb8","block_type":"box","text":"knowledgeable about exchange-traded products, including the Fund and other Products, or for other activities, such as","page_number":66,"box":{"x":60,"y":694,"width":834,"height":12}},{"id":"c42975cc-4e9e-4f86-8680-e3bd9440c223","block_type":"box","text":"participation in marketing activities and presentations, educational training programs, conferences, the development of","page_number":66,"box":{"x":59,"y":709,"width":837,"height":12}},{"id":"8d6eceb7-c331-4fee-ab29-663882167404","block_type":"box","text":"technology platforms and reporting systems (“Education Costs”). BFA Entities also make payments to Intermediaries for","page_number":66,"box":{"x":59,"y":724,"width":841,"height":13}},{"id":"e5cc4fbb-e627-4206-ab11-04951121592e","block_type":"box","text":"certain printing, publishing and mailing costs or materials relating to the Fund or other Products (“Publishing Costs”). In","page_number":66,"box":{"x":59,"y":739,"width":841,"height":13}},{"id":"b53aacab-8e61-4d7e-ab93-fbe2dd3917e7","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":66,"box":{"x":59,"y":754,"width":844,"height":13}},{"id":"c2129761-7817-4a33-bf89-4aa15400fbcc","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":66,"box":{"x":59,"y":770,"width":857,"height":12}},{"id":"7a859036-0093-4493-ae51-05822cc18a97","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":66,"box":{"x":59,"y":785,"width":847,"height":12}},{"id":"bb660259-73fc-4d24-9d26-8d1ad144cd4f","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":66,"box":{"x":59,"y":800,"width":865,"height":12}},{"id":"d14d00e7-c36f-4f8a-a650-fc82f19030a8","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":66,"box":{"x":60,"y":815,"width":853,"height":12}},{"id":"ed81ad02-95e0-4496-9904-e065ee9402df","block_type":"box","text":"business of the BFA Entities or facilitate investment in the Fund or other Products. Payments of the type described above are","page_number":66,"box":{"x":60,"y":830,"width":867,"height":12}},{"id":"ba19023e-e39f-441e-9593-7ada2ddce570","block_type":"box","text":"sometimes referred to as revenue-sharing payments.","page_number":66,"box":{"x":59,"y":845,"width":369,"height":13}},{"id":"60901915-ea51-422f-a1ff-aad2e9b46489","block_type":"box","text":"Payments to an Intermediary may be significant to the Intermediary, and amounts that Intermediaries pay to your","page_number":66,"box":{"x":60,"y":872,"width":794,"height":12}},{"id":"379e9b31-f074-4ecd-9d70-b2123944dc6f","block_type":"box","text":"salesperson or other investment professional may also be significant for your salesperson or other investment professional.","page_number":66,"box":{"x":59,"y":887,"width":861,"height":12}},{"id":"c5c8c23c-b3a0-46fc-89cf-db9fc818ce43","block_type":"box","text":"49","page_number":66,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"183fa54f-5392-4e75-91ef-c74097224f4a","block_type":"box","text":"Because an Intermediary may make decisions about which investment options it will recommend or make available to its","page_number":67,"box":{"x":60,"y":67,"width":845,"height":12}},{"id":"b1792e25-8433-48a3-9964-70920b8e0937","block_type":"box","text":"clients, what services to provide for various products or what marketing content to make available to its clients based on","page_number":67,"box":{"x":59,"y":82,"width":843,"height":12}},{"id":"a582d0fc-f14f-4063-bfa7-76ac5c882982","block_type":"box","text":"payments it receives or is eligible to receive, such payments may create conflicts of interest between the Intermediary and its","page_number":67,"box":{"x":59,"y":97,"width":872,"height":12}},{"id":"438c4b45-2443-4511-80d8-89186120cca5","block_type":"box","text":"clients. These financial incentives may cause the Intermediary to recommend the Fund or other Products or otherwise","page_number":67,"box":{"x":59,"y":112,"width":827,"height":12}},{"id":"ff9625e1-8a92-42db-aacf-b2d9517ab741","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":67,"box":{"x":59,"y":127,"width":874,"height":12}},{"id":"0fbbd234-af33-45c3-9112-ae5edef32301","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":67,"box":{"x":60,"y":142,"width":798,"height":13}},{"id":"a88b3474-4397-4a1f-bdba-15a9f9e70bf5","block_type":"box","text":"Intermediary firm.","page_number":67,"box":{"x":60,"y":157,"width":124,"height":13}},{"id":"453499e0-e43e-4015-aac4-1ce3fe1d927a","block_type":"box","text":"In addition to the payments described above, BFA Entities have developed proprietary tools, calculators and related","page_number":67,"box":{"x":60,"y":184,"width":802,"height":12}},{"id":"575856d1-c74b-4cae-821c-19a275c04cf8","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":67,"box":{"x":60,"y":199,"width":812,"height":12}},{"id":"67293a2b-ae3a-41fe-9818-664f0e0e9d03","block_type":"box","text":"Intermediaries. BlackRock may configure these tools and calculators and localize the content for Intermediaries as part of its","page_number":67,"box":{"x":60,"y":214,"width":867,"height":12}},{"id":"4741eb75-e6a5-433a-8d8e-f9a377f28052","block_type":"box","text":"customary digital marketing support and promotion of the Fund or other Products.","page_number":67,"box":{"x":59,"y":229,"width":581,"height":12}},{"id":"37029016-5314-43cc-a1b0-6a29a89d29a7","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":67,"box":{"x":59,"y":256,"width":862,"height":12}},{"id":"a3c280a4-b24d-446b-b685-83dd9cf7dba1","block_type":"box","text":"Costs or Publishing Costs) to one Intermediary, Fidelity Brokerage Services LLC (“FBS”). 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Pursuant to this special,","page_number":67,"box":{"x":60,"y":286,"width":847,"height":12}},{"id":"8dc3f9bf-9c74-484c-aa97-cfa2d818cb8a","block_type":"box","text":"long-term and significant arrangement (the “Marketing Program”), FBS, NFS and certain of their affiliates (collectively","page_number":67,"box":{"x":60,"y":301,"width":823,"height":12}},{"id":"292dcef9-4723-4c09-bf50-279c3ea911fa","block_type":"box","text":"“Fidelity”) have agreed, among other things, to actively promote certain funds and Products to customers, investment","page_number":67,"box":{"x":59,"y":316,"width":827,"height":12}},{"id":"d230817d-ac01-4759-bb41-a2eb3ca272a4","block_type":"box","text":"professionals and other intermediaries and in advertising campaigns as the preferred exchange-traded product, to offer","page_number":67,"box":{"x":59,"y":331,"width":836,"height":13}},{"id":"3c0e7b70-f2fd-4bc2-bf57-9c1ca5d1900f","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":67,"box":{"x":59,"y":346,"width":839,"height":13}},{"id":"18129e23-de43-4338-860e-95293afee7b3","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":67,"box":{"x":59,"y":361,"width":844,"height":13}},{"id":"0aecd015-a692-4e6f-8b2f-fc6957f3bf8e","block_type":"box","text":"Marketing Program by, among other things, making certain payments to FBS and NFS for marketing and implementing","page_number":67,"box":{"x":59,"y":377,"width":832,"height":12}},{"id":"e47477c3-af83-483c-a7a6-b8c4e94c1ecd","block_type":"box","text":"certain brokerage and investment programs. Upon termination of the arrangement, the BFA Entities will make additional","page_number":67,"box":{"x":59,"y":392,"width":841,"height":12}},{"id":"b2dc6b99-c05b-42c0-b71f-7c581fbf0d98","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":67,"box":{"x":59,"y":407,"width":857,"height":12}},{"id":"0c974cae-2986-4e14-95e7-2f00583bc7db","block_type":"box","text":"the level of services provided by FBS and NFS during the wind-down period.","page_number":67,"box":{"x":59,"y":422,"width":529,"height":12}},{"id":"a21907bc-ae38-459a-80ad-f8ea7ea11772","block_type":"box","text":"In addition, BFA Entities have entered into other contractual arrangements with Intermediaries and certain other third parties","page_number":67,"box":{"x":60,"y":448,"width":872,"height":13}},{"id":"b38675fb-8685-4c0e-a6a7-5fc9b00b860f","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":67,"box":{"x":59,"y":463,"width":824,"height":13}},{"id":"9a6acd76-1e8a-408d-b8c8-5dacdc381b7d","block_type":"box","text":"Products. Such agreements can include payments by BFA Entities to such Intermediaries and third parties for data collection","page_number":67,"box":{"x":60,"y":479,"width":867,"height":12}},{"id":"6e737154-660f-4334-bee5-8c87660f49e9","block_type":"box","text":"and provision, technology support, platform enhancement, or educational content, co-marketing and cross-promotional","page_number":67,"box":{"x":59,"y":494,"width":844,"height":12}},{"id":"c5eccf59-e4b3-4989-908b-b1f813140c2d","block_type":"box","text":"efforts. In certain cases, such payments to Intermediaries are subject to certain minimum payment levels or tiered payments.","page_number":67,"box":{"x":59,"y":509,"width":872,"height":12}},{"id":"a9aa56f0-2b19-4f56-b7c0-8e8fe926dde2","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":67,"box":{"x":59,"y":524,"width":849,"height":12}},{"id":"55c52938-9161-4c1a-a4d5-854d30e26ce4","block_type":"box","text":"diligence” payments for an Intermediary’s review of such funds and Products; payment for providing employee training and","page_number":67,"box":{"x":59,"y":539,"width":864,"height":12}},{"id":"82ee9f2b-3461-42b9-8e01-3eeb59392a51","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":67,"box":{"x":60,"y":554,"width":864,"height":13}},{"id":"9593e209-da12-433d-891a-52851b7fc27a","block_type":"box","text":"registered representatives, salespersons or other personnel, fees for maintaining an Intermediary’s investor platform, “shelf","page_number":67,"box":{"x":60,"y":569,"width":861,"height":13}},{"id":"ed604123-bed1-43da-9f3a-472d86d4ceb6","block_type":"box","text":"space” payments for making such funds and Products available on the Intermediary’s platform or fees for providing","page_number":67,"box":{"x":59,"y":584,"width":807,"height":13}},{"id":"0d1345ba-4df5-45d7-b814-39f451c5b514","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":67,"box":{"x":59,"y":600,"width":871,"height":12}},{"id":"fb70a4a1-deb4-4419-b0cd-fcdaf88637b3","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":67,"box":{"x":60,"y":615,"width":875,"height":12}},{"id":"c3275b76-c1b9-4e5b-b453-eaa55cf5122c","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":67,"box":{"x":60,"y":630,"width":851,"height":12}},{"id":"cff9ac6e-0c22-4eea-b18e-a06063934126","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":67,"box":{"x":59,"y":645,"width":855,"height":12}},{"id":"3c081e5a-66d9-4636-8d5f-978b6b6306ce","block_type":"box","text":"the Intermediaries and other third parties (or their respective affiliates) receiving one or more types of the contractual","page_number":67,"box":{"x":59,"y":660,"width":821,"height":12}},{"id":"a13733e5-baf5-4191-b1ce-a7ec3e186c40","block_type":"box","text":"payments described above include (in addition to FBS and NFS): &Partners, Advisor Credit Exchange, AE Wealth","page_number":67,"box":{"x":59,"y":675,"width":780,"height":12}},{"id":"6b354695-6682-43a0-a6d4-5c6f70f11167","block_type":"box","text":"Management, LLC, American Enterprise Investment Services, Inc., Avantax Investment Services, Inc., BNY Mellon Capital","page_number":67,"box":{"x":59,"y":690,"width":840,"height":13}},{"id":"4481db91-76df-4ca2-9722-989cb8ed55c9","block_type":"box","text":"Markets, LLC, BNY Mellon Performance & Risk Analytics, LLC, Cetera Financial Group, Inc., Charles Schwab & Co., Inc.,","page_number":67,"box":{"x":59,"y":705,"width":822,"height":13}},{"id":"99dda6c2-1078-4241-9091-b0d80f511299","block_type":"box","text":"Clearstream Fund Centre AG, Commonwealth Equity Services, LLC, Dorsey Wright and Associates, LLC, Dynasty Financial","page_number":67,"box":{"x":59,"y":720,"width":848,"height":13}},{"id":"44c4f83e-2dd3-48ca-b3ec-f23a00ccdf13","block_type":"box","text":"Partners LLC, E*Trade Securities LLC, Envestnet Asset Management, Inc., iCapital Markets LLC, Interactive Brokers LLC, LPL","page_number":67,"box":{"x":60,"y":736,"width":858,"height":12}},{"id":"a0863f3c-4063-4fe2-957f-7c433c2801ae","block_type":"box","text":"Financial LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MML Investors Services, LLC, Morgan Stanley Smith Barney","page_number":67,"box":{"x":60,"y":751,"width":876,"height":12}},{"id":"366a955d-499e-4eb3-baa5-1e2ebc93d2c0","block_type":"box","text":"LLC, Northwestern Mutual Investment Services, LLC, Orion Portfolio Solutions, LLC, Pershing LLC, Raymond James Financial","page_number":67,"box":{"x":60,"y":766,"width":861,"height":12}},{"id":"a0ff4654-affb-47a1-bd55-469542ad7966","block_type":"box","text":"Services, Inc., Riskalyze, Inc., Sanctuary Wealth Group, LLC, UBS Financial Services Inc., Wells Fargo Clearing Services, LLC and","page_number":67,"box":{"x":59,"y":781,"width":877,"height":12}},{"id":"40f81b52-c319-4463-9781-48e35af55b36","block_type":"box","text":"Wells Fargo Advisors Financial Network, LLC. Any additions, modifications, or deletions to Intermediaries and other third","page_number":67,"box":{"x":59,"y":796,"width":841,"height":12}},{"id":"98f1c53b-f272-4174-af06-602e664aab3a","block_type":"box","text":"parties listed above that have occurred since the date of this SAI are not included in the list.","page_number":67,"box":{"x":59,"y":811,"width":637,"height":13}},{"id":"2049cb51-5bf0-4d7f-a7a0-1dab047cb1da","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":67,"box":{"x":60,"y":838,"width":860,"height":12}},{"id":"543de088-6a39-484d-8218-17fdbf0e0a2c","block_type":"box","text":"immediately preceding paragraph. BFA Entities may determine to make such payments based on any number of metrics. For","page_number":67,"box":{"x":60,"y":853,"width":870,"height":12}},{"id":"37b5a2f8-f0bb-46c4-af0d-af882b9018cd","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":67,"box":{"x":59,"y":868,"width":826,"height":12}},{"id":"ef2b4675-5819-4266-bad9-90266b39f399","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":67,"box":{"x":60,"y":883,"width":820,"height":12}},{"id":"550afa98-e4d6-4747-a2cc-6ea5e13c929e","block_type":"box","text":"50","page_number":67,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"e4a30746-a1c1-4637-99a5-7e5e98aad2a2","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":68,"box":{"x":60,"y":67,"width":805,"height":12}},{"id":"0f23a036-0b90-43d7-813d-fc5090330b0d","block_type":"box","text":"maximum payment, or any combination of the foregoing. Please contact your salesperson or other investment professional","page_number":68,"box":{"x":60,"y":82,"width":862,"height":12}},{"id":"dcee721f-764a-4ac1-b119-7844a0ed7a63","block_type":"box","text":"for more information regarding any such payments or financial incentives his or her Intermediary firm may receive. Any","page_number":68,"box":{"x":59,"y":97,"width":835,"height":12}},{"id":"faad8200-0bb2-47d8-9ec2-6ed3b4d0adab","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":68,"box":{"x":59,"y":112,"width":824,"height":12}},{"id":"544b1be6-9052-4934-8638-843e0365b45d","block_type":"box","text":"Intermediary to encourage customers to buy shares of the Fund or other Products.","page_number":68,"box":{"x":60,"y":127,"width":578,"height":12}},{"id":"58d51223-68de-4e0e-b034-5c78e589c11e","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":68,"box":{"x":59,"y":154,"width":864,"height":12}},{"id":"f3be1b1a-a8f2-44fc-a1df-5413f7b422d9","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":68,"box":{"x":59,"y":169,"width":815,"height":12}},{"id":"e921e90f-6ea0-44b6-a192-4b2c74267bf0","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":68,"box":{"x":59,"y":184,"width":859,"height":12}},{"id":"4d79cd19-9397-48a6-acba-6a79ba6b395b","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":68,"box":{"x":59,"y":199,"width":864,"height":12}},{"id":"2086fd73-3dd7-44f1-8383-dacea1ce20cc","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":68,"box":{"x":59,"y":214,"width":847,"height":12}},{"id":"9ae44e28-64f7-470a-8c66-a0c0ce3dee2a","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":68,"box":{"x":59,"y":229,"width":852,"height":12}},{"id":"875596db-3993-4b72-971d-1ffec95b440a","block_type":"box","text":"not be paid from any Fund assets. Other funds managed by BFA may also participate in such programs.","page_number":68,"box":{"x":60,"y":244,"width":721,"height":13}},{"id":"043066f9-9d57-42a2-99a3-d773c1bee467","block_type":"box","text":"Determination of Net Asset Value","page_number":68,"box":{"x":62,"y":275,"width":558,"height":23}},{"id":"16887266-6851-4818-b259-6d57588e2f98","block_type":"box","text":"Valuation of Shares.","page_number":68,"box":{"x":59,"y":316,"width":143,"height":10}},{"id":"5a232ff3-597a-4023-aee6-f7e7a53d5edb","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":68,"box":{"x":207,"y":316,"width":707,"height":12}},{"id":"923bbe24-32b3-4d80-8aac-0df44911bb9e","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":68,"box":{"x":59,"y":331,"width":876,"height":13}},{"id":"93821708-e20b-4050-9a11-96f90abdd747","block_type":"box","text":"by the Fund is as follows:","page_number":68,"box":{"x":60,"y":346,"width":173,"height":13}},{"id":"fef309bb-c0a7-46bc-9880-5ebc8c4d35d4","block_type":"box","text":"Equity Investments.","page_number":68,"box":{"x":60,"y":373,"width":139,"height":12}},{"id":"ae87d66f-6b19-43e5-afee-e5c632822478","block_type":"box","text":"Equity securities traded on a recognized securities exchange (","page_number":68,"box":{"x":205,"y":373,"width":430,"height":12}},{"id":"196a1304-ebf6-4adb-aede-de370b8279e3","block_type":"box","text":"e.g.","page_number":68,"box":{"x":636,"y":376,"width":23,"height":9}},{"id":"ec8ad298-34e9-47db-aa4e-268e9ce3afc5","block_type":"box","text":", NYSE), on separate trading boards of a","page_number":68,"box":{"x":661,"y":373,"width":276,"height":12}},{"id":"3c30de1c-e73a-4063-af10-a2fbf57296e6","block_type":"box","text":"securities exchange or through a market system that provides contemporaneous transaction pricing information (each an","page_number":68,"box":{"x":59,"y":388,"width":854,"height":12}},{"id":"827d47c8-7661-449c-a008-71b5cd201ce8","block_type":"box","text":"“Exchange”) are valued using information obtained via independent pricing services, generally at the Exchange closing price","page_number":68,"box":{"x":59,"y":403,"width":869,"height":12}},{"id":"88bfc3a0-e053-4a62-b310-27a839bc18e4","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":68,"box":{"x":59,"y":418,"width":875,"height":12}},{"id":"1f82f1c1-f2b8-4ba2-b865-0cc5c49e8163","block_type":"box","text":"or liabilities are valued. However, under certain circumstances, other means of determining current market value may be","page_number":68,"box":{"x":59,"y":433,"width":841,"height":13}},{"id":"9905063d-d27c-4d47-8897-dc8b5702d11b","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":68,"box":{"x":60,"y":448,"width":872,"height":13}},{"id":"b3b587b4-f1e5-4a95-ab2e-3a49cb58617a","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":68,"box":{"x":59,"y":463,"width":852,"height":13}},{"id":"a1695922-3909-4aa1-964f-28aa87f827c4","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":68,"box":{"x":59,"y":479,"width":862,"height":12}},{"id":"97cccd8e-278e-44f0-83f5-4bd16d126010","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":68,"box":{"x":60,"y":494,"width":829,"height":12}},{"id":"94125df2-a3d4-4743-ba85-a14cd2ad3804","block_type":"box","text":"below).","page_number":68,"box":{"x":60,"y":509,"width":50,"height":12}},{"id":"4b020ed7-7305-440f-af6b-1485e2eb0f04","block_type":"box","text":"Fixed-Income Investments.","page_number":68,"box":{"x":60,"y":535,"width":193,"height":10}},{"id":"8275fd6f-e0c8-4211-9f02-de835d899e0a","block_type":"box","text":"Fixed-income securities are valued using the last available bid prices or current market","page_number":68,"box":{"x":259,"y":535,"width":604,"height":13}},{"id":"47ad6cd5-2a4d-4f62-beae-d89ffbed774a","block_type":"box","text":"quotations provided by dealers or prices (including evaluated prices) supplied by the Funds’ approved independent third","page_number":68,"box":{"x":59,"y":550,"width":847,"height":13}},{"id":"c8810fa5-ee59-4a5b-8c8c-0b6470a50c6b","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":68,"box":{"x":59,"y":566,"width":854,"height":12}},{"id":"08e576bb-a865-42aa-9ea6-9f7e56189853","block_type":"box","text":"valuation models that utilize certain inputs and assumptions to derive values, including transaction data (","page_number":68,"box":{"x":59,"y":581,"width":737,"height":12}},{"id":"cbf552e2-7a13-4ee3-b309-477628c56326","block_type":"box","text":"e.g.","page_number":68,"box":{"x":797,"y":584,"width":23,"height":9}},{"id":"00e4a53f-060e-4f61-a426-11693d35186b","block_type":"box","text":", recent","page_number":68,"box":{"x":822,"y":582,"width":51,"height":10}},{"id":"0c2388bd-d3f3-491e-984e-74500f674907","block_type":"box","text":"representative bids and offers), credit quality information, perceived market movements, news, and other relevant","page_number":68,"box":{"x":60,"y":596,"width":795,"height":12}},{"id":"827b5621-cfaf-4a45-8d37-082a2e2abec8","block_type":"box","text":"information. Pricing services also may consider yields or prices of securities of comparable quality, coupon, maturity and","page_number":68,"box":{"x":60,"y":611,"width":841,"height":12}},{"id":"9cfdbac2-1cc6-4e10-b349-04f10f2316ca","block_type":"box","text":"type; indications as to values from dealers; general market conditions; and/or other factors and assumptions. Pricing services","page_number":68,"box":{"x":59,"y":626,"width":878,"height":12}},{"id":"9b660993-2652-4d40-800e-1ca2d0b8eec6","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":68,"box":{"x":59,"y":641,"width":866,"height":12}},{"id":"e02b9c58-4322-4e11-aa8a-bca6c22b1389","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":68,"box":{"x":59,"y":656,"width":867,"height":13}},{"id":"edd845f1-f0ed-474f-9ac5-06e00ef1f188","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":68,"box":{"x":59,"y":671,"width":860,"height":13}},{"id":"047d85af-b98b-4229-83f6-8ed4dcf5dd45","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":68,"box":{"x":60,"y":686,"width":819,"height":13}},{"id":"f7fdca02-6a1a-4a0f-88fd-0af87da12864","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":68,"box":{"x":60,"y":702,"width":844,"height":12}},{"id":"f80faf7c-4aca-426e-92b5-75c45f40c35b","block_type":"box","text":"income investments, including asset-backed and mortgage-related securities, may be valued based on valuation models that","page_number":68,"box":{"x":60,"y":717,"width":873,"height":12}},{"id":"72c66770-033b-439c-9317-d95a1f73393d","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":68,"box":{"x":59,"y":732,"width":829,"height":12}},{"id":"9fbb5a1e-489d-4946-9efb-c7c39d4a9500","block_type":"box","text":"tranche-specific spread to the benchmark yield based on the unique attributes of the tranche.","page_number":68,"box":{"x":59,"y":747,"width":655,"height":12}},{"id":"33f150cb-c43c-4d6e-9cf3-3bf35b2fcb34","block_type":"box","text":"Options, Futures, Swaps and Other Derivatives.","page_number":68,"box":{"x":59,"y":773,"width":338,"height":13}},{"id":"1b640e84-4eee-443b-ac86-f786cd889338","block_type":"box","text":"Exchange-traded equity options (except ETF options, equity index options","page_number":68,"box":{"x":403,"y":773,"width":517,"height":13}},{"id":"77748d09-1677-4944-9a7d-27473521ddb5","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":68,"box":{"x":59,"y":788,"width":875,"height":13}},{"id":"2a9bfd0a-b7c7-4dc0-bf94-9ee0189b8928","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":68,"box":{"x":59,"y":804,"width":869,"height":12}},{"id":"775a0d7b-8c79-49fb-aa46-72d50b2f26cd","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":68,"box":{"x":59,"y":819,"width":854,"height":12}},{"id":"a05bef87-3420-4758-91ee-5f411bd8cd5d","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":68,"box":{"x":60,"y":834,"width":848,"height":12}},{"id":"271415b0-1e2a-4a1a-bfc0-d1199eed4f9a","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":68,"box":{"x":59,"y":849,"width":868,"height":12}},{"id":"a510d46d-5f0f-48a2-b271-2b1ce98d4ea8","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":68,"box":{"x":59,"y":864,"width":863,"height":12}},{"id":"fc6aeafc-7410-4f10-ad55-5b08809af67f","block_type":"box","text":"Asset. Customized exchange-traded equity options, ETF options, equity index options and OTC derivatives may be valued","page_number":68,"box":{"x":59,"y":879,"width":848,"height":13}},{"id":"cd4a958a-0810-4e4d-8594-b4707b88bc45","block_type":"box","text":"51","page_number":68,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"e4129f4d-0161-48bd-bec7-87973c689649","block_type":"box","text":"using a mathematical model which may incorporate a number of market data factors. Financial futures contracts and","page_number":69,"box":{"x":60,"y":67,"width":822,"height":12}},{"id":"b82f5bb8-e7e8-45a9-b13d-e2a5192aa060","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":69,"box":{"x":59,"y":82,"width":831,"height":12}},{"id":"fb8c0ae9-2da7-405e-a364-ef06bbe5cd72","block_type":"box","text":"exchanges. Swap agreements and other derivatives are generally valued daily based upon quotations from market makers or","page_number":69,"box":{"x":59,"y":97,"width":872,"height":12}},{"id":"98d80c06-6e8d-44a5-a398-0e60b6a52b13","block_type":"box","text":"by a pricing service in accordance with the Valuation Procedures.","page_number":69,"box":{"x":60,"y":112,"width":453,"height":12}},{"id":"657877f3-24dd-428c-885f-6329a9a04083","block_type":"box","text":"Underlying Funds.","page_number":69,"box":{"x":60,"y":138,"width":130,"height":13}},{"id":"17c5b266-7542-47b6-9a83-76c1a4887560","block_type":"box","text":"Shares of underlying open-end funds (including money market funds) are valued at NAV. Shares of","page_number":69,"box":{"x":195,"y":138,"width":693,"height":13}},{"id":"7fee21ff-6e6c-4656-8219-2ca57942edb5","block_type":"box","text":"underlying exchange-traded closed-end funds or other ETFs will be valued at their most recent closing price.","page_number":69,"box":{"x":60,"y":154,"width":759,"height":12}},{"id":"ff1afb47-8461-4639-a03a-42bd8801893f","block_type":"box","text":"General Valuation Information.","page_number":69,"box":{"x":59,"y":180,"width":222,"height":10}},{"id":"6c1435eb-0df0-440a-82b0-a2d0670a8281","block_type":"box","text":"Prices obtained from independent third-party pricing services, broker-dealers or market","page_number":69,"box":{"x":287,"y":180,"width":613,"height":12}},{"id":"6a1fafe6-1c4c-4854-92bb-26f5d33b8451","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":69,"box":{"x":60,"y":195,"width":850,"height":10}},{"id":"9b725924-fea6-4368-988f-4f8264f6be73","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":69,"box":{"x":59,"y":210,"width":853,"height":13}},{"id":"832d98cd-1f24-4043-8d23-e66cb6e65fa6","block_type":"box","text":"which a Fund valued such security, the revised pricing service quotation generally will be applied prospectively. Such","page_number":69,"box":{"x":59,"y":225,"width":813,"height":13}},{"id":"f522fb6b-6075-4687-92f6-fa58ca84bb40","block_type":"box","text":"determination will be made considering pertinent facts and circumstances surrounding the revision.","page_number":69,"box":{"x":59,"y":240,"width":701,"height":13}},{"id":"56d91651-4775-46a1-bd7a-131589c24d15","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":69,"box":{"x":59,"y":267,"width":855,"height":12}},{"id":"b1e61a81-36de-4457-8757-2d20acfa62b0","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":69,"box":{"x":59,"y":282,"width":794,"height":12}},{"id":"2d3107db-8536-4ea2-a2a5-d0b815588033","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":69,"box":{"x":60,"y":297,"width":819,"height":13}},{"id":"b1f1284e-32a8-4155-842b-93028c1ed9cf","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":69,"box":{"x":60,"y":312,"width":846,"height":13}},{"id":"7feff872-2bee-4397-8e1e-2054a45ee9f2","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":69,"box":{"x":59,"y":327,"width":816,"height":13}},{"id":"a465d1d2-3e06-47f2-bd66-4cf65f3fec0d","block_type":"box","text":"technological issues and/or errors by pricing services or other third-party service providers.","page_number":69,"box":{"x":59,"y":343,"width":639,"height":12}},{"id":"0644ed40-73f4-4e57-b674-3687f20e9a99","block_type":"box","text":"All cash, receivables and current payables are carried on a Fund’s books at their fair value.","page_number":69,"box":{"x":59,"y":369,"width":626,"height":12}},{"id":"d01ae84d-a475-46c3-80e4-6401aec28acf","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":69,"box":{"x":60,"y":395,"width":871,"height":13}},{"id":"04754b2e-46f1-4328-8c43-55047434c626","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":69,"box":{"x":59,"y":411,"width":823,"height":12}},{"id":"7f5e658d-d9b6-4d1d-93a8-739373eb793c","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":69,"box":{"x":59,"y":426,"width":833,"height":12}},{"id":"1ffa8553-400a-4fd7-b057-ab61f3429a07","block_type":"box","text":"liabilities (including securities for which market quotations are not readily available) held by a Fund (including restricted","page_number":69,"box":{"x":60,"y":441,"width":836,"height":12}},{"id":"f833453d-b03c-44a2-b690-2e9a7bb63713","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":69,"box":{"x":59,"y":456,"width":862,"height":12}},{"id":"6f4e1323-1b8b-4377-976a-c727edddb4c9","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":69,"box":{"x":60,"y":471,"width":804,"height":12}},{"id":"6ed4a64f-ae31-4abe-9dea-5d724a3cba19","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":69,"box":{"x":60,"y":497,"width":874,"height":13}},{"id":"4a72b4bc-a635-4838-83d2-cfee468782f0","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":69,"box":{"x":59,"y":513,"width":856,"height":12}},{"id":"0ca0bc56-c90c-4d3f-b675-a734c04cbf7e","block_type":"box","text":"performance and the performance of the Underlying Index.","page_number":69,"box":{"x":59,"y":528,"width":414,"height":12}},{"id":"ef8fb21f-142c-4e1d-b96a-192fdf8a0455","block_type":"box","text":"Fair Value.","page_number":69,"box":{"x":60,"y":554,"width":73,"height":10}},{"id":"2b210365-455b-412b-aa8f-754977a0b059","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":69,"box":{"x":138,"y":554,"width":796,"height":13}},{"id":"621095f7-afc4-432b-be0f-3d06bfaa2de4","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":69,"box":{"x":59,"y":569,"width":854,"height":13}},{"id":"784c0dd9-b46d-45fa-8e91-eed963bf1242","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":69,"box":{"x":60,"y":584,"width":819,"height":13}},{"id":"c2674dac-36a9-4277-8baf-71dea326d9a3","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":69,"box":{"x":59,"y":600,"width":838,"height":12}},{"id":"90070765-3ff5-4568-84b6-99bcf2da79e0","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":69,"box":{"x":59,"y":615,"width":855,"height":12}},{"id":"0205a0a4-e8a9-4996-8bc4-5e5399bfff73","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":69,"box":{"x":59,"y":630,"width":851,"height":12}},{"id":"f847261b-9798-4fb7-8d38-7129a326f47d","block_type":"box","text":"unreliable (","page_number":69,"box":{"x":60,"y":645,"width":77,"height":12}},{"id":"fda3cd21-8a55-4fab-bf44-57c6f64f14f4","block_type":"box","text":"e.g.","page_number":69,"box":{"x":138,"y":648,"width":23,"height":9}},{"id":"ac4da96e-01d6-41a6-99dd-f9d200b8bdc9","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":69,"box":{"x":163,"y":645,"width":745,"height":12}},{"id":"cedb1473-bdbe-40e0-9a38-26467bd35105","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":69,"box":{"x":59,"y":660,"width":839,"height":12}},{"id":"3a3ca3be-e46a-414f-9e0a-433d0de77036","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":69,"box":{"x":59,"y":675,"width":822,"height":12}},{"id":"d67b146a-868e-4161-aea9-64f7182300df","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":69,"box":{"x":59,"y":690,"width":861,"height":13}},{"id":"95de5573-d651-46a4-893e-beea538abd24","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":69,"box":{"x":59,"y":705,"width":863,"height":13}},{"id":"a4691702-09be-40be-95e0-314855240008","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":69,"box":{"x":60,"y":720,"width":863,"height":13}},{"id":"cae714e3-d6b7-4dec-a1da-ccbca44eace5","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":69,"box":{"x":60,"y":736,"width":863,"height":12}},{"id":"add05859-1ce8-44a7-b4cc-245acc3d680e","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":69,"box":{"x":60,"y":751,"width":857,"height":12}},{"id":"d3847f67-2d6d-4833-8d42-5721a9c22847","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":69,"box":{"x":59,"y":766,"width":829,"height":12}},{"id":"55b2313d-744f-4fb8-bd95-c106e219a068","block_type":"box","text":"liability, in which case such asset or liability would be treated as a Fair Value Asset.","page_number":69,"box":{"x":60,"y":781,"width":573,"height":12}},{"id":"ba76a267-c988-4fed-9cee-dac60c172a46","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":69,"box":{"x":60,"y":807,"width":873,"height":13}},{"id":"d0e52d47-edc6-4b0a-8a8d-15fa7df65ed0","block_type":"box","text":"a proprietary multi-factor model after the relevant foreign markets have closed. This systematic fair value pricing","page_number":69,"box":{"x":59,"y":823,"width":787,"height":12}},{"id":"5bb7910e-ac06-40ab-bfa4-7a404b00c405","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":69,"box":{"x":60,"y":838,"width":866,"height":12}},{"id":"54094562-da5e-4093-9a9d-22aabf1c757c","block_type":"box","text":"local markets to the prices that might have prevailed as of a Fund’s pricing time.","page_number":69,"box":{"x":60,"y":853,"width":558,"height":12}},{"id":"950725a6-7210-4c5f-bfcc-8ca1935e910d","block_type":"box","text":"52","page_number":69,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"65a6ee09-7634-4fe1-8ff8-a28b3f666e08","block_type":"box","text":"BFA’s Rule 2a-5 Committee is responsible for reviewing and approving methodologies by investment type and significant","page_number":70,"box":{"x":60,"y":67,"width":843,"height":12}},{"id":"ef5f0a3d-5884-441b-bacf-3d4fe6941a1b","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":70,"box":{"x":60,"y":82,"width":873,"height":12}},{"id":"c99ed40b-4fb2-4381-90be-24fe7f136da1","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":70,"box":{"x":59,"y":97,"width":848,"height":12}},{"id":"ebfba32d-3fbf-4c47-9199-461838f2d241","block_type":"box","text":"regularly evaluates the values assigned to the securities and other assets and liabilities of a Fund.","page_number":70,"box":{"x":60,"y":112,"width":676,"height":12}},{"id":"c28cf2a0-8aff-4389-a8cc-081ecebcceed","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":70,"box":{"x":59,"y":138,"width":868,"height":13}},{"id":"eea239c5-2c17-41ab-a621-32987a7dc692","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":70,"box":{"x":59,"y":154,"width":838,"height":12}},{"id":"c590afb5-6327-49da-bfc9-af3c3fd4d8e3","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":70,"box":{"x":60,"y":169,"width":846,"height":12}},{"id":"6dd69128-ae6f-45dc-8e69-70a3b3238504","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":70,"box":{"x":59,"y":184,"width":857,"height":12}},{"id":"2a1a9566-aaac-44f2-bc00-32c42433d7dc","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":70,"box":{"x":59,"y":199,"width":878,"height":12}},{"id":"67b5cd48-3214-4e82-8580-4c1b2620a36e","block_type":"box","text":"by BFA using proprietary or third-party valuation models.","page_number":70,"box":{"x":60,"y":214,"width":396,"height":12}},{"id":"c8163d37-2a87-49e8-b829-1a65b5ca7dca","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":70,"box":{"x":60,"y":240,"width":847,"height":13}},{"id":"7aeac017-8603-4073-ac92-305f6de8cbbc","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":70,"box":{"x":60,"y":256,"width":865,"height":12}},{"id":"b38c8a76-80ab-4a9c-84ed-0e4a3229ba55","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":70,"box":{"x":59,"y":271,"width":879,"height":12}},{"id":"95711826-9249-4aea-8d94-9e89b0676547","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":70,"box":{"x":59,"y":286,"width":796,"height":12}},{"id":"90012cec-098a-4ccf-bcf7-b6872faebea6","block_type":"box","text":"transactions in the relevant investment (or comparable instruments) or, where appropriate, an appraisal by a third-party","page_number":70,"box":{"x":59,"y":301,"width":839,"height":12}},{"id":"edabff98-0c1d-40ec-aa92-e965a496804d","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":70,"box":{"x":59,"y":316,"width":801,"height":12}},{"id":"88494440-4720-48a9-8e28-ec6290e15db0","block_type":"box","text":"investment.","page_number":70,"box":{"x":60,"y":332,"width":80,"height":9}},{"id":"ef3ebe88-2224-41fb-9726-a1efd72f2df7","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":70,"box":{"x":59,"y":358,"width":864,"height":12}},{"id":"27b06e45-f095-488f-b28d-47dd090bd163","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":70,"box":{"x":60,"y":373,"width":842,"height":12}},{"id":"270bcc59-4f41-4ce8-aae9-3dcd241487dd","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":70,"box":{"x":60,"y":388,"width":849,"height":12}},{"id":"034dadf0-f349-42b3-a87b-c1a06ef973c7","block_type":"box","text":"effect of diluting or increasing the economic interest of existing shareholders.","page_number":70,"box":{"x":59,"y":403,"width":541,"height":12}},{"id":"acbcad4a-aaa8-4aa1-abdf-7bd0d663d76c","block_type":"box","text":"A Fund’s annual audited financial statements, which are prepared in accordance with accounting principles generally","page_number":70,"box":{"x":59,"y":429,"width":821,"height":13}},{"id":"27945ac4-2cad-4576-b4e9-5e93235faf67","block_type":"box","text":"accepted in the United States of America (“US GAAP”), follow the requirements for valuation set forth in Financial","page_number":70,"box":{"x":59,"y":445,"width":795,"height":12}},{"id":"2bd1deda-027b-4923-82d4-7a03e9eb3f7b","block_type":"box","text":"Accounting Standards Board Accounting Standards Codification Topic 820, “Fair Value Measurements and Disclosures”","page_number":70,"box":{"x":59,"y":460,"width":837,"height":12}},{"id":"1863ca39-fe15-4a68-8e9f-da8dc238afa3","block_type":"box","text":"(“ASC 820”), which defines and establishes a framework for measuring fair value under US GAAP and expands financial","page_number":70,"box":{"x":60,"y":475,"width":835,"height":12}},{"id":"3632b47d-e052-44e3-8b16-8f2d167d7247","block_type":"box","text":"statement disclosure requirements relating to fair value measurements.","page_number":70,"box":{"x":59,"y":490,"width":499,"height":12}},{"id":"321111d7-4ffd-4bf3-a7ed-b01de1eaa1a8","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":70,"box":{"x":59,"y":516,"width":871,"height":13}},{"id":"e0f6148f-be08-446f-9058-e644e142a850","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":70,"box":{"x":59,"y":531,"width":839,"height":13}},{"id":"0cc8922f-9f1d-421f-9cd4-f5d8d62c1b1f","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":70,"box":{"x":59,"y":547,"width":862,"height":12}},{"id":"ee379929-d347-47ba-914b-3a113f613acc","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":70,"box":{"x":59,"y":562,"width":862,"height":12}},{"id":"e5567b18-1564-4107-b69c-4decc559c411","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":70,"box":{"x":59,"y":577,"width":779,"height":12}},{"id":"8932f657-546f-40c7-b826-3d369f400278","block_type":"box","text":"Brokerage Transactions","page_number":70,"box":{"x":62,"y":608,"width":390,"height":29}},{"id":"44bcc174-b576-448a-9ebf-d69f145c841f","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":70,"box":{"x":59,"y":649,"width":877,"height":12}},{"id":"e85560fe-e9f7-4b1f-8fdc-2f5d528fe05d","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":70,"box":{"x":59,"y":664,"width":836,"height":12}},{"id":"bea4aef9-465d-4e8f-bc49-d35cbd410fbd","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":70,"box":{"x":59,"y":679,"width":818,"height":12}},{"id":"49775e9e-198f-4e79-8352-e9b7b858ad12","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":70,"box":{"x":59,"y":694,"width":877,"height":12}},{"id":"95d74152-ced5-4f3d-bbce-97ea8822b18d","block_type":"box","text":"in positioning blocks of securities. While BFA generally seeks reasonable trade execution costs, the Fund does not necessarily","page_number":70,"box":{"x":60,"y":709,"width":875,"height":12}},{"id":"f6764685-a475-4722-abb9-54564c0e50d4","block_type":"box","text":"pay the lowest spread or commission available, and payment of the lowest commission or spread is not necessarily","page_number":70,"box":{"x":59,"y":724,"width":805,"height":13}},{"id":"e09f5c90-f54b-45ef-9677-bfcc97eb3a41","block_type":"box","text":"consistent with obtaining the best price and execution in particular transactions. Subject to applicable legal requirements,","page_number":70,"box":{"x":59,"y":739,"width":852,"height":13}},{"id":"8351054c-bd4a-40d3-ba8b-ca17be55c65e","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":70,"box":{"x":60,"y":754,"width":873,"height":13}},{"id":"9b69a489-31d0-4a91-9235-3ad0180b165b","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":70,"box":{"x":60,"y":770,"width":838,"height":12}},{"id":"202fbb26-7c5d-4cc9-8905-5da4a71042be","block_type":"box","text":"determines in good faith that the commission is reasonable in relation to the services provided.","page_number":70,"box":{"x":59,"y":785,"width":665,"height":12}},{"id":"861f2e92-772f-4d5e-89e9-ff000c40e7a0","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":70,"box":{"x":60,"y":811,"width":824,"height":13}},{"id":"b0d69c0f-eb23-4122-9874-61df47d8a2ea","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":70,"box":{"x":59,"y":826,"width":833,"height":13}},{"id":"1d53e06f-b363-4591-8409-cb52e03383a1","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":70,"box":{"x":59,"y":841,"width":792,"height":13}},{"id":"fac256da-082c-41ac-a28b-408450c99feb","block_type":"box","text":"transaction; (iii) BFA’s knowledge of the expected commission rates and spreads currently available; (iv) the activity existing","page_number":70,"box":{"x":59,"y":857,"width":864,"height":12}},{"id":"5f3a8c6d-8a2d-4cd3-b174-1ff7250afb55","block_type":"box","text":"and expected in the market for the particular security or instrument, including any anticipated execution difficulties; (v) the","page_number":70,"box":{"x":59,"y":872,"width":861,"height":12}},{"id":"9d0037a2-a7e1-4029-8888-3dd365e5e150","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":70,"box":{"x":59,"y":887,"width":820,"height":12}},{"id":"45ec2bf6-a5da-4d5a-870e-60c9c00581a1","block_type":"box","text":"53","page_number":70,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"1f7f423a-1291-4bf2-83a4-1c7a57e09576","block_type":"box","text":"services provided; (viii) the reasonableness of the commission, dealer spread or its equivalent for the specific transaction; and","page_number":71,"box":{"x":59,"y":67,"width":878,"height":12}},{"id":"be1c144f-fc72-46be-a412-b2c19a7db429","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":71,"box":{"x":60,"y":82,"width":832,"height":12}},{"id":"a9e998d8-39e0-4098-8986-22f4d655fcdf","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":71,"box":{"x":60,"y":97,"width":855,"height":12}},{"id":"f267334a-144c-4633-bbba-ff50e2c2a507","block_type":"box","text":"securities, or other circumstances.","page_number":71,"box":{"x":59,"y":112,"width":240,"height":11}},{"id":"2f5bb60a-ad62-448a-8b09-05364ac1f8f6","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":71,"box":{"x":59,"y":138,"width":863,"height":13}},{"id":"37b48025-5dbf-4a6a-ab16-c3423af12d0b","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":71,"box":{"x":59,"y":154,"width":845,"height":12}},{"id":"66124d53-4c1d-4bc5-9ced-26de9b54b25e","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":71,"box":{"x":60,"y":169,"width":871,"height":12}},{"id":"d3223af5-7458-4cb7-8bfe-c2932f2eddcd","block_type":"box","text":"services provided by that broker or dealer. This includes commissions paid on riskless principal transactions in securities","page_number":71,"box":{"x":59,"y":184,"width":839,"height":12}},{"id":"cb219b0d-5d16-4a17-8b86-121cf210d508","block_type":"box","text":"under certain conditions.","page_number":71,"box":{"x":60,"y":199,"width":174,"height":10}},{"id":"31789108-ba72-4902-874d-9ac70816655b","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":71,"box":{"x":60,"y":225,"width":849,"height":13}},{"id":"2d7e3a02-99f9-4bdf-b062-a2ff4e7bed6e","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":71,"box":{"x":60,"y":240,"width":878,"height":13}},{"id":"489525cb-875e-4c93-a822-679462023c91","block_type":"box","text":"adopted rules expressly permitting these types of arrangements under certain circumstances. Generally, the broker will","page_number":71,"box":{"x":59,"y":256,"width":831,"height":12}},{"id":"90d1a27d-71b7-457d-8d77-5b50e617f225","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":71,"box":{"x":59,"y":271,"width":807,"height":12}},{"id":"e8752254-214c-4a01-9b33-608ea9a3fee6","block_type":"box","text":"transactions. These arrangements may not fall within the safe harbor of Section 28(e).","page_number":71,"box":{"x":59,"y":286,"width":604,"height":12}},{"id":"2bf82664-0eac-444d-8444-a2820527a092","block_type":"box","text":"OTC issues, including most fixed-income securities such as corporate debt and U.S. Government securities, are normally","page_number":71,"box":{"x":59,"y":312,"width":842,"height":13}},{"id":"bc51ea67-b47a-47ba-9897-0c6ca0dd46ef","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":71,"box":{"x":59,"y":327,"width":861,"height":13}},{"id":"4058ac7f-a78f-4bec-b01c-fee921bf1682","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":71,"box":{"x":60,"y":343,"width":875,"height":12}},{"id":"b35dcec3-8b1a-4347-9209-9c7013463ece","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":71,"box":{"x":59,"y":358,"width":877,"height":12}},{"id":"a3293e9c-4518-4229-a267-4be49db0b464","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":71,"box":{"x":60,"y":373,"width":862,"height":12}},{"id":"a81da19b-582c-4d92-9e7d-7c2849efd006","block_type":"box","text":"security at the time, and includes the dealer’s normal profit.","page_number":71,"box":{"x":59,"y":388,"width":417,"height":12}},{"id":"aecab4c6-0a13-48e4-8c4b-021383178829","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":71,"box":{"x":60,"y":414,"width":804,"height":13}},{"id":"40842cc9-885b-4e08-9a07-7f391f342546","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":71,"box":{"x":59,"y":429,"width":858,"height":13}},{"id":"1224aa91-c5d4-4d7e-bd8b-e7efe17c0c87","block_type":"box","text":"such transactions is obtained from the SEC. Since transactions in the OTC market usually involve transactions with the","page_number":71,"box":{"x":59,"y":445,"width":828,"height":12}},{"id":"5c2b9370-c18f-45dc-8530-17fe2000875c","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":71,"box":{"x":59,"y":460,"width":874,"height":12}},{"id":"098d459f-3562-4a96-b583-cc0e99618f04","block_type":"box","text":"affiliated persons in connection with such transactions. The Fund will not purchase securities during the existence of any","page_number":71,"box":{"x":59,"y":475,"width":847,"height":12}},{"id":"c94dd329-1497-4d0c-bf2b-9ce1225443f2","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":71,"box":{"x":60,"y":490,"width":853,"height":12}},{"id":"b0c75f98-ad32-4c50-9bc1-587c51642a42","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":71,"box":{"x":59,"y":505,"width":875,"height":12}},{"id":"e45b3a64-15b0-424c-b6e6-13a3e80418fe","block_type":"box","text":"Act.","page_number":71,"box":{"x":59,"y":521,"width":27,"height":9}},{"id":"ccb4c14d-6ae3-41d2-aa9e-ffb45cc596dc","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":71,"box":{"x":60,"y":547,"width":855,"height":12}},{"id":"f33420c0-7acf-4ae1-880d-0b92c47ca4f8","block_type":"box","text":"currently expect to incur any brokerage commission expense on such transactions because money market instruments are","page_number":71,"box":{"x":59,"y":562,"width":861,"height":12}},{"id":"55ada995-7665-424e-bd22-e62cbe0d5e86","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":71,"box":{"x":59,"y":577,"width":856,"height":12}},{"id":"bfae04aa-6687-4464-89c5-a647fe3d8969","block_type":"box","text":"price of the security, however, usually includes a profit to the dealer.","page_number":71,"box":{"x":59,"y":592,"width":472,"height":12}},{"id":"53c82593-bc77-4331-af1b-74a519e2270d","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":71,"box":{"x":60,"y":618,"width":823,"height":13}},{"id":"23aab376-ed3d-497d-a5fe-0d3633739ac7","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":71,"box":{"x":59,"y":634,"width":866,"height":12}},{"id":"6ff9ad98-a9bd-438a-ac2b-f903bb19e07e","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":649,"width":868,"height":12}},{"id":"014026f9-1236-46ee-8120-406fc810b324","block_type":"box","text":"other brokers or dealers in comparable transactions.","page_number":71,"box":{"x":59,"y":664,"width":365,"height":12}},{"id":"79da17f3-1242-4621-b913-f91eca686686","block_type":"box","text":"Securities purchased in underwritten offerings include a fixed amount of compensation to the underwriter, generally referred","page_number":71,"box":{"x":59,"y":690,"width":873,"height":13}},{"id":"9082a6eb-07c9-4686-9ebd-e83dce4bb18d","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":71,"box":{"x":59,"y":705,"width":823,"height":13}},{"id":"f877db56-5753-4dc6-ac0a-f066febdc74b","block_type":"box","text":"commissions or discounts are paid.","page_number":71,"box":{"x":59,"y":720,"width":247,"height":13}},{"id":"6f0e41e1-875f-4ab0-b232-01f2bbf6e375","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":71,"box":{"x":60,"y":747,"width":839,"height":12}},{"id":"32e98701-4c7c-42e3-9a83-9e0be87bfdba","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":71,"box":{"x":60,"y":762,"width":834,"height":12}},{"id":"3f30d185-2a29-45c8-89d1-22759db6c4bb","block_type":"box","text":"allocations. These factors include: (i) investment objectives or strategies for particular accounts, including sector, industry,","page_number":71,"box":{"x":59,"y":777,"width":854,"height":13}},{"id":"b71a9060-8d39-41be-abae-2035dd1c255a","block_type":"box","text":"country or region and capitalization weightings; (ii) tax considerations of an account; (iii) risk or investment concentration","page_number":71,"box":{"x":59,"y":792,"width":854,"height":13}},{"id":"1eb3069e-4f25-42c6-a74a-f00e3aca492e","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":71,"box":{"x":59,"y":807,"width":843,"height":13}},{"id":"b7cbc222-aa2b-4e40-ac57-d247b4d5ec6f","block_type":"box","text":"cash availability and liquidity requirements for accounts; (vii) regulatory restrictions; (viii) minimum investment size of an","page_number":71,"box":{"x":59,"y":823,"width":846,"height":12}},{"id":"fc95ae90-e5a2-4c87-bf2d-e774a05a805d","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":71,"box":{"x":59,"y":838,"width":812,"height":12}},{"id":"2be45b3c-3c48-48fe-bb92-d838fd0b1bba","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":71,"box":{"x":59,"y":853,"width":877,"height":12}},{"id":"62cba0df-cf4e-4f03-a8fe-80ce10312fbd","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":71,"box":{"x":60,"y":868,"width":866,"height":12}},{"id":"8c963d34-b092-44f8-9cc2-00a8dfc82235","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":71,"box":{"x":59,"y":883,"width":843,"height":12}},{"id":"47db6059-fc7c-4c98-a717-5d5f76c35a31","block_type":"box","text":"54","page_number":71,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"cbe9ec43-558b-4db2-a0a9-c6f515d9a9b7","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":72,"box":{"x":59,"y":67,"width":871,"height":12}},{"id":"38d394aa-424f-4a9b-9706-94b8d6e20d98","block_type":"box","text":"or benefits to be rendered to BlackRock; or (v) to manage or equalize investment performance among different client","page_number":72,"box":{"x":59,"y":82,"width":817,"height":12}},{"id":"e173ae21-ed35-4f3a-bf22-ffe24262c44b","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":72,"box":{"x":59,"y":97,"width":863,"height":12}},{"id":"2ae0fb2e-f08f-4a1d-bbfa-e8e5bd6d0964","block_type":"box","text":"in which the Fund may invest.","page_number":72,"box":{"x":60,"y":112,"width":207,"height":12}},{"id":"a4dc9776-156a-4bcc-ae4f-a3b29f898a6c","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":72,"box":{"x":60,"y":138,"width":861,"height":13}},{"id":"f294ed51-fb60-49c2-b451-c7084506beaf","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":72,"box":{"x":60,"y":154,"width":871,"height":12}},{"id":"b8e90d17-e0da-4051-8023-20e487019054","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":72,"box":{"x":59,"y":169,"width":823,"height":9}},{"id":"bc85ef3b-3159-4647-b946-f1c4d4592a9c","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":72,"box":{"x":59,"y":184,"width":867,"height":12}},{"id":"7754ad0d-08b6-441b-a985-d9b1c5558d8e","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":72,"box":{"x":59,"y":199,"width":872,"height":12}},{"id":"6c2d9f27-29a6-43ee-9e28-10401cc67442","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":72,"box":{"x":59,"y":214,"width":855,"height":12}},{"id":"ff471f9e-b548-4df1-89b5-3a4b2244efab","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":72,"box":{"x":59,"y":229,"width":860,"height":12}},{"id":"a9e8c1da-2c44-4756-80b9-5ed56f152bb6","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":72,"box":{"x":59,"y":244,"width":863,"height":13}},{"id":"2d9eea56-eda2-4134-8155-88d3b7ee10a4","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":72,"box":{"x":59,"y":259,"width":871,"height":13}},{"id":"af5c4752-63e4-44c7-90e2-8604d7e2d8a6","block_type":"box","text":"shares received during the IPO will be allocated among participating client accounts within each investment mandate on a","page_number":72,"box":{"x":59,"y":274,"width":856,"height":13}},{"id":"0cdc8ebc-0b92-4c6c-868f-4e05f70a0031","block_type":"box","text":"pro rata","page_number":72,"box":{"x":58,"y":291,"width":56,"height":11}},{"id":"e0a15121-7a98-4f8b-8766-21f96aab8bcb","block_type":"box","text":"basis. This","page_number":72,"box":{"x":119,"y":290,"width":71,"height":9}},{"id":"6ea6413b-67b3-43ff-b4e0-125c5a1ea574","block_type":"box","text":"pro rata","page_number":72,"box":{"x":195,"y":291,"width":55,"height":11}},{"id":"ef8bfccf-e480-404a-89cc-05b6601299ef","block_type":"box","text":"allocation may result in the Fund receiving less of a particular security than if pro-rating had not","page_number":72,"box":{"x":255,"y":290,"width":671,"height":12}},{"id":"a3dd4e90-7f18-4712-a8b8-c5c493c21711","block_type":"box","text":"occurred. All allocations of securities will be subject, where relevant, to share minimums established for accounts and","page_number":72,"box":{"x":59,"y":305,"width":823,"height":12}},{"id":"e866c09c-4329-4b35-9e0f-f5f8d96c922f","block_type":"box","text":"compliance constraints. In situations where supply is too limited to be allocated among all accounts for which the","page_number":72,"box":{"x":59,"y":320,"width":797,"height":12}},{"id":"bf4877ba-686c-4bc9-9823-33b61d33bff2","block_type":"box","text":"investment is eligible, portfolio managers may rotate such investment opportunities among one or more accounts so long as","page_number":72,"box":{"x":60,"y":335,"width":873,"height":12}},{"id":"0de33310-5bde-472b-86cf-417cbc1bf3a3","block_type":"box","text":"the rotation system provides for fair access for all client accounts over time. Other allocation methodologies that are","page_number":72,"box":{"x":59,"y":350,"width":813,"height":12}},{"id":"ebad9f2f-6b8d-47f3-9a00-f83d3ddd3d31","block_type":"box","text":"considered by BFA to be fair and equitable to clients may be used as well.","page_number":72,"box":{"x":59,"y":365,"width":510,"height":13}},{"id":"75ebb47b-deae-46a6-99ff-9ce793eb7c6d","block_type":"box","text":"Because different accounts may have differing investment objectives and policies, BFA may buy and sell the same securities","page_number":72,"box":{"x":60,"y":392,"width":861,"height":12}},{"id":"1aec8454-182d-456b-bc35-2a926b19f1df","block_type":"box","text":"at the same time for different clients based on the particular investment objective, guidelines and strategies of those","page_number":72,"box":{"x":59,"y":407,"width":812,"height":12}},{"id":"94eb629b-00a6-40d2-85f2-77178ba86d52","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":72,"box":{"x":59,"y":422,"width":851,"height":12}},{"id":"1630d033-5414-4101-b736-f9bdb1c455f9","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":72,"box":{"x":59,"y":437,"width":878,"height":12}},{"id":"7351519e-5324-4344-887f-517df6001859","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":72,"box":{"x":59,"y":452,"width":860,"height":12}},{"id":"c8f74266-102f-46ae-b7b7-3c4b24dbe0db","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":72,"box":{"x":59,"y":467,"width":864,"height":13}},{"id":"28d3e8f4-0538-4787-b920-44e5f111fbab","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":72,"box":{"x":60,"y":482,"width":843,"height":13}},{"id":"4a99d46d-e9a2-4e72-8933-c4bc0c6cdf79","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":72,"box":{"x":59,"y":497,"width":874,"height":13}},{"id":"5cd25782-1b4f-43b5-b54a-6d9675864ae7","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":72,"box":{"x":59,"y":513,"width":877,"height":12}},{"id":"2800eac3-c23e-4a69-b160-7109339e8d98","block_type":"box","text":"feasible, for the respective funds and clients in a manner deemed equitable to all.","page_number":72,"box":{"x":59,"y":528,"width":566,"height":12}},{"id":"70fdca7b-4dca-4604-ac26-e2454e662a8a","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":72,"box":{"x":60,"y":554,"width":830,"height":13}},{"id":"815a8126-a546-45e6-a2e3-c6275acda004","block_type":"box","text":"certain contemporaneous purchases or sale orders of its advisory accounts and advisory accounts of affiliates. In general, all","page_number":72,"box":{"x":59,"y":569,"width":869,"height":13}},{"id":"cea35f6d-345e-4fe3-a03a-dba9ed94a626","block_type":"box","text":"contemporaneous trades for client accounts under management by the same portfolio manager or investment team will be","page_number":72,"box":{"x":59,"y":584,"width":865,"height":13}},{"id":"b9a35cd2-15ec-448f-8632-22f3af415e81","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":72,"box":{"x":60,"y":600,"width":871,"height":12}},{"id":"268eda71-a596-48d3-bd11-85f77aa79608","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":72,"box":{"x":60,"y":615,"width":843,"height":12}},{"id":"9f198896-a56f-4eaf-bb7f-a679c65ad6dc","block_type":"box","text":"pro","page_number":72,"box":{"x":907,"y":618,"width":24,"height":9}},{"id":"3cd1797a-7556-43ef-a42f-7affe77bea65","block_type":"box","text":"rata","page_number":72,"box":{"x":59,"y":631,"width":28,"height":8}},{"id":"93e43e6e-f62f-4882-8c0f-805365c53983","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":72,"box":{"x":92,"y":630,"width":837,"height":12}},{"id":"6895a9bd-7b39-42d0-a550-5d1d917ef088","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":72,"box":{"x":59,"y":645,"width":857,"height":12}},{"id":"5dd1ebae-aeb9-4a14-be80-9ac194137daf","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":72,"box":{"x":60,"y":660,"width":876,"height":12}},{"id":"0c877e63-1a7a-47a6-9c84-6dad0573497e","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":72,"box":{"x":59,"y":675,"width":870,"height":12}},{"id":"f9847ebb-b031-495c-9dd6-d144e993e4f9","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":72,"box":{"x":60,"y":690,"width":868,"height":13}},{"id":"9437b0df-2fe9-4f62-b4f6-35ae66d06af6","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":72,"box":{"x":59,"y":705,"width":859,"height":13}},{"id":"e65672bd-c824-4529-b221-1f06a2eecbd7","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":72,"box":{"x":59,"y":720,"width":878,"height":13}},{"id":"01172729-1315-4e92-9fff-25e51488dd00","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":72,"box":{"x":59,"y":736,"width":876,"height":12}},{"id":"f9b0752e-a5cb-43e3-b9b8-d484b21e4209","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":72,"box":{"x":59,"y":751,"width":758,"height":12}},{"id":"6de66faa-636c-4673-b365-6bf82efbea09","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":72,"box":{"x":59,"y":777,"width":811,"height":13}},{"id":"c63620f5-3d3c-4ae5-8946-49b53e67d83e","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":72,"box":{"x":60,"y":792,"width":866,"height":13}},{"id":"c184bb4d-9ee5-4132-b880-9952ea368304","block_type":"box","text":"over those periods or changes to the allocation of equities and derivatives in the Fund’s portfolio:","page_number":72,"box":{"x":59,"y":807,"width":678,"height":13}},{"id":"f10b9548-6de2-43ba-8467-0777ee637fb8","block_type":"box","text":"55","page_number":72,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"42141195-4762-4d7e-b02d-e4b2c3854efe","block_type":"box","text":"Brokerage","page_number":73,"box":{"x":292,"y":67,"width":58,"height":10}},{"id":"96673e4d-faa3-4ebd-8e4c-8df89e763176","block_type":"box","text":"Commissions","page_number":73,"box":{"x":291,"y":78,"width":77,"height":7}},{"id":"afc44602-8411-44c3-9cc7-eebea53e03ae","block_type":"box","text":"Paid During","page_number":73,"box":{"x":292,"y":87,"width":66,"height":10}},{"id":"4219d2b1-d5ef-4546-b198-a5b4abf08eab","block_type":"box","text":"Fiscal Year","page_number":73,"box":{"x":292,"y":97,"width":60,"height":8}},{"id":"17112d3a-760e-430b-8887-e1418426272e","block_type":"box","text":"Ended October 31,","page_number":73,"box":{"x":292,"y":108,"width":105,"height":9}},{"id":"21a6d857-cdb1-49b0-98a7-f2bae313e45a","block_type":"box","text":"2025","page_number":73,"box":{"x":291,"y":118,"width":28,"height":7}},{"id":"4e610c06-cdc2-44ea-a159-c611b2e86361","block_type":"box","text":"Brokerage","page_number":73,"box":{"x":470,"y":67,"width":58,"height":10}},{"id":"2ca17bba-f401-40cd-9cf1-6ea40c7619ba","block_type":"box","text":"Commissions","page_number":73,"box":{"x":460,"y":78,"width":77,"height":7}},{"id":"61a5dc03-42bb-42de-bb05-bb3558a23d89","block_type":"box","text":"Paid During","page_number":73,"box":{"x":465,"y":87,"width":67,"height":10}},{"id":"3281a850-12ae-4f1a-9e26-2349f586d373","block_type":"box","text":"Fiscal Year","page_number":73,"box":{"x":469,"y":97,"width":60,"height":8}},{"id":"19e2e81b-b1ed-4d4f-ad3b-88068f02054e","block_type":"box","text":"Ended October 31,","page_number":73,"box":{"x":446,"y":108,"width":105,"height":9}},{"id":"215c461c-daec-42f2-a68a-755fe7f5598a","block_type":"box","text":"2024","page_number":73,"box":{"x":485,"y":118,"width":27,"height":7}},{"id":"70e87a98-c8a7-456f-914d-494177ebdcb2","block_type":"box","text":"Brokerage","page_number":73,"box":{"x":615,"y":67,"width":58,"height":10}},{"id":"69937ed8-dcaa-4f93-ad29-65606d829b98","block_type":"box","text":"Commissions","page_number":73,"box":{"x":605,"y":78,"width":77,"height":7}},{"id":"c4e4957e-def6-4513-bd99-06455cae676e","block_type":"box","text":"Paid During","page_number":73,"box":{"x":611,"y":87,"width":66,"height":10}},{"id":"a0fe70af-9089-428d-a5c5-d54d5525dc6b","block_type":"box","text":"Fiscal Year","page_number":73,"box":{"x":614,"y":97,"width":60,"height":8}},{"id":"6ec57a88-0021-4ccf-8785-4642b1a9a6f6","block_type":"box","text":"Ended October 31,","page_number":73,"box":{"x":591,"y":108,"width":106,"height":9}},{"id":"253290ae-62fb-4bd1-8fd5-28581fb2118c","block_type":"box","text":"2023","page_number":73,"box":{"x":630,"y":118,"width":27,"height":7}},{"id":"972b89ab-69d0-4224-8f13-12ef590d1c39","block_type":"box","text":"$212,490 $205,868 $285,241","page_number":73,"box":{"x":292,"y":140,"width":381,"height":11}},{"id":"766850b8-df4b-41b3-8517-33ed693b2f9b","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":73,"box":{"x":59,"y":172,"width":869,"height":13}},{"id":"d703fb0e-dcf7-4a24-9b96-e4c784774586","block_type":"box","text":"BlackRock group of companies, during the fiscal year ended October 31, 2025.","page_number":73,"box":{"x":60,"y":188,"width":546,"height":12}},{"id":"a5d38718-a940-4647-99eb-297ce0a7d073","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":73,"box":{"x":59,"y":214,"width":855,"height":12}},{"id":"84572b0e-05f8-4d08-b5b1-5fa8b72deddb","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":73,"box":{"x":59,"y":229,"width":867,"height":12}},{"id":"737bf8c6-60f1-49e4-8513-ed999c7fd85f","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":73,"box":{"x":59,"y":244,"width":846,"height":13}},{"id":"6bf39000-2920-45ee-a79f-6184bad6afe1","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":73,"box":{"x":59,"y":259,"width":844,"height":13}},{"id":"67ecbc40-8183-4298-bbdb-863dacee9e22","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":73,"box":{"x":59,"y":274,"width":870,"height":13}},{"id":"180c2445-bf13-4338-94d2-8bf7f5d17374","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":73,"box":{"x":59,"y":290,"width":876,"height":12}},{"id":"324826c7-581b-4ca7-abda-2c34879c8a74","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":73,"box":{"x":60,"y":305,"width":863,"height":12}},{"id":"8770583d-a198-4fe3-b260-c4d33c06d643","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":73,"box":{"x":60,"y":320,"width":839,"height":12}},{"id":"b680575c-751f-4b43-b7e7-23a7ec51b678","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":73,"box":{"x":59,"y":335,"width":856,"height":12}},{"id":"caf803b8-e70d-4616-bd8e-fc510ad9bcb0","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":73,"box":{"x":59,"y":350,"width":868,"height":12}},{"id":"90282e7b-1f42-4360-a6b5-962f9528b22b","block_type":"box","text":"other brokers or dealers in comparable transactions. The Fund will not deal with affiliates in principal transactions unless","page_number":73,"box":{"x":59,"y":365,"width":844,"height":13}},{"id":"d770c9f8-3dd3-41d5-95c3-a297adfa7383","block_type":"box","text":"permitted by applicable SEC rules or regulations, or by SEC exemptive order.","page_number":73,"box":{"x":59,"y":380,"width":529,"height":13}},{"id":"83832b2a-7049-48cd-a2a2-3a95a3597b96","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":73,"box":{"x":60,"y":407,"width":875,"height":12}},{"id":"c05615df-65f7-487d-8bfd-228b91f1ebd2","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":73,"box":{"x":60,"y":422,"width":787,"height":12}},{"id":"edc8c14f-884e-4d8b-8a34-421b3994e4d7","block_type":"box","text":"Fiscal Year ended Oct. 31, 2025 Fiscal Year ended Oct. 31, 2024","page_number":73,"box":{"x":320,"y":452,"width":397,"height":9}},{"id":"3ad773b1-ec76-48a3-8354-19667b8479f8","block_type":"box","text":"0% 0%","page_number":73,"box":{"x":398,"y":474,"width":241,"height":9}},{"id":"70da8c6a-a68f-4517-abb5-7d56793ccbf0","block_type":"box","text":"Additional Information Concerning the Trust","page_number":73,"box":{"x":59,"y":511,"width":749,"height":29}},{"id":"52a8e0fd-305c-49ed-8325-d1273ca3f95c","block_type":"box","text":"Shares.","page_number":73,"box":{"x":59,"y":552,"width":52,"height":9}},{"id":"56984cc9-8582-4751-8823-e17a285daab8","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":73,"box":{"x":119,"y":552,"width":790,"height":12}},{"id":"ee077d11-2b73-4103-87b6-2b9230aa492c","block_type":"box","text":"iShares funds.","page_number":73,"box":{"x":60,"y":567,"width":96,"height":9}},{"id":"ca383b11-76b1-49ab-8dd4-7ab4e07d1e6e","block_type":"box","text":"Each share issued by a fund has a","page_number":73,"box":{"x":60,"y":593,"width":233,"height":13}},{"id":"e0e74ea0-7412-4091-93b6-98d2fc679fcd","block_type":"box","text":"pro rata","page_number":73,"box":{"x":298,"y":595,"width":55,"height":11}},{"id":"19d6f437-21d9-4c26-95fa-1401c21229d5","block_type":"box","text":"interest in the assets of that fund. Shares have no preemptive, exchange,","page_number":73,"box":{"x":359,"y":593,"width":506,"height":13}},{"id":"ca95eb81-f9b3-4b03-b1ef-47086b364070","block_type":"box","text":"subscription or conversion rights and are freely transferable. Each share is entitled to participate equally in dividends and","page_number":73,"box":{"x":59,"y":608,"width":843,"height":13}},{"id":"fcfcb8ea-f0c0-4efa-9ca8-214136ab298e","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":73,"box":{"x":59,"y":623,"width":836,"height":13}},{"id":"ea0061b9-657a-4d19-80e7-d155682293ac","block_type":"box","text":"liquidation.","page_number":73,"box":{"x":60,"y":639,"width":76,"height":12}},{"id":"a7cc1155-afe1-417e-81bf-9a3e7d501ad2","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":73,"box":{"x":60,"y":665,"width":858,"height":12}},{"id":"0725354a-ebcb-403a-a991-bd0a2ac39c2c","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":73,"box":{"x":59,"y":680,"width":821,"height":12}},{"id":"436baa1b-d767-47a6-9aa2-75c82486bbf3","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":73,"box":{"x":59,"y":695,"width":863,"height":13}},{"id":"e126fffa-19c8-4c4d-b8ca-9a01ee8ab1db","block_type":"box","text":"one fund.","page_number":73,"box":{"x":59,"y":710,"width":66,"height":10}},{"id":"d6c36b31-1af6-45da-a50e-bef19ab78768","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":73,"box":{"x":60,"y":737,"width":861,"height":12}},{"id":"c97237fd-003a-42df-995a-59593c0bc6c6","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":73,"box":{"x":61,"y":752,"width":856,"height":12}},{"id":"8239b1dd-c996-4a42-82d2-e03407104f67","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":73,"box":{"x":59,"y":767,"width":841,"height":12}},{"id":"e0a74f5d-5a5f-405a-96b1-7db1e1e938c5","block_type":"box","text":"Delaware law, Trustees of the Trust may be removed by vote of the shareholders.","page_number":73,"box":{"x":60,"y":782,"width":562,"height":13}},{"id":"08d1673f-7d7d-419a-9258-8e66c24f2881","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":73,"box":{"x":60,"y":809,"width":837,"height":12}},{"id":"b7007baf-f5d5-48b3-bbd5-fa052db11b64","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":73,"box":{"x":59,"y":824,"width":874,"height":12}},{"id":"687fb1ed-1f3b-48a9-a3d1-58f2767577f4","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":73,"box":{"x":59,"y":839,"width":862,"height":12}},{"id":"f8529281-6a9e-454e-9e88-577294809eaf","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":73,"box":{"x":59,"y":865,"width":857,"height":13}},{"id":"30d38851-8de2-4ea2-92f3-1ea4d4014bb0","block_type":"box","text":"Drive, Princeton, NJ 08540.","page_number":73,"box":{"x":60,"y":881,"width":185,"height":11}},{"id":"cb3b9153-40f7-4a12-8294-6a30ddc89f07","block_type":"box","text":"56","page_number":73,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"d213297f-b00e-4e1b-b10b-96defb087a66","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":74,"box":{"x":59,"y":67,"width":872,"height":12}},{"id":"84ce1199-343e-4a50-8a79-84c1f5d7edc7","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":74,"box":{"x":59,"y":82,"width":875,"height":12}},{"id":"e9c8527c-77d1-4835-9582-4dba6b22096d","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":74,"box":{"x":59,"y":97,"width":876,"height":12}},{"id":"8bb72cc7-cef9-466d-8462-e97727a2d6eb","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":74,"box":{"x":59,"y":112,"width":866,"height":12}},{"id":"8d3a1add-d3d6-4125-b753-4170fe623a64","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":74,"box":{"x":59,"y":127,"width":865,"height":12}},{"id":"a650b5e3-38fe-40db-849b-c0369fe0de5e","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":74,"box":{"x":59,"y":142,"width":838,"height":13}},{"id":"5132791b-0390-4eee-9916-920412f393ed","block_type":"box","text":"guidance provided by the SEC staff.","page_number":74,"box":{"x":59,"y":157,"width":245,"height":13}},{"id":"2d03585a-4107-48c4-b98f-371fbbdf4854","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":74,"box":{"x":60,"y":184,"width":830,"height":12}},{"id":"3bd401ca-0689-4595-ba6f-8d834307de63","block_type":"box","text":"without shareholder approval (unless such shareholder approval is required by the Declaration of Trust or applicable law,","page_number":74,"box":{"x":59,"y":199,"width":843,"height":12}},{"id":"b32d1073-1d8b-4380-8678-7e7f003d1045","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":74,"box":{"x":60,"y":214,"width":878,"height":12}},{"id":"9287902f-08d4-486e-89e5-be378a0e14e4","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":74,"box":{"x":59,"y":229,"width":838,"height":12}},{"id":"ec08cfb8-1cc7-4a5b-a0c8-ab1462d68f33","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":74,"box":{"x":60,"y":244,"width":836,"height":13}},{"id":"004a2b7d-e2ae-4d75-a7d9-4104ec15ed5e","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":74,"box":{"x":60,"y":259,"width":813,"height":13}},{"id":"59de4cf1-eeb6-45b9-9595-e7496ebdf688","block_type":"box","text":"Although the shares are not automatically redeemable upon the occurrence of any specific event, the Declaration of Trust","page_number":74,"box":{"x":59,"y":274,"width":853,"height":13}},{"id":"3e146ca8-aa58-4a26-ba37-91c6af59b126","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":74,"box":{"x":59,"y":290,"width":849,"height":12}},{"id":"6ea12136-f559-479e-8cfb-c50a747f52b2","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":74,"box":{"x":59,"y":305,"width":838,"height":12}},{"id":"38027c0b-38cc-48b2-9b43-9a2e0805a5a6","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":74,"box":{"x":60,"y":320,"width":878,"height":12}},{"id":"f14f645f-26c9-4a65-85b9-bb1b53756468","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":74,"box":{"x":59,"y":335,"width":877,"height":12}},{"id":"7788d058-d779-4614-a73a-9499b06939c8","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":74,"box":{"x":59,"y":350,"width":878,"height":12}},{"id":"a9ac9a26-a51b-4173-98af-d84025ae202a","block_type":"box","text":"shareholders owning in excess of a certain stated minimum amount.","page_number":74,"box":{"x":59,"y":365,"width":481,"height":13}},{"id":"1974dcaa-63ca-49c9-be85-842d6aceb9b8","block_type":"box","text":"DTC as Securities Depository for Shares of the Fund.","page_number":74,"box":{"x":60,"y":392,"width":375,"height":12}},{"id":"0a2d5984-0ce0-4197-b840-dd723f0242ee","block_type":"box","text":"Shares of the Fund are represented by securities registered in the","page_number":74,"box":{"x":444,"y":392,"width":454,"height":12}},{"id":"53140c75-29c3-434d-8266-b3261fdef521","block_type":"box","text":"name of DTC or its nominee and deposited with, or on behalf of, DTC.","page_number":74,"box":{"x":60,"y":407,"width":486,"height":12}},{"id":"8602a6b5-e1dd-43a7-95c5-75317e4c1f95","block_type":"box","text":"DTC was created in 1973 to enable electronic movement of securities between its participants (“DTC Participants”), and","page_number":74,"box":{"x":60,"y":433,"width":836,"height":13}},{"id":"0893e141-22e1-4799-a943-c2ceb522dee7","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":74,"box":{"x":60,"y":448,"width":790,"height":13}},{"id":"c46851ce-0602-49b8-b5b5-473551036025","block_type":"box","text":"counterparty for securities trades among DTC Participants. In 1999, DTC and NSCC were consolidated within The Depository","page_number":74,"box":{"x":59,"y":463,"width":873,"height":13}},{"id":"ac583364-7992-4200-a856-9db35835369f","block_type":"box","text":"Trust & Clearing Corporation (“DTCC”) and became wholly-owned subsidiaries of DTCC. The common stock of DTCC is","page_number":74,"box":{"x":59,"y":479,"width":837,"height":12}},{"id":"e89fc51c-0755-4672-81fe-ae7f674aaa8d","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":74,"box":{"x":59,"y":494,"width":865,"height":12}},{"id":"760c0752-4225-4171-a06a-565fb9e73ff1","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":74,"box":{"x":59,"y":509,"width":847,"height":12}},{"id":"00a69780-af75-4f02-981c-13cb4c727b95","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":74,"box":{"x":59,"y":524,"width":833,"height":12}},{"id":"6d801967-248b-449f-9884-e85b68fbf01f","block_type":"box","text":"Participant, either directly or indirectly (“Indirect Participants”).","page_number":74,"box":{"x":60,"y":539,"width":439,"height":12}},{"id":"dfdafa89-7ffe-44d8-84ca-071fd4f8dee3","block_type":"box","text":"Beneficial ownership of shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC","page_number":74,"box":{"x":60,"y":566,"width":872,"height":12}},{"id":"196ce442-0677-4457-9240-a86452c080be","block_type":"box","text":"Participants and Indirect Participants. Ownership of beneficial interests in shares (owners of such beneficial interests are","page_number":74,"box":{"x":60,"y":581,"width":840,"height":12}},{"id":"1cfbeddd-309b-416d-ba92-60fbb9fccf05","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":74,"box":{"x":60,"y":596,"width":824,"height":12}},{"id":"081e22b9-4176-4646-b00b-688dff49974a","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":74,"box":{"x":60,"y":611,"width":822,"height":12}},{"id":"f48bdd88-e629-49b7-a973-9d30b7dfddb4","block_type":"box","text":"Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will receive from or through the DTC","page_number":74,"box":{"x":60,"y":626,"width":848,"height":12}},{"id":"076c8d93-c1ac-4072-b2ec-9d32fea5d0af","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":74,"box":{"x":60,"y":641,"width":876,"height":12}},{"id":"5e433a17-b06d-4c8a-98d3-970f7a3d1831","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":74,"box":{"x":59,"y":656,"width":872,"height":13}},{"id":"ea9a619e-fe06-42a7-b804-4aa53a7e876f","block_type":"box","text":"investors to acquire beneficial interests in shares of the Fund.","page_number":74,"box":{"x":60,"y":671,"width":426,"height":13}},{"id":"ae25a087-65e1-4362-bdb0-b5be281aca1e","block_type":"box","text":"Conveyance of all notices, statements and other communications to Beneficial Owners is effected as follows. Pursuant to the","page_number":74,"box":{"x":59,"y":698,"width":874,"height":12}},{"id":"ae398a99-d0bf-4f79-b0f9-a7d0e9f9311a","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":74,"box":{"x":60,"y":713,"width":869,"height":12}},{"id":"f3f6f8c5-c694-496e-9512-394fbf6f1776","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":74,"box":{"x":59,"y":728,"width":845,"height":12}},{"id":"fcbf9f5e-c4f4-4ecb-8851-9c04e925e682","block_type":"box","text":"such DTC Participant as to the number of Beneficial Owners holding shares, directly or indirectly, through such DTC","page_number":74,"box":{"x":59,"y":743,"width":808,"height":12}},{"id":"6fd6d3c2-30dd-4f59-8b07-3570b04da1e4","block_type":"box","text":"Participant. The Trust shall provide each such DTC Participant with copies of such notice, statement or other communication,","page_number":74,"box":{"x":60,"y":758,"width":877,"height":13}},{"id":"4fe38569-1316-4951-aab7-dc10009193da","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":74,"box":{"x":60,"y":773,"width":803,"height":13}},{"id":"b611c9d0-ca91-4b42-ba09-aa202015d334","block_type":"box","text":"statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial Owners. In","page_number":74,"box":{"x":59,"y":788,"width":874,"height":13}},{"id":"547b0b2c-c889-4c81-9a8a-07d9f9f28650","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":74,"box":{"x":59,"y":804,"width":861,"height":12}},{"id":"fe975fd0-2e92-477c-bc02-6a710511c30a","block_type":"box","text":"attendant to such transmittal, all subject to applicable statutory and regulatory requirements.","page_number":74,"box":{"x":59,"y":819,"width":653,"height":12}},{"id":"5cace4ea-dd48-4936-9cab-dba66f581ae6","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":74,"box":{"x":59,"y":845,"width":878,"height":13}},{"id":"92d7b416-a8c9-4a9e-948a-c6088ce1f9e7","block_type":"box","text":"its nominee, upon receipt of any such distributions, shall credit immediately DTC Participants’ accounts with payments in","page_number":74,"box":{"x":60,"y":860,"width":846,"height":13}},{"id":"0e189ed3-19c8-4988-894e-dd50c8a2b4a5","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":74,"box":{"x":59,"y":875,"width":847,"height":13}},{"id":"9aeda90a-8420-46c6-a216-1a75462f6441","block_type":"box","text":"57","page_number":74,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"6ae95b2e-82b3-4ba8-a5e1-1682d42589fa","block_type":"box","text":"nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of shares held through such DTC","page_number":75,"box":{"x":60,"y":67,"width":836,"height":12}},{"id":"a17aa6f4-2010-46b1-81f3-b6892a78dee5","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":75,"box":{"x":60,"y":82,"width":876,"height":12}},{"id":"64cbe964-f369-4e93-9385-d41ccfdb12bd","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":75,"box":{"x":59,"y":97,"width":875,"height":12}},{"id":"ad62903f-0684-4c71-b540-1b7c744b6db5","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":75,"box":{"x":59,"y":123,"width":813,"height":13}},{"id":"3ac86036-f609-4cf8-a13f-4b0a6f39d399","block_type":"box","text":"payments made on account of beneficial ownership interests in such shares, or for maintaining, supervising or reviewing any","page_number":75,"box":{"x":59,"y":138,"width":875,"height":13}},{"id":"7ff243ca-c68d-4cd0-bd3d-cb20248362dd","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":75,"box":{"x":60,"y":154,"width":866,"height":12}},{"id":"86e4582e-680e-4dab-a426-ecfb6d33ed03","block_type":"box","text":"Participants or the relationship between such DTC Participants and the Indirect Participants and Beneficial Owners owning","page_number":75,"box":{"x":60,"y":169,"width":855,"height":12}},{"id":"b407fe56-d7d0-40ff-91ed-986ab2d36ce2","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":75,"box":{"x":59,"y":184,"width":876,"height":12}},{"id":"e8ed134d-51d6-4399-9b79-1e6d22bace37","block_type":"box","text":"time by giving reasonable notice to the Trust and discharging its responsibilities with respect thereto under applicable law.","page_number":75,"box":{"x":59,"y":199,"width":855,"height":12}},{"id":"c7a9517f-7f74-4635-aeef-f1e5ec4b2aa2","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":75,"box":{"x":60,"y":214,"width":873,"height":12}},{"id":"f3ac995d-01e7-4fb0-9d98-e7ad4660adc0","block_type":"box","text":"cost.","page_number":75,"box":{"x":59,"y":230,"width":32,"height":9}},{"id":"8c6c17b0-2240-4f3f-95c4-93f857b51a16","block_type":"box","text":"Distribution of Shares.","page_number":75,"box":{"x":60,"y":256,"width":160,"height":9}},{"id":"eb6b6eed-2ca2-48a7-af03-776d5c69b99e","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":75,"box":{"x":230,"y":256,"width":706,"height":12}},{"id":"b8258a67-321f-4c91-9931-22d83d92c998","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":75,"box":{"x":60,"y":271,"width":875,"height":12}},{"id":"37045419-c0c4-4c6e-992f-73098f2600eb","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":75,"box":{"x":59,"y":286,"width":852,"height":12}},{"id":"d939b77f-0b55-4f3e-99f1-16e3d508b20f","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":75,"box":{"x":60,"y":301,"width":873,"height":12}},{"id":"ab6ae127-3fa3-4166-b4bb-68c8952ad45f","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":75,"box":{"x":60,"y":316,"width":809,"height":12}},{"id":"dcdd15c9-740f-403f-8e48-c3d01ac90616","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":75,"box":{"x":59,"y":331,"width":807,"height":13}},{"id":"1383b4dc-7743-4f38-8fa6-beab317291eb","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":75,"box":{"x":59,"y":358,"width":877,"height":12}},{"id":"3ed1313d-35b4-4a08-b3a9-48d7fb549e54","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":75,"box":{"x":59,"y":373,"width":873,"height":12}},{"id":"5c9b345a-ac6f-4a23-af57-3194539f6442","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":75,"box":{"x":59,"y":388,"width":878,"height":12}},{"id":"c73b5c2b-26d8-4aba-b85f-414d3661d703","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":75,"box":{"x":59,"y":403,"width":876,"height":12}},{"id":"03610ce1-6573-4bfa-b096-72bc0c14e216","block_type":"box","text":"brokerage transactions, privately negotiated trades, block sales, entry into options or other derivatives transactions or","page_number":75,"box":{"x":60,"y":418,"width":821,"height":12}},{"id":"8edc707c-acef-433e-97a7-30bef628d6e8","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":75,"box":{"x":59,"y":433,"width":875,"height":13}},{"id":"51359528-d1de-4b81-9853-2d074a91d1d4","block_type":"box","text":"by them through an Authorized Participant.","page_number":75,"box":{"x":60,"y":448,"width":302,"height":13}},{"id":"f54aaf8d-9cd0-4231-8608-48934885c278","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":75,"box":{"x":59,"y":475,"width":840,"height":12}},{"id":"acffbefa-54b8-4728-8efa-a58bc420fe41","block_type":"box","text":"“underwriters” within the meaning of Section 2(a)(11) of the 1933 Act, in connection with such sales.","page_number":75,"box":{"x":59,"y":490,"width":712,"height":12}},{"id":"3569291c-026c-4b2d-9646-a2f05fc41e06","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":75,"box":{"x":59,"y":516,"width":871,"height":13}},{"id":"affe2d00-f347-4740-9d8c-123229185cd8","block_type":"box","text":"1934 Act and the rules and regulations thereunder.","page_number":75,"box":{"x":61,"y":531,"width":353,"height":13}},{"id":"34509855-38b3-4c33-8e9d-a32af20a71f0","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":75,"box":{"x":60,"y":562,"width":722,"height":30}},{"id":"d2b5ce81-82f2-4ed6-a62b-7523db9a08f1","block_type":"box","text":"General.","page_number":75,"box":{"x":59,"y":603,"width":59,"height":10}},{"id":"4d9650fb-fa5f-46cf-88ff-c5f9ae2e3ab9","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":75,"box":{"x":127,"y":603,"width":812,"height":13}},{"id":"21ae8d13-6230-4526-8c50-a29a4df652d1","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":75,"box":{"x":60,"y":618,"width":845,"height":13}},{"id":"bd70f05e-f440-48e8-9557-f47708244c2f","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":75,"box":{"x":59,"y":634,"width":873,"height":12}},{"id":"396f883c-3c30-4a08-a0d4-b2ee706e1758","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":75,"box":{"x":59,"y":649,"width":868,"height":12}},{"id":"57916d24-d849-4283-8dce-aa8b3f99dd0a","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":75,"box":{"x":59,"y":664,"width":880,"height":12}},{"id":"e78d4da4-718d-4d13-88a0-d2bdf7142f71","block_type":"box","text":"31, 2025:","page_number":75,"box":{"x":59,"y":679,"width":62,"height":11}},{"id":"5ce4f1d8-4261-4279-a62d-2733672ec2e1","block_type":"box","text":"Shares Per","page_number":75,"box":{"x":411,"y":729,"width":61,"height":7}},{"id":"b29269cd-f066-496a-b5a5-40df318fb857","block_type":"box","text":"Creation Unit","page_number":75,"box":{"x":404,"y":739,"width":75,"height":8}},{"id":"f479bacc-5b4f-462c-977e-f5207df2ab21","block_type":"box","text":"Approximate","page_number":75,"box":{"x":519,"y":709,"width":75,"height":9}},{"id":"bfb209b3-38b2-469b-910f-74a883674701","block_type":"box","text":"Value Per","page_number":75,"box":{"x":530,"y":719,"width":54,"height":7}},{"id":"3721085b-7c1d-41e2-9f3b-f82a938ea0f7","block_type":"box","text":"Creation","page_number":75,"box":{"x":532,"y":729,"width":48,"height":7}},{"id":"5b564eee-8921-42eb-8a84-66472bd3d695","block_type":"box","text":"Unit (U.S.$)","page_number":75,"box":{"x":524,"y":739,"width":65,"height":10}},{"id":"108a122c-8c77-4b22-b416-67a494d75040","block_type":"box","text":"50,000 $2,690,899","page_number":75,"box":{"x":418,"y":761,"width":217,"height":11}},{"id":"f8e10f2c-5e2b-4089-9d61-9e40d1a0ced1","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":75,"box":{"x":60,"y":809,"width":820,"height":12}},{"id":"757b98e2-28c4-4f1a-9c35-da11fc59ce78","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":75,"box":{"x":59,"y":824,"width":852,"height":12}},{"id":"5c1a2b66-2311-42a5-8a14-96959da6f95a","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":75,"box":{"x":60,"y":839,"width":850,"height":12}},{"id":"f6d63bb7-f672-4a7c-8398-0ba8645a4068","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":75,"box":{"x":59,"y":854,"width":845,"height":12}},{"id":"f22f1f16-a88d-4399-a9a1-438c247a84e5","block_type":"box","text":"Board.","page_number":75,"box":{"x":60,"y":869,"width":42,"height":10}},{"id":"f3152d07-5fd4-4012-acef-8e9d8ec96e55","block_type":"box","text":"58","page_number":75,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"40d97b4f-e9e1-4eed-b1d9-b90485c633fd","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":76,"box":{"x":59,"y":67,"width":827,"height":12}},{"id":"5aa1d1d9-bc09-4db4-9903-b0a4f084da27","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":76,"box":{"x":60,"y":82,"width":830,"height":12}},{"id":"e24da7e4-59f0-4c61-934e-529a8f6d52a5","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":76,"box":{"x":60,"y":97,"width":866,"height":12}},{"id":"a9466c20-0a88-40d4-bdf7-74eca032a0af","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":76,"box":{"x":59,"y":112,"width":821,"height":12}},{"id":"a2f90a84-d8d3-42ce-b1d4-b0100d97e6ca","block_type":"box","text":"Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.","page_number":76,"box":{"x":59,"y":127,"width":669,"height":12}},{"id":"c847fcf3-13d0-4716-b167-198c3921676a","block_type":"box","text":"Fund Deposit.","page_number":76,"box":{"x":60,"y":154,"width":98,"height":12}},{"id":"1b9c410d-fd7b-47c2-819b-da865832db69","block_type":"box","text":"The consideration for purchase of Creation Units of the Fund generally consists of the in-kind deposit of","page_number":76,"box":{"x":167,"y":154,"width":729,"height":12}},{"id":"e67ffb39-266f-487b-b2da-533bd50ddc0f","block_type":"box","text":"Deposit Securities and the Cash Component computed as described below. Together, the Deposit Securities and the Cash","page_number":76,"box":{"x":60,"y":169,"width":849,"height":12}},{"id":"e223a6f5-08eb-4308-99a4-3b557fdb5911","block_type":"box","text":"Component constitute the “Fund Deposit,” which will be applicable (subject to possible amendment or correction) to","page_number":76,"box":{"x":59,"y":184,"width":822,"height":12}},{"id":"e49ee986-955b-40e7-8be8-b8de97c416f2","block_type":"box","text":"creation requests received in proper form. The Fund Deposit represents the minimum initial and subsequent investment","page_number":76,"box":{"x":59,"y":199,"width":840,"height":12}},{"id":"8d0d943a-1e19-48a3-b51b-1bd8402cfffa","block_type":"box","text":"amount for a Creation Unit of the Fund. Such Fund Deposit is applicable, subject to any adjustments as described below, to","page_number":76,"box":{"x":59,"y":214,"width":861,"height":12}},{"id":"a6123ae9-12bc-4f63-a8f1-bf634518a805","block_type":"box","text":"purchases of Creation Units of shares of the Fund until such time as the next-announced Fund Deposit is made available.","page_number":76,"box":{"x":59,"y":229,"width":847,"height":12}},{"id":"09bfa662-2878-4102-9ff3-aa513547592a","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":76,"box":{"x":59,"y":256,"width":838,"height":12}},{"id":"2db1727e-75f6-42c4-ad60-6892fd8f77e6","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":76,"box":{"x":59,"y":271,"width":879,"height":12}},{"id":"59ab05a0-10e3-4535-9fe0-fda7fe291905","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":76,"box":{"x":59,"y":286,"width":878,"height":12}},{"id":"4311c932-68d4-4bb8-aacb-0dea9ff6f50c","block_type":"box","text":"expenses payable upon transfer of beneficial ownership of the Deposit Securities are the sole responsibility of the Authorized","page_number":76,"box":{"x":59,"y":301,"width":872,"height":12}},{"id":"35e62ae6-8528-421f-ae27-b994a594705b","block_type":"box","text":"Participant purchasing the Creation Unit.","page_number":76,"box":{"x":60,"y":316,"width":283,"height":12}},{"id":"708325bf-db06-4417-8f48-935accc12ea4","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":76,"box":{"x":59,"y":343,"width":854,"height":12}},{"id":"38ca65ff-2daf-4b03-9016-42cfcdf7fc5f","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":76,"box":{"x":59,"y":358,"width":860,"height":12}},{"id":"2b6a27a4-8acd-4679-986e-f921e0707e45","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":76,"box":{"x":59,"y":373,"width":875,"height":12}},{"id":"901a001f-b06f-492e-a2ac-79a3b0a41673","block_type":"box","text":"to the weighting or composition of the component securities constituting the Underlying Index.","page_number":76,"box":{"x":59,"y":388,"width":670,"height":12}},{"id":"4a63b4b6-62bc-413b-80f8-4ace05cbf200","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":76,"box":{"x":59,"y":414,"width":876,"height":13}},{"id":"ea8d99ed-afbf-4c67-b2db-38e5bf987d98","block_type":"box","text":"portion of the Fund Deposit through “systematic rounding.” The rounding methodology “rounds up” position sizes of","page_number":76,"box":{"x":59,"y":429,"width":824,"height":13}},{"id":"f798dd26-1d74-4b17-973e-98a14d40dffa","block_type":"box","text":"securities in the Deposit Securities (which in turn reduces the cash portion). However, the methodology limits the maximum","page_number":76,"box":{"x":59,"y":445,"width":870,"height":12}},{"id":"bc964669-5e15-4c76-995a-98d4c83bec0b","block_type":"box","text":"allowed percentage change in weight and share quantity of any given security in the Fund Deposit.","page_number":76,"box":{"x":59,"y":460,"width":691,"height":12}},{"id":"3f1e1cde-556e-45e5-877f-ac46254b73ec","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":76,"box":{"x":60,"y":486,"width":879,"height":12}},{"id":"98abce8e-d0eb-497c-b7fd-31aac1fbb817","block_type":"box","text":"index additions, deletions, and re-weights.","page_number":76,"box":{"x":60,"y":501,"width":294,"height":13}},{"id":"ff73c175-11ed-4566-acb1-de3b1b16ea09","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":76,"box":{"x":59,"y":528,"width":854,"height":12}},{"id":"66733391-8bec-4631-81ab-23086396674b","block_type":"box","text":"Deposit Security in certain circumstances, including: (i) when instruments are not available in sufficient quantity for delivery;","page_number":76,"box":{"x":60,"y":543,"width":869,"height":12}},{"id":"c0b4109b-44dc-4ba7-a240-0aecdbc690c2","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":76,"box":{"x":60,"y":558,"width":822,"height":12}},{"id":"1b5d4608-50d6-4b1b-9445-6ffc5dbbb6a5","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":76,"box":{"x":60,"y":573,"width":873,"height":12}},{"id":"e25d3582-214a-473c-8d8e-f8801da0ab06","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":76,"box":{"x":59,"y":588,"width":847,"height":13}},{"id":"936803be-85d9-4eb7-a869-526b1fa4c9d3","block_type":"box","text":"investor on whose behalf the Authorized Participant is acting) would be restricted under applicable securities or other local","page_number":76,"box":{"x":60,"y":603,"width":858,"height":13}},{"id":"7bff7929-7681-4f92-b0c6-b383e3258b43","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":76,"box":{"x":60,"y":618,"width":759,"height":13}},{"id":"5bb0cd54-df4e-4cb3-87fe-a89d370d86d1","block_type":"box","text":"Cash Purchase Method.","page_number":76,"box":{"x":59,"y":645,"width":170,"height":10}},{"id":"78d84ba5-6521-4223-b5c2-2ee4174be2bd","block_type":"box","text":"Although the Trust does not generally permit partial or full cash purchases of Creation Units of its","page_number":76,"box":{"x":238,"y":645,"width":683,"height":12}},{"id":"48bb6ff4-23e1-428a-be1d-8ebe7e889bb8","block_type":"box","text":"funds, when partial or full cash purchases of Creation Units are available or specified for the Fund, they will be effected in","page_number":76,"box":{"x":59,"y":660,"width":844,"height":12}},{"id":"6cc61cfa-ab6b-4357-897a-61e7b7689258","block_type":"box","text":"essentially the same manner as in-kind purchases thereof. In the case of a partial or full cash purchase, the Authorized","page_number":76,"box":{"x":59,"y":675,"width":827,"height":12}},{"id":"1fe9ebe9-61a7-4c52-adcd-12e50f17c186","block_type":"box","text":"Participant must pay the cash equivalent of the Deposit Securities it would otherwise be required to provide through an in","page_number":76,"box":{"x":60,"y":690,"width":856,"height":13}},{"id":"a59c6853-e20d-4046-91e0-df35bffc5af8","block_type":"box","text":"kind purchase, plus the same Cash Component required to be paid by an in-kind purchaser.","page_number":76,"box":{"x":60,"y":705,"width":638,"height":13}},{"id":"74c0483e-52f1-4985-8d8b-1415b261836b","block_type":"box","text":"Procedures for Creation of Creation Units.","page_number":76,"box":{"x":60,"y":732,"width":300,"height":10}},{"id":"3b4033d5-24f1-473f-a460-351318069e06","block_type":"box","text":"To be eligible to place orders with the Distributor and to create a Creation Unit of","page_number":76,"box":{"x":369,"y":732,"width":567,"height":12}},{"id":"87c7ad13-e0fc-4ca0-a0bc-8127913d3515","block_type":"box","text":"the Fund, an entity must be: (i) a “Participating Party,”","page_number":76,"box":{"x":59,"y":747,"width":377,"height":12}},{"id":"1d6ad8fd-1ecc-4279-a957-2bd2f6ec8a4b","block_type":"box","text":"i.e","page_number":76,"box":{"x":441,"y":748,"width":15,"height":9}},{"id":"04bf7dcb-59f3-4430-aa4d-9e0dab7ef7f8","block_type":"box","text":"., a broker-dealer or other participant in the clearing process through","page_number":76,"box":{"x":457,"y":747,"width":480,"height":12}},{"id":"51914870-a0bf-420e-a266-703616dc4871","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":76,"box":{"x":59,"y":762,"width":848,"height":12}},{"id":"c6727f06-bcfe-4844-aa35-504a98ebc305","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":76,"box":{"x":59,"y":777,"width":832,"height":13}},{"id":"1bb0508d-d3ff-480c-b68b-5054d79d7ebf","block_type":"box","text":"redemptions of Creation Units (“Authorized Participant Agreement”) (discussed below). A member or participant of a","page_number":76,"box":{"x":60,"y":792,"width":820,"height":13}},{"id":"b151a71b-613e-41a1-92e4-959600e33a44","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":76,"box":{"x":59,"y":807,"width":844,"height":13}},{"id":"ee90354c-cf33-4a40-b715-423550df3953","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":76,"box":{"x":59,"y":823,"width":843,"height":12}},{"id":"ca0c8417-6dfe-40e7-8d12-e9bcca708da0","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":76,"box":{"x":59,"y":838,"width":867,"height":12}},{"id":"481f6b74-2661-49d9-aaae-276779b8658b","block_type":"box","text":"& Co. for the account of a DTC Participant.","page_number":76,"box":{"x":59,"y":853,"width":295,"height":12}},{"id":"b05475a5-f52b-4f69-8722-0bc453f7105a","block_type":"box","text":"59","page_number":76,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"33e13848-8e44-4e73-847b-8693396db9a3","block_type":"box","text":"Role of the Authorized Participant.","page_number":77,"box":{"x":60,"y":67,"width":247,"height":12}},{"id":"6c93120d-3d2d-46df-b0a8-89cb30b50a84","block_type":"box","text":"Creation Units may be purchased only by or through a member or participant of a","page_number":77,"box":{"x":316,"y":67,"width":571,"height":12}},{"id":"e55e8517-c191-44bd-b5c5-fd22f6ffabd5","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":77,"box":{"x":59,"y":82,"width":848,"height":12}},{"id":"179ab0eb-8523-4a18-ae74-0d33c1d9bcd9","block_type":"box","text":"allows such member or participant to place orders for the purchase and redemption of Creation Units (an “Authorized","page_number":77,"box":{"x":59,"y":97,"width":823,"height":12}},{"id":"95c71f97-0431-4172-9ef6-676c8f0d040a","block_type":"box","text":"Participant”). Such Authorized Participant will agree, pursuant to the terms of such Authorized Participant Agreement and on","page_number":77,"box":{"x":60,"y":112,"width":875,"height":12}},{"id":"8f7e4883-530b-4734-a54d-b1e3ead455fc","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":77,"box":{"x":60,"y":127,"width":876,"height":12}},{"id":"47e76972-23e2-4068-bcce-48bb31882aaa","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":77,"box":{"x":60,"y":142,"width":848,"height":13}},{"id":"084fb30a-17e2-491d-81fb-e10450c134d8","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":77,"box":{"x":60,"y":157,"width":854,"height":13}},{"id":"0dcb11a5-60ec-4db9-a319-0cea12bb9434","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":77,"box":{"x":59,"y":172,"width":843,"height":13}},{"id":"0d240b91-51f8-4d4d-b166-0d01adaf99a4","block_type":"box","text":"agreement with such Authorized Participant with respect to certain matters, including payment of the Cash Component.","page_number":77,"box":{"x":59,"y":188,"width":843,"height":12}},{"id":"e8e94e51-efd2-4420-a16d-0cb018034a6d","block_type":"box","text":"Investors who are not Authorized Participants must make appropriate arrangements with an Authorized Participant. Investors","page_number":77,"box":{"x":60,"y":203,"width":878,"height":12}},{"id":"d6b4c481-4271-4fd6-80f7-aea96935f63a","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":77,"box":{"x":59,"y":218,"width":800,"height":12}},{"id":"f1a896ab-a3ca-44bf-98c3-34467c9481cf","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":77,"box":{"x":60,"y":233,"width":870,"height":12}},{"id":"fde58c7c-e8c1-44dc-bffe-07278a6c6c23","block_type":"box","text":"Authorized Participant. As a result, purchase orders placed through an Authorized Participant may result in additional","page_number":77,"box":{"x":59,"y":248,"width":820,"height":12}},{"id":"32b759d5-46e5-4c9b-b01f-9164339a85d1","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":77,"box":{"x":59,"y":263,"width":841,"height":12}},{"id":"a3722fed-cb1d-4ebf-aad8-5b3448ba3908","block_type":"box","text":"small number of DTC Participants. A list of current Authorized Participants may be obtained from the Distributor. The","page_number":77,"box":{"x":59,"y":278,"width":819,"height":13}},{"id":"9cf60f26-2102-47fb-982a-6e6c893912b5","block_type":"box","text":"Distributor has adopted guidelines regarding Authorized Participants’ transactions in Creation Units that are made available","page_number":77,"box":{"x":60,"y":293,"width":862,"height":13}},{"id":"027480e6-095d-458f-9aef-4b4ef071152b","block_type":"box","text":"to all Authorized Participants. These guidelines set forth the processes and standards for Authorized Participants to transact","page_number":77,"box":{"x":59,"y":308,"width":867,"height":13}},{"id":"b3a2805c-a646-4d66-8bc8-aae3fc80ff57","block_type":"box","text":"with the Distributor and its agents in connection with creation and redemption transactions. In addition, the Distributor may","page_number":77,"box":{"x":59,"y":324,"width":872,"height":12}},{"id":"6c8e5a42-f3be-4edb-8e37-78c4009fbd9e","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":77,"box":{"x":60,"y":339,"width":820,"height":12}},{"id":"c6ec51dc-1af9-4d03-94ae-06c59a6c12f8","block_type":"box","text":"Participant Agreement.","page_number":77,"box":{"x":60,"y":354,"width":160,"height":12}},{"id":"2a34cc99-e268-449b-967d-e8bea9b16f7f","block_type":"box","text":"Purchase Orders.","page_number":77,"box":{"x":60,"y":380,"width":122,"height":10}},{"id":"abdd1f6b-d0a3-4558-8836-1423c863cdae","block_type":"box","text":"To initiate an order for a Creation Unit, an Authorized Participant must submit to the Distributor or its","page_number":77,"box":{"x":195,"y":380,"width":708,"height":13}},{"id":"e1dd52af-937d-4e40-be16-8b2a1413e811","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":77,"box":{"x":59,"y":395,"width":852,"height":13}},{"id":"d4cffbea-2a88-40a3-a580-9a0f5e152520","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":77,"box":{"x":60,"y":411,"width":832,"height":12}},{"id":"f5d4953e-bcb7-43e5-95a8-2e6ef3bb5a68","block_type":"box","text":"custodian will then provide such information to any appropriate sub-custodian. Procedures and requirements governing the","page_number":77,"box":{"x":59,"y":426,"width":868,"height":12}},{"id":"7c2320b6-8260-4397-933b-0df63dd926d2","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":77,"box":{"x":59,"y":441,"width":874,"height":12}},{"id":"e910c264-b0d1-4754-8e91-0a7476c71302","block_type":"box","text":"to time. Investors, other than Authorized Participants, are responsible for making arrangements for a creation request to be","page_number":77,"box":{"x":59,"y":456,"width":861,"height":12}},{"id":"ecec9f13-315e-48c1-b12b-952fb11487af","block_type":"box","text":"made through an Authorized Participant. The Distributor or its agent will provide a list of current Authorized Participants","page_number":77,"box":{"x":60,"y":471,"width":841,"height":12}},{"id":"eabba8fc-1ef2-481e-a237-6cc3bf6581af","block_type":"box","text":"upon request. Those placing orders to purchase Creation Units through an Authorized Participant should allow sufficient time","page_number":77,"box":{"x":60,"y":486,"width":878,"height":12}},{"id":"222d8535-55ba-4fbe-8f6a-e3673f7ddc96","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":77,"box":{"x":59,"y":501,"width":854,"height":13}},{"id":"b774f31c-4428-4a86-a111-20418a81beef","block_type":"box","text":"such Business Day.","page_number":77,"box":{"x":59,"y":516,"width":131,"height":13}},{"id":"f130319a-b2f3-49c6-87b9-f5ca19f2ed1c","block_type":"box","text":"The Authorized Participant must also make available on or before the contractual settlement date, by means satisfactory to","page_number":77,"box":{"x":59,"y":543,"width":861,"height":12}},{"id":"db80a614-4d24-448a-8ce2-294a3f8f1167","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":77,"box":{"x":59,"y":558,"width":860,"height":12}},{"id":"70bb6709-5ca2-475c-9099-927a271df99a","block_type":"box","text":"determined after acceptance of the purchase order, together with the applicable purchase transaction fees. Those placing","page_number":77,"box":{"x":59,"y":573,"width":851,"height":12}},{"id":"3beaecf9-b74d-4925-932a-06ea7b6eda9a","block_type":"box","text":"orders should ascertain the deadline for cash transfers by contacting the operations department of the broker or depositary","page_number":77,"box":{"x":59,"y":588,"width":864,"height":13}},{"id":"79b28028-f48c-4526-b699-be060f026585","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":77,"box":{"x":60,"y":603,"width":858,"height":13}},{"id":"4098ab5b-a59c-4546-aaec-fe95b0d94240","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":77,"box":{"x":59,"y":618,"width":878,"height":13}},{"id":"1e6d8bbf-0367-4310-8854-88d3c06c87c2","block_type":"box","text":"with it to be in the particular form required by the individual Authorized Participant.","page_number":77,"box":{"x":59,"y":634,"width":582,"height":12}},{"id":"269b8197-38b9-4b61-ad66-58cd2088429a","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":77,"box":{"x":59,"y":660,"width":857,"height":12}},{"id":"2d6bb232-3704-4b85-80ed-8470ffc5dc51","block_type":"box","text":"cash amounts, in connection with any purchase order.","page_number":77,"box":{"x":59,"y":675,"width":379,"height":12}},{"id":"69def50d-ca47-45a9-8f38-27c57ac24c4f","block_type":"box","text":"Timing of Submission of Purchase Orders.","page_number":77,"box":{"x":58,"y":702,"width":305,"height":12}},{"id":"d871514f-8896-4491-ba79-c77952a35879","block_type":"box","text":"An Authorized Participant must submit an irrevocable order to purchase shares","page_number":77,"box":{"x":372,"y":702,"width":554,"height":12}},{"id":"99a532ef-9a9a-475a-a3e9-aeb7cdad7410","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":77,"box":{"x":59,"y":717,"width":865,"height":12}},{"id":"7bc426e1-4b1b-42cf-8e39-55c34485335a","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":77,"box":{"x":60,"y":732,"width":870,"height":12}},{"id":"d6b9df97-dace-4517-b09e-0c6d90a9bf52","block_type":"box","text":"procedures set forth in the Authorized Participant Agreement. Economic or market disruptions or changes, or telephone or","page_number":77,"box":{"x":59,"y":747,"width":860,"height":12}},{"id":"b1c4c493-833f-4823-a952-8191d817b456","block_type":"box","text":"other communication failure, may impede the ability to reach the Distributor or its agent or an Authorized Participant. The","page_number":77,"box":{"x":59,"y":762,"width":855,"height":12}},{"id":"d4705966-1b6b-4c13-ac06-e86eae4d4f19","block_type":"box","text":"Fund’s deadline specified above for the submission of purchase orders is referred to as the Fund’s “Cutoff Time.” The","page_number":77,"box":{"x":60,"y":777,"width":817,"height":13}},{"id":"2c554edd-f603-44fa-bbad-17cdad854447","block_type":"box","text":"Distributor or its agent, in their discretion, may permit the submission of such orders and requests by or through an","page_number":77,"box":{"x":60,"y":792,"width":808,"height":13}},{"id":"38190658-a5b4-4c7b-917e-0ff635906a43","block_type":"box","text":"Authorized Participant at any time (including on days on which the Listing Exchange is not open for business) via","page_number":77,"box":{"x":59,"y":807,"width":792,"height":13}},{"id":"d5ecc79d-ef8d-43c5-b3b1-bc6b915ace61","block_type":"box","text":"communication through the facilities of the Distributor’s or its agent’s proprietary website maintained for this purpose.","page_number":77,"box":{"x":59,"y":823,"width":832,"height":12}},{"id":"1d3a733a-d7a7-491d-9400-6a04e995f79c","block_type":"box","text":"Purchase orders and redemption requests, if accepted by the Trust, will be processed based on the NAV next determined","page_number":77,"box":{"x":60,"y":838,"width":842,"height":12}},{"id":"78a74bf6-fe65-438e-9ca6-2902186e24c9","block_type":"box","text":"after such acceptance in accordance with the Fund’s Cutoff Times as provided in the Authorized Participant Agreement and","page_number":77,"box":{"x":59,"y":853,"width":866,"height":12}},{"id":"8b80297c-0f71-4b3c-982f-94bb2e10a230","block_type":"box","text":"disclosed in this SAI.","page_number":77,"box":{"x":59,"y":868,"width":142,"height":10}},{"id":"b5927e6e-8156-4d93-abbf-ce086b21c53b","block_type":"box","text":"60","page_number":77,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"43ce03dd-393c-4c63-ab00-85a9ada323ca","block_type":"box","text":"Acceptance of Orders for Creation Units.","page_number":78,"box":{"x":59,"y":67,"width":293,"height":12}},{"id":"7dc41981-55af-4368-8790-d36b57ed7209","block_type":"box","text":"Subject to the conditions that (i) an irrevocable purchase order has been","page_number":78,"box":{"x":365,"y":67,"width":506,"height":12}},{"id":"5d498e9b-4f6f-41fd-81d3-fc81e7056d17","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":78,"box":{"x":59,"y":82,"width":872,"height":12}},{"id":"73526a54-027e-48b0-8a39-f404425defe7","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":78,"box":{"x":59,"y":97,"width":843,"height":12}},{"id":"592f62ed-d9d3-4451-b395-329666b5f087","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":78,"box":{"x":59,"y":112,"width":874,"height":12}},{"id":"9cca4e7c-6a6e-4527-bfe8-3ce3cc89b3bb","block_type":"box","text":"set forth below.","page_number":78,"box":{"x":59,"y":127,"width":107,"height":10}},{"id":"a42f5515-3e84-47eb-adfb-08fecd33c07e","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":78,"box":{"x":59,"y":154,"width":831,"height":12}},{"id":"88f716d9-b52b-4bab-b22c-a525f1ec3ce3","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":78,"box":{"x":60,"y":169,"width":812,"height":12}},{"id":"4705b9b1-176d-4c0f-ba81-61bd8b78df2d","block_type":"box","text":"confirmation of acceptance to the Authorized Participant that placed the order.","page_number":78,"box":{"x":59,"y":184,"width":552,"height":12}},{"id":"f901a99e-e4f2-41e8-98bf-2bbce4b27e92","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":78,"box":{"x":59,"y":210,"width":876,"height":13}},{"id":"b6cce2f4-2f39-4992-85c0-d0ea2e0bd60f","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":78,"box":{"x":60,"y":225,"width":862,"height":13}},{"id":"2c0d7196-120b-4a52-ad53-cf81bceec762","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":78,"box":{"x":60,"y":240,"width":877,"height":13}},{"id":"f33b15f6-d41b-44f5-8850-1241635cfbc1","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":78,"box":{"x":60,"y":256,"width":853,"height":12}},{"id":"01aa3d09-7112-4c61-919a-b585eb35cbb6","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":78,"box":{"x":60,"y":271,"width":876,"height":12}},{"id":"0b2fe314-1e7f-4441-b8ce-c61b230129fe","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":78,"box":{"x":60,"y":286,"width":828,"height":12}},{"id":"707c8e72-80c3-4486-a9ea-9bf8431bdc7d","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":78,"box":{"x":59,"y":301,"width":811,"height":12}},{"id":"d4b926b4-ab6c-40c0-a039-e887927ba03a","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":78,"box":{"x":59,"y":316,"width":852,"height":12}},{"id":"74bc301a-1cda-44d5-872d-458c5d1dac71","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":78,"box":{"x":60,"y":331,"width":852,"height":13}},{"id":"65745237-9197-47a7-b863-4a492431263d","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":78,"box":{"x":59,"y":346,"width":853,"height":13}},{"id":"bcda1a3a-5580-4eb6-86b3-7dbfa7935ebf","block_type":"box","text":"Fund Deposits nor shall any of them incur any liability for failure to give such notification.","page_number":78,"box":{"x":60,"y":361,"width":622,"height":13}},{"id":"3077d656-d9e2-4e62-bfc2-8ddfa50dc496","block_type":"box","text":"Issuance of a Creation Unit.","page_number":78,"box":{"x":60,"y":388,"width":197,"height":10}},{"id":"53cf3cd9-8f69-46bb-80bb-894c7cfb18d3","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":78,"box":{"x":60,"y":414,"width":815,"height":13}},{"id":"d04111fc-d0f5-44b8-9353-9edff3b5d94e","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":78,"box":{"x":59,"y":429,"width":849,"height":13}},{"id":"c0db2ee7-d369-445f-8330-ebed6364023b","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":78,"box":{"x":59,"y":445,"width":866,"height":12}},{"id":"93497cc9-7bf9-4309-b0ed-496b1ba972cc","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":78,"box":{"x":59,"y":460,"width":861,"height":12}},{"id":"bf6f9474-d629-4356-a6bc-85ee3c2221b0","block_type":"box","text":"Fund will issue and cause the delivery of the Creation Unit.","page_number":78,"box":{"x":60,"y":475,"width":407,"height":12}},{"id":"376bd6db-2707-4404-a580-b544f0609f37","block_type":"box","text":"Creation Units of the Fund are generally issued on a “T+1 basis” (","page_number":78,"box":{"x":59,"y":501,"width":455,"height":13}},{"id":"48af8c8c-734a-42e7-8a47-f08d43e6ea16","block_type":"box","text":"i.e","page_number":78,"box":{"x":515,"y":502,"width":15,"height":9}},{"id":"0a101045-1209-4177-8fb7-7a5f7724511d","block_type":"box","text":"., one Business Day after trade date). However, the Fund","page_number":78,"box":{"x":531,"y":501,"width":390,"height":13}},{"id":"25709055-800e-41fd-ba59-4ef2d0a05c35","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":78,"box":{"x":60,"y":516,"width":878,"height":13}},{"id":"3397606d-ea5f-4376-8d85-2b4db18b1d85","block_type":"box","text":"and compliant with applicable law. These circumstances may include, among others, accommodating non-U.S. market","page_number":78,"box":{"x":59,"y":531,"width":833,"height":13}},{"id":"587bea31-e2f6-43a8-b174-e78394f6b0c8","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":78,"box":{"x":60,"y":547,"width":870,"height":12}},{"id":"1a282c77-0dc4-45fd-8b42-892ccbed4dc0","block_type":"box","text":"dividend dates (","page_number":78,"box":{"x":59,"y":562,"width":111,"height":12}},{"id":"abe3ff39-4307-4f4c-b69d-5d84b03dc8bb","block_type":"box","text":"i.e.","page_number":78,"box":{"x":171,"y":563,"width":18,"height":8}},{"id":"54b693dc-19d7-4caf-a05c-e7b8fd4839fd","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":78,"box":{"x":191,"y":562,"width":686,"height":12}},{"id":"adba83f0-d60c-482c-96a9-7a74fbdc6df9","block_type":"box","text":"security).","page_number":78,"box":{"x":59,"y":577,"width":64,"height":12}},{"id":"5d966b20-24aa-42d8-9d49-29494ccba038","block_type":"box","text":"To the extent contemplated by an Authorized Participant Agreement with the Distributor, the Fund will issue Creation Units","page_number":78,"box":{"x":59,"y":603,"width":862,"height":13}},{"id":"4f1deb4b-4dbd-421d-9003-e28b250c6173","block_type":"box","text":"to such Authorized Participant, notwithstanding the fact that the corresponding Fund Deposits have not been received in","page_number":78,"box":{"x":59,"y":618,"width":847,"height":13}},{"id":"b9167a67-2358-4f87-aafe-1c81052a1db3","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":78,"box":{"x":59,"y":634,"width":876,"height":12}},{"id":"9b9953d0-09c7-4269-8328-07a5458d9059","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":78,"box":{"x":59,"y":649,"width":879,"height":12}},{"id":"bc7fac41-ae93-423e-8b12-78a16ccb6c8a","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":78,"box":{"x":59,"y":664,"width":873,"height":12}},{"id":"91409d6a-85c7-41b3-be89-21977b71fd98","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":78,"box":{"x":59,"y":679,"width":857,"height":12}},{"id":"d8876f22-cc6c-47b4-b072-1f59867e35c7","block_type":"box","text":"settlement date. Information concerning the Fund’s current procedures for collateralization of missing Deposit Securities is","page_number":78,"box":{"x":59,"y":694,"width":860,"height":12}},{"id":"1e35ffb9-7954-467f-9701-2aaaa35ef233","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":78,"box":{"x":59,"y":709,"width":845,"height":12}},{"id":"5cc54abc-6f3e-45a6-94fc-0a82e1d75894","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":78,"box":{"x":60,"y":724,"width":865,"height":13}},{"id":"98b38553-00f9-4ba4-8935-7a91411aa8ca","block_type":"box","text":"Fund of purchasing such securities and the collateral including, without limitation, liability for related brokerage, borrowings","page_number":78,"box":{"x":60,"y":739,"width":867,"height":13}},{"id":"1b5aa20f-2ab7-489b-a529-7df8cbd1ef80","block_type":"box","text":"and other charges.","page_number":78,"box":{"x":59,"y":754,"width":130,"height":13}},{"id":"ebcb88d5-e473-4004-94f8-f5509042e7b3","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":78,"box":{"x":60,"y":781,"width":809,"height":12}},{"id":"e718e85c-13ef-467d-961a-259a8afb0a8f","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":78,"box":{"x":60,"y":796,"width":810,"height":12}},{"id":"44136189-4416-4903-ba06-cbac48c2b9c8","block_type":"box","text":"Authorized Participants that the creation and redemption transactions are for separate beneficial owners. All questions as to","page_number":78,"box":{"x":59,"y":811,"width":868,"height":13}},{"id":"34c6ae41-3597-4149-8624-555b80ad1f00","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":78,"box":{"x":59,"y":826,"width":875,"height":13}},{"id":"d1808b18-39b6-4b39-9074-a21809811e26","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":78,"box":{"x":59,"y":841,"width":827,"height":13}},{"id":"c4a25ac8-7bcf-4f33-ac5f-b5df2ae80e10","block_type":"box","text":"61","page_number":78,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"ec261af5-b2ff-4a62-a106-93c4296336cb","block_type":"box","text":"Costs Associated with Creation Transactions.","page_number":79,"box":{"x":59,"y":67,"width":325,"height":9}},{"id":"9ca90fb1-2739-4ee7-aeb2-b70de90f67a8","block_type":"box","text":"A standard creation transaction fee is imposed to offset the transfer and","page_number":79,"box":{"x":397,"y":67,"width":504,"height":12}},{"id":"2a891ecd-2961-463a-96f7-0a9c27e41b8a","block_type":"box","text":"other transaction costs associated with the issuance of Creation Units. The standard creation transaction fee is charged to","page_number":79,"box":{"x":59,"y":82,"width":855,"height":12}},{"id":"edd9b586-a9b5-4d29-8292-36d8770886f4","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":79,"box":{"x":59,"y":97,"width":866,"height":12}},{"id":"b39e4a13-87dd-4bc1-979f-840e78fd85f8","block_type":"box","text":"number of Creation Units purchased by the Authorized Participant on the applicable Business Day.","page_number":79,"box":{"x":60,"y":112,"width":685,"height":12}},{"id":"6d465a1e-2082-4262-8be2-5406169656e6","block_type":"box","text":"In order to defray transaction expenses for the Fund and protect against possible shareholder dilution, if a creation","page_number":79,"box":{"x":60,"y":138,"width":800,"height":13}},{"id":"42a1a68c-60bf-4530-8a87-db9748c74f7d","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":154,"width":869,"height":12}},{"id":"9eeed43d-ada2-4bfc-befb-2dd064d5aced","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":169,"width":832,"height":12}},{"id":"26380c38-73f7-4326-9f5d-b1309529d2a5","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":184,"width":854,"height":12}},{"id":"7e3132e5-6a76-489a-9c52-98f72b2e62bb","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":199,"width":873,"height":12}},{"id":"ec907a8e-ee8c-41e4-8494-0b5ece1ce652","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":214,"width":873,"height":12}},{"id":"41b63d4d-5398-4b77-ba9b-7c6e109c68d7","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":229,"width":817,"height":12}},{"id":"298d6263-2294-44db-995e-72d35d3d5465","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":244,"width":825,"height":13}},{"id":"3107bbe2-c63e-46aa-b141-0c8ffb22f683","block_type":"box","text":"subject to the maximum amounts shown below.","page_number":79,"box":{"x":59,"y":259,"width":338,"height":13}},{"id":"64ca6bf7-e785-4f04-af28-8bc43ca6b41a","block_type":"box","text":"Authorized Participants will also bear the costs of transferring the Deposit Securities to the Fund. Certain fees/costs","page_number":79,"box":{"x":59,"y":286,"width":809,"height":12}},{"id":"ded36343-12a9-4dc9-b414-7f81dab8b558","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":79,"box":{"x":59,"y":301,"width":866,"height":12}},{"id":"05f84d90-63bb-41ef-8c59-cf6a4060339a","block_type":"box","text":"other financial intermediary to acquire Fund shares may be charged a fee for such services.","page_number":79,"box":{"x":59,"y":316,"width":637,"height":12}},{"id":"e0d7461a-5833-4e31-ba7b-a0dcb08a2b2d","block_type":"box","text":"The following table sets forth the Fund’s standard creation transaction fees and maximum additional charge (as described","page_number":79,"box":{"x":59,"y":343,"width":856,"height":12}},{"id":"865b3dd8-7eca-432c-a26a-e9922e518228","block_type":"box","text":"above):","page_number":79,"box":{"x":59,"y":358,"width":50,"height":12}},{"id":"c552ae53-f6d8-45d8-8ae7-bef92516dde1","block_type":"box","text":"Standard Creation","page_number":79,"box":{"x":366,"y":387,"width":104,"height":8}},{"id":"2f0d9538-a92f-4509-ab0f-dc1a9f9dc841","block_type":"box","text":"Transaction Fee","page_number":79,"box":{"x":372,"y":398,"width":91,"height":7}},{"id":"3fa09541-7a25-46c4-b968-d4a47708f305","block_type":"box","text":"Maximum Additional","page_number":79,"box":{"x":510,"y":387,"width":121,"height":8}},{"id":"a8fcf7ac-371b-42c9-b4b8-a4960df1b332","block_type":"box","text":"Charge*","page_number":79,"box":{"x":547,"y":397,"width":47,"height":10}},{"id":"b3cff053-ebe9-4a53-a63d-ad59dd2e0005","block_type":"box","text":"$225 7.0%","page_number":79,"box":{"x":401,"y":419,"width":194,"height":11}},{"id":"13935868-4bfe-4a82-8798-e1e8289e1745","block_type":"box","text":"* As a percentage of the net asset value per Creation Unit.","page_number":79,"box":{"x":89,"y":459,"width":328,"height":10}},{"id":"ae02102d-8255-4f99-8031-bbd2fb431093","block_type":"box","text":"Redemption of Creation Units.","page_number":79,"box":{"x":60,"y":482,"width":216,"height":13}},{"id":"a67c5e3e-583d-4ecb-b20c-68bb8d3c3b44","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":79,"box":{"x":59,"y":509,"width":850,"height":12}},{"id":"2648132a-0c7d-4a09-b154-d14e106a1a17","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":79,"box":{"x":60,"y":524,"width":861,"height":12}},{"id":"b5d8d8a2-7b9b-4e39-93e9-cd987bf0a20c","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":79,"box":{"x":60,"y":539,"width":873,"height":12}},{"id":"6f2ecb2b-11ea-4d54-bda5-105890bb8dc7","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":79,"box":{"x":60,"y":554,"width":854,"height":13}},{"id":"453d218e-b93e-4a0f-b497-2c3cbfc7fa0e","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":79,"box":{"x":59,"y":569,"width":879,"height":13}},{"id":"36a6d055-20aa-4d27-a224-90223d54bf29","block_type":"box","text":"by an Authorized Participant. Beneficial owners also may sell shares in the secondary market.","page_number":79,"box":{"x":60,"y":584,"width":649,"height":13}},{"id":"16fb8dc1-fd39-456c-a0e4-94f078a6fa27","block_type":"box","text":"The Fund generally redeems Creation Units for Fund Securities (as defined below). Please see the","page_number":79,"box":{"x":59,"y":611,"width":679,"height":12}},{"id":"53090881-c1d8-4500-88bb-d1dcbb570d15","block_type":"box","text":"Cash Redemption Method","page_number":79,"box":{"x":744,"y":611,"width":182,"height":12}},{"id":"856b8e1f-0288-4cd4-8a75-b259b436f1b3","block_type":"box","text":"section below and the following discussion summarizing the in-kind method for further information on redeeming Creation","page_number":79,"box":{"x":59,"y":626,"width":864,"height":12}},{"id":"fc7e734d-fba2-490a-8226-4bb36539e70d","block_type":"box","text":"Units of the Fund.","page_number":79,"box":{"x":60,"y":641,"width":123,"height":10}},{"id":"bc4b4619-5353-4fe7-ad71-a1d1ffc35f0d","block_type":"box","text":"The Fund publishes the designated portfolio of securities and other instruments (including any portion of such securities and","page_number":79,"box":{"x":59,"y":668,"width":876,"height":12}},{"id":"c7a97395-f0f6-4857-8661-0f1af961467f","block_type":"box","text":"other instruments for which cash may be substituted) that will be applicable to redemption requests received in proper form","page_number":79,"box":{"x":59,"y":683,"width":871,"height":12}},{"id":"54088164-90b9-4119-bb74-5d903ed1da49","block_type":"box","text":"(as defined below) on that day (“Fund Securities” or “Redemption Basket”), and an amount of cash (the “Cash Amount,” as","page_number":79,"box":{"x":60,"y":698,"width":865,"height":12}},{"id":"bf0d17c9-98f9-4de8-b6eb-bdf32fa918ff","block_type":"box","text":"described below) in order to effect redemptions of Creation Units of the Fund. Such Fund Securities and Cash Amount will","page_number":79,"box":{"x":59,"y":713,"width":854,"height":12}},{"id":"2039b2e1-adda-4ca5-ba82-c0f5718a1d43","block_type":"box","text":"remain in effect until such time as the next announced composition of the Fund Securities and Cash Amount is made","page_number":79,"box":{"x":60,"y":728,"width":821,"height":12}},{"id":"a0c1b2c8-d95c-480c-99b5-75839ae69f04","block_type":"box","text":"available. The Fund Securities and Cash Amount are subject to possible amendment or correction. Fund Securities received","page_number":79,"box":{"x":59,"y":743,"width":862,"height":12}},{"id":"38c46657-1fec-47c7-b6ae-7683073d1fe2","block_type":"box","text":"on redemption may not be identical to Deposit Securities that are applicable to creations of Creation Units. Procedures and","page_number":79,"box":{"x":59,"y":758,"width":859,"height":13}},{"id":"7b18ae09-bd26-4b27-b6df-95867a5bb1c1","block_type":"box","text":"requirements governing redemption transactions are set forth in the handbook for Authorized Participants and may change","page_number":79,"box":{"x":60,"y":773,"width":864,"height":13}},{"id":"86878c49-288d-4ea4-86dd-5c035584345a","block_type":"box","text":"from time to time.","page_number":79,"box":{"x":59,"y":788,"width":126,"height":10}},{"id":"b5212cf5-a8e4-4bbc-927a-e45d774e6e78","block_type":"box","text":"Unless cash redemptions are available or specified for the Fund, the redemption proceeds for a Creation Unit generally","page_number":79,"box":{"x":60,"y":815,"width":826,"height":12}},{"id":"580a9f2e-1cdc-498f-8a64-828b7e818939","block_type":"box","text":"consist of Fund Securities, plus the Cash Amount, which is an amount equal to the difference between the NAV of the shares","page_number":79,"box":{"x":59,"y":830,"width":873,"height":12}},{"id":"e2e11504-41b2-4a2a-aae8-a97e8d647d69","block_type":"box","text":"being redeemed, as next determined after the receipt of a redemption request in proper form, and the value of Fund","page_number":79,"box":{"x":60,"y":845,"width":810,"height":13}},{"id":"234e0e80-d1a1-45b3-85c6-c3b33ce087ac","block_type":"box","text":"Securities, less a redemption transaction fee (as described below).","page_number":79,"box":{"x":59,"y":860,"width":462,"height":13}},{"id":"6717506d-e50e-402d-a05f-4840e4bb0728","block_type":"box","text":"62","page_number":79,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"aa5061a0-e49f-4275-9ead-2d78978915e1","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":80,"box":{"x":59,"y":67,"width":873,"height":12}},{"id":"8360dc1c-5787-4c4a-80e9-0677a286e94f","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":80,"box":{"x":60,"y":82,"width":825,"height":12}},{"id":"529f171f-2c4d-4c87-9b9d-f83256dd0a82","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":80,"box":{"x":59,"y":97,"width":822,"height":12}},{"id":"3dc7c7ae-151c-468f-a9fc-cbdb2081e97d","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":80,"box":{"x":60,"y":112,"width":863,"height":12}},{"id":"2e1c4f22-1a0a-4021-8169-5b5eb58a1f49","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":80,"box":{"x":59,"y":127,"width":880,"height":12}},{"id":"037d02b8-ee60-4dc2-8729-5c0e485745d8","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":80,"box":{"x":59,"y":142,"width":868,"height":13}},{"id":"893080e0-94ae-4003-9fa1-7a2f6e7b445a","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":80,"box":{"x":60,"y":157,"width":867,"height":13}},{"id":"7dc7b6ee-2046-47c5-888d-08ab9282f837","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":80,"box":{"x":59,"y":172,"width":855,"height":13}},{"id":"5701b797-40a9-4ad0-be9a-9c8f4d7a7a5b","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":80,"box":{"x":59,"y":188,"width":815,"height":12}},{"id":"d54265a4-ae56-4a39-a22d-06286e189226","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":80,"box":{"x":59,"y":203,"width":867,"height":12}},{"id":"174533ed-05e5-4ab6-a72d-cf12cf4e9f18","block_type":"box","text":"redeems Creation Units for Fund Securities, but the Fund reserves the right to utilize a cash option for redemption of Creation","page_number":80,"box":{"x":60,"y":218,"width":875,"height":12}},{"id":"d10c9f7b-74de-43e3-ae99-0e0e08d9c0d0","block_type":"box","text":"Units. The Redemption Basket may also be modified to minimize the Cash Component by redistributing the cash to the Fund","page_number":80,"box":{"x":60,"y":233,"width":871,"height":12}},{"id":"601614f3-9a55-4b00-b0c0-6cf60f15a498","block_type":"box","text":"Securities portion of the Redemption Basket through systematically rounding. The rounding methodology allows position","page_number":80,"box":{"x":59,"y":248,"width":850,"height":12}},{"id":"803bbb23-7db6-4743-8140-7f9320171a43","block_type":"box","text":"sizes of securities in the Fund Securities to be “rounded up,” while limiting the maximum allowed percentage change in","page_number":80,"box":{"x":59,"y":263,"width":835,"height":12}},{"id":"bc305bee-2792-47e7-a50e-8f76bdc5b46d","block_type":"box","text":"weight and share quantity of any given security in the Redemption Basket. Redemption Baskets may also be modified to","page_number":80,"box":{"x":59,"y":278,"width":838,"height":13}},{"id":"cd88509b-5444-4205-b194-3a209b5f70cd","block_type":"box","text":"position a fund towards a forward index rebalance to reflect revisions that account for index additions, deletions, and re","page_number":80,"box":{"x":59,"y":293,"width":842,"height":13}},{"id":"736c5a72-9721-49f5-b9de-cb6f9b926fba","block_type":"box","text":"weights.","page_number":80,"box":{"x":59,"y":308,"width":58,"height":13}},{"id":"b86902df-2f11-4bb2-a3f6-f2d71f3996e2","block_type":"box","text":"Cash Redemption Method.","page_number":80,"box":{"x":59,"y":335,"width":191,"height":12}},{"id":"539a953b-79d4-4495-b740-0b65c8403064","block_type":"box","text":"Although the Trust does not generally permit partial or full cash redemptions of Creation Units","page_number":80,"box":{"x":263,"y":335,"width":661,"height":12}},{"id":"e4ee6497-fe15-4b8e-a2b0-d55b9cd4f24f","block_type":"box","text":"of its funds, when partial or full cash redemptions of Creation Units are available or specified for the Fund, they will be","page_number":80,"box":{"x":59,"y":350,"width":823,"height":12}},{"id":"3ccfa01a-d265-414c-b199-7f4b10e0cd58","block_type":"box","text":"effected in essentially the same manner as in-kind redemptions thereof. In the case of partial or full cash redemption, the","page_number":80,"box":{"x":59,"y":365,"width":845,"height":13}},{"id":"aa8f75ec-0691-476b-ae26-a8169831dc66","block_type":"box","text":"Authorized Participant receives the cash equivalent of the Fund Securities it would otherwise receive through an in-kind","page_number":80,"box":{"x":59,"y":380,"width":837,"height":13}},{"id":"a4a59620-4e47-455c-9c39-e5d5fe69a524","block_type":"box","text":"redemption, plus the same Cash Amount to be paid to an in-kind redeemer.","page_number":80,"box":{"x":60,"y":395,"width":528,"height":13}},{"id":"396d0ba8-e22b-4d81-af32-005c699d25db","block_type":"box","text":"Costs Associated with Redemption Transactions.","page_number":80,"box":{"x":59,"y":422,"width":352,"height":12}},{"id":"4b1a062f-840c-4fa1-9ba8-180eed8b94e9","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":80,"box":{"x":59,"y":448,"width":874,"height":13}},{"id":"46b7f679-9b9d-4a44-a883-41bbb80822b5","block_type":"box","text":"standard redemption transaction fee is charged to the Authorized Participant on the day such Authorized Participant redeems","page_number":80,"box":{"x":59,"y":463,"width":879,"height":13}},{"id":"e69c4e3c-d395-4048-b5d0-8f98d143b264","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":80,"box":{"x":59,"y":479,"width":852,"height":12}},{"id":"a813bfaf-33b4-490a-b54f-ce793ac88520","block_type":"box","text":"applicable Business Day.","page_number":80,"box":{"x":59,"y":494,"width":169,"height":12}},{"id":"5e0a56fb-a545-49bb-bb79-243a2bd18b06","block_type":"box","text":"In order to defray transaction expenses for the Fund and protect against possible shareholder dilution, if a redemption","page_number":80,"box":{"x":60,"y":520,"width":824,"height":12}},{"id":"767394f4-c6bb-487a-9c31-f660526677a1","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":80,"box":{"x":59,"y":535,"width":869,"height":13}},{"id":"195fd8e2-78f5-4f27-96ac-edc068099b62","block_type":"box","text":"amount shown below) certain brokerage, tax, foreign exchange, execution and other costs and expenses related to the","page_number":80,"box":{"x":59,"y":550,"width":832,"height":13}},{"id":"7c428028-b78b-42f6-92c5-160f1bce5129","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":80,"box":{"x":59,"y":566,"width":854,"height":12}},{"id":"f2d07944-9b7f-4c35-be6c-a37d316086e4","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":80,"box":{"x":59,"y":581,"width":873,"height":12}},{"id":"38ef20ae-d95f-408c-bfe8-2beaddcc9eb7","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":80,"box":{"x":60,"y":596,"width":873,"height":12}},{"id":"3a100165-5a43-4f70-82eb-36c7a4819d77","block_type":"box","text":"trade identical securities to the securities identified by BlackRock in estimating these transaction and other costs and","page_number":80,"box":{"x":59,"y":611,"width":817,"height":12}},{"id":"3197352f-2422-47f2-a042-7834fb6b9a4a","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":80,"box":{"x":59,"y":626,"width":825,"height":12}},{"id":"376e4d92-af1c-4b4e-b002-4257f1472679","block_type":"box","text":"subject to the maximum amounts shown below.","page_number":80,"box":{"x":59,"y":641,"width":338,"height":12}},{"id":"68d05fd9-e112-4a27-8d59-3cf201a0f582","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":80,"box":{"x":59,"y":668,"width":850,"height":12}},{"id":"4a9caf19-3486-41de-abd0-81b6d3bbeac4","block_type":"box","text":"order. Certain fees/costs associated with redemption transactions may be waived in certain circumstances. Investors who","page_number":80,"box":{"x":59,"y":683,"width":852,"height":12}},{"id":"96fd75ef-844e-4c87-8489-9f4cfd930e19","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":80,"box":{"x":60,"y":698,"width":870,"height":12}},{"id":"ae65a594-7bf3-467d-b724-d9893e6b1734","block_type":"box","text":"The following table sets forth the Fund’s standard redemption transaction fees and maximum additional charge (as","page_number":80,"box":{"x":59,"y":724,"width":808,"height":13}},{"id":"19cfd032-1d81-42f1-9c2d-2c9e2b3c628f","block_type":"box","text":"described above):","page_number":80,"box":{"x":59,"y":739,"width":123,"height":13}},{"id":"3a109b78-bb74-4e92-a3fc-716a76888d18","block_type":"box","text":"Standard Redemption","page_number":80,"box":{"x":355,"y":769,"width":125,"height":10}},{"id":"9753964a-698b-4b9e-83c7-8e3e8a588879","block_type":"box","text":"Transaction Fee","page_number":80,"box":{"x":372,"y":780,"width":91,"height":7}},{"id":"d1846b3c-990a-482c-9295-f9582f320110","block_type":"box","text":"Maximum Additional","page_number":80,"box":{"x":521,"y":769,"width":121,"height":8}},{"id":"cb6f4f74-1dfd-420e-bb96-51035994ed18","block_type":"box","text":"Charge*","page_number":80,"box":{"x":558,"y":779,"width":47,"height":10}},{"id":"43d5c9c5-8d82-4b3e-be29-e854942d3a01","block_type":"box","text":"$225 2.0%","page_number":80,"box":{"x":401,"y":801,"width":205,"height":11}},{"id":"c8d275e2-4d7c-4280-8fdb-5db70f21c56f","block_type":"box","text":"* As a percentage of the net asset value per Creation Unit, inclusive of the standard redemption transaction fee.","page_number":80,"box":{"x":89,"y":841,"width":628,"height":10}},{"id":"b5ba4960-bb0e-4abf-8f26-a7bff2c1886f","block_type":"box","text":"63","page_number":80,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"738eb283-59ee-40f5-81fc-b870da9a4a87","block_type":"box","text":"Placement of Redemption Orders.","page_number":81,"box":{"x":60,"y":67,"width":243,"height":12}},{"id":"f765652b-fd70-46b7-9d87-a2982d562438","block_type":"box","text":"Redemption requests for Creation Units of the Fund must be submitted to the Distributor","page_number":81,"box":{"x":312,"y":67,"width":624,"height":12}},{"id":"0a4b6496-ccc0-4421-8f0d-69a05100d00d","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":81,"box":{"x":59,"y":82,"width":877,"height":12}},{"id":"8a271ddd-0f0c-4380-a87b-f229e7af9b7e","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":81,"box":{"x":59,"y":97,"width":861,"height":12}},{"id":"ba7ec785-0440-413f-8ffa-2b0fda4fcf8c","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":81,"box":{"x":59,"y":112,"width":850,"height":12}},{"id":"c7906402-50ad-4e41-b743-d34e65447607","block_type":"box","text":"earlier that day. Investors, other than Authorized Participants, are responsible for making arrangements for a redemption","page_number":81,"box":{"x":59,"y":127,"width":842,"height":12}},{"id":"50fe4efc-6708-4d14-a848-5230f8f0b6ba","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":81,"box":{"x":60,"y":142,"width":851,"height":13}},{"id":"fe3c080f-846c-4479-af7c-766b5053a20a","block_type":"box","text":"Participants upon request.","page_number":81,"box":{"x":60,"y":158,"width":182,"height":12}},{"id":"85b349cc-22b3-4324-b51d-9c8cb9456cd7","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":81,"box":{"x":59,"y":184,"width":879,"height":12}},{"id":"22f209ea-350d-48a7-b1fa-f2c561433730","block_type":"box","text":"agent in accordance with procedures set forth in the Authorized Participant Agreement. Investors should be aware that their","page_number":81,"box":{"x":59,"y":199,"width":870,"height":12}},{"id":"0f083e32-6052-4e27-b79d-0cc409a96518","block_type":"box","text":"particular broker may not have executed an Authorized Participant Agreement and that, therefore, requests to redeem","page_number":81,"box":{"x":59,"y":214,"width":825,"height":12}},{"id":"38b4b204-803b-49af-92be-f81609a74e48","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":81,"box":{"x":59,"y":229,"width":824,"height":12}},{"id":"88b70388-ebe7-4f81-b500-c9776097ba5c","block_type":"box","text":"Authorized Participant Agreement. At any time, only a limited number of broker-dealers will have an Authorized Participant","page_number":81,"box":{"x":59,"y":244,"width":861,"height":13}},{"id":"457a2a35-0306-43e6-b015-8460aa374562","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":81,"box":{"x":59,"y":259,"width":876,"height":13}},{"id":"40af157d-55b4-44b3-9be4-8dfb8f008832","block_type":"box","text":"by such Authorized Participant. Investors making a request to redeem Creation Units should allow sufficient time to permit","page_number":81,"box":{"x":60,"y":274,"width":856,"height":13}},{"id":"40b71a73-0ffa-4600-a25e-be4407ed7c2d","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":81,"box":{"x":59,"y":290,"width":858,"height":12}},{"id":"527831ec-32d4-4bc4-be49-b1fc930e4076","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":81,"box":{"x":60,"y":305,"width":842,"height":12}},{"id":"12cfbcd4-ceff-4880-bdcd-13bec8493688","block_type":"box","text":"other financial intermediaries if such intermediaries are not Authorized Participants.","page_number":81,"box":{"x":59,"y":320,"width":585,"height":12}},{"id":"18c9e60a-f5f1-49fd-bb43-04eebccc029f","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":81,"box":{"x":59,"y":346,"width":850,"height":13}},{"id":"e0e59819-9a77-4594-ba50-947991dbca6a","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":81,"box":{"x":59,"y":361,"width":829,"height":13}},{"id":"19eb7f5e-c30b-4efa-8063-46d5bad1bcea","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":81,"box":{"x":59,"y":377,"width":834,"height":12}},{"id":"3355d993-dba4-4c20-9941-4fd1c1e5a457","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":81,"box":{"x":60,"y":392,"width":880,"height":12}},{"id":"b0824981-99b7-40ef-a71c-a3f1296383c1","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":81,"box":{"x":60,"y":407,"width":841,"height":12}},{"id":"b717529f-4b0e-4549-a58c-2269fa1207d1","block_type":"box","text":"Authorized Participant Agreement are properly followed.","page_number":81,"box":{"x":59,"y":422,"width":394,"height":12}},{"id":"749e21f0-f4b0-4c21-a87b-f2d739cb7ba2","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":81,"box":{"x":60,"y":448,"width":867,"height":13}},{"id":"e36d1f4b-0fc5-4551-9311-24c1080beacb","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":81,"box":{"x":60,"y":463,"width":839,"height":13}},{"id":"1ab5bc9e-254b-4c92-a08d-30eb0ede22e9","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":81,"box":{"x":60,"y":479,"width":873,"height":12}},{"id":"5aac42d9-a4dd-4c1f-a2b3-177fd69239d3","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":81,"box":{"x":59,"y":494,"width":862,"height":12}},{"id":"11d61668-9394-4ffe-99e6-e2ef1079b8e3","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":81,"box":{"x":59,"y":509,"width":832,"height":12}},{"id":"53640ffb-b81e-435e-b3b9-5d9c99413d64","block_type":"box","text":"submitting the redemption request.","page_number":81,"box":{"x":59,"y":524,"width":248,"height":12}},{"id":"14114ddb-2838-4e3b-b111-37bbf1c694f7","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":81,"box":{"x":59,"y":550,"width":854,"height":13}},{"id":"f2b96504-6aaf-45eb-a2fc-48b7b5c7924b","block_type":"box","text":"appropriate security arrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction in","page_number":81,"box":{"x":59,"y":566,"width":837,"height":12}},{"id":"33533395-624a-4de6-8478-e676af7a3589","block_type":"box","text":"which any of the portfolio securities are customarily traded, to which account such portfolio securities will be delivered.","page_number":81,"box":{"x":59,"y":581,"width":836,"height":12}},{"id":"a99558f3-a57d-4626-a365-29eebcc2040f","block_type":"box","text":"Deliveries of redemption proceeds by the Fund are generally made within one Business Day (","page_number":81,"box":{"x":60,"y":607,"width":648,"height":12}},{"id":"9d98f52f-9677-4d56-b752-b613b6eaf60f","block_type":"box","text":"i.e.","page_number":81,"box":{"x":709,"y":608,"width":17,"height":9}},{"id":"e5b3ec6b-80e1-4008-ad5c-30ce6e2c22e1","block_type":"box","text":", “T+1”). However, the Fund","page_number":81,"box":{"x":729,"y":607,"width":191,"height":12}},{"id":"0babcccc-8adc-4f79-975a-1399ab2aad85","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":81,"box":{"x":60,"y":622,"width":826,"height":13}},{"id":"7b6d40db-8574-4227-920c-09cba990dded","block_type":"box","text":"circumstances and compliant with applicable law. These circumstances may include, among others, accommodating non","page_number":81,"box":{"x":59,"y":637,"width":858,"height":13}},{"id":"729ce91c-d9e5-470e-b3c0-9c54151f4373","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":81,"box":{"x":60,"y":652,"width":855,"height":13}},{"id":"43d8135d-e120-4097-9468-44d3c9bf90a9","block_type":"box","text":"dates and dividend ex-dates (","page_number":81,"box":{"x":59,"y":668,"width":207,"height":12}},{"id":"b4614fb8-84cc-4e23-866c-cc5c478f9f01","block_type":"box","text":"i.e","page_number":81,"box":{"x":267,"y":668,"width":15,"height":9}},{"id":"e4b2b4ee-a1f6-42b0-bfd4-3307fcea3daf","block_type":"box","text":"., the last date the holder of a security can sell the security and still receive dividends payable","page_number":81,"box":{"x":283,"y":668,"width":646,"height":12}},{"id":"d9f534d7-668a-4e11-be0e-3b2743967f48","block_type":"box","text":"on the security).","page_number":81,"box":{"x":59,"y":683,"width":113,"height":12}},{"id":"bbd22055-1d25-4c7a-8f28-99112002b301","block_type":"box","text":"To the extent contemplated by an Authorized Participant’s agreement with the Distributor or its agent, in the event an","page_number":81,"box":{"x":59,"y":709,"width":824,"height":12}},{"id":"95670f7e-3eb5-455f-b770-b371608e0b69","block_type":"box","text":"Authorized Participant has submitted a redemption request in proper form but is unable to transfer all or part of the Creation","page_number":81,"box":{"x":59,"y":724,"width":871,"height":13}},{"id":"1f2587d6-9967-41e7-8f42-b96351c6acee","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":81,"box":{"x":60,"y":739,"width":861,"height":13}},{"id":"2f859d7e-1271-440c-a223-f4993a19fe05","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":81,"box":{"x":59,"y":754,"width":871,"height":13}},{"id":"64788b8e-02b6-440a-abec-38ea1a8af85f","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":81,"box":{"x":59,"y":770,"width":852,"height":12}},{"id":"6571adc1-7fc1-4360-985f-fb875b882f59","block_type":"box","text":"secured by the Authorized Participant’s delivery and maintenance of collateral as set forth in the handbook for Authorized","page_number":81,"box":{"x":59,"y":785,"width":851,"height":12}},{"id":"29230bac-873b-4677-a567-664a1dbfec37","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":81,"box":{"x":60,"y":800,"width":857,"height":12}},{"id":"d507cf84-232d-4a01-b970-032897471032","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":815,"width":857,"height":12}},{"id":"917b8c48-9efc-4e67-ae57-72416513af18","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":830,"width":859,"height":12}},{"id":"6d819d4e-e48b-4714-bb63-e4d7ce3f91cc","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":845,"width":853,"height":13}},{"id":"504efdab-a7f7-4e9e-a9a3-33070589d73d","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":860,"width":874,"height":13}},{"id":"348b9617-01db-4233-aa29-11856f704ab4","block_type":"box","text":"64","page_number":81,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"a3e479c1-66fc-4c20-8b48-8b723ec239ea","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":82,"box":{"x":60,"y":67,"width":866,"height":12}},{"id":"9b8a438c-42f4-4910-8c1c-9c959ac5ac35","block_type":"box","text":"related brokerage and other charges.","page_number":82,"box":{"x":60,"y":82,"width":256,"height":12}},{"id":"4ac61484-e7b8-4ee7-bdf3-1331afa21a5b","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":82,"box":{"x":59,"y":108,"width":849,"height":13}},{"id":"3270f40a-fa51-4ee8-a7d4-37cd5295f6ca","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":82,"box":{"x":59,"y":123,"width":868,"height":13}},{"id":"18a2539a-6024-4498-aee1-b1ae0b53325a","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":82,"box":{"x":59,"y":138,"width":862,"height":13}},{"id":"4f91be25-7fbd-43f7-8d68-9ac40ac7145f","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":82,"box":{"x":60,"y":154,"width":809,"height":12}},{"id":"e9915fa3-3ded-436c-80af-76e898d246ae","block_type":"box","text":"practicable; or (iv) in such other circumstance as is permitted by the SEC.","page_number":82,"box":{"x":59,"y":169,"width":511,"height":12}},{"id":"270c31c7-9037-4fa3-879a-17d587113996","block_type":"box","text":"Custom Baskets.","page_number":82,"box":{"x":59,"y":195,"width":118,"height":10}},{"id":"c3889cf8-1173-4a49-936c-030e0fc2d91c","block_type":"box","text":"Creation and Redemption baskets may differ and the Fund will accept “custom baskets.” A custom basket","page_number":82,"box":{"x":187,"y":195,"width":739,"height":12}},{"id":"db82d4a0-9889-435a-8bcc-b43c607c4d20","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":82,"box":{"x":60,"y":210,"width":832,"height":13}},{"id":"6dfc4f23-e8b2-4f9c-a6d4-0b99a7543281","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":82,"box":{"x":60,"y":225,"width":872,"height":13}},{"id":"1bfd2825-82e0-4172-9e86-92a8856c4ca9","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":82,"box":{"x":60,"y":240,"width":870,"height":13}},{"id":"ac25b417-139f-4122-97ed-6d489e0c85eb","block_type":"box","text":"procedures that govern the construction and acceptance of baskets, including heightened requirements for certain types of","page_number":82,"box":{"x":59,"y":256,"width":866,"height":12}},{"id":"485b3e7e-5838-4650-88a4-d9d3a536c8ac","block_type":"box","text":"custom baskets. Such policies and procedures provide the parameters for the construction and acceptance of custom","page_number":82,"box":{"x":59,"y":271,"width":824,"height":12}},{"id":"55d2654b-e401-43c6-8f99-33c2098f6129","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":82,"box":{"x":60,"y":286,"width":873,"height":12}},{"id":"aece9244-17e9-4a4a-8785-96a14189ef97","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":82,"box":{"x":59,"y":301,"width":872,"height":12}},{"id":"5bdc8496-a467-472b-a491-3dd3500cca01","block_type":"box","text":"compliance with those parameters. In addition, when constructing custom baskets for redemptions, the tax efficiency of the","page_number":82,"box":{"x":59,"y":316,"width":870,"height":12}},{"id":"6085a738-f538-4805-ac7d-aa86e74333a0","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":82,"box":{"x":60,"y":331,"width":870,"height":13}},{"id":"5cd6484b-6431-441a-a916-5168bd300a40","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":82,"box":{"x":60,"y":346,"width":845,"height":13}},{"id":"fd33c42c-ac10-4568-a96a-1acbe525771f","block_type":"box","text":"against potential risks of conflicts and/or overreaching by an Authorized Participant. BlackRock has established a governance","page_number":82,"box":{"x":59,"y":361,"width":877,"height":13}},{"id":"8f08f262-8ab8-4bb8-92cd-d38801d6a9d4","block_type":"box","text":"process to oversee basket compliance for the Fund, as set forth in the Fund’s policies and procedures.","page_number":82,"box":{"x":59,"y":377,"width":711,"height":12}},{"id":"2d61e20c-f38b-41d5-ab52-84d0cc585c61","block_type":"box","text":"Taxation on Creations and Redemptions of Creation Units.","page_number":82,"box":{"x":58,"y":403,"width":419,"height":12}},{"id":"35d13b14-bd10-49fa-9df3-9ff5f2708519","block_type":"box","text":"An Authorized Participant generally will recognize either gain or","page_number":82,"box":{"x":490,"y":403,"width":445,"height":12}},{"id":"699315f6-b51c-4ed1-ad5e-590b26cda098","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":82,"box":{"x":60,"y":418,"width":864,"height":12}},{"id":"96d5b110-0a42-45dc-b4a8-55f41c4fd083","block_type":"box","text":"the Creation Units purchased over the Authorized Participant’s aggregate basis in the Deposit Securities exchanged therefor.","page_number":82,"box":{"x":59,"y":433,"width":868,"height":13}},{"id":"b51c3a5b-4689-4161-ab1c-445c87effda3","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":82,"box":{"x":60,"y":448,"width":870,"height":13}},{"id":"51c02a31-88fd-4333-8082-5373c5a2c460","block_type":"box","text":"for Creation Units is not currently deductible. Authorized Participants should consult their own tax advisors.","page_number":82,"box":{"x":59,"y":463,"width":752,"height":13}},{"id":"09423da1-1e6a-4e74-9fc7-a25bb9c738ff","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":82,"box":{"x":59,"y":490,"width":830,"height":12}},{"id":"35d7fdb9-f49f-4036-a517-fd10788e31fa","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":82,"box":{"x":59,"y":505,"width":862,"height":12}},{"id":"81b12266-a3ca-4e70-8cef-a6e2fe32fdf7","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":82,"box":{"x":59,"y":520,"width":860,"height":12}},{"id":"9f324b2c-288f-46f3-92f2-547df6a00e4f","block_type":"box","text":"assets.","page_number":82,"box":{"x":59,"y":537,"width":46,"height":8}},{"id":"f6fa651e-bbf9-4953-96bd-b12fe5de9d1c","block_type":"box","text":"65","page_number":82,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"fe8c9ae6-283b-4254-835c-c34b1d0096ee","block_type":"box","text":"Taxes","page_number":83,"box":{"x":59,"y":69,"width":93,"height":21}},{"id":"93cca9c6-74ab-489e-99ca-8913469bf32b","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":83,"box":{"x":59,"y":108,"width":877,"height":13}},{"id":"1fdd5414-2f8b-4a24-84f0-3227cf8c0eb3","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":83,"box":{"x":59,"y":123,"width":862,"height":13}},{"id":"d2da6d63-e118-4cc9-80e0-d95b964b2470","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":83,"box":{"x":59,"y":138,"width":823,"height":13}},{"id":"4ffdbbc2-97b8-49f0-b2ac-fa833a98f132","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":83,"box":{"x":59,"y":154,"width":847,"height":12}},{"id":"4baf55e2-b7f5-4d13-bac1-c320014a9317","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":83,"box":{"x":59,"y":169,"width":835,"height":12}},{"id":"3912629c-edb6-441b-9178-546ecfc26f17","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":83,"box":{"x":59,"y":184,"width":825,"height":12}},{"id":"f947d200-8302-40d7-8daf-0acf97af006b","block_type":"box","text":"retroactive effect.","page_number":83,"box":{"x":60,"y":199,"width":119,"height":10}},{"id":"2f4c415c-28e7-47eb-9ca3-9a7c86d36c25","block_type":"box","text":"Regulated Investment Company Qualifications.","page_number":83,"box":{"x":60,"y":225,"width":338,"height":13}},{"id":"539ede19-0e64-42b0-85d7-4762b4db41c4","block_type":"box","text":"The Fund intends to qualify for treatment as a separate RIC under","page_number":83,"box":{"x":406,"y":225,"width":460,"height":13}},{"id":"a7fddff5-107f-47e3-8d78-943e0f0fac9f","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":83,"box":{"x":59,"y":240,"width":877,"height":13}},{"id":"d8464e1a-39c7-42fe-b070-aec0659fdb1a","block_type":"box","text":"of its investment company taxable income (which includes dividends, interest and net short-term capital gains) and meet","page_number":83,"box":{"x":59,"y":256,"width":851,"height":12}},{"id":"ea06d338-5722-47b5-b0f8-ec4f2c751240","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":83,"box":{"x":59,"y":271,"width":851,"height":12}},{"id":"38e14749-f468-4d14-9d9f-c63452859879","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":83,"box":{"x":60,"y":286,"width":838,"height":12}},{"id":"91e3aee6-4556-47bf-b1e8-3e488747a296","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":83,"box":{"x":59,"y":301,"width":837,"height":12}},{"id":"32e0ff8e-cdd6-4540-a0fa-43a2447a0bd7","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":83,"box":{"x":59,"y":316,"width":867,"height":12}},{"id":"dcfab14d-ce5f-46b7-84e3-05f92a666b13","block_type":"box","text":"income derived from interests in qualified publicly-traded partnerships (","page_number":83,"box":{"x":60,"y":331,"width":502,"height":13}},{"id":"c114d644-86be-48b5-9a0d-3eec9301c107","block_type":"box","text":"i.e.,","page_number":83,"box":{"x":563,"y":332,"width":21,"height":11}},{"id":"95652864-aa31-490e-a976-06f3741dea8f","block_type":"box","text":"partnerships that are traded on an established","page_number":83,"box":{"x":591,"y":331,"width":321,"height":13}},{"id":"b0236d3f-4b1f-4e57-b320-5559e3cb003c","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":83,"box":{"x":59,"y":346,"width":858,"height":13}},{"id":"13b46d6b-de77-4fcd-a0a5-59bcfccb1d8f","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":83,"box":{"x":60,"y":361,"width":845,"height":13}},{"id":"8d80bd50-213d-486e-839f-30cf9e2bd75b","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":83,"box":{"x":60,"y":377,"width":845,"height":12}},{"id":"3132eb03-cd26-4709-bff0-7a7da9eb4148","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":83,"box":{"x":60,"y":392,"width":878,"height":12}},{"id":"5ed40786-db8c-48f2-8c38-fdfdfd67ab57","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":83,"box":{"x":59,"y":407,"width":854,"height":12}},{"id":"34acabec-192b-42e6-b708-b2e9be7f6c4c","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":83,"box":{"x":59,"y":422,"width":858,"height":12}},{"id":"b485fe2a-2bdc-46bb-a45e-1ad0a28b66e9","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":83,"box":{"x":59,"y":437,"width":851,"height":12}},{"id":"d390b707-7de3-44e9-bea5-0839f85f8d8a","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":83,"box":{"x":59,"y":452,"width":866,"height":12}},{"id":"7a7bec83-cd3c-4921-b905-e3912fcb5d2f","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":83,"box":{"x":59,"y":467,"width":875,"height":13}},{"id":"9a59363b-c5d1-4ce5-95cd-1f94a2837bc4","block_type":"box","text":"partnerships.","page_number":83,"box":{"x":59,"y":482,"width":91,"height":13}},{"id":"4a56504f-b138-4c28-acab-269abe87853a","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":83,"box":{"x":59,"y":509,"width":852,"height":12}},{"id":"fc93bfb9-8f32-408f-ba25-ed8c02113bce","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":83,"box":{"x":59,"y":524,"width":858,"height":12}},{"id":"6e1ea8c8-bccf-49f2-87ae-f7d7f1b56d7e","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":83,"box":{"x":59,"y":539,"width":859,"height":12}},{"id":"0fbd17ff-648e-47c9-95b2-f58d799e8c92","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":83,"box":{"x":59,"y":554,"width":876,"height":13}},{"id":"65a316ea-56d2-46dc-ba32-10b50b8de8d4","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":83,"box":{"x":59,"y":581,"width":854,"height":12}},{"id":"62894564-45a8-4b10-a888-c7b2fd502e8a","block_type":"box","text":"with respect to items attributable to interests in qualified publicly-traded partnerships. The Fund’s investments in","page_number":83,"box":{"x":59,"y":596,"width":791,"height":12}},{"id":"5b4c9a51-95d1-4065-99af-f48be538e823","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":83,"box":{"x":59,"y":611,"width":865,"height":12}},{"id":"4ac12d54-e0e8-4b81-9873-426600f27ee4","block_type":"box","text":"U.S. income, franchise or withholding tax liabilities.","page_number":83,"box":{"x":60,"y":626,"width":355,"height":12}},{"id":"2277f247-afb5-401c-a402-52b05c81e6d2","block_type":"box","text":"Taxation of RICs.","page_number":83,"box":{"x":58,"y":652,"width":121,"height":10}},{"id":"01f45661-af3b-4f5d-ba64-c1249f9d5bd5","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":83,"box":{"x":188,"y":652,"width":725,"height":13}},{"id":"73e75f0c-b532-4630-941f-afeca7b15731","block_type":"box","text":"income and capital gains that it distributes to its shareholders, provided that it satisfies a minimum distribution requirement.","page_number":83,"box":{"x":60,"y":668,"width":870,"height":12}},{"id":"fffc2a5b-ec3e-4acb-bee7-25058143560d","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":83,"box":{"x":59,"y":683,"width":867,"height":12}},{"id":"436d9f9a-0c5f-4022-a72b-8fe7c0af22f5","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":83,"box":{"x":60,"y":698,"width":873,"height":12}},{"id":"944639e1-aa61-408a-8854-fb8b4884c64d","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":83,"box":{"x":60,"y":713,"width":847,"height":12}},{"id":"d3e4b3e7-aa3e-42d9-b3f5-a8aa9eb82026","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":83,"box":{"x":59,"y":728,"width":879,"height":12}},{"id":"54becbc4-995b-4adb-b10d-00fcc8251d07","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":83,"box":{"x":59,"y":743,"width":807,"height":12}},{"id":"961a0852-f195-4910-ad85-dba5939a0b74","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":83,"box":{"x":60,"y":758,"width":858,"height":13}},{"id":"622a6641-03b8-42f4-9424-dd46625b6356","block_type":"box","text":"distributions to shareholders, and such distributions generally will be taxable to shareholders as ordinary dividends to the","page_number":83,"box":{"x":59,"y":773,"width":849,"height":13}},{"id":"207422ea-70e2-4c5e-b1c6-2bb0f611a53d","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":83,"box":{"x":59,"y":788,"width":834,"height":13}},{"id":"fffda0d3-529b-4e36-b5d6-0ef4c0a62c37","block_type":"box","text":"eligible to be treated as qualified dividend income and distributions to corporate shareholders generally should be eligible for","page_number":83,"box":{"x":59,"y":804,"width":874,"height":12}},{"id":"93ea1c5a-fab6-4f9a-a08e-a244c8053fc1","block_type":"box","text":"the dividends received deduction. Although the Fund intends to distribute substantially all of its net investment income and","page_number":83,"box":{"x":59,"y":819,"width":864,"height":12}},{"id":"658496a0-c8a6-4bb5-955d-93f829bfe987","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":83,"box":{"x":60,"y":834,"width":876,"height":12}},{"id":"971f3b30-c23a-4eeb-8677-2c4c60d13768","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":83,"box":{"x":59,"y":849,"width":874,"height":12}},{"id":"14363746-1bd1-4518-9e6e-bd87969b4a67","block_type":"box","text":"66","page_number":83,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"4c0db8a4-8f6d-47ee-8458-c3924f99474d","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":84,"box":{"x":59,"y":67,"width":823,"height":12}},{"id":"25c58885-156a-458f-b32e-7b0fadaf5c1f","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":84,"box":{"x":59,"y":82,"width":866,"height":12}},{"id":"685c01ba-3872-4044-9b1d-95bb30951d5d","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":84,"box":{"x":59,"y":97,"width":879,"height":12}},{"id":"04ba5747-3444-4acd-8328-e9e4107a8e3c","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":84,"box":{"x":59,"y":112,"width":879,"height":12}},{"id":"2b7dd259-bc64-49cc-8389-306bf2beb7e4","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":84,"box":{"x":59,"y":127,"width":873,"height":12}},{"id":"3e0297c4-0d8f-4686-b4ee-aacfc2e97b7c","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":84,"box":{"x":60,"y":142,"width":839,"height":13}},{"id":"1f0d8598-9dc9-4efa-9ee7-56f668f0840b","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":84,"box":{"x":60,"y":157,"width":774,"height":13}},{"id":"0daca6c4-5ca8-442a-bfd7-0e1468db0fef","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":84,"box":{"x":59,"y":184,"width":871,"height":12}},{"id":"e96554c9-e706-4d43-b8a0-ea1e800e170c","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":84,"box":{"x":59,"y":199,"width":870,"height":12}},{"id":"79105d8a-1c76-499a-8213-141a1c83db41","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":84,"box":{"x":59,"y":214,"width":849,"height":12}},{"id":"945e16b4-08e5-4c44-8635-df932aabf746","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":84,"box":{"x":59,"y":229,"width":849,"height":12}},{"id":"5f2fd720-6e59-47a0-879e-aecc5ef68c47","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":84,"box":{"x":59,"y":244,"width":848,"height":13}},{"id":"3f54c811-5353-4494-b038-f8121fef8b10","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":84,"box":{"x":59,"y":259,"width":808,"height":13}},{"id":"7e39b8d5-5aed-4ee1-8cd3-b0cb8fcb1747","block_type":"box","text":"legislation, limiting the circumstances in which the Fund’s income with respect to the Subsidiary will be considered","page_number":84,"box":{"x":60,"y":274,"width":805,"height":13}},{"id":"cf1f6720-61c5-4e73-bfaf-5ce5dbf5c18a","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":84,"box":{"x":59,"y":290,"width":868,"height":12}},{"id":"3f07db21-b2f8-442d-913d-06bf43031756","block_type":"box","text":"gain investment exposure to commodities. Fund shareholders could also experience adverse tax consequences in such","page_number":84,"box":{"x":59,"y":305,"width":832,"height":12}},{"id":"0f94b660-ef62-4a2e-91b8-983518aaa04f","block_type":"box","text":"circumstances.","page_number":84,"box":{"x":59,"y":321,"width":105,"height":9}},{"id":"e75c8eab-3c4b-4bf3-8af3-61641015e8e9","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":84,"box":{"x":60,"y":346,"width":870,"height":13}},{"id":"acfa1801-13b1-43f8-82a4-9b066ff9a611","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":84,"box":{"x":60,"y":361,"width":870,"height":13}},{"id":"0b264e4d-b1a7-4523-909b-4db49fab36ac","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":84,"box":{"x":59,"y":377,"width":844,"height":12}},{"id":"b8178ed9-9583-4138-bd9d-51ca107e2c69","block_type":"box","text":"Derivatives” below.","page_number":84,"box":{"x":60,"y":392,"width":131,"height":9}},{"id":"7df8df4d-8307-4732-b6da-7da8c39d27dd","block_type":"box","text":"Excise Tax.","page_number":84,"box":{"x":60,"y":419,"width":76,"height":9}},{"id":"e79df1ca-4b80-4784-a20b-3bab84e06d67","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":84,"box":{"x":145,"y":418,"width":733,"height":12}},{"id":"f44d3dcd-fe03-4919-a022-8ce9cae9763f","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":84,"box":{"x":59,"y":433,"width":867,"height":13}},{"id":"70810741-c75e-40bd-ba6f-51ca1c2848f4","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":84,"box":{"x":59,"y":448,"width":871,"height":13}},{"id":"c161a61f-6c7f-4613-912b-a2c4479ad30a","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":84,"box":{"x":59,"y":463,"width":862,"height":13}},{"id":"359621d6-37d9-44a3-a058-06dafdb841b4","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":84,"box":{"x":59,"y":479,"width":868,"height":12}},{"id":"c2a3b6df-f650-4741-870c-a4cb01e52759","block_type":"box","text":"decreased to reflect any underdistribution or overdistribution, as the case may be, from the previous year.","page_number":84,"box":{"x":59,"y":494,"width":736,"height":12}},{"id":"50a2fda7-6b04-46e5-a700-ee6f7a6ba9c6","block_type":"box","text":"Net Capital Loss Carryforwards.","page_number":84,"box":{"x":60,"y":520,"width":226,"height":12}},{"id":"90894523-ec12-47e5-9d72-678ccab7aae5","block_type":"box","text":"Net capital loss carryforwards may be applied against any net realized capital gains in each","page_number":84,"box":{"x":296,"y":520,"width":633,"height":12}},{"id":"3e9adc80-8609-4634-b357-086da2d2e210","block_type":"box","text":"succeeding year, until they have been reduced to zero.","page_number":84,"box":{"x":59,"y":535,"width":377,"height":13}},{"id":"b81d5361-9cbe-4a0b-b815-a60fbafc924f","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":84,"box":{"x":60,"y":562,"width":845,"height":12}},{"id":"268d7999-66f5-4851-bbd7-282710d77c87","block_type":"box","text":"carryforwards and other favorable tax attributes of the Fund, if any, may be subject to limitation.","page_number":84,"box":{"x":59,"y":577,"width":671,"height":12}},{"id":"d9a73984-766f-4774-848f-9584601d8a34","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":84,"box":{"x":59,"y":603,"width":871,"height":13}},{"id":"eb9db148-cd4f-4745-b184-ae343c67dc31","block_type":"box","text":"$8,535 available to offset future realized capital gains.","page_number":84,"box":{"x":59,"y":618,"width":373,"height":13}},{"id":"da5e69e6-42b7-4aed-bed7-5ef8f0bcc286","block_type":"box","text":"Taxation of U.S. Shareholders.","page_number":84,"box":{"x":58,"y":645,"width":216,"height":10}},{"id":"55284a1d-bd0c-4f14-8237-8dadbd3dbdc6","block_type":"box","text":"Dividends and other distributions by the Fund are generally treated under the Internal","page_number":84,"box":{"x":288,"y":645,"width":597,"height":12}},{"id":"6bac7d5a-877a-4064-b1af-a57a5becc45c","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":84,"box":{"x":60,"y":660,"width":841,"height":12}},{"id":"4edf091b-cdfd-4936-b331-b2939b6ded6f","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":84,"box":{"x":59,"y":675,"width":852,"height":12}},{"id":"d5c2ed39-f66d-440c-ac46-6d822d88e295","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":84,"box":{"x":60,"y":690,"width":858,"height":13}},{"id":"0eb45c9b-de1a-4535-a93a-ba0f8ea2ddbe","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":84,"box":{"x":59,"y":705,"width":857,"height":13}},{"id":"73741a26-1ed0-4dc4-a1dc-d49b247d2a87","block_type":"box","text":"paid by the Fund during January of the following calendar year.","page_number":84,"box":{"x":59,"y":720,"width":438,"height":13}},{"id":"8d4a2845-07f8-4fec-8702-637043514ccf","block_type":"box","text":"The Fund intends to distribute annually to its shareholders substantially all of its investment company taxable income and","page_number":84,"box":{"x":59,"y":747,"width":854,"height":12}},{"id":"115a5029-d888-44c6-b417-72d227a72aaa","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":84,"box":{"x":59,"y":762,"width":809,"height":12}},{"id":"95b770cb-eb2f-4635-9116-5df4d0ec87be","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":84,"box":{"x":59,"y":777,"width":869,"height":13}},{"id":"069c64a4-c52c-41f8-a062-8b762198c856","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":84,"box":{"x":60,"y":792,"width":860,"height":13}},{"id":"115d4a99-2543-433b-a8bf-e06a05436ad9","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":84,"box":{"x":59,"y":807,"width":824,"height":13}},{"id":"979c4978-106f-49cc-b890-365113609aee","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":84,"box":{"x":59,"y":823,"width":840,"height":12}},{"id":"936e720b-945e-4cf9-ab21-e1faefb970da","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":84,"box":{"x":60,"y":838,"width":877,"height":12}},{"id":"c13aae46-bc69-4cb3-9a86-8e59bccc9068","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":84,"box":{"x":59,"y":853,"width":873,"height":12}},{"id":"628d9399-6958-44e8-9d62-3612eaa0f52a","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":84,"box":{"x":59,"y":868,"width":839,"height":12}},{"id":"eb51827a-3142-44e2-970d-bb600207a511","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":84,"box":{"x":60,"y":883,"width":819,"height":12}},{"id":"fbba082c-b9ca-463a-9b0a-302b2bf259ef","block_type":"box","text":"67","page_number":84,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"f6f0a856-d201-4563-87c6-80275164d5c7","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":85,"box":{"x":60,"y":67,"width":871,"height":12}},{"id":"dda9f8a6-60cf-463f-8a63-47098dd28ce5","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":85,"box":{"x":60,"y":82,"width":856,"height":12}},{"id":"33ec7d4c-fae0-473e-88b7-1540d450d555","block_type":"box","text":"gains will be entitled to a refund of their","page_number":85,"box":{"x":59,"y":97,"width":279,"height":12}},{"id":"c07aeb1e-316a-4d54-a181-d2bfae2ebcad","block_type":"box","text":"pro rata","page_number":85,"box":{"x":342,"y":98,"width":55,"height":11}},{"id":"9cb1dc3f-683b-403b-b6a6-a80b33dffa13","block_type":"box","text":"share of such taxes paid by the Fund upon filing appropriate returns or","page_number":85,"box":{"x":402,"y":97,"width":495,"height":12}},{"id":"40e151ba-774b-4004-992e-715420b1a4ae","block_type":"box","text":"claims for refund with the IRS.","page_number":85,"box":{"x":59,"y":112,"width":210,"height":10}},{"id":"5b6f0e53-6c4f-4692-bd9c-ed40131d6da5","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":85,"box":{"x":60,"y":138,"width":843,"height":13}},{"id":"a4a3bcfe-68f9-4ddf-a991-d45a3c56bba4","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":85,"box":{"x":60,"y":154,"width":853,"height":12}},{"id":"4a8729a2-7d38-4795-9624-67ab9655e1ad","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":85,"box":{"x":60,"y":169,"width":862,"height":12}},{"id":"ebf58948-2e44-41d2-9c26-f981dcdbb0bb","block_type":"box","text":"earnings and profits (“regular dividends”) are generally subject to tax as ordinary income, subject to the discussion of","page_number":85,"box":{"x":59,"y":184,"width":824,"height":12}},{"id":"0b6dd2ae-9943-445a-baaa-67acd98e2fde","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":85,"box":{"x":59,"y":199,"width":874,"height":12}},{"id":"30cd240e-1396-4e1c-b1ca-e7d8307acf28","block_type":"box","text":"corporate shareholders, depending on whether their income exceeds certain threshold amounts.","page_number":85,"box":{"x":59,"y":214,"width":677,"height":12}},{"id":"445a8480-d265-4d8a-987c-3581cb9bc0b0","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":85,"box":{"x":60,"y":240,"width":857,"height":13}},{"id":"ac9ec3a1-0ab3-40a5-8a3a-0978e31882ea","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":85,"box":{"x":59,"y":256,"width":847,"height":12}},{"id":"9ffd6e23-327f-4caf-8ba4-375f084112a7","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":85,"box":{"x":59,"y":271,"width":849,"height":12}},{"id":"7d78ecb0-1d2e-4e6e-b6ae-29be8ce29e9f","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":85,"box":{"x":59,"y":286,"width":877,"height":12}},{"id":"884827b9-6c65-4b5c-8300-da7b9cb83dfe","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":85,"box":{"x":59,"y":301,"width":840,"height":12}},{"id":"a43a3714-4031-475f-8710-c88bf469b938","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":85,"box":{"x":59,"y":316,"width":864,"height":12}},{"id":"88e52a1e-551b-468c-92a0-271621da2702","block_type":"box","text":"of stock, aggregating dividends with ex-dividend dates within a 365-day period.","page_number":85,"box":{"x":59,"y":331,"width":559,"height":13}},{"id":"0a8a13d1-bafb-4207-bbbf-4c64a95e99ce","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":85,"box":{"x":60,"y":358,"width":870,"height":12}},{"id":"b8b50496-ee35-4a58-9c1e-be470ec19535","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":85,"box":{"x":59,"y":373,"width":866,"height":12}},{"id":"91aa3bb6-5e29-4d99-a55a-28a910c316fc","block_type":"box","text":"shareholder holds shares of the Fund as capital assets). Distributions in excess of the Fund’s minimum distribution","page_number":85,"box":{"x":59,"y":388,"width":802,"height":12}},{"id":"3e3e4407-c670-4c40-8eaa-9adc57aa96d4","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":85,"box":{"x":60,"y":403,"width":842,"height":12}},{"id":"01cc8bb2-6204-45d2-a212-b9e4e40c32f3","block_type":"box","text":"nontaxable returns of capital. Shareholders receiving dividends or distributions in the form of additional shares should be","page_number":85,"box":{"x":60,"y":418,"width":846,"height":12}},{"id":"bd8a9e62-90fb-4fb7-a1eb-24366d0f8580","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":85,"box":{"x":59,"y":433,"width":867,"height":13}},{"id":"a1ebbb7d-c1cf-4310-8f4f-588fd06781b3","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":85,"box":{"x":59,"y":448,"width":879,"height":13}},{"id":"598e855c-acf4-4aeb-81b5-a341a8563dd8","block_type":"box","text":"such amount.","page_number":85,"box":{"x":59,"y":463,"width":96,"height":10}},{"id":"3506970a-a391-4193-9c97-c8520d219cac","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":85,"box":{"x":59,"y":490,"width":854,"height":12}},{"id":"8cd6c79e-91be-4aa0-a9f8-85aa16855e2b","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":85,"box":{"x":59,"y":505,"width":858,"height":12}},{"id":"469881c9-5755-421e-9c2c-84f3a663478a","block_type":"box","text":"filing jointly) and of estates and trusts.","page_number":85,"box":{"x":59,"y":520,"width":268,"height":12}},{"id":"9e9c4283-a09d-41d1-ab38-43afc8666499","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":85,"box":{"x":60,"y":547,"width":851,"height":12}},{"id":"898faf73-a578-4828-9a9d-afe09033ddec","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":85,"box":{"x":59,"y":562,"width":865,"height":12}},{"id":"3e4ebbf4-f80e-4206-b14a-78915f585db1","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":85,"box":{"x":60,"y":577,"width":863,"height":12}},{"id":"09a4c65a-da6f-4ee1-b93e-56caebd0ee2f","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":85,"box":{"x":59,"y":592,"width":867,"height":12}},{"id":"36c0b101-0bfa-444d-9749-26bc5afea82a","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":85,"box":{"x":60,"y":607,"width":698,"height":12}},{"id":"b06defb5-a745-4ac6-9e8b-8ecefa24239e","block_type":"box","text":"i.e.","page_number":85,"box":{"x":759,"y":608,"width":18,"height":9}},{"id":"873719f1-3aae-496d-a67c-d1f2dbaa6bce","block_type":"box","text":", the date on which a","page_number":85,"box":{"x":779,"y":607,"width":146,"height":11}},{"id":"5452f7dd-824f-4a23-b72e-ab25cf10d04f","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":85,"box":{"x":60,"y":622,"width":865,"height":13}},{"id":"b0df5303-6f5f-45b2-ae57-55af55624d10","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":85,"box":{"x":59,"y":637,"width":878,"height":13}},{"id":"b48191c2-388c-4f63-bca3-889f976547f0","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":85,"box":{"x":60,"y":652,"width":861,"height":13}},{"id":"89244506-ba69-4c3d-9dba-30d813e79bf0","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":85,"box":{"x":60,"y":679,"width":858,"height":12}},{"id":"0a234ced-c351-46bf-a774-8214e9abc9b8","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":85,"box":{"x":60,"y":694,"width":859,"height":12}},{"id":"03084f45-65ed-49e0-9608-c77571982ef9","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":85,"box":{"x":59,"y":709,"width":856,"height":12}},{"id":"f9e86c73-bd2f-4029-aa76-6e05eb4c6d4c","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":85,"box":{"x":59,"y":724,"width":868,"height":13}},{"id":"51cd9235-eb14-4a46-b436-f4a03224e525","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":85,"box":{"x":60,"y":739,"width":844,"height":13}},{"id":"8abf01cc-6ffa-47c6-a8ca-47c456097528","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":85,"box":{"x":59,"y":754,"width":870,"height":13}},{"id":"0cce3e69-7d0f-4f73-aee3-25710be8c2a6","block_type":"box","text":"(or December) may affect the tax character of shareholder distributions.","page_number":85,"box":{"x":60,"y":770,"width":504,"height":12}},{"id":"1026d937-f608-4da6-9aaf-d394926e1716","block_type":"box","text":"Sales of Shares.","page_number":85,"box":{"x":59,"y":796,"width":112,"height":10}},{"id":"0c64b150-bbc7-4778-9110-787a6b95eec4","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":85,"box":{"x":181,"y":796,"width":757,"height":12}},{"id":"aef94fd7-8a27-4270-a976-5c3e60a4fd6d","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":85,"box":{"x":59,"y":811,"width":843,"height":13}},{"id":"6930f0e6-cce3-4625-9912-efe001339d84","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":85,"box":{"x":60,"y":826,"width":866,"height":13}},{"id":"61bccf47-75c3-4770-85cf-75b27997aff9","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":85,"box":{"x":59,"y":841,"width":867,"height":13}},{"id":"980b743e-c800-4c8c-bcca-8ab8e0eb8c6f","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":85,"box":{"x":59,"y":857,"width":827,"height":12}},{"id":"653d1558-3737-4f8c-a613-b5f3d7638afa","block_type":"box","text":"disallowed to the extent the shares disposed of are replaced, including replacement through the reinvesting of dividends or","page_number":85,"box":{"x":59,"y":872,"width":861,"height":12}},{"id":"3ef5609c-c0e8-49a9-b6e4-7e42e414ffe5","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":887,"width":820,"height":12}},{"id":"342e3919-5d70-49ab-8779-00540c08de44","block_type":"box","text":"68","page_number":85,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"71aed75d-333c-4e7d-9dee-f811b35f08d1","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":86,"box":{"x":60,"y":67,"width":828,"height":12}},{"id":"5b9617e2-a92f-47a1-acd3-7b0a89cad827","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":86,"box":{"x":59,"y":82,"width":871,"height":12}},{"id":"2d75abe5-b67a-4004-8476-3e410a3f88b1","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":86,"box":{"x":59,"y":97,"width":859,"height":12}},{"id":"0e67c727-8a3c-44c0-b4e8-98880a4a6b1f","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":86,"box":{"x":59,"y":112,"width":847,"height":12}},{"id":"e632f20c-295f-4d96-8c68-b04d31526c68","block_type":"box","text":"such share. The Medicare contribution tax described above will apply to the sale of Fund shares.","page_number":86,"box":{"x":59,"y":127,"width":672,"height":12}},{"id":"2f1eab47-18f4-4ffd-989a-133b0da55f30","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":86,"box":{"x":60,"y":154,"width":878,"height":12}},{"id":"806fd362-ae5e-4f3c-96c5-db7f206d447f","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":86,"box":{"x":60,"y":169,"width":853,"height":12}},{"id":"d775de76-0237-4c56-8d44-f59bb688d58d","block_type":"box","text":"charge is reduced by reason of a reinvestment right (","page_number":86,"box":{"x":59,"y":184,"width":368,"height":12}},{"id":"5ebf3c43-ff33-4927-9d45-7a25331e0b1b","block_type":"box","text":"e.g.","page_number":86,"box":{"x":429,"y":187,"width":22,"height":9}},{"id":"f0a8d707-8b79-4edd-a1f7-0ec205e9e507","block_type":"box","text":", an exchange privilege), the original sales charge will not be taken","page_number":86,"box":{"x":454,"y":184,"width":462,"height":12}},{"id":"1ea5b668-a37e-4114-861b-d64fda7eddeb","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":86,"box":{"x":60,"y":199,"width":874,"height":12}},{"id":"0094fc13-84ff-4877-b746-fe89f50c4a87","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":86,"box":{"x":59,"y":214,"width":870,"height":12}},{"id":"8b132fe5-bfdd-4457-b3c3-0a239af11a9f","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":86,"box":{"x":59,"y":229,"width":840,"height":12}},{"id":"afbc842c-aa70-4195-a744-6190c38c69e2","block_type":"box","text":"provision prevents shareholders from immediately deducting the sales charge by shifting their investments within a family of","page_number":86,"box":{"x":59,"y":244,"width":874,"height":13}},{"id":"cdad9404-fda7-4538-8eb1-466d7bfb0405","block_type":"box","text":"mutual funds.","page_number":86,"box":{"x":60,"y":259,"width":96,"height":10}},{"id":"ed0fcfa7-b1ae-40ac-a8b1-c0d3e156956e","block_type":"box","text":"Backup Withholding.","page_number":86,"box":{"x":60,"y":286,"width":149,"height":12}},{"id":"6c3d723f-37a1-4e8d-85d4-383dc68c7d5c","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":86,"box":{"x":219,"y":286,"width":685,"height":12}},{"id":"18bcf9af-c920-4e21-88f6-db6064d86fae","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":86,"box":{"x":59,"y":301,"width":811,"height":12}},{"id":"098720b6-3d4f-45e3-916e-54299bbc1447","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":86,"box":{"x":60,"y":316,"width":807,"height":12}},{"id":"8ab875e5-0a32-4121-8960-b32b9da360ca","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":86,"box":{"x":59,"y":331,"width":867,"height":13}},{"id":"feb3b941-672d-4ea6-9a9e-a38542167a45","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":86,"box":{"x":60,"y":346,"width":810,"height":13}},{"id":"651f52a0-e95d-490c-a1c1-ae382f3877e3","block_type":"box","text":"shareholder’s U.S. federal income tax liability.","page_number":86,"box":{"x":59,"y":361,"width":314,"height":13}},{"id":"e8b9c387-667a-4c0d-a230-9e9aeba3faec","block_type":"box","text":"Sections 351 and 362.","page_number":86,"box":{"x":59,"y":388,"width":159,"height":10}},{"id":"cbd97021-be43-4e05-a4c4-a3cca99f616b","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":86,"box":{"x":227,"y":388,"width":704,"height":12}},{"id":"4f22b6c1-4a0b-4914-84e7-133be3bfed90","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":86,"box":{"x":60,"y":403,"width":872,"height":12}},{"id":"87419751-2ccc-40d6-b28e-1eb6d2992ac3","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":86,"box":{"x":59,"y":418,"width":875,"height":12}},{"id":"8e21a27c-c7e8-4bc8-8ecf-e99eb43cac11","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":86,"box":{"x":59,"y":433,"width":854,"height":13}},{"id":"c90cd2a4-1a87-4896-922d-6a1665690897","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":86,"box":{"x":59,"y":448,"width":854,"height":13}},{"id":"652a4662-bbf3-44ef-ab78-8cd1c6c5b784","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":86,"box":{"x":60,"y":463,"width":851,"height":13}},{"id":"54b51b06-77e3-4069-ab95-93fbcddde5b3","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":86,"box":{"x":59,"y":479,"width":861,"height":12}},{"id":"13c730b6-497b-4ba4-98d8-a9ad3376cf2e","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":86,"box":{"x":60,"y":494,"width":796,"height":12}},{"id":"69ca5e4f-893c-4742-a619-4e8ac8177ca7","block_type":"box","text":"information necessary to determine beneficial share ownership for purposes of the 80% determination.","page_number":86,"box":{"x":60,"y":509,"width":723,"height":12}},{"id":"4e7b4346-1fc1-4bd1-8038-8926de097e68","block_type":"box","text":"Taxation of Certain Derivatives.","page_number":86,"box":{"x":58,"y":535,"width":225,"height":10}},{"id":"27d4930b-a4d0-415a-9707-11d97733e34b","block_type":"box","text":"The Fund’s transactions in zero coupon securities, non-U.S. currencies, forward contracts,","page_number":86,"box":{"x":292,"y":535,"width":628,"height":13}},{"id":"14d6fba2-802b-4f64-b978-1bbffd995f0a","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":86,"box":{"x":59,"y":550,"width":866,"height":13}},{"id":"eb736c64-bc79-4159-adb0-188b4101b2d4","block_type":"box","text":"be subject to special provisions of the Internal Revenue Code (including provisions relating to “hedging transactions” and","page_number":86,"box":{"x":60,"y":566,"width":847,"height":12}},{"id":"394012a7-1501-48c9-bc82-baa1905d05d2","block_type":"box","text":"“straddles”) that, among other consequences, may affect the character of gains and losses realized by the Fund (","page_number":86,"box":{"x":59,"y":581,"width":790,"height":12}},{"id":"01cdcaa4-f00a-4d1a-93cc-a15ab426dfcb","block_type":"box","text":"i.e.","page_number":86,"box":{"x":850,"y":582,"width":17,"height":8}},{"id":"f049eae8-2b3e-4298-8c7f-4569c0ba5406","block_type":"box","text":", may","page_number":86,"box":{"x":870,"y":584,"width":37,"height":9}},{"id":"7539fa72-d551-4f6f-a8b6-6cb751ce9178","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":86,"box":{"x":59,"y":596,"width":857,"height":12}},{"id":"29bb0311-d8a1-46b2-817d-b87508fc8d2e","block_type":"box","text":"These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also","page_number":86,"box":{"x":59,"y":611,"width":855,"height":12}},{"id":"d1052392-0f6f-4c79-93df-18cf435b6d99","block_type":"box","text":"(a) will require the Fund to mark-to-market certain types of the positions in its portfolio (","page_number":86,"box":{"x":60,"y":626,"width":621,"height":12}},{"id":"f52b994c-a31c-481f-9570-73b0dd14862e","block_type":"box","text":"i.e.","page_number":86,"box":{"x":682,"y":627,"width":18,"height":9}},{"id":"63ef19f2-495b-4d46-adad-2c21cbf96da8","block_type":"box","text":", treat them as if they were closed","page_number":86,"box":{"x":702,"y":626,"width":235,"height":12}},{"id":"ff7c75e7-6753-437f-868a-2404b207cba9","block_type":"box","text":"out at the end of each year) and (b) may cause the Fund to recognize income without receiving cash with which to pay","page_number":86,"box":{"x":59,"y":641,"width":834,"height":12}},{"id":"6fc48d01-e849-4052-b509-7d8c32c2c40d","block_type":"box","text":"dividends or make distributions in amounts necessary to satisfy the distribution requirements for avoiding income and excise","page_number":86,"box":{"x":59,"y":656,"width":876,"height":13}},{"id":"0c064910-c2e2-4fa0-8453-fae4681f3ddd","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":86,"box":{"x":59,"y":671,"width":871,"height":13}},{"id":"83d920e7-66f2-4abf-91ac-c5335fe36e00","block_type":"box","text":"its books and records when it acquires any zero coupon security, non-U.S. currency, forward contract, option, futures","page_number":86,"box":{"x":60,"y":686,"width":816,"height":13}},{"id":"19f0018e-bb80-41a3-838c-9fdce759cd65","block_type":"box","text":"contract or hedged investment in order to mitigate the effect of these rules and prevent disqualification of the Fund as a RIC.","page_number":86,"box":{"x":59,"y":702,"width":871,"height":12}},{"id":"e486c36e-3ba3-445d-839d-391ff0396b1a","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":86,"box":{"x":59,"y":728,"width":862,"height":12}},{"id":"59b50ee7-416e-4134-aad7-15c43d63e2b3","block_type":"box","text":"forward contracts traded in the interbank market and options on most security indexes, are subject to special tax rules. All","page_number":86,"box":{"x":59,"y":743,"width":854,"height":12}},{"id":"afaae3c8-1ed3-4aff-a94b-fa3483ae58e8","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":86,"box":{"x":59,"y":758,"width":855,"height":13}},{"id":"d906e1d1-be65-418c-bdbf-0d09b8de1650","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":86,"box":{"x":59,"y":773,"width":860,"height":13}},{"id":"ce017a69-8d9c-47af-8685-b66e4fbde8cb","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":86,"box":{"x":59,"y":788,"width":859,"height":13}},{"id":"86c95a6b-217d-4bff-bb49-02fe6d5ebd66","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":86,"box":{"x":59,"y":804,"width":831,"height":12}},{"id":"f72506b8-3f62-4be7-8c46-f24c5ec9a563","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":86,"box":{"x":59,"y":819,"width":867,"height":12}},{"id":"c128c345-3c3e-4a54-884d-61ed88f5e2f2","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":86,"box":{"x":60,"y":834,"width":845,"height":12}},{"id":"b90fc59e-1f0e-4289-9324-50be1dc23711","block_type":"box","text":"loss, regardless of the period of time the positions were actually held by the Fund.","page_number":86,"box":{"x":60,"y":849,"width":570,"height":12}},{"id":"32792e7d-9d2b-4249-b6bb-592691c1703e","block_type":"box","text":"69","page_number":86,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"a065122f-6e1d-4345-a6b0-6fd2fefdf4d7","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":87,"box":{"x":59,"y":67,"width":879,"height":12}},{"id":"b84ae341-02f0-48f5-aee9-8b1a705fef01","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":87,"box":{"x":60,"y":82,"width":807,"height":12}},{"id":"b2e3d795-950e-464a-a0f8-9e5200be0545","block_type":"box","text":"transaction. Periodic net payments will generally constitute ordinary income or deductions, while termination of a swap will","page_number":87,"box":{"x":59,"y":97,"width":864,"height":12}},{"id":"7855845d-c514-4970-b41c-9faa4d16f212","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":87,"box":{"x":59,"y":112,"width":869,"height":12}},{"id":"8053109b-a820-4fc9-bed0-7559c98cb7cc","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":87,"box":{"x":59,"y":127,"width":863,"height":12}},{"id":"6b6305be-d51f-48b9-a26a-a6399149e79b","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":87,"box":{"x":60,"y":142,"width":875,"height":13}},{"id":"f4fe966e-62a9-41dd-8693-69d45c0e89c9","block_type":"box","text":"annually for tax purposes as ordinary income or loss.","page_number":87,"box":{"x":59,"y":157,"width":369,"height":13}},{"id":"700742de-924d-4a85-ba09-781c51cf2761","block_type":"box","text":"Qualified Dividend Income.","page_number":87,"box":{"x":59,"y":184,"width":196,"height":11}},{"id":"a9608231-67f1-48a9-b41d-086ae2547883","block_type":"box","text":"Distributions by the Fund of investment company taxable income (including any short-term","page_number":87,"box":{"x":265,"y":184,"width":641,"height":12}},{"id":"c682e488-4bc9-47c7-a8cc-8a361dbef65e","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":87,"box":{"x":59,"y":199,"width":862,"height":12}},{"id":"fbe1c5a1-ebb4-4211-8543-0f0120f3e521","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":87,"box":{"x":59,"y":214,"width":864,"height":12}},{"id":"fc488c9c-c98a-4621-b6ee-fcbf53da5939","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":87,"box":{"x":59,"y":229,"width":876,"height":12}},{"id":"3af5a250-6d33-4bc8-8359-682d6e8dc3fd","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":87,"box":{"x":59,"y":244,"width":838,"height":13}},{"id":"d710cfdc-968e-4ff7-9d50-2ea62a489c25","block_type":"box","text":"certain non-U.S. corporations (","page_number":87,"box":{"x":59,"y":259,"width":216,"height":13}},{"id":"37c92688-c50e-4d3a-b429-320ca8ac8b6d","block_type":"box","text":"e.g.","page_number":87,"box":{"x":276,"y":262,"width":23,"height":10}},{"id":"9eba40fd-4eff-49e5-b9f7-36e87bb80dc7","block_type":"box","text":", non-U.S. corporations that are not PFICs and which are incorporated in a possession of","page_number":87,"box":{"x":301,"y":259,"width":619,"height":13}},{"id":"80cc0e08-deb1-431b-a756-f6f80bd19cd4","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":87,"box":{"x":59,"y":274,"width":860,"height":13}},{"id":"06bc0908-cdcf-4b2b-9f93-a3a7396d2aa6","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":87,"box":{"x":59,"y":290,"width":843,"height":12}},{"id":"f151fb7b-534d-41e8-b8c5-3646b453b0d3","block_type":"box","text":"received by the Fund for securities lent out by the Fund will not be qualified dividend income.","page_number":87,"box":{"x":60,"y":305,"width":649,"height":12}},{"id":"5d216e3a-9e51-4ed0-af83-22c9dd4310d9","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":87,"box":{"x":59,"y":331,"width":869,"height":13}},{"id":"2830895b-72f9-4f5c-bbdf-e447f38bf904","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":87,"box":{"x":59,"y":346,"width":838,"height":13}},{"id":"0e5ec25d-28a5-486d-8578-ec1d3678eadb","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":87,"box":{"x":60,"y":361,"width":837,"height":13}},{"id":"eefdbe75-9ead-43a9-a7c8-c1bd34e89f7e","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":87,"box":{"x":60,"y":377,"width":865,"height":12}},{"id":"a0db40f6-cc1f-4532-9ead-074c54214df5","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":87,"box":{"x":60,"y":392,"width":860,"height":12}},{"id":"61063535-f0d2-4a6e-9308-e82603268423","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":87,"box":{"x":59,"y":407,"width":861,"height":12}},{"id":"0e94c2e2-a49f-467b-81d6-910bdd3cc027","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":87,"box":{"x":59,"y":422,"width":872,"height":12}},{"id":"9f095971-b2e9-4b13-b70c-74a9595f353f","block_type":"box","text":"substantially similar or related property; or (iii) the shareholder elects to treat such dividend as investment income under","page_number":87,"box":{"x":59,"y":437,"width":844,"height":12}},{"id":"269f5e04-4c07-4792-b0fd-d0cd34a80469","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":87,"box":{"x":59,"y":452,"width":827,"height":12}},{"id":"6820e6f3-ffc9-471c-9357-6f39fb4572a3","block_type":"box","text":"treated as qualified dividend income only to the extent the dividend distributions are attributable to qualified dividend","page_number":87,"box":{"x":59,"y":467,"width":823,"height":13}},{"id":"0d7c45bf-ad40-4ea0-994b-c644a940862b","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":87,"box":{"x":60,"y":482,"width":877,"height":13}},{"id":"d577dc67-7ca8-4036-bf10-633663053e12","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":87,"box":{"x":59,"y":497,"width":843,"height":13}},{"id":"ba2a44f7-5422-45c1-a200-3485e3f14162","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":87,"box":{"x":59,"y":513,"width":864,"height":12}},{"id":"2c8d2661-1010-41c2-9f91-4990f567c3b3","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":87,"box":{"x":60,"y":528,"width":876,"height":12}},{"id":"59edf1dc-ed8a-44e1-95bf-09e256fd0aef","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":87,"box":{"x":60,"y":543,"width":832,"height":12}},{"id":"6e559568-ee74-4e7b-9cbb-51c6d88dba7b","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":87,"box":{"x":59,"y":558,"width":822,"height":12}},{"id":"2f81946c-3a7f-4dca-97d2-052c0f00f45e","block_type":"box","text":"ordinary income.","page_number":87,"box":{"x":59,"y":573,"width":118,"height":12}},{"id":"bc03b544-9d9f-4d95-b6b4-3dcdeecf57cd","block_type":"box","text":"Corporate Dividends Received Deduction.","page_number":87,"box":{"x":59,"y":600,"width":300,"height":12}},{"id":"343ebe53-ff22-4bd3-b1f9-a5ac1ab9b2c4","block_type":"box","text":"Dividends paid by the Fund that are attributable to dividends received by the","page_number":87,"box":{"x":369,"y":600,"width":533,"height":12}},{"id":"7660fe94-7755-4a4e-9126-7b76e67b5e6b","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":87,"box":{"x":60,"y":615,"width":814,"height":12}},{"id":"7294f009-145f-42d8-8ea5-7f093b3a8f62","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":87,"box":{"x":60,"y":630,"width":878,"height":12}},{"id":"90cd680f-91cd-4619-a26b-75622aab475b","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":87,"box":{"x":59,"y":645,"width":870,"height":12}},{"id":"61c76570-0299-4830-a0fc-ec398565be43","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":87,"box":{"x":59,"y":660,"width":863,"height":12}},{"id":"65121bad-c1f2-4723-bb3b-258e039884c9","block_type":"box","text":"be eligible for the dividends received deduction. Restrictions may apply if indebtedness, including a short sale, is attributable","page_number":87,"box":{"x":60,"y":675,"width":867,"height":12}},{"id":"61b43a31-dea0-4b21-9cf3-21ac13a1677e","block_type":"box","text":"to the investment.","page_number":87,"box":{"x":59,"y":690,"width":126,"height":10}},{"id":"b57b5e8a-3be8-4968-9ac9-7393f8aa6a8c","block_type":"box","text":"Excess Inclusion Income.","page_number":87,"box":{"x":60,"y":717,"width":179,"height":10}},{"id":"836fa5ba-a9e4-4bc2-a669-bba0b44b8f09","block_type":"box","text":"Under current law, the Fund serves to block unrelated business taxable income (“UBTI”) from","page_number":87,"box":{"x":249,"y":717,"width":651,"height":12}},{"id":"19ed7353-0ff4-49e8-aa64-95a8293e7fd2","block_type":"box","text":"being realized by its tax-exempt shareholders. Notwithstanding the foregoing, a tax-exempt shareholder could realize UBTI by","page_number":87,"box":{"x":60,"y":732,"width":878,"height":12}},{"id":"edd82364-72c5-40d6-9ec6-26583a4276be","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":87,"box":{"x":59,"y":747,"width":854,"height":12}},{"id":"165c21e1-9e00-49f3-8946-b4680f75ec82","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":87,"box":{"x":59,"y":762,"width":840,"height":12}},{"id":"a81fb45c-7560-40f8-a862-4ae281a9e3d7","block_type":"box","text":"Fund from REITs, real estate mortgage investment conduits, taxable mortgage pools or other investments may cause the","page_number":87,"box":{"x":60,"y":777,"width":845,"height":13}},{"id":"f26c8d6e-32ac-4d0b-aa72-600be3f17555","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":87,"box":{"x":60,"y":792,"width":837,"height":13}},{"id":"aed3022b-5e1d-40de-a6d3-52700a3bf169","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":87,"box":{"x":60,"y":807,"width":836,"height":13}},{"id":"cd9af2b8-df85-4acb-a156-9670e8e10dab","block_type":"box","text":"individual retirement accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable entities; (ii) not be offset","page_number":87,"box":{"x":60,"y":823,"width":867,"height":12}},{"id":"ad880207-69f9-4f8d-a624-9045c90f2f81","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":87,"box":{"x":60,"y":838,"width":785,"height":12}},{"id":"0498cdf5-cc71-4bf4-90e2-a8954c0ab167","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":87,"box":{"x":59,"y":853,"width":773,"height":12}},{"id":"9adf0009-afda-4632-b436-1f8b92acd3cc","block_type":"box","text":"70","page_number":87,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"ba0a2362-fb2b-40a8-b725-fb1143ce40ce","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":88,"box":{"x":59,"y":67,"width":859,"height":12}},{"id":"f643d81e-632a-46f8-a44e-3e29ff7cf5f1","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":88,"box":{"x":59,"y":82,"width":848,"height":12}},{"id":"44561625-bd19-4feb-b3a9-93e7d3360e4a","block_type":"box","text":"100% excise tax on the UBTI is imposed on the trust.","page_number":88,"box":{"x":61,"y":97,"width":367,"height":12}},{"id":"295c1e2a-3315-4a37-bd03-584ace6e8640","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":88,"box":{"x":59,"y":123,"width":832,"height":13}},{"id":"8117a5b9-8450-4956-ac40-0603850acb6d","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":88,"box":{"x":59,"y":138,"width":831,"height":13}},{"id":"0dcc9601-18ca-4581-abc0-2031b25ff0c8","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":88,"box":{"x":60,"y":154,"width":877,"height":12}},{"id":"e6b81a54-84ea-44ac-bff3-374408fcf520","block_type":"box","text":"above. Avoidance of investments in REITs that generate excess inclusion income may require the Fund to forego otherwise","page_number":88,"box":{"x":59,"y":169,"width":857,"height":12}},{"id":"024e836f-1d16-4ea2-89e5-d06f83cde65c","block_type":"box","text":"attractive investment opportunities.","page_number":88,"box":{"x":59,"y":185,"width":249,"height":11}},{"id":"662c8964-4019-4021-9072-e7d3cee0c264","block_type":"box","text":"Reporting.","page_number":88,"box":{"x":60,"y":211,"width":73,"height":12}},{"id":"041ece6d-1eb0-441d-8adc-53c2f1d874fd","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":"bc9761b1-d576-4e8e-b516-be8743281c77","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":"c144f2e7-58fd-4a28-ab85-e6f97e0ff764","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":"e3d745fc-d49b-4978-a3a5-f3f17dc9175a","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":"d6b09de5-64e9-46d1-a665-1f9b5d7f27b6","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":"78bf8acd-efcc-45e7-b77e-61cf0fab81fe","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":"6aa67f0c-685a-4f7a-8ccb-183a3db66c65","block_type":"box","text":"Other Taxes.","page_number":88,"box":{"x":59,"y":312,"width":89,"height":10}},{"id":"9d578bae-d223-4c11-9ea4-572129950ff4","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":"07012108-28b3-4c1b-a1ab-cb430f368786","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":"ea13b189-bf06-44a2-a377-38e9ba16e00f","block_type":"box","text":"Taxation of Non-U.S. Shareholders.","page_number":88,"box":{"x":58,"y":354,"width":253,"height":10}},{"id":"7c793924-189f-4238-9914-dfe970f9c217","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":"b96234b9-b3d2-4f1e-8607-15085ecefa34","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":"b9b2d76e-8f3f-4643-bbc9-1d66bd917895","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":"1193f412-893e-4f0e-b6c0-cd89b27cbafa","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":"52c01e61-1f0d-4abd-82e5-27caf75bfd26","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":"15139359-3be7-4a7f-8636-31a708ad6fdc","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":"17cf8918-a0f6-4286-a290-af228b5914b1","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":"09246d6a-699d-4199-8d3f-7708fd04d54c","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":"9af8780d-ca85-40dc-811c-527c9f4e2f18","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":"0df74ecd-fef6-4475-aff8-c5a089df3093","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":"770d9531-d903-4443-8810-b95c5dc80f9d","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":"53cc5d6f-e214-4243-8d4c-6dbeb0b6fef6","block_type":"box","text":"appropriate rate.","page_number":88,"box":{"x":59,"y":521,"width":115,"height":11}},{"id":"fb66cbcb-1486-4335-b3aa-5e935f65fd20","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":"0d07a49a-9029-472c-b5a4-aa90f7ad80f2","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":"c5b7b3f2-cee8-4c42-9684-e8cc04a57e9e","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":"210c77c0-06a1-4640-95e3-847a415794f3","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":"eab8b79a-d17d-443f-b53b-1310e6da8f74","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":"8193b754-bd5a-4d29-aa82-121a1450f6d8","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":"5c4ef6c4-41f6-4086-a155-d344ff75074e","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":"6c682580-5a5c-4b16-aed6-2950e3e342a9","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":"6c87ce7d-8f7b-4b9c-a2a8-f93d03b2181b","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":"35250128-a8a3-4ca9-8d30-8388ff560b1d","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":"fd81ab84-6029-4513-9554-61b20aeeb44f","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":"3e6fb73c-bfb2-4b33-9e0a-42afae93a25b","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":"69fdde75-4409-4e50-bed7-bac7243a48c0","block_type":"box","text":"these rules to their accounts.","page_number":88,"box":{"x":59,"y":728,"width":202,"height":10}},{"id":"728ad4db-c44a-4405-9902-2dc6f35cc85e","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":"804efdc2-dc52-4706-994f-03f39ffbf5dc","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":"3bc8b1c5-2d64-4ad5-ba4d-58df530c8ea7","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":"3a87782e-ba37-4b6e-ada1-0153c50b679d","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":"f805b89a-1bfd-47d3-9369-6d601ec180c3","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":"bba528ab-0008-45ab-a10c-3090bd11b3e5","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":"b1da090b-e09e-4550-9e9a-b0b2835a6de6","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":"49ae1b72-f8be-487c-875c-a5958aa38cb2","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":"7c8075ff-f35b-4b43-92b3-c9df1648811f","block_type":"box","text":"71","page_number":88,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"1d6612d4-ddba-45a3-9060-360b56886a01","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":"d959ae54-2743-46f3-863f-0154f477e339","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":"e500021b-a662-4d58-a384-ec0422019239","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":"337bde14-2462-40c4-9ab9-112eb62938b7","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":"9b8580bf-1364-4937-b425-0df64473f041","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":"9745b542-7dfb-4aed-b8f4-f0d1c00aa27d","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":"e4f6acdb-9432-44a2-9c74-e109ab0f7dd0","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":"0b3f7f47-12d7-4af7-9b85-c30ac6484c4f","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":"388a4afb-444b-4b1c-933d-6e1a46517937","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":"de4af45a-6f9a-4a63-90cc-a849404c6f93","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":"059325e5-588a-4230-9273-151322164168","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":"c1a8bf21-ce9d-481e-a291-ad29fad4f3f0","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":"f0461721-c0d7-4444-9284-dcbb5dd4f16e","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":"440f3116-ecee-4c14-b47e-3e3e8e91235f","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":"d597448a-8bd7-4618-b750-8458b3352541","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":"7d755be2-ebb4-4b20-8a2b-ba7e0c2a88ed","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":"c6f0180b-a26c-4b28-944c-4e93737c9e70","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":"53ebcf3a-c6d2-4355-9edf-1000f29381e8","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":"7c4b7411-e4df-47cc-b01b-cec721848dd2","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":"0ffb2ee3-a982-4c22-b5c3-ef3be9ef818d","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":"48a0a269-e3c9-494b-b1a4-37495dfec952","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":"5152c0c6-ac55-49ce-992a-74b81b6cd980","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":"39f7418b-c36c-4bf6-a193-01cc6fba4d4b","block_type":"box","text":"unless certain exceptions apply.","page_number":89,"box":{"x":60,"y":433,"width":220,"height":13}},{"id":"7f39ed8d-1a50-4de3-b5f0-de5b125a9e86","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":"0af655e4-876c-4b8b-9329-bd40ecba74cf","block_type":"box","text":"estate tax.","page_number":89,"box":{"x":59,"y":476,"width":71,"height":9}},{"id":"a2bf3598-8a97-4661-9a84-81a8287df44c","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":"b2c168ca-2036-42b5-b0f6-8d4013ac5849","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":"574c11de-bddb-4826-886d-c5f8c60979fa","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":"2b4be0bb-b207-46df-b3f7-1b4662b093a1","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":"a7c39b03-a934-4f62-b6c8-b55669152d71","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":"1918fe81-2030-41af-bf70-e4e37f94532d","block_type":"box","text":"discussed above, and such changes often occur.","page_number":89,"box":{"x":59,"y":577,"width":337,"height":12}},{"id":"c4663d5c-53ed-46fe-bff3-a758ea9bf5ea","block_type":"box","text":"Financial Statements","page_number":89,"box":{"x":62,"y":608,"width":348,"height":23}},{"id":"0bee0b2d-1083-408d-aaf2-3dc8f0a67c02","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":"825a5f95-a090-40a7-8511-0b2c7461a573","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":"e42ae267-c9da-4223-bdc1-08c28dde593f","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":"e1431c93-856b-4e8b-9920-ee19abcf3960","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":"95ecac6f-6779-4fd7-b7a4-c452d1320f2e","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":"58cd9938-9806-48b3-b940-1bde8db6076b","block_type":"box","text":"Miscellaneous Information","page_number":89,"box":{"x":61,"y":740,"width":445,"height":23}},{"id":"d8f51d6b-4cd5-4699-a8e3-a13da635f1b4","block_type":"box","text":"Counsel.","page_number":89,"box":{"x":59,"y":781,"width":61,"height":10}},{"id":"faa17236-31a8-48b2-9c81-bba5fa93be3f","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":"9004c178-00cc-4611-84c6-5e74d165fd75","block_type":"box","text":"Independent Registered Public Accounting Firm.","page_number":89,"box":{"x":60,"y":807,"width":349,"height":13}},{"id":"35b768a2-d229-4e8c-b123-0e1e9b9b14b7","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":"379a0648-71b6-46bf-8c1d-ba53b9e423d5","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":"505074b4-66ed-4e33-b614-9f62ddbe80f4","block_type":"box","text":"financial statements, and may perform other services.","page_number":89,"box":{"x":59,"y":838,"width":376,"height":12}},{"id":"d3e07faf-593b-4c17-b136-338a3533c135","block_type":"box","text":"72","page_number":89,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"ebdc3249-f486-4056-9034-fee7e37240c9","block_type":"box","text":"Shareholder Communications to the Board.","page_number":90,"box":{"x":59,"y":67,"width":312,"height":9}},{"id":"296888ec-78e7-4d96-a567-346ab36d1d54","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":"5b8f84d1-d464-4f85-b98d-a5d444ed6298","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":"f709b7bf-f746-4b00-8c9d-16ce18e199f5","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":"32ce598f-5983-457d-b7cc-f2d0e46fb00a","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":"85ee1938-a108-4f6d-a723-d8b6e9e98548","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":"7f8d7fac-89a1-4ccc-a513-6e11375296f4","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":"f2e4a38c-b99d-490b-b1a6-78016f6e19cb","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":"dce8e403-0fe1-4bde-bc14-cf6a4a32f939","block_type":"box","text":"Trust and reported to the Board.","page_number":90,"box":{"x":59,"y":172,"width":224,"height":13}},{"id":"eb6782dd-ad6c-4be1-9955-663173916735","block_type":"box","text":"Investors’ Rights.","page_number":90,"box":{"x":60,"y":199,"width":122,"height":12}},{"id":"cfe54fa6-5642-4cda-b206-d780c18355e0","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":"8a0d11fc-b698-48dd-88e8-839ae9c60a75","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":"bb01125c-c96c-46dc-b46e-a1232b100a9e","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":"dbe6eb45-8902-4f3a-948b-11df8b01580b","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":"ef47abba-9282-4125-b1c6-0a21f0b36110","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":"449fec52-2807-41da-9819-1063db945efc","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":"3563d7e4-347f-43cf-be86-79b20c20ee0e","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":"548a9a05-811d-4218-8e39-316a276eb651","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":"88de6a0b-7914-468d-a6b7-f700867aeb00","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":"81632369-1f83-42e2-90bc-ac7649a2eaca","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":"e5231d0e-a9db-4a08-a703-e1cb5357eb45","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":"660f5fbd-b44e-48de-ad6d-448b13f53f67","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":"40dae25d-4913-4095-a28b-6822faaadb82","block_type":"box","text":"73","page_number":90,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"a133447e-9362-412b-9ec7-4b454dd28e1d","block_type":"box","text":"Appendix A - Proxy Voting Policies","page_number":91,"box":{"x":59,"y":67,"width":578,"height":30}},{"id":"34852603-bfa4-41ec-b8cf-71efa7fe9c9c","block_type":"box","text":"A-1","page_number":91,"box":{"x":486,"y":916,"width":22,"height":9}},{"id":"990e452b-0cbf-4715-8a63-a8831043ce15","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":"b19c5b35-fab5-463a-989d-af611cc9d683","block_type":"box","text":"Proxy Voting Policy","page_number":92,"box":{"x":334,"y":100,"width":332,"height":29}},{"id":"95f539ca-6b21-4a36-bca2-a2944665798c","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":"77254dd9-466c-41f0-ae13-00a16a11ccca","block_type":"box","text":"Effective Date: January 1, 2025","page_number":92,"box":{"x":60,"y":170,"width":217,"height":12}},{"id":"0e232aa0-e6b9-4590-9fad-d29c9a8c7b02","block_type":"box","text":"Last Review Date: September 16, 2025","page_number":92,"box":{"x":60,"y":196,"width":275,"height":13}},{"id":"84ebc3d7-c8d9-46d3-bb73-69eafb3de5cc","block_type":"box","text":"________________________________________","page_number":92,"box":{"x":58,"y":233,"width":327,"height":1}},{"id":"6aee2972-631f-46b7-b032-93f071e6a154","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":"023fa2db-e368-4a54-a772-f26444637d34","block_type":"box","text":"□","page_number":92,"box":{"x":59,"y":276,"width":15,"height":12}},{"id":"dca6f9ae-95eb-4ab9-98d3-1e846e0c1fb8","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":"74861507-ab9e-4946-961e-1746c4bddaff","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":"a27b1205-df21-439f-9907-82231a636eb8","block_type":"box","text":"□","page_number":92,"box":{"x":59,"y":329,"width":15,"height":12}},{"id":"ccf92d32-857c-427a-9963-a4b028d5eca2","block_type":"box","text":"Money Market Funds","page_number":92,"box":{"x":80,"y":329,"width":148,"height":12}},{"id":"ee842bf6-e5ac-4b67-8354-be7b996377cf","block_type":"box","text":"□","page_number":92,"box":{"x":59,"y":356,"width":15,"height":11}},{"id":"f27f764b-fae7-4cd0-a046-a708384b4830","block_type":"box","text":"Closed-End Funds","page_number":92,"box":{"x":80,"y":355,"width":126,"height":10}},{"id":"ec4372ed-566f-4f79-80b6-9f104d4453ce","block_type":"box","text":"□","page_number":92,"box":{"x":59,"y":382,"width":15,"height":12}},{"id":"923297dc-a0cd-43af-ad51-3d380206ace2","block_type":"box","text":"Other","page_number":92,"box":{"x":80,"y":382,"width":39,"height":9}},{"id":"7481f71d-2dc3-40a9-9974-b3f905b242fb","block_type":"box","text":"________________________________________","page_number":92,"box":{"x":58,"y":419,"width":327,"height":0}},{"id":"f37360b0-e4b5-45ec-a141-0b6267c55e0c","block_type":"box","text":"Objective and Scope","page_number":92,"box":{"x":59,"y":434,"width":147,"height":13}},{"id":"8c5c9cb6-6be8-4852-805a-a611defad8e9","block_type":"box","text":"Set forth below is the Open-End Active and Fixed Income Index Fund Proxy Voting Policy.","page_number":92,"box":{"x":59,"y":461,"width":622,"height":12}},{"id":"b57289d7-485a-428b-8e00-c100df265409","block_type":"box","text":"Policy / Document Requirements and Statements","page_number":92,"box":{"x":60,"y":487,"width":356,"height":13}},{"id":"702acd8d-dfd7-4a14-83bc-edcf7b1b5dfe","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":"abb898c1-5bf8-42d1-8047-f1fa84a34d45","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":"eac0d2dc-d6a1-4d87-918d-bc39a1310ad1","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":"53849ad0-c34e-421c-a18c-f41696d82239","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":"37f2f75f-279f-46d8-8705-1caf5777bd94","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":"8619ff5a-682d-40b6-8eef-69651309ad75","block_type":"box","text":"agreements.","page_number":92,"box":{"x":59,"y":591,"width":86,"height":11}},{"id":"be61d1aa-6eac-4a27-90ee-fc97355c4115","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":"fe6699e7-c2b6-43ba-8c48-109ba4e0e609","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":"2ac91d3f-e974-497f-8cbf-32c38ed32f62","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":"a52fa11e-1c6f-4427-a251-413cfcc7a7cf","block_type":"box","text":"any.","page_number":92,"box":{"x":59,"y":664,"width":26,"height":10}},{"id":"192b28c2-925e-474c-a88d-d67e10a70cbe","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":"350c3d6d-e2ae-4a81-8d4c-837e319e0028","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":"c7372c6d-e163-4e91-ba21-3dd24a1d568e","block_type":"box","text":"Conflicts Management","page_number":92,"box":{"x":59,"y":729,"width":164,"height":13}},{"id":"da51b507-882d-497f-bd56-75c75514c203","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":"c748ad9c-aa51-4376-b12c-5f0011f4ab72","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":"e59ec0a4-f7b6-48f7-ad37-0a888f0e20ee","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":"cdabf7e9-6880-4960-9ebc-544f97bcf8f4","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":"ab214b6a-cc31-41b4-a19a-17baab81c666","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":"c247077f-1b9d-4265-bf54-1f2b60c4f568","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":"46b772e3-76ce-4095-8cbc-ae6b13499713","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":"c5354b8a-10ea-43dd-96ec-86c73ec514b5","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":"6acfcab3-1f35-47ac-940b-8051681f6fe7","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":"101130ee-7689-484f-8f92-ff9d6ee10799","block_type":"box","text":"A-2","page_number":92,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"e8044221-d096-4d6d-aaec-d9323377812c","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":"817fd15f-46df-4d45-a21d-74b6a20fc3f0","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":"9889880b-f0d2-4307-96e7-152a3bb422f7","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":"e2a83cf0-e6e1-4e30-9aef-c937502256bc","block_type":"box","text":"Reports to the Board","page_number":93,"box":{"x":60,"y":123,"width":147,"height":13}},{"id":"5f0460a8-5e44-4b7c-8b3a-6566cb3553ed","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":"170d7a78-0d22-45be-a2e7-851aa002f2a7","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":"742feaa8-025e-4c49-ac5b-9f9a23ed0b35","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":"feb41524-69b7-4f58-a487-cb2f0e879628","block_type":"box","text":"that have not previously been reported.","page_number":93,"box":{"x":59,"y":195,"width":274,"height":12}},{"id":"1e3f09dc-66d5-466f-a8ff-59808d902191","block_type":"box","text":"Appendix A","page_number":93,"box":{"x":59,"y":222,"width":85,"height":12}},{"id":"e9a22db2-1a21-4ff5-8c9d-58cd6f1968a7","block_type":"box","text":"BlackRock U.S. Carbon Transition Readiness ETF","page_number":93,"box":{"x":60,"y":248,"width":336,"height":10}},{"id":"2a4465cc-4256-4ef5-b2c6-83b856d6a9bf","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":"62b40302-3e34-4fd0-8ba0-f76f6bfb011f","block_type":"box","text":"A-3","page_number":93,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"9988fa9c-7e02-460b-a56a-2d88185c07c7","block_type":"box","text":"BlackRock Active Investment Stewardship","page_number":94,"box":{"x":139,"y":67,"width":721,"height":30}},{"id":"2673b24e-a777-40e8-a949-d36eb4df7f88","block_type":"box","text":"Global Engagement and Voting Guidelines","page_number":94,"box":{"x":59,"y":111,"width":304,"height":12}},{"id":"388d6c7c-a9d2-4bde-a671-a5ecdf028117","block_type":"box","text":"Effective as of January 2026","page_number":94,"box":{"x":76,"y":137,"width":198,"height":13}},{"id":"d34f908e-c07e-4942-920a-fd2fb6b9a686","block_type":"box","text":"Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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A-5","page_number":94,"box":{"x":483,"y":237,"width":373,"height":9}},{"id":"16e3432e-abec-4ade-8c90-7b8a3c0ccba8","block_type":"box","text":"Our approach to stewardship within active equities","page_number":94,"box":{"x":141,"y":256,"width":356,"height":12}},{"id":"9c55942e-3bd5-4d58-97b6-1d22e3d0910e","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":94,"box":{"x":502,"y":256,"width":355,"height":9}},{"id":"674dcfbe-9f12-4ad9-af54-233f5e214f47","block_type":"box","text":"Our approach to stewardship within fixed income","page_number":94,"box":{"x":141,"y":274,"width":346,"height":13}},{"id":"3286d8a5-6112-4d4d-8710-50929292f4db","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":94,"box":{"x":489,"y":275,"width":368,"height":9}},{"id":"00200b0d-e726-416a-89d6-ac42b9d82980","block_type":"box","text":"Boards of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":94,"box":{"x":141,"y":293,"width":716,"height":10}},{"id":"01ccae0c-d8cb-4692-a910-d31a515dc9b1","block_type":"box","text":"Executive compensation","page_number":94,"box":{"x":141,"y":313,"width":169,"height":12}},{"id":"951ecb6c-ad78-45dc-a42d-542b1dc6c497","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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.A-10","page_number":94,"box":{"x":261,"y":351,"width":596,"height":9}},{"id":"5bd2656b-2056-45cd-b9cc-f506f90f1343","block_type":"box","text":"Transactions and special situations","page_number":94,"box":{"x":140,"y":369,"width":245,"height":12}},{"id":"8997d4c2-60ad-4dfb-a49f-f4dfae932dc5","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10","page_number":94,"box":{"x":391,"y":370,"width":466,"height":9}},{"id":"501ada81-ada1-419f-82bd-75358c1eb5cf","block_type":"box","text":"Corporate reporting, risk management and audit","page_number":94,"box":{"x":141,"y":388,"width":340,"height":12}},{"id":"79213869-bef8-489b-9fdc-d62a00f5885a","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-11","page_number":94,"box":{"x":483,"y":388,"width":371,"height":10}},{"id":"d3a5a924-530f-48c6-a774-ae8070ca43aa","block_type":"box","text":"Shareholder rights and protections","page_number":94,"box":{"x":140,"y":407,"width":243,"height":12}},{"id":"2248727b-ade8-4ab7-a8ae-32d3ceba1fc0","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-12","page_number":94,"box":{"x":391,"y":407,"width":466,"height":9}},{"id":"ca74dcc9-d72f-49a7-b026-42852c341193","block_type":"box","text":"Shareholder proposals","page_number":94,"box":{"x":140,"y":426,"width":157,"height":12}},{"id":"636b9c52-d473-491d-88b0-72bf525f8ea7","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":94,"box":{"x":300,"y":426,"width":556,"height":9}},{"id":"33613ae1-9d4d-40ab-8dfb-c15c27939587","block_type":"box","text":"Corporate political activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":94,"box":{"x":141,"y":445,"width":715,"height":12}},{"id":"8d5a3c80-127e-4ccf-aae3-e8376ac4d3cc","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":94,"box":{"x":141,"y":463,"width":373,"height":13}},{"id":"9e962131-67fd-408f-addd-4f3de91f44b2","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-14","page_number":94,"box":{"x":515,"y":464,"width":342,"height":9}},{"id":"5ce47191-1632-4a7f-8ea5-c4bcf258a2d1","block_type":"box","text":"Key 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companies alongside and on behalf of those teams when appropriate. The team is responsible for","page_number":94,"box":{"x":59,"y":625,"width":820,"height":12}},{"id":"05d1d8ca-8cdb-476f-8025-4f06a6d1616d","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":"4224aea2-fe8f-49cb-ad34-547f6a560afa","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":"3185fbf6-e008-434f-a297-87dd22d7c2ab","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":"a6646b59-7213-4b28-98e9-1020ce5a2f0a","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":"62bd9a2c-337e-40f5-8c16-ee5faff511ba","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":"d3e8cf6a-91f4-40c0-aaa7-e480e0152924","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":"6494d2d3-a0da-4477-adae-91dea04a2638","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":"0c69947e-f914-49ca-904e-6ecabeecc448","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":"7aab9d27-9ff8-4c62-9f1f-8309849c46f4","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":"043a9b1b-ac00-436b-871c-77354689e6b4","block_type":"box","text":"uity","page_number":94,"box":{"x":901,"y":814,"width":20,"height":9}},{"id":"f7d7e80a-daa9-4fa6-b4a8-6a42dad49f9d","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":"7eab39ca-65fb-45a2-b8db-7164b49c0ba3","block_type":"box","text":"e","page_number":94,"box":{"x":921,"y":828,"width":5,"height":5}},{"id":"fbf84cae-2cef-4994-88b9-c42208c9fa48","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":"ce4b11a6-aa31-46ec-a58d-46c25356260a","block_type":"box","text":"ers","page_number":94,"box":{"x":916,"y":841,"width":16,"height":5}},{"id":"8e58e707-d86f-4159-83c8-6580011cff0d","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":"60c17d48-86bf-4c7d-869f-03dd350ad7b0","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":"6c9a7177-2a9f-444d-b31d-90b6252cd39b","block_type":"box","text":"lock the","page_number":94,"box":{"x":895,"y":866,"width":43,"height":8}},{"id":"5c425372-0ef6-48c6-b5ab-e201b8bfbd04","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":"fa1ccc08-c803-4f1e-9d07-e8a999f4b6b4","block_type":"box","text":"ntly","page_number":94,"box":{"x":908,"y":879,"width":20,"height":9}},{"id":"7aeb4807-0d7a-4fae-9022-bc43e9d20c8d","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":"683028cd-39f2-41fb-8ff6-6526576a9db3","block_type":"box","text":"A-4","page_number":94,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"8961edfe-bdba-4527-beb3-f38f90a24a06","block_type":"box","text":"Introduction to BlackRock","page_number":95,"box":{"x":60,"y":67,"width":187,"height":9}},{"id":"5af0e5a8-848b-4499-8993-77d0d7f866be","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":"93c00ae1-08b0-4a3c-8989-95631d6dfdc1","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":"4d145306-6adc-4a43-8fd5-69e8ea1c3f27","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":"b997e9d4-e09a-4ac6-829a-e77107556821","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":"a4cc8759-1345-4c0c-a564-272c1926cc46","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":"7944402f-f958-4479-824f-4979a3dc5557","block_type":"box","text":"analytics.","page_number":95,"box":{"x":59,"y":169,"width":64,"height":12}},{"id":"d439ab88-68f8-4dc6-8042-d3b7dba19cf1","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":"c2414251-065c-44c4-ae1d-98c67df9d4e9","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":"5ba0e59c-632b-4de7-bdf6-c0751ce3314e","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":"4a947198-3ff4-4c5b-9489-d88576797e10","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":"1d412526-b8cd-4d64-b31d-665d5f6b43d9","block_type":"box","text":"which our clients are invested.","page_number":95,"box":{"x":59,"y":256,"width":211,"height":9}},{"id":"1a9f5346-6f29-40db-b53d-42512f7bbe42","block_type":"box","text":"About BlackRock Active Investment Stewardship","page_number":95,"box":{"x":59,"y":282,"width":350,"height":12}},{"id":"75f439b2-acb0-4b28-8c3b-7642d505db08","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":"91e9ebc6-1022-4949-b9ec-4fbd033dcf7b","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":"fae74ddc-ea21-4b78-bd80-a8a56bfc90e1","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":"a0af8915-58ec-4669-8ae3-b6d445b48ada","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":"dcb13da8-32b5-4f27-9d5b-fabb4d760273","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":"98bbae0d-bd0d-4eda-8a44-d490d0e3fa8b","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":"dd1f3cb7-822d-467e-844c-f74e1e862637","block_type":"box","text":"(3)","page_number":95,"box":{"x":922,"y":393,"width":14,"height":8}},{"id":"4df61c59-f884-46dc-9570-4e264a96d93f","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":"0950d6eb-58f7-495b-9b7b-e3ef58a02311","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":"48c19558-c128-4f57-b423-8889d441aa11","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":"25e940c3-7d8e-4ed9-b1a6-0287625271e5","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":"e4b3dda3-6dc0-4d50-90da-53ae7787ac00","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":"f978c9f7-e9ae-41b0-b5aa-026d644a7c1e","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":"f88ca54d-cf68-4de0-aded-2b46fa9ddf9e","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":"5383d8e9-e6e8-46a8-b9cb-4262c689c15c","block_type":"box","text":"respect.","page_number":95,"box":{"x":60,"y":518,"width":53,"height":11}},{"id":"c28a8e79-86f5-4076-9a61-a0eb90d8f774","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":"e63d6a89-0410-4a0e-b7a2-ca6342ff9ddd","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":"8f2f62dc-2aef-40e4-8610-b54ca67b3121","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":"77d77dd7-63b1-4732-a52b-15226082beae","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":"927e0a1f-9926-4432-be27-73c4a6c362e7","block_type":"box","text":"strategy.","page_number":95,"box":{"x":59,"y":605,"width":58,"height":11}},{"id":"2908efb5-7f1d-42c4-aa1b-2fad3d4937fb","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":"051b31f4-03e1-4c97-a7c0-c1f49cdf67ad","block_type":"box","text":"and board directors","page_number":95,"box":{"x":59,"y":645,"width":136,"height":10}},{"id":"493c17fd-91a6-44b8-af32-13efccb8c6f6","block_type":"box","text":"(4)","page_number":95,"box":{"x":197,"y":643,"width":14,"height":8}},{"id":"bba4d34a-1e4f-4723-a9f1-e972faf91fa5","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":"655559b4-6963-4a52-9969-c2f27269a78b","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":"97ea5634-7f97-4ae7-986c-d45ba4baf2ad","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":"959cec0c-caa4-4dee-8d07-29f0d0b5de39","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":"42ec447e-d94c-404f-aa31-e5890aa04fe7","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":"9465e545-dbf4-46c5-b936-741fa12c4541","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":"15e05f72-becd-4110-b70d-cfa0771b6c46","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":"0f786aec-a734-4489-bfaf-3f224abf5ea7","block_type":"box","text":"financial interests of their investors.","page_number":95,"box":{"x":59,"y":751,"width":248,"height":9}},{"id":"872a5edd-3f24-4ee9-90ee-35109cb19ff1","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":"410308c0-d66d-4df2-92e5-359055208b42","block_type":"box","text":"lity","page_number":95,"box":{"x":909,"y":838,"width":16,"height":10}},{"id":"f2dc9e92-f6ea-41b6-916a-2ecbdfedca15","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":"d1717ddb-5ac4-43f5-96d8-1b408b9fe9df","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":"ea22405d-79d6-4f79-837a-a04f225bc5ce","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":"10c07aa1-9140-4b24-9cd0-6c59d11b1d56","block_type":"box","text":"relevant.","page_number":95,"box":{"x":92,"y":891,"width":46,"height":8}},{"id":"4449754b-39e4-4239-aeef-bed3f1b91eb9","block_type":"box","text":"A-5","page_number":95,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"598e4089-ca7b-485b-afcd-eb5b4381af6f","block_type":"box","text":"Our approach to stewardship within active equities","page_number":96,"box":{"x":59,"y":67,"width":368,"height":12}},{"id":"b823e408-b2f1-45c8-99c4-6b0259122fea","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":"302a53ac-9241-4fec-af6d-3859970cb6ba","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":"8d732f50-f291-4bd0-9415-09a76d4a7a53","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":"972fa071-e817-4aad-8311-7120caa7fbd2","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":"bd7f34ce-2ba0-4ff3-8ef3-5ede8b2398ce","block_type":"box","text":"clients and funds.","page_number":96,"box":{"x":59,"y":154,"width":123,"height":9}},{"id":"2a5c23cc-082b-4c4d-b7f1-15fa77e9b874","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":"d9e16979-4aa0-419c-8da6-a64077f8735e","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":"e753578b-7e97-4277-93c6-7572ec58b515","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":"f7822963-4f79-4f16-a3f3-422188e65dd6","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":"c6f58cb5-a242-4efc-8ec8-ab6faf04e61d","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":"a313ae7d-c703-4472-8869-7296268fbe5b","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":"a98e15bb-ceb7-4424-81b3-437efc8715a6","block_type":"box","text":"(5)","page_number":96,"box":{"x":860,"y":254,"width":14,"height":8}},{"id":"b1c25710-7f0a-4db8-bf50-ff62c420790f","block_type":"box","text":"Our approach to stewardship within fixed income","page_number":96,"box":{"x":59,"y":282,"width":358,"height":12}},{"id":"3e3a4fcc-1120-478d-8077-9091e0fa5053","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":"b77d3fc9-943a-47c3-a7b5-60477278fc5d","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":"a3d84419-e07c-4b5f-81c1-cf0fc4341715","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":"a28845ef-fb35-4a24-9634-437d009d8a79","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":"7fa36695-e4ea-4c8b-b846-948206eedbf0","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":"64c8fe6c-78a3-4105-bd39-270b3db3f257","block_type":"box","text":"and information in bond documentation.","page_number":96,"box":{"x":59,"y":384,"width":286,"height":10}},{"id":"5dc74e31-ebc5-4c39-aa26-0f5cb97fbfea","block_type":"box","text":"Boards of Directors","page_number":96,"box":{"x":60,"y":411,"width":138,"height":9}},{"id":"ead38269-8ea8-4155-9138-df2945fa5ab4","block_type":"box","text":"Roles and responsibilities","page_number":96,"box":{"x":76,"y":437,"width":182,"height":12}},{"id":"56505d17-205e-460c-bac5-aca9e1e16c4b","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":"7dd07430-6eb0-4f0f-a7c1-6a4954fdeb2a","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":"00b91837-c6ca-4a3d-a34a-0df2d48fe1ee","block_type":"box","text":"(6)","page_number":96,"box":{"x":646,"y":477,"width":14,"height":8}},{"id":"f0eb6950-60e0-4a35-89fe-7a3e99bdc0bc","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":"95c5f699-f64b-4831-8098-926c25678a20","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":"d28fd7fb-0148-434c-85c5-b2e2b00aae10","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":"fa117950-3903-400a-afe3-7a263b5712bb","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":"8fbd3507-b692-43f3-bbbc-ef869f57723c","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":"67f12b17-d061-4913-9771-480eeb84ef4c","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":"86aa7181-f0e3-4846-aa68-b7f3fba48171","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":"0a56e3c4-c043-46ea-9161-32b746af06e9","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":"501ff3a8-a811-4241-869e-c23001d4f8ce","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":"ea12f5cc-d4a2-4b11-aa83-752b2a16c389","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":"cf3cd05b-3f42-4eb2-8480-42721565ec09","block_type":"box","text":"Composition and effectiveness","page_number":96,"box":{"x":59,"y":690,"width":221,"height":13}},{"id":"8e5c796e-4812-4ad1-9fef-b3ddf9a29d8b","block_type":"box","text":"Appointment process","page_number":96,"box":{"x":75,"y":717,"width":156,"height":12}},{"id":"e6d7a4cf-ecde-419b-97b5-f11426f9938d","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":"81a43b08-5e07-44e0-af2f-60c29518f9ab","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":"d0891e8b-2a15-417f-ae99-4fe5f19ba2d2","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":"8d475b4b-9169-4da9-811e-3c63d42e8e53","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":"b937aced-8d20-436c-8212-e3a053e52e63","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":"af5edeb9-b6fe-4821-ab5b-96b3002bbeac","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":"db032a10-87e7-4795-ad77-10795683d5b6","block_type":"box","text":"rategies, as","page_number":96,"box":{"x":876,"y":839,"width":62,"height":9}},{"id":"7bd1a7d6-2b66-4908-ba2a-bf37fc2e6095","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":"8f192515-cfd0-46ff-b22c-7cdeb12c3dc5","block_type":"box","text":"age","page_number":96,"box":{"x":911,"y":853,"width":25,"height":8}},{"id":"9795e9a4-e0a0-44f5-a74c-ab74e2079ece","block_type":"box","text":"ments.","page_number":96,"box":{"x":92,"y":865,"width":37,"height":6}},{"id":"1209a5a5-8cde-48d7-9471-a9d8450b1b56","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":"d7c87a83-362e-481b-8f04-486d800d6f6b","block_type":"box","text":"examples.","page_number":96,"box":{"x":92,"y":891,"width":55,"height":10}},{"id":"0e734067-6826-42e4-ab23-1add2dcf8763","block_type":"box","text":"A-6","page_number":96,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"1f1b7278-9319-47b2-bc50-ce6fa3c7a7e8","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":"3f523904-3760-4669-b553-20d2e233705f","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":"d6b56645-9830-4b06-93a3-a5b605a9cad3","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":"e04f6eb4-9517-448f-bde8-3334a1f4ffce","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":"74d008bf-20b1-45ae-8486-b995d712de50","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":"9451b7ac-2ec8-4e7c-a760-5b8dd57eeb8d","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":"9e3c71b3-6c93-4cf4-b841-7b30e33904d6","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":"a1e56625-1e1d-410c-88b9-a818874cf2b5","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":"59987190-1b99-4e32-af85-d2bc3be7c1da","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":"c72dfed0-0c3b-4442-a01e-80ce0890a8e9","block_type":"box","text":"Independence","page_number":97,"box":{"x":76,"y":225,"width":102,"height":13}},{"id":"52604e8e-59de-4d7a-bfa5-3635249e98cb","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":"6b6c491e-ce5c-48a4-b891-c9bd89ee04d7","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":"aa69bdd7-23c0-4cee-9ffc-eaa4f3307336","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":"ed4e0b36-6d9f-46b6-8d30-113549f2f0a6","block_type":"box","text":"(7)","page_number":97,"box":{"x":882,"y":280,"width":14,"height":8}},{"id":"6d523f25-d686-47bc-b853-ac072f1478e7","block_type":"box","text":"This","page_number":97,"box":{"x":901,"y":282,"width":29,"height":10}},{"id":"0e0eb50d-b371-4164-8182-48b77c891d03","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":"d1b831f4-bc48-49e5-9550-dfc86604b17f","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":"5647dde8-1643-4afe-b117-ec9a9e3d2fad","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":"7b15eade-4ee7-4b49-a3e0-3d63523ccf73","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":"9b41e470-3e81-41bb-8891-5409d2721417","block_type":"box","text":"is a perennial issue.","page_number":97,"box":{"x":60,"y":369,"width":133,"height":12}},{"id":"c36ec09d-f3ac-4ad7-a43a-6686b6447a57","block_type":"box","text":"Independent board leadership","page_number":97,"box":{"x":76,"y":395,"width":217,"height":13}},{"id":"7674c6c9-1591-4f7a-b744-fac36613fea0","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":"011d3a31-6460-41c2-b950-8e8efd9741d8","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":"5371186c-31aa-415e-b6c4-6b9ab151541a","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":"af364343-773c-428a-a516-ad59358b7931","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":"a100cee2-50e8-411d-99ae-30687ad89654","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":"0b1d1718-db9e-4e9f-9058-46722bf4b141","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":"f57f28c2-d653-46a2-b952-6d0f4ff42ed6","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":"5210aedc-21f4-4de4-960a-321914ef4948","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":"b070e6fe-681e-4976-9812-8bca2886267c","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":"0ca3e8a1-2fc4-4742-b06e-787d85432dcb","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":"b4d554fd-e0fd-4670-915c-9ba37b1093f3","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":"2aba704a-8ed7-4960-9112-2911a107962d","block_type":"box","text":"Tenure and succession","page_number":97,"box":{"x":75,"y":611,"width":165,"height":10}},{"id":"89a903ff-7c71-46e4-a282-e68bdc32d954","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":"e0180e9c-d097-44e1-85bd-cdd6c1824e06","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":"75e3aefb-0cb9-4a99-a306-88aafaefd8e5","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":"ac935886-0425-4da6-9df1-6710db2a5f3d","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":"a06f169e-ac0e-47e0-94d2-86689218e7b7","block_type":"box","text":"management and involvement in past board decisions.","page_number":97,"box":{"x":60,"y":698,"width":382,"height":12}},{"id":"094cb3f6-7f00-4945-902a-65c94e52710e","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":"ef759c67-5c4c-4eae-a50d-201f038f61b0","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":"3c676970-d064-48b8-9483-4d72e13008a8","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":"a2af88dc-cd43-45f3-8ceb-1bfbf6c7b2f1","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":"dbb4af8d-3272-4892-b2b9-d622e050cc6b","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":"3729ecc8-b28f-45e3-b592-70dcd3ba6a67","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":"11dbf8b6-5a13-469d-9c0c-1c3e6a5a16a7","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":"f6f2d3d4-341e-4584-a251-1b73e75a4474","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":"abc323c1-bd23-47a2-80a0-e903e48ce76f","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":"a09052a7-5f9d-463a-b22a-6ca4c8dabd5e","block_type":"box","text":"rest,","page_number":97,"box":{"x":902,"y":867,"width":22,"height":8}},{"id":"034b615b-8c44-4cd4-8cad-794e4ca55be1","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":"ec602389-2229-4fcc-a241-46a8cca2feea","block_type":"box","text":"terests","page_number":97,"box":{"x":892,"y":880,"width":38,"height":6}},{"id":"f58966fc-026d-4422-bc1d-c38e66e7a2b4","block_type":"box","text":"of the company and shareholders.","page_number":97,"box":{"x":92,"y":891,"width":190,"height":10}},{"id":"e284aca0-b976-4d68-b1fc-df8e25e80b60","block_type":"box","text":"A-7","page_number":97,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"f33b0375-3a2a-4b8e-a63f-43d589089cf3","block_type":"box","text":"Capacity","page_number":98,"box":{"x":76,"y":67,"width":62,"height":12}},{"id":"8e70e12d-eca1-408b-a14b-697129d93d91","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":"310340f3-6f1f-49aa-be37-d779653c8afc","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":"8e4c3be4-b042-4557-8419-3c4a96ebec5f","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":"5412862f-184d-4b5e-89dc-f5ac319024dd","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":"6e537693-e886-4380-a0b8-c967a057e18f","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":"f654eae2-28d2-4b46-89f9-9ed0c11812c3","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":"c51ce2c1-fcaa-40bc-a12b-f852787c96aa","block_type":"box","text":"the board and company.","page_number":98,"box":{"x":59,"y":195,"width":169,"height":12}},{"id":"deea56f5-bbbb-425e-afd6-7528bbf9a6b2","block_type":"box","text":"Director elections","page_number":98,"box":{"x":76,"y":222,"width":127,"height":9}},{"id":"8531b278-560f-4bfa-9644-225ba750942a","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":"3baa6358-eecf-4aac-ad52-8247bd3c789a","block_type":"box","text":"(8)","page_number":98,"box":{"x":917,"y":246,"width":14,"height":8}},{"id":"43b39ab9-bd91-46cd-87fd-96de58679cb3","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":"01a99008-856f-4917-9e1e-1fe6b2800199","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":"85a9ad4e-52f6-473e-bbb9-d4f562b3ce00","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":"f448542b-bdab-44ac-bf5c-a455788725ac","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":"4d6ae097-fb90-4a44-a409-9fbe1c88e468","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":"09b2c053-fe2e-4921-8c1c-853a2b3e1349","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":"f2c77374-e7dd-41f8-b277-3fa2f6b9cdc2","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":"8e5c83cb-1904-440e-a719-d9b99c967ded","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":"1d699f57-a668-4a0a-97e2-b11fc8da1c42","block_type":"box","text":"best serves investors’ interests.","page_number":98,"box":{"x":60,"y":407,"width":214,"height":9}},{"id":"e6ed6f27-3c47-4576-b0c6-56c817a435e8","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":"63ce580e-7712-4d7d-914a-eb81a1365ab0","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":"742cf232-274d-4ede-99e3-fd4c9b31b105","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":"7a2d6cd4-cc0b-4402-9250-16decdb0d5e9","block_type":"box","text":"Committees","page_number":98,"box":{"x":76,"y":490,"width":86,"height":10}},{"id":"26c0bcf7-9034-4986-856e-6cfcf4a7d3e9","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":"64419d6d-8fb1-4fc2-8a28-a24e15e1a927","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":"127ffe80-7193-4458-b356-f2bab5bb1f0a","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":"6186118e-f9a3-41e5-a6bd-3180620c65a2","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":"6cf34bbc-570c-4de9-a115-97c4b7cc5cfc","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":"6f00233c-1a65-464b-9b18-116427d42d25","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":"ce4c4d8b-dc7b-45a0-988f-53f25ddbe48f","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":"5b88cc5d-ad5c-4ced-86ff-df15f8c258a0","block_type":"box","text":"most common committees include:","page_number":98,"box":{"x":60,"y":622,"width":248,"height":10}},{"id":"13917afd-f3da-498b-9144-089acb432f87","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":"fb13733e-c3f1-4285-8965-c0c06de923b2","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":"986ad14e-1cca-4dfe-a61b-6493740fde58","block_type":"box","text":"whistleblowing mechanisms.","page_number":98,"box":{"x":124,"y":673,"width":203,"height":12}},{"id":"ad1b9c2b-d4e3-4a88-b73b-0cfddd4b69ee","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":"60401c46-4da9-4719-9899-8a30ad64bcbc","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":"33847f31-f3f3-42cf-b2d0-10b1771314b4","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":"8565aa69-454f-498c-af48-4d5c824fc275","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":"b4d120b3-232f-4bfa-b3a2-14bb69f215e6","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":"cf6a536d-8794-490c-979c-27f14dd96d78","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":"e32f0511-1abc-4a64-bcad-47b44fc0f716","block_type":"box","text":"wide compensation policies.","page_number":98,"box":{"x":124,"y":788,"width":198,"height":13}},{"id":"f950c040-3a9c-4ec8-9554-cfcc23b7ddbe","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":"3dfaf361-e33b-4983-b867-546573b30dbc","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":"412a80d0-9136-45cb-9a53-2abdbda1710a","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":"27bc936c-abdc-4f77-bee8-0f1a77711285","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":"7edf7712-cfaa-45d3-9811-2dc8bf6e3e0c","block_type":"box","text":"on in any","page_number":98,"box":{"x":870,"y":879,"width":51,"height":9}},{"id":"2dae9b3f-9e3c-4ce6-ae54-f2486778acf2","block_type":"box","text":"one year.","page_number":98,"box":{"x":92,"y":894,"width":49,"height":7}},{"id":"64f5e0d6-6e2d-4725-b3de-d4306267bae0","block_type":"box","text":"A-8","page_number":98,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"ce149229-7d51-4c48-955b-b256e0565607","block_type":"box","text":"Board and director evaluation","page_number":99,"box":{"x":76,"y":67,"width":213,"height":9}},{"id":"38aa1b34-f077-481d-a52c-dced36471601","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":"36ba5357-1bfa-453e-a188-462a28969bf7","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":"5cdaf6b7-ce5b-4506-890e-9b2dc0a70296","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":"aa7ce0ac-8b06-4fef-b751-424a51b46b94","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":"dbfee1ce-289a-4475-8874-32eafe9931b4","block_type":"box","text":"Access to independent advice","page_number":99,"box":{"x":75,"y":165,"width":216,"height":12}},{"id":"d039a52a-946f-4e44-90fa-c9ef11d964d1","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":"bbd9f036-b08e-409b-b9aa-04bb141995dd","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":"3408620b-3ac7-43fc-bb66-dd1ea6450635","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":"6da255a6-8dc5-43a1-90f4-3cb88597c776","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":"2d4bd800-6e71-4fa5-b37f-8367948895cd","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":"db92a72a-a31b-492b-87e5-8ea2d75a88d8","block_type":"box","text":"succession planning.","page_number":99,"box":{"x":59,"y":267,"width":145,"height":12}},{"id":"c159bb3e-7401-42ee-8640-990ef79de4d7","block_type":"box","text":"Executive compensation","page_number":99,"box":{"x":60,"y":294,"width":174,"height":12}},{"id":"6ebb7bce-3f97-42bc-bce9-8e97757bb1d4","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":"0567775f-79bf-4ddd-86fa-e26edd4e9321","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":"d60e9465-45a6-4d6d-b931-d196d9b517bb","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":"cdfb3753-fa38-495e-a820-4c148a1b5397","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":"55fec673-f3d6-4ba1-a2f5-d218707cc7a6","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":"3890a24a-165a-42ea-a52b-3dddf2e193c7","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":"594bfd13-e329-4a52-8429-089373e2ccad","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":"7ad5e780-cf2c-4142-85b1-75228ad6e3d6","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":"6b68f7cf-ab12-4e87-8f91-120722970482","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":"6570d563-b940-4180-ad54-391fd9921d73","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":"54aef6d7-a4a2-42e9-b7e7-21a0a1e0a71b","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":"49162fc2-1848-4274-a39a-e484dfbaadec","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":"2e5da3c9-aaaf-4400-a31f-c4aa1614a3a0","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":"09846201-1733-4bad-98b6-708aac4fc1f8","block_type":"box","text":"company’s size, sector and market.","page_number":99,"box":{"x":124,"y":544,"width":244,"height":12}},{"id":"c5b4d304-db1b-46ab-9dd1-4c72ec68b5ef","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":"8ec2ea77-2949-4d6e-823f-db713325b61f","block_type":"box","text":"objectives.","page_number":99,"box":{"x":124,"y":579,"width":73,"height":13}},{"id":"d4288ba1-aa50-48a2-b38d-6165128ce6d3","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":"0e76777c-8871-401a-b4c3-ce25ba39e663","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":"3f221e88-e70e-498a-a63b-758b91dafda2","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":"0eb9dcd6-54a9-475d-974e-f380fd1ab080","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":"795addd1-3adc-437a-9a8b-ba079eadc114","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":"afaa3a49-9b97-4235-884b-ed0fa010ce76","block_type":"box","text":"transparently.","page_number":99,"box":{"x":124,"y":690,"width":94,"height":13}},{"id":"d5fc3163-f9bd-40c5-bc99-57002383b783","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":"73915b55-590d-4b40-8d52-984cae5758da","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":"9ce817fd-25b6-4e18-8134-12d8588741b1","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":"1ff8b4b6-9ece-4a52-b5a1-53eb376aabe6","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":"2c68bf69-b05e-46ae-bac1-26bc9790c9c3","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":"643df16e-4822-435a-a38f-e7040243f1a5","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":"9eb4255b-450f-48fa-9359-b30902e76b5b","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":"cf1ba4eb-ba47-435f-bc33-052bf946f39c","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":"ca9a1017-370d-4c90-ae9e-5c5fbc83c681","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":"0e14f350-dcfa-456d-ac02-78469e1f1285","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":"41667273-ed57-439f-a8fd-63097a0199d5","block_type":"box","text":"independent director.","page_number":99,"box":{"x":60,"y":888,"width":148,"height":12}},{"id":"3adc2b1c-dca1-4ad1-8e4b-6eda0677a971","block_type":"box","text":"A-9","page_number":99,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"353db714-1403-4a7f-8587-7ebeaeebf63b","block_type":"box","text":"Non-executive director compensation","page_number":100,"box":{"x":60,"y":67,"width":271,"height":12}},{"id":"ac271f02-212f-4f5b-9aa4-153bf9167ec9","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":"f34f9d58-758a-41fe-a67b-d8a88ae10a05","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":"cbb53182-d453-4f7c-a704-c4d8e6437c46","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":"c98acbbc-8fe4-49b3-8820-c7539b75ab5a","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":"5a25c7fc-f724-49fe-9c92-672c70f13474","block_type":"box","text":"Capital structure","page_number":100,"box":{"x":59,"y":165,"width":120,"height":12}},{"id":"f73c722c-7908-4bcb-8b56-481b5e25ef73","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":"b786a9d0-e572-4fdc-9edd-961a53505117","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":"c3c53b41-08ec-488c-a670-b7ae8c6da604","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":"630c68fe-11e4-4573-8cd9-ba904f2ba1c8","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":"c2fb09d2-126e-4495-accf-505df94dcb63","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":"ed264f30-d51c-49c1-a9c2-7e012e85ee05","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":"7df282c3-b740-491a-8f39-633674472d9a","block_type":"box","text":"Share issuance","page_number":100,"box":{"x":75,"y":305,"width":108,"height":9}},{"id":"01a1fed8-1d51-481e-9ee3-f30b2435ff07","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":"6231fa3c-de0c-4dec-bb25-92f75bb2fc6f","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":"6e6a0dcc-46c1-406b-b023-f4f70b7fa13b","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":"652157a9-ba91-477d-98e1-9d20799ddb05","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":"dfc73797-3514-497f-9ceb-6594c9a874b9","block_type":"box","text":"Share buybacks","page_number":100,"box":{"x":75,"y":403,"width":114,"height":12}},{"id":"5d4140ea-ba70-40cc-aae8-093e3bba82b9","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":"775b60e6-5593-4dc1-b9c5-30212b1a528a","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":"0d4a6b94-ed2d-4f8d-9b63-da2dca698751","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":"903869c0-f153-4a76-beb6-28112a48e435","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":"66949ecc-7eeb-436f-acf0-24347a4117b3","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":"984b3ea1-f860-4cfd-952e-a5e21baa0be6","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":"31912c84-64d3-4810-a705-fba856b2bac6","block_type":"box","text":"environment.","page_number":100,"box":{"x":59,"y":521,"width":92,"height":9}},{"id":"7c521853-25eb-4e40-ba59-f18dab1795cf","block_type":"box","text":"Dividends","page_number":100,"box":{"x":76,"y":547,"width":70,"height":9}},{"id":"f8c7bb62-261a-40ec-80f3-77ea8af135a5","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":"b8be6641-ebbf-45f6-a4d9-e1ec4d6c4be8","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":"135c3b1b-39dc-4431-bf84-d4a31033bc47","block_type":"box","text":"Differentiated voting rights","page_number":100,"box":{"x":76,"y":615,"width":193,"height":12}},{"id":"688dff86-af3d-48c2-8de1-11108b5b1aeb","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":"72851ecf-4394-4938-90c8-67f7581cecf1","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":"43dfb902-0193-409a-98a0-4691d73593a5","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":"40e31b1e-8d17-4c1c-875c-77a39a1c675e","block_type":"box","text":"periodic basis.","page_number":100,"box":{"x":59,"y":686,"width":98,"height":13}},{"id":"595d545d-1bc8-46d7-a8fc-a9ef2d9cdbb7","block_type":"box","text":"Transactions and special situations","page_number":100,"box":{"x":58,"y":713,"width":254,"height":12}},{"id":"26598f84-b91b-4e3e-bc2b-e023a39de912","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":"76fa1eb0-e8b9-47b3-9862-4eac8aeeb28e","block_type":"box","text":"proposals.","page_number":100,"box":{"x":59,"y":754,"width":71,"height":13}},{"id":"abfcc62b-1284-4870-8454-23da0e3ffb85","block_type":"box","text":"Mergers and acquisitions","page_number":100,"box":{"x":76,"y":781,"width":181,"height":12}},{"id":"202e2947-a8e4-41cc-b206-402fa3c0e0de","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":"bd8c3f58-fc9f-42ae-a6d4-d7cf748864c5","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":"a9dbe70e-c80c-4e96-b07c-6fdb8f8589a9","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":"7fc99a6e-d96b-4713-94aa-6f59b6244800","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":"db880ea8-7608-4c00-9cd9-e2d2b5eec398","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":"1b2ab97d-ef6a-4ae5-b60c-42206136c126","block_type":"box","text":"shareholders.","page_number":100,"box":{"x":59,"y":883,"width":93,"height":10}},{"id":"07c64a95-0e6a-4c53-ac4a-d6054cf597c1","block_type":"box","text":"A-10","page_number":100,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"a5f62cbd-4e91-4cc5-b4f1-c50494d51190","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":"179da079-dc27-45f5-844f-bb39412faaa9","block_type":"box","text":"Anti-takeover defenses","page_number":101,"box":{"x":75,"y":93,"width":167,"height":10}},{"id":"2a99777b-15a1-4b8f-ad2f-a149040c9cb3","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":"6dccffee-55db-4898-929f-4d24c4dff52c","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":"60d6d802-f10b-4e40-ab3e-86a3b1dbd998","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":"6d3b94d4-a77b-45b1-96f9-053c21cdaa00","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":"d743373d-813c-4935-a802-82ba61ed195d","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":"8be2497c-5204-42cc-83e2-29e9e1c0bc19","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":"3cb29207-a7b6-4b18-82a9-e504904d6602","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":"18dec1b3-9cbd-4c39-8baf-8235cf943a03","block_type":"box","text":"12 months.","page_number":101,"box":{"x":61,"y":225,"width":76,"height":10}},{"id":"927ed202-00a4-4f95-a30e-f95e1e52120b","block_type":"box","text":"Shareholder activism","page_number":101,"box":{"x":75,"y":252,"width":152,"height":10}},{"id":"2882b2d6-063b-4245-a9dd-513af7f66898","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":"95449c38-6bcd-467b-a295-e60c31795a09","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":"d940c82a-ca6b-4053-a475-900e45660934","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":"5511dea6-e4f1-4bd5-ac4b-85cd5fb93c7d","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":"70943a28-1a11-4308-b38b-1a47faf233bd","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":"28add0c5-7124-4ff1-b3b0-bc08e1633cf3","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":"042302e0-7867-4dc2-ac78-0d3f6e0d84f7","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":"982daee3-a53d-44b3-847b-2679ffcbd3b5","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":"e438c23d-48a7-4dc2-a018-1669d0b1b300","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":"237dea99-d19f-442f-b322-c9830c8dd566","block_type":"box","text":"interests.","page_number":101,"box":{"x":60,"y":427,"width":62,"height":8}},{"id":"b96e5fa7-0af0-4e1e-a994-468b21d3c305","block_type":"box","text":"Significant shareholders and related party transactions","page_number":101,"box":{"x":75,"y":452,"width":397,"height":12}},{"id":"28e6fa96-6f90-47d7-bd73-e90144169d0c","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":"0f88d549-13c4-4772-90fe-f73f77ff5bda","block_type":"box","text":"shareholders when evaluating related party transactions.","page_number":101,"box":{"x":59,"y":494,"width":397,"height":12}},{"id":"b51a1f15-8271-4c64-9f51-6da00f2b04e0","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":"dfbca785-fbab-4fcd-b36f-8166450dd2ce","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":"f4c5ea3a-17d2-4370-ac50-864e40c0c844","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":"f54ff61c-a694-4fc3-88c9-9e485cd61c8c","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":"745d7a10-3cb1-42ae-961a-e39ca75b4a91","block_type":"box","text":"Corporate reporting, risk management and audit","page_number":101,"box":{"x":59,"y":592,"width":352,"height":12}},{"id":"2e39ca49-ca56-4e68-9021-1dcf1e6e182c","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":"dec6d387-1636-41a6-b231-d46f47011cd8","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":"7ac2f81f-9a96-46b2-9b84-91e4a71b75c7","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":"03875185-42cc-4b23-819e-c2cbb8690adf","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":"bfeec089-69a6-4755-9218-bfdb584d1bbc","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":"6b63e187-71d3-4964-9ef1-a1051d53a331","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":"6474bc57-97a1-48ac-8efd-aaccf61972ec","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":"22e4720f-a430-49fe-951e-07c6f089559d","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":"88f300ac-9288-408c-a239-ac86759d8346","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":"51184816-1f37-48da-939e-38e567902076","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":"c4d72ac2-9541-4391-bf15-f4267f69a946","block_type":"box","text":"and the implications of these, disclosed.","page_number":101,"box":{"x":59,"y":781,"width":279,"height":12}},{"id":"79f01921-43a6-4775-ac8b-c50a0d5c9d2e","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":"05d74a6a-2025-4fb5-8571-22ce43a1c111","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":"cd1652fc-3bc9-4db5-8c93-0eec6ce34da3","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":"c9b65403-1e64-4364-865f-99e6c6412bfa","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":"273d4207-f701-4d56-9029-e69f0ac12b5a","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":"aba30d2f-4ac0-44b0-9370-c2fcff79f1b3","block_type":"box","text":"external audit process annually.","page_number":101,"box":{"x":59,"y":883,"width":220,"height":12}},{"id":"0e144661-5858-475a-ac9f-6bfa17908edd","block_type":"box","text":"A-11","page_number":101,"box":{"x":482,"y":916,"width":30,"height":9}},{"id":"c1fe4b14-37ca-473c-b381-5f019d8ef131","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":"5a132a79-ad15-4f72-a191-670e4c3bd42e","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":"cc5af847-2eaf-4096-8ceb-8c3d7dcaa31c","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":"f48ed012-9c2b-4752-bcb3-48b563e66efd","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":"24532ddc-0322-4902-80da-6d138dfc376b","block_type":"box","text":"preparing such reports.","page_number":102,"box":{"x":59,"y":127,"width":162,"height":12}},{"id":"512d0e66-47d5-4fa6-9239-281add2bc999","block_type":"box","text":"(9)","page_number":102,"box":{"x":223,"y":125,"width":14,"height":8}},{"id":"01411f58-ca4f-41f9-aab7-ea5a95a589e0","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":"3ebe35dc-72ac-40b1-82e8-f1c71a7f0ed7","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":"7ed20015-8c26-413d-97b4-5cf3fe1068e3","block_type":"box","text":"(10)","page_number":102,"box":{"x":856,"y":140,"width":20,"height":8}},{"id":"e6c8abd1-5fb5-46ed-bd70-d863a3aab0a2","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":"7171e58f-3a1d-47c3-92a8-3381d9b1d2c2","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":"1a9f995d-324e-48f6-8381-da9404d3fa63","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":"c7551dbf-c3e1-4e31-9bf3-408547b5ca61","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":"80f6a67d-4476-47a5-a9c6-09e75e9699ab","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":"da28e3dc-1b05-4bb3-b133-f7be408c998d","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":"ecde456b-a0f2-4fd6-9595-52d9e84533e3","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":"8fd62707-cdc2-467c-af05-9495eaa247ea","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":"f77f8daf-b031-4925-af2c-a2520848b0d1","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":"229a68e5-4ff5-4fcb-aaea-1fe1ab609b6c","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":"54f7ed76-c9da-4103-a9c7-679259ee9449","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":"9b31a9a6-5d94-41d5-8d0e-036f446819ea","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":"98b836f8-b6c4-4f38-9df5-e5771739c794","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":"5e705e2e-3703-450f-ba22-05a054378d81","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":"64bb125e-27d8-461e-857f-603e727591ac","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":"31e94ea3-16c4-41e1-af36-be426437623a","block_type":"box","text":"has not established reasonable remediation plans.","page_number":102,"box":{"x":60,"y":418,"width":349,"height":12}},{"id":"1219b7ed-5591-4f87-b0a7-ec7474e3f1d6","block_type":"box","text":"Shareholder rights and protections","page_number":102,"box":{"x":59,"y":445,"width":252,"height":12}},{"id":"eee44ffd-2077-416b-926c-039e5902a47f","block_type":"box","text":"General shareholder meetings","page_number":102,"box":{"x":76,"y":471,"width":217,"height":12}},{"id":"3366ea8b-64d1-406a-95d9-abb39e1aba37","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":"f47ba179-c829-40e8-913f-aa42305b0bbc","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":"fff1d880-1325-47ed-ad12-5b5f3cb39d7c","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":"0f8ca20f-5e1f-4ea4-996b-2e08b0098ec8","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":"f46914aa-9880-48b1-8df6-4b29a08fba42","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":"16eb9d01-5fae-4ad9-a393-7d96a8399236","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":"0f819f8a-dd3b-4abc-9d1e-46990ef99e5c","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":"237e2a1a-91cb-431a-b7dc-215d8ca5b55f","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":"b3082b28-d95a-4a4a-a851-f972a2299571","block_type":"box","text":"Bylaw amendments","page_number":102,"box":{"x":76,"y":641,"width":140,"height":12}},{"id":"ed1676be-b6de-40f4-a58a-fe082c95f2ff","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":"4a6ed4c0-b391-4f49-8c0f-ca59bd91a8da","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":"183e2e20-4e9d-4c26-83fc-80285c058b89","block_type":"box","text":"to a shareholder vote.","page_number":102,"box":{"x":59,"y":698,"width":151,"height":10}},{"id":"8fea39da-a491-4b43-81aa-1bfc87c3ac87","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":"0dc9e3d6-6786-40bf-8a8f-c177a0e19a5d","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":"8c555441-0d2f-4ef6-8af0-070a3de3bd4b","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":"0e11c07e-fb5f-4a1c-809d-58996431f860","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":"b4262d9d-ef08-4651-b116-28faa1f808f2","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":"ac4576c8-0cdb-47b2-a80f-b13d9565aa17","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":"32fadfb2-ce6e-426d-aaa2-df24c1b73aa7","block_type":"box","text":"IFRS","page_number":102,"box":{"x":895,"y":826,"width":24,"height":7}},{"id":"ab8940c8-b4c1-43c6-a909-7be9b52b4642","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":"25ef0f04-548b-4827-beb6-54d29ccdb8f6","block_type":"box","text":"and S2 “Climate-related Disclosures.”","page_number":102,"box":{"x":92,"y":851,"width":209,"height":8}},{"id":"c0460a4f-f007-4b1b-ac1b-2f6281802427","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":"f9a96afd-89b6-45f8-b528-5ab09f9ee635","block_type":"box","text":"andards/ and","page_number":102,"box":{"x":826,"y":866,"width":75,"height":8}},{"id":"e0a372d8-42dd-483c-a23b-03c83761c466","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":"f92a8a19-a379-4309-b56d-66e976356af4","block_type":"box","text":"auditing/company-reporting/corporate-sustainability-reporting_en","page_number":102,"box":{"x":92,"y":891,"width":378,"height":10}},{"id":"958680a8-0d36-4f69-8eb8-7b9e65d6d26f","block_type":"box","text":"A-12","page_number":102,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"d865fedd-bd19-408a-939c-2458c2e0352c","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":"14db4f19-e5b8-423c-900f-9ecab093b8c6","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":"66737b02-5713-4bd2-b740-0fef2921501b","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":"54db3218-368e-4fa7-8fca-42ee9f485f84","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":"b1cf2432-0599-4686-9147-bf95ae00cd59","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":"bd31c9ba-f1e1-4a94-b79c-23493bac5bb9","block_type":"box","text":"Change of domicile","page_number":103,"box":{"x":76,"y":165,"width":139,"height":12}},{"id":"0d78d2e5-827b-4d47-80c0-ccf94417f17a","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":"fe1fa9cf-902c-43fb-a210-6a1e810e6092","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":"d3eec6d7-2a1d-4f27-8fcb-1658db4c2727","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":"367f705e-3a47-4f36-bb33-ec61509a6815","block_type":"box","text":"financial interests.","page_number":103,"box":{"x":59,"y":248,"width":126,"height":10}},{"id":"d5308420-fe2c-43ac-aedb-2394dd8e2fd0","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":"67f6ff5e-9116-4d1e-bb75-f7232f35f748","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":"a7207523-8326-40eb-a770-656d111b179d","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":"48f5fe15-ab0e-47c5-8104-09c57fbbc7fe","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":"4227c5eb-f5c5-4075-8d41-2ad934c0443a","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":"c77911cf-bab2-4655-aa25-c669787b2434","block_type":"box","text":"not provided a credible argument for change.","page_number":103,"box":{"x":60,"y":373,"width":315,"height":12}},{"id":"380c0dc4-4a95-459c-b8c6-47f40d32368d","block_type":"box","text":"Shareholder proposals","page_number":103,"box":{"x":59,"y":399,"width":162,"height":13}},{"id":"9b0468e7-ca1d-4697-b6c3-dc20d556922f","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":"4d808aee-293d-4ed0-a026-9c3a63efee65","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":"55f7af87-9cd2-4fee-b342-50da23fa7a06","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":"409a6fac-837e-4423-bd86-820347b382ec","block_type":"box","text":"business.","page_number":103,"box":{"x":60,"y":471,"width":63,"height":10}},{"id":"313dca94-d634-4b1f-a24c-4aa10ca6417b","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":"e26e08da-af54-4bbd-8956-bac28d0006e2","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":"c3f7a22f-6484-44c3-90d8-559bbf088684","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":"e3797644-a071-412e-9870-f97235662a25","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":"769fc60a-8cfc-4604-92c1-ca6accb227b8","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":"ef99799f-e857-4e4d-b614-815c55f12c88","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":"b3ca3ab7-58fa-4df5-81cb-88e89436c08c","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":"2c2417a4-9624-4aa4-a081-05738d31d1bc","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":"9f37e74d-3985-47d4-b96a-104f96170542","block_type":"box","text":"generates financial returns.","page_number":103,"box":{"x":59,"y":630,"width":190,"height":12}},{"id":"8faacaff-7ff1-488a-82e0-010a7b8dcd6f","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":"ba07c5fc-8946-450d-b625-92d0b73d7ac9","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":"f7ac9adf-4ec9-4929-8ec3-56ededc990c2","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":"4eb4d866-8d55-426d-a76d-4c4e436acc99","block_type":"box","text":"on proposals put forth by others.","page_number":103,"box":{"x":59,"y":702,"width":229,"height":12}},{"id":"ed398a08-76ae-49cc-ad05-c099488692a4","block_type":"box","text":"Corporate political activities","page_number":103,"box":{"x":59,"y":728,"width":202,"height":12}},{"id":"222667ec-a078-45d3-b966-7f832d6842e1","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":"cab54dc7-a5aa-4697-b701-49b4e43a7f33","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":"efa593a7-a716-40cb-a2fd-39152fac593c","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":"ca4a4e81-8d16-4a20-bb1b-b70a72706ac6","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":"90a953e3-8ef6-44b7-90bc-ea8d44036d74","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":"d24a4f54-fa73-4f1d-b747-7366926abe21","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":"d98ebea3-6173-418c-b23f-46d8c89726ad","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":"db74b278-86b7-4c35-ae51-f4c2a391a055","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":"16175b71-2d5c-40b8-a55d-c45bd4ea20bf","block_type":"box","text":"A-13","page_number":103,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"3a2a4de7-673c-4501-9d09-057e490e8229","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":"7373c381-4fbe-440c-bb52-10055001c211","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":"8f703cb6-ab3c-4c95-9e82-0e994199bce1","block_type":"box","text":"associations on behalf of members.","page_number":104,"box":{"x":59,"y":97,"width":248,"height":10}},{"id":"377220e0-36cc-47de-b9ec-dd1523efd310","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":"58450621-76b3-44ee-85bd-f1d8cd05652a","block_type":"box","text":"address the material risk it has identified.","page_number":104,"box":{"x":59,"y":138,"width":286,"height":10}},{"id":"0c583087-ff34-4094-9ef7-dc54faf6cab7","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":104,"box":{"x":59,"y":165,"width":387,"height":12}},{"id":"fc6fb21c-2958-4304-9794-9a0b56eb11fb","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":"915c547d-a31c-42b3-af27-e2f44149b4ce","block_type":"box","text":"our experience, sustainability-related factors","page_number":104,"box":{"x":59,"y":206,"width":311,"height":13}},{"id":"f4b40275-8be2-4293-b47e-0eda001cc006","block_type":"box","text":"(11)","page_number":104,"box":{"x":372,"y":204,"width":19,"height":8}},{"id":"f9d022bf-1501-4ff3-829a-8f4e824ec409","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":"1a537391-c60d-4c74-a00d-2ea6448d05e1","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":"a6611ff6-3bee-41d4-8d2f-f49b88f2d319","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":"1866626d-41f3-46c0-84d0-956624a00849","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":"cd62cc52-ac49-451e-82a9-2c7a7fe672b7","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":"eabeae39-ea5b-464b-a5ca-590862a817aa","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":"fc009092-be57-42f3-bde0-0dc8ce2b6a4b","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":"7a3c48f5-3592-4e1c-bf20-c1b6b059ae78","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":"359a3579-f46d-4637-a86c-4eb2ce58a655","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":"809a6399-741c-4b7a-b461-aa95787439a9","block_type":"box","text":"investment.","page_number":104,"box":{"x":60,"y":355,"width":80,"height":9}},{"id":"c28152ac-4009-4388-95fb-cb4412bd487a","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":"22a627b0-cf1f-42c7-8598-a29fd9dc95f4","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":"b5b954c8-75f9-4eb2-bc2a-6506ef5b0697","block_type":"box","text":"Key stakeholders","page_number":104,"box":{"x":60,"y":422,"width":120,"height":12}},{"id":"d6b89635-3fc8-413f-92eb-5f71e9991a9d","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":"d96c0d22-382d-41af-bbbe-87d9d321a770","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":"d6bab9b7-97e3-4b8c-9e60-6b533cfec8aa","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":"1f5260ba-f705-4f8f-a343-06ec401e6e99","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":"f840b705-d748-4ea1-9eac-01cc364bb74b","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":"bc8cf194-b84d-4899-a422-e52857967fe2","block_type":"box","text":"be financially resilient over time.","page_number":104,"box":{"x":60,"y":524,"width":223,"height":12}},{"id":"8cfbc68b-97ed-4d0c-9df0-e62b35924944","block_type":"box","text":"Climate and decarbonization investment objectives","page_number":104,"box":{"x":59,"y":550,"width":367,"height":13}},{"id":"e783eabb-bc53-4583-9355-6e2222b1a559","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":"8dbe53cc-0f21-42bf-8241-6b2b72b988bd","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":"e401ab5c-be5e-4ac1-91b6-1497e18b811e","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":"1f6379c4-4ab0-4251-b790-ab6cc222c53d","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":"efbf9c7f-1a1a-4bd9-9710-381f6fba8c98","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":"b148b75c-4ea6-4e9e-9726-d3fded01808a","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":"535387ef-e64a-42d3-b11f-70b60a1d7f26","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":"1f49cea7-4760-4151-b5f2-27f5dcc461dc","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":"3022828b-126b-47d2-b41d-21422241c005","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":"5c117989-7382-406f-b175-ea771987bdcd","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":"d783548c-b256-4d5d-881b-8424d0fbf716","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":"1d9e59db-23a7-42a0-ac13-c3b6191b84de","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":"19e3c720-1d76-4298-8ab1-78d168fc045e","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":"8d5a8571-3b42-430b-a513-a0fa71c4a7a5","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":"a1fea292-6252-4c6c-8191-ca3fe8ef6b45","block_type":"box","text":"del that","page_number":104,"box":{"x":885,"y":816,"width":42,"height":7}},{"id":"8b8f85be-d9d6-42a8-9f49-79fcead46728","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":"44ee1914-f80f-4af4-9021-86db0401a3a2","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":"bf832e1f-628a-45c0-90ff-0d63126ed214","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":"f1844eb3-3328-485b-b1c6-06a79f232211","block_type":"box","text":"e","page_number":104,"box":{"x":910,"y":856,"width":6,"height":5}},{"id":"64dba714-ae25-4ccf-abe7-f53482510c8b","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":"04d43a44-658e-490b-b68b-42cf73582c40","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":"d1746809-9267-4a6d-8ef8-417602a2197e","block_type":"box","text":"onsider","page_number":104,"box":{"x":878,"y":879,"width":46,"height":7}},{"id":"3baf7157-e94f-42fd-9c7a-12576c8fe221","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":"e659ea0f-7f09-439b-8d3b-b91520049c65","block_type":"box","text":"A-14","page_number":104,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"7aa9dc74-a8da-4738-b529-a142d2e9abd5","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":"85a9ef68-8bc8-4783-a9bb-9c810908fd0e","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":"182a5fba-4480-4a5c-a81a-4d9419893c53","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":"d712cfd7-332e-4e2e-bc63-b225b0fc589d","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":"6ff81778-8439-4616-bc32-45ad927bd5bd","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":"8c25e6c3-4a61-4cf1-bd09-e14983c74196","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":"1883a7f0-141d-4d8e-b1c3-c3cf4fc51dfc","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":"a8351d09-87ca-4626-943f-46db4a30d64c","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":"a7257327-50c0-43d7-9a69-09283733c703","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":"b4a2102c-83bd-4288-8cf6-9df7e2888eb0","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":"8982a307-2f7d-4058-b737-35e403bd6b31","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":"80635aaa-d8fd-4561-b9cf-60464d6fe8dd","block_type":"box","text":"guidelines.","page_number":105,"box":{"x":59,"y":244,"width":74,"height":13}},{"id":"ec2c9c79-613b-44dc-a520-f06885dc1011","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":"74c6b987-06cf-44c9-a81e-336ec5e65acc","block_type":"box","text":"strategies","page_number":105,"box":{"x":59,"y":286,"width":70,"height":12}},{"id":"ca012153-e795-4a6e-aae7-990a3761ce96","block_type":"box","text":"Oversight","page_number":105,"box":{"x":76,"y":312,"width":69,"height":13}},{"id":"d465e847-82a6-44e8-be3d-3ca20fe3dfb7","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":"ae931bbb-8892-454f-94d7-933d36ace049","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":"eea06a2b-7e85-48df-b290-486c91504e78","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":"8260521e-7280-488c-a2f8-a86cef336a21","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":"4890f1bf-65f8-4277-9c26-1147725be0cd","block_type":"box","text":"reporting lines, and oversight.","page_number":105,"box":{"x":60,"y":399,"width":206,"height":13}},{"id":"132af3c3-d676-43b8-ab22-0281324105f5","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":"8226b5f0-dbf2-4500-a65d-88c4e7f38eef","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":"0ad71edf-8c98-4b79-bace-24a39a081d83","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":"84cac459-d430-426a-ad9b-d8503cfdfecf","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":"9dc75552-d512-44ba-a4f6-6fe6f0e22267","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":"2a5351d8-7c96-4a79-a12f-336fcc3fac04","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":"b632f364-0d21-4b3c-ae6b-cec364a57422","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":"f9b5b522-b075-4ce3-a5f7-5b4bced032be","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":"95581f4e-224e-40dd-8604-79a58ebf4b73","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":"c6425967-9fc9-4ed6-967b-aa07db0f76d2","block_type":"box","text":"Voting guidelines and vote execution","page_number":105,"box":{"x":75,"y":584,"width":267,"height":13}},{"id":"5e50e7d9-a3b4-4217-b22f-0491e27ef3fe","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":"eb8a32cd-7905-47b0-9479-20ce185c5ee2","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":"a977308b-f782-40de-bbf4-8dac427b0db9","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":"b5702840-aba1-49e7-96cf-ddf6d1c8fb7c","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":"ba22dfe6-8827-4f67-8e6c-551f4625e49c","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":"e9a78597-b04b-45e6-b47c-577bb009d9c2","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":"29cea966-a945-43af-b2bf-eb66a6e61e50","block_type":"box","text":"below).","page_number":105,"box":{"x":60,"y":702,"width":50,"height":12}},{"id":"97c41662-ad79-40c0-b499-e8227eea4665","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":"1db08deb-b8b0-4c42-af36-43df3471c451","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":"860348f6-c385-43c4-8844-cd01f416b48b","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":"505aa361-99d3-461f-afb7-7ba85f192260","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":"996198d9-db0a-4c87-934c-50096187be2f","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":"16444e68-d41e-45fc-8529-a953ebc88116","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":"e82afe72-b329-47bd-abbe-7667f2dc75c3","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":"c3fa21c3-01e4-4f4b-83b0-146b36770bf5","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":"076aad24-9bba-474a-bb20-244be40c1b46","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":"b6adbadf-c75f-4277-ad28-2858f3bc95ea","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":"328e563c-1ed9-4542-876b-b76213cd4e5c","block_type":"box","text":"A-15","page_number":105,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"40aa04a4-4380-423c-973f-671d38877d7d","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":"55715a97-8840-4cbc-847d-179853e603ff","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":"ab61f206-2de8-472b-99b4-7017cbdb56bf","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":"45f60fea-78aa-40e8-8c9e-53d2da0c5f2f","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":"f4cf376c-a40c-4422-9709-32dacaa9a292","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":"17ec9af6-1bc1-4ef4-8597-08d7a20474a0","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":"bb4571a0-6bf6-4374-890c-27ef6ea5d03b","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":"c5d3e815-50c6-4429-8a18-20203e839346","block_type":"box","text":"burdensome administrative requirements.","page_number":106,"box":{"x":60,"y":172,"width":292,"height":13}},{"id":"1c420d6f-bea1-4ca9-892e-d62ce5692117","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":"6d873f88-5fcb-432b-b148-405d55168873","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":"80c7a25a-51d6-45a9-b50a-ecba7c9cd88e","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":"17e98324-25ff-419f-9c3d-663c13faeab2","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":"c95a872a-6096-47ea-ab34-b553c799a63a","block_type":"box","text":"Voting Choice","page_number":106,"box":{"x":75,"y":271,"width":101,"height":12}},{"id":"a535299d-2285-4341-835d-87cce723318d","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":"3c5dde23-4396-4e50-bdf1-54b1f93bb0cb","block_type":"box","text":"voting process where legally and operationally viable.","page_number":106,"box":{"x":59,"y":312,"width":372,"height":13}},{"id":"9c7c2b77-2835-46fb-8141-a54bc9eba006","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":"c26f2ae0-fb4c-4ce8-85c2-06df5cee9663","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":"eae66d5e-aa2d-4ed7-8dda-fd55e782dec0","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":"7cba0da7-6b3f-4ecf-9103-1ea0ae8f60ef","block_type":"box","text":"(12)","page_number":106,"box":{"x":825,"y":367,"width":21,"height":8}},{"id":"845503c8-5a32-487d-9e2b-a62e64082838","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":"ea566661-14d2-4104-bdae-0c575e9d1ca1","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":"34cecadc-f5cd-49bc-811f-bad46745ad73","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":"420a384b-9f58-4a17-bba8-9506a9742a79","block_type":"box","text":"because of Voting Choice.","page_number":106,"box":{"x":60,"y":441,"width":180,"height":12}},{"id":"0f3672a3-49b4-47c8-b20c-37c1b8d73a7d","block_type":"box","text":"(13)","page_number":106,"box":{"x":242,"y":439,"width":20,"height":8}},{"id":"081ee135-e1e9-4303-80f3-57588f027568","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":"34596428-f25d-4145-9d10-c371ae795bad","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":"090b21d2-cce3-4766-89ae-84b1fd8f66cb","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":"65ea33b7-163e-4406-8559-49bf99eb7f3a","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":"242d504b-961d-4ee7-88da-12dce5691d71","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":"1d5e5383-b54c-4421-a9e2-ad657f10a92b","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":"c226aa22-4ce6-4fdf-bacd-f4055975e001","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":"e3cea628-45bf-4d69-9def-1b567fd0310d","block_type":"box","text":"on behalf of clients.","page_number":106,"box":{"x":59,"y":584,"width":136,"height":10}},{"id":"2edaa30c-5a0c-4117-a178-3f8f71feb7a0","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":"a4f5467d-b9df-48e9-8be1-8114badf2e18","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":"5974e5d8-cc9e-4fe2-8567-bb4ca008691e","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":"5c7604ab-b067-4361-8ea3-391b21eb32c8","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":"ed65ae09-8f2a-42b7-a256-7e81282da817","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":"cb49a750-ce82-4665-8100-66f9b924b4f4","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":"0222ad4b-95e7-4c3e-bd96-95cd63141254","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":"fada57cd-866b-4488-a9dc-0046adf5420b","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":"99a3b3ef-28f4-4945-850b-6228f82a0389","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":"e6cdf863-42c2-4ae2-abbc-813199049600","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":"ac4feb1e-f7fa-492d-b2b2-cba04a89828e","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":"d8b43c8f-fa6d-4bc0-8132-3315dfb1e63b","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":"41dd5ab1-ed94-47da-b048-b9e709c412b4","block_type":"box","text":"heir","page_number":106,"box":{"x":898,"y":863,"width":20,"height":8}},{"id":"62c668e6-a3b3-4855-950a-252c4dcbbf55","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":"7b4726cb-3529-46bd-8905-adb172ff5ac8","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":"b3191137-5fb0-4ea5-b8df-17cb6e0e2985","block_type":"box","text":"A-16","page_number":106,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"12d182e1-f31d-429c-86fb-7898ceb746cf","block_type":"box","text":"Conflicts management policies and procedures","page_number":107,"box":{"x":76,"y":67,"width":340,"height":12}},{"id":"fcfd9f9f-0650-4a85-ae54-9634a3230518","block_type":"box","text":"BlackRock maintains policies and procedures that seek to prevent undue influence on BAIS’ proxy voting activity. Such","page_number":107,"box":{"x":60,"y":93,"width":826,"height":12}},{"id":"3fd9f7ff-80f9-42aa-b40d-ffa2786a2d18","block_type":"box","text":"influence might stem from any relationship between the investee company (or any shareholder proponent or dissident","page_number":107,"box":{"x":60,"y":108,"width":829,"height":13}},{"id":"9a630173-4c80-48ff-9fc6-aeeb398f0cd9","block_type":"box","text":"shareholder) and BlackRock, BlackRock’s affiliates, a Fund or a Fund’s affiliates, or BlackRock employees. The following are","page_number":107,"box":{"x":59,"y":123,"width":856,"height":13}},{"id":"543c4e5f-4ba2-44d1-bd25-cdb20ad87026","block_type":"box","text":"examples of sources of perceived or potential conflicts of interest:","page_number":107,"box":{"x":59,"y":138,"width":460,"height":13}},{"id":"903ecec1-1c97-43e9-936a-b440dc27edb6","block_type":"box","text":"• BlackRock clients who may be issuers of securities or proponents of shareholder resolutions","page_number":107,"box":{"x":92,"y":159,"width":676,"height":12}},{"id":"ea8ecc1a-87b4-4580-a819-80c5a0facd43","block_type":"box","text":"• BlackRock business partners or third parties who may be issuers of securities or proponents of shareholder","page_number":107,"box":{"x":92,"y":179,"width":781,"height":12}},{"id":"50075a6e-2f6d-4dec-bdd2-59fb3a564dac","block_type":"box","text":"resolutions","page_number":107,"box":{"x":125,"y":194,"width":76,"height":10}},{"id":"ce18317a-ba56-42ae-8a1b-0bfb48fb7ec3","block_type":"box","text":"• BlackRock employees who may sit on the boards of public companies held in Funds managed by BlackRock","page_number":107,"box":{"x":92,"y":214,"width":785,"height":12}},{"id":"30946090-bc0d-4e6a-b0d7-b6f53889438e","block_type":"box","text":"• Significant BlackRock, Inc. investors who may be issuers of securities held in Funds managed by BlackRock","page_number":107,"box":{"x":92,"y":234,"width":779,"height":13}},{"id":"05da8efb-3ea6-4a0c-8cd3-6efa1d29b9d2","block_type":"box","text":"• Securities of BlackRock, Inc. or BlackRock investment funds held in Funds managed by BlackRock","page_number":107,"box":{"x":92,"y":254,"width":713,"height":13}},{"id":"6b656d7e-106c-4d33-bcb0-ac179c429d1c","block_type":"box","text":"• BlackRock, Inc. board members who serve as senior executives or directors of public companies held in Funds","page_number":107,"box":{"x":92,"y":274,"width":801,"height":13}},{"id":"5684e842-b1fe-4795-a9e3-dc514f62a3bf","block_type":"box","text":"managed by BlackRock","page_number":107,"box":{"x":125,"y":290,"width":162,"height":12}},{"id":"fc535465-8212-4c28-aad4-bd30b173800b","block_type":"box","text":"BlackRock has taken certain steps to mitigate perceived or potential conflicts including, but not limited to, the following:","page_number":107,"box":{"x":60,"y":316,"width":839,"height":12}},{"id":"b5112313-e806-488e-a6ab-5a86fc0073a3","block_type":"box","text":"• Adopted these Guidelines which are designed to advance our clients’ long-term financial interests in the companies","page_number":107,"box":{"x":92,"y":336,"width":842,"height":13}},{"id":"7ca2aeeb-8603-4a29-b933-fe61fa665b4c","block_type":"box","text":"in which BlackRock invests on their behalf","page_number":107,"box":{"x":125,"y":351,"width":294,"height":10}},{"id":"c91ea1b3-ebab-401b-8c94-9c4bb2076270","block_type":"box","text":"• Established a reporting structure that separates BAIS from employees with sales, vendor management, or business","page_number":107,"box":{"x":92,"y":371,"width":834,"height":13}},{"id":"c0a439ae-cb3e-4ffb-bc3c-0bb7fa819896","block_type":"box","text":"partnership roles. 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":"fae74e73-1087-4960-938c-c1b76d8462fd","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":"34fd4d4f-b99b-4ca7-a63f-eb449451cf59","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":"3797c5ae-9160-4161-a938-2e8a6599fd64","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":"59123dd7-e1f1-468e-9405-631a149b20cc","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":"e53a2abc-3c9b-4702-bd3e-d630feca2e0c","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":"1d047dfe-9843-4b7f-9643-1e64bf058dc9","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":"95efb651-5ce6-4e1e-aa1f-0adb0fb788c6","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":"99ffcdf8-2f25-47e3-9f03-8cf6c84e7393","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":"0ab211f1-4ed4-4804-a308-a4fdf0d9e011","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":"20b0b991-849a-4771-a727-ae90f06826c5","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":"ee183c94-1794-4c7e-b130-81df230f57f1","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":"0af714e1-835a-4cb7-abbf-390f30d8f906","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":"0481fde9-1b15-4fd7-89c7-47c77a3ae3b7","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":"f21dc0ac-6b98-49fb-9246-35f57af70284","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":"b1ab49bf-d400-4902-8fe8-5d8fcd721298","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":"a47971ac-83c0-48b1-ace2-efab2620385d","block_type":"box","text":"or potential conflicts of interest, including:","page_number":107,"box":{"x":124,"y":634,"width":296,"height":12}},{"id":"ff5ecc77-e588-4126-b84a-7b8441ca2ff8","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":"48ed23a6-fc2c-4c61-bbe4-734efa1aeac3","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":"475e6167-9e32-4eea-9e11-bd1c5fe4a822","block_type":"box","text":"the board of directors","page_number":107,"box":{"x":189,"y":689,"width":151,"height":10}},{"id":"cb76116e-75cd-4c82-bf8d-b7ed87386323","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":"cf770acc-0e21-4a97-828e-311d934e9c53","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":"fea3bde9-29f4-4c60-ad66-dee0ac84b7e2","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":"4304a84a-9926-410b-8bd1-d7faa729e5d8","block_type":"box","text":"party voting service provider","page_number":107,"box":{"x":190,"y":765,"width":198,"height":12}},{"id":"f076aaaf-f040-4a8b-84ca-7f6a2c4a6d85","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":"da93f4ed-65d9-4a98-a1f9-4b710fdf9906","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":"bce91388-fbd6-4faa-9522-eae97c00b630","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":"21c4f66e-0568-41e2-ad2a-0d030155a1b4","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":"50842bf3-c54d-4f3d-9750-2b899b69fac7","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":"fb0c1438-1dbc-4d60-b4f0-86ab7a024019","block_type":"box","text":"A-17","page_number":107,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"55322849-b17d-40da-b6d4-33437984b5d1","block_type":"box","text":"Securities lending","page_number":108,"box":{"x":75,"y":67,"width":128,"height":12}},{"id":"b6aeec4a-3d3a-4187-8302-59c6f57792d3","block_type":"box","text":"If authorized, BlackRock acts as a securities lending agent on behalf of its clients. Securities lending is a well-regulated","page_number":108,"box":{"x":60,"y":93,"width":824,"height":12}},{"id":"ea212ad2-2917-40d5-a930-aa3fdf85b983","block_type":"box","text":"practice that contributes to capital market efficiency. It also enables funds to generate additional returns which in turn may","page_number":108,"box":{"x":59,"y":108,"width":861,"height":13}},{"id":"4a101349-e67f-4ab9-969a-5b52434e0016","block_type":"box","text":"allow fund providers to offset fund expenses.","page_number":108,"box":{"x":59,"y":123,"width":314,"height":13}},{"id":"0c7f136c-7a19-4301-8d4c-d0952df2103a","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":108,"box":{"x":59,"y":150,"width":866,"height":12}},{"id":"c702bcd9-8f46-41fe-a76a-0c94cacd0abd","block_type":"box","text":"determine to recall them to allow for voting. This decision is guided by our fiduciary duty as an asset manager to our clients","page_number":108,"box":{"x":59,"y":165,"width":865,"height":12}},{"id":"5a65e9b9-aebd-49d6-b177-25095092cc57","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":"1b258ea5-34c4-47d6-acf7-dfeee90678a3","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":"c25761f4-16b7-4d87-a17c-259175c8a74b","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":"4802bf67-098d-43a3-9663-234bcdaf3068","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":"5784375b-8b65-417a-b8bd-17720cb95049","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":"40a90448-943d-49c3-b65b-c6c36ae1c8ea","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":"11257365-d27e-4ec2-9ad8-077b50c8a109","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":"a64115b5-709e-4c99-8f1b-c224d6d854ee","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":"6ab89653-411a-47f7-b76c-ba7ed705af9f","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":"f58c82e4-0470-4b2d-a10e-f160522370e3","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":"60dfcfed-bc5d-48d1-9ea0-ea38578a34a3","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":"fdb8821d-b048-46a2-877a-aebe6cb43f00","block_type":"box","text":"modify it as necessary.","page_number":108,"box":{"x":60,"y":369,"width":156,"height":12}},{"id":"a557276c-c30c-44cd-9e86-e79642d0dccb","block_type":"box","text":"Reporting and vote transparency","page_number":108,"box":{"x":76,"y":395,"width":236,"height":13}},{"id":"466c76ee-4581-4c45-9675-084967ee667f","block_type":"box","text":"BAIS is committed to transparency in the stewardship work we do on behalf of clients. We inform clients about our","page_number":108,"box":{"x":60,"y":422,"width":803,"height":12}},{"id":"c8542618-ce59-407a-a602-8ec21e0b8844","block_type":"box","text":"engagement and voting policies and activities through direct communication and disclosure on our website.","page_number":108,"box":{"x":59,"y":437,"width":758,"height":12}},{"id":"b19301f0-20ac-4d7b-8dac-53b3da9ffcdc","block_type":"box","text":"Want to know more?","page_number":108,"box":{"x":59,"y":463,"width":149,"height":10}},{"id":"2b9d10b9-50d5-43f6-9cbe-98f3e00b309a","block_type":"box","text":"blackrock.com/stewardship | ContactActiveStewardship@blackrock.com","page_number":108,"box":{"x":60,"y":490,"width":511,"height":13}},{"id":"1e4ecb9b-d480-491f-a31e-ccabbb8b5ae2","block_type":"box","text":"The document is provided for information purposes only and is subject to change. Reliance upon this information is at the","page_number":108,"box":{"x":59,"y":516,"width":855,"height":13}},{"id":"9d90b6d9-019b-42ae-9e94-ade5db190c68","block_type":"box","text":"sole discretion of the reader.","page_number":108,"box":{"x":59,"y":531,"width":197,"height":10}},{"id":"679ce8ed-637e-448b-b642-3d7d291de6db","block_type":"box","text":"Prepared by BlackRock, Inc.","page_number":108,"box":{"x":60,"y":558,"width":190,"height":12}},{"id":"1841a83c-c2a1-4dc8-bba5-759f0e45f3e6","block_type":"box","text":"©2025 BlackRock, Inc. 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to the principles outlined in this Policy, as part of BlackRock’s authority","page_number":109,"box":{"x":59,"y":526,"width":878,"height":13}},{"id":"df194f08-4e5c-41c7-a794-c20296740748","block_type":"box","text":"to manage, acquire and dispose of account assets, all as contemplated by the Funds’ respective investment management","page_number":109,"box":{"x":59,"y":542,"width":849,"height":12}},{"id":"80fce265-30e0-4871-944f-2c3fce3dbe56","block_type":"box","text":"agreements.","page_number":109,"box":{"x":59,"y":558,"width":86,"height":11}},{"id":"99d91c42-d25b-4909-978b-f2470c9d98df","block_type":"box","text":"BlackRock has adopted the BlackRock Investment Stewardship Global Principles for Benchmark Policies (as from time to time","page_number":109,"box":{"x":60,"y":583,"width":876,"height":12}},{"id":"c504822a-1eff-4844-bc70-8fd033bd0d09","block_type":"box","text":"amended, the “Guidelines”) governing proxy voting by index equity Funds managed by BlackRock, except for the 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In addition, BlackRock has adopted guidelines and procedures (as from time to time amended, the","page_number":109,"box":{"x":59,"y":613,"width":822,"height":13}},{"id":"fd79b6a3-73d0-4728-b32e-7a773100b3ad","block_type":"box","text":"“BlackRock Climate and Decarbonization Stewardship Guidelines”) governing proxy voting for matters covered in the","page_number":109,"box":{"x":59,"y":628,"width":818,"height":13}},{"id":"3b23df4a-d848-4669-a1ac-d708cd159eb6","block_type":"box","text":"BlackRock Climate and Decarbonization Stewardship Guidelines by the Funds listed in Appendix A.","page_number":109,"box":{"x":60,"y":644,"width":689,"height":12}},{"id":"843944d8-7d34-4c64-af32-16d038758a3e","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":109,"box":{"x":60,"y":670,"width":876,"height":12}},{"id":"ec68813f-12eb-4628-8558-631cb68fd580","block_type":"box","text":"held by each such Fund (or may refrain from voting) in accordance with the Guidelines and the BlackRock Climate and","page_number":109,"box":{"x":60,"y":685,"width":828,"height":13}},{"id":"08869e79-e79a-49a0-9a33-899d0874dfc3","block_type":"box","text":"Decarbonization Stewardship Guidelines, as applicable.","page_number":109,"box":{"x":60,"y":700,"width":384,"height":13}},{"id":"8237c990-2d20-495a-9fc3-08adf92b0bee","block_type":"box","text":"Conflicts Management","page_number":109,"box":{"x":59,"y":727,"width":164,"height":12}},{"id":"6799c38f-42c5-4cb5-969c-977560ee27f5","block_type":"box","text":"BlackRock Investment Stewardship (“BIS”) maintains policies and procedures that seek to prevent undue influence on","page_number":109,"box":{"x":60,"y":753,"width":823,"height":13}},{"id":"0de30b1b-4049-4ebe-9be7-adbbe43a2565","block_type":"box","text":"BlackRock’s proxy voting activity and to mitigate material conflicts of interest in the exercise of proxy voting responsibilities.","page_number":109,"box":{"x":60,"y":768,"width":864,"height":13}},{"id":"89262174-f4a8-4b8c-bc61-56bf8dfd83d7","block_type":"box","text":"Potential material conflicts, and the resultant potential for undue influence, might be due to a relationship between the","page_number":109,"box":{"x":60,"y":783,"width":830,"height":13}},{"id":"649ecf19-1948-48e7-a73f-21fa8d81f72f","block_type":"box","text":"investee company (or any shareholder proponent or dissident shareholder) and BlackRock, BlackRock’s affiliates or","page_number":109,"box":{"x":60,"y":799,"width":802,"height":12}},{"id":"b39c668a-1ec3-4244-b49d-193ee2ce6795","block_type":"box","text":"employees, or a Fund or a Fund’s affiliates. BlackRock has taken certain steps to mitigate potential conflicts, which are","page_number":109,"box":{"x":59,"y":814,"width":826,"height":12}},{"id":"4effb4cf-b696-4dc3-8143-57df2253d8ac","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":"868ea4ab-9b2c-45f2-8cdf-779aee6ee6bc","block_type":"box","text":"Philosophy on investment stewardship . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-22","page_number":111,"box":{"x":140,"y":218,"width":717,"height":12}},{"id":"9e42e05d-56ed-4d66-acec-ed6223e247ed","block_type":"box","text":"Key governance topics","page_number":111,"box":{"x":140,"y":237,"width":156,"height":12}},{"id":"bb1824a8-bb0f-4976-9af0-7a9abc54b462","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-23","page_number":111,"box":{"x":299,"y":237,"width":558,"height":9}},{"id":"a7079d9f-670c-4899-a8ce-d6e9e63bf664","block_type":"box","text":"Boards and directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-24","page_number":111,"box":{"x":140,"y":256,"width":718,"height":9}},{"id":"44d3bfed-eac7-4656-a115-764bf028879f","block_type":"box","text":"Auditors and audit-related issues","page_number":111,"box":{"x":139,"y":274,"width":232,"height":10}},{"id":"f220777e-c342-4664-bc03-7e8438fb6edd","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-26","page_number":111,"box":{"x":378,"y":275,"width":480,"height":9}},{"id":"21ec8d46-a69c-48e8-b84b-6c4d69d28503","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":"23302ecf-e209-4459-91e1-5508a82b3d28","block_type":"box","text":"Shareholder proposals","page_number":111,"box":{"x":140,"y":350,"width":156,"height":12}},{"id":"4f532457-38ca-4b22-a999-98a738829a70","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-28","page_number":111,"box":{"x":299,"y":351,"width":558,"height":9}},{"id":"5970a266-4b44-44d3-80ac-c2182d260a94","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":111,"box":{"x":140,"y":369,"width":373,"height":12}},{"id":"bcad1bd9-fa06-4d1e-abc5-f97718279f54","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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BlackRock offers a range of proxy voting","page_number":111,"box":{"x":59,"y":500,"width":842,"height":12}},{"id":"fc026588-bd00-4208-8fe1-310ac9dcb093","block_type":"box","text":"policies to reflect clients’ individual investment choices and goals.","page_number":111,"box":{"x":59,"y":515,"width":459,"height":12}},{"id":"014e4ac0-0298-4311-84be-c16aa1d77ea8","block_type":"box","text":"BlackRock Investment Stewardship (BIS) is responsible for stewardship activities in relation to clients’ assets invested in index","page_number":111,"box":{"x":60,"y":542,"width":876,"height":12}},{"id":"17f43aa9-3ccc-4ce4-b6be-667657d8ec00","block_type":"box","text":"equity strategies. BIS takes a long-term approach in our stewardship efforts, reflecting the investment horizons of the","page_number":111,"box":{"x":59,"y":557,"width":819,"height":12}},{"id":"f9bacf08-b8f4-4bcf-8124-ddaba5c45836","block_type":"box","text":"majority of our clients. 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Reporting on our activities to inform clients","page_number":111,"box":{"x":59,"y":713,"width":353,"height":12}},{"id":"661f21f8-1d37-440b-a666-2c8c010e55bf","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":"a00422f7-6ed0-47ee-a653-4c659a083588","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":"bc0f98c7-3ee2-4eba-9d61-6fcbe9b818da","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":"d6b425c6-dc6a-45de-91d6-0343b3f44b76","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":"b4eff7d1-ae21-4b82-9d3c-3ea8ba0eccec","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":"04980cad-34f3-4f4c-a9ae-bcca1d436304","block_type":"box","text":"A-21","page_number":111,"box":{"x":482,"y":916,"width":31,"height":9}},{"id":"f5202d86-e5f3-4186-8827-2e6cd975985b","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":"718c0e3c-5efc-4703-8d86-f9260461dd04","block_type":"box","text":"advancing clients’ long-term financial interests.","page_number":112,"box":{"x":59,"y":82,"width":331,"height":12}},{"id":"2f5a8001-edbb-4bfd-be6e-83e046476a82","block_type":"box","text":"(2)","page_number":112,"box":{"x":392,"y":80,"width":14,"height":8}},{"id":"f36bb17e-05f3-46a1-966a-5b6c9493c2d5","block_type":"box","text":"Philosophy on investment stewardship","page_number":112,"box":{"x":60,"y":108,"width":277,"height":13}},{"id":"3c7c8399-c420-47bb-8b8e-82389781b41e","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":"fa059daa-2d9c-41ea-b863-d4fbac81dcf9","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":"be5ff1d5-2da2-4ec0-8f52-3656b78b49a3","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":"cfcb2aae-104c-4d13-9f40-42be40aeadd3","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":"5bdb0177-0f46-4a7e-be27-6c3e27f4423f","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":"1826c284-ccff-41f2-886d-92f83d4c11f8","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":"d7e9df89-feac-4e7c-ac12-883c41a1dad0","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":"b9aa8851-b9cc-4123-8cd0-27a51bb61dbc","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":"48e57abf-bbb8-40fa-aa33-7f452d74c1e6","block_type":"box","text":"goals.","page_number":112,"box":{"x":59,"y":467,"width":40,"height":13}},{"id":"649e12dc-e35f-46d7-aa4e-e1cf4ad1ff90","block_type":"box","text":"Voting at a company’s shareholder meeting is a right of share ownership and a core principle of corporate governance. As a","page_number":112,"box":{"x":59,"y":494,"width":865,"height":12}},{"id":"d7f1c0c6-36fb-45fd-9a83-bed0185c49d6","block_type":"box","text":"fiduciary, BlackRock is legally required to make proxy voting determinations in a manner that is consistent with the","page_number":112,"box":{"x":59,"y":509,"width":802,"height":12}},{"id":"1ce91958-32a4-4cd1-a4ed-7d0d529f138b","block_type":"box","text":"investment objectives of clients who have delegated voting authority to us. BIS’ Benchmark Policies, and the vote decisions","page_number":112,"box":{"x":60,"y":524,"width":858,"height":12}},{"id":"1bb613b5-4404-4795-b4ec-c1439731ee04","block_type":"box","text":"made consistent with those policies, reflect our reasonable and independent judgment of what is in the long-term financial","page_number":112,"box":{"x":60,"y":539,"width":861,"height":12}},{"id":"65780bf7-71bb-4337-98d6-add43b75848e","block_type":"box","text":"interests of clients. Our vote decisions are often informed by several factors, including in-depth analysis of company","page_number":112,"box":{"x":60,"y":554,"width":810,"height":13}},{"id":"a563c179-34ee-4d98-b7d0-9c8e697dce57","block_type":"box","text":"disclosures, comparisons against industry peers, third-party research, and, where appropriate, engagement with companies.","page_number":112,"box":{"x":59,"y":569,"width":871,"height":13}},{"id":"0e904ab9-941c-468c-93e9-53436ae0005f","block_type":"box","text":"Generally, BIS supports the vote recommendations of the board of directors and management at companies which have","page_number":112,"box":{"x":59,"y":596,"width":839,"height":12}},{"id":"fa195ea7-4b28-41c6-a164-d35ef3225f7a","block_type":"box","text":"sound corporate governance and deliver strong financial returns over time. When we determine it is in our clients’ financial","page_number":112,"box":{"x":59,"y":611,"width":859,"height":12}},{"id":"e4dd9f2d-1e5b-42f0-ae3f-423a199b5a14","block_type":"box","text":"interests to convey concern to companies through voting, we may do so in two forms: we might not support the election of","page_number":112,"box":{"x":60,"y":626,"width":865,"height":12}},{"id":"93124ba1-443d-4957-88b6-aee038bb7adf","block_type":"box","text":"directors or other management proposals, or we might not support management’s voting recommendation on a shareholder","page_number":112,"box":{"x":59,"y":641,"width":878,"height":12}},{"id":"bed2c35d-98c5-4a78-9f7b-14753f0c401c","block_type":"box","text":"proposal.","page_number":112,"box":{"x":59,"y":656,"width":64,"height":13}},{"id":"05ce2876-dae3-44d6-a96e-2b2c91003e2d","block_type":"box","text":"Shareholder rights","page_number":112,"box":{"x":59,"y":683,"width":133,"height":12}},{"id":"efd605a4-07d0-41be-aafe-24e1e478aefb","block_type":"box","text":"BlackRock’s global approach as a shareholder on behalf of our clients is underpinned by certain rights attached to","page_number":112,"box":{"x":60,"y":709,"width":794,"height":12}},{"id":"ead7213d-5f77-4000-b323-31ccc592acfa","block_type":"box","text":"shareholding in most markets, as established by corporate laws, regulations, and listing rules.","page_number":112,"box":{"x":59,"y":724,"width":653,"height":13}},{"id":"c39f9feb-18fe-4f74-9837-df495dd3cd5e","block_type":"box","text":"(3)","page_number":112,"box":{"x":713,"y":722,"width":14,"height":8}},{"id":"36ecb36d-7bac-45b0-997e-b50cc08dafdc","block_type":"box","text":"For example, in most","page_number":112,"box":{"x":734,"y":724,"width":145,"height":13}},{"id":"f20ed375-921d-4d6e-9e41-8a7b8765f9a0","block_type":"box","text":"markets, shareholders have the right to:","page_number":112,"box":{"x":60,"y":739,"width":276,"height":13}},{"id":"3760985a-b8c8-4fcc-94c4-cf8903dae770","block_type":"box","text":"• Vote to elect, remove, and nominate directors, approve the appointment of the auditor, and amend the corporate charter","page_number":112,"box":{"x":59,"y":760,"width":878,"height":12}},{"id":"4b9215e1-a596-446e-bcdb-0264bdc0762f","block_type":"box","text":"or bylaws.","page_number":112,"box":{"x":92,"y":775,"width":69,"height":12}},{"id":"19e3102b-a8fc-4958-97f6-fb92b8de4a48","block_type":"box","text":"• Vote on key board decisions that are material to the protection of their investment, including but not limited to, changes","page_number":112,"box":{"x":59,"y":795,"width":873,"height":12}},{"id":"583da397-84b5-4b2e-b3d7-90d0e8496d59","block_type":"box","text":"to the purpose of the business, dilution levels, and pre-emptive rights.","page_number":112,"box":{"x":91,"y":810,"width":489,"height":12}},{"id":"44eaac89-598b-4fd1-9e53-5a1c5980f112","block_type":"box","text":"(2) Alongside the Global Principles and regional voting guidelines, BIS publishes Engagement Priorities which reflect the five themes on which we mo","page_number":112,"box":{"x":59,"y":838,"width":848,"height":10}},{"id":"f4f37f04-5573-49f0-9998-cc6288dae174","block_type":"box","text":"st","page_number":112,"box":{"x":908,"y":839,"width":10,"height":7}},{"id":"df63d647-0366-4968-968f-813b51bf7895","block_type":"box","text":"frequently engage companies, where they are relevant, as these can be a source of material business risk or opportunity.","page_number":112,"box":{"x":91,"y":851,"width":674,"height":10}},{"id":"f44e4547-195e-4f35-910c-4344f39eadf0","block_type":"box","text":"(3) Examples include: Government of Canada, “Canada Business Corporations Act,” amended 2024; European Union, “Shareholder Rights Directive II,”","page_number":112,"box":{"x":59,"y":866,"width":855,"height":10}},{"id":"2f57a5a7-139e-40ef-b121-8ffbe65329ae","block_type":"box","text":"2017; and the China Securities Regulatory Commission, “Code of Corporate Governance for Listed Companies in China,” 2001. Websites accessed in","page_number":112,"box":{"x":92,"y":879,"width":827,"height":9}},{"id":"1987eaa2-3d84-4539-9cd5-abd2a9f9ab52","block_type":"box","text":"December 2025.","page_number":112,"box":{"x":92,"y":891,"width":91,"height":8}},{"id":"9b69351e-a646-4cbc-9627-f890b3f108d3","block_type":"box","text":"A-22","page_number":112,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"f159b2d0-24d1-4f5f-9850-d6c77d7b4323","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":"a5294633-5505-4644-b285-08fcece0cde2","block_type":"box","text":"material — to make informed decisions.","page_number":113,"box":{"x":92,"y":82,"width":279,"height":9}},{"id":"900680e4-4cea-421d-b80e-3f3ceee2bee7","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":"009837cd-2a73-4cfa-87b9-39df9ee018f4","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":"a05b3774-6842-4c5a-993f-d62361eb02bb","block_type":"box","text":"Key governance topics","page_number":113,"box":{"x":60,"y":150,"width":161,"height":12}},{"id":"b1a8414d-bdf0-40b9-97a6-428330302e4b","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":"6d3ef94c-7fda-4e94-a40f-15343e4c6c4c","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":"2e4bd72c-a420-4aaa-b4b1-1550ab6f8231","block_type":"box","text":"at shareholder meetings. These areas include:","page_number":113,"box":{"x":59,"y":206,"width":320,"height":13}},{"id":"c08fe9ef-2987-4369-89c5-7518e9d88895","block_type":"box","text":"• Boards and directors","page_number":113,"box":{"x":59,"y":227,"width":176,"height":9}},{"id":"88efc5f0-8cef-42e3-9e1b-74b257f896fd","block_type":"box","text":"• Auditors and audit-related issues","page_number":113,"box":{"x":59,"y":247,"width":264,"height":9}},{"id":"10758fc4-05e9-4577-8b6f-c4d592fb1fd3","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":"e20b29bf-61f3-47d2-a827-7c3f0ff242ec","block_type":"box","text":"• Executive compensation","page_number":113,"box":{"x":59,"y":288,"width":202,"height":11}},{"id":"154bcbb4-2644-43b6-a84c-a14d71f182e9","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":"599aa3f4-1c8e-4e57-9462-4ac6f6ab7923","block_type":"box","text":"• Shareholder proposals","page_number":113,"box":{"x":59,"y":327,"width":189,"height":13}},{"id":"9db71f12-2be2-481b-9000-7d9e11cd5fa5","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":"80c24631-1b89-4a80-9c95-2eb0374a6393","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":"a44d80a1-6b75-4c6e-88c7-5dda3a68b188","block_type":"box","text":"operate.","page_number":113,"box":{"x":59,"y":385,"width":56,"height":11}},{"id":"0e87a156-9e23-46c3-874a-05a07661cb64","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":"6706f595-2637-43db-8bd9-60b295bdf74b","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":"57b8746d-fe5c-44c2-a30c-32e76ff689cb","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":"7706f7af-859a-4c0a-b015-44f9aea73ad5","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":"f6443ccb-4892-446b-8d38-c597a77f897c","block_type":"box","text":"(4)","page_number":113,"box":{"x":677,"y":454,"width":14,"height":8}},{"id":"3bd4f174-e3d1-4e22-a163-de267c032ac0","block_type":"box","text":"Boards and directors","page_number":113,"box":{"x":322,"y":482,"width":355,"height":23}},{"id":"c7e93844-2f81-4f64-8ce5-5a9aec33c0aa","block_type":"box","text":"Oversight role of the board","page_number":113,"box":{"x":59,"y":525,"width":194,"height":13}},{"id":"34bf5e99-85d1-4b48-8c0b-c062878be7b7","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":"ef0e2129-691f-4c71-816a-bafc23777300","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":"1f488131-60a4-471b-b36c-9f7cd75f176b","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":"11b75a6b-721c-430b-ac72-b02089c9aa36","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":"64d52fec-24d9-4711-af21-117559cc2525","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":"8b7be642-0a05-4afe-aeb3-bf41ff523426","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":"a0dc13de-6f2d-46f4-aaea-330e43d7ff36","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":"a97f5d75-5690-4dd6-920b-3c4a61f01b45","block_type":"box","text":"which a company is operating.","page_number":113,"box":{"x":59,"y":669,"width":213,"height":12}},{"id":"361065fd-71b5-4c97-a916-51c85011172f","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":"7e5c66c4-0ebe-45c8-bd83-78d40f9f80ac","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":"bf9561ed-2a3a-4533-80d8-b2b8bc320638","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":"ec97be31-f641-4089-b8c6-52b0bd2996c2","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":"278cafdf-f486-4cf6-8d21-fc1daba1f208","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":"a9d2abf2-eedc-4d97-929a-abade74ee40a","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":"5f5d00b2-7b50-4d34-9d18-d457718d5dbc","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":"8aa7ba9c-5869-4914-9b87-e936fe89b788","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":"c45619e8-c562-48cd-a8cf-f985576d96a1","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":"b6725b83-b662-4a3f-9645-3cd6753872b3","block_type":"box","text":"rmed","page_number":113,"box":{"x":897,"y":853,"width":28,"height":8}},{"id":"dcc21bf8-5777-44f2-939a-276725ebd95f","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":"d28412fe-1d4c-412e-bdd5-3d98c0c9e320","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":"b2c54083-3eb9-4ff2-b9cb-dd3ff2855035","block_type":"box","text":"voting guidelines.","page_number":113,"box":{"x":91,"y":891,"width":98,"height":10}},{"id":"e02c2dfa-b907-4440-8c0e-38970e745621","block_type":"box","text":"A-23","page_number":113,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"6138dd91-15b3-48df-bf2f-563070701ab8","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":"29b9c4e3-af43-47fb-b092-5dc2fa38f76a","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":"bf4901e8-3e94-4e30-9a0d-1172d7dbc3aa","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":"28811f4d-0763-42b7-8fd0-c86b2d1d69e0","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":"dbca703a-7f5d-41d4-89e0-ced7eb398e93","block_type":"box","text":"particular responsibility for the issues.","page_number":114,"box":{"x":59,"y":138,"width":264,"height":13}},{"id":"47fe27ca-5757-47d9-8beb-8969186ac2de","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":"06f4b0aa-4a34-4dd9-af38-d50992a2eddd","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":"492b8414-3d9b-4580-aafb-84de391041f5","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":"b7638611-ff73-4705-b871-0292d835e711","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":"d681efa6-1c30-476b-9393-62869ee9dd0e","block_type":"box","text":"and business model.","page_number":114,"box":{"x":59,"y":225,"width":143,"height":10}},{"id":"1ea35ebe-c346-491b-afb4-a108a313d636","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":"858f8fd9-67e5-454d-b490-019a3c4dcfd3","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":"cd237778-ef4a-45d4-a496-462fe3b1da99","block_type":"box","text":"Regular accountability through director elections","page_number":114,"box":{"x":60,"y":293,"width":354,"height":13}},{"id":"1ff0907f-5641-4b1d-b5ec-e7d81187781d","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":"1b63b898-c7fe-41bf-b438-6ba7b5cf090a","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":"94bb9673-03eb-4e77-b8f5-ab6052751727","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":"4d9a34e7-f465-47a8-a3b6-81417f7561c3","block_type":"box","text":"(5)","page_number":114,"box":{"x":645,"y":348,"width":14,"height":8}},{"id":"6f2a65d2-5d38-4b3a-9fc0-446de6f2f5d9","block_type":"box","text":"Annual director elections allow","page_number":114,"box":{"x":664,"y":350,"width":217,"height":10}},{"id":"375bc9ad-31ea-420b-a4c2-6e04319d20b2","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":"2fd8c480-983a-44b9-a88a-fbb16ccbe18e","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":"c7ca9601-6cb0-4ace-a62e-7cdeb8fb8681","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":"5e10859e-31ac-43d6-8c81-741fc4bb000a","block_type":"box","text":"election at each shareholder meeting.","page_number":114,"box":{"x":59,"y":411,"width":263,"height":12}},{"id":"0168e6bf-a2bb-45d4-8947-a4ea60ba2c73","block_type":"box","text":"Board quality and effectiveness","page_number":114,"box":{"x":60,"y":437,"width":224,"height":12}},{"id":"260620e4-9b74-4e2c-82a2-e5a1972abaa3","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":"1573a7cc-1095-48f1-b788-fb21abfd534a","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":"1a610b19-aebe-496d-86cd-5b233f140fa2","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":"c016d2a9-9891-4802-b5f1-da15316a0255","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":"a8dc8893-7a4e-4d82-9d03-cac165febebe","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":"6a4ee8bc-cedd-448e-b337-e7620db9550e","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":"977471c5-4177-457b-ab0e-bf9dbd329991","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":"2872f134-7b5c-43d2-8b9f-f57814266370","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":"eddaa380-381b-4cf6-8078-dc696703516f","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":"c7598745-93a6-437d-8d48-58e15cfc0bef","block_type":"box","text":"term financial returns.","page_number":114,"box":{"x":59,"y":611,"width":154,"height":10}},{"id":"f5da58a0-609d-4505-ac5e-fc20cc254dab","block_type":"box","text":"Director independence","page_number":114,"box":{"x":60,"y":637,"width":164,"height":13}},{"id":"4f0cad7a-47e6-48f1-92cf-2b1c10cd1ee5","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":"5aedef46-06a7-4fa2-9da9-f3c0ca7a0c4f","block_type":"box","text":"corporate governance across markets.","page_number":114,"box":{"x":59,"y":679,"width":267,"height":12}},{"id":"ee656cf3-88e0-4600-b1f0-32ed94955454","block_type":"box","text":"(6)","page_number":114,"box":{"x":328,"y":677,"width":14,"height":8}},{"id":"40144a6a-0924-49a2-9fae-5f90f42d6b49","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":"4c587895-8777-4d65-9e3d-554c1aeab448","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":"5ff8945f-eb82-4f14-acea-19000791743f","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":"170958b7-2018-4287-b73f-262757f76d02","block_type":"box","text":"of controlled companies, at least one-third.","page_number":114,"box":{"x":59,"y":724,"width":301,"height":13}},{"id":"e5ffa36c-7492-43a3-90d8-b34a1b5d454c","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":"43222957-6ee9-4e95-93d1-b74ba4397ed8","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":"f6e978e4-4fd4-42af-ab51-990a71086746","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":"82097ab0-d32d-4ec7-8c34-6b6f708f1a71","block_type":"box","text":"• Interlocking directorates","page_number":114,"box":{"x":59,"y":811,"width":203,"height":13}},{"id":"29d3e9f8-836b-4731-b796-7d6c692a5102","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":"ab818628-b5d7-4794-b719-668e5902e42c","block_type":"box","text":"est","page_number":114,"box":{"x":900,"y":852,"width":16,"height":7}},{"id":"79f408a0-6082-4cff-9adb-6c2813964cb8","block_type":"box","text":"practice.","page_number":114,"box":{"x":92,"y":864,"width":46,"height":9}},{"id":"df3ea97b-101b-4430-a341-9a7ae4a81b00","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":"66cd59f5-b8a5-46b6-8ec5-a33d1f0b1c1e","block_type":"box","text":"ov","page_number":114,"box":{"x":918,"y":881,"width":17,"height":5}},{"id":"04fbedd3-09c7-4d6d-b933-e8e4d1afd64d","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":"52fd4a1a-9fa9-408e-bc4f-226fb3e20c1f","block_type":"box","text":"A-24","page_number":114,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"4cb75590-355c-49f8-ba61-8ca97f0492ed","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":"47b59c83-4ecc-4554-872e-0f7c0927824a","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":"536a543d-939a-431f-92e6-153aa32ec3c1","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":"513fcb56-854b-4fe0-b6a3-f96dce80c231","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":"82ab5ae6-36f9-444f-8731-cbc7a3bf8795","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":"b80decc0-79cb-4e4f-aeca-ddad9289ca79","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":"6a6a0c8e-a14b-4d2a-a67a-0305d3cfa1fa","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":"b11b4f2b-0140-4902-9139-7cb31d16db2d","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":"1b42d695-b39d-439a-b2fb-fbcca355e589","block_type":"box","text":"situation warrants.","page_number":115,"box":{"x":59,"y":200,"width":130,"height":9}},{"id":"1878db94-333e-45ca-bb7e-02110e2e4506","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":"99414070-f2a6-44c6-aa7d-2a0aadee3111","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":"20fb0a49-acbc-46a3-87ec-6d2e5638c97f","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":"21c4cab3-10ee-4ea2-9a9b-6d7cbf802e7e","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":"4fa0b396-4b4b-45a6-b0eb-34111f4d9e91","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":"c557cc81-dd2b-4300-b7f9-53842db52eb0","block_type":"box","text":"investigate a significant adverse event.","page_number":115,"box":{"x":60,"y":301,"width":267,"height":12}},{"id":"61548c92-580b-4493-906c-554cb8a26869","block_type":"box","text":"Sufficient capacity","page_number":115,"box":{"x":59,"y":327,"width":133,"height":13}},{"id":"25fb987e-aee4-4221-827f-208946e50b84","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":"a47744e1-98bc-4bbc-b772-85b0f2d95e74","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":"077d2b97-ceb0-4a00-b78e-e96cfbdcea90","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":"8e1cd1b7-baf1-4d1d-ab74-914f4a074fd6","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":"e5a12ca9-9867-4ff7-a78d-984c6a868d5f","block_type":"box","text":"Board composition","page_number":115,"box":{"x":60,"y":426,"width":135,"height":12}},{"id":"e3cb30da-d841-4cbb-accf-6373d6de1beb","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":"54f3c751-4a31-47ef-814a-20e5c29b7f5b","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":"4610dbfc-dfcb-454f-9add-d9ab74a37b7f","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":"253bb674-041c-4aa4-bcab-fc4fdb63311b","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":"3b1a558e-8ef2-4ffc-813e-7cf8acc1901d","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":"bd9f76e9-ee67-4645-806c-913408b64d17","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":"8d033183-7822-4f28-9a3f-f9501e2337bc","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":"a411c53d-a957-43aa-84ed-9ee46d443501","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":"0a30ccea-2c3f-4846-b754-422ddffcc0be","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":"a0ec3d77-6a8b-44c1-951d-0c6d95885774","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":"5bd436c8-51fd-4776-b2ad-bd7528827cb3","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":"8ce165b8-1427-4573-80ed-9f4ebcd8f064","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":"90e941ae-82cc-4ae8-915a-66c1e24f61e6","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":"0daa67f6-3968-4cc8-ac68-6ee875d62507","block_type":"box","text":"Auditors and audit-related issues","page_number":115,"box":{"x":59,"y":683,"width":239,"height":9}},{"id":"3155e301-114d-45c0-baf5-27c8eef2ef11","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":"39dbc4d5-d182-40e5-8fd1-1d8b17ab9bef","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":"7cfbfb47-a9ba-433c-a8ca-d14fd80eb992","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":"4dc68835-bfd3-4aaf-8992-d5e856255948","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":"527d490c-f5fb-4dcd-96f4-f1976bd1a9be","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":"5b725fd0-3f0a-4efd-9db1-9eeb17ebbc4d","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":"6c180696-e8ba-4182-a782-3a1cfea4f78d","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":"bb9497ed-a679-4d39-9452-e432597c9368","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":"4352d0f5-9506-4908-b326-337169f3aeb4","block_type":"box","text":"(7)","page_number":115,"box":{"x":588,"y":824,"width":14,"height":8}},{"id":"f3159a9e-e8a5-4e84-ad84-3f0fb8067a06","block_type":"box","text":"In our view, effective audit committee","page_number":115,"box":{"x":608,"y":826,"width":262,"height":12}},{"id":"cfc85b98-f48f-4815-b90d-a599d6f887f5","block_type":"box","text":"A-25","page_number":115,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"f2c107f7-1e90-445a-8be0-e033b2d2f28b","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":"b8501212-476c-46a6-b555-999c9c762f21","block_type":"box","text":"reassurance to shareholders.","page_number":116,"box":{"x":60,"y":82,"width":199,"height":9}},{"id":"55bef7a0-875b-42f3-bd07-a9da4c4fabe9","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":"46094f48-f52d-4b73-8686-e511fcb2edd7","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":"7bc4f3fe-06ca-428b-9521-fa6038cce36c","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":"cce966e6-d371-4b7f-a629-57c48577ba4e","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":"9219df14-53fd-4020-9497-d86628acc64e","block_type":"box","text":"oversee the audit process and related activities.","page_number":116,"box":{"x":59,"y":169,"width":330,"height":12}},{"id":"20e944cd-566a-46d5-ade4-52344e118c89","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":"0b5a2323-2156-4123-983a-dc799845f9ee","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":"49097fbb-638f-4d0a-84ee-b8f65775f7f4","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":"cab3743a-c5a8-443d-b396-fa62a19641ab","block_type":"box","text":"function.","page_number":116,"box":{"x":59,"y":240,"width":62,"height":10}},{"id":"7d60fa33-c072-498c-974f-efdea7c5e422","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":"542b4f50-1c64-4dbe-abce-bae10a16eccc","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":"abf7dade-2363-4ba8-8023-4c01f58ff241","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":"56e34b6e-cc26-4070-a347-224831847362","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":"a2a776e2-fd2b-41c5-b08e-eec8792f74f1","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":"6fd63299-74d0-4e94-a0b3-49a88aad3719","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":"01203c48-d2f2-4586-8b0a-90a6699fffed","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":"d222ac00-22c4-4410-a01f-48fd8476a556","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":"5ce879fe-6db4-4bbe-8461-de61625540d1","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":"7fe74924-fe73-46c1-b66e-614d5c0c0c77","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":"6b962fd6-a525-474e-904e-da86ffa4a9b9","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":"05c7c0ed-8db9-4b5a-981a-fdf1f93d5594","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":"7446aad0-fd27-435f-85f4-7badbe05f488","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":"a8bc562f-58a3-4b18-be3a-ca8171edb4db","block_type":"box","text":"shareholders against the dilution of their interests.","page_number":116,"box":{"x":59,"y":497,"width":351,"height":13}},{"id":"3e12a7de-e0a5-4671-9e51-3f1295f9fc6b","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":"9704d458-0431-49c1-9f78-71e01353cd93","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":"03e99434-97ed-47e2-9cb5-6855a85319d9","block_type":"box","text":"registered shareholders.","page_number":116,"box":{"x":60,"y":554,"width":166,"height":13}},{"id":"4ebd5c54-9a2f-495b-9178-5d23d18dd5b1","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":"035935ca-ffeb-4e5d-a75f-00809b970ccb","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":"9f4dac73-36b7-4739-8d36-48194e119c06","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":"62524362-5f04-479d-8c25-806d79ed638c","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":"26c3779b-fcdc-4d27-92f5-008291350a8c","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":"e599d9ee-7b6e-443a-8959-12015e9dab86","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":"b88f1335-73c3-4c5b-9428-04a3814cc748","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":"472ac26d-3355-4cd9-89a7-491855227b7c","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":"97e7ba6e-b2b2-40a9-92cd-93f5f96bd510","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":"1d5c2869-4470-4805-8a2c-220253d696fa","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":"427a8b98-ea34-47fb-8ece-ae2947e2603a","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":"05d27cdf-4568-41c1-8589-c498415fc46b","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":"a095f3d8-4a8e-46bb-8b95-7a01a18e1ce4","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":"d3d017f3-b6ff-4d1e-89b2-075518581789","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":"be45b3b1-9fd7-44e2-adf4-0ca56d1af404","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":"9c762435-8500-4512-975b-566aad84b0f3","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":"c929cd51-76a2-4614-9537-b893492e2fc2","block_type":"box","text":"ng and","page_number":116,"box":{"x":898,"y":853,"width":37,"height":10}},{"id":"d838c700-71b2-40f3-95e7-d4832f48972b","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":"33bda27e-6d87-4bb6-9209-b805ab389296","block_type":"box","text":"son","page_number":116,"box":{"x":911,"y":868,"width":24,"height":6}},{"id":"b98bc8d1-1aca-4d5f-9dfe-49c0b5466f6e","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":"3f5a9d4f-4396-42d9-9f10-955e6314a663","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":"97143a81-1641-4fdd-9e32-a91c5b92c89d","block_type":"box","text":"A-26","page_number":116,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"0376711a-b389-4ed8-a1de-45c299f79792","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":"590ee705-09ab-4fca-80ee-be3c6a2458d6","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":"dc510ef6-00b3-4c02-be5f-2443e019da1a","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":"f853eddf-67fb-447d-9550-99267426b659","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":"51037d49-595e-4ee5-8040-f6060b5732d6","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":"1d1ec1a3-59fb-4b72-a921-343be9247ae6","block_type":"box","text":"periodically thereafter.","page_number":117,"box":{"x":59,"y":142,"width":155,"height":13}},{"id":"66d8c5ef-b081-4ad7-bdff-a013c35cb423","block_type":"box","text":"Executive compensation and benefits","page_number":117,"box":{"x":60,"y":169,"width":268,"height":12}},{"id":"9741df88-0a33-4609-8221-8542b227f3ed","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":"f8450a91-c34f-4b63-9b90-d3c384df649c","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":"e714fbcd-3a04-42e2-9ce5-67577edcee0a","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":"1322bd11-9181-4572-a0a0-5232cd82fadd","block_type":"box","text":"(8)","page_number":117,"box":{"x":835,"y":223,"width":14,"height":8}},{"id":"9687fd42-d591-419c-a82c-f3a876d82899","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":"f32be073-6799-41d2-ae04-5cba3b148eb0","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":"441f13e5-0538-4d07-9685-4e989849c305","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":"91588800-1d8b-475b-a238-364560ee8856","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":"8643f319-fc6b-45bd-95e1-52b0adb8cc61","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":"6f7ec058-0696-45dd-9d1c-29a27c926374","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":"91691542-ebb8-421c-9947-9c277c7ed4a6","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":"1c364dda-12e6-4d16-abe6-07625d28933b","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":"b44d8db1-db67-4b63-acf3-47ccfaade42b","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":"6c523a76-309f-4aee-a74b-52fd4e029c87","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":"c03f5501-7b7f-45b7-97b9-a40f46487725","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":"ac26cb48-3410-45c0-aef3-bcd14a48aed4","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":"18515d94-5712-41b6-a977-404af3909746","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":"aedd6b07-1c20-46f7-a314-cca4d4da2f1f","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":"e729d31c-c2a8-4e05-8d41-d0ccfb4d3fcd","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":"f479d799-aa71-45a5-8e53-153b5b09c836","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":"804a3316-3259-4e46-8820-c99238a51367","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":"d74d816c-c76f-4687-b3a0-b5b605ad0a95","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":"aa10a3af-f28d-415c-a44c-a0d4d0ca7b41","block_type":"box","text":"total compensation on peer benchmarking.","page_number":117,"box":{"x":59,"y":547,"width":303,"height":12}},{"id":"168c825c-41d3-4d94-bc9a-faac2b79738d","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":"5e7f0153-3c1e-42d5-81c3-9c2c74cd1ff8","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":"89b1459a-7013-46c0-be7f-1d1616997db8","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":"f7ea1009-855a-4b9a-825c-90c8e2709223","block_type":"box","text":"or resulted in a criminal investigation.","page_number":117,"box":{"x":59,"y":618,"width":262,"height":13}},{"id":"ef25bef5-31d2-41a9-97db-b47537da50d7","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":"4fbe04ed-1d8a-4b21-8fd9-87af74c23b95","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":"9f06c104-4121-4401-a55e-23bc6f9672fa","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":"c21c712d-70de-4b6e-9814-b846348ec9e0","block_type":"box","text":"charged with overseeing.","page_number":117,"box":{"x":59,"y":690,"width":175,"height":13}},{"id":"d2b8a516-fba7-4e6a-b462-cc4b9cff1726","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":"adad55cb-61cc-4d1e-bb62-7c7ecc210360","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":"e2a82c43-e2d9-453f-a2a6-9ceeead67595","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":"f8ba4f4a-4dab-4c5f-a626-2363e2c8e4f9","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":"67a549c9-7175-4486-bd1a-de65835fc3cf","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":"09d25939-ce29-4299-9f21-fd39a8df5550","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":"1435d458-c89e-4895-8a38-dd520c820809","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":"ca765d20-5c0a-4ffc-976a-b88370e2a51c","block_type":"box","text":"A-27","page_number":117,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"b0da9800-7acf-45b3-bcb1-2a0e50735496","block_type":"box","text":"Shareholder protections and other corporate","page_number":118,"box":{"x":110,"y":67,"width":777,"height":30}},{"id":"c5c309ce-a01d-40e6-bf18-b5edb6f441f8","block_type":"box","text":"governance matters","page_number":118,"box":{"x":327,"y":103,"width":344,"height":26}},{"id":"d7e7970e-a78b-4467-99ab-6b11a92b5338","block_type":"box","text":"Corporate form","page_number":118,"box":{"x":59,"y":143,"width":111,"height":13}},{"id":"e826ee92-7258-4e10-a50f-7611de90ad8c","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":"d05bb5fa-aad8-4fb7-8831-45c1304ba271","block_type":"box","text":"purpose and business model.","page_number":118,"box":{"x":59,"y":185,"width":204,"height":12}},{"id":"2af7256b-611a-42b9-bf41-e127b8d071e3","block_type":"box","text":"(9)","page_number":118,"box":{"x":265,"y":183,"width":14,"height":8}},{"id":"24dd38bf-4160-4c5c-9962-b20521f76f8a","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":"d6226411-e150-42d7-8665-c46a3ab7ef8f","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":"711e0b57-42de-40f0-b2c0-f0b5cdfa32c5","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":"20c15cc5-03de-495d-9c98-68c6b16e1827","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":"1b2d90c4-cbaf-4a7b-8d42-93f036488bdf","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":"b08a782b-01ca-4b40-b743-02e6806bbba0","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":"87c1dc88-3920-45fd-aa89-bd46c7fd5a2a","block_type":"box","text":"on a case-by-case basis.","page_number":118,"box":{"x":59,"y":276,"width":169,"height":12}},{"id":"e3258dc0-b6b6-4ab8-8608-4994ca95abff","block_type":"box","text":"Shareholder proposals","page_number":118,"box":{"x":59,"y":302,"width":162,"height":13}},{"id":"608f8340-d7bc-4f47-8c27-4053200f30d1","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":"843e6cd3-acf8-4e78-b033-83e5956ecad9","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":"c174b82a-b126-42e1-a311-5b0b7aa668fe","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":"62034156-ee47-4224-b14c-5bfa3ee65a08","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":"ce18ae84-d04d-48a0-81e6-30fbd4aa7431","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":"fd4a3781-6841-4119-8022-0afc0d80a1b0","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":"ca2f114c-925a-43ea-a191-88816576c383","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":"a7d4fff3-6935-4a2c-9ca7-ef655d22e832","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":"5a0346b0-621e-4b88-a878-9fdd7167974d","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":"191e09a4-136b-4632-ba2f-84f31f901f04","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":"c69bb0b8-4516-4d95-b295-18f1f2f53cd3","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":"22d5cef8-7652-4ae7-a5e4-a746ca078add","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":"321812e8-dcb5-4064-85d2-aba095c88514","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":"63ad30ab-fc9f-49bc-8bd6-7f57c427c676","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":"ad4018b6-0bf4-4122-bdf6-d98070ca91cf","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":"6b5be8f7-a270-46c4-94d5-2ced89d6f25b","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":"fb56ca06-efa8-4be2-b89b-c73162f9d239","block_type":"box","text":"given jurisdiction.","page_number":118,"box":{"x":59,"y":593,"width":122,"height":13}},{"id":"116aa4cd-fa97-4d97-ae86-63dbc53bfbbd","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":"77a27de8-2b19-413a-8ab1-8b8ff6e5711e","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":"6c45f13e-af7a-4f51-bd6e-be08b885c4cd","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":"3f07e394-ed04-40d3-87f9-e26628c06e00","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":"fa6bea3f-84b8-424b-b529-84832773c5e0","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":"29457fe7-cbf9-4e49-8093-575784ccb137","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":"1b94a4b5-6291-47b3-a0ac-0ffc3ce7cd6e","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":"46806d27-62be-44d0-95ca-fd5e6fc2b32b","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":"b301f161-4b80-488d-ac43-baef92fe8b18","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":"a679bf36-3101-4265-895f-8deb98894fab","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":"fbdcfa6d-128f-4c63-9d83-708545ddfa34","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":"5e3e6c8a-1f6a-4c1c-abf4-c755a7ffeb7e","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":"d3facd84-0822-4451-a1d6-b73283f3c158","block_type":"box","text":"A-28","page_number":118,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"49b49575-83fd-40f6-8acb-a944720980f1","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":119,"box":{"x":59,"y":67,"width":387,"height":12}},{"id":"4e4bb4ab-62c1-4561-876c-1deb1b60625b","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":"30d0518d-8189-4278-a1d6-dd67f263020c","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":"e9c37725-af1b-4049-898d-434b9793c8c0","block_type":"box","text":"creation.","page_number":119,"box":{"x":59,"y":124,"width":60,"height":9}},{"id":"2a0eebe9-78cb-4f4d-8860-00a29d1b699e","block_type":"box","text":"(10)","page_number":119,"box":{"x":121,"y":121,"width":20,"height":8}},{"id":"46e0a0b1-d12d-4eaf-ac6e-e1568396b671","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":"f8226555-ee7a-4015-a5e5-a20bb5d73c13","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":"c981f1da-2055-4317-b6a2-d338b1e73c97","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":"9a1c1765-c39a-405e-a160-411e89100448","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":"9c9e72a0-b9be-467f-9b95-f1e50af734e1","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":"eb90934f-95d6-4806-9922-bb0f7516e204","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":"a93e9435-a442-4eea-8ccb-5e57a420163c","block_type":"box","text":"useful in our analysis.","page_number":119,"box":{"x":60,"y":252,"width":149,"height":12}},{"id":"1c4a8b40-91c8-454d-856a-5744f0f53759","block_type":"box","text":"(11)","page_number":119,"box":{"x":211,"y":250,"width":20,"height":8}},{"id":"4fd5a3b9-893d-4c6b-b385-d1440fd07cc9","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":"0743f506-54f3-40fc-820d-3952c6dd893f","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":"bcfee229-34f9-4f45-9c85-3391f3ba3303","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":"8b6d121b-8b9f-4478-8a3c-a0b78f439821","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":"d9a04845-ff70-4dab-9baa-429b5ce1ef85","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":"73e33e7e-26e6-4983-b66b-aea14f5c82e3","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":"7d0aa4c0-c384-402e-a035-2a32e8b735d8","block_type":"box","text":"make informed voting decisions.","page_number":119,"box":{"x":60,"y":354,"width":226,"height":12}},{"id":"eb30de05-77a0-4f3b-91cb-227ebdd74d0b","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":"7ad1c291-c998-484e-aec2-eecb236d0a8b","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":"33383427-3268-4234-bd26-959e593f53c7","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":"01ad590c-c7a9-40c6-931c-7673fc3361db","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":"7ec7321c-8796-4880-bce3-de7ac6802217","block_type":"box","text":"responsible business practices.","page_number":119,"box":{"x":60,"y":441,"width":214,"height":12}},{"id":"7a78f0dd-690d-4b39-9d38-b24ef0fd4986","block_type":"box","text":"Climate and nature-related risk","page_number":119,"box":{"x":76,"y":467,"width":224,"height":10}},{"id":"01f1a813-070e-4b0f-9446-c4a5719f4621","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":"acf05088-a97a-4c77-9f44-c9b1452a33cf","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":"67b3e917-3f8c-460b-810e-13de9849dd78","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":"593d15c0-210f-415b-aa71-de8168763fc3","block_type":"box","text":"transition, including where available, their transition plan.","page_number":119,"box":{"x":59,"y":539,"width":400,"height":12}},{"id":"001c7f23-ef08-440f-83cd-d82b4e7969f5","block_type":"box","text":"(12), (13)","page_number":119,"box":{"x":461,"y":537,"width":49,"height":8}},{"id":"b20142a7-abc0-43a1-bbe7-4a855f5689ac","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":"0a48216d-29e3-468a-ab97-d836369aed07","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":"23fff745-2ef5-4d80-9cd4-16ee855118c9","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":"894bfeb2-b4e5-4274-9af1-75d00b84ad6d","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":"bf65e441-4520-4205-8143-d7a976ec2f01","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":"99df15e0-cf26-42e8-bef0-ae6599564109","block_type":"box","text":"market.","page_number":119,"box":{"x":60,"y":626,"width":51,"height":10}},{"id":"e77ec77d-3204-4895-bab3-32646eb91fca","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":"1d200a8d-6ea4-430c-bc5b-80e12c5c8a27","block_type":"box","text":"del that","page_number":119,"box":{"x":885,"y":682,"width":42,"height":8}},{"id":"197206a4-db68-49a7-bacd-b997e6b63b21","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":"a235be76-1992-422f-8252-2cbb48fa0e5b","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":"721b0894-911f-4d88-8f51-37d4a471924a","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":"bf33da16-7097-428a-92b6-ad0b7b781392","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":"830fbf12-b5f2-4a18-9361-5a8ef4bb4817","block_type":"box","text":"ld on","page_number":119,"box":{"x":892,"y":735,"width":27,"height":8}},{"id":"5e5312e1-3fad-4409-a45d-4b6636fd07e5","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":"96c5141f-92f6-46d0-af84-1eaf7c115b9a","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":"370238e3-93ec-4792-8e12-089edd5419df","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":"539c59b1-ce0b-4288-966d-1b83cad78f17","block_type":"box","text":"accessed in December 2025.","page_number":119,"box":{"x":92,"y":785,"width":159,"height":8}},{"id":"63235aeb-94df-4361-8ca0-8d4498c4bfba","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":"bf4c38c1-be26-4fb9-a0b7-25725a94181b","block_type":"box","text":"uire","page_number":119,"box":{"x":913,"y":801,"width":20,"height":7}},{"id":"dfcbc7f6-edd9-46e5-8387-9e55aecb2863","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":"871edc22-652b-4a00-b458-d6fec2cc025c","block_type":"box","text":"for","page_number":119,"box":{"x":923,"y":816,"width":11,"height":5}},{"id":"f53d6df4-eb01-4dea-8913-ee599ad27185","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":"5a35e57b-751a-4378-88ee-ec449af5bc2a","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":"c4b3dc66-e64c-40ed-8dea-18b3e1936fd0","block_type":"box","text":"ins","page_number":119,"box":{"x":920,"y":839,"width":15,"height":7}},{"id":"01efc39f-bebe-464d-a890-69acfcef0d7e","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":"e1688e52-216a-4b26-ad83-115ed485377f","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":"86f4fdf3-99ce-4be8-8a03-ce4f63c9cebb","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":"12e5e9e9-3f56-40aa-85f8-1f1c89e73034","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":"96f7da7b-b172-4064-90d0-1dc6a98cea29","block_type":"box","text":"A-29","page_number":119,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"f64d5619-ab58-4f97-824d-31276e82a804","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":"5067ad35-bb8b-4f08-b165-1a120aa9e126","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":"a7a2e54d-a565-44d5-a57a-37a2e358e328","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":"759b47ec-1920-4a1e-a6b0-3b4ab040ab2a","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":"17665bce-c5ea-484f-bc68-4dc5e6f8602e","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":"44552850-1e58-4d1f-8b45-30bf1e312002","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":"366238f1-a759-4cb2-a4d7-b5638f7d7434","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":"7d86faf8-792b-4068-851d-66646e400555","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":"5f2e0956-310e-4958-8fff-82d5adb36ada","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":"418624d0-4588-45e6-8f73-60cfafd66a90","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":"22289543-3be9-4b0c-bdf2-9d17f783fb02","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":"2e06d29b-d67a-4c54-aeab-be31832d5876","block_type":"box","text":"methodology develops.","page_number":120,"box":{"x":60,"y":256,"width":162,"height":12}},{"id":"98f5db4c-5b9d-4280-98ed-13c93948039e","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":"22424b22-6fe7-4904-a38f-742d84bafa59","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":"f9a6eb8d-8ac4-4514-9b95-8f79f5601822","block_type":"box","text":"financial returns.","page_number":120,"box":{"x":59,"y":312,"width":116,"height":10}},{"id":"7e377656-f820-41c4-a426-b46f1da5043c","block_type":"box","text":"(14)","page_number":120,"box":{"x":177,"y":310,"width":20,"height":8}},{"id":"ea781497-f67d-49f7-a107-0b684eda851b","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":"a6cc002c-456a-4278-a43c-f380bb99a2c9","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":"448625ff-6e84-49cd-b139-3fad601db980","block_type":"box","text":"(15)","page_number":120,"box":{"x":600,"y":325,"width":20,"height":8}},{"id":"50a66d23-fe61-4b85-8e45-e77053a97174","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":"a6ab38a2-025a-4197-8760-5cd7c1bd78e7","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":"23ecd3f3-33be-487f-b0ff-3230935744cd","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":"eb88842e-0e69-445d-b845-833759e66725","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":"acc5cad0-0338-4e15-880c-e50ba9b9f4bb","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":"868087cf-7a95-49e4-9b88-9cd3f5d78e3c","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":"b74e6c87-6e1f-4044-80e4-a69f857c81da","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":"0c49970b-f521-4532-bac1-202b12635083","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":"ce927bc2-c978-4205-9e03-6d3be3689a2d","block_type":"box","text":"(16)","page_number":120,"box":{"x":592,"y":480,"width":20,"height":8}},{"id":"a8998397-bd14-4204-9a95-ca5e34de69f1","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":"3c91c1a0-7f71-43be-a7f3-3a0b8058e863","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":"081c0036-4c45-4be8-a4c8-b63d4c4f978f","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":"b2429b9e-1f76-4434-a6c4-046b2a6d20dd","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":"a86fbbe5-fa59-4839-8b06-045a0adf1679","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":"9a9324b2-93ec-4d45-9b4c-21419838a357","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":"b0c7c400-8380-40c0-9f85-c153ec876670","block_type":"box","text":"management and the board.","page_number":120,"box":{"x":60,"y":600,"width":198,"height":12}},{"id":"a113f1e9-3d83-4f86-88bf-7fc835da21e8","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":"4bc3bddc-7953-469e-a356-b10c58133b4a","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":"dcd1068c-92d1-4868-867a-76c3f840af70","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":"c33cddee-dc2f-4dcc-802d-6dba1219778e","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":"2968aeac-b1b5-41d3-9e2e-9f943c6ef181","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":"4587453b-ce85-49f6-9689-f5f474e6d940","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":"66660306-5937-43df-9a16-6b21f39a0bb0","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":"641393d7-db56-4cd3-bda5-5f4c02a80c24","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":"30ab2231-ceec-40d4-8334-86c032fa0b9e","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":"d8119c1f-727e-4a6c-91a7-6814cb4ccea1","block_type":"box","text":"global and regional level.","page_number":120,"box":{"x":59,"y":796,"width":172,"height":12}},{"id":"25789fb0-d472-456e-8dfe-0cf23f26f340","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":"ae339d98-a411-467f-9112-4e83eafaf582","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":"8e207f00-c962-4db4-a76f-ab2e4b8d7c6f","block_type":"box","text":"en","page_number":120,"box":{"x":906,"y":841,"width":17,"height":5}},{"id":"dfe562a1-d877-49b2-a175-f425dfcb5268","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":"793b1362-167f-4fd5-ab16-5c44b6a9fa4f","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":"02ce0d77-4b1e-416c-b112-54a5203c6a0d","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":"6cfd70cf-fd5c-4e70-a3ea-a2651a895381","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":"54860f46-e493-4410-8b26-1f26b8843cf7","block_type":"box","text":"A-30","page_number":120,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"b2fc2a8c-85cc-49d8-99b9-600094c6743b","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":"070e48b0-294b-4807-99a3-82f5d3ed2cf6","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":"8681715b-2d71-4b62-b24c-58441761a42d","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":"167b79cb-b66a-40f5-a3e0-cacb66f97f96","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":"33e20dae-35f2-4c40-a88d-58802bee7a86","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":"4544356a-05aa-4d62-af5d-b0d5f2db29ec","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":"0496080e-e305-431f-9b26-09fb00c46322","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":"c4e282fb-f3e0-4742-acce-262d1720249e","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":"a7d048b3-843e-486a-8c84-8835e862fa62","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":"91f86817-b840-4b06-8b35-59a4f6b995b4","block_type":"box","text":"activities for their specific markets.","page_number":121,"box":{"x":59,"y":214,"width":242,"height":12}},{"id":"b4e63905-677d-4197-a41f-9cb1ebb07363","block_type":"box","text":"Vote execution","page_number":121,"box":{"x":59,"y":241,"width":107,"height":9}},{"id":"48c6c5ae-98a8-4098-9cc5-5b23c8d35142","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":"e6d27ef4-7044-462e-a014-e86721467efc","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":"ef483376-1af2-49b5-84b1-ef3344bcd805","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":"c51dd8da-a4d1-49a1-81fc-d6219a94be13","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":"b6cc5586-33c2-41dd-b7b5-b2b05b20e6fd","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":"22641d32-03f1-4a06-b6f9-9b21e659f384","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":"9b06aba0-941a-4399-bbba-07c6c7dd1ebc","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":"7f5e83db-7df0-4c55-9d26-74aee880cf37","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":"317fda0d-c165-4787-8379-47f3b574608d","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":"478386fa-f318-4c3c-ac95-07f22bb81005","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":"1084028e-8953-44d4-828a-d86ddbeadd2d","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":"a6692d16-b684-4f33-a8b4-68d59da45aad","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":"e251c5aa-cc73-42e0-b582-a2907e206f92","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":"13e86538-9a34-46c9-a4e5-8813e5aae05d","block_type":"box","text":"burdensome administrative requirements.","page_number":121,"box":{"x":60,"y":475,"width":292,"height":12}},{"id":"60aa0f80-eb33-4a1c-be5b-aea215ab9e6b","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":"035a052b-ae6b-45bf-9de3-74c6e3265f89","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":"04dafe59-3f73-4de1-849a-7894df3446a4","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":"4533c1d8-e464-40f7-930a-0a9ec1328879","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":"f9e718ad-757e-4020-a875-4991afb0ee48","block_type":"box","text":"Conflicts management policies and procedures","page_number":121,"box":{"x":59,"y":573,"width":341,"height":12}},{"id":"ab965145-726e-4d9d-a0a7-994926188769","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":"635070a9-2843-4ce2-8d49-910ae94cbc7b","block_type":"box","text":"level vendor management activities.","page_number":121,"box":{"x":60,"y":615,"width":250,"height":12}},{"id":"59fcbb07-5155-48ca-ac80-f809b52a6c0a","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":"8d0f97f1-98a7-4928-8977-721c8fa7562e","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":"6bea5dc1-0665-41da-aa76-54c04e6bc7c2","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":"0e32440a-0289-4929-bf4a-ab3016fe5315","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":"55d91058-aa20-4fa7-8ae3-51f0a0ad7e05","block_type":"box","text":"Securities lending","page_number":121,"box":{"x":59,"y":724,"width":128,"height":13}},{"id":"377fe09f-9caf-4edf-8cb6-a649bf5c4669","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":"15cd9be8-1585-4b61-9b99-f8a7bf6da8e7","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":"268b9d82-7bd4-45b1-9ce0-a8e66a0a5159","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":"3b1cc785-739e-406c-9a3c-f0e5adca1f8f","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":"8df24cb3-e7f9-4e57-b879-28eb257bd569","block_type":"box","text":"industry standard legal agreements.","page_number":121,"box":{"x":60,"y":811,"width":250,"height":13}},{"id":"aa9a9c1a-a93e-4ed4-86bb-54f2d6279da0","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":"d705fa64-e2e6-439c-888e-c422bb49ceeb","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":"7ef6d28f-78a1-4054-8711-b5e389399a17","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":"14f3b747-4b7a-40c3-aa13-0c91f8202906","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":"84052771-bf2c-4ea8-80a0-e2e4063572d1","block_type":"box","text":"A-31","page_number":121,"box":{"x":482,"y":916,"width":30,"height":9}},{"id":"44aa96e7-36f3-4313-bb7f-9e05842e26ea","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":"b7baccf8-103c-4dd5-bed0-dc240b39dcad","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":"67039310-b7ec-4afa-8ebc-895b47be30ca","block_type":"box","text":"(17)","page_number":122,"box":{"x":787,"y":80,"width":20,"height":8}},{"id":"90e538ac-4751-4b47-b185-11ad412a009f","block_type":"box","text":"BIS works with","page_number":122,"box":{"x":813,"y":82,"width":101,"height":9}},{"id":"a6260421-19be-4703-a456-6f5ac44023ac","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":"567047c9-5fe7-49a6-bf32-28d61f7683e9","block_type":"box","text":"recalling shares on loan.","page_number":122,"box":{"x":60,"y":112,"width":167,"height":12}},{"id":"065d8a4b-c287-4f99-a8ec-2d70438f7275","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":"61c1e88a-b98f-4df7-9720-d9f5b8760d05","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":"0ed945c1-9701-47cf-bd38-ccfaa83e7024","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":"7f84fa01-c533-4af2-9ffc-3dbfdd574ac6","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":"3bf0df40-3aa1-48c8-b139-f6c3e43d261d","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":"0971d2eb-5e64-4462-b73f-bfeba52bdcb2","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":"8ace91ba-fe63-4595-8049-5b4eee25e57c","block_type":"box","text":"modify it as necessary.","page_number":122,"box":{"x":60,"y":240,"width":156,"height":13}},{"id":"2e2f9076-1f2a-4ef5-b48c-b1a526286fe2","block_type":"box","text":"Voting Choice","page_number":122,"box":{"x":59,"y":267,"width":100,"height":12}},{"id":"9a79132d-b77b-4924-9e95-66e22732bf23","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":"e70673b4-4381-4ba3-a044-66498696946d","block_type":"box","text":"voting process, where legally and operationally viable.","page_number":122,"box":{"x":59,"y":308,"width":376,"height":13}},{"id":"1faeb976-030b-4d4e-b7ae-3a669f4a777a","block_type":"box","text":"(18)","page_number":122,"box":{"x":437,"y":306,"width":20,"height":9}},{"id":"91351c4e-aac7-4be4-95c8-8013c9812d22","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":"5dbbf0ad-bf3b-490f-a5df-ebc773e7273c","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":"fe128011-ab8f-40f6-98d1-3d65220634c8","block_type":"box","text":"pooled funds in the U.S., UK, Canada, and Switzerland that use systematic active equity (SAE) strategies. 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Our clients have greater control over proxy voting","page_number":122,"box":{"x":59,"y":467,"width":863,"height":13}},{"id":"de480201-5ab4-4457-acd5-6a38060e70d8","block_type":"box","text":"because of Voting Choice.","page_number":122,"box":{"x":60,"y":482,"width":180,"height":13}},{"id":"a7434b5f-65e8-454b-a5f9-ffbba2c46a24","block_type":"box","text":"(21)","page_number":122,"box":{"x":242,"y":480,"width":20,"height":8}},{"id":"f23e784f-41ed-4290-a780-72196b4a7156","block_type":"box","text":"Reporting and vote transparency","page_number":122,"box":{"x":60,"y":509,"width":236,"height":12}},{"id":"81f57c8c-fc8e-4598-9e86-1316d12fa451","block_type":"box","text":"We are committed to transparency of the stewardship work we do on behalf of clients. 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As a result, managers must weigh independent","page_number":122,"box":{"x":92,"y":768,"width":831,"height":10}},{"id":"63be6887-ade0-4c07-b083-7319bf6279d7","block_type":"box","text":"business judgement as a fiduciary, the benefit to a fund’s shareholders of recalling loaned shares in advance of an estimated record date without","page_number":122,"box":{"x":92,"y":780,"width":810,"height":10}},{"id":"3d87b1bb-0b6c-46c1-bd1b-52d1be102723","block_type":"box","text":"knowing whether there will be a vote on matters which have a material impact on the fund (thereby forgoing potential securities lending revenue for","page_number":122,"box":{"x":92,"y":793,"width":831,"height":10}},{"id":"461df0ab-a603-4c1f-a6bb-8dd9a63e3dd5","block_type":"box","text":"the fund’s shareholders) or leaving shares on loan to potentially earn revenue for the fund (thereby forgoing the opportunity to vote).","page_number":122,"box":{"x":91,"y":806,"width":746,"height":9}},{"id":"345c658a-d5a5-41fe-9ebf-cd25723f0c84","block_type":"box","text":"(18) BlackRock will determine eligibility criteria under this program based upon, among other things, local market regulation and practice, cost co","page_number":122,"box":{"x":59,"y":821,"width":822,"height":10}},{"id":"5a73b674-253b-411c-8263-890b72b82647","block_type":"box","text":"nsider","page_number":122,"box":{"x":883,"y":821,"width":37,"height":7}},{"id":"b271d134-d5a6-4fec-b541-09df22ac70ed","block_type":"box","text":"ations, operational risk and/or complexity, and financial considerations, including the decision to lend securities.","page_number":122,"box":{"x":92,"y":833,"width":629,"height":10}},{"id":"20da834b-61bd-4678-923f-b7eae571b169","block_type":"box","text":"(19) With Voting Choice, SMA clients have the ability to select the policy that best aligns with their views and preferences from a set of voting policie","page_number":122,"box":{"x":59,"y":848,"width":837,"height":10}},{"id":"e7d05177-139a-472d-8f4f-9b2e4bc37400","block_type":"box","text":"s from","page_number":122,"box":{"x":897,"y":848,"width":35,"height":8}},{"id":"ae4ac79c-7a3c-4919-ad33-d89c788c240a","block_type":"box","text":"third-party proxy advisers. BlackRock can then use its proxy voting infrastructure to cast votes for the SMA based on the client’s selected voting pol","page_number":122,"box":{"x":91,"y":861,"width":824,"height":10}},{"id":"398c1e36-90c2-4294-8fce-07cca16127ac","block_type":"box","text":"icy.","page_number":122,"box":{"x":917,"y":862,"width":16,"height":9}},{"id":"2c55ff0f-981c-44e1-bf80-2c507ef161c5","block_type":"box","text":"(20) Read more about BlackRock Voting Choice on our website.","page_number":122,"box":{"x":59,"y":876,"width":361,"height":10}},{"id":"fb23df21-bfc6-409e-a328-de619b8ca984","block_type":"box","text":"(21) BlackRock does not disclose client information, including a client’s selection of proxy policy, without client consent.","page_number":122,"box":{"x":59,"y":891,"width":677,"height":10}},{"id":"a6b95478-ae08-4d86-9ff5-de8125141a67","block_type":"box","text":"A-32","page_number":122,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"ab465e83-0eb2-4ec5-9bd2-4d2a92fb5127","block_type":"box","text":"Want to know more?","page_number":123,"box":{"x":59,"y":67,"width":149,"height":9}},{"id":"e9b1593e-6059-4308-8380-531c3a141ab7","block_type":"box","text":"blackrock.com/stewardship | contactstewardship@blackrock.com","page_number":123,"box":{"x":60,"y":93,"width":463,"height":13}},{"id":"96b81afc-c7d4-4acf-b219-a116b788dd7f","block_type":"box","text":"This document is provided for information and educational purposes only. Investing involves risk, including the loss of","page_number":123,"box":{"x":59,"y":120,"width":826,"height":12}},{"id":"e734e548-56fb-4823-9573-a8809195735a","block_type":"box","text":"principal.","page_number":123,"box":{"x":59,"y":135,"width":63,"height":12}},{"id":"1c0fc476-04b6-4e3e-af0b-afef58401dd2","block_type":"box","text":"Prepared by BlackRock, Inc.","page_number":123,"box":{"x":60,"y":161,"width":190,"height":12}},{"id":"96e34266-a5ef-473c-889f-fca05fb4e183","block_type":"box","text":"©2025 BlackRock, Inc. All rights reserved.","page_number":123,"box":{"x":59,"y":188,"width":290,"height":12}},{"id":"60a1d804-cf82-4368-9a0d-7e23779dd836","block_type":"box","text":"BLACKROCK","page_number":123,"box":{"x":356,"y":188,"width":89,"height":9}},{"id":"2bd85d49-9738-47c1-84ae-9ef37eccce67","block_type":"box","text":"is a trademark of BlackRock, Inc., or its subsidiaries in the United","page_number":123,"box":{"x":450,"y":188,"width":449,"height":11}},{"id":"07409767-dee4-4b49-9284-50d817f3eab9","block_type":"box","text":"States and elsewhere. All other trademarks are those of their respective owners.","page_number":123,"box":{"x":59,"y":203,"width":558,"height":12}},{"id":"b5cabd94-644c-4b32-8bad-3ed05fd7ca60","block_type":"box","text":"A-33","page_number":123,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"d2b30b4c-f768-4c88-9461-a96ede47313f","block_type":"box","text":"BlackRock Investment Stewardship","page_number":124,"box":{"x":198,"y":67,"width":603,"height":30}},{"id":"0ad87721-a7d6-4213-a557-5efe1aa33d95","block_type":"box","text":"Climate and Decarbonization Stewardship Guidelines","page_number":124,"box":{"x":59,"y":111,"width":383,"height":12}},{"id":"68ea83f9-f1f2-440a-b37a-805685357122","block_type":"box","text":"Effective as of January 2026","page_number":124,"box":{"x":76,"y":137,"width":198,"height":13}},{"id":"44e29a48-a085-4320-91b5-0ecd107a4162","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":"8e828b6e-d1f6-4af5-ba26-2b71249121b3","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":"6faf2950-a234-475d-93ad-4a9866290d72","block_type":"box","text":". . . . . . . . . . . .A-35","page_number":124,"box":{"x":749,"y":256,"width":109,"height":9}},{"id":"4b7ba029-eb18-40db-9237-1292be797dc8","block_type":"box","text":"The Guidelines’ design principles. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-36","page_number":124,"box":{"x":139,"y":274,"width":719,"height":13}},{"id":"d177dfb8-a30a-4e33-875d-611c30401f55","block_type":"box","text":"Voting approach under the Guidelines","page_number":124,"box":{"x":139,"y":293,"width":265,"height":13}},{"id":"40b6d90e-1075-428f-802c-df78ddc1c2f4","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-36","page_number":124,"box":{"x":410,"y":294,"width":448,"height":9}},{"id":"0f6e603d-0756-4396-9ea7-a213fd08368e","block_type":"box","text":"Related matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-40","page_number":124,"box":{"x":140,"y":312,"width":718,"height":10}},{"id":"1fb306e8-9cbb-4c1d-ad57-d02a0d4ab820","block_type":"box","text":"Appendix 1","page_number":124,"box":{"x":139,"y":331,"width":77,"height":13}},{"id":"763e099d-e0e9-4ca0-b07e-b5e3dac527ad","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-41","page_number":124,"box":{"x":221,"y":332,"width":634,"height":9}},{"id":"076f9dec-aff2-4921-b5ad-409c62f41446","block_type":"box","text":"Appendix 2","page_number":124,"box":{"x":139,"y":350,"width":79,"height":12}},{"id":"d1104b82-4899-487f-bf67-bdc5854393e4","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-42","page_number":124,"box":{"x":221,"y":351,"width":637,"height":9}},{"id":"e6589c80-e3a3-4f20-9f33-f5a8934b59da","block_type":"box","text":"Introduction to BlackRock Investment Stewardship","page_number":124,"box":{"x":60,"y":383,"width":365,"height":12}},{"id":"d77e20e7-baf8-4ddb-b8da-03570f22f1bb","block_type":"box","text":"At BlackRock, investment stewardship serves as a link between our clients and the companies they invest in and is one of the","page_number":124,"box":{"x":59,"y":409,"width":874,"height":13}},{"id":"565876ba-9682-4f9a-a014-82fa9d771c0e","block_type":"box","text":"ways we fulfill our fiduciary responsibilities as an asset manager on their behalf. BlackRock offers a range of proxy voting","page_number":124,"box":{"x":59,"y":424,"width":842,"height":13}},{"id":"15e031cd-6f70-4fe6-8ade-1948c92d0114","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":"e61c14c0-3a46-4bd4-8f19-aaf212a7dfb8","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":"cb0622e9-0fba-4ee3-88d6-9dd247e100bb","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":"fabb372f-5c9d-4ee6-934f-98000701ade4","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":"da9cb5b7-0a02-487f-82c8-a3016abe193f","block_type":"box","text":"1.","page_number":124,"box":{"x":61,"y":517,"width":9,"height":9}},{"id":"38a60289-95b2-43fd-b07b-4c07f9479f79","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":"ecff4c51-49b3-4880-82a1-d2c5e5e2c98e","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":"c9176abd-3d33-4736-8087-2a07e12c6f2c","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":"73907020-6289-45e8-a095-8a6399d157bf","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":"096f9663-9e70-4537-a6a5-86bb2a69f09d","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":"531f966b-ccf9-438c-86ac-a48dcdb1c0ba","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":"3f059d40-5b87-45d7-a020-a07a4dc53397","block_type":"box","text":"Voting approach under the Guidelines","page_number":126,"box":{"x":59,"y":504,"width":274,"height":12}},{"id":"09f114f3-0ed2-4511-a6c0-5dde930bd549","block_type":"box","text":"(12)","page_number":126,"box":{"x":335,"y":502,"width":21,"height":8}},{"id":"0e0c45f3-0c26-4507-ae2d-fc4ee9f8b0d9","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":"a2ae6df8-8a8a-4570-9fc1-66b4a217413d","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":"7e977ca0-afec-40f5-821c-6e9a83ea53f0","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":"fe157c59-ed8d-4d1b-8f2e-86ec086a26ba","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":"c269ffc7-d711-4498-8517-e0a085629883","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":"a2129270-3971-4b4b-8edc-5176f6c7ba6e","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":"d5d181a7-90df-4929-98e9-68ed5549cdc6","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":"b6948cc7-500f-4c14-8f0f-5da607e1c5a1","block_type":"box","text":"Corporate Disclosures","page_number":126,"box":{"x":76,"y":659,"width":159,"height":12}},{"id":"e0fa75e9-7cda-4c00-adcf-d77940acedc8","block_type":"box","text":"(13)","page_number":126,"box":{"x":237,"y":657,"width":21,"height":8}},{"id":"3a0612f5-eab7-4016-afc1-dd03b553fc98","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":"88086707-0ec1-49a9-8c89-171ca660bae0","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":"6123b611-3470-4339-9101-e2286d2ea909","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":"c0d17064-a2c2-4fe3-b820-288add20ea0c","block_type":"box","text":"determined most appropriate, which may include:","page_number":126,"box":{"x":59,"y":731,"width":349,"height":12}},{"id":"56b00ee3-0a8b-47fa-93be-b88b4a6b2e40","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":"d4867442-bdd4-4835-bd59-23561be3b248","block_type":"box","text":"(11) Aladdin","page_number":126,"box":{"x":59,"y":798,"width":75,"height":10}},{"id":"fbf10521-4ea9-4125-a149-855216ae95e3","block_type":"box","text":"®","page_number":126,"box":{"x":135,"y":795,"width":5,"height":4}},{"id":"42b17f3a-7419-4a5d-b0c9-c20fff8781bf","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":"96ef21eb-a263-46ec-99a2-456f93c4319d","block_type":"box","text":"®","page_number":126,"box":{"x":834,"y":795,"width":5,"height":4}},{"id":"38fd9173-cfa7-47b0-9f88-8dfb18bfb713","block_type":"box","text":"is a proprietary","page_number":126,"box":{"x":844,"y":799,"width":83,"height":9}},{"id":"cf89c71b-ddfd-48d3-af2c-43b2acee1a6f","block_type":"box","text":"investment and risk management platform.","page_number":126,"box":{"x":92,"y":811,"width":242,"height":9}},{"id":"5058de03-083b-475f-bc96-e40d2f6e174a","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":"9d7a5009-c1ec-41e0-8e64-1b3f0011d1ca","block_type":"box","text":"ill","page_number":126,"box":{"x":919,"y":826,"width":7,"height":7}},{"id":"65fb53fb-d69f-438d-af96-39ff386287fe","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":"54e7a68c-f744-4a53-b98c-24d2e010ad72","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":"35ac768a-e593-446e-b067-d6549f8eca4f","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":"83af3443-0073-48df-adfc-c0e4350edf73","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":"b4329229-74dd-41cc-9196-7e21998bf106","block_type":"box","text":"d","page_number":126,"box":{"x":916,"y":879,"width":11,"height":7}},{"id":"664458f1-f95b-4cf8-bbbe-abd5dd8230cb","block_type":"box","text":"looking statements.","page_number":126,"box":{"x":92,"y":891,"width":110,"height":10}},{"id":"1237f75a-f74a-45bb-a1ae-573dc3fb3b56","block_type":"box","text":"A-36","page_number":126,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"436bf42b-be1a-4ee6-83df-219f09828e98","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":"2385b674-18c5-4c40-8a44-a16cbf84fd91","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":"89bab176-158f-41fc-b914-16950a15812f","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":"0efda3f7-3c22-44b5-91dd-00e1773dbea4","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":"b08fa85d-db5e-4393-ace6-6041b882006b","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":"5eff677a-fc5d-413c-a774-a163b0ed44f4","block_type":"box","text":"(14), (15)","page_number":127,"box":{"x":794,"y":130,"width":49,"height":8}},{"id":"f0d8f4e8-d81e-41b7-bcb7-324aabf66159","block_type":"box","text":"IFRS S1","page_number":127,"box":{"x":849,"y":133,"width":48,"height":9}},{"id":"1c588e14-3ed6-45df-9b6d-0edf972b82ad","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":"7b095259-b745-483e-8bac-5d1668128908","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":"7b63a9d6-b1b6-4996-804c-f745b3787456","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":"dd3a7b2b-cc2b-464f-9cfa-8230196db4a1","block_type":"box","text":"standards are developed.","page_number":127,"box":{"x":98,"y":193,"width":174,"height":12}},{"id":"ee0ec7a6-3218-443a-9487-6150e3bd4db2","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":"d23f93a1-d0d7-40af-93db-13dc1766981b","block_type":"box","text":"(16), (17)","page_number":127,"box":{"x":568,"y":211,"width":49,"height":8}},{"id":"3889db02-831c-42c5-81cb-faaa083ee6ea","block_type":"box","text":"In addition, the dedicated team looks to","page_number":127,"box":{"x":623,"y":213,"width":278,"height":11}},{"id":"ac72c552-7e84-4085-b0f6-6d23ed6f985a","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":"3f876d65-1bed-4651-9d08-5126fdee36c1","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":"29e1a7ce-22e9-421c-8fbf-16b920b80e16","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":"d42b8676-b66e-4662-8590-7802d8c2c48a","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":"69206d54-963d-4395-92f1-5ec5c04f7900","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":"43233733-e440-4875-8516-6a9ab552a480","block_type":"box","text":"(18)","page_number":127,"box":{"x":539,"y":286,"width":20,"height":8}},{"id":"af18e6c8-b3c0-4965-ac8f-0ca8bec7b389","block_type":"box","text":"However, the team recognizes that companies have","page_number":127,"box":{"x":565,"y":288,"width":358,"height":13}},{"id":"1420f3c0-2adb-4974-9757-6cd526221df2","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":"4e4134b3-d360-4d32-a217-079463dad3f7","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":"2fc95b42-413c-4b28-bc44-a91ee5faea5c","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":"3f4274eb-b025-4449-9880-80db92e75d6b","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":"a5c4c22f-2347-4e88-81b1-a081324207d6","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":"04bb4b37-e0bd-41d9-aa6c-03f775d3f0c5","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":"84f0d8bd-1d32-47e2-a43f-d49a36b82b70","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":"7bb6d867-61ef-4dd0-bbab-ff7fc0dd5d13","block_type":"box","text":"mitigate material transition risks.","page_number":127,"box":{"x":99,"y":409,"width":229,"height":13}},{"id":"52624eab-9f51-4d1e-ac8f-6e547a29468c","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":"9b03ec19-18f8-4540-908b-319a567e99e6","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":"93221f5f-7b72-4d73-95ab-29e5f80b1474","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":"97e10cf3-dacb-4258-b907-57d8e39211b8","block_type":"box","text":"Transition plans","page_number":127,"box":{"x":75,"y":492,"width":115,"height":13}},{"id":"b2de84d7-6414-4d54-a5e7-9d51247c9c43","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":"d30cc754-47e2-47cd-9342-39177a1eba2b","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":"5dd8a907-5124-4f5b-86a9-9a8bb343f051","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":"8ee023a0-2b72-4c85-96a0-fa66f4bd4efc","block_type":"box","text":"(19)","page_number":127,"box":{"x":891,"y":547,"width":20,"height":8}},{"id":"c35937cc-00b2-4995-b667-cb1a0a96acf8","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":"c32d2b70-31d6-44e2-aa67-58546457dfd8","block_type":"box","text":"ld on","page_number":127,"box":{"x":892,"y":614,"width":27,"height":8}},{"id":"ac377eec-cff9-481d-9642-8e665a986561","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":"46e4d259-993f-47c8-946c-afa0dc2a0eb0","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":"f80b6de8-837b-491b-9a4b-d3358e81469d","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":"c9da7048-e3e8-45a4-ad07-9926076f0c84","block_type":"box","text":"accessed in December 2025.","page_number":127,"box":{"x":92,"y":664,"width":159,"height":8}},{"id":"abe585fb-0e1e-416a-bbe5-f3f701a12d5e","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":"fbfa9a0d-f987-4e8f-9397-0f51382b99e7","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":"3357f81c-2cf7-4b44-b862-95a27aa4b0b2","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":"8bed5432-4b2a-4bbe-9b59-47761223c79f","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":"539143ce-6e4b-46f0-a287-f68a47f75da3","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":"f87fc4fa-e932-4b8a-bacb-e1c608918dc2","block_type":"box","text":"o","page_number":127,"box":{"x":911,"y":732,"width":11,"height":6}},{"id":"b5ceb3da-56b6-47a7-bf69-07914a46c695","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":"17fc4481-4732-4bbf-bab1-b483e35f5897","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":"15f470d4-aaae-4aaa-8dec-cd9708e92501","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":"6cd5acb2-c3e9-46b0-a601-b12209388763","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":"6926f038-cf4f-4df8-87a0-41074da52a70","block_type":"box","text":"o","page_number":127,"box":{"x":924,"y":788,"width":11,"height":5}},{"id":"7cd1654c-3cb0-4ed3-a211-b07c08a52ace","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":"4e7a52b5-459d-483f-b3bb-d7a5021b5921","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":"cbe1f005-e5ae-42b7-9987-1c26c8d476d8","block_type":"box","text":"December 2025.","page_number":127,"box":{"x":92,"y":823,"width":91,"height":8}},{"id":"df76db9a-a240-4202-a009-f36a3fd9461b","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":"ce8ba4b2-a2fa-4c9e-814e-cc94deaeaa40","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":"0a119aa5-cec1-449f-bf39-ed5c93a75541","block_type":"box","text":"by","page_number":127,"box":{"x":918,"y":851,"width":12,"height":10}},{"id":"fe496e22-40b2-419b-bcab-32b5389beda8","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":"68626e7e-6b1f-4b74-a746-7a52902df332","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":"753a321a-f452-4c1f-b422-1e724e282c75","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":"f36d16cf-25f4-418d-ba26-fbda75c2e62d","block_type":"box","text":"A-37","page_number":127,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"236ee2a1-7794-4815-af46-ff294be7fdc0","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":"80a1d84b-26e4-465f-b092-5afa151e88ee","block_type":"box","text":"plans.","page_number":128,"box":{"x":59,"y":82,"width":40,"height":12}},{"id":"80341d4a-5feb-4970-89f1-dd840f31e4e5","block_type":"box","text":"(20)","page_number":128,"box":{"x":101,"y":80,"width":20,"height":8}},{"id":"2046366b-2cb8-48aa-be37-dc4398a34161","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":"35cf2e6d-1dfe-4dd7-a369-75b2032c9637","block_type":"box","text":"approaches.","page_number":128,"box":{"x":59,"y":97,"width":84,"height":12}},{"id":"95302266-b043-4cb4-97ed-e4f6e88bb955","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":"595415e8-f076-48a5-aae8-723b98bb90fe","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":"1b825ef0-09c3-4747-90ab-1cc0f2448ea8","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":"68a65d83-3317-4764-88f8-6809d1205aad","block_type":"box","text":"Boards and directors","page_number":128,"box":{"x":76,"y":180,"width":148,"height":10}},{"id":"47bb9638-6950-436c-9635-550147365e49","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":"d578d132-296e-4928-a8e6-086256a89e07","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":"0b2cafbf-1ee5-43a7-b12c-fc30bef3d924","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":"eaf076f3-dfed-4dc7-8fde-ac1f464908c0","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":"38657a6b-13fc-444b-bc50-dda8e9562b42","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":"c4420106-bf05-4cab-a587-12d46ee2d176","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":"cc3f29ea-8908-4765-b153-7edebdbc9974","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":"e10f2243-ae6b-4dca-8ac4-033fd8a8a3da","block_type":"box","text":"accountability for delivery by senior executives.","page_number":128,"box":{"x":92,"y":322,"width":328,"height":13}},{"id":"24ed8e5f-21a4-467e-807d-2af14b996e79","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":"7f4cc326-a3ae-42ed-9637-9bd400fc4001","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":"8cd51cf7-474b-4bd7-8fd1-2f8ca95317bb","block_type":"box","text":"transition strategy.","page_number":128,"box":{"x":91,"y":374,"width":130,"height":11}},{"id":"a0ee505c-430b-4c5d-b9fc-e2cfc4a6699d","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":"f1421d7b-569f-473e-b985-bedce5c46f01","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":"6d114b2c-129f-41b5-8985-c54d1b375566","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":"845dc8e4-d270-4f96-a8d1-2c567dbc1daf","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":"09a0094b-fb71-445a-a624-baf9773525c3","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":"2530ba0d-6f02-47f4-830d-32f2d72a6002","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":"4764d6e3-b814-4b2b-a7c2-b1940504a6db","block_type":"box","text":"low-carbon transition strategy.","page_number":128,"box":{"x":92,"y":494,"width":214,"height":12}},{"id":"eca36642-6274-4083-b0c9-f96c49a5fd14","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":"ece52763-c12c-4cd0-b730-dfba73963472","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":"05c07053-7417-41d8-acfd-2e2ef587b3b7","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":"0fcd9e4e-5079-4204-adbf-643230ccca93","block_type":"box","text":"constituents in their value chain.","page_number":128,"box":{"x":92,"y":559,"width":226,"height":10}},{"id":"f8d55067-7342-4b48-b004-68de117942f0","block_type":"box","text":"(21)","page_number":128,"box":{"x":320,"y":557,"width":20,"height":8}},{"id":"8e5da22f-d4ee-4baa-9160-6e2d918c70ab","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":"fcb683f0-cc67-42b0-9543-d17848630263","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":"7b88c020-e549-40ec-aa75-d5a8c06d6f76","block_type":"box","text":"(22)","page_number":128,"box":{"x":580,"y":592,"width":21,"height":9}},{"id":"1cd798fe-0612-4814-af16-73aff145f36c","block_type":"box","text":"The dedicated team looks for public policy","page_number":128,"box":{"x":606,"y":594,"width":298,"height":13}},{"id":"fad3dbbc-a12f-4401-99cf-814eee26428f","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":"e0d669b5-157c-4ed1-bfef-55dbf69251d9","block_type":"box","text":"carbon transition.","page_number":128,"box":{"x":92,"y":625,"width":122,"height":9}},{"id":"3432d822-4e0a-42c4-a141-8b7758b02dd0","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":"6c87b8c4-0f7c-498a-85e4-39a1c45c4fe1","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":"6adb18b4-ae8b-4d36-92ca-95dd100ecdbe","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":"0e9b2563-2d7b-439d-bfa7-0b51d1cdb7db","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":"0a33e409-4a1c-4632-9339-794b3f342f55","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":"00863b78-b324-474c-a134-43b28e1f0059","block_type":"box","text":"ave","page_number":128,"box":{"x":906,"y":750,"width":18,"height":5}},{"id":"ddcd3922-c39e-4333-9208-82f37fa923cc","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":"feea99e4-c81e-45d0-8bf9-43d6526485ed","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":"ac4c98de-5338-43fd-8e86-2e89f08dec4f","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":"ae75bfab-ae17-49ee-92ee-3d44103f3b41","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":"f0f777b2-8256-47ca-b736-7eaaa629aa36","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":"a3d28cf5-cc3c-46e5-9aff-c937821dde82","block_type":"box","text":"lv","page_number":128,"box":{"x":922,"y":813,"width":13,"height":8}},{"id":"77f29a90-e0ef-442c-b9b3-e45a47277e9c","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":"806c28fc-2955-4de3-afbe-a41c55fea237","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":"84ee1953-51c9-4550-a182-48186988e3a0","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":"6946b1c7-d87c-41a5-b0e3-12d8f5c8e577","block_type":"box","text":"n","page_number":128,"box":{"x":926,"y":853,"width":6,"height":6}},{"id":"81d81aa6-e3b7-4a16-8cb6-06f66e812b08","block_type":"box","text":"December 2025.","page_number":128,"box":{"x":92,"y":863,"width":91,"height":8}},{"id":"322baf7d-6c30-460b-932c-0dcb46c5b1f1","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":"1738be5e-e1d1-46ad-8c7f-f658bc6f63eb","block_type":"box","text":"hips), and","page_number":128,"box":{"x":874,"y":879,"width":55,"height":9}},{"id":"3568d7e5-d500-4e63-98ff-10f2ea6a24ee","block_type":"box","text":"corporate political contributions.","page_number":128,"box":{"x":92,"y":891,"width":182,"height":10}},{"id":"791fbfac-91e7-4d85-8459-0ccae200d633","block_type":"box","text":"A-38","page_number":128,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"067ff2d9-1cd4-4682-931f-a005085d3fdc","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":"2c523543-d251-4b94-8fe2-750ce37cf197","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":"1d56f373-6236-4811-9dab-cf91e80bccd7","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":"1d3956c8-faa6-47b6-818b-6f3f835eef52","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":"982dba5c-30fe-49c3-87c9-f4ff24754c5e","block_type":"box","text":"board or equivalent and/or board reports.","page_number":129,"box":{"x":60,"y":127,"width":291,"height":12}},{"id":"00224fdd-71aa-4b2a-ab13-2684828dac82","block_type":"box","text":"(23)","page_number":129,"box":{"x":352,"y":125,"width":21,"height":8}},{"id":"72ee327e-a606-42b2-b336-2578a0bd7fe3","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":"34e258be-c00d-4610-a2f2-292ef5db2d64","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":"6399ac9f-7c87-4a60-8d7b-eba053ddc538","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":"31d71cf2-7266-4872-96c3-bd1744f3f809","block_type":"box","text":"(24)","page_number":129,"box":{"x":517,"y":182,"width":20,"height":8}},{"id":"7d9b930a-70f6-4c40-84b7-2b5ff5662c63","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":"9f31d8ab-3f1b-469f-bd04-a6cc4ba428cb","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":"18ec8c0b-abb5-4d00-b831-60fdd27dd8f6","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":"fcca7592-0001-46c0-bf05-18485b7f52da","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":"3fbdd46b-bc3f-41bd-914a-9ee89d39a6ba","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":"9872e582-34f9-4bdd-b504-dce382901061","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":"d36788bb-a922-4081-898e-33ef382172a1","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":"80293ab0-9d21-48be-bc99-46b4e7eae137","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":"1e647c69-d869-4e82-b130-538ab11258e2","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":"6bf88329-4258-4c74-90d3-353c37161ec2","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":"12838242-df96-4e0d-b61d-851a7da82152","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":"8bfaeb4f-28ae-45d4-a8ff-678e7d6b6b59","block_type":"box","text":"companies across sectors, locations, and business models.","page_number":129,"box":{"x":59,"y":411,"width":410,"height":12}},{"id":"ce23eb63-fda9-431c-b515-59cfca04ab70","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":"26cbc78c-cdcb-4e0f-94e2-96c81fc5cacc","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":"7fd39482-b8a7-47b1-9e4d-628f40b7d7d7","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":"37f47cff-5aaa-4e14-a404-8ba89a50ba7d","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":"05d829cb-d19f-495e-b2ea-6f0f1dcfa082","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":"4553bb8a-0af2-4e7d-bd1f-f932c8ab2570","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":"d08ed6d7-f51f-4c11-a789-ae526a9f7fcf","block_type":"box","text":"ask a company to:","page_number":129,"box":{"x":59,"y":539,"width":126,"height":12}},{"id":"22460b97-1513-4453-9b1f-997a6cbcc0b5","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":"0f73b34e-36df-4c6b-a131-ad18fa9c19aa","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":"a36ebba5-b902-418c-b081-171081c4476c","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":"72e1abc0-c88c-4dda-a9c9-136ea0386136","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":"97dd69d4-39aa-4043-96d6-0ed230680059","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":"0fc5b526-e6b1-4f27-9870-dfd876dbf96a","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":"b48026f0-4ef5-476f-a95e-43d9c0745785","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":"49b171dc-fa36-4b70-8d8f-7d3891b7b7ea","block_type":"box","text":"(25)","page_number":129,"box":{"x":548,"y":663,"width":21,"height":8}},{"id":"7d9f1ccf-5fe5-436e-acf1-91e5d35000f1","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":"83e1c990-f9c9-4d36-87ae-1f6b27cbb424","block_type":"box","text":"or direct specific business or strategic decisions.","page_number":129,"box":{"x":59,"y":707,"width":337,"height":12}},{"id":"92fdadac-3819-4ec0-bd1a-955c997e1a0a","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":"32bd0852-68b3-4783-bc7f-674d0056c65e","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":"389a4779-309e-4631-9e44-f64c77b1d2e7","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":"26cb662b-bb79-44ff-a659-08d5e85b2c74","block_type":"box","text":"not","page_number":129,"box":{"x":905,"y":827,"width":18,"height":6}},{"id":"64da1772-32bb-46ef-9d13-499437ec89a5","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":"2ac54106-bfd6-476e-bf47-a7afb400def6","block_type":"box","text":"e","page_number":129,"box":{"x":918,"y":841,"width":5,"height":5}},{"id":"29f56aee-ee7d-4a9e-8410-c3fcd2bc01f6","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":"b0dfc1d1-447e-4988-9620-c0889e11e895","block_type":"box","text":"lines.","page_number":129,"box":{"x":92,"y":863,"width":27,"height":8}},{"id":"90104fc9-b68c-4983-9899-6d6ecc2baee2","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":"41486e3c-bb30-4026-b3ba-fbd7afd0a49c","block_type":"box","text":"hips), and","page_number":129,"box":{"x":874,"y":879,"width":55,"height":9}},{"id":"440143f1-571e-4acc-9790-7b60b1565806","block_type":"box","text":"corporate political contributions.","page_number":129,"box":{"x":92,"y":891,"width":182,"height":10}},{"id":"512d919b-d0f2-4d36-a803-778c1dc2ccd1","block_type":"box","text":"A-39","page_number":129,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"55e9188d-9991-42ea-8aaa-f327877b08dc","block_type":"box","text":"Related matters","page_number":130,"box":{"x":60,"y":67,"width":111,"height":9}},{"id":"3fb1f0aa-8026-4fa2-befa-63c49f053436","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":"c6cc6e57-e287-4fd3-b435-a2cde461bfa8","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":"4373ea38-1f50-4679-a461-ce1acd7d68d8","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":"0762ef59-8bb3-4e8f-b1d9-b6a47a4b46d7","block_type":"box","text":"Policies.","page_number":130,"box":{"x":60,"y":138,"width":53,"height":10}},{"id":"44196e95-c184-43dd-936b-3726879f3f16","block_type":"box","text":"Executive compensation","page_number":130,"box":{"x":76,"y":166,"width":174,"height":11}},{"id":"6ac09c4d-242b-4178-822e-e1b030ae6118","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":"c5386734-0ecf-486c-928b-fe1a2c7b3128","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":"d5839d98-d3a6-4e84-9849-43bc623a2c4c","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":"f2a9f160-b472-4065-ae9c-af98d60ba0c9","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":"64e5b0f6-cc42-4961-9af3-3e6c530f83f9","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":"6ebaf840-7334-4063-9afa-689cead0241f","block_type":"box","text":"Auditors and audit-related issues","page_number":130,"box":{"x":75,"y":278,"width":240,"height":10}},{"id":"31ef1a1d-90c3-4165-8185-882dce55e580","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":"a88b1b6a-6cc1-4f52-bd4b-402160df3c5b","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":"f8af1c56-dde8-4299-965e-b8579f77d3e3","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":"43ed668e-f7de-4afe-9eb5-728f162699c1","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":"ee05fe27-477b-469a-8718-da5dfdf024e7","block_type":"box","text":"nascent.","page_number":130,"box":{"x":60,"y":366,"width":57,"height":9}},{"id":"71e1e51c-4b64-4340-80ff-001786f2bcce","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":"3f7a7a6f-bbc1-45e1-aa1d-6efd3d055c66","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":"a2afdadd-2f6e-49a5-abc5-205ce0c6917d","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":"5bb9c666-ff0f-4c1e-964b-50aabc437832","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":"fdca64fa-1758-4156-836a-1d53bd9d9789","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":"7063d8ab-7910-4274-a611-b49d200f09d2","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":"e0aa3c5e-4484-4b4a-ada7-c7a224bf24cb","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":"c7d0a13a-de5f-4408-9f18-d7805450852b","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":"b13741ee-d72f-4646-9230-744207a067f9","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":"1ae4753d-36b1-4164-93b4-f348d5576993","block_type":"box","text":"(26)","page_number":130,"box":{"x":712,"y":545,"width":21,"height":8}},{"id":"ab8fcf17-3ccc-4a34-b8df-184571ff9a7b","block_type":"box","text":"In the context of these","page_number":130,"box":{"x":739,"y":547,"width":156,"height":9}},{"id":"c26a6b03-4023-4fd6-bdc6-1d898c5ef072","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":"5797ed84-05a3-4d47-aa75-4a3564d11088","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":"b2cc162c-2620-4a28-a3cb-3aa62158bf44","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":"5f45a4cc-18be-4b08-80d1-699e3015a7a3","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":"a187a061-f472-4969-8ff5-b802cd0d5d98","block_type":"box","text":"to a low-carbon economy.","page_number":130,"box":{"x":59,"y":622,"width":182,"height":13}},{"id":"9e875301-973c-4ba0-a0b9-bf306f8bbf54","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":"4edadd34-d51c-4065-8417-a1d89ce55947","block_type":"box","text":"rights risks, December 2025.","page_number":130,"box":{"x":92,"y":891,"width":158,"height":10}},{"id":"cdfdf872-961c-4f71-ae01-d92df8444126","block_type":"box","text":"A-40","page_number":130,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"82a5418a-026b-4247-b3cd-57976d4e8ee4","block_type":"box","text":"Appendix 1","page_number":131,"box":{"x":59,"y":67,"width":80,"height":12}},{"id":"e7ea2346-da72-4aee-bdd9-5f95520949d6","block_type":"box","text":"Terminology","page_number":131,"box":{"x":75,"y":93,"width":91,"height":12}},{"id":"5a0cb5ec-aad9-4862-8e61-97c0e3331aa8","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":"ced71c40-36a8-4ad5-9a9f-5e1ad293d8b1","block_type":"box","text":"Climate risk:","page_number":131,"box":{"x":59,"y":146,"width":88,"height":10}},{"id":"2e9981ec-8bfb-4d6c-af51-bcdb0fa78110","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":"d505587c-49e6-44a4-9806-bc93be09f4d9","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":"310cd314-cae9-46e5-9355-df40d9f67d10","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":"46f02f06-cee6-4d0b-b56d-44812c1874c3","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":"c3f0f0eb-e027-4c88-91c1-adaf3e999e95","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":"983ab68c-f7b0-4c8a-a591-63b6f6533d67","block_type":"box","text":"many sectors and business models. 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