{"annotation_id":"3ee94e6b-951a-4ef6-845d-f424aba70449","file_hash":"211dd12c4653e2f9d8abd97bf18da26a77803aa999a6b68d6bfc383650997646","schema_id":"open/document-extraction","schema_version":"0.5.0","record":{"extraction_type":"boxes","producer":"pdf-extractor-v0.5.0","blocks":[{"id":"5694addf-3e4c-4d1a-af90-96a14811ded5","block_type":"box","text":"iShares Trust","page_number":1,"box":{"x":450,"y":69,"width":103,"height":10}},{"id":"78a536ed-ebbb-4152-980a-b6a11f42a446","block_type":"box","text":"Supplement dated October 1, 2026","page_number":1,"box":{"x":367,"y":85,"width":269,"height":12}},{"id":"2c4d83c6-3809-4a87-809e-fde015588b2f","block_type":"box","text":"to the currently effective Prospectus, Summary Prospectus and Statement of Additional Information","page_number":1,"box":{"x":119,"y":100,"width":765,"height":13}},{"id":"4424e7a0-9019-4dab-88fe-4362a1beb36f","block_type":"box","text":"(“SAI”) for the iShares Large Cap 10% Target Buffer Sep ETF (STEN), iShares Large Cap Max Buffer","page_number":1,"box":{"x":127,"y":116,"width":750,"height":12}},{"id":"046b63b1-8973-4b87-a2ae-e173e3e0df73","block_type":"box","text":"Sep ETF (SMAX) and iShares Large Cap Accelerated Outcome ETF (TWOX) (each, a “Fund”)","page_number":1,"box":{"x":154,"y":131,"width":695,"height":13}},{"id":"10afc83f-f17d-4137-bf49-d5f8470697ac","block_type":"box","text":"As described in the Fund’s Prospectus, Summary Prospectus and SAI, each Fund seeks to provide certain","page_number":1,"box":{"x":116,"y":154,"width":764,"height":13}},{"id":"06a5b2b3-18f5-438e-85b5-411cb371831f","block_type":"box","text":"outcomes for an investment held over an entire Outcome Period. Capitalized terms have the meanings","page_number":1,"box":{"x":116,"y":170,"width":747,"height":13}},{"id":"db9b7903-9548-4cf4-99fa-4677bb5658b9","block_type":"box","text":"ascribed to them in each Fund’s Prospectus and SAI.","page_number":1,"box":{"x":116,"y":185,"width":385,"height":13}},{"id":"8e72a408-a004-4662-bce7-43c81d4e9927","block_type":"box","text":"An investment in each Fund over the course of the Outcome Period is subject to such Fund’s","page_number":1,"box":{"x":116,"y":209,"width":677,"height":12}},{"id":"c02a8d20-2bd7-44b7-a94c-d38eb468e211","block_type":"box","text":"Approximate Cap as set forth in the table below.","page_number":1,"box":{"x":116,"y":224,"width":354,"height":13}},{"id":"72cf2189-ff79-48c6-b6b5-33034ed8c88f","block_type":"box","text":"Fund (Ticker) Outcome Period Approximate Cap","page_number":1,"box":{"x":183,"y":245,"width":631,"height":12}},{"id":"ec3c9cdb-3237-4f65-a35b-5a88b6029ce7","block_type":"box","text":"iShares Large Cap 10% Target","page_number":1,"box":{"x":124,"y":266,"width":224,"height":12}},{"id":"6997aa8a-b94c-4467-a44b-a033f73199a9","block_type":"box","text":"Buffer Sep ETF (STEN)","page_number":1,"box":{"x":162,"y":281,"width":165,"height":13}},{"id":"b81670b6-9c3c-42a9-8105-462acbd5832b","block_type":"box","text":"Oct. 1, 2026","page_number":1,"box":{"x":434,"y":266,"width":92,"height":11}},{"id":"c0137f46-08b2-49dc-8e95-31bcfeb6a31f","block_type":"box","text":"to Sep. 30, 2027","page_number":1,"box":{"x":419,"y":282,"width":122,"height":12}},{"id":"5a928152-a761-440e-bd37-b477db8db23c","block_type":"box","text":"19.25% (gross of management fee)","page_number":1,"box":{"x":616,"y":266,"width":261,"height":12}},{"id":"7a5d1d5e-a8f4-4b8e-a0a5-987198389639","block_type":"box","text":"18.75% (net of management fee)","page_number":1,"box":{"x":624,"y":281,"width":245,"height":13}},{"id":"3b85847b-4e2c-4225-9bae-f942a0fdc89a","block_type":"box","text":"iShares Large Cap Max Buffer","page_number":1,"box":{"x":127,"y":304,"width":218,"height":13}},{"id":"bdd2e907-b6fb-4886-8d3e-6a9033fd58d3","block_type":"box","text":"Sep ETF (SMAX)","page_number":1,"box":{"x":182,"y":320,"width":124,"height":12}},{"id":"a120ae57-dee6-49b8-bc73-0f2c912c798e","block_type":"box","text":"Oct. 1, 2026","page_number":1,"box":{"x":434,"y":305,"width":92,"height":11}},{"id":"ce839d80-e209-46a1-93d6-f84229d1202b","block_type":"box","text":"to Sep. 30, 2027","page_number":1,"box":{"x":419,"y":320,"width":122,"height":12}},{"id":"cfa4e35c-7c76-45ba-b9ce-22b92f0eee21","block_type":"box","text":"9.77% (gross of management fee)","page_number":1,"box":{"x":619,"y":304,"width":254,"height":13}},{"id":"3cf13278-9595-4474-9b2e-dbc441cfec8e","block_type":"box","text":"9.27% (net of management fee)","page_number":1,"box":{"x":627,"y":320,"width":238,"height":12}},{"id":"3e04a4fa-df68-4faa-8a8c-e00a5e8dabe8","block_type":"box","text":"iShares Large Cap Accelerated","page_number":1,"box":{"x":124,"y":343,"width":224,"height":13}},{"id":"de9a6ff4-22df-4d72-a4c8-aa7119248ae7","block_type":"box","text":"Outcome ETF (TWOX)","page_number":1,"box":{"x":160,"y":359,"width":168,"height":12}},{"id":"16c58c14-2b33-4741-a8d1-cc0851a9d224","block_type":"box","text":"Oct. 1, 2026","page_number":1,"box":{"x":434,"y":344,"width":92,"height":11}},{"id":"2118f320-09d7-415a-9e28-3cbc9ef063bb","block_type":"box","text":"to Dec. 31, 2026","page_number":1,"box":{"x":418,"y":359,"width":124,"height":11}},{"id":"866831cf-cdf7-4bc3-abd6-39a0a2caa0d0","block_type":"box","text":"6.90% (gross of management fee)","page_number":1,"box":{"x":619,"y":343,"width":254,"height":13}},{"id":"bf3e6f23-8c6a-4da4-95f2-3e81c1cb88e5","block_type":"box","text":"6.78% (net of management fee)","page_number":1,"box":{"x":627,"y":359,"width":238,"height":12}},{"id":"992a4ba8-7b90-4d89-9f3c-3aa80e2d733d","block_type":"box","text":"Each Fund’s Prospectus, Summary Prospectus and SAI are amended to revise all references to the","page_number":1,"box":{"x":117,"y":390,"width":712,"height":12}},{"id":"2b1a45e4-db5c-4bc5-81b5-9ff522383ecf","block_type":"box","text":"Outcome Period and Approximate Cap, when applicable, to reflect the information above.","page_number":1,"box":{"x":116,"y":405,"width":655,"height":13}},{"id":"61209d42-c000-4e83-8b5c-a9b0b21e00cd","block_type":"box","text":"If you have any questions, please call 1-800-iShares (1-800-474-2737).","page_number":1,"box":{"x":117,"y":428,"width":521,"height":13}},{"id":"6276753e-49d5-4c09-a703-bbc627465df5","block_type":"box","text":"iShares","page_number":1,"box":{"x":117,"y":869,"width":40,"height":8}},{"id":"47893174-cc5c-4981-8ca9-911ff4f5071a","block_type":"box","text":"®","page_number":1,"box":{"x":158,"y":869,"width":8,"height":5}},{"id":"a0edc6c0-2012-42a5-b9cc-df6b411f147d","block_type":"box","text":"is a registered trademark of BlackRock Fund Advisors and its affiliates.","page_number":1,"box":{"x":170,"y":869,"width":406,"height":10}},{"id":"e9a90dcf-fd2b-4ff8-8351-3ce736ada1df","block_type":"box","text":"IS-A-OC-Cap-1026","page_number":1,"box":{"x":773,"y":887,"width":110,"height":10}},{"id":"b12f97c5-54a3-4d37-8b59-486f8005ccd8","block_type":"box","text":"PLEASE RETAIN THIS SUPPLEMENT","page_number":1,"box":{"x":368,"y":911,"width":265,"height":9}},{"id":"9862234e-790b-48dd-89fc-663d841ba6d4","block_type":"box","text":"FOR FUTURE REFERENCE","page_number":1,"box":{"x":407,"y":926,"width":186,"height":10}},{"id":"05648d00-774a-4448-813a-e66404fbcc8b","block_type":"box","text":"iShares Trust","page_number":2,"box":{"x":450,"y":69,"width":103,"height":10}},{"id":"1c04590b-6c53-41d5-aeaf-e24d6846db75","block_type":"box","text":"Supplement dated September 22, 2026","page_number":2,"box":{"x":352,"y":85,"width":300,"height":12}},{"id":"ba40cf37-d066-4180-95da-5254c2deff02","block_type":"box","text":"to the currently effective Summary Prospectus, Prospectus and Statement of Additional Information","page_number":2,"box":{"x":119,"y":100,"width":765,"height":13}},{"id":"b98359e9-a3c7-4ce6-be37-42a88f46ad57","block_type":"box","text":"(“SAI”) for the iShares Large Cap 10% Target Buffer Sep ETF (STEN), iShares Large Cap Max Buffer","page_number":2,"box":{"x":127,"y":116,"width":750,"height":12}},{"id":"293c528b-0416-4f5d-99a1-10041a06aa9b","block_type":"box","text":"Sep ETF (SMAX) and iShares Large Cap Accelerated Outcome ETF (TWOX) (each, a “Fund”)","page_number":2,"box":{"x":154,"y":131,"width":695,"height":13}},{"id":"8b170507-7156-46fb-adc9-f4eea811f0b6","block_type":"box","text":"As described in the Fund’s Prospectus, Summary Prospectus and SAI, each Fund seeks to provide certain","page_number":2,"box":{"x":116,"y":154,"width":764,"height":13}},{"id":"38a3101d-eba8-4393-8bf4-71bf1ca7f216","block_type":"box","text":"outcomes for an investment held over an entire Outcome Period. Capitalized terms have the meanings","page_number":2,"box":{"x":116,"y":170,"width":747,"height":13}},{"id":"ba37955d-f54b-43c7-aaea-33a59e3a9d0c","block_type":"box","text":"ascribed to them in each Fund’s Prospectus and SAI.","page_number":2,"box":{"x":116,"y":185,"width":385,"height":13}},{"id":"2715b92b-b29b-474a-a211-68d45ede8ae7","block_type":"box","text":"The table below shows an estimated range for the Approximate Cap for each Fund’s upcoming Outcome","page_number":2,"box":{"x":116,"y":209,"width":766,"height":12}},{"id":"868e5b81-37e6-41ae-a1b8-adfe518e0811","block_type":"box","text":"Period as estimated by the Fund’s investment adviser using information available as of the date of this","page_number":2,"box":{"x":117,"y":224,"width":743,"height":13}},{"id":"4237e719-6b46-4dc3-95a2-68686f42f748","block_type":"box","text":"supplement. The estimate is unaudited, subject to certain limitations and subject to change, and each","page_number":2,"box":{"x":116,"y":240,"width":741,"height":12}},{"id":"310cc8a4-818e-4824-9461-2c4869a6c0a7","block_type":"box","text":"Fund is under no obligation to, and does not expect to, update the estimate. The final Approximate Cap","page_number":2,"box":{"x":117,"y":255,"width":753,"height":13}},{"id":"6b878ddb-8859-4d9b-847a-50ed47ebba31","block_type":"box","text":"for the upcoming Outcome Period, which may be more or less than the estimated ranges, will be","page_number":2,"box":{"x":116,"y":271,"width":706,"height":12}},{"id":"7c4baacc-59d2-4601-a5ff-5c6fc467daba","block_type":"box","text":"included in a supplement filing following the close of business on the last business day of the current","page_number":2,"box":{"x":117,"y":286,"width":735,"height":13}},{"id":"4328cca2-20a9-4ab0-a8e3-40581bda02e8","block_type":"box","text":"Outcome Period.","page_number":2,"box":{"x":116,"y":302,"width":127,"height":10}},{"id":"de3771f6-844b-4fc0-95e5-ac4bf997b845","block_type":"box","text":"Fund (Ticker)","page_number":2,"box":{"x":186,"y":330,"width":106,"height":13}},{"id":"b4ef125f-1d04-42e8-8ffb-fea7a80ba4a2","block_type":"box","text":"Upcoming Outcome","page_number":2,"box":{"x":368,"y":328,"width":154,"height":12}},{"id":"1583f03c-5cf1-4d25-9d50-763c66dda5ee","block_type":"box","text":"Period","page_number":2,"box":{"x":419,"y":340,"width":52,"height":10}},{"id":"c25ff04a-7262-4b50-a5fa-5c63e481569a","block_type":"box","text":"Estimated Approximate Cap Range","page_number":2,"box":{"x":575,"y":330,"width":267,"height":13}},{"id":"6ab80915-63d2-4da2-ab05-d6c4a521df5c","block_type":"box","text":"iShares Large Cap 10% Target","page_number":2,"box":{"x":127,"y":368,"width":223,"height":12}},{"id":"ce007dcf-5221-4942-a24f-37f37f7fdd66","block_type":"box","text":"Buffer Sep ETF (STEN)","page_number":2,"box":{"x":165,"y":383,"width":164,"height":13}},{"id":"d4c77a95-6823-422e-b284-25b923327c37","block_type":"box","text":"Oct. 1, 2026","page_number":2,"box":{"x":399,"y":368,"width":92,"height":11}},{"id":"90eea37f-2d4f-478b-a4f7-1cfce8e7415b","block_type":"box","text":"to Sep. 30, 2027","page_number":2,"box":{"x":384,"y":384,"width":122,"height":12}},{"id":"ff3f25b3-a428-49c1-ad65-3baeb733fe1e","block_type":"box","text":"18.20% - 20.26% (gross of management fee)","page_number":2,"box":{"x":543,"y":364,"width":332,"height":12}},{"id":"6cbceb09-61e2-4cf9-a63f-447c52a29b71","block_type":"box","text":"17.70% - 19.76% (net of management fee)","page_number":2,"box":{"x":551,"y":387,"width":316,"height":13}},{"id":"47894ca4-acc4-4881-b9d3-667258b8d313","block_type":"box","text":"iShares Large Cap Max Buffer","page_number":2,"box":{"x":130,"y":414,"width":217,"height":13}},{"id":"69f24dbf-7bc6-4152-afe5-feb0891b28d4","block_type":"box","text":"Sep ETF (SMAX)","page_number":2,"box":{"x":185,"y":430,"width":124,"height":12}},{"id":"5ebca507-544c-4313-85c5-89d1c79b6432","block_type":"box","text":"Oct. 1, 2026","page_number":2,"box":{"x":399,"y":415,"width":92,"height":11}},{"id":"3f402679-ddd9-4b27-b34c-b89d5ef27f98","block_type":"box","text":"to Sep. 30, 2027","page_number":2,"box":{"x":384,"y":430,"width":122,"height":12}},{"id":"d21fbe12-fb6e-4965-b05b-af9e05778d05","block_type":"box","text":"8.88% - 9.95% (gross of management fee)","page_number":2,"box":{"x":551,"y":410,"width":315,"height":13}},{"id":"44972540-b5c2-4658-a3c1-6e1b6005858d","block_type":"box","text":"8.38% - 9.45% (net of management fee)","page_number":2,"box":{"x":559,"y":433,"width":299,"height":13}},{"id":"d5285aa9-a67d-46bf-9cae-282d820f973d","block_type":"box","text":"iShares Large Cap Accelerated","page_number":2,"box":{"x":127,"y":461,"width":224,"height":12}},{"id":"518d733a-fb8c-48e0-9be6-d6aac2313f9b","block_type":"box","text":"Outcome ETF (TWOX)","page_number":2,"box":{"x":163,"y":476,"width":168,"height":13}},{"id":"85308318-0464-4004-829a-af4e7c41f244","block_type":"box","text":"Oct. 1, 2026","page_number":2,"box":{"x":399,"y":461,"width":92,"height":11}},{"id":"1e6fc2f5-6d28-456f-88db-dccf10695744","block_type":"box","text":"to Dec. 31, 2026","page_number":2,"box":{"x":383,"y":477,"width":124,"height":11}},{"id":"580f6484-126c-40de-b622-d34d6ff64261","block_type":"box","text":"6.25% - 8.17% (gross of management fee)","page_number":2,"box":{"x":551,"y":457,"width":315,"height":12}},{"id":"d9e63f3b-7ce7-4f7a-b27a-7d2efc35a697","block_type":"box","text":"6.13% - 8.04% (net of management fee)","page_number":2,"box":{"x":559,"y":480,"width":299,"height":13}},{"id":"7a80c808-1bd0-4ce3-8e57-ed8ce4a20322","block_type":"box","text":"If you have any questions, please call 1-800-iShares (1-800-474-2737).","page_number":2,"box":{"x":117,"y":511,"width":521,"height":13}},{"id":"29a70bd4-caf8-4e16-b364-3d4d591f81b0","block_type":"box","text":"iShares","page_number":2,"box":{"x":117,"y":869,"width":40,"height":8}},{"id":"cdc51fa8-45ff-4e90-b419-eba96a1fd6a1","block_type":"box","text":"®","page_number":2,"box":{"x":158,"y":869,"width":8,"height":5}},{"id":"6236ca37-3b80-4418-ae20-80e080246c22","block_type":"box","text":"is a registered trademark of BlackRock Fund Advisors and its affiliates.","page_number":2,"box":{"x":170,"y":869,"width":406,"height":10}},{"id":"ec4f0c26-dda0-490d-8c80-4efa95dab55e","block_type":"box","text":"IS-A-iCap-0926","page_number":2,"box":{"x":793,"y":887,"width":90,"height":10}},{"id":"2371a3b3-da1f-4460-811e-c61ad33c3bdd","block_type":"box","text":"PLEASE RETAIN THIS SUPPLEMENT","page_number":2,"box":{"x":368,"y":911,"width":265,"height":9}},{"id":"8cc30016-f970-47b1-81f1-76f1a616316c","block_type":"box","text":"FOR FUTURE REFERENCE","page_number":2,"box":{"x":407,"y":926,"width":186,"height":10}},{"id":"ce4e3076-4a86-4b97-af5e-7752e51b7f91","block_type":"box","text":"iShares, Inc., iShares Trust, and iShares U.S. ETF Trust","page_number":3,"box":{"x":298,"y":69,"width":408,"height":12}},{"id":"70597adc-1e48-4dac-94b6-9ea7231e25ae","block_type":"box","text":"Supplement dated September 11, 2026","page_number":3,"box":{"x":352,"y":85,"width":300,"height":12}},{"id":"e58914f0-7fea-456b-a5e9-42e46a470cfa","block_type":"box","text":"to the currently effective Statement of Additional Information (the “SAI”) for each series of","page_number":3,"box":{"x":153,"y":100,"width":696,"height":13}},{"id":"6769253c-6063-471d-bc95-7a1f8f6f4cc2","block_type":"box","text":"iShares, Inc., iShares Trust, and iShares U.S. ETF Trust (each, a “Fund”)","page_number":3,"box":{"x":234,"y":116,"width":536,"height":12}},{"id":"66b9a280-3df7-4cac-a790-9191984caae9","block_type":"box","text":"Effectively immediately, the fifth paragraph of the “Payments by BFA and its Affiliates” subsection of","page_number":3,"box":{"x":117,"y":139,"width":767,"height":13}},{"id":"415a9d9b-02c1-4e8a-aefb-388bf0401d49","block_type":"box","text":"the section entitled “Investment Advisory, Administrative and Distribution Services” of the SAI for","page_number":3,"box":{"x":116,"y":154,"width":748,"height":13}},{"id":"5abe2f53-eea3-481e-bc58-6d074958c42b","block_type":"box","text":"each series is deleted in its entirety and replaced with the following:","page_number":3,"box":{"x":116,"y":170,"width":519,"height":13}},{"id":"1580689c-23b9-4c77-8997-d70345ef5429","block_type":"box","text":"In addition, BFA Entities have entered into other contractual arrangements with Intermediaries and","page_number":3,"box":{"x":117,"y":193,"width":719,"height":13}},{"id":"1c99102f-34a3-4e97-bdda-42b279d8fc33","block_type":"box","text":"certain other third parties that the BFA Entities believe may benefit the business of the BFA Entities or","page_number":3,"box":{"x":116,"y":209,"width":737,"height":12}},{"id":"a78402d0-35ec-4a80-960c-3d61f94603c5","block_type":"box","text":"facilitate investment in the Fund or certain Products. Such agreements can include payments by BFA","page_number":3,"box":{"x":116,"y":224,"width":734,"height":13}},{"id":"c44e1066-faec-4836-b27f-9df3fd9ebb28","block_type":"box","text":"Entities to such Intermediaries and third parties for data collection and provision, technology support,","page_number":3,"box":{"x":117,"y":240,"width":739,"height":12}},{"id":"9cb21295-6f93-44b9-a2bd-ff788a571ecf","block_type":"box","text":"platform enhancement, or educational content, co-marketing and cross-promotional efforts. In certain","page_number":3,"box":{"x":116,"y":255,"width":749,"height":13}},{"id":"3f0c6093-0c88-48f9-a7f3-2cf1efd55cb4","block_type":"box","text":"cases, such payments to Intermediaries are subject to certain minimum payment levels or tiered","page_number":3,"box":{"x":116,"y":271,"width":701,"height":12}},{"id":"9cd44ba2-d2e2-4333-9721-e772d173a556","block_type":"box","text":"payments. With respect to certain funds and Products, payments by the BFA Entities may take the form","page_number":3,"box":{"x":116,"y":286,"width":754,"height":13}},{"id":"d25e7374-e928-478b-813b-90897ee316db","block_type":"box","text":"of, among other things, “due diligence” payments for an Intermediary’s review of such funds and","page_number":3,"box":{"x":116,"y":302,"width":708,"height":12}},{"id":"cc4cfe76-c41b-483a-95b5-006d7ccb11dc","block_type":"box","text":"Products; payment for providing employee training and information relating to such funds and Products;","page_number":3,"box":{"x":117,"y":317,"width":763,"height":13}},{"id":"29e2a3e9-d15c-4065-bbba-1bac6cebe290","block_type":"box","text":"fees for access (in some cases on a preferential basis) to an Intermediary’s registered representatives,","page_number":3,"box":{"x":116,"y":333,"width":739,"height":12}},{"id":"91fcc590-ba91-49f6-a58e-594ec40d65bb","block_type":"box","text":"salespersons or other personnel, fees for maintaining an Intermediary’s investor platform, “shelf space”","page_number":3,"box":{"x":116,"y":348,"width":753,"height":13}},{"id":"ee3181a0-c5a9-45aa-8e53-0a93d709e103","block_type":"box","text":"payments for making such funds and Products available on the Intermediary’s platform or fees for","page_number":3,"box":{"x":116,"y":364,"width":716,"height":12}},{"id":"f139a145-cbc1-4c83-b331-7d4a326c88f8","block_type":"box","text":"providing assistance in promoting the sale of such funds and Products. In such cases, the payments to","page_number":3,"box":{"x":116,"y":379,"width":747,"height":13}},{"id":"c3f60f93-c356-4a2c-b104-2ce9688f3c5b","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":3,"box":{"x":117,"y":395,"width":738,"height":12}},{"id":"fb9b59db-9e97-49c4-b073-b96bf8c8ef30","block_type":"box","text":"customers of the applicable Intermediary and may also be subject to minimum payment levels. Payments","page_number":3,"box":{"x":116,"y":410,"width":769,"height":13}},{"id":"f032fa41-4fa4-457d-bfa6-a909757571ad","block_type":"box","text":"made pursuant to such arrangements may vary in any year and may be different for different","page_number":3,"box":{"x":117,"y":426,"width":677,"height":12}},{"id":"72c50a6f-de45-4ed9-be43-736998ecd7c4","block_type":"box","text":"Intermediaries and third parties and may reflect different services provided. As of the date of this SAI, the","page_number":3,"box":{"x":117,"y":441,"width":764,"height":13}},{"id":"925640b3-1c66-439d-8cb3-906a4e9a7c0f","block_type":"box","text":"Intermediaries and other third parties (or their respective affiliates) receiving one or more types of the","page_number":3,"box":{"x":117,"y":457,"width":740,"height":12}},{"id":"eb83d5ec-2b4c-413a-9564-790508dbf247","block_type":"box","text":"contractual payments described above include (in addition to FBS and NFS): &Partners, Advisor Credit","page_number":3,"box":{"x":116,"y":472,"width":743,"height":13}},{"id":"97ad23a4-cb59-4f71-b670-4afa1fe77d22","block_type":"box","text":"Exchange, AE Wealth Management, LLC, American Enterprise Investment Services, Inc., Avantax","page_number":3,"box":{"x":117,"y":488,"width":702,"height":12}},{"id":"5218f095-a86e-4fe4-b91d-f368b1d28515","block_type":"box","text":"Investment Services, Inc., BNY Mellon Capital Markets, LLC, BNY Mellon Performance & Risk Analytics,","page_number":3,"box":{"x":117,"y":503,"width":744,"height":13}},{"id":"667f17de-53ee-4bdc-962f-89af8855575c","block_type":"box","text":"LLC, Cetera Financial Group, Inc., Charles Schwab & Co., Inc., Clearstream Fund Centre AG,","page_number":3,"box":{"x":117,"y":519,"width":660,"height":12}},{"id":"b64c1018-c6c4-4c39-8736-ebaa0c12a1d6","block_type":"box","text":"Commonwealth Equity Services, LLC, Dorsey Wright and Associates, LLC, Dynasty Financial Partners LLC,","page_number":3,"box":{"x":116,"y":534,"width":769,"height":13}},{"id":"9f8287fc-2d16-40cc-b4d9-9a87e4ae9c13","block_type":"box","text":"E*Trade Securities LLC, Envestnet Asset Management, Inc., Equitable Advisors, LLC, iCapital Markets LLC,","page_number":3,"box":{"x":117,"y":550,"width":767,"height":12}},{"id":"acf0a834-4269-4672-a33a-477cd2e40783","block_type":"box","text":"Interactive Brokers LLC, LPL Financial LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MML","page_number":3,"box":{"x":117,"y":565,"width":726,"height":13}},{"id":"0ff3675c-983b-47a7-9bba-5e16fc15d7ef","block_type":"box","text":"Investors Services, LLC, Morgan Stanley Smith Barney LLC, Northwestern Mutual Investment Services,","page_number":3,"box":{"x":117,"y":581,"width":742,"height":12}},{"id":"d085c5cd-c243-40a8-84f2-c9ff1f4ab304","block_type":"box","text":"LLC, Orion Portfolio Solutions, LLC, Pershing LLC, Raymond James Financial Services, Inc., Riskalyze, Inc.,","page_number":3,"box":{"x":117,"y":596,"width":760,"height":13}},{"id":"1629922b-7d71-4aba-9999-180403ea0113","block_type":"box","text":"Rockefeller Financial LLC, Sanctuary Wealth Group, LLC, UBS Financial Services Inc., Wells Fargo Clearing","page_number":3,"box":{"x":117,"y":612,"width":763,"height":12}},{"id":"81d2ff3e-30c1-4464-b0fd-ed9f5c0642db","block_type":"box","text":"Services, LLC and Wells Fargo Advisors Financial Network, LLC. Any additions, modifications, or deletions","page_number":3,"box":{"x":116,"y":627,"width":767,"height":13}},{"id":"9f65fc35-07e8-44bf-af57-5eb2d90fb337","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":3,"box":{"x":116,"y":643,"width":766,"height":12}},{"id":"ace40383-d8e4-4911-98e8-40f464045a90","block_type":"box","text":"included in the list.","page_number":3,"box":{"x":117,"y":658,"width":139,"height":10}},{"id":"8fdee86a-c000-43fd-bfb1-5d78378c9cf2","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":682,"width":516,"height":12}},{"id":"918990d8-d7fa-4472-812b-da99df6843e8","block_type":"box","text":"iShares","page_number":3,"box":{"x":117,"y":869,"width":40,"height":8}},{"id":"120f36bf-a0e0-4ca1-a224-a149ec1175f6","block_type":"box","text":"®","page_number":3,"box":{"x":158,"y":869,"width":8,"height":5}},{"id":"194db758-ae7b-4e5e-b64a-f4ea9ee5b61a","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":"731afd2e-6eb0-4207-ad3d-bb5884fd394f","block_type":"box","text":"IS-A-IntermSAI-0926","page_number":3,"box":{"x":761,"y":887,"width":122,"height":8}},{"id":"4ee528e7-2a52-44b0-85b0-39d26986e282","block_type":"box","text":"PLEASE RETAIN THIS SUPPLEMENT","page_number":3,"box":{"x":368,"y":911,"width":265,"height":9}},{"id":"9c4a3bf0-bdd9-4cd3-8b3a-d04ac22432e2","block_type":"box","text":"FOR FUTURE REFERENCE","page_number":3,"box":{"x":407,"y":926,"width":186,"height":10}},{"id":"77c440d6-577b-48c4-a03b-475ae31ffe3c","block_type":"box","text":"iShares","page_number":4,"box":{"x":423,"y":71,"width":128,"height":24}},{"id":"9bf44269-83c5-4923-acd3-b950020715d3","block_type":"box","text":"®","page_number":4,"box":{"x":554,"y":70,"width":23,"height":17}},{"id":"8e198c75-3852-45ba-bc6c-364c01d5dfc7","block_type":"box","text":"iShares, Inc.","page_number":4,"box":{"x":454,"y":108,"width":95,"height":12}},{"id":"10783d22-b0d0-4309-ab84-4dbcc4c5a266","block_type":"box","text":"iShares Trust","page_number":4,"box":{"x":450,"y":123,"width":103,"height":10}},{"id":"5a34c08d-7f9b-43c1-a5c1-1c38f191bee4","block_type":"box","text":"iShares U.S. ETF Trust","page_number":4,"box":{"x":418,"y":139,"width":167,"height":10}},{"id":"d5f2ad49-268b-4192-b744-9ef4fa232a75","block_type":"box","text":"Supplement dated November 26, 2025","page_number":4,"box":{"x":354,"y":154,"width":295,"height":13}},{"id":"956cbae4-2bfd-406a-beb7-522d649423b0","block_type":"box","text":"to the currently effective Prospectus and","page_number":4,"box":{"x":344,"y":170,"width":314,"height":13}},{"id":"f2664b86-13ac-4345-80d9-e2f093fcaa18","block_type":"box","text":"Statement of Additional Information (“SAI”)","page_number":4,"box":{"x":332,"y":185,"width":339,"height":13}},{"id":"ca422eb6-318d-43f3-94f5-65b4f63d7085","block_type":"box","text":"of each Fund (each a “Fund” and collectively, the “Funds”)","page_number":4,"box":{"x":279,"y":201,"width":446,"height":13}},{"id":"648c52a7-6ef2-4779-9ed9-0b75d508847e","block_type":"box","text":"The following changes for the Fund are expected to take effect on or around November 28, 2025:","page_number":4,"box":{"x":116,"y":224,"width":741,"height":13}},{"id":"4b0adb6c-7d76-4f91-a893-6975c4cde029","block_type":"box","text":"Changes to the Fund’s “Determination of Net Asset Value” sections","page_number":4,"box":{"x":116,"y":247,"width":512,"height":13}},{"id":"24a640e4-ebe9-49af-8b94-2d13aab35d85","block_type":"box","text":"The paragraphs beginning with “Equity securities” and “Fixed-income securities” in this section of","page_number":4,"box":{"x":116,"y":271,"width":750,"height":12}},{"id":"cb7fea6e-7100-43a4-8f9f-b4d68ce5d3d6","block_type":"box","text":"the Prospectus are deleted in their entirety and replaced with the following:","page_number":4,"box":{"x":116,"y":286,"width":578,"height":13}},{"id":"87c07844-8f48-4971-bdb5-9670e5e0d375","block_type":"box","text":"Equity securities and other equity instruments (except ETF options, equity index options or those that are","page_number":4,"box":{"x":117,"y":309,"width":766,"height":13}},{"id":"a30af547-3cc1-4d1a-831e-1be1654f16a5","block_type":"box","text":"customized) for which market quotations are readily available are valued at market value, which is","page_number":4,"box":{"x":116,"y":325,"width":716,"height":13}},{"id":"e5b26169-63a9-451c-b4bf-360fcb196b0d","block_type":"box","text":"generally determined using the last reported official closing price or, if a reported closing price is not","page_number":4,"box":{"x":116,"y":340,"width":730,"height":13}},{"id":"f09cbc28-7a8a-4d33-8b2b-314cac31e9ad","block_type":"box","text":"available, the last traded price on the exchange or market on which the security or instrument is primarily","page_number":4,"box":{"x":116,"y":356,"width":769,"height":13}},{"id":"827a92c6-a7df-4f34-853a-1d292f89b8fc","block_type":"box","text":"traded at the time of valuation. Shares of underlying open-end funds (including money market funds)","page_number":4,"box":{"x":116,"y":371,"width":741,"height":13}},{"id":"c202c008-aa98-4444-bad0-22dbde840219","block_type":"box","text":"that are not traded on an exchange are valued at net asset value. Shares of underlying ETFs and","page_number":4,"box":{"x":116,"y":387,"width":698,"height":13}},{"id":"c81ee254-2c10-456c-a810-978fc464f1be","block_type":"box","text":"closed-end funds that trade on exchanges are valued at their most recent market closing price.","page_number":4,"box":{"x":116,"y":402,"width":693,"height":13}},{"id":"aa0ef4d0-22c4-41a8-a1b9-b84fe47871c8","block_type":"box","text":"Fixed-income securities and certain derivative instruments are valued using last available bid prices or","page_number":4,"box":{"x":117,"y":426,"width":741,"height":12}},{"id":"1179d4ab-c8c2-4d77-af4c-d5e406330b02","block_type":"box","text":"current market quotations provided by dealers or prices (including evaluated prices) supplied by the","page_number":4,"box":{"x":116,"y":441,"width":729,"height":13}},{"id":"d057d3da-1a57-4b53-a12f-43c146f57822","block_type":"box","text":"Funds’ approved independent third-party pricing services, each in accordance with BFA’s valuation","page_number":4,"box":{"x":117,"y":457,"width":720,"height":12}},{"id":"93d4a3e2-6644-4bd8-849e-278029b18127","block_type":"box","text":"policies and procedures. Pricing services may use matrix pricing or valuation models that utilize certain","page_number":4,"box":{"x":116,"y":472,"width":750,"height":13}},{"id":"066f13a5-9cc8-41fe-baae-ef63a579ff09","block_type":"box","text":"inputs and assumptions to derive values. Pricing services generally value fixed-income securities","page_number":4,"box":{"x":117,"y":488,"width":701,"height":12}},{"id":"d35a26be-bded-4205-989f-eaab0c892793","block_type":"box","text":"assuming orderly transactions of an institutional round lot size, but a Fund may hold or transact in such","page_number":4,"box":{"x":116,"y":503,"width":755,"height":13}},{"id":"756127ae-1af9-4105-82c6-9d8446a2860d","block_type":"box","text":"securities in smaller odd lot sizes. Odd lots of securities in certain asset classes may trade at lower prices","page_number":4,"box":{"x":116,"y":519,"width":760,"height":12}},{"id":"af458eb3-261f-44a3-8b0d-30ddfc0b941b","block_type":"box","text":"than institutional round lots, and the value ultimately realized when the securities are sold could differ","page_number":4,"box":{"x":116,"y":534,"width":742,"height":13}},{"id":"ec49f4d4-81e5-450e-8f9e-a9b17e25af9f","block_type":"box","text":"from the prices used by a Fund. The amortized cost method of valuation may be used with respect to","page_number":4,"box":{"x":116,"y":550,"width":738,"height":12}},{"id":"07223f80-be12-4173-81fb-850e665b21e7","block_type":"box","text":"debt obligations with 60 days or less remaining to maturity unless BFA determines in good faith that such","page_number":4,"box":{"x":116,"y":565,"width":770,"height":13}},{"id":"6411896a-a309-43e5-8b3b-a7d0c5025a91","block_type":"box","text":"method does not represent fair value.","page_number":4,"box":{"x":117,"y":581,"width":275,"height":12}},{"id":"d9c89f61-913c-46c9-9365-ad87a90e7aa9","block_type":"box","text":"The paragraph beginning with “Customized exchange-traded equity” in this section of the","page_number":4,"box":{"x":116,"y":604,"width":688,"height":13}},{"id":"94ee84c8-57e7-4108-8f4a-fea362bcafe9","block_type":"box","text":"Prospectus is deleted in its entirety and replaced with the following:","page_number":4,"box":{"x":117,"y":620,"width":518,"height":12}},{"id":"d4093f4b-c449-4ebc-b4a2-ec6a90d026dd","block_type":"box","text":"Customized exchange-traded equity options, ETF options, equity index options and other derivatives may","page_number":4,"box":{"x":116,"y":643,"width":768,"height":12}},{"id":"9b0cdab6-d0f2-423f-8fe9-d257bc570b43","block_type":"box","text":"be valued using a mathematical model that may incorporate a number of market data factors.","page_number":4,"box":{"x":117,"y":658,"width":685,"height":13}},{"id":"7ca55def-7e64-4bb4-9f16-5642d0d7c75b","block_type":"box","text":"For each of the SAIs, the sections entitled “Equity Investments”, “Fixed-Income Investments”, and","page_number":4,"box":{"x":117,"y":682,"width":740,"height":12}},{"id":"5cee18d8-fe7f-4391-94ba-ed1a1087cbce","block_type":"box","text":"“Options, Futures, Swaps and Other Derivatives”, as applicable, are deleted in their entirety and","page_number":4,"box":{"x":116,"y":697,"width":723,"height":13}},{"id":"28fe5e87-181c-4e44-a9a8-db69481938f4","block_type":"box","text":"replaced with the following:","page_number":4,"box":{"x":117,"y":713,"width":211,"height":12}},{"id":"1a56c89b-8c5e-4d4b-8344-b4f5c899c10a","block_type":"box","text":"Equity Investments.","page_number":4,"box":{"x":117,"y":736,"width":148,"height":12}},{"id":"8cd9a8ee-2551-4330-8cac-fd0cdc8067b7","block_type":"box","text":"Equity securities traded on a recognized securities exchange (e.g., NYSE), on","page_number":4,"box":{"x":271,"y":736,"width":550,"height":12}},{"id":"5ff5d04d-492b-4267-a7e1-25a178f2d764","block_type":"box","text":"separate trading boards of a securities exchange or through a market system that provides","page_number":4,"box":{"x":116,"y":751,"width":658,"height":13}},{"id":"e3c31cf0-c649-4ad9-9dce-fc2e1898fd07","block_type":"box","text":"contemporaneous transaction pricing information (each an “Exchange”) are valued using information","page_number":4,"box":{"x":116,"y":767,"width":739,"height":12}},{"id":"03d5789d-8377-49e9-920d-05a5524ea53b","block_type":"box","text":"obtained via independent pricing services, generally at the Exchange closing price or, if an Exchange","page_number":4,"box":{"x":116,"y":782,"width":724,"height":13}},{"id":"ad30ded3-6893-4f91-8ba0-63bbab94bfe6","block_type":"box","text":"closing price is not available, the last traded price on that Exchange prior to the time as of which the","page_number":4,"box":{"x":116,"y":798,"width":724,"height":12}},{"id":"f630eff7-e446-4fac-aa24-fd7ed448be42","block_type":"box","text":"assets or liabilities are valued. However, under certain circumstances, other means of determining current","page_number":4,"box":{"x":116,"y":813,"width":767,"height":13}},{"id":"31324cfa-46c5-4d8a-bf38-62dd93600ab4","block_type":"box","text":"market value may be used. If an equity security is traded on more than one Exchange, the current market","page_number":4,"box":{"x":117,"y":829,"width":765,"height":12}},{"id":"f071d106-d955-41d0-b630-3a386e738ce4","block_type":"box","text":"value of the security where it is primarily traded generally will be used. In the event that there are no sales","page_number":4,"box":{"x":116,"y":844,"width":768,"height":13}},{"id":"af830f75-9c26-4429-933c-1f2b6636fa42","block_type":"box","text":"involving an equity security held by a Fund on a day on which a Fund values such security, the prior day’s","page_number":4,"box":{"x":117,"y":860,"width":766,"height":12}},{"id":"2ab11e16-0c69-4eee-82a6-e56817e6317d","block_type":"box","text":"price will be used, unless BFA determines that such prior day’s price no longer reflects the fair value of the","page_number":4,"box":{"x":116,"y":875,"width":771,"height":13}},{"id":"d1c3bd05-6009-4f70-8cdf-29ef0c525edd","block_type":"box","text":"security, in which case such asset would be treated as a Fair Value Asset (as defined below).","page_number":4,"box":{"x":116,"y":891,"width":672,"height":12}},{"id":"abafd7c0-6e59-46fe-b5bc-cf6b0543cf98","block_type":"box","text":"Fixed-Income Investments.","page_number":5,"box":{"x":117,"y":69,"width":205,"height":10}},{"id":"4b72fc05-687a-4cf4-882f-1d1d2e6748ae","block_type":"box","text":"Fixed-income securities are valued using the last available bid prices or","page_number":5,"box":{"x":323,"y":69,"width":522,"height":13}},{"id":"4c6947f4-dc22-4e40-b0d6-30f115a7deb8","block_type":"box","text":"current market quotations provided by dealers or prices (including evaluated prices) supplied by the","page_number":5,"box":{"x":116,"y":85,"width":729,"height":12}},{"id":"03348c21-4b77-4f35-acec-c54be568858c","block_type":"box","text":"Funds’ approved independent third-party pricing services, each in accordance with BFA’s Valuation","page_number":5,"box":{"x":117,"y":100,"width":722,"height":13}},{"id":"4e7860b1-eb69-4e1c-abaf-9dfd8f0e80b2","block_type":"box","text":"Procedures. The pricing services may use matrix pricing or valuation models that utilize certain inputs","page_number":5,"box":{"x":117,"y":116,"width":740,"height":12}},{"id":"e9c0b8c6-d637-4527-b4ab-0929a3020393","block_type":"box","text":"and assumptions to derive values, including transaction data (e.g., recent representative bids and offers),","page_number":5,"box":{"x":116,"y":131,"width":764,"height":13}},{"id":"02f66521-68e8-4bfc-ab9e-f0402ee2571d","block_type":"box","text":"credit quality information, perceived market movements, news, and other relevant information. Pricing","page_number":5,"box":{"x":116,"y":147,"width":749,"height":12}},{"id":"da203d82-1c60-423f-94f8-2dbaac425247","block_type":"box","text":"services also may consider yields or prices of securities of comparable quality, coupon, maturity and type;","page_number":5,"box":{"x":116,"y":162,"width":769,"height":13}},{"id":"652383d9-4405-4325-8162-b7dfb5d1a99d","block_type":"box","text":"indications as to values from dealers; general market conditions; and/or other factors and assumptions.","page_number":5,"box":{"x":117,"y":178,"width":756,"height":12}},{"id":"2e827554-2f04-4cae-b796-23f1ba2239d7","block_type":"box","text":"Pricing services generally value fixed-income securities assuming orderly transactions of an institutional","page_number":5,"box":{"x":117,"y":193,"width":757,"height":13}},{"id":"fcef5262-af6f-4aae-b30f-fdd3e152dd42","block_type":"box","text":"round lot size, but a Fund may hold or transact in such securities in smaller, odd lot sizes. Odd lots of","page_number":5,"box":{"x":117,"y":209,"width":732,"height":12}},{"id":"ef8a233a-628c-4117-8fc9-ad5e51cf349f","block_type":"box","text":"securities in certain asset classes may trade at lower prices than institutional round lots, and the value","page_number":5,"box":{"x":116,"y":224,"width":742,"height":13}},{"id":"42875277-2856-4771-80b8-b97cabff9029","block_type":"box","text":"ultimately realized when the securities are sold could differ from the prices used by a Fund. The amortized","page_number":5,"box":{"x":117,"y":240,"width":770,"height":12}},{"id":"eb355c7b-777f-4f5e-8ec7-7abd6cc478fe","block_type":"box","text":"cost method of valuation may be used with respect to debt obligations with 60 days or less remaining to","page_number":5,"box":{"x":116,"y":255,"width":762,"height":13}},{"id":"5e06c3fd-019a-455f-9aa4-995836466dda","block_type":"box","text":"maturity unless BFA determines in good faith that such method does not represent fair value. Certain","page_number":5,"box":{"x":117,"y":271,"width":736,"height":12}},{"id":"91635acf-fc21-422f-90b6-bd1d72f635c6","block_type":"box","text":"fixed- income investments, including asset-backed and mortgage-related securities, may be valued based","page_number":5,"box":{"x":116,"y":286,"width":771,"height":13}},{"id":"a5537a75-34de-43c0-8d40-365dbd4007e3","block_type":"box","text":"on valuation models that consider the estimated cash flows of each tranche of the issuer, establish a","page_number":5,"box":{"x":116,"y":302,"width":733,"height":11}},{"id":"1ac6c291-c0dd-4526-89f3-5e946d98a2ac","block_type":"box","text":"benchmark yield and develop an estimated tranche-specific spread to the benchmark yield based on the","page_number":5,"box":{"x":117,"y":317,"width":759,"height":13}},{"id":"8a35c94c-1579-4201-a1dd-6bd54be13916","block_type":"box","text":"unique attributes of the tranche.","page_number":5,"box":{"x":117,"y":333,"width":238,"height":12}},{"id":"3835b401-4ac1-4038-b28e-a336db78a5e5","block_type":"box","text":"Options, Futures, Swaps and Other Derivatives.","page_number":5,"box":{"x":116,"y":356,"width":357,"height":13}},{"id":"485a10fe-b8c0-4216-b407-4d028a5fc422","block_type":"box","text":"Exchange-traded equity options (except ETF options,","page_number":5,"box":{"x":474,"y":356,"width":393,"height":13}},{"id":"0c07a250-1999-424c-a2c9-f1808e258fcb","block_type":"box","text":"equity index options or those that are customized) for which market quotations are readily available are","page_number":5,"box":{"x":116,"y":371,"width":755,"height":13}},{"id":"e00ae538-6f6c-4067-9879-3334f4d397e9","block_type":"box","text":"valued at the mean of the last bid and ask prices as quoted on the Exchange or the board of trade on","page_number":5,"box":{"x":116,"y":387,"width":734,"height":13}},{"id":"c103b4d2-f50c-42ef-a3f6-6f0088b38042","block_type":"box","text":"which such options are traded. In the event that there is no mean price available for such exchange","page_number":5,"box":{"x":116,"y":402,"width":723,"height":13}},{"id":"e90c4ff9-aea5-4357-b819-32dd12f00d77","block_type":"box","text":"traded equity option held by a Fund on a day on which a Fund values such option, the last bid (long","page_number":5,"box":{"x":116,"y":418,"width":725,"height":13}},{"id":"58c83f6e-1416-4142-8137-8de069f8ca23","block_type":"box","text":"positions) or ask (short positions) price, if available, will be used as the value of such option. If no bid or","page_number":5,"box":{"x":116,"y":433,"width":754,"height":13}},{"id":"0e16da13-c610-4282-9aab-5597a08c23da","block_type":"box","text":"ask price is available on a day on which a Fund values such option, the prior day’s price will be used,","page_number":5,"box":{"x":116,"y":449,"width":728,"height":13}},{"id":"af9ac0fb-a8f4-437e-8a46-44c977604557","block_type":"box","text":"unless BFA determines that such prior day’s price no longer reflects the fair value of the option, in which","page_number":5,"box":{"x":117,"y":464,"width":758,"height":13}},{"id":"33d65f74-ca89-4e6b-84ca-abd8588df856","block_type":"box","text":"case such option will be treated as a Fair Value Asset. Customized exchange-traded equity options, ETF","page_number":5,"box":{"x":116,"y":480,"width":752,"height":13}},{"id":"01a9884c-681d-48b7-9778-0766357e58d8","block_type":"box","text":"options, equity index options and OTC derivatives, may be valued using a mathematical model which","page_number":5,"box":{"x":116,"y":495,"width":738,"height":13}},{"id":"253cb38f-d05b-447d-a26f-f10785b68bb4","block_type":"box","text":"may incorporate a number of market data factors. Financial futures contracts and options thereon, which","page_number":5,"box":{"x":117,"y":511,"width":768,"height":13}},{"id":"307ffd75-48b8-49f3-b09d-47e18066a556","block_type":"box","text":"are traded on exchanges, are valued at their last sale price or settle price as of the close of such","page_number":5,"box":{"x":116,"y":526,"width":693,"height":13}},{"id":"f57b09d0-af0a-4a27-bd3f-f2f20d7e756b","block_type":"box","text":"exchanges. Swap agreements and other derivatives are generally valued daily based upon quotations","page_number":5,"box":{"x":116,"y":542,"width":736,"height":13}},{"id":"0b423092-930c-43d6-8e7f-fa323537cfa8","block_type":"box","text":"from market makers or by a pricing service in accordance with the Valuation Procedures.","page_number":5,"box":{"x":116,"y":557,"width":650,"height":13}},{"id":"7baace1b-5d98-422b-aff4-8bf0e1903a84","block_type":"box","text":"For each of the SAIs, in the section entitled “Fair Value”, the paragraph beginning with “BFA’s","page_number":5,"box":{"x":117,"y":581,"width":712,"height":12}},{"id":"f1975ff5-eb67-44a5-b050-c8f7114e137d","block_type":"box","text":"Rule 2a-5” is deleted in its entirety and replaced with the following:","page_number":5,"box":{"x":117,"y":596,"width":514,"height":13}},{"id":"61e11ec3-4d5c-4a70-b707-d23b20d3a67e","block_type":"box","text":"BFA’s Rule 2a-5 Committee is responsible for reviewing and approving methodologies by investment type","page_number":5,"box":{"x":117,"y":620,"width":770,"height":12}},{"id":"931201e0-34d4-490f-869b-42f2688029d0","block_type":"box","text":"and significant inputs used in the fair valuation of Fund assets or liabilities. In addition, a Fund’s","page_number":5,"box":{"x":116,"y":635,"width":694,"height":13}},{"id":"9134c33c-a024-4334-bb34-a3213a22c119","block_type":"box","text":"accounting agent assists BFA by periodically endeavoring to confirm the prices it receives from all","page_number":5,"box":{"x":116,"y":651,"width":712,"height":12}},{"id":"462e50ba-c480-48fb-b659-57329917e2c0","block_type":"box","text":"third-party pricing services, index providers and broker-dealers. BFA regularly evaluates the values","page_number":5,"box":{"x":116,"y":666,"width":711,"height":13}},{"id":"ef0a5b8f-9697-4bba-949e-b376425d6d3a","block_type":"box","text":"assigned to the securities and other assets and liabilities of a Fund.","page_number":5,"box":{"x":116,"y":682,"width":482,"height":12}},{"id":"803aac96-5d06-4af3-8f36-5cf457566e10","block_type":"box","text":"If you have any questions, please call 1-800-iShares (1-800-474-2737).","page_number":5,"box":{"x":117,"y":705,"width":516,"height":12}},{"id":"beb2ea5f-f10a-4c06-8152-0af9b69a5c9c","block_type":"box","text":"iShares","page_number":5,"box":{"x":117,"y":869,"width":40,"height":8}},{"id":"eccc7d33-2dd7-46ea-8f6e-b921b0624eb3","block_type":"box","text":"®","page_number":5,"box":{"x":158,"y":869,"width":8,"height":5}},{"id":"cae825ba-8d50-4fa4-83bb-077018846cdf","block_type":"box","text":"is a registered trademark of BlackRock Fund Advisors and its affiliates.","page_number":5,"box":{"x":170,"y":869,"width":406,"height":10}},{"id":"648e55e2-a8fe-4559-8411-3b17a805d015","block_type":"box","text":"IS-A-SUPP-1125","page_number":5,"box":{"x":788,"y":887,"width":94,"height":8}},{"id":"83590181-c719-45a6-941c-80b132f07cd6","block_type":"box","text":"PLEASE RETAIN THIS SUPPLEMENT","page_number":5,"box":{"x":368,"y":911,"width":265,"height":9}},{"id":"ed62ccb8-a0ac-460b-ade8-2d211d2cea48","block_type":"box","text":"FOR FUTURE REFERENCE","page_number":5,"box":{"x":407,"y":926,"width":186,"height":10}},{"id":"069555c6-2514-4e89-a7cd-71559c9154a4","block_type":"box","text":"iShares","page_number":6,"box":{"x":423,"y":71,"width":128,"height":24}},{"id":"2de7e46e-980c-421d-9dc7-3ad720b5efc0","block_type":"box","text":"®","page_number":6,"box":{"x":554,"y":70,"width":23,"height":17}},{"id":"be536886-6597-4e8c-830a-377bc99acbb9","block_type":"box","text":"iShares Trust","page_number":6,"box":{"x":450,"y":108,"width":103,"height":10}},{"id":"b6cef228-ab86-4ff5-af27-56262b19ee9d","block_type":"box","text":"Supplement dated November 19, 2025","page_number":6,"box":{"x":354,"y":123,"width":295,"height":13}},{"id":"bbf26f88-004a-421c-ac7a-a04b54ec6a6b","block_type":"box","text":"to the currently effective Summary Prospectus, Prospectus, and","page_number":6,"box":{"x":257,"y":139,"width":488,"height":13}},{"id":"b3f3cca2-9d77-44f7-bf59-3a1ea1ca57ff","block_type":"box","text":"Statement of Additional Information (“SAI”)","page_number":6,"box":{"x":332,"y":154,"width":339,"height":13}},{"id":"01af3394-34d4-40b5-8d9b-e0884c952c98","block_type":"box","text":"for the Funds listed below (each, a “Fund” and collectively, the “Funds”)","page_number":6,"box":{"x":226,"y":170,"width":550,"height":13}},{"id":"87096d0a-564e-431a-94f3-cee407f3e9b5","block_type":"box","text":"iShares Large Cap 10% Target Buffer Dec ETF","page_number":6,"box":{"x":117,"y":193,"width":335,"height":13}},{"id":"6fffe8fa-3943-4c0e-bb39-e3887463fe45","block_type":"box","text":"iShares Large Cap 10% Target Buffer Jun ETF","page_number":6,"box":{"x":117,"y":209,"width":330,"height":12}},{"id":"f05a34d1-5357-446a-b02a-d6bec64a773f","block_type":"box","text":"iShares Large Cap 10% Target Buffer Mar ETF","page_number":6,"box":{"x":117,"y":224,"width":336,"height":13}},{"id":"9f5ad78d-2592-4bab-81a3-cbd0484d559d","block_type":"box","text":"iShares Large Cap 10% Target Buffer Sep ETF","page_number":6,"box":{"x":117,"y":240,"width":333,"height":12}},{"id":"e35cf59f-d2ea-4700-b738-40dc29f986e6","block_type":"box","text":"iShares 20+ Year Treasury Bond BuyWrite Strategy ETF","page_number":6,"box":{"x":117,"y":255,"width":400,"height":13}},{"id":"e5456cf6-ca8f-4ff4-af61-d2ff954ab944","block_type":"box","text":"iShares High Yield Corporate Bond BuyWrite Strategy ETF","page_number":6,"box":{"x":117,"y":271,"width":420,"height":12}},{"id":"580aac24-e16c-4fcf-9b1a-56540fc0d1a7","block_type":"box","text":"iShares Investment Grade Corporate Bond BuyWrite","page_number":6,"box":{"x":117,"y":286,"width":380,"height":13}},{"id":"acfe6a1b-46d3-483f-b867-2ad0e556aa2e","block_type":"box","text":"Strategy ETF","page_number":6,"box":{"x":133,"y":302,"width":96,"height":12}},{"id":"4a43fb69-9d71-4ef9-b2ae-f2e469c0243c","block_type":"box","text":"iShares Large Cap Accelerated Outcome ETF","page_number":6,"box":{"x":560,"y":193,"width":327,"height":13}},{"id":"938c9b2e-bc9f-4d9f-935a-ad785c0dd0e1","block_type":"box","text":"iShares Large Cap Max Buffer Dec ETF","page_number":6,"box":{"x":560,"y":209,"width":281,"height":12}},{"id":"089171d7-b92f-4c06-b40d-0e7e568af7a8","block_type":"box","text":"iShares Large Cap Max Buffer Jun ETF","page_number":6,"box":{"x":560,"y":224,"width":276,"height":13}},{"id":"05d0e127-7912-4f30-9b47-f4aac5466417","block_type":"box","text":"iShares Large Cap Max Buffer Mar ETF","page_number":6,"box":{"x":560,"y":240,"width":282,"height":12}},{"id":"c7bb9d85-42bb-425a-bfd6-631b8ef61cc6","block_type":"box","text":"iShares Large Cap Max Buffer Sep ETF","page_number":6,"box":{"x":560,"y":255,"width":279,"height":13}},{"id":"4b1a76b8-2848-4fb3-9574-79524c1e53cc","block_type":"box","text":"iShares Russell 2000 BuyWrite ETF","page_number":6,"box":{"x":560,"y":271,"width":254,"height":12}},{"id":"d716c1b8-b95b-4eee-86f4-c49e9c95d933","block_type":"box","text":"iShares S&P 500 BuyWrite ETF","page_number":6,"box":{"x":560,"y":286,"width":224,"height":13}},{"id":"cc6fb3a0-8c3b-406c-953a-2fc00091f912","block_type":"box","text":"Effective November 19, 2025, Kyle McClements, CFA, is added as a Portfolio Manager for each Fund.","page_number":6,"box":{"x":117,"y":325,"width":731,"height":13}},{"id":"da7db92a-0983-4503-ae9a-ee29258659f2","block_type":"box","text":"Accordingly, effective immediately, the following changes are made:","page_number":6,"box":{"x":116,"y":340,"width":499,"height":13}},{"id":"181d934a-6873-49b2-beb4-c0d0bd8380ab","block_type":"box","text":"1. Kyle McClements is added as a Portfolio Manager of each Fund to the applicable sections of each","page_number":6,"box":{"x":118,"y":364,"width":740,"height":12}},{"id":"050666b6-23a8-4c6c-8cc2-b1359364e8db","block_type":"box","text":"Fund’s Summary Prospectus, Prospectus and SAI.","page_number":6,"box":{"x":151,"y":379,"width":364,"height":13}},{"id":"0648b6af-7083-4077-bd7a-f026459f10ac","block_type":"box","text":"2. The following is added under the section of each Fund’s Prospectus entitled “Management of the","page_number":6,"box":{"x":117,"y":402,"width":742,"height":13}},{"id":"415a46ad-a63e-4c1c-bbc5-bf3bf2d22501","block_type":"box","text":"Funds – Portfolio Managers”:","page_number":6,"box":{"x":151,"y":418,"width":214,"height":13}},{"id":"fc09ab15-43e5-4390-854d-38a29ffd763b","block_type":"box","text":"Kyle McClements, CFA, has been employed by BFA or its affiliates since 2004. He is a Managing","page_number":6,"box":{"x":184,"y":441,"width":704,"height":13}},{"id":"d9a1caa7-7c80-40fa-9991-72f7ee397786","block_type":"box","text":"Director of BlackRock, Inc.","page_number":6,"box":{"x":184,"y":457,"width":194,"height":11}},{"id":"c49c090b-bae8-4a4a-a6fe-7c7920741d3e","block_type":"box","text":"3. The following table is added under the section entitled “Investment Advisory, Administrative and","page_number":6,"box":{"x":116,"y":480,"width":739,"height":13}},{"id":"f4a26095-479d-4305-b534-04cbacd7644e","block_type":"box","text":"Distribution Services – Portfolio Managers” of each Fund’s SAI:","page_number":6,"box":{"x":151,"y":495,"width":458,"height":13}},{"id":"8d92a5ab-3843-4c84-93ba-6072c615136b","block_type":"box","text":"Kyle McClements","page_number":6,"box":{"x":117,"y":519,"width":134,"height":12}},{"id":"1379261b-baf1-4c50-afca-35d1953ead1f","block_type":"box","text":"(as of October 31, 2025)","page_number":6,"box":{"x":252,"y":519,"width":182,"height":12}},{"id":"f606b652-84ac-48ef-9f32-a672b3028cc1","block_type":"box","text":"Other Accounts","page_number":6,"box":{"x":547,"y":549,"width":94,"height":8}},{"id":"3d662bbb-2ea3-4563-a6bc-9f41fa04aab0","block_type":"box","text":"Other Accounts with","page_number":6,"box":{"x":742,"y":539,"width":125,"height":8}},{"id":"3cecdc40-3772-4efe-a674-4d7b47d40cd1","block_type":"box","text":"Performance Fees","page_number":6,"box":{"x":751,"y":549,"width":108,"height":8}},{"id":"3d2f25fd-e27b-492d-9d09-d78caebdf9ff","block_type":"box","text":"Number","page_number":6,"box":{"x":496,"y":565,"width":49,"height":8}},{"id":"ad44b418-42b8-40b6-8a83-5a189a6772b7","block_type":"box","text":"Total Assets","page_number":6,"box":{"x":598,"y":565,"width":74,"height":8}},{"id":"837e8664-615f-448c-b3dd-dfa9cfeba2a4","block_type":"box","text":"Number","page_number":6,"box":{"x":727,"y":565,"width":48,"height":8}},{"id":"75bfc949-995a-4b0e-8c46-48072a1e442c","block_type":"box","text":"Total Assets","page_number":6,"box":{"x":809,"y":565,"width":74,"height":8}},{"id":"eae617f2-9fc8-4bad-b078-c09c4718302e","block_type":"box","text":"Registered Investment Companies 16 $14,954,700,000 0 N/A","page_number":6,"box":{"x":117,"y":587,"width":749,"height":13}},{"id":"4177647a-e6db-4327-8def-6d5207df881d","block_type":"box","text":"Other Pooled Investment Vehicles 16 $2,351,400,000 0 N/A","page_number":6,"box":{"x":116,"y":610,"width":750,"height":12}},{"id":"5e533a06-be15-4469-ae12-c308e01fb295","block_type":"box","text":"Other Accounts 0 N/A 0 N/A","page_number":6,"box":{"x":116,"y":634,"width":750,"height":10}},{"id":"4fa92bd1-40da-4fd6-b2ba-b98f44541158","block_type":"box","text":"4. As of October 31, 2025, Kyle McClements did not beneficially own shares of the Funds.","page_number":6,"box":{"x":116,"y":657,"width":668,"height":13}},{"id":"b94e1ec7-27d6-4bbd-acc9-856a9f4dad56","block_type":"box","text":"If you have any questions, please call 1-800-iShares (1-800-474-2737).","page_number":6,"box":{"x":117,"y":680,"width":516,"height":13}},{"id":"ab01900a-c08c-4382-914a-614e2f289c01","block_type":"box","text":"iShares","page_number":6,"box":{"x":117,"y":869,"width":40,"height":8}},{"id":"2cb9e456-f758-44e6-a485-e47a0ebb6d85","block_type":"box","text":"®","page_number":6,"box":{"x":158,"y":869,"width":8,"height":5}},{"id":"ade67edb-1cab-4462-a027-743df2d1ca1e","block_type":"box","text":"is a registered trademark of BlackRock Fund Advisors and its affiliates.","page_number":6,"box":{"x":170,"y":869,"width":406,"height":10}},{"id":"11f2f52b-9b4f-459d-a79e-260161749204","block_type":"box","text":"IS-SUPP-NPM-1125","page_number":6,"box":{"x":768,"y":887,"width":114,"height":8}},{"id":"e85692fb-4404-455b-92a5-9796004e86d6","block_type":"box","text":"PLEASE RETAIN THIS SUPPLEMENT","page_number":6,"box":{"x":368,"y":911,"width":265,"height":9}},{"id":"60d53510-42e8-4bfb-bedc-9ab56798cfb4","block_type":"box","text":"FOR FUTURE REFERENCE","page_number":6,"box":{"x":407,"y":926,"width":186,"height":10}},{"id":"b27d25f3-d8c4-41cf-9037-a677e39f303c","block_type":"box","text":"iShares","page_number":7,"box":{"x":423,"y":71,"width":128,"height":24}},{"id":"a89d828d-16ca-47f2-893f-0bd54d93f464","block_type":"box","text":"®","page_number":7,"box":{"x":554,"y":70,"width":23,"height":17}},{"id":"c0805e78-4f28-43ee-9ae1-70747188939b","block_type":"box","text":"iShares Trust","page_number":7,"box":{"x":450,"y":108,"width":103,"height":10}},{"id":"2fd70a1b-3c6c-41de-a9c9-5ea56d8ea1f9","block_type":"box","text":"Supplement dated October 1, 2025","page_number":7,"box":{"x":367,"y":123,"width":269,"height":13}},{"id":"362de055-6e46-4308-b41e-e49802553892","block_type":"box","text":"to the currently effective Prospectus, Summary Prospectus and Statement of Additional","page_number":7,"box":{"x":167,"y":139,"width":669,"height":13}},{"id":"f963b6da-98b1-424d-b7dc-4bd012f9e489","block_type":"box","text":"Information (“SAI”), as applicable, for the iShares Large Cap Accelerated Outcome ETF (TWOX),","page_number":7,"box":{"x":137,"y":154,"width":730,"height":13}},{"id":"e14f6fb8-c452-4aaa-9fe1-f0cc9dc3d732","block_type":"box","text":"iShares Large Cap 10% Target Buffer Sep ETF (STEN) and iShares Large Cap Max Buffer Sep","page_number":7,"box":{"x":154,"y":170,"width":696,"height":13}},{"id":"45bd2f97-274d-4425-acc3-b47d9032ae22","block_type":"box","text":"ETF (SMAX) (each, a “Fund”)","page_number":7,"box":{"x":391,"y":185,"width":222,"height":13}},{"id":"4e421553-8c84-4d1b-b3af-f421fb817a54","block_type":"box","text":"As described in the Fund’s Prospectus, Summary Prospectus and SAI, each Fund seeks to provide certain","page_number":7,"box":{"x":116,"y":209,"width":764,"height":12}},{"id":"4efe4372-869b-4274-acdc-30d6db40d728","block_type":"box","text":"outcomes for an investment held over an entire Outcome Period. Capitalized terms have the meanings","page_number":7,"box":{"x":116,"y":224,"width":747,"height":13}},{"id":"b9e77feb-1261-44bf-8a48-801c5d12a148","block_type":"box","text":"ascribed to them in each Fund’s Prospectus and SAI.","page_number":7,"box":{"x":116,"y":240,"width":385,"height":12}},{"id":"58915622-7511-45a8-a6ad-5a03ca4bb0fb","block_type":"box","text":"An investment in each Fund over the course of the Outcome Period is subject to such Fund’s","page_number":7,"box":{"x":116,"y":263,"width":677,"height":13}},{"id":"d3d99f12-e451-4d14-b908-c44a89447107","block_type":"box","text":"Approximate Cap as set forth in the table below.","page_number":7,"box":{"x":116,"y":278,"width":354,"height":13}},{"id":"11032f5f-c813-4023-aa1e-9bed08b1d4f8","block_type":"box","text":"Fund (Ticker) Outcome Period Approximate Cap","page_number":7,"box":{"x":215,"y":299,"width":589,"height":13}},{"id":"660aaba0-4fa9-4a4c-bcb1-3ad5fcc515f7","block_type":"box","text":"iShares Large Cap Accelerated","page_number":7,"box":{"x":156,"y":320,"width":224,"height":12}},{"id":"da113e3a-5a04-4704-9b91-f61762c05a44","block_type":"box","text":"Outcome ETF (TWOX)","page_number":7,"box":{"x":184,"y":335,"width":168,"height":13}},{"id":"89a0a53c-c947-4f04-baeb-1711918b68a1","block_type":"box","text":"Oct. 1, 2025 to","page_number":7,"box":{"x":446,"y":320,"width":112,"height":11}},{"id":"344f2fc7-2998-47fb-8d14-1beae0ab3520","block_type":"box","text":"Dec. 31, 2025","page_number":7,"box":{"x":451,"y":336,"width":103,"height":11}},{"id":"d3454647-0d7a-47d6-aa6d-7bec0e1b5ee1","block_type":"box","text":"6.74% (gross of management fee)","page_number":7,"box":{"x":609,"y":320,"width":254,"height":12}},{"id":"e717af0e-5a04-4792-84f7-878f421aaf93","block_type":"box","text":"6.62% (net of management fee)","page_number":7,"box":{"x":617,"y":335,"width":238,"height":13}},{"id":"7c0493ed-55e6-4051-a366-500c8c17e922","block_type":"box","text":"iShares Large Cap 10% Target Buffer","page_number":7,"box":{"x":132,"y":359,"width":272,"height":12}},{"id":"16d452d3-dc0c-4ae7-8b57-d5da48ae0995","block_type":"box","text":"Sep ETF (STEN)","page_number":7,"box":{"x":209,"y":374,"width":117,"height":13}},{"id":"809c63fd-cf6f-42e1-9f40-3911ccd8453b","block_type":"box","text":"Oct. 1, 2025 to","page_number":7,"box":{"x":446,"y":359,"width":112,"height":11}},{"id":"71819db4-43c3-4c30-9658-d992b17b325e","block_type":"box","text":"Sep. 30, 2026","page_number":7,"box":{"x":451,"y":375,"width":102,"height":12}},{"id":"ec5cd6d7-6aa3-43a9-a271-105b136698b2","block_type":"box","text":"17.63% (gross of management fee)","page_number":7,"box":{"x":606,"y":359,"width":261,"height":12}},{"id":"7e1a7408-2b45-4ed1-a93f-fca0b387adc7","block_type":"box","text":"17.13% (net of management fee)","page_number":7,"box":{"x":614,"y":374,"width":245,"height":13}},{"id":"abe9cc7f-2a6b-46dd-a9ec-554dd4ea7046","block_type":"box","text":"iShares Large Cap Max Buffer","page_number":7,"box":{"x":159,"y":397,"width":218,"height":13}},{"id":"0ed516a0-704e-40ea-bae9-d5ee440daec8","block_type":"box","text":"Sep ETF (SMAX)","page_number":7,"box":{"x":206,"y":413,"width":124,"height":12}},{"id":"3bba9251-d725-439d-85fe-da167abf4422","block_type":"box","text":"Oct. 1, 2025 to","page_number":7,"box":{"x":446,"y":398,"width":112,"height":11}},{"id":"78c3779d-392f-4096-b380-658b65b5ffb7","block_type":"box","text":"Sep. 30, 2026","page_number":7,"box":{"x":451,"y":413,"width":102,"height":12}},{"id":"269e6d50-de91-4abc-b25f-7b626b6978b5","block_type":"box","text":"7.80% (gross of management fee)","page_number":7,"box":{"x":609,"y":397,"width":254,"height":13}},{"id":"492d56ed-f2db-4edf-ad40-837197c26246","block_type":"box","text":"7.30% (net of management fee)","page_number":7,"box":{"x":617,"y":413,"width":238,"height":12}},{"id":"8dceca4d-88a1-44d7-aaf3-4489d93ed96c","block_type":"box","text":"Each Fund’s Prospectus, Summary Prospectus and SAI are amended to revise all references to the","page_number":7,"box":{"x":117,"y":444,"width":712,"height":12}},{"id":"3ea83db1-05c9-480b-a88e-13115b08a41c","block_type":"box","text":"Outcome Period and Approximate Cap, when applicable, to reflect the information above.","page_number":7,"box":{"x":116,"y":459,"width":655,"height":13}},{"id":"51171bd6-0807-459e-ae01-4a54437bd9f6","block_type":"box","text":"If you have any questions, please call 1-800-iShares (1-800-474-2737).","page_number":7,"box":{"x":117,"y":483,"width":521,"height":12}},{"id":"2ab43812-3cd4-4ce5-9375-3db4fe64e2d6","block_type":"box","text":"iShares","page_number":7,"box":{"x":117,"y":869,"width":40,"height":8}},{"id":"183b55af-f849-4a15-ad9c-62a81a6aed01","block_type":"box","text":"®","page_number":7,"box":{"x":158,"y":869,"width":8,"height":5}},{"id":"38aa8348-a7a2-462e-b4a4-bea80c48c208","block_type":"box","text":"is a registered trademark of BlackRock Fund Advisors and its affiliates.","page_number":7,"box":{"x":170,"y":869,"width":406,"height":10}},{"id":"42ff1d53-5da2-4769-b780-c2e57cf863cf","block_type":"box","text":"IS-A-TWOX+STEN+SMAX-Cap-1025","page_number":7,"box":{"x":672,"y":887,"width":210,"height":10}},{"id":"bc729537-5055-4551-9168-78c9ba908d60","block_type":"box","text":"PLEASE RETAIN THIS SUPPLEMENT","page_number":7,"box":{"x":368,"y":911,"width":265,"height":9}},{"id":"14893f3b-417d-416c-af2c-8afea7cf5b1f","block_type":"box","text":"FOR FUTURE REFERENCE","page_number":7,"box":{"x":407,"y":926,"width":186,"height":10}},{"id":"287d90bf-21ff-482e-9e54-978b56055e6c","block_type":"box","text":"iShares","page_number":8,"box":{"x":423,"y":71,"width":128,"height":24}},{"id":"7fe4dcb7-6972-4dc0-be75-d96fb6f2a481","block_type":"box","text":"®","page_number":8,"box":{"x":554,"y":70,"width":23,"height":17}},{"id":"6b60ca9f-d6aa-4404-84c4-73e8f3211d84","block_type":"box","text":"iShares Trust","page_number":8,"box":{"x":450,"y":113,"width":103,"height":10}},{"id":"e927a858-2041-4a6f-9a1b-5834cb2b5033","block_type":"box","text":"Supplement dated September 23, 2025 to the currently effective Summary Prospectus, Prospectus","page_number":8,"box":{"x":126,"y":129,"width":751,"height":12}},{"id":"08025017-102b-4928-b664-314f69eeb5de","block_type":"box","text":"and Statement of Additional Information (“SAI”), as applicable, for the iShares Large Cap","page_number":8,"box":{"x":163,"y":144,"width":678,"height":13}},{"id":"63946b49-d751-41e0-bb98-b662a4baf562","block_type":"box","text":"Accelerated Outcome ETF (TWOX), iShares Large Cap 10% Target Buffer Sep ETF (STEN) and iShares","page_number":8,"box":{"x":118,"y":160,"width":767,"height":12}},{"id":"3de437a7-3980-4883-b5d2-6376f37e3d87","block_type":"box","text":"Large Cap Max Buffer Sep ETF (SMAX) (each, a “Fund”)","page_number":8,"box":{"x":291,"y":175,"width":422,"height":13}},{"id":"46db4fa5-60fa-4141-a773-98877386454f","block_type":"box","text":"Š","page_number":8,"box":{"x":136,"y":201,"width":9,"height":6}},{"id":"8891fb28-3938-48fa-a93b-01d32e2734af","block_type":"box","text":"All references to the “Hedge Period” in the Prospectus, Summary Prospectus and SAI for SMAX are","page_number":8,"box":{"x":156,"y":198,"width":723,"height":13}},{"id":"422eebbf-993f-4498-be0d-642c2325be0e","block_type":"box","text":"hereby deleted and replaced with “Outcome Period”.","page_number":8,"box":{"x":157,"y":214,"width":386,"height":12}},{"id":"5c358748-604a-482a-969c-37674acfd1a1","block_type":"box","text":"As described in the Fund’s Prospectus, Summary Prospectus and SAI, each Fund seeks to provide certain","page_number":8,"box":{"x":116,"y":237,"width":764,"height":13}},{"id":"b647ee23-69af-4142-9e70-2eb489753215","block_type":"box","text":"outcomes for an investment held over an entire Outcome Period. Capitalized terms have the meanings","page_number":8,"box":{"x":116,"y":253,"width":747,"height":12}},{"id":"b1725cce-28f9-4f32-b2b9-f3860a9350d7","block_type":"box","text":"ascribed to them in each Fund’s Prospectus and SAI.","page_number":8,"box":{"x":116,"y":268,"width":385,"height":13}},{"id":"c54019fe-0e93-4dfd-b8a4-d9f1b30cc90a","block_type":"box","text":"The table below shows an estimated range for the Approximate Cap for each Fund’s upcoming Outcome","page_number":8,"box":{"x":116,"y":291,"width":766,"height":13}},{"id":"2ccf3470-a796-4c89-af67-e7f157cc3cf2","block_type":"box","text":"Period as estimated by the Fund’s investment adviser using information available as of the date of this","page_number":8,"box":{"x":117,"y":307,"width":743,"height":13}},{"id":"8c4183b8-031c-4e1b-87ac-e5a0ab537069","block_type":"box","text":"supplement. The estimate is unaudited, subject to certain limitations and subject to change, and each","page_number":8,"box":{"x":116,"y":322,"width":741,"height":13}},{"id":"704982ec-dd5e-4391-8ed5-edb54cae8621","block_type":"box","text":"Fund is under no obligation to, and does not expect to, update the estimate. The final Approximate Cap","page_number":8,"box":{"x":117,"y":338,"width":753,"height":13}},{"id":"8e215ee9-cb8f-4eb9-9ecd-a878c5281c4d","block_type":"box","text":"for the upcoming Outcome Period, which may be more or less than the estimated ranges, will be","page_number":8,"box":{"x":116,"y":353,"width":706,"height":13}},{"id":"81abf816-cf6c-4dcd-bc42-def20577ca96","block_type":"box","text":"included in a supplement filing following the close of business on the last business day of the current","page_number":8,"box":{"x":117,"y":369,"width":735,"height":13}},{"id":"dbc85831-80ac-4ed1-8606-37d7b37996b0","block_type":"box","text":"Outcome Period.","page_number":8,"box":{"x":116,"y":384,"width":127,"height":10}},{"id":"b0e63bc5-fad7-4231-b887-f53600fe0889","block_type":"box","text":"Fund (Ticker)","page_number":8,"box":{"x":117,"y":415,"width":80,"height":10}},{"id":"d045f88a-f198-44f5-a2f7-7df1846492a6","block_type":"box","text":"Upcoming","page_number":8,"box":{"x":445,"y":405,"width":61,"height":10}},{"id":"0b75e9c6-fee1-45e7-bb4e-198fe6a7b70a","block_type":"box","text":"Outcome Period","page_number":8,"box":{"x":427,"y":415,"width":98,"height":8}},{"id":"0b3ffb9e-c863-4b66-8823-8be409592101","block_type":"box","text":"Estimated Approximate Cap Range","page_number":8,"box":{"x":610,"y":415,"width":210,"height":10}},{"id":"4b93d6e5-e01b-46d6-a780-54c463d6a96c","block_type":"box","text":"iShares Large Cap Accelerated","page_number":8,"box":{"x":117,"y":437,"width":224,"height":13}},{"id":"24d12465-328c-49a8-870b-08d9109b7980","block_type":"box","text":"Outcome ETF (TWOX)","page_number":8,"box":{"x":133,"y":453,"width":168,"height":13}},{"id":"0b5f8f7c-1d52-49f2-ad0e-db2d07e30e4a","block_type":"box","text":"Oct. 1, 2025 to","page_number":8,"box":{"x":422,"y":438,"width":112,"height":11}},{"id":"3890d167-4ff1-4a1a-b3a0-07b5e6153f67","block_type":"box","text":"Dec. 31, 2025","page_number":8,"box":{"x":427,"y":453,"width":103,"height":11}},{"id":"040c1fb2-1ef5-4d05-b28e-cfa6c025a749","block_type":"box","text":"5.10% - 7.60% (gross of management fee)","page_number":8,"box":{"x":560,"y":437,"width":315,"height":13}},{"id":"2e06c9d4-ae3e-4224-a1c0-eeae5b083fe8","block_type":"box","text":"4.98% - 7.48% (net of management fee)","page_number":8,"box":{"x":567,"y":453,"width":300,"height":13}},{"id":"96a8691e-95a9-4ad1-8446-efe9d780a6e8","block_type":"box","text":"iShares Large Cap 10% Target Buffer","page_number":8,"box":{"x":117,"y":476,"width":271,"height":13}},{"id":"2ee7c0fc-2719-4784-966d-6fb9e3bd5844","block_type":"box","text":"Sep ETF (STEN)","page_number":8,"box":{"x":133,"y":492,"width":117,"height":12}},{"id":"9388ef96-f59d-47f3-9010-dd37c73ab846","block_type":"box","text":"Oct. 1, 2025 to","page_number":8,"box":{"x":422,"y":477,"width":112,"height":11}},{"id":"36392209-347f-48d5-aafe-9cd48b74e224","block_type":"box","text":"Sep. 30, 2026","page_number":8,"box":{"x":427,"y":492,"width":102,"height":12}},{"id":"af0c1885-753b-4e39-b922-270f9a16383e","block_type":"box","text":"15.47% - 17.97% (gross of management fee)","page_number":8,"box":{"x":552,"y":476,"width":332,"height":13}},{"id":"72ab1869-0a98-4356-a31e-a8632b6b17ab","block_type":"box","text":"14.97% - 17.47% (net of management fee)","page_number":8,"box":{"x":560,"y":492,"width":316,"height":12}},{"id":"3a2211b7-b74c-4a00-8c1a-e78e7225db60","block_type":"box","text":"iShares Large Cap Max Buffer","page_number":8,"box":{"x":117,"y":515,"width":217,"height":13}},{"id":"dfb4b5b1-9264-4c51-87ff-93ed81cb2256","block_type":"box","text":"Sep ETF (SMAX)","page_number":8,"box":{"x":133,"y":530,"width":124,"height":13}},{"id":"68bf76d5-3081-462b-b9fd-80df8e15fbde","block_type":"box","text":"Oct. 1, 2025 to","page_number":8,"box":{"x":422,"y":515,"width":112,"height":11}},{"id":"96cb4016-587e-4f8a-b659-700a7c3d7a96","block_type":"box","text":"Sep. 30, 2026","page_number":8,"box":{"x":427,"y":531,"width":102,"height":12}},{"id":"19100f37-90a6-456e-a08d-011603115a50","block_type":"box","text":"6.40% - 7.50% (gross of management fee)","page_number":8,"box":{"x":560,"y":515,"width":315,"height":13}},{"id":"2bc4da1d-8425-4cb6-8620-487476cac07e","block_type":"box","text":"5.90% -7.00% (net of management fee)","page_number":8,"box":{"x":570,"y":530,"width":295,"height":13}},{"id":"b6c94910-5d8a-4997-8b05-c49dc807c764","block_type":"box","text":"If you have any questions, please call 1-800-iShares (1-800-474-2737).","page_number":8,"box":{"x":117,"y":554,"width":521,"height":12}},{"id":"62613bcc-077a-4723-89ee-0a0bdec628b4","block_type":"box","text":"iShares","page_number":8,"box":{"x":117,"y":869,"width":40,"height":8}},{"id":"93e757fb-ed4e-4e72-96c3-6e5fc0fc19e9","block_type":"box","text":"®","page_number":8,"box":{"x":158,"y":869,"width":8,"height":5}},{"id":"483ef745-5086-41d7-bbf9-d821467397c0","block_type":"box","text":"is a registered trademark of BlackRock Fund Advisors and its affiliates.","page_number":8,"box":{"x":170,"y":869,"width":406,"height":10}},{"id":"504514dd-d652-437d-9b1a-b6523f66d2dd","block_type":"box","text":"IS-A-iCap-0925","page_number":8,"box":{"x":793,"y":887,"width":89,"height":10}},{"id":"74e388e2-b689-4c48-ba55-e0ad2cfe6b4f","block_type":"box","text":"PLEASE RETAIN THIS SUPPLEMENT","page_number":8,"box":{"x":368,"y":911,"width":265,"height":9}},{"id":"a14220e4-479f-42fd-ae36-1fb25f911be9","block_type":"box","text":"FOR FUTURE REFERENCE","page_number":8,"box":{"x":407,"y":926,"width":186,"height":10}},{"id":"564081a0-3014-4084-8f74-193f70db7290","block_type":"box","text":"iShares","page_number":9,"box":{"x":61,"y":68,"width":139,"height":22}},{"id":"be7af5ca-fdbf-4c3c-a68d-75c657237227","block_type":"box","text":"®","page_number":9,"box":{"x":203,"y":63,"width":11,"height":8}},{"id":"7801145f-7431-420c-be72-13a85159015d","block_type":"box","text":"Trust","page_number":9,"box":{"x":225,"y":69,"width":99,"height":21}},{"id":"dcde62f0-f861-4ec4-be84-a20ff062ec47","block_type":"box","text":"Statement of Additional Information","page_number":9,"box":{"x":60,"y":112,"width":495,"height":16}},{"id":"f9c3fa58-1a67-4b6d-ba1f-3cfb3c9f573a","block_type":"box","text":"Dated September 16, 2025","page_number":9,"box":{"x":60,"y":137,"width":205,"height":11}},{"id":"008af2d7-c3bb-4050-b861-04b42f99ca9d","block_type":"box","text":"This Statement of Additional Information (“SAI”) is not a prospectus. It should be read in conjunction with the","page_number":9,"box":{"x":59,"y":159,"width":831,"height":12}},{"id":"0b9fd52b-b6c1-4e37-bfe7-eed4ff431ae4","block_type":"box","text":"current prospectus (the “Prospectus”) for the following series of iShares Trust (the “Trust”):","page_number":9,"box":{"x":59,"y":174,"width":689,"height":12}},{"id":"32009cec-7dad-484a-94af-145ac7d93a86","block_type":"box","text":"Fund","page_number":9,"box":{"x":60,"y":204,"width":31,"height":7}},{"id":"c7d8135f-325a-41cd-8b16-6858a7553f3b","block_type":"box","text":"Ticker Listing Exchange","page_number":9,"box":{"x":668,"y":204,"width":270,"height":9}},{"id":"a37da83d-ec9a-47d8-9cd2-3dadcffe4edf","block_type":"box","text":"iShares Large Cap 10% Target Buffer Sep ETF (the “Fund”) STEN Cboe BZX","page_number":9,"box":{"x":60,"y":226,"width":861,"height":12}},{"id":"d46ba193-407a-4913-8395-d4e8a861f21c","block_type":"box","text":"The Prospectus for the Fund is dated September 16, 2025, as amended and supplemented from time to time.","page_number":9,"box":{"x":59,"y":255,"width":831,"height":11}},{"id":"582e6cdb-7fff-4490-9ddb-3f6ba7aee563","block_type":"box","text":"Capitalized terms used herein that are not defined have the same meaning as in the Prospectus, unless otherwise","page_number":9,"box":{"x":60,"y":270,"width":865,"height":12}},{"id":"df6b6b59-4e25-4243-8e0a-559d6bcb7d7e","block_type":"box","text":"noted. A copy of the Prospectus may be obtained without charge by writing to the Trust’s distributor, BlackRock","page_number":9,"box":{"x":60,"y":285,"width":844,"height":12}},{"id":"1697a81d-9772-4a59-8e08-eda2f4470926","block_type":"box","text":"Investments, LLC (the “Distributor” or “BRIL”), 1 University Square Drive, Princeton, NJ 08540, calling 1-800-","page_number":9,"box":{"x":60,"y":300,"width":830,"height":12}},{"id":"8ece67c4-5533-4ede-9545-408820e3e110","block_type":"box","text":"iShares (1-800-474-2737) or visiting www.iShares.com. The Fund's Prospectus is incorporated by reference into","page_number":9,"box":{"x":60,"y":315,"width":856,"height":12}},{"id":"967751a4-93db-487a-b2a5-3657558f5f86","block_type":"box","text":"this SAI.","page_number":9,"box":{"x":59,"y":331,"width":61,"height":9}},{"id":"a4bd1bf3-466c-46ec-b9d9-5f523aa8c326","block_type":"box","text":"References to the Investment Company Act of 1940, as amended (the “Investment Company Act” or the “1940","page_number":9,"box":{"x":60,"y":353,"width":837,"height":12}},{"id":"4a7be0dd-3d60-47ea-a43d-08bd36b6ac2d","block_type":"box","text":"Act”), or other applicable law, will include any rules promulgated thereunder and any guidance, interpretations or","page_number":9,"box":{"x":59,"y":368,"width":860,"height":12}},{"id":"ad84c9d3-2661-4c98-b824-f8b9738be258","block_type":"box","text":"modifications by the Securities and Exchange Commission (the “SEC”), SEC staff or other authority with","page_number":9,"box":{"x":60,"y":383,"width":791,"height":12}},{"id":"12c43ac0-5315-47f7-a812-a6bbb5ec0b64","block_type":"box","text":"appropriate jurisdiction, including court interpretations, and exemptive, no action or other relief or permission from","page_number":9,"box":{"x":59,"y":398,"width":878,"height":12}},{"id":"6ac7b9de-d890-42ed-8aac-1a62730135dd","block_type":"box","text":"the SEC, SEC staff or other authority.","page_number":9,"box":{"x":59,"y":414,"width":280,"height":11}},{"id":"a0a05ce9-3dfe-4499-a43b-5b68b0a7a440","block_type":"box","text":"iShares","page_number":9,"box":{"x":60,"y":436,"width":55,"height":9}},{"id":"2732e6ab-c707-4758-a70e-e8293f6ca296","block_type":"box","text":"®","page_number":9,"box":{"x":117,"y":434,"width":5,"height":3}},{"id":"c20c1651-61ae-43cd-b747-8fe235a7624e","block_type":"box","text":"and BlackRock","page_number":9,"box":{"x":127,"y":437,"width":112,"height":8}},{"id":"4382998b-133c-43de-8a3b-af7077f7b244","block_type":"box","text":"®","page_number":9,"box":{"x":240,"y":434,"width":5,"height":3}},{"id":"2354c67c-bc0d-4a70-bbd6-049ca752c12f","block_type":"box","text":"are registered trademarks of BFA and its affiliates.","page_number":9,"box":{"x":250,"y":436,"width":380,"height":12}},{"id":"36acfdab-9170-4911-84b2-64a0ea785c8f","block_type":"box","text":"TABLE OF CONTENTS","page_number":10,"box":{"x":405,"y":68,"width":186,"height":11}},{"id":"18ea9e02-bdd4-407e-89cc-187ef3315490","block_type":"box","text":"Page","page_number":10,"box":{"x":906,"y":99,"width":27,"height":10}},{"id":"c8ae413b-43cf-4c60-b0da-26981fc68cf0","block_type":"box","text":"General Description of the Trust and the Fund","page_number":10,"box":{"x":59,"y":121,"width":321,"height":12}},{"id":"037705f2-5e25-4f10-a429-64493b79ecf7","block_type":"box","text":"1","page_number":10,"box":{"x":932,"y":121,"width":3,"height":9}},{"id":"b90dbee4-c0f8-4a5a-8fb9-314fae29132c","block_type":"box","text":"Exchange Listing and Trading","page_number":10,"box":{"x":60,"y":142,"width":204,"height":13}},{"id":"22e19ab0-0019-4bc4-ae1e-7ea85c96dad2","block_type":"box","text":"1","page_number":10,"box":{"x":932,"y":143,"width":3,"height":9}},{"id":"851b5777-3d43-4229-b3c6-2d7085657539","block_type":"box","text":"Investment Strategies and Risks of the Fund","page_number":10,"box":{"x":60,"y":164,"width":306,"height":12}},{"id":"07bc2d11-8c28-4b98-92f9-6247c09403e5","block_type":"box","text":"2","page_number":10,"box":{"x":931,"y":164,"width":7,"height":9}},{"id":"ef03eea9-bc9e-4f07-a7ed-5937176c9420","block_type":"box","text":"Additional Information Regarding FLEX Options 2","page_number":10,"box":{"x":98,"y":185,"width":840,"height":12}},{"id":"ab831416-d6da-459d-8e82-2d036fcb8111","block_type":"box","text":"Borrowing","page_number":10,"box":{"x":99,"y":207,"width":71,"height":12}},{"id":"4b7cd179-f2d8-4044-b651-d0ec4667bf03","block_type":"box","text":"2","page_number":10,"box":{"x":931,"y":207,"width":7,"height":9}},{"id":"8b4916d3-0cb6-4d0a-9e26-ec8f468733de","block_type":"box","text":"Diversification Status","page_number":10,"box":{"x":99,"y":228,"width":147,"height":10}},{"id":"c212c525-c2d8-4407-9fc3-14ca3f9ffd1c","block_type":"box","text":"3","page_number":10,"box":{"x":931,"y":228,"width":7,"height":10}},{"id":"d20dec93-c5e5-4ff8-8600-27d93d4c8f5e","block_type":"box","text":"Equity Securities","page_number":10,"box":{"x":99,"y":250,"width":114,"height":12}},{"id":"3686a25c-ef5a-44b8-aa93-aab9aed2fd5d","block_type":"box","text":"3","page_number":10,"box":{"x":931,"y":250,"width":7,"height":9}},{"id":"542d1fcd-a248-42a7-9601-f38a4d42348f","block_type":"box","text":"Futures, Options on Futures and Securities Options 3","page_number":10,"box":{"x":99,"y":271,"width":839,"height":12}},{"id":"06e701d3-88d7-4a30-a7b3-ca91ed3e62e3","block_type":"box","text":"Investments in Underlying Fund","page_number":10,"box":{"x":99,"y":292,"width":221,"height":12}},{"id":"fa40f18b-f972-450f-860b-41ba81f99706","block_type":"box","text":"4","page_number":10,"box":{"x":930,"y":293,"width":8,"height":9}},{"id":"3d13e383-e58a-4bdc-bfb8-f984ba23cf59","block_type":"box","text":"Lending Portfolio Securities","page_number":10,"box":{"x":99,"y":314,"width":190,"height":12}},{"id":"0fcf19dd-6d21-4826-ac7f-d4ff80e11ed0","block_type":"box","text":"5","page_number":10,"box":{"x":931,"y":314,"width":7,"height":9}},{"id":"71b70910-e352-4d14-9194-585c725913dc","block_type":"box","text":"Liquidity Risk Management","page_number":10,"box":{"x":99,"y":335,"width":190,"height":12}},{"id":"181899f1-7e40-46dc-a312-5d86e3818c2c","block_type":"box","text":"6","page_number":10,"box":{"x":931,"y":335,"width":7,"height":10}},{"id":"4ca2972a-0eac-468a-8518-2bf6ad0cf8c3","block_type":"box","text":"Regulation Regarding Derivatives","page_number":10,"box":{"x":99,"y":356,"width":230,"height":13}},{"id":"20ff27c0-a973-4fa9-a5df-717e703555d8","block_type":"box","text":"6","page_number":10,"box":{"x":931,"y":357,"width":7,"height":9}},{"id":"daedf9bf-b19c-4437-9f68-08d295220dcc","block_type":"box","text":"Securities of Investment Companies","page_number":10,"box":{"x":98,"y":378,"width":251,"height":12}},{"id":"f3006593-48e6-4a36-bfdf-9296136fde06","block_type":"box","text":"7","page_number":10,"box":{"x":931,"y":378,"width":7,"height":9}},{"id":"78daf8d0-26b8-4e08-a164-93ba3b3c22bc","block_type":"box","text":"Short-Term Instruments and Temporary Investments 7","page_number":10,"box":{"x":98,"y":399,"width":840,"height":13}},{"id":"e8d302d2-e787-4122-b81f-6e0df27c5cf7","block_type":"box","text":"Tracking Stocks","page_number":10,"box":{"x":98,"y":421,"width":110,"height":12}},{"id":"50481f2b-9cb3-49f9-b0c6-35f12a982be0","block_type":"box","text":"8","page_number":10,"box":{"x":931,"y":421,"width":7,"height":9}},{"id":"ea7aa837-0353-4b30-bc46-c47ea982a4db","block_type":"box","text":"Future Developments","page_number":10,"box":{"x":99,"y":442,"width":149,"height":12}},{"id":"7be185cb-513f-4da3-a249-f237b0e0d976","block_type":"box","text":"8","page_number":10,"box":{"x":931,"y":443,"width":7,"height":9}},{"id":"218c5c10-5744-4e58-a684-220dc245b955","block_type":"box","text":"General Considerations and Risks","page_number":10,"box":{"x":59,"y":463,"width":233,"height":10}},{"id":"f8e0d74d-137a-4ddb-b78e-8164b7e9cb42","block_type":"box","text":"8","page_number":10,"box":{"x":931,"y":464,"width":7,"height":9}},{"id":"186eb08a-42ca-48d3-97c6-ce9398ecf1bf","block_type":"box","text":"Borrowing Risk","page_number":10,"box":{"x":99,"y":485,"width":105,"height":12}},{"id":"b93ddd53-5d52-43ba-868a-5a33e99e6b6c","block_type":"box","text":"8","page_number":10,"box":{"x":931,"y":485,"width":7,"height":10}},{"id":"114f8467-cf0d-443c-b99f-6a109279ba9a","block_type":"box","text":"Illiquid Investments Risk","page_number":10,"box":{"x":99,"y":506,"width":168,"height":13}},{"id":"b0b21a43-06dc-4676-82d3-02be7442262e","block_type":"box","text":"8","page_number":10,"box":{"x":931,"y":507,"width":7,"height":9}},{"id":"29a3b5fc-65ea-4139-bdbc-b4cb44b445a1","block_type":"box","text":"Infectious Illness Risk","page_number":10,"box":{"x":99,"y":528,"width":148,"height":9}},{"id":"292bd14f-f243-4779-a306-c3fecbbb5a18","block_type":"box","text":"8","page_number":10,"box":{"x":931,"y":528,"width":7,"height":9}},{"id":"f296b958-0d1c-41f5-9bbf-725e0d6f9225","block_type":"box","text":"Money Market Instruments Risk","page_number":10,"box":{"x":99,"y":549,"width":224,"height":12}},{"id":"02790b08-6a64-4c05-8831-e23f09c375b3","block_type":"box","text":"9","page_number":10,"box":{"x":931,"y":550,"width":7,"height":9}},{"id":"bebc8384-5f29-4be5-b84d-ff2e6fcbc319","block_type":"box","text":"Operational and Technology Risks","page_number":10,"box":{"x":98,"y":571,"width":238,"height":12}},{"id":"de84b143-d99d-4ccc-9ea1-a93d4e8da47e","block_type":"box","text":"9","page_number":10,"box":{"x":931,"y":571,"width":7,"height":9}},{"id":"fc7a2eb5-0bc1-4a52-bf67-bd26269fcbe8","block_type":"box","text":"Reference Rate Replacement Risk","page_number":10,"box":{"x":99,"y":592,"width":232,"height":12}},{"id":"d1c7b11a-d53b-42e2-8882-616f2dfa2074","block_type":"box","text":"10","page_number":10,"box":{"x":923,"y":593,"width":15,"height":9}},{"id":"84259a44-d681-4758-a515-5271440f0f18","block_type":"box","text":"Risk of Derivatives","page_number":10,"box":{"x":99,"y":613,"width":126,"height":10}},{"id":"2dbabd26-9138-4573-9907-d9d8779e8cd2","block_type":"box","text":"10","page_number":10,"box":{"x":923,"y":614,"width":15,"height":9}},{"id":"625d06e0-b362-420f-b2b8-6dbefd15456b","block_type":"box","text":"Risks of Equity Securities","page_number":10,"box":{"x":99,"y":635,"width":172,"height":12}},{"id":"1b48581e-4c10-4a3e-bbeb-62d473254124","block_type":"box","text":"10","page_number":10,"box":{"x":923,"y":635,"width":15,"height":10}},{"id":"1a129f05-f2db-4964-974e-87e01c7d245e","block_type":"box","text":"Risk of Futures and Options on Futures Transactions 11","page_number":10,"box":{"x":99,"y":656,"width":836,"height":13}},{"id":"e6a632a8-c354-4a67-b2ff-3eafe8af6b90","block_type":"box","text":"Tracking Error Risk","page_number":10,"box":{"x":98,"y":678,"width":132,"height":12}},{"id":"08fd9d10-9849-46f2-ab9d-d9ac8f0347e8","block_type":"box","text":"11","page_number":10,"box":{"x":924,"y":678,"width":11,"height":9}},{"id":"da100e8b-d1d3-4354-8148-44645846d306","block_type":"box","text":"Risk of Investing in the U.S","page_number":10,"box":{"x":99,"y":699,"width":184,"height":12}},{"id":"3fa7b424-d836-4a77-b86b-3eed457a863f","block_type":"box","text":"12","page_number":10,"box":{"x":923,"y":700,"width":15,"height":9}},{"id":"9f3bb7cb-9462-4c4c-ac0e-d3eb0eb0ca40","block_type":"box","text":"Risk of Investing in the Consumer Discretionary Sector 12","page_number":10,"box":{"x":99,"y":720,"width":839,"height":13}},{"id":"e2d7813a-baef-49da-a1ea-a1428d27a32d","block_type":"box","text":"Risk of Investing in the Consumer Staples Sector 12","page_number":10,"box":{"x":99,"y":742,"width":839,"height":12}},{"id":"89a9ccf8-384d-472f-807e-d7ce4d5fad64","block_type":"box","text":"Risk of Investing in the Energy Sector","page_number":10,"box":{"x":99,"y":763,"width":258,"height":13}},{"id":"dd539f66-e202-43dd-b438-030edcde95da","block_type":"box","text":"13","page_number":10,"box":{"x":923,"y":764,"width":15,"height":9}},{"id":"d3f6a1c0-b80f-46c7-b9dd-b10dfb04715c","block_type":"box","text":"Risk of Investing in the Financials Sector","page_number":10,"box":{"x":99,"y":785,"width":280,"height":12}},{"id":"fd34ef2d-2316-4b3a-9e99-4c0b2c5789b2","block_type":"box","text":"13","page_number":10,"box":{"x":923,"y":785,"width":15,"height":9}},{"id":"62b0996a-b1ac-454d-8e88-d1940f6296d8","block_type":"box","text":"Risk of Investing in the Healthcare Sector","page_number":10,"box":{"x":99,"y":806,"width":286,"height":12}},{"id":"e03f2075-76e9-42c9-b57a-caa01aa630e0","block_type":"box","text":"14","page_number":10,"box":{"x":924,"y":807,"width":14,"height":9}},{"id":"e8e5e0b6-a690-4fcd-9d1e-b9a3a306ad20","block_type":"box","text":"Risk of Investing in the Industrials Sector","page_number":10,"box":{"x":99,"y":828,"width":284,"height":12}},{"id":"5028ae73-5160-4729-8e5a-6b9ae420bf6a","block_type":"box","text":"15","page_number":10,"box":{"x":924,"y":828,"width":14,"height":9}},{"id":"bdc4378b-c1d0-4bb5-a538-910a460c4ec2","block_type":"box","text":"Risk of Investing in the Materials Sector","page_number":10,"box":{"x":99,"y":849,"width":275,"height":12}},{"id":"c3841aec-7789-4595-b5db-a6410cdb2523","block_type":"box","text":"15","page_number":10,"box":{"x":924,"y":850,"width":14,"height":9}},{"id":"7d116e74-e507-4409-82a6-59ec28dfdbc0","block_type":"box","text":"Risk of Investing in the Real Estate Industry","page_number":10,"box":{"x":99,"y":870,"width":300,"height":13}},{"id":"1ccc2b82-58b8-4978-89ea-8928c4ef96e9","block_type":"box","text":"15","page_number":10,"box":{"x":924,"y":871,"width":14,"height":9}},{"id":"7441ddc8-d6e0-4687-9404-27e61ceef565","block_type":"box","text":"i","page_number":10,"box":{"x":498,"y":917,"width":1,"height":8}},{"id":"70bccf2c-44af-4518-aa8c-11d721010121","block_type":"box","text":"Page","page_number":11,"box":{"x":906,"y":83,"width":27,"height":9}},{"id":"3a626e2b-f7c7-4a9e-8ed5-59fbef95479b","block_type":"box","text":"Risk of Investing in Technology Companies","page_number":11,"box":{"x":99,"y":104,"width":299,"height":13}},{"id":"be31a5e7-d1c7-4e22-8633-5e33fb5d91d0","block_type":"box","text":"17","page_number":11,"box":{"x":924,"y":105,"width":14,"height":9}},{"id":"2e646ae3-5fba-4c21-bdd1-79a37d3536ac","block_type":"box","text":"Risk of Investing in the Utilities Sector","page_number":11,"box":{"x":99,"y":126,"width":262,"height":12}},{"id":"cb27d94c-b144-4473-b2e3-59e230e901c7","block_type":"box","text":"17","page_number":11,"box":{"x":924,"y":126,"width":14,"height":9}},{"id":"dd34a781-0ac9-4977-95d6-dc31a078a8cd","block_type":"box","text":"Proxy Voting Policies","page_number":11,"box":{"x":60,"y":147,"width":143,"height":13}},{"id":"37a71413-7e8c-4000-8069-cb7306998119","block_type":"box","text":"17","page_number":11,"box":{"x":924,"y":148,"width":14,"height":9}},{"id":"85c54024-2705-40e9-8473-481c7a483b43","block_type":"box","text":"Portfolio Holdings Information","page_number":11,"box":{"x":60,"y":169,"width":211,"height":12}},{"id":"7bea16e6-24fb-451d-988a-91e6f34b453d","block_type":"box","text":"18","page_number":11,"box":{"x":924,"y":169,"width":14,"height":9}},{"id":"e73665d2-16aa-460d-b9a1-6d48ded0dda0","block_type":"box","text":"Investment Policies","page_number":11,"box":{"x":60,"y":190,"width":132,"height":10}},{"id":"20d17c3f-72e8-43a5-a0a6-073be9aeb650","block_type":"box","text":"19","page_number":11,"box":{"x":923,"y":191,"width":15,"height":9}},{"id":"eb6fbf68-100d-4fe4-afb4-bc9a65fbc9ba","block_type":"box","text":"Continuous Offering","page_number":11,"box":{"x":59,"y":211,"width":141,"height":13}},{"id":"364d09e2-a687-4077-a5f8-3726115d5874","block_type":"box","text":"21","page_number":11,"box":{"x":922,"y":212,"width":13,"height":9}},{"id":"a3c51e30-52ea-4588-9181-3a9c9e6f2eb4","block_type":"box","text":"Management","page_number":11,"box":{"x":59,"y":233,"width":94,"height":12}},{"id":"87185fdb-5b69-4ec0-b160-f2e1e927328b","block_type":"box","text":"22","page_number":11,"box":{"x":922,"y":233,"width":16,"height":9}},{"id":"3a9a5ca4-49d5-48ef-83a1-72753489b98a","block_type":"box","text":"Trustees and Officers","page_number":11,"box":{"x":98,"y":254,"width":148,"height":10}},{"id":"3fcbbfd5-8e82-4788-9f5f-8a7063973951","block_type":"box","text":"22","page_number":11,"box":{"x":922,"y":255,"width":16,"height":9}},{"id":"bbbb4469-b79a-40f2-ba11-a68d5707a9d3","block_type":"box","text":"Committees of the Board of Trustees","page_number":11,"box":{"x":98,"y":276,"width":257,"height":9}},{"id":"ba83e397-b85b-424e-bae4-dc61f5d0e414","block_type":"box","text":"30","page_number":11,"box":{"x":922,"y":276,"width":16,"height":9}},{"id":"73edb9c6-2316-46b3-bc36-2e185ebd68bd","block_type":"box","text":"Remuneration of Trustees and Advisory Board Members 35","page_number":11,"box":{"x":99,"y":297,"width":839,"height":13}},{"id":"24ec951f-2c09-40f4-9518-82f1bd176b09","block_type":"box","text":"Control Persons and Principal Holders of Securities 36","page_number":11,"box":{"x":98,"y":319,"width":840,"height":12}},{"id":"2579d009-4fa1-435f-807f-054158e59811","block_type":"box","text":"Conflicts of Interest","page_number":11,"box":{"x":98,"y":340,"width":137,"height":10}},{"id":"6fdbf6a6-d561-4ac8-974c-2734a2f73017","block_type":"box","text":"36","page_number":11,"box":{"x":921,"y":341,"width":17,"height":9}},{"id":"298ef3a6-ed9a-41dc-b34b-e8ebf73a265f","block_type":"box","text":"Investment Advisory, Administrative and Distribution Services 45","page_number":11,"box":{"x":60,"y":361,"width":878,"height":13}},{"id":"35bcd208-9539-431a-89a2-48928086ca67","block_type":"box","text":"Investment Adviser","page_number":11,"box":{"x":99,"y":383,"width":134,"height":10}},{"id":"28e1a7bb-1e19-43c1-b307-0e6f10050331","block_type":"box","text":"45","page_number":11,"box":{"x":921,"y":383,"width":17,"height":10}},{"id":"cc0bd6c1-24b8-4d6d-ba1b-0156e500a0af","block_type":"box","text":"Portfolio Managers","page_number":11,"box":{"x":99,"y":404,"width":132,"height":13}},{"id":"09674a02-f2f5-4a05-8908-563d49e7db38","block_type":"box","text":"45","page_number":11,"box":{"x":921,"y":405,"width":17,"height":9}},{"id":"e638814a-cd58-44f6-9eac-4f3265af828b","block_type":"box","text":"Codes of Ethics","page_number":11,"box":{"x":98,"y":426,"width":107,"height":9}},{"id":"fe32dd43-b5ee-4a9f-9a4c-da4b7bdf1af2","block_type":"box","text":"47","page_number":11,"box":{"x":922,"y":426,"width":16,"height":9}},{"id":"b9c0c45a-cb52-4eca-94d6-c0fdd2a18d77","block_type":"box","text":"Anti-Money Laundering Requirements","page_number":11,"box":{"x":98,"y":447,"width":269,"height":12}},{"id":"6d68000b-6a44-48bd-b5d1-6f9bcd33846b","block_type":"box","text":"47","page_number":11,"box":{"x":922,"y":448,"width":16,"height":9}},{"id":"033b4fb8-61c5-4238-acd3-0661bad1cf2e","block_type":"box","text":"Administrator, Custodian and Transfer Agent 47","page_number":11,"box":{"x":98,"y":468,"width":840,"height":13}},{"id":"569aa02a-ba5f-4491-a24a-50480086fdaf","block_type":"box","text":"Distributor","page_number":11,"box":{"x":99,"y":490,"width":74,"height":10}},{"id":"4e73cf18-7fd8-4eb4-8a71-4533cd77ea41","block_type":"box","text":"48","page_number":11,"box":{"x":921,"y":490,"width":17,"height":10}},{"id":"12033c86-4261-494d-bfb2-a441cae352f7","block_type":"box","text":"Securities Lending","page_number":11,"box":{"x":98,"y":511,"width":127,"height":13}},{"id":"5eb02ae8-6c4e-4b3a-9de1-74029a81750e","block_type":"box","text":"48","page_number":11,"box":{"x":921,"y":512,"width":17,"height":9}},{"id":"ffea9cce-7d20-4590-ba95-009959a42aba","block_type":"box","text":"Payments by BFA and its Affiliates","page_number":11,"box":{"x":99,"y":533,"width":235,"height":12}},{"id":"47ecff0e-cb25-435d-8f1f-c7c5c88fcd06","block_type":"box","text":"49","page_number":11,"box":{"x":922,"y":533,"width":16,"height":9}},{"id":"f9a82249-1d76-480d-9bad-a9f36e2a07cf","block_type":"box","text":"Determination of Net Asset Value","page_number":11,"box":{"x":60,"y":554,"width":232,"height":10}},{"id":"4fa239d2-b331-4b93-9d99-4919556cad47","block_type":"box","text":"51","page_number":11,"box":{"x":923,"y":555,"width":12,"height":9}},{"id":"44faa6ec-6246-4c0d-a421-f949536e2130","block_type":"box","text":"Brokerage Transactions","page_number":11,"box":{"x":60,"y":576,"width":162,"height":12}},{"id":"f98bb5ad-523f-4723-862a-c466d5832f5d","block_type":"box","text":"53","page_number":11,"box":{"x":922,"y":576,"width":16,"height":9}},{"id":"cacf7d0b-df00-48a5-9d10-993c3b20b89e","block_type":"box","text":"Additional Information Concerning the Trust","page_number":11,"box":{"x":59,"y":597,"width":312,"height":12}},{"id":"c302c656-f1d8-4cdd-a496-d8479b697c76","block_type":"box","text":"55","page_number":11,"box":{"x":922,"y":598,"width":16,"height":9}},{"id":"a962e5e7-6c4c-449a-b967-81fa3aba0fce","block_type":"box","text":"Shares","page_number":11,"box":{"x":98,"y":618,"width":46,"height":10}},{"id":"ebb03011-e3a1-454a-9236-2ecf75733643","block_type":"box","text":"55","page_number":11,"box":{"x":922,"y":619,"width":16,"height":9}},{"id":"e4cc75cc-df68-45a4-ab3a-57537685b13a","block_type":"box","text":"DTC as Securities Depository for Shares of the Fund 56","page_number":11,"box":{"x":99,"y":640,"width":839,"height":12}},{"id":"379e1273-3248-46f8-87e6-6c45c4bef45a","block_type":"box","text":"Distribution of Shares","page_number":11,"box":{"x":99,"y":661,"width":150,"height":10}},{"id":"d8dc0c34-0b71-4304-ae8c-78dbe4b07bda","block_type":"box","text":"57","page_number":11,"box":{"x":922,"y":662,"width":16,"height":9}},{"id":"aee1664c-9d04-4001-a6eb-f2ae8687c5e3","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":11,"box":{"x":59,"y":683,"width":301,"height":12}},{"id":"fe82388f-6c76-47a5-9c46-571efafac636","block_type":"box","text":"57","page_number":11,"box":{"x":922,"y":683,"width":16,"height":9}},{"id":"31b4c2a3-e554-4e1b-8c85-1ff206b699b0","block_type":"box","text":"General","page_number":11,"box":{"x":98,"y":704,"width":53,"height":10}},{"id":"bb9a3b4e-a14d-468a-ba97-17f3dc546d1c","block_type":"box","text":"57","page_number":11,"box":{"x":922,"y":705,"width":16,"height":9}},{"id":"2a8c508b-384a-4aab-ae75-bc045c215c26","block_type":"box","text":"Fund Deposit","page_number":11,"box":{"x":99,"y":726,"width":93,"height":12}},{"id":"47150e77-c66e-47b4-8e97-d708026b2b27","block_type":"box","text":"58","page_number":11,"box":{"x":921,"y":726,"width":17,"height":9}},{"id":"34cb160e-1157-4233-a524-23ca68ada28a","block_type":"box","text":"Cash Purchase Method","page_number":11,"box":{"x":98,"y":747,"width":162,"height":10}},{"id":"5d8983ac-3071-4568-8018-18532bbc7c43","block_type":"box","text":"58","page_number":11,"box":{"x":921,"y":747,"width":17,"height":10}},{"id":"8d216b90-e62b-4f1a-baf8-5ef485fff499","block_type":"box","text":"Procedures for Creation of Creation Units","page_number":11,"box":{"x":99,"y":768,"width":286,"height":10}},{"id":"28fb7e69-7e3f-4477-a784-4398f60323ee","block_type":"box","text":"58","page_number":11,"box":{"x":921,"y":769,"width":17,"height":9}},{"id":"f32f5449-0fec-4aeb-ad33-c356ae5f7f57","block_type":"box","text":"Role of the Authorized Participant","page_number":11,"box":{"x":99,"y":790,"width":235,"height":12}},{"id":"6ae98efb-3db8-496d-b4f1-d0f3f6b4396b","block_type":"box","text":"59","page_number":11,"box":{"x":922,"y":790,"width":16,"height":9}},{"id":"3834c229-5da4-4d5a-af07-813b02e492cc","block_type":"box","text":"Placement of Creation Orders","page_number":11,"box":{"x":99,"y":811,"width":206,"height":10}},{"id":"3b40d653-25ba-4730-955c-188b6fe3618c","block_type":"box","text":"59","page_number":11,"box":{"x":922,"y":812,"width":16,"height":9}},{"id":"087a80ba-58c9-45ce-95b0-5308a4b9ae4b","block_type":"box","text":"Purchase Orders","page_number":11,"box":{"x":99,"y":833,"width":114,"height":9}},{"id":"5837d58d-62fb-4f58-9853-80ef681870ad","block_type":"box","text":"59","page_number":11,"box":{"x":922,"y":833,"width":16,"height":9}},{"id":"2100dddf-7f23-4f62-8e9c-2882c2f3ec91","block_type":"box","text":"Timing of Submission of Purchase Orders","page_number":11,"box":{"x":98,"y":854,"width":291,"height":12}},{"id":"9c8171dd-c08a-4e80-b6fd-a52840426bb9","block_type":"box","text":"60","page_number":11,"box":{"x":922,"y":855,"width":16,"height":9}},{"id":"f3c95969-ee28-475b-9243-066cb66258c3","block_type":"box","text":"Acceptance of Orders for Creation Units","page_number":11,"box":{"x":98,"y":875,"width":280,"height":13}},{"id":"398f26b7-c203-48ac-b2ca-86738e877d34","block_type":"box","text":"60","page_number":11,"box":{"x":922,"y":876,"width":16,"height":9}},{"id":"5587f399-7e0c-4a18-92bb-ecb5fd362d51","block_type":"box","text":"ii","page_number":11,"box":{"x":496,"y":917,"width":5,"height":8}},{"id":"9b7300be-7543-4dda-9c44-55eaf6ae25f3","block_type":"box","text":"Page","page_number":12,"box":{"x":906,"y":83,"width":27,"height":9}},{"id":"b4907e5b-c03a-4106-b6d0-4b4528dcd254","block_type":"box","text":"Issuance of a Creation Unit","page_number":12,"box":{"x":99,"y":104,"width":187,"height":10}},{"id":"9ebb3ed8-ef04-4e39-a75c-30ee4ecc05cd","block_type":"box","text":"60","page_number":12,"box":{"x":922,"y":105,"width":16,"height":9}},{"id":"3907da89-d228-4acc-b037-3fed94a3c292","block_type":"box","text":"Costs Associated with Creation Transactions 61","page_number":12,"box":{"x":98,"y":126,"width":837,"height":10}},{"id":"cb397e3f-bafc-4a92-8b67-b63308265ab0","block_type":"box","text":"Redemption of Creation Units","page_number":12,"box":{"x":99,"y":147,"width":206,"height":13}},{"id":"bc721894-9fa4-422f-92fc-032d4a73b26a","block_type":"box","text":"62","page_number":12,"box":{"x":922,"y":148,"width":16,"height":9}},{"id":"b57b66a9-69db-4361-af45-b0178e85ad9a","block_type":"box","text":"Cash Redemption Method","page_number":12,"box":{"x":98,"y":169,"width":183,"height":12}},{"id":"49df8842-d9e5-4a3a-9183-cf2b9ac13b6b","block_type":"box","text":"62","page_number":12,"box":{"x":922,"y":169,"width":16,"height":9}},{"id":"cab40758-61b4-46ea-bf93-405bf0ce25f0","block_type":"box","text":"Costs Associated with Redemption Transactions 63","page_number":12,"box":{"x":98,"y":190,"width":840,"height":12}},{"id":"626af60f-6691-4fbd-88ad-f295eb1531f9","block_type":"box","text":"Placement of Redemption Orders","page_number":12,"box":{"x":99,"y":211,"width":232,"height":13}},{"id":"45a15aef-5c46-4c29-930a-bac84e873b8e","block_type":"box","text":"63","page_number":12,"box":{"x":922,"y":212,"width":16,"height":9}},{"id":"3a563fc1-57b8-4afe-babd-a044c62d79da","block_type":"box","text":"Custom Baskets","page_number":12,"box":{"x":98,"y":233,"width":112,"height":10}},{"id":"9ff80f51-eeab-4cc6-b87d-2a6fdf2b06b0","block_type":"box","text":"65","page_number":12,"box":{"x":922,"y":233,"width":16,"height":10}},{"id":"1fcecdbc-afc1-4f50-9c8e-a9fe71a26270","block_type":"box","text":"Taxation on Creations and Redemptions of Creation Units 65","page_number":12,"box":{"x":98,"y":254,"width":840,"height":13}},{"id":"c0f268bb-7f6e-4bf4-8c51-6551f49e3cf8","block_type":"box","text":"Taxes","page_number":12,"box":{"x":59,"y":276,"width":39,"height":9}},{"id":"fab3013f-5afc-439c-bfe5-7294f754ce82","block_type":"box","text":"65","page_number":12,"box":{"x":922,"y":276,"width":16,"height":9}},{"id":"7b6f315c-8600-4565-bfda-97ad48506e64","block_type":"box","text":"Regulated Investment Company Qualifications 65","page_number":12,"box":{"x":99,"y":297,"width":839,"height":13}},{"id":"ee56a8a8-d20f-4ad1-9d13-53051b94b490","block_type":"box","text":"Taxation of RICs","page_number":12,"box":{"x":98,"y":319,"width":113,"height":9}},{"id":"12919313-74de-451b-9d12-7217000cc017","block_type":"box","text":"66","page_number":12,"box":{"x":922,"y":319,"width":16,"height":9}},{"id":"10559c46-9b0b-45d4-a3f0-bfa6c042cda3","block_type":"box","text":"Excise Tax","page_number":12,"box":{"x":99,"y":341,"width":70,"height":9}},{"id":"97aafa0d-aee9-4968-8577-4816f3857409","block_type":"box","text":"66","page_number":12,"box":{"x":922,"y":341,"width":16,"height":9}},{"id":"d77b4653-16e0-4471-975a-826e9fe24d55","block_type":"box","text":"Net Capital Loss Carryforwards","page_number":12,"box":{"x":99,"y":361,"width":215,"height":13}},{"id":"9bed2024-31a4-48f9-b312-211de3e0112c","block_type":"box","text":"66","page_number":12,"box":{"x":922,"y":362,"width":16,"height":9}},{"id":"7ea0f527-c115-4242-874b-e0ef4c0aad84","block_type":"box","text":"Taxation of U.S. Shareholders","page_number":12,"box":{"x":98,"y":383,"width":205,"height":10}},{"id":"e9f4aac6-5807-40c9-9f98-5e1266a1f633","block_type":"box","text":"66","page_number":12,"box":{"x":922,"y":383,"width":16,"height":10}},{"id":"605fd04f-10de-4b60-ad74-fce2a159b278","block_type":"box","text":"Sales of Shares","page_number":12,"box":{"x":98,"y":404,"width":104,"height":10}},{"id":"ec97ed0f-c97d-46e6-9f39-d23160c06594","block_type":"box","text":"68","page_number":12,"box":{"x":922,"y":405,"width":16,"height":9}},{"id":"bcd3aa8c-356c-44cd-a1a6-2d0602b3fb3a","block_type":"box","text":"Backup Withholding","page_number":12,"box":{"x":99,"y":426,"width":140,"height":12}},{"id":"ec6a4eb4-e905-44ab-a55f-cea80593ff4f","block_type":"box","text":"68","page_number":12,"box":{"x":922,"y":426,"width":16,"height":9}},{"id":"658d7775-d717-4ae1-8444-1c88a1ceb9d3","block_type":"box","text":"Sections 351 and 362","page_number":12,"box":{"x":98,"y":447,"width":150,"height":10}},{"id":"bfae4006-955e-4c42-87b7-9f59b38276b2","block_type":"box","text":"68","page_number":12,"box":{"x":922,"y":448,"width":16,"height":9}},{"id":"255418b3-4be9-4579-a6f7-5fabcef83793","block_type":"box","text":"Treatment of Options","page_number":12,"box":{"x":98,"y":468,"width":150,"height":13}},{"id":"a3de4621-5e14-4fbf-8fae-410738d1b24b","block_type":"box","text":"68","page_number":12,"box":{"x":922,"y":469,"width":16,"height":9}},{"id":"a6bfa23d-5548-478e-a18c-56e115ee683e","block_type":"box","text":"Taxation of Certain Derivatives","page_number":12,"box":{"x":98,"y":490,"width":213,"height":10}},{"id":"2a69a677-20fa-4f5a-a951-28666b450ed1","block_type":"box","text":"69","page_number":12,"box":{"x":922,"y":490,"width":16,"height":10}},{"id":"cce7a532-900e-4f80-82b6-8385f7658623","block_type":"box","text":"Qualified Dividend Income","page_number":12,"box":{"x":98,"y":511,"width":186,"height":11}},{"id":"abff42e6-c92d-4e39-9a6a-7c71eb745f0c","block_type":"box","text":"69","page_number":12,"box":{"x":922,"y":512,"width":16,"height":9}},{"id":"546642ca-f522-415b-8526-f7e8b31a8ebb","block_type":"box","text":"Corporate Dividends Received Deduction","page_number":12,"box":{"x":98,"y":533,"width":286,"height":12}},{"id":"d5e7cfb6-2d75-40ed-9338-913bf6cd86c8","block_type":"box","text":"70","page_number":12,"box":{"x":922,"y":533,"width":16,"height":9}},{"id":"bbfdc307-884e-4ad5-a6a3-dd6108cc0908","block_type":"box","text":"Excess Inclusion Income","page_number":12,"box":{"x":99,"y":554,"width":169,"height":10}},{"id":"24d134e8-8a0b-4cbf-93b9-47a8991549fd","block_type":"box","text":"70","page_number":12,"box":{"x":922,"y":555,"width":16,"height":9}},{"id":"e659905c-68da-44e3-9368-78d826407068","block_type":"box","text":"Reporting","page_number":12,"box":{"x":99,"y":576,"width":66,"height":12}},{"id":"c633f037-8239-4426-97cc-b5e47ecbc97c","block_type":"box","text":"70","page_number":12,"box":{"x":922,"y":576,"width":16,"height":9}},{"id":"af59ff92-a8c6-4ee2-aa74-45341223bce2","block_type":"box","text":"Other Taxes","page_number":12,"box":{"x":98,"y":597,"width":83,"height":10}},{"id":"b184b346-2583-4a3f-8ba5-614f0cb5c102","block_type":"box","text":"71","page_number":12,"box":{"x":923,"y":598,"width":12,"height":9}},{"id":"091e5a5e-ccba-4c7c-82c6-8e4be59a3e0f","block_type":"box","text":"Taxation of Non-U.S. Shareholders","page_number":12,"box":{"x":98,"y":618,"width":241,"height":10}},{"id":"64313885-9837-4905-9283-4e172a2b672c","block_type":"box","text":"71","page_number":12,"box":{"x":923,"y":619,"width":12,"height":9}},{"id":"2a26c32c-8723-4d65-88c4-96e655879286","block_type":"box","text":"Financial Statements","page_number":12,"box":{"x":60,"y":640,"width":145,"height":10}},{"id":"272ee61b-e1fa-4052-b89a-6f18948c6ae5","block_type":"box","text":"72","page_number":12,"box":{"x":922,"y":640,"width":16,"height":9}},{"id":"b3a430bd-8b98-44f3-b2f0-3bb8739c18df","block_type":"box","text":"Miscellaneous Information","page_number":12,"box":{"x":59,"y":661,"width":186,"height":10}},{"id":"740e84e5-0279-451f-b189-9591007ee491","block_type":"box","text":"72","page_number":12,"box":{"x":922,"y":662,"width":16,"height":9}},{"id":"bae6c707-d125-47ff-94c0-29c695fdc297","block_type":"box","text":"Counsel","page_number":12,"box":{"x":98,"y":683,"width":55,"height":9}},{"id":"124027b3-7a5b-45ab-a0df-b5facd8f2ce6","block_type":"box","text":"72","page_number":12,"box":{"x":922,"y":683,"width":16,"height":9}},{"id":"d190b1bf-2035-48fe-8213-81aded7ecca1","block_type":"box","text":"Independent Registered Public Accounting Firm 72","page_number":12,"box":{"x":99,"y":704,"width":839,"height":12}},{"id":"74e39154-11e6-4bec-96ee-7cbad6a1ca6c","block_type":"box","text":"Shareholder Communications to the Board","page_number":12,"box":{"x":98,"y":726,"width":299,"height":9}},{"id":"65b00323-a479-44d3-9725-5ee93cefb11c","block_type":"box","text":"72","page_number":12,"box":{"x":922,"y":726,"width":16,"height":9}},{"id":"d23b3854-391d-4b0d-902a-4637a3abddfe","block_type":"box","text":"Investors’ Rights","page_number":12,"box":{"x":99,"y":747,"width":114,"height":12}},{"id":"628065b6-8f57-471a-85e7-68491e4627d7","block_type":"box","text":"72","page_number":12,"box":{"x":922,"y":747,"width":16,"height":10}},{"id":"2cb4ba1e-b914-4ac5-b1ba-694cf8f28762","block_type":"box","text":"Appendix A - Proxy Voting Policies","page_number":12,"box":{"x":59,"y":768,"width":240,"height":13}},{"id":"e6670248-c3f4-45bf-8d3d-2606d40f2ccf","block_type":"box","text":"A-1","page_number":12,"box":{"x":913,"y":769,"width":22,"height":9}},{"id":"f12d3e6a-7c1e-41e4-8f7f-37189aabbad4","block_type":"box","text":"iii","page_number":12,"box":{"x":494,"y":917,"width":9,"height":8}},{"id":"dfd04e50-9a6a-491b-9333-fbc260321c13","block_type":"box","text":"General Description of the Trust and the Fund","page_number":13,"box":{"x":60,"y":67,"width":769,"height":30}},{"id":"b0d62c4f-a605-46a0-a8d1-531aaa9c72eb","block_type":"box","text":"The Trust currently consists of more than 355 investment series or portfolios. The Trust was organized as a Delaware","page_number":13,"box":{"x":59,"y":108,"width":817,"height":13}},{"id":"742ec3be-80fd-49d2-9ddf-a687bb8dfaf8","block_type":"box","text":"statutory trust on December 16, 1999 and is authorized to have multiple series or portfolios. The Trust is an open-end","page_number":13,"box":{"x":59,"y":123,"width":823,"height":13}},{"id":"d98ce4f0-0115-40f0-aabd-6961e3380367","block_type":"box","text":"management investment company registered with the SEC under the 1940 Act. The offering of the Trust’s shares is","page_number":13,"box":{"x":60,"y":138,"width":805,"height":13}},{"id":"4c9a332f-d716-4138-89e5-e7495e4bed68","block_type":"box","text":"registered under the Securities Act of 1933, as amended (the “1933 Act”). This SAI relates solely to the Fund.","page_number":13,"box":{"x":60,"y":154,"width":760,"height":12}},{"id":"39b1dfa9-bb47-4cb9-a417-5f29ef39ec8a","block_type":"box","text":"The Fund seeks to track the share price return of the iShares Core S&P 500 ETF (the “Underlying Fund”) up to an","page_number":13,"box":{"x":59,"y":180,"width":788,"height":12}},{"id":"df5533ea-c586-489f-81fd-09f6789c9e34","block_type":"box","text":"approximate upside limit, while seeking to provide downside protection against approximately the first 10% of Underlying","page_number":13,"box":{"x":59,"y":195,"width":852,"height":12}},{"id":"4e7e799f-02b1-49a9-aef6-773a3678aa1a","block_type":"box","text":"Fund losses over an approximate 12-month period beginning at the end of each September. BlackRock Fund Advisors (“BFA”)","page_number":13,"box":{"x":60,"y":210,"width":877,"height":13}},{"id":"d06bd88a-4e44-416d-a665-3ce36887bc43","block_type":"box","text":"serves as investment adviser to the Fund, and BFA or its affiliates serves as investment adviser to the Underlying Fund.","page_number":13,"box":{"x":59,"y":225,"width":825,"height":13}},{"id":"1b1a0499-69dc-44a4-ad0a-d07fcfb8b463","block_type":"box","text":"The Fund offers and issues shares at its net asset value per share (“NAV”) only in aggregations of a specified number of","page_number":13,"box":{"x":59,"y":252,"width":837,"height":12}},{"id":"20ffc5c7-fd35-4b7f-8a53-08c9f2d1022b","block_type":"box","text":"shares (each, a “Creation Unit”), generally in exchange for a designated portfolio of securities (including any portion of such","page_number":13,"box":{"x":59,"y":267,"width":867,"height":12}},{"id":"cc2b5332-990f-4e11-addb-a7d9ef4b383e","block_type":"box","text":"securities for which cash may be substituted) (the “Deposit Securities” or “Creation Basket”), together with the deposit of a","page_number":13,"box":{"x":59,"y":282,"width":864,"height":12}},{"id":"4d5df7b4-aa21-4e71-8646-025ffd045e98","block_type":"box","text":"specified cash payment (the “Cash Component”). Shares of the Fund are listed for trading on Cboe BZX Exchange, Inc. (the","page_number":13,"box":{"x":59,"y":297,"width":863,"height":13}},{"id":"3029b6ee-0043-4ecd-94f6-2aed4e7d222d","block_type":"box","text":"“Listing Exchange” or “Cboe BZX”), a national securities exchange. Shares of the Fund are traded in the secondary market","page_number":13,"box":{"x":59,"y":312,"width":854,"height":13}},{"id":"8bce5ae2-ac42-4092-8152-4244de98bac9","block_type":"box","text":"and elsewhere at market prices that may be at, above or below the Fund’s NAV. Shares are redeemable only in Creation Units","page_number":13,"box":{"x":59,"y":327,"width":872,"height":13}},{"id":"f50a6f1f-10ea-4d17-8aa7-89839985cd8c","block_type":"box","text":"and, generally, in exchange for portfolio securities and a Cash Amount (as defined in the Redemption of Creation Units","page_number":13,"box":{"x":59,"y":343,"width":829,"height":12}},{"id":"a8104b90-56b6-4273-86dc-29d40f0cda28","block_type":"box","text":"section of this SAI). Creation Units typically are a specified number of shares, generally 40,000 or multiples thereof.","page_number":13,"box":{"x":59,"y":358,"width":803,"height":12}},{"id":"859ceac2-0964-4461-a693-9a587eace5e7","block_type":"box","text":"The Trust reserves the right to permit or require that creations and redemptions of shares are effected fully or partially in cash","page_number":13,"box":{"x":59,"y":384,"width":878,"height":12}},{"id":"397039df-291c-4148-a2dc-4e5c863ff19d","block_type":"box","text":"and reserves the right to permit or require the substitution of Deposit Securities in lieu of cash. Shares may be issued in","page_number":13,"box":{"x":59,"y":399,"width":832,"height":13}},{"id":"785e1b44-7ae5-437c-94a3-c1f8197ebdda","block_type":"box","text":"advance of receipt of Deposit Securities, subject to various conditions, including a requirement that the Authorized","page_number":13,"box":{"x":59,"y":414,"width":802,"height":13}},{"id":"973858a7-4425-4a30-a4f4-ca6f5c2a66b8","block_type":"box","text":"Participant maintain collateral with the Trust as set forth in the handbook for Authorized Participants. The Trust may use","page_number":13,"box":{"x":60,"y":429,"width":842,"height":13}},{"id":"360e9af0-9e63-43b0-887d-6bb9ccfb17a5","block_type":"box","text":"such collateral at any time to purchase Deposit Securities. See the","page_number":13,"box":{"x":59,"y":445,"width":460,"height":12}},{"id":"88978b47-7d44-44ad-85ca-860ebb3448c8","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":13,"box":{"x":524,"y":445,"width":300,"height":12}},{"id":"181aaa9a-dacd-4512-92fd-ee423e27e3fb","block_type":"box","text":"section of this","page_number":13,"box":{"x":829,"y":445,"width":98,"height":9}},{"id":"4ddf1c3c-8e13-46b1-aee3-69ee65f34cb3","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":13,"box":{"x":59,"y":460,"width":851,"height":12}},{"id":"f269b8de-6401-4d31-8e15-8d80e7ed4104","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":13,"box":{"x":59,"y":475,"width":836,"height":12}},{"id":"51e05074-3d73-4678-af85-6d2a416027f0","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":13,"box":{"x":60,"y":490,"width":873,"height":12}},{"id":"a48bb13e-3f72-454b-81b7-afe445cd08da","block_type":"box","text":"regulations applicable to management investment companies offering redeemable securities.","page_number":13,"box":{"x":60,"y":505,"width":651,"height":12}},{"id":"0523ac16-6b6a-4cdf-84b8-5323d472b1f2","block_type":"box","text":"Exchange Listing and Trading","page_number":13,"box":{"x":62,"y":536,"width":491,"height":29}},{"id":"de474ffb-a9c6-4479-8d1b-72b8b50e3f43","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":13,"box":{"x":59,"y":577,"width":802,"height":12}},{"id":"a54a6aa4-5c97-493a-b8cc-2d67b6709e87","block_type":"box","text":"Shareholder Information","page_number":13,"box":{"x":58,"y":592,"width":171,"height":11}},{"id":"30f2df0d-8e67-499c-a3b3-e7dc34273e2e","block_type":"box","text":"section of the Fund’s Prospectus. The discussion below supplements, and should be read in","page_number":13,"box":{"x":234,"y":592,"width":641,"height":12}},{"id":"4b503a47-8b87-41e2-9e05-db5f7cf6eafb","block_type":"box","text":"conjunction with, that section of the Prospectus.","page_number":13,"box":{"x":59,"y":607,"width":340,"height":12}},{"id":"e7f80c54-740c-4088-87c7-01d149f40e42","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":13,"box":{"x":59,"y":634,"width":833,"height":12}},{"id":"33cc8d5f-fdaa-475e-b3bf-b32240513b5a","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":13,"box":{"x":60,"y":649,"width":799,"height":12}},{"id":"14ffbd3e-b301-4132-a8c7-eb5f99b26fb9","block_type":"box","text":"requirements of the Listing Exchange necessary to maintain the listing of shares of any Fund will continue to be met. The","page_number":13,"box":{"x":60,"y":664,"width":847,"height":12}},{"id":"688a2c26-cdea-429e-aed3-df7a47705c81","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":13,"box":{"x":60,"y":679,"width":862,"height":12}},{"id":"def4f5c6-fee6-40c5-b8f1-c2d107042de6","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":13,"box":{"x":59,"y":694,"width":851,"height":12}},{"id":"b7718310-58c5-4e4e-82d8-c46061058ee0","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":13,"box":{"x":59,"y":709,"width":860,"height":12}},{"id":"212c2bb3-e8f1-43e6-8f14-7a0f9524f0d4","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":13,"box":{"x":59,"y":724,"width":849,"height":13}},{"id":"08f4d764-2f02-4042-b630-df96e10bb979","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":13,"box":{"x":59,"y":739,"width":811,"height":13}},{"id":"a21d066e-70ab-4c3f-9472-5954aebdf227","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":13,"box":{"x":60,"y":754,"width":874,"height":13}},{"id":"d6b29d41-f1e5-41d5-bb4d-8c6bc39bfaa5","block_type":"box","text":"the Fund.","page_number":13,"box":{"x":59,"y":770,"width":65,"height":9}},{"id":"c5cd938b-8cf7-4af2-80ef-9eb23d3fbe1b","block_type":"box","text":"As in the case of other publicly-traded securities, when you buy or sell shares of the Fund through a broker, you may incur a","page_number":13,"box":{"x":59,"y":796,"width":866,"height":12}},{"id":"990faee8-5e70-42f5-a8fe-6bebd71620e9","block_type":"box","text":"brokerage commission determined by that broker, as well as other charges.","page_number":13,"box":{"x":60,"y":811,"width":524,"height":13}},{"id":"d54ace02-16eb-4b35-99b6-c0c673c17eae","block_type":"box","text":"1","page_number":13,"box":{"x":496,"y":916,"width":4,"height":9}},{"id":"dbb4e530-9c6a-41da-826a-035aad3156a3","block_type":"box","text":"The Trust reserves the right to adjust the share price of the Fund in the future to maintain convenient trading ranges for","page_number":14,"box":{"x":59,"y":67,"width":837,"height":12}},{"id":"7bb76b3d-8e2f-41f0-87da-a35d47784c74","block_type":"box","text":"investors. Any adjustments would be accomplished through stock splits or reverse stock splits, which would have no effect","page_number":14,"box":{"x":60,"y":82,"width":859,"height":12}},{"id":"6d1aa51f-ed82-4e0b-a638-96c48e6e416a","block_type":"box","text":"on the net assets of the Fund or an investor’s equity interest in the Fund.","page_number":14,"box":{"x":59,"y":97,"width":506,"height":12}},{"id":"74991aae-988c-4fda-aea6-3b361241da98","block_type":"box","text":"Investment Strategies and Risks of the Fund","page_number":14,"box":{"x":62,"y":128,"width":734,"height":29}},{"id":"d433ba18-f623-45b5-95a7-c9ddeea8e146","block_type":"box","text":"Additional Information Regarding FLEX Options.","page_number":14,"box":{"x":59,"y":169,"width":348,"height":12}},{"id":"e307c17e-c806-4940-a4c0-debb967aad96","block_type":"box","text":"Certain investment strategies include investing in Flexible Exchange","page_number":14,"box":{"x":416,"y":169,"width":472,"height":12}},{"id":"9264e3c3-0e68-40b5-b07b-48143d08b21b","block_type":"box","text":"Options or “FLEX Options.” FLEX Options are customized option contracts that are listed on U.S. national securities","page_number":14,"box":{"x":59,"y":184,"width":805,"height":12}},{"id":"40f451e0-d1d3-4785-9949-fb25982e8ce4","block_type":"box","text":"exchanges and are guaranteed for settlement by the Options Clearing Corporation (“OCC”). FLEX Options provide investors","page_number":14,"box":{"x":59,"y":199,"width":865,"height":12}},{"id":"bcb0a82c-5418-459e-a436-c65c43893fd9","block_type":"box","text":"with the ability to customize assets referenced by the options, exercise prices, exercise styles (","page_number":14,"box":{"x":59,"y":214,"width":656,"height":12}},{"id":"8d44231e-193a-4a39-a52a-d3297c491b9e","block_type":"box","text":"i.e","page_number":14,"box":{"x":716,"y":215,"width":15,"height":9}},{"id":"1411294f-0350-4a1c-9987-037d8c516c62","block_type":"box","text":"., American-style, exercisable","page_number":14,"box":{"x":732,"y":214,"width":203,"height":12}},{"id":"5f151ff9-f36a-44e6-a0df-72340eb3716d","block_type":"box","text":"any time prior to the expiration date, or European-style, exercisable only on the option expiration date) and expiration dates,","page_number":14,"box":{"x":59,"y":229,"width":869,"height":12}},{"id":"e93374bd-afb4-4589-a5ec-5bf61652494e","block_type":"box","text":"while achieving price discovery in competitive, transparent auctions markets and avoiding the counterparty exposure of over","page_number":14,"box":{"x":59,"y":244,"width":878,"height":13}},{"id":"75658a46-aa78-4488-981f-57f0e1e86599","block_type":"box","text":"the-counter (“OTC”) options positions.","page_number":14,"box":{"x":59,"y":259,"width":272,"height":13}},{"id":"58002876-285e-4c0c-a9f7-f0eb553def4d","block_type":"box","text":"The OCC guarantees the performance by each of the counterparties to FLEX Options, reducing counterparty risk for clearing","page_number":14,"box":{"x":59,"y":286,"width":870,"height":12}},{"id":"ed0166f6-e52a-47b6-a8b8-b5636dd0bc8d","block_type":"box","text":"members and options traders. However, FLEX Options are still subject to counterparty risk with respect to the OCC. A Fund","page_number":14,"box":{"x":60,"y":301,"width":859,"height":12}},{"id":"2dc0d7bc-1c85-4583-b089-41aa72f63647","block_type":"box","text":"that holds FLEX Options bears the risk that the OCC will be unable or unwilling to perform its obligations under the FLEX","page_number":14,"box":{"x":59,"y":316,"width":844,"height":12}},{"id":"3a745c74-4238-45e2-8409-222e5242b05f","block_type":"box","text":"Options contracts due to bankruptcy or other adverse events.","page_number":14,"box":{"x":59,"y":331,"width":430,"height":13}},{"id":"ed85efdc-6efe-493d-8975-f34396edb388","block_type":"box","text":"Adjustments may be made to the FLEX Options for certain corporate action events specified in the OCC’s by-laws and rules.","page_number":14,"box":{"x":59,"y":358,"width":867,"height":12}},{"id":"ce41d8e9-e47f-492b-ab02-9e92fdbd20f0","block_type":"box","text":"These events include certain stock dividends or distributions, stock splits, reverse stock splits, rights offerings, distributions,","page_number":14,"box":{"x":59,"y":373,"width":864,"height":12}},{"id":"737291bb-8916-47d1-8685-61889411908f","block_type":"box","text":"reorganizations, recapitalizations, or reclassifications with respect to an underlying security, or a merger, consolidation,","page_number":14,"box":{"x":60,"y":388,"width":829,"height":12}},{"id":"c9480990-ea22-41df-8c38-f7aa4c0f5070","block_type":"box","text":"dissolution or liquidation of the issuer of the underlying security. The OCC’s Securities Committee determines the nature and","page_number":14,"box":{"x":59,"y":403,"width":874,"height":12}},{"id":"0c926b93-410c-4153-a291-c8be3a77bd0e","block_type":"box","text":"extent of any such adjustment in light of the circumstances known to it at the time such determination is made, based on its","page_number":14,"box":{"x":59,"y":418,"width":873,"height":12}},{"id":"f2b0ecee-d338-4e3a-b2a0-60232c60cac3","block_type":"box","text":"judgment as to what is appropriate for the protection of investors and the public interest. The Securities Committee takes","page_number":14,"box":{"x":58,"y":433,"width":851,"height":13}},{"id":"a6f2d7b9-c635-46f5-b821-774d2effe556","block_type":"box","text":"into account such factors as fairness to holders and writers (or purchasers and sellers) of the affected options, the","page_number":14,"box":{"x":60,"y":448,"width":798,"height":13}},{"id":"d63a684e-8485-4f6a-a892-f59df66d08e5","block_type":"box","text":"maintenance of a fair and orderly market in the affected options, consistency of interpretation and practice, efficiency of","page_number":14,"box":{"x":60,"y":463,"width":841,"height":13}},{"id":"0dafd622-f58b-4fac-8490-f9285600ead0","block_type":"box","text":"exercise settlement procedures, and the coordination with other clearing agencies of the clearance and settlement of","page_number":14,"box":{"x":59,"y":479,"width":821,"height":12}},{"id":"1bd69494-2cbf-4e40-bf89-83a2bd4eb986","block_type":"box","text":"transactions in the underlying interest.","page_number":14,"box":{"x":59,"y":494,"width":269,"height":12}},{"id":"6d023754-29eb-4ad9-be1a-ec954bb8214c","block_type":"box","text":"Generally, the value of an option will reflect, among other things, the time remaining until expiration, the relationship of the","page_number":14,"box":{"x":59,"y":520,"width":862,"height":12}},{"id":"7d1fb284-08d7-42c9-8627-73172340f30d","block_type":"box","text":"exercise price to the market price of the asset on which the option is written (or the reference asset), and general market","page_number":14,"box":{"x":59,"y":535,"width":845,"height":13}},{"id":"dc3ed687-ba6c-4085-a1b8-529d2445171e","block_type":"box","text":"conditions. Options that expire unexercised have no value.","page_number":14,"box":{"x":59,"y":550,"width":408,"height":13}},{"id":"90e02a15-6676-4f49-aa57-68e35c375f9a","block_type":"box","text":"Each U.S. options exchange has established limits on the number of call or put options on the same asset that may be","page_number":14,"box":{"x":60,"y":577,"width":824,"height":12}},{"id":"798eb019-7a07-44b3-90d0-af81b3d79f58","block_type":"box","text":"bought or written by a single investor, whether acting alone or in concert with others (regardless of whether such options are","page_number":14,"box":{"x":60,"y":592,"width":876,"height":12}},{"id":"40901e3c-93c6-4999-925c-51aac812fd44","block_type":"box","text":"written on the same or different exchanges or are held or written on one or more accounts or through one or more brokers).","page_number":14,"box":{"x":59,"y":607,"width":870,"height":12}},{"id":"ebb76629-3554-4b63-b384-0cc08db64a92","block_type":"box","text":"The options positions held by all investment companies advised by BFA are combined for purposes of these limits. Pursuant","page_number":14,"box":{"x":59,"y":622,"width":866,"height":13}},{"id":"8178c9cb-4cd0-4952-9274-43ea9a06ac2a","block_type":"box","text":"to these limitations, an exchange may order the liquidation of positions and may impose other sanctions or restrictions.","page_number":14,"box":{"x":59,"y":637,"width":837,"height":13}},{"id":"a0ee0322-6f17-460c-918d-dd54f2f155a1","block_type":"box","text":"These position limits may restrict the number of listed options that a Fund may buy or sell.","page_number":14,"box":{"x":59,"y":652,"width":633,"height":13}},{"id":"4f9720db-78ff-4923-9996-c519f946dd9d","block_type":"box","text":"Although a Fund will generally utilize FLEX Options that are physically settled, a Fund may also utilize FLEX Options that are","page_number":14,"box":{"x":59,"y":679,"width":863,"height":12}},{"id":"7ebd0557-1bae-4caf-8460-67b5f341215d","block_type":"box","text":"cash-settled. Cash-settled options give the holder the right to receive an amount (or owe an amount) of cash upon the","page_number":14,"box":{"x":59,"y":694,"width":832,"height":12}},{"id":"73b2f0a0-7c72-4a19-acef-ec31055f8b86","block_type":"box","text":"exercise of the option. The gain or loss depends on changes in the value of the reference asset relative to the option’s strike","page_number":14,"box":{"x":59,"y":709,"width":862,"height":12}},{"id":"b4d3d183-ef56-41d7-b94b-ee526345ef12","block_type":"box","text":"price. The amount of cash is equal to the difference between the closing price of the reference asset and the exercise price of","page_number":14,"box":{"x":59,"y":724,"width":875,"height":13}},{"id":"a9e72ebd-e124-4efa-a706-cb976488bca3","block_type":"box","text":"the option contract times a specified multiple (“multiplier”), which determines the total value for each point of such","page_number":14,"box":{"x":59,"y":739,"width":810,"height":13}},{"id":"af2b498f-f6cd-42ee-b811-264d807f8451","block_type":"box","text":"difference.","page_number":14,"box":{"x":59,"y":754,"width":72,"height":10}},{"id":"1d448c62-b366-41e1-9ec5-fd4a7a205380","block_type":"box","text":"If a Fund has purchased an option and exercises it before the closing value for that day is available, it runs the risk that the","page_number":14,"box":{"x":60,"y":781,"width":852,"height":12}},{"id":"2974d2d6-b5a9-4567-be97-f8b4c7ffbaa8","block_type":"box","text":"value of the reference asset may subsequently change. If such a change causes the exercised option to fall out of the money,","page_number":14,"box":{"x":59,"y":796,"width":871,"height":12}},{"id":"4667a4d6-c461-46d7-a5ea-682d823d43b1","block_type":"box","text":"the Fund will be required to pay the difference between the closing reference asset value and the exercise price of the option","page_number":14,"box":{"x":59,"y":811,"width":868,"height":13}},{"id":"c92d605d-6f10-4726-8c01-4c5a01397858","block_type":"box","text":"(times the applicable multiplier) to the assigned writer.","page_number":14,"box":{"x":60,"y":826,"width":381,"height":13}},{"id":"675bfa9f-ffe5-41ed-b960-9d0663a6449d","block_type":"box","text":"Borrowing.","page_number":14,"box":{"x":60,"y":853,"width":78,"height":12}},{"id":"797d4d7d-f8ad-4d40-982f-ef2c52c9d97b","block_type":"box","text":"The Fund may borrow for temporary or emergency purposes, including to meet payments due from","page_number":14,"box":{"x":146,"y":853,"width":700,"height":12}},{"id":"383f5fd2-850f-4ffe-8d74-22a97413b98b","block_type":"box","text":"redemptions or to facilitate the settlement of securities or other transactions.","page_number":14,"box":{"x":60,"y":868,"width":538,"height":12}},{"id":"f51feef7-60f2-4280-a5e3-7c1eb0884c4a","block_type":"box","text":"2","page_number":14,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"af96d566-ab82-421b-a787-ead4bd4d61c2","block_type":"box","text":"The purchase of securities while borrowings are outstanding may have the effect of leveraging the Fund. The incurrence of","page_number":15,"box":{"x":59,"y":67,"width":860,"height":12}},{"id":"3c4e5c5d-3a3b-4a55-8643-1efc91d5aed8","block_type":"box","text":"leverage increases the Fund’s exposure to risk, and borrowed funds are subject to interest costs that will reduce net income.","page_number":15,"box":{"x":60,"y":82,"width":866,"height":12}},{"id":"0ca8752e-277e-4c57-9cb7-bba4012624c9","block_type":"box","text":"Purchasing securities while borrowings are outstanding creates special risks, such as the potential for greater volatility in the","page_number":15,"box":{"x":60,"y":97,"width":870,"height":12}},{"id":"c2b370ec-1b90-4a4a-bc20-1f60c7e14f33","block_type":"box","text":"NAV of Fund shares and in the yield on the Fund’s portfolio. In addition, the interest expenses from borrowings may exceed","page_number":15,"box":{"x":60,"y":112,"width":861,"height":12}},{"id":"49816ba9-ca9f-44d8-90a6-3279b7542077","block_type":"box","text":"the income generated by the Fund’s portfolio and, therefore, the amount available (if any) for distribution to shareholders as","page_number":15,"box":{"x":59,"y":127,"width":868,"height":12}},{"id":"b2922f94-5ecb-4e40-88ce-c8b6149fdc14","block_type":"box","text":"dividends may be reduced. BFA may determine to maintain outstanding borrowings if it expects that the benefits to the","page_number":15,"box":{"x":59,"y":142,"width":836,"height":13}},{"id":"862843bc-f947-49d6-a6ae-22529a119102","block_type":"box","text":"Fund’s shareholders will outweigh the current reduced return.","page_number":15,"box":{"x":60,"y":157,"width":432,"height":13}},{"id":"5323a8cf-6e35-44e0-855f-e151a8063aab","block_type":"box","text":"Certain types of borrowings by the Fund must be made from a bank or may result in the Fund being subject to covenants in","page_number":15,"box":{"x":59,"y":184,"width":864,"height":12}},{"id":"4e486c97-73ed-4995-922d-a88c75caa1e6","block_type":"box","text":"credit agreements relating to asset coverage, portfolio composition requirements and other matters. It is not anticipated that","page_number":15,"box":{"x":59,"y":199,"width":874,"height":12}},{"id":"94c9d8a9-8808-4400-a237-43a2333e17f9","block_type":"box","text":"observance of such covenants would impede BFA’s management of the Fund’s portfolio in accordance with the Fund’s","page_number":15,"box":{"x":59,"y":214,"width":830,"height":12}},{"id":"ad310b65-ca0d-4b8c-b7db-2da6854627bd","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":15,"box":{"x":60,"y":229,"width":867,"height":12}},{"id":"1e4769a0-854b-492d-a07c-5cb7fe4c79f1","block_type":"box","text":"result in acceleration of outstanding indebtedness and require the Fund to dispose of portfolio investments at a time when it","page_number":15,"box":{"x":60,"y":244,"width":871,"height":13}},{"id":"17ed6ba5-ee27-4fbe-a0bc-d3ee2203ade9","block_type":"box","text":"may be disadvantageous to do so.","page_number":15,"box":{"x":60,"y":259,"width":237,"height":13}},{"id":"aa834b4e-2bc6-44d4-bb27-f17ffa32977e","block_type":"box","text":"Diversification Status.","page_number":15,"box":{"x":60,"y":286,"width":155,"height":10}},{"id":"1cf5bce8-bac6-420b-99a4-e668503dc538","block_type":"box","text":"The Fund is classified as “non-diversified.” A non-diversified fund is a fund that is not limited by the","page_number":15,"box":{"x":224,"y":286,"width":696,"height":12}},{"id":"20e94531-5d08-4110-bd83-15619c469c54","block_type":"box","text":"1940 Act with regard to the percentage of its assets that may be invested in the securities of a single issuer. The securities of","page_number":15,"box":{"x":61,"y":301,"width":870,"height":12}},{"id":"fc8003e3-3518-4597-8818-20df9d03f61d","block_type":"box","text":"a particular issuer (or securities of issuers in particular industries) may constitute a significant percentage of a fund’s","page_number":15,"box":{"x":59,"y":316,"width":817,"height":12}},{"id":"81cf7715-d0ed-40ab-b421-e4e089a5fd8d","block_type":"box","text":"investment portfolio. This may adversely affect the fund’s performance or subject the fund’s shares to greater price volatility","page_number":15,"box":{"x":60,"y":331,"width":867,"height":13}},{"id":"fc1026a8-088f-4ba8-80b4-2ac4c8c4cffa","block_type":"box","text":"than that experienced by more diversified investment companies.","page_number":15,"box":{"x":59,"y":346,"width":457,"height":13}},{"id":"ab7796c1-0688-42ee-ab7c-76e93d342d6d","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":15,"box":{"x":59,"y":373,"width":859,"height":12}},{"id":"ec217e83-7f4d-49c4-9212-c929d8e2637c","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":15,"box":{"x":60,"y":388,"width":851,"height":12}},{"id":"05f95c5d-eaa1-48c5-9a79-b53da583d24b","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":15,"box":{"x":60,"y":403,"width":807,"height":12}},{"id":"cae87f88-bddb-4850-a95e-cdd06eadf010","block_type":"box","text":"distributed to shareholders, provided that the Fund satisfies a minimum distribution requirement. Compliance with the","page_number":15,"box":{"x":59,"y":418,"width":831,"height":12}},{"id":"4ac9812d-d9d7-4c58-8121-400490d42d72","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":15,"box":{"x":59,"y":433,"width":853,"height":13}},{"id":"1cb6a35b-c482-4b20-838e-1a96a0b09f0d","block_type":"box","text":"less likely that the Fund will meet its investment objective.","page_number":15,"box":{"x":60,"y":448,"width":404,"height":13}},{"id":"484f369a-0ee0-4491-a5bd-fbc285e56fc7","block_type":"box","text":"Equity Securities.","page_number":15,"box":{"x":60,"y":475,"width":122,"height":12}},{"id":"d94d19a8-eacd-4089-9b04-e226a8bbcb5a","block_type":"box","text":"Equity securities generally have greater price volatility than fixed-income securities. The market price of","page_number":15,"box":{"x":192,"y":475,"width":723,"height":12}},{"id":"06e4cb34-43b5-4f7a-b17f-8f08b9f8392b","block_type":"box","text":"equity securities may go up or down, sometimes rapidly or unpredictably. Equity securities may decline in value due to","page_number":15,"box":{"x":59,"y":490,"width":827,"height":12}},{"id":"b1fcb7d8-d787-4ea4-afd2-d0c4b21b20c4","block_type":"box","text":"factors affecting equity securities markets generally; particular industries, sectors or geographic regions represented in those","page_number":15,"box":{"x":59,"y":505,"width":872,"height":12}},{"id":"c34d4745-f032-4392-80d4-6b0c8baf6139","block_type":"box","text":"markets; or individual issuers. The types of developments that may affect an issuer of an equity security include management","page_number":15,"box":{"x":60,"y":520,"width":878,"height":12}},{"id":"25fd6bfb-af8e-4fb2-9b8d-59f86fa60fba","block_type":"box","text":"performance, financial leverage and reduced demand for the issuer’s goods or services. Common and preferred stock","page_number":15,"box":{"x":59,"y":535,"width":822,"height":13}},{"id":"3319b146-13cd-4d2b-8d13-daef9c983c68","block_type":"box","text":"represent equity or ownership interests in an issuer. Preferred stock, however, pays dividends at a specified rate and has","page_number":15,"box":{"x":60,"y":550,"width":834,"height":13}},{"id":"a0d2d10a-91bf-4fa1-a622-757c25b5add9","block_type":"box","text":"precedence over common stock in the payment of dividends. In the event an issuer is liquidated or declares bankruptcy, the","page_number":15,"box":{"x":59,"y":566,"width":865,"height":12}},{"id":"68f36082-cfbc-48e5-8886-a62520742f28","block_type":"box","text":"claims of owners of bonds and preferred stock take precedence over the claims of those who own common stock.","page_number":15,"box":{"x":59,"y":581,"width":799,"height":12}},{"id":"db297529-3006-40f7-a150-0df3827144fb","block_type":"box","text":"Futures, Options on Futures and Securities Options.","page_number":15,"box":{"x":60,"y":607,"width":371,"height":12}},{"id":"89ce304f-f40c-47d6-8c4f-c7863cf4cb1c","block_type":"box","text":"Futures contracts, options on futures and securities options may be","page_number":15,"box":{"x":441,"y":607,"width":472,"height":12}},{"id":"c8a421a2-e2f5-4af5-97ba-cff805c090da","block_type":"box","text":"used by the Fund and the Underlying Fund to access its investable universe, simulate investments that would otherwise be","page_number":15,"box":{"x":60,"y":622,"width":856,"height":13}},{"id":"c4352c95-1aca-41a4-83a3-47aa0ef00f8b","block_type":"box","text":"eligible, facilitate trading or to reduce transaction costs. The Fund or the Underlying Fund may enter into futures contracts","page_number":15,"box":{"x":59,"y":637,"width":856,"height":13}},{"id":"59063908-58df-44e5-aca5-91119b33b764","block_type":"box","text":"and options on futures that are traded on a U.S. or non-U.S. futures exchange. The Fund or the Underlying Fund will not use","page_number":15,"box":{"x":59,"y":652,"width":867,"height":13}},{"id":"587e27db-4f2d-4f39-b5de-0649bc5dcec1","block_type":"box","text":"futures, options on futures or securities options for speculative purposes. The Fund and the Underlying Fund intend to use","page_number":15,"box":{"x":59,"y":668,"width":857,"height":12}},{"id":"ab7a64bd-ae8d-4591-8234-5b8ae653957b","block_type":"box","text":"futures and options on futures in accordance with Rule 4.5 of the Commodity Futures Trading Commission (the “CFTC”)","page_number":15,"box":{"x":59,"y":683,"width":845,"height":12}},{"id":"e90eb5e2-00a1-4c24-a7c8-9582abbda445","block_type":"box","text":"promulgated under the Commodity Exchange Act (“CEA”). BFA, with respect to the Underlying Fund, has claimed an","page_number":15,"box":{"x":59,"y":698,"width":816,"height":12}},{"id":"a1544a2e-21c3-4b79-b3e6-fb2d4f89c496","block_type":"box","text":"exclusion from the definition of the term “commodity pool operator” in accordance with Rule 4.5 so that BFA, with respect to","page_number":15,"box":{"x":59,"y":713,"width":876,"height":12}},{"id":"d7db54ee-2da6-4337-84e5-332252999103","block_type":"box","text":"such Fund or the Underlying Fund, is not subject to registration or regulation as a commodity pool operator under the CEA.","page_number":15,"box":{"x":59,"y":728,"width":863,"height":12}},{"id":"c1d581a5-7708-4cd1-bb9a-58f065332267","block_type":"box","text":"See the","page_number":15,"box":{"x":59,"y":743,"width":51,"height":10}},{"id":"15c22712-0cda-4b20-994a-c834dd960b21","block_type":"box","text":"Regulation Regarding Derivatives","page_number":15,"box":{"x":115,"y":743,"width":230,"height":12}},{"id":"25e25bf4-c3da-48b0-b944-b67c3eb36a18","block_type":"box","text":"section of this SAI for more information.","page_number":15,"box":{"x":350,"y":743,"width":280,"height":10}},{"id":"109a4020-cb66-4fb5-a862-2e6b5de7c297","block_type":"box","text":"Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a specific","page_number":15,"box":{"x":60,"y":770,"width":861,"height":12}},{"id":"684bf7ab-f7a8-4f98-97eb-a0ac6a3f99a4","block_type":"box","text":"instrument or index at a specified future time and at a specified price. Stock index contracts are based on investments that","page_number":15,"box":{"x":60,"y":785,"width":857,"height":12}},{"id":"bb1d107f-05fb-4259-ad86-373779899372","block_type":"box","text":"reflect the market value of common stock of the firms included in the investments. The Fund or the Underlying Fund may","page_number":15,"box":{"x":60,"y":800,"width":850,"height":12}},{"id":"dd6eb6f8-742b-4dd0-bab4-5896a6742d65","block_type":"box","text":"enter into futures contracts to purchase securities indexes when BFA anticipates purchasing the underlying securities and","page_number":15,"box":{"x":59,"y":815,"width":851,"height":12}},{"id":"7f28d687-9f67-40a2-94f9-8719d87925c7","block_type":"box","text":"believes prices will rise before the purchase will be made. Upon entering into a futures contract, the Fund or the Underlying","page_number":15,"box":{"x":60,"y":830,"width":860,"height":12}},{"id":"12d9ef57-641e-427d-91d8-0df1592fade3","block_type":"box","text":"Fund will be required to deposit with the broker an amount of cash or cash equivalents known as “initial margin,” which is","page_number":15,"box":{"x":60,"y":845,"width":854,"height":13}},{"id":"d4538913-9a93-4536-a653-2b2bf6cd2a94","block_type":"box","text":"similar to a performance bond or good faith deposit on the contract and is returned to the Fund or the Underlying Fund upon","page_number":15,"box":{"x":59,"y":860,"width":877,"height":13}},{"id":"e71c90af-7e8b-4b21-9df8-3bfcc8fab8cd","block_type":"box","text":"termination of the futures contract if all contractual obligations have been satisfied. Subsequent payments, known as","page_number":15,"box":{"x":59,"y":875,"width":820,"height":13}},{"id":"a47b0ac4-c6a2-4500-9875-e79b8a751112","block_type":"box","text":"3","page_number":15,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"2e0c0162-2e60-434a-b7a9-2ee417fb3c3d","block_type":"box","text":"“variation margin,” will be made to and from the broker daily as the price of the instrument or index underlying the futures","page_number":16,"box":{"x":59,"y":67,"width":858,"height":12}},{"id":"3ecd946d-f385-4a3e-baba-e12ea82fab53","block_type":"box","text":"contract fluctuates, making the long and short positions in the futures contract more or less valuable, a process known as","page_number":16,"box":{"x":59,"y":82,"width":853,"height":12}},{"id":"14a304df-8fa0-46e5-9c03-1d8fa0c971ac","block_type":"box","text":"“marking-to-market.” At any time prior to the expiration of a futures contract, the Fund or the Underlying Fund may elect to","page_number":16,"box":{"x":59,"y":97,"width":869,"height":12}},{"id":"29b5dc44-35f4-44bd-b5bb-cfdccb6194b3","block_type":"box","text":"close the position by taking an opposite position, which will operate to terminate the Fund’s or the Underlying Fund’s","page_number":16,"box":{"x":59,"y":112,"width":821,"height":12}},{"id":"dc6cd4f6-bb15-4a46-a83e-de450165ac0c","block_type":"box","text":"existing position in the contract. An option on a futures contract, as contrasted with a direct investment in such a contract,","page_number":16,"box":{"x":59,"y":127,"width":860,"height":12}},{"id":"42988f4f-bd9c-40ae-bd99-501373329fe9","block_type":"box","text":"gives the purchaser the right, but no obligation, in return for the premium paid, to assume a position in the underlying","page_number":16,"box":{"x":59,"y":142,"width":826,"height":13}},{"id":"f003f867-471f-4373-aefe-0160149810de","block_type":"box","text":"futures contract at a specified exercise price at any time prior to the expiration date of the option. Upon exercise of an option,","page_number":16,"box":{"x":59,"y":157,"width":877,"height":13}},{"id":"2b265334-bf00-478f-9d70-1cbb28318a6e","block_type":"box","text":"the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by delivery of","page_number":16,"box":{"x":59,"y":172,"width":863,"height":13}},{"id":"34480e99-9f88-4b5a-bcb3-1aeb1df84b09","block_type":"box","text":"the accumulated balance in the writer’s futures margin account that represents the amount by which the market price of the","page_number":16,"box":{"x":59,"y":188,"width":874,"height":12}},{"id":"f43285a7-b4b4-4eb8-9ca0-f1fc29123026","block_type":"box","text":"futures contract exceeds (in the case of a call) or is less than (in the case of a put) the exercise price of the option on the","page_number":16,"box":{"x":59,"y":203,"width":842,"height":12}},{"id":"9cd72ae2-2325-4561-9310-d2ea23d3980b","block_type":"box","text":"futures contract.","page_number":16,"box":{"x":59,"y":218,"width":115,"height":10}},{"id":"0aa0c924-4c1d-4665-a762-9cb5de8529a8","block_type":"box","text":"The potential for loss related to the purchase of an option on a futures contract is limited to the premium paid for the option","page_number":16,"box":{"x":59,"y":244,"width":870,"height":13}},{"id":"9bc83dde-263d-4138-b317-90d060eeb107","block_type":"box","text":"plus transaction costs. Because the value of the option is fixed at the point of sale, there are no daily cash payments by the","page_number":16,"box":{"x":59,"y":259,"width":856,"height":13}},{"id":"94cd2743-ece5-41f4-b5ce-04dd3f4f4621","block_type":"box","text":"purchaser to reflect changes in the value of the underlying contract; however, the value of the option changes daily and that","page_number":16,"box":{"x":59,"y":274,"width":868,"height":13}},{"id":"31b4e1fe-db9e-4f30-8bd2-b2360c11f365","block_type":"box","text":"change would be reflected in the NAV of the Fund or the Underlying Fund. The potential for loss related to writing call","page_number":16,"box":{"x":59,"y":290,"width":823,"height":12}},{"id":"2648732c-c1b5-45c8-ada5-663e59813e9f","block_type":"box","text":"options is unlimited. The potential for loss related to writing put options is limited to the agreed-upon price per share, also","page_number":16,"box":{"x":59,"y":305,"width":856,"height":12}},{"id":"e9e1fd3c-0535-4bbf-b616-8d477276e2fe","block_type":"box","text":"known as the “strike price,” less the premium received from writing the put. The Fund or the Underlying Fund may purchase","page_number":16,"box":{"x":60,"y":320,"width":869,"height":12}},{"id":"26deb1fd-94c4-4bc6-87c5-cdd1cca37874","block_type":"box","text":"and write put and call options on futures contracts that are traded on an exchange as a hedge against changes in value of","page_number":16,"box":{"x":59,"y":335,"width":855,"height":12}},{"id":"bc3bfdef-00fc-49e4-b008-10f62bd7f043","block_type":"box","text":"their portfolio securities or in anticipation of the purchase of securities, and may enter into closing transactions with respect","page_number":16,"box":{"x":59,"y":350,"width":869,"height":12}},{"id":"02fd1d9c-2286-4bb0-93a3-c762cb9757da","block_type":"box","text":"to such options to terminate existing positions. There is no guarantee that such closing transactions can be effected.","page_number":16,"box":{"x":59,"y":365,"width":817,"height":13}},{"id":"553cae64-b14b-4297-9435-9c2f29d29c9f","block_type":"box","text":"Securities options may be used by the Fund to obtain access to or dispose of securities that are otherwise eligible","page_number":16,"box":{"x":59,"y":392,"width":792,"height":12}},{"id":"9b777361-9d4c-414f-b8f6-1b4dbba1d85a","block_type":"box","text":"investments at favorable prices, to invest cash in a securities index that offers similar exposure to that being sought by the","page_number":16,"box":{"x":60,"y":407,"width":852,"height":12}},{"id":"80eaf36d-6d15-4ced-abd4-b84b663cafb9","block_type":"box","text":"Fund or otherwise to achieve the Fund’s objective. A call option gives a holder the right to purchase a specific security at a","page_number":16,"box":{"x":60,"y":422,"width":854,"height":12}},{"id":"f9231c63-3b4e-4b83-84ce-65749b95cbef","block_type":"box","text":"specified price (“exercise price”) within a specified period of time. A put option gives a holder the right to sell a specific","page_number":16,"box":{"x":59,"y":437,"width":830,"height":12}},{"id":"e84dffee-98dd-4061-8ae1-07b54f3738a2","block_type":"box","text":"security at an exercise price within a specified period of time. The initial purchaser of a call option pays the “writer” a","page_number":16,"box":{"x":59,"y":452,"width":817,"height":12}},{"id":"b3142a94-6c0c-4497-bc11-38a175d362ee","block_type":"box","text":"premium, which is paid at the time of purchase and is retained by the writer whether or not such option is exercised. The","page_number":16,"box":{"x":59,"y":467,"width":846,"height":13}},{"id":"82704d2d-44db-4625-8121-fcb7ad6c93a2","block_type":"box","text":"Fund or the Underlying Fund may purchase put options to hedge its portfolio against the risk of a decline in the market value","page_number":16,"box":{"x":60,"y":482,"width":873,"height":13}},{"id":"8b151a7e-0ccb-4105-8177-1c8dbacf579d","block_type":"box","text":"of securities held and may purchase call options to hedge against an increase in the price of securities it is committed to","page_number":16,"box":{"x":59,"y":497,"width":841,"height":13}},{"id":"51ba6997-f326-43fa-964c-74010a60a0b4","block_type":"box","text":"purchase. The Fund or the Underlying Fund may write put and call options along with a long position in options to increase","page_number":16,"box":{"x":59,"y":513,"width":864,"height":12}},{"id":"ee7395a0-3afa-4e9c-8376-830a5ab68f8e","block_type":"box","text":"its ability to hedge against a change in the market value of the securities it holds or is committed to purchase. The Fund or","page_number":16,"box":{"x":60,"y":528,"width":857,"height":12}},{"id":"6bcf7486-0199-4212-b191-037260497cff","block_type":"box","text":"the Underlying Fund may purchase or sell securities options on a U.S. or non-U.S. securities exchange or in the OTC market","page_number":16,"box":{"x":59,"y":543,"width":862,"height":12}},{"id":"fc136aa9-2cdd-4b2d-871d-79d772d46c83","block_type":"box","text":"through a transaction with a dealer. Options on a securities index are typically settled on a net basis based on the","page_number":16,"box":{"x":59,"y":558,"width":791,"height":12}},{"id":"a2602616-73a3-4f3c-b305-8e8fdd1fc992","block_type":"box","text":"appreciation or depreciation of the index level over the strike price. Options on single name securities may be cash- or","page_number":16,"box":{"x":59,"y":573,"width":825,"height":12}},{"id":"f30f1dae-7d7d-4aa2-a494-a29f36eaff21","block_type":"box","text":"physically-settled, depending upon the market in which they are traded. Options may be structured so as to be exercisable","page_number":16,"box":{"x":59,"y":588,"width":857,"height":13}},{"id":"286eb4f0-3b87-4034-9ff3-d91141f7ccbf","block_type":"box","text":"only on certain dates or on a daily basis. Options may also be structured to have conditions to exercise (","page_number":16,"box":{"x":59,"y":603,"width":727,"height":13}},{"id":"b965ef2a-c118-47b8-a48f-e78fdce55fcc","block_type":"box","text":"i.e.","page_number":16,"box":{"x":787,"y":604,"width":17,"height":9}},{"id":"82f2835f-b7de-453b-94ab-eb45e7f7bbd3","block_type":"box","text":", “Knock-in","page_number":16,"box":{"x":807,"y":603,"width":76,"height":12}},{"id":"021b14c4-d10d-45b0-9d42-cc10684b0b4a","block_type":"box","text":"Events”) or conditions that trigger termination (","page_number":16,"box":{"x":60,"y":618,"width":334,"height":13}},{"id":"858d28e1-1828-464c-bebf-5ddc4409b0f0","block_type":"box","text":"i.e.","page_number":16,"box":{"x":395,"y":619,"width":17,"height":9}},{"id":"13aa6bdd-714f-4c2b-8285-aecfe88b255f","block_type":"box","text":", “Knock-out Events”).","page_number":16,"box":{"x":415,"y":618,"width":153,"height":13}},{"id":"807c1296-8c4e-4f24-b8dd-18828de508ce","block_type":"box","text":"Investments in Underlying Fund.","page_number":16,"box":{"x":60,"y":645,"width":232,"height":12}},{"id":"4808bf98-0214-4e1c-9ae1-60461628e744","block_type":"box","text":"The Underlying Fund is a type of investment company referred to as an exchange-traded","page_number":16,"box":{"x":301,"y":645,"width":620,"height":12}},{"id":"a86081d0-8aad-439c-9bf9-1e8b2c6978a7","block_type":"box","text":"fund (“ETF”). The Underlying Fund is designed to track a particular index and is advised by BFA. Shares of the Underlying","page_number":16,"box":{"x":59,"y":660,"width":845,"height":12}},{"id":"77c8d51e-8776-4899-ad59-5e74e0e167e8","block_type":"box","text":"Fund are listed for trading on national securities exchanges and trade throughout the day on those exchanges and other","page_number":16,"box":{"x":60,"y":675,"width":842,"height":12}},{"id":"9da52942-23fa-49f5-9c07-b31ab10432d5","block_type":"box","text":"secondary markets. There can be no assurance that the requirements of the national securities exchanges necessary to","page_number":16,"box":{"x":59,"y":690,"width":834,"height":13}},{"id":"0cea4cc0-93ec-4a7e-afec-d3522420ff3d","block_type":"box","text":"maintain the listing of shares of the Underlying Fund will continue to be met. A national securities exchange may, but is not","page_number":16,"box":{"x":60,"y":705,"width":862,"height":13}},{"id":"8b5e7697-725d-4107-8e3c-320a42dd5fa0","block_type":"box","text":"required to, remove the shares of the Underlying Fund from listing if, among other things: (i) following the initial 12-month","page_number":16,"box":{"x":60,"y":720,"width":856,"height":13}},{"id":"0ebf5986-6aa3-4bae-bb94-b65eb8b59798","block_type":"box","text":"period beginning upon the commencement of trading of an Underlying Fund, there are fewer than 50 record and/or","page_number":16,"box":{"x":59,"y":736,"width":815,"height":12}},{"id":"0bbe96d5-ccc4-4270-9269-d1f3b8888cb5","block_type":"box","text":"beneficial holders of the shares for 30 or more consecutive trading days, (ii) the value of an Underlying Fund’s underlying","page_number":16,"box":{"x":60,"y":751,"width":845,"height":12}},{"id":"4ea617a6-dc29-46e6-9d69-3b6378634e68","block_type":"box","text":"index is no longer calculated or available, or (iii) any other event shall occur or condition exist that, in the opinion of the","page_number":16,"box":{"x":60,"y":766,"width":834,"height":12}},{"id":"3226d201-862b-4116-af9d-20376b2a11ea","block_type":"box","text":"national securities exchange, makes further dealings on the national securities exchange inadvisable. A national securities","page_number":16,"box":{"x":60,"y":781,"width":852,"height":12}},{"id":"1483981a-2534-4bdf-a961-2272fd122999","block_type":"box","text":"exchange will remove the shares of an Underlying Fund from listing and trading upon termination of such Underlying Fund.","page_number":16,"box":{"x":59,"y":796,"width":865,"height":12}},{"id":"e43105ae-d5c2-4a6c-ba82-997ae9633e5d","block_type":"box","text":"Shares of the Underlying Fund trade on exchanges at prices at, above or below their most recent NAV. The per share NAV of","page_number":16,"box":{"x":59,"y":811,"width":867,"height":13}},{"id":"959f249d-e7a8-4562-b25e-1b7f94fbb4b3","block_type":"box","text":"the Underlying Fund is calculated at the end of each business day and fluctuates with changes in the market value of such","page_number":16,"box":{"x":59,"y":826,"width":856,"height":13}},{"id":"ad8bb482-1f7d-4799-a130-c12ab1677a88","block_type":"box","text":"Underlying Fund’s holdings since the most recent calculation. The trading prices of the Underlying Fund’s shares fluctuate","page_number":16,"box":{"x":60,"y":841,"width":855,"height":13}},{"id":"aa8124a9-d990-4c7c-b417-9c767793fc54","block_type":"box","text":"continuously throughout trading hours based on market supply and demand rather than NAV. The trading prices of the","page_number":16,"box":{"x":59,"y":857,"width":835,"height":12}},{"id":"66611e38-55bd-44d8-821f-26544132eb68","block_type":"box","text":"Underlying Fund’s shares may deviate significantly from NAV during periods of market volatility. Any of these factors may","page_number":16,"box":{"x":60,"y":872,"width":849,"height":12}},{"id":"cf538bda-b2c1-4c33-a2de-262214f23274","block_type":"box","text":"lead to the Underlying Fund’s shares trading at a premium or discount to NAV. Exchange prices are not expected to correlate","page_number":16,"box":{"x":60,"y":887,"width":871,"height":12}},{"id":"bb648301-0879-4a27-9be6-b4648174edf2","block_type":"box","text":"4","page_number":16,"box":{"x":495,"y":916,"width":8,"height":9}},{"id":"7f098ac8-828b-4872-a005-54a062535e15","block_type":"box","text":"exactly with the Underlying Fund’s NAV due to timing reasons as well as market supply and demand factors. In addition,","page_number":17,"box":{"x":59,"y":67,"width":842,"height":12}},{"id":"ac9a0877-df8b-4a28-ac13-6b82b40df979","block_type":"box","text":"disruptions to the Underlying Fund’s creations and redemptions or the existence of extreme market volatility may result in","page_number":17,"box":{"x":59,"y":82,"width":854,"height":12}},{"id":"bd5e20da-294d-4d92-b2a1-12ea7dc48154","block_type":"box","text":"trading prices of Underlying Fund shares that differ significantly from NAV. If the Fund purchases shares of the Underlying","page_number":17,"box":{"x":59,"y":97,"width":851,"height":12}},{"id":"360f5edd-2156-46d2-9d8a-45252b92223c","block_type":"box","text":"Fund at a time when the market price of the Underlying Fund’s shares are at a premium to the NAV or sells at a time when","page_number":17,"box":{"x":60,"y":112,"width":854,"height":12}},{"id":"da449842-7a55-47ea-aa89-7f7a0645911c","block_type":"box","text":"the market price of the Underlying Fund is at a discount to the NAV, then the Fund may sustain losses.","page_number":17,"box":{"x":59,"y":127,"width":714,"height":12}},{"id":"94fe79e1-b9ac-4db1-9fcc-16886873ac4f","block_type":"box","text":"As in the case of other publicly-traded securities, brokers’ commissions on buying or selling shares of the Underlying Fund","page_number":17,"box":{"x":59,"y":154,"width":857,"height":12}},{"id":"b46a5a5d-c4bb-4957-b6d1-f049a548ea37","block_type":"box","text":"will be based on negotiated commission rates at customary levels. An investment in an ETF generally presents the same","page_number":17,"box":{"x":59,"y":169,"width":839,"height":12}},{"id":"d60e7621-1add-4dc1-9413-8d687b1e2268","block_type":"box","text":"primary risks as an investment in an open-end investment company that is not exchange-traded and that has the same","page_number":17,"box":{"x":59,"y":184,"width":835,"height":12}},{"id":"7005661e-d519-423a-8d9f-5d82c42a5221","block_type":"box","text":"investment objectives, strategies, and policies. However, ETFs are subject to the following risks that do not apply to an open","page_number":17,"box":{"x":60,"y":199,"width":869,"height":12}},{"id":"aa91d7e7-6abd-4793-a782-5a8288af7e50","block_type":"box","text":"end investment company that is not exchange-traded: (i) the market price of the ETF’s shares may trade at a discount to their","page_number":17,"box":{"x":59,"y":214,"width":880,"height":12}},{"id":"f528852b-3a6c-4689-a98c-b126355ee731","block_type":"box","text":"net asset value; (ii) an active trading market for an ETF’s shares may not develop or be maintained; or (iii) trading of an ETF’s","page_number":17,"box":{"x":60,"y":229,"width":870,"height":12}},{"id":"66b113c8-3e71-4d7d-a547-37ffd0d7bce5","block_type":"box","text":"shares may be halted if the listing exchange’s officials deem such action appropriate, the shares are delisted from the","page_number":17,"box":{"x":59,"y":244,"width":819,"height":13}},{"id":"2dabd591-384b-4d93-a7eb-6340c8c7e1ee","block_type":"box","text":"exchange, or the activation of market-wide “circuit breakers” (which are tied to large swings in stock prices) halts stock","page_number":17,"box":{"x":59,"y":259,"width":836,"height":13}},{"id":"da6d40da-a53b-41fb-8121-18651b4eb762","block_type":"box","text":"trading generally.","page_number":17,"box":{"x":59,"y":274,"width":119,"height":13}},{"id":"03bf99e2-e178-49aa-936c-62a82309b467","block_type":"box","text":"Lending Portfolio Securities.","page_number":17,"box":{"x":60,"y":301,"width":201,"height":12}},{"id":"38885f1f-edb4-4a5e-825a-ac7f27056ea8","block_type":"box","text":"The Fund and the Underlying Fund may lend portfolio securities to certain borrowers that BFA","page_number":17,"box":{"x":270,"y":301,"width":659,"height":12}},{"id":"c4851e0f-ef8b-46fa-bd17-d315cf925530","block_type":"box","text":"determines to be creditworthy, including borrowers affiliated with BFA. The borrowers provide collateral that is maintained in","page_number":17,"box":{"x":59,"y":316,"width":871,"height":12}},{"id":"1a8a4550-de24-4145-b508-95051d7705ef","block_type":"box","text":"an amount at least equal to the current market value of the securities loaned. No securities loan shall be made on behalf of","page_number":17,"box":{"x":59,"y":331,"width":860,"height":13}},{"id":"209e38d2-ec1a-4287-9fd0-74711c0d2ee7","block_type":"box","text":"the Fund or Underlying Fund if, as a result, the aggregate value of all securities loans of the Fund or Underlying Fund exceeds","page_number":17,"box":{"x":59,"y":346,"width":874,"height":13}},{"id":"65b05541-e030-40e2-a749-386b6523af1e","block_type":"box","text":"one-third of the value of the Fund’s or Underlying Fund’s total assets (including the value of the collateral received). The","page_number":17,"box":{"x":59,"y":361,"width":840,"height":13}},{"id":"336021b2-652e-4ce8-9797-8b5fd6497e30","block_type":"box","text":"Fund or Underlying Fund may terminate a loan at any time and obtain the return of the securities loaned. The Fund or","page_number":17,"box":{"x":60,"y":377,"width":824,"height":12}},{"id":"53071532-8d9b-460b-bce6-b32c4d4a9611","block_type":"box","text":"Underlying Fund receives, by way of substitute payment, the value of any interest or cash or non-cash distributions paid on","page_number":17,"box":{"x":60,"y":392,"width":859,"height":12}},{"id":"e77a005d-55df-4abe-a2d0-6b61b6f48a4c","block_type":"box","text":"the loaned securities that it would have otherwise received if the securities were not on loan.","page_number":17,"box":{"x":59,"y":407,"width":646,"height":9}},{"id":"e6dbfc10-4f24-4115-a594-ee1e0bdc65d9","block_type":"box","text":"With respect to loans that are collateralized by cash, the borrower may be entitled to receive a fee based on the amount of","page_number":17,"box":{"x":59,"y":433,"width":854,"height":13}},{"id":"817f6440-d6fd-442e-a0d8-7dd65fb56d34","block_type":"box","text":"cash collateral. The Fund is compensated by any positive difference between the amount earned on the reinvestment of cash","page_number":17,"box":{"x":59,"y":448,"width":873,"height":13}},{"id":"5d9947da-f7e7-486b-b96f-bd002969fc20","block_type":"box","text":"collateral and the fee paid to the borrower. In the case of collateral other than cash, the Fund or Underlying Fund is","page_number":17,"box":{"x":59,"y":463,"width":802,"height":13}},{"id":"5bd69c34-3b95-4cd4-b1f6-04109e1c3a9a","block_type":"box","text":"compensated by a fee paid by the borrower equal to a percentage of the market value of the loaned securities. Any cash","page_number":17,"box":{"x":59,"y":479,"width":838,"height":12}},{"id":"62bd8af8-78f7-4a97-b48e-55816f60958c","block_type":"box","text":"collateral received by the Fund or Underlying Fund for such loans, and uninvested cash, may be reinvested in certain short","page_number":17,"box":{"x":59,"y":494,"width":858,"height":12}},{"id":"85f9bbe6-b6ac-4a58-b624-f075cfec9c1b","block_type":"box","text":"term instruments either directly on behalf of the Fund or Underlying Fund or through one or more joint accounts or money","page_number":17,"box":{"x":59,"y":509,"width":862,"height":12}},{"id":"7238c15f-3764-4039-96e8-117ac242ea13","block_type":"box","text":"market funds, including those affiliated with BFA; such investments are subject to investment risk. Other investment","page_number":17,"box":{"x":60,"y":524,"width":810,"height":12}},{"id":"524f6963-c8c8-409d-8a3b-829b536593af","block_type":"box","text":"companies in which the Fund or the Underlying Fund invests can be expected to incur fees and expenses for operations, such","page_number":17,"box":{"x":59,"y":539,"width":878,"height":12}},{"id":"d8404e68-a5b3-4c13-a696-f4bb28703f9f","block_type":"box","text":"as investment advisory and administration fees, that would be in addition to those incurred by the Fund or the Underlying","page_number":17,"box":{"x":59,"y":554,"width":851,"height":13}},{"id":"e0c439b9-cb44-4100-a3f2-9c04bb9cac38","block_type":"box","text":"Fund.","page_number":17,"box":{"x":60,"y":569,"width":37,"height":10}},{"id":"23401a80-64bd-495e-b03b-359f9031be96","block_type":"box","text":"The Fund and Underlying Fund conducts its securities lending pursuant to an exemptive order from the SEC permitting it to","page_number":17,"box":{"x":59,"y":596,"width":865,"height":12}},{"id":"8f9ded79-8125-43df-b6dc-897c978ee9b5","block_type":"box","text":"lend portfolio securities to borrowers affiliated with the Fund or Underlying Fund and to retain an affiliate of the Fund or","page_number":17,"box":{"x":60,"y":611,"width":837,"height":12}},{"id":"af716ff7-bf11-4efe-a5ec-c9336f80b5ea","block_type":"box","text":"Underlying Fund to act as securities lending agent. To the extent that the Fund or Underlying Fund engages in securities","page_number":17,"box":{"x":60,"y":626,"width":839,"height":12}},{"id":"9685f178-f02b-4fd9-b65e-5e9fa2b632bd","block_type":"box","text":"lending, BlackRock Institutional Trust Company, N.A. (“BTC”) acts as securities lending agent for the Fund or Underlying","page_number":17,"box":{"x":60,"y":641,"width":837,"height":12}},{"id":"69928197-265f-430a-a2b7-f20ff4041690","block_type":"box","text":"Fund, subject to the overall supervision of BFA. BTC administers the lending program in accordance with guidelines approved","page_number":17,"box":{"x":60,"y":656,"width":874,"height":13}},{"id":"bc5ce806-f440-4cc5-8667-b9745ca31900","block_type":"box","text":"by the Trust’s Board of Trustees (the “Board,” the trustees of which are the “Trustees”). JPMorgan Chase Bank, N.A.","page_number":17,"box":{"x":60,"y":671,"width":804,"height":13}},{"id":"4622191e-2407-41af-a9a7-620c858a92e8","block_type":"box","text":"(“JPMorgan”) serves as custodian for the Fund in connection with certain securities lending activities.","page_number":17,"box":{"x":60,"y":686,"width":708,"height":13}},{"id":"f1e4cb11-aca0-4029-a6d8-03da247a69bd","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":17,"box":{"x":59,"y":713,"width":872,"height":12}},{"id":"4279bc47-d095-40f9-af7a-165dda5823f1","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":17,"box":{"x":60,"y":728,"width":829,"height":12}},{"id":"0205cb8d-363a-4330-8fe7-8584d961dab0","block_type":"box","text":"reinvestments and the fees the Fund or Underlying Fund has agreed to pay a borrower), foreign exchange risk (i.e., the risk of","page_number":17,"box":{"x":60,"y":743,"width":875,"height":12}},{"id":"ee6ec3a0-b74b-449f-9a91-e8e19b0a6548","block_type":"box","text":"a shortfall at default when a cash collateral investment is denominated in a currency other than the currency of the assets","page_number":17,"box":{"x":59,"y":758,"width":853,"height":13}},{"id":"6cddcfc9-db6d-40fa-9204-1699d024a1df","block_type":"box","text":"being loaned due to movements in foreign exchange rates), and credit, legal, counterparty and market risks (including the","page_number":17,"box":{"x":60,"y":773,"width":853,"height":13}},{"id":"f6c64cbb-3365-489f-9b34-76b473855ca3","block_type":"box","text":"risk that market events, including but not limited to corporate actions, could lead the Fund or Underlying Fund to lend","page_number":17,"box":{"x":60,"y":788,"width":825,"height":13}},{"id":"70c72a5c-1fd6-47d5-87bb-83261fc834b2","block_type":"box","text":"securities that are trading at a premium due to increased demand, or to recall loaned securities or to lend less or not at all,","page_number":17,"box":{"x":59,"y":804,"width":854,"height":12}},{"id":"f4616f4a-8856-4f32-953f-fbac46b4a084","block_type":"box","text":"which could lead to reduced securities lending revenue). If the Fund were to lend out securities that are subject to a","page_number":17,"box":{"x":59,"y":819,"width":808,"height":12}},{"id":"c7e257d8-0f1b-42c2-bc91-fc8b87f875af","block_type":"box","text":"corporate action and commit to the borrower a particular election as determined by the Fund’s investment adviser, the","page_number":17,"box":{"x":59,"y":834,"width":830,"height":12}},{"id":"63a66c57-67c8-457a-a738-434a6437d9b8","block_type":"box","text":"benefit the Fund would receive in respect of committing to such election may or may not be less than the benefit the Fund","page_number":17,"box":{"x":60,"y":849,"width":856,"height":12}},{"id":"581ee191-7565-4d1e-84c8-1db7d1899892","block_type":"box","text":"would have received from making a different election in such corporate action. If a securities lending counterparty were to","page_number":17,"box":{"x":59,"y":864,"width":854,"height":12}},{"id":"d0f87fef-b85e-4b87-89e1-d4608c8fbcc5","block_type":"box","text":"default, the Fund or Underlying Fund would be subject to the risk of a possible delay in receiving collateral or in recovering","page_number":17,"box":{"x":59,"y":879,"width":854,"height":13}},{"id":"745df42e-980e-45cb-aaae-090035a0e8ac","block_type":"box","text":"5","page_number":17,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"794c2445-b107-41bf-864a-a9bed098627f","block_type":"box","text":"the loaned securities, or to a possible loss of rights in the collateral. In the event a borrower does not return the Fund’s or","page_number":18,"box":{"x":59,"y":67,"width":846,"height":12}},{"id":"67f93ae4-34b9-4a4a-8d23-e17b617e8fea","block_type":"box","text":"Underlying Fund’s securities as agreed, the Fund’s or Underlying Fund’s ability to participate in a corporate action event may","page_number":18,"box":{"x":60,"y":82,"width":870,"height":12}},{"id":"b46ba93e-530b-4b75-a56e-8520a915ce9c","block_type":"box","text":"be impacted, or the Fund or Underlying Fund may experience losses if the proceeds received from liquidating the collateral","page_number":18,"box":{"x":60,"y":97,"width":856,"height":12}},{"id":"93bf9b05-51f4-4551-9d84-42e588c23a30","block_type":"box","text":"do not at least equal the value of the loaned security at the time the collateral is liquidated, plus the transaction costs","page_number":18,"box":{"x":59,"y":112,"width":818,"height":12}},{"id":"497704f6-b6cd-40ef-a75e-ac9532d0d4a3","block_type":"box","text":"incurred in purchasing replacement securities. This latter event could trigger adverse tax consequences for the Fund or","page_number":18,"box":{"x":60,"y":127,"width":832,"height":12}},{"id":"11df585a-b0e3-4ca9-94dc-47df44527b06","block_type":"box","text":"Underlying Fund. The Fund or Underlying Fund could lose money if its short-term investment of the collateral declines in","page_number":18,"box":{"x":60,"y":142,"width":844,"height":13}},{"id":"2e420243-8692-4470-b372-120f1727d821","block_type":"box","text":"value over the period of the loan. Substitute payments received by the Fund or Underlying Fund representing dividends paid","page_number":18,"box":{"x":59,"y":157,"width":865,"height":13}},{"id":"03f26633-a968-4286-9f0e-7ee8c756cf7e","block_type":"box","text":"on securities loaned out by the Fund or Underlying Fund will not be considered qualified dividend income. BTC will take into","page_number":18,"box":{"x":59,"y":172,"width":866,"height":13}},{"id":"fe2bccf6-705f-4f74-9bd4-2f8f7e872dd1","block_type":"box","text":"account the tax effects on shareholders caused by this difference in connection with the Fund’s or Underlying Fund’s","page_number":18,"box":{"x":59,"y":188,"width":817,"height":12}},{"id":"ed812e7e-98cd-4f3a-92d8-2ed815231db9","block_type":"box","text":"securities lending program. Substitute payments received on tax-exempt securities loaned out will not be tax-exempt","page_number":18,"box":{"x":59,"y":203,"width":821,"height":12}},{"id":"bda8b538-c169-48b1-8127-59bdbac6388c","block_type":"box","text":"income. There could also be changes in the status of issuers under applicable laws and regulations, including tax regulations,","page_number":18,"box":{"x":60,"y":218,"width":875,"height":12}},{"id":"b5c3074b-ae6f-4512-8291-7df313dac320","block_type":"box","text":"that may impact the regulatory or tax treatment of loaned securities and could, for example, result in a delay in the payment","page_number":18,"box":{"x":59,"y":233,"width":869,"height":12}},{"id":"67f4492c-cbcc-438f-9ee1-aa11a4547cd1","block_type":"box","text":"of dividend equivalent payments owed to the Fund or Underlying Fund (as permitted by applicable law).","page_number":18,"box":{"x":59,"y":248,"width":727,"height":12}},{"id":"24a52685-ce8f-4016-99bb-28915f65fc69","block_type":"box","text":"Regulations adopted by global prudential regulators require certain bank-regulated counterparties and certain of their","page_number":18,"box":{"x":60,"y":274,"width":824,"height":13}},{"id":"5b1e7ab4-658d-4942-903c-e49ed6a98924","block_type":"box","text":"affiliates to include in certain financial contracts, including many securities lending agreements, terms that delay or restrict","page_number":18,"box":{"x":59,"y":290,"width":859,"height":12}},{"id":"887a4bdf-1c9d-430c-ada4-f0608989f220","block_type":"box","text":"the rights of counterparties, such as the Fund or Underlying Fund, to terminate such agreements, foreclose upon collateral,","page_number":18,"box":{"x":59,"y":305,"width":862,"height":12}},{"id":"e8064e70-6954-44d7-b94b-f600405ee071","block_type":"box","text":"exercise other default rights or restrict transfers of credit support in the event that the counterparty and/or its affiliates are","page_number":18,"box":{"x":59,"y":320,"width":857,"height":12}},{"id":"34abab90-2797-4e4b-9da6-b3fbebeb4a13","block_type":"box","text":"subject to certain types of resolution or insolvency proceedings. It is possible that these requirements, as well as potential","page_number":18,"box":{"x":59,"y":335,"width":850,"height":12}},{"id":"2ebb67ff-d477-40ae-8357-1dd9b8b2e551","block_type":"box","text":"additional government regulation and other developments in the market, could adversely affect the Fund’s or Underlying","page_number":18,"box":{"x":59,"y":350,"width":844,"height":12}},{"id":"0e1be210-4cf3-4ece-8609-7c1b34fb5ae7","block_type":"box","text":"Fund’s ability to terminate existing securities lending agreements or to realize amounts to be received under such","page_number":18,"box":{"x":60,"y":365,"width":792,"height":13}},{"id":"cbd1317d-1cec-4c5a-af4d-e155132d650e","block_type":"box","text":"agreements. Prudential regulation may also favor lenders that can provide additional protections, such as liens that are","page_number":18,"box":{"x":59,"y":380,"width":831,"height":13}},{"id":"08a04117-a6e7-4091-b639-9cc851d5bd1e","block_type":"box","text":"exercisable in connection with a lender default, to borrowers. The Fund may provide additional protections to borrowers,","page_number":18,"box":{"x":59,"y":395,"width":844,"height":13}},{"id":"cd3ac31a-6a74-44fe-be54-1ada4f75f652","block_type":"box","text":"where permitted, pursuant to the Fund’s investment policies and if BFA believes doing so is in the best interest of the Fund.","page_number":18,"box":{"x":59,"y":411,"width":860,"height":12}},{"id":"b1f17876-ca74-42f8-a153-ffcf733396a1","block_type":"box","text":"Liquidity Risk Management.","page_number":18,"box":{"x":60,"y":437,"width":200,"height":12}},{"id":"2d0cda48-d62e-4897-bbc6-1fcde1a2ceff","block_type":"box","text":"Rule 22e-4 under the Investment Company Act (the “Liquidity Rule”) requires open-end funds,","page_number":18,"box":{"x":270,"y":437,"width":662,"height":12}},{"id":"3470034d-22d9-4e2c-99a8-360e61dd645b","block_type":"box","text":"including ETFs such as the Fund, to establish a liquidity risk management program (the “Liquidity Program”) and enhance","page_number":18,"box":{"x":60,"y":452,"width":854,"height":12}},{"id":"f82b7ca4-8f3c-4fe9-acec-e113a4482ebd","block_type":"box","text":"disclosures regarding fund liquidity. As required by the Liquidity Rule, the Fund has implemented a Liquidity Program, and the","page_number":18,"box":{"x":59,"y":467,"width":879,"height":13}},{"id":"df530540-8954-46a3-88ef-22e828925fcb","block_type":"box","text":"Board, including a majority of the Independent Trustees of the Trust, has appointed BFA as the administrator of the Liquidity","page_number":18,"box":{"x":60,"y":482,"width":869,"height":13}},{"id":"fea2862f-1351-49a5-ba01-9589cf49db9c","block_type":"box","text":"Program. Under the Liquidity Program, BFA assesses, manages, and periodically reviews the Fund’s liquidity risk and classifies","page_number":18,"box":{"x":60,"y":497,"width":878,"height":13}},{"id":"ec04de60-329b-4be9-b086-2b6e807b8352","block_type":"box","text":"each investment held by the Fund as a “highly liquid investment,” “moderately liquid investment,” “less liquid investment” or","page_number":18,"box":{"x":59,"y":513,"width":873,"height":12}},{"id":"fc7d4d6d-3cb7-4458-8457-6a5ca2609b41","block_type":"box","text":"“illiquid investment.” The Liquidity Rule defines “liquidity risk” as the risk that the Fund could not meet requests to redeem","page_number":18,"box":{"x":59,"y":528,"width":858,"height":12}},{"id":"9b957fd7-629d-4891-8ca7-27bd9f843083","block_type":"box","text":"shares issued by the Fund without significant dilution of the remaining investors’ interest in the Fund. The liquidity of the","page_number":18,"box":{"x":59,"y":543,"width":845,"height":12}},{"id":"e49f8cf1-a8f1-45b1-9075-7031848e9c30","block_type":"box","text":"Fund’s portfolio investments is determined based on relevant market, trading and investment-specific considerations under","page_number":18,"box":{"x":60,"y":558,"width":864,"height":12}},{"id":"1894b28d-3d0c-46d3-b7fa-0c5f6785e8ca","block_type":"box","text":"the Liquidity Program. There are exclusions from certain portions of the liquidity risk management program requirements for","page_number":18,"box":{"x":59,"y":573,"width":875,"height":12}},{"id":"62188c80-73f7-4c0b-80a7-1647e45e20e5","block_type":"box","text":"“in-kind” ETFs, as defined in the Liquidity Rule. To the extent that an investment is deemed to be an illiquid investment or a","page_number":18,"box":{"x":59,"y":588,"width":860,"height":13}},{"id":"85b03a65-ee17-4b93-b608-d66057d1ee96","block_type":"box","text":"less liquid investment, the Fund can expect to be exposed to greater liquidity risk.","page_number":18,"box":{"x":60,"y":603,"width":568,"height":13}},{"id":"5e8849da-b135-4afd-8a6a-a2d16b8df001","block_type":"box","text":"Regulation Regarding Derivatives.","page_number":18,"box":{"x":60,"y":630,"width":242,"height":12}},{"id":"98564d95-8c25-45e1-8f51-c097202fa989","block_type":"box","text":"The CFTC subjects advisers to registered investment companies to regulation by the","page_number":18,"box":{"x":310,"y":630,"width":589,"height":12}},{"id":"0b91c127-f494-46b7-a82c-28f677abddc5","block_type":"box","text":"CFTC if a fund that is advised by the adviser either (i) invests, directly or indirectly, more than a prescribed level of its","page_number":18,"box":{"x":59,"y":645,"width":812,"height":12}},{"id":"7afcde5c-7b2b-48f6-8415-db3d80f06f49","block_type":"box","text":"liquidation value in CFTC-regulated futures, options and swaps (“CFTC Derivatives”) or (ii) markets itself as providing","page_number":18,"box":{"x":60,"y":660,"width":818,"height":12}},{"id":"3b5953b2-5aa4-49b5-b7a1-fca75a5bbd37","block_type":"box","text":"investment exposure to such instruments. The CFTC also subjects advisers to registered investment companies to regulation","page_number":18,"box":{"x":60,"y":675,"width":871,"height":12}},{"id":"c6613ee4-b3ad-479d-9dde-998af11c52b5","block_type":"box","text":"by the CFTC if the registered investment company invests in one or more commodity pools. NDFs and cash-settled currency","page_number":18,"box":{"x":60,"y":690,"width":867,"height":13}},{"id":"e29b9e5a-1262-4574-a61f-816281667922","block_type":"box","text":"forwards as well as futures, options on futures, currency options and swaps entered into by the Fund will be treated as CFTC","page_number":18,"box":{"x":59,"y":705,"width":870,"height":13}},{"id":"58c7ceca-3c29-4b14-b828-f68ea426e56f","block_type":"box","text":"Derivatives for these purposes. Physically-settled foreign currency forward contracts will generally be treated as CFTC","page_number":18,"box":{"x":60,"y":720,"width":821,"height":13}},{"id":"fb6990ff-b2c2-4ec9-a3a0-ddf57e1f6525","block_type":"box","text":"Derivatives, however these contracts are not treated as CFTC regulated-swaps and are not subject to certain of the CFTC’s","page_number":18,"box":{"x":60,"y":736,"width":855,"height":12}},{"id":"03db49f3-b2d5-4c36-9754-1556d37fbf8a","block_type":"box","text":"rules with respect to swaps. To the extent the Fund uses CFTC Derivatives, it intends to do so below such prescribed levels","page_number":18,"box":{"x":60,"y":751,"width":854,"height":12}},{"id":"e6130da4-7692-49c1-aa7b-adb2cfd24e2b","block_type":"box","text":"and intends not to market itself as a “commodity pool” or a vehicle for trading such instruments.","page_number":18,"box":{"x":59,"y":766,"width":676,"height":12}},{"id":"93530bc2-6ccf-4622-9a02-4747dcc896fb","block_type":"box","text":"BFA has claimed an exclusion from the definition of the term “commodity pool operator” under the CEA pursuant to Rule 4.5","page_number":18,"box":{"x":60,"y":792,"width":873,"height":13}},{"id":"672a003c-a835-45fd-8513-876c7a839b89","block_type":"box","text":"under the CEA with respect to the Fund. BFA is not, therefore, subject to registration or regulation as a “commodity pool","page_number":18,"box":{"x":60,"y":807,"width":838,"height":13}},{"id":"e4828ea8-77bf-4556-b32c-6395409487d0","block_type":"box","text":"operator” under the CEA with respect to the Fund.","page_number":18,"box":{"x":59,"y":823,"width":352,"height":12}},{"id":"647ff398-4446-45be-82d7-b5cdd0dbb70a","block_type":"box","text":"Derivative contracts, including, without limitation, swaps, currency forwards, and non-deliverable forwards, are subject to","page_number":18,"box":{"x":60,"y":849,"width":849,"height":12}},{"id":"344ed294-fde1-48b6-9d72-53d8e40b1b22","block_type":"box","text":"regulation under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) in the U.S. and under","page_number":18,"box":{"x":60,"y":864,"width":872,"height":12}},{"id":"26b284a9-db4f-4e85-a3df-028ff400b24a","block_type":"box","text":"comparable regimes in Europe, Asia and other non-U.S. jurisdictions. Swaps, non-deliverable forwards and certain other","page_number":18,"box":{"x":59,"y":879,"width":839,"height":13}},{"id":"4687370c-b35a-4f37-8096-f0f0e7123a61","block_type":"box","text":"6","page_number":18,"box":{"x":495,"y":916,"width":8,"height":9}},{"id":"af22626f-6759-4893-ab04-61fa11ccf9c6","block_type":"box","text":"derivatives traded in the OTC market are subject to variation margin and initial margin requirements. Implementation of the","page_number":19,"box":{"x":59,"y":67,"width":864,"height":12}},{"id":"7aa2f519-ec25-4269-bed0-e5f8211d3c44","block_type":"box","text":"margining and other provisions of the Dodd-Frank Act regarding clearing, mandatory trading, reporting and documentation","page_number":19,"box":{"x":60,"y":82,"width":867,"height":12}},{"id":"ecf26489-d13a-4a19-b60e-96db15cfe7c1","block_type":"box","text":"of swaps and other derivatives have impacted and may continue to impact the costs to the Fund of trading these instruments","page_number":19,"box":{"x":59,"y":97,"width":879,"height":12}},{"id":"f0f0f528-8fb3-465c-ac10-c90857351d3f","block_type":"box","text":"and, as a result, may affect returns to investors in the Fund.","page_number":19,"box":{"x":59,"y":112,"width":413,"height":12}},{"id":"4d09ea15-9b9f-4e85-b490-d3e3cd70b035","block_type":"box","text":"Rule 18f-4 under the Investment Company Act permits the Fund to enter into Derivatives Transactions (as defined below)","page_number":19,"box":{"x":60,"y":138,"width":849,"height":13}},{"id":"3089c80b-a552-492f-b82f-5edb3b4fb78e","block_type":"box","text":"and certain other transactions notwithstanding the restrictions on the issuance of “senior securities” under Section 18 of the","page_number":19,"box":{"x":59,"y":154,"width":873,"height":12}},{"id":"4d2075c7-70ff-446f-9bdd-b4a928463eb0","block_type":"box","text":"Investment Company Act. Section 18 of the Investment Company Act, among other things, prohibits open-end funds,","page_number":19,"box":{"x":60,"y":169,"width":822,"height":12}},{"id":"710fd6b3-3095-4225-8623-73b9c66f7908","block_type":"box","text":"including the Fund, from issuing or selling any “senior security,” other than borrowing from a bank (subject to a requirement","page_number":19,"box":{"x":60,"y":184,"width":871,"height":12}},{"id":"148c950e-04aa-4040-9184-ae98435de336","block_type":"box","text":"to maintain 300% “asset coverage”).","page_number":19,"box":{"x":59,"y":199,"width":257,"height":12}},{"id":"a74b85cb-b517-4aca-93f1-40760408b808","block_type":"box","text":"Under Rule 18f-4, “Derivatives Transactions” include the following: (1) any swap, security-based swap (including a contract","page_number":19,"box":{"x":60,"y":225,"width":862,"height":13}},{"id":"9fd238eb-e6f3-4bf4-8327-f077d55c6b07","block_type":"box","text":"for differences), futures contract, forward contract, option (excluding purchased options), any combination of the foregoing,","page_number":19,"box":{"x":59,"y":240,"width":871,"height":13}},{"id":"ee4a5601-768e-4ade-b36a-4f3d88ed0297","block_type":"box","text":"or any similar instrument, under which the Fund is or may be required to make any payment or delivery of cash or other","page_number":19,"box":{"x":59,"y":256,"width":839,"height":12}},{"id":"f262ea33-ceb1-447e-aa35-c76b787ef817","block_type":"box","text":"assets during the life of the instrument or at maturity or early termination, whether as margin or settlement payment or","page_number":19,"box":{"x":59,"y":271,"width":838,"height":12}},{"id":"8af4cfed-874d-4ac1-9fc1-8571d0210b32","block_type":"box","text":"otherwise; (2) any short sale borrowing; (3) reverse repurchase agreements and similar financing transactions (","page_number":19,"box":{"x":59,"y":286,"width":780,"height":12}},{"id":"35563f0a-7f1c-43f6-8cc4-82954f934ee0","block_type":"box","text":"e.g","page_number":19,"box":{"x":840,"y":289,"width":21,"height":9}},{"id":"832834eb-1ed7-4d09-b677-8f5e4ff9c4bc","block_type":"box","text":"., recourse","page_number":19,"box":{"x":862,"y":289,"width":71,"height":8}},{"id":"ab1fb232-6b9b-43d8-92c2-49531dc19115","block_type":"box","text":"and non-recourse tender option bonds, and borrowed bonds), if the Fund elects to treat these transactions as Derivatives","page_number":19,"box":{"x":59,"y":301,"width":849,"height":12}},{"id":"424e1a6a-d3f4-4563-848d-caeb4a30b277","block_type":"box","text":"Transactions under Rule 18f-4; and (4) when-issued or forward-settling securities (","page_number":19,"box":{"x":59,"y":316,"width":581,"height":12}},{"id":"938f1f46-4181-4e3e-80b5-bc62e37d2a0a","block_type":"box","text":"e.g","page_number":19,"box":{"x":642,"y":319,"width":20,"height":9}},{"id":"e624aa70-0fba-408f-b1c8-5dcb504376ff","block_type":"box","text":"., firm and standby commitments,","page_number":19,"box":{"x":663,"y":316,"width":236,"height":12}},{"id":"40a9a5b3-f738-4dbc-b67e-7c1bff62d183","block_type":"box","text":"including to-be-announced (“TBA”) commitments, and dollar rolls) and non-standard settlement cycle securities, unless the","page_number":19,"box":{"x":60,"y":331,"width":869,"height":13}},{"id":"efb89e46-364c-41f6-a1a3-b5c1a6cc94b2","block_type":"box","text":"Fund intends to physically settle the transaction and the transaction will settle within 35 days of its trade date (the “Delayed","page_number":19,"box":{"x":60,"y":346,"width":871,"height":13}},{"id":"0b8bea9f-650b-44b4-a54f-7bc38e32f32a","block_type":"box","text":"Settlement Securities Provision”).","page_number":19,"box":{"x":59,"y":361,"width":233,"height":13}},{"id":"e8b64597-ddad-4688-b1db-8e98ccf808ff","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":19,"box":{"x":60,"y":388,"width":877,"height":12}},{"id":"10c77f3d-438c-44a3-b4e2-7bf5211eca7b","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":19,"box":{"x":59,"y":403,"width":857,"height":12}},{"id":"dc802968-98cf-4402-97ba-12bdf34c9c0c","block_type":"box","text":"comprehensive written derivatives risk management program (“DRMP”) and comply with a relative or absolute limit on Fund","page_number":19,"box":{"x":59,"y":418,"width":875,"height":12}},{"id":"dc14f28f-5500-47d7-b8f9-f8caab9478bd","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":19,"box":{"x":60,"y":433,"width":846,"height":13}},{"id":"fa90ea5e-515e-4954-9343-3e628ea0de6f","block_type":"box","text":"appointed by the Board, including a majority of Independent Directors/Trustees, and periodically reviews the DRMP and","page_number":19,"box":{"x":59,"y":448,"width":840,"height":13}},{"id":"42f31757-be9e-4477-aac9-1728daee7d7c","block_type":"box","text":"reports to the Board.","page_number":19,"box":{"x":60,"y":463,"width":142,"height":13}},{"id":"8f139eb1-8d94-44ff-b20b-38fd25d6f07b","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":19,"box":{"x":60,"y":490,"width":807,"height":12}},{"id":"0486239b-7a52-47b8-83c6-0a311d0cb452","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":19,"box":{"x":59,"y":505,"width":867,"height":12}},{"id":"3ed4d372-610e-4a22-854a-9c064e40dff7","block_type":"box","text":"Fund adopts and implements written policies and procedures reasonably designed to manage its derivatives risks (the","page_number":19,"box":{"x":60,"y":520,"width":826,"height":12}},{"id":"8f429eee-dbf0-43d5-b4a4-0772f6d074b2","block_type":"box","text":"“Limited Derivatives User Exception”).","page_number":19,"box":{"x":59,"y":535,"width":265,"height":13}},{"id":"624e11ac-2326-4c16-a641-6f753e3d6402","block_type":"box","text":"Securities of Investment Companies.","page_number":19,"box":{"x":59,"y":562,"width":263,"height":12}},{"id":"d8db1e21-b16d-4f02-859e-c73f093fd211","block_type":"box","text":"The Fund and the Underlying Fund may invest in the securities of other investment","page_number":19,"box":{"x":331,"y":562,"width":580,"height":12}},{"id":"cfa4b5dd-3668-4eb5-a9c8-8a1902c2645e","block_type":"box","text":"companies (including money market funds) to the extent permitted by law, regulation, exemptive order or SEC staff","page_number":19,"box":{"x":59,"y":577,"width":809,"height":12}},{"id":"79a82ea0-9eaf-480c-b972-3b059fc11804","block_type":"box","text":"guidance. Under the 1940 Act, a fund’s investment in investment companies is limited to, subject to certain exceptions, (i)","page_number":19,"box":{"x":59,"y":592,"width":853,"height":12}},{"id":"1a73206e-ac98-47a4-b991-b6049df2d792","block_type":"box","text":"3% of the total outstanding voting stock of any one investment company, (ii) 5% of the fund’s total assets with respect to","page_number":19,"box":{"x":59,"y":607,"width":852,"height":12}},{"id":"cc8708ea-4552-470a-9af1-1e65f8f8d82c","block_type":"box","text":"any one investment company, and (iii) 10% of the fund’s total assets with respect to investment companies in the aggregate.","page_number":19,"box":{"x":59,"y":622,"width":873,"height":13}},{"id":"7462338d-470e-423f-b42e-825749e0ea20","block_type":"box","text":"Other investment companies in which the Fund or the Underlying Fund invests can be expected to incur fees and expenses","page_number":19,"box":{"x":59,"y":637,"width":861,"height":13}},{"id":"c38baa0f-56e8-4680-a077-4571c0d319d3","block_type":"box","text":"for operations, such as investment advisory and administration fees, which would be in addition to those incurred by the","page_number":19,"box":{"x":59,"y":652,"width":843,"height":13}},{"id":"f969022b-62dd-448b-9467-e21e85956035","block_type":"box","text":"Fund or the Underlying Fund. Pursuant to guidance issued by the SEC staff, fees and expenses of money market funds used","page_number":19,"box":{"x":60,"y":668,"width":863,"height":12}},{"id":"d787a801-ff5f-4f2e-ba6f-80d860e48609","block_type":"box","text":"for cash collateral received in connection with loans of securities are not treated as Acquired Fund Fees and Expenses, which","page_number":19,"box":{"x":59,"y":683,"width":871,"height":12}},{"id":"7694aa76-17c0-4be7-8100-51b6627d09fb","block_type":"box","text":"reflect the Fund’s","page_number":19,"box":{"x":60,"y":698,"width":120,"height":10}},{"id":"c7236a6e-0706-4c24-841d-2cf46de8b56f","block_type":"box","text":"pro rata","page_number":19,"box":{"x":184,"y":699,"width":56,"height":11}},{"id":"da60ff34-87b6-49b3-a82f-797ea1880590","block_type":"box","text":"share of the fees and expenses incurred by investing in other investment companies.","page_number":19,"box":{"x":245,"y":698,"width":589,"height":12}},{"id":"4765af1d-927a-4ff8-8270-4c8802a903ed","block_type":"box","text":"The Fund or the Underlying Fund may purchase ETF shares for the same reason it would purchase (and as an alternative to","page_number":19,"box":{"x":59,"y":724,"width":862,"height":13}},{"id":"9ba1f9c9-f44f-490f-9ec0-4512cb7aae54","block_type":"box","text":"purchasing) futures contracts – to obtain relatively low-cost exposure to the stock market while maintaining flexibility to","page_number":19,"box":{"x":59,"y":739,"width":843,"height":13}},{"id":"18d15876-48dd-4282-8e8c-5d9c3e9e2a1e","block_type":"box","text":"meet the liquidity needs of the Underlying Fund. ETF shares enjoy several advantages over futures contracts. Depending on","page_number":19,"box":{"x":60,"y":754,"width":860,"height":13}},{"id":"51509dc2-7f3e-4754-98a0-ab175c50a95e","block_type":"box","text":"the market, the holding period, and other factors, ETF shares can be less costly than futures contracts. In addition, ETF shares","page_number":19,"box":{"x":59,"y":770,"width":878,"height":12}},{"id":"bbc9d44c-0c03-45c5-a116-29c07e09b95a","block_type":"box","text":"can be purchased for smaller sums and offer exposure to market sectors and styles for which there is no suitable or liquid","page_number":19,"box":{"x":59,"y":785,"width":850,"height":12}},{"id":"808079ad-5b66-494c-8b40-6881895a8ee3","block_type":"box","text":"futures contract. The Underlying Fund may also purchase ETF shares for other purposes, including improving its ability to","page_number":19,"box":{"x":59,"y":800,"width":850,"height":12}},{"id":"13efa735-860f-4f4e-80ee-0497ebca72a3","block_type":"box","text":"track its underlying index. The Underlying Fund may invest in shares of ETFs that are advised by BFA.","page_number":19,"box":{"x":59,"y":815,"width":704,"height":12}},{"id":"42877b69-cb3d-47fd-aa93-dbc7ab5da186","block_type":"box","text":"Short-Term Instruments and Temporary Investments.","page_number":19,"box":{"x":59,"y":841,"width":385,"height":13}},{"id":"ace70a47-712b-413c-9c1e-e6befb4e00d7","block_type":"box","text":"The Fund and the Underlying Fund may invest in short-term","page_number":19,"box":{"x":453,"y":841,"width":421,"height":13}},{"id":"7776c2c4-6466-442f-af90-0f80700b4279","block_type":"box","text":"instruments, including money market instruments, on an ongoing basis to provide liquidity or for other reasons. Money","page_number":19,"box":{"x":60,"y":857,"width":836,"height":12}},{"id":"ea58c9fa-9ac3-4856-ad00-0187d1913bd4","block_type":"box","text":"market instruments are generally short-term investments that may include, but are not limited to: (i) shares of money market","page_number":19,"box":{"x":60,"y":872,"width":877,"height":12}},{"id":"72c27b12-fd29-4cd2-b57e-6a4eca24916e","block_type":"box","text":"funds (including those advised by BFA or otherwise affiliated with BFA); (ii) obligations issued or guaranteed by the U.S.","page_number":19,"box":{"x":59,"y":887,"width":835,"height":12}},{"id":"7c4ed4bb-5c5a-4845-81a9-c83b21303190","block_type":"box","text":"7","page_number":19,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"b92c05d4-5eae-48d3-98f1-413ef5af89e3","block_type":"box","text":"government, its agencies or instrumentalities (including government-sponsored enterprises); (iii) negotiable certificates of","page_number":20,"box":{"x":59,"y":67,"width":859,"height":12}},{"id":"d172df20-8731-4ac7-a8da-3dc49ec9363c","block_type":"box","text":"deposit, bankers’ acceptances, fixed-time deposits and other obligations of U.S. and non-U.S. banks (including non-U.S.","page_number":20,"box":{"x":59,"y":82,"width":837,"height":12}},{"id":"0dc65575-d513-498b-8fdc-18bb3da5f78d","block_type":"box","text":"branches) and similar institutions; (iv) commercial paper rated, at the date of purchase, “Prime-1” by Moody’s, “F-1” by Fitch,","page_number":20,"box":{"x":60,"y":97,"width":874,"height":12}},{"id":"86a58705-0eba-4ee9-ad78-c57d0b2b79e0","block_type":"box","text":"or “A-1” by S&P Global Ratings, or if unrated, of comparable quality as determined by BFA; (v) non-convertible corporate debt","page_number":20,"box":{"x":59,"y":112,"width":876,"height":12}},{"id":"35f453c0-ac15-4c74-a216-092988d451ba","block_type":"box","text":"securities (","page_number":20,"box":{"x":59,"y":127,"width":75,"height":12}},{"id":"d6656883-51ac-476a-b971-120233f8b145","block_type":"box","text":"e.g.","page_number":20,"box":{"x":136,"y":130,"width":22,"height":9}},{"id":"78e24260-74b6-4d37-8614-f3d92d414189","block_type":"box","text":", bonds and debentures) with remaining maturities at the date of purchase of not more than 397 days and that","page_number":20,"box":{"x":161,"y":127,"width":776,"height":12}},{"id":"86305dcf-6ff1-4ee1-ad7f-b9a34de8b57a","block_type":"box","text":"have been determined to present minimal credit risks, in accordance with the requirements set forth in Rule 2a-7 under the","page_number":20,"box":{"x":60,"y":142,"width":860,"height":13}},{"id":"75a5e833-c463-445d-90b9-cabe62211922","block_type":"box","text":"1940 Act; (vi) repurchase agreements; and (vii) short-term U.S. dollar-denominated obligations of non-U.S. banks (including","page_number":20,"box":{"x":61,"y":157,"width":869,"height":13}},{"id":"dd490960-381e-4f1d-a92d-fcc351c73c80","block_type":"box","text":"U.S. branches) that, in the opinion of BFA, are of comparable quality to obligations of U.S. banks that may be purchased by","page_number":20,"box":{"x":60,"y":172,"width":855,"height":13}},{"id":"6efe0c3b-d561-491e-b0ed-ef3d1676fce6","block_type":"box","text":"the Fund. Any of these instruments may be purchased on a current or forward-settled basis. Time deposits are non","page_number":20,"box":{"x":59,"y":188,"width":810,"height":12}},{"id":"0cc11956-aa0f-4389-93bc-abef4406f5d5","block_type":"box","text":"negotiable deposits maintained in banking institutions for specified periods of time at stated interest rates. Bankers’","page_number":20,"box":{"x":60,"y":203,"width":808,"height":12}},{"id":"579d0d7a-bb90-4492-aff0-7850127d083e","block_type":"box","text":"acceptances are time drafts drawn on commercial banks by borrowers, usually in connection with international transactions.","page_number":20,"box":{"x":59,"y":218,"width":873,"height":12}},{"id":"f201da94-56cd-4e8d-ab81-bd9105043526","block_type":"box","text":"See","page_number":20,"box":{"x":59,"y":233,"width":24,"height":10}},{"id":"818ac9e7-5f2d-4802-b12a-4c91217456aa","block_type":"box","text":"Risks of the Underlying Fund","page_number":20,"box":{"x":88,"y":233,"width":199,"height":12}},{"id":"28745991-75f1-4cf2-aaba-8a40dfd52772","block_type":"box","text":"below.","page_number":20,"box":{"x":292,"y":233,"width":43,"height":10}},{"id":"8a957604-99bf-4493-bec7-4daec219dd0b","block_type":"box","text":"Tracking Stocks.","page_number":20,"box":{"x":58,"y":259,"width":119,"height":13}},{"id":"22bafa14-8be3-4561-9b8b-9afe1493cc7f","block_type":"box","text":"A tracking stock is a separate class of common stock whose value is linked to a specific business unit or","page_number":20,"box":{"x":186,"y":259,"width":728,"height":13}},{"id":"1d9c3dca-7fd7-4773-b299-0b9ff0c580ea","block_type":"box","text":"operating division within a larger company and is designed to “track” the performance of such business unit or division. The","page_number":20,"box":{"x":59,"y":274,"width":870,"height":13}},{"id":"9373b577-fcc7-4ed1-9bda-e9aaf35daa54","block_type":"box","text":"tracking stock may pay dividends to shareholders independent of the parent company. The parent company, rather than the","page_number":20,"box":{"x":59,"y":290,"width":866,"height":12}},{"id":"32441e85-83bc-4443-993c-970ea6f00ea0","block_type":"box","text":"business unit or division, generally is the issuer of tracking stock. However, holders of the tracking stock may not have the","page_number":20,"box":{"x":60,"y":305,"width":851,"height":12}},{"id":"987059b5-6c4d-4318-9815-728eac419d95","block_type":"box","text":"same rights as holders of the company’s common stock.","page_number":20,"box":{"x":59,"y":320,"width":396,"height":12}},{"id":"34b1e4e7-4556-4aeb-aa2e-817fd79764b6","block_type":"box","text":"Future Developments.","page_number":20,"box":{"x":60,"y":346,"width":157,"height":13}},{"id":"3bba9d95-f2b4-41ab-bc50-75a9213abb8c","block_type":"box","text":"The board of the Fund or the Underlying Fund may, in the future, authorize the Fund and the","page_number":20,"box":{"x":226,"y":346,"width":647,"height":13}},{"id":"05a01b39-6b0d-4113-a91b-8416168c409f","block_type":"box","text":"Underlying Fund to invest in securities contracts and investments, other than those listed in this SAI and in the Prospectus,","page_number":20,"box":{"x":60,"y":361,"width":857,"height":13}},{"id":"b0b8537d-fc51-4ce5-8319-96525da7241a","block_type":"box","text":"provided they are consistent with the Fund’s or the Underlying Fund’s investment objective and do not violate any of its","page_number":20,"box":{"x":59,"y":377,"width":836,"height":12}},{"id":"b8353cf7-9eb1-473b-8aa0-dc64faf27138","block_type":"box","text":"investment restrictions or policies.","page_number":20,"box":{"x":60,"y":392,"width":238,"height":12}},{"id":"a9c51d7b-d788-4798-9e79-041fa141bd8c","block_type":"box","text":"General Considerations and Risks","page_number":20,"box":{"x":60,"y":422,"width":559,"height":24}},{"id":"3448477d-56e4-4ee1-a676-b6765ef8c874","block_type":"box","text":"A discussion of some of the principal risks associated with an investment in the Fund is contained in the Prospectus. Because","page_number":20,"box":{"x":59,"y":463,"width":877,"height":13}},{"id":"35ec60b5-a3aa-4b61-b8b6-ad3d8f87f35f","block_type":"box","text":"the Fund expects to obtain its exposure to the securities substantially through its investment in the Underlying Fund,","page_number":20,"box":{"x":59,"y":479,"width":816,"height":12}},{"id":"a6076097-1203-4c2f-94da-c3d2ffba4cf6","block_type":"box","text":"shareholders should be aware that the risks of investment in particular types of securities, economic sectors and geographic","page_number":20,"box":{"x":59,"y":494,"width":869,"height":12}},{"id":"8400f171-da03-44e5-89f1-af95d2d59f55","block_type":"box","text":"locations discussed below may be borne by the Fund through its investment in the Underlying Fund. Through its investment","page_number":20,"box":{"x":60,"y":509,"width":869,"height":12}},{"id":"162446a6-4e24-4a27-9aa6-fa4e48b292ca","block_type":"box","text":"in the Underlying Fund, the Fund will also bear the risks described below associated with the Underlying Fund’s use of","page_number":20,"box":{"x":60,"y":524,"width":827,"height":12}},{"id":"d5b6f3e0-d69c-4116-8c54-5a1185d895e4","block_type":"box","text":"portfolio management techniques, such as borrowing arrangements and use of derivatives, in addition to the risks associated","page_number":20,"box":{"x":59,"y":539,"width":878,"height":12}},{"id":"eab24969-d6d5-48d4-a0b4-0ac7cbe1f6a9","block_type":"box","text":"with those activities if the Fund engages in them directly.","page_number":20,"box":{"x":59,"y":554,"width":398,"height":13}},{"id":"f28746e3-026e-495b-922c-43b72d7ab54d","block_type":"box","text":"An investment in the Fund should be made with an understanding that the value of the Fund’s portfolio securities, including","page_number":20,"box":{"x":59,"y":581,"width":868,"height":12}},{"id":"0bdab76b-3e34-4b3b-b4ae-566378bccccb","block_type":"box","text":"its investment in the Underlying Fund, may fluctuate in accordance with changes in the financial condition of the issuers of","page_number":20,"box":{"x":60,"y":596,"width":862,"height":12}},{"id":"80f87ab2-1ddc-44f3-909f-ed3dd5788333","block_type":"box","text":"the portfolio securities, the value of stocks in general, and other factors that affect the market. The order of the below risk","page_number":20,"box":{"x":59,"y":611,"width":851,"height":12}},{"id":"2ecc3f89-9ba7-4ef4-99a6-c7586fbf05ab","block_type":"box","text":"factors does not indicate the significance of any particular risk factor.","page_number":20,"box":{"x":59,"y":626,"width":482,"height":12}},{"id":"91681cf3-65ee-45dd-81b9-2103c421e193","block_type":"box","text":"Borrowing Risk.","page_number":20,"box":{"x":60,"y":652,"width":112,"height":13}},{"id":"db60da84-2e79-4ff2-8dc4-e379758609c1","block_type":"box","text":"Borrowing may exaggerate changes in the NAV of Fund shares and in the return on the Fund’s portfolio.","page_number":20,"box":{"x":182,"y":652,"width":726,"height":13}},{"id":"d378bc24-3231-4d3e-93f8-8b9f7fc58ffa","block_type":"box","text":"Borrowing will cause the Fund to incur interest expense and other fees. The costs of borrowing may reduce the Fund’s","page_number":20,"box":{"x":60,"y":668,"width":827,"height":12}},{"id":"76fb1413-d041-4683-b176-86f4d3a5bc6e","block_type":"box","text":"return. Borrowing may cause the Fund to liquidate positions when it may not be advantageous to do so to satisfy its","page_number":20,"box":{"x":60,"y":683,"width":811,"height":12}},{"id":"2be3fc9b-c5e6-4b3b-b1f6-f21c716b668a","block_type":"box","text":"obligations.","page_number":20,"box":{"x":59,"y":698,"width":80,"height":12}},{"id":"29bb4d4c-47eb-4fad-81e9-064a3fd068f6","block_type":"box","text":"Illiquid Investments Risk.","page_number":20,"box":{"x":60,"y":724,"width":178,"height":13}},{"id":"3adbd659-b717-495b-a8c1-722f678a1fd2","block_type":"box","text":"The Fund may not acquire any illiquid investment if, immediately after the acquisition, the Fund","page_number":20,"box":{"x":247,"y":724,"width":667,"height":13}},{"id":"d9ecd9a5-29b6-481d-9260-0a65bc5374c8","block_type":"box","text":"would have invested more than 15% of its net assets in illiquid investments. An illiquid investment is any investment that the","page_number":20,"box":{"x":59,"y":739,"width":870,"height":13}},{"id":"551c4440-f000-4ccd-9d65-3a4950c66d5a","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":20,"box":{"x":60,"y":754,"width":859,"height":13}},{"id":"898add0b-c1df-4f41-ad08-47c7c9bebba7","block_type":"box","text":"significantly changing the market value of the investment. The liquidity of an investment will be determined based on","page_number":20,"box":{"x":59,"y":770,"width":820,"height":12}},{"id":"f067ed24-48e5-48eb-a72a-fca707b4cba5","block_type":"box","text":"relevant market, trading and investment specific considerations as set out in the Liquidity Program as required by the","page_number":20,"box":{"x":60,"y":785,"width":817,"height":12}},{"id":"3a131798-5b21-4cfd-b795-63a1fe496544","block_type":"box","text":"Liquidity Rule. Illiquid investments may trade at a discount to comparable, more liquid investments and the Fund may not be","page_number":20,"box":{"x":60,"y":800,"width":870,"height":12}},{"id":"83047213-f929-4877-af69-f01cb002121f","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 the","page_number":20,"box":{"x":59,"y":815,"width":873,"height":12}},{"id":"7c983ffe-4cdc-4ff2-8f7f-8db448cfc985","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":20,"box":{"x":60,"y":830,"width":790,"height":12}},{"id":"54e6a228-46b1-4883-87fd-9f7f52c8754d","block_type":"box","text":"Infectious Illness Risk.","page_number":20,"box":{"x":60,"y":857,"width":158,"height":9}},{"id":"4cd4e720-eba8-4fd6-b07a-da538815749d","block_type":"box","text":"A widespread outbreak of an infectious illness, such as the COVID-19 pandemic, may adversely affect","page_number":20,"box":{"x":227,"y":857,"width":708,"height":12}},{"id":"3376fdf3-1500-4e1a-a9b7-9e245805973d","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":20,"box":{"x":59,"y":872,"width":868,"height":12}},{"id":"ec09b052-d910-40d0-bc8d-aec247a4c747","block_type":"box","text":"cannot be foreseen. An infectious illness outbreak may result in travel restrictions, closed international borders, disruption of","page_number":20,"box":{"x":59,"y":887,"width":872,"height":12}},{"id":"6d859d84-163f-4b87-8fd8-89be02594b81","block_type":"box","text":"8","page_number":20,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"3a1363e1-bf27-44a5-a977-dd62f2daf5c2","block_type":"box","text":"healthcare services, prolonged quarantines, cancellations, supply chain disruptions, temporary and permanent business","page_number":21,"box":{"x":60,"y":67,"width":838,"height":12}},{"id":"ce632deb-454a-4ca7-b589-147fe2ebe409","block_type":"box","text":"closures, lower consumer demand, layoffs, ratings downgrades, credit defaults and other significant economic, social and","page_number":21,"box":{"x":59,"y":82,"width":851,"height":12}},{"id":"abecb131-d5b1-46bd-89e8-79dec39d78b2","block_type":"box","text":"political impacts, as well as general concern and uncertainty. An outbreak may exacerbate other pre-existing political, social","page_number":21,"box":{"x":59,"y":97,"width":865,"height":12}},{"id":"16307cf7-3c9c-44a6-9409-beaa056e5abb","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":21,"box":{"x":59,"y":112,"width":864,"height":12}},{"id":"c84d71f9-c8fa-44e0-8395-83d81a7d78f4","block_type":"box","text":"could be present for an extended period of time.","page_number":21,"box":{"x":59,"y":127,"width":337,"height":12}},{"id":"2f5572ff-fc80-4ecb-85d8-7606d1b3d1a9","block_type":"box","text":"In addition, markets may experience temporary closures, extreme volatility, severe losses, reduced liquidity and increased","page_number":21,"box":{"x":60,"y":154,"width":845,"height":12}},{"id":"c095a340-132e-4ab5-acbc-f4b25684ccb4","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":21,"box":{"x":59,"y":169,"width":856,"height":12}},{"id":"732e239e-e81c-4c3d-8452-55716c8ad6f1","block_type":"box","text":"sell securities or other assets. Market or economic disruptions could cause elevated tracking error and increased premiums","page_number":21,"box":{"x":59,"y":184,"width":861,"height":12}},{"id":"0f39ce4e-3e6e-4644-98a2-3900f67b8e67","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":21,"box":{"x":59,"y":199,"width":854,"height":12}},{"id":"e259e68d-4042-43df-950c-0c4e9d58ef80","block_type":"box","text":"service providers, including BFA. Governmental and quasi-governmental may respond to an outbreak and any resulting","page_number":21,"box":{"x":59,"y":214,"width":832,"height":12}},{"id":"b9ab6594-3a71-4b5d-91a8-96b4f1419c12","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":21,"box":{"x":59,"y":229,"width":820,"height":12}},{"id":"4faed441-81a1-40a5-b067-21ac84ee1e08","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":21,"box":{"x":59,"y":244,"width":846,"height":13}},{"id":"1f5d9127-e5d8-4163-b7e5-a6e23e213461","block_type":"box","text":"investments.","page_number":21,"box":{"x":60,"y":260,"width":87,"height":9}},{"id":"f79d7829-8792-45b6-843f-39f8541d4746","block_type":"box","text":"Money Market Instruments Risk.","page_number":21,"box":{"x":59,"y":286,"width":235,"height":12}},{"id":"12e062fd-e7fc-46c1-b1b1-41fb43f1fff3","block_type":"box","text":"The Fund or the Underlying Fund may hold money market instruments. The value of","page_number":21,"box":{"x":302,"y":286,"width":593,"height":12}},{"id":"3a731af5-dd27-4745-b396-35ab0952b83b","block_type":"box","text":"money market instruments may be affected by changes in interest rates or in the credit ratings of the investments, among","page_number":21,"box":{"x":60,"y":301,"width":852,"height":12}},{"id":"0c363af5-8025-4462-8fb0-965bcf42bc6f","block_type":"box","text":"other things. If a significant amount of the Fund’s assets is invested in money market instruments, it may be more difficult for","page_number":21,"box":{"x":59,"y":316,"width":878,"height":12}},{"id":"bd795629-3e58-4d1b-96dd-c85a39dffa55","block_type":"box","text":"the Fund to achieve its investment objective. An investment in a money market fund is not insured or guaranteed by the","page_number":21,"box":{"x":59,"y":331,"width":839,"height":13}},{"id":"b8545274-0013-4f8d-93ee-ab327d590e2a","block_type":"box","text":"Federal Deposit Insurance Corporation or any other government agency. It is possible to lose money by investing in a money","page_number":21,"box":{"x":60,"y":346,"width":868,"height":13}},{"id":"84dcf17d-8f81-4d0e-8427-ef2c631e613e","block_type":"box","text":"market fund. Money market funds other than U.S. government money market funds and retail money market funds “float”","page_number":21,"box":{"x":60,"y":361,"width":857,"height":13}},{"id":"158a851e-0120-48fa-afed-14d412e18d76","block_type":"box","text":"their NAV instead of using a stable $1.00 per share price.","page_number":21,"box":{"x":59,"y":377,"width":395,"height":12}},{"id":"35576df0-67d1-4178-bf70-22cf3e06a5ff","block_type":"box","text":"Operational and Technology Risks.","page_number":21,"box":{"x":59,"y":403,"width":251,"height":12}},{"id":"b9cc63b4-fb57-4ac1-ab1f-43192932d008","block_type":"box","text":"A Fund and the entities with which it interacts directly or indirectly are susceptible to","page_number":21,"box":{"x":318,"y":403,"width":594,"height":12}},{"id":"aff249be-e314-4128-8ef5-c9341f1b0007","block_type":"box","text":"operational and technology risks, including those related to human errors, processing errors, communication errors, systems","page_number":21,"box":{"x":59,"y":418,"width":875,"height":12}},{"id":"702be1ea-7612-47a8-bb8e-ea407ae50fe0","block_type":"box","text":"failures, cybersecurity incidents, and the use of artificial intelligence and machine learning (“AI”), which may result in losses","page_number":21,"box":{"x":59,"y":433,"width":864,"height":13}},{"id":"5e7bdf13-96fd-4be6-b88d-26fba9abbbca","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":21,"box":{"x":59,"y":448,"width":839,"height":13}},{"id":"f6e5711b-25ea-43af-bd75-03e1a945eecc","block_type":"box","text":"adviser, administrator, distributor, other service providers (e.g., index and benchmark providers, accountants, custodians, and","page_number":21,"box":{"x":59,"y":463,"width":876,"height":13}},{"id":"3e0671d5-dbaa-4e56-80a6-e3690d7706cc","block_type":"box","text":"transfer agents), financial intermediaries, counterparties, market makers, Authorized Participants, listing exchanges, other","page_number":21,"box":{"x":59,"y":479,"width":853,"height":12}},{"id":"87cb0927-0246-408e-af43-5be58fbba1de","block_type":"box","text":"financial market operators, and governmental authorities. Operational and technology risks for the issuers in which a Fund","page_number":21,"box":{"x":59,"y":494,"width":859,"height":12}},{"id":"ef402f15-edb9-46ec-af33-64defa6a7e8b","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":21,"box":{"x":60,"y":509,"width":852,"height":12}},{"id":"bf044a6b-74a0-4cc7-92a0-965e705fcd59","block_type":"box","text":"issuers to lose value. A Fund may incur substantial costs in order to mitigate operational and technology risks.","page_number":21,"box":{"x":60,"y":524,"width":770,"height":12}},{"id":"84b4aee9-574f-46d6-b2dc-85df7c6ce2ac","block_type":"box","text":"Cybersecurity incidents can result from deliberate attacks or unintentional events against an issuer in which a Fund invests,","page_number":21,"box":{"x":59,"y":550,"width":863,"height":13}},{"id":"77f4bc51-a880-4774-b7a0-d0242ae806d2","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":21,"box":{"x":59,"y":566,"width":815,"height":12}},{"id":"1e65e725-897e-430e-951f-108259ac5b38","block_type":"box","text":"misappropriating assets or sensitive information, corrupting or destroying data, and causing operational disruption.","page_number":21,"box":{"x":60,"y":581,"width":807,"height":12}},{"id":"8bf74a86-ccc2-4b4b-8606-8c2d59ca91eb","block_type":"box","text":"Geopolitical tension may increase the scale and sophistication of deliberate attacks, particularly those from nation states or","page_number":21,"box":{"x":59,"y":596,"width":863,"height":12}},{"id":"76380d76-a36f-49fc-9624-e57b60c6c72d","block_type":"box","text":"from entities with nation state backing. Cybersecurity incidents may result in any of the following: financial losses;","page_number":21,"box":{"x":59,"y":611,"width":798,"height":12}},{"id":"9312f2a1-9f34-491f-8b58-9bea22503694","block_type":"box","text":"interference with a Fund’s ability to calculate its NAV; disclosure of confidential information; impediments to trading;","page_number":21,"box":{"x":60,"y":626,"width":815,"height":12}},{"id":"9208ff31-74f3-411f-b6c8-b786014d080a","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":21,"box":{"x":59,"y":641,"width":831,"height":12}},{"id":"078f55e8-d066-4575-bb70-66fd39f7cd2d","block_type":"box","text":"service providers to transact business; violations of applicable privacy and other laws; regulatory fines; penalties; reputational","page_number":21,"box":{"x":59,"y":656,"width":874,"height":13}},{"id":"9c10dd3d-64f2-4c3c-aa2a-c2af3d601dae","block_type":"box","text":"damage; reimbursement or other compensation costs; and other legal and compliance expenses. Furthermore, cybersecurity","page_number":21,"box":{"x":59,"y":671,"width":876,"height":13}},{"id":"410ad0ae-3825-4e60-b243-52b37ce9d935","block_type":"box","text":"incidents may render records of a Fund, including records relating to its assets and transactions, shareholder ownership of","page_number":21,"box":{"x":60,"y":686,"width":857,"height":13}},{"id":"7af5b3e3-5aae-4ffd-b2fa-119d3fda84c8","block_type":"box","text":"Fund shares, and other data integral to a Fund’s functioning, inaccessible, inaccurate or incomplete. Power outages, natural","page_number":21,"box":{"x":60,"y":702,"width":863,"height":12}},{"id":"5a883f0a-a14a-449f-a128-f164e197da9e","block_type":"box","text":"disasters, equipment malfunctions and processing errors that threaten information and technology systems relied upon by a","page_number":21,"box":{"x":59,"y":717,"width":872,"height":12}},{"id":"cd0ecc8d-30c3-4f53-b89c-13d6fa51c69f","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":21,"box":{"x":60,"y":732,"width":849,"height":12}},{"id":"eba31589-5f76-489a-ae69-c305fe4c7f0f","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":21,"box":{"x":60,"y":747,"width":821,"height":12}},{"id":"e7f19376-03fa-46d2-ad6c-b30f68fc881f","block_type":"box","text":"learning, include data risk, transparency risk, and operational risk. The AI technologies, which are generally highly reliant on","page_number":21,"box":{"x":60,"y":762,"width":863,"height":12}},{"id":"1407ea29-6301-40b0-bd09-ac8afe22ebe6","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":21,"box":{"x":59,"y":777,"width":838,"height":13}},{"id":"d2686305-01ec-4216-8c54-82f9f9a1168b","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":21,"box":{"x":59,"y":792,"width":847,"height":13}},{"id":"24ee9d50-3c36-41c6-96c8-0873cef66049","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":21,"box":{"x":59,"y":807,"width":875,"height":13}},{"id":"b2053f8a-e24d-4db3-bc49-80dbfd34dd5a","block_type":"box","text":"and how outputs are generated. AI technologies may also allow the unintended introduction of vulnerabilities into","page_number":21,"box":{"x":59,"y":823,"width":798,"height":12}},{"id":"8da18958-87b1-45bb-b1e7-acdf1cced02f","block_type":"box","text":"infrastructures and applications. A Fund and its shareholders could be negatively impacted as a result of these risks","page_number":21,"box":{"x":60,"y":838,"width":807,"height":12}},{"id":"074061e6-ef0a-4bfc-96f3-ce4611105574","block_type":"box","text":"associated with AI technologies. AI technologies and their current and potential future applications, and the regulatory","page_number":21,"box":{"x":59,"y":853,"width":832,"height":12}},{"id":"12c79083-5f46-4ff0-b4ab-6d71066e5aa9","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":21,"box":{"x":59,"y":868,"width":877,"height":12}},{"id":"c004277a-116f-4d2f-a664-9a1f2c705923","block_type":"box","text":"capabilities or rules and the associated risks to a Fund.","page_number":21,"box":{"x":59,"y":883,"width":381,"height":12}},{"id":"52aa85d6-1db2-4def-b49e-d258f5954e68","block_type":"box","text":"9","page_number":21,"box":{"x":495,"y":916,"width":7,"height":9}},{"id":"2e742822-fb13-4f2c-8995-85b9de2002fc","block_type":"box","text":"While a Fund’s service providers are required to have appropriate operational, information security and cybersecurity risk","page_number":22,"box":{"x":59,"y":67,"width":846,"height":12}},{"id":"8d40afb0-3d1e-4b5e-9483-5401a645ec0a","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":22,"box":{"x":60,"y":82,"width":872,"height":12}},{"id":"479ff924-9e38-47a8-9884-9ffba7dc785d","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":22,"box":{"x":59,"y":97,"width":853,"height":12}},{"id":"282f5278-205c-4693-b670-401920bb0b89","block_type":"box","text":"reduce these risks through controls, procedures and oversight, including establishing business continuity plans and risk","page_number":22,"box":{"x":60,"y":112,"width":836,"height":12}},{"id":"661406f5-58fd-4593-9dd9-60c153bf0e2f","block_type":"box","text":"management systems. However, there are inherent limitations in such plans and systems, including the possibility that","page_number":22,"box":{"x":60,"y":127,"width":828,"height":12}},{"id":"e218f1be-f7d6-4955-bbb9-72278c9425ed","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":22,"box":{"x":59,"y":142,"width":862,"height":13}},{"id":"938021e0-384a-403e-8b63-5de821e23437","block_type":"box","text":"not completely eliminate the occurrence or mitigate the effects of operational or information security disruptions or failures","page_number":22,"box":{"x":60,"y":157,"width":864,"height":13}},{"id":"486d7483-8ae4-47a3-9bcc-8b07fe32ed71","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":22,"box":{"x":59,"y":172,"width":824,"height":13}},{"id":"9ece3b64-ce11-4feb-8376-c1a16a44494f","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":22,"box":{"x":60,"y":188,"width":868,"height":12}},{"id":"4fd85a52-6642-4622-b848-b6e7984a970d","block_type":"box","text":"or its service providers, counterparties, and other third parties whose activities affect the Fund.","page_number":22,"box":{"x":59,"y":203,"width":661,"height":12}},{"id":"47a8a2be-0ada-4c2a-8323-2e41eb30d07d","block_type":"box","text":"Lastly, the regulatory climate governing cybersecurity and data protection is developing quickly and may vary considerably","page_number":22,"box":{"x":60,"y":229,"width":858,"height":12}},{"id":"7203530e-a029-430a-b2ff-3bb82203ae18","block_type":"box","text":"across jurisdictions. Regulators continue to develop new rules and standards related to cybersecurity and data protection.","page_number":22,"box":{"x":59,"y":244,"width":852,"height":13}},{"id":"3990abcc-708c-4dd1-b37c-b03f1f090b3f","block_type":"box","text":"Compliance with evolving regulations can be demanding and costly, requiring substantial resources to monitor and","page_number":22,"box":{"x":59,"y":259,"width":807,"height":13}},{"id":"4a6c4bdf-12d0-4d0f-a5d3-d0ba9e1ec391","block_type":"box","text":"implement required changes.","page_number":22,"box":{"x":60,"y":274,"width":203,"height":13}},{"id":"77de07e6-f276-4671-815b-1d2bd4ae7495","block_type":"box","text":"Reference Rate Replacement Risk.","page_number":22,"box":{"x":60,"y":301,"width":244,"height":12}},{"id":"c4830451-18c8-467d-821a-4a92ab6bde34","block_type":"box","text":"The Fund or Underlying Fund may be exposed to financial instruments that recently","page_number":22,"box":{"x":312,"y":301,"width":588,"height":12}},{"id":"84901849-9157-47b0-b8f1-3c48e3614023","block_type":"box","text":"transitioned from, or continue to be tied to, the London Interbank Offered Rate (“LIBOR”) to determine payment obligations,","page_number":22,"box":{"x":59,"y":316,"width":870,"height":12}},{"id":"c4eb8886-5dd4-41a5-856a-bf7e87e7b321","block_type":"box","text":"financing terms, hedging strategies or investment value. The United Kingdom’s Financial Conduct Authority (“FCA”), which","page_number":22,"box":{"x":59,"y":331,"width":862,"height":13}},{"id":"334ab080-522d-4264-b2a6-2028f3beff72","block_type":"box","text":"regulates LIBOR, has ceased publishing all LIBOR settings. In April 2023, however, the FCA announced that some USD LIBOR","page_number":22,"box":{"x":60,"y":346,"width":869,"height":13}},{"id":"d796c4cd-190b-4987-92cb-c0287300a146","block_type":"box","text":"settings will continue to be published under a synthetic methodology until September 30, 2024 for certain legacy contracts.","page_number":22,"box":{"x":59,"y":361,"width":865,"height":13}},{"id":"29069cf6-2fac-43d8-90aa-eae27eb0e329","block_type":"box","text":"The Secured Overnight Financing Rate (“SOFR”), which is a broad measure of the cost of borrowing cash overnight","page_number":22,"box":{"x":59,"y":377,"width":808,"height":12}},{"id":"8137853e-fe03-4194-b5fb-353997ccf965","block_type":"box","text":"collateralized by U.S. Treasury securities in the repurchase agreement market, has been used increasingly on a voluntary basis","page_number":22,"box":{"x":59,"y":392,"width":878,"height":12}},{"id":"cf005190-f03e-42bc-b354-bdba4c8ec221","block_type":"box","text":"in new instruments and transactions. Under U.S. regulations that implement a statutory fallback mechanism to replace","page_number":22,"box":{"x":60,"y":407,"width":831,"height":12}},{"id":"25656154-0249-4ab3-a796-5bd3106a7bbe","block_type":"box","text":"LIBOR, benchmark rates based on SOFR have replaced LIBOR in different categories of financial contracts.","page_number":22,"box":{"x":60,"y":422,"width":739,"height":12}},{"id":"590a8066-9564-4dd8-9d3d-6b6bb20335c1","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":22,"box":{"x":60,"y":448,"width":841,"height":13}},{"id":"c20aa185-d9c5-4a96-9877-5f57243d6b6c","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":22,"box":{"x":60,"y":463,"width":876,"height":13}},{"id":"029764a4-8a7c-4f25-9a16-6c696d300c53","block_type":"box","text":"methodology, there may be significant uncertainty regarding the effectiveness of any such alternative methodologies to","page_number":22,"box":{"x":60,"y":479,"width":836,"height":12}},{"id":"d316d1a4-2a55-4fc6-83f0-d50ee70decb4","block_type":"box","text":"replicate LIBOR. Not all existing LIBOR-based instruments may have alternative rate-setting provisions and there remains","page_number":22,"box":{"x":60,"y":494,"width":843,"height":12}},{"id":"da2b150c-25f3-4c08-aecf-7764b00875e4","block_type":"box","text":"uncertainty regarding the willingness and ability of issuers to add alternative rate-setting provisions in certain existing","page_number":22,"box":{"x":60,"y":509,"width":822,"height":12}},{"id":"836b9d27-e8fe-4cdf-be11-77145a8dc005","block_type":"box","text":"instruments. Parties to contracts, securities, or other instruments using LIBOR may disagree on transition rates or the","page_number":22,"box":{"x":60,"y":524,"width":820,"height":12}},{"id":"9db55e2b-15f5-46a9-8eb9-ed0860b79fb2","block_type":"box","text":"application of transition regulation, potentially resulting in uncertainty of performance and the possibility of litigation. The","page_number":22,"box":{"x":59,"y":539,"width":854,"height":12}},{"id":"7b8fda30-17f9-4c1c-afe2-1fe79e7778e1","block_type":"box","text":"Fund or the Underlying Fund may have instruments linked to other interbank offered rates that may also cease to be","page_number":22,"box":{"x":60,"y":554,"width":812,"height":13}},{"id":"03457108-7ada-4661-97e9-cd20780cb04a","block_type":"box","text":"published in the future.","page_number":22,"box":{"x":59,"y":569,"width":162,"height":13}},{"id":"246b2127-75ee-41bb-bd05-fc47ae1d0473","block_type":"box","text":"Risk of Derivatives.","page_number":22,"box":{"x":60,"y":596,"width":135,"height":10}},{"id":"3f4fedf8-339d-4f22-9d3c-b10eab677e26","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":22,"box":{"x":204,"y":596,"width":700,"height":12}},{"id":"ec3902fb-c218-4e7d-8399-211932764ab2","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":22,"box":{"x":60,"y":611,"width":877,"height":12}},{"id":"4638855c-6c91-4dd0-a40b-78c4701710d6","block_type":"box","text":"such as the S&P 500 or the prime lending rate). The Fund and the Underlying Fund may invest in stock index futures","page_number":22,"box":{"x":59,"y":626,"width":814,"height":12}},{"id":"4bb4c38a-403c-4b4d-a352-cf8803428d87","block_type":"box","text":"contracts, securities options and other derivatives. Compared to securities, derivatives can be more sensitive to changes in","page_number":22,"box":{"x":59,"y":641,"width":855,"height":12}},{"id":"2edeaead-aee0-44d3-bd42-1537e5b4d5ef","block_type":"box","text":"interest rates or to sudden fluctuations in market prices and thus the Fund’s or an Underlying Fund’s losses may be greater if","page_number":22,"box":{"x":60,"y":656,"width":874,"height":13}},{"id":"cad740b6-b722-445f-ae82-0745372c9bf2","block_type":"box","text":"it invests in derivatives than if it invests only in conventional securities. Derivatives are also subject to counterparty risk, which","page_number":22,"box":{"x":60,"y":671,"width":877,"height":13}},{"id":"66556f24-71ef-4fb6-9e40-229c50e69ad9","block_type":"box","text":"is the risk that the other party in the transaction will not fulfill its contractual obligations. Derivatives generally involve the","page_number":22,"box":{"x":60,"y":686,"width":846,"height":13}},{"id":"2843443e-6a9b-41b5-9249-83434c8aedd1","block_type":"box","text":"incurrence of leverage.","page_number":22,"box":{"x":60,"y":702,"width":157,"height":12}},{"id":"b548bbff-acf6-41c0-8570-61f56ed9d046","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":22,"box":{"x":59,"y":728,"width":868,"height":12}},{"id":"f08c7fd2-fb4d-427b-b386-5934639c1430","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":22,"box":{"x":60,"y":743,"width":856,"height":12}},{"id":"457485b2-cf43-4d20-9508-a2542ed36376","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":22,"box":{"x":59,"y":758,"width":853,"height":13}},{"id":"7bd34403-4f53-4376-91e7-9b9bf0ea5603","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":22,"box":{"x":60,"y":773,"width":872,"height":13}},{"id":"3880c21e-6738-4e56-ac18-fdd59ace99d6","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":22,"box":{"x":59,"y":788,"width":847,"height":13}},{"id":"5724ece9-fc6f-4e19-bfa7-bc63a6333e5a","block_type":"box","text":"hedging transactions, which entail additional transaction costs, will be effective.","page_number":22,"box":{"x":60,"y":804,"width":557,"height":12}},{"id":"1f3db0a6-7fd5-457f-a554-e472557532f1","block_type":"box","text":"Risks of Equity Securities.","page_number":22,"box":{"x":60,"y":830,"width":183,"height":12}},{"id":"a251ac23-ee5e-4219-93a5-d9417222a885","block_type":"box","text":"An investment in the Fund should be made with an understanding that the value of the","page_number":22,"box":{"x":252,"y":830,"width":611,"height":12}},{"id":"7adeb4e3-2e40-4d0d-8216-28795d115a19","block_type":"box","text":"Underlying Fund’s portfolio securities may fluctuate in accordance with changes in the financial condition of the issuers of","page_number":22,"box":{"x":60,"y":845,"width":858,"height":13}},{"id":"a0dc0e69-0045-4cf2-a7a4-4ab151a24bf1","block_type":"box","text":"the portfolio securities, the value of preferred or common stocks in general and other factors that affect the market. An","page_number":22,"box":{"x":59,"y":860,"width":832,"height":13}},{"id":"98bba32b-4722-4bb4-8a43-d466346e1915","block_type":"box","text":"investment in the Fund should also be made with an understanding of the risks inherent in an investment in equity securities,","page_number":22,"box":{"x":60,"y":875,"width":876,"height":13}},{"id":"f91c77db-fe43-4080-b12f-4cae5682a523","block_type":"box","text":"10","page_number":22,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"944c1730-db67-4d18-81c8-1105caad514f","block_type":"box","text":"including the risk that the financial condition of issuers may become impaired or that the general condition of the stock","page_number":23,"box":{"x":60,"y":67,"width":836,"height":12}},{"id":"d34654a1-d79b-4899-9bd6-571f6d1a98a9","block_type":"box","text":"market may deteriorate (either of which may cause a decrease in the value of the portfolio securities and thus in the value of","page_number":23,"box":{"x":60,"y":82,"width":871,"height":12}},{"id":"1c8c8fc1-5ed9-40a2-b444-46e023689463","block_type":"box","text":"shares of the Underlying Fund). Common stocks are susceptible to general stock market fluctuations and to volatile increases","page_number":23,"box":{"x":59,"y":97,"width":879,"height":12}},{"id":"03d1a082-b3c6-4f56-8113-b59b535dde64","block_type":"box","text":"and decreases in value as market confidence and perceptions of their issuers change. These investor perceptions are based","page_number":23,"box":{"x":59,"y":112,"width":861,"height":12}},{"id":"f68210f3-92d7-405c-8cbb-1546630d6e5a","block_type":"box","text":"on various and unpredictable factors, including expectations regarding government, economic, monetary and fiscal policies,","page_number":23,"box":{"x":59,"y":127,"width":869,"height":12}},{"id":"b44c7431-24b9-4937-80f3-0efd217225c4","block_type":"box","text":"inflation and interest rates, economic expansion or contraction and global or regional political, economic or banking crises.","page_number":23,"box":{"x":60,"y":142,"width":859,"height":13}},{"id":"87c0c565-daa7-4673-8f76-567eee1ee6b1","block_type":"box","text":"Holders of common stocks incur more risk than holders of preferred stocks and debt obligations because common","page_number":23,"box":{"x":60,"y":157,"width":804,"height":13}},{"id":"04b305ef-9c0d-4007-9ae0-70f917bc9174","block_type":"box","text":"stockholders generally have rights to receive payments from the issuer inferior to the rights of creditors or holders of debt","page_number":23,"box":{"x":59,"y":172,"width":852,"height":13}},{"id":"cff55d3e-a5f9-403d-9505-aa555c00c265","block_type":"box","text":"obligations or preferred stocks. Further, unlike debt securities which typically have a stated principal amount payable at","page_number":23,"box":{"x":59,"y":188,"width":833,"height":12}},{"id":"d61b9a9c-a335-45ac-971c-b27bcce8a69e","block_type":"box","text":"maturity (whose value, however, is subject to market fluctuations prior to maturity), or preferred stocks, which typically have","page_number":23,"box":{"x":60,"y":203,"width":872,"height":12}},{"id":"0136d1b4-5750-4dac-9e7b-f0f863f1a540","block_type":"box","text":"a liquidation preference and which may have stated optional or mandatory redemption provisions, common stocks have","page_number":23,"box":{"x":59,"y":218,"width":842,"height":12}},{"id":"159e86b0-fda6-49c3-b2db-b59bc37eddba","block_type":"box","text":"neither a fixed principal amount nor a maturity.","page_number":23,"box":{"x":60,"y":233,"width":329,"height":12}},{"id":"3f920435-b59b-4bb3-9235-05277afb0432","block_type":"box","text":"Risk of Futures and Options on Futures Transactions.","page_number":23,"box":{"x":60,"y":259,"width":381,"height":13}},{"id":"d391711d-5734-41ea-a374-4e3ea28e26c2","block_type":"box","text":"There are several risks accompanying the utilization of futures","page_number":23,"box":{"x":450,"y":259,"width":433,"height":13}},{"id":"29a41a54-a2ce-4103-be51-2d3665498bc1","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":23,"box":{"x":59,"y":274,"width":859,"height":13}},{"id":"7ff7d49c-1957-46fb-90d2-c589c8148abb","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":23,"box":{"x":59,"y":290,"width":819,"height":12}},{"id":"ceee1863-a30f-4944-b78c-4e984fcd3e78","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":23,"box":{"x":59,"y":305,"width":821,"height":12}},{"id":"29adf592-3ef1-4d68-baa9-fc35c4f2a041","block_type":"box","text":"contract at a specified time. Futures contracts, by definition, project price levels in the future and not current levels of","page_number":23,"box":{"x":59,"y":320,"width":821,"height":12}},{"id":"9e31bd7e-3393-447d-a69b-a1e09622c78f","block_type":"box","text":"valuation; therefore, market circumstances may result in a discrepancy between the price of the future and the movement in","page_number":23,"box":{"x":59,"y":335,"width":870,"height":12}},{"id":"0b4177ea-fe13-4e77-9b3d-99d02693ea46","block_type":"box","text":"the Fund’s underlying instrument. In the event of adverse price movements, the Fund would continue to be required to make","page_number":23,"box":{"x":59,"y":350,"width":874,"height":12}},{"id":"cdd80091-262a-412b-baf3-18d71cd6b5e2","block_type":"box","text":"daily cash payments to maintain its required margin. In such situations, if the Fund has insufficient cash, it may have to sell","page_number":23,"box":{"x":59,"y":365,"width":858,"height":13}},{"id":"26f13088-40a5-47d0-970e-a9c80f8ad04a","block_type":"box","text":"portfolio securities to meet daily margin requirements at a time when it may be disadvantageous to do so. In addition, the","page_number":23,"box":{"x":59,"y":380,"width":852,"height":13}},{"id":"0baf1207-7b68-4e11-b714-a68ed4815e12","block_type":"box","text":"Fund may be required to deliver the instruments underlying the futures contracts it has sold.","page_number":23,"box":{"x":60,"y":395,"width":645,"height":13}},{"id":"86055fba-760d-41b5-bd96-2428e4dffd63","block_type":"box","text":"The risk of loss in trading futures contracts or uncovered call options in some strategies (","page_number":23,"box":{"x":59,"y":422,"width":623,"height":12}},{"id":"5e79c2a5-a8b5-4462-9e74-3a16d75a1a66","block_type":"box","text":"e.g.","page_number":23,"box":{"x":683,"y":425,"width":23,"height":9}},{"id":"b6be565a-ce11-4c3b-8701-b982a10b80df","block_type":"box","text":", selling uncovered stock index","page_number":23,"box":{"x":708,"y":422,"width":214,"height":12}},{"id":"c325f9ad-baba-4f8c-ba6a-6119b89ad974","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":23,"box":{"x":59,"y":437,"width":864,"height":12}},{"id":"372e6706-3f16-4516-bba1-d330abbbd714","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":23,"box":{"x":59,"y":452,"width":851,"height":12}},{"id":"1df614c4-eac1-467e-abeb-dc61ab924881","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":23,"box":{"x":60,"y":467,"width":842,"height":13}},{"id":"e00688ac-5667-47b7-bd36-19916e697c2b","block_type":"box","text":"relative to the size of a required margin deposit. The Fund, however, intends to utilize futures and options contracts in a","page_number":23,"box":{"x":60,"y":482,"width":832,"height":13}},{"id":"18989509-dc6b-4ed8-bab9-2099a1c00c37","block_type":"box","text":"manner designed to limit its risk exposure to levels comparable to a direct investment in the types of stocks in which it","page_number":23,"box":{"x":60,"y":497,"width":828,"height":13}},{"id":"f227aa72-f7b2-4d74-a3c6-f220f39c26df","block_type":"box","text":"invests.","page_number":23,"box":{"x":60,"y":514,"width":50,"height":8}},{"id":"f8559d24-f22e-4728-a95f-5bf6aa110b9c","block_type":"box","text":"Utilization of futures and options on futures by the Fund involves the risk of loss of margin deposits in the event of","page_number":23,"box":{"x":60,"y":539,"width":798,"height":12}},{"id":"35d2af38-1a78-4609-8890-127c5fb85b89","block_type":"box","text":"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":23,"box":{"x":60,"y":554,"width":858,"height":13}},{"id":"e2f51c83-353a-4c6c-8927-6051fb2873fb","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":23,"box":{"x":59,"y":569,"width":848,"height":13}},{"id":"4ad22518-01d7-41e7-8c71-f0b43c5bed31","block_type":"box","text":"Because the futures market generally imposes less burdensome margin requirements than the securities market, an","page_number":23,"box":{"x":60,"y":596,"width":809,"height":12}},{"id":"b37a771a-3409-41d1-96b9-00c9d1631437","block_type":"box","text":"increased amount of participation by speculators in the futures market could result in price fluctuations. Certain financial","page_number":23,"box":{"x":60,"y":611,"width":844,"height":12}},{"id":"a808ca51-0499-42f0-a306-de20af9ed1ae","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":23,"box":{"x":59,"y":626,"width":863,"height":12}},{"id":"16fc4c09-3f10-4e8f-8ba2-e9fea1378a1c","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":23,"box":{"x":60,"y":641,"width":815,"height":12}},{"id":"f7bd5ae5-49f5-4f01-a718-14872701f9bf","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":23,"box":{"x":59,"y":656,"width":859,"height":13}},{"id":"3039b16a-c67f-4090-b9fb-7bec84a2fef7","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":23,"box":{"x":59,"y":671,"width":840,"height":13}},{"id":"b6057770-4336-4a43-a4a2-9db15ff96751","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":23,"box":{"x":60,"y":686,"width":869,"height":13}},{"id":"674ac8ca-a615-4a30-8e52-54b86e2ecc31","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":23,"box":{"x":59,"y":702,"width":870,"height":12}},{"id":"bdaca9f6-8295-49a3-b2f8-190472418998","block_type":"box","text":"required to make daily cash payments of variation margin.","page_number":23,"box":{"x":60,"y":717,"width":405,"height":12}},{"id":"d6d55f18-d004-4d7e-b891-0c73d9513823","block_type":"box","text":"Tracking Error Risk.","page_number":23,"box":{"x":58,"y":743,"width":142,"height":12}},{"id":"fda0889f-673e-4268-b417-4c247d3fdf25","block_type":"box","text":"The Underlying Fund may be subject to tracking error, which is the divergence of a fund’s performance","page_number":23,"box":{"x":208,"y":743,"width":721,"height":12}},{"id":"1f18b032-3437-496b-a128-9f9594b3491d","block_type":"box","text":"from that of its underlying index. Tracking error may occur because of differences between the securities and other","page_number":23,"box":{"x":59,"y":758,"width":806,"height":13}},{"id":"b0b8e217-ded3-42c3-b5b1-4ceda7bef80f","block_type":"box","text":"instruments held in a fund’s portfolio and those included in the Underlying Fund’s underlying index, pricing differences,","page_number":23,"box":{"x":60,"y":773,"width":834,"height":13}},{"id":"fd986669-2a76-4e27-a3fe-1e53f7caead3","block_type":"box","text":"transaction costs incurred by the Underlying Fund, Underlying Fund’s holding of uninvested cash, differences in timing of the","page_number":23,"box":{"x":59,"y":788,"width":875,"height":13}},{"id":"b2483834-3967-49c6-87fc-00257117d8a0","block_type":"box","text":"accrual of or the valuation of dividends or interest received by the Underlying Fund or distributions paid to the Underlying","page_number":23,"box":{"x":59,"y":804,"width":849,"height":12}},{"id":"538144ef-6247-4cfa-b239-b6695ab23729","block_type":"box","text":"Fund’s shareholders, the requirements to maintain pass-through tax treatment, portfolio transactions carried out to minimize","page_number":23,"box":{"x":60,"y":819,"width":876,"height":12}},{"id":"463816ce-b724-48cb-854f-d47451ea0047","block_type":"box","text":"the distribution of capital gains to shareholders, acceptance of custom baskets, changes to the Underlying Fund’s underlying","page_number":23,"box":{"x":59,"y":834,"width":874,"height":12}},{"id":"8cd98ae7-fc3f-40ac-8e06-2d6d4190ae29","block_type":"box","text":"index or the costs to the Underlying Fund of complying with various new or existing regulatory requirements. This risk may","page_number":23,"box":{"x":60,"y":849,"width":862,"height":12}},{"id":"79600b4b-8830-405d-ab0f-95a692d0f2e0","block_type":"box","text":"be heightened during times of increased market volatility or other unusual market conditions. Tracking error also may result","page_number":23,"box":{"x":60,"y":864,"width":867,"height":12}},{"id":"45811f2c-3176-4e30-8aa4-748136ef67d0","block_type":"box","text":"because a fund incurs fees and expenses, while such a fund’s underlying index does not. When an issuer is introduced by an","page_number":23,"box":{"x":60,"y":879,"width":868,"height":13}},{"id":"4f72c9df-195a-4dbc-89a2-2ba4163ddc8e","block_type":"box","text":"11","page_number":23,"box":{"x":492,"y":916,"width":12,"height":9}},{"id":"c0a9e7c4-338a-469a-9db3-42c92df551f4","block_type":"box","text":"index provider into an index tracked by the Underlying Fund, BFA may conduct an analysis on such issuer’s securities to","page_number":24,"box":{"x":60,"y":67,"width":836,"height":12}},{"id":"93d76426-6912-45a2-a5ab-faf7acab1bc4","block_type":"box","text":"identify and screen for outlier high risk behavior (such as rapid or unusual price growth that does not appear to be supported","page_number":24,"box":{"x":60,"y":82,"width":876,"height":12}},{"id":"5269e492-fc67-40c9-93a2-51d8ab66ac8a","block_type":"box","text":"by publicly available information on the business and assets of the issuer, unusual or significant short interest or lending","page_number":24,"box":{"x":60,"y":97,"width":838,"height":12}},{"id":"6288f896-5574-486d-b07b-b8eda41479a1","block_type":"box","text":"activity, negative sentiment, suspended trading or incorrect free-float calculations, which could be indicators of possible","page_number":24,"box":{"x":59,"y":112,"width":840,"height":12}},{"id":"c65fd270-36e3-461c-9330-4ab194538fea","block_type":"box","text":"irregularities, miscalculations or even fraud).","page_number":24,"box":{"x":60,"y":127,"width":309,"height":12}},{"id":"2be1799a-e47c-40ed-9e5d-e47e1dcde32e","block_type":"box","text":"If it identifies such behavior, BFA may, where appropriate, alert the index provider as to the alleged issue. The index provider","page_number":24,"box":{"x":60,"y":154,"width":863,"height":12}},{"id":"6b4210ef-6072-4776-8d63-da4ec3f09a44","block_type":"box","text":"has sole discretion for the determination as to whether to continue to include the issuer’s securities in the re-balancing of its","page_number":24,"box":{"x":60,"y":169,"width":870,"height":12}},{"id":"1bfaf860-5c27-49ef-8f35-98bbd7ae9140","block_type":"box","text":"index. If the securities continue to be included in the index, BFA may underweight or exclude such securities from the","page_number":24,"box":{"x":60,"y":184,"width":820,"height":12}},{"id":"f351fe0b-eba3-4799-b096-4d06afbbc769","block_type":"box","text":"Underlying Fund’s portfolio and, if it does so, such a fund will be subject to increased tracking error due to the divergence in","page_number":24,"box":{"x":60,"y":199,"width":865,"height":12}},{"id":"e49d58ed-319a-4f6a-9189-00ee33faf21a","block_type":"box","text":"the securities included in its portfolio from its underlying index. The application of the above-mentioned analysis and","page_number":24,"box":{"x":59,"y":214,"width":819,"height":12}},{"id":"67038ca4-cfe2-468b-97c4-7bb4240ceae0","block_type":"box","text":"screening to the Underlying Fund and its underlying index is in the sole discretion of BFA and its affiliates (without any","page_number":24,"box":{"x":59,"y":229,"width":828,"height":12}},{"id":"dd9abb3a-95b8-4204-a80b-1af2de87d71e","block_type":"box","text":"guarantees). The analysis and screening may not exclude any or all high risk securities from the Underlying Fund’s portfolio,","page_number":24,"box":{"x":59,"y":244,"width":867,"height":13}},{"id":"13a4705b-0b6c-4a62-8450-4f43326c6252","block_type":"box","text":"and the inclusion of such securities will result in an adverse impact to such a Fund’s net asset value if one or more such","page_number":24,"box":{"x":59,"y":259,"width":835,"height":13}},{"id":"97916143-b8d6-486e-8792-60d718f5635f","block_type":"box","text":"securities declines in value.","page_number":24,"box":{"x":59,"y":274,"width":188,"height":10}},{"id":"217c14f0-0f45-4779-a9f6-aa9d276abfdd","block_type":"box","text":"Risk of Investing in the U.S.","page_number":24,"box":{"x":60,"y":301,"width":194,"height":12}},{"id":"9dcbaeee-8144-4b18-9ed5-9b702f7c3b85","block_type":"box","text":"A decrease in imports or exports, changes in trade regulations, inflation and/or an economic","page_number":24,"box":{"x":263,"y":301,"width":649,"height":12}},{"id":"2a3b978b-348d-41ef-995f-2ffeda173652","block_type":"box","text":"recession in the U.S. may have a material adverse effect on the U.S. economy and the securities listed on U.S. exchanges.","page_number":24,"box":{"x":60,"y":316,"width":840,"height":12}},{"id":"6cc152da-66be-4687-8462-5cafcc911897","block_type":"box","text":"Proposed and adopted policy and legislative changes in the U.S. are changing many aspects of financial, commercial, public","page_number":24,"box":{"x":60,"y":331,"width":864,"height":13}},{"id":"d7761ff0-11fd-4b35-b587-a9ee02b84530","block_type":"box","text":"health, environmental, and other regulation and may have a significant effect on U.S. markets generally, as well as on the","page_number":24,"box":{"x":60,"y":346,"width":842,"height":13}},{"id":"34456828-6f0a-42f5-8aa6-317bdf94890b","block_type":"box","text":"value of certain securities. Governmental agencies project that the U.S. will continue to maintain elevated public debt levels","page_number":24,"box":{"x":59,"y":361,"width":861,"height":13}},{"id":"888d25de-dd6d-44d3-b2d9-0bace6542ad6","block_type":"box","text":"for the foreseeable future. Although elevated debt levels do not necessarily indicate or cause economic problems, elevated","page_number":24,"box":{"x":59,"y":377,"width":856,"height":12}},{"id":"875794a4-cb87-412e-9262-8952346a8464","block_type":"box","text":"public debt service costs may constrain future economic growth. Circumstances could arise that could prevent the timely","page_number":24,"box":{"x":59,"y":392,"width":850,"height":12}},{"id":"9c178978-15a5-4fe4-bbb2-d5a13c29cc96","block_type":"box","text":"payment of interest or principal on U.S. government debt, such as reaching the legislative “debt ceiling.” Such non-payment","page_number":24,"box":{"x":59,"y":407,"width":865,"height":12}},{"id":"a0157bb4-d967-430c-a37f-06d779579fc8","block_type":"box","text":"would result in substantial negative consequences for the U.S. economy and the global financial system.","page_number":24,"box":{"x":59,"y":422,"width":728,"height":12}},{"id":"be8b8445-1f89-4c41-b5f9-7da34a50766d","block_type":"box","text":"If U.S. relations with certain countries deteriorate, it could adversely affect U.S. issuers as well as non-U.S. issuers that rely on","page_number":24,"box":{"x":60,"y":448,"width":870,"height":13}},{"id":"0288b640-a112-429e-9bd2-ade9d324b94d","block_type":"box","text":"the U.S. for trade. The U.S. has also experienced increased internal unrest and discord. If these trends were to continue, it","page_number":24,"box":{"x":59,"y":463,"width":846,"height":13}},{"id":"3496b849-f834-4fe5-b56a-6c49c6c32f76","block_type":"box","text":"may have an adverse impact on the U.S. economy and the issuers in which the Fund or the Underlying Fund invests.","page_number":24,"box":{"x":60,"y":479,"width":810,"height":12}},{"id":"bb26a636-8714-4a00-93e3-a86b7af796eb","block_type":"box","text":"Risk of Investing in the Consumer Discretionary Sector.","page_number":24,"box":{"x":60,"y":505,"width":396,"height":12}},{"id":"9cdefeac-9682-4d95-af77-76eab8a7bd37","block_type":"box","text":"Companies engaged in the design, production or distribution of","page_number":24,"box":{"x":466,"y":505,"width":446,"height":12}},{"id":"d661f9ac-74be-4a32-9acb-e4b82d4db2c0","block_type":"box","text":"products or services for the consumer discretionary sector (including, without limitation, television and radio broadcasting,","page_number":24,"box":{"x":59,"y":520,"width":862,"height":12}},{"id":"5e392f55-fb47-49cd-87a0-3322e3dc1c8f","block_type":"box","text":"manufacturing, publishing, recording and musical instruments, motion pictures, photography, amusement and theme parks,","page_number":24,"box":{"x":60,"y":535,"width":871,"height":13}},{"id":"af7aa7c0-b3a2-40d4-a1eb-31846f413876","block_type":"box","text":"gaming casinos, sporting goods and sports arenas, camping and recreational equipment, toys and games, apparel, travel","page_number":24,"box":{"x":59,"y":550,"width":851,"height":13}},{"id":"60096245-13a6-48b2-b99c-72b99a04f51f","block_type":"box","text":"related services, automobiles, hotels and motels, and fast food and other restaurants) are subject to the risk that their","page_number":24,"box":{"x":60,"y":566,"width":822,"height":12}},{"id":"7f560ebd-a512-4d24-8e73-2de9cb1dd7e7","block_type":"box","text":"products or services may become obsolete quickly. The success of these companies can depend heavily on disposable","page_number":24,"box":{"x":59,"y":581,"width":827,"height":12}},{"id":"3d4bc968-6463-4842-9a60-00dd06d6c7db","block_type":"box","text":"household income and consumer spending. During periods of an expanding economy, the consumer discretionary sector","page_number":24,"box":{"x":60,"y":596,"width":850,"height":12}},{"id":"3fe58dc0-4502-4f6d-8377-897653ae50a9","block_type":"box","text":"may outperform the consumer staples sector, but may underperform when economic conditions worsen. Moreover, the","page_number":24,"box":{"x":60,"y":611,"width":838,"height":12}},{"id":"5792a872-0aa4-4cc6-933d-339fdaf7196c","block_type":"box","text":"consumer discretionary sector can be significantly affected by several factors, including, without limitation, the performance","page_number":24,"box":{"x":59,"y":626,"width":870,"height":12}},{"id":"20c39da3-e1a8-49a2-9e51-c68bd4949d2d","block_type":"box","text":"of domestic and international economies, exchange rates, changing consumer preferences, demographics, marketing","page_number":24,"box":{"x":59,"y":641,"width":824,"height":12}},{"id":"3b0f2df7-1517-44be-9737-60fa34920203","block_type":"box","text":"campaigns, cyclical revenue generation, consumer confidence, commodity price volatility, labor relations, interest rates,","page_number":24,"box":{"x":59,"y":656,"width":835,"height":13}},{"id":"6d21f7e4-af15-41a5-9fde-2eb7fa2d7538","block_type":"box","text":"import and export controls, intense competition, technological developments and government regulation.","page_number":24,"box":{"x":60,"y":671,"width":741,"height":13}},{"id":"9de984f3-e7db-4672-9699-0f451db1189b","block_type":"box","text":"Risk of Investing in the Consumer Staples Sector.","page_number":24,"box":{"x":60,"y":698,"width":351,"height":12}},{"id":"f62d632d-9f44-4a93-953c-33220d244e9d","block_type":"box","text":"Companies in the consumer staples sector may be adversely affected by","page_number":24,"box":{"x":421,"y":698,"width":504,"height":12}},{"id":"89a3d84b-8934-4a86-a7b1-4637cbe486d7","block_type":"box","text":"changes in the global economy, consumer spending, competition, demographics and consumer preferences, and production","page_number":24,"box":{"x":59,"y":713,"width":873,"height":12}},{"id":"3812d189-9a65-4b9b-86a8-32e275a29b96","block_type":"box","text":"spending. Companies in the consumer staples sector may also be affected by changes in global economic, environmental","page_number":24,"box":{"x":59,"y":728,"width":848,"height":12}},{"id":"a7197df5-304a-4b27-bd67-9bb79483c8b4","block_type":"box","text":"and political events, economic conditions, the depletion of resources, and government regulation. For instance, government","page_number":24,"box":{"x":59,"y":743,"width":868,"height":12}},{"id":"21ff2058-e616-410b-9c4d-f640542d2047","block_type":"box","text":"regulations may affect the permissibility of using various food additives and production methods of companies that make","page_number":24,"box":{"x":60,"y":758,"width":850,"height":13}},{"id":"dd6d8abc-458e-4836-bce2-e4219475da74","block_type":"box","text":"food products, which could affect company profitability. In addition, tobacco companies may be adversely affected by the","page_number":24,"box":{"x":59,"y":773,"width":849,"height":13}},{"id":"7609e920-f435-4886-bd8e-d323f4376b38","block_type":"box","text":"adoption of proposed legislation and/or by litigation. Companies in the consumer staples sector also may be subject to risks","page_number":24,"box":{"x":59,"y":788,"width":870,"height":13}},{"id":"ec0cb87a-e8f5-4d96-a489-faaa7116cf19","block_type":"box","text":"pertaining to the supply of, demand for and prices of raw materials. The prices of raw materials fluctuate in response to a","page_number":24,"box":{"x":59,"y":804,"width":848,"height":12}},{"id":"1aba73b8-f383-4a68-8e52-a352a474e9a2","block_type":"box","text":"number of factors, including, without limitation, changes in government agricultural support programs, exchange rates,","page_number":24,"box":{"x":60,"y":819,"width":838,"height":12}},{"id":"d7e683d0-de76-4dfe-ae32-f7a7458ee0c8","block_type":"box","text":"import and export controls, changes in international agricultural and trading policies, and seasonal and weather conditions.","page_number":24,"box":{"x":60,"y":834,"width":864,"height":12}},{"id":"9524b8ae-a01d-4940-a7ae-181664c6dafa","block_type":"box","text":"Companies in the consumer staples sector may be subject to severe competition, which may also have an adverse impact on","page_number":24,"box":{"x":59,"y":849,"width":873,"height":12}},{"id":"770a3484-3f39-498b-a0f6-6ee2115fa6e0","block_type":"box","text":"their profitability.","page_number":24,"box":{"x":59,"y":864,"width":117,"height":12}},{"id":"cd534e77-1eb4-47bf-a593-57f44a1abaa1","block_type":"box","text":"12","page_number":24,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"1318abf7-422a-4722-8b46-6fad1ff3ce1e","block_type":"box","text":"Risk of Investing in the Energy Sector.","page_number":25,"box":{"x":60,"y":67,"width":270,"height":12}},{"id":"40d64468-ab4f-4d40-b028-de0c4fa59735","block_type":"box","text":"Companies in the energy sector are strongly affected by the changes in and volatility","page_number":25,"box":{"x":339,"y":67,"width":591,"height":12}},{"id":"8d158a26-476d-4ba6-9286-45650049091d","block_type":"box","text":"of global energy prices, energy supply and demand, government regulations and policies, energy production and","page_number":25,"box":{"x":59,"y":82,"width":789,"height":12}},{"id":"5ff06f82-ab48-40b0-919f-887cfa848f98","block_type":"box","text":"conservation efforts, technological change, development of alternative energy sources, and other factors that they cannot","page_number":25,"box":{"x":59,"y":97,"width":854,"height":12}},{"id":"0694dc2e-060e-4377-b722-31013a8f8959","block_type":"box","text":"control. Energy companies may have relatively high levels of debt and may be more likely to restructure their businesses if","page_number":25,"box":{"x":59,"y":112,"width":853,"height":12}},{"id":"95b4b37b-75b7-4b3a-bfd8-3844ed3b3af9","block_type":"box","text":"there are downturns in energy markets or in the global economy. If an energy company in an Underlying Fund’s portfolio","page_number":25,"box":{"x":59,"y":127,"width":843,"height":12}},{"id":"94ef2b2b-2af1-4bfe-85db-f5f33877f606","block_type":"box","text":"becomes distressed, an Underlying Fund could lose all or a substantial portion of its investment. The energy sector is cyclical","page_number":25,"box":{"x":60,"y":142,"width":870,"height":13}},{"id":"535b4c26-c929-4dd4-9e0f-e8ce4d518ac1","block_type":"box","text":"and is highly dependent on commodity prices. Prices and supplies of energy may fluctuate significantly over short and long","page_number":25,"box":{"x":59,"y":157,"width":863,"height":13}},{"id":"f9956594-6bf0-412d-a9de-a2285d980cdd","block_type":"box","text":"periods of time due to, among other things, national and international political changes, Organization of Petroleum Exporting","page_number":25,"box":{"x":59,"y":172,"width":876,"height":13}},{"id":"1f7f85ad-ad3a-4776-921d-a39451da94d6","block_type":"box","text":"Countries (“OPEC”) policies, changes in relationships among OPEC members and between OPEC and oil-importing nations,","page_number":25,"box":{"x":59,"y":188,"width":866,"height":12}},{"id":"4d628eb0-e5c0-410c-8db2-caedd1be9488","block_type":"box","text":"the regulatory environment, taxation policies, the enactment or cessation of trade sanctions, war or other geopolitical","page_number":25,"box":{"x":59,"y":203,"width":823,"height":12}},{"id":"d3701d72-2387-4107-8dc7-76c47e9beca0","block_type":"box","text":"conflicts, and the economies of key energy-consuming countries. Companies in the energy sector may be adversely affected","page_number":25,"box":{"x":59,"y":218,"width":870,"height":12}},{"id":"e203a9f3-136e-4672-996d-dce0aa0d895d","block_type":"box","text":"by terrorism, cyber incidents, natural disasters or other catastrophes. Companies in the energy sector are at risk of liability","page_number":25,"box":{"x":60,"y":233,"width":852,"height":12}},{"id":"f492001b-528e-4a93-b112-6a7615fdf712","block_type":"box","text":"from accidents resulting in injury, loss of life or property, pollution or other environmental damage claims. Significant oil and","page_number":25,"box":{"x":59,"y":248,"width":868,"height":12}},{"id":"179dbbc8-89da-4783-a482-baaea0be1d19","block_type":"box","text":"gas deposits are located in emerging markets countries where corruption and security may raise significant risks, in addition","page_number":25,"box":{"x":59,"y":263,"width":870,"height":12}},{"id":"e2484c20-ed23-48ff-8d3f-bff2baebc71b","block_type":"box","text":"to the other risks of investing in emerging markets. Additionally, the Middle East, where many companies in the energy sector","page_number":25,"box":{"x":59,"y":278,"width":879,"height":13}},{"id":"43042117-651c-4bf4-921c-a908c14dfb45","block_type":"box","text":"may operate, has experienced conflict and unrest. Companies in the energy sector may also be adversely affected by changes","page_number":25,"box":{"x":60,"y":293,"width":876,"height":13}},{"id":"58bee037-6758-476c-9b9f-cefd80ba055b","block_type":"box","text":"in exchange rates, interest rates, economic conditions, tax treatment, government regulation and intervention, negative","page_number":25,"box":{"x":60,"y":308,"width":835,"height":13}},{"id":"3d20d835-3120-42e0-87de-02ca276d2d27","block_type":"box","text":"perception, efforts at energy conservation and world events in the regions in which the companies operate (","page_number":25,"box":{"x":59,"y":324,"width":755,"height":12}},{"id":"aedfb3f6-9101-4d33-bd7c-4c4081b3e443","block_type":"box","text":"e.g","page_number":25,"box":{"x":816,"y":327,"width":20,"height":9}},{"id":"c1cc3251-393d-4abc-aae4-1fbaff1e6737","block_type":"box","text":".,","page_number":25,"box":{"x":837,"y":332,"width":6,"height":3}},{"id":"fa8d9847-f296-41dc-bd8c-e2323a47bc25","block_type":"box","text":"expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments","page_number":25,"box":{"x":59,"y":339,"width":850,"height":12}},{"id":"34422a52-56c7-4722-93d8-da91062ef880","block_type":"box","text":"and repatriation of capital, military coups, social unrest, violence or labor unrest). Because a significant portion of revenues of","page_number":25,"box":{"x":59,"y":354,"width":879,"height":12}},{"id":"69d826f8-912f-4c69-9deb-d583d5955faa","block_type":"box","text":"companies in this sector is derived from a relatively small number of customers that are largely composed of governmental","page_number":25,"box":{"x":59,"y":369,"width":861,"height":12}},{"id":"01233df3-d1b9-4fd9-885e-b014d07a81e3","block_type":"box","text":"entities and utilities, governmental budget constraints may have a significant impact on companies in this sector. The energy","page_number":25,"box":{"x":59,"y":384,"width":874,"height":12}},{"id":"63e3776c-73c7-4904-b55c-5fe18249904c","block_type":"box","text":"sector is highly regulated. Entities operating in the energy sector are subject to significant regulation of nearly every aspect of","page_number":25,"box":{"x":59,"y":399,"width":878,"height":13}},{"id":"4bff7f6c-792a-4551-9688-babbe2696006","block_type":"box","text":"their operations by governmental agencies. Such regulation can change rapidly or over time in both scope and intensity.","page_number":25,"box":{"x":59,"y":414,"width":839,"height":13}},{"id":"a18cfb0f-cbfc-400d-a55d-65dc8e9e4156","block_type":"box","text":"Stricter laws, regulations or enforcement policies could be enacted, which would likely increase compliance costs and may","page_number":25,"box":{"x":59,"y":429,"width":858,"height":13}},{"id":"c8d57b43-c54d-4a86-b08b-eb2e004aeb76","block_type":"box","text":"materially adversely affect the financial performance of companies in the energy sector.","page_number":25,"box":{"x":60,"y":445,"width":610,"height":12}},{"id":"d428ae5f-425a-41b8-8761-916b6721e67a","block_type":"box","text":"The energy sector may experience significant market volatility. For example, Russia’s large-scale invasion of Ukraine on","page_number":25,"box":{"x":59,"y":471,"width":831,"height":12}},{"id":"2984e4a9-7dd8-40d2-977d-33cbfa72e4e6","block_type":"box","text":"February 24, 2022 led to further disruptions and increased volatility in the energy and commodity futures markets due to","page_number":25,"box":{"x":60,"y":486,"width":843,"height":12}},{"id":"bd5064fb-9bd7-41ee-8c4a-1dac3f780d2b","block_type":"box","text":"actual and potential disruptions in the supply and demand for certain commodities, including oil and natural gas. The U.S.","page_number":25,"box":{"x":59,"y":501,"width":854,"height":13}},{"id":"64b4a2fb-026b-458e-a852-7d34eb306aa5","block_type":"box","text":"and other actors have enacted various sanctions and restrictions on business dealings with Russia, which include restrictions","page_number":25,"box":{"x":59,"y":516,"width":875,"height":13}},{"id":"de47ee98-accc-44da-a52b-f128c8c925c2","block_type":"box","text":"on imports of oil, natural gas and coal. The effect of the current sanctions and restrictions, as well as the extent and duration","page_number":25,"box":{"x":59,"y":531,"width":871,"height":13}},{"id":"2633d2f7-c87d-4007-b421-0119e64bdfbc","block_type":"box","text":"of the Russian military action, additional sanctions and associated market disruptions on the energy sector, are impossible to","page_number":25,"box":{"x":59,"y":547,"width":874,"height":12}},{"id":"986cdd82-e55d-4903-b749-4ce68c2ac1f0","block_type":"box","text":"predict and depend on a number of factors. The effect of these events or any related developments could be significant and","page_number":25,"box":{"x":59,"y":562,"width":865,"height":12}},{"id":"ca8415e0-a7bd-4db2-b85a-7395051be2da","block_type":"box","text":"may have a severe adverse effect on the performance of the Underlying Fund.","page_number":25,"box":{"x":60,"y":577,"width":540,"height":12}},{"id":"1de29a87-de4a-4bf4-98e0-d4a14cd7b9e2","block_type":"box","text":"Risk of Investing in the Financials Sector.","page_number":25,"box":{"x":60,"y":603,"width":292,"height":13}},{"id":"f89d7975-3cae-417f-9059-eb88767b10bf","block_type":"box","text":"Companies in the financials sector include small, regional and money center","page_number":25,"box":{"x":361,"y":603,"width":534,"height":13}},{"id":"fe4fcd17-5118-4808-b9ce-b2d7c8d1b77a","block_type":"box","text":"banks, securities brokerage firms, asset management companies, savings banks and thrift institutions, specialty finance","page_number":25,"box":{"x":60,"y":618,"width":836,"height":13}},{"id":"b28f2c54-9b18-4252-a774-3989ac08c723","block_type":"box","text":"companies (","page_number":25,"box":{"x":59,"y":634,"width":86,"height":12}},{"id":"7f1aad1d-1fa5-45cd-a3cf-ea3133729d52","block_type":"box","text":"e.g.","page_number":25,"box":{"x":146,"y":637,"width":23,"height":9}},{"id":"a4b031f6-c653-4331-8c33-81153d025661","block_type":"box","text":", credit card, mortgage providers), insurance and insurance brokerage firms, consumer finance firms,","page_number":25,"box":{"x":171,"y":634,"width":706,"height":12}},{"id":"140b4a94-795c-429d-b346-c6d36e15e96d","block_type":"box","text":"financial conglomerates and foreign banking and financial companies.","page_number":25,"box":{"x":59,"y":649,"width":491,"height":12}},{"id":"26e62b70-0be6-436d-93c8-232a4417ad53","block_type":"box","text":"Most financial companies are subject to extensive governmental regulation, which limits their activities and may affect their","page_number":25,"box":{"x":59,"y":675,"width":865,"height":12}},{"id":"65488a3d-781f-45d6-a8b5-2393fc3a2436","block_type":"box","text":"ability to earn a profit from a given line of business. Government regulation may change frequently and may have significant","page_number":25,"box":{"x":59,"y":690,"width":870,"height":13}},{"id":"ee2a9cb0-960a-497a-8c7b-d0f11f24403e","block_type":"box","text":"adverse consequences for companies in the financials sector, including effects not intended by the regulation. Direct","page_number":25,"box":{"x":59,"y":705,"width":814,"height":13}},{"id":"d2cb7e7e-9506-49ca-9358-dd6e700ce03e","block_type":"box","text":"governmental intervention in the operations of financial companies and financial markets may materially and adversely affect","page_number":25,"box":{"x":59,"y":720,"width":878,"height":13}},{"id":"d9b1eade-6113-4fad-b543-ab8f14d18397","block_type":"box","text":"the companies in which the Underlying Fund invests, including legislation in many countries that may increase government","page_number":25,"box":{"x":59,"y":736,"width":864,"height":12}},{"id":"6281f965-648f-414d-9359-b2aae711a632","block_type":"box","text":"regulation, repatriation and other intervention. The impact of governmental intervention and legislative changes on any","page_number":25,"box":{"x":60,"y":751,"width":835,"height":12}},{"id":"fcbde3d5-d1fd-41e9-8b08-6504433b70db","block_type":"box","text":"individual financial company or on the financials sector as a whole cannot be predicted. The valuation of financial companies","page_number":25,"box":{"x":60,"y":766,"width":874,"height":12}},{"id":"ad4a0b0b-a928-49e7-8523-28f433966197","block_type":"box","text":"has been and continues to be subject to unprecedented volatility and may be influenced by unpredictable factors, including","page_number":25,"box":{"x":60,"y":781,"width":862,"height":12}},{"id":"bb516ccc-c8a6-4870-9e59-f3fc54ea0284","block_type":"box","text":"interest rate risk and sovereign debt default. Certain financial businesses are subject to intense competitive pressures,","page_number":25,"box":{"x":60,"y":796,"width":821,"height":12}},{"id":"b0a73fe2-96a2-4286-a383-bf621d945533","block_type":"box","text":"including market share and price competition. Financial companies in foreign countries are subject to market-specific and","page_number":25,"box":{"x":60,"y":811,"width":853,"height":13}},{"id":"856e7f18-1ab9-436b-95aa-4a49281c20c9","block_type":"box","text":"general regulatory and interest rate concerns. In particular, government regulation in certain foreign countries may include","page_number":25,"box":{"x":59,"y":826,"width":857,"height":13}},{"id":"713020bf-3ba3-4aa8-846d-085427dbb365","block_type":"box","text":"taxes and controls on interest rates, credit availability, minimum capital requirements, bans on short sales, limits on prices","page_number":25,"box":{"x":59,"y":841,"width":851,"height":13}},{"id":"79d49a30-5bed-4b9a-a540-374178e28102","block_type":"box","text":"and restrictions on currency transfers. In addition, companies in the financials sector may be the targets of hacking and","page_number":25,"box":{"x":59,"y":857,"width":836,"height":12}},{"id":"9b6f8dd6-91ea-4e39-af11-1cac379e2f86","block_type":"box","text":"potential theft of proprietary or customer information or disruptions in service, which could have a material adverse effect on","page_number":25,"box":{"x":59,"y":872,"width":875,"height":12}},{"id":"64d1569f-0af5-4ed2-8df9-50479030e0fd","block_type":"box","text":"their businesses.","page_number":25,"box":{"x":59,"y":887,"width":115,"height":9}},{"id":"1334a8dd-f116-4513-9ae0-4761edbce3c7","block_type":"box","text":"13","page_number":25,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"c8a72571-333e-459e-8172-d174bfe5578d","block_type":"box","text":"The profitability of banks, savings and loan associations and other financial companies is largely dependent on the availability","page_number":26,"box":{"x":59,"y":67,"width":879,"height":12}},{"id":"e1701ae6-e498-4065-86ec-7b713a75f902","block_type":"box","text":"and cost of capital funds and can fluctuate significantly when interest rates change; for instance, when interest rates go up,","page_number":26,"box":{"x":59,"y":82,"width":863,"height":12}},{"id":"e6a8e5c4-21c4-46a4-9259-164d40bce985","block_type":"box","text":"the value of securities issued by many types of companies in the financials sector generally goes down. In other words,","page_number":26,"box":{"x":59,"y":97,"width":830,"height":12}},{"id":"3befffc5-e017-4532-97b5-204fe5759dbf","block_type":"box","text":"financial companies may be adversely affected in certain market cycles, including, without limitation, during periods of rising","page_number":26,"box":{"x":59,"y":112,"width":872,"height":12}},{"id":"ee59b6ee-bf93-426d-9be0-796fdc42cad0","block_type":"box","text":"interest rates, which may restrict the availability and increase the cost of capital, and during periods of declining economic","page_number":26,"box":{"x":60,"y":127,"width":855,"height":12}},{"id":"3037f012-fd20-4725-8f41-b8075b11b8d3","block_type":"box","text":"conditions, which may cause, among other things, credit losses due to financial difficulties of borrowers.","page_number":26,"box":{"x":59,"y":142,"width":730,"height":13}},{"id":"3b344b77-b4da-40be-8e11-effc0c829428","block_type":"box","text":"In addition, general economic conditions are important to the operations of these companies, and financial difficulties of","page_number":26,"box":{"x":60,"y":169,"width":844,"height":12}},{"id":"6f7d8726-ab98-40e8-bf62-2c756afdc644","block_type":"box","text":"borrowers may have an adverse effect on the profitability of financial companies. Companies in the financials sector are","page_number":26,"box":{"x":60,"y":184,"width":834,"height":12}},{"id":"07738450-440a-4486-ae89-2d7203dd7910","block_type":"box","text":"exposed directly to the credit risk of their borrowers and counterparties, who may be leveraged to an unknown degree,","page_number":26,"box":{"x":59,"y":199,"width":831,"height":12}},{"id":"a1820228-5b99-4d18-a2b8-6c6871f02067","block_type":"box","text":"including through swaps and other derivatives products, and who at times may be unable to meet their obligations to the","page_number":26,"box":{"x":60,"y":214,"width":850,"height":12}},{"id":"5e19820d-03ac-48da-a606-f8116c8b97f8","block_type":"box","text":"financial services companies. Financial services companies may have significant exposure to the same borrowers and","page_number":26,"box":{"x":59,"y":229,"width":820,"height":12}},{"id":"33efccbc-16cf-4bec-b8be-5ddb160913a0","block_type":"box","text":"counterparties, with the result that a borrower’s or counterparty’s inability to meet its obligations to one company may affect","page_number":26,"box":{"x":59,"y":244,"width":876,"height":13}},{"id":"a5de9118-f9e6-4023-8a8d-b6748e0aff02","block_type":"box","text":"other companies with exposure to the same borrower or counterparty. This interconnectedness of risk, including cross","page_number":26,"box":{"x":59,"y":259,"width":836,"height":13}},{"id":"9ae702e8-3ec8-4594-9d00-cafbdb369d82","block_type":"box","text":"default risk, may result in significant negative impacts to the financial condition and reputation of companies with direct","page_number":26,"box":{"x":59,"y":274,"width":842,"height":13}},{"id":"ceddafbe-75e6-46d2-8de4-3f4663966116","block_type":"box","text":"exposure to the defaulting counterparty as well as adverse cascading effects in the markets and the financials sector","page_number":26,"box":{"x":59,"y":290,"width":815,"height":12}},{"id":"1f945d92-324b-4f5c-b588-32f85d7b57f2","block_type":"box","text":"generally. Financial companies can be highly dependent upon access to capital markets, and any impediments to such","page_number":26,"box":{"x":59,"y":305,"width":828,"height":12}},{"id":"faa03504-3118-4f69-a5f0-cb364ae83b73","block_type":"box","text":"access, such as adverse overall economic conditions or a negative perception in the capital markets of a financial company’s","page_number":26,"box":{"x":59,"y":320,"width":870,"height":12}},{"id":"8e737609-4fbe-4e22-b919-13d5743dd3e8","block_type":"box","text":"financial condition or prospects, could adversely affect its business. Deterioration of credit markets can have an adverse","page_number":26,"box":{"x":59,"y":335,"width":837,"height":12}},{"id":"858f5f8c-429d-4e86-b24d-403681702f58","block_type":"box","text":"impact on a broad range of financial markets, causing certain financial companies to incur large losses. In these conditions,","page_number":26,"box":{"x":60,"y":350,"width":861,"height":12}},{"id":"7b15984c-f74b-4cee-b210-f2c34c91867d","block_type":"box","text":"companies in the financials sector may experience significant declines in the valuation of their assets, take actions to raise","page_number":26,"box":{"x":59,"y":365,"width":854,"height":13}},{"id":"493bd001-5aa0-42c0-8cf8-4226507685f6","block_type":"box","text":"capital and even cease operations. Some financial companies may also be required to accept or borrow significant amounts","page_number":26,"box":{"x":59,"y":380,"width":865,"height":13}},{"id":"31458082-7b0c-4d07-ac71-99bbfa78778a","block_type":"box","text":"of capital from government sources and may face future government-imposed restrictions on their businesses or increased","page_number":26,"box":{"x":59,"y":395,"width":863,"height":13}},{"id":"169ca88d-b9cd-418d-a658-3f6ed408a9ab","block_type":"box","text":"government intervention. In addition, there is no guarantee that governments will provide any such relief in the future. These","page_number":26,"box":{"x":59,"y":411,"width":873,"height":12}},{"id":"de943560-b7db-48ad-8ebd-f18cd317906e","block_type":"box","text":"actions may cause the securities of many companies in the financials sector to decline in value.","page_number":26,"box":{"x":59,"y":426,"width":665,"height":12}},{"id":"c9e84377-6cf7-4e24-94de-942a79e08295","block_type":"box","text":"Risk of Investing in the Healthcare Sector.","page_number":26,"box":{"x":60,"y":452,"width":299,"height":12}},{"id":"2ecff56e-dbe6-4ac5-8706-acca38193803","block_type":"box","text":"Companies in the healthcare sector are often issuers whose profitability may be","page_number":26,"box":{"x":368,"y":452,"width":557,"height":12}},{"id":"d9e2ccfc-a38e-40be-85e9-53b5e5042e1a","block_type":"box","text":"affected by extensive government regulation, restrictions on government reimbursement for medical expenses, rising or","page_number":26,"box":{"x":59,"y":467,"width":839,"height":13}},{"id":"8d7b1a6b-0b79-4439-8840-537c22af9cbc","block_type":"box","text":"falling costs of medical products and services, pricing pressure, an increased emphasis on outpatient services, a limited","page_number":26,"box":{"x":59,"y":482,"width":834,"height":13}},{"id":"728f06b6-c9d2-4181-adfd-de151b754f3a","block_type":"box","text":"number of products, industry innovation, changes in technologies and other market developments. Many healthcare","page_number":26,"box":{"x":60,"y":497,"width":816,"height":13}},{"id":"bd723227-71de-4d41-810b-0c089a96a29d","block_type":"box","text":"companies are heavily dependent on patent protection and the actual or perceived safety and efficiency of their products.","page_number":26,"box":{"x":59,"y":513,"width":850,"height":12}},{"id":"b20c4589-c26d-4c47-818b-8e0ea6d2ad11","block_type":"box","text":"Patents have a limited duration, and, upon expiration, other companies may market substantially similar “generic” products","page_number":26,"box":{"x":60,"y":539,"width":862,"height":12}},{"id":"f7e05917-52a2-4d2a-8e02-0c1765a1c715","block_type":"box","text":"that are typically sold at a lower price than the patented product, which can cause the original developer of the product to","page_number":26,"box":{"x":59,"y":554,"width":854,"height":13}},{"id":"0ff5f8f7-43f7-45a5-9571-13987a40cd57","block_type":"box","text":"lose market share and/or reduce the price charged for the product, resulting in lower profits for the original developer. As a","page_number":26,"box":{"x":60,"y":569,"width":860,"height":13}},{"id":"0426120d-69f3-4a8e-87f5-f8afd439ca34","block_type":"box","text":"result, the expiration of patents may adversely affect the profitability of these companies.","page_number":26,"box":{"x":60,"y":584,"width":620,"height":13}},{"id":"cb8c6922-6e26-46b0-a3a1-364c3626109b","block_type":"box","text":"In addition, because the products and services of many companies in the healthcare sector affect the health and well-being","page_number":26,"box":{"x":60,"y":611,"width":861,"height":12}},{"id":"8c0f0100-7c0f-452e-bd1a-4377239cc83e","block_type":"box","text":"of many individuals, these companies are especially susceptible to extensive litigation based on product liability and similar","page_number":26,"box":{"x":59,"y":626,"width":860,"height":12}},{"id":"96e7e981-79ad-4a3d-bab0-afafdd3c4574","block_type":"box","text":"claims. Healthcare companies are subject to competitive forces that may make it difficult to raise prices and, in fact, may","page_number":26,"box":{"x":59,"y":641,"width":843,"height":12}},{"id":"7a03d8ec-add8-4940-a945-416fc1c53fb6","block_type":"box","text":"result in price discounting. Many new products in the healthcare sector may be subject to regulatory approvals. The process","page_number":26,"box":{"x":60,"y":656,"width":867,"height":13}},{"id":"7cb8feef-5962-4e4b-925d-c5fe43baa7c6","block_type":"box","text":"of obtaining such approvals may be long and costly, which can result in increased development costs, delayed cost recovery","page_number":26,"box":{"x":59,"y":671,"width":868,"height":13}},{"id":"d5ec5ed2-2ddd-4ab0-b9b1-d04ff08c2681","block_type":"box","text":"and loss of competitive advantage to the extent that rival companies have developed competing products or procedures,","page_number":26,"box":{"x":59,"y":686,"width":845,"height":13}},{"id":"825824b2-45a7-4187-af35-a1ad2deb6f07","block_type":"box","text":"adversely affecting the company’s revenues and profitability. In other words, delays in the regulatory approval process may","page_number":26,"box":{"x":59,"y":702,"width":858,"height":12}},{"id":"42371f6d-c24a-4090-8d8a-1c39d096f1c6","block_type":"box","text":"diminish the opportunity for a company to profit from a new product or to bring a new product to market, which could have","page_number":26,"box":{"x":59,"y":717,"width":870,"height":12}},{"id":"3a6fa481-26ca-43c0-8116-12c28f2a2047","block_type":"box","text":"a material adverse effect on a company’s business. Healthcare companies may also be strongly affected by scientific","page_number":26,"box":{"x":59,"y":732,"width":811,"height":12}},{"id":"e4a3122a-4c92-448d-b5ec-4231f2112584","block_type":"box","text":"biotechnology or technological developments, and their products may quickly become obsolete. Also, many healthcare","page_number":26,"box":{"x":60,"y":747,"width":834,"height":12}},{"id":"cdf3a202-8c60-4979-b6c9-04a4612048ca","block_type":"box","text":"companies offer products and services that are subject to governmental regulation and may be adversely affected by changes","page_number":26,"box":{"x":59,"y":762,"width":879,"height":12}},{"id":"503cc9f2-22d3-41fb-8f66-aa524bf804dd","block_type":"box","text":"in governmental policies or laws. Changes in governmental policies or laws may span a wide range of topics, including cost","page_number":26,"box":{"x":60,"y":777,"width":861,"height":13}},{"id":"321f918a-df86-4ec1-aa6c-d9b9ab9a9ec9","block_type":"box","text":"control, national health insurance, incentives for compensation in the provision of healthcare services, tax incentives and","page_number":26,"box":{"x":59,"y":792,"width":845,"height":13}},{"id":"e5967632-2c82-4f68-9d98-5e046fd8cea3","block_type":"box","text":"penalties related to healthcare insurance premiums, and promotion of prepaid healthcare plans. In addition, a number of","page_number":26,"box":{"x":59,"y":807,"width":846,"height":13}},{"id":"97d110f2-c816-4e67-945b-62586a9b808d","block_type":"box","text":"legislative proposals concerning healthcare have been considered by the U.S. Congress in recent years. It is unclear what","page_number":26,"box":{"x":60,"y":823,"width":841,"height":12}},{"id":"2ed86a90-2936-44a9-88f3-38f1f1f0e657","block_type":"box","text":"proposals will ultimately be enacted, if any, and what effect they may have on companies in the healthcare sector.","page_number":26,"box":{"x":59,"y":838,"width":793,"height":12}},{"id":"9a4381b1-ff4b-45bd-b8c1-c29a883cba42","block_type":"box","text":"Additionally, the expansion of facilities by healthcare-related providers may be subject to “determinations of need” by certain","page_number":26,"box":{"x":59,"y":864,"width":872,"height":12}},{"id":"54e09470-be37-4508-8fa3-253468a6b77b","block_type":"box","text":"government authorities. This process not only generally increases the time and costs involved in these expansions, but also","page_number":26,"box":{"x":59,"y":879,"width":861,"height":13}},{"id":"22f5a214-aada-4f6a-9373-c71ffe51861e","block_type":"box","text":"14","page_number":26,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"ab4a05d4-a9d2-4711-bf20-15d7123a5641","block_type":"box","text":"makes expansion plans uncertain, limiting the revenue and profitability growth potential of healthcare-related facilities","page_number":27,"box":{"x":60,"y":67,"width":828,"height":12}},{"id":"cbdf7073-e049-4816-b7c0-05b89afc3cf5","block_type":"box","text":"operators and negatively affecting the prices of their securities. Moreover, in recent years, both local and national","page_number":27,"box":{"x":59,"y":82,"width":789,"height":12}},{"id":"d68aa180-2d8b-4e05-8652-a7324c016983","block_type":"box","text":"governmental budgets have come under pressure to reduce spending and control healthcare costs, which could both","page_number":27,"box":{"x":59,"y":97,"width":822,"height":12}},{"id":"5c517ba3-79f3-4f14-b0eb-d0513f201bf2","block_type":"box","text":"adversely affect regulatory processes and public funding available for healthcare products, services and facilities.","page_number":27,"box":{"x":59,"y":112,"width":787,"height":12}},{"id":"7c8a9771-a806-4056-869e-08c0adc7d565","block_type":"box","text":"Risk of Investing in the Industrials Sector.","page_number":27,"box":{"x":60,"y":138,"width":296,"height":13}},{"id":"40cbe46e-43a8-4227-8f6d-79cd15bd1ff9","block_type":"box","text":"The value of securities issued by companies in the industrials sector may be","page_number":27,"box":{"x":365,"y":138,"width":530,"height":13}},{"id":"5702bec2-032d-47d7-9f7c-5eaeebb212a3","block_type":"box","text":"adversely affected by supply of and demand for both their specific products or services and for industrials sector products in","page_number":27,"box":{"x":59,"y":154,"width":869,"height":12}},{"id":"2bcadc2e-a76b-4e83-a773-4223c14f21e8","block_type":"box","text":"general. The products of manufacturing companies may face obsolescence due to rapid technological developments and","page_number":27,"box":{"x":59,"y":169,"width":849,"height":12}},{"id":"4081d60e-6405-47c6-acb2-72e45f8c3bbc","block_type":"box","text":"frequent new product introduction. Government regulations, trade disputes, world events and economic conditions may","page_number":27,"box":{"x":59,"y":184,"width":844,"height":12}},{"id":"beaa0267-8ba3-4df1-b875-6309becc4260","block_type":"box","text":"affect the performance of companies in the industrials sector. The industrials sector may also be adversely affected by","page_number":27,"box":{"x":59,"y":199,"width":824,"height":12}},{"id":"be2a704d-b0f1-4bd5-a0e6-3b19e26ce597","block_type":"box","text":"changes or trends in commodity prices, which may be influenced by unpredictable factors. Aerospace and defense","page_number":27,"box":{"x":59,"y":214,"width":803,"height":12}},{"id":"7980011b-45c1-4c8c-b9d5-1e3b05c078bc","block_type":"box","text":"companies, a component of the industrials sector, can be significantly affected by government spending policies because","page_number":27,"box":{"x":59,"y":229,"width":848,"height":12}},{"id":"2744332a-05ec-43e7-ad87-17a89123111f","block_type":"box","text":"companies involved in this industry rely, to a significant extent, on government demand for their products and services. Thus,","page_number":27,"box":{"x":59,"y":244,"width":876,"height":13}},{"id":"0996fe53-9bf1-49af-8438-80eaf2882940","block_type":"box","text":"the financial condition of, and investor interest in, aerospace and defense companies are heavily influenced by governmental","page_number":27,"box":{"x":59,"y":259,"width":869,"height":13}},{"id":"c169e33d-2ab5-41f4-92ff-536436530014","block_type":"box","text":"defense spending policies, which are typically under pressure from efforts to control government budgets. Transportation","page_number":27,"box":{"x":59,"y":274,"width":850,"height":13}},{"id":"7bbf82dc-647f-474a-9a28-53d885e12595","block_type":"box","text":"stocks, a component of the industrials sector, are cyclical and can be significantly affected by economic changes, fuel prices,","page_number":27,"box":{"x":59,"y":290,"width":870,"height":12}},{"id":"20fa6544-4793-41fc-bcc2-8d1cb5f7ba6f","block_type":"box","text":"labor relations and insurance costs. Transportation companies in certain countries may also be subject to significant","page_number":27,"box":{"x":60,"y":305,"width":813,"height":12}},{"id":"1bef038b-4c66-4e22-8dd2-f5e7c974074f","block_type":"box","text":"government regulation and oversight, which may adversely affect their businesses. For example, commodity price declines","page_number":27,"box":{"x":59,"y":320,"width":858,"height":12}},{"id":"84728b00-1205-4b68-80ff-421b66ebc041","block_type":"box","text":"and unit volume reductions resulting from an over-supply of materials used in the industrials sector can adversely affect the","page_number":27,"box":{"x":59,"y":335,"width":867,"height":12}},{"id":"e1da6fd3-d481-4b48-a202-f0a05bfa2e85","block_type":"box","text":"sector. Furthermore, companies in the industrials sector may be subject to liability for environmental damage, product","page_number":27,"box":{"x":59,"y":350,"width":827,"height":12}},{"id":"3966b7ff-95e0-4514-ae6e-8deecd522246","block_type":"box","text":"liability claims, depletion of resources, and mandated expenditures for safety and pollution control.","page_number":27,"box":{"x":60,"y":365,"width":691,"height":13}},{"id":"8a4b8b0c-8ec8-49e7-bd64-61e8ccd1aed9","block_type":"box","text":"Risk of Investing in the Materials Sector.","page_number":27,"box":{"x":60,"y":392,"width":287,"height":12}},{"id":"163dc2d7-3f38-4abe-af43-1ff01bd4e31a","block_type":"box","text":"Companies in the materials sector may be adversely affected by commodity price","page_number":27,"box":{"x":356,"y":392,"width":569,"height":12}},{"id":"f5df333d-0ac6-4bb3-ae7f-68a379e7816f","block_type":"box","text":"volatility, exchange rate fluctuations, social and political unrest, war, import or export controls, increased competition,","page_number":27,"box":{"x":59,"y":407,"width":823,"height":12}},{"id":"f7b748f8-b015-4a57-af94-f028cdffc54a","block_type":"box","text":"depletion of resources, technical progress, labor relations and government regulations, and mandated expenditures for safety","page_number":27,"box":{"x":59,"y":422,"width":879,"height":12}},{"id":"ccf45e01-6191-46bb-b954-e833ba0960c3","block_type":"box","text":"and pollution control, among other factors. Such risks may adversely affect the issuers to which the Fund has exposure.","page_number":27,"box":{"x":59,"y":437,"width":837,"height":12}},{"id":"19a2521a-0e7e-45bc-aa82-cd64b6b4128e","block_type":"box","text":"Companies in the materials sector are also at risk of liability for environmental damage and product liability claims.","page_number":27,"box":{"x":59,"y":452,"width":802,"height":12}},{"id":"5662f4f2-7ed6-4f73-a09c-5fd2a16c14a1","block_type":"box","text":"Production of materials may exceed demand as a result of market imbalances or economic downturns, leading to poor","page_number":27,"box":{"x":60,"y":467,"width":832,"height":13}},{"id":"beeba625-60fe-4569-a154-c790769a166a","block_type":"box","text":"investment returns. These risks are heightened for companies in the materials sector located in foreign markets.","page_number":27,"box":{"x":60,"y":482,"width":782,"height":13}},{"id":"a23900cc-e84f-43e3-bbeb-2d35ec7ee225","block_type":"box","text":"Risk of Investing in the Real Estate Industry.","page_number":27,"box":{"x":60,"y":509,"width":313,"height":12}},{"id":"22ab67b9-8f00-4e4b-bc83-6e74f7f98e96","block_type":"box","text":"Companies in the real estate industry include companies that invest in real","page_number":27,"box":{"x":382,"y":509,"width":519,"height":12}},{"id":"62faaca2-8a44-45f8-9c05-914def579c68","block_type":"box","text":"estate, such as REITs, real estate holding and operating companies or real estate development companies (collectively, “Real","page_number":27,"box":{"x":59,"y":524,"width":867,"height":12}},{"id":"e053ac2b-ade6-4d13-8699-216847697e3f","block_type":"box","text":"Estate Companies”). Investing in Real Estate Companies exposes investors to the risks of owning real estate directly, as well","page_number":27,"box":{"x":60,"y":539,"width":859,"height":12}},{"id":"c63b448d-a4bb-4d72-bac8-d323c91517bb","block_type":"box","text":"as to risks that relate specifically to the way in which Real Estate Companies are organized and operated. The real estate","page_number":27,"box":{"x":59,"y":554,"width":838,"height":13}},{"id":"4fe4cf27-df1a-48d3-84b0-13c54b01c01d","block_type":"box","text":"industry is highly sensitive to general and local economic conditions and developments, and characterized by intense","page_number":27,"box":{"x":60,"y":569,"width":818,"height":13}},{"id":"67ddddf0-cb7c-4a99-9538-d55ccb9c8587","block_type":"box","text":"competition and periodic overbuilding. Investing in Real Estate Companies involves various risks. Some risks that are specific","page_number":27,"box":{"x":59,"y":584,"width":869,"height":13}},{"id":"dea101b6-b286-48a3-b9bf-7165ae2e7904","block_type":"box","text":"to Real Estate Companies are discussed in greater detail below.","page_number":27,"box":{"x":59,"y":600,"width":439,"height":12}},{"id":"d7007f8c-ad30-485a-aa0f-574eed8683ea","block_type":"box","text":"Concentration Risk.","page_number":27,"box":{"x":59,"y":626,"width":134,"height":10}},{"id":"248ee505-918a-453c-8fb6-b2b6aca2e046","block_type":"box","text":"Real Estate Companies may own a limited number of properties and concentrate their investments in a","page_number":27,"box":{"x":200,"y":626,"width":718,"height":12}},{"id":"e34dc838-82ad-47b1-aa7b-ac20678b9697","block_type":"box","text":"particular geographic region or property type. Economic downturns affecting a particular region, industry or property type","page_number":27,"box":{"x":59,"y":641,"width":855,"height":12}},{"id":"e370b67b-18d4-42dd-9cca-18ef095b526f","block_type":"box","text":"may lead to a high volume of defaults within a short period.","page_number":27,"box":{"x":60,"y":656,"width":416,"height":13}},{"id":"a4dbbd2d-e5d4-4b57-ba72-5b08c0f1f81f","block_type":"box","text":"Distressed Investment Risk.","page_number":27,"box":{"x":59,"y":683,"width":189,"height":9}},{"id":"84768c48-a539-4c41-8ad6-5632fdb87423","block_type":"box","text":"Real Estate Companies may invest in distressed, defaulted or out-of-favor bank loans.","page_number":27,"box":{"x":254,"y":683,"width":595,"height":12}},{"id":"81434d23-b4a1-45e5-9a0d-f6844bdccf93","block_type":"box","text":"Identification and implementation by a Real Estate Company of loan modification and restructure programs involves a high","page_number":27,"box":{"x":60,"y":698,"width":858,"height":12}},{"id":"01296ec4-1f72-468e-b968-f99462ad023b","block_type":"box","text":"degree of uncertainty. Even successful implementation may still require adverse compromises and may not prevent","page_number":27,"box":{"x":59,"y":713,"width":806,"height":12}},{"id":"67fa8349-96c4-4e29-9b22-161ac706dbd2","block_type":"box","text":"bankruptcy. Real Estate Companies may also invest in other debt instruments that may become non-performing, including","page_number":27,"box":{"x":60,"y":728,"width":856,"height":12}},{"id":"aed444fc-7f19-46f8-9dcc-55b8b52bd825","block_type":"box","text":"the securities of companies with higher credit and market risk due to financial or operational difficulties. Higher risk securities","page_number":27,"box":{"x":59,"y":743,"width":879,"height":12}},{"id":"e7075be5-f5d6-4962-92f6-84647a0276c0","block_type":"box","text":"may be less liquid and more volatile than the securities of companies not in distress.","page_number":27,"box":{"x":60,"y":758,"width":587,"height":13}},{"id":"5dacf8d1-533b-490b-9103-22a3de0bb933","block_type":"box","text":"Illiquidity Risk.","page_number":27,"box":{"x":59,"y":785,"width":98,"height":12}},{"id":"d53b9aa4-df7e-4c3c-831e-853d88102eee","block_type":"box","text":"Investing in Real Estate Companies may involve risks similar to those associated with investing in small","page_number":27,"box":{"x":163,"y":785,"width":723,"height":12}},{"id":"a388430d-66f6-4ab7-a5e0-5e8f68a67792","block_type":"box","text":"capitalization companies. Real Estate Company securities, like the securities of small-capitalization companies, may be more","page_number":27,"box":{"x":59,"y":800,"width":868,"height":12}},{"id":"39d8ab62-e928-4aab-a89d-0641cbf9c4e5","block_type":"box","text":"volatile than, and perform differently from, shares of large-capitalization companies. There may be less trading in Real Estate","page_number":27,"box":{"x":59,"y":815,"width":869,"height":12}},{"id":"5b4155e5-e28c-4c42-806f-3f1ee2539786","block_type":"box","text":"Company shares, which means that buy and sell transactions in those shares could have a magnified impact on share price,","page_number":27,"box":{"x":59,"y":830,"width":865,"height":12}},{"id":"3ca54273-5c96-4cde-b63d-a144147ee9da","block_type":"box","text":"resulting in abrupt or erratic price fluctuations. In addition, real estate is relatively illiquid, and, therefore, a Real Estate","page_number":27,"box":{"x":60,"y":845,"width":819,"height":13}},{"id":"67b1cff8-58fc-4d79-814e-dca28171d4ed","block_type":"box","text":"Company may have a limited ability to vary or liquidate properties in response to changes in economic or other conditions.","page_number":27,"box":{"x":59,"y":860,"width":858,"height":13}},{"id":"a2432d1e-e4f7-4531-ad57-e5239d322557","block_type":"box","text":"15","page_number":27,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"ae3377f1-c5c7-4733-917f-215b1902e1c4","block_type":"box","text":"Interest Rate Risk.","page_number":28,"box":{"x":59,"y":67,"width":123,"height":9}},{"id":"ad492a74-582c-4886-9cff-9795a3fbf35a","block_type":"box","text":"Rising interest rates could result in higher costs of capital for Real Estate Companies, which could","page_number":28,"box":{"x":189,"y":67,"width":679,"height":12}},{"id":"094feb22-f680-4e47-b9f5-4defe96c63d5","block_type":"box","text":"negatively impact a Real Estate Company’s ability to meet its payment obligations. Declining interest rates could result in","page_number":28,"box":{"x":60,"y":82,"width":842,"height":12}},{"id":"b3c1a277-5386-4ec4-806e-8d095f43fd40","block_type":"box","text":"increased prepayment on loans and require redeployment of capital in less desirable investments.","page_number":28,"box":{"x":60,"y":97,"width":679,"height":12}},{"id":"09c3e264-b13e-4285-bb9d-cbf85b86be47","block_type":"box","text":"Leverage Risk.","page_number":28,"box":{"x":59,"y":123,"width":97,"height":13}},{"id":"e6e1031f-323c-4669-a0b5-639b8ded8a32","block_type":"box","text":"Real Estate Companies may use leverage (and some may be highly leveraged), which increases investment risk","page_number":28,"box":{"x":163,"y":123,"width":774,"height":13}},{"id":"0d1edbd8-7a18-4906-a374-f58ce9b60119","block_type":"box","text":"and could adversely affect a Real Estate Company’s operations and market value in periods of rising interest rates. Real Estate","page_number":28,"box":{"x":59,"y":138,"width":875,"height":13}},{"id":"2bca08b0-1789-4786-8666-eddc97d28147","block_type":"box","text":"Companies are also exposed to the risks normally associated with debt financing. Financial covenants related to a Real Estate","page_number":28,"box":{"x":59,"y":154,"width":876,"height":12}},{"id":"b5bae4fc-5007-4aa1-930d-c347d3bb104d","block_type":"box","text":"Company’s leverage may affect the ability of the Real Estate Company to operate effectively. In addition, real property may be","page_number":28,"box":{"x":59,"y":169,"width":872,"height":12}},{"id":"c66b154a-c963-4c8c-87dd-690737476ecc","block_type":"box","text":"subject to the quality of credit extended and defaults by borrowers and tenants. If the properties do not generate sufficient","page_number":28,"box":{"x":59,"y":184,"width":857,"height":12}},{"id":"67d9e646-cb58-4dca-97f1-496c8b668775","block_type":"box","text":"income to meet operating expenses, including, where applicable, debt service, ground lease payments, tenant improvements,","page_number":28,"box":{"x":60,"y":199,"width":876,"height":12}},{"id":"d9a711dc-a36c-4793-adeb-0b98a82ab442","block_type":"box","text":"third-party leasing commissions and other capital expenditures, the income and ability of a Real Estate Company to make","page_number":28,"box":{"x":59,"y":214,"width":851,"height":12}},{"id":"5fb2a189-ed63-4bd2-96d7-48e051738c21","block_type":"box","text":"payments of any interest and principal on its debt securities will be adversely affected.","page_number":28,"box":{"x":59,"y":229,"width":600,"height":12}},{"id":"edf0494c-5796-4de9-96dd-2596e3a9fd3f","block_type":"box","text":"Loan Foreclosure Risk.","page_number":28,"box":{"x":59,"y":256,"width":154,"height":9}},{"id":"76ed263b-9e38-4577-9e4f-973305059898","block_type":"box","text":"Real Estate Companies may foreclose on loans that the Real Estate Company originated and/or","page_number":28,"box":{"x":219,"y":256,"width":664,"height":12}},{"id":"4479a546-2ab6-455f-a62f-f380c9cfb209","block_type":"box","text":"acquired. Foreclosure may generate negative publicity for the underlying property that affects its market value. In addition to","page_number":28,"box":{"x":59,"y":271,"width":871,"height":12}},{"id":"83cb31ca-a30e-4db3-a146-48f0010747ef","block_type":"box","text":"the length and expense of such proceedings, the validity of the terms of the applicable loan may not be recognized in","page_number":28,"box":{"x":59,"y":286,"width":819,"height":12}},{"id":"1dd09701-e67b-48a4-abaa-a5e09de40e93","block_type":"box","text":"foreclosure proceedings. Claims and defenses asserted by borrowers or other lenders may interfere with the enforcement of","page_number":28,"box":{"x":59,"y":301,"width":868,"height":12}},{"id":"c28edc13-9739-4ad3-bc7a-f4673d55c5f3","block_type":"box","text":"rights by a Real Estate Company. Parallel proceedings, such as bankruptcy, may also delay resolution and limit the amount of","page_number":28,"box":{"x":60,"y":316,"width":871,"height":12}},{"id":"22761bfd-939d-4f95-b8b6-7396ed961a56","block_type":"box","text":"recovery on a foreclosed loan by a Real Estate Company even where the property underlying the loan is liquidated.","page_number":28,"box":{"x":60,"y":331,"width":796,"height":13}},{"id":"404c4fe8-b394-443c-8290-f745dc17ab31","block_type":"box","text":"Management Risk.","page_number":28,"box":{"x":59,"y":358,"width":130,"height":12}},{"id":"e0d7bc65-2a73-4a56-86ad-9d899a303372","block_type":"box","text":"Real Estate Companies are dependent upon management skills and may have limited financial resources.","page_number":28,"box":{"x":195,"y":358,"width":734,"height":12}},{"id":"0a34934e-1cce-484e-8422-ef6e9b8ea591","block_type":"box","text":"Real Estate Companies are generally not diversified and may be subject to heavy cash flow dependency, default by borrowers","page_number":28,"box":{"x":60,"y":373,"width":872,"height":12}},{"id":"5156027e-d88a-4b21-8d42-14f3ac9717de","block_type":"box","text":"and voluntary liquidation. In addition, transactions between Real Estate Companies and their affiliates may be subject to","page_number":28,"box":{"x":59,"y":388,"width":838,"height":12}},{"id":"cdb13de7-cef4-4680-aa2e-58c576a45db8","block_type":"box","text":"conflicts of interest, which may adversely affect a Real Estate Company’s shareholders. A Real Estate Company may also have","page_number":28,"box":{"x":59,"y":403,"width":875,"height":12}},{"id":"94186253-d817-45a6-9626-de75b13dc150","block_type":"box","text":"joint venture investments in certain of its properties, and, consequently, its ability to control decisions relating to such","page_number":28,"box":{"x":58,"y":418,"width":822,"height":12}},{"id":"82883161-0c7b-449d-b1ab-f96d37efca5f","block_type":"box","text":"properties may be limited.","page_number":28,"box":{"x":59,"y":433,"width":181,"height":13}},{"id":"698daeb2-68f1-46d9-b64b-0f129c362eab","block_type":"box","text":"Property Risk.","page_number":28,"box":{"x":59,"y":460,"width":94,"height":12}},{"id":"f36c69e1-b2c5-4e05-a62e-11e3238b498b","block_type":"box","text":"Real Estate Companies may be subject to risks relating to functional obsolescence or reduced desirability of","page_number":28,"box":{"x":160,"y":460,"width":752,"height":12}},{"id":"26f31755-be7b-4603-b9ca-38cfd780e226","block_type":"box","text":"properties; extended vacancies due to economic conditions and tenant bankruptcies; catastrophic events such as","page_number":28,"box":{"x":59,"y":475,"width":794,"height":12}},{"id":"5a037247-f4b4-4c85-a067-beabb94cd76b","block_type":"box","text":"earthquakes, hurricanes and terrorist acts; and casualty or condemnation losses. Real estate income and values also may be","page_number":28,"box":{"x":59,"y":490,"width":868,"height":12}},{"id":"5b10178c-3bfb-49be-a511-7fe2a038062c","block_type":"box","text":"greatly affected by demographic trends, such as population shifts or changes in consumer preferences and values, or","page_number":28,"box":{"x":59,"y":505,"width":819,"height":12}},{"id":"37b2fc10-1098-4a5e-a731-1af2bc41c5d2","block_type":"box","text":"increasing vacancies or declining rents resulting from legal, cultural, technological, global or local economic developments.","page_number":28,"box":{"x":60,"y":520,"width":859,"height":12}},{"id":"23385d34-b8c1-4b93-8424-fb6265c32d05","block_type":"box","text":"Regulatory Risk.","page_number":28,"box":{"x":59,"y":547,"width":110,"height":12}},{"id":"d49239ef-9a84-433d-9eb2-eb3470812951","block_type":"box","text":"Real estate income and values may be adversely affected by such factors as applicable domestic and foreign","page_number":28,"box":{"x":176,"y":547,"width":754,"height":12}},{"id":"34f64e96-3388-4222-8edf-863ffcc8ff51","block_type":"box","text":"laws (including tax laws). Government actions, such as tax increases, zoning law changes, mandated closures or other","page_number":28,"box":{"x":60,"y":562,"width":828,"height":12}},{"id":"f6d85bfd-bce4-486c-a1e6-3d24b51f5bac","block_type":"box","text":"commercial restrictions or environmental regulations, also may have a major impact on real estate income and values. In","page_number":28,"box":{"x":59,"y":577,"width":844,"height":12}},{"id":"3eac7995-51d9-4d12-8eed-175e6503223b","block_type":"box","text":"addition, quarterly compliance with regulations limiting the proportion of asset types held by a U.S. REIT may force certain","page_number":28,"box":{"x":59,"y":592,"width":855,"height":12}},{"id":"0591d65d-833c-4fb8-aabe-ff69cd4e6bae","block_type":"box","text":"Real Estate Companies to liquidate or restructure otherwise attractive investments. Some countries may not recognize REITs","page_number":28,"box":{"x":60,"y":607,"width":867,"height":12}},{"id":"ad9045e1-ee91-427e-b44f-6c37a66dec04","block_type":"box","text":"or comparable structures as a viable form of real estate funds.","page_number":28,"box":{"x":59,"y":622,"width":433,"height":13}},{"id":"336430cf-951a-459a-afd7-f8ad7dd473d5","block_type":"box","text":"Underlying Investment Risk.","page_number":28,"box":{"x":60,"y":649,"width":191,"height":12}},{"id":"cc8fac79-81f8-402b-9fda-29f1e71d609f","block_type":"box","text":"Real Estate Companies make investments in a variety of debt and equity instruments with","page_number":28,"box":{"x":258,"y":649,"width":625,"height":12}},{"id":"8b7d1819-876d-43b6-b373-69fe37816ca0","block_type":"box","text":"varying risk profiles. For instance, Real Estate Companies may invest in debt instruments secured by commercial property","page_number":28,"box":{"x":59,"y":664,"width":848,"height":12}},{"id":"3680cc07-148d-4c48-acbe-668157b9b084","block_type":"box","text":"that have higher risks of delinquency and foreclosure than loans on single family homes due to a variety of factors associated","page_number":28,"box":{"x":59,"y":679,"width":876,"height":12}},{"id":"b9528b55-4c71-4172-a90e-ce2f52319d8c","block_type":"box","text":"with commercial property, including the tie between income available to service debt and productive use of the property. Real","page_number":28,"box":{"x":59,"y":694,"width":876,"height":12}},{"id":"f7c07f17-554e-4f2d-b45f-1ec881f011dd","block_type":"box","text":"Estate Companies may also invest in debt instruments and preferred equity that are junior in an issuer’s capital structure and","page_number":28,"box":{"x":60,"y":709,"width":871,"height":12}},{"id":"bb5224f9-5596-44d6-bdcb-054a77946706","block_type":"box","text":"that involve privately negotiated structures. Subordinated debt investments, such as B-Notes and mezzanine loans, involve a","page_number":28,"box":{"x":59,"y":724,"width":868,"height":13}},{"id":"a56d889b-ef39-4a94-be0c-20b8737bf089","block_type":"box","text":"greater credit risk of default due to the need to service more senior debt of the issuer. Similarly, preferred equity investments","page_number":28,"box":{"x":59,"y":739,"width":868,"height":13}},{"id":"1ddbd658-020c-4dc4-b1d1-8facda759e24","block_type":"box","text":"involve a greater risk of loss than conventional debt financing due to their non-collateralized nature and subordinated","page_number":28,"box":{"x":60,"y":754,"width":820,"height":13}},{"id":"3588aade-3166-45ae-b7fd-6a88a5212170","block_type":"box","text":"ranking. Investments in CMBS may also be junior in priority in the event of bankruptcy or similar proceedings. Investments in","page_number":28,"box":{"x":60,"y":770,"width":871,"height":12}},{"id":"c10a9e72-e27b-4ef5-ab4c-942bb7de0302","block_type":"box","text":"senior loans may be effectively subordinated if the senior loan is pledged as collateral. The ability of a holder of junior claims","page_number":28,"box":{"x":59,"y":785,"width":867,"height":12}},{"id":"a17da2ea-2311-4e0b-80be-edca92ea2323","block_type":"box","text":"to proceed against a defaulting issuer is circumscribed by the terms of the particular contractual arrangement, which vary","page_number":28,"box":{"x":59,"y":800,"width":854,"height":12}},{"id":"0b60f2cd-361a-4707-9a9a-5ccf55ff19fa","block_type":"box","text":"considerably from transaction to transaction.","page_number":28,"box":{"x":59,"y":815,"width":315,"height":12}},{"id":"082b0667-12e7-40c8-baa8-0e8873b8e2ed","block_type":"box","text":"U.S. Tax Risk.","page_number":28,"box":{"x":60,"y":841,"width":89,"height":10}},{"id":"f0fd2c22-d87a-4477-a3a0-2b11d56eea96","block_type":"box","text":"Certain U.S. Real Estate Companies are subject to special U.S. federal tax requirements. A REIT that fails to","page_number":28,"box":{"x":155,"y":841,"width":739,"height":13}},{"id":"7570668d-ef1f-4aaa-bd78-a73f067bd49a","block_type":"box","text":"comply with such tax requirements may be subject to U.S. federal income taxation, which may affect the value of the REIT","page_number":28,"box":{"x":59,"y":857,"width":854,"height":12}},{"id":"35ac3321-456e-4513-a06f-730dea59658e","block_type":"box","text":"and the characterization of the REIT’s distributions. The U.S. federal tax requirement that a REIT distribute substantially all of","page_number":28,"box":{"x":59,"y":872,"width":871,"height":12}},{"id":"8b92455e-1e8f-4604-8a91-064a10c964cb","block_type":"box","text":"its net income to its shareholders may result in a REIT having insufficient capital for future expenditures. A REIT that","page_number":28,"box":{"x":60,"y":887,"width":810,"height":12}},{"id":"e2cde221-89c5-4265-ab9d-a07a7e1c3492","block_type":"box","text":"16","page_number":28,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"d5a738b6-b2d5-4f4b-871a-c9a3dd23617f","block_type":"box","text":"successfully maintains its qualification may still become subject to U.S. federal, state and local taxes, including excise,","page_number":29,"box":{"x":59,"y":67,"width":822,"height":12}},{"id":"f94950a9-9a12-45bd-82a8-109cf077eefb","block_type":"box","text":"penalty, franchise, payroll, mortgage recording, and transfer taxes, both directly and indirectly through its subsidiaries.","page_number":29,"box":{"x":59,"y":82,"width":825,"height":12}},{"id":"6964b605-dec3-49e4-82fc-1a769e38d13c","block_type":"box","text":"Because REITs often do not provide complete tax information until after the calendar year-end, an Underlying Fund may at","page_number":29,"box":{"x":60,"y":97,"width":857,"height":12}},{"id":"603cbaef-bb43-44a8-845f-b5f4e0877cba","block_type":"box","text":"times need to request permission to extend the deadline for issuing your tax reporting statement or supplement the","page_number":29,"box":{"x":59,"y":112,"width":812,"height":12}},{"id":"937ae41f-1563-417e-87b4-15143d146bc9","block_type":"box","text":"information otherwise provided to you.","page_number":29,"box":{"x":60,"y":127,"width":272,"height":12}},{"id":"e3f7c42a-13e7-46e5-b056-fe25954dc164","block_type":"box","text":"Risk of Investing in Technology Companies.","page_number":29,"box":{"x":60,"y":154,"width":313,"height":12}},{"id":"35bdb14f-383e-43f2-84fd-ac7c2191ed3a","block_type":"box","text":"Technology companies and companies that rely heavily on technological","page_number":29,"box":{"x":382,"y":154,"width":508,"height":12}},{"id":"43bc3c5f-6454-4a48-9899-824d2e9f2444","block_type":"box","text":"advances may have limited product lines, markets, financial resources and personnel. These companies may face rapid","page_number":29,"box":{"x":59,"y":169,"width":830,"height":12}},{"id":"2dc99032-ce70-4412-9aec-f1ad915c0525","block_type":"box","text":"product obsolescence as well as unexpected risks and costs related to new product introduction and technological","page_number":29,"box":{"x":59,"y":184,"width":803,"height":12}},{"id":"05f7c79a-8dbe-46c4-93c3-ac178bf94c5a","block_type":"box","text":"developments, such as artificial intelligence and machine learning. Technology companies may be adversely affected by","page_number":29,"box":{"x":59,"y":199,"width":838,"height":12}},{"id":"0815c6b8-71ca-448c-8428-a002a24c413e","block_type":"box","text":"disruptions to supply chains and distribution networks as well as issues at third-party partners. They are heavily dependent","page_number":29,"box":{"x":59,"y":214,"width":861,"height":12}},{"id":"4325305f-a13a-481f-9494-7ea5bd6056c3","block_type":"box","text":"on patent and other intellectual property rights, and the loss or impairment of these rights may adversely affect their","page_number":29,"box":{"x":59,"y":229,"width":815,"height":12}},{"id":"5cae4a1e-f2aa-400e-8b3a-35cdf4c02edc","block_type":"box","text":"profitability. Technology companies may face increased government scrutiny and may be subject to adverse government or","page_number":29,"box":{"x":59,"y":244,"width":864,"height":13}},{"id":"e15d7ebf-660e-4326-a616-e26c81baef0f","block_type":"box","text":"legal action. These companies also may be adversely affected by, among other things, actual or perceived security","page_number":29,"box":{"x":60,"y":259,"width":796,"height":13}},{"id":"4df848e7-8f93-4080-aa2d-e768683aed1d","block_type":"box","text":"vulnerabilities or other defects in their products and services, which may result in lawsuits, government enforcement actions","page_number":29,"box":{"x":59,"y":274,"width":871,"height":13}},{"id":"d4f70401-3001-4bb4-a19c-f5078a4f2fff","block_type":"box","text":"and other remediation costs.","page_number":29,"box":{"x":59,"y":290,"width":201,"height":9}},{"id":"663918a4-8d8d-4efe-b43c-03e0803fcc35","block_type":"box","text":"Risk of Investing in the Utilities Sector.","page_number":29,"box":{"x":60,"y":316,"width":274,"height":12}},{"id":"2e680344-e203-49a1-8f2a-c558f4bf20aa","block_type":"box","text":"The utilities sector may be adversely affected by changing commodity prices,","page_number":29,"box":{"x":343,"y":316,"width":539,"height":12}},{"id":"b32db5b4-ae29-411f-a5e3-7dcf6343f1f3","block_type":"box","text":"government regulation stipulating rates charged by utilities, increased tariffs, changes in tax laws, interest rate fluctuations","page_number":29,"box":{"x":59,"y":331,"width":858,"height":13}},{"id":"c7050289-76ee-46ac-bcf7-c9a85800101e","block_type":"box","text":"and changes in the cost of providing specific utility services. The utilities industry is also subject to potential terrorist attacks,","page_number":29,"box":{"x":59,"y":346,"width":872,"height":13}},{"id":"559dc198-a135-42a7-9faa-1ce481be2b6d","block_type":"box","text":"natural disasters and severe weather conditions, as well as regulatory and operational burdens associated with the operation","page_number":29,"box":{"x":60,"y":361,"width":872,"height":13}},{"id":"4c6331fd-27e0-4c49-be01-5d2132d90fad","block_type":"box","text":"and maintenance of nuclear facilities. Government regulators monitor and control utility revenues and costs, and therefore","page_number":29,"box":{"x":59,"y":377,"width":858,"height":12}},{"id":"56bf2d0c-79f5-475b-a791-76910bf939b2","block_type":"box","text":"may limit utility profits. Federal legislation may facilitate the construction of electric transmission lines not only by public","page_number":29,"box":{"x":60,"y":392,"width":841,"height":12}},{"id":"048c25e3-268e-40fc-b7e3-e020edf7a368","block_type":"box","text":"utilities but also by independent transmission developers, which could increase competition in the wholesale electricity","page_number":29,"box":{"x":60,"y":407,"width":832,"height":12}},{"id":"fcdc2983-4f3d-4e0a-8e05-ead69abf9477","block_type":"box","text":"markets. In certain countries, regulatory authorities may also restrict a company’s access to new markets, thereby","page_number":29,"box":{"x":60,"y":422,"width":796,"height":12}},{"id":"be0117e5-f7d5-40db-bf54-13c5be9905e0","block_type":"box","text":"diminishing the company’s long-term prospects.","page_number":29,"box":{"x":59,"y":437,"width":340,"height":12}},{"id":"fe8319da-a092-47f7-bb55-6f830a63c2a7","block_type":"box","text":"There are substantial differences among the regulatory practices and policies of various jurisdictions, and any regulatory","page_number":29,"box":{"x":59,"y":463,"width":842,"height":13}},{"id":"1f9b24e4-c56a-4a68-82d0-f87b70120293","block_type":"box","text":"agency may make major shifts in policy from time to time. There is no assurance that regulatory authorities will, in the future,","page_number":29,"box":{"x":59,"y":479,"width":878,"height":12}},{"id":"b12c8e24-67d8-4751-b1ad-d941ab267e3e","block_type":"box","text":"grant rate increases. Additionally, existing and possible future regulatory legislation may make it even more difficult for","page_number":29,"box":{"x":59,"y":494,"width":830,"height":12}},{"id":"9f824d13-67fd-4144-ac50-f5931318b8dd","block_type":"box","text":"utilities to obtain adequate relief. Certain of the issuers of securities held in the Underlying Fund’s portfolio may own or","page_number":29,"box":{"x":60,"y":509,"width":831,"height":12}},{"id":"81cf9186-1307-4b98-a654-4e51250a0aac","block_type":"box","text":"operate nuclear generating facilities. Governmental authorities may from time to time review existing policies and impose","page_number":29,"box":{"x":59,"y":524,"width":851,"height":12}},{"id":"b2932fff-e964-47e0-b625-61c081a0c475","block_type":"box","text":"additional requirements governing the licensing, construction and operation of nuclear power plants. Prolonged changes in","page_number":29,"box":{"x":59,"y":539,"width":863,"height":12}},{"id":"3d3916bb-7fd0-4f31-bf92-9b911afc4c14","block_type":"box","text":"climate conditions can also have a significant impact on both the revenues of an electric and gas utility as well as the","page_number":29,"box":{"x":59,"y":554,"width":818,"height":13}},{"id":"c4da4282-0d4e-4155-8dcd-1efd38de8aea","block_type":"box","text":"expenses of a utility, particularly a hydro-based electric utility.","page_number":29,"box":{"x":59,"y":569,"width":428,"height":13}},{"id":"6bc5f703-f7e4-48dc-abb3-c513369c8f21","block_type":"box","text":"The rates that traditional regulated utility companies may charge their customers generally are subject to review and","page_number":29,"box":{"x":59,"y":596,"width":816,"height":12}},{"id":"17f0ba84-4548-48e9-9df5-f9cea02cfcce","block_type":"box","text":"limitation by governmental regulatory commissions. Rate changes may occur only after a prolonged approval period or may","page_number":29,"box":{"x":60,"y":611,"width":868,"height":12}},{"id":"54d1bb15-0022-46b9-9f19-f7210f457f6e","block_type":"box","text":"not occur at all, which could adversely affect utility companies when costs are rising. The value of regulated utility debt","page_number":29,"box":{"x":60,"y":626,"width":832,"height":12}},{"id":"26f576c7-2c6d-442f-8d9e-f781b22f3a0b","block_type":"box","text":"securities (and, to a lesser extent, equity securities) tends to have an inverse relationship to the movement of interest rates.","page_number":29,"box":{"x":59,"y":641,"width":860,"height":12}},{"id":"757fa8ab-6425-4e3e-bb78-15e77233f711","block_type":"box","text":"Certain utility companies have experienced full or partial deregulation in recent years. These utility companies are frequently","page_number":29,"box":{"x":59,"y":656,"width":869,"height":13}},{"id":"734a5e30-e419-4221-8163-757ff5a8ec12","block_type":"box","text":"more similar to industrial companies in that they are subject to greater competition and have been permitted by regulators to","page_number":29,"box":{"x":60,"y":671,"width":876,"height":13}},{"id":"2d063a83-fd55-4609-ad96-293f1c7cd549","block_type":"box","text":"diversify outside of their original geographic regions and their traditional lines of business. As a result, some companies may","page_number":29,"box":{"x":59,"y":686,"width":870,"height":13}},{"id":"03edfa69-a454-410a-aadf-dead6feb667a","block_type":"box","text":"be forced to defend their core business and may be less profitable. Deregulation may also permit a utility company to expand","page_number":29,"box":{"x":60,"y":702,"width":874,"height":12}},{"id":"1e39a022-120c-4c8a-8911-e26f3c6fab8b","block_type":"box","text":"outside of its traditional lines of business and engage in riskier ventures.","page_number":29,"box":{"x":59,"y":717,"width":503,"height":12}},{"id":"f5fcbc97-66aa-48dc-a639-9cdf041383c4","block_type":"box","text":"Proxy Voting Policies","page_number":29,"box":{"x":62,"y":747,"width":343,"height":30}},{"id":"e2eb3eaa-30e1-433e-8bcb-d066a8217a88","block_type":"box","text":"The Board has delegated the voting of proxies for each Fund’s securities to BFA pursuant to (i) the Open-End Active and","page_number":29,"box":{"x":59,"y":788,"width":840,"height":13}},{"id":"1d9f6bea-39e3-4bc0-be3e-b812ea788c04","block_type":"box","text":"Fixed Income Index Fund Proxy Voting Policy (the “Active Fund Proxy Voting Policy”), with respect to certain Funds, and (ii)","page_number":29,"box":{"x":60,"y":804,"width":859,"height":12}},{"id":"c677eb3a-df95-4246-ac9f-a71c9369eb04","block_type":"box","text":"the Index Equity Fund Proxy Voting Policy, with respect to certain other Funds, as applicable. Please refer to the table below,","page_number":29,"box":{"x":59,"y":819,"width":863,"height":12}},{"id":"dcc9b0d9-f496-4405-977c-05a8929946bc","block_type":"box","text":"which discloses the policy applicable to each Fund in this SAI. Information that does not apply to a Fund does not form a part","page_number":29,"box":{"x":59,"y":834,"width":878,"height":12}},{"id":"7b1037ea-d7a5-4eb8-bdba-8e710d479b47","block_type":"box","text":"of that Fund’s SAI and should not be relied on by investors in that Fund. Only information that is clearly identified as","page_number":29,"box":{"x":59,"y":849,"width":811,"height":12}},{"id":"18d19e87-009e-4c59-bdfc-ee43847f5cb2","block_type":"box","text":"applicable to a Fund is considered to form a part of that Fund’s SAI.","page_number":29,"box":{"x":59,"y":864,"width":471,"height":12}},{"id":"40604063-3f82-4215-858a-ef69caea32d8","block_type":"box","text":"17","page_number":29,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"811e19ef-52ae-40b0-98fe-409b5980af5b","block_type":"box","text":"With respect to Funds covered by the Active Fund Proxy Voting Policy, BFA has adopted the BlackRock Active Investment","page_number":30,"box":{"x":59,"y":67,"width":844,"height":12}},{"id":"1c3d6b10-4669-44a7-a980-e51ac0b69b1c","block_type":"box","text":"Stewardship - Global Engagement and Voting Guidelines (the “BAIS Guidelines”). Certain of such Funds, as listed within the","page_number":30,"box":{"x":59,"y":82,"width":865,"height":12}},{"id":"a1b15fcf-ba6d-431c-8a63-7d2ff042a3c3","block_type":"box","text":"Active Fund Proxy Voting Policy and as disclosed in the table below, follow supplemental guidelines within the BAIS","page_number":30,"box":{"x":59,"y":97,"width":806,"height":12}},{"id":"877d6314-33b7-4ae9-b8ef-3e1e6e1b44a8","block_type":"box","text":"Guidelines that are applicable to certain climate and decarbonization issues (the “BAIS Climate and Decarbonization","page_number":30,"box":{"x":59,"y":112,"width":812,"height":12}},{"id":"86bc114d-2668-472b-a83f-73e904616ee0","block_type":"box","text":"Stewardship Guidelines”).","page_number":30,"box":{"x":59,"y":127,"width":180,"height":12}},{"id":"97886cb5-b74a-425b-a061-d0e8d56a0c7d","block_type":"box","text":"With respect to Funds covered by the Index Equity Fund Proxy Voting Policy, BFA has adopted the BlackRock Investment","page_number":30,"box":{"x":59,"y":154,"width":839,"height":12}},{"id":"a88b7211-6dc8-4713-8e08-0698aaae6a7e","block_type":"box","text":"Stewardship (“BIS”) Global Benchmark Policy, comprised of the Global Principles for Benchmark Policies, regional voting","page_number":30,"box":{"x":59,"y":169,"width":839,"height":12}},{"id":"bd3b1e0b-92bc-444b-b401-b0f48d66df9b","block_type":"box","text":"guidelines, and engagement priorities, which are each available upon request. In addition, certain of such Funds, as listed","page_number":30,"box":{"x":59,"y":184,"width":847,"height":12}},{"id":"5af0cd4e-e68a-4098-8073-cae011747237","block_type":"box","text":"within the Index Equity Fund Proxy Voting Policy and as disclosed in the table below, follow supplemental guidelines that are","page_number":30,"box":{"x":59,"y":199,"width":870,"height":12}},{"id":"f8b214e0-181b-4d1a-9d8d-d83223ac4886","block_type":"box","text":"applicable to certain climate and decarbonization issues (the “BIS Climate and Decarbonization Stewardship Guidelines”).","page_number":30,"box":{"x":59,"y":214,"width":851,"height":12}},{"id":"f41142f7-90e4-4fd2-929d-9bd33dc5f0c2","block_type":"box","text":"Fund","page_number":30,"box":{"x":227,"y":283,"width":28,"height":8}},{"id":"a0db25ae-006f-455c-9b6b-52a214a9e96d","block_type":"box","text":"Open-End","page_number":30,"box":{"x":446,"y":243,"width":58,"height":10}},{"id":"6b18b492-2ec2-4f39-9668-fe153fea5437","block_type":"box","text":"Active and Fixed","page_number":30,"box":{"x":428,"y":253,"width":94,"height":8}},{"id":"f2f0842f-8db3-4a46-9b20-8278cda62a06","block_type":"box","text":"Income Index","page_number":30,"box":{"x":437,"y":263,"width":78,"height":8}},{"id":"61a567d7-44d9-47ad-b0cb-11ec5afac7a7","block_type":"box","text":"Fund Proxy","page_number":30,"box":{"x":444,"y":273,"width":64,"height":10}},{"id":"be848c8b-931d-43f7-b1b6-53923a3177a6","block_type":"box","text":"Voting Policy","page_number":30,"box":{"x":438,"y":283,"width":75,"height":10}},{"id":"eed6e6ce-3eb5-4f27-bc2e-9bd988ee0483","block_type":"box","text":"BAIS Climate","page_number":30,"box":{"x":556,"y":253,"width":73,"height":8}},{"id":"b6c59248-eefd-4174-8ff2-fd025e853a09","block_type":"box","text":"and Decarbonization","page_number":30,"box":{"x":533,"y":263,"width":119,"height":8}},{"id":"cd2e18a7-9dc7-4949-8d54-643cc032f417","block_type":"box","text":"Stewardship","page_number":30,"box":{"x":557,"y":273,"width":71,"height":10}},{"id":"fc8504d8-aabb-4ca7-a114-b915ad641437","block_type":"box","text":"Guidelines Apply","page_number":30,"box":{"x":544,"y":283,"width":98,"height":10}},{"id":"3dbb38b8-ddc0-42a0-a80d-e6fd77b58f13","block_type":"box","text":"Index Equity Fund Proxy","page_number":30,"box":{"x":664,"y":273,"width":139,"height":10}},{"id":"d3b700dd-1c23-45b3-86b8-0aca58feb83f","block_type":"box","text":"Voting Policy","page_number":30,"box":{"x":695,"y":283,"width":75,"height":10}},{"id":"583d7b9c-a187-463b-84fa-06e8e23d0af1","block_type":"box","text":"BIS Climate","page_number":30,"box":{"x":841,"y":253,"width":64,"height":8}},{"id":"a8469bc7-fc61-40ce-b1fa-fc9f2009df86","block_type":"box","text":"and Decarbonization","page_number":30,"box":{"x":813,"y":263,"width":119,"height":8}},{"id":"e5efcea5-c0df-4bdd-9972-0013fb98f570","block_type":"box","text":"Stewardship","page_number":30,"box":{"x":837,"y":273,"width":71,"height":10}},{"id":"73243ee6-2584-4048-868b-f5d51d3c9363","block_type":"box","text":"Guidelines Apply","page_number":30,"box":{"x":824,"y":283,"width":98,"height":10}},{"id":"784d337c-e68a-46ba-ba8c-1f9c5e9fbc59","block_type":"box","text":"iShares Large Cap 10% Target Buffer Sep ETF X","page_number":30,"box":{"x":65,"y":302,"width":415,"height":12}},{"id":"cdb6cf8a-2558-4e82-bff2-9c1850222f99","block_type":"box","text":"If a Fund invests in an underlying fund managed by BlackRock, the Fund will use its proxy voting policy when voting on","page_number":30,"box":{"x":60,"y":326,"width":831,"height":12}},{"id":"b0d3edbb-1923-44c6-a38d-6d033eef2f59","block_type":"box","text":"proxies for the underlying fund while the underlying fund will use its proxy voting policy when voting proxies on investments","page_number":30,"box":{"x":59,"y":341,"width":872,"height":13}},{"id":"e565956f-de33-4921-bca2-5cfa08c9a221","block_type":"box","text":"the underlying fund holds. Therefore, the Fund may use the Active Fund Proxy Voting Policy while an underlying fund may","page_number":30,"box":{"x":59,"y":356,"width":856,"height":13}},{"id":"4b76aa56-c253-409c-88ff-2373c0f409cd","block_type":"box","text":"use the Index Equity Fund Proxy Voting Policy, and the opposite is also true.","page_number":30,"box":{"x":60,"y":371,"width":526,"height":13}},{"id":"455c1053-42be-47ae-a70e-ffdfca3b6fbb","block_type":"box","text":"Copies of the Active Fund Proxy Voting Policy, Index Equity Fund Proxy Voting Policy, the BAIS Guidelines, the Global","page_number":30,"box":{"x":59,"y":398,"width":810,"height":12}},{"id":"429b4fa2-5e3f-4578-8c78-e050f8a28c5b","block_type":"box","text":"Principles for Benchmark Policies and the BIS Climate and Decarbonization Stewardship Guidelines are included in Appendix","page_number":30,"box":{"x":60,"y":413,"width":869,"height":12}},{"id":"5652a3a5-e24c-415d-a290-6b602dcdbb61","block_type":"box","text":"A of this SAI.","page_number":30,"box":{"x":59,"y":428,"width":89,"height":10}},{"id":"67175a43-da15-4623-bfa0-0eece41630fc","block_type":"box","text":"Information with respect to how proxies relating to each Fund’s portfolio securities, when available, were voted during the","page_number":30,"box":{"x":60,"y":455,"width":852,"height":12}},{"id":"2f65828b-8c5f-44f3-ba12-4e663035c5a3","block_type":"box","text":"12-month period ended June 30 is available: (i) without charge, upon request, by calling 1-800-iShares (1-800-474-2737) or","page_number":30,"box":{"x":61,"y":470,"width":860,"height":12}},{"id":"6ff99f16-e0fb-4e05-963f-45ce5f61f0c1","block_type":"box","text":"through the Fund’s website at www.blackrock.com/proxyrecords; and (ii) on the SEC’s website at www.sec.gov.","page_number":30,"box":{"x":59,"y":485,"width":783,"height":12}},{"id":"bcb9c435-455c-40b7-9d14-2d4a88e8e983","block_type":"box","text":"Portfolio Holdings Information","page_number":30,"box":{"x":62,"y":516,"width":506,"height":29}},{"id":"5c2385ae-6ab3-4382-8e8c-35d918634352","block_type":"box","text":"On each Business Day (as defined in the","page_number":30,"box":{"x":59,"y":557,"width":280,"height":12}},{"id":"5e1099fa-5140-4209-b264-6c3a62cf7604","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":30,"box":{"x":345,"y":557,"width":299,"height":12}},{"id":"667ed354-3bbb-40ec-83f9-edb0252fb0a8","block_type":"box","text":"section of this SAI), prior to the opening","page_number":30,"box":{"x":649,"y":557,"width":280,"height":12}},{"id":"67d2cf19-2960-462f-8bd8-27ecc20af05b","block_type":"box","text":"of regular trading on the Fund’s primary listing exchange, the Fund discloses on its website (www.iShares.com) certain","page_number":30,"box":{"x":59,"y":572,"width":832,"height":12}},{"id":"fee3683d-6b07-4ec2-9835-e62d1dab48c0","block_type":"box","text":"information relating to the portfolio holdings that will form the basis of the Fund’s next net asset value per share calculation.","page_number":30,"box":{"x":60,"y":587,"width":869,"height":12}},{"id":"5baaadfe-06c8-477a-8082-57d06e1107f1","block_type":"box","text":"In addition, certain information may also be made available to certain parties:","page_number":30,"box":{"x":60,"y":613,"width":539,"height":13}},{"id":"ced336d3-d073-4110-87a9-f5e2c0ae7421","block_type":"box","text":"•","page_number":30,"box":{"x":59,"y":637,"width":4,"height":3}},{"id":"1e4a2c46-b090-4425-a346-05b00cb1c1ab","block_type":"box","text":"Communications of Data Files:","page_number":30,"box":{"x":92,"y":634,"width":220,"height":9}},{"id":"b8784712-3a9b-40ef-9c31-3e14fe78e564","block_type":"box","text":"The Fund may make available through the facilities of the National Securities Clearing","page_number":30,"box":{"x":317,"y":634,"width":597,"height":12}},{"id":"4dff36cc-d020-4b81-8124-70be2b19ce6a","block_type":"box","text":"Corporation (“NSCC”) or through posting on the www.iShares.com, prior to the opening of trading on each business","page_number":30,"box":{"x":92,"y":649,"width":816,"height":12}},{"id":"e70b809e-7727-42fd-bdba-45b643e86b75","block_type":"box","text":"day, a list of the Fund’s holdings (generally pro-rata) that Authorized Participants could deliver to the Fund to settle","page_number":30,"box":{"x":92,"y":664,"width":804,"height":12}},{"id":"3bb33d5c-ebf7-4fe3-a174-8a947731b520","block_type":"box","text":"purchases of the Fund (i.e., Deposit Securities) or that Authorized Participants would receive from the Fund to settle","page_number":30,"box":{"x":92,"y":679,"width":810,"height":12}},{"id":"509cf2af-798e-4348-9c58-7511128f1e95","block_type":"box","text":"redemptions of the Fund (i.e., Fund Securities). These files are known as the Portfolio Composition File and the Fund","page_number":30,"box":{"x":92,"y":694,"width":813,"height":12}},{"id":"2faec5ec-8ec4-49fe-932b-d19d3d9cb557","block_type":"box","text":"Data File (collectively, “Files”). The Files are applicable for the next trading day and are provided to the NSCC and/or","page_number":30,"box":{"x":92,"y":709,"width":810,"height":12}},{"id":"902d4b17-7f59-419d-9c7b-58599e756a41","block_type":"box","text":"posted on www.iShares.com after the close of markets in the U.S.","page_number":30,"box":{"x":92,"y":724,"width":457,"height":13}},{"id":"87377dd3-4d09-4d3b-a5c5-0c0d5b0c00f5","block_type":"box","text":"•","page_number":30,"box":{"x":59,"y":748,"width":4,"height":3}},{"id":"908d6001-d3ef-4700-aea4-ad09c8428883","block_type":"box","text":"Communications with Authorized Participants, Liquidity Providers and Certain Other Third Parties:","page_number":30,"box":{"x":92,"y":744,"width":710,"height":13}},{"id":"977dd27a-6451-4d1c-90dd-8b019cac7dff","block_type":"box","text":"Certain employees","page_number":30,"box":{"x":808,"y":744,"width":128,"height":13}},{"id":"639f77f4-1987-46c7-a36b-9a8ee8af7eda","block_type":"box","text":"of BlackRock are responsible for interacting with Authorized Participants and liquidity providers with respect to","page_number":30,"box":{"x":92,"y":760,"width":775,"height":12}},{"id":"3ec2659f-8b0c-4ca2-98b8-4c831ca26ac1","block_type":"box","text":"discussing custom basket proposals as described in the","page_number":30,"box":{"x":92,"y":775,"width":388,"height":12}},{"id":"648f703a-c2ac-464e-8c60-088901073304","block_type":"box","text":"Custom Baskets","page_number":30,"box":{"x":485,"y":775,"width":111,"height":9}},{"id":"5240fa65-52df-4dab-b8b6-6167f55102e5","block_type":"box","text":"section of this SAI. As part of these discussions,","page_number":30,"box":{"x":601,"y":775,"width":333,"height":12}},{"id":"89091a7f-bab9-4b91-92ba-c0d14934bb4c","block_type":"box","text":"these employees may discuss with an Authorized Participant or liquidity provider the securities the Fund is willing to","page_number":30,"box":{"x":91,"y":790,"width":813,"height":12}},{"id":"8eb09464-060e-4f00-80e1-b4db3537a3b3","block_type":"box","text":"accept for a creation, and securities that the Fund will provide on a redemption.","page_number":30,"box":{"x":92,"y":805,"width":555,"height":12}},{"id":"b29569d8-8d0d-419a-8af6-3c66673ec28e","block_type":"box","text":"BlackRock employees may also discuss portfolio holdings-related information with broker/dealers, in connection with","page_number":30,"box":{"x":92,"y":831,"width":824,"height":13}},{"id":"3691b587-9896-47ae-8c8d-165cd7938b04","block_type":"box","text":"settling the Fund’s transactions, and securities lending borrowers in connection with loan transactions, each as may be","page_number":30,"box":{"x":92,"y":846,"width":833,"height":13}},{"id":"b4562982-1896-47a9-929f-90a1258298a8","block_type":"box","text":"necessary to conduct business in the ordinary course in a manner consistent with the disclosure in the Fund’s current","page_number":30,"box":{"x":92,"y":862,"width":825,"height":12}},{"id":"1d30b1b4-30aa-4e7e-9ec4-4a42ad8bd6b6","block_type":"box","text":"registration statement.","page_number":30,"box":{"x":92,"y":878,"width":158,"height":11}},{"id":"f45850a2-d448-408a-a52a-6cce90fa80f0","block_type":"box","text":"18","page_number":30,"box":{"x":492,"y":916,"width":14,"height":9}},{"id":"772f3285-d6e5-4250-a611-bfcdc326b705","block_type":"box","text":"•","page_number":31,"box":{"x":59,"y":70,"width":4,"height":3}},{"id":"82242808-7130-4290-951a-0ae5927ab372","block_type":"box","text":"Communications with Listing Exchanges:","page_number":31,"box":{"x":92,"y":67,"width":297,"height":12}},{"id":"b9d163a3-df8b-41ac-bf14-25e622e14f1b","block_type":"box","text":"From time to time, employees of BlackRock may discuss portfolio holdings","page_number":31,"box":{"x":395,"y":67,"width":520,"height":12}},{"id":"550d780e-f8a5-4243-b88b-1d3284c1a33b","block_type":"box","text":"information with the applicable primary listing exchange for the Fund as needed to meet the exchange listing standards.","page_number":31,"box":{"x":92,"y":82,"width":842,"height":12}},{"id":"c41f9e5d-73a7-4734-9c80-2770ae9c87af","block_type":"box","text":"•","page_number":31,"box":{"x":59,"y":105,"width":4,"height":4}},{"id":"83fa394a-a78c-4619-9aab-7e0d59fbdaa6","block_type":"box","text":"Communications with Other Portfolio Managers:","page_number":31,"box":{"x":92,"y":102,"width":351,"height":12}},{"id":"3391f4b8-33dd-4060-b0d2-37f0bab47909","block_type":"box","text":"Certain information may be provided to employees of BlackRock who","page_number":31,"box":{"x":448,"y":102,"width":484,"height":12}},{"id":"c59e99eb-aa5a-4bf1-bd80-4cddc8060ccf","block_type":"box","text":"manage funds that invest a significant percentage of their assets in shares of an underlying fund as necessary to","page_number":31,"box":{"x":92,"y":117,"width":786,"height":12}},{"id":"b76bfd46-1aaf-446d-932e-7b002dde0905","block_type":"box","text":"manage the fund’s investment objective and strategy.","page_number":31,"box":{"x":92,"y":132,"width":373,"height":12}},{"id":"addef8d9-3d1f-4021-ba9f-372f7590d039","block_type":"box","text":"•","page_number":31,"box":{"x":59,"y":156,"width":4,"height":3}},{"id":"b8119891-e6bf-46c5-868c-8a0d97405489","block_type":"box","text":"Communication of Other Information:","page_number":31,"box":{"x":92,"y":152,"width":274,"height":10}},{"id":"32db8b6f-713d-4018-a509-665ec0b9771b","block_type":"box","text":"Certain explanatory information regarding the Files is released to Authorized","page_number":31,"box":{"x":371,"y":152,"width":534,"height":13}},{"id":"f90e7502-1050-403e-9c86-ae3d1b0d7020","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":31,"box":{"x":92,"y":167,"width":822,"height":13}},{"id":"1500ed50-8c34-4ad9-b6b7-13787ad1a6b4","block_type":"box","text":"•","page_number":31,"box":{"x":59,"y":191,"width":4,"height":3}},{"id":"7ca13e3d-2688-4cab-933b-18cdefc83b7e","block_type":"box","text":"Third-Party Service Providers:","page_number":31,"box":{"x":91,"y":188,"width":215,"height":12}},{"id":"bf9bb6d5-94ab-4ed6-9ed7-e6965b84b5df","block_type":"box","text":"Certain portfolio holdings information may be disclosed to Fund Trustees and their","page_number":31,"box":{"x":312,"y":188,"width":579,"height":12}},{"id":"a0c5a984-288f-4746-bb9a-aa3cfe7228ed","block_type":"box","text":"counsel, outside counsel for the Fund, auditors and to certain third-party service providers (","page_number":31,"box":{"x":92,"y":203,"width":641,"height":12}},{"id":"5a86a088-96bf-4504-b024-ab0bcbfed45f","block_type":"box","text":"i.e.","page_number":31,"box":{"x":735,"y":204,"width":17,"height":8}},{"id":"474ee068-4d13-417f-aeae-564bcab0bffc","block_type":"box","text":", fund administrator,","page_number":31,"box":{"x":754,"y":203,"width":141,"height":11}},{"id":"f93e2202-7f22-448d-8b9c-80ba1b87f267","block_type":"box","text":"custodian, proxy voting service) for which a non-disclosure, confidentiality agreement or other obligation is in place with","page_number":31,"box":{"x":92,"y":218,"width":845,"height":12}},{"id":"8e6b50f6-edac-4d9a-ab93-7af03397db8f","block_type":"box","text":"such service providers, as may be necessary to conduct business in the ordinary course in a manner consistent with","page_number":31,"box":{"x":92,"y":233,"width":810,"height":12}},{"id":"f37be174-416e-49ad-8bf2-cb4a09fd5378","block_type":"box","text":"applicable policies, agreements with the Fund, the terms of the current registration statements and federal securities","page_number":31,"box":{"x":92,"y":248,"width":816,"height":12}},{"id":"4b5daa1f-b03f-4032-9bc7-cf745ab90968","block_type":"box","text":"laws and regulations thereunder.","page_number":31,"box":{"x":92,"y":263,"width":227,"height":12}},{"id":"66ac7189-7beb-4a1b-a94e-235df8d1fb9f","block_type":"box","text":"•","page_number":31,"box":{"x":59,"y":287,"width":4,"height":3}},{"id":"1d818f01-81fd-468d-9499-c2270aac84ec","block_type":"box","text":"Liquidity Metrics:","page_number":31,"box":{"x":92,"y":283,"width":124,"height":13}},{"id":"b97e387a-b7d2-4d05-b161-929c9e5f40bb","block_type":"box","text":"“Liquidity Metrics,” which seek to ascertain the Fund’s liquidity profile under BlackRock’s global","page_number":31,"box":{"x":222,"y":283,"width":667,"height":13}},{"id":"4f302759-e5bf-4ced-80bb-fdf27199c4b5","block_type":"box","text":"liquidity risk methodology, include but are not limited to: (a) disclosure regarding the number of days needed to","page_number":31,"box":{"x":92,"y":298,"width":782,"height":13}},{"id":"f05236ea-e558-4054-9ef3-dc47cb1339af","block_type":"box","text":"liquidate a portfolio or the portfolio’s underlying investments; and (b) the percentage of the Fund’s NAV invested in a","page_number":31,"box":{"x":92,"y":314,"width":815,"height":12}},{"id":"81c12cab-6f97-48b1-8360-96f80cbb892d","block_type":"box","text":"particular liquidity tier under BlackRock’s global liquidity risk methodology. The dissemination of position-level liquidity","page_number":31,"box":{"x":92,"y":329,"width":832,"height":12}},{"id":"8c205a34-3c7a-41ea-b5ce-e0f5e2696c08","block_type":"box","text":"metrics data and any non-public regulatory data pursuant to the Liquidity Rule (including SEC liquidity tiering) is not","page_number":31,"box":{"x":92,"y":344,"width":815,"height":12}},{"id":"01a800f7-8eb2-41f6-a47a-1e5617d851ba","block_type":"box","text":"permitted unless pre-approved. Disclosure of portfolio-level liquidity metrics prior to 60 calendar days after calendar","page_number":31,"box":{"x":92,"y":359,"width":814,"height":12}},{"id":"37d47294-e5a7-4f9f-a394-e32ce67358e9","block_type":"box","text":"quarter-end requires a non-disclosure or confidentiality agreement and approval of the Trust’s Chief Compliance Officer.","page_number":31,"box":{"x":92,"y":374,"width":841,"height":12}},{"id":"fe897e82-8219-4652-8d16-fff564bee8ae","block_type":"box","text":"Portfolio-level liquidity metrics disclosure subsequent to 60 calendar days after calendar quarter-end requires the","page_number":31,"box":{"x":92,"y":389,"width":792,"height":12}},{"id":"a5187cf1-62a3-442e-be64-d84911f4a53e","block_type":"box","text":"approval of portfolio management and must be disclosed to all parties requesting the information if disclosed to any","page_number":31,"box":{"x":92,"y":404,"width":814,"height":13}},{"id":"9c323e68-f66e-4063-a451-5c0a94c2dba6","block_type":"box","text":"party.","page_number":31,"box":{"x":92,"y":421,"width":37,"height":11}},{"id":"e1afb35c-d333-48a8-8cfb-7693aba481af","block_type":"box","text":"The Trust’s Chief Compliance Officer or his delegate may authorize disclosure of portfolio holdings information pursuant to","page_number":31,"box":{"x":59,"y":446,"width":862,"height":12}},{"id":"6a035a14-159d-40a9-822e-000c9b858502","block_type":"box","text":"the above policy and procedures, subject to restrictions on selective disclosure imposed by applicable law. The Board reviews","page_number":31,"box":{"x":59,"y":461,"width":873,"height":12}},{"id":"24e028bd-24dc-484e-b312-1803321fc84e","block_type":"box","text":"the policy and procedures for disclosure of portfolio holdings information at least annually.","page_number":31,"box":{"x":59,"y":476,"width":634,"height":12}},{"id":"78741542-a215-476a-9767-09f750394a4c","block_type":"box","text":"Investment Policies","page_number":31,"box":{"x":62,"y":507,"width":318,"height":23}},{"id":"03c5f8ef-4fdb-4bfc-b7a8-bf075acb0df5","block_type":"box","text":"The Board has adopted as fundamental policies the following numbered investment policies, which cannot be changed","page_number":31,"box":{"x":59,"y":548,"width":834,"height":12}},{"id":"8f3f6e28-1bba-4ef9-a530-87aefdaf31ad","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":31,"box":{"x":59,"y":563,"width":835,"height":12}},{"id":"61789105-2474-4b75-acbc-d1a498d44f8e","block_type":"box","text":"outstanding voting securities of the Fund is defined in the 1940 Act as the lesser of (i) 67% or more of the voting securities","page_number":31,"box":{"x":59,"y":578,"width":860,"height":12}},{"id":"59b4929e-a176-4be4-a1ea-f02aaf614a19","block_type":"box","text":"present at a shareholder meeting, if the holders of more than 50% of the outstanding voting securities of the Fund are","page_number":31,"box":{"x":59,"y":593,"width":828,"height":13}},{"id":"8e74d357-b3f3-4e91-9a1f-5e3b470660ad","block_type":"box","text":"present or represented by proxy, or (ii) more than 50% of outstanding voting securities of the Fund. The Fund has also","page_number":31,"box":{"x":59,"y":608,"width":828,"height":13}},{"id":"8367edcd-d31a-4044-8b21-cf50651fe7a2","block_type":"box","text":"adopted certain non-fundamental investment policies, including its investment objective. Non-fundamental investment","page_number":31,"box":{"x":59,"y":623,"width":836,"height":13}},{"id":"d5dde936-2bdd-4a9c-b264-131dd41ee589","block_type":"box","text":"policies may be changed by the Board without shareholder approval. Therefore, the Fund may change its investment","page_number":31,"box":{"x":59,"y":639,"width":815,"height":12}},{"id":"3b048d3b-d319-46ae-bca4-1ea24b0d19b0","block_type":"box","text":"objective without shareholder approval.","page_number":31,"box":{"x":59,"y":654,"width":276,"height":12}},{"id":"130a1b09-a471-4e27-83b9-8839e24d3dca","block_type":"box","text":"Fundamental Investment Policies of the Fund.","page_number":31,"box":{"x":60,"y":680,"width":328,"height":10}},{"id":"8da2f1e6-8b94-4770-9491-1e3e9f1a5f06","block_type":"box","text":"The Fund may not:","page_number":31,"box":{"x":59,"y":707,"width":131,"height":12}},{"id":"dfac134c-923b-4187-ae69-16458bf8fbb2","block_type":"box","text":"1. Purchase the securities of issuers conducting their principal business activity in the same industry if, immediately after","page_number":31,"box":{"x":61,"y":727,"width":865,"height":12}},{"id":"9aa3b52c-1127-45e9-9c76-e894ecac465a","block_type":"box","text":"the purchase and as a result thereof, the value of the Fund’s investments in that industry would equal or exceed 25% of","page_number":31,"box":{"x":98,"y":742,"width":838,"height":12}},{"id":"fce1eee6-40d7-4300-ace2-6ba5a7659d5b","block_type":"box","text":"the current value of the Fund’s total assets, provided that this restriction does not limit the Fund’s: (i) investments in","page_number":31,"box":{"x":98,"y":757,"width":812,"height":12}},{"id":"fc6626e3-cb5a-43ce-9e02-d8ec538b3da9","block_type":"box","text":"securities of other investment companies, (ii) investments in securities issued or guaranteed by the U.S. government, its","page_number":31,"box":{"x":98,"y":772,"width":837,"height":12}},{"id":"30c3cad9-7287-4ed9-8606-314ed6d34ddb","block_type":"box","text":"agencies or instrumentalities, or (iii) investments in repurchase agreements collateralized by U.S. government securities.","page_number":31,"box":{"x":98,"y":787,"width":839,"height":13}},{"id":"b4111e12-3288-4f14-8bb5-a07506fdbb21","block_type":"box","text":"2. Borrow money, except as permitted under the Investment Company Act.","page_number":31,"box":{"x":59,"y":807,"width":545,"height":13}},{"id":"fd8cf8f3-272b-4931-9434-e6dbf7cee67d","block_type":"box","text":"3. Issue senior securities to the extent such issuance would violate the Investment Company Act.","page_number":31,"box":{"x":59,"y":828,"width":699,"height":12}},{"id":"d43e4edf-b700-4edf-852e-97847b0c0265","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":31,"box":{"x":59,"y":848,"width":861,"height":12}},{"id":"40fd9f57-e541-45ef-b0ef-03e92653de1f","block_type":"box","text":"by, or linked to, real estate or interests therein, securities of real estate investment trusts, mortgage-related securities","page_number":31,"box":{"x":99,"y":863,"width":814,"height":12}},{"id":"241e0fe8-b668-4e3d-a4e2-06919df3ba62","block_type":"box","text":"19","page_number":31,"box":{"x":492,"y":916,"width":15,"height":9}},{"id":"6491bfa0-7e02-40d6-a6fc-b00bee2008e9","block_type":"box","text":"and securities of issuers engaged in the real estate business, and the Fund may purchase and hold real estate as a result","page_number":32,"box":{"x":98,"y":67,"width":840,"height":12}},{"id":"f025cdec-8429-4bed-bde7-b7bde3db8cc4","block_type":"box","text":"of the ownership of securities or other instruments.","page_number":32,"box":{"x":98,"y":82,"width":360,"height":12}},{"id":"fdc31313-307b-4a7a-a9c1-33b70f47b2be","block_type":"box","text":"5. Underwrite securities issued by others, except to the extent that the sale of portfolio securities by the Fund may be","page_number":32,"box":{"x":59,"y":102,"width":840,"height":12}},{"id":"c4658c02-add4-4943-bfca-768747757a62","block_type":"box","text":"deemed to be an underwriting or as otherwise permitted by applicable law.","page_number":32,"box":{"x":98,"y":117,"width":524,"height":12}},{"id":"8879841e-6c51-435c-a9d6-2f1dba5f7d19","block_type":"box","text":"6. Purchase or sell commodities or commodity contracts, except as permitted by the Investment Company Act.","page_number":32,"box":{"x":59,"y":137,"width":799,"height":13}},{"id":"237317ee-9b36-4e21-b978-dcc50032d036","block_type":"box","text":"7. Make loans to the extent prohibited by the Investment Company Act.","page_number":32,"box":{"x":59,"y":157,"width":521,"height":13}},{"id":"a43d59d7-0223-4212-96b1-95a35c248a5b","block_type":"box","text":"Notations Regarding the Fund’s Fundamental Investment Policies","page_number":32,"box":{"x":59,"y":184,"width":475,"height":12}},{"id":"f7c8d9d3-1419-4443-abbc-6ac7cdf68f5f","block_type":"box","text":"The following notations are not considered to be part of the Fund’s fundamental investment policies and are subject to","page_number":32,"box":{"x":59,"y":210,"width":832,"height":13}},{"id":"0d4bcba7-c1d8-4a3a-b950-be6b07d24028","block_type":"box","text":"change without shareholder approval.","page_number":32,"box":{"x":59,"y":225,"width":265,"height":13}},{"id":"02f13c81-1358-40bc-a99a-2d884644688c","block_type":"box","text":"With respect to the fundamental policy relating to concentration set forth in (1) above, the Investment Company Act does","page_number":32,"box":{"x":59,"y":252,"width":853,"height":12}},{"id":"d2f80862-5c11-4b0f-b5f0-73072af7c68e","block_type":"box","text":"not define what constitutes “concentration” in an industry. The SEC staff has taken the position that investment of 25% or","page_number":32,"box":{"x":60,"y":267,"width":854,"height":12}},{"id":"23ab94ec-de65-4612-8b87-ce7fed30f54a","block_type":"box","text":"more of a fund’s total assets in one or more issuers conducting their principal activities in the same industry or group of","page_number":32,"box":{"x":60,"y":282,"width":840,"height":12}},{"id":"964b2171-26ea-4658-a3d5-a98f58e1872c","block_type":"box","text":"industries constitutes concentration. It is possible that interpretations of concentration could change in the future. The policy","page_number":32,"box":{"x":60,"y":297,"width":877,"height":13}},{"id":"451da891-c385-4bfb-a700-82dd08eae0d7","block_type":"box","text":"in (1) above will be interpreted to refer to concentration as that term may be interpreted from time to time. The policy also","page_number":32,"box":{"x":60,"y":312,"width":856,"height":13}},{"id":"c49dbdfa-2260-4bea-afb4-1d1f34d585fc","block_type":"box","text":"will be interpreted to permit investment without limit in the following: securities of the U.S. government and its agencies or","page_number":32,"box":{"x":59,"y":327,"width":860,"height":13}},{"id":"8b19c07f-fc9f-42d7-bf58-d7b652f43434","block_type":"box","text":"instrumentalities; securities of state, territory, possession or municipal governments and their authorities, agencies,","page_number":32,"box":{"x":60,"y":343,"width":805,"height":12}},{"id":"b659148e-faae-4976-80c9-3b8b490adeaa","block_type":"box","text":"instrumentalities or political subdivisions; and repurchase agreements collateralized by any such obligations. Accordingly,","page_number":32,"box":{"x":60,"y":358,"width":847,"height":12}},{"id":"f37ed3d1-96e3-4442-bd4a-8ba94a2115df","block_type":"box","text":"issuers of the foregoing securities will not be considered to be members of any industry. There also will be no limit on","page_number":32,"box":{"x":60,"y":373,"width":820,"height":12}},{"id":"e11cf305-560f-4623-b4d8-ddda51a614c1","block_type":"box","text":"investment in issuers domiciled in a single jurisdiction or country. Finance companies will be considered to be in the","page_number":32,"box":{"x":60,"y":388,"width":809,"height":12}},{"id":"7942315b-095c-497d-b457-98f33cbcddcf","block_type":"box","text":"industries of their parents if their activities are primarily related to financing the activities of the parents. Each foreign","page_number":32,"box":{"x":60,"y":403,"width":815,"height":12}},{"id":"310eac84-c90e-4cd7-bf49-a7899f465784","block_type":"box","text":"government will be considered to be a member of a separate industry. With respect to the Fund’s industry classifications, the","page_number":32,"box":{"x":59,"y":418,"width":873,"height":12}},{"id":"1ebcf8f9-d4e8-4fd8-a3d9-d3f7012393b6","block_type":"box","text":"Fund currently utilizes any one or more of the industry sub-classifications used by one or more widely recognized market","page_number":32,"box":{"x":60,"y":433,"width":845,"height":13}},{"id":"1a1df2ae-93fb-42b1-9164-b160be449ee3","block_type":"box","text":"indexes or rating group indexes, and/or as defined by Fund management. The policy also will be interpreted to give broad","page_number":32,"box":{"x":60,"y":448,"width":851,"height":13}},{"id":"6a3d2533-93a7-403f-bfe4-a0236a255aea","block_type":"box","text":"authority to the Fund as to how to classify issuers within or among industries.","page_number":32,"box":{"x":59,"y":463,"width":545,"height":13}},{"id":"ee3221f2-eca5-4655-b7e6-8aede67585d8","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":32,"box":{"x":59,"y":490,"width":843,"height":12}},{"id":"228941bf-6198-42fd-b12e-cfff4ea5ba55","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":32,"box":{"x":59,"y":505,"width":871,"height":12}},{"id":"814fcc12-8897-4647-a574-b13bd5eb6d59","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":32,"box":{"x":59,"y":520,"width":863,"height":12}},{"id":"1443c267-e3b1-410b-82c3-e68225bee756","block_type":"box","text":"include the amounts being borrowed.) To limit the risks attendant to borrowing, the Investment Company Act requires the","page_number":32,"box":{"x":60,"y":535,"width":855,"height":13}},{"id":"7b6fb0f6-9536-4c0a-8249-43c9fc02d68f","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":32,"box":{"x":60,"y":550,"width":854,"height":13}},{"id":"b7d3922e-1928-4633-b696-71f2d18aa79c","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":32,"box":{"x":59,"y":566,"width":840,"height":12}},{"id":"bab3e3f2-4ceb-4cf4-85b2-ff29ea762c76","block_type":"box","text":"bears to the aggregate amount of all borrowings. Borrowing money to increase portfolio holdings is known as “leveraging.”","page_number":32,"box":{"x":60,"y":581,"width":862,"height":12}},{"id":"01b82a11-6fc7-40f2-88c0-6b1487cb30ec","block_type":"box","text":"Certain trading practices and investments, such as reverse repurchase agreements, may be considered to be borrowings or","page_number":32,"box":{"x":59,"y":596,"width":860,"height":12}},{"id":"392d12cb-ce14-4975-a93d-94397a73cf40","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":32,"box":{"x":60,"y":611,"width":861,"height":12}},{"id":"141fd79d-db00-41f4-b58e-acd5a1a1198d","block_type":"box","text":"Investment Company Act, when the Fund engages in reverse repurchase agreements and similar financing transactions, the","page_number":32,"box":{"x":60,"y":626,"width":867,"height":12}},{"id":"c95c91ad-1a41-4198-b872-7c7cdfe79cac","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":32,"box":{"x":60,"y":641,"width":865,"height":12}},{"id":"c943e3b9-500e-46b1-8725-1f2c9d891f40","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":32,"box":{"x":59,"y":656,"width":855,"height":13}},{"id":"cdcc63fb-5d10-41ff-b1a8-b0fef08f69fb","block_type":"box","text":"transactions. Short-term credits necessary for the settlement of securities transactions and arrangements with respect to","page_number":32,"box":{"x":59,"y":671,"width":848,"height":13}},{"id":"c668892e-504a-4c25-945e-9edd45380530","block_type":"box","text":"securities lending will not be considered to be borrowings under the policy. Practices and investments that may involve","page_number":32,"box":{"x":59,"y":686,"width":831,"height":13}},{"id":"3ffeed22-0c35-4ca9-8b23-60f1fca61382","block_type":"box","text":"leverage but are not considered to be borrowings are not subject to the policy.","page_number":32,"box":{"x":60,"y":702,"width":545,"height":12}},{"id":"3af27167-1798-4e01-9dcc-af00e46eec0e","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":32,"box":{"x":59,"y":728,"width":874,"height":12}},{"id":"bd4951b3-7097-4761-b7e8-8020d830f306","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":32,"box":{"x":59,"y":743,"width":876,"height":12}},{"id":"7ae49c95-8e35-49a1-a235-f7d8306e497f","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":32,"box":{"x":59,"y":758,"width":877,"height":13}},{"id":"8a8716c2-9213-454b-b637-450c1d75499c","block_type":"box","text":"assets under certain circumstances. Those circumstances currently are that the amount of a fund’s underwriting","page_number":32,"box":{"x":59,"y":773,"width":789,"height":13}},{"id":"08f4249e-1eb4-43ca-bf7f-37a9035227ed","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":32,"box":{"x":59,"y":788,"width":814,"height":12}},{"id":"ba381dba-6da7-4c37-824d-9c7547e9b11e","block_type":"box","text":"outstanding voting securities of those issuers, cannot exceed the 25% cap. A fund engaging in transactions involving the","page_number":32,"box":{"x":59,"y":804,"width":847,"height":12}},{"id":"3bf134d5-0e57-4814-b4a1-48132ebae0ae","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":32,"box":{"x":59,"y":819,"width":855,"height":12}},{"id":"6c771db3-c45a-4049-8576-03d9746691f1","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":32,"box":{"x":60,"y":834,"width":821,"height":12}},{"id":"48b9b7a4-bdd3-4d68-b256-2f28db139837","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":32,"box":{"x":60,"y":849,"width":836,"height":12}},{"id":"189dea78-72b0-454e-9bf8-f4a8df217b03","block_type":"box","text":"20","page_number":32,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"82b8dd8a-8cad-4293-957a-a6e4648a02c6","block_type":"box","text":"involving the acquisition or disposition of portfolio securities, regardless of whether a fund may be considered to be an","page_number":33,"box":{"x":60,"y":67,"width":829,"height":12}},{"id":"b0fcc4ce-3d4f-4b87-b145-10d406f24350","block_type":"box","text":"underwriter under the 1933 Act or is otherwise engaged in the underwriting business to the extent permitted by applicable","page_number":33,"box":{"x":60,"y":82,"width":860,"height":12}},{"id":"3ec29817-1b97-4e85-9dfd-18ede89304db","block_type":"box","text":"law.","page_number":33,"box":{"x":60,"y":97,"width":25,"height":10}},{"id":"ae0b0d4b-61e0-444b-8c0f-554ad7cfbc61","block_type":"box","text":"With respect to the fundamental policy relating to lending set forth in (7) above, the Investment Company Act does not","page_number":33,"box":{"x":59,"y":123,"width":835,"height":13}},{"id":"ef516de1-f51d-438c-bd1d-ab7bd1aea18e","block_type":"box","text":"prohibit the Fund from making loans (including lending its securities); however, SEC staff interpretations currently prohibit","page_number":33,"box":{"x":59,"y":138,"width":856,"height":13}},{"id":"9186bbfa-d904-4cba-a90c-c5fa17afc187","block_type":"box","text":"funds from lending more than one-third of their total assets (including lending its securities), except through the purchase of","page_number":33,"box":{"x":59,"y":154,"width":878,"height":12}},{"id":"6d6b27ba-0bbe-4f0b-b3a1-344dd7585e8e","block_type":"box","text":"debt obligations or the use of repurchase agreements. In addition, collateral arrangements with respect to options, forward","page_number":33,"box":{"x":59,"y":169,"width":861,"height":12}},{"id":"11d44582-1fce-466e-91bf-ef859693fd67","block_type":"box","text":"currency and futures transactions and other derivative instruments (as applicable), as well as delays in the settlement of","page_number":33,"box":{"x":59,"y":184,"width":842,"height":12}},{"id":"4da361b2-7ee9-4187-8ac5-d2995564cdfa","block_type":"box","text":"securities transactions, will not be considered loans.","page_number":33,"box":{"x":59,"y":199,"width":363,"height":11}},{"id":"955efc86-0cf2-4532-8651-f0c709fcdee9","block_type":"box","text":"Non-Fundamental Investment Policies of the Fund.","page_number":33,"box":{"x":60,"y":225,"width":364,"height":10}},{"id":"745ca5f8-4dc4-4037-b44a-6a626c7f35a6","block_type":"box","text":"Under its non-fundamental investment restrictions, which may be changed by the Board without shareholder approval, the","page_number":33,"box":{"x":60,"y":252,"width":859,"height":12}},{"id":"0b63080b-5054-42e7-8b88-a2c6a740e5b4","block_type":"box","text":"Fund may not:","page_number":33,"box":{"x":60,"y":267,"width":99,"height":12}},{"id":"adfddca5-beec-4a94-8465-74bd7d865988","block_type":"box","text":"1. Purchase shares of any registered open-end investment company or registered unit investment trust, in reliance on","page_number":33,"box":{"x":61,"y":287,"width":840,"height":12}},{"id":"17567139-e8cd-4149-8285-ee041018a2f8","block_type":"box","text":"Section 12(d)(1)(F) or (G) of the Investment Company Act, at any time the Fund has knowledge that its shares are","page_number":33,"box":{"x":98,"y":302,"width":800,"height":13}},{"id":"74ce2319-af7e-4b06-bed4-53fc439cdc87","block_type":"box","text":"purchased by another investment company investor in reliance on the provisions of subparagraph (G) of Section","page_number":33,"box":{"x":98,"y":317,"width":786,"height":13}},{"id":"52c47751-9a87-432d-8caa-020d259f9a3d","block_type":"box","text":"12(d)(1). The foregoing restriction does not restrict the Fund from acquiring the shares of registered open-end","page_number":33,"box":{"x":100,"y":332,"width":773,"height":13}},{"id":"edb3cc09-0045-43ae-8b6b-d9a61257fad9","block_type":"box","text":"investment companies to the extent otherwise permissible under other provisions of the 1940 Act, as interpreted,","page_number":33,"box":{"x":99,"y":348,"width":793,"height":12}},{"id":"c505ce72-6685-433d-a763-1721137da97f","block_type":"box","text":"modified or otherwise permitted by regulatory authority having jurisdiction, from time to time.","page_number":33,"box":{"x":99,"y":363,"width":659,"height":12}},{"id":"99ed5bb6-f2ff-4925-8e4a-5e1bcce0d967","block_type":"box","text":"2. Under normal market conditions, invest less than 80% of its net assets (plus any borrowings for investment purposes)","page_number":33,"box":{"x":59,"y":383,"width":865,"height":12}},{"id":"18ee2e60-5e3b-4596-a101-b9c6433e2c0f","block_type":"box","text":"in securities or other instruments that provide exposure to securities of large-capitalization companies or that provide","page_number":33,"box":{"x":99,"y":398,"width":823,"height":12}},{"id":"4fa7f66c-a93f-4ad1-b4cc-40008ad18d81","block_type":"box","text":"for the upside limit on gains or the downside protection against the losses of securities of large-capitalization","page_number":33,"box":{"x":98,"y":413,"width":763,"height":12}},{"id":"93bf9f6d-3cb8-4c14-b8b5-92fe9dfb721b","block_type":"box","text":"companies.","page_number":33,"box":{"x":98,"y":429,"width":79,"height":12}},{"id":"61f1a288-f637-4984-a8a9-a5b7e9c7a108","block_type":"box","text":"The Fund will notify its shareholders at least 60 days prior to any change in its restrictions described in 2 above.","page_number":33,"box":{"x":59,"y":455,"width":779,"height":12}},{"id":"30198919-b009-4b52-87da-f4c6b3a8a01d","block_type":"box","text":"Notations Regarding the Fund’s Fundamental and Non-Fundamental Investment Policies","page_number":33,"box":{"x":59,"y":481,"width":644,"height":12}},{"id":"bb1e3e99-0e87-4f7f-8958-d8d368c9081f","block_type":"box","text":"Unless otherwise indicated, all limitations under the Fund’s fundamental or non-fundamental investment restrictions apply","page_number":33,"box":{"x":60,"y":508,"width":860,"height":12}},{"id":"f2ba9048-d381-4d1d-98e6-1266e16f03df","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":33,"box":{"x":59,"y":523,"width":830,"height":12}},{"id":"9cdbed20-20ad-40a4-930e-96027509b940","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":33,"box":{"x":59,"y":538,"width":871,"height":12}},{"id":"9403e399-93d3-414e-a5a0-14b1657ca255","block_type":"box","text":"the Fund to dispose of an investment.","page_number":33,"box":{"x":59,"y":553,"width":263,"height":12}},{"id":"8eadd6e3-3e7d-4d20-8b9b-756a1f62b5eb","block_type":"box","text":"Continuous Offering","page_number":33,"box":{"x":60,"y":584,"width":339,"height":29}},{"id":"230fadd0-a4c7-4f38-a29e-f9adc381143e","block_type":"box","text":"The method by which Creation Units are created and traded may raise certain issues under applicable securities laws.","page_number":33,"box":{"x":59,"y":625,"width":820,"height":12}},{"id":"8a6ba332-01ca-4e00-97fd-00f664ece840","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":33,"box":{"x":60,"y":640,"width":865,"height":12}},{"id":"1e3e3989-d12d-46db-910d-f3733e09eb4e","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":33,"box":{"x":60,"y":655,"width":849,"height":12}},{"id":"c965d003-7553-4862-8af9-3384e3dfec78","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":33,"box":{"x":59,"y":670,"width":849,"height":12}},{"id":"93ba3140-80bc-4c17-8904-7c1be2402935","block_type":"box","text":"them statutory underwriters and subject them to the prospectus delivery requirement and liability provisions of the 1933 Act.","page_number":33,"box":{"x":59,"y":685,"width":877,"height":13}},{"id":"355ef739-4966-4d69-9bd8-1f679d9d08ee","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":33,"box":{"x":60,"y":712,"width":860,"height":12}},{"id":"fa07ff8e-6415-468b-85a6-c3323ac9d28a","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":33,"box":{"x":59,"y":727,"width":853,"height":12}},{"id":"40e43d3f-d60e-4231-818d-a475a6c74e10","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":33,"box":{"x":59,"y":742,"width":868,"height":12}},{"id":"4ce1570f-392a-4a6e-b797-dab29741f95d","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":33,"box":{"x":59,"y":757,"width":862,"height":12}},{"id":"cff4e889-a53d-4696-8122-df0b72e40463","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":33,"box":{"x":59,"y":772,"width":861,"height":12}},{"id":"34fa6cac-077a-4976-992a-d45683d8f7f6","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":33,"box":{"x":60,"y":787,"width":861,"height":13}},{"id":"3c840ec6-482a-47bf-9a61-8f614fcb3861","block_type":"box","text":"an underwriter.","page_number":33,"box":{"x":59,"y":802,"width":106,"height":10}},{"id":"10b0935e-80c6-4df9-94b4-1d513df883a8","block_type":"box","text":"Broker-dealer firms should also note that dealers who are not “underwriters” but are effecting transactions in shares,","page_number":33,"box":{"x":60,"y":829,"width":817,"height":12}},{"id":"d2831dda-a3e3-402d-9d91-cd8692b2e760","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":33,"box":{"x":59,"y":844,"width":858,"height":12}},{"id":"8ad4934c-7bef-42b5-835d-ecc88f20cb29","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":33,"box":{"x":59,"y":859,"width":876,"height":12}},{"id":"935aed7b-8146-4462-a02d-662a5d1e7b73","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":33,"box":{"x":59,"y":874,"width":823,"height":13}},{"id":"25f372c9-1a51-4d42-80c9-bbfd64e3c802","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":33,"box":{"x":60,"y":889,"width":864,"height":13}},{"id":"b4d23735-0bab-4bab-8460-07b9f3b7227f","block_type":"box","text":"21","page_number":33,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"7d50dad0-ada2-4820-92f4-98a0037cf8bb","block_type":"box","text":"Act owed to an exchange member in connection with a sale on the Listing Exchange generally is satisfied by the fact that the","page_number":34,"box":{"x":59,"y":67,"width":874,"height":12}},{"id":"e88e9796-8b1a-4d13-91d5-a63da516e54b","block_type":"box","text":"prospectus is available at the Listing Exchange upon request. The prospectus delivery mechanism provided in Rule 153 is","page_number":34,"box":{"x":59,"y":82,"width":845,"height":12}},{"id":"9e0ea56f-6b39-4917-a91b-b95ac9af9981","block_type":"box","text":"available only with respect to transactions on an exchange.","page_number":34,"box":{"x":59,"y":97,"width":413,"height":12}},{"id":"5d24c947-0630-462b-b872-d9c5e20efb90","block_type":"box","text":"Management","page_number":34,"box":{"x":61,"y":129,"width":224,"height":28}},{"id":"4ae8a747-ef4f-4724-b9a9-fd9666d16c23","block_type":"box","text":"Trustees and Officers.","page_number":34,"box":{"x":58,"y":169,"width":158,"height":9}},{"id":"2dbc917c-8a0a-47b4-92d6-a9c42a277abe","block_type":"box","text":"The Board has responsibility for the overall management and operations of the Fund, including","page_number":34,"box":{"x":225,"y":169,"width":662,"height":12}},{"id":"ecf9f7aa-4905-4bb9-b2c5-886942e0a396","block_type":"box","text":"general supervision of the duties performed by BFA and other service providers. Each Trustee serves until he or she resigns, is","page_number":34,"box":{"x":59,"y":184,"width":875,"height":12}},{"id":"a9774666-5980-4fd5-aed0-7018d5f70ae8","block_type":"box","text":"removed, dies, retires or becomes incapacitated. Each officer shall hold office until his or her successor is elected and","page_number":34,"box":{"x":60,"y":199,"width":816,"height":12}},{"id":"1993f711-2f9b-4320-960a-c732bc50187a","block_type":"box","text":"qualifies or until his or her death, resignation or removal. Trustees who are not “interested persons” (as defined in the 1940","page_number":34,"box":{"x":59,"y":214,"width":862,"height":12}},{"id":"395f4dac-5663-4927-b52b-573cd0e8ffc5","block_type":"box","text":"Act) of the Trust are referred to as independent trustees (“Independent Trustees”).","page_number":34,"box":{"x":59,"y":229,"width":578,"height":12}},{"id":"eaed1130-19e5-46b2-b6ad-5b906a04412e","block_type":"box","text":"The registered investment companies advised by BFA or its affiliates (the “BlackRock-advised Funds”) are organized into the","page_number":34,"box":{"x":59,"y":256,"width":867,"height":12}},{"id":"f69b99ad-9829-41a8-bd24-f55dd57af7d5","block_type":"box","text":"BlackRock Multi-Asset Complex, the BlackRock Fixed-Income Complex and the iShares Complex (each, a “BlackRock Fund","page_number":34,"box":{"x":60,"y":271,"width":857,"height":12}},{"id":"67a73ace-a2dc-4c34-ba87-b6842fed5324","block_type":"box","text":"Complex”). The Fund is included in the iShares Complex, which includes iShares Trust, iShares U.S. ETF Trust, and iShares,","page_number":34,"box":{"x":59,"y":286,"width":855,"height":12}},{"id":"f531c715-0036-4809-b5ce-a366f5c4e929","block_type":"box","text":"Inc. Each Trustee also serves as a Director of iShares, Inc. and a Trustee of iShares U.S. ETF Trust and, as a result, oversees all","page_number":34,"box":{"x":60,"y":301,"width":868,"height":11}},{"id":"75cf6fb3-8ca2-4f96-b04b-ebd3af29f1f3","block_type":"box","text":"of the funds within the iShares Complex, which consists of 423 funds as of September 16, 2025. With the exception of","page_number":34,"box":{"x":59,"y":316,"width":828,"height":12}},{"id":"58d11428-6d61-4d41-bde4-a045b782ca7b","block_type":"box","text":"Stephen Cohen, Robert S. Kapito and Aaron Wasserman, the address of each Trustee and officer is c/o BlackRock, Inc., 400","page_number":34,"box":{"x":59,"y":331,"width":860,"height":13}},{"id":"5654418c-5c17-4392-98a2-1bd109970d54","block_type":"box","text":"Howard Street, San Francisco, CA 94105. The address of Mr. Kapito and Mr. Wasserman is c/o BlackRock, Inc., 50 Hudson","page_number":34,"box":{"x":60,"y":346,"width":849,"height":13}},{"id":"08cd3005-d603-4972-843b-56d244dbaff4","block_type":"box","text":"Yards, New York, NY 10001. The address of Mr. Cohen is c/o BlackRock, Inc., Drapers Gardens, 12 Throgmorton Avenue,","page_number":34,"box":{"x":59,"y":361,"width":840,"height":13}},{"id":"dd9040ea-b7d1-4e4b-b872-9dd309ca5d3a","block_type":"box","text":"London EC2N 2DL United Kingdom. The Board has designated John E. Kerrigan as its Independent Board Chair. Additional","page_number":34,"box":{"x":60,"y":377,"width":848,"height":12}},{"id":"b70cac45-8555-4974-8361-14dad596c152","block_type":"box","text":"information about the Fund’s Trustees and officers may be found in this SAI, which is available without charge, upon request,","page_number":34,"box":{"x":60,"y":392,"width":875,"height":12}},{"id":"8f7b9255-c678-4c6a-8de0-af405d60d462","block_type":"box","text":"by calling toll-free 1-800-iShares (1-800-474-2737).","page_number":34,"box":{"x":60,"y":407,"width":358,"height":12}},{"id":"59e737c8-d8ce-4032-9e53-4c5e1655cebb","block_type":"box","text":"Interested Trustees","page_number":34,"box":{"x":60,"y":433,"width":137,"height":10}},{"id":"2550a7f2-587a-42be-ba23-897430ee19bd","block_type":"box","text":"Name (Year of Birth) Position","page_number":34,"box":{"x":73,"y":473,"width":248,"height":10}},{"id":"41c6367a-a894-4323-8824-f707b9834216","block_type":"box","text":"Principal Occupation(s)","page_number":34,"box":{"x":455,"y":463,"width":136,"height":10}},{"id":"2b471be5-e536-4b90-b7cd-883612ea933a","block_type":"box","text":"During the Past 5 Years","page_number":34,"box":{"x":457,"y":473,"width":133,"height":10}},{"id":"98220137-ad84-46c3-811f-01b9ec31e0cd","block_type":"box","text":"Other Directorships","page_number":34,"box":{"x":750,"y":463,"width":113,"height":10}},{"id":"eb5bbf36-4eb8-4e17-9210-b45a4414b9be","block_type":"box","text":"Held by Trustee","page_number":34,"box":{"x":763,"y":473,"width":89,"height":10}},{"id":"ab7eff9a-b7b5-4bd5-8cb4-0985450e630f","block_type":"box","text":"Robert S. Kapito","page_number":34,"box":{"x":60,"y":495,"width":110,"height":12}},{"id":"56c79dcc-d5d3-474b-8906-ff8733c171f4","block_type":"box","text":"1","page_number":34,"box":{"x":172,"y":493,"width":3,"height":6}},{"id":"17405782-6ab7-4b31-bb05-dedf6dc372ed","block_type":"box","text":"(1957)","page_number":34,"box":{"x":60,"y":510,"width":44,"height":12}},{"id":"4e62bbe9-21a7-4f9a-b54f-067b4b0519d0","block_type":"box","text":"Trustee","page_number":34,"box":{"x":225,"y":496,"width":52,"height":9}},{"id":"fd7734d5-6d84-41b8-9ea4-cb007a72aa61","block_type":"box","text":"(since 2009).","page_number":34,"box":{"x":226,"y":510,"width":90,"height":12}},{"id":"5698cf92-90c5-4320-b7b6-7dabf747cad5","block_type":"box","text":"President of BlackRock, Inc. (since","page_number":34,"box":{"x":392,"y":495,"width":238,"height":12}},{"id":"f1f901a4-ebbe-411c-b5d8-3cc3c36793e3","block_type":"box","text":"2006); Vice Chairman of BlackRock,","page_number":34,"box":{"x":392,"y":510,"width":249,"height":12}},{"id":"9a9a0390-ff84-4a51-b97b-ee0cc78dd1d0","block_type":"box","text":"Inc. and Head of BlackRock’s","page_number":34,"box":{"x":392,"y":525,"width":201,"height":10}},{"id":"f39e30ee-801b-4b9f-b984-3f0df67968dd","block_type":"box","text":"Portfolio Management Group (since","page_number":34,"box":{"x":392,"y":540,"width":251,"height":13}},{"id":"63c03f1b-c88b-485d-bcf3-684c8c47e1d4","block_type":"box","text":"its formation in 1998) and BlackRock,","page_number":34,"box":{"x":392,"y":555,"width":262,"height":13}},{"id":"08621a0b-338e-4b66-9fc1-6062f176bd00","block_type":"box","text":"Inc.’s predecessor entities (since","page_number":34,"box":{"x":392,"y":571,"width":226,"height":12}},{"id":"8b43aa26-7034-4bbf-8e17-090c9d9112db","block_type":"box","text":"1988); Trustee, University of","page_number":34,"box":{"x":393,"y":586,"width":197,"height":12}},{"id":"5e3a3b03-b310-4224-82a2-b84df56b19b0","block_type":"box","text":"Pennsylvania (since 2009); President","page_number":34,"box":{"x":392,"y":601,"width":255,"height":12}},{"id":"36e7b204-fb63-4833-994c-fb640c1fbfe0","block_type":"box","text":"of Board of Directors, Hope & Heroes","page_number":34,"box":{"x":392,"y":616,"width":258,"height":12}},{"id":"aebb57ea-01eb-4894-b650-0699a8c38949","block_type":"box","text":"Children’s Cancer Fund (since 2002).","page_number":34,"box":{"x":392,"y":631,"width":257,"height":12}},{"id":"91823272-1fd2-45f2-ae65-fc16085f7a6f","block_type":"box","text":"Director of BlackRock, Inc. (since","page_number":34,"box":{"x":676,"y":495,"width":229,"height":12}},{"id":"f2ad4e42-2e6b-48be-b695-069d58c3db87","block_type":"box","text":"2006); Director of iShares, Inc. (since","page_number":34,"box":{"x":676,"y":510,"width":257,"height":12}},{"id":"d58eb45c-4735-4002-9549-09455bec30db","block_type":"box","text":"2009); Trustee of iShares U.S. ETF","page_number":34,"box":{"x":676,"y":525,"width":235,"height":13}},{"id":"5317bdd1-ff62-4565-8911-acbb05ca73f8","block_type":"box","text":"Trust (since 2011).","page_number":34,"box":{"x":675,"y":540,"width":129,"height":13}},{"id":"ae972403-7a24-4850-91be-ee30aa435de9","block_type":"box","text":"22","page_number":34,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"1701d740-ef33-4892-9b7e-344d5a25b5ba","block_type":"box","text":"Name (Year of Birth) Position","page_number":35,"box":{"x":73,"y":77,"width":248,"height":10}},{"id":"06627017-da02-4187-9f35-2657f3a3962e","block_type":"box","text":"Principal Occupation(s)","page_number":35,"box":{"x":455,"y":67,"width":136,"height":10}},{"id":"148aad23-506a-4347-bc48-ce5daa87059f","block_type":"box","text":"During the Past 5 Years","page_number":35,"box":{"x":457,"y":77,"width":133,"height":10}},{"id":"97c4d3e8-c5b5-4c70-bee4-1935d1f42af6","block_type":"box","text":"Other Directorships","page_number":35,"box":{"x":750,"y":67,"width":113,"height":10}},{"id":"f3f59920-0e9a-4220-bacd-d06d5d35d974","block_type":"box","text":"Held by Trustee","page_number":35,"box":{"x":763,"y":77,"width":89,"height":10}},{"id":"1b78cccc-2e57-4aa0-8268-80035980d4ed","block_type":"box","text":"Stephen Cohen","page_number":35,"box":{"x":59,"y":99,"width":106,"height":13}},{"id":"7ba80871-165a-4fdd-8b28-a8e8e4778c43","block_type":"box","text":"2","page_number":35,"box":{"x":167,"y":98,"width":6,"height":6}},{"id":"07a27925-146f-43ae-a0f3-8d5a29d38ce3","block_type":"box","text":"(1975)","page_number":35,"box":{"x":60,"y":114,"width":44,"height":13}},{"id":"0f8893b8-5b26-4233-a352-2202ee1e04e9","block_type":"box","text":"Trustee (since","page_number":35,"box":{"x":225,"y":99,"width":98,"height":13}},{"id":"df9e39f6-6b79-4df7-9ffc-c2f85417b8dd","block_type":"box","text":"2024).","page_number":35,"box":{"x":226,"y":114,"width":42,"height":13}},{"id":"a5a85d3f-64e0-466a-9d1d-f94ee13db1dd","block_type":"box","text":"Senior Managing Director, Head of","page_number":35,"box":{"x":392,"y":99,"width":243,"height":13}},{"id":"7148c9c2-a1ad-44e9-8424-cdaf56ac2d69","block_type":"box","text":"Global Product Solutions of","page_number":35,"box":{"x":392,"y":114,"width":192,"height":10}},{"id":"10a14b81-07ea-47f2-8367-94702db591e8","block_type":"box","text":"BlackRock, Inc. (since 2024); Senior","page_number":35,"box":{"x":392,"y":130,"width":247,"height":12}},{"id":"f26e99e1-3c0a-47db-bd93-970a75a059ea","block_type":"box","text":"Managing Director, Head of Europe,","page_number":35,"box":{"x":392,"y":145,"width":249,"height":12}},{"id":"f984e166-dcb9-4d64-9c05-b6a47ce0d128","block_type":"box","text":"Middle East and Africa Regions of","page_number":35,"box":{"x":392,"y":160,"width":236,"height":12}},{"id":"eec2b0b2-4ee3-4072-b8d5-d4cf514c876f","block_type":"box","text":"BlackRock, Inc. (2021-2024); Head of","page_number":35,"box":{"x":392,"y":175,"width":257,"height":12}},{"id":"27d9ff0c-9277-4fb5-8c5a-ae557c4595d3","block_type":"box","text":"iShares Index and Wealth in EMEA of","page_number":35,"box":{"x":392,"y":190,"width":259,"height":10}},{"id":"b2da8908-01bf-42a4-b968-2a1a1090755b","block_type":"box","text":"BlackRock, Inc. (2017-2021); Global","page_number":35,"box":{"x":392,"y":205,"width":244,"height":13}},{"id":"b1ec1875-96fe-4458-8954-0c8b0e402fea","block_type":"box","text":"Head of Fixed Income Indexing of","page_number":35,"box":{"x":392,"y":220,"width":236,"height":13}},{"id":"add5b1aa-e3aa-4eaf-99b2-e480197ad742","block_type":"box","text":"BlackRock, Inc. (2016-2017); Chief","page_number":35,"box":{"x":392,"y":235,"width":239,"height":13}},{"id":"1a2b0158-ed8a-43e0-960f-6981525998d2","block_type":"box","text":"Investment Strategist for","page_number":35,"box":{"x":392,"y":251,"width":172,"height":12}},{"id":"53ee024b-9968-4b5d-b45a-c44520f98bb1","block_type":"box","text":"International Fixed Income and","page_number":35,"box":{"x":392,"y":266,"width":217,"height":9}},{"id":"7fe8262a-75f6-416c-9bf8-38d9b0963bb3","block_type":"box","text":"iShares of BlackRock, Inc. (2011-","page_number":35,"box":{"x":392,"y":281,"width":225,"height":12}},{"id":"e681dac2-5a97-4e8e-9dac-858d95132ff1","block_type":"box","text":"2015).","page_number":35,"box":{"x":392,"y":296,"width":42,"height":12}},{"id":"e3b8e2f3-b489-4eb2-941d-8aa86d34bac1","block_type":"box","text":"Director of iShares, Inc. (since 2024);","page_number":35,"box":{"x":676,"y":99,"width":256,"height":13}},{"id":"76eeedd2-a9db-425b-a9c7-fe3bb8e36b97","block_type":"box","text":"Trustee of iShares U.S. ETF Trust","page_number":35,"box":{"x":675,"y":114,"width":227,"height":10}},{"id":"93e60592-f291-4dae-82f6-48f0d571f57b","block_type":"box","text":"(since 2024).","page_number":35,"box":{"x":676,"y":130,"width":89,"height":12}},{"id":"38f7fce6-3c91-4e9b-a144-3698df8802cd","block_type":"box","text":"1","page_number":35,"box":{"x":89,"y":337,"width":2,"height":5}},{"id":"45e14d8b-0c99-462b-b95d-52f41f3c21be","block_type":"box","text":"Robert S. Kapito is deemed to be an “interested person” (as defined in the 1940 Act) of the Trust due to his affiliations with BlackRock, Inc. and its","page_number":35,"box":{"x":104,"y":338,"width":815,"height":10}},{"id":"a58b5c9b-1d7c-431e-a71b-3f3736764ea4","block_type":"box","text":"affiliates.","page_number":35,"box":{"x":103,"y":351,"width":49,"height":8}},{"id":"91b8771c-57f9-42a4-81df-d1ec061ddc65","block_type":"box","text":"2","page_number":35,"box":{"x":88,"y":365,"width":5,"height":4}},{"id":"4fb615f8-3618-45d4-be79-2682383678ff","block_type":"box","text":"Stephen Cohen is deemed to be an “interested person” (as defined in the 1940 Act) of the Trust due to his affiliations with BlackRock, Inc. and its","page_number":35,"box":{"x":103,"y":366,"width":812,"height":10}},{"id":"7a2a3a64-41f5-4a41-8023-6c32671e5d21","block_type":"box","text":"affiliates.","page_number":35,"box":{"x":103,"y":378,"width":49,"height":8}},{"id":"a118a967-9e87-4282-af60-8a276cd7992d","block_type":"box","text":"Independent Trustees","page_number":35,"box":{"x":60,"y":402,"width":156,"height":12}},{"id":"08b48f53-6e4f-4f40-8779-43465eb9fd6b","block_type":"box","text":"Name (Year of Birth) Position","page_number":35,"box":{"x":73,"y":441,"width":248,"height":10}},{"id":"379f38dd-5f30-442f-9139-aee6fd4696bb","block_type":"box","text":"Principal Occupation(s)","page_number":35,"box":{"x":455,"y":431,"width":136,"height":10}},{"id":"59eea6a9-3b42-458a-b185-927e3c4f6b60","block_type":"box","text":"During the Past 5 Years","page_number":35,"box":{"x":457,"y":441,"width":133,"height":10}},{"id":"7abd02fb-5aba-485d-8c29-27ef42fba417","block_type":"box","text":"Other Directorships","page_number":35,"box":{"x":750,"y":431,"width":113,"height":10}},{"id":"e7dc48c0-180e-4599-b56c-390c4e016a42","block_type":"box","text":"Held by Trustee","page_number":35,"box":{"x":763,"y":441,"width":89,"height":10}},{"id":"295c65b7-59ed-4d9a-9f4b-68eb0146dffd","block_type":"box","text":"John E. Kerrigan","page_number":35,"box":{"x":58,"y":463,"width":110,"height":13}},{"id":"1a197755-fc5d-4aa2-85ca-4993053ea5a9","block_type":"box","text":"(1955)","page_number":35,"box":{"x":60,"y":479,"width":44,"height":12}},{"id":"1213dc8e-b1dd-4d71-9b60-0dbe4d77a570","block_type":"box","text":"Trustee","page_number":35,"box":{"x":225,"y":464,"width":52,"height":9}},{"id":"45beb784-b810-4499-bd59-c6f683ad5090","block_type":"box","text":"(since 2005);","page_number":35,"box":{"x":226,"y":479,"width":90,"height":12}},{"id":"6c36498d-789d-4891-80b7-e6aeeb7f629c","block_type":"box","text":"Independent Board","page_number":35,"box":{"x":226,"y":494,"width":132,"height":12}},{"id":"77b99995-9c07-4a68-a82a-dc5fd0efdf75","block_type":"box","text":"Chair","page_number":35,"box":{"x":226,"y":509,"width":36,"height":10}},{"id":"ce540351-d649-4d15-a695-1e95b381bfbf","block_type":"box","text":"(since 2022).","page_number":35,"box":{"x":226,"y":524,"width":89,"height":12}},{"id":"389e0681-74ea-40aa-875a-857d19b2b04e","block_type":"box","text":"Chief Investment Officer, Santa Clara","page_number":35,"box":{"x":392,"y":463,"width":255,"height":12}},{"id":"3b4d663e-61b9-4957-a392-14e34b3ad157","block_type":"box","text":"University (2002-2025).","page_number":35,"box":{"x":392,"y":479,"width":163,"height":12}},{"id":"b16bf457-95e4-470e-b528-16f7458732c2","block_type":"box","text":"Director of iShares, Inc. (since 2005);","page_number":35,"box":{"x":676,"y":463,"width":257,"height":13}},{"id":"0aa96434-06bd-47b1-b1dc-4a3996879bb4","block_type":"box","text":"Trustee of iShares U.S. ETF Trust","page_number":35,"box":{"x":675,"y":479,"width":227,"height":9}},{"id":"887afce6-7c49-4d44-9ff6-2a1943f1f9b6","block_type":"box","text":"(since 2011); Independent Board","page_number":35,"box":{"x":676,"y":494,"width":226,"height":12}},{"id":"1ff38ae4-b889-4881-8e44-b9b61c265161","block_type":"box","text":"Chair of iShares, Inc. and iShares U.S.","page_number":35,"box":{"x":676,"y":509,"width":258,"height":11}},{"id":"c306ba0e-76da-4963-aa60-46a7823379e9","block_type":"box","text":"ETF Trust (since 2022).","page_number":35,"box":{"x":676,"y":524,"width":160,"height":12}},{"id":"6a428242-0a3a-49fe-8a02-89a1d9657fe0","block_type":"box","text":"Jane D. Carlin","page_number":35,"box":{"x":58,"y":544,"width":92,"height":11}},{"id":"6b65b536-dc70-4fbb-9d0d-0b50f66d14ca","block_type":"box","text":"(1956)","page_number":35,"box":{"x":60,"y":559,"width":45,"height":13}},{"id":"d465b01b-55fd-415d-a647-b608290868ff","block_type":"box","text":"Trustee","page_number":35,"box":{"x":225,"y":545,"width":52,"height":9}},{"id":"18835932-b295-4404-a0c1-d3542ea1b34e","block_type":"box","text":"(since 2015);","page_number":35,"box":{"x":226,"y":559,"width":89,"height":13}},{"id":"afbf25a9-b4f1-4ef1-bcc7-a2758227f357","block_type":"box","text":"Securities Lending","page_number":35,"box":{"x":225,"y":574,"width":128,"height":13}},{"id":"3b7d225d-8549-4ba6-a0a0-1adb517800ca","block_type":"box","text":"Committee Chair","page_number":35,"box":{"x":226,"y":589,"width":118,"height":10}},{"id":"deef3065-7cc5-4669-a7eb-213a7c29641e","block_type":"box","text":"(since 2025).","page_number":35,"box":{"x":226,"y":605,"width":89,"height":12}},{"id":"688b5aab-8fc9-4b13-9425-dde2617f06f9","block_type":"box","text":"Consultant (since 2012); Member of","page_number":35,"box":{"x":392,"y":544,"width":254,"height":12}},{"id":"a13566f0-ef44-42c2-809c-9d041fc513f4","block_type":"box","text":"the Audit Committee (2012-2018),","page_number":35,"box":{"x":391,"y":559,"width":240,"height":13}},{"id":"858b3404-24e3-4f7c-b31d-a87149ce0b6d","block_type":"box","text":"Chair of the Nominating and","page_number":35,"box":{"x":392,"y":574,"width":198,"height":13}},{"id":"0dcb35f9-4d98-4607-b2d4-3405b2f04a27","block_type":"box","text":"Governance Committee (2017-2018)","page_number":35,"box":{"x":392,"y":589,"width":253,"height":13}},{"id":"183606aa-caf4-458b-9270-87dbc61deb65","block_type":"box","text":"and Director of PHH Corporation","page_number":35,"box":{"x":392,"y":605,"width":228,"height":12}},{"id":"61b4c748-e1a4-4170-a625-60505c739e0a","block_type":"box","text":"(mortgage solutions) (2012-2018);","page_number":35,"box":{"x":392,"y":620,"width":241,"height":12}},{"id":"5363111b-0941-4d1e-80b6-fd646e965531","block_type":"box","text":"Managing Director and Global Head","page_number":35,"box":{"x":392,"y":635,"width":251,"height":12}},{"id":"8ca8b032-398e-4276-becf-d88638292d1c","block_type":"box","text":"of Financial Holding Company","page_number":35,"box":{"x":392,"y":650,"width":211,"height":12}},{"id":"c2e63a73-a13c-47b6-91e4-e0afd660a70c","block_type":"box","text":"Governance & Assurance and the","page_number":35,"box":{"x":392,"y":665,"width":233,"height":10}},{"id":"776f2a03-f96c-4050-b453-44fcb35ecbdd","block_type":"box","text":"Global Head of Operational Risk","page_number":35,"box":{"x":392,"y":680,"width":223,"height":12}},{"id":"67c5a486-06d0-4e6c-a7d9-c0dd71967759","block_type":"box","text":"Management of Morgan Stanley","page_number":35,"box":{"x":392,"y":695,"width":227,"height":13}},{"id":"98af691c-17a3-485e-8053-491b0c70ba55","block_type":"box","text":"(2006-2012).","page_number":35,"box":{"x":392,"y":710,"width":90,"height":13}},{"id":"287e516f-6bdd-4c2b-a465-2fe7849bb1d8","block_type":"box","text":"Director of iShares, Inc. (since 2015);","page_number":35,"box":{"x":676,"y":544,"width":256,"height":12}},{"id":"3079c3e7-8164-46d2-b77d-31f6eeb5c407","block_type":"box","text":"Trustee of iShares U.S. ETF Trust","page_number":35,"box":{"x":675,"y":559,"width":227,"height":10}},{"id":"7554ea65-0c38-427f-99d4-6f47fb048625","block_type":"box","text":"(since 2015); Member of the Audit","page_number":35,"box":{"x":676,"y":574,"width":241,"height":13}},{"id":"f992178f-3fa1-419c-bde8-2c9891e91209","block_type":"box","text":"Committee (since 2016), Chair of the","page_number":35,"box":{"x":676,"y":589,"width":258,"height":13}},{"id":"fd720a56-1929-4500-8fec-4188cc8cad9a","block_type":"box","text":"Audit Committee (since 2020) and","page_number":35,"box":{"x":675,"y":605,"width":242,"height":12}},{"id":"08bc37a0-2e8e-4497-b31f-0b3a2ab7c32d","block_type":"box","text":"Director of The Hanover Insurance","page_number":35,"box":{"x":676,"y":620,"width":241,"height":9}},{"id":"3b8d0e8d-071b-4c9a-8c22-2a8f7a4df96a","block_type":"box","text":"Group, Inc. (since 2016).","page_number":35,"box":{"x":676,"y":635,"width":169,"height":12}},{"id":"05677ce5-87d0-45c1-98df-26680ec80d83","block_type":"box","text":"Richard L. Fagnani","page_number":35,"box":{"x":60,"y":731,"width":127,"height":12}},{"id":"e31e8c72-b7f3-4e0a-8e91-737f2fbd0511","block_type":"box","text":"(1954)","page_number":35,"box":{"x":60,"y":746,"width":45,"height":12}},{"id":"1c9e7040-dc32-4d9c-985a-ba1bee6c42ea","block_type":"box","text":"Trustee","page_number":35,"box":{"x":225,"y":731,"width":52,"height":9}},{"id":"1045ae9c-1302-40d1-8590-5afcedd6e262","block_type":"box","text":"(since 2017); 15(c)","page_number":35,"box":{"x":226,"y":746,"width":129,"height":12}},{"id":"dfcdb87c-c9a2-4a88-9bf6-cc1a9b3c4cd5","block_type":"box","text":"Committee Chair","page_number":35,"box":{"x":226,"y":761,"width":118,"height":10}},{"id":"0057fb09-f9e9-4299-ae9c-9c67aa5a9b46","block_type":"box","text":"(since 2025).","page_number":35,"box":{"x":226,"y":776,"width":89,"height":12}},{"id":"6fe0c5d6-5d05-468c-9da8-0c588ad71515","block_type":"box","text":"Partner, KPMG LLP (2002-2016);","page_number":35,"box":{"x":392,"y":731,"width":224,"height":12}},{"id":"ade6371f-1bfe-4431-a187-364a540bb707","block_type":"box","text":"Director of One Generation Away","page_number":35,"box":{"x":392,"y":746,"width":232,"height":12}},{"id":"58320c95-2469-49e9-bd1b-eafeafa33c13","block_type":"box","text":"(since 2021).","page_number":35,"box":{"x":392,"y":761,"width":89,"height":12}},{"id":"3ea94d6a-51d8-4477-a0b7-ca144841728c","block_type":"box","text":"Director of iShares, Inc. (since 2017);","page_number":35,"box":{"x":676,"y":731,"width":255,"height":12}},{"id":"dc1cb6b7-f10d-4f1a-979f-910af84df5e7","block_type":"box","text":"Trustee of iShares U.S. ETF Trust","page_number":35,"box":{"x":675,"y":746,"width":227,"height":9}},{"id":"7155407b-77a9-42e4-ae66-30671a862bdd","block_type":"box","text":"(since 2017).","page_number":35,"box":{"x":676,"y":761,"width":88,"height":12}},{"id":"115f3e06-f3f2-48a5-89aa-ec6ebf326e8c","block_type":"box","text":"Laura F. Fergerson","page_number":35,"box":{"x":60,"y":797,"width":125,"height":11}},{"id":"0b2fe919-9b1a-4ac3-a448-4a5c87384aa8","block_type":"box","text":"(1962)","page_number":35,"box":{"x":60,"y":811,"width":45,"height":13}},{"id":"741b61a2-9fad-4b12-b062-9fd49d943047","block_type":"box","text":"Trustee","page_number":35,"box":{"x":225,"y":797,"width":52,"height":9}},{"id":"510af1da-3d93-4ce5-9916-a2d96a122bd1","block_type":"box","text":"(since 2024); Audit","page_number":35,"box":{"x":226,"y":811,"width":132,"height":13}},{"id":"ba82f621-f64e-4766-8e4b-8f8e3f5b965d","block_type":"box","text":"Committee Chair","page_number":35,"box":{"x":226,"y":826,"width":118,"height":10}},{"id":"22466352-59c0-4ace-9c7f-b351c5565ebf","block_type":"box","text":"(since 2025).","page_number":35,"box":{"x":226,"y":841,"width":89,"height":13}},{"id":"19e612f1-21dd-42db-9fce-670087357442","block_type":"box","text":"President, Franklin Templeton","page_number":35,"box":{"x":392,"y":796,"width":207,"height":12}},{"id":"3546ce1d-c316-49dd-a0c1-ff9ee084df39","block_type":"box","text":"Services, LLC (2017-2024); Director of","page_number":35,"box":{"x":392,"y":811,"width":263,"height":13}},{"id":"3db0fe1b-74ce-4e5b-97a2-be13771817db","block_type":"box","text":"the Board of Crocker Art Museum","page_number":35,"box":{"x":391,"y":826,"width":236,"height":10}},{"id":"7346a928-d96e-49f8-893c-e459b484e206","block_type":"box","text":"Association (since 2019); President,","page_number":35,"box":{"x":391,"y":841,"width":249,"height":13}},{"id":"4782d244-ee6d-4d77-97ce-fcac747c0c56","block_type":"box","text":"Crocker Art Museum Foundation","page_number":35,"box":{"x":392,"y":857,"width":229,"height":9}},{"id":"96d1c6ae-2e5a-4390-baf0-c076dc884a09","block_type":"box","text":"(2022-2023).","page_number":35,"box":{"x":392,"y":872,"width":89,"height":12}},{"id":"0e39fed0-8bbd-4e5f-9bb6-f23d6ee34391","block_type":"box","text":"Director of iShares, Inc. (since 2024);","page_number":35,"box":{"x":676,"y":796,"width":256,"height":12}},{"id":"d3ce2cb6-3aa7-4aae-9487-bef4c7f5b838","block_type":"box","text":"Trustee of iShares U.S. ETF Trust","page_number":35,"box":{"x":675,"y":811,"width":227,"height":10}},{"id":"49497a54-0b43-43e5-8005-d2d4ec2ee167","block_type":"box","text":"(since 2024).","page_number":35,"box":{"x":676,"y":826,"width":89,"height":13}},{"id":"7dec8aec-7789-4608-b7cb-41c1a5b768cc","block_type":"box","text":"23","page_number":35,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"68f51c8c-46b0-436a-8733-ac82dc789451","block_type":"box","text":"Name (Year of Birth) Position","page_number":36,"box":{"x":73,"y":77,"width":248,"height":10}},{"id":"4e845532-8cbc-44bf-a660-69cb5292d62d","block_type":"box","text":"Principal Occupation(s)","page_number":36,"box":{"x":455,"y":67,"width":136,"height":10}},{"id":"f6ebb0ca-281e-4cd6-ad90-e3be3d0081f6","block_type":"box","text":"During the Past 5 Years","page_number":36,"box":{"x":457,"y":77,"width":133,"height":10}},{"id":"1d7f496f-6b5e-408c-8473-c98f0c475988","block_type":"box","text":"Other Directorships","page_number":36,"box":{"x":750,"y":67,"width":113,"height":10}},{"id":"13ce33cf-25d3-44d1-8fdb-d14229e30522","block_type":"box","text":"Held by Trustee","page_number":36,"box":{"x":763,"y":77,"width":89,"height":10}},{"id":"fad3d920-2459-4931-9161-2188933ea430","block_type":"box","text":"Cecilia H. Herbert","page_number":36,"box":{"x":59,"y":99,"width":122,"height":10}},{"id":"f6053bf7-9d4c-41c5-9538-700275371263","block_type":"box","text":"(1949)","page_number":36,"box":{"x":60,"y":114,"width":44,"height":13}},{"id":"f8a2c828-b1b4-49b0-90b7-65d48005d6fc","block_type":"box","text":"Trustee","page_number":36,"box":{"x":225,"y":100,"width":52,"height":9}},{"id":"e11e8a84-f27e-4a7c-b955-4c0c9bd0bd76","block_type":"box","text":"(since 2005).","page_number":36,"box":{"x":226,"y":114,"width":90,"height":13}},{"id":"6e8045ca-59fa-4882-be81-bb38086f0a38","block_type":"box","text":"Chair of the Finance Committee","page_number":36,"box":{"x":392,"y":99,"width":222,"height":10}},{"id":"b6ac6110-4f70-45bf-9b6d-f15715d4163a","block_type":"box","text":"(since 2019) and Trustee and","page_number":36,"box":{"x":392,"y":114,"width":203,"height":13}},{"id":"d34549c0-8284-4da9-b5cf-91b93689f12f","block_type":"box","text":"Member of the Finance, Audit and","page_number":36,"box":{"x":392,"y":130,"width":239,"height":11}},{"id":"7c8c2ca9-9dfa-4d62-aeff-697c9b9817fc","block_type":"box","text":"Quality Committees of Stanford","page_number":36,"box":{"x":392,"y":145,"width":221,"height":12}},{"id":"750df22b-1db8-4e2d-b38e-d67b933e67a1","block_type":"box","text":"Health Care (since 2016); Trustee of","page_number":36,"box":{"x":392,"y":160,"width":252,"height":12}},{"id":"aec301df-d0cc-419d-98a5-43956e64bc51","block_type":"box","text":"WNET, New York’s public media","page_number":36,"box":{"x":391,"y":175,"width":222,"height":12}},{"id":"c0658d1a-793d-41c1-a438-ca7e3fa87539","block_type":"box","text":"company (since 2011) and Member","page_number":36,"box":{"x":392,"y":190,"width":249,"height":12}},{"id":"e8b9d62e-1132-4764-ad5d-d41578e88014","block_type":"box","text":"of the Audit Committee (since 2018),","page_number":36,"box":{"x":392,"y":205,"width":259,"height":13}},{"id":"04a8b432-4f39-4d43-ab59-f5c3f5d6b9ef","block_type":"box","text":"Investment Committee (since 2011)","page_number":36,"box":{"x":392,"y":220,"width":249,"height":13}},{"id":"9327310d-c572-4c45-8497-ee78e62f24a1","block_type":"box","text":"and Personnel Committee (since","page_number":36,"box":{"x":392,"y":235,"width":227,"height":13}},{"id":"43cd2411-0f2c-41d9-8a79-1c230089272b","block_type":"box","text":"2022); Member of the Wyoming","page_number":36,"box":{"x":392,"y":251,"width":224,"height":12}},{"id":"10e7e78a-9ea2-4dd9-8a06-68cd162de35a","block_type":"box","text":"State Investment Funds Committee","page_number":36,"box":{"x":392,"y":266,"width":247,"height":9}},{"id":"786a2f70-d8d2-485f-927c-a1d3105b9fa8","block_type":"box","text":"(since 2022); Trustee of Forward","page_number":36,"box":{"x":392,"y":281,"width":226,"height":12}},{"id":"2a7b9863-4aca-4d6b-8f6f-dbc1d950e098","block_type":"box","text":"Funds (14 portfolios) (2009-2018);","page_number":36,"box":{"x":392,"y":296,"width":241,"height":12}},{"id":"ab24ad39-e3be-444f-8365-73e9eb3135b6","block_type":"box","text":"Trustee of Salient MF Trust (4","page_number":36,"box":{"x":391,"y":311,"width":208,"height":12}},{"id":"d3db9fac-f051-4cc5-83df-a234fd9bfb06","block_type":"box","text":"portfolios) (2015-2018); Director of","page_number":36,"box":{"x":392,"y":326,"width":246,"height":12}},{"id":"43412a91-c435-44a4-8547-07ae76013caf","block_type":"box","text":"the Jackson Hole Center for the Arts","page_number":36,"box":{"x":391,"y":341,"width":251,"height":11}},{"id":"940bcaca-29db-4310-92c6-8d858357ed17","block_type":"box","text":"(since 2021).","page_number":36,"box":{"x":392,"y":356,"width":89,"height":13}},{"id":"638478ab-e607-4de1-9124-996d1c792ae7","block_type":"box","text":"Director of iShares, Inc. (since 2005);","page_number":36,"box":{"x":676,"y":99,"width":257,"height":13}},{"id":"2c2ff7de-b80c-4d56-a57e-0aa65f5e2f52","block_type":"box","text":"Trustee of iShares U.S. ETF Trust","page_number":36,"box":{"x":675,"y":114,"width":227,"height":10}},{"id":"50893e61-152e-46b2-93cd-f7358b630012","block_type":"box","text":"(since 2011).","page_number":36,"box":{"x":676,"y":130,"width":88,"height":12}},{"id":"c48dcdea-faf6-4ed1-b901-f63b0ff537e4","block_type":"box","text":"James Lam","page_number":36,"box":{"x":58,"y":377,"width":76,"height":11}},{"id":"9be79fc6-753b-483c-a13f-d1c6495ec216","block_type":"box","text":"(1961)","page_number":36,"box":{"x":60,"y":392,"width":44,"height":12}},{"id":"f309f9ec-b9d8-45f7-8d96-e09e404f0572","block_type":"box","text":"Trustee","page_number":36,"box":{"x":225,"y":377,"width":52,"height":9}},{"id":"f49e1c3e-367f-4481-8d79-7bd1b8680f5d","block_type":"box","text":"(since 2024); Risk","page_number":36,"box":{"x":226,"y":392,"width":122,"height":12}},{"id":"05e31b87-5ec8-46b9-914c-f384d3fa51c9","block_type":"box","text":"Committee Chair","page_number":36,"box":{"x":226,"y":407,"width":118,"height":9}},{"id":"ed5c58e4-334b-4bd9-9031-30eee31356c7","block_type":"box","text":"(since 2025).","page_number":36,"box":{"x":226,"y":422,"width":89,"height":12}},{"id":"0d9535c3-468b-46f8-88ec-1252ae9878af","block_type":"box","text":"President, James Lam & Associates,","page_number":36,"box":{"x":392,"y":377,"width":246,"height":11}},{"id":"449b84d3-783d-4a16-8ab6-79c9a83cb1ab","block_type":"box","text":"Inc. (since 2002); Director of the FAIR","page_number":36,"box":{"x":392,"y":392,"width":262,"height":12}},{"id":"4ab6c998-bb0d-43e3-9fe6-2a4f15a23ad2","block_type":"box","text":"Institute (since 2020); adjunct","page_number":36,"box":{"x":392,"y":407,"width":209,"height":12}},{"id":"1079555e-0303-4959-9223-b2e559dd65a2","block_type":"box","text":"professor at Carnegie Mellon","page_number":36,"box":{"x":392,"y":422,"width":201,"height":12}},{"id":"687d66b4-f789-42c9-8fff-dea6107b39f9","block_type":"box","text":"University (since 2018); Member,","page_number":36,"box":{"x":392,"y":437,"width":228,"height":12}},{"id":"94990b2a-9021-4e4f-99c2-c2fee61a531b","block_type":"box","text":"Zicklin School of Business Dean’s","page_number":36,"box":{"x":392,"y":452,"width":232,"height":10}},{"id":"c7e1f005-e08a-43e3-a0b8-c32f8a9b99a3","block_type":"box","text":"Council of Baruch College (since","page_number":36,"box":{"x":392,"y":467,"width":226,"height":13}},{"id":"86694eb1-b7b9-4d13-9450-ad4742ee2e7f","block_type":"box","text":"2017); Director and Audit Committee","page_number":36,"box":{"x":392,"y":482,"width":259,"height":13}},{"id":"379f2708-7b7d-4b42-8f93-c2fa158108d1","block_type":"box","text":"Chair of RiskLens, Inc. (2018-2023);","page_number":36,"box":{"x":392,"y":497,"width":247,"height":13}},{"id":"13d538af-4041-4732-b31a-9c32bc82b54e","block_type":"box","text":"Director, Risk Oversight Committee","page_number":36,"box":{"x":392,"y":513,"width":245,"height":12}},{"id":"e20f4321-217e-423e-bf7c-b3232d777b6c","block_type":"box","text":"Chair and Audit Committee Member","page_number":36,"box":{"x":392,"y":528,"width":256,"height":9}},{"id":"aaeb15cd-6f8c-4ea0-95da-e8b4f5642e9b","block_type":"box","text":"of E*TRADE Financial and E*TRADE","page_number":36,"box":{"x":392,"y":543,"width":251,"height":10}},{"id":"7dd0fef7-cd18-430b-8335-9d10ac046510","block_type":"box","text":"Bank (2012-2020).","page_number":36,"box":{"x":392,"y":558,"width":127,"height":12}},{"id":"f27d7a14-d1bf-4b44-abb7-2ee96302db12","block_type":"box","text":"Director of iShares, Inc. (since 2024);","page_number":36,"box":{"x":676,"y":377,"width":256,"height":12}},{"id":"1fb87058-90cb-4493-b313-3b1152125dba","block_type":"box","text":"Trustee of iShares U.S. ETF Trust","page_number":36,"box":{"x":675,"y":392,"width":227,"height":9}},{"id":"72edd9dc-eae6-4157-8166-46a5a363b0df","block_type":"box","text":"(since 2024).","page_number":36,"box":{"x":676,"y":407,"width":89,"height":12}},{"id":"75e2e88a-25dc-4ddf-91cb-30ea4eefd396","block_type":"box","text":"Drew E. Lawton","page_number":36,"box":{"x":60,"y":579,"width":108,"height":9}},{"id":"5fa3e207-f67d-400d-9677-6ae440513fa8","block_type":"box","text":"(1959)","page_number":36,"box":{"x":60,"y":593,"width":44,"height":13}},{"id":"5de23709-385e-48e1-8478-3c1be6314e7e","block_type":"box","text":"Trustee (since 2017);","page_number":36,"box":{"x":225,"y":578,"width":146,"height":12}},{"id":"af98d189-5a0b-4eb9-8885-b7e785078594","block_type":"box","text":"Fixed Income Plus","page_number":36,"box":{"x":226,"y":593,"width":125,"height":10}},{"id":"bd89b3ee-410f-4dec-ae13-08d87155a293","block_type":"box","text":"Committee Chair","page_number":36,"box":{"x":226,"y":608,"width":118,"height":10}},{"id":"93c709dc-1e5c-488e-b779-2f50de126624","block_type":"box","text":"(since 2025).","page_number":36,"box":{"x":226,"y":623,"width":89,"height":13}},{"id":"80174039-8602-4c0b-8141-be77682563d7","block_type":"box","text":"Senior Managing Director of New","page_number":36,"box":{"x":392,"y":578,"width":234,"height":12}},{"id":"5a33094f-dba9-4145-bc6f-fab07e7d7ccc","block_type":"box","text":"York Life Insurance Company (2010-","page_number":36,"box":{"x":391,"y":593,"width":254,"height":13}},{"id":"dba3162a-ea4b-4b2c-9866-b7d3a17f6f2b","block_type":"box","text":"2015).","page_number":36,"box":{"x":392,"y":608,"width":42,"height":13}},{"id":"60f3c5c6-b111-41d4-80ec-9746b2ce9646","block_type":"box","text":"Director of iShares, Inc. (since 2017);","page_number":36,"box":{"x":676,"y":578,"width":255,"height":12}},{"id":"1dc5f629-b289-4b6b-b994-5b013234ff35","block_type":"box","text":"Trustee of iShares U.S. ETF Trust","page_number":36,"box":{"x":675,"y":593,"width":227,"height":10}},{"id":"2f0e6dfe-3ea1-45cb-a6bb-b3b7888f95a8","block_type":"box","text":"(since 2017); Director of Jackson","page_number":36,"box":{"x":676,"y":608,"width":225,"height":13}},{"id":"1ef8f967-0487-47ad-85e2-71aecdbd8695","block_type":"box","text":"Financial Inc. (since 2021).","page_number":36,"box":{"x":676,"y":623,"width":184,"height":13}},{"id":"5b95038c-b582-43c2-8730-7fa3a9577686","block_type":"box","text":"John E. Martinez","page_number":36,"box":{"x":58,"y":644,"width":114,"height":11}},{"id":"34d18ff2-5773-4370-bc1b-ec1b2211089c","block_type":"box","text":"(1961)","page_number":36,"box":{"x":60,"y":659,"width":44,"height":12}},{"id":"4d4630da-b486-444c-88b8-0b2af170e056","block_type":"box","text":"Trustee","page_number":36,"box":{"x":225,"y":644,"width":52,"height":9}},{"id":"9265f684-b7e4-4b38-906b-545129cdefc6","block_type":"box","text":"(since 2003); Equity","page_number":36,"box":{"x":226,"y":659,"width":138,"height":12}},{"id":"aa056d21-fa41-4120-80d7-4fa6a6b6a3b1","block_type":"box","text":"Plus Committee","page_number":36,"box":{"x":226,"y":674,"width":110,"height":10}},{"id":"85d14bee-38f5-4ac7-b69a-432f9b2f9020","block_type":"box","text":"Chair (since 2025).","page_number":36,"box":{"x":226,"y":689,"width":130,"height":12}},{"id":"8581c437-7054-4c8c-9c47-a8f23d3e89d7","block_type":"box","text":"Director of Real Estate Equity","page_number":36,"box":{"x":392,"y":644,"width":202,"height":12}},{"id":"09b14cd5-c4ff-49ae-a63d-85f7d2ac3415","block_type":"box","text":"Exchange, Inc. (since 2005); Director","page_number":36,"box":{"x":392,"y":659,"width":257,"height":12}},{"id":"687f5c4f-43b7-4a0a-a144-f3906f5ff816","block_type":"box","text":"of Cloudera Foundation (2017-2020);","page_number":36,"box":{"x":392,"y":674,"width":257,"height":12}},{"id":"99b4d02b-ab7f-49de-b37b-1f43fd315058","block_type":"box","text":"and Director of Reading Partners","page_number":36,"box":{"x":392,"y":689,"width":228,"height":12}},{"id":"de64ed21-9be9-40f3-9ec5-0f0a802def57","block_type":"box","text":"(2012-2016).","page_number":36,"box":{"x":392,"y":704,"width":88,"height":12}},{"id":"eeca635a-4404-4129-a009-161f54b84dbb","block_type":"box","text":"Director of iShares, Inc. (since 2003);","page_number":36,"box":{"x":676,"y":644,"width":257,"height":12}},{"id":"e306a86e-c2ad-4116-aacc-a708aa41c224","block_type":"box","text":"Trustee of iShares U.S. ETF Trust","page_number":36,"box":{"x":675,"y":659,"width":227,"height":9}},{"id":"2ff90da3-1f83-4305-9e4a-004b77c90807","block_type":"box","text":"(since 2011).","page_number":36,"box":{"x":676,"y":674,"width":88,"height":12}},{"id":"a8b1965d-cd72-42f2-8bab-45a64b50be16","block_type":"box","text":"24","page_number":36,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"9a92da1b-358f-42ff-920e-db8d110d2f94","block_type":"box","text":"Name (Year of Birth) Position","page_number":37,"box":{"x":73,"y":77,"width":248,"height":10}},{"id":"9145e236-82e2-4ec0-b2d3-e7103a50c80b","block_type":"box","text":"Principal Occupation(s)","page_number":37,"box":{"x":455,"y":67,"width":136,"height":10}},{"id":"289b773f-ceb3-4b49-8d43-d5442b66dab9","block_type":"box","text":"During the Past 5 Years","page_number":37,"box":{"x":457,"y":77,"width":133,"height":10}},{"id":"f4a50ec4-5bbd-421c-bf76-70fde312601b","block_type":"box","text":"Other Directorships","page_number":37,"box":{"x":750,"y":67,"width":113,"height":10}},{"id":"afbf4d2a-4d31-4cda-a1e8-75a7c2d9fc14","block_type":"box","text":"Held by Trustee","page_number":37,"box":{"x":763,"y":77,"width":89,"height":10}},{"id":"969a3e6f-a26b-48f1-b04b-8b3b9855437f","block_type":"box","text":"Madhav V. Rajan","page_number":37,"box":{"x":59,"y":99,"width":116,"height":13}},{"id":"8bed8d21-981c-4aa7-8501-932171388322","block_type":"box","text":"(1964)","page_number":37,"box":{"x":60,"y":114,"width":45,"height":13}},{"id":"627da1b3-fcd8-4056-bf2d-03b463ede40d","block_type":"box","text":"Trustee (since 2011);","page_number":37,"box":{"x":225,"y":99,"width":146,"height":13}},{"id":"5a41b635-04aa-4dcf-aa86-35adf8c6af4f","block_type":"box","text":"Nominating and","page_number":37,"box":{"x":226,"y":114,"width":112,"height":13}},{"id":"14d63dea-6102-4531-985e-72be04a388e7","block_type":"box","text":"Governance","page_number":37,"box":{"x":226,"y":130,"width":83,"height":9}},{"id":"78350e44-0f2d-4842-8714-e14aabab3adc","block_type":"box","text":"Committee Chair","page_number":37,"box":{"x":226,"y":145,"width":118,"height":9}},{"id":"8fe06d6d-0836-4848-b679-4816198f852c","block_type":"box","text":"(since 2025).","page_number":37,"box":{"x":226,"y":160,"width":89,"height":12}},{"id":"e944b30c-8897-4c95-a2b1-909848a48627","block_type":"box","text":"Dean, and George Pratt Shultz","page_number":37,"box":{"x":392,"y":99,"width":210,"height":13}},{"id":"4b7d8ef9-43c5-404a-92d6-0f3fd9b7490e","block_type":"box","text":"Professor of Accounting, University","page_number":37,"box":{"x":392,"y":114,"width":247,"height":13}},{"id":"fb66fcbd-0cfc-4a31-a8e3-ba57740c691d","block_type":"box","text":"of Chicago Booth School of Business","page_number":37,"box":{"x":392,"y":130,"width":256,"height":12}},{"id":"54742351-77e6-43b7-9087-1db124223583","block_type":"box","text":"(since 2017); Advisory Board","page_number":37,"box":{"x":392,"y":145,"width":199,"height":12}},{"id":"72e97d11-72d8-4799-9f93-641c1c7be594","block_type":"box","text":"Member (since 2016) and Director","page_number":37,"box":{"x":392,"y":160,"width":241,"height":12}},{"id":"a23ed9de-bcda-431f-a73f-12a4d20d3c32","block_type":"box","text":"(since 2020) of C.M. Capital","page_number":37,"box":{"x":392,"y":175,"width":192,"height":12}},{"id":"7b764bdd-1a1a-4679-ae58-c2268f6b286c","block_type":"box","text":"Corporation; Chair of the Board for","page_number":37,"box":{"x":392,"y":190,"width":242,"height":12}},{"id":"787d87e1-ac5a-450f-88ff-46e9d9163f85","block_type":"box","text":"the Center for Research in Security","page_number":37,"box":{"x":391,"y":205,"width":243,"height":13}},{"id":"fd6013b7-8a13-4d16-9aed-bc4bc002043b","block_type":"box","text":"Prices, LLC (since 2020); Director of","page_number":37,"box":{"x":392,"y":220,"width":250,"height":13}},{"id":"cddb25d5-eb94-47cf-9df6-e6b22d57fca9","block_type":"box","text":"WellBe Senior Medical (since 2023);","page_number":37,"box":{"x":391,"y":235,"width":250,"height":13}},{"id":"4fa2ecc7-8f39-4c45-878e-2d2519134054","block_type":"box","text":"Robert K. Jaedicke Professor of","page_number":37,"box":{"x":392,"y":251,"width":214,"height":11}},{"id":"28e8a2fd-d3e0-4c13-8eb0-33d7e1f68fb7","block_type":"box","text":"Accounting, Stanford University","page_number":37,"box":{"x":391,"y":266,"width":224,"height":12}},{"id":"243418dd-5d48-4a12-81fc-48e8681ed709","block_type":"box","text":"Graduate School of Business (2001-","page_number":37,"box":{"x":392,"y":281,"width":249,"height":12}},{"id":"10e7c6a1-35fb-45d8-8263-b2cfee7c1606","block_type":"box","text":"2017); Professor of Law (by","page_number":37,"box":{"x":392,"y":296,"width":190,"height":12}},{"id":"7fb7e4d2-0da7-45b3-9b49-93faac5079b3","block_type":"box","text":"courtesy), Stanford Law School","page_number":37,"box":{"x":392,"y":311,"width":217,"height":12}},{"id":"4080823b-0690-4f12-a48b-92a2ccb6001b","block_type":"box","text":"(2005-2017); Senior Associate Dean","page_number":37,"box":{"x":392,"y":326,"width":250,"height":12}},{"id":"3fb8bf07-6deb-4853-9177-bbed34c2580d","block_type":"box","text":"for Academic Affairs and Head of","page_number":37,"box":{"x":391,"y":341,"width":234,"height":10}},{"id":"47cc62af-fc85-4ada-994b-8cee058b529a","block_type":"box","text":"MBA Program, Stanford University","page_number":37,"box":{"x":392,"y":356,"width":240,"height":13}},{"id":"d0795afe-a2a4-4352-8c09-19fb09206fb0","block_type":"box","text":"Graduate School of Business (2010-","page_number":37,"box":{"x":392,"y":371,"width":250,"height":13}},{"id":"c33ec83e-efd2-4833-aa30-814017e7530d","block_type":"box","text":"2016).","page_number":37,"box":{"x":392,"y":387,"width":43,"height":12}},{"id":"8549d4e9-2066-4990-b6cf-146e3ef8a4da","block_type":"box","text":"Director of iShares, Inc. (since 2011);","page_number":37,"box":{"x":676,"y":99,"width":255,"height":13}},{"id":"1c95b1a8-d1f4-47f1-ac1b-58bc92fee2d2","block_type":"box","text":"Trustee of iShares U.S. ETF Trust","page_number":37,"box":{"x":675,"y":114,"width":227,"height":10}},{"id":"cf24fcd3-52f9-46bc-9ad3-7da73a16ccec","block_type":"box","text":"(since 2011).","page_number":37,"box":{"x":676,"y":130,"width":88,"height":12}},{"id":"e450341f-02d9-4a42-9db5-493567d59b29","block_type":"box","text":"Officers","page_number":37,"box":{"x":59,"y":419,"width":56,"height":10}},{"id":"01a05e8a-5db4-4ac1-ba54-66d4e7d9fcb7","block_type":"box","text":"Name (Year of Birth) Position","page_number":37,"box":{"x":73,"y":459,"width":389,"height":10}},{"id":"7aa56508-34f6-4ed6-bbd8-c996a14e56a7","block_type":"box","text":"Principal Occupation(s)","page_number":37,"box":{"x":739,"y":449,"width":136,"height":10}},{"id":"9297525b-4a6e-4cb1-9bc3-1d2c19e261f7","block_type":"box","text":"During the Past 5 Years","page_number":37,"box":{"x":740,"y":459,"width":134,"height":10}},{"id":"287b990b-8e67-4eb9-b48d-40cc7a5cd966","block_type":"box","text":"Jessica Tan","page_number":37,"box":{"x":58,"y":482,"width":76,"height":10}},{"id":"f61a7e37-5982-4346-9882-409d6fd1014e","block_type":"box","text":"(1980)","page_number":37,"box":{"x":60,"y":496,"width":45,"height":13}},{"id":"ac22eb43-3c25-4253-945b-d937276345b5","block_type":"box","text":"President (since","page_number":37,"box":{"x":368,"y":481,"width":110,"height":12}},{"id":"52a80840-a86d-4a5a-b7ad-0889d94bd9e2","block_type":"box","text":"2024).","page_number":37,"box":{"x":368,"y":496,"width":42,"height":13}},{"id":"91dcf749-dbf6-49ab-a2cd-15a6272a6adf","block_type":"box","text":"Managing Director of BlackRock, Inc.","page_number":37,"box":{"x":676,"y":481,"width":258,"height":12}},{"id":"b4bf2921-b1db-46f3-8f56-ac57fa6ca3f5","block_type":"box","text":"(since 2015); Head of Global Product","page_number":37,"box":{"x":676,"y":496,"width":257,"height":13}},{"id":"05f681cc-bd60-4805-990a-be39a9c1ef8e","block_type":"box","text":"Solutions, Americas of BlackRock,","page_number":37,"box":{"x":675,"y":511,"width":237,"height":12}},{"id":"083e6830-b5d4-48b9-91cd-4ce6f96d9f4c","block_type":"box","text":"Inc. (since 2024) and Head of","page_number":37,"box":{"x":676,"y":526,"width":206,"height":13}},{"id":"e9e81da4-9057-4403-8a49-e668e6f08235","block_type":"box","text":"Sustainable and Transition Solutions","page_number":37,"box":{"x":675,"y":542,"width":255,"height":9}},{"id":"d66187ff-9257-4e95-96cb-a58e360bf503","block_type":"box","text":"of BlackRock, Inc. (2022-2024);","page_number":37,"box":{"x":675,"y":557,"width":217,"height":12}},{"id":"b67ba0c5-229b-42ff-8e27-67db5ad78b37","block_type":"box","text":"Global Head of Corporate Strategy of","page_number":37,"box":{"x":676,"y":572,"width":259,"height":12}},{"id":"18423cb3-593e-4c20-a8fb-2da27e917605","block_type":"box","text":"BlackRock, Inc. (2019-2022); Chief of","page_number":37,"box":{"x":676,"y":587,"width":258,"height":12}},{"id":"9fd26605-d1cd-4260-be68-9a024398bbb8","block_type":"box","text":"Staff to the CEO of BlackRock, Inc.","page_number":37,"box":{"x":675,"y":602,"width":238,"height":11}},{"id":"b32824fa-4da9-4461-9045-8ee4baa64c57","block_type":"box","text":"(2017-2019).","page_number":37,"box":{"x":676,"y":617,"width":86,"height":13}},{"id":"efe81cd5-95e8-4b18-b8ea-ed3b5f6d1061","block_type":"box","text":"Trent Walker","page_number":37,"box":{"x":59,"y":637,"width":88,"height":10}},{"id":"e29d2fac-4214-4238-a72a-098c284151a2","block_type":"box","text":"(1974)","page_number":37,"box":{"x":60,"y":652,"width":43,"height":13}},{"id":"28fc956c-ba34-4d3c-a59e-2d4d6f4430bc","block_type":"box","text":"Treasurer and Chief","page_number":37,"box":{"x":367,"y":637,"width":138,"height":10}},{"id":"9d1a99eb-2b2e-4c37-8a1a-f1826810e2c5","block_type":"box","text":"Financial Officer","page_number":37,"box":{"x":368,"y":652,"width":112,"height":10}},{"id":"e34e5e3e-e495-4f24-9e97-1e36d9021a8e","block_type":"box","text":"(since 2020).","page_number":37,"box":{"x":368,"y":668,"width":89,"height":12}},{"id":"cdf25b2a-5e52-44e6-8327-6cb4a4e039e1","block_type":"box","text":"Managing Director of BlackRock, Inc.","page_number":37,"box":{"x":676,"y":637,"width":258,"height":13}},{"id":"eccd256a-29d1-4b1c-b573-95fded8bd7f4","block_type":"box","text":"(since 2019); Chief Financial Officer","page_number":37,"box":{"x":676,"y":652,"width":247,"height":13}},{"id":"320541c6-568e-4f77-af52-22d3120d1af5","block_type":"box","text":"of iShares Delaware Trust Sponsor","page_number":37,"box":{"x":675,"y":668,"width":241,"height":12}},{"id":"e7a3f74f-c654-488b-86d8-194db22d2dc2","block_type":"box","text":"LLC, BlackRock Funds, BlackRock","page_number":37,"box":{"x":676,"y":683,"width":232,"height":11}},{"id":"d9b014d1-9b86-4da9-9980-60a1d8a660f3","block_type":"box","text":"Funds II, BlackRock Funds IV,","page_number":37,"box":{"x":676,"y":698,"width":202,"height":11}},{"id":"716a2d02-148f-4a43-a9f5-258f8cc05d15","block_type":"box","text":"BlackRock Funds V and BlackRock","page_number":37,"box":{"x":676,"y":713,"width":239,"height":10}},{"id":"01933b15-6f05-4aae-bc80-aab765b282a7","block_type":"box","text":"Funds VI (since 2021).","page_number":37,"box":{"x":676,"y":728,"width":154,"height":12}},{"id":"e8ee2cf4-8049-4b85-933a-3db52cfc787c","block_type":"box","text":"25","page_number":37,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"75d39fbf-740c-4631-aa48-ff792ba05928","block_type":"box","text":"Name (Year of Birth) Position","page_number":38,"box":{"x":73,"y":77,"width":389,"height":10}},{"id":"ad30a66e-46e6-4b6d-96e6-a260c88d31db","block_type":"box","text":"Principal Occupation(s)","page_number":38,"box":{"x":739,"y":67,"width":136,"height":10}},{"id":"2649676f-68a0-4d33-aeeb-7a78a2de6b8f","block_type":"box","text":"During the Past 5 Years","page_number":38,"box":{"x":740,"y":77,"width":134,"height":10}},{"id":"809509ec-a64a-4bda-b20e-a310dbcf7095","block_type":"box","text":"Aaron Wasserman","page_number":38,"box":{"x":59,"y":100,"width":128,"height":9}},{"id":"8512a3fd-d521-4f2d-ae6e-88ae47997125","block_type":"box","text":"(1974)","page_number":38,"box":{"x":60,"y":114,"width":43,"height":13}},{"id":"79d97222-ce7a-4762-85fb-f54cc6bdb041","block_type":"box","text":"Chief Compliance","page_number":38,"box":{"x":367,"y":99,"width":123,"height":13}},{"id":"9a3a5bc3-dea2-48c7-9d6e-62bdbc259807","block_type":"box","text":"Officer (since 2023).","page_number":38,"box":{"x":367,"y":114,"width":141,"height":13}},{"id":"c0a6444b-9e43-4411-b1d0-74a0fc8f92c6","block_type":"box","text":"Managing Director of BlackRock, Inc.","page_number":38,"box":{"x":676,"y":99,"width":258,"height":13}},{"id":"de90701a-d5b8-4bb1-b0ea-03b3ea7b4152","block_type":"box","text":"(since 2018); Chief Compliance","page_number":38,"box":{"x":676,"y":114,"width":217,"height":13}},{"id":"211a4a7b-3ab3-4c1e-91b8-c8a0e69b8183","block_type":"box","text":"Officer of the BlackRock Multi-Asset","page_number":38,"box":{"x":676,"y":130,"width":253,"height":9}},{"id":"94780873-4e8f-4059-a3bd-b2d23f6e692a","block_type":"box","text":"Complex, the BlackRock Fixed","page_number":38,"box":{"x":676,"y":145,"width":214,"height":12}},{"id":"3c816e89-813f-4dc0-9c13-e715c4bf0dc7","block_type":"box","text":"Income Complex and the iShares","page_number":38,"box":{"x":676,"y":160,"width":230,"height":12}},{"id":"6602b6fe-6387-451e-b30a-f67009ede38a","block_type":"box","text":"Complex (since 2023); Deputy Chief","page_number":38,"box":{"x":676,"y":175,"width":253,"height":12}},{"id":"fef28788-06e4-46b3-8051-b4a3a168132a","block_type":"box","text":"Compliance Officer for the BlackRock","page_number":38,"box":{"x":676,"y":190,"width":260,"height":12}},{"id":"87bccb8b-ca3b-4f13-9f8e-95c4510a3c57","block_type":"box","text":"Multi-Asset Complex, the BlackRock","page_number":38,"box":{"x":676,"y":205,"width":254,"height":13}},{"id":"b794ffe5-16f5-4540-a833-89c9ffaa383c","block_type":"box","text":"Fixed-Income Complex and the","page_number":38,"box":{"x":676,"y":220,"width":219,"height":13}},{"id":"20511416-4958-4fef-8197-445c83577edb","block_type":"box","text":"iShares Complex (2014-2023).","page_number":38,"box":{"x":676,"y":235,"width":210,"height":13}},{"id":"8fcbfcb2-c2ab-4fa9-a44d-5f2ffbadbe90","block_type":"box","text":"Marisa Rolland","page_number":38,"box":{"x":59,"y":256,"width":103,"height":9}},{"id":"bb8f334b-b74a-4d9a-adde-32467e5b53d2","block_type":"box","text":"(1980)","page_number":38,"box":{"x":60,"y":271,"width":45,"height":12}},{"id":"b60da025-8aa7-4ba4-8858-1dce406d6e93","block_type":"box","text":"Secretary (since","page_number":38,"box":{"x":367,"y":256,"width":111,"height":12}},{"id":"6b65f728-b34f-4f6e-a6df-5170be76af24","block_type":"box","text":"2022).","page_number":38,"box":{"x":368,"y":271,"width":43,"height":12}},{"id":"dee4bd53-7988-408e-94a6-3be874578e6b","block_type":"box","text":"Managing Director of BlackRock, Inc.","page_number":38,"box":{"x":676,"y":256,"width":258,"height":12}},{"id":"fe051e1b-33f8-4ae8-ba0e-5a4a66954338","block_type":"box","text":"(since 2023); Director of BlackRock,","page_number":38,"box":{"x":676,"y":271,"width":248,"height":12}},{"id":"3f492b3f-9d45-439d-be44-007165a3ec40","block_type":"box","text":"Inc. (2018-2022).","page_number":38,"box":{"x":676,"y":286,"width":118,"height":12}},{"id":"1eb36afa-8acc-43a9-b7d1-4c0384e5751f","block_type":"box","text":"Jennifer Hsui","page_number":38,"box":{"x":58,"y":306,"width":88,"height":11}},{"id":"4834ae6e-3d64-4767-8bef-edd0960bc25b","block_type":"box","text":"(1976)","page_number":38,"box":{"x":60,"y":321,"width":44,"height":12}},{"id":"d4430be3-a3cb-4e97-9cd1-357dde458f26","block_type":"box","text":"Executive Vice","page_number":38,"box":{"x":368,"y":307,"width":99,"height":9}},{"id":"4ccfee54-3d8a-4475-996c-19b448386e5f","block_type":"box","text":"President (since","page_number":38,"box":{"x":368,"y":321,"width":110,"height":12}},{"id":"f0d5985f-26d2-42f6-b0ad-0dad46816cea","block_type":"box","text":"2022).","page_number":38,"box":{"x":368,"y":336,"width":43,"height":13}},{"id":"d34e54a6-c92b-432b-99de-6a272c832797","block_type":"box","text":"Managing Director of BlackRock, Inc.","page_number":38,"box":{"x":676,"y":306,"width":258,"height":12}},{"id":"22aff86a-a036-415e-9171-cccdb25fe3ca","block_type":"box","text":"(since 2009); Co-Head of Index","page_number":38,"box":{"x":676,"y":321,"width":218,"height":12}},{"id":"caef6c93-74d7-4eee-b080-865eb1176adb","block_type":"box","text":"Equity of BlackRock, Inc. (since","page_number":38,"box":{"x":676,"y":336,"width":215,"height":13}},{"id":"6c724a2d-e58b-4e33-b959-aff0ac6930d7","block_type":"box","text":"2022).","page_number":38,"box":{"x":676,"y":351,"width":43,"height":13}},{"id":"b41e0c9b-0b65-46bf-b11c-2f7ab1130711","block_type":"box","text":"James Mauro","page_number":38,"box":{"x":58,"y":372,"width":92,"height":11}},{"id":"e7577719-68bd-4c84-920b-a8ba1279a11b","block_type":"box","text":"(1970)","page_number":38,"box":{"x":60,"y":387,"width":44,"height":12}},{"id":"05ef0111-3c4e-494e-95c0-1ba5ec0690ef","block_type":"box","text":"Executive Vice","page_number":38,"box":{"x":368,"y":372,"width":99,"height":9}},{"id":"2c0f4da6-4061-494b-9b8a-37217ebe8450","block_type":"box","text":"President (since","page_number":38,"box":{"x":368,"y":387,"width":110,"height":12}},{"id":"105566ef-99ad-442d-818b-e621ad66e1ca","block_type":"box","text":"2021).","page_number":38,"box":{"x":368,"y":402,"width":42,"height":12}},{"id":"0f06ef4d-a62b-4acd-b842-832c31e0e2fd","block_type":"box","text":"Managing Director of BlackRock, Inc.","page_number":38,"box":{"x":676,"y":371,"width":258,"height":13}},{"id":"c449212e-a395-4ef6-9459-5706e49ef73d","block_type":"box","text":"(since 2010); Head of Fixed Income","page_number":38,"box":{"x":676,"y":387,"width":246,"height":12}},{"id":"153a9813-0859-47bd-b7a7-a22680fc89cc","block_type":"box","text":"Index Investments in the Americas","page_number":38,"box":{"x":676,"y":402,"width":241,"height":9}},{"id":"6b3d1d11-e69c-4443-a5b6-65ff512fbefc","block_type":"box","text":"and Head of San Francisco Core","page_number":38,"box":{"x":675,"y":417,"width":223,"height":10}},{"id":"aa43450a-91a6-43b8-a4e2-42d7a54f570f","block_type":"box","text":"Portfolio Management of BlackRock,","page_number":38,"box":{"x":676,"y":432,"width":254,"height":12}},{"id":"c3d5b7e9-04c8-47be-be5e-67f95f7b1627","block_type":"box","text":"Inc. (since 2020).","page_number":38,"box":{"x":676,"y":447,"width":118,"height":12}},{"id":"01406dd2-4873-4f67-821b-ef4cc0543009","block_type":"box","text":"Elise Terry","page_number":38,"box":{"x":60,"y":467,"width":70,"height":13}},{"id":"58a702b9-ea9a-4143-9ea1-a1e95cc15e8e","block_type":"box","text":"(1977)","page_number":38,"box":{"x":60,"y":482,"width":44,"height":13}},{"id":"f519cda0-55cc-4045-86ed-d62e1c94ba87","block_type":"box","text":"Executive Vice","page_number":38,"box":{"x":368,"y":468,"width":99,"height":9}},{"id":"622c98e3-cd3a-42bc-a0b6-bf943033124d","block_type":"box","text":"President (since","page_number":38,"box":{"x":368,"y":482,"width":110,"height":13}},{"id":"22e6ffd0-2ab1-4634-a5f6-3398a3efc666","block_type":"box","text":"2025).","page_number":38,"box":{"x":368,"y":497,"width":43,"height":13}},{"id":"ff2ecb4c-a31f-463e-a1cd-86284b0f6013","block_type":"box","text":"Managing Director of BlackRock, Inc.","page_number":38,"box":{"x":676,"y":467,"width":258,"height":13}},{"id":"4244a211-dc3e-4916-8701-19ece2217381","block_type":"box","text":"(since 2016); Head of U.S. iShares","page_number":38,"box":{"x":676,"y":482,"width":234,"height":13}},{"id":"f43a6d89-07d6-46c3-8ac1-20b5d989e0d1","block_type":"box","text":"(since 2024); Co-Head of Distribution","page_number":38,"box":{"x":676,"y":497,"width":260,"height":13}},{"id":"ddb2597e-484c-487e-ae10-85ab2cd7549a","block_type":"box","text":"for U.S. Wealth Advisory (2023-2024);","page_number":38,"box":{"x":675,"y":513,"width":263,"height":12}},{"id":"08336789-3b0c-41e0-beb8-21d9d403211b","block_type":"box","text":"National Sales Manager, Wirehouse","page_number":38,"box":{"x":676,"y":528,"width":246,"height":12}},{"id":"dd6c98bc-a150-486b-a85e-5eb4495c977b","block_type":"box","text":"Channel (2020-2023).","page_number":38,"box":{"x":676,"y":543,"width":151,"height":12}},{"id":"1558b969-44c9-4139-a43b-8121687e7a36","block_type":"box","text":"Daniel Prince","page_number":38,"box":{"x":60,"y":563,"width":90,"height":10}},{"id":"0d707da3-1e67-4de9-877f-3df5ed95ef1b","block_type":"box","text":"(1981)","page_number":38,"box":{"x":60,"y":578,"width":44,"height":12}},{"id":"29b0bf2b-9400-4fad-a040-e9a8d6983833","block_type":"box","text":"Executive Vice","page_number":38,"box":{"x":368,"y":564,"width":99,"height":9}},{"id":"29b0fda9-c8cc-4cfd-8563-5586e3a9c0c1","block_type":"box","text":"President (since","page_number":38,"box":{"x":368,"y":578,"width":110,"height":12}},{"id":"73d268ae-6ea4-40c6-b3cd-13380e60dfee","block_type":"box","text":"2025).","page_number":38,"box":{"x":368,"y":593,"width":43,"height":13}},{"id":"dc3035b8-a9c7-4688-8fb7-5ef77206da5a","block_type":"box","text":"Managing Director of BlackRock, Inc.","page_number":38,"box":{"x":676,"y":563,"width":258,"height":12}},{"id":"4af98a73-7eab-49be-9b61-7d8900c9dc6e","block_type":"box","text":"(since 2023); Director of BlackRock,","page_number":38,"box":{"x":676,"y":578,"width":248,"height":12}},{"id":"142b88cd-4b7f-4ba9-ba3d-49efde9a958c","block_type":"box","text":"Inc. (2015-2022); Head of U.S.","page_number":38,"box":{"x":676,"y":593,"width":208,"height":13}},{"id":"59cb585d-ef4a-4d24-bec1-60164c65eda1","block_type":"box","text":"iShares Product (since 2025); Head","page_number":38,"box":{"x":676,"y":608,"width":245,"height":13}},{"id":"9a37374d-f000-44f7-bac1-9f149555fbfd","block_type":"box","text":"of iShares Product Consulting","page_number":38,"box":{"x":675,"y":623,"width":207,"height":13}},{"id":"16ad42ba-9463-4e5f-b291-cde996243847","block_type":"box","text":"(2015-2025).","page_number":38,"box":{"x":676,"y":639,"width":89,"height":12}},{"id":"06f66a6e-6815-408e-b0d5-0941fd9f31da","block_type":"box","text":"The Board has concluded that, based on each Trustee’s experience, qualifications, attributes or skills on an individual basis","page_number":38,"box":{"x":59,"y":671,"width":856,"height":13}},{"id":"c8587379-2c34-47d4-acb7-f6c79f7b37c7","block_type":"box","text":"and in combination with those of the other Trustees, each Trustee should serve as a Trustee of the Board. Among the","page_number":38,"box":{"x":59,"y":686,"width":821,"height":13}},{"id":"0d13342a-048d-4a77-adac-e02b7e61e740","block_type":"box","text":"attributes common to all Trustees are their ability to review critically, evaluate, question and discuss information provided to","page_number":38,"box":{"x":59,"y":702,"width":868,"height":12}},{"id":"c3cf677f-0b51-43d2-9bb8-280e89299c91","block_type":"box","text":"them, to interact effectively with the Fund’s investment adviser, other service providers, counsel and the independent","page_number":38,"box":{"x":59,"y":717,"width":819,"height":12}},{"id":"2d0358c2-284d-495c-87fd-61a0f89a534c","block_type":"box","text":"registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Trustees.","page_number":38,"box":{"x":60,"y":732,"width":872,"height":12}},{"id":"cf64672e-9d29-4705-bd8e-6705e406127d","block_type":"box","text":"A Trustee’s ability to perform his or her duties effectively may have been attained through the Trustee’s educational","page_number":38,"box":{"x":59,"y":747,"width":807,"height":12}},{"id":"dfd6ed8b-7a40-43ee-b94f-cce92ca7d1c2","block_type":"box","text":"background or professional training; business, consulting, public service or academic positions; experience from service as a","page_number":38,"box":{"x":60,"y":762,"width":868,"height":12}},{"id":"b81c59a4-2d69-41bc-93ee-9ea228d9d64d","block_type":"box","text":"Board member of the Fund and the other funds in the Trust (and any predecessor funds), other investment funds, public","page_number":38,"box":{"x":60,"y":777,"width":842,"height":13}},{"id":"4e5716ee-6c1c-4aed-8f3f-c2c0d6794910","block_type":"box","text":"companies, or non-profit entities or other organizations; and/or other life experiences. Also, set forth below is a brief","page_number":38,"box":{"x":59,"y":792,"width":817,"height":13}},{"id":"2abce395-7c43-417d-9811-a9ae9ba3cd62","block_type":"box","text":"discussion of the specific experience, qualifications, attributes or skills of each Trustee that led the Board to conclude that he","page_number":38,"box":{"x":59,"y":807,"width":872,"height":13}},{"id":"01374bdf-5f69-4379-a6ac-9f512545ac55","block_type":"box","text":"or she should serve (or continue to serve) as a Trustee.","page_number":38,"box":{"x":59,"y":823,"width":383,"height":12}},{"id":"a8fdbede-f06c-4464-8950-c3e1b5d13472","block_type":"box","text":"Robert S. Kapito has been a Trustee of the Trust since 2009. Mr. Kapito has also served as a Director of iShares, Inc. since","page_number":38,"box":{"x":60,"y":849,"width":842,"height":12}},{"id":"9e63f731-cce9-4e1c-9a9d-48ec2d639e56","block_type":"box","text":"2009, a Trustee of iShares U.S. ETF Trust since 2011 and a Director of BlackRock, Inc. since 2006. Mr. Kapito served as a","page_number":38,"box":{"x":59,"y":864,"width":833,"height":12}},{"id":"f946a207-1aa7-47d1-9453-a9794297de1a","block_type":"box","text":"Director of iShares MSCI Russia Capped ETF, Inc. from 2010 to 2015. In addition, he has over 20 years of experience as part of","page_number":38,"box":{"x":60,"y":879,"width":877,"height":13}},{"id":"8c02d677-25e7-4112-a0af-1093fdcb050d","block_type":"box","text":"26","page_number":38,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"65ea1a2e-7cba-492e-8c90-7ac5e2a953e6","block_type":"box","text":"BlackRock, Inc. and BlackRock’s predecessor entities. Mr. Kapito serves as President of BlackRock, Inc., and is a member of","page_number":39,"box":{"x":60,"y":67,"width":854,"height":12}},{"id":"5bb6bcf3-8706-4695-b6ae-bb4dac484804","block_type":"box","text":"the Global Executive Committee and Chairman of the Global Operating Committee. He is responsible for day-to-day oversight","page_number":39,"box":{"x":59,"y":82,"width":879,"height":12}},{"id":"59bd5d49-adb3-4b44-b5b5-2f16d14eac2c","block_type":"box","text":"of BlackRock’s key operating units, including Investment Strategies, Client Businesses, Technology & Operations, and Risk &","page_number":39,"box":{"x":59,"y":97,"width":865,"height":12}},{"id":"877644d4-298b-4756-9b73-6f15d0aac74d","block_type":"box","text":"Quantitative Analysis. Prior to assuming his current responsibilities in 2007, Mr. Kapito served as Vice Chairman of BlackRock,","page_number":39,"box":{"x":59,"y":112,"width":876,"height":12}},{"id":"f5bf7f82-ddbb-4274-b719-311dd0410793","block_type":"box","text":"Inc. and Head of BlackRock’s Portfolio Management Group. In that role, he was responsible for overseeing all portfolio","page_number":39,"box":{"x":60,"y":127,"width":822,"height":12}},{"id":"1e8c00d1-9c2a-4b40-8029-c331fb7e3b17","block_type":"box","text":"management within BlackRock, including the Fixed Income, Equity, Liquidity, and Alternative Investment Groups. Mr. Kapito","page_number":39,"box":{"x":60,"y":142,"width":863,"height":13}},{"id":"6fc2fbce-f601-4397-a154-ac6b3b4242a8","block_type":"box","text":"serves as a member of the Board of Trustees of the University of Pennsylvania and the Harvard Business School Board of","page_number":39,"box":{"x":59,"y":157,"width":841,"height":13}},{"id":"e5f8496f-b634-494c-9a8c-6685fbba0763","block_type":"box","text":"Dean’s Advisors. He has also been President of the Board of Directors for the Hope & Heroes Children’s Cancer Fund since","page_number":39,"box":{"x":60,"y":172,"width":852,"height":13}},{"id":"0335be5c-02b8-4733-aff6-3eca1a43e219","block_type":"box","text":"2002. Mr. Kapito earned a BS degree in economics from the Wharton School of the University of Pennsylvania in 1979, and an","page_number":39,"box":{"x":59,"y":188,"width":876,"height":12}},{"id":"5e8d0477-5130-41cc-9749-05ff6ccef05c","block_type":"box","text":"MBA degree from Harvard Business School in 1983.","page_number":39,"box":{"x":59,"y":203,"width":360,"height":12}},{"id":"0bce35ce-2b9c-4e2f-b5e9-990ee59b8188","block_type":"box","text":"Stephen Cohen has been a Trustee of the Trust since 2024. Mr. Cohen has also served as a Director of iShares, Inc. and a","page_number":39,"box":{"x":59,"y":229,"width":840,"height":12}},{"id":"a6cf4ad0-0fb9-47ae-809b-6fac8bd85c23","block_type":"box","text":"Trustee of iShares U.S. ETF Trust since 2024. Mr. Cohen has also served as a Director of BlackRock Investment Management","page_number":39,"box":{"x":59,"y":244,"width":865,"height":13}},{"id":"82cb5c78-67d9-4512-bb25-aaf7a31d5c3e","block_type":"box","text":"(UK) Limited, Director of BlackRock International Limited, and Director of BlackRock Group Limited since 2021. Mr. Cohen,","page_number":39,"box":{"x":60,"y":259,"width":853,"height":13}},{"id":"5a791728-c7f2-4627-be51-268618d623a7","block_type":"box","text":"Senior Managing Director, is BlackRock’s Chief Product Officer and a member of the Global Executive Committee. Mr. Cohen","page_number":39,"box":{"x":59,"y":274,"width":869,"height":13}},{"id":"4208d45a-aadf-4ea9-8a6e-3f8804eee4e9","block_type":"box","text":"is responsible for the business strategy, innovation and commercialization of BlackRock’s full investment product platform,","page_number":39,"box":{"x":60,"y":290,"width":856,"height":12}},{"id":"235caef9-ef5d-45ae-b8b4-ac8fc645321e","block_type":"box","text":"aligning product strategies with client needs and market trends, and unlocking new growth opportunities across iShares,","page_number":39,"box":{"x":59,"y":305,"width":846,"height":12}},{"id":"056a5f94-0657-450a-8316-ada83583aa91","block_type":"box","text":"Active, and Private Markets. Before assuming his current role in January 2024, Mr. Cohen served as the Head of Europe,","page_number":39,"box":{"x":59,"y":320,"width":829,"height":12}},{"id":"5267d639-9b5e-493a-bab4-160ea706de49","block_type":"box","text":"Middle East and Africa from 2021, leading BlackRock in the region. He was previously Head of the iShares, Index and Wealth","page_number":39,"box":{"x":59,"y":335,"width":866,"height":12}},{"id":"e59f44e8-d48a-44b0-b16c-af5b9724021f","block_type":"box","text":"businesses in EMEA, overseeing BlackRock’s relationships with wealth management firms and platforms, the development","page_number":39,"box":{"x":60,"y":350,"width":857,"height":12}},{"id":"95dc3c65-719e-4929-ba13-9844ae0e45a8","block_type":"box","text":"and distribution of active and index investments, and the firm’s equity index portfolio management capability in the region.","page_number":39,"box":{"x":59,"y":365,"width":861,"height":13}},{"id":"6a2d4f0f-115e-4bae-b020-e15b12f5fd38","block_type":"box","text":"Having joined BlackRock in 2011, Mr. Cohen initially served as the Chief Investment Strategist for International Fixed Income","page_number":39,"box":{"x":60,"y":380,"width":865,"height":13}},{"id":"dfda1b78-3ab6-46a4-8abd-6531c607b90b","block_type":"box","text":"and iShares, and then, in 2016, as Global Head of Fixed Income Indexing. Prior to BlackRock, Mr. Cohen was Global Head of","page_number":39,"box":{"x":59,"y":395,"width":862,"height":13}},{"id":"77e772b2-bfeb-4047-a1d0-9c2b7c35d2d4","block_type":"box","text":"Equity Linked Strategy at Nomura Holdings, Inc. Mr. Cohen’s career began at UBS in 1996 before he joined ING Barings in","page_number":39,"box":{"x":60,"y":411,"width":844,"height":12}},{"id":"7b753b5a-311f-4b75-84d0-e190d7db9582","block_type":"box","text":"2003, having served as Director, Fixed Income at each firm. Mr. Cohen earned a Bachelor of Science degree in Economics","page_number":39,"box":{"x":59,"y":426,"width":844,"height":12}},{"id":"62a66467-b66a-4400-9b8e-35f057645fbf","block_type":"box","text":"from the University of Southampton, and holds certifications as a SFA Futures and Options Representative, a SFA Securities","page_number":39,"box":{"x":59,"y":441,"width":861,"height":12}},{"id":"fcbc58b5-d54e-4770-b8eb-b8818001c871","block_type":"box","text":"Registered Representative, and an IFPR Material Risk Taker.","page_number":39,"box":{"x":60,"y":456,"width":410,"height":12}},{"id":"3a9d5f8d-3277-414e-b374-40032acd4e30","block_type":"box","text":"John E. Kerrigan has been a Trustee of the Trust since 2005 and Chair of the Trust’s Board since 2022. Mr. Kerrigan has also","page_number":39,"box":{"x":58,"y":482,"width":859,"height":13}},{"id":"e4d6a74b-ca65-41e4-8ddc-a8783bfc8608","block_type":"box","text":"served as a Director of iShares, Inc. since 2005, a Trustee of iShares U.S. ETF Trust since 2011, Chair of the Equity Plus and","page_number":39,"box":{"x":59,"y":497,"width":850,"height":13}},{"id":"9e52a83f-ed2e-4e8b-b998-4ca815ed9537","block_type":"box","text":"Nominating and Governance Committees of each Board from 2019 to 2021, and as Chair of each Board since 2022. Mr.","page_number":39,"box":{"x":60,"y":513,"width":830,"height":12}},{"id":"ba17f66c-555e-4247-9652-173d074240cd","block_type":"box","text":"Kerrigan served as a Director of iShares MSCI Russia Capped ETF, Inc. from 2010 to 2015. Mr. Kerrigan served as Chief","page_number":39,"box":{"x":60,"y":528,"width":821,"height":12}},{"id":"6d500d07-5738-4079-8a22-b2d662758036","block_type":"box","text":"Investment Officer of Santa Clara University from 2002 to 2025. Mr. Kerrigan was formerly a Managing Director at Merrill","page_number":39,"box":{"x":60,"y":543,"width":842,"height":12}},{"id":"887fdb26-af5b-4f17-8721-696d21277193","block_type":"box","text":"Lynch & Co., including the following responsibilities: Managing Director, Institutional Client Division, Western United States.","page_number":39,"box":{"x":60,"y":558,"width":860,"height":12}},{"id":"9ab7ac94-d459-4f38-8733-9166b4783014","block_type":"box","text":"Mr. Kerrigan has been a Director, since 1999, of The BASIC Fund (Bay Area Scholarships for Inner City Children). Mr. Kerrigan","page_number":39,"box":{"x":59,"y":573,"width":869,"height":12}},{"id":"2d706caf-b2ce-43ec-9e9c-6e1057d152ef","block_type":"box","text":"has a BA degree from Boston College and is a Chartered Financial Analyst Charterholder.","page_number":39,"box":{"x":60,"y":588,"width":618,"height":13}},{"id":"124ea3fd-0bf4-4153-a6d4-f083dba8e51c","block_type":"box","text":"Jane D. Carlin has been a Trustee of the Trust since 2015 and Chair of the Securities Lending Committee since 2025. Ms.","page_number":39,"box":{"x":58,"y":615,"width":838,"height":12}},{"id":"6d412369-4d12-4b5a-ba61-cac2345e7876","block_type":"box","text":"Carlin has also served as a Director of iShares, Inc. and a Trustee of iShares U.S. ETF Trust since 2015 and Chair of the","page_number":39,"box":{"x":59,"y":630,"width":820,"height":11}},{"id":"38bb197d-4a68-4214-95cf-fc6ffca2b045","block_type":"box","text":"Securities Lending Committee of each Board since 2025. Ms. Carlin has served as a consultant since 2012 and formerly","page_number":39,"box":{"x":59,"y":645,"width":832,"height":12}},{"id":"fbd89ba2-bc1b-4a71-aa98-799477a87243","block_type":"box","text":"served as Managing Director and Global Head of Financial Holding Company Governance & Assurance and the Global Head","page_number":39,"box":{"x":59,"y":660,"width":865,"height":12}},{"id":"f7c63cb5-78bb-43f7-a437-2ad6627bb6ff","block_type":"box","text":"of Operational Risk Management of Morgan Stanley from 2006 to 2012. In addition, Ms. Carlin served as Managing Director","page_number":39,"box":{"x":59,"y":675,"width":867,"height":12}},{"id":"e8bc5318-c346-4fc1-8c75-6ede5c58e20b","block_type":"box","text":"and Global Head of the Bank Operational Risk Oversight Department of Credit Suisse Group from 2003 to 2006. Prior to that,","page_number":39,"box":{"x":59,"y":690,"width":872,"height":13}},{"id":"570f57b0-8eb1-4564-a5e2-b8c3b32e44d4","block_type":"box","text":"Ms. Carlin served as Managing Director and Deputy General Counsel of Morgan Stanley. Ms. Carlin has over 30 years of","page_number":39,"box":{"x":59,"y":705,"width":836,"height":13}},{"id":"0bbb2018-2486-4331-a2a7-67f37806e3f9","block_type":"box","text":"experience in the financial sector and has served in a number of legal, regulatory, and risk management positions. Ms. Carlin","page_number":39,"box":{"x":59,"y":720,"width":870,"height":13}},{"id":"8d58a836-a6d6-4808-8dc5-cbd052be7e8a","block_type":"box","text":"has served as a member of the Audit Committee and as a Director of The Hanover Insurance Group, Inc., each since 2016,","page_number":39,"box":{"x":60,"y":736,"width":852,"height":12}},{"id":"fc34b984-9b60-490c-a451-e56a9a01d389","block_type":"box","text":"and as Chair of the Audit Committee since 2020. Ms. Carlin served as a member of the Audit Committee from 2012 to 2018,","page_number":39,"box":{"x":59,"y":751,"width":866,"height":11}},{"id":"e9962a02-098d-4e62-8c57-262db8bb7a25","block_type":"box","text":"Chair of the Nominating and Governance Committee from 2017 to 2018 and as an Independent Director on the Board of PHH","page_number":39,"box":{"x":59,"y":766,"width":876,"height":12}},{"id":"82183451-1be6-4233-bc9b-a26c6ba35dd9","block_type":"box","text":"Corporation from 2012 to 2018. She previously served as a Director on the Boards of Astoria Financial Corporation and","page_number":39,"box":{"x":59,"y":781,"width":829,"height":12}},{"id":"4de950b7-8937-40dd-a087-bbba7de9ea73","block_type":"box","text":"Astoria Bank. Ms. Carlin was appointed by the United States Treasury to the Financial Services Sector Coordinating Council","page_number":39,"box":{"x":59,"y":796,"width":858,"height":12}},{"id":"264d981c-1b8a-494a-8467-fbb4f5d6c009","block_type":"box","text":"for Critical Infrastructure Protection and Homeland Security, where she served as Chairperson from 2010 to 2012 and Vice","page_number":39,"box":{"x":59,"y":811,"width":854,"height":13}},{"id":"1e869479-679d-4149-bd9d-af76b2de2229","block_type":"box","text":"Chair and Chair of the Cyber Security Committee from 2009 to 2010. Ms. Carlin has a BA degree in political science from","page_number":39,"box":{"x":59,"y":826,"width":842,"height":13}},{"id":"3d9ff494-d1b3-4b70-80cd-37555803914b","block_type":"box","text":"State University of New York at Stony Brook and a JD degree from Benjamin N. Cardozo School of Law.","page_number":39,"box":{"x":59,"y":841,"width":712,"height":13}},{"id":"b42e5821-96d6-4365-bb33-5bf6a4a991b1","block_type":"box","text":"Richard L. Fagnani has been a Trustee of the Trust since 2017 and Chair of the 15(c) Committee since 2025. Mr. Fagnani has","page_number":39,"box":{"x":60,"y":868,"width":865,"height":12}},{"id":"bbb16b98-f347-4ce2-a06b-df88bdd09d1c","block_type":"box","text":"also served as a Director of iShares, Inc. and a Trustee of iShares U.S. ETF Trust since 2017 and Chair of the 15(c) Committee","page_number":39,"box":{"x":59,"y":883,"width":869,"height":12}},{"id":"ed180255-e142-4c99-8e68-b2fbef439a44","block_type":"box","text":"27","page_number":39,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"a7e208dc-565a-4c2e-ba95-27bc86e19e33","block_type":"box","text":"of each Board since 2025. Mr. Fagnani served as an Advisory Board Member of the Trust, iShares U.S. ETF Trust and iShares,","page_number":40,"box":{"x":59,"y":67,"width":865,"height":12}},{"id":"54e1c83c-3a3d-4783-b8bc-3d4184ad16a9","block_type":"box","text":"Inc. from April 2017 to June 2017. Mr. Fagnani served as a Senior Audit Partner at KPMG LLP from 2002 to 2016, most recently","page_number":40,"box":{"x":60,"y":82,"width":878,"height":12}},{"id":"a405dbab-50ad-46de-a857-80a904e705f3","block_type":"box","text":"as the U.S. asset management audit practice leader responsible for setting strategic direction and execution of the operating","page_number":40,"box":{"x":59,"y":97,"width":869,"height":12}},{"id":"f688b8f2-a657-4798-b386-fb8da2f933f3","block_type":"box","text":"plan for the asset management audit practice. In addition, from 1977 to 2002, Mr. Fagnani served as an Audit Partner at","page_number":40,"box":{"x":59,"y":112,"width":838,"height":12}},{"id":"14e6b516-553d-4699-8630-4f6832703bd6","block_type":"box","text":"Andersen LLP, where he developed and managed the asset management audit practice in the Philadelphia office. Mr. Fagnani","page_number":40,"box":{"x":59,"y":127,"width":876,"height":12}},{"id":"3dfe0852-9005-435c-b106-0dcae2084641","block_type":"box","text":"served as a Trustee on the Board of the Walnut Street Theater in Philadelphia from 2009 to 2014 and as a member of the","page_number":40,"box":{"x":59,"y":142,"width":843,"height":13}},{"id":"4c367dcc-1a60-4727-8d43-f606d990cebe","block_type":"box","text":"School of Business Advisory Board at LaSalle University from 2006 to 2014. Mr. Fagnani has also served as a Director of One","page_number":40,"box":{"x":59,"y":157,"width":866,"height":13}},{"id":"ad880998-f75f-4e29-b26f-103f12cd6482","block_type":"box","text":"Generation Away, a non-profit which works to bring healthy food directly to people in need, since 2021. Mr. Fagnani has a BS","page_number":40,"box":{"x":59,"y":172,"width":871,"height":13}},{"id":"352b9fad-50c7-41c7-a0c1-6b66d41a42de","block_type":"box","text":"degree in Accounting from LaSalle University.","page_number":40,"box":{"x":59,"y":188,"width":317,"height":12}},{"id":"b6cd28d0-d482-44e5-a8ee-589af2dc2bae","block_type":"box","text":"Laura F. Fergerson has been a Trustee of the Trust since 2024 and Chair of the Audit Committee of the Trust since 2025. Ms.","page_number":40,"box":{"x":60,"y":214,"width":866,"height":12}},{"id":"4115686c-77e9-41df-9142-3e32f7527cf1","block_type":"box","text":"Fergerson has also served as a Director of iShares, Inc., a Trustee of iShares U.S. ETF Trust since 2024, and Chair of the Audit","page_number":40,"box":{"x":60,"y":229,"width":866,"height":12}},{"id":"8b4f0136-a9aa-41b2-bf24-8d8e6474c4c7","block_type":"box","text":"Committee of each Board since 2025. From 2017 to 2024, Ms. Fergerson was the President of Franklin Templeton Services,","page_number":40,"box":{"x":59,"y":244,"width":855,"height":13}},{"id":"0ffdba13-08e2-4a37-b6fe-bf528f9d6f5b","block_type":"box","text":"LLC where she led the global fund administration division. Prior to that, she held various roles at Franklin Templeton since","page_number":40,"box":{"x":60,"y":259,"width":850,"height":13}},{"id":"7493fead-7bdb-46cb-8e9a-48c694e54986","block_type":"box","text":"1993, which included managing financial and regulatory reporting and global fund tax. Ms. Fergerson has been a Director,","page_number":40,"box":{"x":61,"y":274,"width":851,"height":13}},{"id":"1d24de7e-de10-4322-8fcf-dde8c830938b","block_type":"box","text":"since 2019, of the Crocker Art Museum Association and was the President, from 2022 to 2023, of the Crocker Art Museum","page_number":40,"box":{"x":59,"y":290,"width":857,"height":11}},{"id":"7780fd39-4d33-4b87-88ff-c1a7b629c516","block_type":"box","text":"Foundation. Ms. Fergerson has a BA degree in Economics from the University of California, Berkeley and is a Certified Public","page_number":40,"box":{"x":60,"y":305,"width":862,"height":12}},{"id":"eb2ce86c-c532-44e0-9e3d-439c26f2543d","block_type":"box","text":"Accountant (inactive) and a member of the American Institute of Certified Public Accountants.","page_number":40,"box":{"x":59,"y":320,"width":664,"height":12}},{"id":"5f79f566-afe6-44c8-9c63-abf81c38c277","block_type":"box","text":"Cecilia H. Herbert has been a Trustee of the Trust since 2005. Ms. Herbert has also served as a Director of iShares, Inc. since","page_number":40,"box":{"x":59,"y":346,"width":864,"height":12}},{"id":"8f5121e2-80a0-478f-aea9-860476071f03","block_type":"box","text":"2005, a Trustee of iShares U.S. ETF Trust since 2011 and Chair of the Trust’s Board from 2016 to 2021. Ms. Herbert served as a","page_number":40,"box":{"x":59,"y":361,"width":878,"height":12}},{"id":"4c15e02b-2f4e-417e-be28-dd4ddc40f859","block_type":"box","text":"Director of iShares MSCI Russia Capped ETF, Inc. from 2010 to 2015. Previously, Ms. Herbert served as Trustee of the","page_number":40,"box":{"x":60,"y":377,"width":812,"height":12}},{"id":"71faf39a-0f53-4cae-8c4a-de2aff8f6514","block_type":"box","text":"Montgomery Funds from 1992 to 2003, the Pacific Select Funds from 2004 to 2005, the Forward Funds from 2009 to 2018,","page_number":40,"box":{"x":59,"y":392,"width":860,"height":12}},{"id":"25e0a440-e0bd-4444-b279-05f8c974ee6d","block_type":"box","text":"the Salient Funds from 2015 to 2018 and the Thrivent Church Loan and Income Fund from 2019 to 2022. She has served as a","page_number":40,"box":{"x":59,"y":407,"width":874,"height":9}},{"id":"1e52b107-8e54-4e99-badb-e2aaf841184c","block_type":"box","text":"member of the Finance, Audit and Quality Committees and Trustee of Stanford Health Care since 2016 and became Chair of","page_number":40,"box":{"x":60,"y":422,"width":869,"height":12}},{"id":"fe7292d0-d787-4daa-a6c4-9fe6f56f7a4d","block_type":"box","text":"the Finance Committee of Stanford Health Care in 2019. She has served as a Trustee of WNET, New York’s public media","page_number":40,"box":{"x":59,"y":437,"width":833,"height":12}},{"id":"bdb905b2-ca23-4570-b393-5496ec47f4d0","block_type":"box","text":"station, since 2011 and a Member of its Audit Committee since 2018. She was appointed to the Wyoming State Investment","page_number":40,"box":{"x":59,"y":452,"width":860,"height":12}},{"id":"a38f5026-c870-448b-aa66-20a6ea25be71","block_type":"box","text":"Funds Committee in 2022. She became a member of the Governing Council of the Independent Directors Council in 2018.","page_number":40,"box":{"x":60,"y":467,"width":851,"height":13}},{"id":"5a37d8af-c6c4-4648-8a49-636d2a5b1921","block_type":"box","text":"She served as a Director of the Senior Center of Jackson Hole from 2020 to 2023 and of the Jackson Hole Center for the Arts","page_number":40,"box":{"x":59,"y":482,"width":865,"height":12}},{"id":"dd0d8c47-4bf0-4a19-bf40-d947242eddaf","block_type":"box","text":"since 2021. She was President of the Board of Catholic Charities CYO, the largest social services agency in the San Francisco","page_number":40,"box":{"x":59,"y":497,"width":864,"height":13}},{"id":"dcf59a02-64be-471c-af17-4ea3765ac4b2","block_type":"box","text":"Bay Area, from 2007 to 2011 and a member of that board from 1992 to 2013. From 1973 to 1990 she worked at J.P.","page_number":40,"box":{"x":60,"y":513,"width":800,"height":12}},{"id":"e19b01a1-98ed-437f-bb2b-3667286cfaf2","block_type":"box","text":"Morgan/Morgan Guaranty Trust doing international corporate finance and corporate lending, retiring as Managing Director","page_number":40,"box":{"x":59,"y":528,"width":868,"height":12}},{"id":"ef866e23-9843-4b44-becd-bf918e30a4ec","block_type":"box","text":"and Head of the West Coast Office. Ms. Herbert has been on numerous non-profit boards, chairing investment and finance","page_number":40,"box":{"x":59,"y":543,"width":858,"height":12}},{"id":"05dc5325-b1a6-4308-8ac4-e56cebec0b4c","block_type":"box","text":"committees. She holds a double major in economics and communications from Stanford University and an MBA from","page_number":40,"box":{"x":59,"y":558,"width":824,"height":12}},{"id":"87d5a191-2272-4ae3-b3f1-7a0924020418","block_type":"box","text":"Harvard Business School.","page_number":40,"box":{"x":60,"y":573,"width":174,"height":10}},{"id":"346421e2-96a8-4d53-aef6-f42132c7bd34","block_type":"box","text":"James Lam has been a Trustee of the Trust since 2024 and Chair of the Risk Committee of the Trust since 2025. Mr. Lam has","page_number":40,"box":{"x":58,"y":600,"width":868,"height":11}},{"id":"fd7a2793-90d0-4344-b62a-525a1fe30b28","block_type":"box","text":"also served as a Director of iShares, Inc., a Trustee of iShares U.S. ETF Trust since 2024, and Chair of the Risk Committee of","page_number":40,"box":{"x":59,"y":615,"width":857,"height":11}},{"id":"a4c6b16e-8c81-4527-99f0-861c80e36928","block_type":"box","text":"each Board since 2025. Mr. Lam has over 40 years of experience in corporate governance and risk management as a board","page_number":40,"box":{"x":59,"y":630,"width":857,"height":12}},{"id":"52b26657-9cea-4192-8219-93c49a73b13d","block_type":"box","text":"director, management consultant, and chief risk officer. He has previously served as a director on public, private, and fund","page_number":40,"box":{"x":59,"y":645,"width":851,"height":12}},{"id":"61deae0e-3849-4e7a-b6b4-ce94d5b1518e","block_type":"box","text":"boards, including leadership roles as the chair of the risk, audit, and compliance committees. From 2012 to 2020, Mr. Lam","page_number":40,"box":{"x":60,"y":660,"width":850,"height":12}},{"id":"bb095cc9-3989-4510-be54-3abddbd9a6a5","block_type":"box","text":"was a Director of E*TRADE Financial and E*TRADE Bank, where he served as Risk Oversight Committee Chair and Audit","page_number":40,"box":{"x":59,"y":675,"width":840,"height":12}},{"id":"e716a254-5583-481d-a5e3-50c97a3db4d3","block_type":"box","text":"Committee Member. Mr. Lam has been President of James Lam & Associates, Inc., a risk management consulting firm serving","page_number":40,"box":{"x":59,"y":690,"width":877,"height":13}},{"id":"013d1126-c69f-41d7-84d8-a7e49be0cb88","block_type":"box","text":"global clients across all major industry sectors, since 2002. Previously, Mr. Lam served as Founder and President of ERisk, a","page_number":40,"box":{"x":59,"y":705,"width":856,"height":13}},{"id":"a4e09f36-f758-459a-8e0b-e1742849b887","block_type":"box","text":"Partner of Oliver Wyman, and the Chief Risk Officer of Fidelity Investments. Mr. Lam has served as a Director of the FAIR","page_number":40,"box":{"x":60,"y":720,"width":838,"height":13}},{"id":"2344ec17-4156-4358-b5d5-35ef32b009f8","block_type":"box","text":"Institute, a not-for-profit organization dedicated to advancing the discipline of cyber risk quantification, since 2020. Mr. Lam","page_number":40,"box":{"x":60,"y":736,"width":867,"height":12}},{"id":"b4b6d16b-4987-4424-b1ed-30cc477d9810","block_type":"box","text":"is the author of “Enterprise Risk Management” and “Implementing Enterprise Risk Management,” leading risk management","page_number":40,"box":{"x":60,"y":751,"width":867,"height":12}},{"id":"40b13ef9-5b5c-4708-968f-d893eca090c0","block_type":"box","text":"books. He holds the NACD Directorship Certification and the NACD CERT Certificate in Cyber-Risk Oversight. Mr. Lam has","page_number":40,"box":{"x":60,"y":766,"width":850,"height":12}},{"id":"06685937-e007-461d-b7de-2c40f4a13204","block_type":"box","text":"been an adjunct professor at Carnegie Mellon University since 2018 and a member of the Zicklin School of Business Dean’s","page_number":40,"box":{"x":60,"y":781,"width":859,"height":12}},{"id":"828d99fd-025a-42d6-ba3d-292c20f9aa99","block_type":"box","text":"Council of Baruch College since 2017. Mr. Lam has a BBA from Baruch College and an MBA from the University of California,","page_number":40,"box":{"x":59,"y":796,"width":866,"height":12}},{"id":"fa2f8143-9801-46fe-bcc8-efc8c04436c8","block_type":"box","text":"Los Angeles.","page_number":40,"box":{"x":60,"y":811,"width":86,"height":13}},{"id":"3514d319-cd18-4d49-871d-f25d90b432e5","block_type":"box","text":"Drew E. Lawton has been a Trustee of the Trust since 2017 and Chair of the Fixed Income Plus Committee of the Trust since","page_number":40,"box":{"x":60,"y":838,"width":864,"height":9}},{"id":"03643357-4b59-4839-8eab-a605c394fe2d","block_type":"box","text":"2025. Mr. Lawton has also served as a Director of iShares, Inc., a Trustee of iShares U.S. ETF Trust, and Chair of the Fixed","page_number":40,"box":{"x":59,"y":853,"width":839,"height":11}},{"id":"0cadfc49-68a0-4157-aa26-e7929726de53","block_type":"box","text":"Income Plus Committee of each Board since 2025. Mr. Lawton also served as an Advisory Board Member of the Trust,","page_number":40,"box":{"x":60,"y":868,"width":820,"height":12}},{"id":"9951a91b-da86-420e-8467-78ae1e8d2b40","block_type":"box","text":"iShares, Inc. and iShares U.S. ETF Trust from 2016 to 2017. Mr. Lawton served as Director of Principal Funds, Inc., Principal","page_number":40,"box":{"x":60,"y":883,"width":848,"height":12}},{"id":"aab98506-b60a-4b34-a32a-fce7146b7fe6","block_type":"box","text":"28","page_number":40,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"897c33ee-f6c4-4cb1-9faf-5ab853e8da05","block_type":"box","text":"Variable Contracts Funds, Inc. and Principal Exchange-Traded Funds from March 2016 to October 2016. Mr. Lawton has also","page_number":41,"box":{"x":59,"y":67,"width":870,"height":12}},{"id":"ee3ad494-fc03-47f3-a3c9-8e46bf989a97","block_type":"box","text":"served as a member of the Compensation and Finance and Risk Committees and Director of Jackson Financial Inc. since","page_number":41,"box":{"x":59,"y":82,"width":840,"height":12}},{"id":"26305105-97a7-486b-b71f-628210518f35","block_type":"box","text":"2021. Mr. Lawton served in various capacities at New York Life Insurance Company from 2010 to 2015, most recently as a","page_number":41,"box":{"x":59,"y":97,"width":846,"height":12}},{"id":"a0ba24b5-4f7c-4ac5-8261-9935e39a91b5","block_type":"box","text":"Senior Managing Director and Chief Executive Officer of New York Life Investment Management. From 2008 to 2010, Mr.","page_number":41,"box":{"x":59,"y":112,"width":844,"height":12}},{"id":"2d63b366-34d3-49fe-b5dd-8bab0ca70b70","block_type":"box","text":"Lawton was the President of Fridson Investment Advisors, LLC. Mr. Lawton previously held multiple roles at Fidelity","page_number":41,"box":{"x":60,"y":127,"width":804,"height":12}},{"id":"bbec939d-25d5-4c6e-ba7d-3ae284c162cc","block_type":"box","text":"Investments from 1997 to 2008. Mr. Lawton has been an Adjunct Professor at the University of North Texas since 2021. Mr.","page_number":41,"box":{"x":60,"y":142,"width":858,"height":13}},{"id":"d873b208-dac2-4c93-8b99-9034150f95cd","block_type":"box","text":"Lawton has a BA degree in Administrative Science from Yale University and an MBA from University of North Texas.","page_number":41,"box":{"x":60,"y":157,"width":806,"height":13}},{"id":"8a10d931-cd41-495f-9fe2-d2ec2214c497","block_type":"box","text":"John E. Martinez has been a Trustee of the Trust since 2003 and Chair of the Equity Plus Committee of the Trust since 2025.","page_number":41,"box":{"x":58,"y":184,"width":863,"height":12}},{"id":"576f6bf6-60aa-4758-97a9-709fc890fc85","block_type":"box","text":"Mr. Martinez has also served as a Director of iShares, Inc. since 2003, a Trustee of iShares U.S. ETF Trust since 2011, and Chair","page_number":41,"box":{"x":59,"y":199,"width":878,"height":11}},{"id":"5d09a66c-c16e-494f-8901-aad337600b62","block_type":"box","text":"of the Equity Plus Committee of each Board since 2025. Mr. Martinez served as a Director of iShares MSCI Russia Capped ETF,","page_number":41,"box":{"x":59,"y":214,"width":877,"height":12}},{"id":"baee6ce2-be29-43a0-bbde-2237cae9f2ad","block_type":"box","text":"Inc. from 2010 to 2015. Mr. Martinez is a Director of Real Estate Equity Exchange, Inc., providing governance oversight and","page_number":41,"box":{"x":60,"y":229,"width":852,"height":12}},{"id":"5cbecfc7-a804-4a0b-b308-2e67a3841234","block_type":"box","text":"consulting services to this privately held firm that develops products and strategies for homeowners in managing the equity","page_number":41,"box":{"x":59,"y":244,"width":868,"height":13}},{"id":"29eceb01-4dea-40c8-b118-d9ad549ff018","block_type":"box","text":"in their homes. From 2017 to 2020, Mr. Martinez served as a Board member for the Cloudera Foundation. Mr. Martinez","page_number":41,"box":{"x":60,"y":259,"width":825,"height":12}},{"id":"1854376d-8e10-4cec-bd46-99de988154e3","block_type":"box","text":"previously served as Director of Barclays Global Investors (“BGI”) UK Holdings, where he provided governance oversight","page_number":41,"box":{"x":59,"y":274,"width":837,"height":13}},{"id":"d027dd75-89be-4358-977e-cb3b142fa535","block_type":"box","text":"representing BGI’s shareholders (Barclays PLC, BGI management shareholders) through oversight of BGI’s worldwide","page_number":41,"box":{"x":60,"y":290,"width":817,"height":12}},{"id":"765f5a21-7a22-4595-af41-c5cc6f65edc0","block_type":"box","text":"activities. Mr. Martinez also previously served as Co-Chief Executive Officer of the Global Index and Markets Group of BGI,","page_number":41,"box":{"x":59,"y":305,"width":849,"height":12}},{"id":"a7c0acbb-2f5b-40f0-bfa8-74b5f4097da6","block_type":"box","text":"Chairman of Barclays Global Investor Services and Chief Executive Officer of the Capital Markets Group of BGI. From 2003 to","page_number":41,"box":{"x":59,"y":320,"width":868,"height":12}},{"id":"e6bfbc7b-707f-41ef-936a-0de897e7aec6","block_type":"box","text":"2012, he was a Director and Executive Committee Member for Larkin Street Youth Services. He now serves on the Larkin","page_number":41,"box":{"x":59,"y":335,"width":840,"height":11}},{"id":"09205ff8-4b42-43d6-976a-65ae5a003e46","block_type":"box","text":"Street Honorary Board. From 2012 to 2016, Mr. Martinez served as a Director for Reading Partners. Mr. Martinez has an AB","page_number":41,"box":{"x":59,"y":350,"width":853,"height":12}},{"id":"5f88425d-8c6a-4514-a0af-99ab31b1029b","block_type":"box","text":"degree in economics from The University of California, Berkeley and holds an MBA degree in finance and statistics from The","page_number":41,"box":{"x":59,"y":365,"width":867,"height":13}},{"id":"82a98722-d20e-4447-b232-552711d4119f","block_type":"box","text":"University of Chicago Booth School of Business.","page_number":41,"box":{"x":60,"y":380,"width":332,"height":13}},{"id":"a519cc65-4ee9-4515-ba28-56fd441973b4","block_type":"box","text":"Madhav V. Rajan has been a Trustee of the Trust since 2011 and Chair of the Nominating and Governance Committee of the","page_number":41,"box":{"x":59,"y":407,"width":867,"height":12}},{"id":"1858e475-b593-457d-aa16-7e2f5fba83a9","block_type":"box","text":"Trust since 2025. Mr. Rajan has also served as a Director of iShares, Inc. and a Trustee of iShares U.S. ETF Trust since 2011,","page_number":41,"box":{"x":59,"y":422,"width":853,"height":12}},{"id":"44b6ab1d-3d28-4ac4-8207-13bf6b2e46fc","block_type":"box","text":"and Chair of the Nominating and Governance Committee of each Board since 2025. Mr. Rajan served as a Director of iShares","page_number":41,"box":{"x":59,"y":437,"width":870,"height":12}},{"id":"d936dc91-df27-4a93-bb8e-23f2afac4af7","block_type":"box","text":"MSCI Russia Capped ETF, Inc. from 2011 to 2015. Mr. Rajan is the Dean and George Pratt Shultz Professor of Accounting at","page_number":41,"box":{"x":59,"y":452,"width":858,"height":12}},{"id":"3a2f879b-2210-4bee-8022-9d508a07ba1c","block_type":"box","text":"the University of Chicago Booth School of Business and also serves as Chair of the Board for the Center for Research in","page_number":41,"box":{"x":59,"y":467,"width":828,"height":13}},{"id":"c5c2277e-c418-4905-987d-f3bc8309abba","block_type":"box","text":"Security Prices, LLC, an affiliate of the University of Chicago Booth School of Business, since 2020. He has served on the","page_number":41,"box":{"x":59,"y":482,"width":834,"height":13}},{"id":"98b7a331-4460-4b5c-ac01-a40b33aa6828","block_type":"box","text":"Advisory Board of C.M. Capital Corporation since 2016 and as a Director of C.M. Capital Corporation since 2020. Mr. Rajan","page_number":41,"box":{"x":59,"y":497,"width":852,"height":13}},{"id":"798be22f-992a-4aa4-84a1-99a13f4b8751","block_type":"box","text":"has served as a director of WellBe Senior Medical since 2023. From 2001 to 2017, Mr. Rajan was the Robert K. Jaedicke","page_number":41,"box":{"x":60,"y":513,"width":821,"height":12}},{"id":"18b53249-c26b-4a1f-807c-7d9610672c69","block_type":"box","text":"Professor of Accounting at the Stanford University Graduate School of Business. In April 2017, he received the school’s Robert","page_number":41,"box":{"x":60,"y":528,"width":877,"height":12}},{"id":"6dc0b5ad-0f9c-4ff5-8e14-4a7023ae8aa1","block_type":"box","text":"T. Davis Award for Lifetime Achievement and Service. He has taught accounting for over 25 years to undergraduate, MBA","page_number":41,"box":{"x":59,"y":543,"width":850,"height":12}},{"id":"a8c77386-f991-4515-a124-8c4e399834f3","block_type":"box","text":"and law students, as well as to senior executives. From 2010 to 2016, Mr. Rajan served as the Senior Associate Dean for","page_number":41,"box":{"x":59,"y":558,"width":834,"height":12}},{"id":"33da9359-fa56-4dc0-ac9f-efdc22e8297e","block_type":"box","text":"Academic Affairs and head of the MBA Program at the Stanford University Graduate School of Business. Mr. Rajan served as","page_number":41,"box":{"x":59,"y":573,"width":867,"height":12}},{"id":"b25c63c5-cc33-4480-92c7-09571220f246","block_type":"box","text":"editor of “The Accounting Review” from 2002 to 2008 and is co-author of “Cost Accounting: A Managerial Emphasis,” a","page_number":41,"box":{"x":59,"y":588,"width":842,"height":13}},{"id":"f77b4b59-881b-49a4-85d7-ed946d2209c6","block_type":"box","text":"leading cost accounting textbook. From 2013 to 2018, Mr. Rajan served on the Board of Directors of Cavium Inc., a","page_number":41,"box":{"x":60,"y":603,"width":798,"height":13}},{"id":"e745c5a3-e5e5-44fa-a5b1-5d19235bd1da","block_type":"box","text":"semiconductor company. Mr. Rajan holds MS and PhD degrees in Accounting from Carnegie Mellon University.","page_number":41,"box":{"x":59,"y":618,"width":776,"height":13}},{"id":"cfac17fe-abb0-4c23-9ace-9a3a3e02dc7f","block_type":"box","text":"Board – Leadership Structure and Oversight Responsibilities","page_number":41,"box":{"x":60,"y":645,"width":416,"height":12}},{"id":"af177795-65d3-4054-905a-2c8c0eddd1f4","block_type":"box","text":"Overall responsibility for oversight of the Fund rests with the Board. The Board has engaged BFA to manage the Fund on a","page_number":41,"box":{"x":59,"y":671,"width":853,"height":13}},{"id":"3487fc76-f203-41a2-ad3b-7df587cca3ee","block_type":"box","text":"day-to-day basis. The Board is responsible for overseeing BFA and other service providers in the operations of the Fund in","page_number":41,"box":{"x":59,"y":686,"width":848,"height":13}},{"id":"440cebe3-d935-4017-a7b7-a7623b61421e","block_type":"box","text":"accordance with the provisions of the 1940 Act, applicable provisions of state and other laws and the Trust’s charter. The","page_number":41,"box":{"x":59,"y":702,"width":847,"height":12}},{"id":"3fcbaa31-ad2b-418e-88ee-e8e685c4ec93","block_type":"box","text":"Board is currently composed of eleven members, nine of whom are Independent Trustees. The Board currently conducts","page_number":41,"box":{"x":60,"y":717,"width":841,"height":12}},{"id":"e9c68d1f-f08b-4cc5-bc6b-b7a535ba8d51","block_type":"box","text":"regular in person meetings four times a year. In addition, the Board frequently holds special in person or telephonic meetings","page_number":41,"box":{"x":60,"y":732,"width":872,"height":12}},{"id":"f466fb1c-f332-427a-89a3-4695718ccbaf","block_type":"box","text":"or informal conference calls to discuss specific matters that may arise or require action between regular meetings. The","page_number":41,"box":{"x":59,"y":747,"width":830,"height":12}},{"id":"0a437194-3aa6-4559-843e-e95f197aad60","block_type":"box","text":"Independent Trustees meet regularly outside the presence of management, in executive session or with other service","page_number":41,"box":{"x":60,"y":762,"width":819,"height":12}},{"id":"cf0e703f-8376-48d3-b87c-18dd0b9daf7c","block_type":"box","text":"providers to the Trust.","page_number":41,"box":{"x":59,"y":777,"width":153,"height":13}},{"id":"2e90af58-76d3-4a7b-96d1-665a46b52a89","block_type":"box","text":"The Board has appointed an Independent Trustee to serve in the role of Board Chair. The Board Chair’s role is to preside at all","page_number":41,"box":{"x":59,"y":804,"width":871,"height":12}},{"id":"497d7198-85b3-4a0a-b9b7-212f4a625b00","block_type":"box","text":"meetings of the Board and to act as a liaison with service providers, officers, attorneys, and other Trustees generally between","page_number":41,"box":{"x":60,"y":819,"width":872,"height":12}},{"id":"9f8437a4-4af1-4f3e-8b51-8cbbc80d9900","block_type":"box","text":"meetings. The Board Chair may also perform such other functions as may be delegated by the Board from time to time. The","page_number":41,"box":{"x":60,"y":834,"width":864,"height":12}},{"id":"721adc4f-af96-46e1-8f84-873e854e0998","block_type":"box","text":"Board has established seven standing Committees: a Nominating and Governance Committee, an Audit Committee, a 15(c)","page_number":41,"box":{"x":60,"y":849,"width":863,"height":12}},{"id":"66f88b0e-0286-45ad-b43d-8d03974f5c71","block_type":"box","text":"Committee, a Securities Lending Committee, a Risk Committee, an Equity Plus Committee and a Fixed Income Plus","page_number":41,"box":{"x":59,"y":864,"width":804,"height":12}},{"id":"b999829f-aff5-4dee-ac37-341887e12891","block_type":"box","text":"Committee to assist the Board in the oversight and direction of the business and affairs of the Fund, and from time to time","page_number":41,"box":{"x":59,"y":879,"width":856,"height":13}},{"id":"fb3893ea-b1bc-4ec8-9d09-d3d92bcb9412","block_type":"box","text":"29","page_number":41,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"950d1844-fc96-48aa-ba1b-5f8fd4749bbd","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":42,"box":{"x":59,"y":67,"width":863,"height":12}},{"id":"d4c36688-78b7-44a6-86cf-fe0be9bd67a1","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":42,"box":{"x":59,"y":82,"width":849,"height":12}},{"id":"c8972d01-b8f5-4c76-b5b2-c9d072d3c907","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":42,"box":{"x":60,"y":97,"width":816,"height":12}},{"id":"12628e26-42a8-4bd8-8200-e414c468331e","block_type":"box","text":"providers, officers, attorneys and other Trustees between meetings. Each standing Committee meets regularly to conduct the","page_number":42,"box":{"x":59,"y":112,"width":878,"height":12}},{"id":"635f66b5-74b2-487f-8678-0fed9b75e88c","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":42,"box":{"x":59,"y":127,"width":824,"height":12}},{"id":"67aed101-48a4-4243-9a68-155b60c89870","block_type":"box","text":"standing Committee conduct annual assessments of their oversight function and structure. The Board has determined that","page_number":42,"box":{"x":59,"y":142,"width":863,"height":13}},{"id":"d469516c-6e5b-46a3-a045-f2b77ff119e6","block_type":"box","text":"the Board’s leadership structure is appropriate because it allows the Board to exercise independent judgment over","page_number":42,"box":{"x":59,"y":157,"width":797,"height":13}},{"id":"99f137aa-873f-4c75-adb2-dfd672c1cbcb","block_type":"box","text":"management and it allocates areas of responsibility among committees of Independent Trustees and the full Board to","page_number":42,"box":{"x":60,"y":172,"width":823,"height":13}},{"id":"696100bb-eb68-4acd-8f5f-3566f1085205","block_type":"box","text":"enhance effective oversight.","page_number":42,"box":{"x":59,"y":188,"width":194,"height":12}},{"id":"3208bc91-c786-4b23-aebb-7cf5d5b3a477","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":42,"box":{"x":60,"y":214,"width":859,"height":12}},{"id":"bdc757dd-68b2-4c1e-b44b-ca0c4b6d979e","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":42,"box":{"x":59,"y":229,"width":838,"height":12}},{"id":"87d26a00-440e-4b32-a9c7-cdc6d81c384d","block_type":"box","text":"compliance, operational, reputational, counterparty and valuation risks, among others. While there are a number of risk","page_number":42,"box":{"x":59,"y":244,"width":836,"height":13}},{"id":"4410c2d4-89ad-4821-b1a2-0457de6c1aa4","block_type":"box","text":"management functions performed by BFA and other service providers, as applicable, it is not possible to identify and","page_number":42,"box":{"x":60,"y":259,"width":813,"height":13}},{"id":"74440b8c-c676-4e3e-ab5d-da5ee0969fc2","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":42,"box":{"x":59,"y":274,"width":854,"height":13}},{"id":"1fc4bd4b-38d9-4fef-b50d-b0b6001d5d4b","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":42,"box":{"x":60,"y":290,"width":831,"height":12}},{"id":"9a7cfdb0-a2ba-4ac4-af9e-c2b8d1174e39","block_type":"box","text":"general oversight of the Fund and is addressed as part of various Board and committee activities. In some cases, risk","page_number":42,"box":{"x":59,"y":305,"width":814,"height":12}},{"id":"cf2a19a9-3871-4eda-86fc-fe47e9ab5053","block_type":"box","text":"management issues are specifically addressed in presentations and discussions. For example, BFA has an independent","page_number":42,"box":{"x":60,"y":320,"width":827,"height":12}},{"id":"9cd5b96a-2cff-4689-a36a-66fb49eafcbc","block_type":"box","text":"dedicated Risk and Quantitative Analysis Group (“RQA”) that assists BFA in managing fiduciary and corporate risks, including","page_number":42,"box":{"x":59,"y":335,"width":875,"height":12}},{"id":"7e43b682-7c67-43d0-86a0-3b83ea5bc26b","block_type":"box","text":"investment, operational, counterparty credit and enterprise risk. Representatives of RQA meet with the Board to discuss their","page_number":42,"box":{"x":60,"y":350,"width":871,"height":12}},{"id":"395722b6-5034-464a-9f79-1f3c1751ad77","block_type":"box","text":"analysis and methodologies, as well as specific risk topics such as operational and counterparty risks relating to the Fund.","page_number":42,"box":{"x":59,"y":365,"width":851,"height":13}},{"id":"4d0d0561-90d6-4767-ad89-2614ff6ce0de","block_type":"box","text":"The Board, directly or through a committee, also reviews reports from, among others, management and the independent","page_number":42,"box":{"x":59,"y":380,"width":848,"height":13}},{"id":"bdbe59d0-570a-46fd-b2ff-d511172511a4","block_type":"box","text":"registered public accounting firm for the Trust, as appropriate, regarding risks faced by the Fund and management’s risk","page_number":42,"box":{"x":60,"y":395,"width":842,"height":13}},{"id":"1ec26234-027d-47a4-85f3-c8e33c26fa75","block_type":"box","text":"functions. The Board has appointed a Chief Compliance Officer who oversees the implementation and testing of the Trust’s","page_number":42,"box":{"x":59,"y":411,"width":863,"height":12}},{"id":"795afa24-85da-4537-8b50-e8e6c14b6ae6","block_type":"box","text":"compliance program, including assessments by independent third parties, and reports to the Board regarding compliance","page_number":42,"box":{"x":59,"y":426,"width":850,"height":12}},{"id":"c6f1a242-cf80-49b8-a4d7-92c659794a4b","block_type":"box","text":"matters for the Trust and its principal service providers. In testing and maintaining the compliance program, the Chief","page_number":42,"box":{"x":60,"y":441,"width":823,"height":12}},{"id":"b931c658-fe04-471b-905d-39a41922fccd","block_type":"box","text":"Compliance Officer (and his or her delegates) assesses key compliance risks affecting the Fund, and addresses them in","page_number":42,"box":{"x":59,"y":456,"width":831,"height":12}},{"id":"d6c33879-b1f9-4c3d-940f-9b57232bd85f","block_type":"box","text":"periodic reports to the Board. In addition, the Audit Committee meets with both the Fund’s independent registered public","page_number":42,"box":{"x":59,"y":471,"width":850,"height":12}},{"id":"de646597-820c-4748-bb7d-0dba5533c577","block_type":"box","text":"accounting firm and BFA’s internal audit group to review risk controls in place that support the Fund as well as test results.","page_number":42,"box":{"x":59,"y":486,"width":856,"height":12}},{"id":"60b6e839-344f-4334-9629-2331b2d3b5d8","block_type":"box","text":"Board oversight of risk is also performed as needed between meetings through communications between BFA and the Board.","page_number":42,"box":{"x":60,"y":501,"width":876,"height":13}},{"id":"45f72d75-7717-4817-8372-4d64610646f0","block_type":"box","text":"The Independent Trustees have engaged independent legal counsel to assist them in performing their oversight","page_number":42,"box":{"x":59,"y":516,"width":782,"height":13}},{"id":"4132d309-a904-403e-8346-f3e93b196b60","block_type":"box","text":"responsibilities. From time to time, the Board may modify the manner in which it conducts risk oversight. The Board’s","page_number":42,"box":{"x":60,"y":531,"width":821,"height":13}},{"id":"4434dc61-351f-492c-8161-b58b65e6bd5c","block_type":"box","text":"oversight role does not make it a guarantor of the Fund’s investment performance or other activities.","page_number":42,"box":{"x":59,"y":547,"width":704,"height":12}},{"id":"82f73c7b-635f-4ff7-88bf-55fe48572f17","block_type":"box","text":"Committees of the Board of Trustees.","page_number":42,"box":{"x":59,"y":573,"width":268,"height":10}},{"id":"bcf343b5-08fe-4c15-8cbc-c84bc4c2dc2a","block_type":"box","text":"The members of the Audit Committee are Laura F. Fergerson (Chair), Richard L.","page_number":42,"box":{"x":336,"y":573,"width":556,"height":12}},{"id":"d8d12688-df94-4bc7-9193-221a6ba2d59e","block_type":"box","text":"Fagnani (Co-Chair from January 1, 2025 to June 30, 2025), Cecilia H. Herbert and John E. Martinez, each of whom is an","page_number":42,"box":{"x":60,"y":588,"width":824,"height":13}},{"id":"3ebe7ecc-d5dc-476b-8059-140530d6bb22","block_type":"box","text":"Independent Trustee. The purposes of the Audit Committee are to assist the Board (i) in its oversight of the Trust’s","page_number":42,"box":{"x":60,"y":603,"width":800,"height":13}},{"id":"d46f738b-0de6-4691-916c-016e5483820a","block_type":"box","text":"accounting and financial reporting principles and policies and related controls and procedures maintained by or on behalf of","page_number":42,"box":{"x":59,"y":618,"width":872,"height":13}},{"id":"c3979e71-2e4a-49da-aec7-582555f69017","block_type":"box","text":"the Trust; (ii) in its oversight of the Trust’s financial statements and the independent audit thereof; (iii) in selecting, evaluating","page_number":42,"box":{"x":59,"y":634,"width":878,"height":12}},{"id":"5b5b3218-cf9d-4625-b825-325a467bc087","block_type":"box","text":"and, where deemed appropriate, replacing the independent accountants (or nominating the independent accountants to be","page_number":42,"box":{"x":59,"y":649,"width":869,"height":12}},{"id":"39f94198-b03b-4f2f-a215-857167c91206","block_type":"box","text":"proposed for shareholder approval in any proxy statement); (iv) in evaluating the independence of the independent","page_number":42,"box":{"x":59,"y":664,"width":806,"height":12}},{"id":"98036c62-d85f-4be1-9f9c-9441b4d3f64c","block_type":"box","text":"accountants; (v) in complying with legal and regulatory requirements that relate to the Trust’s accounting and financial","page_number":42,"box":{"x":59,"y":679,"width":835,"height":12}},{"id":"5994572b-87b4-48a3-b46d-5cadbd2618bf","block_type":"box","text":"reporting, internal controls, compliance controls and independent audits; and (vi) to assume such other responsibilities as","page_number":42,"box":{"x":60,"y":694,"width":853,"height":12}},{"id":"580f243b-97e5-4e56-ad5b-8cbe0c813ae3","block_type":"box","text":"may be delegated by the Board. The Audit Committee met five times during the fiscal year ended July 31, 2025.","page_number":42,"box":{"x":60,"y":709,"width":773,"height":12}},{"id":"7999c439-07b5-4f00-9f86-7cf06f8fc307","block_type":"box","text":"The members of the Nominating and Governance Committee are Madhav V. Rajan (Chair), Richard L. Fagnani, Laura F.","page_number":42,"box":{"x":59,"y":736,"width":830,"height":12}},{"id":"3f5abde2-c232-4bee-a248-742950c78b0a","block_type":"box","text":"Fergerson, and Cecilia H. Herbert, each of whom is an Independent Trustee. The Nominating and Governance Committee","page_number":42,"box":{"x":60,"y":751,"width":848,"height":12}},{"id":"77b82014-316e-4f8d-9ded-cc44c9016ff4","block_type":"box","text":"nominates individuals for Independent Trustee membership on the Board and recommends appointments to the Advisory","page_number":42,"box":{"x":60,"y":766,"width":854,"height":12}},{"id":"0a43a43a-b034-45b6-b9c7-b33aa2abcbe6","block_type":"box","text":"Board. The Nominating and Governance Committee functions include, but are not limited to, the following: (i) reviewing the","page_number":42,"box":{"x":60,"y":781,"width":866,"height":12}},{"id":"d44dc021-1d9d-4de6-81a6-2fcabc3d86d7","block_type":"box","text":"qualifications of any person properly identified or nominated to serve as an Independent Trustee; (ii) recommending to the","page_number":42,"box":{"x":59,"y":796,"width":859,"height":12}},{"id":"baf805c5-ec1e-4c7b-baf9-1c871f3415b1","block_type":"box","text":"Board and current Independent Trustees the nominee(s) for appointment as an Independent Trustee by the Board and","page_number":42,"box":{"x":60,"y":811,"width":826,"height":13}},{"id":"efa144d1-4f29-467f-aa43-c26c0e31e522","block_type":"box","text":"current Independent Trustees and/or for election as Independent Trustees by shareholders to fill any vacancy for a position","page_number":42,"box":{"x":59,"y":826,"width":862,"height":13}},{"id":"a9a819b7-1db4-4743-883a-992b10d1c41a","block_type":"box","text":"of Independent Trustee(s) on the Board; (iii) recommending to the Board and current Independent Trustees the size and","page_number":42,"box":{"x":59,"y":841,"width":840,"height":13}},{"id":"a39263c0-552c-410c-90b4-4e293f2fa515","block_type":"box","text":"composition of the Board and Board committees and whether they comply with applicable laws and regulations; (iv)","page_number":42,"box":{"x":59,"y":857,"width":815,"height":12}},{"id":"9130f895-aa34-4302-9a48-3b0054fd72f5","block_type":"box","text":"recommending a current Independent Trustee to the Board and current Independent Trustees to serve as Board Chair; (v)","page_number":42,"box":{"x":60,"y":872,"width":848,"height":12}},{"id":"6762f5bc-ff5f-4ff7-b5af-cac823dfb955","block_type":"box","text":"periodic review of the Board’s retirement policy; and (vi) recommending an appropriate level of compensation for the","page_number":42,"box":{"x":59,"y":887,"width":820,"height":12}},{"id":"63b3e2f5-9bd9-4f2d-9bd5-c83e79f8996d","block_type":"box","text":"30","page_number":42,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"9e95a56f-84f7-40bc-9f1f-f886b0b467f3","block_type":"box","text":"Independent Trustees for their services as Trustees, members or chairpersons of committees of the Board, Board Chair and","page_number":43,"box":{"x":60,"y":67,"width":859,"height":12}},{"id":"fd666b2d-c055-42d5-9e4b-51b27ac840f3","block_type":"box","text":"any other positions as the Nominating and Governance Committee considers appropriate. The Nominating and Governance","page_number":43,"box":{"x":59,"y":82,"width":867,"height":12}},{"id":"dc5d75ac-7127-4ef7-8268-1a49d5c48b78","block_type":"box","text":"Committee does not consider Board nominations recommended by shareholders (acting solely in their capacity as a","page_number":43,"box":{"x":59,"y":97,"width":812,"height":12}},{"id":"e70f7f94-c4ea-4a12-905e-ba45acad98ab","block_type":"box","text":"shareholder and not in any other capacity). The Nominating and Governance Committee met three times during the fiscal","page_number":43,"box":{"x":59,"y":112,"width":852,"height":12}},{"id":"6f93006e-fb92-4e70-84a9-57420ea1a176","block_type":"box","text":"year ended July 31, 2025.","page_number":43,"box":{"x":59,"y":127,"width":172,"height":12}},{"id":"c86ae19b-a588-4869-94ef-06bc5ce9f4fb","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":43,"box":{"x":60,"y":154,"width":831,"height":12}},{"id":"db63a1f6-c599-46ee-9949-d85360b72391","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":43,"box":{"x":59,"y":169,"width":865,"height":12}},{"id":"b1a98e9a-a651-41e9-89c5-fbcadd992e42","block_type":"box","text":"the annual review and renewal of the Trust’s advisory and sub-advisory agreements. These responsibilities include: (i)","page_number":43,"box":{"x":59,"y":184,"width":823,"height":12}},{"id":"5085a810-b4c6-440a-bf29-08708d2a0059","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":43,"box":{"x":60,"y":199,"width":877,"height":12}},{"id":"2e394cc2-6b14-40f6-a30d-6c5f97e2dc62","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":43,"box":{"x":59,"y":214,"width":861,"height":12}},{"id":"7f421109-b803-4d18-bcba-f26d418f0c2e","block_type":"box","text":"information will be provided; and (ii) considering and discussing with BlackRock, Inc. such other matters and information as","page_number":43,"box":{"x":60,"y":229,"width":867,"height":12}},{"id":"0722470c-1373-437c-8e52-7090d09c5ea5","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":43,"box":{"x":60,"y":244,"width":847,"height":13}},{"id":"1e875f06-07db-4ecc-8291-695bf2a3732f","block_type":"box","text":"Trust. The 15(c) Committee met two times during the fiscal year ended July 31, 2025.","page_number":43,"box":{"x":59,"y":259,"width":594,"height":13}},{"id":"467227a2-2c99-4a4d-b828-e6bf97b6b8b3","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":43,"box":{"x":59,"y":286,"width":836,"height":12}},{"id":"4979bf47-c02d-4e2f-9ccf-687d4787697a","block_type":"box","text":"Martinez, each of whom is an Independent Trustee. The principal responsibilities of the Securities Lending Committee are to","page_number":43,"box":{"x":59,"y":301,"width":869,"height":12}},{"id":"1350bd00-0c03-4771-9b1f-2e880e8a0d08","block_type":"box","text":"support, oversee and organize on behalf of the Board the process for oversight of the Trust’s securities lending activities.","page_number":43,"box":{"x":59,"y":316,"width":840,"height":12}},{"id":"619714c3-564e-419a-bd22-ff7f0003ff0f","block_type":"box","text":"These responsibilities include: (i) requesting that certain information be provided to the Committee for its review and","page_number":43,"box":{"x":59,"y":331,"width":818,"height":13}},{"id":"340251cb-08bd-4471-b94f-cb02f257e9bb","block_type":"box","text":"consideration prior to such information being provided to the Board; (ii) considering and discussing with BlackRock, Inc. such","page_number":43,"box":{"x":59,"y":346,"width":878,"height":13}},{"id":"f7f4e37e-3053-4d49-a838-a330b44e29ec","block_type":"box","text":"other matters and information as may be necessary and appropriate for the Board to oversee the Trust’s securities lending","page_number":43,"box":{"x":59,"y":361,"width":854,"height":13}},{"id":"ca6e0922-a59d-4800-956f-506bfd1c082d","block_type":"box","text":"activities and make required findings and approvals; and (iii) providing a recommendation to the Board regarding the annual","page_number":43,"box":{"x":59,"y":377,"width":869,"height":12}},{"id":"fdc5e6b7-1ef1-47c4-b0cb-269fed603325","block_type":"box","text":"approval of the Trust’s Securities Lending Guidelines and the required findings with respect to, and annual approval of, the","page_number":43,"box":{"x":59,"y":392,"width":855,"height":12}},{"id":"0b6caa19-be3a-44d0-9f4b-fe79a9490e42","block_type":"box","text":"Trust’s agreement with the securities lending agent. The Securities Lending Committee met six times during the fiscal year","page_number":43,"box":{"x":59,"y":407,"width":859,"height":12}},{"id":"4edc8e6d-8003-4259-9815-a52ada733196","block_type":"box","text":"ended July 31, 2025.","page_number":43,"box":{"x":59,"y":422,"width":139,"height":12}},{"id":"0152983a-4765-41c5-aff8-03279ac45a54","block_type":"box","text":"The members of the Equity Plus Committee are John E. Martinez (Chair), Jane D. Carlin, Richard L. Fagnani, and Cecilia H.","page_number":43,"box":{"x":59,"y":448,"width":843,"height":13}},{"id":"a03f39c7-9bf7-4f07-8552-532292a7b419","block_type":"box","text":"Herbert, each of whom is an Independent Trustee. The principal responsibilities of the Equity Plus Committee are to support,","page_number":43,"box":{"x":60,"y":463,"width":870,"height":13}},{"id":"37e1a009-7d80-427c-8903-0a2d384ce4c8","block_type":"box","text":"oversee and organize on behalf of the Board the process for oversight of Trust performance and related matters for equity","page_number":43,"box":{"x":59,"y":479,"width":851,"height":12}},{"id":"1a640c4d-4f95-48ff-94c7-83163c8c8422","block_type":"box","text":"funds. These responsibilities include: (i) reviewing quarterly reports regarding Trust performance, secondary market trading","page_number":43,"box":{"x":59,"y":494,"width":865,"height":12}},{"id":"4ae20a42-6c40-48fc-a4ff-9f11dc680846","block_type":"box","text":"and changes in net assets to identify any matters that should be brought to the attention of the Board; and (ii) considering","page_number":43,"box":{"x":59,"y":509,"width":856,"height":12}},{"id":"0c8fce9c-55a8-4da6-889c-f4d0d439fb18","block_type":"box","text":"any performance or investment related matters as may be delegated to the Committee by the Board from time to time and","page_number":43,"box":{"x":59,"y":524,"width":857,"height":12}},{"id":"3311493d-5a9c-4431-b592-0d9bb35633df","block_type":"box","text":"providing a report or recommendation to the Board as appropriate. The Equity Plus Committee met four times during the","page_number":43,"box":{"x":59,"y":539,"width":848,"height":12}},{"id":"eab7667d-2d10-4005-b4e9-e20cb4a728ea","block_type":"box","text":"fiscal year ended July 31, 2025.","page_number":43,"box":{"x":59,"y":554,"width":213,"height":13}},{"id":"9795b092-54e4-4a34-89fb-59e139ec7e6c","block_type":"box","text":"The members of the Fixed Income Plus Committee are Drew E. Lawton (Chair), Laura F. Fergerson, James C. Lam and Madhav","page_number":43,"box":{"x":59,"y":581,"width":879,"height":12}},{"id":"605d0cc4-82a3-4752-a1cc-74f07b475f58","block_type":"box","text":"V. Rajan, each of whom is an Independent Trustee. The principal responsibilities of the Fixed Income Plus Committee are to","page_number":43,"box":{"x":59,"y":596,"width":861,"height":12}},{"id":"b883c6df-addb-4ee1-bf8b-b16afa8a47a0","block_type":"box","text":"support, oversee and organize on behalf of the Board the process for oversight of Trust performance and related matters for","page_number":43,"box":{"x":59,"y":611,"width":867,"height":12}},{"id":"c5a7a026-f48f-441b-871d-b3f7fbd8a88f","block_type":"box","text":"fixed-income or multi-asset funds. These responsibilities include: (i) reviewing quarterly reports regarding Trust performance,","page_number":43,"box":{"x":59,"y":626,"width":879,"height":12}},{"id":"ea8da15b-2258-42b9-bc13-353d0d5d7118","block_type":"box","text":"secondary market trading and changes in net assets to identify any matters that should be brought to the attention of the","page_number":43,"box":{"x":59,"y":641,"width":852,"height":12}},{"id":"3d20e551-20b6-4b50-916b-55295aacd6f2","block_type":"box","text":"Board; and (ii) considering any performance or investment related matters as may be delegated to the Committee by the","page_number":43,"box":{"x":60,"y":656,"width":842,"height":13}},{"id":"5a650916-3423-4e35-ba9f-6673cc9cb4d1","block_type":"box","text":"Board from time to time and providing a report or recommendation to the Board as appropriate. The Fixed Income Plus","page_number":43,"box":{"x":60,"y":671,"width":833,"height":13}},{"id":"9554cf29-bb7a-4b65-b95b-1663c3d9c1ba","block_type":"box","text":"Committee met four times during the fiscal year ended July 31, 2025.","page_number":43,"box":{"x":59,"y":686,"width":480,"height":13}},{"id":"c30b2f54-de24-4fd7-9869-df8a8c6f2d3d","block_type":"box","text":"The members of the Risk Committee are James C. Lam (Chair), Jane D. Carlin (Co-Chair from January 1, 2025 to June 30,","page_number":43,"box":{"x":59,"y":713,"width":838,"height":12}},{"id":"158a552b-c491-480d-92f4-5f395202330b","block_type":"box","text":"2025), Cecilia H. Herbert, Drew E. Lawton and Madhav V. Rajan, each of whom is an Independent Trustee. The principal","page_number":43,"box":{"x":59,"y":728,"width":834,"height":12}},{"id":"d15f094d-c788-4042-bddf-c6514247acb9","block_type":"box","text":"responsibility of the Risk Committee is to consider and organize on behalf of the Board risk related matters of the Fund so the","page_number":43,"box":{"x":60,"y":743,"width":876,"height":12}},{"id":"ac282cb1-e44c-4330-82e6-49082fb49069","block_type":"box","text":"Board may most effectively structure itself to oversee them. The Risk Committee commenced on January 1, 2016. The Risk","page_number":43,"box":{"x":60,"y":758,"width":855,"height":13}},{"id":"479fd83e-95b0-4f82-9cbb-8cb5cfb532e3","block_type":"box","text":"Committee met five times during the fiscal year ended July 31, 2025.","page_number":43,"box":{"x":59,"y":773,"width":475,"height":13}},{"id":"7cdbff99-e115-4407-9cf3-a7ee3601faad","block_type":"box","text":"As the Chair of the Board, John E. Kerrigan may serve as an ex-officio member of each Committee.","page_number":43,"box":{"x":59,"y":800,"width":685,"height":12}},{"id":"45dc85a5-409b-4232-b344-09bd4e132465","block_type":"box","text":"The following table sets forth, as of December 31, 2024, the dollar range of equity securities beneficially owned by each","page_number":43,"box":{"x":59,"y":826,"width":832,"height":13}},{"id":"cf1ac3b9-8c2a-4199-a851-fd8d9a836fd9","block_type":"box","text":"Trustee in the Fund and in other registered investment companies overseen by the Trustee within the same family of","page_number":43,"box":{"x":59,"y":841,"width":816,"height":13}},{"id":"f61e332c-aadc-4121-ae14-c0da930ef5cf","block_type":"box","text":"investment companies as the Trust. If a fund is not listed below, the Trustee did not own any securities in that fund as of the","page_number":43,"box":{"x":60,"y":857,"width":866,"height":12}},{"id":"11eb1e89-3097-4b2c-a98e-9a0ebece8890","block_type":"box","text":"date indicated above:","page_number":43,"box":{"x":59,"y":872,"width":148,"height":9}},{"id":"6d5d2963-44cf-4b6a-a6fe-1d76f0c7369a","block_type":"box","text":"31","page_number":43,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"6dada8a2-5338-4a03-bd71-b1ce3540b8e2","block_type":"box","text":"Name Fund","page_number":44,"box":{"x":116,"y":128,"width":302,"height":8}},{"id":"31e608b6-ac19-4032-ae10-2efea582cdfe","block_type":"box","text":"Dollar Range of Equity","page_number":44,"box":{"x":618,"y":118,"width":128,"height":10}},{"id":"3c6bc75f-7f49-4c7c-aa1b-863db0f3889e","block_type":"box","text":"Securities in Named Fund","page_number":44,"box":{"x":608,"y":128,"width":147,"height":8}},{"id":"8ce9a603-72da-4ae1-a6de-91019b754caa","block_type":"box","text":"Aggregate Dollar Range","page_number":44,"box":{"x":791,"y":67,"width":139,"height":10}},{"id":"d4b3d571-ec95-4dac-959d-785a3693b626","block_type":"box","text":"of Equity Securities in all","page_number":44,"box":{"x":790,"y":77,"width":141,"height":10}},{"id":"840942c2-108f-4517-8032-b4fb8ecabf19","block_type":"box","text":"Registered Investment","page_number":44,"box":{"x":797,"y":87,"width":128,"height":10}},{"id":"0d94bdd7-d154-4fc3-a69f-01fb087b18cd","block_type":"box","text":"Companies Overseen by","page_number":44,"box":{"x":791,"y":97,"width":139,"height":10}},{"id":"0ba8832c-8fbb-450b-983e-d12f8263939c","block_type":"box","text":"Trustee","page_number":44,"box":{"x":839,"y":108,"width":43,"height":7}},{"id":"dde83911-2e5b-428c-82fe-c6b2d0d2b868","block_type":"box","text":"in Family of","page_number":44,"box":{"x":828,"y":118,"width":67,"height":10}},{"id":"41da01d2-ab8c-4289-87f3-82bb808e5eeb","block_type":"box","text":"Investment Companies","page_number":44,"box":{"x":795,"y":128,"width":132,"height":10}},{"id":"2015c14c-772d-4c2e-8a79-18762b732d8f","block_type":"box","text":"Robert S. Kapito None None None","page_number":44,"box":{"x":60,"y":150,"width":759,"height":12}},{"id":"2422ceef-7503-4757-9ecc-9c843ff2cc08","block_type":"box","text":"Stephen Cohen","page_number":44,"box":{"x":59,"y":190,"width":106,"height":12}},{"id":"b44ef018-43b5-44da-9232-7b79ec2cb91e","block_type":"box","text":"1","page_number":44,"box":{"x":168,"y":188,"width":3,"height":6}},{"id":"f0d6b449-6c4e-4d63-8d4f-8c73711d2fa1","block_type":"box","text":"None None None","page_number":44,"box":{"x":229,"y":191,"width":590,"height":9}},{"id":"96707280-8be6-473a-b32f-811a58e2f3af","block_type":"box","text":"John E. Kerrigan iShares Core MSCI Emerging Markets ETF $1-$10,000 Over $100,000","page_number":44,"box":{"x":58,"y":230,"width":827,"height":13}},{"id":"441dc08d-f3e7-4aba-b7a6-067f6f560582","block_type":"box","text":"iShares Core S&P 500 ETF Over $100,000","page_number":44,"box":{"x":229,"y":251,"width":476,"height":11}},{"id":"e4a389d8-174c-42bd-a17d-62f114d69b04","block_type":"box","text":"iShares ESG Advanced MSCI EAFE ETF $1-$10,000","page_number":44,"box":{"x":229,"y":271,"width":452,"height":11}},{"id":"a18c17f5-27cf-485e-9484-ca1d699602a8","block_type":"box","text":"iShares ESG Advanced MSCI USA ETF $10,001-$50,000","page_number":44,"box":{"x":229,"y":291,"width":493,"height":11}},{"id":"e503fc6f-c239-4f09-a4fc-55cfc5ab23ad","block_type":"box","text":"iShares ESG Aware MSCI EAFE ETF $10,001-$50,000","page_number":44,"box":{"x":229,"y":311,"width":493,"height":11}},{"id":"1d905d97-3342-4a24-8a51-4460c28cefc9","block_type":"box","text":"iShares ESG Aware MSCI EM ETF $1-$10,000","page_number":44,"box":{"x":229,"y":331,"width":452,"height":12}},{"id":"6ab50378-48c4-42ca-82ff-eb6146234c4f","block_type":"box","text":"iShares ESG Aware MSCI USA ETF $10,001-$50,000","page_number":44,"box":{"x":229,"y":351,"width":493,"height":12}},{"id":"713831ab-216c-4730-8152-a11b65d27755","block_type":"box","text":"iShares ESG Aware MSCI USA Small-Cap ETF $10,001-$50,000","page_number":44,"box":{"x":229,"y":371,"width":493,"height":13}},{"id":"2d3b54e7-d27a-4f87-93af-3f717b905e2f","block_type":"box","text":"iShares ESG MSCI KLD 400 ETF $10,001-$50,000","page_number":44,"box":{"x":229,"y":392,"width":493,"height":11}},{"id":"6247ce7b-5712-49d0-99a8-f6eb346fba08","block_type":"box","text":"iShares Exponential Technologies ETF Over $100,000","page_number":44,"box":{"x":229,"y":412,"width":476,"height":12}},{"id":"46393715-1496-46f6-bf98-ac554b5da193","block_type":"box","text":"iShares Genomics Immunology and Healthcare","page_number":44,"box":{"x":229,"y":432,"width":329,"height":12}},{"id":"610bebf9-2158-44c8-b63a-6af159261ad4","block_type":"box","text":"ETF","page_number":44,"box":{"x":246,"y":448,"width":24,"height":9}},{"id":"7957f004-31e0-4436-b24a-030db0cad2b3","block_type":"box","text":"$50,001-$100,000","page_number":44,"box":{"x":604,"y":432,"width":127,"height":11}},{"id":"89e2d221-7476-4a81-abc1-27ddf65cd859","block_type":"box","text":"iShares Global Clean Energy ETF Over $100,000","page_number":44,"box":{"x":229,"y":467,"width":476,"height":13}},{"id":"b86a87b4-3e6c-44de-9974-571dd222f7d1","block_type":"box","text":"iShares Global Infrastructure ETF Over $100,000","page_number":44,"box":{"x":229,"y":487,"width":476,"height":12}},{"id":"17e2f0a8-fe15-466d-bd40-7572cd6adb6c","block_type":"box","text":"iShares MSCI ACWI ex U.S. ETF Over $100,000","page_number":44,"box":{"x":229,"y":508,"width":476,"height":11}},{"id":"52011a4b-01b3-4cbf-96d2-297ba5881dad","block_type":"box","text":"iShares MSCI EAFE Growth ETF $10,001-$50,000","page_number":44,"box":{"x":229,"y":528,"width":493,"height":11}},{"id":"63fb0316-e98c-40db-8be2-03b88f0afff4","block_type":"box","text":"iShares MSCI EAFE Value ETF $10,001-$50,000","page_number":44,"box":{"x":229,"y":548,"width":493,"height":11}},{"id":"ed4c4912-1c8e-4e9d-961a-cceb41e52018","block_type":"box","text":"iShares MSCI Emerging Markets ex China ETF $10,001-$50,000","page_number":44,"box":{"x":229,"y":568,"width":493,"height":12}},{"id":"d269870a-56c1-4e2c-90d1-b659cb32e0df","block_type":"box","text":"iShares MSCI USA Equal Weighted ETF Over $100,000","page_number":44,"box":{"x":229,"y":588,"width":476,"height":13}},{"id":"6d5d3e2c-0c47-47f6-8538-657066e183e1","block_type":"box","text":"iShares ESG Optimized MSCI USA ETF $10,001-$50,000","page_number":44,"box":{"x":229,"y":608,"width":493,"height":13}},{"id":"35469798-d128-441d-a105-add57fd88ed5","block_type":"box","text":"iShares MSCI USA Quality Factor ETF $10,001-$50,000","page_number":44,"box":{"x":229,"y":628,"width":493,"height":13}},{"id":"9cf8562a-9283-45c8-975a-95b71d12edcf","block_type":"box","text":"iShares S&P 500 Growth ETF $50,001-$100,000","page_number":44,"box":{"x":229,"y":649,"width":502,"height":11}},{"id":"a067f1d6-a944-43d5-9e8a-8c90d0226fb7","block_type":"box","text":"iShares S&P 500 Value ETF $10,001-$50,000","page_number":44,"box":{"x":229,"y":669,"width":493,"height":11}},{"id":"a7e8d91d-7045-4a2a-8439-90a5548fdf9d","block_type":"box","text":"iShares U.S. Infrastructure ETF $1-$10,000","page_number":44,"box":{"x":229,"y":689,"width":452,"height":11}},{"id":"50095248-0e28-459c-aed7-dabd397e9efb","block_type":"box","text":"iShares U.S. Technology ETF $10,001-$50,000","page_number":44,"box":{"x":229,"y":709,"width":493,"height":12}},{"id":"d4945a12-79b9-47d0-a430-de8c3607f7fd","block_type":"box","text":"Jane D. Carlin iShares Core MSCI EAFE ETF $50,001-$100,000 Over $100,000","page_number":44,"box":{"x":58,"y":749,"width":827,"height":12}},{"id":"5cfc8c91-acb6-41c6-a23c-61da0e0bde09","block_type":"box","text":"iShares Core MSCI Emerging Markets ETF $10,001-$50,000","page_number":44,"box":{"x":229,"y":770,"width":493,"height":12}},{"id":"4646986f-70cb-47b5-9d9e-a85fd0bca3f8","block_type":"box","text":"iShares Core S&P 500 ETF Over $100,000","page_number":44,"box":{"x":229,"y":790,"width":476,"height":11}},{"id":"b0923535-0f84-45af-9bbf-93fbfc177e28","block_type":"box","text":"iShares Core S&P Mid-Cap ETF $10,001-$50,000","page_number":44,"box":{"x":229,"y":810,"width":493,"height":12}},{"id":"314c6a53-efda-436a-bf83-d1f11309adaa","block_type":"box","text":"iShares Core S&P Small-Cap ETF Over $100,000","page_number":44,"box":{"x":229,"y":830,"width":476,"height":12}},{"id":"18c6275c-efc8-4361-862a-98d3210ea14a","block_type":"box","text":"iShares Global Clean Energy ETF $1-$10,000","page_number":44,"box":{"x":229,"y":850,"width":452,"height":13}},{"id":"8a786d49-0317-46a9-9502-9e72ac6aaa65","block_type":"box","text":"iShares MSCI ACWI ex U.S. ETF $50,001-$100,000","page_number":44,"box":{"x":229,"y":870,"width":502,"height":12}},{"id":"ecdb68e0-8574-4ddd-9b21-039c3c06c578","block_type":"box","text":"32","page_number":44,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"2e4235fb-cd03-4139-b5db-faf2bb927582","block_type":"box","text":"Name Fund","page_number":45,"box":{"x":116,"y":128,"width":302,"height":8}},{"id":"5809fac0-451e-4bdc-8770-1256c73e4d19","block_type":"box","text":"Dollar Range of Equity","page_number":45,"box":{"x":618,"y":118,"width":128,"height":10}},{"id":"16a1ab29-26ba-4182-8c61-cd6ff34922c2","block_type":"box","text":"Securities in Named Fund","page_number":45,"box":{"x":608,"y":128,"width":147,"height":8}},{"id":"e8229b41-e48b-44cd-9260-315d13f91426","block_type":"box","text":"Aggregate Dollar Range","page_number":45,"box":{"x":791,"y":67,"width":139,"height":10}},{"id":"6cfa97cf-88d5-4dcf-a9ca-0c47281b04dc","block_type":"box","text":"of Equity Securities in all","page_number":45,"box":{"x":790,"y":77,"width":141,"height":10}},{"id":"d75a841a-6012-4c49-a412-8dd39561a1bf","block_type":"box","text":"Registered Investment","page_number":45,"box":{"x":797,"y":87,"width":128,"height":10}},{"id":"0a953eed-6976-43a7-8c00-4697a429a560","block_type":"box","text":"Companies Overseen by","page_number":45,"box":{"x":791,"y":97,"width":139,"height":10}},{"id":"6b37e351-7f74-428b-80f3-3d78e5104723","block_type":"box","text":"Trustee","page_number":45,"box":{"x":839,"y":108,"width":43,"height":7}},{"id":"d2a61b44-9216-4734-a35d-66e8f99f239a","block_type":"box","text":"in Family of","page_number":45,"box":{"x":828,"y":118,"width":67,"height":10}},{"id":"ef93eb2b-373c-4530-acab-26f40c107ef7","block_type":"box","text":"Investment Companies","page_number":45,"box":{"x":795,"y":128,"width":132,"height":10}},{"id":"83736aad-0dab-4a86-933b-ca5100886074","block_type":"box","text":"iShares MSCI Global Select Metals and Mining","page_number":45,"box":{"x":229,"y":150,"width":321,"height":12}},{"id":"cc988299-53eb-463e-b17a-e52e8b155dd5","block_type":"box","text":"Producers","page_number":45,"box":{"x":246,"y":165,"width":69,"height":10}},{"id":"cc2d4eae-ae97-4e56-a81d-301e9928e2d0","block_type":"box","text":"$10,001-$50,000","page_number":45,"box":{"x":604,"y":150,"width":118,"height":11}},{"id":"f8876716-091a-4246-8a8f-eaaee0e7b140","block_type":"box","text":"iShares Select Dividend ETF $50,001-$100,000","page_number":45,"box":{"x":229,"y":185,"width":502,"height":11}},{"id":"ece45474-c499-45fa-b8db-80531d80724a","block_type":"box","text":"iShares Short Treasury Bond ETF $10,001-$50,000","page_number":45,"box":{"x":229,"y":205,"width":493,"height":13}},{"id":"dbfb51ea-5945-42be-b165-2a45ca074e0d","block_type":"box","text":"Richard L. Fagnani iShares Core Dividend Growth ETF Over $100,000 Over $100,000","page_number":45,"box":{"x":60,"y":246,"width":825,"height":12}},{"id":"25b8da17-0cb7-4763-a27f-741a86e5a18a","block_type":"box","text":"iShares Core MSCI EAFE ETF $50,001-$100,000","page_number":45,"box":{"x":229,"y":266,"width":502,"height":11}},{"id":"67a83474-2ed9-41fc-a1d8-c3499228c3be","block_type":"box","text":"iShares Core MSCI Europe ETF $50,001-$100,000","page_number":45,"box":{"x":229,"y":286,"width":502,"height":12}},{"id":"941df7ad-9e4b-4690-b8c5-a1d98449dba0","block_type":"box","text":"iShares Core MSCI International Developed","page_number":45,"box":{"x":229,"y":306,"width":300,"height":12}},{"id":"f16d956a-c8f9-45af-b1f2-2e064a61e0cd","block_type":"box","text":"Markets ETF","page_number":45,"box":{"x":245,"y":321,"width":87,"height":10}},{"id":"ff857241-8f09-4706-a1cd-2df0faff9f88","block_type":"box","text":"Over $100,000","page_number":45,"box":{"x":604,"y":306,"width":101,"height":11}},{"id":"0c8e4880-5e34-4e36-b93c-d17dc215b863","block_type":"box","text":"iShares Core S&P 500 ETF Over $100,000","page_number":45,"box":{"x":229,"y":341,"width":476,"height":12}},{"id":"d4eba1bd-1afd-4666-b7a5-d738ef1c994b","block_type":"box","text":"iShares Core S&P Small-Cap ETF Over $100,000","page_number":45,"box":{"x":229,"y":361,"width":476,"height":13}},{"id":"07cd1bf9-e612-4331-8d15-c995396c59d1","block_type":"box","text":"iShares Core S&P Total U.S. Stock Market ETF Over $100,000","page_number":45,"box":{"x":229,"y":382,"width":476,"height":11}},{"id":"02e75cbb-5733-41cd-993b-00dcb420decf","block_type":"box","text":"iShares Core S&P U.S. Growth ETF Over $100,000","page_number":45,"box":{"x":229,"y":402,"width":476,"height":11}},{"id":"c66c1c71-b579-4e55-ae7b-6b3bc601a040","block_type":"box","text":"iShares International Dividend Growth ETF $50,001-$100,000","page_number":45,"box":{"x":229,"y":422,"width":502,"height":11}},{"id":"00066576-ff4e-4913-aee2-a34f04e84b94","block_type":"box","text":"iShares Morningstar Growth ETF Over $100,000","page_number":45,"box":{"x":229,"y":442,"width":476,"height":12}},{"id":"be804362-a0d4-4a43-94d2-f9f626a6f7b8","block_type":"box","text":"iShares Morningstar Mid-Cap ETF Over $100,000","page_number":45,"box":{"x":229,"y":462,"width":476,"height":13}},{"id":"016afb56-7fbc-4d6a-892c-a876c26c514a","block_type":"box","text":"iShares Morningstar Mid-Cap Value ETF $10,001-$50,000","page_number":45,"box":{"x":229,"y":482,"width":493,"height":13}},{"id":"5f9dbaeb-f401-44a6-9133-9e5d435ccd2a","block_type":"box","text":"iShares MSCI Intl Momentum Factor ETF Over $100,000","page_number":45,"box":{"x":229,"y":503,"width":476,"height":11}},{"id":"6b094258-dd36-4562-9abb-21b6a6c19d19","block_type":"box","text":"iShares MSCI Intl Value Factor ETF $50,001-$100,000","page_number":45,"box":{"x":229,"y":523,"width":502,"height":11}},{"id":"d5e971fb-8e24-4074-b82d-f24fa0a0fe56","block_type":"box","text":"iShares U.S. Real Estate ETF $10,001-$50,000","page_number":45,"box":{"x":229,"y":543,"width":493,"height":11}},{"id":"9b5687e5-8ec9-43bc-ac9e-5e0f61c643f3","block_type":"box","text":"Laura F. Fergerson","page_number":45,"box":{"x":60,"y":584,"width":125,"height":11}},{"id":"bfcce436-3adc-4eef-95cf-a62acbc173f0","block_type":"box","text":"2","page_number":45,"box":{"x":187,"y":581,"width":6,"height":6}},{"id":"ce062b28-de54-465b-a5c1-25333406ec67","block_type":"box","text":"iShares Core S&P Small-Cap ETF $50,001-$100,000 Over $100,000","page_number":45,"box":{"x":229,"y":583,"width":656,"height":12}},{"id":"bc9b2576-8569-4be2-81ed-0e6d1ea3e65e","block_type":"box","text":"iShares Preferred and Income Securities ETF Over $100,000","page_number":45,"box":{"x":229,"y":603,"width":476,"height":12}},{"id":"b24e3484-90c3-442f-b7bb-b8d918117e62","block_type":"box","text":"iShares Russell 1000 Growth ETF $50,001-$100,000","page_number":45,"box":{"x":229,"y":623,"width":502,"height":12}},{"id":"779afedc-ef34-40a5-bf3e-c1a3f4bf04e2","block_type":"box","text":"iShares Russell 2000 Growth ETF $50,001-$100,000","page_number":45,"box":{"x":229,"y":644,"width":502,"height":11}},{"id":"1646f768-ac5e-4a37-ae99-484a87b4c8e8","block_type":"box","text":"Cecilia H. Herbert iShares 1-5 Year Investment Grade Corporate","page_number":45,"box":{"x":59,"y":684,"width":483,"height":12}},{"id":"5250f3d6-3af6-4f31-8fba-533d0747aaf3","block_type":"box","text":"Bond ETF","page_number":45,"box":{"x":246,"y":699,"width":65,"height":10}},{"id":"4893266d-9a94-48c5-a0b2-e3ddebfc97a0","block_type":"box","text":"$10,001-$50,000 Over $100,000","page_number":45,"box":{"x":604,"y":684,"width":281,"height":11}},{"id":"e5b5ae92-05fb-451d-951e-1873310fbd6a","block_type":"box","text":"iShares Core Dividend Growth ETF Over $100,000","page_number":45,"box":{"x":229,"y":719,"width":476,"height":12}},{"id":"5fe690d1-99a4-4d20-a320-7a97c248df38","block_type":"box","text":"iShares Core MSCI Total International Stock ETF $10,001-$50,000","page_number":45,"box":{"x":229,"y":739,"width":493,"height":12}},{"id":"68ba97e9-97ca-4feb-b6e3-f4492986a870","block_type":"box","text":"iShares Core S&P 500 ETF Over $100,000","page_number":45,"box":{"x":229,"y":760,"width":476,"height":11}},{"id":"80ad4aad-cf64-4866-9245-db72a84f543a","block_type":"box","text":"iShares Core S&P U.S. Growth ETF Over $100,000","page_number":45,"box":{"x":229,"y":780,"width":476,"height":11}},{"id":"d7d6ff64-aad0-4ff9-bcc4-4711a16c846b","block_type":"box","text":"iShares Core S&P U.S. Value ETF Over $100,000","page_number":45,"box":{"x":229,"y":800,"width":476,"height":11}},{"id":"be7661cc-ef47-42bd-9fe4-f4617cf4b3f8","block_type":"box","text":"iShares MSCI USA Value Factor ETF Over $100,000","page_number":45,"box":{"x":229,"y":820,"width":476,"height":11}},{"id":"1d95d77f-4212-42ff-b78e-4a6162cb017c","block_type":"box","text":"James Lam","page_number":45,"box":{"x":58,"y":861,"width":76,"height":10}},{"id":"745c9fa7-9c06-49cf-9dac-5df24ef6281c","block_type":"box","text":"2","page_number":45,"box":{"x":136,"y":859,"width":6,"height":6}},{"id":"ab1be845-f19d-4fc7-8c17-67cbbc17cd92","block_type":"box","text":"iShares 7-10 Year Treasury Bond ETF Over $100,000 Over $100,000","page_number":45,"box":{"x":229,"y":860,"width":656,"height":13}},{"id":"0c3ec874-b992-4a16-b5ac-b5c8d62a95be","block_type":"box","text":"33","page_number":45,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"330161e8-7f4a-4d63-9077-3f1efca0d7fa","block_type":"box","text":"Name Fund","page_number":46,"box":{"x":116,"y":128,"width":302,"height":8}},{"id":"6007863b-658c-4233-a34d-e2d6907faffd","block_type":"box","text":"Dollar Range of Equity","page_number":46,"box":{"x":618,"y":118,"width":128,"height":10}},{"id":"91eab43d-03fc-4b55-960d-5324354ff765","block_type":"box","text":"Securities in Named Fund","page_number":46,"box":{"x":608,"y":128,"width":147,"height":8}},{"id":"8538fc81-bc2b-4708-83f5-23134b19f51d","block_type":"box","text":"Aggregate Dollar Range","page_number":46,"box":{"x":791,"y":67,"width":139,"height":10}},{"id":"1cf11c61-2598-4c13-9c06-0659c54fd604","block_type":"box","text":"of Equity Securities in all","page_number":46,"box":{"x":790,"y":77,"width":141,"height":10}},{"id":"f8d882c4-91a4-4fda-a245-8b8d4d7c453d","block_type":"box","text":"Registered Investment","page_number":46,"box":{"x":797,"y":87,"width":128,"height":10}},{"id":"e93f5b62-5fb6-4e00-8ab3-bd2a5a82b1c7","block_type":"box","text":"Companies Overseen by","page_number":46,"box":{"x":791,"y":97,"width":139,"height":10}},{"id":"4739bc21-11c3-40ad-8919-5a13700cc8b7","block_type":"box","text":"Trustee","page_number":46,"box":{"x":839,"y":108,"width":43,"height":7}},{"id":"8620f9de-ac00-4e8d-98f7-d01b12c232d5","block_type":"box","text":"in Family of","page_number":46,"box":{"x":828,"y":118,"width":67,"height":10}},{"id":"439b029c-e1e8-4136-88d6-663ee8259acc","block_type":"box","text":"Investment Companies","page_number":46,"box":{"x":795,"y":128,"width":132,"height":10}},{"id":"60eb30cb-7af1-48bf-971a-6f6a6e827fb8","block_type":"box","text":"iShares 10-20 Year Treasury Bond ETF $50,001-$100,000","page_number":46,"box":{"x":229,"y":150,"width":502,"height":12}},{"id":"5908550e-33a9-4141-a4da-bf72a13aece1","block_type":"box","text":"iShares Core S&P 500 ETF Over $100,000","page_number":46,"box":{"x":229,"y":170,"width":476,"height":11}},{"id":"97ed1ca6-2d77-4d08-a4fc-df9765ca5244","block_type":"box","text":"iShares Core S&P Mid-Cap ETF Over $100,000","page_number":46,"box":{"x":229,"y":190,"width":476,"height":12}},{"id":"0edd66db-f229-48f4-98e4-efb39850691f","block_type":"box","text":"iShares Dow Jones U.S. ETF Over $100,000","page_number":46,"box":{"x":229,"y":210,"width":476,"height":12}},{"id":"1b10996a-a703-4e9c-af4d-db502b22d3b0","block_type":"box","text":"iShares Global Infrastructure ETF $50,001-$100,000","page_number":46,"box":{"x":229,"y":230,"width":502,"height":12}},{"id":"7bf67167-46ad-4ecf-b7d2-df71736b94e7","block_type":"box","text":"iShares Russell 2000 Growth ETF Over $100,000","page_number":46,"box":{"x":229,"y":251,"width":476,"height":11}},{"id":"b3b9bf8b-72a3-4e26-ac13-b9a9b8592a30","block_type":"box","text":"iShares Russell 2000 Value ETF Over $100,000","page_number":46,"box":{"x":229,"y":271,"width":476,"height":11}},{"id":"c18aa83b-c5c9-4a0a-94ca-d1933aaadf84","block_type":"box","text":"iShares S&P 500 Growth ETF Over $100,000","page_number":46,"box":{"x":229,"y":291,"width":476,"height":11}},{"id":"a67f18fe-cf45-4209-9765-14e3e4eda755","block_type":"box","text":"iShares S&P 500 Value ETF Over $100,000","page_number":46,"box":{"x":229,"y":311,"width":476,"height":11}},{"id":"be594bdb-2159-4edc-bb6f-597e6e101c95","block_type":"box","text":"iShares Semiconductor ETF $50,001-$100,000","page_number":46,"box":{"x":229,"y":331,"width":502,"height":12}},{"id":"3fe5e7c6-f2d2-422e-bee3-fcd6bcdbddb4","block_type":"box","text":"iShares TIPS Bond ETF Over $100,000","page_number":46,"box":{"x":229,"y":351,"width":476,"height":12}},{"id":"663ef4f1-1416-4771-b2fe-33adcfde153f","block_type":"box","text":"Drew E. Lawton iShares 1-3 Year Treasury Bond ETF Over $100,000 Over $100,000","page_number":46,"box":{"x":60,"y":392,"width":825,"height":12}},{"id":"1fe374f7-2dc6-4686-99fb-51c78b63ae65","block_type":"box","text":"iShares 20+ Year Treasury Bond BuyWrite Strategy","page_number":46,"box":{"x":229,"y":412,"width":349,"height":12}},{"id":"bc12f104-fdc3-4ca0-b377-526c36d4f3e0","block_type":"box","text":"ETF","page_number":46,"box":{"x":246,"y":428,"width":24,"height":9}},{"id":"fd1f1a69-1e6f-4a41-b0ad-a3d9c1133483","block_type":"box","text":"$50,001-$100,000","page_number":46,"box":{"x":604,"y":412,"width":127,"height":11}},{"id":"c6ee0e4e-9623-4441-acd9-e67cc169ca1c","block_type":"box","text":"iShares Biotechnology ETF $50,001-$100,000","page_number":46,"box":{"x":229,"y":447,"width":502,"height":12}},{"id":"4b817ee7-a81b-4ef4-8085-7684befbaf43","block_type":"box","text":"iShares Core Dividend Growth ETF Over $100,000","page_number":46,"box":{"x":229,"y":467,"width":476,"height":12}},{"id":"4ff13e91-243a-4953-8fa4-96a0df5543c2","block_type":"box","text":"iShares Core MSCI Total International Stock ETF $10,001-$50,000","page_number":46,"box":{"x":229,"y":487,"width":493,"height":12}},{"id":"bee7006a-081c-49cd-bc9f-d9194ddab929","block_type":"box","text":"iShares Core S&P Total U.S. Stock Market ETF Over $100,000","page_number":46,"box":{"x":229,"y":508,"width":476,"height":11}},{"id":"8236d2d9-1087-4427-9680-f1519368fddf","block_type":"box","text":"iShares Core US Aggregate Bond ETF $50,001-$100,000","page_number":46,"box":{"x":229,"y":528,"width":502,"height":12}},{"id":"4b5e15c5-dd61-4cce-8453-e18ea39b414c","block_type":"box","text":"iShares Expanded Tech Sector ETF $50,001-$100,000","page_number":46,"box":{"x":229,"y":548,"width":502,"height":12}},{"id":"65d874fd-50dc-442f-b0ee-6773218e261d","block_type":"box","text":"iShares Exponential Technologies ETF Over $100,000","page_number":46,"box":{"x":229,"y":568,"width":476,"height":12}},{"id":"b0ddc7ae-9ded-4455-9546-14ad9a77e69e","block_type":"box","text":"iShares Global Financials ETF $10,001-$50,000","page_number":46,"box":{"x":229,"y":588,"width":493,"height":12}},{"id":"0925b6f1-c509-4d3d-9b97-c26294b6fc71","block_type":"box","text":"iShares MSCI Japan ETF $50,001-$100,000","page_number":46,"box":{"x":229,"y":608,"width":502,"height":13}},{"id":"55f863a7-56db-4426-8b65-b8c27c056d59","block_type":"box","text":"iShares U.S. Financial Services ETF $10,001-$50,000","page_number":46,"box":{"x":229,"y":628,"width":493,"height":12}},{"id":"3d2a55b1-4fe0-4805-b6ac-9346b176c725","block_type":"box","text":"iShares U.S. Financials ETF $10,001-$50,000","page_number":46,"box":{"x":229,"y":649,"width":493,"height":11}},{"id":"1da2d82f-de8a-41cc-9851-6b428b83414d","block_type":"box","text":"iShares U.S. Healthcare ETF Over $100,000","page_number":46,"box":{"x":229,"y":669,"width":476,"height":11}},{"id":"28927da4-5c9d-4c0b-bb72-d4a7b2a030fc","block_type":"box","text":"John E. Martinez iShares Core MSCI International Developed","page_number":46,"box":{"x":58,"y":709,"width":471,"height":12}},{"id":"42ad449c-69b4-4049-8ae3-afa0c81914ef","block_type":"box","text":"Markets ETF","page_number":46,"box":{"x":245,"y":724,"width":87,"height":10}},{"id":"4d49448f-a7c2-4a28-830c-873aafa24a94","block_type":"box","text":"$10,001-$50,000 Over $100,000","page_number":46,"box":{"x":604,"y":709,"width":281,"height":11}},{"id":"4d0ae988-60b2-4296-848d-e222eb4356a8","block_type":"box","text":"iShares Core S&P 500 ETF Over $100,000","page_number":46,"box":{"x":229,"y":744,"width":476,"height":12}},{"id":"3da874a1-f5de-4ab7-9fe6-56373360eaca","block_type":"box","text":"iShares Core S&P Small-Cap ETF Over $100,000","page_number":46,"box":{"x":229,"y":765,"width":476,"height":12}},{"id":"213190ce-b1ff-47a3-9d3d-588b1147d43b","block_type":"box","text":"iShares Global Consumer Staples ETF $50,001-$100,000","page_number":46,"box":{"x":229,"y":785,"width":502,"height":12}},{"id":"22d39b63-d598-40f0-adf1-c1edb90bc431","block_type":"box","text":"iShares Large Cap Max Buffer Sep ETF Over $100,000","page_number":46,"box":{"x":229,"y":805,"width":476,"height":12}},{"id":"72c53a6d-1bd4-40bf-8871-b41458ff3bcd","block_type":"box","text":"iShares Russell 1000 ETF Over $100,000","page_number":46,"box":{"x":229,"y":825,"width":476,"height":11}},{"id":"9b57b293-63fd-48d2-96f4-7de1b97b373b","block_type":"box","text":"iShares Russell 2000 ETF Over $100,000","page_number":46,"box":{"x":229,"y":845,"width":476,"height":12}},{"id":"5cb33c0a-fd51-427e-bffe-061abc1053a9","block_type":"box","text":"34","page_number":46,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"61e67563-7ba0-4a37-9bfe-780622f27ec4","block_type":"box","text":"Name Fund","page_number":47,"box":{"x":116,"y":128,"width":302,"height":8}},{"id":"e34868a5-6d2e-4243-8fa2-a0803a6f9b8a","block_type":"box","text":"Dollar Range of Equity","page_number":47,"box":{"x":618,"y":118,"width":128,"height":10}},{"id":"bae99e9a-b763-41ea-984f-d0631feed8a1","block_type":"box","text":"Securities in Named Fund","page_number":47,"box":{"x":608,"y":128,"width":147,"height":8}},{"id":"ea81f38c-c991-49e0-a8e6-6f016a64d900","block_type":"box","text":"Aggregate Dollar Range","page_number":47,"box":{"x":791,"y":67,"width":139,"height":10}},{"id":"f8c6e621-370e-422c-917b-5a7b3faf35dc","block_type":"box","text":"of Equity Securities in all","page_number":47,"box":{"x":790,"y":77,"width":141,"height":10}},{"id":"21d715bd-38c1-4d49-9141-df2286a4e7e4","block_type":"box","text":"Registered Investment","page_number":47,"box":{"x":797,"y":87,"width":128,"height":10}},{"id":"8169fbaf-1ef7-446c-abec-961de26a63c9","block_type":"box","text":"Companies Overseen by","page_number":47,"box":{"x":791,"y":97,"width":139,"height":10}},{"id":"2e719247-1c45-49d9-816d-ff9b2d09cb8e","block_type":"box","text":"Trustee","page_number":47,"box":{"x":839,"y":108,"width":43,"height":7}},{"id":"de464ddd-fb08-4a11-a818-b7ebd0cb12e8","block_type":"box","text":"in Family of","page_number":47,"box":{"x":828,"y":118,"width":67,"height":10}},{"id":"32228c39-ff28-4628-899a-55de31c4522c","block_type":"box","text":"Investment Companies","page_number":47,"box":{"x":795,"y":128,"width":132,"height":10}},{"id":"ada83dbc-f05a-4af5-af1b-ab726c90f916","block_type":"box","text":"Madhav V. Rajan iShares Core MSCI International Developed","page_number":47,"box":{"x":59,"y":150,"width":470,"height":12}},{"id":"3e17d0e0-7f3f-40b2-a18d-62c3b27c6038","block_type":"box","text":"Markets ETF","page_number":47,"box":{"x":245,"y":165,"width":87,"height":10}},{"id":"48d58ce9-8e55-426d-adf9-0f6d04d51b0c","block_type":"box","text":"Over $100,000 Over $100,000","page_number":47,"box":{"x":604,"y":150,"width":281,"height":11}},{"id":"2d858799-6623-4b29-9747-44bc43d24842","block_type":"box","text":"iShares Core S&P 500 ETF Over $100,000","page_number":47,"box":{"x":229,"y":185,"width":476,"height":11}},{"id":"293651ee-83cd-44c6-95c1-ab3a5098e0a1","block_type":"box","text":"1","page_number":47,"box":{"x":89,"y":224,"width":2,"height":4}},{"id":"105a1f52-c26b-453a-b7ee-89d1b89d6607","block_type":"box","text":"Appointed to serve as an Interested Trustee effective March 5, 2024.","page_number":47,"box":{"x":103,"y":225,"width":380,"height":10}},{"id":"b21aa1a1-d759-474b-a721-826ba96df37b","block_type":"box","text":"2","page_number":47,"box":{"x":88,"y":239,"width":5,"height":4}},{"id":"068f75cb-f47d-43a1-99f4-fbc052a89859","block_type":"box","text":"Appointed to serve as an Independent Trustee effective April 8, 2024.","page_number":47,"box":{"x":103,"y":240,"width":386,"height":10}},{"id":"7bf31065-96c0-4f73-958f-a3c582dcd803","block_type":"box","text":"As of December 31, 2024, none of the Independent Trustees or their immediate family members owned beneficially or of","page_number":47,"box":{"x":59,"y":263,"width":846,"height":12}},{"id":"e550ff55-2587-49e7-a3a0-5dadeb7521b5","block_type":"box","text":"record any securities of BFA (the Fund’s investment adviser), the Distributor or any person controlling, controlled by or under","page_number":47,"box":{"x":60,"y":278,"width":873,"height":13}},{"id":"55f69664-d3dc-42b4-87ef-326ed1973aad","block_type":"box","text":"common control with BFA or the Distributor.","page_number":47,"box":{"x":59,"y":293,"width":311,"height":10}},{"id":"239e7cbd-9170-40f1-880c-a02a53ebcb36","block_type":"box","text":"Remuneration of Trustees and Advisory Board Members.","page_number":47,"box":{"x":60,"y":320,"width":409,"height":12}},{"id":"11efe318-f88f-44ba-93bb-d8e843c6883c","block_type":"box","text":"Effective January 1, 2025, each current Independent Trustee is","page_number":47,"box":{"x":478,"y":320,"width":431,"height":12}},{"id":"1048bfc5-3354-4ec9-ab2b-fb144212a6c8","block_type":"box","text":"paid an annual retainer of $475,000 for his or her services as a Board member to the BlackRock-advised Funds in the iShares","page_number":47,"box":{"x":59,"y":335,"width":870,"height":12}},{"id":"2e4ce3f2-3f08-4a1d-abaa-879fc8337773","block_type":"box","text":"Complex, together with out-of-pocket expenses in accordance with the Board’s policy on travel and other business expenses","page_number":47,"box":{"x":59,"y":350,"width":874,"height":12}},{"id":"cf252a17-69a3-47ff-8159-1743a2604bd3","block_type":"box","text":"relating to attendance at meetings. The annual retainer for services as an Advisory Board Member is the same as the annual","page_number":47,"box":{"x":60,"y":365,"width":866,"height":13}},{"id":"939a08ba-3345-4735-8ba0-47a0024e9d2c","block_type":"box","text":"retainer for services as a Board member. The Independent Chair of the Board is paid an additional annual retainer of","page_number":47,"box":{"x":60,"y":380,"width":809,"height":13}},{"id":"16c62804-86d7-4abd-8407-051e965bd32a","block_type":"box","text":"$125,000. The Chair of each of the Audit Committee, Risk Committee, Equity Plus Committee, Fixed Income Plus Committee,","page_number":47,"box":{"x":59,"y":395,"width":874,"height":13}},{"id":"b6450bf1-fbea-49a1-ae37-d10eda9d2844","block_type":"box","text":"Securities Lending Committee, Nominating and Governance Committee and 15(c) Committee is paid an additional annual","page_number":47,"box":{"x":59,"y":411,"width":854,"height":12}},{"id":"6fd74875-cbf4-4f93-9e5e-95705d54e248","block_type":"box","text":"retainer of $50,000. The Co-Chair of each of the Audit Committee and Risk Committee was paid an additional retainer of","page_number":47,"box":{"x":60,"y":426,"width":846,"height":12}},{"id":"76b3166d-ec2b-4a76-ae5b-7637f8b5e360","block_type":"box","text":"$25,000. Prior to January 1, 2025, each Independent Trustee that served as a director of subsidiaries of the iShares Complex","page_number":47,"box":{"x":59,"y":441,"width":865,"height":12}},{"id":"b7a259d2-8de5-454d-91ba-5dfd3809853f","block_type":"box","text":"was paid an additional annual retainer of $10,000.","page_number":47,"box":{"x":59,"y":456,"width":349,"height":12}},{"id":"8a738124-abfe-41ed-8ff7-c3fbc3f34f4b","block_type":"box","text":"The table below sets forth the compensation paid to each Independent Trustee for services to the Fund and the aggregate","page_number":47,"box":{"x":59,"y":482,"width":855,"height":13}},{"id":"7e0a2ce7-6f14-4406-96de-d16427069f40","block_type":"box","text":"compensation paid to them for services to the iShares Complex. Because BFA has agreed in the Investment Advisory","page_number":47,"box":{"x":59,"y":497,"width":815,"height":13}},{"id":"454e2105-c03c-4002-91d1-96ad8ad2635f","block_type":"box","text":"Agreements to cover all operating expenses of the Fund, subject to certain exclusions as provided for therein, BFA pays the","page_number":47,"box":{"x":59,"y":513,"width":859,"height":12}},{"id":"068ed8d9-9650-4adb-a675-f62d74dd0f06","block_type":"box","text":"compensation from its management fees. Compensation from the iShares Complex is not paid to Interested Trustees.","page_number":47,"box":{"x":59,"y":528,"width":824,"height":12}},{"id":"65cfdd55-96d3-44ef-ad09-8cc82f2e2409","block_type":"box","text":"Trustee","page_number":47,"box":{"x":174,"y":598,"width":43,"height":7}},{"id":"db8be9b9-a975-4512-b75e-cc731acfa7eb","block_type":"box","text":"Aggregate","page_number":47,"box":{"x":397,"y":568,"width":59,"height":9}},{"id":"466b5cab-c107-45bf-b203-741c704a2eae","block_type":"box","text":"Compensation","page_number":47,"box":{"x":385,"y":578,"width":83,"height":9}},{"id":"ae0ae656-1635-4ada-b32b-17f874fecb97","block_type":"box","text":"for the Fund","page_number":47,"box":{"x":391,"y":588,"width":71,"height":7}},{"id":"40f6b16d-483b-49f7-8744-7d6494e795c9","block_type":"box","text":"in this SAI","page_number":47,"box":{"x":395,"y":598,"width":57,"height":7}},{"id":"bf20339f-e502-40ae-9673-ed9ae43aa641","block_type":"box","text":"1","page_number":47,"box":{"x":454,"y":597,"width":3,"height":4}},{"id":"cbbccc97-f433-49a2-8905-7563e86953ca","block_type":"box","text":"Pension or","page_number":47,"box":{"x":543,"y":558,"width":60,"height":7}},{"id":"0eb6684b-126a-42fe-9d54-8a455bc0af9d","block_type":"box","text":"Retirement","page_number":47,"box":{"x":542,"y":568,"width":62,"height":7}},{"id":"ccb24c19-dd14-4696-9994-5f26736dd341","block_type":"box","text":"Benefits Accrued","page_number":47,"box":{"x":524,"y":577,"width":98,"height":8}},{"id":"19604115-69f1-48f6-9e0b-680afa6ee8bd","block_type":"box","text":"as Part of Fund","page_number":47,"box":{"x":530,"y":588,"width":86,"height":7}},{"id":"020386d3-9380-47b4-a3de-950642512bee","block_type":"box","text":"Expenses","page_number":47,"box":{"x":547,"y":598,"width":52,"height":10}},{"id":"13d3dfc6-8688-443d-9875-2bc37b2a0151","block_type":"box","text":"Estimated Benefits","page_number":47,"box":{"x":677,"y":588,"width":106,"height":7}},{"id":"76fd7cd3-5acf-4c58-abd3-86eb97015bde","block_type":"box","text":"Upon Retirement","page_number":47,"box":{"x":682,"y":598,"width":97,"height":10}},{"id":"9b10d0a6-b6ad-4556-a64b-0571761cff3f","block_type":"box","text":"Aggregate","page_number":47,"box":{"x":857,"y":568,"width":60,"height":9}},{"id":"6f7a2964-f357-4a03-a7e2-c44ccf57e18d","block_type":"box","text":"Compensation","page_number":47,"box":{"x":846,"y":578,"width":83,"height":9}},{"id":"2ad7fea7-eebd-42aa-beed-139d08aa5960","block_type":"box","text":"for the","page_number":47,"box":{"x":868,"y":588,"width":38,"height":7}},{"id":"60c77849-b05f-4d2b-b4e6-3f3303089a90","block_type":"box","text":"iShares Complex","page_number":47,"box":{"x":837,"y":598,"width":96,"height":10}},{"id":"45631c14-091e-4032-ae78-b9a50366fe31","block_type":"box","text":"2","page_number":47,"box":{"x":934,"y":597,"width":4,"height":4}},{"id":"e920ac0f-6f87-43ac-b1db-65e5bb95b51e","block_type":"box","text":"Interested Trustees:","page_number":47,"box":{"x":59,"y":620,"width":137,"height":9}},{"id":"e71fd33e-73f8-40f1-b208-463a103ec4ec","block_type":"box","text":"Robert S. Kapito None Not Applicable Not Applicable None","page_number":47,"box":{"x":60,"y":650,"width":861,"height":12}},{"id":"746f2733-6da6-40a1-86d9-12103ce5ae15","block_type":"box","text":"Stephen Cohen","page_number":47,"box":{"x":59,"y":665,"width":106,"height":12}},{"id":"a0c7bf3e-f914-4c7c-ab69-2250efdf6ce1","block_type":"box","text":"3","page_number":47,"box":{"x":167,"y":663,"width":5,"height":6}},{"id":"d838ca5c-1f9f-4ba2-99d5-93015b8eda99","block_type":"box","text":"None Not Applicable Not Applicable None","page_number":47,"box":{"x":414,"y":665,"width":507,"height":12}},{"id":"0f1c7630-ec5a-41cd-9610-8a61d5bc93c0","block_type":"box","text":"Independent Trustees:","page_number":47,"box":{"x":59,"y":695,"width":155,"height":13}},{"id":"6cdd77ba-36e2-4338-a437-c7c8fcd3a6e7","block_type":"box","text":"Jane D. Carlin $ 0 Not Applicable Not Applicable $505,000","page_number":47,"box":{"x":58,"y":726,"width":862,"height":12}},{"id":"f6d1488b-1a1e-4ddf-8ec2-a43ced83a0cf","block_type":"box","text":"Richard L. Fagnani 0 Not Applicable Not Applicable 515,000","page_number":47,"box":{"x":60,"y":741,"width":860,"height":12}},{"id":"82636a25-3b3e-4a81-b7d2-6ed1a8ef7ea2","block_type":"box","text":"Laura F. Fergerson","page_number":47,"box":{"x":60,"y":756,"width":125,"height":12}},{"id":"f6159ff8-9562-4bc8-abbd-09f9ca34b51d","block_type":"box","text":"4","page_number":47,"box":{"x":187,"y":754,"width":6,"height":6}},{"id":"42d1df3c-5920-4618-85b3-58ef6a366137","block_type":"box","text":"0 Not Applicable Not Applicable 341,250","page_number":47,"box":{"x":442,"y":756,"width":478,"height":12}},{"id":"c2f14cce-592d-4241-8557-d4f31acb6301","block_type":"box","text":"Cecilia H. Herbert 0 Not Applicable Not Applicable 525,000","page_number":47,"box":{"x":59,"y":771,"width":861,"height":12}},{"id":"7560d520-d254-4ded-be83-b1a711012a85","block_type":"box","text":"John E. Kerrigan 0 Not Applicable Not Applicable 580,000","page_number":47,"box":{"x":58,"y":786,"width":862,"height":12}},{"id":"334950f3-4714-4b66-a983-34a273f2b49d","block_type":"box","text":"James Lam","page_number":47,"box":{"x":58,"y":802,"width":76,"height":10}},{"id":"8a92beaf-600b-47d2-870e-1e3fe1292186","block_type":"box","text":"4","page_number":47,"box":{"x":136,"y":799,"width":6,"height":6}},{"id":"f2b89a7b-3183-4de7-9d23-ac480534842f","block_type":"box","text":"0 Not Applicable Not Applicable 341,250","page_number":47,"box":{"x":442,"y":801,"width":478,"height":12}},{"id":"c3d06b96-3e61-4cfe-a1ef-44ff2395c3d5","block_type":"box","text":"Drew E. Lawton 0 Not Applicable Not Applicable 500,000","page_number":47,"box":{"x":60,"y":816,"width":860,"height":13}},{"id":"56876f0b-0597-42eb-94fd-9070553814e0","block_type":"box","text":"John E. Martinez 0 Not Applicable Not Applicable 490,000","page_number":47,"box":{"x":58,"y":831,"width":862,"height":13}},{"id":"4dd1bd62-416f-475e-bff9-cbc1584df805","block_type":"box","text":"Madhav V. Rajan 0 Not Applicable Not Applicable 490,000","page_number":47,"box":{"x":59,"y":846,"width":861,"height":13}},{"id":"dcf89895-676d-47de-a16f-2d17f40f2756","block_type":"box","text":"1","page_number":47,"box":{"x":89,"y":885,"width":2,"height":5}},{"id":"620b3c56-6b59-4c69-a422-b1ea245e2278","block_type":"box","text":"Because the Fund is new, there is no reportable compensation for the Fund as of the fiscal year end.","page_number":47,"box":{"x":104,"y":886,"width":557,"height":10}},{"id":"700c5911-62b4-4913-8ed6-5e378b76db3f","block_type":"box","text":"35","page_number":47,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"b0266850-9c50-438d-80c9-92bf8de54f8d","block_type":"box","text":"2","page_number":48,"box":{"x":88,"y":66,"width":5,"height":5}},{"id":"3cfce350-bc50-4630-bfc7-0af41e1aef0a","block_type":"box","text":"Includes compensation for services to iShares, Inc., iShares Trust, and iShares U.S. ETF Trust for the most recent calendar year end.","page_number":48,"box":{"x":104,"y":67,"width":730,"height":10}},{"id":"bc305af9-03f4-4589-8966-af350378276c","block_type":"box","text":"3","page_number":48,"box":{"x":88,"y":81,"width":5,"height":5}},{"id":"ee5c8f2b-3be2-4f01-a594-a1c689e42656","block_type":"box","text":"Appointed to serve as an Interested Trustee effective March 5, 2024.","page_number":48,"box":{"x":103,"y":82,"width":380,"height":10}},{"id":"d02d7d7d-ca05-473e-a4b5-1e6b50b4f540","block_type":"box","text":"4","page_number":48,"box":{"x":88,"y":97,"width":5,"height":4}},{"id":"8a92c12a-8e2d-48a2-91bb-f538d2e91b10","block_type":"box","text":"Appointed to serve as an Independent Trustee effective April 8, 2024.","page_number":48,"box":{"x":103,"y":97,"width":386,"height":10}},{"id":"fdbab4f9-c6a7-475f-9353-6c946818e054","block_type":"box","text":"Control Persons and Principal Holders of Securities.","page_number":48,"box":{"x":59,"y":121,"width":372,"height":12}},{"id":"74280699-94f4-4dae-86b8-5e235715087c","block_type":"box","text":"Ownership information is not provided for the Fund, as it has not","page_number":48,"box":{"x":440,"y":121,"width":455,"height":12}},{"id":"b616bfc1-5f03-4c59-8c03-58078a872882","block_type":"box","text":"commenced operations as of the date of this SAI.","page_number":48,"box":{"x":59,"y":136,"width":345,"height":12}},{"id":"a059de17-9063-43c0-b4e1-a7848b458b85","block_type":"box","text":"Conflicts of Interest.","page_number":48,"box":{"x":59,"y":162,"width":146,"height":10}},{"id":"1048c22e-54ca-481c-af28-2336fb5c0008","block_type":"box","text":"Certain activities of BlackRock, Inc., BlackRock Advisors, LLC, BlackRock Fund Advisors and the other","page_number":48,"box":{"x":214,"y":162,"width":705,"height":12}},{"id":"ee3a81dc-8181-43ec-a468-a8647fa666e4","block_type":"box","text":"subsidiaries of BlackRock, Inc. (collectively referred to in this section as “BlackRock”) and their respective directors, officers or","page_number":48,"box":{"x":59,"y":177,"width":878,"height":13}},{"id":"fae06171-cdcf-4702-9cc7-dab105deef22","block_type":"box","text":"employees, with respect to the Funds and/or other accounts managed by BlackRock, may give rise to actual or perceived","page_number":48,"box":{"x":59,"y":193,"width":847,"height":12}},{"id":"ea95dc9f-5a58-427e-af39-7e7d706f05e0","block_type":"box","text":"conflicts of interest such as those described below.","page_number":48,"box":{"x":59,"y":208,"width":355,"height":9}},{"id":"6b6651d6-c92d-4a5d-9b5e-771efe06afa4","block_type":"box","text":"BlackRock is one of the world’s largest asset management firms. BlackRock, its subsidiaries and their respective directors,","page_number":48,"box":{"x":60,"y":234,"width":848,"height":13}},{"id":"97385efc-1e66-44af-8d45-ee1ef768fcd9","block_type":"box","text":"officers and employees, including the business units or entities and personnel who may be involved in the investment","page_number":48,"box":{"x":59,"y":249,"width":821,"height":13}},{"id":"6ad844f5-fd15-4f91-84b7-b7dfb8265d11","block_type":"box","text":"activities and business operations of a Fund, are engaged worldwide in businesses, including managing equities, fixed","page_number":48,"box":{"x":59,"y":264,"width":824,"height":13}},{"id":"9e7c4a6e-0198-4769-8685-5c48b64934ee","block_type":"box","text":"income securities, cash and alternative investments, and other financial services, and have interests other than that of","page_number":48,"box":{"x":60,"y":280,"width":825,"height":11}},{"id":"5ba3d551-f702-4fea-b8f3-1278b2dc5064","block_type":"box","text":"managing the Funds. These are considerations of which investors in a Fund should be aware, and which may cause conflicts","page_number":48,"box":{"x":60,"y":295,"width":871,"height":12}},{"id":"1c5c466f-4cc6-4635-8ac4-9d4629393f15","block_type":"box","text":"of interest that could disadvantage a Fund and its shareholders. These businesses and interests include potential multiple","page_number":48,"box":{"x":59,"y":310,"width":850,"height":12}},{"id":"a0df26a7-c017-4c35-ba23-1205881fd05c","block_type":"box","text":"advisory, transactional, financial and other relationships with, or interests in companies and interests in securities or other","page_number":48,"box":{"x":59,"y":325,"width":852,"height":12}},{"id":"a0da31d1-2385-4ffe-9a7c-1872d068e95c","block_type":"box","text":"instruments that may be purchased or sold by a Fund.","page_number":48,"box":{"x":60,"y":340,"width":377,"height":12}},{"id":"0f0b67f1-d281-4813-a3d7-128348703456","block_type":"box","text":"BlackRock has proprietary interests in, and may manage or advise with respect to, accounts or funds (including separate","page_number":48,"box":{"x":60,"y":366,"width":842,"height":13}},{"id":"c8301fed-f5bc-4131-b51e-92c6029f571c","block_type":"box","text":"accounts and other funds and collective investment vehicles) that have investment objectives similar to those of a Fund","page_number":48,"box":{"x":59,"y":382,"width":836,"height":12}},{"id":"ae32c24b-f08a-4af7-a972-b267423ec5e9","block_type":"box","text":"and/or that engage in transactions in the same types of securities, currencies and instruments as the Fund. BlackRock is also","page_number":48,"box":{"x":59,"y":397,"width":875,"height":12}},{"id":"35586b37-fc34-46c8-b70c-a69324f4aeeb","block_type":"box","text":"a major participant in the global currency, equities, swap and fixed income markets, in each case, for the accounts of clients","page_number":48,"box":{"x":59,"y":412,"width":865,"height":12}},{"id":"005b0025-88d5-4b66-a7f6-d3c0711daf9d","block_type":"box","text":"and, in some cases, on a proprietary basis. As such, BlackRock is or may be actively engaged in transactions in the same","page_number":48,"box":{"x":59,"y":427,"width":840,"height":12}},{"id":"ab8d12b1-3f98-4ebb-bb0f-f0931077f652","block_type":"box","text":"securities, currencies, and instruments in which a Fund invests.","page_number":48,"box":{"x":59,"y":442,"width":441,"height":11}},{"id":"0d044dc6-6c35-4f5d-868a-61e6a0ffc046","block_type":"box","text":"Such activities could affect the prices and availability of the securities, currencies, and instruments in which a Fund invests,","page_number":48,"box":{"x":59,"y":468,"width":859,"height":13}},{"id":"c8b78d99-446e-4da1-8032-75350120fc7a","block_type":"box","text":"which could have an adverse impact on a Fund’s performance. Such transactions, particularly in respect of most proprietary","page_number":48,"box":{"x":59,"y":484,"width":868,"height":12}},{"id":"e963fac9-c1e1-418b-9ba4-7eb30540ae9b","block_type":"box","text":"accounts or client accounts, will be executed independently of a Fund’s transactions and thus at prices or rates that may be","page_number":48,"box":{"x":59,"y":499,"width":866,"height":12}},{"id":"5c7cc30e-1c0f-4a73-b4b4-8badbb443abf","block_type":"box","text":"more or less favorable than those obtained by the Fund. In addition, the portfolio holdings of certain BlackRock-advised","page_number":48,"box":{"x":60,"y":514,"width":834,"height":12}},{"id":"1f4ea2d4-bb20-45c9-a88d-97e028f9e0fd","block_type":"box","text":"investment vehicles managed in an identical or substantially similar manner as certain Funds are made publicly available on a","page_number":48,"box":{"x":60,"y":529,"width":876,"height":12}},{"id":"c2233cda-b53a-448c-893f-e16d599e642c","block_type":"box","text":"more timely basis than the applicable Fund. In some cases, such portfolio holdings are made publicly available on a daily","page_number":48,"box":{"x":60,"y":544,"width":842,"height":12}},{"id":"0baa0892-d7a1-4ca6-885d-798ee14a07ae","block_type":"box","text":"basis. While not expected, it is possible that a recipient of portfolio holdings information for such an investment vehicle could","page_number":48,"box":{"x":60,"y":559,"width":874,"height":13}},{"id":"4f0a49a1-9394-49a5-8ffa-49d910f20380","block_type":"box","text":"cause harm to a Fund that is managed in an identical or substantially similar manner, including by trading ahead of or against","page_number":48,"box":{"x":59,"y":574,"width":880,"height":13}},{"id":"d22156cd-240e-411f-b73e-ebfdaa3bc63d","block_type":"box","text":"such Fund based on the information received.","page_number":48,"box":{"x":59,"y":589,"width":320,"height":10}},{"id":"beaa1eb1-05d2-4c0a-bd5b-f90548b8032a","block_type":"box","text":"When BlackRock seeks to purchase or sell the same assets for client accounts, including a Fund, the assets actually","page_number":48,"box":{"x":59,"y":616,"width":806,"height":12}},{"id":"74f22988-552c-45db-8524-99e5eda0fa1c","block_type":"box","text":"purchased or sold may be allocated among the accounts on a basis determined in its good faith discretion to be equitable. In","page_number":48,"box":{"x":59,"y":631,"width":873,"height":12}},{"id":"de2bc586-bdcc-43b3-8457-7f29a789109f","block_type":"box","text":"some cases, this system may adversely affect the size or price of the assets purchased or sold for a Fund. In addition,","page_number":48,"box":{"x":59,"y":646,"width":815,"height":12}},{"id":"ee67792a-b61d-4df2-99f5-0254ef387d1a","block_type":"box","text":"transactions in investments by one or more other accounts managed by BlackRock may have the effect of diluting or","page_number":48,"box":{"x":59,"y":661,"width":816,"height":13}},{"id":"512d9973-7b9d-47e7-8a9a-f430d3078801","block_type":"box","text":"otherwise disadvantaging the values, prices or investment strategies of a Fund, particularly, but not limited to, with respect to","page_number":48,"box":{"x":59,"y":676,"width":876,"height":13}},{"id":"e2c4a6e0-509a-45c2-8abb-3b74d3526ae0","block_type":"box","text":"small capitalization, emerging market or less liquid strategies. This may occur with respect to BlackRock-advised accounts","page_number":48,"box":{"x":59,"y":691,"width":855,"height":13}},{"id":"0597a055-36ad-42ec-9a49-2698e6bba726","block_type":"box","text":"when investment decisions regarding a Fund are based on research or other information that is also used to support","page_number":48,"box":{"x":59,"y":707,"width":815,"height":12}},{"id":"1e682ed8-71cc-4bb7-a825-d30108c5d55e","block_type":"box","text":"decisions for other accounts. When BlackRock implements a portfolio decision or strategy on behalf of another account","page_number":48,"box":{"x":59,"y":722,"width":839,"height":12}},{"id":"751a4316-b214-432e-83f3-71b00765f589","block_type":"box","text":"ahead of, or contemporaneously with, similar decisions or strategies for a Fund, market impact, liquidity constraints, or other","page_number":48,"box":{"x":59,"y":737,"width":874,"height":12}},{"id":"c05f5467-1bd6-47be-a4da-630247985cc7","block_type":"box","text":"factors could result in the Fund receiving less favorable trading results and the costs of implementing such decisions or","page_number":48,"box":{"x":59,"y":752,"width":834,"height":12}},{"id":"419c1c74-3494-4195-b76d-1d302f90d8ea","block_type":"box","text":"strategies could be increased or the Fund could otherwise be disadvantaged. BlackRock may, in certain cases, elect to","page_number":48,"box":{"x":59,"y":767,"width":822,"height":12}},{"id":"df794121-3438-4206-8c72-063bd24c0976","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":48,"box":{"x":60,"y":782,"width":858,"height":13}},{"id":"b2d90b4c-3f2b-49c4-ae2c-6d7dd71c51f1","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":48,"box":{"x":59,"y":797,"width":867,"height":13}},{"id":"9edb5bc7-da56-42e7-8049-605d7723f295","block_type":"box","text":"so.","page_number":48,"box":{"x":59,"y":815,"width":18,"height":7}},{"id":"1f60d9c3-c2da-4dbc-88aa-9f04d00b9ef8","block_type":"box","text":"Conflicts may also arise because portfolio decisions regarding a Fund may benefit other accounts managed by BlackRock. For","page_number":48,"box":{"x":59,"y":839,"width":879,"height":12}},{"id":"61108da4-b5a6-4bf2-8db5-214108f3e1c6","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":48,"box":{"x":59,"y":854,"width":870,"height":12}},{"id":"a26118dd-2fb4-4793-abcc-e5e3ee4c2c38","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":48,"box":{"x":59,"y":869,"width":875,"height":12}},{"id":"3b3e7042-1b0a-4f91-9e40-98f03d6a71a2","block_type":"box","text":"36","page_number":48,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"e64d806d-7324-44bf-88b2-651bfbd4eae5","block_type":"box","text":"short position in a security by a Fund may increase the price of the same security held by (and therefore benefit) BlackRock or","page_number":49,"box":{"x":59,"y":67,"width":880,"height":12}},{"id":"9981cc2d-0a14-49c3-b25c-f5c43f6978e5","block_type":"box","text":"its other accounts or funds.","page_number":49,"box":{"x":60,"y":82,"width":191,"height":9}},{"id":"454e6ef8-ba34-4ba6-a3e9-3a7e09a49727","block_type":"box","text":"BlackRock, on behalf of other client accounts, on the one hand, and a Fund, on the other hand, may invest in or extend credit","page_number":49,"box":{"x":60,"y":108,"width":874,"height":13}},{"id":"2c571dc2-5f7c-46bd-94ab-6160083c34ff","block_type":"box","text":"to different parts of the capital structure of a single issuer. BlackRock may pursue rights, provide advice or engage in other","page_number":49,"box":{"x":59,"y":123,"width":854,"height":13}},{"id":"6645e64e-848b-4793-bc3f-082b031ba309","block_type":"box","text":"activities, or refrain from pursuing rights, providing advice or engaging in other activities, on behalf of other clients with","page_number":49,"box":{"x":59,"y":138,"width":836,"height":13}},{"id":"ee053309-ef93-48c2-b410-36f8529f436e","block_type":"box","text":"respect to an issuer in which a Fund has invested, and such actions (or refraining from action) may have a material adverse","page_number":49,"box":{"x":60,"y":154,"width":861,"height":12}},{"id":"72f1e4e7-bcd0-4cab-aa56-bc4cb1c51ba4","block_type":"box","text":"effect on the Fund. In situations in which clients of BlackRock (including the Funds) hold positions in multiple parts of the","page_number":49,"box":{"x":59,"y":169,"width":850,"height":12}},{"id":"25ee26cd-28d1-499a-8e0d-1f916bbe8b41","block_type":"box","text":"capital structure of an issuer, BlackRock may not pursue certain actions or remedies that may be available to a Fund, as a","page_number":49,"box":{"x":59,"y":184,"width":845,"height":12}},{"id":"0526ee24-865f-429c-bd01-b6da3080349a","block_type":"box","text":"result of legal and regulatory requirements or otherwise. BlackRock addresses these and other potential conflicts of interest","page_number":49,"box":{"x":60,"y":199,"width":863,"height":12}},{"id":"dc1fb9f8-3c8f-444b-9623-eafb0edddee2","block_type":"box","text":"based on the facts and circumstances of particular situations. For example, BlackRock may determine to rely on information","page_number":49,"box":{"x":60,"y":214,"width":866,"height":12}},{"id":"b48fbaee-1074-4c85-8cfc-50ef8e641713","block_type":"box","text":"barriers between different business units or portfolio management teams. BlackRock may also determine to rely on the","page_number":49,"box":{"x":60,"y":229,"width":831,"height":12}},{"id":"5bd9ccea-5b46-40f3-8134-5bddeb33c405","block_type":"box","text":"actions of similarly situated holders of loans or securities rather than, or in connection with, taking such actions itself on","page_number":49,"box":{"x":59,"y":244,"width":841,"height":13}},{"id":"9972a9e1-2088-4b7c-a48c-a9d79489d948","block_type":"box","text":"behalf of the Funds.","page_number":49,"box":{"x":60,"y":259,"width":137,"height":10}},{"id":"7cd2b377-9275-4115-bfa0-b2e4df6b031b","block_type":"box","text":"In addition, to the extent permitted by applicable law, certain Funds may invest their assets in other funds advised by","page_number":49,"box":{"x":60,"y":286,"width":815,"height":12}},{"id":"66f9d7dc-2f05-4b57-ae76-63de1b1db91d","block_type":"box","text":"BlackRock, including funds that are managed by one or more of the same portfolio managers, which could result in conflicts","page_number":49,"box":{"x":60,"y":301,"width":869,"height":12}},{"id":"751df51f-3040-49d9-ac8c-8dac877db2c9","block_type":"box","text":"of interest relating to asset allocation, timing of Fund purchases and redemptions or sales, and increased remuneration and","page_number":49,"box":{"x":59,"y":316,"width":864,"height":12}},{"id":"77829289-f14d-4bcd-8184-d84f6300457a","block_type":"box","text":"profitability for BlackRock and/or its personnel, including portfolio managers.","page_number":49,"box":{"x":59,"y":331,"width":541,"height":13}},{"id":"3ef8649c-1198-4a0c-be56-62a8236296e0","block_type":"box","text":"In certain circumstances, BlackRock, on behalf of the Funds, may seek to buy from or sell securities to another fund or","page_number":49,"box":{"x":60,"y":358,"width":827,"height":12}},{"id":"f2783a13-7e8b-404f-86be-1ae7f9dd31c1","block_type":"box","text":"account advised by BlackRock. BlackRock may (but is not required to) effect purchases and sales between BlackRock clients","page_number":49,"box":{"x":59,"y":373,"width":866,"height":12}},{"id":"b6051116-5424-4e69-a73b-ee107e3995f4","block_type":"box","text":"(“cross trades”), including the Funds, if BlackRock believes such transactions are appropriate based on each party’s","page_number":49,"box":{"x":60,"y":388,"width":804,"height":12}},{"id":"79a02f3e-2331-4a4c-abce-ba6ffadf1e35","block_type":"box","text":"investment objectives and guidelines, subject to applicable law and regulation. There may be potential conflicts of interest or","page_number":49,"box":{"x":60,"y":403,"width":872,"height":12}},{"id":"9674f331-1887-47ce-ab59-18923468927e","block_type":"box","text":"regulatory issues relating to these transactions which could limit BlackRock’s decision to engage in these transactions for the","page_number":49,"box":{"x":60,"y":418,"width":875,"height":12}},{"id":"1fce4301-aaee-4d1b-a640-877bff2077f1","block_type":"box","text":"Funds. BlackRock may have a potentially conflicting division of loyalties and responsibilities to the parties in such","page_number":49,"box":{"x":60,"y":433,"width":787,"height":13}},{"id":"45a8e003-a8fe-4e05-a757-e6054c11401b","block_type":"box","text":"transactions.","page_number":49,"box":{"x":59,"y":449,"width":89,"height":9}},{"id":"4c8d64a4-6b06-4866-8eac-97f11877390c","block_type":"box","text":"BlackRock and its clients may pursue or enforce rights with respect to an issuer in which a Fund has invested, and those","page_number":49,"box":{"x":60,"y":475,"width":839,"height":12}},{"id":"078e5abf-54d7-4c1e-9e4f-912dabdf9cae","block_type":"box","text":"activities may have an adverse effect on the Fund. As a result, prices, availability, liquidity and terms of the Fund’s investments","page_number":49,"box":{"x":59,"y":490,"width":879,"height":12}},{"id":"eab735b2-3df3-4590-b9af-fa3102c8978d","block_type":"box","text":"may be negatively impacted by the activities of BlackRock or its clients, and transactions for the Fund may be impaired or","page_number":49,"box":{"x":60,"y":505,"width":847,"height":12}},{"id":"28f54768-ba30-4ed8-b067-139b23bd4fb9","block_type":"box","text":"effected at prices or terms that may be less favorable than would otherwise have been the case.","page_number":49,"box":{"x":59,"y":520,"width":668,"height":12}},{"id":"586a58a8-f1bb-4943-af2f-824dde9b5738","block_type":"box","text":"The results of a Fund’s investment activities may differ significantly from the results achieved by BlackRock for its proprietary","page_number":49,"box":{"x":59,"y":547,"width":873,"height":12}},{"id":"1bcea9c4-c98e-42c6-bfab-19312a5f6940","block_type":"box","text":"accounts or other accounts (including investment companies or collective investment vehicles) that it manages or advises. It","page_number":49,"box":{"x":59,"y":562,"width":874,"height":12}},{"id":"53895b07-1b86-4f9e-a118-fc086d52ca56","block_type":"box","text":"is possible that one or more accounts managed or advised by BlackRock and such other accounts will achieve investment","page_number":49,"box":{"x":60,"y":577,"width":851,"height":12}},{"id":"e6b60fcf-0c44-4a6f-89a3-d13d06163fbe","block_type":"box","text":"results that are substantially more or less favorable than the results achieved by a Fund. Moreover, it is possible that a Fund","page_number":49,"box":{"x":60,"y":592,"width":858,"height":12}},{"id":"31f42f0c-5b95-42f6-8516-b03e645f67d4","block_type":"box","text":"will sustain losses during periods in which one or more proprietary or other accounts managed or advised by BlackRock","page_number":49,"box":{"x":59,"y":607,"width":839,"height":12}},{"id":"7eb7c964-1d95-4dc5-b30f-d91f0178041c","block_type":"box","text":"achieve significant profits. The opposite result is also possible.","page_number":49,"box":{"x":59,"y":622,"width":434,"height":13}},{"id":"f353fc17-f0d8-4add-9a22-f4bf2d8cf6d1","block_type":"box","text":"From time to time, a Fund may be restricted from purchasing or selling securities, or from engaging in other investment","page_number":49,"box":{"x":60,"y":649,"width":837,"height":12}},{"id":"89babb90-1c0b-42fb-8f45-c621e12944db","block_type":"box","text":"activities because of regulatory, legal or contractual requirements applicable to BlackRock or other accounts managed or","page_number":49,"box":{"x":59,"y":664,"width":846,"height":12}},{"id":"ffea3c59-6e1d-46b7-a5b0-98a73003104a","block_type":"box","text":"advised by BlackRock, and/or the internal policies of BlackRock designed to comply with such requirements. As a result,","page_number":49,"box":{"x":59,"y":679,"width":840,"height":12}},{"id":"a0591d78-354e-40f1-8481-862bfc31ffa9","block_type":"box","text":"there may be periods, for example, when BlackRock will not initiate or recommend certain types of transactions in certain","page_number":49,"box":{"x":59,"y":694,"width":850,"height":12}},{"id":"619bca58-9ebe-4de6-b33d-545c33665782","block_type":"box","text":"securities or instruments with respect to which BlackRock is performing services or when position limits have been reached.","page_number":49,"box":{"x":59,"y":709,"width":868,"height":12}},{"id":"df06c744-95c6-4e61-893b-49c5a2349b1e","block_type":"box","text":"For example, the investment activities of BlackRock for its proprietary accounts and accounts under its management may","page_number":49,"box":{"x":60,"y":724,"width":850,"height":13}},{"id":"5c52e99d-1ea3-46cb-b733-6a572612c7b2","block_type":"box","text":"limit the investment opportunities for a Fund in certain emerging and other markets in which limitations are imposed upon","page_number":49,"box":{"x":60,"y":739,"width":859,"height":13}},{"id":"42c7b859-6865-4ca5-9747-8b1a11e38c88","block_type":"box","text":"the amount of investment, in the aggregate or in individual issuers, by affiliated foreign investors.","page_number":49,"box":{"x":59,"y":754,"width":677,"height":13}},{"id":"d4670536-11cd-49d0-9928-e2e0ae3dcdbd","block_type":"box","text":"In connection with its management of a Fund, BlackRock may have access to certain fundamental analysis and proprietary","page_number":49,"box":{"x":60,"y":781,"width":859,"height":12}},{"id":"d7ebed34-8653-4b6a-a503-6a185757b4ca","block_type":"box","text":"technical models developed by BlackRock. BlackRock will not be under any obligation, however, to effect transactions on","page_number":49,"box":{"x":59,"y":796,"width":841,"height":12}},{"id":"3e54c776-a17a-4d5d-a512-727b7b23cea6","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":49,"box":{"x":60,"y":811,"width":854,"height":13}},{"id":"55378c3c-d661-4654-bf24-f0ae2a836968","block_type":"box","text":"available any information regarding its proprietary activities or strategies, or the activities or strategies used for other","page_number":49,"box":{"x":59,"y":826,"width":816,"height":13}},{"id":"ed3420f3-d8cd-4a66-9eb7-3f7a22b30763","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":49,"box":{"x":59,"y":841,"width":859,"height":13}},{"id":"6c5bb2ec-6611-4da9-a4c3-8871ba6780b3","block_type":"box","text":"access to such information for the purpose of managing the Fund. The proprietary activities or portfolio strategies of","page_number":49,"box":{"x":59,"y":857,"width":819,"height":12}},{"id":"6a578542-df6a-4e8d-ab56-e0213eee64a8","block_type":"box","text":"BlackRock, or the activities or strategies used for accounts managed by BlackRock or other client accounts could conflict","page_number":49,"box":{"x":60,"y":872,"width":844,"height":12}},{"id":"4f346e80-f912-4bd8-959a-3cdb5891bc33","block_type":"box","text":"with the transactions and strategies employed by BlackRock in managing a Fund.","page_number":49,"box":{"x":59,"y":887,"width":568,"height":12}},{"id":"9594a40d-c541-4129-83b8-f07c37b61b38","block_type":"box","text":"37","page_number":49,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"229e3d02-b241-44c1-97bc-615f85e4f0bc","block_type":"box","text":"The Funds may be included in investment models developed by BlackRock for use by clients and financial advisors. To the","page_number":50,"box":{"x":59,"y":67,"width":851,"height":12}},{"id":"b46d5480-a647-4b09-87e7-e3d67a915aa8","block_type":"box","text":"extent clients invest in these investment models and increase the assets under management of the Funds, the investment","page_number":50,"box":{"x":59,"y":82,"width":852,"height":12}},{"id":"0201b748-edf1-4829-83c9-f2e911a4c1df","block_type":"box","text":"management fee amounts paid by the Funds to BlackRock may also increase. The net asset value and liquidity of a Fund may","page_number":50,"box":{"x":60,"y":97,"width":875,"height":12}},{"id":"850f9c8d-b23a-4846-b339-64731e201f25","block_type":"box","text":"be impacted by purchases and sales of the Fund by model-driven investment portfolios, as well as by BlackRock itself and by","page_number":50,"box":{"x":60,"y":112,"width":868,"height":12}},{"id":"9d4f5eda-ddbe-4e2a-9d81-8381cb94f506","block_type":"box","text":"its advisory clients. In addition, certain principals and certain employees of a Fund’s investment adviser are also principals or","page_number":50,"box":{"x":60,"y":127,"width":868,"height":12}},{"id":"a070363f-3141-425f-b02c-6ac453121a57","block_type":"box","text":"employees of other business units or entities within BlackRock. As a result, these principals and employees may have","page_number":50,"box":{"x":59,"y":142,"width":816,"height":13}},{"id":"030dcdd9-8478-480c-9a24-1ee4163002ce","block_type":"box","text":"obligations to such other business units or entities or their clients and such obligations to other business units or entities or","page_number":50,"box":{"x":59,"y":157,"width":865,"height":13}},{"id":"01a48a21-1709-4314-ae86-0583f5e76778","block_type":"box","text":"their clients may be a consideration of which investors in a Fund should be aware.","page_number":50,"box":{"x":59,"y":172,"width":572,"height":13}},{"id":"f06bf629-4b07-4d7e-95ee-36c680cce73e","block_type":"box","text":"BlackRock may enter into transactions and invest in securities, instruments and currencies on behalf of a Fund in which","page_number":50,"box":{"x":60,"y":199,"width":835,"height":12}},{"id":"944667b1-a47b-4975-b207-8ae444aacac7","block_type":"box","text":"clients of BlackRock, or, to the extent permitted by the SEC and applicable law, BlackRock, serves as the counterparty,","page_number":50,"box":{"x":59,"y":214,"width":818,"height":12}},{"id":"87408725-671a-4639-8b38-e03de6a20988","block_type":"box","text":"principal or issuer. In such cases, such party’s interests in the transaction will be adverse to the interests of the Fund, and","page_number":50,"box":{"x":59,"y":229,"width":844,"height":12}},{"id":"a85b401f-0d3c-490d-ae40-6eeac9e3f385","block_type":"box","text":"such party may have no incentive to assure that the Fund obtains the best possible prices or terms in connection with the","page_number":50,"box":{"x":59,"y":244,"width":851,"height":13}},{"id":"8b0c27d5-3dce-44c1-86d6-b9700698bcdd","block_type":"box","text":"transactions. In addition, the purchase, holding and sale of such investments by a Fund may enhance the profitability of","page_number":50,"box":{"x":59,"y":259,"width":838,"height":13}},{"id":"ef43c388-d018-4298-a5ca-65f3126e88b1","block_type":"box","text":"BlackRock.","page_number":50,"box":{"x":60,"y":274,"width":73,"height":10}},{"id":"08757663-bc1a-4259-9e45-4630b84a477c","block_type":"box","text":"BlackRock may also create, write or issue derivatives for clients, the underlying securities, currencies or instruments of which","page_number":50,"box":{"x":60,"y":301,"width":872,"height":12}},{"id":"9204b595-f592-4c83-b43e-ef45f27f1524","block_type":"box","text":"may be those in which a Fund invests or which may be based on the performance of the Fund. Additionally, an affiliate of","page_number":50,"box":{"x":60,"y":316,"width":847,"height":12}},{"id":"1de250c3-41ad-4bc1-9b78-7e5375a432a2","block_type":"box","text":"BlackRock will create, write or issue options, which may be based on the performance of certain Funds. BlackRock has","page_number":50,"box":{"x":60,"y":331,"width":826,"height":13}},{"id":"6d0ea83e-01c3-4d88-95cf-4ca800506ecb","block_type":"box","text":"entered into an arrangement with Markit Indices Limited, the index provider for underlying fixed-income indexes used by","page_number":50,"box":{"x":59,"y":346,"width":847,"height":13}},{"id":"d5fcb038-58e9-4413-b7cc-c394ed4d0c0a","block_type":"box","text":"certain iShares ETFs, related to derivative fixed-income products that are based on such iShares ETFs. Trading activity in","page_number":50,"box":{"x":59,"y":361,"width":837,"height":13}},{"id":"b1c41886-e2c3-4604-9bec-431fd8dc680e","block_type":"box","text":"these derivative products could also potentially lead to greater liquidity for such products, increased purchase activity with","page_number":50,"box":{"x":59,"y":377,"width":856,"height":12}},{"id":"9020ec96-ec81-43eb-b3af-c0b5f6cc537b","block_type":"box","text":"respect to these iShares ETFs and increased assets under management for BlackRock. A Fund may, subject to applicable law,","page_number":50,"box":{"x":60,"y":392,"width":870,"height":12}},{"id":"e83143ff-b1f0-4c1d-9d06-d1f21bf99014","block_type":"box","text":"purchase investments that are the subject of an underwriting or other distribution by BlackRock and may also enter into","page_number":50,"box":{"x":59,"y":407,"width":839,"height":12}},{"id":"6266ea12-4c46-42b2-9092-e9758b30d41b","block_type":"box","text":"transactions with other clients of BlackRock where such other clients have interests adverse to those of the Fund. At times,","page_number":50,"box":{"x":59,"y":422,"width":859,"height":11}},{"id":"120150ab-73a9-457e-a415-c129cc920e25","block_type":"box","text":"these activities may cause business units or entities within BlackRock to give advice to clients that may cause these clients to","page_number":50,"box":{"x":59,"y":437,"width":874,"height":12}},{"id":"47187834-30ba-4e91-8740-dfc835af5109","block_type":"box","text":"take actions adverse to the interests of the Fund. To the extent such transactions are permitted, a Fund will deal with","page_number":50,"box":{"x":59,"y":452,"width":816,"height":12}},{"id":"adbb6594-f9f2-43f0-9c8a-4c03195e0573","block_type":"box","text":"BlackRock on an arms-length basis.","page_number":50,"box":{"x":60,"y":467,"width":247,"height":13}},{"id":"6f4d9f50-a2f6-4c70-9614-c82817f18293","block_type":"box","text":"To the extent authorized by applicable law, BlackRock may act as broker, dealer, agent, lender or adviser or in other","page_number":50,"box":{"x":59,"y":494,"width":801,"height":12}},{"id":"1eda858d-6f89-4cba-a8a6-c7ad1a13e059","block_type":"box","text":"commercial capacities for a Fund. It is anticipated that the commissions, mark-ups, markdowns, financial advisory fees,","page_number":50,"box":{"x":59,"y":509,"width":836,"height":12}},{"id":"8a2f0cb9-6e18-484f-b1f9-e88913ffd240","block_type":"box","text":"underwriting and placement fees, sales fees, financing and commitment fees, brokerage fees, other fees, compensation or","page_number":50,"box":{"x":60,"y":524,"width":854,"height":12}},{"id":"b7f1e275-6f52-4059-9c8e-ad9587bf9227","block_type":"box","text":"profits, rates, terms and conditions charged by BlackRock will be in its view commercially reasonable, although BlackRock,","page_number":50,"box":{"x":59,"y":539,"width":855,"height":12}},{"id":"9cf66e68-74ae-465d-8a52-7b1eb8f435c4","block_type":"box","text":"including its sales personnel, will have an interest in obtaining fees and other amounts that are favorable to BlackRock and","page_number":50,"box":{"x":60,"y":554,"width":854,"height":13}},{"id":"30a93077-ea4e-498b-a88c-b014c5902926","block_type":"box","text":"such sales personnel, which may have an adverse effect on the Funds. Index based funds may use an index provider that is","page_number":50,"box":{"x":59,"y":569,"width":858,"height":13}},{"id":"2d17a7e5-c107-456d-ad5e-a935c0c0f273","block_type":"box","text":"affiliated with another service provider of the Fund or BlackRock that acts as a broker, dealer, agent, lender or in other","page_number":50,"box":{"x":59,"y":584,"width":821,"height":13}},{"id":"68bbb3ea-c999-45f1-906e-21bdd5bb45ea","block_type":"box","text":"commercial capacities for a Fund or BlackRock.","page_number":50,"box":{"x":59,"y":600,"width":330,"height":12}},{"id":"9e2fbb30-8a24-4574-a31c-58071292a4dd","block_type":"box","text":"Subject to applicable law, BlackRock (and its personnel and other distributors) will be entitled to retain fees and other","page_number":50,"box":{"x":59,"y":626,"width":821,"height":12}},{"id":"db163794-881f-4414-a3db-15837d5f7a5b","block_type":"box","text":"amounts that they receive in connection with their service to the Funds as broker, dealer, agent, lender, adviser or in other","page_number":50,"box":{"x":59,"y":641,"width":851,"height":12}},{"id":"5d25a5c3-6d0c-4500-91dc-a09816e3fc34","block_type":"box","text":"commercial capacities. No accounting to the Funds or their shareholders will be required, and no fees or other compensation","page_number":50,"box":{"x":59,"y":656,"width":875,"height":13}},{"id":"5db5e4ed-98b6-4624-a49f-228714a0c1a6","block_type":"box","text":"payable by the Funds or their shareholders will be reduced by reason of receipt by BlackRock of any such fees or other","page_number":50,"box":{"x":59,"y":671,"width":824,"height":13}},{"id":"e7d27381-75b2-462a-a24c-a299eac4d591","block_type":"box","text":"amounts.","page_number":50,"box":{"x":59,"y":688,"width":65,"height":8}},{"id":"01368b17-665a-4484-9009-946ef99cff91","block_type":"box","text":"When BlackRock acts as broker, dealer, agent, adviser or in other commercial capacities in relation to the Funds, BlackRock","page_number":50,"box":{"x":59,"y":713,"width":858,"height":12}},{"id":"c0cb6834-f609-4d28-981e-ed7dd022df15","block_type":"box","text":"may take commercial steps in its own interests, which may have an adverse effect on the Funds. A Fund will be required to","page_number":50,"box":{"x":60,"y":728,"width":856,"height":12}},{"id":"22bdd7ad-f94b-4738-8810-9c1eaf84badb","block_type":"box","text":"establish business relationships with its counterparties based on the Fund’s own credit standing. BlackRock will not have any","page_number":50,"box":{"x":59,"y":743,"width":874,"height":12}},{"id":"52116e77-4b0c-488a-b853-2042708ec7ac","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":50,"box":{"x":59,"y":758,"width":831,"height":13}},{"id":"a08e629a-43c2-4112-92f2-d31253d4ccf7","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":50,"box":{"x":59,"y":773,"width":821,"height":13}},{"id":"2d4f5e31-edc2-4b9b-8a99-f75866b54bef","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":50,"box":{"x":60,"y":800,"width":851,"height":12}},{"id":"90ea0209-8c41-466d-8539-fd0376f956dc","block_type":"box","text":"securities lending revenues from, the Funds. BlackRock will also receive compensation for managing the reinvestment of the","page_number":50,"box":{"x":59,"y":815,"width":870,"height":12}},{"id":"e1512082-4747-43d0-9372-813bbcd2fcd4","block_type":"box","text":"cash collateral from securities lending. There are potential conflicts of interests in managing a securities lending program,","page_number":50,"box":{"x":59,"y":830,"width":851,"height":12}},{"id":"a1f023f8-76f0-42c6-b90e-63f7655784d0","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":50,"box":{"x":60,"y":845,"width":871,"height":13}},{"id":"3b880217-2a53-4471-b446-49be5bcc01a4","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":50,"box":{"x":59,"y":860,"width":838,"height":13}},{"id":"02e41434-0018-4d76-849a-39d15ea2641c","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":50,"box":{"x":60,"y":875,"width":870,"height":13}},{"id":"040555ca-4b45-41ba-be03-119420d288a8","block_type":"box","text":"38","page_number":50,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"e189a9ab-71e3-4bbe-9525-ef36025bf1be","block_type":"box","text":"to clients that would provide more revenue to BlackRock. As described further below, BlackRock seeks to mitigate this","page_number":51,"box":{"x":59,"y":67,"width":824,"height":12}},{"id":"81ca7ab2-764a-4a67-9781-5b572dab6760","block_type":"box","text":"conflict by providing its securities lending clients with equal lending opportunities over time in order to approximate pro rata","page_number":51,"box":{"x":59,"y":82,"width":870,"height":12}},{"id":"fefe6c90-42be-4f9b-9c4b-e481de8ea1ec","block_type":"box","text":"allocation.","page_number":51,"box":{"x":59,"y":97,"width":71,"height":10}},{"id":"b6b669bf-4e86-4bdf-a40b-872924a8e127","block_type":"box","text":"As part of its securities lending program, BlackRock indemnifies the Funds and certain other clients and/ or funds against a","page_number":51,"box":{"x":59,"y":123,"width":863,"height":13}},{"id":"a02dc52a-c548-4a0e-9643-8c11cf79b1bf","block_type":"box","text":"shortfall in collateral in the event of borrower default. On a regular basis, BlackRock calculates the potential dollar exposure of","page_number":51,"box":{"x":59,"y":138,"width":881,"height":13}},{"id":"8bd4dc9f-eeee-468c-b499-e1b3b352e41f","block_type":"box","text":"collateral shortfall resulting from a borrower default (“shortfall risk”) in the securities lending program. BlackRock establishes","page_number":51,"box":{"x":59,"y":154,"width":875,"height":12}},{"id":"7960c806-cef7-48b8-9cca-b2ea8da1238e","block_type":"box","text":"program-wide borrower limits (“credit limits”) to actively manage borrower-specific credit exposure. BlackRock oversees the","page_number":51,"box":{"x":59,"y":169,"width":870,"height":12}},{"id":"834361c1-492e-4085-b3e9-a5ef980edd6d","block_type":"box","text":"risk model that calculates projected collateral shortfall values using loan-level factors such as loan and collateral type and","page_number":51,"box":{"x":60,"y":184,"width":848,"height":12}},{"id":"dc242df2-09ec-48f2-8950-0e8a92cec16f","block_type":"box","text":"market value as well as specific borrower credit characteristics. When necessary, BlackRock may adjust securities lending","page_number":51,"box":{"x":60,"y":199,"width":845,"height":12}},{"id":"b9e09ecf-3f60-4ef4-bb09-3e0fe3b98acd","block_type":"box","text":"program attributes by restricting eligible collateral or reducing borrower credit limits. As a result, the management of","page_number":51,"box":{"x":59,"y":214,"width":818,"height":12}},{"id":"ee04dd5a-9a6a-4a30-9e09-81255f8e0544","block_type":"box","text":"program-wide exposure as well as BlackRock-specific indemnification exposure may affect the amount of securities lending","page_number":51,"box":{"x":59,"y":229,"width":866,"height":12}},{"id":"8e874016-7c53-48a1-aa23-c3e38a71d7e7","block_type":"box","text":"activity BlackRock may conduct at any given point in time by reducing the volume of lending opportunities for certain loans","page_number":51,"box":{"x":59,"y":244,"width":864,"height":13}},{"id":"075e8a4f-ff41-439e-afc1-df996f6dcd53","block_type":"box","text":"(including by asset type, collateral type and/or revenue profile).","page_number":51,"box":{"x":60,"y":259,"width":443,"height":13}},{"id":"43b52e2f-910a-4ac0-a3de-8ffb9ce51013","block_type":"box","text":"BlackRock may decline to make a securities loan on behalf of a Fund, discontinue lending on behalf of a Fund or terminate a","page_number":51,"box":{"x":60,"y":286,"width":867,"height":12}},{"id":"737b711e-2947-4211-8bb1-895a7e9fa137","block_type":"box","text":"securities loan on behalf of a Fund for any reason, including but not limited to regulatory requirements and/or market rules,","page_number":51,"box":{"x":59,"y":301,"width":866,"height":12}},{"id":"6792e44c-95e1-435a-b120-b18dbdc23193","block_type":"box","text":"liquidity considerations, or credit considerations, which may impact Funds by reducing or eliminating the volume of lending","page_number":51,"box":{"x":60,"y":316,"width":864,"height":12}},{"id":"25f2cf06-2faf-403c-90e8-c3da95f31681","block_type":"box","text":"opportunities for certain types of loans, loans in particular markets, loans of particular securities or types of securities, or for","page_number":51,"box":{"x":59,"y":331,"width":867,"height":13}},{"id":"152e9382-a921-428a-ae7b-4c1006cf2fee","block_type":"box","text":"loans overall. In addition, some borrowers may prefer certain BlackRock lenders that provide additional protections against","page_number":51,"box":{"x":60,"y":346,"width":857,"height":13}},{"id":"cf36b321-4f8a-4416-91a6-781f6485d015","block_type":"box","text":"lender default that are favored by their prudential regulation.","page_number":51,"box":{"x":60,"y":361,"width":421,"height":13}},{"id":"401b6948-8081-4ccb-a071-ed351856684a","block_type":"box","text":"BlackRock uses a predetermined systematic process in order to approximate pro rata allocation over time. In order to allocate","page_number":51,"box":{"x":60,"y":388,"width":875,"height":12}},{"id":"8af49b60-3144-4536-9ef8-a34c82455917","block_type":"box","text":"a loan to a portfolio: (i) BlackRock as a whole must have sufficient lending capacity pursuant to the various program limits","page_number":51,"box":{"x":59,"y":403,"width":854,"height":12}},{"id":"8582c8a2-8907-4241-81ec-636294eb9a48","block_type":"box","text":"(","page_number":51,"box":{"x":60,"y":418,"width":4,"height":12}},{"id":"4c12fb4b-7247-4d78-b04b-8da2a6ad0951","block_type":"box","text":"i.e","page_number":51,"box":{"x":65,"y":419,"width":15,"height":9}},{"id":"1c33ae5f-3e70-443c-84a8-ae4bb84f95bc","block_type":"box","text":"., indemnification exposure limit and borrower credit limits); (ii) the lending portfolio must hold the asset at the time a","page_number":51,"box":{"x":81,"y":418,"width":825,"height":12}},{"id":"9241c801-0ea1-4663-b702-c1ed1670788c","block_type":"box","text":"loan opportunity arrives; and (iii) the lending portfolio must also have enough inventory, either on its own or when","page_number":51,"box":{"x":60,"y":433,"width":798,"height":13}},{"id":"6cfecfb8-cec6-42a0-a468-68c52515c2e9","block_type":"box","text":"aggregated with other portfolios into one single market delivery, to satisfy the loan request. In doing so, BlackRock seeks to","page_number":51,"box":{"x":59,"y":448,"width":861,"height":13}},{"id":"3bd45025-48c3-4795-b447-46082fa97c9c","block_type":"box","text":"provide equal lending opportunities for all portfolios, independent of whether BlackRock indemnifies the portfolio. Equal","page_number":51,"box":{"x":59,"y":463,"width":839,"height":13}},{"id":"77ea2cc6-042b-4b46-9dd9-a6a705cec163","block_type":"box","text":"opportunities for lending portfolios does not guarantee equal outcomes. Specifically, short and long-term outcomes for","page_number":51,"box":{"x":59,"y":479,"width":836,"height":12}},{"id":"0dbd4f1b-18a1-4681-b00b-78f199f70e5e","block_type":"box","text":"individual clients may vary due to asset mix, asset/liability spreads on different securities, and the overall limits imposed by","page_number":51,"box":{"x":60,"y":494,"width":858,"height":12}},{"id":"281ddb4c-2f57-4000-87aa-1380cb0c3a08","block_type":"box","text":"the firm.","page_number":51,"box":{"x":59,"y":509,"width":58,"height":10}},{"id":"f486f4de-5e56-481a-97ef-663e2799fe21","block_type":"box","text":"Purchases and sales of securities and other assets for a Fund may be bunched or aggregated with orders for other BlackRock","page_number":51,"box":{"x":60,"y":535,"width":874,"height":13}},{"id":"9f5ee583-c804-47b8-9a4c-bd8bed118e47","block_type":"box","text":"client accounts, including with accounts that pay different transaction costs solely due to the fact that they have different","page_number":51,"box":{"x":59,"y":550,"width":849,"height":13}},{"id":"31a3592b-672d-4f86-a066-39f11b516120","block_type":"box","text":"research payment arrangements. BlackRock, however, is not required to bunch or aggregate orders if portfolio management","page_number":51,"box":{"x":60,"y":566,"width":867,"height":12}},{"id":"b6d99131-9175-468a-bb70-1e01189f2939","block_type":"box","text":"decisions for different accounts are made separately, or if they determine that bunching or aggregating is not practicable or","page_number":51,"box":{"x":59,"y":581,"width":864,"height":12}},{"id":"f6df442c-d771-4b34-9c94-22eb95177aeb","block_type":"box","text":"required, or in cases involving client direction.","page_number":51,"box":{"x":60,"y":596,"width":318,"height":12}},{"id":"1cea41df-2b5c-4aa6-87cb-996a1ca7bb43","block_type":"box","text":"Prevailing trading activity frequently may make impossible the receipt of the same price or execution on the entire volume of","page_number":51,"box":{"x":60,"y":622,"width":872,"height":13}},{"id":"1566d978-2381-4948-94ba-accef501ec4b","block_type":"box","text":"securities purchased or sold. When this occurs, the various prices may be averaged, and the Funds will be charged or","page_number":51,"box":{"x":59,"y":637,"width":819,"height":13}},{"id":"862024b1-8616-4079-a6b2-fe25767257db","block_type":"box","text":"credited with the average price. Thus, the effect of the aggregation may operate on some occasions to the disadvantage of","page_number":51,"box":{"x":59,"y":652,"width":860,"height":13}},{"id":"1f927a35-b3e0-4c33-ab4d-732ae971b031","block_type":"box","text":"the Funds. In addition, under certain circumstances, the Funds will not be charged the same commission or commission","page_number":51,"box":{"x":59,"y":668,"width":843,"height":12}},{"id":"1e645ad3-3da7-4343-b6f3-66aa572195df","block_type":"box","text":"equivalent rates in connection with a bunched or aggregated order.","page_number":51,"box":{"x":59,"y":683,"width":471,"height":12}},{"id":"4411d3cb-904e-44b2-8bb6-048d136399e8","block_type":"box","text":"BlackRock does not currently enter into arrangements to use the Fund’s assets for, or participate in, soft dollars, although","page_number":51,"box":{"x":60,"y":709,"width":847,"height":12}},{"id":"d7f79f0d-1c43-471d-8417-0d48623ef10d","block_type":"box","text":"BlackRock may receive research that is bundled with the trade execution, clearing, and/or settlement services provided by a","page_number":51,"box":{"x":60,"y":724,"width":864,"height":13}},{"id":"4b4813d0-4f29-47d0-bf4f-9d243b3f2bf0","block_type":"box","text":"particular broker-dealer. To the extent that BlackRock receives research on this basis, many of the same conflicts related to","page_number":51,"box":{"x":59,"y":739,"width":857,"height":13}},{"id":"0d913d9a-9e14-49b8-9dc0-403ef79ed6e7","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":51,"box":{"x":59,"y":754,"width":843,"height":13}},{"id":"1d7a8135-ce26-4aa0-90db-7b5e948e226d","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":51,"box":{"x":60,"y":770,"width":814,"height":12}},{"id":"c13dd412-67db-45cc-aa62-8a0854c78503","block_type":"box","text":"BlackRock.","page_number":51,"box":{"x":60,"y":785,"width":73,"height":9}},{"id":"5f8b6edd-65b5-4350-896c-9fb225e74b91","block_type":"box","text":"Subject to applicable law, BlackRock may select brokers that furnish BlackRock, the Funds, other BlackRock client accounts or","page_number":51,"box":{"x":59,"y":811,"width":879,"height":13}},{"id":"b88fbaf7-6c4f-43fc-989a-6a9e168f5e00","block_type":"box","text":"personnel, directly or through correspondent relationships, with research or other appropriate services which provide, in","page_number":51,"box":{"x":59,"y":826,"width":841,"height":13}},{"id":"b7f7913d-a132-4a70-bb19-3ea436b84d85","block_type":"box","text":"BlackRock’s view, appropriate assistance to BlackRock in the investment decision-making process (including with respect to","page_number":51,"box":{"x":60,"y":841,"width":867,"height":13}},{"id":"9f731a7c-7d1e-4373-971d-9da0ec5157b7","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":51,"box":{"x":59,"y":857,"width":868,"height":12}},{"id":"6fbcebba-cbee-4cd0-9b20-ffe4985932fd","block_type":"box","text":"law, research reports on companies, industries and securities; economic and financial data; financial publications; proxy","page_number":51,"box":{"x":60,"y":872,"width":836,"height":12}},{"id":"0bc9d16d-b82f-45d7-8ef2-7b0afb09fc0c","block_type":"box","text":"analysis; trade industry seminars; computer data bases; research-oriented software and other services and products.","page_number":51,"box":{"x":59,"y":887,"width":816,"height":12}},{"id":"1a685d4f-ac3c-445d-8228-0467d5d9d432","block_type":"box","text":"39","page_number":51,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"6c24b5a8-5ba1-4b11-865e-cb6dae7458d2","block_type":"box","text":"Research or other services obtained in this manner may be used in servicing any or all of the Funds and other BlackRock","page_number":52,"box":{"x":60,"y":67,"width":840,"height":12}},{"id":"9dbd6563-6e94-48e4-9313-8b76fe05b50d","block_type":"box","text":"client accounts, including in connection with BlackRock client accounts other than those that pay commissions to the broker","page_number":52,"box":{"x":59,"y":82,"width":875,"height":12}},{"id":"1b12abce-ce34-40cc-afbd-119fe686e21b","block_type":"box","text":"relating to the research or other service arrangements. Such products and services may disproportionately benefit other","page_number":52,"box":{"x":60,"y":97,"width":839,"height":12}},{"id":"9a5daf04-58ba-42f4-b2fa-5dd72953d298","block_type":"box","text":"BlackRock client accounts relative to the Funds based on the amount of brokerage commissions paid by the Funds and such","page_number":52,"box":{"x":60,"y":112,"width":869,"height":12}},{"id":"8855ea90-ba4e-40e3-b62c-ff6b34135cf5","block_type":"box","text":"other BlackRock client accounts. For example, research or other services that are paid for through one client’s commissions","page_number":52,"box":{"x":59,"y":127,"width":863,"height":12}},{"id":"180cbf6f-1107-4f7a-a690-1b27e5946fe7","block_type":"box","text":"may not be used in managing that client’s account. In addition, other BlackRock client accounts may receive the benefit,","page_number":52,"box":{"x":60,"y":142,"width":840,"height":13}},{"id":"c7cf8e8c-6dd3-4081-9441-360e36437742","block_type":"box","text":"including disproportionate benefits, of economies of scale or price discounts in connection with products and services that","page_number":52,"box":{"x":60,"y":157,"width":861,"height":13}},{"id":"62137439-deb1-4c4e-9ca1-cd050f73351f","block_type":"box","text":"may be provided to the Funds and to such other BlackRock client accounts. To the extent that BlackRock uses soft dollars, it","page_number":52,"box":{"x":60,"y":172,"width":867,"height":13}},{"id":"1bf71cfc-dfaa-4ac0-8803-e81e3dbe8f1a","block_type":"box","text":"will not have to pay for those products and services itself.","page_number":52,"box":{"x":59,"y":188,"width":400,"height":12}},{"id":"4d01932c-9d1a-4c86-b3f7-46e992730ac9","block_type":"box","text":"BlackRock, unless prohibited by applicable law, may endeavor to execute trades through brokers who, pursuant to such","page_number":52,"box":{"x":60,"y":214,"width":833,"height":12}},{"id":"d663921c-111b-4bbb-9d98-76336b806263","block_type":"box","text":"arrangements, provide research or other services in order to ensure the continued receipt of research or other services","page_number":52,"box":{"x":59,"y":229,"width":827,"height":12}},{"id":"a3274e81-33b2-405b-a3a1-b1d3baa86c85","block_type":"box","text":"BlackRock believes are useful in its investment decision-making process. BlackRock may from time to time choose not to","page_number":52,"box":{"x":60,"y":244,"width":844,"height":13}},{"id":"4987b957-c135-4bf0-a95a-1ba12af101c4","block_type":"box","text":"engage in the above described arrangements to varying degrees. BlackRock, unless prohibited by applicable law, may also","page_number":52,"box":{"x":59,"y":259,"width":851,"height":13}},{"id":"ae0767c0-eb0e-446a-917e-8ca5a0a27dcc","block_type":"box","text":"enter into commission sharing arrangements under which BlackRock may execute transactions through a broker-dealer and","page_number":52,"box":{"x":59,"y":274,"width":871,"height":13}},{"id":"65ca7c44-775d-494a-8620-16de3134a380","block_type":"box","text":"request that the broker-dealer allocate a portion of the commissions or commission credits to another firm that provides","page_number":52,"box":{"x":60,"y":290,"width":844,"height":12}},{"id":"08722de2-b94d-4f69-91a7-64373fcdff4d","block_type":"box","text":"research to BlackRock. To the extent that BlackRock engages in commission sharing arrangements, many of the same","page_number":52,"box":{"x":60,"y":305,"width":825,"height":12}},{"id":"af69aeb9-43a9-4a54-9699-18f6465a3b18","block_type":"box","text":"conflicts related to traditional soft dollars may exist.","page_number":52,"box":{"x":59,"y":320,"width":361,"height":12}},{"id":"0dfef8e9-4fe6-4c6a-9baa-9d9b70e3b7bf","block_type":"box","text":"BlackRock may utilize certain electronic crossing networks (“ECNs”) (including, without limitation, ECNs in which BlackRock","page_number":52,"box":{"x":60,"y":346,"width":868,"height":13}},{"id":"90707e86-705e-403f-8882-abf67da1647a","block_type":"box","text":"has an investment or other interest, to the extent permitted by applicable law) in executing client securities transactions for","page_number":52,"box":{"x":60,"y":361,"width":862,"height":13}},{"id":"a298dace-7f7a-41e4-acb6-639fb906982c","block_type":"box","text":"certain types of securities. These ECNs may charge fees for their services, including access fees and transaction fees. The","page_number":52,"box":{"x":59,"y":377,"width":846,"height":12}},{"id":"ebfa276c-8e46-4ac7-80ec-b373546306ca","block_type":"box","text":"transaction fees, which are similar to commissions or markups/markdowns, will generally be charged to clients and, like","page_number":52,"box":{"x":59,"y":392,"width":842,"height":12}},{"id":"abc423af-55a2-41ad-8b5d-c6073b8d7e89","block_type":"box","text":"commissions and markups/markdowns, would generally be included in the cost of the securities purchased. Access fees","page_number":52,"box":{"x":59,"y":407,"width":846,"height":12}},{"id":"bf433d8f-af5b-4935-972f-556306b47570","block_type":"box","text":"may be paid by BlackRock even though incurred in connection with executing transactions on behalf of clients, including the","page_number":52,"box":{"x":60,"y":422,"width":871,"height":12}},{"id":"8e4adbb0-452f-45cb-b198-8ae571d2f5a0","block_type":"box","text":"Funds. In certain circumstances, ECNs may offer volume discounts that will reduce the access fees typically paid by","page_number":52,"box":{"x":60,"y":437,"width":805,"height":12}},{"id":"7c89c640-429c-40c8-9dea-d5654166c064","block_type":"box","text":"BlackRock. BlackRock will only utilize ECNs consistent with its obligation to seek to obtain best execution in client","page_number":52,"box":{"x":60,"y":452,"width":793,"height":12}},{"id":"f6d2b0d1-379e-4d70-85b0-7e78a48c3d41","block_type":"box","text":"transactions.","page_number":52,"box":{"x":59,"y":468,"width":89,"height":9}},{"id":"81185140-1735-4264-b975-a4b884addc25","block_type":"box","text":"BlackRock owns a minority interest in, and is a member of, Members Exchange (“MEMX”), a newly created U.S. stock","page_number":52,"box":{"x":60,"y":494,"width":821,"height":12}},{"id":"fd5b2ffc-7ac9-4196-b5c9-9f8711b2b330","block_type":"box","text":"exchange. Transactions for a Fund may be executed on MEMX if third party brokers select MEMX as the appropriate venue","page_number":52,"box":{"x":59,"y":509,"width":859,"height":12}},{"id":"f2a2243b-9905-4af6-8f34-85321fdf26e0","block_type":"box","text":"for execution of orders placed by BlackRock traders on behalf of client portfolios. In addition, transactions in ETF shares may","page_number":52,"box":{"x":59,"y":524,"width":870,"height":12}},{"id":"fffc78f8-a3e8-477a-8534-1b033729ea5c","block_type":"box","text":"be executed on MEMX if third party brokers select MEMX as the appropriate venue for the execution of such orders.","page_number":52,"box":{"x":60,"y":539,"width":810,"height":12}},{"id":"a4dbfc2f-f482-4e37-b7ea-c69286800a64","block_type":"box","text":"BlackRock has adopted policies and procedures designed to prevent conflicts of interest from influencing proxy voting","page_number":52,"box":{"x":60,"y":566,"width":825,"height":12}},{"id":"0cd49320-c091-40ca-935c-37d8636d4f8e","block_type":"box","text":"decisions that it makes on behalf of advisory clients, including the Funds, and to help ensure that such decisions are made in","page_number":52,"box":{"x":59,"y":581,"width":872,"height":12}},{"id":"8f0ac332-6f2b-4e3b-bc08-60003ad8b4bf","block_type":"box","text":"accordance with BlackRock’s fiduciary obligations to its clients. Nevertheless, notwithstanding such proxy voting policies and","page_number":52,"box":{"x":59,"y":596,"width":876,"height":12}},{"id":"45123d27-e5ce-4de8-bdb2-2c96d45fb0bb","block_type":"box","text":"procedures, actual proxy voting decisions of BlackRock may have the effect of favoring the interests of other clients or","page_number":52,"box":{"x":59,"y":611,"width":824,"height":12}},{"id":"3497aeaa-fd19-4069-8e41-444701113ae1","block_type":"box","text":"businesses of other divisions or units of BlackRock, provided that BlackRock believes such voting decisions to be in","page_number":52,"box":{"x":60,"y":626,"width":801,"height":12}},{"id":"1b8292c1-ddcf-45bd-9b10-28b6eac26dc2","block_type":"box","text":"accordance with its fiduciary obligations. For a more detailed discussion of these policies and procedures, see “Proxy Voting","page_number":52,"box":{"x":59,"y":641,"width":866,"height":12}},{"id":"f44f8cc7-7b1e-4747-8628-ae09690244a7","block_type":"box","text":"Policies.”","page_number":52,"box":{"x":60,"y":656,"width":60,"height":10}},{"id":"365d2824-cf19-4142-a6e2-0ed1c5f7bdd1","block_type":"box","text":"It is also possible that, from time to time, BlackRock and /or its advisory clients (including other funds and separately","page_number":52,"box":{"x":60,"y":683,"width":819,"height":12}},{"id":"8080ac8a-e09f-4590-9b21-9f3a7ae26cf5","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":52,"box":{"x":60,"y":698,"width":874,"height":12}},{"id":"9e26ef9b-d3e2-4db7-a88b-12f361dff809","block_type":"box","text":"assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce","page_number":52,"box":{"x":59,"y":713,"width":861,"height":12}},{"id":"2d28c59d-6635-4bf6-b555-d1c048f89ac5","block_type":"box","text":"the Fund’s expense ratio.","page_number":52,"box":{"x":59,"y":728,"width":174,"height":12}},{"id":"0be55370-1c14-4ed0-8ed6-56904366176b","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":52,"box":{"x":60,"y":754,"width":854,"height":13}},{"id":"40ae9399-511d-4c34-bf20-57f8f0bb9cd7","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":52,"box":{"x":59,"y":770,"width":840,"height":12}},{"id":"55c94c35-f55a-4ac4-b531-8b83aa1bac17","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":52,"box":{"x":59,"y":785,"width":856,"height":12}},{"id":"1649d7a0-9cfd-4f8d-8b81-8a2807060888","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":52,"box":{"x":59,"y":800,"width":822,"height":12}},{"id":"8ae9434b-ef7a-46c5-b4e4-15a3b80b1710","block_type":"box","text":"liquidity, investment flexibility, portfolio diversification, expense ratio or ability to comply with the listing requirements for the","page_number":52,"box":{"x":60,"y":815,"width":871,"height":12}},{"id":"0707bacc-6bb4-4b88-a1b6-9ae94a8089c6","block_type":"box","text":"Fund.","page_number":52,"box":{"x":60,"y":830,"width":37,"height":10}},{"id":"6db86715-076d-4ca3-a3d4-4a1b7eefe95c","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":52,"box":{"x":60,"y":857,"width":828,"height":12}},{"id":"665e2d5e-7089-47f0-9c6e-4015e8eb2f5e","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":52,"box":{"x":59,"y":872,"width":858,"height":12}},{"id":"534364c9-ffbe-4aae-9426-af36ba620e2a","block_type":"box","text":"entities for which BlackRock provides and is compensated for cash management services relating to the proceeds from the","page_number":52,"box":{"x":59,"y":887,"width":861,"height":12}},{"id":"b6fd8cb7-aa8e-4bff-8807-7901684d60ba","block_type":"box","text":"40","page_number":52,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"536a8857-7484-47aa-b0bb-9b8effe8d8f6","block_type":"box","text":"sale of such issuances. In making investment decisions for a Fund, BlackRock is not permitted to obtain or use material non","page_number":53,"box":{"x":59,"y":67,"width":870,"height":12}},{"id":"22af57bb-11b5-4e9b-b661-4fb88cc3023f","block_type":"box","text":"public information acquired by any unit of BlackRock, in the course of these activities. In addition, from time to time, the","page_number":53,"box":{"x":59,"y":82,"width":840,"height":12}},{"id":"c3ebd8a1-b0e0-4dad-a19c-65f2410554d1","block_type":"box","text":"activities of BlackRock may limit a Fund’s flexibility in purchases and sales of securities. As indicated below, BlackRock may","page_number":53,"box":{"x":59,"y":97,"width":860,"height":12}},{"id":"c0e9f1a3-a684-448c-b1d1-90e5329b21a6","block_type":"box","text":"engage in transactions with companies in which BlackRock-advised funds or other clients of BlackRock have an investment.","page_number":53,"box":{"x":59,"y":112,"width":867,"height":12}},{"id":"39543085-d5f6-48a3-9398-039515ed54ab","block_type":"box","text":"BlackRock and its personnel and other financial service providers may have interests in promoting sales of the Funds. With","page_number":53,"box":{"x":60,"y":138,"width":855,"height":13}},{"id":"8a10101b-76f1-47d0-a1e8-bae2b1ecc2c5","block_type":"box","text":"respect to BlackRock and its personnel, the remuneration and profitability relating to services to and sales of the Funds or","page_number":53,"box":{"x":60,"y":154,"width":849,"height":12}},{"id":"a7cac511-e042-496a-adfc-f0caafb05385","block_type":"box","text":"other products may be greater than remuneration and profitability relating to services to and sales of certain funds or other","page_number":53,"box":{"x":59,"y":169,"width":863,"height":12}},{"id":"0da57e5b-5d8d-4ab8-80cf-80d233398089","block_type":"box","text":"products that might be provided or offered. BlackRock and its sales personnel may directly or indirectly receive a portion of","page_number":53,"box":{"x":59,"y":184,"width":860,"height":12}},{"id":"b41589bf-f01b-4cc4-be43-034b10f30d24","block_type":"box","text":"the fees and commissions charged to the Funds or their shareholders. BlackRock and its advisory or other personnel may","page_number":53,"box":{"x":59,"y":199,"width":849,"height":12}},{"id":"c36e0426-8379-41cb-abeb-abffc5b97347","block_type":"box","text":"also benefit from increased amounts of assets under management. Fees and commissions may also be higher than for other","page_number":53,"box":{"x":59,"y":214,"width":872,"height":12}},{"id":"4a03a5b5-a6d6-4514-a73f-4b58c2ee97c7","block_type":"box","text":"products or services, and the remuneration and profitability to BlackRock and such personnel resulting from transactions on","page_number":53,"box":{"x":59,"y":229,"width":869,"height":12}},{"id":"88b907dd-ffeb-45f5-a38e-4da31e17da02","block_type":"box","text":"behalf of or management of the Funds may be greater than the remuneration and profitability resulting from other funds or","page_number":53,"box":{"x":60,"y":244,"width":865,"height":13}},{"id":"1fcf5fc8-9cd6-4168-9eb4-0685f95eb2c0","block_type":"box","text":"products.","page_number":53,"box":{"x":59,"y":259,"width":65,"height":13}},{"id":"70b2abf6-0ff6-4104-bcf0-1e8298cc0379","block_type":"box","text":"Third parties, including service providers to BlackRock or the Fund, may sponsor events (including, but not limited to,","page_number":53,"box":{"x":59,"y":286,"width":820,"height":12}},{"id":"865b7dbb-27cf-47a7-9c03-f30f89eca625","block_type":"box","text":"marketing and promotional activities and presentations, educational training programs and conferences) for registered","page_number":53,"box":{"x":60,"y":301,"width":832,"height":12}},{"id":"44a4abe3-0c89-478f-b597-c86264f25b78","block_type":"box","text":"representatives, other professionals and individual investors. There is a potential conflict of interest as such sponsorships","page_number":53,"box":{"x":60,"y":316,"width":845,"height":12}},{"id":"d837c14e-77ae-4021-9389-e3c616c88182","block_type":"box","text":"may defray the costs of such activities to BlackRock, and may provide an incentive to BlackRock to retain such third parties to","page_number":53,"box":{"x":60,"y":331,"width":876,"height":13}},{"id":"fe1d0252-34b7-493a-bdca-d8ed82e6559c","block_type":"box","text":"provide services to the Fund.","page_number":53,"box":{"x":59,"y":346,"width":200,"height":13}},{"id":"2565015e-e9a4-4b8d-84f2-3a39314ab139","block_type":"box","text":"BlackRock may provide valuation assistance to certain clients with respect to certain securities or other investments and the","page_number":53,"box":{"x":60,"y":373,"width":867,"height":12}},{"id":"8cf6deeb-e7ee-4222-86fd-a2b966f6ffd3","block_type":"box","text":"valuation recommendations made for such clients’ accounts may differ from the valuations for the same securities or","page_number":53,"box":{"x":59,"y":388,"width":821,"height":12}},{"id":"0daef28d-80b2-48e7-b62a-b6834bba748d","block_type":"box","text":"investments assigned by a Fund’s pricing vendors, especially if such valuations are based on broker-dealer quotes or other","page_number":53,"box":{"x":60,"y":403,"width":854,"height":12}},{"id":"f5a774ae-ff82-43d8-a6b1-4887f982a433","block_type":"box","text":"data sources unavailable to the Fund’s pricing vendors. While BlackRock will generally communicate its valuation information","page_number":53,"box":{"x":59,"y":418,"width":877,"height":12}},{"id":"4e8df9e5-3762-4e9d-9672-52b671afdbc1","block_type":"box","text":"or determinations to a Fund’s pricing vendors and/or fund accountants, there may be instances where the Fund’s pricing","page_number":53,"box":{"x":59,"y":433,"width":849,"height":13}},{"id":"0d44f3f4-77f1-49d7-a838-2e7a8a4d0745","block_type":"box","text":"vendors or fund accountants assign a different valuation to a security or other investment than the valuation for such","page_number":53,"box":{"x":59,"y":448,"width":821,"height":13}},{"id":"6c30bdee-0fa3-4b98-bac1-0b936fba46fe","block_type":"box","text":"security or investment determined or recommended by BlackRock.","page_number":53,"box":{"x":59,"y":463,"width":466,"height":13}},{"id":"341987db-16ee-4bf3-a9df-882697bdc8ab","block_type":"box","text":"As disclosed in more detail in “Determination of Net Asset Value” in this SAI, when market quotations are not readily","page_number":53,"box":{"x":59,"y":490,"width":816,"height":12}},{"id":"c4e37f2b-4a56-40f3-96e1-8cc52a2771c7","block_type":"box","text":"available or are believed by BlackRock to be unreliable, a Fund’s investments are valued at fair value by BlackRock. BlackRock","page_number":53,"box":{"x":59,"y":505,"width":869,"height":12}},{"id":"f60a7335-1bf1-48e2-b598-281aee9617c8","block_type":"box","text":"has been designated as the Fund’s valuation designee pursuant to Rule 2a-5 under the Investment Company Act and acts","page_number":53,"box":{"x":60,"y":520,"width":851,"height":12}},{"id":"5178281d-3b82-4df6-8b75-7d41f222040c","block_type":"box","text":"through BlackRock’s Rule 2a-5 Committee (the “2a-5 Committee”), with assistance from other BlackRock pricing committees","page_number":53,"box":{"x":59,"y":535,"width":879,"height":13}},{"id":"a07e297c-7c79-4f3d-ad32-2c408fde9fa8","block_type":"box","text":"and in accordance with BlackRock’s policies and procedures (the “Valuation Procedures”). When determining a “fair value","page_number":53,"box":{"x":59,"y":550,"width":854,"height":13}},{"id":"5ba9fe5a-37fe-4f78-9326-c999c7b204ea","block_type":"box","text":"price,” the 2a-5 Committee seeks to determine the price that a Fund might reasonably expect to receive from the current sale","page_number":53,"box":{"x":59,"y":566,"width":878,"height":12}},{"id":"b5513df1-93d6-4c8a-a483-e2a7337066d5","block_type":"box","text":"of that asset or liability in an arm’s-length transaction. The price generally may not be determined based on what a Fund","page_number":53,"box":{"x":59,"y":581,"width":844,"height":12}},{"id":"60695f44-f63b-4e52-b0f6-262dc8c3bd7c","block_type":"box","text":"might reasonably expect to receive for selling an asset or liability at a later time or if it holds the asset or liability to maturity.","page_number":53,"box":{"x":60,"y":596,"width":863,"height":12}},{"id":"2844214d-60b1-48e9-b47c-54d13fb8cc20","block_type":"box","text":"While fair value determinations will be based upon all available factors that BlackRock deems relevant at the time of the","page_number":53,"box":{"x":59,"y":611,"width":835,"height":12}},{"id":"13fb5218-d64e-496f-a3f4-204be103e7e5","block_type":"box","text":"determination, and may be based on analytical values determined by BlackRock using proprietary or third party valuation","page_number":53,"box":{"x":59,"y":626,"width":846,"height":12}},{"id":"166e0821-ae0b-4527-b844-2276674c88ed","block_type":"box","text":"models, fair value represents only a good faith approximation of the value of an asset or liability. The fair value of one or more","page_number":53,"box":{"x":60,"y":641,"width":876,"height":12}},{"id":"4c2762e0-9858-4638-a568-a7f89af272fb","block_type":"box","text":"assets or liabilities may not, in retrospect, be the price at which those assets or liabilities could have been sold during the","page_number":53,"box":{"x":59,"y":656,"width":843,"height":13}},{"id":"51b38e6d-7684-43a8-9dca-caffd6961ca0","block_type":"box","text":"period in which the particular fair values were used in determining a Fund’s NAV. As a result, a Fund’s sale or redemption of","page_number":53,"box":{"x":59,"y":671,"width":865,"height":13}},{"id":"9b7a2668-f3ab-4ed4-b9ae-e530a3826d27","block_type":"box","text":"its shares at NAV, at a time when a holding or holdings are valued by the 2a-5 Committee at fair value, may have the effect of","page_number":53,"box":{"x":60,"y":686,"width":873,"height":13}},{"id":"1e64fbb9-ab5d-4622-834d-ab5b4b0a7e89","block_type":"box","text":"diluting or increasing the economic interest of existing shareholders and may affect the amount of revenue received by","page_number":53,"box":{"x":59,"y":702,"width":832,"height":12}},{"id":"f3636461-a19a-4fdc-8372-190a865e149d","block_type":"box","text":"BlackRock with respect to services for which it receives an asset-based fee.","page_number":53,"box":{"x":60,"y":717,"width":522,"height":12}},{"id":"3f31989e-1cb0-4eb1-8bcc-984b9eca36d2","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":53,"box":{"x":59,"y":743,"width":847,"height":12}},{"id":"0344113e-995d-4068-a997-4408442083d9","block_type":"box","text":"market fund or similarly-managed private fund advised or managed by BlackRock. In connection with any such investments,","page_number":53,"box":{"x":60,"y":758,"width":870,"height":13}},{"id":"1b6106f4-3821-4349-a523-cff86129afb2","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":53,"box":{"x":59,"y":773,"width":857,"height":13}},{"id":"ad386106-37b1-4566-8c9d-f237abb5cfa3","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":53,"box":{"x":59,"y":788,"width":832,"height":13}},{"id":"d9d4ddb1-adf3-42a0-8225-6519cb940695","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":53,"box":{"x":60,"y":815,"width":866,"height":12}},{"id":"eb7c0404-3374-45ca-a310-337184a840aa","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":53,"box":{"x":59,"y":830,"width":865,"height":12}},{"id":"7ee5b364-99e8-475c-8052-51764daa9fa7","block_type":"box","text":"investment strategies or constraints, positions may be taken by directors, officers and employees of BlackRock that are the","page_number":53,"box":{"x":60,"y":845,"width":855,"height":13}},{"id":"c418cb44-55b8-473a-8ef1-09b7da5e6803","block_type":"box","text":"same, different from or made at different times than positions taken for the Fund. To lessen the possibility that a Fund will be","page_number":53,"box":{"x":59,"y":860,"width":873,"height":13}},{"id":"dcd88b37-8beb-40a8-8381-7fa60063aad4","block_type":"box","text":"adversely affected by this personal trading, the Fund, BRIL and BlackRock each have adopted a Code of Ethics in compliance","page_number":53,"box":{"x":59,"y":875,"width":868,"height":13}},{"id":"17385e5e-450b-4cbf-9310-986b3e3b707e","block_type":"box","text":"41","page_number":53,"box":{"x":490,"y":916,"width":14,"height":9}},{"id":"0a1cb468-38d8-49a3-88b9-1c4edc82ae50","block_type":"box","text":"with Section 17(j) of the Investment Company Act that restricts securities trading in the personal accounts of investment","page_number":54,"box":{"x":59,"y":67,"width":846,"height":12}},{"id":"5400e67a-f559-4c45-a753-872360ce96c7","block_type":"box","text":"professionals and others who normally come into possession of information regarding the Fund’s portfolio transactions.","page_number":54,"box":{"x":59,"y":82,"width":841,"height":12}},{"id":"675c108e-eeaf-4b3f-ba65-0ed303bb4c21","block_type":"box","text":"Each Code of Ethics is also available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov, and copies","page_number":54,"box":{"x":60,"y":97,"width":850,"height":12}},{"id":"7a1d386f-8c06-413e-8b22-b009b4abbff8","block_type":"box","text":"may be obtained, after paying a duplicating fee, by e-mail at publicinfo@sec.gov.","page_number":54,"box":{"x":60,"y":112,"width":562,"height":12}},{"id":"0c1ce165-f669-4367-856b-c27d7af7e939","block_type":"box","text":"BlackRock will not purchase securities or other property from, or sell securities or other property to, a Fund, except that the","page_number":54,"box":{"x":60,"y":138,"width":860,"height":13}},{"id":"a8385c49-b119-44c7-b082-70ab3bb6bea7","block_type":"box","text":"Fund may in accordance with rules or guidance adopted under the Investment Company Act engage in transactions with","page_number":54,"box":{"x":60,"y":154,"width":847,"height":12}},{"id":"9d40ffc6-c01b-478b-8948-ede9b122e018","block_type":"box","text":"another Fund or accounts that are affiliated with the Fund as a result of common officers, directors, or investment advisers or","page_number":54,"box":{"x":59,"y":169,"width":878,"height":11}},{"id":"2451f45f-5086-495d-9f8d-4e1ac97e77bc","block_type":"box","text":"pursuant to exemptive orders granted to the Funds and/or BlackRock by the SEC. These transactions would be effected in","page_number":54,"box":{"x":59,"y":184,"width":852,"height":12}},{"id":"1a8017fe-b1b0-4e07-bf37-68f082c85960","block_type":"box","text":"circumstances in which BlackRock determined that it would be appropriate for the Fund to purchase and another client of","page_number":54,"box":{"x":59,"y":199,"width":856,"height":12}},{"id":"777cd904-5df5-4f74-b310-38fa69a2fd8b","block_type":"box","text":"BlackRock to sell, or the Fund to sell and another client of BlackRock to purchase, the same security or instrument on the","page_number":54,"box":{"x":60,"y":214,"width":846,"height":12}},{"id":"0a8721c4-30bc-4a8f-b10f-2e9e49e4174c","block_type":"box","text":"same day. From time to time, the activities of a Fund may be restricted because of regulatory requirements applicable to","page_number":54,"box":{"x":59,"y":229,"width":840,"height":12}},{"id":"ff3fd48b-94f3-4485-816c-19e6147aa4a3","block_type":"box","text":"BlackRock and/or BlackRock’s internal policies designed to comply with, limit the applicability of, or otherwise relate to such","page_number":54,"box":{"x":60,"y":244,"width":869,"height":13}},{"id":"0f046e8d-4675-48de-a013-790f8f819457","block_type":"box","text":"requirements. A client not advised by BlackRock would not be subject to some of those considerations. There may be periods","page_number":54,"box":{"x":60,"y":259,"width":876,"height":13}},{"id":"59ba46b6-b78e-434c-bb6e-6ae1a89add8d","block_type":"box","text":"when BlackRock may not initiate or recommend certain types of transactions, or may otherwise restrict or limit its advice in","page_number":54,"box":{"x":59,"y":274,"width":863,"height":13}},{"id":"c14bb233-5591-4050-824d-8310d91bab1f","block_type":"box","text":"certain securities or instruments issued by or related to companies for which BlackRock is performing advisory or other","page_number":54,"box":{"x":59,"y":290,"width":835,"height":12}},{"id":"817b5b89-8ad2-4352-b804-4c19775c5a4d","block_type":"box","text":"services or has proprietary positions. For example, when BlackRock is engaged to provide advisory or risk management","page_number":54,"box":{"x":59,"y":305,"width":834,"height":12}},{"id":"879fedae-c6da-4973-a23d-2368847d9601","block_type":"box","text":"services for a company, BlackRock may be prohibited from or limited in purchasing or selling securities of that company on","page_number":54,"box":{"x":59,"y":320,"width":859,"height":12}},{"id":"3076bf97-0e7c-4f63-a58f-6f5885eca09c","block_type":"box","text":"behalf of a Fund, particularly where such services result in BlackRock obtaining material non-public information about the","page_number":54,"box":{"x":60,"y":335,"width":853,"height":12}},{"id":"e6461072-8022-4c21-90e7-c73eeb2b1501","block_type":"box","text":"company (","page_number":54,"box":{"x":59,"y":350,"width":74,"height":12}},{"id":"52074f11-1beb-4550-8f0f-8a1a93b4640d","block_type":"box","text":"e.g","page_number":54,"box":{"x":134,"y":353,"width":20,"height":9}},{"id":"fc342cf3-83db-49dd-b35b-b3c4df8407aa","block_type":"box","text":"., in connection with participation in a creditors’ committee). Similar situations could arise if personnel of","page_number":54,"box":{"x":155,"y":350,"width":736,"height":12}},{"id":"929d1a8b-f278-4217-83a7-4a6031624b83","block_type":"box","text":"BlackRock serve as directors of companies the securities of which the Funds wish to purchase or sell. However, if permitted","page_number":54,"box":{"x":60,"y":365,"width":860,"height":13}},{"id":"c69b7603-944f-4635-9bc0-81da64a065c4","block_type":"box","text":"by applicable law, and where consistent with BlackRock’s policies and procedures (including the necessary implementation","page_number":54,"box":{"x":60,"y":380,"width":860,"height":13}},{"id":"60fe2cf4-c6f6-4263-b111-252f8465ebe5","block_type":"box","text":"of appropriate information barriers), the Funds may purchase securities or instruments that are issued by such companies,","page_number":54,"box":{"x":59,"y":395,"width":858,"height":13}},{"id":"1400531b-4a00-45df-b1f5-d0fae0fa2ebd","block_type":"box","text":"are the subject of an advisory or risk management assignment by BlackRock, or where personnel of BlackRock are directors","page_number":54,"box":{"x":59,"y":411,"width":864,"height":12}},{"id":"6a41fff3-1388-4fba-9a38-bd7645c25231","block_type":"box","text":"or officers of the issuer.","page_number":54,"box":{"x":59,"y":426,"width":162,"height":9}},{"id":"0d121199-9488-4766-830e-c2d3b8a78ad2","block_type":"box","text":"BlackRock has adopted and implemented policies and procedures that are designed to address potential conflicts that arise","page_number":54,"box":{"x":60,"y":452,"width":863,"height":12}},{"id":"d2b13a9c-281f-43fe-87c4-25f6c813ee8c","block_type":"box","text":"in connection with the advisory services BlackRock provides to Funds and other clients. Certain BlackRock advisory personnel","page_number":54,"box":{"x":60,"y":467,"width":877,"height":13}},{"id":"40ff02f3-5bf2-4b79-abcc-38d71990908e","block_type":"box","text":"may take views, and make decisions or recommendations, that are different than or opposite those of other BlackRock","page_number":54,"box":{"x":60,"y":482,"width":828,"height":13}},{"id":"4f21250b-4ca3-43cb-91a9-37dc2fa2ae92","block_type":"box","text":"advisory personnel. Certain portfolio management teams within BlackRock may make decisions or take (or refrain from","page_number":54,"box":{"x":59,"y":497,"width":835,"height":13}},{"id":"6451f04d-e85e-4b43-8e58-a8332eefc444","block_type":"box","text":"taking) actions with respect to clients they advise in a manner different than or adverse to the decisions made or the actions","page_number":54,"box":{"x":59,"y":513,"width":870,"height":12}},{"id":"75f58976-2d0b-4d91-9b5a-706a7193676d","block_type":"box","text":"taken (or not taken) by the Funds’ portfolio management teams. The various portfolio management teams may not share","page_number":54,"box":{"x":59,"y":528,"width":852,"height":12}},{"id":"2600d04c-4a66-43b2-9262-bba4d217c7d5","block_type":"box","text":"information with each other, including as a result of certain information barriers and other policies, and will not have any","page_number":54,"box":{"x":60,"y":543,"width":843,"height":12}},{"id":"90ae7008-57d7-4745-bb09-743ca3ba8048","block_type":"box","text":"obligation or other duty to do so.","page_number":54,"box":{"x":59,"y":558,"width":230,"height":12}},{"id":"21e36c49-a946-4e37-941d-c4d3f88c9abd","block_type":"box","text":"BlackRock has established certain information barriers and other policies to address the sharing of information between","page_number":54,"box":{"x":60,"y":584,"width":838,"height":13}},{"id":"9c1720dd-cb6f-4364-844f-19c5efe0ef03","block_type":"box","text":"different businesses within BlackRock, including, effective on or about January 21, 2025, with respect to personnel responsible","page_number":54,"box":{"x":59,"y":600,"width":880,"height":12}},{"id":"4e390bdb-74da-40bd-83f2-c3bdae66f49f","block_type":"box","text":"with managing portfolios and voting proxies with respect to certain index equity portfolios versus those responsible for","page_number":54,"box":{"x":59,"y":615,"width":834,"height":12}},{"id":"c966be26-9901-47d9-96ef-0ffd96d6a007","block_type":"box","text":"managing portfolios and voting proxies with respect to all other portfolios. As a result of information barriers, certain units of","page_number":54,"box":{"x":60,"y":630,"width":875,"height":12}},{"id":"11a6fb2e-5251-4dca-829d-88307601efce","block_type":"box","text":"BlackRock generally will not have access, or will have limited access, to certain information and personnel, including senior","page_number":54,"box":{"x":60,"y":645,"width":858,"height":12}},{"id":"13c96897-c141-4a7e-9ddd-ff4fecc8e37e","block_type":"box","text":"personnel, in other units of BlackRock, and generally will not manage the Funds with the benefit of information possessed by","page_number":54,"box":{"x":59,"y":660,"width":875,"height":12}},{"id":"751d27ff-0c7d-4972-be01-4b0d5b910f3e","block_type":"box","text":"such other units. Therefore, BlackRock may not be able to review potential investments for the Funds with the benefit of","page_number":54,"box":{"x":59,"y":675,"width":842,"height":12}},{"id":"00a45c43-bcf8-4a72-bfe8-f1fafebe2f31","block_type":"box","text":"information held by certain areas of BlackRock.","page_number":54,"box":{"x":60,"y":690,"width":327,"height":13}},{"id":"92a30a3f-0d96-4cdb-9c63-4cd3e065d69b","block_type":"box","text":"BlackRock may determine to move certain personnel, businesses, or business units from one side of an information barrier to","page_number":54,"box":{"x":60,"y":717,"width":875,"height":12}},{"id":"10160c3a-9c53-48a8-817a-7a289056b1a4","block_type":"box","text":"the other side of the information barrier. In connection therewith, BlackRock personnel, businesses, and business units that","page_number":54,"box":{"x":59,"y":732,"width":862,"height":12}},{"id":"71f07fce-7015-445f-9d33-2db05cb97c8b","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":54,"box":{"x":59,"y":747,"width":872,"height":12}},{"id":"b20537f0-e00a-4d77-971a-368087e87515","block_type":"box","text":"they were moved. Information obtained in connection with such changes to information barriers may limit or restrict the","page_number":54,"box":{"x":59,"y":762,"width":844,"height":12}},{"id":"c8cc8079-111f-4c24-921f-72aecbe60ee1","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":54,"box":{"x":59,"y":777,"width":840,"height":13}},{"id":"4bf3af2e-3217-45f2-8fcb-26f23d88374e","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":54,"box":{"x":59,"y":792,"width":846,"height":13}},{"id":"e578c880-8155-42f3-a6ee-a0c94802854d","block_type":"box","text":"barrier). Information barriers may not have their intended impact due to, for example, changes in applicable law or","page_number":54,"box":{"x":60,"y":807,"width":799,"height":13}},{"id":"3e8e597f-2852-413b-93b9-af9017816d8f","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":54,"box":{"x":60,"y":823,"width":855,"height":12}},{"id":"e1257c62-7a12-4332-a9f7-80e885f196c5","block_type":"box","text":"personnel on the other side of a barrier.","page_number":54,"box":{"x":59,"y":838,"width":275,"height":12}},{"id":"e467299e-f810-46d9-9322-aadaa602fc93","block_type":"box","text":"Although the information barriers are intended to allow for independent portfolio management decision making and proxy","page_number":54,"box":{"x":59,"y":864,"width":860,"height":12}},{"id":"4474de22-e2a6-4a0c-b6c7-ec99d4633949","block_type":"box","text":"voting among certain BlackRock businesses, the investment activities of BlackRock for BlackRock clients, as well as","page_number":54,"box":{"x":59,"y":879,"width":803,"height":13}},{"id":"7f571d73-7087-49a7-8311-efc86687334c","block_type":"box","text":"42","page_number":54,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"c330353e-18e2-426c-9368-40951a7a00fa","block_type":"box","text":"BlackRock’s proprietary accounts, may nonetheless limit the investment strategies and rights of other clients (including the","page_number":55,"box":{"x":60,"y":67,"width":861,"height":12}},{"id":"9491cd16-e85d-4564-8073-99c7d4825cf0","block_type":"box","text":"Funds). As BlackRock’s assets under management increases, BlackRock clients may face greater negative impacts due to","page_number":55,"box":{"x":60,"y":82,"width":845,"height":12}},{"id":"c75e0a9b-3777-48d5-8fcb-2506bca73ec4","block_type":"box","text":"ownership restrictions and limitations imposed by laws, regulations, rules, regulators, or issuers. For example, in certain","page_number":55,"box":{"x":59,"y":97,"width":835,"height":12}},{"id":"5df95f4f-e719-4526-aebb-a1684bbdd2b5","block_type":"box","text":"circumstances where a BlackRock client invests in securities issued by companies that operate in certain industries (","page_number":55,"box":{"x":59,"y":112,"width":812,"height":12}},{"id":"dc6887a7-2fd4-42e8-ba66-ab5a7754572d","block_type":"box","text":"e.g","page_number":55,"box":{"x":872,"y":115,"width":20,"height":9}},{"id":"57da28c1-88aa-43f5-8ce9-eaa8f3e9f8b3","block_type":"box","text":".,","page_number":55,"box":{"x":893,"y":120,"width":6,"height":3}},{"id":"25900e22-75cb-4e89-a332-b6dbe60e8b22","block_type":"box","text":"banking, insurance, and utilities) or in certain emerging or international markets, or are subject to regulatory or corporate","page_number":55,"box":{"x":60,"y":127,"width":848,"height":12}},{"id":"760385e4-9874-4af8-bbc3-07ac7a97ee56","block_type":"box","text":"ownership restrictions (","page_number":55,"box":{"x":59,"y":142,"width":165,"height":13}},{"id":"4ad8dce6-7c2a-4d93-9be7-4797717e29a0","block_type":"box","text":"e.g","page_number":55,"box":{"x":226,"y":145,"width":20,"height":10}},{"id":"d21dddf8-4d1c-4d1e-9cfa-064407658056","block_type":"box","text":"., with mechanisms such as poison pills in place to prevent takeovers), or where a BlackRock client","page_number":55,"box":{"x":247,"y":142,"width":688,"height":13}},{"id":"e41d3828-34e7-48ff-9013-fd8fa2902890","block_type":"box","text":"invests in certain futures and derivatives, there may be limits on the aggregate amount invested by BlackRock for its clients","page_number":55,"box":{"x":60,"y":157,"width":857,"height":13}},{"id":"7cf88410-92ac-489c-ac6c-aaa7a0233bb6","block_type":"box","text":"and BlackRock’s proprietary accounts that may not be exceeded without the grant of a license or other regulatory or","page_number":55,"box":{"x":59,"y":172,"width":815,"height":13}},{"id":"e062e1c4-f99a-4da8-acb1-bf2e874d17d1","block_type":"box","text":"corporate approval, order, consent, relief, waiver or non-disapproval or, if exceeded, may cause BlackRock or its clients to be","page_number":55,"box":{"x":59,"y":188,"width":865,"height":12}},{"id":"af765dc6-c872-4ce5-855a-2054671f891a","block_type":"box","text":"subject to enforcement actions, disgorgement of share ownership or profits, regulatory restrictions, complex compliance","page_number":55,"box":{"x":59,"y":203,"width":846,"height":12}},{"id":"7f138304-67c7-4e65-9d16-3994651b7642","block_type":"box","text":"reporting, increased compliance costs or suffer disadvantages or business restrictions. In light of certain restrictions,","page_number":55,"box":{"x":60,"y":218,"width":812,"height":12}},{"id":"8f3271f2-9980-4e99-9ad8-58f1b362a741","block_type":"box","text":"BlackRock may also seek to make indirect investments (","page_number":55,"box":{"x":60,"y":233,"width":389,"height":12}},{"id":"4ce59435-de47-405a-a96a-965bcdf5b3c4","block_type":"box","text":"e.g","page_number":55,"box":{"x":451,"y":236,"width":20,"height":9}},{"id":"d4dd2864-1288-4ae5-93cb-276b3f127b57","block_type":"box","text":"., using derivatives) on behalf of its clients to receive exposure to","page_number":55,"box":{"x":472,"y":233,"width":450,"height":12}},{"id":"25493189-d276-4c13-924b-7a6b4ecbb2a7","block_type":"box","text":"certain securities in excess of the applicable ownership restrictions and limitations when legally permitted that will expose","page_number":55,"box":{"x":59,"y":248,"width":855,"height":12}},{"id":"4e081898-6134-45a0-85cd-2feb44f7c87f","block_type":"box","text":"such clients to additional costs and additional risks, including any risks associated with investing in derivatives. There may be","page_number":55,"box":{"x":59,"y":263,"width":875,"height":12}},{"id":"526cb904-9d8c-44cd-984f-e9649004884e","block_type":"box","text":"limited availability of derivatives that provide indirect exposure to an impacted security. In addition, BlackRock clients can be","page_number":55,"box":{"x":60,"y":278,"width":866,"height":13}},{"id":"f22cb494-f707-459d-819b-d7544551dc73","block_type":"box","text":"subject to more than one ownership limitation depending on each client’s holdings, and each ownership limitation can","page_number":55,"box":{"x":59,"y":293,"width":832,"height":13}},{"id":"99be4fde-f8d4-4a76-b8d5-0cefa5495cbd","block_type":"box","text":"impact multiple securities held by the client. Certain clients or shareholders may have their own overlapping obligations to","page_number":55,"box":{"x":60,"y":308,"width":853,"height":13}},{"id":"1249dde9-8e07-477c-8f4d-dc6b4e98217d","block_type":"box","text":"monitor their compliance with ownership limitations across their investments.","page_number":55,"box":{"x":60,"y":324,"width":546,"height":12}},{"id":"fb3d2c94-0dd8-4c03-9dbd-707e2c65e052","block_type":"box","text":"If certain aggregate ownership thresholds are reached either through the actions of BlackRock or a BlackRock client or as a","page_number":55,"box":{"x":60,"y":350,"width":858,"height":12}},{"id":"8cc8fac2-1b33-4a2d-9ac2-2733b884e649","block_type":"box","text":"result of corporate actions by the issuer, the ability of BlackRock on behalf of clients to purchase or dispose of investments, or","page_number":55,"box":{"x":60,"y":365,"width":877,"height":13}},{"id":"17c04ebc-446d-497a-8e6f-f9525368efd7","block_type":"box","text":"exercise rights (including voting) or undertake business transactions, may be restricted by law, regulation, rule, or","page_number":55,"box":{"x":59,"y":380,"width":794,"height":13}},{"id":"92e5e054-7d29-43b8-bd0b-dd2467accc19","block_type":"box","text":"organizational documents or otherwise impaired. For example, to meet the requirements of an ownership limitation or","page_number":55,"box":{"x":59,"y":395,"width":829,"height":13}},{"id":"7716897f-f87b-46e7-a71c-5d84a11d57f9","block_type":"box","text":"restriction, a client may be unable to purchase or directly hold a security the client would otherwise purchase or hold. The","page_number":55,"box":{"x":60,"y":411,"width":851,"height":12}},{"id":"6de8eb8b-1339-41c8-baad-21afc1c02134","block_type":"box","text":"limitation or restriction may be based on the holdings of other BlackRock clients instead of the specific client being restricted.","page_number":55,"box":{"x":60,"y":426,"width":876,"height":12}},{"id":"92e4a333-df4f-4e7d-8d3b-ac4a97890f22","block_type":"box","text":"For index funds, this means a fund may not be able to track its index as closely as it would if it was not subject to an","page_number":55,"box":{"x":60,"y":441,"width":810,"height":12}},{"id":"4c5723fb-39c5-4423-975e-709cae1237ee","block_type":"box","text":"ownership limitation or restriction because the fund cannot acquire the amount of the impacted security included in its","page_number":55,"box":{"x":59,"y":456,"width":835,"height":12}},{"id":"02d45a86-419e-49bc-8ee8-1e02d1c6eaa3","block_type":"box","text":"index. BlackRock on behalf of its clients may limit purchases, sell existing investments, utilize indirect investments, utilize","page_number":55,"box":{"x":60,"y":471,"width":841,"height":12}},{"id":"0d3aacb3-2ffc-4554-97dc-e5778782d991","block_type":"box","text":"information barriers, or otherwise restrict, forgo, or limit the exercise of rights (including transferring, outsourcing, or limiting","page_number":55,"box":{"x":60,"y":486,"width":873,"height":12}},{"id":"f99ddd45-99d1-4af4-9ec7-99094c366434","block_type":"box","text":"voting rights or forgoing the right to receive dividends) when BlackRock, in its sole discretion, deems it appropriate in light of","page_number":55,"box":{"x":59,"y":501,"width":875,"height":13}},{"id":"9e0b08e0-1b84-4c46-a15a-f541c63199eb","block_type":"box","text":"potential regulatory or other restrictions on ownership or other consequences resulting from reaching investment thresholds.","page_number":55,"box":{"x":59,"y":516,"width":878,"height":13}},{"id":"0ead2748-cf04-40ff-82b0-20ce73152ee6","block_type":"box","text":"These types of restrictions could negatively impact a client’s performance or ability to meet its investment objective.","page_number":55,"box":{"x":59,"y":531,"width":812,"height":13}},{"id":"8ee60772-c69b-4ad7-967d-ce55029baf54","block_type":"box","text":"When BlackRock or a BlackRock client is subject to an ownership limitation, BlackRock may in its discretion seek permission","page_number":55,"box":{"x":59,"y":558,"width":866,"height":12}},{"id":"6ff825bc-5493-4b4a-a63e-463f4a856081","block_type":"box","text":"from the applicable issuers or regulators to exceed the limitation. However, there is no guarantee that permission will be","page_number":55,"box":{"x":59,"y":573,"width":840,"height":12}},{"id":"b9b64956-acb0-4329-b33c-5e54a079b5b2","block_type":"box","text":"granted, or that, once granted, it will not be modified or revoked at a later date with minimal or no notice. The issuer and/or","page_number":55,"box":{"x":59,"y":588,"width":868,"height":13}},{"id":"09e4049c-b3b1-4314-9831-e7f22a70d65e","block_type":"box","text":"regulator may also require that BlackRock on behalf of itself and its clients take or refrain from taking certain actions in","page_number":55,"box":{"x":60,"y":603,"width":829,"height":13}},{"id":"c6b20144-b5d5-466a-9035-42685b944b8b","block_type":"box","text":"connection with the approval, order, consent, relief or non-disapproval, which BlackRock may accept if it believes the benefits","page_number":55,"box":{"x":59,"y":618,"width":877,"height":13}},{"id":"fae2eb9c-9d92-48f9-8c2b-46d2e060e62a","block_type":"box","text":"outweigh the costs and may limit BlackRock from taking actions that it otherwise would take. In those circumstances where","page_number":55,"box":{"x":59,"y":634,"width":869,"height":12}},{"id":"82475f3b-68af-4e5e-aebf-32a2ddcfcd1c","block_type":"box","text":"ownership thresholds or limitations must be observed, BlackRock seeks to allocate limited investment opportunities equitably","page_number":55,"box":{"x":59,"y":649,"width":880,"height":12}},{"id":"ad134a15-08b8-4103-8485-8bf2f16096ff","block_type":"box","text":"among clients, taking into consideration benchmark weight and investment strategy. BlackRock may adopt certain controls","page_number":55,"box":{"x":59,"y":664,"width":863,"height":12}},{"id":"6b60c807-26ef-4366-89d6-f15d8eb8de0f","block_type":"box","text":"designed to prevent the occurrence of a breach of any applicable ownership threshold or limits, including, for example, when","page_number":55,"box":{"x":59,"y":679,"width":874,"height":12}},{"id":"6ba9d6db-f53f-429a-902c-8e042ce7aaef","block_type":"box","text":"ownership in certain securities nears an applicable threshold, BlackRock may limit additional purchases in such securities or,","page_number":55,"box":{"x":59,"y":694,"width":869,"height":12}},{"id":"9566cec6-d7f1-4021-ac15-a2ecf7afeebd","block_type":"box","text":"with respect to ETFs, remove such securities from the list of Deposit Securities to be delivered to the Fund in connection with","page_number":55,"box":{"x":59,"y":709,"width":874,"height":12}},{"id":"d3155436-c743-4e37-91a1-deed80fe31c8","block_type":"box","text":"purchases of Creation Units of such Fund. If client holdings of an issuer exceed an applicable threshold and BlackRock is","page_number":55,"box":{"x":59,"y":724,"width":840,"height":13}},{"id":"65e69311-b3f2-4f38-9503-7d6756e2f98e","block_type":"box","text":"unable to obtain relief to enable the continued holding of such investments, it may be necessary to reduce these positions to","page_number":55,"box":{"x":60,"y":739,"width":871,"height":13}},{"id":"0fed76ca-0b8a-4918-9c4b-b64e3cb0d620","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":55,"box":{"x":60,"y":754,"width":817,"height":13}},{"id":"f2969aa1-29e0-4791-84bb-c7744d52dfd9","block_type":"box","text":"investments will be sold in a manner that BlackRock deems fair and equitable over time.","page_number":55,"box":{"x":60,"y":770,"width":613,"height":12}},{"id":"1bbb0b97-0268-4520-a301-5c648bf649c6","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":55,"box":{"x":59,"y":796,"width":862,"height":12}},{"id":"c3449e9d-960e-4716-a529-c0adf45be21f","block_type":"box","text":"permission to exceed ownership limitations, it may inadvertently breach a limit or violate the corporate or regulatory","page_number":55,"box":{"x":59,"y":811,"width":815,"height":13}},{"id":"837f5a9a-dfbd-45ff-ac93-612e2401dca9","block_type":"box","text":"approval, order, consent, relief or non-disapproval that was obtained.","page_number":55,"box":{"x":59,"y":826,"width":481,"height":13}},{"id":"a51a6158-45f4-4752-b420-4ccd14f56e1e","block_type":"box","text":"In addition to the foregoing, other ownership thresholds may trigger reporting requirements to governmental and regulatory","page_number":55,"box":{"x":60,"y":853,"width":872,"height":12}},{"id":"1a445521-76a7-4724-bc83-9dff1318e535","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":55,"box":{"x":59,"y":868,"width":879,"height":12}},{"id":"7ced4b2b-979b-4c38-8ac8-6f4153d78e7a","block_type":"box","text":"to such security or asset.","page_number":55,"box":{"x":59,"y":883,"width":173,"height":12}},{"id":"5d3dfefb-6fb3-4a52-a12a-a108c483c856","block_type":"box","text":"43","page_number":55,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"dd111689-6b2f-4775-9d94-582395528e3c","block_type":"box","text":"BlackRock may not serve as an Authorized Participant in the creation and redemption of iShares ETFs.","page_number":56,"box":{"x":60,"y":67,"width":710,"height":12}},{"id":"6c2c9e2f-1b8b-4698-91d1-e2667351f9bc","block_type":"box","text":"Under an ETF Services Agreement, the Fund has, when applicable, retained BRIL, an affiliate of BFA, to perform certain order","page_number":56,"box":{"x":60,"y":93,"width":867,"height":12}},{"id":"e0bdb2a7-de50-488a-b768-c11353735ffe","block_type":"box","text":"processing, Authorized Participant communications, and related services in connection with the issuance and redemption of","page_number":56,"box":{"x":59,"y":108,"width":873,"height":13}},{"id":"81e89b5b-111c-4722-9939-827067855853","block_type":"box","text":"Creation Units of the Fund (“ETF Services”). BRIL has engaged Citibank, N.A. (“Citibank”) as a subcontractor to provide","page_number":56,"box":{"x":59,"y":123,"width":832,"height":13}},{"id":"26419e8d-397c-4a89-9bfa-7199be125455","block_type":"box","text":"certain ETF Services. BRIL retains a portion of the standard transaction fee received from Authorized Participants on each","page_number":56,"box":{"x":59,"y":138,"width":846,"height":13}},{"id":"15d5b866-d61a-466a-82dd-e54ccc9181b3","block_type":"box","text":"creation or redemption order from the Authorized Participant for the ETF Services provided. BlackRock collaborated with, and","page_number":56,"box":{"x":59,"y":154,"width":877,"height":12}},{"id":"e3fc6a17-3932-4116-ba08-071aab379faa","block_type":"box","text":"received payment from, Citibank on the design and development of the ETF Services platform. Citibank has, and from time to","page_number":56,"box":{"x":60,"y":169,"width":874,"height":12}},{"id":"ae273bc0-4c40-4631-82c6-e1a1c2ede630","block_type":"box","text":"time may develop, additional relationships with BlackRock or funds managed by BFA and its affiliates.","page_number":56,"box":{"x":59,"y":184,"width":708,"height":12}},{"id":"eba20691-dd6d-40b4-ab29-e5287f7d6c5f","block_type":"box","text":"In order to defray transaction expenses and protect against possible shareholder dilution, the Fund may collect certain fees","page_number":56,"box":{"x":60,"y":210,"width":859,"height":13}},{"id":"7dac82e6-e346-4899-abb2-62c3e7ee80ec","block_type":"box","text":"from Authorized Participants in connection with cash substitutions for creation and redemption transactions. While","page_number":56,"box":{"x":59,"y":225,"width":809,"height":13}},{"id":"8f5ceba2-1f27-41d9-9976-b747f0189939","block_type":"box","text":"BlackRock uses good faith estimates of the expected costs to the Fund in determining the rates for fees collected by the Fund","page_number":56,"box":{"x":60,"y":240,"width":876,"height":13}},{"id":"503c41ec-75c5-4a31-8af5-6fb1780b129f","block_type":"box","text":"related to creation and redemption activity, BlackRock may have incentives to improve Fund performance through the","page_number":56,"box":{"x":60,"y":256,"width":823,"height":12}},{"id":"898606af-91ab-461a-8f20-ed20c792cd2c","block_type":"box","text":"collection of these fees. As these charges are based on estimates, where the charges exceed actual transaction-related costs","page_number":56,"box":{"x":59,"y":271,"width":870,"height":12}},{"id":"180703b4-caa3-46ea-b576-8bcd3eb431e2","block_type":"box","text":"and/or expenses incurred by the Fund, Fund performance could improve as a result. BlackRock has established processes to","page_number":56,"box":{"x":59,"y":286,"width":870,"height":12}},{"id":"2714efe7-98c3-474b-b3d0-da0eb9c28702","block_type":"box","text":"oversee the determination of these estimates in an effort to mitigate this conflict.","page_number":56,"box":{"x":59,"y":301,"width":566,"height":12}},{"id":"83b3c521-c328-40d1-b30a-e8c96cac99fd","block_type":"box","text":"BlackRock may maintain securities indices. To the extent permitted by applicable laws, the Funds may seek to license and use","page_number":56,"box":{"x":60,"y":327,"width":877,"height":13}},{"id":"64e4f48c-867f-4f9e-99ab-c8cec1666b92","block_type":"box","text":"such indices as part of their investment strategy. Index based funds that seek to track the performance of securities indices","page_number":56,"box":{"x":59,"y":343,"width":860,"height":12}},{"id":"c9cf171b-a16c-46ea-b8cf-197d0db411b7","block_type":"box","text":"also may use the name of the index or index provider in the fund name. Index providers, including BlackRock (to the extent","page_number":56,"box":{"x":59,"y":358,"width":861,"height":12}},{"id":"b606e2ac-a4bf-4858-b2f5-1c0a5c7c7320","block_type":"box","text":"permitted by applicable law), may be paid licensing fees for use of their index or index name. In instances where BlackRock","page_number":56,"box":{"x":59,"y":373,"width":860,"height":12}},{"id":"4d6e8e05-7c16-4626-a17a-6d149bd25b32","block_type":"box","text":"charges a unitary management fee, BlackRock may have a financial incentive to use a BlackRock index that is less costly to","page_number":56,"box":{"x":59,"y":388,"width":857,"height":12}},{"id":"df7c4af6-8ace-4d42-928a-0144219ec59e","block_type":"box","text":"BlackRock than a third party index. BlackRock may benefit from the Funds using BlackRock indices by creating increasing","page_number":56,"box":{"x":60,"y":403,"width":846,"height":12}},{"id":"d6b15e93-e720-453d-b1a1-bb3493d88e28","block_type":"box","text":"acceptance in the marketplace for such indices. BlackRock is not obligated to license its indices to a Fund and the Funds are","page_number":56,"box":{"x":59,"y":418,"width":867,"height":12}},{"id":"d129f05b-6000-4495-9a95-9f4beb4e6f23","block_type":"box","text":"under no obligation to use BlackRock indices. Any Fund that enters into a license for a BlackRock index cannot be assured","page_number":56,"box":{"x":60,"y":433,"width":852,"height":13}},{"id":"fa1df928-8246-4d90-aa21-5419963578b6","block_type":"box","text":"that the terms of any index licensing agreement with BlackRock will be as favorable as those terms offered to other licensees.","page_number":56,"box":{"x":59,"y":448,"width":875,"height":13}},{"id":"f01c2960-0247-4284-b03f-9ba653e21948","block_type":"box","text":"BlackRock may enter into contractual arrangements with third-party service providers to a Fund (","page_number":56,"box":{"x":60,"y":475,"width":681,"height":12}},{"id":"df4291f6-ae02-4786-96b0-218ea6b9a0bf","block_type":"box","text":"e.g","page_number":56,"box":{"x":742,"y":478,"width":20,"height":9}},{"id":"8b4fb44d-adbc-4a3f-9513-2e9719418f2a","block_type":"box","text":"., custodians,","page_number":56,"box":{"x":763,"y":475,"width":90,"height":11}},{"id":"f5d5b349-d171-49e0-bdd7-1a016b0c4d3c","block_type":"box","text":"administrators and index providers) pursuant to which BlackRock receives fee discounts or concessions in recognition of","page_number":56,"box":{"x":59,"y":490,"width":847,"height":12}},{"id":"b1897c43-1bb0-4b1c-9504-d2cbf52b3afd","block_type":"box","text":"BlackRock’s overall relationship with such service providers. BlackRock may also enter into contractual arrangements with","page_number":56,"box":{"x":60,"y":505,"width":852,"height":12}},{"id":"7783c7df-19c2-4463-8f70-7f45eb811131","block_type":"box","text":"such service providers pursuant to which BlackRock incurs additional costs if the service provider’s services are terminated","page_number":56,"box":{"x":59,"y":520,"width":859,"height":12}},{"id":"d0060e57-13fa-4eaa-834b-4c2ae3565d2c","block_type":"box","text":"with respect to a Fund. To the extent that BlackRock is responsible for paying service providers out of its fees that it receives","page_number":56,"box":{"x":59,"y":535,"width":866,"height":13}},{"id":"5e269402-434d-4344-a8f6-dcabe0029a58","block_type":"box","text":"from the Funds, the benefits of lower fees, including any fee discounts or concessions, or any additional savings, may accrue,","page_number":56,"box":{"x":59,"y":550,"width":874,"height":13}},{"id":"760530f3-58cd-4b41-b559-421f6abff261","block_type":"box","text":"in whole or in part, to BlackRock, which could result in conflicts of interest relating to the use or termination of service","page_number":56,"box":{"x":60,"y":566,"width":825,"height":12}},{"id":"cd9a1fc2-af9e-49df-b32e-0640dc47f558","block_type":"box","text":"providers to a Fund. In addition, conflicts of interest may arise with respect to contractual arrangements with third-party","page_number":56,"box":{"x":59,"y":581,"width":843,"height":12}},{"id":"884c9cb4-dd41-417f-88ab-0eabc2ce6e70","block_type":"box","text":"service providers to a Fund, or the selection of such providers, particularly in circumstances where BlackRock is negotiating","page_number":56,"box":{"x":59,"y":596,"width":862,"height":12}},{"id":"ee2b8c3b-4e33-4d98-9455-fe102f1a4bcc","block_type":"box","text":"on behalf of both funds that have a unitary management fee and those that do not or different service providers have","page_number":56,"box":{"x":59,"y":611,"width":820,"height":12}},{"id":"1cbf3b6d-e2c6-43a5-8fa1-5370169130ae","block_type":"box","text":"different fee structures.","page_number":56,"box":{"x":59,"y":626,"width":161,"height":10}},{"id":"6e634ba5-6117-48e9-b017-04e049bc681d","block_type":"box","text":"Conflicts of interest may arise as a result of simultaneous investment management of multiple client accounts by the","page_number":56,"box":{"x":59,"y":652,"width":818,"height":13}},{"id":"4a78437a-7780-47d2-bbd4-fb1e58892fba","block_type":"box","text":"BlackRock’s investment professionals. For example, differences in the advisory fee structure may create the appearance of","page_number":56,"box":{"x":60,"y":668,"width":852,"height":12}},{"id":"dfa03688-d447-40f0-8046-9ceabe9c1361","block_type":"box","text":"actual or potential conflicts of interest because such differences could create pecuniary incentives for BlackRock to favor one","page_number":56,"box":{"x":59,"y":683,"width":873,"height":12}},{"id":"992c71db-438b-4bf7-a326-cca147c3044d","block_type":"box","text":"client account over another.","page_number":56,"box":{"x":59,"y":698,"width":194,"height":10}},{"id":"c5915a27-e650-492d-acef-416d47d54a4f","block_type":"box","text":"BlackRock owns or has an ownership interest in certain trading, portfolio management, operations and/ or information","page_number":56,"box":{"x":60,"y":724,"width":833,"height":13}},{"id":"8dc2f93c-7a90-449f-bc83-bce891c6acec","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":56,"box":{"x":59,"y":739,"width":877,"height":13}},{"id":"dacd9604-baef-4dfd-9a05-816e60defc06","block_type":"box","text":"provision of services to accounts managed by BlackRock and funds managed and sponsored by BlackRock, including the","page_number":56,"box":{"x":59,"y":754,"width":846,"height":13}},{"id":"1230e7ec-ee98-416d-9fb0-a29c83708a17","block_type":"box","text":"Funds, that engage the service provider (typically the custodian). A Fund’s service provider remunerates BlackRock for the","page_number":56,"box":{"x":60,"y":770,"width":853,"height":12}},{"id":"48944757-0c1b-442f-b6f8-b3f972c29ea4","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":56,"box":{"x":60,"y":785,"width":807,"height":12}},{"id":"b6e037fc-911f-442a-aead-79eaed3aa7bc","block_type":"box","text":"profitability of BlackRock.","page_number":56,"box":{"x":59,"y":800,"width":177,"height":12}},{"id":"83e7125a-4c08-4c0a-8e13-f833a3d884f7","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":56,"box":{"x":60,"y":826,"width":863,"height":13}},{"id":"f30f3423-b0f0-4dfb-b9fc-cc41ab66d385","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":56,"box":{"x":59,"y":841,"width":811,"height":13}},{"id":"24c787f8-fd65-4d3f-a15a-ab564f430b28","block_type":"box","text":"44","page_number":56,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"409f5495-b900-4a81-945c-65f1c90089bc","block_type":"box","text":"In recognition of a BlackRock client’s overall relationship with BlackRock, BlackRock may offer special pricing arrangements","page_number":57,"box":{"x":60,"y":67,"width":861,"height":12}},{"id":"9453d0d9-89d9-451a-b4db-5246f662279e","block_type":"box","text":"for certain services provided by BlackRock. Any such special pricing arrangements will not affect Fund fees and expenses","page_number":57,"box":{"x":59,"y":82,"width":845,"height":12}},{"id":"e633ddfc-4463-4617-b592-e2b6eb8d2c1c","block_type":"box","text":"applicable to such client’s investment in a Fund.","page_number":57,"box":{"x":59,"y":97,"width":335,"height":12}},{"id":"1b62c177-1e7c-45dd-b963-61cc4c60a3d9","block_type":"box","text":"Present and future activities of BlackRock and its directors, officers and employees, in addition to those described in this","page_number":57,"box":{"x":60,"y":123,"width":838,"height":13}},{"id":"ed36b001-5b97-47d4-ace8-ac783f17d28b","block_type":"box","text":"section, may give rise to additional conflicts of interest.","page_number":57,"box":{"x":59,"y":138,"width":384,"height":13}},{"id":"0a3504fe-61b8-4803-a255-ca4767542d46","block_type":"box","text":"Investment Advisory, Administrative and","page_number":57,"box":{"x":62,"y":169,"width":676,"height":30}},{"id":"baf4d482-43f7-4845-bd74-526bfd7e1c49","block_type":"box","text":"Distribution Services","page_number":57,"box":{"x":62,"y":199,"width":342,"height":24}},{"id":"e5956a25-e12b-4ed7-9053-69991d53360c","block_type":"box","text":"Investment Adviser.","page_number":57,"box":{"x":60,"y":240,"width":140,"height":10}},{"id":"4d5a1539-5dc5-4e49-aa88-9e2c10092d26","block_type":"box","text":"BFA serves as investment adviser to the Fund pursuant to an investment advisory agreement between","page_number":57,"box":{"x":210,"y":240,"width":712,"height":13}},{"id":"8bad5158-c3e6-45f5-bf79-2bb2db440ebb","block_type":"box","text":"the Trust, on behalf of the Fund, and BFA. BFA is a California corporation indirectly owned by BlackRock, Inc. and is registered","page_number":57,"box":{"x":59,"y":256,"width":876,"height":12}},{"id":"0d74c69e-d607-4cce-be5d-84ec3174605c","block_type":"box","text":"as an investment adviser under the Investment Advisers Act of 1940, as amended. Under the investment advisory agreement,","page_number":57,"box":{"x":59,"y":271,"width":878,"height":12}},{"id":"24377b4e-c1d4-4129-a638-bcbd1965cc43","block_type":"box","text":"BFA, subject to the supervision of the Board and in conformity with the stated investment policies of the Fund, manages and","page_number":57,"box":{"x":60,"y":286,"width":869,"height":12}},{"id":"6aec6300-d014-475f-9cee-a86468061af0","block_type":"box","text":"administers the Trust and the investment of the Fund’s assets. BFA is responsible for placing purchase and sale orders and","page_number":57,"box":{"x":59,"y":301,"width":855,"height":12}},{"id":"cd277121-c8ee-4d07-a0cc-f41da5fa510a","block_type":"box","text":"providing continuous supervision of the investment portfolio of the Fund.","page_number":57,"box":{"x":59,"y":316,"width":513,"height":12}},{"id":"be237b2e-0325-4eee-aa72-87bbfd39eb39","block_type":"box","text":"Pursuant to the investment advisory agreement, BFA may, from time to time, in its sole discretion and to the extent permitted","page_number":57,"box":{"x":60,"y":343,"width":876,"height":12}},{"id":"c6afc6cb-8eb0-43a8-9e44-c5f55da459a4","block_type":"box","text":"by applicable law, appoint one or more sub-advisers, including, without limitation, affiliates of BFA, to perform investment","page_number":57,"box":{"x":60,"y":358,"width":850,"height":12}},{"id":"85b73020-2966-40e1-bc5a-944e39335c55","block_type":"box","text":"advisory or other services with respect to the Fund. In addition, BFA may delegate certain of its investment advisory functions","page_number":57,"box":{"x":59,"y":373,"width":878,"height":12}},{"id":"1b1ce480-bd1d-467a-a5cc-6fd2ec200d53","block_type":"box","text":"under the investment advisory agreement to one or more of its affiliates to the extent permitted by applicable law. BFA may","page_number":57,"box":{"x":60,"y":388,"width":861,"height":12}},{"id":"c1f2af06-7831-4c25-8b5e-ff32d8b823f6","block_type":"box","text":"terminate any or all sub-advisers or such delegation arrangements in its sole discretion upon appropriate notice at any time","page_number":57,"box":{"x":59,"y":403,"width":865,"height":12}},{"id":"d505a263-b2b5-4cee-88e3-27ddf64e7663","block_type":"box","text":"to the extent permitted by applicable law.","page_number":57,"box":{"x":59,"y":418,"width":288,"height":12}},{"id":"297f61f7-853b-4168-966e-b08375a55930","block_type":"box","text":"BFA is responsible, under the investment advisory agreement, for substantially all expenses of the Fund, including the cost of","page_number":57,"box":{"x":60,"y":445,"width":874,"height":12}},{"id":"9e003425-7972-42e8-b0e6-e2137cbf735b","block_type":"box","text":"transfer agency, custody, fund administration, legal, audit and other services. BFA is not responsible for, and the Fund will","page_number":57,"box":{"x":59,"y":460,"width":846,"height":12}},{"id":"4f2bace9-31e9-424f-977f-eeff94f332e3","block_type":"box","text":"bear, the management fees, interest expenses, taxes, expenses incurred with respect to the acquisition and disposition of","page_number":57,"box":{"x":60,"y":475,"width":848,"height":12}},{"id":"673d3b90-d365-40fc-92fd-b6415ea70127","block_type":"box","text":"portfolio securities and the execution of portfolio transactions, including brokerage commissions, distribution fees or","page_number":57,"box":{"x":59,"y":490,"width":818,"height":12}},{"id":"dc3306ea-a5fd-4697-9658-f057fcd2f5f6","block_type":"box","text":"expenses, and litigation expenses and any extraordinary expenses (as determined by a majority of the Independent Trustees).","page_number":57,"box":{"x":59,"y":505,"width":878,"height":12}},{"id":"e2d2e78d-fd2d-4d72-a71a-549e3f66451c","block_type":"box","text":"BFA may from time to time voluntarily waive and/or reimburse fees or expenses to reduce the Total Annual Fund Operating","page_number":57,"box":{"x":60,"y":531,"width":863,"height":13}},{"id":"5615137b-39cc-4ba0-98dd-1ed6043a334b","block_type":"box","text":"Expenses (excluding Acquired Fund Fees and Expenses, if any). Any such voluntary waiver or reimbursement may be","page_number":57,"box":{"x":60,"y":547,"width":816,"height":12}},{"id":"7a4d803b-bfff-4eda-8f0e-cdb4761a89ab","block_type":"box","text":"eliminated by BFA at any time.","page_number":57,"box":{"x":59,"y":562,"width":210,"height":12}},{"id":"ef43381a-5965-4cf8-9c4e-c78eaee767f5","block_type":"box","text":"For its investment advisory services to the Fund, BFA is paid a management fee from the Fund based on a percentage of the","page_number":57,"box":{"x":60,"y":588,"width":864,"height":13}},{"id":"01ba19e3-b6a8-4fe5-aeb9-447869ef272b","block_type":"box","text":"Fund’s average daily net assets, at the annual rate of 0.50%. BFA has contractually agreed to waive a portion of its","page_number":57,"box":{"x":60,"y":603,"width":796,"height":13}},{"id":"78c539cd-a52b-4383-a89a-3c1a18f0d1e5","block_type":"box","text":"management fees in an amount equal to the Acquired Fund Fees and Expenses, if any, attributable to investments by the","page_number":57,"box":{"x":60,"y":618,"width":842,"height":13}},{"id":"3a263d33-e96d-4403-9532-27340bc275c7","block_type":"box","text":"Fund in other funds advised by BFA or its affiliates, through November 30, 2030. The contractual waiver may be terminated","page_number":57,"box":{"x":60,"y":634,"width":859,"height":12}},{"id":"29b7e9b3-4c05-4480-9ce5-d24babdb9d42","block_type":"box","text":"prior to November 30, 2030 only upon written agreement of the Trust and BFA.","page_number":57,"box":{"x":59,"y":649,"width":553,"height":12}},{"id":"528b104a-3b1b-41c2-8791-3ae4c76d8049","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":57,"box":{"x":59,"y":675,"width":847,"height":12}},{"id":"ced45299-4dbb-4e9b-977d-a93ec9123cd8","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":57,"box":{"x":59,"y":690,"width":864,"height":13}},{"id":"a059d4fc-7352-4432-94e5-014ede6651b2","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":57,"box":{"x":59,"y":705,"width":847,"height":13}},{"id":"b235a446-2f35-4c20-a52f-5284811e7c67","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":57,"box":{"x":60,"y":720,"width":821,"height":13}},{"id":"ec3baf27-0249-4023-ac49-16e53683b733","block_type":"box","text":"meeting called for the purpose of voting on such approval.","page_number":57,"box":{"x":60,"y":736,"width":408,"height":12}},{"id":"eacb745f-001a-48d2-a021-380bbe6f1d29","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":57,"box":{"x":59,"y":762,"width":867,"height":12}},{"id":"303c87e5-8cbb-4757-b932-caad7fd13d00","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). The","page_number":57,"box":{"x":59,"y":777,"width":814,"height":13}},{"id":"57ecc13f-9c4e-44ef-9d56-ecb7fcca0dce","block_type":"box","text":"investment advisory agreement is also terminable upon 60 days’ notice by BFA and will terminate automatically in the event","page_number":57,"box":{"x":60,"y":792,"width":866,"height":13}},{"id":"6b6e4f58-d232-41ca-8682-e5e3e0ca38af","block_type":"box","text":"of its assignment (as defined in the 1940 Act).","page_number":57,"box":{"x":59,"y":807,"width":323,"height":13}},{"id":"f41335d0-8c92-422c-b1e9-18ba7d201a39","block_type":"box","text":"Portfolio Managers.","page_number":57,"box":{"x":60,"y":834,"width":140,"height":12}},{"id":"643b2a4e-63d5-4173-85b3-9048a954f02d","block_type":"box","text":"As of July 31, 2025, the individuals named as Portfolio Managers in the Fund’s Prospectus were also","page_number":57,"box":{"x":209,"y":834,"width":696,"height":12}},{"id":"b28e1a76-c387-4352-af0f-fb790cb3f7f6","block_type":"box","text":"primarily responsible for the day-to-day management of other iShares funds and certain other types of portfolios and/or","page_number":57,"box":{"x":59,"y":849,"width":845,"height":12}},{"id":"38b77ab0-55ac-4629-88af-638104c7fcdb","block_type":"box","text":"accounts as follows:","page_number":57,"box":{"x":59,"y":864,"width":141,"height":10}},{"id":"b84184b3-6946-46b1-b984-e7cd32f31e4e","block_type":"box","text":"45","page_number":57,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"76f0949f-f6b8-4561-8bcb-876964d2820f","block_type":"box","text":"Erin Armstrong","page_number":58,"box":{"x":60,"y":67,"width":108,"height":12}},{"id":"aae021fd-6914-44e8-a996-ed7b4e031214","block_type":"box","text":"Types of Accounts","page_number":58,"box":{"x":58,"y":84,"width":108,"height":10}},{"id":"05db6a61-dc47-4ae7-a7ff-c3e8a6191f8c","block_type":"box","text":"Number Total Assets","page_number":58,"box":{"x":656,"y":84,"width":262,"height":7}},{"id":"988b2e14-47ae-4ff5-8c4e-11b294913967","block_type":"box","text":"Registered Investment Companies 13 $ 3,193,000,000","page_number":58,"box":{"x":60,"y":104,"width":878,"height":13}},{"id":"da495c91-c1be-4598-950b-d7a2ec0481bc","block_type":"box","text":"Other Pooled Investment Vehicles 1 1,022,000,000","page_number":58,"box":{"x":59,"y":120,"width":879,"height":11}},{"id":"b2a18565-0e06-4720-8b5e-5b1da58b7985","block_type":"box","text":"Other Accounts 0 N/A","page_number":58,"box":{"x":59,"y":135,"width":880,"height":9}},{"id":"97de2457-2486-449b-897d-70b600ae3605","block_type":"box","text":"Orlando Montalvo","page_number":58,"box":{"x":59,"y":170,"width":131,"height":10}},{"id":"d96b3026-b75e-4a84-9394-48c3fe3b29ad","block_type":"box","text":"Types of Accounts","page_number":58,"box":{"x":58,"y":187,"width":108,"height":10}},{"id":"8d6b1de9-29ab-4a40-9544-870895e1c48b","block_type":"box","text":"Number Total Assets","page_number":58,"box":{"x":652,"y":187,"width":263,"height":8}},{"id":"71f3a413-1225-4945-ba01-f067f56c31cc","block_type":"box","text":"Registered Investment Companies 20 $11,605,000,000","page_number":58,"box":{"x":60,"y":208,"width":878,"height":12}},{"id":"c79eb46c-3976-48dd-9308-c54420f2c3e7","block_type":"box","text":"Other Pooled Investment Vehicles 17 1,425,000,000","page_number":58,"box":{"x":59,"y":223,"width":879,"height":11}},{"id":"b8252fcd-c174-49ef-9b7c-93771fe070a9","block_type":"box","text":"Other Accounts 8 3,000,000","page_number":58,"box":{"x":59,"y":238,"width":879,"height":11}},{"id":"6e677adb-abf6-4a3a-8673-f2535fcf7ad0","block_type":"box","text":"Pursuant to BFA’s policy, investment opportunities are allocated equitably among the Fund and other portfolios and","page_number":58,"box":{"x":60,"y":271,"width":806,"height":12}},{"id":"17818922-231d-48ff-a3f4-d3c9411cb734","block_type":"box","text":"accounts. For example, under certain circumstances, an investment opportunity may be restricted due to limited supply in","page_number":58,"box":{"x":59,"y":286,"width":854,"height":12}},{"id":"4def15aa-ddf8-4bc1-8c15-6d815bee2d70","block_type":"box","text":"the market, legal constraints or other factors, in which event the investment opportunity will be allocated equitably among","page_number":58,"box":{"x":59,"y":301,"width":858,"height":12}},{"id":"b67f0588-f63b-4270-b08d-9e186f5d1ffd","block_type":"box","text":"those portfolios and accounts, including the Fund, seeking such investment opportunity. As a consequence, from time to","page_number":58,"box":{"x":59,"y":316,"width":847,"height":12}},{"id":"6ccef556-1d4c-4fbf-9a1a-a89e3867ecfe","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":58,"box":{"x":59,"y":331,"width":876,"height":13}},{"id":"26788619-eac3-4ed1-86c6-32e07e466af6","block_type":"box","text":"BFA and its affiliates did not manage other portfolios or accounts.","page_number":58,"box":{"x":60,"y":346,"width":458,"height":13}},{"id":"6c9eac21-bdb7-4b55-a66a-b54ff938664d","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":58,"box":{"x":60,"y":373,"width":868,"height":12}},{"id":"2ab29b79-18b3-41c4-ac82-00b6a3abe47d","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":58,"box":{"x":59,"y":388,"width":866,"height":12}},{"id":"22416282-bdcb-45c0-8429-c976843e66b7","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":58,"box":{"x":60,"y":403,"width":845,"height":12}},{"id":"8e580712-7207-4488-81ce-ea4fffef9d05","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":58,"box":{"x":59,"y":418,"width":867,"height":12}},{"id":"bd460003-7d74-4b61-97eb-856b9fff6284","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":58,"box":{"x":59,"y":433,"width":835,"height":13}},{"id":"dd14df42-2b97-425d-bd83-2c4457018bb4","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":58,"box":{"x":59,"y":448,"width":879,"height":13}},{"id":"5823a5ce-83c2-4b24-ab5f-60cec8769bf4","block_type":"box","text":"fee arrangements could present an incentive for BFA or its affiliates to devote greater resources, and allocate more","page_number":58,"box":{"x":59,"y":463,"width":799,"height":13}},{"id":"9c4ccc9d-e526-4446-91ac-c895edd0ca4b","block_type":"box","text":"investment opportunities, to the portfolios or accounts that have those fee arrangements, relative to other portfolios or","page_number":58,"box":{"x":60,"y":479,"width":832,"height":12}},{"id":"c3715eb9-8a63-4906-940e-b462046940aa","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":58,"box":{"x":59,"y":494,"width":844,"height":12}},{"id":"18dd627e-79d8-4af4-a1df-8baa463c64cb","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":58,"box":{"x":59,"y":509,"width":866,"height":12}},{"id":"f7b8d710-14a3-401b-853d-6ed5b356bf1d","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":58,"box":{"x":59,"y":524,"width":866,"height":12}},{"id":"53f0daf9-79dd-41b6-a143-7c5bd6e0f885","block_type":"box","text":"arrangements, including performance-based fee arrangements, there is the potential for a conflict of interest, which may","page_number":58,"box":{"x":59,"y":539,"width":846,"height":12}},{"id":"f61b146e-e4af-41a4-a127-b15643e2945d","block_type":"box","text":"result in the Portfolio Managers favoring those portfolios or accounts with performance-based fee arrangements.","page_number":58,"box":{"x":60,"y":554,"width":791,"height":13}},{"id":"6190c17b-7a19-4877-bc1d-af05df582443","block_type":"box","text":"The tables below shows, for each Portfolio Manager, the number of portfolios or accounts of the types set forth in the above","page_number":58,"box":{"x":59,"y":581,"width":869,"height":12}},{"id":"ce3e2808-2ace-47f9-9984-fd694960b832","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":58,"box":{"x":59,"y":596,"width":858,"height":12}},{"id":"08355363-0286-4bba-86be-8408aad27a2f","block_type":"box","text":"fees are based on the performance of those portfolios or accounts as of July 31, 2025:","page_number":58,"box":{"x":59,"y":611,"width":597,"height":12}},{"id":"69c19050-0ec8-47a6-bc76-f9fe4a923f59","block_type":"box","text":"Erin Armstrong","page_number":58,"box":{"x":60,"y":640,"width":108,"height":12}},{"id":"2668da8f-0ea6-41b6-b42e-67ef5444a4a7","block_type":"box","text":"Types of Accounts","page_number":58,"box":{"x":58,"y":687,"width":108,"height":10}},{"id":"89deb1e7-354b-420a-9806-da2133c9685c","block_type":"box","text":"Number of Other","page_number":58,"box":{"x":642,"y":657,"width":98,"height":8}},{"id":"8d87a805-bf14-4471-8616-47d169a7ec6f","block_type":"box","text":"Accounts with","page_number":58,"box":{"x":649,"y":667,"width":83,"height":8}},{"id":"77315a26-e494-4cf5-bc28-042c257cf49d","block_type":"box","text":"Performance Fees","page_number":58,"box":{"x":640,"y":677,"width":102,"height":8}},{"id":"39fd891a-0ea8-49dc-a382-e16137aac34f","block_type":"box","text":"Managed by Portfolio Manager","page_number":58,"box":{"x":602,"y":687,"width":179,"height":10}},{"id":"6709dc54-e2ec-481f-90c7-b77ba10f6daa","block_type":"box","text":"Aggregate","page_number":58,"box":{"x":866,"y":677,"width":60,"height":10}},{"id":"7eb63781-9752-4336-952b-2ab922aa00e2","block_type":"box","text":"of Total Assets","page_number":58,"box":{"x":854,"y":687,"width":84,"height":8}},{"id":"a904c1ac-1963-49ab-8fde-1b3493a2a846","block_type":"box","text":"Registered Investment Companies 0 N/A","page_number":58,"box":{"x":60,"y":708,"width":851,"height":12}},{"id":"3c781ef1-7508-46d8-a0e4-d37c90417434","block_type":"box","text":"Other Pooled Investment Vehicles 0 N/A","page_number":58,"box":{"x":59,"y":723,"width":852,"height":10}},{"id":"46a0b632-f981-4be9-8ca5-40a96969f7c2","block_type":"box","text":"Other Accounts 0 N/A","page_number":58,"box":{"x":59,"y":738,"width":852,"height":10}},{"id":"5e56de2e-7d13-48fb-81c0-b5ecfc98fe23","block_type":"box","text":"Orlando Montalvo","page_number":58,"box":{"x":59,"y":773,"width":131,"height":10}},{"id":"e91e73ae-8d02-49a9-91c1-84ee3ce28b88","block_type":"box","text":"Types of Accounts","page_number":58,"box":{"x":58,"y":811,"width":108,"height":9}},{"id":"070bd48b-48f0-45db-be48-4ebbbe1f348b","block_type":"box","text":"Number of Other Accounts","page_number":58,"box":{"x":613,"y":790,"width":156,"height":8}},{"id":"699bc323-dd87-409d-a752-0fc8c11f13ce","block_type":"box","text":"with Performance Fees","page_number":58,"box":{"x":625,"y":800,"width":131,"height":8}},{"id":"78935d9f-5ed9-451e-93a8-14fa95836f1e","block_type":"box","text":"Managed by Portfolio Manager","page_number":58,"box":{"x":602,"y":811,"width":179,"height":9}},{"id":"ad5ec0ed-9936-4f1c-a2af-94f8c7dedd45","block_type":"box","text":"Aggregate","page_number":58,"box":{"x":866,"y":801,"width":60,"height":9}},{"id":"bb2bf89c-eb4c-4ea6-8709-de683066f082","block_type":"box","text":"of Total Assets","page_number":58,"box":{"x":854,"y":811,"width":84,"height":7}},{"id":"26bd20d2-3792-49c2-b713-9f21cf11866e","block_type":"box","text":"Registered Investment Companies 0 N/A","page_number":58,"box":{"x":60,"y":831,"width":851,"height":13}},{"id":"64682209-300a-4434-83c4-ea98bf5ea067","block_type":"box","text":"Other Pooled Investment Vehicles 0 N/A","page_number":58,"box":{"x":59,"y":846,"width":852,"height":10}},{"id":"d5ae9921-040e-405a-8920-dc4c8ab15676","block_type":"box","text":"Other Accounts 0 N/A","page_number":58,"box":{"x":59,"y":862,"width":852,"height":9}},{"id":"476d2ed3-1ad3-4e03-a6e0-5fb6ad35dcc4","block_type":"box","text":"46","page_number":58,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"a0f1f217-6e26-48df-933c-25d5cc080e0a","block_type":"box","text":"Portfolio Manager Compensation Overview","page_number":59,"box":{"x":59,"y":67,"width":303,"height":12}},{"id":"76ed70b6-2a8c-4903-aec3-345daa60b78f","block_type":"box","text":"The discussion below describes the Portfolio Managers’ compensation as of September 16, 2025.","page_number":59,"box":{"x":59,"y":93,"width":680,"height":12}},{"id":"5f67816a-a85f-454b-8238-fb176741059f","block_type":"box","text":"BlackRock, Inc.’s financial arrangements with its portfolio managers, its competitive compensation and its career path","page_number":59,"box":{"x":60,"y":120,"width":824,"height":12}},{"id":"65d7c3c3-a93f-4170-94b6-7c76e436150f","block_type":"box","text":"emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of","page_number":59,"box":{"x":59,"y":135,"width":862,"height":12}},{"id":"de51de41-f25e-4b17-adbc-895a8088b674","block_type":"box","text":"components and may vary from year to year based on a number of factors. The principal components of compensation","page_number":59,"box":{"x":59,"y":150,"width":836,"height":12}},{"id":"202d9b8b-6ae0-4eda-9446-32b60689bc56","block_type":"box","text":"include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more","page_number":59,"box":{"x":60,"y":165,"width":865,"height":12}},{"id":"cada404c-c383-4709-9fae-83ea095f0e31","block_type":"box","text":"of the incentive compensation programs established by BlackRock, Inc.","page_number":59,"box":{"x":59,"y":180,"width":497,"height":12}},{"id":"42e0de6c-69ce-4a3b-a896-7917a743d70f","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":59,"box":{"x":60,"y":206,"width":850,"height":13}},{"id":"66403892-ebb1-462e-b598-330387804a35","block_type":"box","text":"benefits offered to all BlackRock employees. Additionally, each portfolio manager receives discretionary incentive","page_number":59,"box":{"x":60,"y":222,"width":787,"height":12}},{"id":"7f121c69-2ea8-492f-bf5d-ecc7aca08d7c","block_type":"box","text":"compensation, determined based on several components, including: the performance of BlackRock, Inc., the performance of","page_number":59,"box":{"x":59,"y":237,"width":873,"height":12}},{"id":"a10ad049-58b3-496e-b2f6-14c9af5311d4","block_type":"box","text":"the portfolio manager’s group within BlackRock, the performance of portfolios managed by the portfolio manager and the","page_number":59,"box":{"x":59,"y":252,"width":855,"height":12}},{"id":"a3a5d496-0694-403c-9081-b960d71fc342","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":59,"box":{"x":59,"y":267,"width":876,"height":12}},{"id":"5d661de8-91a2-49a6-9a1d-f5b503182193","block_type":"box","text":"underlying index), and the individual’s performance and contribution to the overall performance of these portfolios and","page_number":59,"box":{"x":60,"y":282,"width":834,"height":12}},{"id":"8a7a583e-79c1-4627-b506-bdf3d35b1947","block_type":"box","text":"BlackRock. Discretionary incentive compensation is paid in cash up to a certain threshold with the remaining portion","page_number":59,"box":{"x":60,"y":297,"width":815,"height":13}},{"id":"7895c9d2-bb97-4351-b469-c28373c3ffdd","block_type":"box","text":"represented by deferred BlackRock, Inc. stock awards. In some cases, additional deferred BlackRock, Inc. stock may be","page_number":59,"box":{"x":60,"y":312,"width":824,"height":13}},{"id":"468464dd-136e-4431-93af-31e03f5bfc8f","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":59,"box":{"x":59,"y":327,"width":848,"height":13}},{"id":"6ac80bc1-7e67-4d0e-9884-e186c8172f40","block_type":"box","text":"shareholders and motivate performance.","page_number":59,"box":{"x":59,"y":343,"width":285,"height":12}},{"id":"37dd4145-d08e-445a-817e-ddc46a33ca11","block_type":"box","text":"As of September 16, 2025, the Portfolio Managers did not beneficially own shares of the Fund.","page_number":59,"box":{"x":59,"y":369,"width":658,"height":12}},{"id":"51d410ea-72ab-4040-bbb9-38e204955025","block_type":"box","text":"Codes of Ethics.","page_number":59,"box":{"x":59,"y":395,"width":114,"height":10}},{"id":"c3b3705d-30fc-4fc3-a383-30a64e87bbd8","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":59,"box":{"x":182,"y":395,"width":751,"height":13}},{"id":"860295e8-4fa1-4ec8-9541-93bf443faa3b","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":59,"box":{"x":59,"y":411,"width":832,"height":12}},{"id":"c010e0c1-60b3-4f05-a9ae-5320d147eb84","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":59,"box":{"x":60,"y":426,"width":857,"height":12}},{"id":"d1b3c653-50a8-4698-ad07-ecfb934c33ad","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":59,"box":{"x":59,"y":441,"width":878,"height":12}},{"id":"45e6c56e-bcfd-4dac-bcfe-acaa1fa14ecb","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":59,"box":{"x":59,"y":456,"width":839,"height":12}},{"id":"35452da6-b533-4027-85ea-e4f85b7443b7","block_type":"box","text":"Anti-Money Laundering Requirements.","page_number":59,"box":{"x":59,"y":482,"width":281,"height":13}},{"id":"0ddff31f-fe1b-4d23-b3bb-f84f350b03eb","block_type":"box","text":"The Fund is subject to the USA PATRIOT Act (the “Patriot Act”). The Patriot Act is","page_number":59,"box":{"x":349,"y":482,"width":570,"height":13}},{"id":"4465a95d-e067-42a8-9cd9-80e4604b9c58","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":59,"box":{"x":60,"y":497,"width":877,"height":13}},{"id":"4bd22326-8363-4826-8da8-f16514b84491","block_type":"box","text":"Pursuant to requirements under the Patriot Act, the Fund may request information from Authorized Participants to enable it","page_number":59,"box":{"x":60,"y":513,"width":866,"height":12}},{"id":"078dcb1c-9109-4a24-aa10-e593142b118e","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":59,"box":{"x":59,"y":528,"width":878,"height":12}},{"id":"dab38441-4495-483d-833a-cdf4de8d222e","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":59,"box":{"x":59,"y":543,"width":807,"height":12}},{"id":"efd730c5-0bed-46a4-9249-95027ea23c22","block_type":"box","text":"compliance with the requirements of the Patriot Act.","page_number":59,"box":{"x":59,"y":558,"width":367,"height":12}},{"id":"7f0735e8-6725-45f5-85b6-49723f94a902","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":59,"box":{"x":59,"y":584,"width":859,"height":13}},{"id":"bdfa1bd4-3525-4ff0-ab53-33dda2250b70","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":59,"box":{"x":59,"y":600,"width":851,"height":12}},{"id":"0ad6188f-69a4-4a07-8203-e30c4eed1a38","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":59,"box":{"x":60,"y":615,"width":839,"height":12}},{"id":"9144b5e3-44f6-4729-9102-cf9cf0943263","block_type":"box","text":"investigations conducted with respect to potential money laundering, terrorism or other illicit activities.","page_number":59,"box":{"x":60,"y":630,"width":721,"height":12}},{"id":"2d633642-d51e-4e70-816d-b01da660e78d","block_type":"box","text":"Administrator, Custodian and Transfer Agent.","page_number":59,"box":{"x":59,"y":656,"width":328,"height":13}},{"id":"c0d03104-8cce-4057-94ea-dbe69f65ed0a","block_type":"box","text":"The Bank of New York Mellon (“BNY Mellon”) serves as administrator,","page_number":59,"box":{"x":396,"y":656,"width":488,"height":13}},{"id":"c33a5fbc-85c6-4af4-8b89-aa89d2db7260","block_type":"box","text":"custodian and transfer agent for the Fund under the Master Services Agreement (the “Master Services Agreement”). BNY","page_number":59,"box":{"x":59,"y":671,"width":851,"height":13}},{"id":"15df8890-bb41-41cf-9e0a-0f5f52fe6033","block_type":"box","text":"Mellon’s principal address is 240 Greenwich Street, New York, NY 10286. Pursuant to the Master Services Agreement with the","page_number":59,"box":{"x":59,"y":686,"width":879,"height":13}},{"id":"fbf7cffc-b1bb-4056-b218-1bfcde33ffa4","block_type":"box","text":"Trust, BNY Mellon provides necessary administrative, tax and accounting and financial reporting services for the","page_number":59,"box":{"x":59,"y":702,"width":784,"height":12}},{"id":"3a114779-e0ad-4ba6-9908-bdefe8b0d748","block_type":"box","text":"maintenance and operations of the Trust and the Fund. In addition, BNY Mellon makes available the office space, equipment,","page_number":59,"box":{"x":60,"y":717,"width":872,"height":12}},{"id":"96a0de7a-94c5-4cf7-a630-d63618dd27e6","block_type":"box","text":"personnel and facilities required to provide such services. Pursuant to the Master Services Agreement with the Trust, BNY","page_number":59,"box":{"x":59,"y":732,"width":850,"height":12}},{"id":"0347e21e-bab4-4dbb-b8fa-ec6584bc9dce","block_type":"box","text":"Mellon maintains, in separate accounts, cash, securities and other assets of the Trust and the Fund, keeps all necessary","page_number":59,"box":{"x":59,"y":747,"width":834,"height":12}},{"id":"7f8b20a8-cdfe-48d5-a985-87469b32a8d2","block_type":"box","text":"accounts and records and provides other services. BNY Mellon is required, upon the order of the Trust, to deliver securities","page_number":59,"box":{"x":59,"y":762,"width":855,"height":12}},{"id":"d9068ce2-abd3-4ba4-8cf3-eef68d0bb1de","block_type":"box","text":"held by BNY Mellon and to make payments for securities purchased by the Trust for the Fund. BNY Mellon is authorized to","page_number":59,"box":{"x":60,"y":777,"width":852,"height":13}},{"id":"c4e9e18e-37e5-44f8-bf0d-085e952cf9c3","block_type":"box","text":"appoint certain foreign custodians or foreign custody managers for Fund investments outside the U.S. Pursuant to the","page_number":59,"box":{"x":59,"y":792,"width":827,"height":13}},{"id":"f84f39d1-231c-4507-94f8-f3f5d1d8491a","block_type":"box","text":"Master Services Agreement with the Trust, BNY Mellon acts as a transfer agent for the Fund’s authorized and issued shares","page_number":59,"box":{"x":59,"y":807,"width":861,"height":13}},{"id":"1c7c2e19-0ab7-4123-ace7-160d4216e9ae","block_type":"box","text":"of beneficial interest, and as dividend disbursing agent of the Trust. As compensation for these services, BNY Mellon receives","page_number":59,"box":{"x":59,"y":823,"width":874,"height":12}},{"id":"96ee9f4d-a72e-4e9b-ba7b-19c76bcb2999","block_type":"box","text":"certain out-of-pocket costs, transaction fees and asset-based fees which are accrued daily and paid monthly by BFA. BFA","page_number":59,"box":{"x":59,"y":838,"width":847,"height":12}},{"id":"889d27ab-a702-421d-8ab0-5b8685d655b3","block_type":"box","text":"pays the compensation because it has agreed to pay these operating expenses under the Investment Advisory Agreement as","page_number":59,"box":{"x":59,"y":853,"width":872,"height":12}},{"id":"442bc939-514a-435c-b717-171df4e707d2","block_type":"box","text":"described therein.","page_number":59,"box":{"x":59,"y":868,"width":124,"height":10}},{"id":"2aa26576-3af0-4bc9-9333-4093c01e5b95","block_type":"box","text":"47","page_number":59,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"ac4fca75-fa96-4aae-89b4-762965809e7f","block_type":"box","text":"JPMorgan serves as custodian for the Fund in connection with certain securities lending activities under a Custody Services","page_number":60,"box":{"x":58,"y":67,"width":862,"height":12}},{"id":"8de0c9f9-62f3-41bd-93e0-f9e7972c1e21","block_type":"box","text":"Agreement. JPMorgan’s principal address is 383 Madison Avenue, 11","page_number":60,"box":{"x":59,"y":82,"width":478,"height":12}},{"id":"eb7cebe2-fa23-4e0e-8d9d-deb8e8fba6ac","block_type":"box","text":"th","page_number":60,"box":{"x":541,"y":80,"width":10,"height":6}},{"id":"ce5d41a2-bfbc-41a9-bcf7-ec7be1c00b3a","block_type":"box","text":"Floor, New York, NY 10179. Pursuant to the Custody","page_number":60,"box":{"x":557,"y":82,"width":362,"height":12}},{"id":"52b28a47-e059-47c2-ae94-ac792a60cf5e","block_type":"box","text":"Services Agreement with BTC and the Trust, JPMorgan provides custody and related services required to facilitate securities","page_number":60,"box":{"x":59,"y":97,"width":863,"height":12}},{"id":"9af42e69-35e5-426b-9380-b636ef708836","block_type":"box","text":"lending by the Fund. JPMorgan maintains custody as may be necessary to facilitate Fund securities lending activity in","page_number":60,"box":{"x":60,"y":112,"width":817,"height":12}},{"id":"913e4ebc-4f3b-4c28-b987-0feb900f2542","block_type":"box","text":"coordination with other funds, maintains custodial records and provides other services. As compensation for these services,","page_number":60,"box":{"x":59,"y":127,"width":868,"height":12}},{"id":"60f9a65d-5c13-4d74-aea5-ad3b69b1a094","block_type":"box","text":"JPMorgan receives certain fees and expenses paid by BTC from its compensation for its services as securities lending agent.","page_number":60,"box":{"x":58,"y":142,"width":862,"height":13}},{"id":"5686e288-5307-47af-9c14-4ce78cd0ddfb","block_type":"box","text":"Distributor.","page_number":60,"box":{"x":60,"y":169,"width":80,"height":9}},{"id":"e24a5295-44e5-4b12-b2f9-e4bab0e28b11","block_type":"box","text":"The Distributor’s principal address is 50 Hudson Yards, New York, NY 10001. Shares are continuously offered for","page_number":60,"box":{"x":148,"y":169,"width":784,"height":12}},{"id":"1df37741-29ee-4c5a-9216-eb55b83ee680","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":60,"box":{"x":59,"y":184,"width":862,"height":12}},{"id":"a78abf08-cade-4f8f-b280-0e2a8ba3eaa1","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":60,"box":{"x":59,"y":199,"width":300,"height":12}},{"id":"6ef51421-1e53-4148-a8d5-a40de5103e08","block_type":"box","text":"section of this SAI. Fund shares in amounts less than Creation Units are generally","page_number":60,"box":{"x":364,"y":199,"width":567,"height":12}},{"id":"9c30bd47-bc8f-4681-a4e1-40f9f8444bea","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":60,"box":{"x":60,"y":214,"width":867,"height":12}},{"id":"ed67a626-01e3-405c-a31a-121e5793fe89","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":60,"box":{"x":60,"y":229,"width":841,"height":12}},{"id":"eb0d11ae-f3ca-46ea-824a-3149c02b2562","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":60,"box":{"x":59,"y":244,"width":865,"height":13}},{"id":"2987d2ce-0d4e-441e-be9b-b489fa29ad57","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":60,"box":{"x":59,"y":259,"width":875,"height":13}},{"id":"5e9c5ab2-94e7-4c35-b896-7b2215deee05","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":60,"box":{"x":60,"y":274,"width":869,"height":13}},{"id":"44a7f834-a693-470b-b57f-a3c8b9c215e0","block_type":"box","text":"Islands and the District of Columbia.","page_number":60,"box":{"x":60,"y":290,"width":253,"height":9}},{"id":"aef8e19e-4ef6-4f97-82b6-ce92837c5aca","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":60,"box":{"x":59,"y":316,"width":876,"height":12}},{"id":"f2005acd-baad-476a-92ca-e0188f060e92","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":60,"box":{"x":59,"y":331,"width":869,"height":13}},{"id":"a0ddfb23-1dba-492c-b732-fac47e10606a","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":60,"box":{"x":60,"y":346,"width":831,"height":13}},{"id":"0eee5f3e-2a58-4846-a2ae-85f534102a70","block_type":"box","text":"Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act).","page_number":60,"box":{"x":59,"y":361,"width":692,"height":13}},{"id":"b14034ac-aba9-41fa-88a0-29a75bd4b4fd","block_type":"box","text":"The Distributor may also enter into agreements with securities dealers (“Soliciting Dealers”) who will solicit purchases of","page_number":60,"box":{"x":59,"y":388,"width":847,"height":12}},{"id":"daf5cbb4-9976-4414-ad6c-d17e1bbd1426","block_type":"box","text":"Creation Units of Fund shares. Such Soliciting Dealers may also be Authorized Participants (as described below), DTC","page_number":60,"box":{"x":59,"y":403,"width":819,"height":12}},{"id":"0eb983e5-03f1-4917-96b2-e4c2a4c2c997","block_type":"box","text":"participants and/or investor services organizations.","page_number":60,"box":{"x":59,"y":418,"width":358,"height":12}},{"id":"4a8eb856-46c6-4303-992e-6794c5dda700","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":60,"box":{"x":60,"y":445,"width":846,"height":12}},{"id":"80d9ca1c-4a78-4134-afde-c6541db76be4","block_type":"box","text":"including payments out of its own resources to the Distributor, or to otherwise promote the sale of shares.","page_number":60,"box":{"x":60,"y":460,"width":742,"height":12}},{"id":"5956dd0b-99c3-4bd8-847e-6adf7c43261a","block_type":"box","text":"Securities Lending.","page_number":60,"box":{"x":59,"y":486,"width":136,"height":12}},{"id":"61e3c04b-28f7-47fd-8469-bce580045cbe","block_type":"box","text":"To the extent that the Fund engages in securities lending, the Fund conducts its securities lending","page_number":60,"box":{"x":204,"y":486,"width":685,"height":12}},{"id":"21d4f45d-04c4-402e-9272-6da514b8d251","block_type":"box","text":"pursuant to SEC exemptive relief, and BTC acts as securities lending agent for the Fund, subject to the overall supervision of","page_number":60,"box":{"x":59,"y":501,"width":865,"height":13}},{"id":"c7715f15-275d-453b-a532-6379760d7466","block_type":"box","text":"BFA, pursuant to a written agreement (the “Securities Lending Agency Agreement”).","page_number":60,"box":{"x":60,"y":516,"width":591,"height":13}},{"id":"499b1a96-dcc0-4b5a-97dc-a829e45e5189","block_type":"box","text":"The Fund and Underlying Fund retains a portion of the securities lending income and remits the remaining portion to BTC as","page_number":60,"box":{"x":59,"y":543,"width":872,"height":12}},{"id":"51924d23-9c46-4d01-80f9-6ff80424137c","block_type":"box","text":"compensation for its services as securities lending agent. Securities lending income is generally equal to the total of income","page_number":60,"box":{"x":59,"y":558,"width":865,"height":12}},{"id":"8ab5a9ea-64be-466c-ada2-e94bf6c6c9ee","block_type":"box","text":"earned from the reinvestment of cash collateral (and excludes collateral investment fees as defined below), and any fees or","page_number":60,"box":{"x":59,"y":573,"width":859,"height":12}},{"id":"d94881f2-6da1-4329-9fdd-3481b88e165a","block_type":"box","text":"other payments to and from borrowers of securities. As securities lending agent, BTC bears all operational costs directly","page_number":60,"box":{"x":59,"y":588,"width":838,"height":13}},{"id":"3b334d71-209d-4115-acfa-979a32c452cf","block_type":"box","text":"related to securities lending, including custodial costs of JPMorgan. The Fund and Underlying Fund are responsible for fees in","page_number":60,"box":{"x":60,"y":603,"width":873,"height":13}},{"id":"64e2400a-00bf-4f5e-b298-566662e3db80","block_type":"box","text":"connection with the investment of cash collateral received for securities on loan in a money market fund managed by BFA","page_number":60,"box":{"x":59,"y":618,"width":853,"height":13}},{"id":"4ff2ed0f-bdd1-4512-924d-5432c69a61e0","block_type":"box","text":"(the “collateral investment fees”); however, BTC has agreed to reduce the amount of securities lending income it receives in","page_number":60,"box":{"x":60,"y":634,"width":860,"height":12}},{"id":"170f5a48-95f4-4396-83ff-755d115026df","block_type":"box","text":"order to effectively limit the collateral investment fees a Fund bears to an annual rate of 0.04%. Such money market fund","page_number":60,"box":{"x":59,"y":649,"width":846,"height":12}},{"id":"e739ae14-d868-4928-a151-60af133ae99e","block_type":"box","text":"shares will not be subject to a sales load, redemption fee, distribution fee or service fee.","page_number":60,"box":{"x":59,"y":664,"width":609,"height":12}},{"id":"b0187ed4-daaa-4e17-a5a4-862f2bcd4c8c","block_type":"box","text":"To the extent that a Fund invests cash collateral in a non-government money market fund, the Fund may be subject to a","page_number":60,"box":{"x":59,"y":690,"width":841,"height":13}},{"id":"61a68c65-df8f-468b-af17-2bbef2a98aad","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":60,"box":{"x":59,"y":705,"width":859,"height":13}},{"id":"bea21d4f-0b6f-4d25-8854-87642daf5d74","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":60,"box":{"x":59,"y":720,"width":843,"height":13}},{"id":"41b7aad5-dda3-498c-ae45-145c4429b3b4","block_type":"box","text":"would be, or would not be, respectively, in the best interest of the money market fund. Additionally, a Fund will be subject to","page_number":60,"box":{"x":59,"y":736,"width":868,"height":12}},{"id":"52fafdc6-434d-426f-959b-365e207868eb","block_type":"box","text":"a mandatory liquidity fee if the money market fund’s total net redemptions on a single day exceed 5% of the money market","page_number":60,"box":{"x":59,"y":751,"width":866,"height":12}},{"id":"08c5a7f0-084f-43d8-9100-8c9d61e40c1c","block_type":"box","text":"fund’s net assets, unless the liquidity costs are de minimis (","page_number":60,"box":{"x":59,"y":766,"width":415,"height":12}},{"id":"cdc1bea6-dc32-4546-bf83-1dbe09fd8772","block_type":"box","text":"i.e","page_number":60,"box":{"x":475,"y":767,"width":15,"height":9}},{"id":"aace96af-f6b0-4b93-bba4-2009995d0472","block_type":"box","text":"., less than one basis point (0.01%)). The money market fund","page_number":60,"box":{"x":491,"y":766,"width":428,"height":12}},{"id":"8d4aa3a9-992f-4fff-8025-13a985ce1dcd","block_type":"box","text":"will determine the size of the mandatory liquidity fee by making a good faith estimate of certain costs the money market fund","page_number":60,"box":{"x":59,"y":781,"width":879,"height":12}},{"id":"dfdd1d18-2bb4-4602-89b2-fee0c44bfc7a","block_type":"box","text":"would incur if it were to sell a pro rata amount of each security in the portfolio to satisfy the amount of net redemptions on","page_number":60,"box":{"x":59,"y":796,"width":861,"height":12}},{"id":"0499d895-cb4a-4b02-b97b-b43304db917f","block_type":"box","text":"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":60,"box":{"x":59,"y":811,"width":841,"height":13}},{"id":"a1fb0e98-1599-4dd1-b15f-b2ad79a1784c","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":60,"box":{"x":59,"y":826,"width":831,"height":13}},{"id":"b9ac944e-4e84-4657-acc1-b053f53c21ee","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":60,"box":{"x":60,"y":841,"width":835,"height":13}},{"id":"9d14e0da-c684-4de1-aed6-ba6ca1f80827","block_type":"box","text":"liquidity fee would reduce the Fund’s returns on securities lending.","page_number":60,"box":{"x":60,"y":857,"width":464,"height":12}},{"id":"4f1a48e3-50be-41f6-837d-e008d049b8f1","block_type":"box","text":"48","page_number":60,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"357d7fdc-2128-4218-85e6-711c13362a69","block_type":"box","text":"Under the securities lending program, the Fund is categorized into one of several specific asset classes. The determination of","page_number":61,"box":{"x":60,"y":67,"width":873,"height":12}},{"id":"1ec7072b-3e71-496f-8902-b4b34b44f3ef","block_type":"box","text":"the Fund’s asset class category (fixed-income, domestic equity, international equity or fund-of-funds), each of which may be","page_number":61,"box":{"x":59,"y":82,"width":874,"height":12}},{"id":"3ae8fa98-c7a5-4f7a-a519-8cafaf9bf8c7","block_type":"box","text":"subject to a different fee arrangement, is based on a methodology agreed to by the Trust and BTC.","page_number":61,"box":{"x":59,"y":97,"width":686,"height":12}},{"id":"8c0d64f6-d68f-4a46-8239-1c683098185e","block_type":"box","text":"Pursuant to the current Securities Lending Agency Agreement:","page_number":61,"box":{"x":60,"y":123,"width":439,"height":13}},{"id":"0721d80b-bd04-4376-a5a7-d3645e2180e3","block_type":"box","text":"(i) fund-of-funds, such as the Fund, retain 82% of securities lending income (which excludes collateral investment fees), and","page_number":61,"box":{"x":60,"y":150,"width":872,"height":12}},{"id":"ba3f1220-e9e1-434a-8ec4-675c552e09a2","block_type":"box","text":"(ii) this amount can never be less than 70% of the sum of securities lending income plus collateral investment fees.","page_number":61,"box":{"x":60,"y":165,"width":805,"height":12}},{"id":"29edd404-740a-418c-bcb6-a0ad2cc90f9b","block_type":"box","text":"In addition, commencing the business day following the date that the aggregate securities lending income (which includes,","page_number":61,"box":{"x":60,"y":191,"width":863,"height":13}},{"id":"30378f92-a2c7-4f46-8da8-e2f2feff89b2","block_type":"box","text":"for this purpose, collateral investment fees) earned across the iShares Complex (as defined in the","page_number":61,"box":{"x":59,"y":206,"width":679,"height":13}},{"id":"459ea0ca-4a27-451f-bb29-975893c83e45","block_type":"box","text":"Management — Trustees","page_number":61,"box":{"x":742,"y":207,"width":179,"height":12}},{"id":"63fa64cd-010c-4479-8dc7-01dccd29c95e","block_type":"box","text":"and Officers","page_number":61,"box":{"x":59,"y":222,"width":84,"height":11}},{"id":"97b7bbb5-99cf-4753-8ca5-f4500ffcba3a","block_type":"box","text":"section of this SAI) in a calendar year exceeds specified thresholds, each applicable fund-of-funds, pursuant to","page_number":61,"box":{"x":148,"y":222,"width":774,"height":12}},{"id":"82ee1a84-2068-44b9-bdac-9b2e84989c32","block_type":"box","text":"the current Securities Lending Agency Agreement, will receive for the remainder of that calendar year securities lending","page_number":61,"box":{"x":59,"y":237,"width":837,"height":12}},{"id":"ea80d323-8349-4e45-9ca5-cb1f4a764e61","block_type":"box","text":"income as follows:","page_number":61,"box":{"x":60,"y":252,"width":128,"height":10}},{"id":"0be291f5-1928-439b-a53f-6eead4670747","block_type":"box","text":"(i) 85% of securities lending income (which excludes collateral investment fees) and (ii) this amount can never be less than","page_number":61,"box":{"x":60,"y":278,"width":862,"height":13}},{"id":"c2b308bb-ad82-4b70-9890-154ece67b46d","block_type":"box","text":"70% of the sum of securities lending income plus collateral investment fees.","page_number":61,"box":{"x":59,"y":293,"width":533,"height":13}},{"id":"89e0294a-02f8-4099-8272-e2ce3b424957","block_type":"box","text":"Because the Fund is newly launched, no services have been provided by BTC as the Fund’s securities lending agent, and the","page_number":61,"box":{"x":60,"y":320,"width":862,"height":12}},{"id":"03d1b3d9-74fa-41b7-9e8f-1967d8147df0","block_type":"box","text":"Fund had no income and fees/compensation related to securities lending activities for the fiscal year ended July 31, 2025.","page_number":61,"box":{"x":60,"y":335,"width":847,"height":12}},{"id":"cc50b25c-283e-44ad-bcad-af23cb32a51e","block_type":"box","text":"Payments by BFA and its Affiliates.","page_number":61,"box":{"x":60,"y":361,"width":247,"height":13}},{"id":"f046b130-858b-4b9f-bbb8-5e33921395ec","block_type":"box","text":"BFA and/or its affiliates (“BFA Entities”) pay certain broker-dealers, registered","page_number":61,"box":{"x":317,"y":361,"width":539,"height":13}},{"id":"6dd20ea1-6d26-4b9e-8ec0-6a7b9d3b036e","block_type":"box","text":"investment advisers, banks and other financial intermediaries (“Intermediaries”) for certain activities related to the Fund and","page_number":61,"box":{"x":60,"y":377,"width":869,"height":12}},{"id":"0dd02424-0809-4b00-8caf-9ac72d79d74c","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":61,"box":{"x":59,"y":392,"width":866,"height":12}},{"id":"d3886f8b-abf4-41a8-b0e0-6baaba958cd4","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":61,"box":{"x":60,"y":407,"width":842,"height":12}},{"id":"d78f231b-643f-4e6b-aa81-1603b9a22a53","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":61,"box":{"x":60,"y":422,"width":875,"height":12}},{"id":"7dd56543-7bba-4d5e-a8b8-705ec158e9de","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":61,"box":{"x":60,"y":437,"width":873,"height":12}},{"id":"30683093-c73a-4333-9f8e-d5275bcda238","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":61,"box":{"x":59,"y":452,"width":817,"height":12}},{"id":"58569911-df58-4d6e-b483-b40c6162ad3f","block_type":"box","text":"activities that are designed to make registered representatives, other professionals and individual investors more","page_number":61,"box":{"x":59,"y":467,"width":786,"height":13}},{"id":"da1af008-d1b7-484d-9641-e7ff9041614e","block_type":"box","text":"knowledgeable about exchange-traded products, including the Fund and other Products, or for other activities, such as","page_number":61,"box":{"x":60,"y":482,"width":834,"height":13}},{"id":"538c3eb6-43ba-4fff-90c4-c52ae26d05f0","block_type":"box","text":"participation in marketing activities and presentations, educational training programs, conferences, the development of","page_number":61,"box":{"x":59,"y":497,"width":837,"height":13}},{"id":"4d6897a8-b91e-4967-acc4-e10b62dc6b63","block_type":"box","text":"technology platforms and reporting systems (“Education Costs”). BFA Entities also make payments to Intermediaries for","page_number":61,"box":{"x":59,"y":513,"width":841,"height":12}},{"id":"06f252e4-12ed-4a88-8aed-249ade97ab5a","block_type":"box","text":"certain printing, publishing and mailing costs or materials relating to the Fund or other Products (“Publishing Costs”). In","page_number":61,"box":{"x":59,"y":528,"width":841,"height":12}},{"id":"9ca18367-8720-4d6b-863f-3e24c0233d0f","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":61,"box":{"x":59,"y":543,"width":844,"height":12}},{"id":"8dfd6f5f-0b4d-4422-8c68-e9c97149ff13","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":61,"box":{"x":59,"y":558,"width":857,"height":12}},{"id":"003aca4a-05c6-4a13-802a-a9ee90fc5d6d","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":61,"box":{"x":59,"y":573,"width":847,"height":12}},{"id":"afa2cab2-87e3-4ea3-96a0-896030fe44f0","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":61,"box":{"x":59,"y":588,"width":865,"height":13}},{"id":"f443b57c-9ba6-400c-9179-50a8cf9039c6","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":61,"box":{"x":60,"y":603,"width":853,"height":13}},{"id":"24e2bf5c-daf1-4998-a7ef-e6937f3424cf","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":61,"box":{"x":60,"y":618,"width":867,"height":13}},{"id":"aa688448-9469-4c13-addc-2dbbb4a8d644","block_type":"box","text":"sometimes referred to as revenue-sharing payments.","page_number":61,"box":{"x":59,"y":634,"width":369,"height":12}},{"id":"da34ac2e-6500-44b1-8009-c4da4d38cb22","block_type":"box","text":"Payments to an Intermediary may be significant to the Intermediary, and amounts that Intermediaries pay to your","page_number":61,"box":{"x":60,"y":660,"width":794,"height":12}},{"id":"e3b22523-5d19-41df-aaa8-2489d6c27bc4","block_type":"box","text":"salesperson or other investment professional may also be significant for your salesperson or other investment professional.","page_number":61,"box":{"x":59,"y":675,"width":861,"height":12}},{"id":"dd700c03-aa7c-437d-8d43-3f136390596c","block_type":"box","text":"Because an Intermediary may make decisions about which investment options it will recommend or make available to its","page_number":61,"box":{"x":60,"y":690,"width":845,"height":13}},{"id":"64ff3a1a-d0dd-4859-8b0a-c8a718034c63","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":61,"box":{"x":59,"y":705,"width":843,"height":13}},{"id":"9c1f28ff-5c24-4e7b-b7e1-f5229607c296","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":61,"box":{"x":59,"y":720,"width":872,"height":13}},{"id":"1872d03b-5534-4b97-aeae-4727f5bcd8d3","block_type":"box","text":"clients. These financial incentives may cause the Intermediary to recommend the Fund or other Products or otherwise","page_number":61,"box":{"x":59,"y":736,"width":827,"height":12}},{"id":"c1c6bc37-4f23-4206-8cd9-7ba008323244","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":61,"box":{"x":59,"y":751,"width":874,"height":12}},{"id":"7e3d6e0b-3614-4c71-b6f5-3ffe393ddd28","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":61,"box":{"x":60,"y":766,"width":798,"height":12}},{"id":"cf484a19-f53a-486b-bfe8-5e265fe0498a","block_type":"box","text":"Intermediary firm.","page_number":61,"box":{"x":60,"y":781,"width":124,"height":12}},{"id":"4621c0e6-ee50-4325-9d25-0feccdb73fe9","block_type":"box","text":"In addition to the payments described above, BFA Entities have developed proprietary tools, calculators and related","page_number":61,"box":{"x":60,"y":807,"width":802,"height":13}},{"id":"c2e10ff7-0de3-4187-8b2e-99fb2e1dd6a1","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":61,"box":{"x":60,"y":823,"width":812,"height":12}},{"id":"cd37f70a-4981-4624-9af2-62c61bd76669","block_type":"box","text":"Intermediaries. BlackRock may configure these tools and calculators and localize the content for Intermediaries as part of its","page_number":61,"box":{"x":60,"y":838,"width":867,"height":12}},{"id":"59bb9fb5-3f82-46c4-987d-de08fd38a8ec","block_type":"box","text":"customary digital marketing support and promotion of the Fund or other Products.","page_number":61,"box":{"x":59,"y":853,"width":581,"height":12}},{"id":"d4529eb1-34b2-4906-97c9-cd6e80a0e9b2","block_type":"box","text":"49","page_number":61,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"0a8fb80d-9666-46e0-93de-0fbd3e7b111a","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":62,"box":{"x":59,"y":67,"width":862,"height":12}},{"id":"8fefe98d-6eaf-4788-8ebf-e61455622b81","block_type":"box","text":"Costs or Publishing Costs) to one Intermediary, Fidelity Brokerage Services LLC (“FBS”). Effective June 4, 2016, this","page_number":62,"box":{"x":59,"y":82,"width":795,"height":12}},{"id":"56130ab6-96bd-4289-b734-477b6d562d20","block_type":"box","text":"relationship was expanded to include National Financial Services, LLC (“NFS”), an affiliate of FBS. Pursuant to this special,","page_number":62,"box":{"x":60,"y":97,"width":847,"height":12}},{"id":"179c1d11-2cc5-4c63-bec5-35ba258f305a","block_type":"box","text":"long-term and significant arrangement (the “Marketing Program”), FBS, NFS and certain of their affiliates (collectively","page_number":62,"box":{"x":60,"y":112,"width":823,"height":12}},{"id":"0ba2276b-2656-44f5-b98b-e1f6bae80ddc","block_type":"box","text":"“Fidelity”) have agreed, among other things, to actively promote certain funds and Products to customers, investment","page_number":62,"box":{"x":59,"y":127,"width":827,"height":12}},{"id":"83192f47-86a5-4f27-a6ba-d279b2a1d980","block_type":"box","text":"professionals and other intermediaries and in advertising campaigns as the preferred exchange-traded product, to offer","page_number":62,"box":{"x":59,"y":142,"width":836,"height":13}},{"id":"a77f41ef-cebb-4f5d-be49-27fc6ebd296e","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":62,"box":{"x":59,"y":157,"width":839,"height":13}},{"id":"3a6fd328-c804-4259-a3a8-ae1666e372ae","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":62,"box":{"x":59,"y":172,"width":844,"height":13}},{"id":"e4265f28-7267-4164-9ca5-62e5c35e9a53","block_type":"box","text":"Marketing Program by, among other things, making certain payments to FBS and NFS for marketing and implementing","page_number":62,"box":{"x":59,"y":188,"width":832,"height":12}},{"id":"607042df-4a40-4361-a899-243784a22344","block_type":"box","text":"certain brokerage and investment programs. Upon termination of the arrangement, the BFA Entities will make additional","page_number":62,"box":{"x":59,"y":203,"width":841,"height":12}},{"id":"c6c19ae8-ae4c-4acc-9682-98b1aff310ef","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":62,"box":{"x":59,"y":218,"width":857,"height":12}},{"id":"ac47e1db-6aa0-4a36-9109-6d73c40ffda6","block_type":"box","text":"the level of services provided by FBS and NFS during the wind-down period.","page_number":62,"box":{"x":59,"y":233,"width":529,"height":12}},{"id":"09e9c170-f3ef-4f80-9d95-6c875b23ec32","block_type":"box","text":"In addition, BFA Entities have entered into other contractual arrangements with Intermediaries and certain other third parties","page_number":62,"box":{"x":60,"y":259,"width":872,"height":13}},{"id":"fb8bfb0f-1b4a-443d-9286-2b91e96c22f4","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":62,"box":{"x":59,"y":274,"width":824,"height":13}},{"id":"ccbc4d0b-c77f-45a5-a3ce-7bdb1ff3b9b8","block_type":"box","text":"Products. Such agreements can include payments by BFA Entities to such Intermediaries and third parties for data collection","page_number":62,"box":{"x":60,"y":290,"width":867,"height":12}},{"id":"b7045f1e-5998-4cb8-89a0-5a33bc8878af","block_type":"box","text":"and provision, technology support, platform enhancement, or educational content, co-marketing and cross-promotional","page_number":62,"box":{"x":59,"y":305,"width":844,"height":12}},{"id":"5b4927ce-b799-4c44-8988-1c6a9120e6ce","block_type":"box","text":"efforts. In certain cases, such payments to Intermediaries are subject to certain minimum payment levels or tiered payments.","page_number":62,"box":{"x":59,"y":320,"width":872,"height":12}},{"id":"29a4b97f-295c-4cc4-8458-9e343b9c5ddf","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":62,"box":{"x":59,"y":335,"width":849,"height":12}},{"id":"35d9fe36-d800-47c8-a156-00f9afe69bfd","block_type":"box","text":"diligence” payments for an Intermediary’s review of such funds and Products; payment for providing employee training and","page_number":62,"box":{"x":59,"y":350,"width":864,"height":12}},{"id":"f51238d4-8fdb-49fc-adef-08dc87d70621","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":62,"box":{"x":60,"y":365,"width":864,"height":13}},{"id":"824dd494-692f-404a-9360-745b9e7976de","block_type":"box","text":"registered representatives, salespersons or other personnel, fees for maintaining an Intermediary’s investor platform, “shelf","page_number":62,"box":{"x":60,"y":380,"width":861,"height":13}},{"id":"8f80c0f1-b019-4080-b550-4a7db671090f","block_type":"box","text":"space” payments for making such funds and Products available on the Intermediary’s platform or fees for providing","page_number":62,"box":{"x":59,"y":395,"width":807,"height":13}},{"id":"b59386c1-8776-4395-8f5c-3a08446c364e","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":62,"box":{"x":59,"y":411,"width":871,"height":12}},{"id":"80d28cb1-8288-4803-96aa-0055c24ae50f","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":62,"box":{"x":60,"y":426,"width":875,"height":12}},{"id":"5ffaa3ab-ad58-4080-b723-8b70063fd8ba","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":62,"box":{"x":60,"y":441,"width":851,"height":12}},{"id":"794c37e0-ca03-4792-9986-be6dc4628bbe","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":62,"box":{"x":59,"y":456,"width":855,"height":12}},{"id":"75694de8-d67b-45e7-b860-9addfb7b2862","block_type":"box","text":"the Intermediaries and other third parties (or their respective affiliates) receiving one or more types of the contractual","page_number":62,"box":{"x":59,"y":471,"width":821,"height":12}},{"id":"37fb010b-2dec-4a01-b9fa-8abec332e8e1","block_type":"box","text":"payments described above include (in addition to FBS and NFS): &Partners, Advisor Credit Exchange, AE Wealth","page_number":62,"box":{"x":59,"y":486,"width":780,"height":12}},{"id":"cdc8a19f-959d-4824-8823-3885f9da165d","block_type":"box","text":"Management, LLC, American Enterprise Investment Services, Inc., Avantax Investment Services, Inc., BNY Mellon Capital","page_number":62,"box":{"x":59,"y":501,"width":840,"height":13}},{"id":"0cca0994-7e46-4739-abc4-6e75bbe338e6","block_type":"box","text":"Markets, LLC, BNY Mellon Performance & Risk Analytics, LLC, Cetera Financial Group, Inc., Charles Schwab & Co., Inc.,","page_number":62,"box":{"x":59,"y":516,"width":822,"height":13}},{"id":"d7fb7b3a-142c-4ead-8f22-bc9f809b9724","block_type":"box","text":"Clearstream Fund Centre AG, Commonwealth Equity Services, LLC, Dorsey Wright and Associates, LLC, Dynasty Financial","page_number":62,"box":{"x":59,"y":531,"width":848,"height":13}},{"id":"00f18f50-6c53-4e6b-ba33-857867ce8809","block_type":"box","text":"Partners LLC, E*Trade Securities LLC, Envestnet Asset Management, Inc., iCapital Markets LLC, Interactive Brokers LLC, LPL","page_number":62,"box":{"x":60,"y":547,"width":858,"height":12}},{"id":"36ff4852-1b7e-414e-ba15-f736b0422da1","block_type":"box","text":"Financial LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, MML Investors Services, LLC, Morgan Stanley Smith Barney","page_number":62,"box":{"x":60,"y":562,"width":876,"height":12}},{"id":"dc7d5a9b-bbd9-4489-8684-5c4f28ec5889","block_type":"box","text":"LLC, Northwestern Mutual Investment Services, LLC, Orion Portfolio Solutions, LLC, Pershing LLC, Raymond James Financial","page_number":62,"box":{"x":60,"y":577,"width":861,"height":12}},{"id":"d7f21328-1764-485b-8180-23778ccfecf6","block_type":"box","text":"Services, Inc., Riskalyze, Inc., Sanctuary Wealth Group, LLC, UBS Financial Services Inc., Wells Fargo Clearing Services, LLC and","page_number":62,"box":{"x":59,"y":592,"width":877,"height":12}},{"id":"19ace376-c346-4c5a-a0fc-e9acbbf733c9","block_type":"box","text":"Wells Fargo Advisors Financial Network, LLC. Any additions, modifications, or deletions to Intermediaries and other third","page_number":62,"box":{"x":59,"y":607,"width":841,"height":12}},{"id":"f221387b-01ae-4f1e-80ed-8859c72b9936","block_type":"box","text":"parties listed above that have occurred since the date of this SAI are not included in the list.","page_number":62,"box":{"x":59,"y":622,"width":637,"height":13}},{"id":"09cc32b9-8ca0-4276-8efb-768bd576041f","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":62,"box":{"x":60,"y":649,"width":860,"height":12}},{"id":"f4d00b98-d5f3-472e-b510-f8edaa3b64cb","block_type":"box","text":"immediately preceding paragraph. BFA Entities may determine to make such payments based on any number of metrics. For","page_number":62,"box":{"x":60,"y":664,"width":870,"height":12}},{"id":"39158c71-c118-4f4f-9628-1631d2180e29","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":62,"box":{"x":59,"y":679,"width":826,"height":12}},{"id":"dffb0b37-676a-40e9-ac47-e10e747b5b57","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":62,"box":{"x":60,"y":694,"width":820,"height":12}},{"id":"7e3e9dea-c37a-4829-b002-9748615ed631","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":62,"box":{"x":60,"y":709,"width":805,"height":12}},{"id":"0498aa17-b68b-4ca8-a2e0-db87b883ec21","block_type":"box","text":"maximum payment, or any combination of the foregoing. Please contact your salesperson or other investment professional","page_number":62,"box":{"x":60,"y":724,"width":862,"height":13}},{"id":"34eeb551-77e0-4889-a2bd-59c6aabbaf53","block_type":"box","text":"for more information regarding any such payments or financial incentives his or her Intermediary firm may receive. Any","page_number":62,"box":{"x":59,"y":739,"width":835,"height":13}},{"id":"efa9bef1-056c-41c6-8447-bbea4f9dbf40","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":62,"box":{"x":59,"y":754,"width":824,"height":13}},{"id":"c1810140-c201-46fb-a213-3d760936ed36","block_type":"box","text":"Intermediary to encourage customers to buy shares of the Fund or other Products.","page_number":62,"box":{"x":60,"y":770,"width":578,"height":12}},{"id":"cdc15dea-d417-41d6-98dd-a47b759af2f2","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":62,"box":{"x":59,"y":796,"width":864,"height":12}},{"id":"94f4d815-3235-45b1-bcb9-cb85d1b3f2f1","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":62,"box":{"x":59,"y":811,"width":815,"height":13}},{"id":"2c05a9e0-d14f-4b53-aa37-967ae631fa88","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":62,"box":{"x":59,"y":826,"width":859,"height":13}},{"id":"ab35a655-8c35-4a8e-afa2-7aed604b8627","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":62,"box":{"x":59,"y":841,"width":864,"height":13}},{"id":"45c631cc-977d-485a-846b-79f2cb5117d1","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":62,"box":{"x":59,"y":857,"width":847,"height":12}},{"id":"669306d5-a060-4cf2-a074-fdd42aa60568","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":62,"box":{"x":59,"y":872,"width":852,"height":12}},{"id":"76ce267e-19d5-4cc6-bc77-0b1f836087ec","block_type":"box","text":"not be paid from any Fund assets. Other funds managed by BFA may also participate in such programs.","page_number":62,"box":{"x":60,"y":887,"width":721,"height":12}},{"id":"5974c401-222e-4db4-b4c3-f47cf8c8895f","block_type":"box","text":"50","page_number":62,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"165e82b3-6b97-4ef2-a1f4-a66c4b299d3b","block_type":"box","text":"Determination of Net Asset Value","page_number":63,"box":{"x":62,"y":67,"width":558,"height":23}},{"id":"79a625d2-7743-4fa3-9559-cfa57f1be2d9","block_type":"box","text":"Valuation of Shares.","page_number":63,"box":{"x":59,"y":108,"width":143,"height":10}},{"id":"fe28d247-9bf4-40ff-91eb-051e87736c88","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":63,"box":{"x":207,"y":108,"width":707,"height":13}},{"id":"b59a1c8d-dae8-40d7-b740-4f074e5bcec3","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":63,"box":{"x":59,"y":123,"width":876,"height":13}},{"id":"9b124169-1113-4d79-a7bc-bb61969b9567","block_type":"box","text":"by the Fund is as follows:","page_number":63,"box":{"x":60,"y":138,"width":173,"height":13}},{"id":"e09ba8dd-73af-4bc3-a24c-1065f034472f","block_type":"box","text":"Equity Investments.","page_number":63,"box":{"x":60,"y":166,"width":139,"height":11}},{"id":"0965d322-2418-4fd6-8681-d6efc2c5d4ea","block_type":"box","text":"Equity securities traded on a recognized securities exchange (","page_number":63,"box":{"x":205,"y":165,"width":430,"height":12}},{"id":"32053666-7576-4cd9-b724-a91b414d1ce4","block_type":"box","text":"e.g.","page_number":63,"box":{"x":636,"y":168,"width":23,"height":9}},{"id":"e3b381e1-099b-4638-8161-33f4417a0292","block_type":"box","text":", NYSE), on separate trading boards of a","page_number":63,"box":{"x":661,"y":165,"width":276,"height":12}},{"id":"178cc6f9-003d-471b-9190-4ba82acb8454","block_type":"box","text":"securities exchange or through a market system that provides contemporaneous transaction pricing information (each an","page_number":63,"box":{"x":59,"y":180,"width":854,"height":12}},{"id":"65613b01-98a9-473f-ba71-33a7c64901ef","block_type":"box","text":"“Exchange”) are valued using information obtained via independent pricing services, generally at the closing price or, if an","page_number":63,"box":{"x":59,"y":195,"width":852,"height":12}},{"id":"7405531b-5d08-431f-9383-549ae979999d","block_type":"box","text":"Exchange closing price is not available, the last traded price on that Exchange prior to the time as of which the assets or","page_number":63,"box":{"x":60,"y":210,"width":838,"height":13}},{"id":"2a6a422f-c820-4032-a985-1f23d575fed6","block_type":"box","text":"liabilities are valued. However, under certain circumstances, other means of determining current market value may be used. If","page_number":63,"box":{"x":60,"y":225,"width":878,"height":13}},{"id":"3331cded-9780-4221-9a5b-08e1ec092228","block_type":"box","text":"an equity security is traded on more than one Exchange, the current market value of the security where it is primarily traded","page_number":63,"box":{"x":59,"y":240,"width":867,"height":13}},{"id":"75dae73b-b907-4750-ae81-74d37bac1158","block_type":"box","text":"generally will be used. In the event that there are no sales involving an equity security held by the Fund on a day on which the","page_number":63,"box":{"x":59,"y":256,"width":877,"height":12}},{"id":"e5f5fc15-a310-45fd-a0b3-346b5088d52f","block_type":"box","text":"Fund values such security, the prior day’s price will be used, unless BFA determines that such prior day’s price no longer","page_number":63,"box":{"x":60,"y":271,"width":837,"height":12}},{"id":"57f9940d-1397-4af3-b1e0-e7d68667f453","block_type":"box","text":"reflects the fair value of the security, in which case such asset would be treated as a Fair Value Asset (as defined below).","page_number":63,"box":{"x":60,"y":286,"width":836,"height":12}},{"id":"79eebbc1-05c5-445e-8fbb-e262b549284d","block_type":"box","text":"Options, Futures, Swaps and Other Derivatives.","page_number":63,"box":{"x":59,"y":312,"width":338,"height":13}},{"id":"6e0efbcd-a1f4-434f-8a6a-bb5060601e5c","block_type":"box","text":"Exchange-traded equity options (except those that are customized) for","page_number":63,"box":{"x":403,"y":312,"width":496,"height":13}},{"id":"54bfaf47-4b94-4188-964e-33f12f5662fc","block_type":"box","text":"which market quotations are readily available are valued at the mean of the last bid and ask prices as quoted on the","page_number":63,"box":{"x":59,"y":327,"width":808,"height":13}},{"id":"f619b319-4ec4-4a6f-ab7a-99c658f082e0","block_type":"box","text":"Exchange or the board of trade on which such options are traded. In the event that there is no mean price available for an","page_number":63,"box":{"x":60,"y":343,"width":847,"height":12}},{"id":"45fff284-730c-4a9f-9b16-0fbcefa86b59","block_type":"box","text":"exchange traded equity option held by the Fund on a day on which the Fund values such option, the last bid (long positions)","page_number":63,"box":{"x":59,"y":358,"width":871,"height":12}},{"id":"6a2adebb-368c-4a07-9859-988a4768fe67","block_type":"box","text":"or ask (short positions) price, if available, will be used as the value of such option. If no bid or ask price is available on a day","page_number":63,"box":{"x":59,"y":373,"width":861,"height":12}},{"id":"8f7121e3-e157-4a15-97c9-a0854d47fa81","block_type":"box","text":"on which the Fund values such option, the prior day’s price will be used, unless BFA determines that such prior day’s price no","page_number":63,"box":{"x":59,"y":388,"width":876,"height":12}},{"id":"2cb34677-a3f7-4ce1-8077-21d7603f8d0d","block_type":"box","text":"longer reflects the fair value of the option, in which case such option will be treated as a Fair Value Asset (as defined below).","page_number":63,"box":{"x":60,"y":403,"width":867,"height":12}},{"id":"ca52a4e9-2f8e-42e6-b7f2-0c254b39dec2","block_type":"box","text":"Customized exchange-traded equity options, as well as OTC derivatives, may be valued using a mathematical model which","page_number":63,"box":{"x":59,"y":418,"width":858,"height":12}},{"id":"57e05fe0-143c-4cb4-860d-afb3e2656eda","block_type":"box","text":"may incorporate a number of market data factors. Financial futures contracts and options thereon, which are traded on","page_number":63,"box":{"x":60,"y":433,"width":834,"height":13}},{"id":"6e7fe38a-18d2-41ab-bfe2-5663ba4c65fc","block_type":"box","text":"exchanges, are valued at their last sale price or settle price as of the close of such exchanges. Swap agreements and other","page_number":63,"box":{"x":59,"y":448,"width":852,"height":13}},{"id":"36b19f57-ae9e-47e1-9d41-bdf8f6a9a03b","block_type":"box","text":"derivatives are generally valued daily based upon quotations from market makers or by a pricing service in accordance with","page_number":63,"box":{"x":59,"y":463,"width":862,"height":13}},{"id":"21e4b7b9-cf7d-43ee-993e-f736fdd9e1c7","block_type":"box","text":"the Valuation Procedures.","page_number":63,"box":{"x":59,"y":479,"width":179,"height":9}},{"id":"d7443746-38ac-4081-ae9c-895436fd7546","block_type":"box","text":"Underlying Funds.","page_number":63,"box":{"x":60,"y":505,"width":130,"height":12}},{"id":"9d51286a-20e0-4c3d-91a0-5852a66e8f89","block_type":"box","text":"Shares of underlying open-end funds (including money market funds) are valued at NAV. Shares of","page_number":63,"box":{"x":195,"y":505,"width":693,"height":12}},{"id":"f178516d-eff4-483f-8a24-35edbb071972","block_type":"box","text":"underlying exchange-traded closed-end funds or other ETFs will be valued at their most recent closing price.","page_number":63,"box":{"x":60,"y":520,"width":759,"height":12}},{"id":"1ce6ae19-e039-4ab1-9515-341202b0c061","block_type":"box","text":"General Valuation Information.","page_number":63,"box":{"x":59,"y":547,"width":222,"height":9}},{"id":"a5d87042-3c92-4fad-a877-650b53c7b10a","block_type":"box","text":"Prices obtained from independent third-party pricing services, broker-dealers or market","page_number":63,"box":{"x":287,"y":547,"width":613,"height":12}},{"id":"9f19a7cf-4d1a-487a-870d-714c3706f26a","block_type":"box","text":"makers to value the Fund’s securities and other assets and liabilities are based on information available at the time the Fund","page_number":63,"box":{"x":60,"y":562,"width":865,"height":9}},{"id":"ac081703-77f4-4353-b19d-ac582a77766c","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":63,"box":{"x":59,"y":577,"width":853,"height":12}},{"id":"9229662b-4e88-4ee3-9f4f-9591ae3606a5","block_type":"box","text":"which the Fund valued such security, the revised pricing service quotation generally will be applied prospectively. Such","page_number":63,"box":{"x":59,"y":592,"width":827,"height":12}},{"id":"db19bf83-50aa-4611-a92a-16bd2e9ec742","block_type":"box","text":"determination will be made considering pertinent facts and circumstances surrounding the revision.","page_number":63,"box":{"x":59,"y":607,"width":701,"height":12}},{"id":"24b6ce86-cffb-4e69-9881-bf20a9109ef3","block_type":"box","text":"The price the Fund could receive upon the sale of any particular portfolio investment may differ from the Fund’s valuation of","page_number":63,"box":{"x":59,"y":634,"width":870,"height":12}},{"id":"0764a8b6-d17a-4c27-8ffc-71e68f6abbee","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":63,"box":{"x":59,"y":649,"width":794,"height":12}},{"id":"ee478f22-2fd9-4cc4-83ba-77e85a688be5","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":63,"box":{"x":60,"y":664,"width":819,"height":12}},{"id":"3c6928dd-12cd-449d-a1c5-b9f5561e536e","block_type":"box","text":"investment may be less than the value ascribed by the Fund, and the Fund could realize a greater than expected loss or lesser","page_number":63,"box":{"x":60,"y":679,"width":875,"height":12}},{"id":"626dedaf-b0e7-48c4-8a57-55a7987bf4da","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":63,"box":{"x":59,"y":694,"width":816,"height":12}},{"id":"ac7bb89b-98a3-4bd8-98ac-7943d1c04651","block_type":"box","text":"technological issues and/or errors by pricing services or other third-party service providers.","page_number":63,"box":{"x":59,"y":709,"width":639,"height":12}},{"id":"a916df2c-3bd4-4fb4-9c79-b02b7ac197ef","block_type":"box","text":"All cash, receivables and current payables are carried on the Fund’s books at their fair value.","page_number":63,"box":{"x":59,"y":736,"width":641,"height":12}},{"id":"ddc39961-979c-4105-afcb-06f9693ef8de","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":63,"box":{"x":60,"y":762,"width":871,"height":12}},{"id":"1d4a6859-9af3-461c-a7f6-4a964ef968a8","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":63,"box":{"x":59,"y":777,"width":823,"height":13}},{"id":"a2b0fbaa-c97c-4627-a797-f2de4b42780b","block_type":"box","text":"accordance with a method approved by BFA, the Fund’s valuation designee, as reflecting fair value. All other assets and","page_number":63,"box":{"x":59,"y":792,"width":833,"height":13}},{"id":"e914101a-1126-4f49-a028-43a4cea96611","block_type":"box","text":"liabilities (including securities for which market quotations are not readily available) held by the Fund (including restricted","page_number":63,"box":{"x":60,"y":807,"width":850,"height":13}},{"id":"6faecb4f-673e-4007-9a4a-a61561c8cddc","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":63,"box":{"x":59,"y":823,"width":862,"height":12}},{"id":"5bacb95d-fefd-43ff-b664-be32d0a147da","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":63,"box":{"x":60,"y":838,"width":804,"height":12}},{"id":"ba986509-051d-472d-b0cb-336e1f52e8e0","block_type":"box","text":"Fair Value.","page_number":63,"box":{"x":60,"y":864,"width":73,"height":10}},{"id":"068be03a-6e21-4eac-9359-d8c00db59322","block_type":"box","text":"When market quotations are not readily available or are believed by BFA to be unreliable, the Fund’s investments","page_number":63,"box":{"x":138,"y":864,"width":784,"height":12}},{"id":"8b6f760a-c469-4242-a783-61a516aef5d4","block_type":"box","text":"are valued at fair value (“Fair Value Assets”). Fair Value Assets are valued by BFA in accordance with the Valuation","page_number":63,"box":{"x":59,"y":879,"width":793,"height":13}},{"id":"3dd78757-c565-492c-a10a-a49af2f4ba52","block_type":"box","text":"51","page_number":63,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"069b412e-4c43-43b5-8181-cfa8a1b9c98b","block_type":"box","text":"Procedures. Pursuant to Rule 2a-5 under the Investment Company Act, the Board of Trustees has designated BFA as the","page_number":64,"box":{"x":60,"y":67,"width":838,"height":12}},{"id":"9c673ee0-969b-4ed9-ab82-d3a470307460","block_type":"box","text":"valuation designee for the respective Funds for which it serves as investment adviser. BFA may reasonably conclude that a","page_number":64,"box":{"x":59,"y":82,"width":852,"height":12}},{"id":"31c1f5a9-47d6-45e5-834c-44c10273110f","block_type":"box","text":"market quotation is not readily available or is unreliable if, among other things, a security or other asset or liability does not","page_number":64,"box":{"x":60,"y":97,"width":859,"height":12}},{"id":"91c75502-dd7e-4e99-a1fc-562c68452269","block_type":"box","text":"have a price source due to its complete lack of trading, if BFA believes a market quotation from a broker-dealer or other","page_number":64,"box":{"x":60,"y":112,"width":834,"height":12}},{"id":"12fde457-0717-4f43-bb68-81aa7b6b5fc9","block_type":"box","text":"source is unreliable (","page_number":64,"box":{"x":59,"y":127,"width":144,"height":12}},{"id":"7abf3360-9629-4b11-9f8b-884a0261d0dd","block_type":"box","text":"e.g.","page_number":64,"box":{"x":204,"y":130,"width":23,"height":9}},{"id":"4cdd8fc8-6ace-4393-8cd9-0146e9992e9a","block_type":"box","text":", where it varies significantly from a recent trade, or no longer reflects the fair value of the security or","page_number":64,"box":{"x":229,"y":127,"width":703,"height":12}},{"id":"5512a19b-7049-4fbb-8730-b2088d05a2d3","block_type":"box","text":"other asset or liability subsequent to the most recent market quotation), or where the security or other asset or liability is","page_number":64,"box":{"x":59,"y":142,"width":846,"height":13}},{"id":"068c785e-34dc-4ff2-ad76-d64844bbdb6a","block_type":"box","text":"only thinly traded or due to the occurrence of a significant event subsequent to the most recent market quotation. For this","page_number":64,"box":{"x":59,"y":157,"width":856,"height":13}},{"id":"726f928b-3de9-469e-9f12-dc80a1f6dc12","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":64,"box":{"x":59,"y":172,"width":861,"height":13}},{"id":"97619d9c-14a3-49b3-9b97-b6ddd3d2f418","block_type":"box","text":"occurred after the close of trading for an asset or liability but prior to or at the time of pricing the Fund’s assets or liabilities, is","page_number":64,"box":{"x":59,"y":188,"width":878,"height":12}},{"id":"758f22e9-4a21-4009-a7bd-a69c5cd5a4bc","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":64,"box":{"x":60,"y":203,"width":863,"height":12}},{"id":"357293c5-0a38-4113-a90a-77464e2fa7e2","block_type":"box","text":"liabilities of, the Fund. On any day the NYSE is open and a foreign market or the primary exchange on which a foreign asset or","page_number":64,"box":{"x":60,"y":218,"width":878,"height":12}},{"id":"3fda1d7d-c2e5-48cf-a539-09e0345a8506","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":64,"box":{"x":60,"y":233,"width":857,"height":12}},{"id":"27706856-3be5-414e-9440-5bc1b9e920e6","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":64,"box":{"x":59,"y":248,"width":829,"height":12}},{"id":"1c3679f4-71bb-40c2-a216-e6e5c2ff020c","block_type":"box","text":"liability, in which case such asset or liability would be treated as a Fair Value Asset.","page_number":64,"box":{"x":60,"y":263,"width":573,"height":12}},{"id":"b7171b3c-02df-405e-b3ab-60393469453d","block_type":"box","text":"BFA’s Rule 2a-5 Committee is responsible for reviewing and approving methodologies by investment type and significant","page_number":64,"box":{"x":60,"y":290,"width":843,"height":12}},{"id":"26fc3069-3105-4406-902e-96fe8720b38f","block_type":"box","text":"inputs used in the fair valuation of Fund assets or liabilities. In addition, the Fund’s accounting agent assists BFA by","page_number":64,"box":{"x":60,"y":305,"width":803,"height":12}},{"id":"cde5ec1b-377b-4c51-93a1-793c9f26768e","block_type":"box","text":"periodically endeavoring to confirm the prices it receives from all third-party pricing services, index providers and broker","page_number":64,"box":{"x":59,"y":320,"width":846,"height":12}},{"id":"b3e69ed3-c97a-46fe-9055-d51b6df324c6","block_type":"box","text":"dealers and regularly evaluating the values assigned to the securities and other assets and liabilities of the Fund. The pricing","page_number":64,"box":{"x":59,"y":335,"width":867,"height":12}},{"id":"5c9690ea-494d-42f2-a33a-a4203468d0a1","block_type":"box","text":"of all Fair Value Assets is subsequently reported to the Board or a committee thereof.","page_number":64,"box":{"x":59,"y":350,"width":592,"height":12}},{"id":"ec23d9d9-4a4c-43d0-ac9d-403e40338d7c","block_type":"box","text":"When determining the price for a Fair Value Asset, BFA will seek to determine the price that the Fund might reasonably","page_number":64,"box":{"x":59,"y":377,"width":832,"height":12}},{"id":"e1175c94-01a7-4c33-beac-423983b46b60","block_type":"box","text":"expect to receive from the current sale of that asset or liability in an arm’s-length transaction on the date on which the asset","page_number":64,"box":{"x":59,"y":392,"width":870,"height":12}},{"id":"3b4368ff-746a-4c3f-ac62-ebd107a5fed9","block_type":"box","text":"or liability is being valued, and does not seek to determine the price the Fund might reasonably expect to receive for selling","page_number":64,"box":{"x":59,"y":407,"width":859,"height":12}},{"id":"fc3316fb-a013-40a6-841a-df6d7438b30a","block_type":"box","text":"an 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":64,"box":{"x":59,"y":422,"width":878,"height":12}},{"id":"45efc0b3-234a-4a76-8751-9b76b31c2471","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":64,"box":{"x":59,"y":437,"width":878,"height":12}},{"id":"85d3160c-9b7d-4bc9-b373-efb29af8e2a6","block_type":"box","text":"by BFA using proprietary or third-party valuation models.","page_number":64,"box":{"x":60,"y":452,"width":396,"height":12}},{"id":"19d139cc-60eb-40ce-8281-e433ede93767","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":64,"box":{"x":60,"y":479,"width":847,"height":12}},{"id":"c58e1363-21f4-4bb8-b208-1a59d2967a51","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":64,"box":{"x":60,"y":494,"width":865,"height":12}},{"id":"56039b05-4756-4f40-b8eb-36202d2412e9","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":64,"box":{"x":59,"y":509,"width":879,"height":12}},{"id":"7c77203f-ed61-4fb2-9821-9690f1c343c4","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":64,"box":{"x":59,"y":524,"width":796,"height":12}},{"id":"5ba678bb-3a74-4b80-8d2b-3781167c5912","block_type":"box","text":"transactions in the relevant investment (or comparable instruments) or, where appropriate, an appraisal by a third-party","page_number":64,"box":{"x":59,"y":539,"width":839,"height":12}},{"id":"848259fa-d5f8-440e-887c-a1c6c7ca6f45","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":64,"box":{"x":59,"y":554,"width":801,"height":13}},{"id":"304bbaf5-170f-469b-9dc4-13601e8b0ae7","block_type":"box","text":"investment.","page_number":64,"box":{"x":60,"y":570,"width":80,"height":9}},{"id":"ce95f41d-13f3-4b73-9d36-16da2e24a7a4","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":64,"box":{"x":59,"y":596,"width":864,"height":12}},{"id":"c4e8cc6a-3876-445e-9ce7-dcd18872eead","block_type":"box","text":"have been sold during the period in which the particular fair values were used in determining the Fund’s NAV. As a result, the","page_number":64,"box":{"x":60,"y":611,"width":872,"height":12}},{"id":"f19beb57-1d8d-4f4e-ab49-3fa673fc5288","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":64,"box":{"x":60,"y":626,"width":849,"height":12}},{"id":"9cdf10d6-71e8-4f29-b8c6-e1ff9757c454","block_type":"box","text":"effect of diluting or increasing the economic interest of existing shareholders.","page_number":64,"box":{"x":59,"y":641,"width":541,"height":12}},{"id":"d2d1771a-13a2-47aa-94b8-b6950489b725","block_type":"box","text":"The Fund’s annual audited financial statements, which are prepared in accordance with accounting principles generally","page_number":64,"box":{"x":59,"y":668,"width":837,"height":12}},{"id":"62587d15-fbf0-4317-98ab-e2d7189b5faf","block_type":"box","text":"accepted in the United States of America (“US GAAP”), follow the requirements for valuation set forth in Financial","page_number":64,"box":{"x":59,"y":683,"width":795,"height":12}},{"id":"861bf0e0-582b-4600-a132-0d12d2f177c4","block_type":"box","text":"Accounting Standards Board Accounting Standards Codification Topic 820, “Fair Value Measurements and Disclosures”","page_number":64,"box":{"x":59,"y":698,"width":837,"height":12}},{"id":"52da0009-5668-44ec-bcf3-1d071aa8cd1c","block_type":"box","text":"(“ASC 820”), which defines and establishes a framework for measuring fair value under US GAAP and expands financial","page_number":64,"box":{"x":60,"y":713,"width":835,"height":12}},{"id":"e6aa2221-2635-45ec-9238-09f0fa440711","block_type":"box","text":"statement disclosure requirements relating to fair value measurements.","page_number":64,"box":{"x":59,"y":728,"width":499,"height":12}},{"id":"98f36f91-e0d1-4f97-8677-e08d15739419","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":64,"box":{"x":59,"y":754,"width":871,"height":13}},{"id":"9ebd1a42-1787-4776-abf4-acf8b3f5ad68","block_type":"box","text":"changes may adversely affect the Fund. For example, the evolution of rules governing the determination of the fair market","page_number":64,"box":{"x":59,"y":770,"width":854,"height":12}},{"id":"7b8d8dd2-63dd-4b37-a459-b5456bb9762c","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":64,"box":{"x":59,"y":785,"width":862,"height":12}},{"id":"99b92051-06cf-4808-8787-d83ac330e7c1","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":64,"box":{"x":59,"y":800,"width":862,"height":12}},{"id":"1a4f7d89-6247-498a-a601-afe05daa4a89","block_type":"box","text":"assets or affect their liquidity due to the Fund’s inability to obtain a third-party determination of fair market value.","page_number":64,"box":{"x":59,"y":815,"width":793,"height":12}},{"id":"4382ce67-147a-435c-8f5c-e50d64ba3bff","block_type":"box","text":"52","page_number":64,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"df5928e4-9a11-45eb-8f86-d12797983b5c","block_type":"box","text":"Brokerage Transactions","page_number":65,"box":{"x":62,"y":67,"width":390,"height":30}},{"id":"49e992ac-1ee3-45ad-ade5-d265c2b3ae85","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":65,"box":{"x":59,"y":108,"width":877,"height":13}},{"id":"2c14b453-871c-44e3-a3c4-f89501b08e90","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":65,"box":{"x":59,"y":123,"width":836,"height":13}},{"id":"5a39fbb5-576e-419d-8b45-63bcc41cffa3","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":65,"box":{"x":59,"y":138,"width":818,"height":13}},{"id":"355cba0a-435b-415e-bc28-74273f4ef5f7","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":65,"box":{"x":59,"y":154,"width":877,"height":12}},{"id":"53c949f7-169b-4dc2-afbe-d56ea0889aa1","block_type":"box","text":"in positioning blocks of securities. While BFA generally seeks reasonable trade execution costs, the Fund does not necessarily","page_number":65,"box":{"x":60,"y":169,"width":875,"height":12}},{"id":"8c5ddc7b-b52a-4d49-9779-b3125656ea67","block_type":"box","text":"pay the lowest spread or commission available, and payment of the lowest commission or spread is not necessarily","page_number":65,"box":{"x":59,"y":184,"width":805,"height":12}},{"id":"05faa1c0-eb61-4472-8d07-b765b7cea148","block_type":"box","text":"consistent with obtaining the best price and execution in particular transactions. Subject to applicable legal requirements,","page_number":65,"box":{"x":59,"y":199,"width":852,"height":12}},{"id":"61fca2a8-693f-43c4-818d-8e69cc8ee2bd","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":65,"box":{"x":60,"y":214,"width":873,"height":12}},{"id":"2f58b650-203f-4c70-9028-14a3437cbf74","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":65,"box":{"x":60,"y":229,"width":838,"height":12}},{"id":"c254e1e6-0fd2-40e7-aaa7-5eaa12594369","block_type":"box","text":"determines in good faith that the commission is reasonable in relation to the services provided.","page_number":65,"box":{"x":59,"y":244,"width":665,"height":13}},{"id":"c80ec4ca-ce7a-4855-96aa-dddfa24f2fec","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":65,"box":{"x":60,"y":271,"width":824,"height":12}},{"id":"645b4512-3538-47f1-8d13-16bbb0829d10","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":65,"box":{"x":59,"y":286,"width":833,"height":12}},{"id":"d86af65c-f4cb-4f7c-b3c2-f57c79b85ff4","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":65,"box":{"x":59,"y":301,"width":792,"height":12}},{"id":"a09068f1-b667-4921-9248-ca948ada968c","block_type":"box","text":"transaction; (iii) BFA’s knowledge of the expected commission rates and spreads currently available; (iv) the activity existing","page_number":65,"box":{"x":59,"y":316,"width":864,"height":12}},{"id":"69cf893d-3dd3-4763-9d44-cbeaf6399aa4","block_type":"box","text":"and expected in the market for the particular security or instrument, including any anticipated execution difficulties; (v) the","page_number":65,"box":{"x":59,"y":331,"width":861,"height":13}},{"id":"1d48e906-e460-46b2-b0f2-87b023a6ba89","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":65,"box":{"x":59,"y":346,"width":820,"height":13}},{"id":"6355376b-54f2-4db7-85fe-f7bf70891158","block_type":"box","text":"services provided; (viii) the reasonableness of the commission, dealer spread or its equivalent for the specific transaction; and","page_number":65,"box":{"x":59,"y":361,"width":878,"height":13}},{"id":"0f3fb6be-9d29-4002-a0c6-86776e6e00d4","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":65,"box":{"x":60,"y":377,"width":832,"height":12}},{"id":"2d77b48d-530c-4879-bdbe-214817adfc87","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":65,"box":{"x":60,"y":392,"width":855,"height":12}},{"id":"9cc4525e-ec45-4144-b0a2-fa38218a4569","block_type":"box","text":"securities, or other circumstances.","page_number":65,"box":{"x":59,"y":407,"width":240,"height":11}},{"id":"9e2d8cef-0997-432a-a71b-6878d9f4c213","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":65,"box":{"x":59,"y":433,"width":863,"height":13}},{"id":"a97160d1-8f93-4b5a-92b3-3b8ec7d48be0","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":65,"box":{"x":59,"y":448,"width":845,"height":13}},{"id":"57aac615-67c1-4bf6-9982-d401d17cfa7a","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":65,"box":{"x":60,"y":463,"width":871,"height":13}},{"id":"b48cbafd-92ca-4a9d-b0d7-2168b777310d","block_type":"box","text":"services provided by that broker or dealer. This includes commissions paid on riskless principal transactions in securities","page_number":65,"box":{"x":59,"y":479,"width":839,"height":12}},{"id":"7be4bc7b-3b67-401f-b24b-88e1a1962107","block_type":"box","text":"under certain conditions.","page_number":65,"box":{"x":60,"y":494,"width":174,"height":9}},{"id":"a1081919-1fd4-4a13-b68d-e8708283e0ee","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":65,"box":{"x":60,"y":520,"width":849,"height":12}},{"id":"65a1f52b-e8c3-4bbc-b543-fba295ff73f1","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":65,"box":{"x":60,"y":535,"width":878,"height":13}},{"id":"cca62050-f83c-4782-9a0d-4c34c8f2dc3f","block_type":"box","text":"adopted rules expressly permitting these types of arrangements under certain circumstances. Generally, the broker will","page_number":65,"box":{"x":59,"y":550,"width":831,"height":13}},{"id":"7b6d8350-c0f8-4b81-ab10-c7b848439af6","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":65,"box":{"x":59,"y":566,"width":807,"height":12}},{"id":"1d481de8-064c-434e-bdef-0bb49a7fb070","block_type":"box","text":"transactions. These arrangements may not fall within the safe harbor of Section 28(e).","page_number":65,"box":{"x":59,"y":581,"width":604,"height":12}},{"id":"8decca1f-dd52-4011-9aaa-cb3d68548ce6","block_type":"box","text":"OTC issues, including most fixed-income securities such as corporate debt and U.S. Government securities, are normally","page_number":65,"box":{"x":59,"y":607,"width":842,"height":12}},{"id":"95186f0e-78d9-4ab7-a3eb-ca312cfe5dfa","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":65,"box":{"x":59,"y":622,"width":861,"height":13}},{"id":"b9e4a221-c2b8-4e6b-ae13-1f020d712811","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":65,"box":{"x":60,"y":637,"width":875,"height":13}},{"id":"53924c17-a740-4a12-b1d9-8d968c4105f2","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":65,"box":{"x":59,"y":652,"width":877,"height":13}},{"id":"cfed71e0-7e5d-4d20-8ff1-01d14b3cb5ae","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":65,"box":{"x":60,"y":668,"width":862,"height":12}},{"id":"ee1a4b9b-aa6c-4f55-8f64-68a27b991e92","block_type":"box","text":"security at the time, and includes the dealer’s normal profit.","page_number":65,"box":{"x":59,"y":683,"width":417,"height":12}},{"id":"52baea2d-1c00-47af-9763-a0307fda21d5","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":65,"box":{"x":60,"y":709,"width":804,"height":12}},{"id":"f42d276f-ba3a-443e-a1cd-81771a7bb7e7","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":65,"box":{"x":59,"y":724,"width":858,"height":13}},{"id":"5bf550a7-a89a-4791-99b4-0bd2d0ff6939","block_type":"box","text":"such transactions is obtained from the SEC. Since transactions in the OTC market usually involve transactions with the","page_number":65,"box":{"x":59,"y":739,"width":828,"height":13}},{"id":"fb02d497-1fa6-420e-8a07-a06e16b6ac31","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":65,"box":{"x":59,"y":754,"width":874,"height":13}},{"id":"8dc3a1eb-36d4-43bf-b365-51a3012a5c35","block_type":"box","text":"affiliated persons in connection with such transactions. The Fund will not purchase securities during the existence of any","page_number":65,"box":{"x":59,"y":770,"width":847,"height":12}},{"id":"e51e6f5d-f716-459d-9a25-5df98b0a6ed4","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":65,"box":{"x":60,"y":785,"width":853,"height":12}},{"id":"9efde9bb-12f5-4e17-ade3-e5d96af7621d","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":65,"box":{"x":59,"y":800,"width":875,"height":12}},{"id":"c2a1e50e-19b5-4212-9a6b-9965dc622bd4","block_type":"box","text":"Act.","page_number":65,"box":{"x":59,"y":815,"width":27,"height":10}},{"id":"66ca8151-1790-4c48-9eb3-dda66e072536","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":65,"box":{"x":60,"y":841,"width":855,"height":13}},{"id":"ec03d486-186e-4626-9a89-74d3d32649f0","block_type":"box","text":"currently expect to incur any brokerage commission expense on such transactions because money market instruments are","page_number":65,"box":{"x":59,"y":857,"width":861,"height":12}},{"id":"950f2774-630f-4883-bde3-57125b293775","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":65,"box":{"x":59,"y":872,"width":856,"height":12}},{"id":"95103024-66d2-44e0-b9aa-7a7a80b7d81d","block_type":"box","text":"price of the security, however, usually includes a profit to the dealer.","page_number":65,"box":{"x":59,"y":887,"width":472,"height":12}},{"id":"e231da57-a7be-4a4a-b624-025d6199b211","block_type":"box","text":"53","page_number":65,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"2c85e97c-53b2-4323-a83e-2ae991fba78a","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":66,"box":{"x":60,"y":67,"width":823,"height":12}},{"id":"1bd0a3c0-da2a-4a97-8b7e-7c115ca6c4d1","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":66,"box":{"x":59,"y":82,"width":866,"height":12}},{"id":"f1a647f0-3032-4316-8f38-76a417123a49","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":66,"box":{"x":59,"y":97,"width":868,"height":12}},{"id":"bf1af3ea-4050-43c8-99d4-fd2fc0787222","block_type":"box","text":"other brokers or dealers in comparable transactions.","page_number":66,"box":{"x":59,"y":112,"width":365,"height":12}},{"id":"6fb9469a-4f14-4f3f-9e09-eac141732a7e","block_type":"box","text":"Securities purchased in underwritten offerings include a fixed amount of compensation to the underwriter, generally referred","page_number":66,"box":{"x":59,"y":138,"width":873,"height":13}},{"id":"fd743ff4-c5b0-4b07-a25c-29579ef7d934","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":66,"box":{"x":59,"y":154,"width":823,"height":12}},{"id":"8f0940bb-ccc2-45c5-a77f-5b2419325e3b","block_type":"box","text":"commissions or discounts are paid.","page_number":66,"box":{"x":59,"y":169,"width":247,"height":12}},{"id":"759690ed-fe5a-4d69-9023-abdf9208587a","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":66,"box":{"x":60,"y":195,"width":839,"height":12}},{"id":"c4ae3594-dfaf-495e-8ab5-c2f497fca4ba","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":66,"box":{"x":60,"y":210,"width":834,"height":13}},{"id":"841604e3-9f49-4144-998e-e88461b3d538","block_type":"box","text":"allocations. These factors include: (i) investment objectives or strategies for particular accounts, including sector, industry,","page_number":66,"box":{"x":59,"y":225,"width":854,"height":13}},{"id":"b0fc98ba-3699-4272-9681-820e664b0fe1","block_type":"box","text":"country or region and capitalization weightings; (ii) tax considerations of an account; (iii) risk or investment concentration","page_number":66,"box":{"x":59,"y":240,"width":854,"height":13}},{"id":"60c412a6-123a-4f49-85ec-b0650040111d","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":66,"box":{"x":59,"y":256,"width":843,"height":12}},{"id":"edc724eb-c665-454c-911b-66dbcb915342","block_type":"box","text":"cash availability and liquidity requirements for accounts; (vii) regulatory restrictions; (viii) minimum investment size of an","page_number":66,"box":{"x":59,"y":271,"width":846,"height":12}},{"id":"7df3f877-79a6-4fc8-9358-e6a1f636abe1","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":66,"box":{"x":59,"y":286,"width":812,"height":12}},{"id":"ba0c16a2-d6b5-4ca7-8b6c-f0e686125ce1","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":66,"box":{"x":59,"y":301,"width":877,"height":12}},{"id":"4733f95c-06f0-4e3c-872b-93ddbbea59ae","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":66,"box":{"x":60,"y":316,"width":866,"height":12}},{"id":"ee6f853e-9819-4981-954d-886ee45d0b1a","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":66,"box":{"x":59,"y":331,"width":843,"height":13}},{"id":"fcade93a-3fb6-4bb2-856e-9f73ae729dc7","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":66,"box":{"x":59,"y":346,"width":871,"height":13}},{"id":"e2f1ad31-0393-4f5b-8376-6b5e365ad474","block_type":"box","text":"or benefits to be rendered to BlackRock; or (v) to manage or equalize investment performance among different client","page_number":66,"box":{"x":59,"y":361,"width":817,"height":13}},{"id":"4a562422-c885-453a-8673-7680f6ec6179","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":66,"box":{"x":59,"y":377,"width":863,"height":12}},{"id":"4981ffa7-8de7-495e-83cc-0ad558302b4f","block_type":"box","text":"in which the Fund may invest.","page_number":66,"box":{"x":60,"y":392,"width":207,"height":12}},{"id":"4613efcf-9ba0-4109-b17e-7fd34b4b1e29","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":66,"box":{"x":60,"y":418,"width":861,"height":12}},{"id":"34b76293-5d8b-455c-bd4b-5ff38a886711","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":66,"box":{"x":60,"y":433,"width":871,"height":13}},{"id":"b3362747-e642-4aea-8c56-98b1a26468d3","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":66,"box":{"x":59,"y":448,"width":823,"height":10}},{"id":"516950a9-2268-4f33-afa7-9dab50960247","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":66,"box":{"x":59,"y":463,"width":867,"height":13}},{"id":"ea0aa76d-cf67-44ff-855b-e8ec981c6380","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":66,"box":{"x":59,"y":479,"width":872,"height":12}},{"id":"880fb6b0-54e2-43ff-95b4-52ee3f1f24fa","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":66,"box":{"x":59,"y":494,"width":855,"height":12}},{"id":"d1a81983-b11d-4ed7-a05d-dccc7f071a38","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":66,"box":{"x":59,"y":509,"width":860,"height":12}},{"id":"d0810acd-e6d0-4346-b766-4c878b8e4ac0","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":66,"box":{"x":59,"y":524,"width":863,"height":12}},{"id":"ecaa7851-0427-4fbf-81a4-81a9b9bf0c2a","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":66,"box":{"x":59,"y":539,"width":871,"height":12}},{"id":"e0a9612a-ac75-4fe3-844b-89122c55bcb2","block_type":"box","text":"shares received during the IPO will be allocated among participating client accounts within each investment mandate on a","page_number":66,"box":{"x":59,"y":554,"width":856,"height":13}},{"id":"72bbd65f-4ae8-4ad1-bc35-6db96344b95d","block_type":"box","text":"pro rata","page_number":66,"box":{"x":58,"y":571,"width":56,"height":11}},{"id":"02328667-92b7-4f12-abba-4444b9eb2550","block_type":"box","text":"basis. This","page_number":66,"box":{"x":119,"y":569,"width":71,"height":10}},{"id":"3614543b-9801-4859-837e-52f8da83ba7e","block_type":"box","text":"pro rata","page_number":66,"box":{"x":195,"y":571,"width":55,"height":11}},{"id":"9425d521-6ee1-4382-a770-b509ae7a2e37","block_type":"box","text":"allocation may result in the Fund receiving less of a particular security than if pro-rating had not","page_number":66,"box":{"x":255,"y":569,"width":671,"height":13}},{"id":"5cfc4e9b-eee9-47e3-af23-cdadc04d559c","block_type":"box","text":"occurred. All allocations of securities will be subject, where relevant, to share minimums established for accounts and","page_number":66,"box":{"x":59,"y":584,"width":823,"height":13}},{"id":"96d407c8-3857-4ce1-9c3c-959fb7b1b9d8","block_type":"box","text":"compliance constraints. In situations where supply is too limited to be allocated among all accounts for which the","page_number":66,"box":{"x":59,"y":600,"width":797,"height":12}},{"id":"b65b0ab6-b301-421b-ac53-e6c0723e1132","block_type":"box","text":"investment is eligible, portfolio managers may rotate such investment opportunities among one or more accounts so long as","page_number":66,"box":{"x":60,"y":615,"width":873,"height":12}},{"id":"d2009802-147d-4c40-a537-38e054f15c58","block_type":"box","text":"the rotation system provides for fair access for all client accounts over time. Other allocation methodologies that are","page_number":66,"box":{"x":59,"y":630,"width":813,"height":12}},{"id":"3abdcdc0-099f-4063-b65d-811d78b1c677","block_type":"box","text":"considered by BFA to be fair and equitable to clients may be used as well.","page_number":66,"box":{"x":59,"y":645,"width":510,"height":12}},{"id":"d25d3e46-e78f-40ad-abc0-eb06cb8d2b49","block_type":"box","text":"Because different accounts may have differing investment objectives and policies, BFA may buy and sell the same securities","page_number":66,"box":{"x":60,"y":671,"width":861,"height":13}},{"id":"27eff21d-b060-4769-8dfb-a9dc2d0438d4","block_type":"box","text":"at the same time for different clients based on the particular investment objective, guidelines and strategies of those","page_number":66,"box":{"x":59,"y":686,"width":812,"height":13}},{"id":"c50f8323-9cb2-498f-8251-33b958ae5c78","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":66,"box":{"x":59,"y":702,"width":851,"height":12}},{"id":"728112af-a9be-4752-bd24-1886baa037ed","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":66,"box":{"x":59,"y":717,"width":878,"height":12}},{"id":"c09d7b25-a785-4dab-9458-6aeaa0984e36","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":66,"box":{"x":59,"y":732,"width":860,"height":12}},{"id":"6a89332b-f246-450a-b6b6-7e71443fbef3","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":66,"box":{"x":59,"y":747,"width":864,"height":12}},{"id":"b144b305-10d3-4706-a553-d6a7c2631543","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":66,"box":{"x":60,"y":762,"width":843,"height":12}},{"id":"08885bbe-a7bf-4a43-a54b-060801c121b0","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":66,"box":{"x":59,"y":777,"width":874,"height":13}},{"id":"2ef24ad4-6ac9-4030-834e-34a687876106","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":66,"box":{"x":59,"y":792,"width":877,"height":13}},{"id":"8725cba2-6f1c-4625-8277-326c5466df51","block_type":"box","text":"feasible, for the respective funds and clients in a manner deemed equitable to all.","page_number":66,"box":{"x":59,"y":807,"width":566,"height":13}},{"id":"f486b1e1-8109-40b2-9262-0554d0f031aa","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":66,"box":{"x":60,"y":834,"width":830,"height":12}},{"id":"0afbe0cb-fcbb-4eba-8499-e4f89f9ec2cb","block_type":"box","text":"certain contemporaneous purchases or sale orders of its advisory accounts and advisory accounts of affiliates. In general, all","page_number":66,"box":{"x":59,"y":849,"width":869,"height":12}},{"id":"acf6cbb4-bae6-4e06-bfc9-e11f4c117c43","block_type":"box","text":"contemporaneous trades for client accounts under management by the same portfolio manager or investment team will be","page_number":66,"box":{"x":59,"y":864,"width":865,"height":12}},{"id":"e309dcfa-cbcd-4532-bbdb-b83ad31f0e29","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":66,"box":{"x":60,"y":879,"width":871,"height":13}},{"id":"05b9827c-2c42-42bc-b4f1-d7598d380ab8","block_type":"box","text":"54","page_number":66,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"1a88e105-4e30-41fd-8518-bdf737b6c1ca","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":67,"box":{"x":60,"y":67,"width":843,"height":12}},{"id":"a7a58d23-643f-4839-bb01-762660b56e05","block_type":"box","text":"pro","page_number":67,"box":{"x":907,"y":70,"width":24,"height":9}},{"id":"8fee4d5e-9160-4738-bce8-5eea69a7ba63","block_type":"box","text":"rata","page_number":67,"box":{"x":59,"y":83,"width":28,"height":8}},{"id":"c55b5789-69af-4844-b571-3d6f0688657e","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":67,"box":{"x":92,"y":82,"width":837,"height":12}},{"id":"111097a7-d094-494f-8870-d82acdbf16d5","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":67,"box":{"x":59,"y":97,"width":857,"height":12}},{"id":"174c4edf-89fd-47b6-80c1-57f39215400d","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":67,"box":{"x":60,"y":112,"width":876,"height":12}},{"id":"9d3043db-e926-458c-9504-d7726def9695","block_type":"box","text":"could have a detrimental effect upon the price or value of the security as far as the Fund are concerned, in other cases it","page_number":67,"box":{"x":59,"y":127,"width":839,"height":12}},{"id":"336cbd05-09ac-41f6-bdbb-8c9ec02d5401","block_type":"box","text":"could be beneficial to the Fund. Transactions effected by BFA or the other Affiliates on behalf of more than one of its clients","page_number":67,"box":{"x":59,"y":142,"width":862,"height":13}},{"id":"5fd65363-70d9-4f4d-8ed0-3e8748105dd4","block_type":"box","text":"during the same period may increase the demand for securities being purchased or the supply of securities being sold,","page_number":67,"box":{"x":59,"y":157,"width":829,"height":13}},{"id":"4e07494b-67bd-4f6d-a872-c19f6b8045eb","block_type":"box","text":"causing an adverse effect on price. The trader will give the bunched order to the broker-dealer that the trader has identified","page_number":67,"box":{"x":59,"y":172,"width":862,"height":13}},{"id":"cb0bde28-e4af-4036-8744-2ab1152f7ffe","block_type":"box","text":"as being able to provide the best execution of the order. Orders for purchase or sale of securities will be placed within a","page_number":67,"box":{"x":59,"y":188,"width":831,"height":12}},{"id":"0505d97e-b53c-4078-95a8-325b31cf593d","block_type":"box","text":"reasonable amount of time of the order receipt and bunched orders will be kept bunched only long enough to execute the","page_number":67,"box":{"x":60,"y":203,"width":854,"height":12}},{"id":"137be6bc-8cfc-4fd9-beed-6ff3a622f44b","block_type":"box","text":"order.","page_number":67,"box":{"x":59,"y":218,"width":39,"height":10}},{"id":"4b3153e0-7336-44ec-aa5d-1a1e36a78487","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":67,"box":{"x":59,"y":244,"width":855,"height":13}},{"id":"76628a00-416e-4b8d-bbd5-ad47cd4ffd33","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":67,"box":{"x":59,"y":259,"width":867,"height":13}},{"id":"62159511-33f6-4fc9-baba-80586ff91d16","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":67,"box":{"x":59,"y":274,"width":846,"height":13}},{"id":"92a2ab2f-82e9-43bc-b331-952d8f6656be","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":67,"box":{"x":59,"y":290,"width":844,"height":12}},{"id":"80126df5-3ec2-42e9-9905-5573e7b931c4","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":67,"box":{"x":59,"y":305,"width":870,"height":12}},{"id":"df37a4bc-7d7e-4369-ab2a-5c44036b330b","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":67,"box":{"x":59,"y":320,"width":876,"height":12}},{"id":"b0570bd9-09f5-4898-80ad-32bd93ad33d1","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":67,"box":{"x":60,"y":335,"width":863,"height":12}},{"id":"60fa5cb5-b881-4ba0-a581-0f538002d1e0","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":67,"box":{"x":60,"y":350,"width":839,"height":12}},{"id":"db3be7c5-0d7f-4474-baad-4e1a84477e7a","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":67,"box":{"x":59,"y":365,"width":856,"height":13}},{"id":"cff5e8d6-c23a-42ff-8a9e-76c4652e2fe3","block_type":"box","text":"any commissions paid to affiliated brokers or dealers must be reasonable and fair compared to the commissions charged by","page_number":67,"box":{"x":59,"y":380,"width":868,"height":13}},{"id":"f8a70cd2-1b30-46aa-b57c-9b5b69795582","block_type":"box","text":"other brokers or dealers in comparable transactions. The Fund will not deal with affiliates in principal transactions unless","page_number":67,"box":{"x":59,"y":395,"width":844,"height":13}},{"id":"409ad96b-37ab-41bb-a66d-1df67e3f3cd6","block_type":"box","text":"permitted by applicable SEC rules or regulations, or by SEC exemptive order.","page_number":67,"box":{"x":59,"y":411,"width":529,"height":12}},{"id":"fa57b82d-f845-4272-8f14-4c0864a97e3e","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":67,"box":{"x":60,"y":437,"width":875,"height":12}},{"id":"826550b6-04e4-4a12-bc2d-a6d265ee7ac1","block_type":"box","text":"brokerage expenses. Because the Fund is newly launched, there is no reportable portfolio turnover.","page_number":67,"box":{"x":60,"y":452,"width":688,"height":12}},{"id":"48442a6d-c3b1-4bc5-9e03-f3390a7c6235","block_type":"box","text":"Additional Information Concerning the Trust","page_number":67,"box":{"x":59,"y":483,"width":749,"height":29}},{"id":"9a867829-da58-4b59-b7bf-73d48a58fc2f","block_type":"box","text":"Shares.","page_number":67,"box":{"x":59,"y":524,"width":52,"height":10}},{"id":"799139e1-fc83-4205-96bb-afd1a1249379","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":67,"box":{"x":119,"y":524,"width":790,"height":12}},{"id":"873b2b5b-e76c-4b6b-9913-69e915236315","block_type":"box","text":"iShares funds.","page_number":67,"box":{"x":60,"y":539,"width":96,"height":10}},{"id":"f380b014-fc84-44ee-b983-424992b15adb","block_type":"box","text":"Each share issued by a fund has a","page_number":67,"box":{"x":60,"y":566,"width":233,"height":12}},{"id":"85f3ddfc-aec6-4024-a451-7309fb30013f","block_type":"box","text":"pro rata","page_number":67,"box":{"x":298,"y":567,"width":55,"height":11}},{"id":"a90a0b41-98fb-49f1-879e-8432628f72bc","block_type":"box","text":"interest in the assets of that fund. Shares have no preemptive, exchange,","page_number":67,"box":{"x":359,"y":566,"width":506,"height":12}},{"id":"e49efbbb-ef00-40d5-a68a-4e650b854420","block_type":"box","text":"subscription or conversion rights and are freely transferable. Each share is entitled to participate equally in dividends and","page_number":67,"box":{"x":59,"y":581,"width":843,"height":12}},{"id":"304d4032-1a34-4da0-87ee-1ed8f7dea7cf","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":67,"box":{"x":59,"y":596,"width":836,"height":12}},{"id":"1cea9018-a97d-4f38-be76-43861e17224d","block_type":"box","text":"liquidation.","page_number":67,"box":{"x":60,"y":611,"width":76,"height":12}},{"id":"aed61f36-da99-49cf-ad49-528e7a6e749b","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":67,"box":{"x":60,"y":637,"width":858,"height":13}},{"id":"aa9013a8-9944-4648-b003-2415023acb79","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":67,"box":{"x":59,"y":652,"width":821,"height":13}},{"id":"d6e04803-9c06-41db-82fb-1cae2105afd3","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":67,"box":{"x":59,"y":668,"width":863,"height":12}},{"id":"0f34b802-9005-4eaf-b495-c0e0bfeb349a","block_type":"box","text":"one fund.","page_number":67,"box":{"x":59,"y":683,"width":66,"height":9}},{"id":"6fae470f-ab5c-42ce-9d94-570feec323c2","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":67,"box":{"x":60,"y":709,"width":861,"height":12}},{"id":"f5e08edc-2f26-4b7e-bcb4-c415be0c28a9","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":67,"box":{"x":61,"y":724,"width":856,"height":13}},{"id":"8f8d6e60-55af-4b18-a157-cf9fddb3eb38","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":67,"box":{"x":59,"y":739,"width":841,"height":13}},{"id":"5a3dfc06-68f9-468c-8988-1bf3476ed154","block_type":"box","text":"Delaware law, Trustees of the Trust may be removed by vote of the shareholders.","page_number":67,"box":{"x":60,"y":754,"width":562,"height":13}},{"id":"c67a0424-9c6c-470d-b0f1-f5dd488fc3c8","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":67,"box":{"x":60,"y":781,"width":837,"height":12}},{"id":"982d97ec-a93b-4ebe-b3b7-55c47b29c258","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":67,"box":{"x":59,"y":796,"width":874,"height":12}},{"id":"25d27aef-d907-4117-9850-7b4e6bbfff27","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":67,"box":{"x":59,"y":811,"width":862,"height":13}},{"id":"0337b40a-9e2b-4b45-acb0-06fd65738524","block_type":"box","text":"Shareholders may make inquiries by writing to iShares Trust, c/o BlackRock Investments, LLC, 1 University Square Drive,","page_number":67,"box":{"x":59,"y":838,"width":840,"height":12}},{"id":"a30e6d36-6035-46b7-aa92-adc91582d157","block_type":"box","text":"Princeton, NJ 08540.","page_number":67,"box":{"x":60,"y":853,"width":141,"height":11}},{"id":"c6094a68-c75a-4c72-878b-24bd4c31b9cd","block_type":"box","text":"55","page_number":67,"box":{"x":491,"y":916,"width":15,"height":9}},{"id":"9198d05e-292f-4b5c-9263-58e392c3acbb","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":68,"box":{"x":59,"y":67,"width":872,"height":12}},{"id":"918dba22-d99d-4a36-97d7-52fc3a1f1a97","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":68,"box":{"x":59,"y":82,"width":875,"height":12}},{"id":"5cb55f87-41f5-4886-a3ba-298071b625bc","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":68,"box":{"x":59,"y":97,"width":876,"height":12}},{"id":"6e7906a6-45b0-407e-b09a-a7950d0a2600","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":68,"box":{"x":59,"y":112,"width":866,"height":12}},{"id":"846b7c64-b4a7-42e0-9276-4c1ec4e1d80a","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":68,"box":{"x":59,"y":127,"width":865,"height":12}},{"id":"077d8f69-b516-40e9-b45d-41a0b44cbdc0","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":68,"box":{"x":59,"y":142,"width":838,"height":13}},{"id":"78831f8d-3117-4568-9810-a613a9357062","block_type":"box","text":"guidance provided by the SEC staff.","page_number":68,"box":{"x":59,"y":157,"width":245,"height":13}},{"id":"625079de-d84a-44fd-8421-b066e1782cd3","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":68,"box":{"x":60,"y":184,"width":830,"height":12}},{"id":"89e8ff90-c84c-4cdf-9573-132f5f10c526","block_type":"box","text":"without shareholder approval (unless such shareholder approval is required by the Declaration of Trust or applicable law,","page_number":68,"box":{"x":59,"y":199,"width":843,"height":12}},{"id":"83c5f06c-2700-4e32-bc71-8f432c5b04c2","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":68,"box":{"x":60,"y":214,"width":878,"height":12}},{"id":"32605ba6-9ff8-462d-8214-5f41f7e45d20","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":68,"box":{"x":59,"y":229,"width":838,"height":12}},{"id":"f63647bc-3500-4335-ae83-f02d9a4754ad","block_type":"box","text":"Board, subject to the affirmative vote of a majority of the shareholders of the Trust or such fund entitled to vote on","page_number":68,"box":{"x":60,"y":244,"width":799,"height":13}},{"id":"80c15301-7866-46b6-aaab-33ecdc4d7261","block_type":"box","text":"termination; however, in certain circumstances described in the Declaration of Trust, only a majority vote of the Board is","page_number":68,"box":{"x":59,"y":259,"width":838,"height":13}},{"id":"ac89143e-6b1a-468b-94b9-4973bf3c7d1d","block_type":"box","text":"required. Although the shares are not automatically redeemable upon the occurrence of any specific event, the Declaration of","page_number":68,"box":{"x":60,"y":274,"width":879,"height":13}},{"id":"fafa67d8-3439-4fc4-bf34-f9c13ba8dcfd","block_type":"box","text":"Trust provides that the Board will have the unrestricted power to alter the number of shares in a Creation Unit. Therefore, in","page_number":68,"box":{"x":59,"y":290,"width":862,"height":12}},{"id":"23c03dff-35c2-4a33-8751-56aee9fc9d3e","block_type":"box","text":"the 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":68,"box":{"x":59,"y":305,"width":865,"height":12}},{"id":"7372c4ac-68d7-4ae5-9925-f79c893f760a","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":68,"box":{"x":60,"y":320,"width":878,"height":12}},{"id":"3c1e8355-0267-410d-8b3b-7102465809e1","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":68,"box":{"x":59,"y":335,"width":877,"height":12}},{"id":"43e17dfb-be4b-4231-b71b-277cfb18e3fa","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":68,"box":{"x":59,"y":350,"width":878,"height":12}},{"id":"3531bfbb-a4d4-4db5-8ad4-f4d450f3aa87","block_type":"box","text":"shareholders owning in excess of a certain stated minimum amount.","page_number":68,"box":{"x":59,"y":365,"width":481,"height":13}},{"id":"98f329c0-26e3-4457-8b06-21be255b62a6","block_type":"box","text":"DTC as Securities Depository for Shares of the Fund.","page_number":68,"box":{"x":60,"y":392,"width":375,"height":12}},{"id":"a136a6c2-a385-4e85-9b77-9424075d5968","block_type":"box","text":"Shares of the Fund are represented by securities registered in the","page_number":68,"box":{"x":444,"y":392,"width":454,"height":12}},{"id":"93ffa8a0-8398-4d1e-b79a-5990e4e90ff6","block_type":"box","text":"name of DTC or its nominee and deposited with, or on behalf of, DTC.","page_number":68,"box":{"x":60,"y":407,"width":486,"height":12}},{"id":"ed49472f-3b0b-460d-8805-5a4780a09096","block_type":"box","text":"DTC was created in 1973 to enable electronic movement of securities between its participants (“DTC Participants”), and","page_number":68,"box":{"x":60,"y":433,"width":836,"height":13}},{"id":"abce0d1d-831b-4ad3-a834-2473c19cf196","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":68,"box":{"x":60,"y":448,"width":790,"height":13}},{"id":"5653567d-f760-44bf-b640-6008a3b28c4f","block_type":"box","text":"counterparty for securities trades among DTC Participants. In 1999, DTC and NSCC were consolidated within The Depository","page_number":68,"box":{"x":59,"y":463,"width":873,"height":13}},{"id":"435a3ae2-bb01-4c3d-ab03-60734f67de64","block_type":"box","text":"Trust & Clearing Corporation (“DTCC”) and became wholly-owned subsidiaries of DTCC. The common stock of DTCC is","page_number":68,"box":{"x":59,"y":479,"width":837,"height":12}},{"id":"44bc762b-f864-49bf-98e5-afc71ff6068e","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":68,"box":{"x":59,"y":494,"width":865,"height":12}},{"id":"bfffdd79-58ae-4157-b009-92acd2c7559a","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":68,"box":{"x":59,"y":509,"width":847,"height":12}},{"id":"83931d4f-7afe-4bcf-9a88-345674b4ccf0","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":68,"box":{"x":59,"y":524,"width":833,"height":12}},{"id":"3a0bd1a1-3434-4387-96d6-f84af56032b2","block_type":"box","text":"Participant, either directly or indirectly (“Indirect Participants”).","page_number":68,"box":{"x":60,"y":539,"width":439,"height":12}},{"id":"cc57dcd1-c539-471c-ade6-3e43b8ca32c0","block_type":"box","text":"Beneficial ownership of shares is limited to DTC Participants, Indirect Participants and persons holding interests through DTC","page_number":68,"box":{"x":60,"y":566,"width":872,"height":12}},{"id":"0a064499-fb2e-4462-8e92-fcf2049f4e83","block_type":"box","text":"Participants and Indirect Participants. Ownership of beneficial interests in shares (owners of such beneficial interests are","page_number":68,"box":{"x":60,"y":581,"width":840,"height":12}},{"id":"654149ca-7934-4587-b6b9-4ff77f54b7bd","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":68,"box":{"x":60,"y":596,"width":824,"height":12}},{"id":"353d2d61-f744-4ae4-b7ee-6dc1e380793e","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":68,"box":{"x":60,"y":611,"width":822,"height":12}},{"id":"a87d4b9e-2fdc-483b-be94-f7401f67c090","block_type":"box","text":"Participants and Beneficial Owners that are not DTC Participants). Beneficial Owners will receive from or through the DTC","page_number":68,"box":{"x":60,"y":626,"width":848,"height":12}},{"id":"ef55499d-c695-479c-afa5-b00e57cf4929","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":68,"box":{"x":60,"y":641,"width":876,"height":12}},{"id":"7a370745-014b-47a4-b196-387e12766caf","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":68,"box":{"x":59,"y":656,"width":872,"height":13}},{"id":"ca40ee3a-059a-4160-9e02-39abfcc8245a","block_type":"box","text":"investors to acquire beneficial interests in shares of the Fund.","page_number":68,"box":{"x":60,"y":671,"width":426,"height":13}},{"id":"56f76fed-fe41-4f7c-8f93-7c957fb2a1ed","block_type":"box","text":"Conveyance of all notices, statements and other communications to Beneficial Owners is effected as follows. Pursuant to the","page_number":68,"box":{"x":59,"y":698,"width":874,"height":12}},{"id":"576c9d55-be12-4544-8a83-6323efcb2e8b","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":68,"box":{"x":60,"y":713,"width":869,"height":12}},{"id":"b6bce92f-ec8b-445f-b70c-c62bf4469bd1","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":68,"box":{"x":59,"y":728,"width":845,"height":12}},{"id":"22c006fc-021f-4714-b219-22e1655b7a4c","block_type":"box","text":"such DTC Participant as to the number of Beneficial Owners holding shares, directly or indirectly, through such DTC","page_number":68,"box":{"x":59,"y":743,"width":808,"height":12}},{"id":"c426bb11-1e87-4025-ad01-689e20c30b83","block_type":"box","text":"Participant. The Trust shall provide each such DTC Participant with copies of such notice, statement or other communication,","page_number":68,"box":{"x":60,"y":758,"width":877,"height":13}},{"id":"fd751369-3734-439d-b15d-b6ec23351271","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":68,"box":{"x":60,"y":773,"width":803,"height":13}},{"id":"08cdfcd0-aec4-4e27-9207-25a532ec42d0","block_type":"box","text":"statement or communication may be transmitted by such DTC Participant, directly or indirectly, to such Beneficial Owners. In","page_number":68,"box":{"x":59,"y":788,"width":874,"height":13}},{"id":"ed76c08f-6355-44f6-a409-f596fce4a3ef","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":68,"box":{"x":59,"y":804,"width":861,"height":12}},{"id":"cf1e833d-e0d6-4eae-857c-1811af0cdbc4","block_type":"box","text":"attendant to such transmittal, all subject to applicable statutory and regulatory requirements.","page_number":68,"box":{"x":59,"y":819,"width":653,"height":12}},{"id":"fa22cfb2-e9d1-43dc-aa3e-3b1e4239ef39","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":68,"box":{"x":59,"y":845,"width":878,"height":13}},{"id":"0d653150-4657-4dbb-bc9f-1019a09b022d","block_type":"box","text":"its nominee, upon receipt of any such distributions, shall credit immediately DTC Participants’ accounts with payments in","page_number":68,"box":{"x":60,"y":860,"width":846,"height":13}},{"id":"1977ec1b-3815-4d8e-a43a-6d55b22a79fe","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":68,"box":{"x":59,"y":875,"width":847,"height":13}},{"id":"02b3889c-2cc2-4dd8-990f-5cb2fd1c2d96","block_type":"box","text":"56","page_number":68,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"7de84335-1953-4258-856b-dbb181dc2867","block_type":"box","text":"nominee. Payments by DTC Participants to Indirect Participants and Beneficial Owners of shares held through such DTC","page_number":69,"box":{"x":60,"y":67,"width":836,"height":12}},{"id":"718491d7-c3b5-483f-a538-8f92dc7cc724","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":69,"box":{"x":60,"y":82,"width":876,"height":12}},{"id":"d495313b-7cd4-4e94-a5c9-59391b97f418","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":69,"box":{"x":59,"y":97,"width":875,"height":12}},{"id":"7c66423e-0228-41fa-9cb6-8f660eec39fa","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":69,"box":{"x":59,"y":123,"width":813,"height":13}},{"id":"02047936-5ffc-4f7e-9b1c-7f2672e2a757","block_type":"box","text":"payments made on account of beneficial ownership interests in such shares, or for maintaining, supervising or reviewing any","page_number":69,"box":{"x":59,"y":138,"width":875,"height":13}},{"id":"cd800561-c4b8-483f-b06b-ab71121cd061","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":69,"box":{"x":60,"y":154,"width":866,"height":12}},{"id":"fb27bc22-5ca6-4600-8c33-cba5dc48e6b7","block_type":"box","text":"Participants or the relationship between such DTC Participants and the Indirect Participants and Beneficial Owners owning","page_number":69,"box":{"x":60,"y":169,"width":855,"height":12}},{"id":"6aaf657b-604d-419e-8c78-f8202f127b37","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":69,"box":{"x":59,"y":184,"width":876,"height":12}},{"id":"730a27da-3b5d-466b-a9f0-d2b99ea2f67e","block_type":"box","text":"time by giving reasonable notice to the Trust and discharging its responsibilities with respect thereto under applicable law.","page_number":69,"box":{"x":59,"y":199,"width":855,"height":12}},{"id":"2eb14036-226a-4f1e-8805-75c524852a0f","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":69,"box":{"x":60,"y":214,"width":873,"height":12}},{"id":"a5d27002-279a-445a-9e7f-bb8b8391a825","block_type":"box","text":"cost.","page_number":69,"box":{"x":59,"y":230,"width":32,"height":9}},{"id":"1047a7b7-62f6-4d33-bb97-5c39f5d9ce0f","block_type":"box","text":"Distribution of Shares.","page_number":69,"box":{"x":60,"y":256,"width":160,"height":9}},{"id":"18800bc2-5cdf-43e4-9246-ad82f7e27768","block_type":"box","text":"In connection with the Fund’s launch, the Fund will be seeded through the sale of one or more","page_number":69,"box":{"x":230,"y":256,"width":661,"height":12}},{"id":"ed828512-d7c4-4c7d-900c-ece212083c9c","block_type":"box","text":"Creation Units by the Fund to one or more initial investors. Initial investors participating in the seeding may be Authorized","page_number":69,"box":{"x":59,"y":271,"width":849,"height":12}},{"id":"ca9d9080-7801-4f18-aca1-d64eb9734584","block_type":"box","text":"Participants, a lead market maker or other third party investor or an affiliate of the Fund or the Fund’s adviser. Each such","page_number":69,"box":{"x":60,"y":286,"width":839,"height":12}},{"id":"ad93f8fd-6fa1-4a42-8853-31081bffc6f3","block_type":"box","text":"initial investor may sell some or all of the shares underlying the Creation Unit(s) held by them pursuant to the registration","page_number":69,"box":{"x":60,"y":301,"width":848,"height":12}},{"id":"6ab3d073-360d-4835-b426-a2fc0e17fb64","block_type":"box","text":"statement for the Fund (each, a “Selling Shareholder”), which shares have been registered to permit the resale from time to","page_number":69,"box":{"x":59,"y":316,"width":863,"height":12}},{"id":"e63afb42-4cc6-43c1-9a50-b0161589efbe","block_type":"box","text":"time after purchase. The Fund will not receive any of the proceeds from the resale by the Selling Shareholders of these shares.","page_number":69,"box":{"x":59,"y":331,"width":879,"height":13}},{"id":"ce1245e9-4535-487a-8956-97363713fab1","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":69,"box":{"x":59,"y":358,"width":877,"height":12}},{"id":"254595d8-5bb4-49d0-9bd0-96ef78dd8129","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":69,"box":{"x":59,"y":373,"width":873,"height":12}},{"id":"3e008cf9-1a6f-4e85-ac4b-d4e44fd8c66f","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":69,"box":{"x":59,"y":388,"width":878,"height":12}},{"id":"58f69ff7-7a91-4bee-98cb-04b0a833d94b","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":69,"box":{"x":59,"y":403,"width":876,"height":12}},{"id":"b38756aa-adcf-4821-aa95-3ebb2578b49a","block_type":"box","text":"brokerage transactions, privately negotiated trades, block sales, entry into options or other derivatives transactions or","page_number":69,"box":{"x":60,"y":418,"width":821,"height":12}},{"id":"69043f8b-5295-4df2-9c0a-ee3b6e3772e3","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":69,"box":{"x":59,"y":433,"width":875,"height":13}},{"id":"4532c3a2-acd8-4c8d-9da4-f4ea4eb8ec0e","block_type":"box","text":"by them through an Authorized Participant.","page_number":69,"box":{"x":60,"y":448,"width":302,"height":13}},{"id":"f4a17f26-3556-4a94-a997-27c0b8ae092e","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":69,"box":{"x":59,"y":475,"width":840,"height":12}},{"id":"e6039c9a-4ea0-41d9-a32b-f8be3f64982b","block_type":"box","text":"“underwriters” within the meaning of Section 2(a)(11) of the 1933 Act, in connection with such sales.","page_number":69,"box":{"x":59,"y":490,"width":712,"height":12}},{"id":"224ba9f8-a49f-4466-961c-9993614d4f5f","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":69,"box":{"x":59,"y":516,"width":871,"height":13}},{"id":"d7fe1167-87ef-48fe-b8d4-1d0637fc9deb","block_type":"box","text":"1934 Act and the rules and regulations thereunder.","page_number":69,"box":{"x":61,"y":531,"width":353,"height":13}},{"id":"d6bbeaef-5202-474b-bd37-6bb664b37cd0","block_type":"box","text":"Creation and Redemption of Creation Units","page_number":69,"box":{"x":60,"y":562,"width":722,"height":30}},{"id":"f5cb8f3f-a21b-4fc9-ab2d-f8d0b6222d34","block_type":"box","text":"General.","page_number":69,"box":{"x":59,"y":603,"width":59,"height":10}},{"id":"6cf7abe2-21bc-4c1b-9e65-0f6e444cb566","block_type":"box","text":"The Trust issues and sells shares of the Fund only in Creation Units on a continuous basis through the Distributor","page_number":69,"box":{"x":127,"y":603,"width":793,"height":13}},{"id":"4a546936-e826-48ef-a73d-c1ae6576348b","block_type":"box","text":"or 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":69,"box":{"x":59,"y":618,"width":865,"height":13}},{"id":"e0aeb2b3-1ee6-4e54-b431-55cb5e5d2a1c","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 or the","page_number":69,"box":{"x":59,"y":634,"width":872,"height":12}},{"id":"dd1d208f-a3fa-41c4-af04-75d6b7a6469c","block_type":"box","text":"listing exchange for the Fund’s exchange-traded options close earlier than normal, the Fund may require orders to be placed","page_number":69,"box":{"x":60,"y":649,"width":869,"height":12}},{"id":"48a4fa18-869f-4e44-83b7-9b44e80b0470","block_type":"box","text":"earlier in the day. The following table sets forth the number of shares of the Fund that constitute a Creation Unit for the Fund","page_number":69,"box":{"x":59,"y":664,"width":873,"height":12}},{"id":"8230abaa-108f-480b-ad7e-b4ce79840fb1","block_type":"box","text":"and the approximate value of such Creation Unit as of September 16, 2025:","page_number":69,"box":{"x":59,"y":679,"width":525,"height":12}},{"id":"a640a841-c9b0-4a1a-a8f0-8e83c08e9fda","block_type":"box","text":"Shares Per","page_number":69,"box":{"x":410,"y":729,"width":60,"height":7}},{"id":"c9c42c98-d638-4b3e-b0ed-03927604e17f","block_type":"box","text":"Creation Unit","page_number":69,"box":{"x":402,"y":739,"width":76,"height":8}},{"id":"22858974-07f8-4364-a721-a539db27c502","block_type":"box","text":"Approximate","page_number":69,"box":{"x":519,"y":709,"width":75,"height":9}},{"id":"f557fce5-6471-4aa3-ba56-fffb81dd7abb","block_type":"box","text":"Value Per","page_number":69,"box":{"x":530,"y":719,"width":54,"height":7}},{"id":"ddf413c9-24c3-4e09-841c-4292b1fc6764","block_type":"box","text":"Creation","page_number":69,"box":{"x":532,"y":729,"width":48,"height":7}},{"id":"6b1842c5-1d44-4c6a-9140-b5efdb3e4170","block_type":"box","text":"Unit (U.S.$)","page_number":69,"box":{"x":524,"y":739,"width":65,"height":10}},{"id":"f8ebba60-104c-4812-bd5d-d87760aab58f","block_type":"box","text":"40,000 $1,000,000","page_number":69,"box":{"x":415,"y":761,"width":180,"height":11}},{"id":"63c89971-cee7-42b1-bee6-4016d06c08b5","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":69,"box":{"x":60,"y":794,"width":820,"height":12}},{"id":"61e45bb5-9420-4acd-b039-5df0647c97a6","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":69,"box":{"x":59,"y":809,"width":852,"height":12}},{"id":"f0c1225f-1963-4abb-954b-6f16bb4c285e","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":69,"box":{"x":60,"y":824,"width":850,"height":12}},{"id":"42758ea5-30fd-476e-a67f-99ca1139582f","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":69,"box":{"x":59,"y":839,"width":845,"height":12}},{"id":"d37a5501-f6ad-4f1d-a196-9f0746fa90f1","block_type":"box","text":"Board.","page_number":69,"box":{"x":60,"y":854,"width":42,"height":10}},{"id":"4c022f09-2bd1-4a56-b756-e8c9c9a2de25","block_type":"box","text":"57","page_number":69,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"f922522f-1929-45d7-99db-b71fe1e3438b","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":70,"box":{"x":59,"y":67,"width":827,"height":12}},{"id":"e7185ea9-b67c-4436-a88f-622f65f6ed42","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":70,"box":{"x":60,"y":82,"width":830,"height":12}},{"id":"8d2373ff-5168-4ad7-81f4-127e32b5c9ea","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":70,"box":{"x":60,"y":97,"width":866,"height":12}},{"id":"dcb5b398-62ea-49df-a080-2a53708ab3fe","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":70,"box":{"x":59,"y":112,"width":825,"height":12}},{"id":"948f8181-4cd8-442e-8da9-49d206494051","block_type":"box","text":"Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.","page_number":70,"box":{"x":59,"y":127,"width":669,"height":12}},{"id":"575f6186-f97d-4e1c-8524-0a37c2f1b39f","block_type":"box","text":"Fund Deposit.","page_number":70,"box":{"x":60,"y":154,"width":98,"height":12}},{"id":"7322fa8a-e877-4a48-ae55-2e255b0823a9","block_type":"box","text":"The consideration for purchase of Creation Units of the Fund generally consists of Deposit Securities and the","page_number":70,"box":{"x":167,"y":154,"width":761,"height":12}},{"id":"07a99cd8-89b1-4049-bdbf-fb9788458aad","block_type":"box","text":"Cash Component computed as described below. Together, the Deposit Securities and the Cash Component constitute the","page_number":70,"box":{"x":59,"y":169,"width":852,"height":12}},{"id":"a9a70066-27ca-4625-a0a0-8cc5203427c0","block_type":"box","text":"“Fund Deposit,” which will be applicable (subject to possible amendment or correction) to creation requests received in","page_number":70,"box":{"x":59,"y":184,"width":837,"height":12}},{"id":"d47e01de-3a5d-46c7-bb72-3e8a7b5143a8","block_type":"box","text":"proper form. The Fund Deposit represents the minimum initial and subsequent investment amount for a Creation Unit of the","page_number":70,"box":{"x":59,"y":199,"width":872,"height":12}},{"id":"06a4bdaf-94f7-478c-83b2-52d19a742ac7","block_type":"box","text":"Fund. Such Fund Deposit is applicable, subject to any adjustments as described below, to purchases of Creation Units of","page_number":70,"box":{"x":60,"y":214,"width":840,"height":12}},{"id":"5176cd0e-f085-4c88-9620-e8b1a9740e36","block_type":"box","text":"shares of the Fund until such time as the next-announced Fund Deposit is made available.","page_number":70,"box":{"x":59,"y":229,"width":630,"height":12}},{"id":"73f8eb48-1ab9-428c-a8b1-c7b24b3fadea","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":70,"box":{"x":59,"y":256,"width":824,"height":12}},{"id":"44f34d5f-f4fa-4065-b97a-cf88c8858da4","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":70,"box":{"x":59,"y":271,"width":879,"height":12}},{"id":"c3b93ea5-77be-4f56-92e9-805c4ef43388","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":70,"box":{"x":59,"y":286,"width":878,"height":12}},{"id":"88016fe5-95aa-4cf4-8397-8f439e6ac39d","block_type":"box","text":"expenses payable upon transfer of beneficial ownership of the Deposit Securities are the sole responsibility of the Authorized","page_number":70,"box":{"x":59,"y":301,"width":872,"height":12}},{"id":"bc8e9181-a843-4c12-8b85-3c3441cb9870","block_type":"box","text":"Participant purchasing the Creation Unit. The Fund generally offers Creation Units partially for cash, but may, in certain","page_number":70,"box":{"x":60,"y":316,"width":827,"height":12}},{"id":"f0062545-41bf-4860-8d99-9394f833b6e0","block_type":"box","text":"circumstances, offer Creation Units solely for cash or solely in-kind. Please see the","page_number":70,"box":{"x":59,"y":331,"width":573,"height":13}},{"id":"00a4446c-353a-4947-a9e7-4c92719bb291","block_type":"box","text":"Cash Purchase Method","page_number":70,"box":{"x":637,"y":331,"width":163,"height":10}},{"id":"c25847fa-042f-4265-83dd-df00ea189a76","block_type":"box","text":"section below and","page_number":70,"box":{"x":804,"y":331,"width":126,"height":10}},{"id":"4fe88da9-c160-47b4-9af4-c540f4e6254e","block_type":"box","text":"the following discussion summarizing the Deposit Security method for further information on purchasing Creation Units of","page_number":70,"box":{"x":59,"y":346,"width":862,"height":13}},{"id":"fe3a8b10-4105-4d4e-bed3-a32dc4b2a1cc","block_type":"box","text":"the Fund.","page_number":70,"box":{"x":59,"y":361,"width":65,"height":10}},{"id":"424deae2-b533-4f35-8ec9-1184ae278dd0","block_type":"box","text":"The identity and number or par value of the Deposit Securities change pursuant to changes in the composition of the Fund’s","page_number":70,"box":{"x":59,"y":388,"width":873,"height":12}},{"id":"55b0ef35-e362-4a9a-93da-aa93b4c07964","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":70,"box":{"x":59,"y":403,"width":860,"height":12}},{"id":"f97f39a1-a8aa-4b29-a04b-6b12595da6bb","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":70,"box":{"x":59,"y":418,"width":875,"height":12}},{"id":"f14b4301-f398-4b17-b6e8-6982fa257044","block_type":"box","text":"to the weighting or composition of the component securities constituting the Fund’s portfolio.","page_number":70,"box":{"x":59,"y":433,"width":661,"height":13}},{"id":"1de7121b-a80f-44dc-ad9a-82318ed497a3","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":70,"box":{"x":59,"y":460,"width":876,"height":12}},{"id":"6e6d81a1-532c-49d4-864e-4f6c53be923e","block_type":"box","text":"portion of the Fund Deposit through “systematic rounding.” The rounding methodology “rounds up” position sizes of","page_number":70,"box":{"x":59,"y":475,"width":824,"height":12}},{"id":"078d236f-9aef-4261-8ec6-570c485b636c","block_type":"box","text":"securities in the Deposit Securities (which in turn reduces the cash portion). However, the methodology limits the maximum","page_number":70,"box":{"x":59,"y":490,"width":870,"height":12}},{"id":"8b422d56-5ea1-4069-a79a-1b1ecebccefe","block_type":"box","text":"allowed percentage change in weight and share quantity of any given security in the Fund Deposit.","page_number":70,"box":{"x":59,"y":505,"width":691,"height":12}},{"id":"827d6bec-35bb-4214-ae17-a83951bc97f0","block_type":"box","text":"The Fund may, in its sole discretion, substitute a “cash in lieu” amount to be added to the Cash Component to replace any","page_number":70,"box":{"x":59,"y":531,"width":853,"height":13}},{"id":"0bb63795-eeef-4f68-8549-b8bb78cfcb67","block_type":"box","text":"Deposit Security in certain circumstances, including: (i) when instruments are not available in sufficient quantity for delivery;","page_number":70,"box":{"x":60,"y":547,"width":869,"height":12}},{"id":"45b6cebc-5761-465e-843d-08e3cff74c8c","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":70,"box":{"x":60,"y":562,"width":822,"height":12}},{"id":"d4e1c110-5c32-4c04-bf60-72e39ed459c9","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":70,"box":{"x":60,"y":577,"width":873,"height":12}},{"id":"265366c3-fbe5-433b-83a7-dba5bacb9238","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":70,"box":{"x":59,"y":592,"width":847,"height":12}},{"id":"583539b1-109c-45ad-ac45-34530b0c730d","block_type":"box","text":"investor on whose behalf the Authorized Participant is acting) would be restricted under applicable securities or other local","page_number":70,"box":{"x":60,"y":607,"width":858,"height":12}},{"id":"c336f371-dd1d-436b-aaf5-6d25cde15fc9","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":70,"box":{"x":60,"y":622,"width":759,"height":13}},{"id":"cdb97c3d-9957-464a-bbcb-c982fdfc2c0e","block_type":"box","text":"Cash Purchase Method.","page_number":70,"box":{"x":59,"y":649,"width":170,"height":9}},{"id":"ea9cca2d-fc0f-479d-88ef-fe989359a9cf","block_type":"box","text":"Although the Fund does not generally permit full cash purchases of Creation Units of its funds,","page_number":70,"box":{"x":238,"y":649,"width":663,"height":12}},{"id":"bba87480-a8fd-404b-aa02-df660ad66c7e","block_type":"box","text":"when partial or full cash purchases of Creation Units are available or specified (Creation Units of the Fund are generally","page_number":70,"box":{"x":59,"y":664,"width":831,"height":12}},{"id":"e60fc1f9-07f4-4a4a-b61d-3c04e98e09c3","block_type":"box","text":"offered partially for cash), they will be effected in essentially the same manner as in-kind purchases thereof. In the case of a","page_number":70,"box":{"x":59,"y":679,"width":862,"height":12}},{"id":"d2d99828-7d53-4b7a-9ff4-cdc93e52d3a7","block_type":"box","text":"partial or full cash purchase, the Authorized Participant must pay the cash equivalent of the Deposit Securities it would","page_number":70,"box":{"x":59,"y":694,"width":830,"height":12}},{"id":"4d4e8fa6-e59c-4be0-bce0-30141e23a593","block_type":"box","text":"otherwise be required to provide through an in-kind purchase, plus the same Cash Component required to be paid by an in","page_number":70,"box":{"x":59,"y":709,"width":865,"height":12}},{"id":"c70c55e1-9adc-4e6f-888e-4b1eebcaa7b7","block_type":"box","text":"kind purchaser.","page_number":70,"box":{"x":60,"y":724,"width":105,"height":13}},{"id":"ed8617b9-b031-42cc-ad38-548242926e25","block_type":"box","text":"Procedures for Creation of Creation Units.","page_number":70,"box":{"x":60,"y":751,"width":300,"height":10}},{"id":"a3df7993-7cc7-4dd6-b78f-ac1d5e59b303","block_type":"box","text":"To be eligible to place orders with the Distributor and to create a Creation Unit of","page_number":70,"box":{"x":369,"y":751,"width":567,"height":12}},{"id":"2cd4cd92-8373-4e57-95f2-453a1e191fca","block_type":"box","text":"the Fund, an entity must be: (i) a “Participating Party,”","page_number":70,"box":{"x":59,"y":766,"width":377,"height":12}},{"id":"396d5603-21ae-4654-932d-ebf9db2b0c85","block_type":"box","text":"i.e","page_number":70,"box":{"x":441,"y":767,"width":15,"height":9}},{"id":"48c3b058-a8ed-4757-b84d-4569795cca96","block_type":"box","text":"., a broker-dealer or other participant in the clearing process through","page_number":70,"box":{"x":457,"y":766,"width":480,"height":12}},{"id":"3d38bc77-c5d4-4c8e-b847-998a1629f50c","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":70,"box":{"x":59,"y":781,"width":848,"height":12}},{"id":"b9b1370d-2a27-43ba-8b7c-67083bd42e05","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":70,"box":{"x":59,"y":796,"width":832,"height":12}},{"id":"fd028887-3d6b-4e64-89bc-1d0dce667d54","block_type":"box","text":"redemptions of Creation Units (“Authorized Participant Agreement”) (discussed below). A member or participant of a","page_number":70,"box":{"x":60,"y":811,"width":820,"height":13}},{"id":"42c15ac1-e837-43be-99ca-d29e18df03ef","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":70,"box":{"x":59,"y":826,"width":844,"height":13}},{"id":"2939613c-2fb2-4ebb-a100-82afb1a287d0","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":70,"box":{"x":59,"y":841,"width":843,"height":13}},{"id":"9a6cc57b-9baa-4c76-9b86-9009ba66a737","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":70,"box":{"x":59,"y":857,"width":867,"height":12}},{"id":"11d880a6-4370-4de9-b8b7-7b50f47041fe","block_type":"box","text":"& Co. for the account of a DTC Participant.","page_number":70,"box":{"x":59,"y":872,"width":295,"height":12}},{"id":"8c127f25-f8b4-4f7a-b49d-0acb314f3828","block_type":"box","text":"58","page_number":70,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"369ee174-9b9f-43c3-8916-8481c1d50922","block_type":"box","text":"Role of the Authorized Participant.","page_number":71,"box":{"x":60,"y":67,"width":247,"height":12}},{"id":"e4a60608-6035-4574-9d2d-4f2835edd274","block_type":"box","text":"Creation Units may be purchased only by or through a member or participant of a","page_number":71,"box":{"x":316,"y":67,"width":571,"height":12}},{"id":"46061682-68d3-4061-994c-34b50d3dc635","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":71,"box":{"x":59,"y":82,"width":848,"height":12}},{"id":"73771f88-744c-4500-af94-b43c5dbe6fc4","block_type":"box","text":"allows such member or participant to place orders for the purchase and redemption of Creation Units. Such Authorized","page_number":71,"box":{"x":59,"y":97,"width":834,"height":12}},{"id":"3350a3d5-7fb0-48b0-8e62-cf3b03a3639f","block_type":"box","text":"Participant will agree, pursuant to the terms of such Authorized Participant Agreement and on behalf of itself or any investor","page_number":71,"box":{"x":60,"y":112,"width":870,"height":12}},{"id":"1df1bab3-cd1d-4ae7-b840-048af252a2c5","block_type":"box","text":"on whose behalf it will act, to certain conditions, including that such Authorized Participant will make available in advance of","page_number":71,"box":{"x":59,"y":127,"width":873,"height":12}},{"id":"9f7eee4c-fc77-45c2-bc60-9079777ec488","block_type":"box","text":"each purchase of shares an amount of cash sufficient to pay the Cash Component, once the NAV of a Creation Unit is next","page_number":71,"box":{"x":59,"y":142,"width":856,"height":13}},{"id":"a87886f3-d5c7-45c5-b457-5a8f80ce3e99","block_type":"box","text":"determined after receipt of the purchase order in proper form, together with the transaction fees described below. An","page_number":71,"box":{"x":59,"y":157,"width":821,"height":13}},{"id":"40c6db75-f97a-4901-8841-b46227b1bbbe","block_type":"box","text":"Authorized Participant, acting on behalf of an investor, may require the investor to enter into an agreement with such","page_number":71,"box":{"x":59,"y":172,"width":818,"height":13}},{"id":"cfec6a25-e9fe-40f0-9ddc-2baa8d887fab","block_type":"box","text":"Authorized Participant with respect to certain matters, including payment of the Cash Component. Investors who are not","page_number":71,"box":{"x":59,"y":188,"width":847,"height":12}},{"id":"98372a61-8ea7-4651-8abb-fc9856c4e824","block_type":"box","text":"Authorized Participants must make appropriate arrangements with an Authorized Participant. Investors should be aware that","page_number":71,"box":{"x":59,"y":203,"width":875,"height":12}},{"id":"f016685d-1ffb-4d4d-842f-6f638d123001","block_type":"box","text":"their particular broker may not be a DTC Participant or may not have executed an Authorized Participant Agreement and that","page_number":71,"box":{"x":59,"y":218,"width":875,"height":12}},{"id":"9a372cb0-e0ec-44fc-b14d-c38dc5fd2969","block_type":"box","text":"orders to purchase Creation Units may have to be placed by the investor’s broker through an Authorized Participant. As a","page_number":71,"box":{"x":59,"y":233,"width":845,"height":12}},{"id":"da201da5-2a89-4064-b5d5-0a10319f2930","block_type":"box","text":"result, purchase orders placed through an Authorized Participant may result in additional charges to such investor. The Trust","page_number":71,"box":{"x":60,"y":248,"width":870,"height":12}},{"id":"e9077b16-c620-45af-980a-2b9fb16cf31a","block_type":"box","text":"does not expect to enter into an Authorized Participant Agreement with more than a small number of DTC Participants. A list","page_number":71,"box":{"x":59,"y":263,"width":875,"height":12}},{"id":"5102ff80-02e9-4473-a29c-273d8d53bef3","block_type":"box","text":"of current Authorized Participants may be obtained from the Distributor. The Distributor has adopted guidelines regarding","page_number":71,"box":{"x":59,"y":278,"width":854,"height":13}},{"id":"d7987ec7-030c-4201-b5c6-89f0ec4e5b3e","block_type":"box","text":"Authorized Participants’ transactions in Creation Units that are made available to all Authorized Participants. These guidelines","page_number":71,"box":{"x":59,"y":293,"width":877,"height":13}},{"id":"08572ed2-2b36-41d2-8694-958c7f2ea6e8","block_type":"box","text":"set forth the processes and standards for Authorized Participants to transact with the Distributor and its agents in connection","page_number":71,"box":{"x":59,"y":308,"width":879,"height":13}},{"id":"537e119a-3434-4111-b6bf-c6b5a7672e57","block_type":"box","text":"with creation and redemption transactions. In addition, the Distributor may be appointed as the proxy of the Authorized","page_number":71,"box":{"x":59,"y":324,"width":839,"height":12}},{"id":"85d72baa-5a14-4024-ae0b-7cd33d947e42","block_type":"box","text":"Participant and may be granted a power of attorney under its Authorized Participant Agreement.","page_number":71,"box":{"x":60,"y":339,"width":673,"height":12}},{"id":"0b512cac-1bf4-4cf3-a052-79c91422fcee","block_type":"box","text":"Placement of Creation Orders.","page_number":71,"box":{"x":60,"y":365,"width":216,"height":10}},{"id":"a190653d-ba55-4064-8ba6-f3346990aebf","block_type":"box","text":"Fund Deposits must be delivered through the Federal Reserve System (for cash and U.S.","page_number":71,"box":{"x":286,"y":365,"width":611,"height":13}},{"id":"a99f44c9-885b-4c81-9c2f-dde18e8ad27c","block_type":"box","text":"government securities), through DTC (for corporate and municipal securities) or through a central depository account, such","page_number":71,"box":{"x":59,"y":380,"width":868,"height":13}},{"id":"b60d22e7-5583-46b4-b021-dea00eca9043","block_type":"box","text":"as with Euroclear or DTC, maintained by BNY Mellon or a sub-custodian (a “Central Depository Account”). Any portion of the","page_number":71,"box":{"x":59,"y":395,"width":876,"height":13}},{"id":"7d3160a3-27fd-4fb8-9b21-37a0a9ceeaa3","block_type":"box","text":"Fund Deposit that may not be delivered through the Federal Reserve System or DTC must be delivered through a Central","page_number":71,"box":{"x":60,"y":411,"width":839,"height":12}},{"id":"cbee381d-fdc5-4d10-ac54-8fe22ccda822","block_type":"box","text":"Depository Account. The Fund Deposit transfers made through DTC must be ordered by the DTC Participant in a timely","page_number":71,"box":{"x":60,"y":426,"width":833,"height":12}},{"id":"3c18a544-0017-4c4c-aac2-db10ca316c1a","block_type":"box","text":"fashion so as to ensure the delivery of the requisite number of Deposit Securities through DTC to the account of the Fund","page_number":71,"box":{"x":59,"y":441,"width":849,"height":12}},{"id":"6473db2f-52df-4e4d-986b-2908ded288f6","block_type":"box","text":"generally before 3:00 p.m., Eastern time on the Settlement Date. Fund Deposit transfers made through the Federal Reserve","page_number":71,"box":{"x":59,"y":456,"width":856,"height":12}},{"id":"05bf4547-c5fa-4d59-8eff-d134316e5870","block_type":"box","text":"System must be deposited by the participant institution in a timely fashion so as to ensure the delivery of the requisite","page_number":71,"box":{"x":59,"y":471,"width":824,"height":12}},{"id":"44b51225-0dbd-4bf3-bd4b-16f34e2d4a24","block_type":"box","text":"number or amount of Deposit Securities or cash through the Federal Reserve System to the account of the Fund generally","page_number":71,"box":{"x":60,"y":486,"width":852,"height":12}},{"id":"49db14be-cf01-4b79-bcbe-46e39fe389bc","block_type":"box","text":"before 3:00 p.m., Eastern time on the Settlement Date. Fund Deposit transfers made through a Central Depository Account","page_number":71,"box":{"x":60,"y":501,"width":859,"height":13}},{"id":"b25cf12f-fac9-443f-b7bc-890741210621","block_type":"box","text":"must be completed pursuant to the requirements established by the custodian or sub-custodian for such Central Depository","page_number":71,"box":{"x":60,"y":516,"width":871,"height":13}},{"id":"8f0c518b-1900-4142-9916-b4d8bf41a658","block_type":"box","text":"Account generally before 2:00 p.m., Eastern time on the Settlement Date. The “Settlement Date” for all funds is generally the","page_number":71,"box":{"x":59,"y":531,"width":872,"height":13}},{"id":"9adff557-7722-4bee-9c2a-b9b64a30b611","block_type":"box","text":"first business day after the Transmittal Date. All questions as to the number of Deposit Securities to be delivered, and the","page_number":71,"box":{"x":59,"y":547,"width":845,"height":12}},{"id":"8d697bd6-df13-47c1-beb0-bf5eb1097bf8","block_type":"box","text":"validity, form and eligibility (including time of receipt) for the deposit of any tendered securities, will be determined by the","page_number":71,"box":{"x":59,"y":562,"width":850,"height":12}},{"id":"52c87364-4b8f-4163-a362-0a854ae4ce4d","block_type":"box","text":"Trust, whose determination shall be final and binding. The amount of cash equal to the Cash Component must be transferred","page_number":71,"box":{"x":59,"y":577,"width":879,"height":12}},{"id":"2d245c11-1974-4f8b-9b65-b68bbe77f2ee","block_type":"box","text":"directly to BNY Mellon through the Federal Reserve Bank wire transfer system in a timely manner so as to be received by BNY","page_number":71,"box":{"x":59,"y":592,"width":873,"height":12}},{"id":"0f4eef70-d406-4b0c-bfc1-2c73dbe520f6","block_type":"box","text":"Mellon generally before 3:00 p.m., Eastern time on the Settlement Date. If the Cash Component and the Deposit Securities","page_number":71,"box":{"x":59,"y":607,"width":855,"height":12}},{"id":"cb820784-42e3-49da-868a-df3794269c16","block_type":"box","text":"are not received by 3:00 p.m., Eastern time on the Settlement Date, the creation order may be canceled. Upon written notice","page_number":71,"box":{"x":59,"y":622,"width":867,"height":13}},{"id":"a1c60f4b-d28c-48d6-8fd6-68ef2c061eaa","block_type":"box","text":"to the Distributor, such canceled order may be resubmitted the following Business Day using the Fund Deposit as newly","page_number":71,"box":{"x":59,"y":637,"width":839,"height":13}},{"id":"2aab3dc7-706f-4fc6-a612-00a3fd159c15","block_type":"box","text":"constituted to reflect the then current NAV of the Fund. The delivery of Creation Units so created generally will occur no later","page_number":71,"box":{"x":59,"y":652,"width":873,"height":13}},{"id":"a9d9cbec-f5c1-4d6b-825b-579ff773322b","block_type":"box","text":"than the first Business Day following the day on which the purchase order is deemed received by the Distributor, provided","page_number":71,"box":{"x":59,"y":668,"width":850,"height":12}},{"id":"a889e8b0-11d9-4a90-85fe-44dabb5203e9","block_type":"box","text":"that the relevant Fund Deposit has been received by the Fund prior to such time.","page_number":71,"box":{"x":59,"y":683,"width":562,"height":12}},{"id":"7ece37e1-9905-4d6c-b3b8-0d13724b5efb","block_type":"box","text":"Purchase Orders.","page_number":71,"box":{"x":60,"y":709,"width":122,"height":10}},{"id":"e3360399-7fb3-4048-a79b-956d818bb4b6","block_type":"box","text":"To initiate an order for a Creation Unit, an Authorized Participant must submit to the Distributor or its","page_number":71,"box":{"x":191,"y":709,"width":708,"height":12}},{"id":"176cca6e-41e2-4af0-8dad-56302f317ce1","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":71,"box":{"x":59,"y":724,"width":852,"height":13}},{"id":"5542939e-9818-4c45-a5bc-7aa07340a6ef","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":71,"box":{"x":60,"y":739,"width":832,"height":13}},{"id":"d4db587e-38ce-48a4-99bf-ee363fe2f0a8","block_type":"box","text":"custodian will then provide such information to any appropriate sub-custodian. Procedures and requirements governing the","page_number":71,"box":{"x":59,"y":754,"width":868,"height":13}},{"id":"2142a714-4591-4c79-9f7f-a4a0725a5b22","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":71,"box":{"x":59,"y":770,"width":874,"height":12}},{"id":"c56b547f-a58a-42ff-8b8b-875f65256d10","block_type":"box","text":"to time. Investors, other than Authorized Participants, are responsible for making arrangements for a creation request to be","page_number":71,"box":{"x":59,"y":785,"width":861,"height":12}},{"id":"1894b6ed-bfb8-4428-8f24-bf4a33e2252e","block_type":"box","text":"made through an Authorized Participant. The Distributor or its agent will provide a list of current Authorized Participants","page_number":71,"box":{"x":60,"y":800,"width":841,"height":12}},{"id":"40dae183-d377-44e1-8ef4-dd5fb7bb3073","block_type":"box","text":"upon request. Those placing orders to purchase Creation Units through an Authorized Participant should allow sufficient time","page_number":71,"box":{"x":60,"y":815,"width":878,"height":12}},{"id":"1df27352-dfab-4084-955f-20811e252627","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":71,"box":{"x":59,"y":830,"width":854,"height":12}},{"id":"d0e9e064-4292-4958-8a59-8660a888b9c2","block_type":"box","text":"such Business Day.","page_number":71,"box":{"x":59,"y":845,"width":131,"height":13}},{"id":"a0aa8fa3-63e0-4567-b579-3b76b71b0501","block_type":"box","text":"The Authorized Participant must also make available on or before the contractual settlement date, by means satisfactory to","page_number":71,"box":{"x":59,"y":872,"width":861,"height":12}},{"id":"1d56b61d-8f1f-4131-8c7e-293ee05941a6","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":71,"box":{"x":59,"y":887,"width":860,"height":12}},{"id":"d3983151-1e68-4a80-8208-c9a2b1d93cd8","block_type":"box","text":"59","page_number":71,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"bb03d23f-1070-48a7-99fb-e0e4e14e4ebf","block_type":"box","text":"determined after acceptance of the purchase order, together with the applicable purchase transaction fees. Those placing","page_number":72,"box":{"x":59,"y":67,"width":851,"height":12}},{"id":"ffe5a1a6-7866-4e36-b5f6-83005f55eedf","block_type":"box","text":"orders should ascertain the deadline for cash transfers by contacting the operations department of the broker or depositary","page_number":72,"box":{"x":59,"y":82,"width":864,"height":12}},{"id":"ec056a30-4854-4aea-a3ec-6a13e2ce787f","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":72,"box":{"x":60,"y":97,"width":858,"height":12}},{"id":"d1605e8d-ed04-4a7c-8115-07e8d0ca832f","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":72,"box":{"x":59,"y":112,"width":878,"height":12}},{"id":"32b566be-75c4-4326-a98a-b578e2199f53","block_type":"box","text":"with it to be in the particular form required by the individual Authorized Participant.","page_number":72,"box":{"x":59,"y":127,"width":582,"height":12}},{"id":"695f292f-f3a0-4961-8e43-835b97764cca","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":72,"box":{"x":59,"y":154,"width":857,"height":12}},{"id":"5bc092cf-3f14-4fb3-9a5d-369120d0167f","block_type":"box","text":"cash amounts, in connection with any purchase order.","page_number":72,"box":{"x":59,"y":169,"width":379,"height":12}},{"id":"7de044b0-6c3a-4b23-aec0-71cd9267eb03","block_type":"box","text":"Timing of Submission of Purchase Orders.","page_number":72,"box":{"x":58,"y":195,"width":305,"height":12}},{"id":"00f7b5f5-d870-4361-a8a8-2fe7fa354dd5","block_type":"box","text":"An Authorized Participant must submit an irrevocable order to purchase shares","page_number":72,"box":{"x":372,"y":195,"width":554,"height":12}},{"id":"ef152e92-087c-41db-9716-de5c821c9bb3","block_type":"box","text":"of the Fund before 4:00 p.m., Eastern time on any Business Day in order to receive that day’s NAV. Creation Orders must be","page_number":72,"box":{"x":59,"y":210,"width":859,"height":13}},{"id":"3cc19ec6-2270-4d9c-b56d-b3f612873855","block_type":"box","text":"transmitted by an Authorized Participant in the form required by the Fund to the Distributor or its agent pursuant to","page_number":72,"box":{"x":59,"y":225,"width":810,"height":13}},{"id":"04f1b577-f717-4a4d-8aa7-590b02b87fa6","block_type":"box","text":"procedures set forth in the Authorized Participant Agreement. Economic or market disruptions or changes, or telephone or","page_number":72,"box":{"x":59,"y":240,"width":860,"height":13}},{"id":"9888aaba-cd9e-4109-aa6b-8006cef969be","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":72,"box":{"x":59,"y":256,"width":855,"height":12}},{"id":"ea40fea1-23e0-4401-870e-2ac1584a130c","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":72,"box":{"x":60,"y":271,"width":817,"height":12}},{"id":"5a8f7748-4877-43cc-a0ee-fe9f6d4dd27f","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":72,"box":{"x":60,"y":286,"width":808,"height":12}},{"id":"a971539c-6bde-4a10-9764-06a5fdde562f","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":72,"box":{"x":59,"y":301,"width":792,"height":12}},{"id":"bc9c6251-2113-4ecc-9cab-f60e30dc0a82","block_type":"box","text":"communication through the facilities of the Distributor’s or its agent’s proprietary website maintained for this purpose.","page_number":72,"box":{"x":59,"y":316,"width":832,"height":12}},{"id":"cc63cc9f-374f-44b4-80d4-29773b42e731","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":72,"box":{"x":60,"y":331,"width":842,"height":13}},{"id":"e1eb4db3-007d-4bf2-a02d-7f1df66bffdc","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":72,"box":{"x":59,"y":346,"width":866,"height":13}},{"id":"3bd81d55-88ec-46a0-814a-97e80bd15614","block_type":"box","text":"disclosed in this SAI.","page_number":72,"box":{"x":59,"y":361,"width":142,"height":10}},{"id":"a92233c3-7fe8-47e9-8899-9be973e41f02","block_type":"box","text":"Acceptance of Orders for Creation Units.","page_number":72,"box":{"x":59,"y":388,"width":293,"height":12}},{"id":"b5495c6c-cbc1-4642-b174-a846ad668c2e","block_type":"box","text":"Subject to the conditions that (i) an irrevocable purchase order has been","page_number":72,"box":{"x":361,"y":388,"width":506,"height":12}},{"id":"38bb8af5-ae06-4312-95d8-4c01f9342138","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":72,"box":{"x":59,"y":403,"width":872,"height":12}},{"id":"c9751370-5ecf-41c9-b8d0-d4157efa40c9","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":72,"box":{"x":59,"y":418,"width":843,"height":12}},{"id":"7b719831-64e0-44d0-8414-c3b91ca16c68","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":72,"box":{"x":59,"y":433,"width":874,"height":13}},{"id":"1cff801a-ccea-4dc7-bebb-58ae7069e3eb","block_type":"box","text":"set forth below.","page_number":72,"box":{"x":59,"y":448,"width":107,"height":10}},{"id":"303cc81a-f1a0-44ad-9057-83f5818209e8","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":72,"box":{"x":59,"y":475,"width":831,"height":12}},{"id":"6436eb2d-2f8f-46f7-803e-b5a23650e0f6","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":72,"box":{"x":60,"y":490,"width":812,"height":12}},{"id":"4e82c212-3b15-4487-b451-6376b847d4d2","block_type":"box","text":"confirmation of acceptance to the Authorized Participant that placed the order.","page_number":72,"box":{"x":59,"y":505,"width":552,"height":12}},{"id":"cee59698-cc63-45bd-9aa0-1d499ac9ca4e","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":72,"box":{"x":59,"y":531,"width":876,"height":13}},{"id":"13c2c370-ce0a-4a3e-9bd7-56e8c3808a03","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":72,"box":{"x":60,"y":547,"width":862,"height":12}},{"id":"8f2ed239-1488-445b-994a-5d33b1636343","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":72,"box":{"x":60,"y":562,"width":877,"height":12}},{"id":"ce4f0f12-e73e-474d-8ab9-46ac655ff18d","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":72,"box":{"x":60,"y":577,"width":853,"height":12}},{"id":"e6f947f6-0a2f-4266-8de7-444a389533af","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":72,"box":{"x":60,"y":592,"width":876,"height":12}},{"id":"b707780c-d6c5-45e4-8cb5-a2c432c80e71","block_type":"box","text":"(iv) acceptance of the Deposit Securities is not legally required or would, in the opinion of counsel, be unlawful; or (v)","page_number":72,"box":{"x":60,"y":607,"width":820,"height":12}},{"id":"ac77f265-8971-4fff-8ad8-b8b58a589367","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":72,"box":{"x":59,"y":622,"width":811,"height":13}},{"id":"a322283e-4351-418c-83b3-723478335bea","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":72,"box":{"x":59,"y":637,"width":852,"height":13}},{"id":"06ae2a2a-cdc9-40a1-9367-b347390a8476","block_type":"box","text":"Participant acting on behalf of such purchaser of its rejection of such order. The Fund, BNY Mellon, the sub-custodian and","page_number":72,"box":{"x":60,"y":652,"width":853,"height":13}},{"id":"155c1016-7393-4e7e-a314-17dcc16066d9","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":72,"box":{"x":59,"y":668,"width":853,"height":12}},{"id":"164f4529-5b37-404c-a023-a4aae2586015","block_type":"box","text":"Fund Deposits nor shall any of them incur any liability for failure to give such notification.","page_number":72,"box":{"x":60,"y":683,"width":622,"height":12}},{"id":"0b108310-b4f9-4bd1-94dc-9aa644a509d4","block_type":"box","text":"Issuance of a Creation Unit.","page_number":72,"box":{"x":60,"y":709,"width":197,"height":10}},{"id":"b7b6e1ff-d66c-4af7-95ee-2c119531ef25","block_type":"box","text":"Except as provided herein, a Creation Unit will not be issued until the transfer of good title to the","page_number":72,"box":{"x":267,"y":709,"width":672,"height":12}},{"id":"7f6d5be6-2bc8-4359-b4ff-7e489d193031","block_type":"box","text":"Fund of the Deposit Securities and the payment of the Cash Component have been completed. When the sub-custodian has","page_number":72,"box":{"x":60,"y":724,"width":869,"height":13}},{"id":"6d46235b-15fa-4d56-9bc1-e0279e7d98a8","block_type":"box","text":"confirmed to the custodian that the securities included in the Fund Deposit (or the cash value thereof ) have been delivered","page_number":72,"box":{"x":59,"y":739,"width":861,"height":13}},{"id":"32ee495d-1731-43ee-b9a2-b230f3a8bae1","block_type":"box","text":"to the account of the relevant sub-custodian or sub-custodians, the Distributor or its agent and BFA shall be notified of such","page_number":72,"box":{"x":59,"y":754,"width":870,"height":13}},{"id":"17d57040-61cc-49c5-b5a5-cc769e0831f9","block_type":"box","text":"delivery and a Fund will issue and cause the delivery of the Creation Unit.","page_number":72,"box":{"x":59,"y":770,"width":509,"height":12}},{"id":"c59508e3-0cf0-46aa-abb4-8615fcac9d80","block_type":"box","text":"Creation Units are generally issued on a “T+1 basis” (","page_number":72,"box":{"x":59,"y":796,"width":370,"height":12}},{"id":"7e99c30d-3d7a-4ba6-8d41-4b91ca999f65","block_type":"box","text":"i.e","page_number":72,"box":{"x":430,"y":797,"width":15,"height":9}},{"id":"ed5a0aa4-78fc-43ce-89aa-25b8a7e05ab5","block_type":"box","text":"., one Business Day after trade date). However, the Fund reserves the","page_number":72,"box":{"x":446,"y":796,"width":479,"height":12}},{"id":"73310be4-1af0-45f9-95b4-eccc6ee13d82","block_type":"box","text":"right to settle Creation Unit transactions on a different basis, if necessary or appropriate under the circumstances and","page_number":72,"box":{"x":60,"y":811,"width":820,"height":13}},{"id":"402e6e05-96e4-45ea-b276-f302f8c8cf2f","block_type":"box","text":"compliant with applicable law. These circumstances may include, among others, accommodating non-U.S. market holiday","page_number":72,"box":{"x":59,"y":826,"width":858,"height":13}},{"id":"05026870-30ce-4430-9e0b-b95576755963","block_type":"box","text":"schedules and accounting for different treatment among non-U.S. and U.S. markets of dividend record dates and ex-dividend","page_number":72,"box":{"x":59,"y":841,"width":876,"height":13}},{"id":"3f29ca0e-285e-45e8-adf9-1274138a494f","block_type":"box","text":"dates (","page_number":72,"box":{"x":59,"y":857,"width":47,"height":12}},{"id":"ce19f5dd-260d-4440-acfa-9887e4a6bf6f","block_type":"box","text":"i.e","page_number":72,"box":{"x":107,"y":857,"width":15,"height":9}},{"id":"2a0d2344-0872-4980-8437-8512826dc751","block_type":"box","text":"., the last day the holder of a security can sell the security and still receive dividends payable on the security).","page_number":72,"box":{"x":123,"y":857,"width":759,"height":12}},{"id":"1aa5824e-4383-402f-9a33-e13673813e16","block_type":"box","text":"60","page_number":72,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"fa098271-4072-4fbd-a23f-a2bbad41b65b","block_type":"box","text":"To the extent contemplated by an Authorized Participant Agreement with the Distributor, the Fund will issue Creation Units","page_number":73,"box":{"x":59,"y":67,"width":862,"height":12}},{"id":"2bad66b5-b1ba-4bcf-a901-ddfd28d6f264","block_type":"box","text":"to such Authorized Participant, notwithstanding the fact that the corresponding Fund Deposits have not been received in","page_number":73,"box":{"x":59,"y":82,"width":847,"height":12}},{"id":"36961c5c-6848-4e6b-be71-53473467979c","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":73,"box":{"x":59,"y":97,"width":876,"height":12}},{"id":"0f793d9f-1d67-4458-9a75-2a32eb2d9747","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":73,"box":{"x":59,"y":112,"width":879,"height":12}},{"id":"14038cf2-d88b-4bcd-acb2-a2d475f3522f","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":73,"box":{"x":59,"y":127,"width":873,"height":12}},{"id":"bf584ef5-5dea-404c-8bf0-1b82875be731","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":73,"box":{"x":59,"y":142,"width":857,"height":13}},{"id":"06ff4e3b-2094-4cbb-b4bc-a550538fffd9","block_type":"box","text":"settlement date. Information concerning the Fund’s current procedures for collateralization of missing Deposit Securities is","page_number":73,"box":{"x":59,"y":157,"width":860,"height":13}},{"id":"56ab5d5a-0582-46c9-88a8-3d016021c5df","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":73,"box":{"x":59,"y":172,"width":845,"height":13}},{"id":"9c43d535-2310-482b-869b-07470f8cc35e","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":73,"box":{"x":60,"y":188,"width":865,"height":12}},{"id":"1a03f108-c6dc-4175-ae0d-34cabf56f2cb","block_type":"box","text":"Fund of purchasing such securities and the collateral including, without limitation, liability for related brokerage, borrowings","page_number":73,"box":{"x":60,"y":203,"width":867,"height":12}},{"id":"fad7a47b-b452-4dc6-80be-d4bc52bee0dd","block_type":"box","text":"and other charges.","page_number":73,"box":{"x":59,"y":218,"width":130,"height":12}},{"id":"a3f53765-09a4-49b3-90f3-699fa6a17394","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":73,"box":{"x":60,"y":244,"width":809,"height":13}},{"id":"67bf0747-6cfc-46af-83fe-a1f385125b96","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":73,"box":{"x":60,"y":259,"width":810,"height":13}},{"id":"29e07007-badd-4c10-9b5c-9f42c2ced0ab","block_type":"box","text":"Authorized Participants that the creation and redemption transactions are for separate beneficial owners. All questions as to","page_number":73,"box":{"x":59,"y":274,"width":868,"height":13}},{"id":"e4462bfd-5d36-44d2-9b2b-f93f32dd621f","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":73,"box":{"x":59,"y":290,"width":875,"height":12}},{"id":"86c7dcf8-7096-46fa-9a74-fd6d0dc34b46","block_type":"box","text":"any securities to be delivered shall be determined by such Fund and the Fund’s determination shall be final and binding.","page_number":73,"box":{"x":59,"y":305,"width":838,"height":12}},{"id":"f84de542-be5b-4b1f-aab3-aba0bb75f1e7","block_type":"box","text":"Costs Associated with Creation Transactions.","page_number":73,"box":{"x":59,"y":331,"width":325,"height":10}},{"id":"2a782775-3cc8-452c-bf55-8f8b8c5f14c7","block_type":"box","text":"A standard creation transaction fee is imposed to offset the transfer and","page_number":73,"box":{"x":393,"y":331,"width":504,"height":13}},{"id":"bb4cae3b-fe75-41d4-8997-32eac61405f4","block_type":"box","text":"other transaction costs associated with the issuance of Creation Units. Under an ETF Services Agreement, the Fund has","page_number":73,"box":{"x":59,"y":346,"width":835,"height":13}},{"id":"cdd22d6c-d0f9-4704-8eb7-9a091574ad88","block_type":"box","text":"retained BRIL, an affiliate of BFA, to perform certain ETF Services. BRIL will receive from an Authorized Participant a standard","page_number":73,"box":{"x":60,"y":361,"width":868,"height":13}},{"id":"8ddf0187-c506-4199-8fd7-583b0d29ef24","block_type":"box","text":"transaction fee on each creation order, which consists of (1) a fee for providing the ETF Services (the “ETF Servicing Fee”)","page_number":73,"box":{"x":59,"y":377,"width":849,"height":12}},{"id":"c8da8f9d-98d5-48bb-9766-acab4d7045a8","block_type":"box","text":"and (2) transfer, processing and other transaction costs charged by the Fund custodian in connection with the issuance of","page_number":73,"box":{"x":59,"y":392,"width":858,"height":12}},{"id":"6c5ff536-094b-4c4c-aa74-81161c628faa","block_type":"box","text":"Creation Units for such creation order (“Custody Transaction Costs”). BRIL is entitled to retain the ETF Servicing Fee pursuant","page_number":73,"box":{"x":59,"y":407,"width":877,"height":12}},{"id":"a00bfaf2-08a4-4aca-a997-b3122f2fdf0e","block_type":"box","text":"to the ETF Services Agreement, but BRIL will reimburse any Custody Transaction Costs to the Fund custodian according to","page_number":73,"box":{"x":59,"y":422,"width":857,"height":12}},{"id":"0e862eb2-faea-4e88-98a1-cf1d2f1fe0bd","block_type":"box","text":"the amounts invoiced by such custodian.","page_number":73,"box":{"x":59,"y":437,"width":286,"height":12}},{"id":"dee72f9b-b571-458d-a5b4-bafe44d1457c","block_type":"box","text":"The ETF Servicing Fee is a flat fee per order regardless of the number of Creation Units being purchased, which amount will","page_number":73,"box":{"x":59,"y":463,"width":861,"height":13}},{"id":"37bc8177-d6e5-4491-81c9-f262991992b5","block_type":"box","text":"vary among different Funds based on a number of factors, including the complexity of the order and the types of securities or","page_number":73,"box":{"x":59,"y":479,"width":879,"height":12}},{"id":"13c431fb-f878-4652-8997-029fc66cc157","block_type":"box","text":"instruments included in a Fund’s Creation Basket, among other variables. The ETF Servicing Fee may be equal to zero in","page_number":73,"box":{"x":60,"y":494,"width":834,"height":12}},{"id":"198b520f-b8fc-450b-83df-34db9e502ebf","block_type":"box","text":"certain instances, such as for creation transactions that consist solely of cash. The actual Custody Transaction Costs vary per","page_number":73,"box":{"x":59,"y":509,"width":875,"height":12}},{"id":"3b004999-8c43-4ffc-bb4b-5fcdc1f43b9a","block_type":"box","text":"order based on the number of trades, underlying markets and settlement locations associated with the issuance of a Creation","page_number":73,"box":{"x":59,"y":524,"width":878,"height":12}},{"id":"56841dfc-5d4f-498e-a7aa-a06d4b482573","block_type":"box","text":"Unit. The following table sets forth, for the Fund, either the actual creation transaction fee that was charged on August 20,","page_number":73,"box":{"x":60,"y":539,"width":855,"height":12}},{"id":"fad160e5-a010-48b7-92f5-ff4788706228","block_type":"box","text":"2025 or an estimate of the creation transaction fee that would have been charged if the Fund had issued a Creation Unit on","page_number":73,"box":{"x":59,"y":554,"width":861,"height":13}},{"id":"71ea36f7-f422-4349-97fd-42c7659affb9","block_type":"box","text":"that date. The actual fee that was or would have been charged to an Authorized Participant in connection with a creation","page_number":73,"box":{"x":59,"y":569,"width":846,"height":13}},{"id":"2e86bb21-3a50-4d8c-b99f-1ad92dcbfc66","block_type":"box","text":"order will vary over time depending on the factors discussed above, and may be higher than the fee set forth below.","page_number":73,"box":{"x":59,"y":584,"width":807,"height":13}},{"id":"b3bc16cc-c140-4c60-ab7d-fc727a1e8300","block_type":"box","text":"In order to defray transaction expenses for the Fund and protect against possible shareholder dilution, if a creation","page_number":73,"box":{"x":60,"y":611,"width":800,"height":12}},{"id":"8f6d2530-dfee-45e9-b5dc-e3b68578cd74","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":73,"box":{"x":59,"y":626,"width":869,"height":12}},{"id":"3242ff6d-0a35-44ed-9660-165257ef2323","block_type":"box","text":"amount shown below) certain brokerage, tax, foreign exchange, execution and other costs and expenses related to the","page_number":73,"box":{"x":59,"y":641,"width":832,"height":12}},{"id":"340e0be7-ade1-4bf6-85ef-3f88e72f2cdb","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":73,"box":{"x":59,"y":656,"width":854,"height":13}},{"id":"1cdceb44-15d0-40e8-982d-428060777219","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":73,"box":{"x":59,"y":671,"width":873,"height":13}},{"id":"e73a7f5b-04cf-4f96-aac8-8b55a03aceba","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":73,"box":{"x":60,"y":686,"width":873,"height":13}},{"id":"1400996a-f618-44d8-9a90-c38193951e88","block_type":"box","text":"trade identical securities to the securities identified by BlackRock in estimating these transaction and other costs and","page_number":73,"box":{"x":59,"y":702,"width":817,"height":12}},{"id":"c7e93344-fc6f-4062-81dc-0fbebc620396","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":73,"box":{"x":59,"y":717,"width":825,"height":12}},{"id":"503d1755-dc16-44cf-81ca-d7b5ffe91edb","block_type":"box","text":"subject to the maximum amounts shown below.","page_number":73,"box":{"x":59,"y":732,"width":338,"height":12}},{"id":"e99123de-8d93-401b-af11-3943bcfa7cec","block_type":"box","text":"Authorized Participants will also bear the costs of transferring the Deposit Securities to the Fund. Certain fees/costs","page_number":73,"box":{"x":59,"y":758,"width":809,"height":13}},{"id":"c66ea105-8670-4181-a459-96960101f263","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":73,"box":{"x":59,"y":773,"width":866,"height":13}},{"id":"26bdcd42-a9f4-4d00-9848-8fc375c848e4","block_type":"box","text":"other financial intermediary to acquire Fund shares may be charged a fee for such services.","page_number":73,"box":{"x":59,"y":788,"width":637,"height":13}},{"id":"d649a1f4-cbc9-419e-b255-50637fac0cc5","block_type":"box","text":"The following table sets forth the Fund’s estimated creation transaction fee as of August 20, 2025 and maximum additional","page_number":73,"box":{"x":59,"y":815,"width":864,"height":12}},{"id":"f629164a-ddab-4515-9763-6c978750ae55","block_type":"box","text":"charge (as described above):","page_number":73,"box":{"x":59,"y":830,"width":200,"height":12}},{"id":"d73f2e0a-e846-4613-992f-2f70e588f1f4","block_type":"box","text":"61","page_number":73,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"62a7a1fc-ae0c-4df3-801f-87993c86ae3b","block_type":"box","text":"Standard Creation","page_number":74,"box":{"x":363,"y":67,"width":104,"height":8}},{"id":"265c1458-3e31-4808-846d-3b9b32c7afcb","block_type":"box","text":"Transaction Fee","page_number":74,"box":{"x":370,"y":78,"width":91,"height":7}},{"id":"bf552be5-019a-46c9-a511-b104007a536e","block_type":"box","text":"Maximum Additional","page_number":74,"box":{"x":510,"y":67,"width":121,"height":8}},{"id":"c2aa0faf-eb0d-4d24-8cb6-727b03100191","block_type":"box","text":"Charge for Creations*","page_number":74,"box":{"x":508,"y":77,"width":126,"height":10}},{"id":"562eadae-d10f-42e1-8f38-e22af6c77d8c","block_type":"box","text":"$0** 3.0%","page_number":74,"box":{"x":407,"y":99,"width":189,"height":11}},{"id":"8fb6fc78-c9d3-442e-8f07-9ecc3be89914","block_type":"box","text":"* As a percentage of the net asset value per Creation Unit.","page_number":74,"box":{"x":89,"y":139,"width":328,"height":10}},{"id":"19fffcad-b93c-4aa8-b100-943cdf7ad49d","block_type":"box","text":"** Estimated fee","page_number":74,"box":{"x":89,"y":154,"width":89,"height":8}},{"id":"9fc3571d-f83b-4454-84a5-f57bbba22f10","block_type":"box","text":"Redemption of Creation Units.","page_number":74,"box":{"x":60,"y":177,"width":216,"height":13}},{"id":"aee8e21f-7f42-4df2-aa3b-c7402bd8ff71","block_type":"box","text":"Shares of the Fund may be redeemed by Authorized Participants only in Creation Units at","page_number":74,"box":{"x":285,"y":177,"width":623,"height":13}},{"id":"4ebbb1c1-a679-47fc-8bef-e55de827fa10","block_type":"box","text":"their NAV next determined after receipt of a redemption request in proper form by the Distributor or its agent and only on a","page_number":74,"box":{"x":59,"y":193,"width":863,"height":12}},{"id":"23cd90e5-240b-4e06-a348-d8ad9a452255","block_type":"box","text":"Business Day. The Fund will not redeem shares in amounts less than Creation Units. There can be no assurance, however,","page_number":74,"box":{"x":60,"y":208,"width":847,"height":12}},{"id":"a4cc1559-2bcc-4ff4-a1f5-c842b91adc93","block_type":"box","text":"that there will be sufficient liquidity in the secondary market at any time to permit assembly of a Creation Unit. Investors","page_number":74,"box":{"x":59,"y":223,"width":840,"height":12}},{"id":"b4f0d521-e9f5-4698-a54c-d8ac10ecf96e","block_type":"box","text":"should expect to incur brokerage and other costs in connection with assembling a sufficient number of shares to constitute a","page_number":74,"box":{"x":59,"y":238,"width":877,"height":12}},{"id":"913db95b-dfa1-42a6-9b1f-eecde7f71f34","block_type":"box","text":"Creation Unit that could be redeemed by an Authorized Participant. Beneficial owners also may sell shares in the secondary","page_number":74,"box":{"x":59,"y":253,"width":861,"height":12}},{"id":"e2c340dd-97c2-45e3-9a3c-21b233279791","block_type":"box","text":"market.","page_number":74,"box":{"x":60,"y":268,"width":51,"height":10}},{"id":"56f846d1-e014-4abf-89cf-054d5a5ee245","block_type":"box","text":"The Fund generally redeems Creation Units partially for cash. However, the Fund reserves the right to distribute securities and","page_number":74,"box":{"x":59,"y":295,"width":878,"height":12}},{"id":"659f4bdd-9d38-40f8-a97f-d50c437693f8","block_type":"box","text":"other portfolio instruments in-kind as payment for Creation Units being redeemed. Please see the","page_number":74,"box":{"x":59,"y":310,"width":681,"height":12}},{"id":"86beda33-d92e-482f-81f9-3d6db254892b","block_type":"box","text":"Cash Redemption Method","page_number":74,"box":{"x":745,"y":310,"width":183,"height":12}},{"id":"cff44e2d-43f4-4683-b740-21848bd4f8b8","block_type":"box","text":"section below and the following discussion summarizing the in-kind method for further information on redeeming Creation","page_number":74,"box":{"x":59,"y":325,"width":864,"height":12}},{"id":"6b7eccd1-aa71-487a-b186-925caa303895","block_type":"box","text":"Units of the Fund.","page_number":74,"box":{"x":60,"y":340,"width":123,"height":10}},{"id":"9318f044-9db2-4cc9-9481-3167cc788d00","block_type":"box","text":"The Fund publishes the designated portfolio of securities (including any portion of such securities for which cash may be","page_number":74,"box":{"x":59,"y":366,"width":847,"height":13}},{"id":"e10e4a85-7ff5-44fc-b57a-2f4796611332","block_type":"box","text":"substituted) that will be applicable to redemption requests received in proper form (as defined below) on that day (“Fund","page_number":74,"box":{"x":59,"y":382,"width":849,"height":12}},{"id":"d1a49aeb-5fa6-429a-8a64-91d4e3b90b6a","block_type":"box","text":"Securities” or “Redemption Basket”), and an amount of cash (the “Cash Amount,” as described below) are applicable, in","page_number":74,"box":{"x":59,"y":397,"width":841,"height":12}},{"id":"44f11f5d-5634-4a64-b755-b723d5531bc6","block_type":"box","text":"order to effect redemptions of Creation Units of the Fund. Such Fund Securities and Cash Amount will remain in effect until","page_number":74,"box":{"x":59,"y":412,"width":861,"height":12}},{"id":"b9909f61-6f08-4464-a82f-297519da5415","block_type":"box","text":"such time as the next announced composition of the Fund Securities and Cash Amount is made available. The Fund","page_number":74,"box":{"x":59,"y":427,"width":812,"height":12}},{"id":"ecb1033f-3b85-43a4-8003-ff66bf9ac8c0","block_type":"box","text":"Securities and Cash Amount are subject to possible amendment or correction. Procedures and requirements governing","page_number":74,"box":{"x":59,"y":442,"width":834,"height":12}},{"id":"5a481a42-faca-4951-8c20-6be312a8fb43","block_type":"box","text":"redemption transactions are set forth in the handbook for Authorized Participants and may change from time to time.","page_number":74,"box":{"x":60,"y":457,"width":823,"height":13}},{"id":"3ac9058b-9cb5-4136-ac19-2356d43bd6f8","block_type":"box","text":"If redemptions are not paid in cash, the redemption proceeds for a Creation Unit generally consist of Fund Securities, plus the","page_number":74,"box":{"x":60,"y":484,"width":875,"height":12}},{"id":"ccde68a6-c02c-4718-8080-69a4ffaa7390","block_type":"box","text":"Cash Amount, which is an amount equal to the difference between the net asset value of the shares being redeemed, as next","page_number":74,"box":{"x":59,"y":499,"width":875,"height":12}},{"id":"0a186287-ac00-4db0-86c6-a6f7c3cdddd4","block_type":"box","text":"determined after the receipt of a redemption request in proper form, and the value of Fund Securities, less a redemption","page_number":74,"box":{"x":59,"y":514,"width":839,"height":12}},{"id":"919458db-c39d-45d6-b876-4e2bcd7133a1","block_type":"box","text":"transaction fee (as described below).","page_number":74,"box":{"x":59,"y":529,"width":257,"height":12}},{"id":"38cc935e-f994-46f7-9d84-d408d237e2b9","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":74,"box":{"x":59,"y":555,"width":873,"height":13}},{"id":"e4781cd2-ece3-4546-805e-00f38ed788cf","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":74,"box":{"x":60,"y":571,"width":825,"height":12}},{"id":"346e0def-0421-4d53-be70-e11242c95648","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":74,"box":{"x":59,"y":586,"width":822,"height":12}},{"id":"f1698c56-5c9e-4619-a5c9-06e073baaad8","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":74,"box":{"x":60,"y":601,"width":863,"height":12}},{"id":"6a6c26a6-746b-4513-91f9-fd7e181d910f","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":74,"box":{"x":59,"y":616,"width":880,"height":12}},{"id":"a6f28752-a955-4856-9235-c1df8f4524e0","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":74,"box":{"x":59,"y":631,"width":868,"height":12}},{"id":"a6d9ac33-258e-4f3a-846c-1594bd070731","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":74,"box":{"x":60,"y":646,"width":867,"height":12}},{"id":"a1855717-5d70-4f91-be5a-d29d676fee1b","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":74,"box":{"x":59,"y":661,"width":855,"height":13}},{"id":"5f07a2c1-5305-4579-91f9-965bcb75d7d0","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":74,"box":{"x":59,"y":676,"width":815,"height":13}},{"id":"a1ff4976-dd54-4e05-8f80-368b80874c56","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":74,"box":{"x":59,"y":691,"width":867,"height":13}},{"id":"a6555f55-ae34-4a77-90e6-39dc8215ae08","block_type":"box","text":"redeems Creation Units partially for cash. The Fund may, in its sole discretion, provide such redeeming Authorized Participant","page_number":74,"box":{"x":60,"y":707,"width":875,"height":12}},{"id":"5b782ee7-5699-4fe0-90b0-c5c5dc01fbb0","block_type":"box","text":"a portfolio of securities that differs from the exact composition of the Fund Securities, but does not differ in NAV. The","page_number":74,"box":{"x":59,"y":722,"width":818,"height":12}},{"id":"4bc52913-2a00-4948-aef8-0b187407c28e","block_type":"box","text":"Redemption Basket may also be modified to minimize the Cash Component by redistributing the cash to the Fund Securities","page_number":74,"box":{"x":60,"y":737,"width":868,"height":12}},{"id":"30b9d22f-84a4-439f-b3ba-38f524e34816","block_type":"box","text":"portion of the Redemption Basket through systematically rounding. The rounding methodology allows position sizes of","page_number":74,"box":{"x":59,"y":752,"width":835,"height":12}},{"id":"8d21f1f7-32d5-45e2-bee2-ec58d4d2dd60","block_type":"box","text":"securities in the Fund Securities to be “rounded up,” while limiting the maximum allowed percentage change in weight and","page_number":74,"box":{"x":59,"y":767,"width":863,"height":12}},{"id":"dcd7700f-7995-4eb8-a141-da569031e4e9","block_type":"box","text":"share quantity of any given security in the Redemption Basket.","page_number":74,"box":{"x":59,"y":782,"width":435,"height":13}},{"id":"3ebee7ac-0314-4ad5-be6c-a0429c40a2d2","block_type":"box","text":"Cash Redemption Method.","page_number":74,"box":{"x":59,"y":809,"width":191,"height":12}},{"id":"cf70585f-d872-4286-a4f8-0b553d7225e3","block_type":"box","text":"Although the Trust does not generally permit full cash redemptions of Creation Units of its","page_number":74,"box":{"x":259,"y":809,"width":633,"height":12}},{"id":"8259254b-326e-428f-b08b-3c534299c339","block_type":"box","text":"funds, when partial or full cash redemptions of Creation Units are available or specified (","page_number":74,"box":{"x":59,"y":824,"width":616,"height":12}},{"id":"c381df74-5631-4fa5-afbc-0be146b9c083","block_type":"box","text":"e.g","page_number":74,"box":{"x":677,"y":827,"width":20,"height":9}},{"id":"f6758b3a-1e3f-4826-919e-492701a1a1f7","block_type":"box","text":"., Creation Units of the Fund are","page_number":74,"box":{"x":698,"y":824,"width":221,"height":11}},{"id":"1edc1e6b-f967-44c7-9118-3d26bd4e7b4f","block_type":"box","text":"generally redeemed partially for cash), they will be effected in essentially the same manner as in-kind redemptions thereof. In","page_number":74,"box":{"x":59,"y":839,"width":874,"height":12}},{"id":"c15c5e56-5ff6-4150-b483-dcba5fc5526c","block_type":"box","text":"the case of partial or full cash redemption, the Authorized Participant receives the cash equivalent of the Fund Securities it","page_number":74,"box":{"x":59,"y":854,"width":854,"height":12}},{"id":"8c8e63db-ecb0-46fb-bf76-3681e81c8911","block_type":"box","text":"would otherwise receive through an in-kind redemption, plus the same Cash Amount to be paid to an in-kind redeemer.","page_number":74,"box":{"x":59,"y":869,"width":839,"height":12}},{"id":"db389fc5-9252-42fa-881d-f9696dba6fe0","block_type":"box","text":"62","page_number":74,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"baff9bf1-7541-4488-9f10-f3ab0f30f4f4","block_type":"box","text":"Costs Associated with Redemption Transactions.","page_number":75,"box":{"x":59,"y":67,"width":352,"height":12}},{"id":"2171364d-39c9-4df0-abac-ccb6a995e072","block_type":"box","text":"A standard redemption transaction fee is imposed to offset transfer and","page_number":75,"box":{"x":420,"y":67,"width":501,"height":12}},{"id":"9dbd2f2c-8786-4da0-aa1f-56e9b367a070","block_type":"box","text":"other transaction costs that may be incurred by the Fund. As described above, under an ETF Services Agreement, the Fund","page_number":75,"box":{"x":59,"y":82,"width":859,"height":12}},{"id":"0943dbd4-5d05-4870-bfd6-d93780252bd8","block_type":"box","text":"has retained BRIL, an affiliate of BFA, to perform certain ETF Services. BRIL will receive from an Authorized Participant a","page_number":75,"box":{"x":60,"y":97,"width":830,"height":12}},{"id":"d84c0490-24ee-410a-afc9-2e251f69a3f3","block_type":"box","text":"standard transaction fee on each redemption order, which consists of (1) the ETF Servicing Fee and (2) Custody Transaction","page_number":75,"box":{"x":59,"y":112,"width":868,"height":12}},{"id":"87ffa4ca-9c6a-413f-a0e1-7eb7e1cfee74","block_type":"box","text":"Costs. BRIL is entitled to retain the ETF Servicing Fee pursuant to the ETF Services Agreement, but BRIL will reimburse any","page_number":75,"box":{"x":59,"y":127,"width":852,"height":12}},{"id":"c2ca2345-522c-4ad4-915c-31a06015b46e","block_type":"box","text":"Custody Transaction Costs to the Fund custodian according to the amounts invoiced by such custodian.","page_number":75,"box":{"x":59,"y":142,"width":729,"height":13}},{"id":"14bfd1ec-c76b-4365-bfa6-36d394594d20","block_type":"box","text":"The ETF Servicing Fee is a flat fee per order regardless of the number of Creation Units being redeemed, which amount will","page_number":75,"box":{"x":59,"y":169,"width":858,"height":12}},{"id":"fe8b44b6-485e-4bd3-adfa-d422d5c27fff","block_type":"box","text":"vary among different Funds based on a number of factors, including the complexity of the order and the types of securities or","page_number":75,"box":{"x":59,"y":184,"width":879,"height":12}},{"id":"70b5afa5-088f-4e38-9302-8220992802f2","block_type":"box","text":"instruments included in the Fund’s Redemption Basket, among other variables. The ETF Servicing Fee may be equal to zero in","page_number":75,"box":{"x":60,"y":199,"width":874,"height":12}},{"id":"ff5a272f-7934-448c-878d-8c8a297ed5c2","block_type":"box","text":"certain instances, such as for redemption transactions that consist solely of cash. The actual Custody Transaction Costs vary","page_number":75,"box":{"x":59,"y":214,"width":873,"height":12}},{"id":"4c20e995-bc1e-4bce-9a14-b7167b1c61af","block_type":"box","text":"per order based on the number of trades, underlying markets, and settlement locations associated with the redemption of a","page_number":75,"box":{"x":59,"y":229,"width":866,"height":12}},{"id":"2723ceb9-6188-4c4d-bc6d-3a75a47574db","block_type":"box","text":"Creation Unit. The following table sets forth, for the Fund, either the actual standard redemption transaction fee that was","page_number":75,"box":{"x":59,"y":244,"width":846,"height":13}},{"id":"648a0c89-4e3a-4b72-ba9f-bc53f3c25895","block_type":"box","text":"charged on August 20, 2025 or an estimate of the standard redemption transaction fee that would have been charged if the","page_number":75,"box":{"x":59,"y":259,"width":866,"height":13}},{"id":"19456b93-7382-49cc-8f3d-8e1d38e9a503","block_type":"box","text":"Fund had redeemed a Creation Unit on that date. The actual fee that was or would have been charged to an Authorized","page_number":75,"box":{"x":60,"y":274,"width":834,"height":13}},{"id":"53ac0c9d-7046-49bd-97db-58d66043ec89","block_type":"box","text":"Participant in connection with a redemption order will vary over time depending on the factors discussed above, and may be","page_number":75,"box":{"x":60,"y":290,"width":870,"height":12}},{"id":"1c9908f0-3df2-4142-b515-bc3e006bdcac","block_type":"box","text":"higher than the fee set forth below.","page_number":75,"box":{"x":60,"y":305,"width":243,"height":12}},{"id":"c59ad3f7-3fe4-4c05-91d0-aa8c9c449d0c","block_type":"box","text":"In order to defray transaction expenses for the Fund and protect against possible shareholder dilution, if a redemption","page_number":75,"box":{"x":60,"y":331,"width":824,"height":13}},{"id":"88c79e2f-20cb-4353-88c1-c916598cdf26","block_type":"box","text":"transaction consists solely or partially of cash, the Authorized Participant may also be required to cover (up to the maximum","page_number":75,"box":{"x":59,"y":346,"width":869,"height":13}},{"id":"0cad877e-71f8-4b2b-b027-4fe2d1ae1269","block_type":"box","text":"amount shown below) certain brokerage, tax, foreign exchange, execution and other costs and expenses related to the","page_number":75,"box":{"x":59,"y":361,"width":832,"height":13}},{"id":"4c387fce-b705-4d6c-9261-bb5fa6457dc4","block_type":"box","text":"execution of trades resulting from such transaction (which may, in certain instances, be based on a good faith estimate of","page_number":75,"box":{"x":59,"y":377,"width":854,"height":12}},{"id":"5359c915-d72e-4ed8-ae4d-0d31f67d0373","block_type":"box","text":"transaction costs based on historical data or other inputs, at BlackRock’s discretion, and may include part or all of the spread","page_number":75,"box":{"x":59,"y":392,"width":873,"height":12}},{"id":"44d95ad0-5511-4876-9850-4ffd1643c73c","block_type":"box","text":"between the expected bid and offer side of the market and anticipated market impact). However, the Fund is not obligated to","page_number":75,"box":{"x":60,"y":407,"width":873,"height":12}},{"id":"da46ad66-eae7-42ed-8b36-f1bbd93d0fd9","block_type":"box","text":"trade identical securities to the securities identified by BlackRock in estimating these transaction and other costs and","page_number":75,"box":{"x":59,"y":422,"width":817,"height":12}},{"id":"12d7a83f-1a7f-4f22-8f5c-0a30b9cf7cc1","block_type":"box","text":"expenses. In certain cases, BlackRock or an affiliate may determine in its discretion to deviate from the regular charge,","page_number":75,"box":{"x":59,"y":437,"width":825,"height":12}},{"id":"2b5987c6-a1e5-46d9-a023-31040a76744e","block_type":"box","text":"subject to the maximum amounts shown below.","page_number":75,"box":{"x":59,"y":452,"width":338,"height":12}},{"id":"213b5a64-5004-4687-a98c-fa2ef0f32362","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":75,"box":{"x":59,"y":479,"width":850,"height":12}},{"id":"59e21d86-bd11-4090-b15b-dd100d225d73","block_type":"box","text":"order. Certain fees/costs associated with redemption transactions may be waived in certain circumstances. Investors who","page_number":75,"box":{"x":59,"y":494,"width":852,"height":12}},{"id":"bc8115ac-c932-4559-9fb2-246eff147dd9","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":75,"box":{"x":60,"y":509,"width":870,"height":12}},{"id":"4ba1e363-2b50-4916-b392-b56ab9bd58f9","block_type":"box","text":"The following table sets forth the Fund’s estimated redemption transaction fee as of August 20, 2025 and maximum","page_number":75,"box":{"x":59,"y":535,"width":814,"height":13}},{"id":"444f496c-8682-44d8-839e-6a7deeaa0553","block_type":"box","text":"additional charge (as described above):","page_number":75,"box":{"x":59,"y":550,"width":274,"height":13}},{"id":"92cd5bfc-ca44-4b64-8e96-c879c6f7df64","block_type":"box","text":"Standard Redemption","page_number":75,"box":{"x":342,"y":580,"width":125,"height":10}},{"id":"1ad5d902-f007-4679-8436-4c7dfe4e7bd0","block_type":"box","text":"Transaction Fee","page_number":75,"box":{"x":359,"y":591,"width":91,"height":7}},{"id":"5636bbe1-2b02-48ae-a178-013a6a6d5f88","block_type":"box","text":"Maximum Additional","page_number":75,"box":{"x":521,"y":580,"width":121,"height":8}},{"id":"97b40deb-913a-479b-b7cd-da5ea84b6605","block_type":"box","text":"Charge for Redemptions*","page_number":75,"box":{"x":508,"y":590,"width":147,"height":10}},{"id":"883ccd74-ae52-4106-8111-c6c350121bd5","block_type":"box","text":"$316.25** 2.0%","page_number":75,"box":{"x":378,"y":612,"width":228,"height":11}},{"id":"4a9b84ae-209e-49f6-b590-cff69f48acd1","block_type":"box","text":"* As a percentage of the net asset value per Creation Unit, inclusive of the standard redemption transaction fee.","page_number":75,"box":{"x":89,"y":652,"width":628,"height":10}},{"id":"29a92eba-f9ae-4d02-9c25-9be5aab63c55","block_type":"box","text":"** Estimated fee.","page_number":75,"box":{"x":89,"y":667,"width":92,"height":8}},{"id":"6363cfdf-7e13-4918-bcea-40dcdc1f3391","block_type":"box","text":"Placement of Redemption Orders.","page_number":75,"box":{"x":60,"y":690,"width":243,"height":13}},{"id":"ed42a314-3c02-4ac7-99f3-6d657e8dea23","block_type":"box","text":"Redemption requests for Creation Units of the Fund must be submitted to the Distributor","page_number":75,"box":{"x":312,"y":690,"width":624,"height":13}},{"id":"61f5c302-3678-4699-a7cf-916aa898fc48","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":75,"box":{"x":59,"y":705,"width":877,"height":13}},{"id":"6f684a88-95aa-479d-96a7-098cdff4fcb6","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":75,"box":{"x":59,"y":720,"width":863,"height":13}},{"id":"68db44e4-9806-4756-a11e-1231eab4ad13","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":75,"box":{"x":59,"y":736,"width":850,"height":12}},{"id":"8a5fc4ba-bf73-41e6-a111-221f32b2abbb","block_type":"box","text":"earlier that day. Investors, other than Authorized Participants, are responsible for making arrangements for a redemption","page_number":75,"box":{"x":59,"y":751,"width":842,"height":12}},{"id":"47c7956a-eb6f-4dc9-a733-791525eed916","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":75,"box":{"x":60,"y":766,"width":851,"height":12}},{"id":"2f67c70e-8a94-4aa7-8e6b-3342ef14da2c","block_type":"box","text":"Participants upon request.","page_number":75,"box":{"x":60,"y":782,"width":182,"height":11}},{"id":"18e9124f-8a2d-4ad0-b1a7-e683ec7bef6f","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":75,"box":{"x":59,"y":807,"width":879,"height":13}},{"id":"604929bd-00d3-4c16-86b7-03e2c3b0c6e4","block_type":"box","text":"agent in accordance with procedures set forth in the Authorized Participant Agreement. Investors should be aware that their","page_number":75,"box":{"x":59,"y":823,"width":870,"height":12}},{"id":"6b67b546-2ba7-4cd1-9bee-74dcf8535eec","block_type":"box","text":"particular broker may not have executed an Authorized Participant Agreement and that, therefore, requests to redeem","page_number":75,"box":{"x":59,"y":838,"width":825,"height":12}},{"id":"930c139e-9ae0-4791-973b-57294f00a460","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":75,"box":{"x":59,"y":853,"width":824,"height":12}},{"id":"d0669b66-b89e-4dd0-a9cd-b0b5e5d56106","block_type":"box","text":"Authorized Participant Agreement. At any time, only a limited number of broker-dealers will have an Authorized Participant","page_number":75,"box":{"x":59,"y":868,"width":861,"height":12}},{"id":"e06faa91-0d16-4b21-96c0-e7be7ac2be25","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":75,"box":{"x":59,"y":883,"width":876,"height":12}},{"id":"36cd63ea-e6c9-4043-9619-562a71ddcff8","block_type":"box","text":"63","page_number":75,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"435e77ff-fdf1-4d2f-9a4b-ad1cf4ee383c","block_type":"box","text":"by such Authorized Participant. Investors making a request to redeem Creation Units should allow sufficient time to permit","page_number":76,"box":{"x":60,"y":67,"width":856,"height":12}},{"id":"1213f6d7-cd79-4b4d-8644-f969496ba14c","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":76,"box":{"x":59,"y":82,"width":858,"height":12}},{"id":"378e3d03-2bf9-4dba-813d-610c04d29c7d","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":76,"box":{"x":60,"y":97,"width":842,"height":12}},{"id":"b6fe30b1-f2a6-4fc3-b113-b25c4c5f9c7a","block_type":"box","text":"other financial intermediaries if such intermediaries are not Authorized Participants.","page_number":76,"box":{"x":59,"y":112,"width":585,"height":12}},{"id":"8ac12671-d924-4da5-b7fa-653d7ac8f3c7","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":76,"box":{"x":59,"y":138,"width":850,"height":13}},{"id":"79079a6e-860a-42c9-9835-fe0f16a924a0","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":76,"box":{"x":59,"y":154,"width":829,"height":12}},{"id":"7949e72e-b23d-4fc7-9685-b00b92deea39","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":76,"box":{"x":59,"y":169,"width":834,"height":12}},{"id":"929b299d-3597-4c11-a65d-9c784ca36391","block_type":"box","text":"request in form satisfactory to a Fund is received by the Distributor or its agent from the Authorized Participant on behalf of","page_number":76,"box":{"x":60,"y":184,"width":865,"height":12}},{"id":"f2298d24-2375-4984-b5ea-008876617d58","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":76,"box":{"x":60,"y":199,"width":841,"height":12}},{"id":"80a8c5f9-e7e9-4d08-93d8-dde482ca5ec3","block_type":"box","text":"Authorized Participant Agreement are properly followed.","page_number":76,"box":{"x":59,"y":214,"width":394,"height":12}},{"id":"d10fae03-4af5-470d-b571-b9a7ad74a141","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":76,"box":{"x":60,"y":240,"width":867,"height":13}},{"id":"344ae622-8786-4617-b414-20176d5a91ba","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":76,"box":{"x":60,"y":256,"width":839,"height":12}},{"id":"d76cbd82-2db0-456e-bd22-57cdd82bdb94","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":76,"box":{"x":60,"y":271,"width":873,"height":12}},{"id":"d8fbfe51-3845-411f-b919-4b9077a01c75","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":76,"box":{"x":59,"y":286,"width":862,"height":12}},{"id":"da531af5-11c9-408f-88b3-d28059310c4a","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":76,"box":{"x":59,"y":301,"width":832,"height":12}},{"id":"05240543-0050-4c55-8e18-db5fdf02a6b0","block_type":"box","text":"submitting the redemption request.","page_number":76,"box":{"x":59,"y":316,"width":248,"height":12}},{"id":"4ea77e96-fbe4-43be-b3f5-22c7c8028e2b","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":76,"box":{"x":59,"y":343,"width":854,"height":12}},{"id":"48d36d72-2516-4465-ac30-f5031a743543","block_type":"box","text":"appropriate security arrangements with a qualified broker-dealer, bank or other custody providers in each jurisdiction in","page_number":76,"box":{"x":59,"y":358,"width":837,"height":12}},{"id":"d5a3fe5d-d95c-4ef7-b284-3bf5402d53ad","block_type":"box","text":"which any of the portfolio securities are customarily traded, to which account such portfolio securities will be delivered.","page_number":76,"box":{"x":59,"y":373,"width":836,"height":12}},{"id":"fef405ee-4515-406c-beb9-52c9846173b8","block_type":"box","text":"Deliveries of redemption proceeds are generally made within one Business Day (i.e., “T+1”). However, the Fund reserves the","page_number":76,"box":{"x":60,"y":399,"width":862,"height":13}},{"id":"c4f4d88a-7077-4c75-b849-37c287f18fa0","block_type":"box","text":"right to settle deliveries of redemption proceeds on a different basis, if necessary or appropriate under the circumstances and","page_number":76,"box":{"x":60,"y":414,"width":874,"height":13}},{"id":"eab97197-b939-4da3-a868-553b19671077","block_type":"box","text":"compliant with applicable law. These circumstances may include, among others, accommodating non-U.S. market holiday","page_number":76,"box":{"x":59,"y":429,"width":858,"height":13}},{"id":"a01b16ee-0713-4b9f-8108-b3300cb0d77d","block_type":"box","text":"schedules and accounting for different treatment among non-U.S. and U.S. markets of dividend record dates and dividend","page_number":76,"box":{"x":59,"y":445,"width":854,"height":12}},{"id":"811def07-f1da-4fb0-83ed-917599acc4d2","block_type":"box","text":"ex-dates","page_number":76,"box":{"x":59,"y":460,"width":60,"height":9}},{"id":"93e27cbd-7041-49fa-81d4-cf2c54312441","block_type":"box","text":"(i.e","page_number":76,"box":{"x":124,"y":460,"width":20,"height":12}},{"id":"39b3b7b4-afbf-4487-838f-0abb0fae4dc9","block_type":"box","text":"., the last date the holder of a security can sell the security and still receive dividends payable on the security).","page_number":76,"box":{"x":146,"y":460,"width":764,"height":12}},{"id":"0e2673ab-907b-42f1-8787-8b209aada2a4","block_type":"box","text":"If the Fund includes a foreign investment in its basket, and if a local market holiday, or series of consecutive holidays, or the","page_number":76,"box":{"x":60,"y":486,"width":860,"height":12}},{"id":"aeab7f7a-c98d-4638-827c-88be39f2a5d5","block_type":"box","text":"extended delivery cycles for transferring foreign investments to redeeming Authorized Participants prevents timely delivery of","page_number":76,"box":{"x":59,"y":501,"width":878,"height":13}},{"id":"dca1258c-a069-4c76-b13a-5b3914eb0878","block_type":"box","text":"the foreign investment in response to a redemption request, the Fund may delay delivery of the foreign investment more than","page_number":76,"box":{"x":59,"y":516,"width":877,"height":13}},{"id":"9c885068-4fab-4dbb-8adf-3c4dd3d97cf5","block_type":"box","text":"seven days if the Fund delivers the foreign investment as soon as practicable, but in no event later than 15 days. If neither the","page_number":76,"box":{"x":59,"y":531,"width":875,"height":13}},{"id":"98f02a7e-6baa-49a6-85b2-4e58dc54a755","block_type":"box","text":"Authorized Participant nor the Beneficial Owner on whose behalf the Authorized Participant is acting has appropriate","page_number":76,"box":{"x":59,"y":547,"width":819,"height":12}},{"id":"dd16fa3a-d7bb-4c5d-b846-7037d70ff99f","block_type":"box","text":"arrangements to take delivery of Fund Securities in the applicable non-U.S. jurisdiction and it is not possible to make other","page_number":76,"box":{"x":59,"y":562,"width":856,"height":12}},{"id":"6fd52e80-881a-41a6-b88b-b3e80af71405","block_type":"box","text":"such arrangements, or if it is not possible to effect deliveries of Fund Securities in such jurisdiction, the Fund may in its","page_number":76,"box":{"x":59,"y":577,"width":828,"height":12}},{"id":"2dfdcd37-71ca-4967-9e3c-a318eacb1dd9","block_type":"box","text":"discretion exercise its option to redeem such shares in cash, and the Beneficial Owner will be required to receive its","page_number":76,"box":{"x":59,"y":592,"width":804,"height":12}},{"id":"12c5bc6c-c828-4c74-abef-e9b520080c06","block_type":"box","text":"redemption proceeds in cash. In such case, the investor will receive a cash payment equal to the net asset value of its shares","page_number":76,"box":{"x":60,"y":607,"width":867,"height":12}},{"id":"f1b64c5a-5c6a-4b30-a050-31b498144162","block_type":"box","text":"based on the NAV of the Fund next determined after the redemption request is received in proper form (minus a redemption","page_number":76,"box":{"x":60,"y":622,"width":869,"height":13}},{"id":"f1b69041-f69f-46bc-8de9-6da32378c243","block_type":"box","text":"transaction fee and additional charges specified above to offset the Fund’s brokerage and other transaction costs associated","page_number":76,"box":{"x":59,"y":637,"width":870,"height":13}},{"id":"4eeea925-8058-4dca-bd41-0cd2a69d2fe2","block_type":"box","text":"with the disposition of Fund Securities). Redemptions of shares for Fund Securities will be subject to compliance with","page_number":76,"box":{"x":59,"y":652,"width":821,"height":13}},{"id":"740229c6-7dae-4407-b579-3371a839b002","block_type":"box","text":"applicable U.S. federal and state securities laws and the Fund (whether or not it otherwise permits cash redemptions)","page_number":76,"box":{"x":59,"y":668,"width":821,"height":12}},{"id":"c57ef8fc-df8c-471b-b05b-b45c71c4c486","block_type":"box","text":"reserves the right to redeem Creation Units for cash to the extent that the Fund cannot lawfully deliver specific Fund","page_number":76,"box":{"x":60,"y":683,"width":811,"height":12}},{"id":"6b79a3a4-1f95-4bc0-bb58-658a6c71525e","block_type":"box","text":"Securities upon redemptions or cannot do so without first registering the Fund Securities under such laws.","page_number":76,"box":{"x":59,"y":698,"width":746,"height":12}},{"id":"bf644b7b-6e22-477b-b54c-122d0e10cf52","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":76,"box":{"x":59,"y":724,"width":824,"height":13}},{"id":"b0fedf9f-e906-458e-9913-9a9cb9b324bc","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":76,"box":{"x":59,"y":739,"width":871,"height":13}},{"id":"aa7bb58b-bb14-45d3-bf2b-4bbe48a84c81","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":76,"box":{"x":60,"y":754,"width":861,"height":13}},{"id":"4c76c6bb-9fe4-4b3a-ab9b-dcb012691c82","block_type":"box","text":"date of submission of redemption request, the Distributor or its agent will accept the redemption request in reliance on the","page_number":76,"box":{"x":59,"y":770,"width":860,"height":12}},{"id":"ba4d6005-7f09-4509-8209-d9cbf576190e","block_type":"box","text":"undertaking by the Authorized Participant to deliver the missing shares as soon as possible. Such undertaking shall be","page_number":76,"box":{"x":60,"y":785,"width":825,"height":12}},{"id":"9b2e44cb-9021-4a7b-b91c-05441cc210f0","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":76,"box":{"x":59,"y":800,"width":851,"height":12}},{"id":"430ce410-a34c-4a3c-9180-4500aee0f7fd","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":76,"box":{"x":60,"y":815,"width":857,"height":12}},{"id":"6646c25d-db0b-455f-96d0-0bf2d0ee8840","block_type":"box","text":"Day after the date of submission of such redemption request and shall be held by BNY Mellon and marked-to-market daily.","page_number":76,"box":{"x":60,"y":830,"width":858,"height":12}},{"id":"6019f7cc-e82b-4a8e-9f19-3654e4e2f0e8","block_type":"box","text":"The fees of BNY Mellon and any sub-custodians in respect of the delivery, maintenance and redelivery of the collateral shall","page_number":76,"box":{"x":59,"y":845,"width":860,"height":13}},{"id":"0a5764fe-1e01-43f3-9b0f-64863a3dd7ef","block_type":"box","text":"be payable by the Authorized Participant. The Authorized Participant Agreement permits the Fund to acquire shares of the","page_number":76,"box":{"x":60,"y":860,"width":853,"height":13}},{"id":"11399388-4abc-4f5f-81d1-d4468f261f91","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":76,"box":{"x":60,"y":875,"width":874,"height":13}},{"id":"42b129c4-145b-47ac-b742-a2ae2ca56649","block_type":"box","text":"64","page_number":76,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"d2e2acbf-d362-428d-98df-4dffb0f8626a","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":77,"box":{"x":60,"y":67,"width":866,"height":12}},{"id":"57cb2ba2-3399-43b2-8e40-3a0b0a40e732","block_type":"box","text":"related brokerage and other charges.","page_number":77,"box":{"x":60,"y":82,"width":256,"height":12}},{"id":"91dcc952-5344-49de-b5fd-f4d5ab9ae710","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":77,"box":{"x":59,"y":108,"width":849,"height":13}},{"id":"f2380d0a-9f29-48c2-aaa2-444596a89d7e","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":77,"box":{"x":59,"y":123,"width":868,"height":13}},{"id":"7bb3d921-7e96-4a40-a61a-37acd43626dc","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":77,"box":{"x":59,"y":138,"width":862,"height":13}},{"id":"84af846d-72d2-4e74-bc51-0f41e6e0bf9f","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":77,"box":{"x":60,"y":154,"width":809,"height":12}},{"id":"6c09b1ed-5186-41a8-b8b3-991d9a04112d","block_type":"box","text":"practicable; or (iv) in such other circumstance as is permitted by the SEC.","page_number":77,"box":{"x":59,"y":169,"width":511,"height":12}},{"id":"e619ea6d-a95f-4267-ba00-df26e862dde2","block_type":"box","text":"Custom Baskets.","page_number":77,"box":{"x":59,"y":195,"width":118,"height":10}},{"id":"ed761163-29d5-4aa4-8b52-cca437712165","block_type":"box","text":"Creation and Redemption baskets may differ and the Fund will accept “custom baskets.” A custom basket","page_number":77,"box":{"x":187,"y":195,"width":739,"height":12}},{"id":"7be14e65-de24-4d3e-b2c2-0bd83fdad8d4","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":77,"box":{"x":60,"y":210,"width":832,"height":13}},{"id":"623861b5-36cf-4ebb-a0a0-45b17f3e5aad","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":77,"box":{"x":60,"y":225,"width":872,"height":13}},{"id":"408abb91-8103-4beb-9f54-a529510ae9f3","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":77,"box":{"x":60,"y":240,"width":870,"height":13}},{"id":"11852437-50d7-4490-ade8-b78cdc836895","block_type":"box","text":"procedures that govern the construction and acceptance of baskets, including heightened requirements for certain types of","page_number":77,"box":{"x":59,"y":256,"width":866,"height":12}},{"id":"07046933-54e5-4aa0-82bf-e157cbea238b","block_type":"box","text":"custom baskets. Such policies and procedures provide the parameters for the construction and acceptance of custom","page_number":77,"box":{"x":59,"y":271,"width":824,"height":12}},{"id":"bb3f009e-a214-49c2-922d-631298af76a1","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":77,"box":{"x":60,"y":286,"width":873,"height":12}},{"id":"3a2218fa-7d36-403c-a610-b21a65bc2e27","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":77,"box":{"x":59,"y":301,"width":872,"height":12}},{"id":"cb7b7bcc-d083-4872-893f-945ab0c667d3","block_type":"box","text":"compliance with those parameters. In addition, when constructing custom baskets for redemptions, the tax efficiency of the","page_number":77,"box":{"x":59,"y":316,"width":870,"height":12}},{"id":"f2a4773a-f298-4ea0-9922-6429934451df","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":77,"box":{"x":60,"y":331,"width":870,"height":13}},{"id":"f7cee335-a63f-40df-87e3-81408582cd08","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":77,"box":{"x":60,"y":346,"width":845,"height":13}},{"id":"61f34a2d-b2c7-4d60-a0cb-fe834d9e4e00","block_type":"box","text":"against potential risks of conflicts and/or overreaching by an Authorized Participant. BlackRock has established a governance","page_number":77,"box":{"x":59,"y":361,"width":877,"height":13}},{"id":"b8e64d6c-4593-47d7-a10f-1d42b5eb7e4e","block_type":"box","text":"process to oversee basket compliance for a Fund, as set forth in the Fund’s policies and procedures.","page_number":77,"box":{"x":59,"y":377,"width":696,"height":12}},{"id":"5e810d23-d5ed-4b44-ace8-82e953ed4328","block_type":"box","text":"Taxation on Creations and Redemptions of Creation Units.","page_number":77,"box":{"x":58,"y":403,"width":419,"height":12}},{"id":"38597a2b-080b-4e30-be02-12d0afc79b08","block_type":"box","text":"An Authorized Participant generally will recognize either gain or","page_number":77,"box":{"x":486,"y":403,"width":445,"height":12}},{"id":"67539418-1944-46e9-a743-2058800307fa","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":77,"box":{"x":60,"y":418,"width":864,"height":12}},{"id":"ac3348bb-ca93-4663-8bcc-85ebe5299c76","block_type":"box","text":"the Creation Units purchased over the Authorized Participant’s aggregate basis in the Deposit Securities exchanged therefor.","page_number":77,"box":{"x":59,"y":433,"width":868,"height":13}},{"id":"5b1f02c3-8379-4d02-b7ad-b7194ea8c08d","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":77,"box":{"x":60,"y":448,"width":870,"height":13}},{"id":"f003a5e9-6cd5-4063-b1ca-cd05fe9795ee","block_type":"box","text":"for Creation Units is not currently deductible. Authorized Participants should consult their own tax advisors.","page_number":77,"box":{"x":59,"y":463,"width":752,"height":13}},{"id":"2179b563-8fef-44e0-a295-4f9e3f7f188b","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":77,"box":{"x":59,"y":490,"width":830,"height":12}},{"id":"d275ffe6-bf86-457e-a33b-92fde53d0776","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":77,"box":{"x":59,"y":505,"width":862,"height":12}},{"id":"9e4a527e-aa3c-4d54-8f58-61b7b2d0dbf7","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":77,"box":{"x":59,"y":520,"width":860,"height":12}},{"id":"9e4c4553-eb89-49eb-bc40-b1747b6ac11a","block_type":"box","text":"assets.","page_number":77,"box":{"x":59,"y":537,"width":46,"height":8}},{"id":"5313ef0e-473c-407d-b0d9-7f237c12f401","block_type":"box","text":"Taxes","page_number":77,"box":{"x":59,"y":561,"width":93,"height":22}},{"id":"4a8545ea-8dad-439a-af84-ed93c3a5b8f6","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":77,"box":{"x":59,"y":601,"width":877,"height":12}},{"id":"795ea96c-fb5b-4689-acf0-23a86db3c492","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":77,"box":{"x":59,"y":616,"width":862,"height":12}},{"id":"a1d24468-a9de-4e40-9ded-afcdada666db","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":77,"box":{"x":59,"y":631,"width":823,"height":12}},{"id":"6a254b45-c041-453b-b730-fb90ee618c9d","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":77,"box":{"x":59,"y":646,"width":847,"height":12}},{"id":"7ab7a24e-702a-4e35-8314-bf26d7bbe709","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":77,"box":{"x":59,"y":661,"width":835,"height":13}},{"id":"7db391c8-c27f-4403-9079-c6259f6c3703","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":77,"box":{"x":59,"y":676,"width":825,"height":13}},{"id":"807bb006-1af7-431e-8f4e-382ef9ec8e24","block_type":"box","text":"retroactive effect. References to the Fund will also generally apply to the Underlying Fund as well.","page_number":77,"box":{"x":60,"y":691,"width":677,"height":13}},{"id":"c844ca06-2410-4524-b226-c0ddb02c5919","block_type":"box","text":"Regulated Investment Company Qualifications.","page_number":77,"box":{"x":60,"y":718,"width":338,"height":12}},{"id":"af604ff2-37de-43be-bcd9-11f6572e42ac","block_type":"box","text":"The Fund intends to qualify for treatment as a separate RIC under","page_number":77,"box":{"x":406,"y":718,"width":460,"height":12}},{"id":"ac16b7a4-4b67-43fa-9ff3-52ed7b36103e","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":77,"box":{"x":59,"y":733,"width":877,"height":12}},{"id":"719bae0e-0b95-4e09-aa89-b2fbc614e9f0","block_type":"box","text":"of its investment company taxable income (which includes dividends, interest and net short-term capital gains) and meet","page_number":77,"box":{"x":59,"y":748,"width":851,"height":13}},{"id":"a1982719-3314-40b1-a506-d88ae9f0c108","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":77,"box":{"x":59,"y":763,"width":851,"height":13}},{"id":"bf960b8f-d25d-43db-8106-27fe657d88f1","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":77,"box":{"x":60,"y":778,"width":838,"height":13}},{"id":"3d4ea91e-7cc3-4a61-aee2-4ebc56eec781","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":77,"box":{"x":59,"y":794,"width":837,"height":12}},{"id":"d744ca88-413b-4c6b-bce0-31020a5d0f5c","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":77,"box":{"x":59,"y":809,"width":867,"height":12}},{"id":"bea044ad-00d6-4725-9753-7065b0d33962","block_type":"box","text":"income derived from interests in qualified publicly-traded partnerships (","page_number":77,"box":{"x":60,"y":824,"width":502,"height":12}},{"id":"3dba090f-cfb5-4462-ab39-7f7c9e7e3791","block_type":"box","text":"i.e.,","page_number":77,"box":{"x":563,"y":825,"width":21,"height":10}},{"id":"beccc9cc-3e05-4ae8-a216-2fde4f8341bb","block_type":"box","text":"partnerships that are traded on an established","page_number":77,"box":{"x":591,"y":824,"width":321,"height":12}},{"id":"f0532ff2-c1a6-4219-9e1d-abcee69dc628","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":77,"box":{"x":59,"y":839,"width":858,"height":12}},{"id":"0542777c-e1fd-4f41-ab55-543b44b6f77d","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":77,"box":{"x":60,"y":854,"width":845,"height":12}},{"id":"00506702-781b-45b0-a139-eabab6ba5164","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":77,"box":{"x":60,"y":869,"width":845,"height":12}},{"id":"de9b4263-643c-4cb9-8dbd-d5bf8d2f4f79","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":77,"box":{"x":60,"y":884,"width":878,"height":13}},{"id":"be64143b-940d-4574-9f0d-5862ebeb6268","block_type":"box","text":"65","page_number":77,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"f1ac4292-9dfa-4f5a-898e-810883caa246","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":78,"box":{"x":59,"y":67,"width":854,"height":12}},{"id":"8227d891-fc89-4347-9053-9461c2e42002","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":78,"box":{"x":59,"y":82,"width":858,"height":12}},{"id":"d9e84098-01bd-4f30-9283-63e2d43388b8","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":78,"box":{"x":59,"y":97,"width":851,"height":12}},{"id":"da39030f-c754-4553-ab29-340f3835c049","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":78,"box":{"x":59,"y":112,"width":866,"height":12}},{"id":"d750637a-b943-42a7-868a-49d57ab6ebd3","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":78,"box":{"x":59,"y":127,"width":875,"height":12}},{"id":"40a9fa08-8bb5-4653-bff3-fd92be6618d5","block_type":"box","text":"partnerships.","page_number":78,"box":{"x":59,"y":142,"width":91,"height":13}},{"id":"602ad286-61b4-4d7c-b6b4-a1f1345a07a8","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":78,"box":{"x":59,"y":169,"width":852,"height":12}},{"id":"7e64b475-b7d6-466d-ba1e-011089f7dda8","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":78,"box":{"x":59,"y":184,"width":858,"height":12}},{"id":"6dcf6bb6-95ee-47ee-8454-8ebab3932ef7","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":78,"box":{"x":59,"y":199,"width":859,"height":12}},{"id":"f023b5a1-4294-4307-aff8-3b489efa128b","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":78,"box":{"x":59,"y":214,"width":876,"height":12}},{"id":"9026e063-fdcd-4106-84a8-6fcd6ecfd83c","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":78,"box":{"x":59,"y":240,"width":854,"height":13}},{"id":"6da9382e-1fc4-4a1e-93de-28d1d3055aa5","block_type":"box","text":"with respect to items attributable to interests in qualified publicly-traded partnerships. The Fund’s investments in","page_number":78,"box":{"x":59,"y":256,"width":791,"height":12}},{"id":"e2ede010-23ec-4ebb-828c-89ec53628fdc","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":78,"box":{"x":59,"y":271,"width":865,"height":12}},{"id":"3cb73bc6-843d-4472-abd7-53479d2133ec","block_type":"box","text":"U.S. income, franchise or withholding tax liabilities.","page_number":78,"box":{"x":60,"y":286,"width":355,"height":12}},{"id":"494f3ea2-52e6-401e-b008-ed6e38501003","block_type":"box","text":"Taxation of RICs.","page_number":78,"box":{"x":58,"y":312,"width":121,"height":10}},{"id":"10683284-65a7-410b-b404-27e4ff17fb70","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":78,"box":{"x":188,"y":312,"width":725,"height":13}},{"id":"796a944a-38d2-4475-b381-b805866fa948","block_type":"box","text":"income and capital gains that it distributes to its shareholders, provided that it satisfies a minimum distribution requirement.","page_number":78,"box":{"x":60,"y":327,"width":870,"height":13}},{"id":"98d0c338-2418-462c-bde1-54aea74fc600","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":78,"box":{"x":59,"y":343,"width":867,"height":12}},{"id":"6fe1a734-83b0-4b3d-aded-9f84aae2e5dc","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":78,"box":{"x":60,"y":358,"width":873,"height":12}},{"id":"c7be85cc-1574-4448-97a5-d9c6fd00d60c","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":78,"box":{"x":60,"y":373,"width":847,"height":12}},{"id":"eec377d5-1727-4e7e-822c-cf7710b03d4d","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":78,"box":{"x":59,"y":388,"width":879,"height":12}},{"id":"23dc2b5c-8a65-42d8-a2d0-41a838313679","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":78,"box":{"x":59,"y":403,"width":807,"height":12}},{"id":"e7a08bf8-0e08-4789-a6ba-b6a0510f4a65","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":78,"box":{"x":60,"y":418,"width":858,"height":12}},{"id":"5684e445-0a54-4756-a178-c47e0ce0ab97","block_type":"box","text":"distributions to shareholders, and such distributions generally will be taxable to shareholders as ordinary dividends to the","page_number":78,"box":{"x":59,"y":433,"width":849,"height":13}},{"id":"b742fff7-a12b-45d9-b4a5-c299708aecbb","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":78,"box":{"x":59,"y":448,"width":834,"height":13}},{"id":"1a975539-5300-4d30-9b85-56b726d33b3c","block_type":"box","text":"eligible to be treated as qualified dividend income and distributions to corporate shareholders generally should be eligible for","page_number":78,"box":{"x":59,"y":463,"width":874,"height":13}},{"id":"14358b45-e184-410d-a719-b58ecc40b3f6","block_type":"box","text":"the dividends received deduction. Although the Fund intends to distribute substantially all of its net investment income and","page_number":78,"box":{"x":59,"y":479,"width":864,"height":12}},{"id":"bf35357b-ab3b-49dc-836e-fcef862b830b","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":78,"box":{"x":60,"y":494,"width":876,"height":12}},{"id":"f0a8b755-4242-448d-bd4b-4ce6d6c1b878","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":78,"box":{"x":59,"y":509,"width":874,"height":12}},{"id":"bb75319f-4956-4ee0-8902-6de75a81c927","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":78,"box":{"x":59,"y":524,"width":823,"height":12}},{"id":"cc748000-1e94-4650-a233-3c15cbe48f11","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":78,"box":{"x":59,"y":539,"width":866,"height":12}},{"id":"a9ace150-c5cd-498e-9323-0799b7161696","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":78,"box":{"x":59,"y":554,"width":879,"height":13}},{"id":"b15a42f8-b83b-466f-ad9e-b1cb8dd14775","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":78,"box":{"x":59,"y":569,"width":879,"height":13}},{"id":"80531eb8-98c4-4f4f-a5db-33e17ad0d8fe","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":78,"box":{"x":59,"y":584,"width":873,"height":13}},{"id":"f77e2987-632c-4305-b836-524f84c14aab","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":78,"box":{"x":60,"y":600,"width":839,"height":12}},{"id":"45a11370-ce12-4a3b-8ffc-3c7540f48423","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":78,"box":{"x":60,"y":615,"width":774,"height":12}},{"id":"d31a1bfe-91d1-4f09-aed2-d926a9498b33","block_type":"box","text":"Excise Tax.","page_number":78,"box":{"x":60,"y":642,"width":76,"height":9}},{"id":"cf87b014-c899-4d68-9f30-5518b54c7f66","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":78,"box":{"x":145,"y":641,"width":733,"height":12}},{"id":"14cfa943-bc19-450c-a871-38bd666fd530","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":78,"box":{"x":59,"y":656,"width":867,"height":13}},{"id":"69348aca-bef2-4424-845c-68453fd5b2f1","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":78,"box":{"x":59,"y":671,"width":871,"height":13}},{"id":"d270f795-e032-4de5-896f-5499307560bf","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":78,"box":{"x":59,"y":686,"width":862,"height":13}},{"id":"982a3d27-34b1-4d36-ac59-989a926dcbc9","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":78,"box":{"x":59,"y":702,"width":868,"height":12}},{"id":"d2b5fa59-dfb0-416c-bc2d-bcb5c5ae05a4","block_type":"box","text":"decreased to reflect any underdistribution or overdistribution, as the case may be, from the previous year. Long-term capital","page_number":78,"box":{"x":59,"y":717,"width":866,"height":12}},{"id":"497d0fd5-3e3f-4b36-b53a-8782f5632e7f","block_type":"box","text":"distributions from the Underlying Fund paid in December or, in certain cases, January in satisfaction of this rule will be subject","page_number":78,"box":{"x":59,"y":732,"width":880,"height":12}},{"id":"659c9b74-e646-4158-8cda-209191d87fd9","block_type":"box","text":"to potential distribution by the Fund in the following calendar year.","page_number":78,"box":{"x":59,"y":747,"width":465,"height":12}},{"id":"06d44c4d-ca87-4ea4-a604-c317ba8f1680","block_type":"box","text":"Net Capital Loss Carryforwards.","page_number":78,"box":{"x":60,"y":773,"width":226,"height":13}},{"id":"1302041a-fcdd-4c1c-b278-da77b7f40a31","block_type":"box","text":"Net capital loss carryforwards may be applied against any net realized capital gains in each","page_number":78,"box":{"x":296,"y":773,"width":633,"height":13}},{"id":"1b20c1d0-497e-4e41-b073-a037ee884bde","block_type":"box","text":"succeeding year, until they have been reduced to zero.","page_number":78,"box":{"x":59,"y":788,"width":377,"height":13}},{"id":"340917d1-4c2f-4af2-b45a-214f2fa1c156","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":78,"box":{"x":60,"y":815,"width":845,"height":12}},{"id":"ed0c78a0-c4ee-43f7-8a5b-f3761983601b","block_type":"box","text":"carryforwards and other favorable tax attributes of the Fund, if any, may be subject to limitation.","page_number":78,"box":{"x":59,"y":830,"width":671,"height":12}},{"id":"ad46d701-7ceb-455f-9097-cbecf75e8750","block_type":"box","text":"Taxation of U.S. Shareholders.","page_number":78,"box":{"x":58,"y":857,"width":216,"height":9}},{"id":"933fb500-3741-4623-ae0b-a51b109bd30e","block_type":"box","text":"Dividends and other distributions by the Fund are generally treated under the Internal","page_number":78,"box":{"x":288,"y":857,"width":597,"height":12}},{"id":"81e2592e-77f6-4c33-8ba6-9f7f11d9357d","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":78,"box":{"x":60,"y":872,"width":841,"height":12}},{"id":"33e906d6-0d0b-4f98-a3d6-6f43b0433717","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":78,"box":{"x":59,"y":887,"width":852,"height":12}},{"id":"1878acf4-813d-442f-ad1d-c535402c3f4b","block_type":"box","text":"66","page_number":78,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"87f32e74-e28b-44e1-87db-c9e862ea94f0","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":79,"box":{"x":60,"y":67,"width":858,"height":12}},{"id":"3cd76daa-d273-4c1a-bf75-4db097098c64","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":79,"box":{"x":59,"y":82,"width":857,"height":12}},{"id":"77b3d4be-e163-4796-a40c-36d499c3afbc","block_type":"box","text":"paid by the Fund during January of the following calendar year.","page_number":79,"box":{"x":59,"y":97,"width":438,"height":12}},{"id":"670e8f58-544b-4497-b1ff-128c18f44b47","block_type":"box","text":"The Fund intends to distribute annually to its shareholders substantially all of its investment company taxable income and","page_number":79,"box":{"x":59,"y":123,"width":854,"height":13}},{"id":"43cfe1cf-c7af-45b3-9071-adffb03e458b","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":79,"box":{"x":59,"y":138,"width":809,"height":13}},{"id":"1e67c3cd-6a5d-411c-906e-950d28948a6f","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":79,"box":{"x":59,"y":154,"width":869,"height":12}},{"id":"09ec843c-0509-4c79-b649-64a743cb4763","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":79,"box":{"x":60,"y":169,"width":860,"height":12}},{"id":"657b26b6-f5e7-4634-9ed1-10fd570555de","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":79,"box":{"x":59,"y":184,"width":824,"height":12}},{"id":"1a5d0701-100d-4bf9-9940-8721cd9dc650","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":79,"box":{"x":59,"y":199,"width":840,"height":12}},{"id":"86161c8c-a8ae-42ed-bf3b-44c7fd569db0","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":79,"box":{"x":60,"y":214,"width":877,"height":12}},{"id":"28d4c3a5-90af-47fc-8162-36bb114becb4","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":79,"box":{"x":59,"y":229,"width":873,"height":12}},{"id":"83e09a89-788f-4885-997f-f73d749ef57c","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":79,"box":{"x":59,"y":244,"width":839,"height":13}},{"id":"29b25292-ac6a-421e-bfec-d37bbe912f51","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":79,"box":{"x":60,"y":259,"width":819,"height":13}},{"id":"bcd97f58-f262-44c2-8f97-cc361fb8551f","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":79,"box":{"x":60,"y":274,"width":871,"height":13}},{"id":"0c5819ea-7873-4266-b947-e1d203f19c5d","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":79,"box":{"x":60,"y":290,"width":856,"height":12}},{"id":"98cb47dd-a549-4c0e-a403-b19c9c4f6b66","block_type":"box","text":"gains will be entitled to a refund of their","page_number":79,"box":{"x":59,"y":305,"width":279,"height":12}},{"id":"e8ed7450-ccc7-4298-a533-01501e6c6205","block_type":"box","text":"pro rata","page_number":79,"box":{"x":342,"y":306,"width":55,"height":11}},{"id":"ce19f5e7-1987-4e11-af32-fd41b2ee0be4","block_type":"box","text":"share of such taxes paid by the Fund upon filing appropriate returns or","page_number":79,"box":{"x":402,"y":305,"width":495,"height":12}},{"id":"b463dd01-67c3-4c6f-89dd-e933b10fa2c8","block_type":"box","text":"claims for refund with the IRS.","page_number":79,"box":{"x":59,"y":320,"width":210,"height":10}},{"id":"9115523d-9423-4e7b-aa8c-a5163961d388","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":79,"box":{"x":60,"y":346,"width":843,"height":13}},{"id":"887660c3-edc8-4b57-9250-dd5c29a3ee68","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":79,"box":{"x":60,"y":361,"width":853,"height":13}},{"id":"0090f5c0-32b2-4f40-a7ee-ddd1e7f221d4","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":79,"box":{"x":60,"y":377,"width":862,"height":12}},{"id":"c812824d-8432-4076-9499-1b915ef90021","block_type":"box","text":"earnings and profits (“regular dividends”) are generally subject to tax as ordinary income, subject to the discussion of","page_number":79,"box":{"x":59,"y":392,"width":824,"height":12}},{"id":"f8aecac9-6d76-4944-8b22-585d0dce93d6","block_type":"box","text":"qualified dividend income below. Because the Fund is expected to invest in an Underlying Fund, the Fund’s realized losses on","page_number":79,"box":{"x":59,"y":407,"width":871,"height":12}},{"id":"dde9d521-7a35-4819-8c75-753a7577976b","block_type":"box","text":"sales of shares of the Underlying Fund may be indefinitely or permanently deferred as “wash sales.” Distributions of short","page_number":79,"box":{"x":59,"y":422,"width":855,"height":12}},{"id":"c36032e7-61e5-4045-b597-c7158a95fc49","block_type":"box","text":"term capital gains by the Underlying Fund will be recognized as ordinary income by the Fund and would not be offset by the","page_number":79,"box":{"x":59,"y":437,"width":866,"height":12}},{"id":"0c90cf2d-5025-4543-a729-ee9e4455eaae","block_type":"box","text":"Fund’s capital loss carryforwards, if any. Capital loss carryforwards of the Underlying Fund, if any, would not offset net capital","page_number":79,"box":{"x":60,"y":452,"width":873,"height":12}},{"id":"51f836e9-c286-43f5-bc25-49ea5604bcf5","block_type":"box","text":"gains of the Fund. Long-term capital gains are eligible for taxation at a maximum rate of 15% or 20% for non-corporate","page_number":79,"box":{"x":59,"y":467,"width":839,"height":13}},{"id":"4b2f6d3b-f637-445a-9e28-93681c42e6fa","block_type":"box","text":"shareholders, depending on whether their income exceeds certain threshold amounts.","page_number":79,"box":{"x":59,"y":482,"width":604,"height":13}},{"id":"4a556703-7543-4f5d-ac16-966c3dee1327","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":79,"box":{"x":60,"y":509,"width":857,"height":12}},{"id":"e380bcff-6995-45fc-ab82-3d16e58f93ca","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":79,"box":{"x":59,"y":524,"width":847,"height":12}},{"id":"ebc094aa-e924-4a67-9685-027491f56bf8","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":79,"box":{"x":59,"y":539,"width":849,"height":12}},{"id":"a9713ba4-0350-4d15-bb3b-28adaa6c5995","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":79,"box":{"x":59,"y":554,"width":877,"height":13}},{"id":"e45cd989-425a-4a38-9177-03cb55faa993","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":79,"box":{"x":59,"y":569,"width":840,"height":13}},{"id":"e1313a4f-c4f5-46ef-8b20-bba4f5ba4072","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":79,"box":{"x":59,"y":584,"width":864,"height":13}},{"id":"ad3a4a87-ddaa-457b-9b1c-336e3a8fc056","block_type":"box","text":"of stock, aggregating dividends with ex-dividend dates within a 365-day period.","page_number":79,"box":{"x":59,"y":600,"width":559,"height":12}},{"id":"6d11bdae-ebb1-4098-a11e-3b679c1da699","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":79,"box":{"x":60,"y":626,"width":870,"height":12}},{"id":"bc644e40-fbef-4069-9fc2-e05747274e2a","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":79,"box":{"x":59,"y":641,"width":866,"height":12}},{"id":"c322e106-034e-4b17-aa49-21e6b6a7794f","block_type":"box","text":"shareholder holds shares of the Fund as capital assets). Distributions in excess of the Fund’s minimum distribution","page_number":79,"box":{"x":59,"y":656,"width":802,"height":13}},{"id":"4de20f28-394f-4980-bce8-935e319a6127","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":79,"box":{"x":60,"y":671,"width":842,"height":13}},{"id":"e81733cc-6937-42e9-8db7-593c0f2af416","block_type":"box","text":"nontaxable returns of capital. Shareholders receiving dividends or distributions in the form of additional shares should be","page_number":79,"box":{"x":60,"y":686,"width":846,"height":13}},{"id":"e4274df8-b64f-4ca3-8e38-c68f1f3fe2a7","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":79,"box":{"x":59,"y":702,"width":867,"height":12}},{"id":"a28e0741-c331-41e8-bf85-db2733deccdc","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":79,"box":{"x":59,"y":717,"width":879,"height":12}},{"id":"097a2a43-2f46-4d89-9d2c-0c511a397d10","block_type":"box","text":"such amount.","page_number":79,"box":{"x":59,"y":732,"width":96,"height":10}},{"id":"cff61e6c-87c0-497b-8364-554954955cd2","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":79,"box":{"x":59,"y":758,"width":854,"height":13}},{"id":"fd5c409a-8045-4502-8224-ce003d46865f","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":79,"box":{"x":59,"y":773,"width":858,"height":13}},{"id":"9e99ac16-5e83-4396-9720-925b1e5108dd","block_type":"box","text":"filing jointly) and of estates and trusts.","page_number":79,"box":{"x":59,"y":788,"width":268,"height":13}},{"id":"7dbfbcba-96b1-477b-9b7d-95c298e70b51","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":79,"box":{"x":60,"y":815,"width":851,"height":12}},{"id":"abf783e5-f348-4a25-b10f-b8415aa5ca2a","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":79,"box":{"x":59,"y":830,"width":865,"height":12}},{"id":"1ee28c78-7a92-4bf5-9977-dea1f046eaae","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":79,"box":{"x":60,"y":845,"width":863,"height":13}},{"id":"d5deae04-1bec-4704-bfaa-01f08a9c4a0a","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":79,"box":{"x":59,"y":860,"width":867,"height":13}},{"id":"847ff44d-3dcc-4e20-9246-cefc0b6e1e06","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":79,"box":{"x":60,"y":875,"width":698,"height":13}},{"id":"da21310e-b2dc-4fb1-be91-9d6d3561665e","block_type":"box","text":"i.e.","page_number":79,"box":{"x":759,"y":876,"width":18,"height":9}},{"id":"8a92efcd-27c2-4ec3-91d7-9e32bf6d881d","block_type":"box","text":", the date on which a","page_number":79,"box":{"x":779,"y":875,"width":146,"height":12}},{"id":"d34f7ab5-7f85-4c35-be6f-8edd2b65068e","block_type":"box","text":"67","page_number":79,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"e34af5a2-dad0-4840-bac7-548fc0646266","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":80,"box":{"x":60,"y":67,"width":865,"height":12}},{"id":"db6a01dc-1f14-4649-be1b-f1d54d8125c3","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":80,"box":{"x":59,"y":82,"width":878,"height":12}},{"id":"d0a642be-9274-4462-9c70-9b2bef3f06c7","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":80,"box":{"x":60,"y":97,"width":861,"height":12}},{"id":"2fa7da0b-e540-4b77-95ea-6a756afd9f6a","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":80,"box":{"x":60,"y":123,"width":858,"height":13}},{"id":"84acd781-3289-49d7-a802-a4339f0937a3","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":80,"box":{"x":60,"y":138,"width":859,"height":13}},{"id":"f1b5142a-bbe9-4c43-99e0-255bed3eaa0e","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":80,"box":{"x":59,"y":154,"width":856,"height":12}},{"id":"30623759-d6c4-471d-9abc-19ef143be704","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":80,"box":{"x":59,"y":169,"width":868,"height":12}},{"id":"2cab0215-776f-4762-a220-d65f4ac2cf49","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":80,"box":{"x":60,"y":184,"width":844,"height":12}},{"id":"81518c73-2303-474b-9251-d9af3a55de3d","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":80,"box":{"x":59,"y":199,"width":870,"height":12}},{"id":"916706ca-3319-4aaf-a164-5e6f07099da9","block_type":"box","text":"(or December) may affect the tax character of shareholder distributions.","page_number":80,"box":{"x":60,"y":214,"width":504,"height":12}},{"id":"f0e591fe-b1b3-4cde-9c91-933943253b4e","block_type":"box","text":"Sales of Shares.","page_number":80,"box":{"x":59,"y":240,"width":112,"height":10}},{"id":"f16bc093-ef1f-4ed0-8e13-5f5d1b1cf7f8","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":80,"box":{"x":181,"y":240,"width":757,"height":13}},{"id":"38155ace-00aa-4d31-92d6-9b197a8ef02d","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":80,"box":{"x":59,"y":256,"width":843,"height":12}},{"id":"0f831c99-4a5a-4474-be79-86d38e3f56e3","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":80,"box":{"x":60,"y":271,"width":866,"height":12}},{"id":"32c942ce-5f12-4c72-b5d4-bbecbbad2f9e","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":80,"box":{"x":59,"y":286,"width":867,"height":12}},{"id":"d768f16f-1ac5-4362-8eed-8ffa1738d78a","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":80,"box":{"x":59,"y":301,"width":827,"height":12}},{"id":"a6a4ff82-a5c6-458d-9c17-fa6458ff499a","block_type":"box","text":"disallowed to the extent the shares disposed of are replaced, including replacement through the reinvesting of dividends or","page_number":80,"box":{"x":59,"y":316,"width":861,"height":12}},{"id":"fc3de50b-60be-47cb-a126-784354383c92","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":80,"box":{"x":59,"y":331,"width":820,"height":13}},{"id":"a15ddb23-c5e6-4775-92c3-c085a5a8ed6f","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":80,"box":{"x":60,"y":346,"width":828,"height":13}},{"id":"fefe8845-c7e2-4fae-821c-dca9d2de37c6","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":80,"box":{"x":59,"y":361,"width":871,"height":13}},{"id":"d94a93e1-6bbf-4807-a99a-dfdc0545f9b0","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":80,"box":{"x":59,"y":377,"width":859,"height":12}},{"id":"ccd13566-ba44-4273-a748-e708ac179a68","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":80,"box":{"x":59,"y":392,"width":847,"height":12}},{"id":"f4c17e3e-0c06-47c3-9ee8-32f52a4a8a39","block_type":"box","text":"such share. The Medicare contribution tax described above will apply to the sale of Fund shares.","page_number":80,"box":{"x":59,"y":407,"width":672,"height":12}},{"id":"4d0f6073-8059-437c-9122-bc52705d998b","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":80,"box":{"x":60,"y":433,"width":878,"height":13}},{"id":"37c6a785-9d97-41a6-bce6-19d8eea50477","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":80,"box":{"x":60,"y":448,"width":853,"height":13}},{"id":"0c35776c-8671-4b0b-a2ac-c1bf31c9d018","block_type":"box","text":"charge is reduced by reason of a reinvestment right (","page_number":80,"box":{"x":59,"y":463,"width":368,"height":13}},{"id":"33829552-dbcb-488d-aeca-f31119852e90","block_type":"box","text":"e.g.","page_number":80,"box":{"x":429,"y":467,"width":22,"height":9}},{"id":"e2492153-dab6-410a-a8b3-7cb3d21c1f45","block_type":"box","text":", an exchange privilege), the original sales charge will not be taken","page_number":80,"box":{"x":454,"y":463,"width":462,"height":13}},{"id":"27629f30-f795-48ac-932a-4eb0f305a1fb","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":80,"box":{"x":60,"y":479,"width":874,"height":12}},{"id":"f3e81f52-1e20-4fd5-bbb7-269732d75254","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":80,"box":{"x":59,"y":494,"width":870,"height":12}},{"id":"7c1f2fbc-0c16-4142-a6a9-12fa98913229","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":80,"box":{"x":59,"y":509,"width":840,"height":12}},{"id":"6d8b1840-89d0-4805-a072-d355c536df91","block_type":"box","text":"provision prevents shareholders from immediately deducting the sales charge by shifting their investments within a family of","page_number":80,"box":{"x":59,"y":524,"width":874,"height":12}},{"id":"e73ceb59-75dd-42c3-b408-5bb9ec20406f","block_type":"box","text":"mutual funds.","page_number":80,"box":{"x":60,"y":539,"width":96,"height":10}},{"id":"d034f8da-2374-4f6e-956e-e7e844a23340","block_type":"box","text":"Backup Withholding.","page_number":80,"box":{"x":60,"y":566,"width":149,"height":12}},{"id":"6e61f776-4515-4617-9156-bdd8019a3c19","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":80,"box":{"x":219,"y":566,"width":685,"height":12}},{"id":"8de8ad11-aab9-4b06-b410-9fa50734d0c7","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":80,"box":{"x":59,"y":581,"width":811,"height":12}},{"id":"004decce-93bd-42a4-bb0b-129685d512db","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":80,"box":{"x":60,"y":596,"width":807,"height":12}},{"id":"f8e3d441-642a-462d-ab2a-f01c8ba8c080","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":80,"box":{"x":59,"y":611,"width":867,"height":12}},{"id":"8540a32e-821c-4dfe-8573-e88267850a47","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":80,"box":{"x":60,"y":626,"width":810,"height":12}},{"id":"31593b51-bffd-476b-bce8-8dbb362c4705","block_type":"box","text":"shareholder’s U.S. federal income tax liability.","page_number":80,"box":{"x":59,"y":641,"width":314,"height":12}},{"id":"515e2c5f-c573-4ca8-8beb-de641a65990d","block_type":"box","text":"Sections 351 and 362.","page_number":80,"box":{"x":59,"y":668,"width":159,"height":9}},{"id":"47addb8d-7ba3-4d8b-8493-18639872aaea","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":80,"box":{"x":227,"y":668,"width":704,"height":12}},{"id":"94d614cf-c5f0-425b-b4ea-a57cc03ed3aa","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":80,"box":{"x":60,"y":683,"width":872,"height":12}},{"id":"f1ad29e3-ba30-4af8-a53c-2acab43ddc52","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":80,"box":{"x":59,"y":698,"width":875,"height":12}},{"id":"b0138666-b22b-4440-82de-0880d1bdb913","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":80,"box":{"x":59,"y":713,"width":854,"height":12}},{"id":"60b63935-a2d4-41bf-9026-eddebfa9e451","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":80,"box":{"x":59,"y":728,"width":854,"height":12}},{"id":"e2bc48c1-e1d0-4df0-b352-3cacb034b6cd","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":80,"box":{"x":60,"y":743,"width":851,"height":12}},{"id":"a68a44f5-c3b1-49ce-91dc-744ca857552f","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":80,"box":{"x":59,"y":758,"width":861,"height":13}},{"id":"5fb08dd7-65b7-49b3-bfe1-b42bb98dd298","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":80,"box":{"x":60,"y":773,"width":796,"height":13}},{"id":"3abcbc29-9d2c-4745-add4-4c17b1ad8b36","block_type":"box","text":"information necessary to determine beneficial share ownership for purposes of the 80% determination.","page_number":80,"box":{"x":60,"y":788,"width":723,"height":13}},{"id":"9f1ffcf9-4546-4f18-a1b3-637e53aeda47","block_type":"box","text":"Treatment of Options.","page_number":80,"box":{"x":58,"y":815,"width":159,"height":12}},{"id":"62039e3f-16c5-40ea-bf11-6e41cf2755aa","block_type":"box","text":"A Fund’s investments in offsetting positions with respect to an Underlying Fund may be “straddles”","page_number":80,"box":{"x":226,"y":815,"width":695,"height":12}},{"id":"514ebb43-29ad-4914-af0e-5bc554e7a999","block_type":"box","text":"(","page_number":80,"box":{"x":60,"y":830,"width":4,"height":12}},{"id":"e62e6a42-094f-4361-903f-e92d0099f78c","block_type":"box","text":"i.e","page_number":80,"box":{"x":65,"y":831,"width":15,"height":9}},{"id":"e6563f2d-5191-45c0-bf47-67ec02ed923a","block_type":"box","text":"., offsetting positions with respect to personal property) for U.S. federal income tax purposes. The straddle rules may","page_number":80,"box":{"x":81,"y":830,"width":815,"height":12}},{"id":"ea1430fa-bcd4-4d64-8869-0300691d2d7f","block_type":"box","text":"affect the character of gains (or losses) realized by a Fund, and losses realized by a Fund on positions that are part of a","page_number":80,"box":{"x":59,"y":845,"width":825,"height":13}},{"id":"764073ab-5518-4f23-9836-1d934bfc5b8f","block_type":"box","text":"straddle may be deferred under the straddle rules, rather than being taken into account in calculating taxable income for the","page_number":80,"box":{"x":59,"y":860,"width":870,"height":13}},{"id":"cbe7e81f-e9ea-4338-bff1-0fe1bffe98e7","block_type":"box","text":"taxable year in which the losses are realized. In addition, certain carrying charges (including interest expense) associated with","page_number":80,"box":{"x":59,"y":875,"width":878,"height":13}},{"id":"7d989774-28a6-4082-8de6-fb981139b573","block_type":"box","text":"68","page_number":80,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"1754f8c3-b080-4cfd-be64-3a77c69be3f0","block_type":"box","text":"positions in a straddle may be required to be capitalized rather than deducted currently. Certain elections that a Fund may","page_number":81,"box":{"x":59,"y":67,"width":852,"height":12}},{"id":"728d6bd5-0cc5-42f4-924e-8b5654006570","block_type":"box","text":"make with respect to its straddle positions may also affect the amount, character and timing of the recognition of gains or","page_number":81,"box":{"x":60,"y":82,"width":854,"height":12}},{"id":"54089a88-50ac-4444-9939-2940c448dfd1","block_type":"box","text":"losses from the affected positions.","page_number":81,"box":{"x":60,"y":97,"width":238,"height":12}},{"id":"3d31f878-6e6e-4f3e-87c1-d4e878bd2e59","block_type":"box","text":"The tax consequences of straddle transactions to a Fund are not entirely clear in all situations under currently available","page_number":81,"box":{"x":59,"y":123,"width":831,"height":13}},{"id":"c1d57749-85ff-4908-aed1-e6b11150a331","block_type":"box","text":"authority. The straddle rules may increase the amount of short-term capital gains realized by a Fund, which are taxed as","page_number":81,"box":{"x":59,"y":138,"width":838,"height":13}},{"id":"2a0a8504-2638-4637-af1b-73b64ec3bdda","block_type":"box","text":"ordinary income when distributed to U.S. shareholders in a non-liquidating distribution. Because the application of the","page_number":81,"box":{"x":59,"y":154,"width":828,"height":12}},{"id":"b8efae0c-74f1-4417-8fed-0657d66a0dad","block_type":"box","text":"straddle rules may affect the character of gains or losses, defer losses and/or accelerate the recognition of gains or losses","page_number":81,"box":{"x":59,"y":169,"width":850,"height":12}},{"id":"abf9af20-6607-49a2-9248-90944b1defed","block_type":"box","text":"from the affected straddle positions, if a Fund makes a non-liquidating distribution of its short-term capital gains, the amount","page_number":81,"box":{"x":59,"y":184,"width":880,"height":12}},{"id":"150a6847-e95d-427d-9735-fba9712b14ee","block_type":"box","text":"that U.S. shareholders must treat as ordinary income may be substantially greater or less as compared to a fund that did not","page_number":81,"box":{"x":59,"y":199,"width":870,"height":12}},{"id":"23795666-ea46-4038-ab71-301a1682475a","block_type":"box","text":"engage in such transactions.","page_number":81,"box":{"x":59,"y":214,"width":200,"height":12}},{"id":"0900b134-ec35-4945-a7d1-0cf41a4fdaac","block_type":"box","text":"Under Section 1256 of the Internal Revenue Code, certain types of exchange-traded options are treated as if they were sold","page_number":81,"box":{"x":60,"y":240,"width":860,"height":13}},{"id":"da94960b-bf09-4d5f-8db3-e992c3787fbc","block_type":"box","text":"(","page_number":81,"box":{"x":60,"y":256,"width":4,"height":12}},{"id":"dd3f5104-4218-4d5f-a2d9-70b24ff93ca9","block_type":"box","text":"i.e","page_number":81,"box":{"x":65,"y":257,"width":15,"height":8}},{"id":"6d35573f-7bb7-467b-9a1a-d8c2457a23df","block_type":"box","text":"., “marked to market”) at the end of each year. The Fund does not believe that the positions held by the Fund will be","page_number":81,"box":{"x":81,"y":256,"width":810,"height":12}},{"id":"20276b86-fffc-4e9e-a9d8-0bdde9dc813d","block_type":"box","text":"subject to Section 1256, which means that the positions will not be marked to market, but the positions will be subject to the","page_number":81,"box":{"x":59,"y":271,"width":876,"height":12}},{"id":"f6297bce-830d-4634-a88b-073823d4c806","block_type":"box","text":"straddle rules.","page_number":81,"box":{"x":59,"y":286,"width":97,"height":10}},{"id":"65925ccf-d0a2-4744-8629-0b1f3c6c6307","block_type":"box","text":"Taxation of Certain Derivatives.","page_number":81,"box":{"x":58,"y":312,"width":225,"height":10}},{"id":"f2e3a99a-41d0-4196-b150-918aaa92b191","block_type":"box","text":"The Fund’s transactions in zero coupon securities, non-U.S. currencies, forward contracts,","page_number":81,"box":{"x":292,"y":312,"width":628,"height":13}},{"id":"529b1047-5851-40c3-a891-5e6f80d0d8f6","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":81,"box":{"x":59,"y":327,"width":866,"height":13}},{"id":"27cd42e0-e5c1-46a2-ab71-95395b221b93","block_type":"box","text":"be subject to special provisions of the Internal Revenue Code (including provisions relating to “hedging transactions” and","page_number":81,"box":{"x":60,"y":343,"width":847,"height":12}},{"id":"50c7fdbd-dbdd-41d3-a02b-cceefc0cea09","block_type":"box","text":"“straddles”) that, among other consequences, may affect the character of gains and losses realized by the Fund (","page_number":81,"box":{"x":59,"y":358,"width":790,"height":12}},{"id":"cb81ea90-e958-4de4-bd85-dab1b1bfba49","block_type":"box","text":"i.e","page_number":81,"box":{"x":850,"y":359,"width":15,"height":8}},{"id":"db9ac52a-da69-450a-aebb-96353d0b76de","block_type":"box","text":"., may","page_number":81,"box":{"x":866,"y":361,"width":41,"height":9}},{"id":"101bc7d5-6daa-450d-a9f2-5ac081609188","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":81,"box":{"x":59,"y":373,"width":857,"height":12}},{"id":"e6b3cf4d-fdaf-47e4-9f7e-2ee901487734","block_type":"box","text":"These rules could therefore affect the character, amount and timing of distributions to shareholders. These provisions also","page_number":81,"box":{"x":59,"y":388,"width":855,"height":12}},{"id":"65e24a8a-b7f1-4da4-a886-f3a3763cecee","block_type":"box","text":"(a) will require the Fund to mark-to-market certain types of the positions in its portfolio","page_number":81,"box":{"x":60,"y":403,"width":611,"height":12}},{"id":"4f9295cd-c442-4e4c-ae10-b6ab9cb57a89","block_type":"box","text":"(i.e","page_number":81,"box":{"x":677,"y":403,"width":20,"height":12}},{"id":"2cd61a6c-f03f-4623-b61e-1855222168e2","block_type":"box","text":"., treat them as if they were closed","page_number":81,"box":{"x":698,"y":403,"width":239,"height":12}},{"id":"3f537f80-635b-47fb-b341-4eca933dfdf3","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":81,"box":{"x":59,"y":418,"width":834,"height":12}},{"id":"e24242ca-a91e-4994-837c-516bd0498fd2","block_type":"box","text":"dividends or make distributions in amounts necessary to satisfy the distribution requirements for avoiding income and excise","page_number":81,"box":{"x":59,"y":433,"width":876,"height":13}},{"id":"a47d35c4-8817-46b1-9132-31da81e53395","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":81,"box":{"x":59,"y":448,"width":871,"height":13}},{"id":"84d80323-ac61-4beb-a86e-6da83a4eed3c","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":81,"box":{"x":60,"y":463,"width":816,"height":13}},{"id":"a548fe46-f429-4dca-9abd-4b0c2901f451","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":81,"box":{"x":59,"y":479,"width":871,"height":12}},{"id":"a627fd91-d96f-4de9-9c29-9a691c6d6c8a","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":81,"box":{"x":59,"y":505,"width":860,"height":12}},{"id":"99e6fe52-1672-4b2d-93ef-efbab5f58c01","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":81,"box":{"x":59,"y":520,"width":854,"height":12}},{"id":"5c5b5847-03b5-4ee3-b85a-8ade1d10c136","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":81,"box":{"x":59,"y":535,"width":853,"height":13}},{"id":"6f95aa52-09bd-4f2b-85c2-2de0097671ea","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":81,"box":{"x":59,"y":550,"width":860,"height":13}},{"id":"593a408f-7296-4bfc-86c5-aa119224f5bf","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":81,"box":{"x":59,"y":566,"width":859,"height":12}},{"id":"705ff47d-68a3-4297-8e93-56a04b5f0f81","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":81,"box":{"x":59,"y":581,"width":830,"height":12}},{"id":"4c28152f-6801-4e1e-a824-5f3524893f00","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":81,"box":{"x":59,"y":596,"width":867,"height":12}},{"id":"dd63a9cb-6ddc-47e7-ad81-5abf38c221d6","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":81,"box":{"x":60,"y":611,"width":845,"height":12}},{"id":"b1dbc961-0424-436e-a491-1f44ce8d8d60","block_type":"box","text":"loss, regardless of the period of time the positions were actually held by the Fund.","page_number":81,"box":{"x":60,"y":626,"width":570,"height":12}},{"id":"4f1823d1-4f63-4384-aef9-85014a0d51a9","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":81,"box":{"x":59,"y":652,"width":879,"height":13}},{"id":"58f3a827-8c77-42ce-9355-20f96bbd4bae","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":81,"box":{"x":60,"y":668,"width":807,"height":12}},{"id":"c90704c1-a07a-4b0d-97c5-755a01638778","block_type":"box","text":"transaction. Periodic net payments will generally constitute ordinary income or deductions, while termination of a swap will","page_number":81,"box":{"x":59,"y":683,"width":864,"height":12}},{"id":"a3dfede1-2867-4a0c-bc3f-b00b5c6ddb30","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":81,"box":{"x":59,"y":698,"width":869,"height":12}},{"id":"b1dbc409-1568-427c-aab6-4c05f7385f74","block_type":"box","text":"for more than one year). The cost of any payments made by the Fund on a swap transaction will be netted pro rata against","page_number":81,"box":{"x":59,"y":713,"width":859,"height":12}},{"id":"f83e2eda-0056-44e8-bbd9-b0a2fdc73ab9","block_type":"box","text":"both tax exempt and taxable gross income. With respect to certain types of swaps, the Fund may be required to currently","page_number":81,"box":{"x":60,"y":728,"width":848,"height":12}},{"id":"68b0dd76-b985-4c10-911e-1f4cbdca4af5","block_type":"box","text":"recognize income or loss with respect to future payments on such swaps or may elect under certain circumstances to mark","page_number":81,"box":{"x":60,"y":743,"width":864,"height":12}},{"id":"19203c48-15d9-4d9b-80fc-b6daf03a2b5a","block_type":"box","text":"such swaps to market annually for tax purposes as ordinary income or loss.","page_number":81,"box":{"x":59,"y":758,"width":528,"height":13}},{"id":"f88d68af-604f-4127-8805-7a42aaa86d25","block_type":"box","text":"Qualified Dividend Income.","page_number":81,"box":{"x":59,"y":785,"width":196,"height":11}},{"id":"ab1632a7-6e1f-4e61-9594-f8de15f665ed","block_type":"box","text":"Distributions by the Fund of investment company taxable income (including any short-term","page_number":81,"box":{"x":265,"y":785,"width":641,"height":12}},{"id":"0315100d-44f0-4712-8ea4-d23ca70d07b5","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":81,"box":{"x":59,"y":800,"width":862,"height":12}},{"id":"6c006a86-cabd-41db-9075-9f7d26ba8814","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":81,"box":{"x":59,"y":815,"width":864,"height":12}},{"id":"50580003-665a-47ba-afa4-8dd8b1fcb1cc","block_type":"box","text":"securities it holds and the Fund reports the distribution as qualified dividend income. The Fund does not expect that a","page_number":81,"box":{"x":59,"y":830,"width":825,"height":12}},{"id":"b34733cd-c5ca-4789-9d6d-136dcf0c0c8a","block_type":"box","text":"significant portion of its distributions will consist of qualified dividend income or be eligible for the dividends received","page_number":81,"box":{"x":59,"y":845,"width":821,"height":13}},{"id":"8768fd1e-8eda-430f-a2a6-618fa309dcd7","block_type":"box","text":"deduction. Qualified dividend income is, in general, dividend income from taxable U.S. corporations (but generally not from","page_number":81,"box":{"x":59,"y":860,"width":862,"height":13}},{"id":"e6473045-be17-49e4-b44a-afd9bbd958fb","block_type":"box","text":"U.S. REITs) and certain non-U.S. corporations (","page_number":81,"box":{"x":60,"y":875,"width":325,"height":13}},{"id":"1cbc862d-25ac-45b0-980b-98cb364232e2","block_type":"box","text":"e.g.","page_number":81,"box":{"x":386,"y":878,"width":23,"height":10}},{"id":"0e9636c3-bdc8-4b14-8fc7-b009b477a963","block_type":"box","text":", non-U.S. corporations that are not PFICs and which are incorporated in a","page_number":81,"box":{"x":411,"y":875,"width":517,"height":13}},{"id":"73c4ee4d-89da-43ae-9a7a-426bdd4fcd1f","block_type":"box","text":"69","page_number":81,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"ab24024f-b1cd-4792-92f8-f7df03dd432d","block_type":"box","text":"possession of the U.S. or in certain countries with a comprehensive tax treaty with the U.S., or the stock of which is readily","page_number":82,"box":{"x":59,"y":67,"width":855,"height":12}},{"id":"fef8cd11-6538-4331-922e-f04d38198b8f","block_type":"box","text":"tradable on an established securities market in the U.S. (where the dividends are paid with respect to such stock)). Substitute","page_number":82,"box":{"x":59,"y":82,"width":875,"height":12}},{"id":"7a0f4563-f300-4153-b0d3-9ae09ce1dd04","block_type":"box","text":"payments received by the Fund for securities lent out by the Fund will not be qualified dividend income.","page_number":82,"box":{"x":59,"y":97,"width":723,"height":12}},{"id":"2e533311-a09e-4b48-b07a-b647e06cf4c0","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":82,"box":{"x":59,"y":123,"width":869,"height":13}},{"id":"6dac0874-8e1c-4767-aaf6-fd0e4281e8f4","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":82,"box":{"x":59,"y":138,"width":838,"height":13}},{"id":"4ec4db69-acf1-4580-b296-bd5899d80fab","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":82,"box":{"x":60,"y":154,"width":837,"height":12}},{"id":"7f147375-2be2-4755-bf1f-371b2b50ba2a","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":82,"box":{"x":60,"y":169,"width":865,"height":12}},{"id":"ecca9cf8-80a7-4444-bceb-64d3bd9351d7","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":82,"box":{"x":60,"y":184,"width":860,"height":12}},{"id":"56fcc3fb-8962-4744-b83e-269ea79c5f27","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":82,"box":{"x":59,"y":199,"width":861,"height":12}},{"id":"732f57fa-45b3-490f-97d9-73e4335c9599","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":82,"box":{"x":59,"y":214,"width":872,"height":12}},{"id":"3c82d240-b822-402d-a5be-da1c9d620429","block_type":"box","text":"substantially similar or related property; or (iii) the shareholder elects to treat such dividend as investment income under","page_number":82,"box":{"x":59,"y":229,"width":844,"height":12}},{"id":"77518040-d43a-41e8-85c5-8a64994c290e","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":82,"box":{"x":59,"y":244,"width":827,"height":13}},{"id":"5f509ba5-4d0a-48df-86b7-8aa1f73758be","block_type":"box","text":"treated as qualified dividend income only to the extent the dividend distributions are attributable to qualified dividend","page_number":82,"box":{"x":59,"y":259,"width":823,"height":13}},{"id":"1972d465-6090-4c1d-8288-d231e4fb8b81","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":82,"box":{"x":60,"y":274,"width":877,"height":13}},{"id":"5a1a7b61-2550-483b-af86-aaa57806a481","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":82,"box":{"x":59,"y":290,"width":843,"height":12}},{"id":"9b35bbfc-e3a2-4341-9b9b-fc9dc16516c6","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":82,"box":{"x":59,"y":305,"width":864,"height":12}},{"id":"d2da87bb-dbbb-4d28-8970-defafb360b7d","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":82,"box":{"x":60,"y":320,"width":876,"height":12}},{"id":"f4774855-8f2b-4764-bb55-9ce0c8462f1f","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":82,"box":{"x":60,"y":335,"width":832,"height":12}},{"id":"3e43650d-46e4-4d71-ad81-67d651646078","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":82,"box":{"x":59,"y":350,"width":822,"height":12}},{"id":"f403e286-320d-4001-8c6b-4ef9e058b7ec","block_type":"box","text":"ordinary income.","page_number":82,"box":{"x":59,"y":365,"width":118,"height":13}},{"id":"898e4048-549d-46af-919b-ad6e9835fd58","block_type":"box","text":"Corporate Dividends Received Deduction.","page_number":82,"box":{"x":59,"y":392,"width":300,"height":12}},{"id":"e21093b1-6073-47b4-9bd8-f88daf16a09f","block_type":"box","text":"Dividends paid by the Fund that are attributable to dividends received by the","page_number":82,"box":{"x":369,"y":392,"width":533,"height":12}},{"id":"ff149d42-de81-4388-b63d-49fa63c63422","block_type":"box","text":"Fund from the Underlying Funds and that are attributable to dividends paid by U.S. corporations may qualify for the U.S.","page_number":82,"box":{"x":60,"y":407,"width":837,"height":12}},{"id":"6b5d5a14-b7b6-4092-b141-d6fa3c5752f8","block_type":"box","text":"federal dividends received deduction for corporations. A 46-day minimum holding period during the 90-day period that","page_number":82,"box":{"x":59,"y":422,"width":837,"height":12}},{"id":"1556621a-8242-4603-852a-887836554f5e","block_type":"box","text":"begins 45 days prior to ex-dividend date (or 91-day minimum holding period during the 180 period beginning 90 days prior","page_number":82,"box":{"x":60,"y":437,"width":863,"height":12}},{"id":"0bec15f9-dee7-4e3f-8757-17faea855fd2","block_type":"box","text":"to ex-dividend date for certain preference dividends) during which risk of loss may not be diminished is required for the","page_number":82,"box":{"x":59,"y":452,"width":836,"height":12}},{"id":"fb61dfc3-7086-483b-ab89-f1c33a0a8175","block_type":"box","text":"applicable shares, at the Fund level, the Underlying Fund level and shareholder level, for a dividend to be eligible for the","page_number":82,"box":{"x":59,"y":467,"width":831,"height":13}},{"id":"74dcbed5-c04d-4f3b-91b9-86a2868bb08e","block_type":"box","text":"dividends received deduction. Restrictions may apply if indebtedness, including a short sale, is attributable to the investment.","page_number":82,"box":{"x":59,"y":482,"width":874,"height":13}},{"id":"658c6af0-fabe-407c-a5f2-ef7192e704a1","block_type":"box","text":"Excess Inclusion Income.","page_number":82,"box":{"x":60,"y":509,"width":179,"height":10}},{"id":"ddd8b62f-f637-4916-909f-a1f80d99b528","block_type":"box","text":"Under current law, the Fund serves to block unrelated business taxable income (“UBTI”) from","page_number":82,"box":{"x":249,"y":509,"width":651,"height":12}},{"id":"b9408efd-2116-4adf-80d0-be60d4c56c30","block_type":"box","text":"being realized by their tax-exempt shareholders. Notwithstanding the foregoing, a tax-exempt shareholder could realize UBTI","page_number":82,"box":{"x":60,"y":524,"width":872,"height":12}},{"id":"4feeb81f-3af1-4f93-a38c-c3e7a9681294","block_type":"box","text":"by 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":82,"box":{"x":60,"y":539,"width":873,"height":12}},{"id":"0e51a395-b40f-428d-ae12-e9d8be0b4294","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":82,"box":{"x":59,"y":554,"width":840,"height":13}},{"id":"d8d4f069-35af-4115-916d-a0a7d719ab21","block_type":"box","text":"Underlying Fund from REITs, real estate mortgage investment conduits, taxable mortgage pools or other investments may","page_number":82,"box":{"x":60,"y":569,"width":854,"height":13}},{"id":"1775fe5b-e10a-42ef-a02c-5667cd90cb8d","block_type":"box","text":"cause the Fund to report some or all of its distributions as “excess inclusion income.” To Fund shareholders, such excess","page_number":82,"box":{"x":59,"y":584,"width":842,"height":13}},{"id":"792b5203-f1b5-4f9a-bf5f-143616ecfbe6","block_type":"box","text":"inclusion income may: (i) constitute taxable income, as UBTI for those shareholders who would otherwise be tax-exempt","page_number":82,"box":{"x":60,"y":600,"width":847,"height":12}},{"id":"7f488764-e8e5-4a45-88cc-4062c2587d14","block_type":"box","text":"such as individual retirement accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable entities; (ii) not","page_number":82,"box":{"x":59,"y":615,"width":860,"height":12}},{"id":"aafd4f85-eb3b-4da1-98fd-13c17fe159f0","block_type":"box","text":"be offset by otherwise allowable deductions for tax purposes; (iii) not be eligible for reduced U.S. withholding for non-U.S.","page_number":82,"box":{"x":60,"y":630,"width":850,"height":12}},{"id":"114b3324-3af0-45c9-97d8-31c317085600","block_type":"box","text":"shareholders even from tax treaty countries; and (iv) cause the Fund or Underlying Fund to be subject to tax if certain","page_number":82,"box":{"x":59,"y":645,"width":822,"height":12}},{"id":"ea4c05be-e9e5-4c20-b94e-8781e3413ca5","block_type":"box","text":"“disqualified organizations,” as defined by the Internal Revenue Code, are Fund shareholders. If a charitable remainder","page_number":82,"box":{"x":59,"y":660,"width":825,"height":12}},{"id":"728ec6ee-2fe7-480f-ac6b-74c8bfc3c426","block_type":"box","text":"annuity trust or a charitable remainder unitrust (each as defined in Section 664 of the Internal Revenue Code) has UBTI for a","page_number":82,"box":{"x":59,"y":675,"width":870,"height":12}},{"id":"08baa823-ca60-4b81-9b0b-7a9ba9015cfc","block_type":"box","text":"taxable year, a 100% excise tax on the UBTI is imposed on the trust.","page_number":82,"box":{"x":59,"y":690,"width":473,"height":13}},{"id":"da9ef37e-6ca5-4268-b883-b02868ab916b","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":82,"box":{"x":59,"y":717,"width":832,"height":12}},{"id":"f455a0c9-1d0b-43b6-add4-8313d4267cb4","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":82,"box":{"x":59,"y":732,"width":831,"height":12}},{"id":"d0a70cfd-9952-4f99-9c03-07f1b8d8243a","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":82,"box":{"x":60,"y":747,"width":877,"height":12}},{"id":"5d877f53-87aa-40ac-b322-4b2168e00f3c","block_type":"box","text":"above. Avoidance of investments in REITs that generate excess inclusion income may require the Fund to forego otherwise","page_number":82,"box":{"x":59,"y":762,"width":857,"height":12}},{"id":"b944af40-17b8-467c-a52d-2fdd7ae12b07","block_type":"box","text":"attractive investment opportunities.","page_number":82,"box":{"x":59,"y":778,"width":249,"height":12}},{"id":"d2483245-1fad-4055-b478-c505ed08cb17","block_type":"box","text":"Reporting.","page_number":82,"box":{"x":60,"y":804,"width":73,"height":12}},{"id":"0a7a7dc5-77ee-4072-8460-3db55c2b337d","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":82,"box":{"x":143,"y":804,"width":735,"height":12}},{"id":"28dde89d-6b18-4b35-bbad-048a85bc6dea","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":82,"box":{"x":59,"y":819,"width":872,"height":12}},{"id":"2727693b-5959-4a5e-968a-678fd4096183","block_type":"box","text":"on IRS Form 8886. Direct shareholders of portfolio securities are in many cases exempted from this reporting requirement,","page_number":82,"box":{"x":59,"y":834,"width":856,"height":12}},{"id":"bbc7e3e0-6bcd-4239-9ea3-34c8ebc27715","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":82,"box":{"x":60,"y":849,"width":797,"height":12}},{"id":"44740773-58f4-447d-8683-b34746927164","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":82,"box":{"x":60,"y":864,"width":850,"height":12}},{"id":"d9f55eb8-3d46-4d47-816f-942389965a26","block_type":"box","text":"should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.","page_number":82,"box":{"x":59,"y":879,"width":868,"height":13}},{"id":"85ba6f82-254b-494b-b834-493cd7faf15d","block_type":"box","text":"70","page_number":82,"box":{"x":490,"y":916,"width":17,"height":9}},{"id":"72091875-bc2d-48b7-8fb8-a97d429ba803","block_type":"box","text":"Other Taxes.","page_number":83,"box":{"x":59,"y":67,"width":89,"height":9}},{"id":"3d01a6cf-ebf2-4018-bf07-61cbbe52eefc","block_type":"box","text":"Dividends, distributions and redemption proceeds may also be subject to additional state, local and non-U.S.","page_number":83,"box":{"x":158,"y":67,"width":759,"height":12}},{"id":"ca2044be-b1d1-483b-a74e-9911141f243f","block_type":"box","text":"taxes depending on each shareholder’s particular situation.","page_number":83,"box":{"x":59,"y":82,"width":413,"height":12}},{"id":"1467cd7d-071f-44fb-9fb1-4b4ffa4ef7d6","block_type":"box","text":"Taxation of Non-U.S. Shareholders.","page_number":83,"box":{"x":58,"y":108,"width":253,"height":10}},{"id":"81085b58-7ff1-4d79-9601-0947e4421827","block_type":"box","text":"Dividends paid by the Fund to non-U.S. shareholders are generally subject to","page_number":83,"box":{"x":321,"y":108,"width":534,"height":13}},{"id":"27bb5275-229d-4a8e-b2a3-0e693d5d76f3","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":83,"box":{"x":59,"y":123,"width":828,"height":13}},{"id":"3d27cedb-f11a-4f60-8e8d-f14dae98de18","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":83,"box":{"x":60,"y":138,"width":834,"height":13}},{"id":"44069af7-7f3d-405b-bb5d-32b77cd77d28","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":83,"box":{"x":59,"y":154,"width":857,"height":12}},{"id":"19e42d36-db91-4b83-9199-c716b6989736","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":83,"box":{"x":59,"y":169,"width":839,"height":12}},{"id":"d5230cc6-cc55-4ff9-ab4d-a66ae2b3c30c","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":83,"box":{"x":60,"y":184,"width":860,"height":12}},{"id":"b6213569-e348-4b7d-982f-65a53a2eac92","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":83,"box":{"x":60,"y":199,"width":853,"height":12}},{"id":"6544b1a1-f824-4b3b-a677-26ff7cb4860b","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":83,"box":{"x":60,"y":214,"width":862,"height":12}},{"id":"b6720ca7-8181-474b-86d6-efe1815c6178","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":83,"box":{"x":60,"y":229,"width":829,"height":12}},{"id":"761e733a-caf3-4a64-9319-53283a37b354","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":83,"box":{"x":59,"y":244,"width":872,"height":13}},{"id":"4fe592aa-eb65-48de-bb63-82949bf2f764","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":83,"box":{"x":59,"y":259,"width":844,"height":13}},{"id":"de177368-aca1-44b3-b1bb-cc900fce72c8","block_type":"box","text":"appropriate rate.","page_number":83,"box":{"x":59,"y":275,"width":115,"height":12}},{"id":"00b17a85-2fe6-47de-be96-50d0ae72fbf7","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":83,"box":{"x":60,"y":301,"width":860,"height":12}},{"id":"ae0daffc-e02d-4ce8-9244-f746154ffd1f","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":83,"box":{"x":60,"y":316,"width":827,"height":12}},{"id":"d7365f87-552e-4997-9f16-092dc9f3ad99","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":83,"box":{"x":60,"y":331,"width":834,"height":13}},{"id":"a8f64e39-77a8-4a80-82f0-db17d509d4d1","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":83,"box":{"x":59,"y":346,"width":868,"height":13}},{"id":"54b6e084-f1fa-47a6-96a2-0c2689a3530f","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":83,"box":{"x":59,"y":361,"width":866,"height":13}},{"id":"c489b7ae-ca54-4649-8c1a-88591091b7b2","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":83,"box":{"x":59,"y":377,"width":837,"height":12}},{"id":"86283fc4-5458-4eb7-b0f1-d1fd8290549e","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":83,"box":{"x":59,"y":392,"width":871,"height":12}},{"id":"2ef1f391-134c-47e4-ba74-3d4f02c46628","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":83,"box":{"x":59,"y":407,"width":857,"height":12}},{"id":"16a7a30c-d87f-4c10-a3b5-0eaf04b1c5d6","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":83,"box":{"x":60,"y":422,"width":853,"height":12}},{"id":"07f03f59-dfcc-4ddc-bf6a-935302f12ae5","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":83,"box":{"x":59,"y":437,"width":839,"height":12}},{"id":"c63be068-568d-4ae0-98dd-3e78c3fcd1c1","block_type":"box","text":"intermediary, the intermediary may withhold even if the Fund reports the payment as qualified net interest income or","page_number":83,"box":{"x":60,"y":452,"width":818,"height":12}},{"id":"dfa59313-99e7-46e0-b22a-bf5cd27efc64","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":83,"box":{"x":59,"y":467,"width":878,"height":13}},{"id":"9c44f2c7-75c5-4851-8173-1713a6ef3445","block_type":"box","text":"these rules to their accounts.","page_number":83,"box":{"x":59,"y":482,"width":202,"height":10}},{"id":"3bf791a7-4106-4a6d-9d94-a222073ed97c","block_type":"box","text":"Special rules may apply to a foreign shareholder receiving the Fund distribution if at least 50% of the Fund’s assets consist of","page_number":83,"box":{"x":59,"y":509,"width":876,"height":12}},{"id":"2a2b0730-9ab1-4e76-b648-f3760583d7d0","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":83,"box":{"x":60,"y":524,"width":864,"height":12}},{"id":"5926f27f-66a6-45f6-a945-0c9cb3f1e806","block_type":"box","text":"Internal Revenue Code and Treasury regulations). Fund distributions that are attributable to gain from the disposition of a","page_number":83,"box":{"x":60,"y":539,"width":849,"height":12}},{"id":"1ce14a19-b5d2-4e6e-90af-f96e295ced58","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":83,"box":{"x":60,"y":554,"width":870,"height":13}},{"id":"f70c4ba8-76b2-4e4f-8baa-d9b58b5aaf54","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":83,"box":{"x":59,"y":569,"width":875,"height":13}},{"id":"204866a6-6ce3-46a2-9a2d-d2c486b3008c","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":83,"box":{"x":59,"y":584,"width":835,"height":13}},{"id":"df39e2d5-3b5f-485a-b1c7-9871be69c137","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":83,"box":{"x":60,"y":600,"width":822,"height":12}},{"id":"ed024c37-22d1-4bf0-ae83-cadd029e894e","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":83,"box":{"x":59,"y":615,"width":726,"height":12}},{"id":"f9bcd6ef-a938-4043-aa47-b587c4848a4e","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":83,"box":{"x":59,"y":641,"width":846,"height":12}},{"id":"cef5f9a2-e974-4747-bd96-d122ee8ab2ff","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":83,"box":{"x":59,"y":656,"width":860,"height":13}},{"id":"c614a976-6341-41a6-8c2a-f4bd2d124940","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":83,"box":{"x":59,"y":671,"width":881,"height":13}},{"id":"2011b679-a42e-4c63-a134-a8882e462ae1","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":83,"box":{"x":59,"y":686,"width":858,"height":13}},{"id":"38ef3200-8af6-4640-816e-8d5ec5aa9db4","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":83,"box":{"x":59,"y":702,"width":871,"height":12}},{"id":"e675ce74-90c6-412c-afcc-b957ee562a3f","block_type":"box","text":"tax advisors concerning the particular tax consequences to them of an investment in the Fund.","page_number":83,"box":{"x":59,"y":717,"width":664,"height":12}},{"id":"86f80e38-a9c5-45ef-94cb-1ecd77742a36","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":83,"box":{"x":59,"y":743,"width":874,"height":12}},{"id":"3f3161c0-c766-499b-8492-772e720e298d","block_type":"box","text":"obligations discussed above through the sale and repurchase of Fund shares.","page_number":83,"box":{"x":59,"y":758,"width":539,"height":13}},{"id":"b375b6f5-f489-4eb4-84a5-4f78f664c7be","block_type":"box","text":"Shareholders that are nonresident aliens or foreign entities are urged to consult their own tax advisors concerning the","page_number":83,"box":{"x":59,"y":785,"width":825,"height":12}},{"id":"5fa5dc1d-2cfc-49a5-ba81-9cc9a736bf12","block_type":"box","text":"particular tax consequences to them of an investment in the Fund.","page_number":83,"box":{"x":59,"y":800,"width":465,"height":12}},{"id":"bb99b613-b634-4a1d-8410-2bb6d3e66e19","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":83,"box":{"x":59,"y":826,"width":870,"height":13}},{"id":"804c49e7-d892-463a-ad2f-44260351a2c7","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":83,"box":{"x":59,"y":841,"width":821,"height":13}},{"id":"d513fea2-225e-453e-8620-510f1380119f","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":83,"box":{"x":60,"y":857,"width":866,"height":12}},{"id":"59eba517-ee1b-4cdc-87d3-69771b2ec4c3","block_type":"box","text":"certain information regarding their direct and indirect U.S. owners. To avoid withholding, foreign financial institutions will","page_number":83,"box":{"x":59,"y":872,"width":847,"height":12}},{"id":"ca9ad3c5-e92d-49a0-971f-92634120b7bf","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":83,"box":{"x":60,"y":887,"width":840,"height":12}},{"id":"10bb9828-3b4c-4eae-ae41-fab7fa9ca411","block_type":"box","text":"71","page_number":83,"box":{"x":491,"y":916,"width":13,"height":9}},{"id":"b31b38f5-3e85-4a74-91b1-c180b1ea7733","block_type":"box","text":"addresses and taxpayer identification numbers of direct and indirect U.S. account holders; comply with due diligence","page_number":84,"box":{"x":59,"y":67,"width":818,"height":12}},{"id":"44a73806-6b5e-45ce-940b-573b68a3e194","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":84,"box":{"x":59,"y":82,"width":830,"height":12}},{"id":"abaaa25e-191b-4872-baf1-7c625cb55ff4","block_type":"box","text":"accounts maintained; agree to withhold tax on certain payments made to non-compliant foreign financial institutions or to","page_number":84,"box":{"x":59,"y":97,"width":861,"height":12}},{"id":"829fe0be-0047-4f8b-bbb6-4b23f2e9e24b","block_type":"box","text":"account holders who fail to provide the required information; and determine certain other information concerning their","page_number":84,"box":{"x":59,"y":112,"width":835,"height":12}},{"id":"0354baa5-2c8e-4530-a20e-6ddd28f7d10f","block_type":"box","text":"account holders, or (ii) in the event an intergovernmental agreement and implementing legislation are adopted, provide local","page_number":84,"box":{"x":59,"y":127,"width":874,"height":12}},{"id":"d3bfe97b-fdde-4439-bfa1-43e555d2b850","block_type":"box","text":"revenue authorities with similar account holder information. Other foreign entities may need to report the name, address,","page_number":84,"box":{"x":60,"y":142,"width":849,"height":13}},{"id":"5fac29d6-e9c2-4711-8f4f-34fc33948a39","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":84,"box":{"x":59,"y":157,"width":863,"height":13}},{"id":"ee551e3c-ae17-4bfc-864b-1be02f50c83c","block_type":"box","text":"unless certain exceptions apply.","page_number":84,"box":{"x":60,"y":172,"width":220,"height":13}},{"id":"7f214052-57cf-4836-b023-473671e0e3fe","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":84,"box":{"x":59,"y":199,"width":871,"height":12}},{"id":"7eafe182-12d1-4200-beca-7936c0272190","block_type":"box","text":"estate tax.","page_number":84,"box":{"x":59,"y":215,"width":71,"height":9}},{"id":"9562fc5c-2e6a-45ed-871e-c79275d4453c","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":84,"box":{"x":59,"y":240,"width":872,"height":13}},{"id":"1f75744f-cbec-4324-b094-7d9b4c95b51f","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":84,"box":{"x":59,"y":256,"width":864,"height":12}},{"id":"8a58d984-fbdf-4895-9ed8-86c136b81680","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":84,"box":{"x":59,"y":271,"width":875,"height":12}},{"id":"0e5bf4ca-6031-4a44-9705-bf3a4400a25c","block_type":"box","text":"is based on applicable provisions of the Internal Revenue Code, regulations, judicial authority and administrative","page_number":84,"box":{"x":60,"y":286,"width":782,"height":12}},{"id":"c26c9df3-57b6-4aa5-866e-034a2facec50","block_type":"box","text":"interpretations in effect on the date of this SAI. Changes in applicable authority could materially affect the conclusions","page_number":84,"box":{"x":60,"y":301,"width":826,"height":12}},{"id":"a9b5ef20-dccf-4410-bbda-9d312bde47ec","block_type":"box","text":"discussed above, and such changes often occur.","page_number":84,"box":{"x":59,"y":316,"width":337,"height":12}},{"id":"5b382b2e-724d-4865-a38c-b4e759473387","block_type":"box","text":"Financial Statements","page_number":84,"box":{"x":62,"y":347,"width":348,"height":23}},{"id":"f1e48138-d1bf-4612-ad80-77d8253914df","block_type":"box","text":"Financial statements for the Fund are not available because, as of the date of this SAI, the Fund has no financial information","page_number":84,"box":{"x":60,"y":388,"width":865,"height":11}},{"id":"e3049964-4ce2-4594-bdef-ee9bd44d272c","block_type":"box","text":"to report.","page_number":84,"box":{"x":59,"y":404,"width":64,"height":11}},{"id":"1ef109a1-4e82-4d50-a3b5-631884ac735e","block_type":"box","text":"Miscellaneous Information","page_number":84,"box":{"x":61,"y":434,"width":445,"height":23}},{"id":"2eea6ae4-8539-4e36-bff7-deefd8aa50a5","block_type":"box","text":"Counsel.","page_number":84,"box":{"x":59,"y":475,"width":61,"height":10}},{"id":"645af8ff-cf71-4fdb-8042-890caa4e8451","block_type":"box","text":"Willkie Farr & Gallagher LLP, located at 787 Seventh Avenue, New York, NY 10019, is counsel to the Trust.","page_number":84,"box":{"x":129,"y":475,"width":733,"height":12}},{"id":"61095844-cb09-4c24-a668-e1e90abb429b","block_type":"box","text":"Independent Registered Public Accounting Firm.","page_number":84,"box":{"x":60,"y":501,"width":349,"height":13}},{"id":"2fe1da1a-7dcf-4ea4-a979-e2aabcdd4b37","block_type":"box","text":"PricewaterhouseCoopers LLP, located at Two Commerce Square, 2001","page_number":84,"box":{"x":419,"y":501,"width":488,"height":13}},{"id":"601b4c6e-dcf3-49c8-a3df-e77b94183e99","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":84,"box":{"x":59,"y":516,"width":868,"height":13}},{"id":"02e4cda5-00b1-4848-8ff8-7b6055ef4bd5","block_type":"box","text":"financial statements, and may perform other services.","page_number":84,"box":{"x":59,"y":531,"width":376,"height":13}},{"id":"857d9c6f-3ef2-4aa5-b8b2-ff946c0f4b84","block_type":"box","text":"Shareholder Communications to the Board.","page_number":84,"box":{"x":59,"y":558,"width":312,"height":10}},{"id":"4cffa1c2-e27e-4f5b-b1da-06d8b5247067","block_type":"box","text":"The Board has established a process for shareholders to communicate with the","page_number":84,"box":{"x":380,"y":558,"width":555,"height":12}},{"id":"d0a9ac20-6933-4db6-9791-75339979121b","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":84,"box":{"x":60,"y":573,"width":863,"height":12}},{"id":"14f04d7a-f76f-478a-a63e-7595a458e8bc","block_type":"box","text":"BlackRock Fund Advisors, iShares Fund Administration, 400 Howard Street, San Francisco, CA 94105. Shareholder","page_number":84,"box":{"x":60,"y":588,"width":796,"height":12}},{"id":"f7e6bdfd-26c8-42ea-a79b-54efc1bdcd8f","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":84,"box":{"x":59,"y":603,"width":868,"height":13}},{"id":"3a015360-5f6a-489d-9250-7401ec2469ba","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":84,"box":{"x":60,"y":618,"width":863,"height":13}},{"id":"ef195827-a30a-4da6-8c20-2e46368b94a4","block_type":"box","text":"are owned indirectly through a broker, financial intermediary or other record owner, the name of the broker, financial","page_number":84,"box":{"x":59,"y":634,"width":814,"height":12}},{"id":"110acf5a-a4c3-4d5a-9a26-0f0da0e1edfd","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":84,"box":{"x":60,"y":649,"width":866,"height":12}},{"id":"94e776c3-026c-4f0d-9e9e-76f47e696f6b","block_type":"box","text":"Trust and reported to the Board.","page_number":84,"box":{"x":59,"y":664,"width":224,"height":12}},{"id":"677b8812-2815-45a2-bc32-d5cdbbc9f176","block_type":"box","text":"Investors’ Rights.","page_number":84,"box":{"x":60,"y":690,"width":122,"height":13}},{"id":"64b2afbc-0a18-406f-aea3-73a820cfcaf9","block_type":"box","text":"The Fund relies on the services of BFA and its other service providers, including the Distributor,","page_number":84,"box":{"x":190,"y":690,"width":663,"height":13}},{"id":"a9ed5123-a31f-4c75-ac53-9f4a72c25ed5","block_type":"box","text":"administrator, custodian and transfer agent. Further information about the duties and roles of these service providers is set","page_number":84,"box":{"x":59,"y":705,"width":860,"height":13}},{"id":"35341d54-dcbc-4181-9fac-e4f13f03cbb1","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":84,"box":{"x":59,"y":720,"width":815,"height":13}},{"id":"0832f571-6314-44ce-95ad-30b6bdd8cf40","block_type":"box","text":"providers and do not have express contractual rights against the Fund or its service providers, except certain institutional","page_number":84,"box":{"x":59,"y":736,"width":846,"height":12}},{"id":"fe82ab65-5135-4872-a299-9b30934eee35","block_type":"box","text":"investors that are Authorized Participants may have certain express contractual rights with respect to the Distributor under","page_number":84,"box":{"x":60,"y":751,"width":859,"height":12}},{"id":"2d7a5d14-60b6-4fb1-aa07-aa53951d0523","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":84,"box":{"x":59,"y":766,"width":875,"height":12}},{"id":"2f5c3663-caec-43d4-8774-ec879d90dade","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":84,"box":{"x":59,"y":781,"width":871,"height":12}},{"id":"8ef3792d-e7d8-4e9b-a226-25256ae002ab","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":84,"box":{"x":59,"y":796,"width":874,"height":12}},{"id":"e68fcf53-d4d3-4fde-9090-1de17d77fa61","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":84,"box":{"x":60,"y":823,"width":872,"height":12}},{"id":"f6a4f982-5574-4845-84b7-8cc9420ee386","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":84,"box":{"x":59,"y":838,"width":830,"height":12}},{"id":"e573d546-2f73-4ff7-b9d3-5f8d4db78d6b","block_type":"box","text":"Agreement. Jurisdiction over other claims, whether by investors or Authorized Participants, will turn on the facts of the","page_number":84,"box":{"x":59,"y":853,"width":828,"height":12}},{"id":"3dc66732-27a4-45a4-8b2b-1a385e1f8e34","block_type":"box","text":"particular case and the law of the jurisdiction in which the proceeding is brought.","page_number":84,"box":{"x":59,"y":868,"width":568,"height":12}},{"id":"2bd9fa43-d6d6-4703-93bc-2cf386748c8e","block_type":"box","text":"72","page_number":84,"box":{"x":491,"y":916,"width":16,"height":9}},{"id":"03128e68-5f0f-4fb5-97c8-f5c0246e571c","block_type":"box","text":"Appendix A - Proxy Voting Policies","page_number":85,"box":{"x":59,"y":67,"width":578,"height":30}},{"id":"bad59a90-c4f0-4595-b42e-6aeace9f07dc","block_type":"box","text":"A-1","page_number":85,"box":{"x":486,"y":916,"width":22,"height":9}},{"id":"171c8205-bfe9-4735-909a-8b2dee6c8ff0","block_type":"box","text":"Open-End Active and Fixed Income Index Fund","page_number":86,"box":{"x":93,"y":67,"width":812,"height":30}},{"id":"277ffc67-210d-44cc-be5b-78ad309f6582","block_type":"box","text":"Proxy Voting Policy","page_number":86,"box":{"x":334,"y":100,"width":332,"height":29}},{"id":"5ae8f93e-cb16-4a0d-aa48-5ef9e897b1e0","block_type":"box","text":"Procedures Governing Delegation of Proxy Voting to Fund Advisers","page_number":86,"box":{"x":59,"y":143,"width":484,"height":13}},{"id":"c2ecbc50-a201-402b-9a76-ff33ab746e6a","block_type":"box","text":"Effective Date: January 1, 2025","page_number":86,"box":{"x":60,"y":170,"width":217,"height":12}},{"id":"1c217c94-2b3b-4df3-9e60-561153912c17","block_type":"box","text":"________________________________________","page_number":86,"box":{"x":58,"y":207,"width":327,"height":1}},{"id":"6b45e65c-ef76-410d-a8d9-ff528c03ccdd","block_type":"box","text":"Applies to the following types of Funds registered under the 1940 Act:","page_number":86,"box":{"x":59,"y":223,"width":507,"height":12}},{"id":"ec880b03-56b1-4584-966b-087d38cf3eec","block_type":"box","text":"□","page_number":86,"box":{"x":59,"y":250,"width":15,"height":11}},{"id":"cbb0cba4-a988-47ba-845f-915f0814883b","block_type":"box","text":"Index Equity Mutual Funds and Exchange-Traded Funds","page_number":86,"box":{"x":80,"y":249,"width":391,"height":13}},{"id":"3e39f86a-6009-4216-8f00-fa8917a9fe1d","block_type":"box","text":"Open-End Active and Fixed Income Index Mutual Funds and Exchange-Traded Funds","page_number":86,"box":{"x":80,"y":276,"width":595,"height":12}},{"id":"7a9c3528-c72e-4781-b5ba-39986cf98fe6","block_type":"box","text":"□","page_number":86,"box":{"x":59,"y":303,"width":15,"height":11}},{"id":"73a21a9f-be03-4ac2-8887-2dc0bea626ef","block_type":"box","text":"Money Market Funds","page_number":86,"box":{"x":80,"y":302,"width":148,"height":13}},{"id":"9192d60e-9060-4b40-8a07-c5867fe0da34","block_type":"box","text":"□","page_number":86,"box":{"x":59,"y":329,"width":15,"height":12}},{"id":"266fa80d-9cb4-4725-814d-61d431eff10d","block_type":"box","text":"Closed-End Funds","page_number":86,"box":{"x":80,"y":329,"width":126,"height":9}},{"id":"8467cdb1-9c72-45ff-9666-e41520aaeccd","block_type":"box","text":"□","page_number":86,"box":{"x":59,"y":356,"width":15,"height":11}},{"id":"3f039f58-676f-4ea4-b9f6-71f1857e8cf8","block_type":"box","text":"Other","page_number":86,"box":{"x":80,"y":355,"width":39,"height":10}},{"id":"c3e72b63-16d4-4a4f-9299-33bdbf2e01b0","block_type":"box","text":"________________________________________","page_number":86,"box":{"x":58,"y":392,"width":327,"height":1}},{"id":"bcac6ac1-855d-42f0-b38a-ddd38754615e","block_type":"box","text":"Objective and Scope","page_number":86,"box":{"x":59,"y":408,"width":147,"height":12}},{"id":"268bc5da-07c4-4619-a687-8777ce81946e","block_type":"box","text":"Set forth below is the Open-End Active and Fixed Income Index Fund Proxy Voting Policy.","page_number":86,"box":{"x":59,"y":434,"width":622,"height":13}},{"id":"f9902961-577d-48ac-a7d1-117a2ea82262","block_type":"box","text":"Policy / Document Requirements and Statements","page_number":86,"box":{"x":60,"y":461,"width":356,"height":12}},{"id":"e38b37b1-2c2e-4dcd-9dcb-01fd696aa9ff","block_type":"box","text":"The Boards of Trustees/Directors (“Directors”) of certain open-end funds (the “Funds”) advised by BlackRock Fund Advisors","page_number":86,"box":{"x":59,"y":487,"width":873,"height":13}},{"id":"cdb0173e-30a5-4750-9b50-40761ad5d544","block_type":"box","text":"or BlackRock Advisors, LLC (“BlackRock”), have the responsibility for the oversight of voting proxies relating to portfolio","page_number":86,"box":{"x":59,"y":503,"width":835,"height":12}},{"id":"b0c7830e-b314-41ba-a4ea-6cc4e7db6d32","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":86,"box":{"x":59,"y":518,"width":854,"height":12}},{"id":"e1c8e1de-bdd0-4054-915f-5f9ef1726f0c","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":86,"box":{"x":59,"y":533,"width":878,"height":12}},{"id":"a494e903-5c3b-4132-b70b-6fffe2b61b14","block_type":"box","text":"to manage, acquire and dispose of account assets, all as contemplated by the Funds’ respective investment management","page_number":86,"box":{"x":59,"y":548,"width":849,"height":12}},{"id":"2a3b4136-970d-46d9-a1a2-0567de3c8eb3","block_type":"box","text":"agreements.","page_number":86,"box":{"x":59,"y":564,"width":86,"height":11}},{"id":"4a3cf8e7-bc94-4793-bdf3-1f7b29d01ee4","block_type":"box","text":"BlackRock has adopted the BlackRock Active Investment Stewardship Global Engagement and Voting Guidelines (as from","page_number":86,"box":{"x":60,"y":589,"width":849,"height":13}},{"id":"2a31d16f-d6ad-490b-90b8-8b7838c71b42","block_type":"box","text":"time to time amended, the “Guidelines”) governing proxy voting by active and fixed income index Funds managed by","page_number":86,"box":{"x":59,"y":605,"width":821,"height":12}},{"id":"420ca029-3d6b-4c8d-adeb-45b0a94e14aa","block_type":"box","text":"BlackRock. The Guidelines include “climate and decarbonization” guidelines which apply to the Funds listed in Appendix A, if","page_number":86,"box":{"x":60,"y":620,"width":874,"height":12}},{"id":"837e026b-b12a-4171-8734-c15ae5e46fdc","block_type":"box","text":"any.","page_number":86,"box":{"x":59,"y":638,"width":26,"height":9}},{"id":"fc3fc1fb-ef56-46df-bb97-a718a11d49d6","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":86,"box":{"x":60,"y":661,"width":876,"height":13}},{"id":"a6df0238-317b-4e35-8a05-da3a3c746cad","block_type":"box","text":"held by each such Fund (or may refrain from voting) in accordance with the Guidelines.","page_number":86,"box":{"x":60,"y":676,"width":610,"height":13}},{"id":"97862d46-d920-40ee-9a45-10af83cecf33","block_type":"box","text":"Conflicts Management","page_number":86,"box":{"x":59,"y":703,"width":164,"height":12}},{"id":"4d89e6e2-d14a-4145-8be2-0c31c897c390","block_type":"box","text":"BlackRock Active Investment Stewardship (“BAIS”) maintains policies and procedures that seek to prevent undue influence","page_number":86,"box":{"x":60,"y":729,"width":860,"height":13}},{"id":"a313b912-72ca-4999-b5a9-71a46b705f77","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":86,"box":{"x":59,"y":744,"width":775,"height":13}},{"id":"8c370c16-2c61-426d-80e0-34c0b9e04c18","block_type":"box","text":"responsibilities. Potential material conflicts, and the resultant potential for undue influence, might be due to a relationship","page_number":86,"box":{"x":60,"y":760,"width":851,"height":12}},{"id":"23e6c1a9-87ea-4bea-804a-4fc3e4b2ca4b","block_type":"box","text":"between the investee company (or any shareholder proponent or dissident shareholder) and BlackRock, BlackRock’s affiliates","page_number":86,"box":{"x":60,"y":775,"width":874,"height":12}},{"id":"e3879717-b0c2-4080-9937-e40bc4936505","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":86,"box":{"x":59,"y":790,"width":845,"height":12}},{"id":"901c7a93-26fe-4106-9d62-2d2d744ae80e","block_type":"box","text":"outlined in detail in the Guidelines. In mitigating conflicts, BAIS will adhere to the Guidelines.","page_number":86,"box":{"x":59,"y":805,"width":646,"height":12}},{"id":"cefc6cbc-250c-499f-a99a-faf512d33663","block_type":"box","text":"In certain instances, BAIS will engage an independent third-party voting service provider to make proxy voting","page_number":86,"box":{"x":60,"y":831,"width":768,"height":13}},{"id":"84b3ff81-7abe-4961-8aed-710a1b906b44","block_type":"box","text":"recommendations as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance","page_number":86,"box":{"x":60,"y":846,"width":783,"height":13}},{"id":"f1867fc7-f53c-4037-b302-d5916fcdb2f3","block_type":"box","text":"requirements, or as may be otherwise required by applicable law.","page_number":86,"box":{"x":60,"y":862,"width":451,"height":12}},{"id":"7c406f82-9fc4-4489-b36d-1913e987420b","block_type":"box","text":"A-2","page_number":86,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"f6bcb0bf-3afe-4603-85b2-c5b98cfecfc0","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":87,"box":{"x":59,"y":67,"width":868,"height":12}},{"id":"3aad90d2-39da-4bd6-ad8b-39ee6e2f5ab4","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":87,"box":{"x":60,"y":82,"width":868,"height":12}},{"id":"b2e116cd-8ffc-4c52-b5fe-7fc69e84da28","block_type":"box","text":"The Guidelines set forth BlackRock’s approach to recalling securities on loan in connection with proxy voting.","page_number":87,"box":{"x":59,"y":97,"width":763,"height":12}},{"id":"a25a812d-73be-455e-85e7-4d70dc2eec45","block_type":"box","text":"Reports to the Board","page_number":87,"box":{"x":60,"y":123,"width":147,"height":13}},{"id":"251545be-a2f7-445b-83af-18923ec896a2","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":87,"box":{"x":60,"y":150,"width":859,"height":12}},{"id":"5ab9fd45-621b-464e-9442-8ce475d8ebca","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":87,"box":{"x":60,"y":165,"width":862,"height":12}},{"id":"394adf68-cc98-42d8-992d-d6e8474b71ab","block_type":"box","text":"Guidelines and (2) any material changes to the Guidelines, including material changes to conflicts management practices,","page_number":87,"box":{"x":59,"y":180,"width":854,"height":12}},{"id":"6af341ec-ce85-4386-ad56-7b1fce6986e7","block_type":"box","text":"that have not previously been reported.","page_number":87,"box":{"x":59,"y":195,"width":274,"height":12}},{"id":"aaecea9a-4af7-4018-9ec8-bd8c0da7db7e","block_type":"box","text":"Appendix A","page_number":87,"box":{"x":59,"y":222,"width":85,"height":12}},{"id":"f568b99a-ae15-4fe2-8b01-54f5e7d6a50d","block_type":"box","text":"BlackRock U.S. Carbon Transition Readiness ETF","page_number":87,"box":{"x":60,"y":248,"width":336,"height":10}},{"id":"72baee63-146d-4eda-9dfa-22cc3efbdd8d","block_type":"box","text":"BlackRock World ex U.S. Carbon Transition Readiness ETF","page_number":87,"box":{"x":60,"y":274,"width":402,"height":10}},{"id":"24928235-cebe-45eb-a6cf-7d23d419443d","block_type":"box","text":"A-3","page_number":87,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"7502d3dc-26b1-4918-a03b-9e06280fcd76","block_type":"box","text":"BlackRock Active Investment Stewardship","page_number":88,"box":{"x":139,"y":67,"width":721,"height":30}},{"id":"6f94df52-5ce7-4683-aaec-0499a8a6a21e","block_type":"box","text":"Global Engagement and Voting Guidelines","page_number":88,"box":{"x":59,"y":111,"width":304,"height":12}},{"id":"26555d35-3143-4eaf-9d51-b997091bd173","block_type":"box","text":"Effective as of January 2025","page_number":88,"box":{"x":76,"y":137,"width":198,"height":13}},{"id":"117c9653-58cc-42e4-8cee-dc6cae289c3e","block_type":"box","text":"Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4","page_number":88,"box":{"x":141,"y":199,"width":716,"height":10}},{"id":"1ce6d652-e3bd-4c6a-b1ab-b3e54e1ccec2","block_type":"box","text":"Introduction to BlackRock","page_number":88,"box":{"x":141,"y":218,"width":181,"height":10}},{"id":"4f6b3b66-da3c-401a-99a8-b3bf9e6b07ef","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-4","page_number":88,"box":{"x":326,"y":218,"width":531,"height":10}},{"id":"d3be6902-859b-4451-b205-c23b65a7f6f5","block_type":"box","text":"About BlackRock Active Investment Stewardship","page_number":88,"box":{"x":140,"y":237,"width":340,"height":12}},{"id":"9ae20314-d662-45b3-96bf-73fdc75b12b9","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5","page_number":88,"box":{"x":483,"y":237,"width":373,"height":9}},{"id":"bf9aaca3-a1e6-4746-aaed-5ad1e4bc9e65","block_type":"box","text":"Our approach to stewardship within active equities","page_number":88,"box":{"x":141,"y":256,"width":356,"height":12}},{"id":"91da0f60-b1c4-4476-9444-aeaa6103d8f6","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5","page_number":88,"box":{"x":502,"y":256,"width":354,"height":9}},{"id":"8d703f6a-899c-42b1-ae6f-664c56605d11","block_type":"box","text":"Our approach to stewardship within fixed income","page_number":88,"box":{"x":141,"y":274,"width":346,"height":13}},{"id":"6a22cf80-2b73-431d-b32a-cb370618a0ed","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-5","page_number":88,"box":{"x":489,"y":275,"width":367,"height":9}},{"id":"bb0b448c-0672-4700-908c-c69e76d4fef2","block_type":"box","text":"Boards of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-6","page_number":88,"box":{"x":141,"y":293,"width":716,"height":10}},{"id":"73caa384-c34b-45a4-a8df-2afe278e45ef","block_type":"box","text":"Executive compensation","page_number":88,"box":{"x":141,"y":313,"width":169,"height":12}},{"id":"e4052ad4-65fa-4a10-b07b-74761550d515","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-8","page_number":88,"box":{"x":313,"y":313,"width":544,"height":9}},{"id":"85b9a36e-d387-47ab-b0e2-4639fcabb631","block_type":"box","text":"Non-executive director compensation","page_number":88,"box":{"x":141,"y":331,"width":263,"height":13}},{"id":"9d476bad-c98e-471b-84ce-b42c9222e7ee","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9","page_number":88,"box":{"x":411,"y":332,"width":446,"height":9}},{"id":"ac1e516f-a380-42a5-abdc-3eedad7067d7","block_type":"box","text":"Capital structure","page_number":88,"box":{"x":141,"y":350,"width":115,"height":12}},{"id":"23fd050e-2614-4f25-8215-7645c7370fd4","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-9","page_number":88,"box":{"x":261,"y":351,"width":596,"height":9}},{"id":"1f614371-2eae-4099-b807-f5a508ff96d5","block_type":"box","text":"Transactions and special situations","page_number":88,"box":{"x":140,"y":369,"width":245,"height":12}},{"id":"53a0372c-c1a5-4801-8123-b7faef542bef","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-10","page_number":88,"box":{"x":391,"y":370,"width":466,"height":9}},{"id":"fb2810a5-da40-4650-b789-eaee7e5fa835","block_type":"box","text":"Corporate reporting, risk management and audit","page_number":88,"box":{"x":141,"y":388,"width":340,"height":12}},{"id":"144c1b50-9f9e-4209-a918-ab241ce5d146","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-11","page_number":88,"box":{"x":483,"y":388,"width":371,"height":10}},{"id":"3ae003ff-122e-49cb-85e4-ab3f70e73e8e","block_type":"box","text":"Shareholder rights and protections","page_number":88,"box":{"x":140,"y":407,"width":243,"height":12}},{"id":"99c24c30-3981-4a76-b3d9-cd528bb47432","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-12","page_number":88,"box":{"x":391,"y":407,"width":466,"height":9}},{"id":"189976c8-db8a-47e4-82fb-dd0ac96a50d0","block_type":"box","text":"Shareholder proposals","page_number":88,"box":{"x":140,"y":426,"width":157,"height":12}},{"id":"d4868620-514c-472c-83c7-2afa612498bb","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":88,"box":{"x":300,"y":426,"width":556,"height":9}},{"id":"db6eade7-c2f3-43ae-9e54-00e674c32aae","block_type":"box","text":"Corporate political activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":88,"box":{"x":141,"y":445,"width":715,"height":12}},{"id":"cdff1f53-9125-49bd-aed1-74d5c600cae2","block_type":"box","text":"Sustainability, or environmental and social, considerations","page_number":88,"box":{"x":140,"y":463,"width":406,"height":13}},{"id":"8a4767c3-9e88-464d-859a-0386fa3fd205","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-13","page_number":88,"box":{"x":548,"y":464,"width":308,"height":9}},{"id":"67b5e5ac-f205-462d-8f53-32b0e95a3d20","block_type":"box","text":"Key stakeholders","page_number":88,"box":{"x":141,"y":482,"width":116,"height":13}},{"id":"fa42bec6-5a26-494f-86fa-39fb42e704ff","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-14","page_number":88,"box":{"x":261,"y":483,"width":596,"height":9}},{"id":"fb540989-5296-497f-b6e8-c7fb66bd0379","block_type":"box","text":"Climate and decarbonization investment objectives","page_number":88,"box":{"x":141,"y":501,"width":356,"height":13}},{"id":"12e2bb72-5d0a-41a8-8a85-65b6c7d93e28","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-14","page_number":88,"box":{"x":502,"y":502,"width":355,"height":9}},{"id":"f7d438a4-438c-41d3-9845-0e145310f338","block_type":"box","text":"Appendix 1: How we fulfil and oversee our active investment stewardship responsibilities","page_number":88,"box":{"x":140,"y":520,"width":621,"height":12}},{"id":"ab65c7aa-e149-4884-a85e-9f5d4757c1c6","block_type":"box","text":". . . . . . . . . .A-14","page_number":88,"box":{"x":763,"y":521,"width":94,"height":9}},{"id":"eed266a1-3204-44be-9323-3757a8102f18","block_type":"box","text":"Overview","page_number":88,"box":{"x":59,"y":553,"width":67,"height":10}},{"id":"de8fc56f-adf4-4ad8-a40d-8650bb2897d5","block_type":"box","text":"This document provides high level guidance on how BlackRock Active Investment Stewardship (BAIS) views corporate","page_number":88,"box":{"x":59,"y":579,"width":828,"height":13}},{"id":"0554f093-869c-4def-93d2-207b13eedeb4","block_type":"box","text":"governance matters that are commonly put to a shareholder vote, or on which investors engage with issuers. BAIS works in","page_number":88,"box":{"x":59,"y":594,"width":865,"height":13}},{"id":"864ea5ac-a67c-4732-97f2-31ce18f22020","block_type":"box","text":"partnership with BlackRock’s investment teams, excluding index equity, providing expertise on investment stewardship,","page_number":88,"box":{"x":59,"y":610,"width":835,"height":12}},{"id":"e22390fc-3768-4d00-912b-e5bf43bb9ae6","block_type":"box","text":"engaging with companies on behalf of those teams when appropriate, and assisting in recommending, operationalizing and","page_number":88,"box":{"x":59,"y":625,"width":868,"height":12}},{"id":"d47120e9-10f7-4999-bf43-05b3b3a0300b","block_type":"box","text":"reporting on voting decisions. The guidance informs BAIS’ voting recommendations to BlackRock’s active portfolio","page_number":88,"box":{"x":60,"y":640,"width":802,"height":12}},{"id":"b3ad9006-166d-4705-8832-c88139477b43","block_type":"box","text":"managers. It applies to active equity holdings in BlackRock’s fundamental equity, systematic equity and multi-asset solutions","page_number":88,"box":{"x":60,"y":655,"width":872,"height":12}},{"id":"9e788239-2f0d-46ef-96a6-9f19207481fd","block_type":"box","text":"strategies. It also may apply to holdings in BlackRock’s index and active fixed income strategies, to the extent those strategies","page_number":88,"box":{"x":59,"y":670,"width":878,"height":12}},{"id":"46b70324-e5b8-4c72-bc9a-bbc82f3f1c86","block_type":"box","text":"hold voting securities or conduct issuer engagements. The guidelines are not prescriptive as active portfolio managers have","page_number":88,"box":{"x":60,"y":685,"width":864,"height":13}},{"id":"847012c3-9726-4a90-aaef-cf734427a4f2","block_type":"box","text":"discretion as to how they integrate these guidelines within their investment processes in light of their clients’ or funds’","page_number":88,"box":{"x":59,"y":700,"width":827,"height":13}},{"id":"a9907ff9-39f7-4fb2-ab85-e50ed60a2364","block_type":"box","text":"investment objectives. There are separate, independently developed principles and voting policies that are applied to","page_number":88,"box":{"x":60,"y":715,"width":813,"height":13}},{"id":"2bc38abc-68cf-446a-a48f-1ee670f685a0","block_type":"box","text":"BlackRock’s index equity investments by a distinct and independent function, BlackRock Investment Stewardship.","page_number":88,"box":{"x":60,"y":731,"width":792,"height":12}},{"id":"615b4f7e-3225-42bc-adbe-1c5178807287","block_type":"box","text":"Introduction to BlackRock","page_number":88,"box":{"x":60,"y":757,"width":187,"height":10}},{"id":"213ca80b-b03b-4cde-8c5b-ff99bd4b1029","block_type":"box","text":"BlackRock’s purpose is to help more and more people experience financial well-being. We manage assets on behalf of","page_number":88,"box":{"x":60,"y":783,"width":825,"height":13}},{"id":"fcdec249-39cf-402e-96fb-345b20022012","block_type":"box","text":"institutional and individual clients, across a full spectrum of investment strategies, asset classes, and regions. Our client base","page_number":88,"box":{"x":60,"y":799,"width":871,"height":12}},{"id":"edcde853-75c0-4263-8bcd-843409704d7e","block_type":"box","text":"includes pension plans, endowments, foundations, charities, official institutions, insurers, and other financial institutions, as","page_number":88,"box":{"x":60,"y":814,"width":865,"height":12}},{"id":"86df8386-d09c-4a22-891e-8bc6395feab9","block_type":"box","text":"well as individuals around the world.","page_number":88,"box":{"x":59,"y":829,"width":255,"height":10}},{"id":"dd7ac1bc-010b-48d9-a64c-7a3ac649e58d","block_type":"box","text":"A-4","page_number":88,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"ff412e4d-8f40-40bc-9e14-df692ec379e9","block_type":"box","text":"About BlackRock Active Investment Stewardship","page_number":89,"box":{"x":59,"y":67,"width":350,"height":12}},{"id":"5b2203a1-9446-4b57-86c1-58eb6046f4fd","block_type":"box","text":"BlackRock Active Investment Stewardship (BAIS) is a specialist team within the Portfolio Management Group and manages","page_number":89,"box":{"x":60,"y":93,"width":860,"height":12}},{"id":"850449b2-312b-4352-9514-69226d768446","block_type":"box","text":"BlackRock’s stewardship engagement and voting on behalf of clients invested in active strategies globally. BAIS is also","page_number":89,"box":{"x":60,"y":108,"width":822,"height":13}},{"id":"c910ad22-c946-41c0-b11c-1aa871eac434","block_type":"box","text":"responsible for engagement with issuers in index fixed income strategies, where appropriate. Our activities are informed by","page_number":89,"box":{"x":60,"y":123,"width":861,"height":13}},{"id":"ca47be53-9b9b-412c-85c0-2e1a1eda6a38","block_type":"box","text":"these Global Engagement and Voting Guidelines (“the Guidelines”) and insights from active investment analysts and portfolio","page_number":89,"box":{"x":59,"y":138,"width":879,"height":13}},{"id":"319d4129-006e-4078-8344-78e5cfb29d0b","block_type":"box","text":"managers, with whom we work closely in engaging companies and voting at shareholder meetings.","page_number":89,"box":{"x":60,"y":154,"width":697,"height":12}},{"id":"e85f0132-72e7-49e6-a891-7069b1f6077c","block_type":"box","text":"Engagement with public companies is the foundation of our approach to stewardship within fundamental active investing.","page_number":89,"box":{"x":60,"y":180,"width":856,"height":12}},{"id":"cc9066ac-b3c8-4eb4-ade6-3f3cd9fd0677","block_type":"box","text":"Through direct dialogue with company leadership, we seek to understand their businesses and how they manage risks and","page_number":89,"box":{"x":59,"y":195,"width":861,"height":12}},{"id":"8f8afcab-2449-402e-9c1f-09ed8ed1814c","block_type":"box","text":"opportunities to deliver durable, risk adjusted financial returns. Generally, portfolio managers and stewardship specialists","page_number":89,"box":{"x":59,"y":210,"width":845,"height":13}},{"id":"9b456f9f-c7c6-4074-91a4-4a48e561d55f","block_type":"box","text":"engage jointly on substantive matters. Our discussions focus on topics relevant to a company’s success over time including","page_number":89,"box":{"x":59,"y":225,"width":863,"height":13}},{"id":"b046979b-6431-42ac-946f-a693f0644ca5","block_type":"box","text":"governance and leadership, corporate strategy, capital structure and financial performance, operations and sustainability","page_number":89,"box":{"x":59,"y":240,"width":851,"height":13}},{"id":"40438cc2-3cf0-457c-95e3-7406ffe946c4","block_type":"box","text":"related risks, as well as macro-economic, geopolitical and sector dynamics. We aim to be constructive investors and are","page_number":89,"box":{"x":60,"y":256,"width":836,"height":12}},{"id":"dc54a1a3-f125-4775-af13-cb6ae65f9269","block_type":"box","text":"generally supportive of management teams that have a track record of financial value creation. We aim to build and maintain","page_number":89,"box":{"x":59,"y":271,"width":874,"height":12}},{"id":"4c0a8160-a694-432d-9047-305d4e6fb9cc","block_type":"box","text":"strong relationships with company leadership based on open dialogue and mutual respect.","page_number":89,"box":{"x":59,"y":286,"width":635,"height":12}},{"id":"dd6dd3ad-5d00-43f1-9b69-b24ebca41423","block_type":"box","text":"Different active equity strategies may implement these voting guidelines differently, as a result of the latitude the portfolio","page_number":89,"box":{"x":60,"y":312,"width":849,"height":13}},{"id":"86c7c2f6-b2a9-4b31-8ba1-e7b95510c72c","block_type":"box","text":"manager has to make independent voting decisions aligned with their portfolio objectives and investment strategy. For","page_number":89,"box":{"x":60,"y":327,"width":830,"height":13}},{"id":"b388f486-6604-44ad-8910-ddc86a4d8ed8","block_type":"box","text":"example, BAIS will generally vote the holdings in Systematic Active Equity portfolios in accordance with these guidelines. We","page_number":89,"box":{"x":59,"y":343,"width":870,"height":12}},{"id":"f115637a-62e7-41a0-92f1-83c426eb60f8","block_type":"box","text":"provide voting recommendations to fundamental equity portfolio managers, who may determine to vote differently based on","page_number":89,"box":{"x":59,"y":358,"width":875,"height":12}},{"id":"30056d55-0826-422e-878b-425ab61ed1a5","block_type":"box","text":"their portfolio investment objectives and strategy.","page_number":89,"box":{"x":59,"y":373,"width":345,"height":12}},{"id":"74032816-c43d-4586-90c6-143c3b6b5e78","block_type":"box","text":"These guidelines discuss corporate governance topics on which we may engage with management teams and board","page_number":89,"box":{"x":59,"y":399,"width":818,"height":13}},{"id":"c9041f6f-b426-4de1-bc5e-5d75f954de12","block_type":"box","text":"directors","page_number":89,"box":{"x":59,"y":414,"width":61,"height":10}},{"id":"9462cdef-83fa-40f5-a726-de3215a579a8","block_type":"box","text":"(1)","page_number":89,"box":{"x":121,"y":412,"width":14,"height":8}},{"id":"a5f12a7f-cc0d-4431-9d51-e531ffdbbcbd","block_type":"box","text":"and matters that routinely come to a shareholder vote. We recognize that accepted corporate governance norms","page_number":89,"box":{"x":141,"y":414,"width":789,"height":13}},{"id":"3047b35a-1033-4056-8a11-95d870d0edbe","block_type":"box","text":"can differ across markets, and believe these guidelines represent globally applicable elements of governance that support a","page_number":89,"box":{"x":59,"y":429,"width":860,"height":13}},{"id":"b5909196-86ab-470b-bfde-27c7919ae8bd","block_type":"box","text":"company’s ability to manage material risks and opportunities and deliver financial returns to investors. Generally, we believe","page_number":89,"box":{"x":59,"y":445,"width":866,"height":12}},{"id":"f85a176a-0b88-42f3-a05a-0f5bef061673","block_type":"box","text":"companies should observe accepted corporate governance norms within their local markets or, particularly in markets","page_number":89,"box":{"x":59,"y":460,"width":827,"height":12}},{"id":"47eb5597-2e66-40a7-8841-4454f537071d","block_type":"box","text":"without well-established norms, aspire to widely recognized international best practices. As one of many minority","page_number":89,"box":{"x":59,"y":475,"width":796,"height":12}},{"id":"a09cb484-7b43-49b4-b6f1-50ff4f096337","block_type":"box","text":"shareholders, BlackRock cannot – and does not try to – direct a company’s strategy or its implementation. We look to","page_number":89,"box":{"x":59,"y":490,"width":820,"height":12}},{"id":"d8219fcc-b109-4356-a5b2-7dc6adba35a2","block_type":"box","text":"companies to provide disclosures that explain how their approach to corporate governance best aligns with the financial","page_number":89,"box":{"x":59,"y":505,"width":842,"height":12}},{"id":"8111cb9e-9eea-4b1f-8be9-db08d90605e7","block_type":"box","text":"interests of their investors.","page_number":89,"box":{"x":60,"y":520,"width":183,"height":10}},{"id":"619f8e2e-3241-4ebf-ae9d-71b98a9a291a","block_type":"box","text":"Our approach to stewardship within active equities","page_number":89,"box":{"x":59,"y":547,"width":368,"height":12}},{"id":"4d3d72cb-8de5-45e4-98ab-9726022d74e1","block_type":"box","text":"As shareholders of public companies, BlackRock’s clients have certain fundamental rights, including the right to vote on","page_number":89,"box":{"x":59,"y":573,"width":838,"height":12}},{"id":"45d9c46b-fb84-4f99-ac99-253beec0f97d","block_type":"box","text":"proposals put forth by a company’s management or its shareholders. The voting rights attached to these clients’ holdings are","page_number":89,"box":{"x":59,"y":588,"width":877,"height":13}},{"id":"b5fb7083-a1f4-4ebd-8f3d-42f1e94fe154","block_type":"box","text":"an important mechanism for investors to express support for, or concern about, a company’s performance. As a fiduciary,","page_number":89,"box":{"x":59,"y":603,"width":851,"height":13}},{"id":"35e91a01-4946-4be2-aa8c-d077eff3dc89","block_type":"box","text":"BlackRock is legally required to make proxy voting determinations, on behalf of clients who have delegated voting authority","page_number":89,"box":{"x":60,"y":618,"width":863,"height":13}},{"id":"58c75206-0102-4d21-bd46-e43f9f986df5","block_type":"box","text":"to us, in a manner that is consistent with their investment objectives.","page_number":89,"box":{"x":59,"y":634,"width":481,"height":12}},{"id":"1a8c2bb2-9c2c-4511-aa38-3032ccbceb6d","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":89,"box":{"x":60,"y":660,"width":876,"height":12}},{"id":"4b9a9bb5-dfa7-4bac-b3ec-4f6481f7bf7a","block_type":"box","text":"vote against management recommendations when we have concerns about how companies are serving the financial","page_number":89,"box":{"x":59,"y":675,"width":820,"height":12}},{"id":"91396066-1ffe-40b4-a688-3b5460593e4d","block_type":"box","text":"interests of our clients as their shareholders. We take a globally consistent approach to voting but consider the different","page_number":89,"box":{"x":60,"y":690,"width":835,"height":13}},{"id":"02c582ec-2b79-4e3b-bb9a-cf34418ebab6","block_type":"box","text":"corporate governance regulations and norms in various markets. Votes are determined on a case-by-case basis, in the","page_number":89,"box":{"x":59,"y":705,"width":825,"height":13}},{"id":"7bb3664d-8554-4114-974d-cad62cc5d72e","block_type":"box","text":"context of a company’s situation and the investment mandate we have from clients. Please see page 16 for more information","page_number":89,"box":{"x":59,"y":720,"width":875,"height":13}},{"id":"bc02b347-8657-4f5c-adfc-d6f2f41f193b","block_type":"box","text":"about how we fulfil and oversee BlackRock’s non-index equity investment stewardship responsibilities.","page_number":89,"box":{"x":59,"y":736,"width":717,"height":12}},{"id":"d8674c8f-4e17-4b37-ace8-16f15949ec9e","block_type":"box","text":"Our approach to stewardship within fixed income","page_number":89,"box":{"x":59,"y":762,"width":358,"height":12}},{"id":"0c5f5b74-2118-42fd-ab6c-253a85e61473","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":89,"box":{"x":59,"y":788,"width":880,"height":13}},{"id":"8b72cd45-9dcd-4cfe-8ab6-3e3a25beee9c","block_type":"box","text":"fixed income investment strategies at BlackRock, particularly those with sustainability objectives in addition to financial","page_number":89,"box":{"x":59,"y":804,"width":833,"height":12}},{"id":"bb0f1ae7-4a2f-4a9a-9d69-e6e9c41e1ca4","block_type":"box","text":"objectives. Most corporate governance-related fixed income engagements are undertaken in conjunction with the active","page_number":89,"box":{"x":59,"y":819,"width":844,"height":12}},{"id":"6c3e2f9f-e4cc-4d0c-8dc2-2fea8738a655","block_type":"box","text":"investment stewardship team, and often active equity investors. In addition to the topics listed below, engagement with fixed","page_number":89,"box":{"x":60,"y":834,"width":873,"height":12}},{"id":"5f348b1d-1d81-4ce4-b223-9e931f0d34de","block_type":"box","text":"(1) References to the board, board directors or non-executive directors should be understood to include supervisory boards and their members, where","page_number":89,"box":{"x":59,"y":879,"width":855,"height":9}},{"id":"0514485f-8993-4184-a152-9d0b42fd9483","block_type":"box","text":"relevant.","page_number":89,"box":{"x":92,"y":891,"width":46,"height":8}},{"id":"f4650d44-cb2e-407c-ae21-6eff3e7fec7d","block_type":"box","text":"A-5","page_number":89,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"c02d3ba2-2df4-4606-8a86-eb1d26c4d70b","block_type":"box","text":"income investment teams can help inform an issuer’s approach to structuring specialist issuances, such as green bonds, and","page_number":90,"box":{"x":60,"y":67,"width":872,"height":12}},{"id":"2490b34d-f51f-4de8-b7ae-16bacc828a3d","block_type":"box","text":"the standard terms and information in bond documentation.","page_number":90,"box":{"x":59,"y":82,"width":424,"height":9}},{"id":"a215a3fb-030f-494a-99b3-ce8c5cac69c5","block_type":"box","text":"Boards of Directors","page_number":90,"box":{"x":60,"y":108,"width":138,"height":10}},{"id":"35d17b4b-57c9-44c3-9000-f7fd559970a2","block_type":"box","text":"Roles and responsibilities","page_number":90,"box":{"x":76,"y":135,"width":182,"height":12}},{"id":"2780d56a-6b95-4815-863d-b0fc1a64cae8","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":90,"box":{"x":59,"y":161,"width":852,"height":12}},{"id":"b10cda83-722d-4ad9-b5c3-6d5fa613da8f","block_type":"box","text":"able to advise and supervise management in an independent and objective manner","page_number":90,"box":{"x":59,"y":176,"width":583,"height":13}},{"id":"b40dac22-7748-4df0-8d99-abc562880a3b","block_type":"box","text":"(2)","page_number":90,"box":{"x":643,"y":174,"width":14,"height":8}},{"id":"61719035-c326-4bcc-b747-3d3e0a5a1b2f","block_type":"box","text":".","page_number":90,"box":{"x":659,"y":184,"width":2,"height":2}},{"id":"9f9687e3-aab9-46a3-a2ba-fa07084852ad","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":90,"box":{"x":59,"y":203,"width":849,"height":12}},{"id":"97294eb1-c846-454e-8f94-68996e7ca9fc","block_type":"box","text":"company’s strategy, purpose and culture. These constructs are interdependent and, when aligned, can better position a","page_number":90,"box":{"x":59,"y":218,"width":836,"height":12}},{"id":"df44d3eb-4f37-4f8c-95bc-6c35dd6da1e9","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":90,"box":{"x":59,"y":233,"width":833,"height":12}},{"id":"5d00fd88-d1f8-44d5-b38a-ec6f04876289","block_type":"box","text":"misconduct, and attract and retain the caliber of workers necessary to deliver financial performance over time.","page_number":90,"box":{"x":60,"y":248,"width":771,"height":12}},{"id":"8a43c96a-69ee-480d-b726-068dda118d49","block_type":"box","text":"In promoting the success of the company, the board ensures the necessary resources, policies and procedures are in place to","page_number":90,"box":{"x":60,"y":274,"width":873,"height":13}},{"id":"50591243-cdae-4800-ae14-b791b5d087d9","block_type":"box","text":"help management meet its strategic objectives within an agreed risk tolerance.","page_number":90,"box":{"x":60,"y":290,"width":550,"height":12}},{"id":"abf4f0e6-2d11-4acf-bdd5-a0aaf4c99e1d","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":90,"box":{"x":59,"y":316,"width":848,"height":12}},{"id":"2184b91b-aa68-4f93-b229-ead0a0baa628","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":90,"box":{"x":60,"y":331,"width":848,"height":13}},{"id":"be324d8f-6834-42ad-b209-e65e3f54e577","block_type":"box","text":"determining executive compensation, ensuring a rigorous audit, overseeing strategy execution and risk management and","page_number":90,"box":{"x":59,"y":346,"width":850,"height":13}},{"id":"66f3c4a5-82a5-4d7b-adc3-918ab3c10ab9","block_type":"box","text":"engaging with shareholders, and other stakeholders, as necessary.","page_number":90,"box":{"x":59,"y":361,"width":464,"height":13}},{"id":"3db0375f-764b-4725-bb9e-cbf919f3b26c","block_type":"box","text":"Composition and effectiveness","page_number":90,"box":{"x":59,"y":388,"width":221,"height":12}},{"id":"616a9d39-f65a-42ab-b7c0-16fc0a6623bf","block_type":"box","text":"Appointment process","page_number":90,"box":{"x":75,"y":415,"width":156,"height":12}},{"id":"e15987fd-4a06-4dcb-b083-ca6c5f52fea8","block_type":"box","text":"A formal and transparent process for identifying and appointing director candidates is critical to ensuring the board is","page_number":90,"box":{"x":59,"y":441,"width":823,"height":12}},{"id":"17a496e1-52a2-4069-941f-5d2b12756f57","block_type":"box","text":"composed of directors with the appropriate mix of skills and experience. The board or a sub-committee should determine","page_number":90,"box":{"x":59,"y":456,"width":853,"height":12}},{"id":"9f433983-1240-4556-a059-83e53bdf2621","block_type":"box","text":"the general criteria given the company’s circumstances (e.g., sector, maturity, geographic footprint) and any additional","page_number":90,"box":{"x":59,"y":471,"width":829,"height":12}},{"id":"171e4b9c-447e-47cb-b25c-f86f508838ba","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":90,"box":{"x":59,"y":486,"width":850,"height":12}},{"id":"cfd559eb-c1a2-495a-8627-b3477c874002","block_type":"box","text":"companies to review the skills and experience of incumbent directors to identify any gaps and whether a director candidate’s","page_number":90,"box":{"x":59,"y":501,"width":875,"height":13}},{"id":"bc6f6248-a11c-48d0-bc29-1684dca4b75a","block_type":"box","text":"characteristics would be additive. We welcome disclosures that explain how the board considered different skills,","page_number":90,"box":{"x":59,"y":516,"width":788,"height":13}},{"id":"5fc5ceac-f3d9-4c6f-9129-bdee2a8fc06c","block_type":"box","text":"backgrounds and experience to ensure the directors collectively can be effective in fulfilling their responsibilities. We assess a","page_number":90,"box":{"x":60,"y":531,"width":871,"height":13}},{"id":"b10f44f1-2f6d-40c2-911e-a6b0d96bbf70","block_type":"box","text":"company’s board composition against that of its peer group and local market requirements.","page_number":90,"box":{"x":59,"y":547,"width":642,"height":12}},{"id":"52f382a5-5b3e-4e84-ac4d-e7f2332acfa2","block_type":"box","text":"Shareholders periodically vote to elect, remove and nominate directors to serve on the board. We may vote against the","page_number":90,"box":{"x":59,"y":573,"width":828,"height":12}},{"id":"918aa5f4-4ec1-4dc0-9db2-121f8d00d6a2","block_type":"box","text":"election of the most senior independent director, or the chair of the relevant committee, where a company has not","page_number":90,"box":{"x":59,"y":588,"width":801,"height":13}},{"id":"1d5c14d2-0594-4407-b64d-e2fffd5b80dd","block_type":"box","text":"demonstrated it has an appointment process that results in a high functioning board with the appropriate complement of","page_number":90,"box":{"x":59,"y":603,"width":854,"height":13}},{"id":"5361e232-5da5-457f-88d5-7a6ec1b4c08e","block_type":"box","text":"skills, backgrounds and experience amongst the directors to support strong financial performance over time. We may vote","page_number":90,"box":{"x":59,"y":618,"width":856,"height":13}},{"id":"e55a3050-d914-4b39-a8b3-d4462f079f05","block_type":"box","text":"against newly nominated directors who do not seem to have the appropriate skills or experience to contribute to the board’s","page_number":90,"box":{"x":59,"y":634,"width":872,"height":12}},{"id":"c90b8446-8e15-483c-9170-90a3bc0e1f55","block_type":"box","text":"effectiveness.","page_number":90,"box":{"x":59,"y":649,"width":93,"height":9}},{"id":"ebfb0279-96d2-4555-a792-584199e4a951","block_type":"box","text":"Independence","page_number":90,"box":{"x":76,"y":675,"width":102,"height":12}},{"id":"3bb1bca4-42ad-43af-a53f-b9ecb7855e7f","block_type":"box","text":"Director independence from management, significant shareholders or other stakeholders (e.g., government or employees) is","page_number":90,"box":{"x":60,"y":702,"width":871,"height":12}},{"id":"1364a174-d613-42dd-a6ec-88e6fc4209f5","block_type":"box","text":"of paramount importance to the protection of the interests of minority shareholders such as BlackRock’s clients. At least half","page_number":90,"box":{"x":59,"y":717,"width":875,"height":12}},{"id":"78df3ec3-7995-4e15-9c69-c3dbd903b3b8","block_type":"box","text":"of the directors should be independent and free from conflicts of interest or undue influence","page_number":90,"box":{"x":59,"y":732,"width":647,"height":12}},{"id":"5e7eb5d9-6626-452b-b6af-c5e3528735ac","block_type":"box","text":"(3)","page_number":90,"box":{"x":707,"y":730,"width":14,"height":8}},{"id":"0cec8d84-9f31-4fc7-9173-36caf8d7425f","block_type":"box","text":". This ensures sufficient","page_number":90,"box":{"x":723,"y":732,"width":164,"height":10}},{"id":"cfb72cfd-1d5f-4dc1-87ec-bd7206753b87","block_type":"box","text":"independent directors to have appropriately independent board committees. Companies domiciled in markets with a higher","page_number":90,"box":{"x":60,"y":747,"width":866,"height":12}},{"id":"061bca78-513a-441d-b325-4eacc0613705","block_type":"box","text":"threshold for board independence should meet those requirements.","page_number":90,"box":{"x":59,"y":762,"width":474,"height":12}},{"id":"8df671e5-b09d-4565-962b-68528dfb6ee4","block_type":"box","text":"(2) 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":90,"box":{"x":59,"y":826,"width":871,"height":10}},{"id":"346e76cf-d39f-45a6-8493-0228d0363458","block_type":"box","text":"examples.","page_number":90,"box":{"x":92,"y":838,"width":55,"height":10}},{"id":"fdbd8e89-b290-4560-8d34-d28ce24668f0","block_type":"box","text":"(3) 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":90,"box":{"x":59,"y":853,"width":860,"height":10}},{"id":"22193100-8855-42b0-9147-2b5b6e423f55","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":90,"box":{"x":92,"y":866,"width":809,"height":10}},{"id":"0a12291f-9bea-43fc-b203-40cf6ec371b4","block_type":"box","text":"rest,","page_number":90,"box":{"x":902,"y":867,"width":22,"height":8}},{"id":"d3d70983-51b5-473f-a129-6d64f7b4d9d0","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":90,"box":{"x":92,"y":879,"width":800,"height":9}},{"id":"59a18e5e-fa91-466b-b160-b8548715c8bc","block_type":"box","text":"terests","page_number":90,"box":{"x":892,"y":880,"width":38,"height":6}},{"id":"070a4295-614e-414e-afb7-492b1d56468d","block_type":"box","text":"of the company and shareholders.","page_number":90,"box":{"x":92,"y":891,"width":190,"height":10}},{"id":"ee5985e0-3be5-464b-a344-4ef9b5378e3c","block_type":"box","text":"A-6","page_number":90,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"4da5b5b5-fa8e-4a40-bf63-2e63992fdcb9","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":91,"box":{"x":59,"y":67,"width":788,"height":12}},{"id":"8f47dad0-998e-4d1e-b2b9-ca9a588c9ffd","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":91,"box":{"x":60,"y":82,"width":867,"height":12}},{"id":"7ad1f555-8f52-4353-b6d3-7432e43d18b2","block_type":"box","text":"is a perennial issue.","page_number":91,"box":{"x":60,"y":97,"width":133,"height":12}},{"id":"ae5a62a2-25a7-4715-9404-2003f2541a06","block_type":"box","text":"Independent board leadership","page_number":91,"box":{"x":76,"y":123,"width":217,"height":13}},{"id":"24122758-b4b3-4bc2-ae42-df3af5a4eb00","block_type":"box","text":"Practices across markets differ, as do board structures, but we observe two main approaches to independent board","page_number":91,"box":{"x":60,"y":150,"width":803,"height":12}},{"id":"18e0b318-6e37-4f24-afb3-6f08eed3262f","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":91,"box":{"x":60,"y":165,"width":855,"height":12}},{"id":"0ceb6452-f211-4ab6-b7f2-6f81c73cf790","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":91,"box":{"x":59,"y":180,"width":854,"height":12}},{"id":"e06a457e-f39b-40b5-ac4f-2d4a2b706557","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":91,"box":{"x":60,"y":195,"width":850,"height":12}},{"id":"a91d5f08-d3a6-496d-9e83-6e01dd413fc9","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":91,"box":{"x":59,"y":210,"width":858,"height":13}},{"id":"fe7aa45a-3bc1-4f2e-a34e-7bb428b16469","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":91,"box":{"x":60,"y":225,"width":818,"height":13}},{"id":"d97fb0bc-a83c-46a4-990f-9d55d1632171","block_type":"box","text":"available to investors to discuss board governance matters such as CEO succession, executive pay, and board performance.","page_number":91,"box":{"x":59,"y":240,"width":860,"height":13}},{"id":"ba04d28b-a340-47db-9868-cd4eff68a7b2","block_type":"box","text":"We look to boards to explain their independent board leadership model and how it serves the interests of shareholders.","page_number":91,"box":{"x":59,"y":256,"width":832,"height":12}},{"id":"1a5ec1b9-567a-4c46-8321-b23173693b4a","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":91,"box":{"x":59,"y":282,"width":873,"height":12}},{"id":"8cc79043-2bc5-43dc-99dc-7244c92e795d","block_type":"box","text":"independent leader of the board with clear responsibilities for board performance. We may vote against the most senior","page_number":91,"box":{"x":60,"y":297,"width":837,"height":13}},{"id":"c8decef7-0a68-4ac5-9d32-1394ff82c0dc","block_type":"box","text":"independent director if the board has a policy of not engaging with shareholders.","page_number":91,"box":{"x":60,"y":312,"width":566,"height":13}},{"id":"5d789f65-9fc4-4dc8-a64c-de7a6f66d3ef","block_type":"box","text":"Tenure and succession","page_number":91,"box":{"x":75,"y":339,"width":165,"height":9}},{"id":"51a174ea-e722-4d6e-b169-8bf70e76f2c2","block_type":"box","text":"Boards should establish the length of time a director would normally be expected to serve, in line with market norms where","page_number":91,"box":{"x":60,"y":365,"width":863,"height":13}},{"id":"b81737e5-16ba-4607-8c00-48463890e0bb","block_type":"box","text":"those exist. In such markets, we find it helpful when companies disclose their approach to director tenure particularly around","page_number":91,"box":{"x":59,"y":380,"width":875,"height":13}},{"id":"2885c771-c405-4eef-8738-17d5a99f22b4","block_type":"box","text":"the contributions of directors who have served for longer periods than provided for in local practices. In our experience, long","page_number":91,"box":{"x":59,"y":395,"width":876,"height":13}},{"id":"2b5bcd4c-43fe-4d3e-bd7b-e4f03d17822a","block_type":"box","text":"serving directors could become less independent given their relationship with management and involvement in past board","page_number":91,"box":{"x":59,"y":411,"width":857,"height":12}},{"id":"13c8d032-9162-4995-ad08-e94687104d60","block_type":"box","text":"decisions.","page_number":91,"box":{"x":59,"y":426,"width":68,"height":9}},{"id":"53f26d59-889a-4563-aedb-a48959dca8a8","block_type":"box","text":"Succession planning for board roles helps achieve the appropriate cadence of turnover that balances renewal through the","page_number":91,"box":{"x":59,"y":452,"width":851,"height":12}},{"id":"d8d6c1dd-4e3c-4e4b-89a4-58c68b7edd2f","block_type":"box","text":"regular introduction of directors with fresh perspectives and expertise with continuity through the retention of directors with","page_number":91,"box":{"x":60,"y":467,"width":872,"height":13}},{"id":"28ca0ac3-87bc-4d32-8ffd-f2a0d0f92226","block_type":"box","text":"long-term knowledge of the board and company.","page_number":91,"box":{"x":60,"y":482,"width":342,"height":13}},{"id":"05d6d24a-24ef-4296-b4b7-30bf3404e1dc","block_type":"box","text":"In markets where there is not specific director tenure guidance, we may vote against the election of the chair of the","page_number":91,"box":{"x":60,"y":509,"width":805,"height":12}},{"id":"c57157e3-9508-4948-b501-bbd1da12ea1b","block_type":"box","text":"committee responsible for board composition if there is not a clearly disclosed approach to director tenure and board","page_number":91,"box":{"x":59,"y":524,"width":820,"height":12}},{"id":"3d276bb1-8f7e-47ff-b344-c4cc40a3a89d","block_type":"box","text":"renewal. We may vote against the election of directors who have served for longer duration than typical in markets with","page_number":91,"box":{"x":60,"y":539,"width":835,"height":12}},{"id":"904e8c26-4244-48a2-84c9-6632d206a5e6","block_type":"box","text":"specific guidance, where the case for their continued service is not evident.","page_number":91,"box":{"x":59,"y":554,"width":525,"height":13}},{"id":"123e56a8-f81f-46cf-9828-bbf8f54fe3b1","block_type":"box","text":"Capacity","page_number":91,"box":{"x":76,"y":581,"width":62,"height":12}},{"id":"b4868c6f-1abd-4ed2-b385-4111f8d78bfd","block_type":"box","text":"To be effective and engaged, directors must commit appropriate time and energy to the role. A board should assess the","page_number":91,"box":{"x":59,"y":607,"width":836,"height":12}},{"id":"955b49b6-4c63-41a3-949f-d04f7020fbbd","block_type":"box","text":"ability of its members to maintain an appropriate focus on board matters and the company taking into consideration","page_number":91,"box":{"x":59,"y":622,"width":816,"height":13}},{"id":"8ca1edb5-0d39-4368-8dad-b50bba4eac99","block_type":"box","text":"competing responsibilities. We recognize that board leadership roles vary across markets in responsibilities and required time","page_number":91,"box":{"x":59,"y":637,"width":874,"height":13}},{"id":"4af0557a-8905-4ab9-8f7f-6100925d6f0e","block_type":"box","text":"commitment but note that they are generally more intensive than a standard directorship. We will take local norms and","page_number":91,"box":{"x":59,"y":652,"width":834,"height":13}},{"id":"c41ffb82-a359-4b1b-8245-9c5870d2730d","block_type":"box","text":"practices into consideration when making our voting determinations across markets.","page_number":91,"box":{"x":59,"y":668,"width":595,"height":12}},{"id":"1a5436dc-6ae4-49ee-9924-6f9aca7e0a43","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":91,"box":{"x":59,"y":694,"width":858,"height":12}},{"id":"250dc575-9cbf-4002-8a98-d71f35249b5e","block_type":"box","text":"the board and company.","page_number":91,"box":{"x":59,"y":709,"width":169,"height":12}},{"id":"110a49a3-afb5-4182-b37f-5d7c31d603a6","block_type":"box","text":"Director elections","page_number":91,"box":{"x":76,"y":736,"width":127,"height":9}},{"id":"6ad1ff07-d6da-4f62-8538-51449ec3c781","block_type":"box","text":"In support of director accountability to shareholders, directors should stand for election on a regular basis, ideally annually. A","page_number":91,"box":{"x":60,"y":762,"width":874,"height":12}},{"id":"e7c55e0b-da7c-4c17-a526-531725170c0d","block_type":"box","text":"classified board structure may be justified by a company when it needs consistency and stability during a time of transition,","page_number":91,"box":{"x":59,"y":777,"width":863,"height":13}},{"id":"f45978ec-a42b-40fa-842c-8fa1506a76d9","block_type":"box","text":"or on the basis of its business model, e.g., a non-operating company such as closed-end funds.","page_number":91,"box":{"x":59,"y":792,"width":665,"height":13}},{"id":"8e80b86b-23b8-429a-be8f-4c31295c9037","block_type":"box","text":"Shareholders should have the opportunity to evaluate nominated directors individually rather than in bundled slates. We look","page_number":91,"box":{"x":59,"y":819,"width":876,"height":12}},{"id":"6f189b6e-675c-4bc9-a086-b963c81b3770","block_type":"box","text":"to companies to provide sufficient information on each director standing for election so that shareholders can assess their","page_number":91,"box":{"x":59,"y":834,"width":855,"height":12}},{"id":"1b4935cb-4d55-4344-8fab-9749635e4a81","block_type":"box","text":"capabilities and suitability. We will not support the election of directors whose names and biographical details have not been","page_number":91,"box":{"x":59,"y":849,"width":869,"height":12}},{"id":"2601fd4c-a261-4911-a43d-133ac8037c14","block_type":"box","text":"disclosed sufficiently in advance of the shareholder meeting.","page_number":91,"box":{"x":59,"y":864,"width":422,"height":12}},{"id":"5515c922-cb64-4493-8962-9a68d8a28813","block_type":"box","text":"A-7","page_number":91,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"b8acab40-1d92-4905-b0e8-5b38b0552ba3","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":92,"box":{"x":60,"y":67,"width":816,"height":12}},{"id":"5b24d755-2bf9-4786-8958-4163c4e22921","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":92,"box":{"x":60,"y":82,"width":858,"height":12}},{"id":"256c58f5-59c2-4467-8c91-35557c60afa4","block_type":"box","text":"best serves investors’ interests.","page_number":92,"box":{"x":60,"y":97,"width":214,"height":10}},{"id":"cfb4d6da-3a6c-4b2f-a5ff-87bcdd967197","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":92,"box":{"x":59,"y":123,"width":845,"height":13}},{"id":"0143db87-4aaa-4e18-b4d5-5fddf49eeb9b","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":92,"box":{"x":60,"y":138,"width":849,"height":13}},{"id":"4aef162f-cae2-4287-b983-e4565e3e73ec","block_type":"box","text":"slate if we have concerns about the profile or performance of an individual director.","page_number":92,"box":{"x":59,"y":154,"width":581,"height":12}},{"id":"9a400906-3e13-4c58-9c51-4761d0cdcaf7","block_type":"box","text":"Committees","page_number":92,"box":{"x":76,"y":181,"width":86,"height":9}},{"id":"c30f4992-632b-4455-8619-012a7a2e169e","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":92,"box":{"x":59,"y":206,"width":860,"height":13}},{"id":"2a946d4e-6071-4382-82ed-6b74bb0adca0","block_type":"box","text":"human capital, and executive compensation, amongst other matters. We do not prescribe to companies what committees","page_number":92,"box":{"x":60,"y":222,"width":854,"height":12}},{"id":"f09e1fd4-b3c9-43a7-b7d2-47dfc8c97be7","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":92,"box":{"x":59,"y":237,"width":797,"height":12}},{"id":"e7146a42-fa8b-4122-9676-8ae7d5dc65ce","block_type":"box","text":"appropriate. We note that, in some markets, regulation requires such committees. The responsibilities of each committee","page_number":92,"box":{"x":59,"y":252,"width":848,"height":12}},{"id":"fd898655-12ed-4dde-b0c3-42d9f4c14c3d","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":92,"box":{"x":59,"y":267,"width":841,"height":12}},{"id":"05b4c31b-1e00-40e4-bfcc-e9a609660d07","block_type":"box","text":"committees. The board should disclose to shareholders the structure, membership, proportion of independent directors, and","page_number":92,"box":{"x":59,"y":282,"width":873,"height":12}},{"id":"a8ae60a7-743d-404d-9f07-9b5aa8fa43a2","block_type":"box","text":"responsibilities of each committee. The responsibilities we typically see assigned to the three most common committees","page_number":92,"box":{"x":60,"y":297,"width":843,"height":13}},{"id":"50c3b717-f83b-4e9b-b7c5-45b85ab6394c","block_type":"box","text":"include:","page_number":92,"box":{"x":60,"y":312,"width":53,"height":10}},{"id":"f8ab975e-3f38-4f3c-add6-83df474d4bd6","block_type":"box","text":"• Audit and risk – oversight responsibilities for the integrity of financial reporting, risk management and compliance","page_number":92,"box":{"x":92,"y":332,"width":830,"height":13}},{"id":"316e5d3a-31bc-4e4f-aef0-4a89c47bd655","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":92,"box":{"x":124,"y":348,"width":807,"height":12}},{"id":"0d44808f-8eab-41c6-b745-66554277c58b","block_type":"box","text":"whistleblowing mechanisms.","page_number":92,"box":{"x":124,"y":363,"width":203,"height":12}},{"id":"f793e76b-dee9-4f6b-b76c-fa556d492430","block_type":"box","text":"• Nominating, governance and human capital – ensures appropriate corporate governance principles and practices","page_number":92,"box":{"x":92,"y":383,"width":825,"height":12}},{"id":"ba9c7ce4-7c5e-46ea-b92b-a96c50f91c6b","block_type":"box","text":"including the periodic review of board performance; responsible for succession planning for CEO and key board","page_number":92,"box":{"x":125,"y":398,"width":778,"height":12}},{"id":"10cef926-6a69-43ea-af50-c9f679a869f0","block_type":"box","text":"roles, as well as the director appointment process; may also have oversight responsibilities for human capital","page_number":92,"box":{"x":125,"y":413,"width":758,"height":12}},{"id":"1701981a-47e0-494d-9808-b7fb2e4b426b","block_type":"box","text":"management strategies including corporate culture and purpose.","page_number":92,"box":{"x":125,"y":428,"width":456,"height":13}},{"id":"10bc29aa-b04c-4087-a1ad-10b7d0245319","block_type":"box","text":"• Executive compensation – determines the compensation policies and programs for the CEO and other executive","page_number":92,"box":{"x":92,"y":448,"width":817,"height":13}},{"id":"9cf1b1ce-3441-409b-af8a-866660211c9f","block_type":"box","text":"officers, approves annual awards and payments under the policies; may also have oversight responsibilities for firm","page_number":92,"box":{"x":124,"y":463,"width":809,"height":13}},{"id":"e4bfc02c-b3fd-4dce-939e-123dcca628fc","block_type":"box","text":"wide compensation policies.","page_number":92,"box":{"x":124,"y":479,"width":198,"height":12}},{"id":"d88373df-4f8a-4f8d-86d3-60a5ce15ddae","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":92,"box":{"x":59,"y":505,"width":866,"height":12}},{"id":"3ccfd6d9-a92b-4fe9-9522-ddca1ffe56f5","block_type":"box","text":"our concerns and provide feedback on how a committee has undertaken its responsibilities. We may vote against the election","page_number":92,"box":{"x":59,"y":520,"width":878,"height":12}},{"id":"a3dd1def-04d3-43fd-95ad-610decc118c7","block_type":"box","text":"of the most senior non-executive director if there is not a clearly disclosed approach to board committees.","page_number":92,"box":{"x":59,"y":535,"width":742,"height":13}},{"id":"fa000155-2b7d-4ade-a6e9-6510da467fe6","block_type":"box","text":"Board and director evaluation","page_number":92,"box":{"x":76,"y":562,"width":213,"height":9}},{"id":"4f44e8e1-afdd-4e73-a864-60ecc286b4c6","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":92,"box":{"x":59,"y":588,"width":853,"height":13}},{"id":"e449a73b-5e66-4aea-a085-e8614ed96dc8","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":92,"box":{"x":59,"y":603,"width":852,"height":13}},{"id":"aca21baf-223f-412d-bb85-a73a59f6fee7","block_type":"box","text":"objective perspectives to the board on governance and performance. We encourage companies to disclose their approach to","page_number":92,"box":{"x":59,"y":618,"width":871,"height":13}},{"id":"95ea1779-942c-4228-9f0a-4f4ad83d8519","block_type":"box","text":"and objectives of evaluations, including any changes made to the board’s approach as a result.","page_number":92,"box":{"x":59,"y":634,"width":661,"height":12}},{"id":"ef0e3e46-1a57-46a9-8dbc-1f05b8f20e22","block_type":"box","text":"Access to independent advice","page_number":92,"box":{"x":75,"y":660,"width":216,"height":12}},{"id":"92e589bf-624a-4178-ac22-a626276abab7","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":92,"box":{"x":59,"y":686,"width":840,"height":13}},{"id":"4ce2da83-5bec-4892-aaef-a9d7fdd0bee4","block_type":"box","text":"independent advice. When circumstances warrant, boards should be able to retain independent third parties to advise on","page_number":92,"box":{"x":60,"y":702,"width":846,"height":12}},{"id":"38346b62-c93f-4236-b93e-8eee128bd92c","block_type":"box","text":"critical matters. These might include new industry developments such as emergent and disruptive technology, operating","page_number":92,"box":{"x":59,"y":717,"width":844,"height":12}},{"id":"1678ab15-4dbd-42d6-9a22-10afed5b6692","block_type":"box","text":"events with material consequences for the company’s reputation and/or performance, or significant transactions. Board","page_number":92,"box":{"x":59,"y":732,"width":841,"height":12}},{"id":"c52cb25b-f6aa-46f9-8646-f2da7ade2c7c","block_type":"box","text":"committees may similarly retain third parties to advise them on specialist matters such as audit, compensation and","page_number":92,"box":{"x":59,"y":747,"width":806,"height":12}},{"id":"07c5a78c-2c53-4df1-b735-476fe7d905ee","block_type":"box","text":"succession planning.","page_number":92,"box":{"x":59,"y":762,"width":145,"height":12}},{"id":"bbaa4bec-65c0-4cba-8b55-31951f55c58f","block_type":"box","text":"Executive compensation","page_number":92,"box":{"x":60,"y":789,"width":174,"height":12}},{"id":"aea4c8fd-e6d6-4156-a11d-1f3953a96d46","block_type":"box","text":"Boards should establish compensation arrangements that enable the company to recruit, retain and reward the caliber of","page_number":92,"box":{"x":60,"y":815,"width":848,"height":12}},{"id":"0beaace2-e824-441a-b0f4-6d5ebf7b3679","block_type":"box","text":"executive management necessary to lead and operate the company to deliver superior financial returns over time. We focus","page_number":92,"box":{"x":59,"y":830,"width":865,"height":12}},{"id":"fe0d106a-df7c-46f8-b5af-dc5a0a95e45a","block_type":"box","text":"on alignment between variable pay and a company’s financial performance.","page_number":92,"box":{"x":59,"y":845,"width":529,"height":13}},{"id":"7c2d87b5-ad64-4aed-9d64-1d55e618a93a","block_type":"box","text":"Generally, executive compensation arrangements have four components: base salary, annual bonus that rewards","page_number":92,"box":{"x":59,"y":872,"width":788,"height":12}},{"id":"0d24322f-426f-47da-8402-d865658fb84b","block_type":"box","text":"performance against short-term metrics, share-based incentives that reward performance against long-term metrics, and","page_number":92,"box":{"x":59,"y":887,"width":852,"height":12}},{"id":"8bb6c787-d486-44bf-9296-3085f3c39bfb","block_type":"box","text":"A-8","page_number":92,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"c287854b-77e7-4614-a325-60fb52198d25","block_type":"box","text":"pensions and benefits. In our observation, base salary, pensions and benefits are largely set relative to market norms and","page_number":93,"box":{"x":59,"y":67,"width":843,"height":12}},{"id":"25502678-0e46-4923-89b5-3d0b13ba5f90","block_type":"box","text":"benchmarks. The annual bonus and share-based incentive, or variable pay plans, tend to be tailored to the company, its","page_number":93,"box":{"x":60,"y":82,"width":834,"height":12}},{"id":"20355669-9d50-49e3-b2f6-d14e89bd7286","block_type":"box","text":"sector and long-term strategy, as well as the individuals the board is seeking to recruit and motivate.","page_number":93,"box":{"x":59,"y":97,"width":702,"height":12}},{"id":"5175e110-3b43-4b9d-9528-e7d25c19cbb4","block_type":"box","text":"Recognizing the unique circumstances of each company, we determine whether to support a company’s approach to","page_number":93,"box":{"x":60,"y":123,"width":819,"height":13}},{"id":"0e65b658-a7eb-43f5-a742-38d4ad2c8c6c","block_type":"box","text":"executive compensation on a case-by-case basis. We rely on companies providing sufficient quantitative and qualitative","page_number":93,"box":{"x":59,"y":138,"width":837,"height":13}},{"id":"054dfbd0-c16b-4d1e-986a-646685389347","block_type":"box","text":"information in their disclosures to enable shareholders to understand the compensation arrangements and assess the","page_number":93,"box":{"x":60,"y":154,"width":825,"height":12}},{"id":"a96d1dad-26cb-42aa-a6ca-abb40854b91c","block_type":"box","text":"alignment with investors’ interests. Features we look for in compensation arrangements include:","page_number":93,"box":{"x":59,"y":169,"width":673,"height":12}},{"id":"4590e24c-0296-4308-9c8c-a1ec2d768bcf","block_type":"box","text":"• Fixed pay components, including base salary, benefits and prerequisites that are appropriate in the context of the","page_number":93,"box":{"x":92,"y":189,"width":822,"height":12}},{"id":"4e4bbfcb-6789-4185-a205-3c9b84c8710c","block_type":"box","text":"company’s size, sector and market.","page_number":93,"box":{"x":124,"y":204,"width":244,"height":12}},{"id":"1b96f758-7a19-45a2-966c-ccf2bfa3466a","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":93,"box":{"x":92,"y":224,"width":840,"height":12}},{"id":"f4446696-eda2-4bf3-92f4-280c373ded22","block_type":"box","text":"objectives.","page_number":93,"box":{"x":124,"y":239,"width":73,"height":13}},{"id":"6433a2f4-6363-47bb-ba61-f34c6be86e37","block_type":"box","text":"• Long-term incentives that motivate sustained performance across a multi-year period.","page_number":93,"box":{"x":92,"y":259,"width":637,"height":13}},{"id":"19d4b1ee-07dd-4215-97e2-b697cb41f69d","block_type":"box","text":"• A balance between fixed and variable pay, short- and long-term incentives, and specific instruments (cash and","page_number":93,"box":{"x":92,"y":280,"width":805,"height":12}},{"id":"e5aad1f0-e9bb-4c34-a81a-65f6f0963d14","block_type":"box","text":"equity awards) that promotes pay program durability and seldom necessitates one-off, discretionary payments.","page_number":93,"box":{"x":124,"y":295,"width":778,"height":12}},{"id":"a19022f5-72f3-4216-8267-e3b359291b37","block_type":"box","text":"• Outcomes that are consistent with the returns to investors over the relevant time period.","page_number":93,"box":{"x":92,"y":315,"width":651,"height":12}},{"id":"a3f7e967-5e13-4be6-bf21-a282b1f164f8","block_type":"box","text":"• Board discretion, if allowed within the variable pay arrangements, to be used sparingly, responsibly and","page_number":93,"box":{"x":92,"y":335,"width":751,"height":12}},{"id":"48c26891-3a02-40c1-a090-2db825a6d9ad","block_type":"box","text":"transparently.","page_number":93,"box":{"x":124,"y":350,"width":94,"height":12}},{"id":"03a14fc6-825a-45ad-9ef9-cf4f93abe111","block_type":"box","text":"• A requirement, that participants in long-term share-based incentive plans build a meaningful shareholding in the","page_number":93,"box":{"x":92,"y":370,"width":822,"height":13}},{"id":"a9b614fa-4c11-4aad-ada5-055140571ea9","block_type":"box","text":"company within a defined time period, as determined by the board.","page_number":93,"box":{"x":124,"y":385,"width":470,"height":13}},{"id":"10b9b798-d82e-407d-955c-15a4df1bcfed","block_type":"box","text":"• Change of control provisions that appropriately balance the interests of executives and shareholders.","page_number":93,"box":{"x":92,"y":406,"width":737,"height":12}},{"id":"6d9221ff-7071-4e88-b83a-ccf3d65efe30","block_type":"box","text":"• Clawback or malus provisions that allow the company to recoup or hold back variable compensation from","page_number":93,"box":{"x":92,"y":426,"width":774,"height":12}},{"id":"74b28c6c-6558-491c-9330-ca4ff3b112e1","block_type":"box","text":"individuals whose awards were based on fraudulent activities, misstated financial reports, or executive misconduct.","page_number":93,"box":{"x":125,"y":441,"width":805,"height":12}},{"id":"3ca4887f-63ca-4d42-809d-8c6198adcb27","block_type":"box","text":"• Severance arrangements that protect the company’s interests but do not cost more than is contractual.","page_number":93,"box":{"x":92,"y":461,"width":755,"height":12}},{"id":"ccc830dd-b0f8-4bbb-a2ce-d510e2062289","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":93,"box":{"x":59,"y":487,"width":857,"height":13}},{"id":"addd096f-7a33-45e2-ad42-4521c3dc783d","block_type":"box","text":"compensation report where we do not see alignment between executive compensation arrangements and our clients’","page_number":93,"box":{"x":59,"y":503,"width":826,"height":12}},{"id":"dc12a761-9861-405e-90dc-7f6555b2d179","block_type":"box","text":"financial interests. When there is not an alternative, or where there have been multi-year issues with compensation","page_number":93,"box":{"x":59,"y":518,"width":804,"height":12}},{"id":"51e387a3-13b9-4f15-9f63-721f9bcda7fe","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":93,"box":{"x":60,"y":533,"width":874,"height":12}},{"id":"64135ce5-12fb-41c4-b03b-f45117c87ce1","block_type":"box","text":"independent director.","page_number":93,"box":{"x":60,"y":548,"width":148,"height":12}},{"id":"a9c50906-489a-41e5-8b12-d9fc95775c4f","block_type":"box","text":"Non-executive director compensation","page_number":93,"box":{"x":60,"y":574,"width":271,"height":13}},{"id":"eee7e261-b41c-4b2a-bac0-49cde93c7998","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":93,"box":{"x":59,"y":601,"width":875,"height":12}},{"id":"c2640d78-6b4a-4007-8343-93a1f2b80537","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":93,"box":{"x":59,"y":616,"width":846,"height":12}},{"id":"5a8bbcd0-1963-4c46-8bac-198a8c5bee13","block_type":"box","text":"executive directors participating in performance-based incentive plans as doing so may create a conflict of interest and","page_number":93,"box":{"x":59,"y":631,"width":832,"height":12}},{"id":"422dc0be-4b77-492e-84c0-593c00592040","block_type":"box","text":"undermine their independence from management, whom they oversee.","page_number":93,"box":{"x":60,"y":646,"width":500,"height":12}},{"id":"e9744b79-408b-43af-870a-5d5c6d529af4","block_type":"box","text":"Capital structure","page_number":93,"box":{"x":59,"y":673,"width":120,"height":12}},{"id":"de2bd410-2bbd-4195-aeb7-f0a15d91a405","block_type":"box","text":"Boards are responsible for ensuring senior executive leadership has established a capital strategy that achieves appropriate","page_number":93,"box":{"x":60,"y":699,"width":858,"height":12}},{"id":"5aab6ff1-4988-4ac0-ba9c-00d72190ea77","block_type":"box","text":"capital allocation and management in support of long-term financial resilience.","page_number":93,"box":{"x":59,"y":714,"width":553,"height":13}},{"id":"9177900f-c219-4e3a-9ef3-130adc83857c","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":93,"box":{"x":59,"y":741,"width":876,"height":12}},{"id":"6ec2eafa-50c8-43c1-bbe7-b23f054f6b39","block_type":"box","text":"to be aligned with shareholders’ interests. We may vote against management proposals seeking capital-related authorities or","page_number":93,"box":{"x":59,"y":756,"width":874,"height":12}},{"id":"ec99663d-5e47-4372-94b4-469127d1ec7d","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":93,"box":{"x":59,"y":771,"width":872,"height":12}},{"id":"a4bc2c07-b605-4f7a-9ac1-09a178652435","block_type":"box","text":"a shareholder proposal seeking conversion of shares with differentiated voting rights to a one-share, one-vote standard.","page_number":93,"box":{"x":59,"y":786,"width":838,"height":12}},{"id":"4d1db630-a8c1-4337-b249-7b7787f6cb78","block_type":"box","text":"Share issuance","page_number":93,"box":{"x":75,"y":812,"width":108,"height":10}},{"id":"828f34f9-62e9-417f-9d98-58773666438d","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":93,"box":{"x":59,"y":839,"width":807,"height":12}},{"id":"0d43cf28-c28f-43c2-b4b4-2b100d622251","block_type":"box","text":"authorities to issue shares when subject to pre-emptive rights, and up to 20% absent pre-emptive rights. Companies should","page_number":93,"box":{"x":59,"y":854,"width":869,"height":12}},{"id":"bd290e11-4715-403d-91ac-adf8eac12740","block_type":"box","text":"seek regular approval of these authorities to allow shareholders to take into consideration how prior authorities were used, as","page_number":93,"box":{"x":59,"y":869,"width":878,"height":12}},{"id":"68dba3a0-7576-425b-a13f-1a00b938e2b7","block_type":"box","text":"well as the current circumstances of the company and the market environment.","page_number":93,"box":{"x":59,"y":884,"width":557,"height":13}},{"id":"eb369f7a-4ca0-4ae9-b8c2-ba1f691a4296","block_type":"box","text":"A-9","page_number":93,"box":{"x":486,"y":916,"width":25,"height":9}},{"id":"b57ddff0-9222-497b-a4eb-5f9c63b80339","block_type":"box","text":"Share buybacks","page_number":94,"box":{"x":75,"y":67,"width":114,"height":12}},{"id":"a67af44c-d53c-4fdb-845f-d42546f37226","block_type":"box","text":"We assess share buyback proposals in the context of the company’s disclosed capital management strategy and","page_number":94,"box":{"x":59,"y":93,"width":785,"height":12}},{"id":"c42eaa7e-a0cc-4f41-a7cf-dedc6ef246be","block_type":"box","text":"management’s determination of the appropriate balance between investment that supports the long-term growth of the","page_number":94,"box":{"x":60,"y":108,"width":844,"height":13}},{"id":"9044e72f-26dc-4b31-b68e-20c6dee06b37","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":94,"box":{"x":59,"y":123,"width":872,"height":13}},{"id":"02aad88a-5cea-4555-b56f-33d1e642d374","block_type":"box","text":"balance sheet and executive compensation arrangements and the price at which shares are repurchased relative to market","page_number":94,"box":{"x":60,"y":138,"width":858,"height":13}},{"id":"2427c8a4-018e-4d43-9e14-c1568c91eec9","block_type":"box","text":"price. Companies should seek regular approval of these authorities to allow shareholders to take into consideration how prior","page_number":94,"box":{"x":59,"y":154,"width":877,"height":12}},{"id":"5ad18a5c-597a-4e73-9ff3-d66382cb06eb","block_type":"box","text":"authorities were used, as well as the current circumstances of the company and the market environment.","page_number":94,"box":{"x":59,"y":169,"width":736,"height":12}},{"id":"91463b7d-abc2-48a4-a91d-9485b01d5772","block_type":"box","text":"We would normally expect companies to cancel repurchased shares. If a company plans to retain them as treasury shares,","page_number":94,"box":{"x":59,"y":195,"width":854,"height":12}},{"id":"bf9dc8fe-8cfb-48a4-a172-d0aa96ba0665","block_type":"box","text":"management should provide a detailed rationale in the context of the disclosed capital management strategy.","page_number":94,"box":{"x":60,"y":210,"width":766,"height":13}},{"id":"5bc2c940-e07e-403c-bc70-c6854d0e33a1","block_type":"box","text":"Dividends","page_number":94,"box":{"x":76,"y":237,"width":70,"height":9}},{"id":"eb3140a5-62f8-4453-b453-88c3cda290c5","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":94,"box":{"x":59,"y":263,"width":851,"height":12}},{"id":"49ab5df9-90dc-4bd3-ad0a-f2a9884f5869","block_type":"box","text":"proposed dividend appears out of line with the company’s financial position.","page_number":94,"box":{"x":59,"y":278,"width":535,"height":13}},{"id":"011d24c3-f228-4347-8f76-41e266c70698","block_type":"box","text":"Differentiated voting rights","page_number":94,"box":{"x":76,"y":305,"width":193,"height":12}},{"id":"d9277f7e-114a-4417-a349-742787231a40","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":94,"box":{"x":59,"y":331,"width":861,"height":13}},{"id":"8112d370-25ca-4780-b04d-cc6fa78eee7b","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":94,"box":{"x":59,"y":346,"width":875,"height":13}},{"id":"e8c09792-7577-4bbc-8a8b-061d4026dd81","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":94,"box":{"x":59,"y":361,"width":860,"height":13}},{"id":"ae9ec5f7-97e8-4747-b1aa-d0af8d8ab09d","block_type":"box","text":"periodic basis.","page_number":94,"box":{"x":59,"y":377,"width":98,"height":12}},{"id":"a3a108db-36bc-4c7b-8a89-90ab087e76d7","block_type":"box","text":"Transactions and special situations","page_number":94,"box":{"x":58,"y":403,"width":254,"height":12}},{"id":"2cb1339d-2c4f-4e47-9965-bee29f7d1bc5","block_type":"box","text":"We monitor developments in transactions and special situations closely and undertake our own detailed analyses of","page_number":94,"box":{"x":59,"y":429,"width":813,"height":13}},{"id":"b1fb91e4-2b7c-489a-ae82-e2f02d938d3e","block_type":"box","text":"proposals.","page_number":94,"box":{"x":59,"y":445,"width":71,"height":12}},{"id":"a8b184f9-9063-48a7-adcc-858826eb0d38","block_type":"box","text":"Mergers and acquisitions","page_number":94,"box":{"x":76,"y":471,"width":181,"height":12}},{"id":"699a2bee-5804-4b15-aea9-c4de51f9a048","block_type":"box","text":"We evaluate proposed mergers or acquisitions by assessing the financial outcome for our clients as minority shareholders.","page_number":94,"box":{"x":59,"y":497,"width":855,"height":13}},{"id":"3990ff61-b4fa-4233-adec-6a14a43c085a","block_type":"box","text":"Management should provide an assessment of the proposed transaction’s strategic and financial rationale, along with its","page_number":94,"box":{"x":59,"y":513,"width":847,"height":12}},{"id":"0088e654-c969-4799-ae2f-d4b275d9184e","block_type":"box","text":"execution and operational risks. We review each transaction independently based on these factors and the degree to which","page_number":94,"box":{"x":59,"y":528,"width":861,"height":12}},{"id":"45786fd0-bfb9-491b-85d6-646a264d9d15","block_type":"box","text":"the transaction enhances shareholder value. The board should consider establishing an ad hoc transaction committee to","page_number":94,"box":{"x":59,"y":543,"width":845,"height":12}},{"id":"0588469d-0bdf-46bc-b094-2477fe964e18","block_type":"box","text":"undertake an independent assessment of a significant merger or acquisition, in advance of making its recommendation to","page_number":94,"box":{"x":60,"y":558,"width":855,"height":12}},{"id":"2c1da835-1d69-4e7d-b7c9-cbe0f8ad12fb","block_type":"box","text":"shareholders.","page_number":94,"box":{"x":59,"y":573,"width":93,"height":10}},{"id":"842af93b-c060-4475-8903-8ac001dd0eb3","block_type":"box","text":"We will vote against transactions that, in our assessment, do not advance our clients’ financial interests.","page_number":94,"box":{"x":59,"y":600,"width":726,"height":12}},{"id":"57be3494-aaf6-407a-b087-bb91b81307ca","block_type":"box","text":"Anti-takeover defenses","page_number":94,"box":{"x":75,"y":626,"width":167,"height":10}},{"id":"3e10fe4c-f46c-44d9-aeba-219d6d07c68c","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":94,"box":{"x":60,"y":652,"width":842,"height":13}},{"id":"cc0d9611-c438-4b86-8abf-76d50e37bd65","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":94,"box":{"x":59,"y":668,"width":868,"height":12}},{"id":"d98ff6b0-0015-4e06-b45d-36d929365bd1","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":94,"box":{"x":59,"y":683,"width":865,"height":12}},{"id":"1d746d80-3a6b-40d9-b976-a1a69e374ec3","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":94,"box":{"x":59,"y":698,"width":832,"height":12}},{"id":"b3241556-5670-4860-8f05-ac3bdbb4b097","block_type":"box","text":"campaign that may be counter to the interests of other investors. Defense mechanisms introduced in these circumstances","page_number":94,"box":{"x":59,"y":713,"width":856,"height":12}},{"id":"c89047a5-ccf7-43c0-a3ef-450309d35742","block_type":"box","text":"should be limited in term and threshold, and also be closely monitored by the independent members of the board. We look","page_number":94,"box":{"x":59,"y":728,"width":859,"height":12}},{"id":"1087841b-4b07-4100-894b-2ba92fd83ffe","block_type":"box","text":"for a shareholder vote for any mechanisms expected to be in place for more than 12 months.","page_number":94,"box":{"x":59,"y":743,"width":650,"height":12}},{"id":"d7c7bbbd-b5f0-413d-ba9c-b9e5b3fb6385","block_type":"box","text":"Shareholder activism","page_number":94,"box":{"x":75,"y":770,"width":152,"height":9}},{"id":"a5980b9a-eae9-4551-a0b3-0dbd664b1a60","block_type":"box","text":"When companies are the focus of an activism campaign, we may engage with the activist to understand their analysis and","page_number":94,"box":{"x":59,"y":796,"width":857,"height":12}},{"id":"ab5c9856-bb97-4e6f-966e-d9a0723b350e","block_type":"box","text":"objectives, once they have gone public. We will also engage with company management and possibly board members,","page_number":94,"box":{"x":59,"y":811,"width":830,"height":13}},{"id":"37da033f-cb0d-4606-8fd8-1c2182c88c2b","block_type":"box","text":"especially those the activist may be seeking to replace. In our assessment, we evaluate various factors, including the","page_number":94,"box":{"x":59,"y":826,"width":812,"height":13}},{"id":"05551267-e188-4d40-8142-526a5c5ffe9b","block_type":"box","text":"concerns raised by the activist and the case for change; the quality of both the activist’s and management’s plans; and the","page_number":94,"box":{"x":59,"y":841,"width":855,"height":13}},{"id":"cdba08f3-ca45-4e84-b655-a0f8b7964d7a","block_type":"box","text":"qualifications of each party’s candidates. We evaluate each contested situation by assessing the potential financial outcome","page_number":94,"box":{"x":59,"y":857,"width":867,"height":12}},{"id":"9963ce65-0008-4148-803b-d5effe57aa05","block_type":"box","text":"for our clients as minority shareholders.","page_number":94,"box":{"x":59,"y":872,"width":277,"height":12}},{"id":"d7fc4448-71ab-4ca1-b920-196977cdc887","block_type":"box","text":"A-10","page_number":94,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"badedd33-ab7a-46c2-afbe-13eee2ab0766","block_type":"box","text":"We may support board candidates nominated by a shareholder activist if the activist has demonstrated that their case for","page_number":95,"box":{"x":59,"y":67,"width":849,"height":12}},{"id":"dd60a8ed-b93e-4658-9447-bc8d198466cd","block_type":"box","text":"change enhances shareholder value, or if the incumbent board members do not demonstrate the relevant skills and expertise","page_number":95,"box":{"x":59,"y":82,"width":877,"height":12}},{"id":"86858956-c6e7-4045-9a8d-aa463e236db8","block_type":"box","text":"or have a poor track record of protecting shareholders’ interests.","page_number":95,"box":{"x":59,"y":97,"width":450,"height":12}},{"id":"594db25c-e6f7-455d-8abb-5ec5641eb90d","block_type":"box","text":"Significant shareholders and related party transactions","page_number":95,"box":{"x":75,"y":123,"width":397,"height":13}},{"id":"06439fb6-624c-48a4-a7b1-892d74bdded5","block_type":"box","text":"Boards of companies with affiliated shareholders or directors should be able to demonstrate that the interests of all","page_number":95,"box":{"x":60,"y":150,"width":804,"height":12}},{"id":"414343fe-ffac-4eb6-8b57-0f16f0f4195a","block_type":"box","text":"shareholders are given equitable consideration.","page_number":95,"box":{"x":59,"y":165,"width":330,"height":12}},{"id":"3dafc56e-04fe-4be7-9456-00c1a6479632","block_type":"box","text":"Transactions with related parties, such as significant shareholders or companies connected with the public company, should","page_number":95,"box":{"x":59,"y":191,"width":871,"height":13}},{"id":"0f94da6c-f94c-409a-8008-5964fea6fd62","block_type":"box","text":"be disclosed in detail and conducted on terms similar to what would objectively have been agreed with a non-related party.","page_number":95,"box":{"x":60,"y":206,"width":861,"height":13}},{"id":"755bbd02-41be-49ab-a07f-ed60def597ad","block_type":"box","text":"Such transactions should be reviewed and approved by the independent members of the board, and if voted on, only","page_number":95,"box":{"x":59,"y":222,"width":818,"height":12}},{"id":"5f7ccc48-ca89-43ed-8d64-b8c7677cf6e1","block_type":"box","text":"disinterested shareholders should vote.","page_number":95,"box":{"x":59,"y":237,"width":273,"height":9}},{"id":"b3db75d1-45e7-4182-9fd4-4ad0e8ffe260","block_type":"box","text":"Corporate reporting, risk management and audit","page_number":95,"box":{"x":59,"y":263,"width":352,"height":12}},{"id":"717d1727-5512-495a-8035-6fe1384580cf","block_type":"box","text":"Investors depend on corporate reporting, both regulatory and voluntary, to understand a company’s strategy, its","page_number":95,"box":{"x":60,"y":290,"width":783,"height":12}},{"id":"4135aba8-783f-476e-8653-2c57a66ed9fd","block_type":"box","text":"implementation and financial performance, as well as to assess the quality of management and operations and potential for","page_number":95,"box":{"x":60,"y":305,"width":867,"height":12}},{"id":"bdd7fe21-9b54-4031-a420-4c6a21795e82","block_type":"box","text":"the company to create shareholder value over time. The board should oversee corporate reporting and the policies and","page_number":95,"box":{"x":59,"y":320,"width":831,"height":12}},{"id":"9322a53d-b5bf-43c3-ae47-e47911cf5a3e","block_type":"box","text":"procedures underpinning the internal audit function and external audit.","page_number":95,"box":{"x":59,"y":335,"width":499,"height":12}},{"id":"2dd549d1-c056-483c-959f-6eb92f2a48bc","block_type":"box","text":"A company’s financial reporting should provide decision-useful information for investors and other stakeholders on its","page_number":95,"box":{"x":59,"y":361,"width":828,"height":13}},{"id":"d7c54139-c632-491a-b36b-e4a3039c29dd","block_type":"box","text":"financial performance and position. It should provide an accurate and balanced assessment of the risks and opportunities the","page_number":95,"box":{"x":59,"y":377,"width":879,"height":12}},{"id":"f2d1185d-2473-4de8-b5c9-4a6ca93d4800","block_type":"box","text":"company faces in realizing its long-term strategy. Accordingly, the assumptions made by management and reviewed by the","page_number":95,"box":{"x":59,"y":392,"width":862,"height":12}},{"id":"08aa964d-7f14-4ec9-893c-6e58b85ef9f7","block_type":"box","text":"auditor in preparing the financial statements should be reasonable and justified. Financial statements should be prepared in","page_number":95,"box":{"x":59,"y":407,"width":865,"height":12}},{"id":"389eb9ef-b17e-4bd4-b817-ceb4442c0e04","block_type":"box","text":"accordance with globally developed reporting standards and any divergence from generally accepted accounting principles","page_number":95,"box":{"x":59,"y":422,"width":862,"height":12}},{"id":"16354243-85e5-487a-81dd-64eebcae268c","block_type":"box","text":"should be explained in detail and justified. Accounting restatements should be explained in detail and any remedial actions,","page_number":95,"box":{"x":59,"y":437,"width":863,"height":12}},{"id":"6a9c967e-23cd-4b8c-8d1b-acc362bc2bcb","block_type":"box","text":"and the implications of these, disclosed.","page_number":95,"box":{"x":59,"y":452,"width":279,"height":12}},{"id":"a71ea36f-7c46-4b09-a66c-aa25dc0daf91","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":95,"box":{"x":60,"y":479,"width":818,"height":12}},{"id":"ca7282f6-dc96-473d-89fc-f6a275d6e892","block_type":"box","text":"oversight of the accounts, material financial and, where appropriate to the jurisdiction, nonfinancial information, internal","page_number":95,"box":{"x":59,"y":494,"width":844,"height":12}},{"id":"1c8f158c-7b58-41b5-9338-92e5a2afe445","block_type":"box","text":"control frameworks and Enterprise Risk Management systems. In our view, effective audit committee oversight strengthens","page_number":95,"box":{"x":59,"y":509,"width":864,"height":12}},{"id":"b8f15d48-d48a-430b-a223-1376add7e32e","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":95,"box":{"x":59,"y":524,"width":878,"height":12}},{"id":"ac525e37-7919-4f4f-8cb2-18ce2c41610b","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":95,"box":{"x":59,"y":539,"width":839,"height":12}},{"id":"557f1407-d8c6-4123-b3da-20ea6777da01","block_type":"box","text":"external audit process annually.","page_number":95,"box":{"x":59,"y":554,"width":220,"height":13}},{"id":"83de8e70-7c45-4053-9766-75747cf01458","block_type":"box","text":"Similarly, material sustainability-related factors that are integral to how a company manages risks or generates revenue","page_number":95,"box":{"x":59,"y":581,"width":834,"height":12}},{"id":"9af81ec1-3669-4909-b6b6-90723fe62150","block_type":"box","text":"should be disclosed. In our view, the standards developed by the International Sustainability Standards Board, can be helpful","page_number":95,"box":{"x":59,"y":596,"width":868,"height":12}},{"id":"4bc0c5e3-6740-4688-8ff4-a2555756dbc6","block_type":"box","text":"to companies in preparing such reports","page_number":95,"box":{"x":59,"y":611,"width":275,"height":12}},{"id":"6c05765f-daba-4c88-a93f-b0d3461288ca","block_type":"box","text":"(4)","page_number":95,"box":{"x":335,"y":609,"width":15,"height":8}},{"id":"a10eaeb6-f920-469e-8547-75715704d599","block_type":"box","text":".","page_number":95,"box":{"x":351,"y":619,"width":2,"height":2}},{"id":"863733af-cd05-45d3-89df-93b371715654","block_type":"box","text":"Companies should establish robust risk management and internal control processes appropriate to the company’s business,","page_number":95,"box":{"x":59,"y":637,"width":869,"height":13}},{"id":"e7478ff2-c68e-4fa4-809d-45d4433f8578","block_type":"box","text":"risk tolerance, and regulatory environment. A credible whistleblowing system for employees, and potentially other","page_number":95,"box":{"x":60,"y":652,"width":797,"height":13}},{"id":"97353ed6-32f7-4a62-96be-5b3da6bcc983","block_type":"box","text":"stakeholders, can be a useful mechanism for ensuring that senior management and the board are aware of potential","page_number":95,"box":{"x":59,"y":668,"width":814,"height":12}},{"id":"0c859c6a-9298-4d3a-b8c9-7b6cb0e67389","block_type":"box","text":"misconduct or breaches in risk management and internal control processes.","page_number":95,"box":{"x":60,"y":683,"width":532,"height":12}},{"id":"49d0855c-861c-49a1-ab47-8a8355931e55","block_type":"box","text":"A comprehensive audit conducted by an independent audit firm contributes to investor confidence in the quality of corporate","page_number":95,"box":{"x":59,"y":709,"width":879,"height":12}},{"id":"c08742d8-069a-4020-bda6-48f866031125","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":95,"box":{"x":60,"y":724,"width":855,"height":13}},{"id":"f4cf6d7c-7c37-4cd8-9e22-35968e9e4abf","block_type":"box","text":"audit matters identified and how these were resolved. A comprehensive and effective audit is time and resource intensive,","page_number":95,"box":{"x":59,"y":739,"width":850,"height":13}},{"id":"9b9b3e12-8a39-4528-93a7-87d0072a5cf5","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":95,"box":{"x":59,"y":754,"width":868,"height":13}},{"id":"3e8adc8c-f550-43c9-8a77-b233de60f588","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":95,"box":{"x":59,"y":770,"width":837,"height":12}},{"id":"8fd5e402-0d6b-49ec-8ac4-491b1cc061bd","block_type":"box","text":"position on auditor tenure and how it confirmed that the auditor remained independent.","page_number":95,"box":{"x":59,"y":785,"width":618,"height":12}},{"id":"3c23b1d4-c3ab-41eb-ace3-a4ea6e7d465a","block_type":"box","text":"(4) The objective of IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information is to require an entity to disclos","page_number":95,"box":{"x":59,"y":841,"width":813,"height":10}},{"id":"14cbaa64-5cc4-4c42-9d95-e266bd65851c","block_type":"box","text":"e informa","page_number":95,"box":{"x":873,"y":841,"width":58,"height":8}},{"id":"3783287f-ec5c-4184-bad0-d9f08f7bdce3","block_type":"box","text":"tion about its sustainability-related risks and opportunities that is useful to primary users of general-purpose financial reports in making decis","page_number":95,"box":{"x":91,"y":853,"width":794,"height":10}},{"id":"3e2e4566-b3ae-472c-bd71-38206136c27f","block_type":"box","text":"ions","page_number":95,"box":{"x":887,"y":854,"width":22,"height":7}},{"id":"f30ea7dc-9315-42b4-a525-c12d6286a26d","block_type":"box","text":"relating to providing resources to the entity. The objective of IFRS S2 Climate-related Disclosures is to require an entity to disclose information a","page_number":95,"box":{"x":92,"y":866,"width":803,"height":10}},{"id":"24210efd-7971-46dc-9383-2ee3b213dc66","block_type":"box","text":"bout its","page_number":95,"box":{"x":897,"y":866,"width":41,"height":8}},{"id":"3862e376-b09d-4a7d-87b0-fbd1453442e9","block_type":"box","text":"climate-related risks and opportunities that is useful to primary users of general-purpose financial reports in making decisions relating to provi","page_number":95,"box":{"x":92,"y":879,"width":798,"height":9}},{"id":"0392faeb-a676-42d8-bcfd-051d47834e28","block_type":"box","text":"ding","page_number":95,"box":{"x":891,"y":879,"width":24,"height":9}},{"id":"325e1870-6059-4239-abac-82d00666c78b","block_type":"box","text":"resources to the entity.","page_number":95,"box":{"x":92,"y":891,"width":126,"height":10}},{"id":"f3654da4-70b0-4ba4-a69c-cdfe337c489c","block_type":"box","text":"A-11","page_number":95,"box":{"x":482,"y":916,"width":30,"height":9}},{"id":"c72b1fe5-d2b8-4693-9be9-dc230df69148","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":96,"box":{"x":59,"y":67,"width":824,"height":12}},{"id":"69effa23-7b45-4086-a6b8-0409f01b67f6","block_type":"box","text":"misstatements in financial reports. In markets where relevant, we may vote against a proposal to approve the financial","page_number":96,"box":{"x":60,"y":82,"width":825,"height":12}},{"id":"dd50d8e8-cdfa-49ee-bc67-5f4e2b3f98a5","block_type":"box","text":"statements or the discharge of the board when we are concerned about the quality of the reporting or the audit. We may","page_number":96,"box":{"x":59,"y":97,"width":846,"height":12}},{"id":"cb02a11e-eccc-44ac-b516-272d61aa3ed0","block_type":"box","text":"vote against proposals to appoint the auditor, ratify the audit report, or approve the audit fee if we are concerned about the","page_number":96,"box":{"x":59,"y":112,"width":861,"height":12}},{"id":"6b466d5a-80ee-4494-9469-499f16c66dd5","block_type":"box","text":"auditor’s independence, the quality of the audit, or there are material misstatements in financial reports and the board has","page_number":96,"box":{"x":59,"y":127,"width":856,"height":12}},{"id":"4ed3cc6d-30c3-4cf0-bdca-0048cf272d49","block_type":"box","text":"not established reasonable remediation plans.","page_number":96,"box":{"x":60,"y":142,"width":320,"height":13}},{"id":"b6a15f44-90fe-4da3-8666-e198fdfa0bae","block_type":"box","text":"Shareholder rights and protections","page_number":96,"box":{"x":59,"y":169,"width":252,"height":12}},{"id":"73a99f29-c95c-417b-87f8-3c266085b635","block_type":"box","text":"General shareholder meetings","page_number":96,"box":{"x":76,"y":195,"width":217,"height":12}},{"id":"2c0b172a-f661-4206-a490-284bbb79f016","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":96,"box":{"x":59,"y":222,"width":876,"height":12}},{"id":"bc101926-70ef-4c9f-a9db-f4ecf6ffb72b","block_type":"box","text":"discussed and voted on by shareholders in attendance or submitting proxy votes. Companies should disclose materials","page_number":96,"box":{"x":59,"y":237,"width":831,"height":12}},{"id":"2dbdf08a-31a9-4e77-b002-914c48139443","block_type":"box","text":"relevant to the shareholder meeting sufficiently in advance so that shareholders can take them into consideration in their","page_number":96,"box":{"x":60,"y":252,"width":846,"height":12}},{"id":"d485bf25-a7d0-4fb8-a95b-e3ce85d26a79","block_type":"box","text":"voting decisions. Many companies offer shareholders the option of participating in the meeting virtually which, whilst","page_number":96,"box":{"x":59,"y":267,"width":822,"height":12}},{"id":"f49c78de-127b-4ed2-9803-3edce12daa30","block_type":"box","text":"welcome, should not limit the rights of shareholders to participate as they would during an in-person meeting.","page_number":96,"box":{"x":59,"y":282,"width":774,"height":12}},{"id":"64308364-c748-419f-8315-983a0e0bff9a","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":96,"box":{"x":59,"y":308,"width":877,"height":13}},{"id":"506104b1-1483-41ba-915f-4768c636863e","block_type":"box","text":"manner or do not provide sufficient information for us to take an informed voting decision. We may vote against directors if","page_number":96,"box":{"x":60,"y":324,"width":864,"height":12}},{"id":"59a94b93-5092-47e9-bc85-013a276276ad","block_type":"box","text":"the format of the shareholder meeting does not accommodate reasonable shareholder participation.","page_number":96,"box":{"x":59,"y":339,"width":704,"height":12}},{"id":"75224c33-31f2-4c0a-913d-66f51b144785","block_type":"box","text":"Bylaw amendments","page_number":96,"box":{"x":76,"y":365,"width":140,"height":13}},{"id":"62c98702-f263-494b-943b-99a967df23bb","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":96,"box":{"x":59,"y":392,"width":860,"height":12}},{"id":"8ed8e5c9-36cf-44a9-bcaf-87e805e35712","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":96,"box":{"x":59,"y":407,"width":873,"height":12}},{"id":"86c0712b-6009-494e-b2dd-c59a8ff45c7a","block_type":"box","text":"to a shareholder vote.","page_number":96,"box":{"x":59,"y":422,"width":151,"height":10}},{"id":"2929788c-f80d-4a06-aa9a-57a5a05851c4","block_type":"box","text":"We may vote against bylaw amendments that reduce shareholder rights and protections. We may vote against directors if","page_number":96,"box":{"x":59,"y":448,"width":853,"height":13}},{"id":"991e7cfb-61a2-4ef9-aab0-7be6fc8bd04e","block_type":"box","text":"material changes are made to the bylaws without shareholder approval.","page_number":96,"box":{"x":60,"y":463,"width":500,"height":13}},{"id":"2498690c-4780-4776-9dad-cc9de2250895","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":96,"box":{"x":60,"y":490,"width":875,"height":12}},{"id":"f182014e-e6ef-4c29-a2dc-2eac460480fb","block_type":"box","text":"meaningful shareholding the right to call a special meeting of shareholders. The shareholding required to exercise this right","page_number":96,"box":{"x":60,"y":505,"width":863,"height":12}},{"id":"ae246947-b09d-4cf1-be15-760fc47ee92c","block_type":"box","text":"should balance its utility with the cost to the company of holding special meetings.","page_number":96,"box":{"x":59,"y":520,"width":580,"height":12}},{"id":"ea110a2d-98ab-405e-9b34-9f720d0a55cf","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":96,"box":{"x":60,"y":547,"width":875,"height":12}},{"id":"ef601492-959e-4bdf-ac49-b735f35ba101","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":96,"box":{"x":60,"y":562,"width":859,"height":12}},{"id":"6a25523b-6e0a-489f-b5dc-0690fa3b4c39","block_type":"box","text":"so that shareholders can exercise it without being unduly disruptive to the board’s own nomination process.","page_number":96,"box":{"x":59,"y":577,"width":757,"height":12}},{"id":"644a7672-8fea-47bd-abef-da8678a7de22","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":96,"box":{"x":59,"y":603,"width":878,"height":13}},{"id":"09892b93-9bf1-4fb0-ac65-3b7bc2e4f205","block_type":"box","text":"for a shareholder proposal seeking the addition of either of these provisions to a company’s bylaws.","page_number":96,"box":{"x":59,"y":618,"width":696,"height":13}},{"id":"21d0959a-6a53-42a9-a214-6aefc8bc068a","block_type":"box","text":"Change of domicile","page_number":96,"box":{"x":76,"y":645,"width":139,"height":12}},{"id":"5ec817eb-9509-423e-ae30-4a679ee1de5a","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":96,"box":{"x":59,"y":671,"width":841,"height":13}},{"id":"194d8973-7ec0-4b8c-83d2-accd804ae9c7","block_type":"box","text":"consistent with the company’s long-term strategy and business model and the related costs are immaterial.","page_number":96,"box":{"x":59,"y":686,"width":754,"height":13}},{"id":"637ab303-24d7-4e32-912c-806a920013a9","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":96,"box":{"x":59,"y":713,"width":878,"height":12}},{"id":"223da5aa-8f88-44eb-8c64-e1c882113c2f","block_type":"box","text":"financial interests.","page_number":96,"box":{"x":59,"y":728,"width":126,"height":10}},{"id":"1986a369-28e0-4a7e-8ad0-7f82ccec52f3","block_type":"box","text":"Changes to a company’s purpose or the nature of its business","page_number":96,"box":{"x":76,"y":754,"width":446,"height":13}},{"id":"368d3371-657d-437b-9b55-37c4da70ef1b","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":96,"box":{"x":60,"y":781,"width":826,"height":12}},{"id":"11c7d6d7-9b1e-4a01-ac50-ea770a249416","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":96,"box":{"x":59,"y":796,"width":824,"height":12}},{"id":"dc2b924f-6931-43f9-8c7a-c4383f8410f9","block_type":"box","text":"suitability of a company for their investment strategy or portfolio.","page_number":96,"box":{"x":59,"y":811,"width":456,"height":13}},{"id":"deb16f2b-79cd-4edc-bbac-81169f9fb0d5","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":96,"box":{"x":59,"y":838,"width":871,"height":12}},{"id":"fe322d4c-d06e-49ac-9897-d906e03cd7b9","block_type":"box","text":"not provided a credible argument for change.","page_number":96,"box":{"x":60,"y":853,"width":315,"height":12}},{"id":"6692fb1d-d139-4100-8296-6c4cfbadc2b6","block_type":"box","text":"A-12","page_number":96,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"3578c910-e103-4f56-add9-a0a4ab0ee7b4","block_type":"box","text":"Shareholder proposals","page_number":97,"box":{"x":59,"y":67,"width":162,"height":12}},{"id":"eaac8a67-2f56-4ab5-bb1c-dcc21f2e35f9","block_type":"box","text":"Shareholders in many markets, who meet certain eligibility criteria, have the right to submit proposals to the general","page_number":97,"box":{"x":59,"y":93,"width":812,"height":12}},{"id":"91c5ccad-882f-4174-a886-1d4152ccec41","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":97,"box":{"x":59,"y":108,"width":847,"height":13}},{"id":"6fcf9a4c-015e-4bc8-b047-b892c2cff11c","block_type":"box","text":"majority of votes cast at the meeting. The topics raised address a range of governance, social and environmental matters that","page_number":97,"box":{"x":60,"y":123,"width":878,"height":13}},{"id":"33476b29-1309-4a21-b537-5a0ac0d8372d","block_type":"box","text":"may be relevant to a company’s business. Shareholder proposals are considered by many investors to be an escalation tool","page_number":97,"box":{"x":60,"y":138,"width":856,"height":13}},{"id":"f46c1251-8733-4d68-82f3-1dbffc7c1cdd","block_type":"box","text":"when a company is unresponsive to their engagement.","page_number":97,"box":{"x":59,"y":154,"width":384,"height":12}},{"id":"e2db5a9b-7162-4702-a9b1-4bf11868509d","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":97,"box":{"x":59,"y":180,"width":877,"height":12}},{"id":"d33eefd6-3c02-47fa-9ac5-897eeb50bd77","block_type":"box","text":"its current approach, whether the actions sought are consistent with shareholders’ interests, and what impact the proposal","page_number":97,"box":{"x":60,"y":195,"width":860,"height":12}},{"id":"07742d42-2669-45fe-899f-5e7d110c4a38","block_type":"box","text":"being acted upon might have on financial performance.","page_number":97,"box":{"x":60,"y":210,"width":388,"height":13}},{"id":"fa0344c2-779a-42d6-a5de-99eb6c9f2f0a","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":97,"box":{"x":59,"y":237,"width":861,"height":12}},{"id":"643eb636-99de-4b1a-a012-2c414b36de3b","block_type":"box","text":"understand the apparent difference in perspective. If we continue to believe the company is not acting in shareholders’","page_number":97,"box":{"x":60,"y":252,"width":828,"height":12}},{"id":"b1c9995f-0b0b-4321-933f-f2a110916577","block_type":"box","text":"financial interests, we may vote against the election of directors. We may support a relevant shareholder proposal if doing so","page_number":97,"box":{"x":59,"y":267,"width":871,"height":12}},{"id":"56d94595-5c7f-479e-bb01-1fe6bb171d0d","block_type":"box","text":"reinforces the points made in our engagement or is aligned with our clients’ financial interests. We generally do not support","page_number":97,"box":{"x":60,"y":282,"width":865,"height":12}},{"id":"42cbbacd-d430-408b-a5f5-5e48765322c4","block_type":"box","text":"shareholder proposals that are legally binding on the company, seek to alter a company’s strategy or direct its operations, or","page_number":97,"box":{"x":59,"y":297,"width":868,"height":13}},{"id":"9d98de4c-af77-4f68-b674-99520a2c4e63","block_type":"box","text":"are unrelated to how a company manages risk or generates financial returns.","page_number":97,"box":{"x":59,"y":312,"width":537,"height":13}},{"id":"6b89e51a-67bc-4513-a41e-a6c93b1d3fe6","block_type":"box","text":"BlackRock is subject to legal and regulatory requirements in the U.S. that place restrictions and limitations on how we can","page_number":97,"box":{"x":60,"y":339,"width":850,"height":12}},{"id":"3af99d3d-c86a-4940-a5c5-68538501f345","block_type":"box","text":"interact with the companies in which we invest on behalf of our clients, including our ability to submit shareholder proposals.","page_number":97,"box":{"x":60,"y":354,"width":876,"height":12}},{"id":"cafdd4ab-030e-4ba0-8150-2baf5d09fab9","block_type":"box","text":"We can vote on behalf of clients who authorize us to do so, on proposals put forth by others.","page_number":97,"box":{"x":59,"y":369,"width":646,"height":12}},{"id":"a9a43e77-8a99-4c6a-a4cb-ce45973123ad","block_type":"box","text":"Corporate political activities","page_number":97,"box":{"x":59,"y":395,"width":202,"height":13}},{"id":"588dbdfb-a712-4b3e-9603-3578609ed0f1","block_type":"box","text":"We seek to understand how companies ensure that their direct and indirect engagement in the policy making process is","page_number":97,"box":{"x":59,"y":422,"width":840,"height":12}},{"id":"f4941cab-7d00-4db2-ae12-4fd02eb55b3b","block_type":"box","text":"consistent with their public statements on policy matters important to the company’s long-term strategy. The board should","page_number":97,"box":{"x":59,"y":437,"width":865,"height":12}},{"id":"dca83ed3-08e7-4c80-a35b-55dc1f5ea69e","block_type":"box","text":"be aware of the approach taken to corporate political activities as there can be reputational risks arising from inconsistencies.","page_number":97,"box":{"x":60,"y":452,"width":875,"height":12}},{"id":"b8610c26-1781-43aa-bfc1-9f70e4effed0","block_type":"box","text":"Companies should, as a minimum, meet all regulatory disclosure requirements on political activities, and ideally, provide","page_number":97,"box":{"x":59,"y":467,"width":839,"height":13}},{"id":"79f7b9c0-f187-45fa-be6a-c9cde71f5479","block_type":"box","text":"accessible and clear disclosures to shareholders on policy positions, public policy engagement activities and political","page_number":97,"box":{"x":59,"y":482,"width":815,"height":13}},{"id":"bdc73e48-7ecd-4ef2-8a5e-b38915b6ce34","block_type":"box","text":"donations. To mitigate the risk of inconsistencies, companies can usefully assess the alignment between their policy priorities","page_number":97,"box":{"x":59,"y":497,"width":879,"height":13}},{"id":"48524404-6071-4f42-abb0-7983970be711","block_type":"box","text":"and the policy positions of the trade associations of which they are active members and any engagements undertaken by","page_number":97,"box":{"x":59,"y":513,"width":850,"height":12}},{"id":"2d600bbb-8ff2-4f11-8ad1-119e3afc1e38","block_type":"box","text":"trade associations on behalf of members.","page_number":97,"box":{"x":59,"y":528,"width":289,"height":9}},{"id":"a2f24969-19c1-410a-beae-7ab4335ae056","block_type":"box","text":"Generally, this is an engagement matter, although we may support a relevant shareholder proposal, or vote against directors,","page_number":97,"box":{"x":59,"y":554,"width":872,"height":13}},{"id":"94ef2884-1bed-44ad-94cc-5a7e641dd18a","block_type":"box","text":"where a company’s disclosures are insufficient, or it becomes public that there is a material contradiction in a company’s","page_number":97,"box":{"x":59,"y":569,"width":845,"height":13}},{"id":"a5137fab-e41e-4328-aadd-12ef9717ca76","block_type":"box","text":"public policy positions and its policy engagement.","page_number":97,"box":{"x":59,"y":584,"width":349,"height":13}},{"id":"7e96ceb9-6fae-4b8a-aea0-7f7ccc48b38d","block_type":"box","text":"Sustainability, or environmental and social, considerations","page_number":97,"box":{"x":59,"y":611,"width":421,"height":12}},{"id":"ecdca9fb-cc3c-491f-b531-7c3d3322b6c7","block_type":"box","text":"We seek to understand how companies manage the risks and opportunities inherent in their business operations. In our","page_number":97,"box":{"x":59,"y":637,"width":839,"height":13}},{"id":"f2f5a695-4354-4a37-82ea-3ff84f07287c","block_type":"box","text":"experience, sustainability-related factors","page_number":97,"box":{"x":59,"y":652,"width":283,"height":13}},{"id":"b64b6313-419c-4064-a963-fea020a2d98b","block_type":"box","text":"(5)","page_number":97,"box":{"x":343,"y":650,"width":15,"height":8}},{"id":"0ea21d77-6d1d-435e-bd1e-f375e7e62d2e","block_type":"box","text":"that are relevant to a company’s business or material to its financial performance,","page_number":97,"box":{"x":362,"y":652,"width":572,"height":13}},{"id":"1c48dac3-2eb7-4fcb-966c-43d590cfa01b","block_type":"box","text":"are generally operational considerations embedded into day-to-day management systems. Certain sustainability issues may","page_number":97,"box":{"x":59,"y":668,"width":868,"height":12}},{"id":"2057277f-c9bc-459f-9098-65c5c99f560f","block_type":"box","text":"also inform long-term strategic planning, for example, investing in product innovation in anticipation of changing consumer","page_number":97,"box":{"x":59,"y":683,"width":869,"height":12}},{"id":"83ec2191-eb0a-4c16-b2b1-bcfc4e881d6d","block_type":"box","text":"demand or adapting supply chains in response to changing regulatory requirements.","page_number":97,"box":{"x":59,"y":698,"width":593,"height":12}},{"id":"4e55e6bb-2d46-4b27-91a5-5263e80c6096","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":97,"box":{"x":59,"y":724,"width":864,"height":13}},{"id":"45cae0b8-8882-490d-90b0-80bfdc71daa2","block_type":"box","text":"company business model, sector, key markets, and time horizon, amongst other considerations. From company disclosures","page_number":97,"box":{"x":59,"y":739,"width":863,"height":13}},{"id":"5c28fb77-e38e-4276-9b62-1b858837c5e9","block_type":"box","text":"and our engagement, we aim to understand how management is identifying, assessing and integrating material","page_number":97,"box":{"x":59,"y":754,"width":784,"height":13}},{"id":"7bc72b1f-d68d-4046-b9e5-8e89f24d7287","block_type":"box","text":"(5) By material sustainability-related risks and opportunities, we mean the drivers of risk and financial value creation in a company’s business mod","page_number":97,"box":{"x":59,"y":816,"width":832,"height":9}},{"id":"864e9d79-ec48-41cf-979f-c85682555c44","block_type":"box","text":"el that","page_number":97,"box":{"x":892,"y":816,"width":35,"height":7}},{"id":"04f16304-2e23-48af-a719-9a89c506983d","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":97,"box":{"x":92,"y":828,"width":826,"height":10}},{"id":"feda5080-a76d-4729-9077-e49952a43be4","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":97,"box":{"x":92,"y":841,"width":832,"height":10}},{"id":"6b74db43-f0a1-41f4-ba5d-d19d8ddf1107","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":97,"box":{"x":91,"y":853,"width":819,"height":10}},{"id":"66a04391-84af-4bc1-a36a-4284f9b8eba5","block_type":"box","text":"e","page_number":97,"box":{"x":910,"y":856,"width":6,"height":5}},{"id":"0a6255f8-33af-4d08-8881-78ff5c88056d","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":97,"box":{"x":92,"y":866,"width":822,"height":10}},{"id":"d1be24ae-0611-4d68-ba86-1e83db25b342","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":97,"box":{"x":92,"y":879,"width":785,"height":9}},{"id":"4f12ae30-9724-400f-96e0-436809ee834f","block_type":"box","text":"onsider","page_number":97,"box":{"x":878,"y":879,"width":46,"height":7}},{"id":"2d46b51e-8972-42e7-af08-c355457397c6","block_type":"box","text":"ations is a component of a sound governance framework.","page_number":97,"box":{"x":92,"y":891,"width":323,"height":10}},{"id":"fbdb3793-eec3-44c0-9287-97801ecf01b4","block_type":"box","text":"A-13","page_number":97,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"b8488dab-4a8d-4258-a3cd-16e418f12a25","block_type":"box","text":"sustainability-related risks and opportunities into their business decision-making and practices. Doing so helps us undertake","page_number":98,"box":{"x":59,"y":67,"width":872,"height":12}},{"id":"4e3dd939-da87-4ad0-830f-837b3aee8018","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":98,"box":{"x":59,"y":82,"width":810,"height":12}},{"id":"b31d7df1-c857-4ea7-a91e-39b8b459158b","block_type":"box","text":"investment.","page_number":98,"box":{"x":60,"y":98,"width":80,"height":9}},{"id":"752159c6-7f2e-4d61-9e10-36296b3867be","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":98,"box":{"x":59,"y":123,"width":833,"height":13}},{"id":"66645ae9-24a0-49e5-8b61-1aaac4af8428","block_type":"box","text":"managing or disclosing its approach to material sustainability-related risks that may impact financial returns.","page_number":98,"box":{"x":60,"y":138,"width":761,"height":13}},{"id":"eeeaf98d-f599-4253-b158-9a1e64a37d85","block_type":"box","text":"Key stakeholders","page_number":98,"box":{"x":60,"y":165,"width":120,"height":12}},{"id":"34405815-b769-4ed9-a172-2193809f7b76","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":98,"box":{"x":60,"y":191,"width":841,"height":13}},{"id":"8c0e3b1a-1f50-4f34-a579-a70562f956d0","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":98,"box":{"x":59,"y":206,"width":859,"height":13}},{"id":"c0b17cc3-75a6-4710-923d-753f45ce0cdf","block_type":"box","text":"their business and long-term financial performance. For many companies, key stakeholders include employees, business","page_number":98,"box":{"x":59,"y":222,"width":843,"height":12}},{"id":"ffbe4ae6-31ad-42cb-bc57-e59cb59493ab","block_type":"box","text":"partners (such as suppliers and distributors), clients and consumers, regulators, and the communities in which they operate.","page_number":98,"box":{"x":59,"y":237,"width":873,"height":12}},{"id":"4f54bad9-24b9-4a26-9008-52fb0623a3b1","block_type":"box","text":"Companies that appropriately balance the interests of investors and other stakeholders are, in our experience, more likely to","page_number":98,"box":{"x":59,"y":252,"width":866,"height":12}},{"id":"0d153fa7-f08c-4d13-87ea-0596ca4e6c79","block_type":"box","text":"be financially resilient over time.","page_number":98,"box":{"x":60,"y":267,"width":223,"height":12}},{"id":"b8dabd6a-029a-4f1d-980a-d858ece37a47","block_type":"box","text":"Climate and decarbonization investment objectives","page_number":98,"box":{"x":59,"y":293,"width":367,"height":13}},{"id":"4a263424-9403-44f6-821d-0c77c9eee567","block_type":"box","text":"Certain active BlackRock funds have climate and decarbonization objectives in addition to financial objectives. Consistent","page_number":98,"box":{"x":59,"y":320,"width":848,"height":12}},{"id":"71ac4894-9334-4995-9d86-fb9a60ffcd8f","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":98,"box":{"x":59,"y":335,"width":875,"height":12}},{"id":"45989698-c79c-4f33-b3cf-773e5bc5dd85","block_type":"box","text":"some respects from BAIS’ benchmark guidelines, which are described above. Specifically, for those funds’ holdings, we look","page_number":98,"box":{"x":59,"y":350,"width":864,"height":12}},{"id":"dcfae5e2-80d4-423d-a610-d201e028786d","block_type":"box","text":"to investee companies to demonstrate that they are aligned with a decarbonization pathway that means their business model","page_number":98,"box":{"x":59,"y":365,"width":878,"height":13}},{"id":"3edbe8bb-ee26-4f27-86e9-b7f4438420d7","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":98,"box":{"x":59,"y":380,"width":848,"height":13}},{"id":"f809faec-21d3-48ed-9d46-eb32b7a82205","block_type":"box","text":"levels. This approach is only taken following BlackRock receiving the explicit approval from the applicable fund board.","page_number":98,"box":{"x":60,"y":395,"width":819,"height":13}},{"id":"1e5320aa-d76a-4c77-800f-ed0cc8e43331","block_type":"box","text":"The decarbonization stewardship guidelines focus on companies which produce goods and services that contribute to real","page_number":98,"box":{"x":59,"y":422,"width":858,"height":12}},{"id":"012138bf-8c33-4a47-8d5c-d366dad40969","block_type":"box","text":"world decarbonization or have a carbon intensive business model and face outsized impacts from the low carbon transition,","page_number":98,"box":{"x":59,"y":437,"width":866,"height":12}},{"id":"c26aa0bd-f49d-43af-99e3-4c623b88f991","block_type":"box","text":"based on reported and estimated scopes 1, 2, and 3 greenhouse gas emissions. These companies should provide disclosures","page_number":98,"box":{"x":60,"y":452,"width":872,"height":12}},{"id":"aa80cb65-d125-43f3-8d30-159daf2f1738","block_type":"box","text":"that set out their governance, strategy, risk management processes and metrics and targets relevant to decarbonization.","page_number":98,"box":{"x":59,"y":467,"width":841,"height":13}},{"id":"4a29a220-544c-4f9d-ab6a-ab00b12d3788","block_type":"box","text":"These disclosures should include an explanation of the decarbonization scenarios a company is using in its near- and long","page_number":98,"box":{"x":59,"y":482,"width":861,"height":13}},{"id":"6e87f610-4666-4846-b8c5-03f83a07e2c7","block_type":"box","text":"term planning, as well as its scope 1, scope 2 and material scope 3 greenhouse gas (GHG) emissions and reduction targets","page_number":98,"box":{"x":59,"y":497,"width":860,"height":13}},{"id":"e866e3ea-539c-4d16-b0ff-efbb74877d20","block_type":"box","text":"for scope 1 and 2 emissions. As with the BAIS benchmark policies, we consider the climate-risk reporting standard issued by","page_number":98,"box":{"x":59,"y":513,"width":872,"height":12}},{"id":"8be43b17-aa79-4420-9107-6691c7476f46","block_type":"box","text":"the International Sustainability Standards Board, IFRS S2, a useful reference for such reporting.","page_number":98,"box":{"x":59,"y":528,"width":660,"height":12}},{"id":"9daf78d0-0c0b-4756-9761-2c918fc43433","block_type":"box","text":"Under these climate- and decarbonization-specific guidelines, BAIS may recommend a vote against directors or support for a","page_number":98,"box":{"x":60,"y":554,"width":874,"height":13}},{"id":"051de142-b39d-4deb-943d-b9c70fc127e6","block_type":"box","text":"relevant shareholder proposal if a company does not appear to be adequately addressing or disclosing material climate","page_number":98,"box":{"x":60,"y":569,"width":838,"height":13}},{"id":"981433ad-a67d-4836-8295-90b9de181666","block_type":"box","text":"related risks. We may recommend supporting shareholder proposals seeking information relevant to a company’s stated low","page_number":98,"box":{"x":60,"y":584,"width":876,"height":13}},{"id":"208e1830-d325-4919-9142-99cdff2655bb","block_type":"box","text":"carbon transition strategy and targets that the company does not currently provide and that would be helpful to investment","page_number":98,"box":{"x":59,"y":600,"width":867,"height":12}},{"id":"bce02930-4abf-41c5-a624-4542c8512d78","block_type":"box","text":"decision-making. As under the BAIS benchmark approach, the active portfolio managers are ultimately responsible for voting","page_number":98,"box":{"x":59,"y":615,"width":876,"height":12}},{"id":"db2662a6-7592-4401-a8e9-ace0048df6c6","block_type":"box","text":"consistent with their investment mandate and fund objectives.","page_number":98,"box":{"x":59,"y":630,"width":437,"height":12}},{"id":"fc431546-a0be-4583-823f-547b72b1e5d0","block_type":"box","text":"Appendix 1: How we fulfil and oversee our active investment stewardship responsibilities","page_number":98,"box":{"x":59,"y":656,"width":643,"height":13}},{"id":"854a390f-b1bc-4688-ac3d-d7215f3a137d","block_type":"box","text":"Oversight","page_number":98,"box":{"x":76,"y":683,"width":69,"height":12}},{"id":"93cf6f38-dccb-4afa-84cc-0b68d8e337f2","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":98,"box":{"x":59,"y":709,"width":865,"height":12}},{"id":"ea3afef7-9695-4a06-8d49-848972bf1c06","block_type":"box","text":"with the BlackRock Active Investment Stewardship Global Engagement and Voting Guidelines (“the Guidelines”), which","page_number":98,"box":{"x":59,"y":724,"width":835,"height":13}},{"id":"1ad4800a-65d2-421e-ba3b-19f4dbf203d0","block_type":"box","text":"require the application of professional judgment and consideration of each company’s unique circumstances, as well as input","page_number":98,"box":{"x":60,"y":739,"width":878,"height":13}},{"id":"7d19c87b-ae9a-45b4-9a65-75f3d84815e6","block_type":"box","text":"from active investors. BAIS is independent from BlackRock Investment Stewardship in our engagement and voting activities,","page_number":98,"box":{"x":59,"y":754,"width":868,"height":13}},{"id":"99c5e7af-331e-4283-9e77-676f03b67798","block_type":"box","text":"reporting lines, and oversight.","page_number":98,"box":{"x":60,"y":770,"width":206,"height":12}},{"id":"5c12ca40-b544-466c-af19-e10d1a1a2de8","block_type":"box","text":"The Active Investment Stewardship Oversight Committee, comprised of senior representatives of the active investment, legal","page_number":98,"box":{"x":59,"y":796,"width":873,"height":12}},{"id":"2e17d4cc-f0da-4309-b43b-27134c29991f","block_type":"box","text":"and risk teams, reviews and advises on amendments to BAIS’ Global Engagement and Voting Guidelines. The Committee also","page_number":98,"box":{"x":59,"y":811,"width":878,"height":13}},{"id":"db493c06-4655-4f43-9022-6f38a81fcdcd","block_type":"box","text":"considers developments in corporate governance, related public policy, and market norms and how these might influence","page_number":98,"box":{"x":59,"y":826,"width":853,"height":13}},{"id":"0afc4a21-6a92-407c-9d4b-692c02818885","block_type":"box","text":"BAIS’ policies and practices. The Committee does not determine voting decisions, which are the responsibility of BAIS and","page_number":98,"box":{"x":60,"y":841,"width":852,"height":13}},{"id":"fc2e20ef-3398-4097-9b59-39e55914f445","block_type":"box","text":"the relevant active equity investors.","page_number":98,"box":{"x":59,"y":857,"width":245,"height":12}},{"id":"149ac4c1-0860-437d-94bd-347d53120c19","block_type":"box","text":"A-14","page_number":98,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"8309e845-817d-4e07-b8c4-d6b1e89f9579","block_type":"box","text":"In addition, there is a standing advisory group of senior active investors who counsel BAIS on complex or high-profile votes","page_number":99,"box":{"x":60,"y":67,"width":861,"height":12}},{"id":"e34cee6d-6c1c-41cd-847e-d87c677decd0","block_type":"box","text":"before a recommendation is finalized and escalated to the portfolio managers with holdings in the company under","page_number":99,"box":{"x":60,"y":82,"width":801,"height":12}},{"id":"64d5bc47-ddbe-4a95-bae6-c24ef29c8c1e","block_type":"box","text":"consideration. This group also formally reviews any revisions to the Engagement and Voting Guidelines proposed by BAIS as","page_number":99,"box":{"x":59,"y":97,"width":869,"height":12}},{"id":"04fc7d14-86c7-4a7e-82c9-d34e1b4320bb","block_type":"box","text":"part of its annual review.","page_number":99,"box":{"x":59,"y":112,"width":170,"height":12}},{"id":"2b1c3004-dccb-4c81-a750-f19373ba4d5d","block_type":"box","text":"BAIS carries out engagement with companies in collaboration with active investment colleagues, executes proxy votes, and","page_number":99,"box":{"x":60,"y":138,"width":862,"height":13}},{"id":"89aaa908-3a18-41ae-b983-d3068dc4b6b6","block_type":"box","text":"conducts vote operations (including maintaining records of votes cast) in a manner consistent with the Guidelines. BAIS also","page_number":99,"box":{"x":59,"y":154,"width":874,"height":12}},{"id":"8be5fe25-df7e-43bd-ba87-4da1e7f41a03","block_type":"box","text":"conducts research on corporate governance issues and participates in industry discussions to contribute to and keep abreast","page_number":99,"box":{"x":59,"y":169,"width":875,"height":12}},{"id":"16f84309-b659-4a2c-bfdd-21a9c5b8e115","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":99,"box":{"x":59,"y":184,"width":878,"height":12}},{"id":"68367f20-4005-43a3-b7b6-8b6655addf84","block_type":"box","text":"and performs oversight of those third parties (see “Use and oversight of third-party vote services providers” below).","page_number":99,"box":{"x":59,"y":199,"width":808,"height":12}},{"id":"d5c4c83c-e6a6-43d3-9d0a-646ceccfde7a","block_type":"box","text":"Voting guidelines and vote execution","page_number":99,"box":{"x":75,"y":225,"width":267,"height":13}},{"id":"4a7ff096-1136-4965-b543-89c942183a2f","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":99,"box":{"x":60,"y":252,"width":865,"height":12}},{"id":"387ea6b4-7de0-410d-befa-f166d3199e89","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":99,"box":{"x":59,"y":267,"width":862,"height":12}},{"id":"7fc4843f-76f6-4020-a0b6-7aa8d9b05eb7","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":99,"box":{"x":59,"y":282,"width":863,"height":12}},{"id":"1dd7e1f0-b850-4d9b-854b-dbf290391265","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":99,"box":{"x":59,"y":297,"width":877,"height":13}},{"id":"c5ca3027-afbb-4bb1-b519-dbff54fc45b0","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":99,"box":{"x":59,"y":312,"width":847,"height":13}},{"id":"bffbb4bc-422f-4c7e-90e4-def3a6282322","block_type":"box","text":"any), BlackRock or BlackRock’s affiliates, or BlackRock employees (see “Conflicts management policies and procedures,”","page_number":99,"box":{"x":59,"y":327,"width":841,"height":13}},{"id":"3f746b8c-3351-4d40-adbf-005965220fef","block_type":"box","text":"below).","page_number":99,"box":{"x":60,"y":343,"width":50,"height":12}},{"id":"804d7b85-d9ec-4dc6-998e-182b2a979e89","block_type":"box","text":"When exercising voting rights, BAIS will normally vote on specific proxy issues in accordance with the Guidelines, although","page_number":99,"box":{"x":59,"y":369,"width":859,"height":12}},{"id":"9adbcd53-0ed7-439e-9759-68dd492336d1","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":99,"box":{"x":59,"y":384,"width":846,"height":12}},{"id":"75ec6484-6a52-479a-9507-a5a4178fd74c","block_type":"box","text":"investment objective and financial interests of clients invested in the funds they manage.","page_number":99,"box":{"x":60,"y":399,"width":619,"height":13}},{"id":"5072edd2-0898-4fce-ad3a-3803750ea46e","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":99,"box":{"x":59,"y":426,"width":861,"height":12}},{"id":"71a7845c-6596-4a1f-9a25-915497bc89a1","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":99,"box":{"x":60,"y":441,"width":863,"height":12}},{"id":"4385d7e0-5215-4e09-9702-e6ad85dd1d02","block_type":"box","text":"BAIS will vote in every instance. Rather, they reflect our view about corporate governance issues generally, and provide","page_number":99,"box":{"x":60,"y":456,"width":827,"height":12}},{"id":"21790de6-12da-4d94-9bdc-13ed0a4cd01e","block_type":"box","text":"insight into how we typically approach issues that commonly arise on corporate ballots. The Guidelines are reviewed","page_number":99,"box":{"x":60,"y":471,"width":815,"height":12}},{"id":"0682f205-738d-4bd8-96b5-dd070193589a","block_type":"box","text":"annually and updated as necessary to reflect changes in market practices, developments in corporate governance and","page_number":99,"box":{"x":59,"y":486,"width":827,"height":12}},{"id":"82b4ae62-bdc9-4543-98fb-1d1aa26a6552","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":99,"box":{"x":59,"y":501,"width":854,"height":13}},{"id":"5f902c2c-b998-4083-92f0-e4edb409a481","block_type":"box","text":"practices most aligned with clients’ long-term financial interests.","page_number":99,"box":{"x":59,"y":516,"width":452,"height":13}},{"id":"ed9a3058-acdf-4c32-92f2-206dca740c21","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":99,"box":{"x":60,"y":543,"width":846,"height":12}},{"id":"19f7cab5-7233-4260-a8ab-bb6c8092a94a","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":99,"box":{"x":59,"y":558,"width":868,"height":12}},{"id":"ce69297d-3480-437f-8202-8291a257e068","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":99,"box":{"x":60,"y":573,"width":804,"height":12}},{"id":"8671fadc-8561-4b7b-966a-193a7020f882","block_type":"box","text":"(requirements that investors who exercise their voting rights surrender the right to dispose of their holdings for some","page_number":99,"box":{"x":60,"y":588,"width":820,"height":13}},{"id":"542d6160-ed44-4f48-9102-457554884be2","block_type":"box","text":"specified period in proximity to the shareholder meeting); v) potential difficulties in translating the proxy; vi) regulatory","page_number":99,"box":{"x":59,"y":603,"width":831,"height":13}},{"id":"e7a367f3-b0e5-40e4-a6e8-82b92111277e","block_type":"box","text":"constraints; and vii) requirements to provide local agents with unrestricted powers of attorney to facilitate voting","page_number":99,"box":{"x":59,"y":618,"width":789,"height":13}},{"id":"10a7d32f-296a-4f43-bbf4-8785d59639f0","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":99,"box":{"x":60,"y":634,"width":807,"height":12}},{"id":"d41731ea-cfea-4f52-b07e-ddb108c0dd84","block_type":"box","text":"burdensome administrative requirements.","page_number":99,"box":{"x":60,"y":649,"width":292,"height":12}},{"id":"a6af1718-88c5-4a38-b7e4-f347baeb4ff9","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":99,"box":{"x":60,"y":675,"width":877,"height":12}},{"id":"3c676bdb-470a-4c74-b7fc-6d5491f0a9b0","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":99,"box":{"x":60,"y":690,"width":868,"height":13}},{"id":"ffe244a1-423e-4251-b05b-9af25838a23e","block_type":"box","text":"opportunity costs associated with share-blocking constraints) associated with exercising a vote are expected to outweigh the","page_number":99,"box":{"x":59,"y":705,"width":879,"height":13}},{"id":"12bbf469-00f7-4cc6-aff1-a0100f21f989","block_type":"box","text":"benefit the client would derive by voting on the proposal.","page_number":99,"box":{"x":60,"y":720,"width":397,"height":13}},{"id":"6ad4930f-01dd-40fa-99e6-332476c6c3cc","block_type":"box","text":"Voting Choice","page_number":99,"box":{"x":75,"y":747,"width":101,"height":12}},{"id":"feea8dac-f791-4a52-8b03-f07328bc1fe3","block_type":"box","text":"BlackRock offers Voting Choice, a program that provides eligible clients with more opportunities to participate in the proxy","page_number":99,"box":{"x":60,"y":773,"width":855,"height":13}},{"id":"8d27dcb2-361e-4176-9158-d29bab621e69","block_type":"box","text":"voting process where legally and operationally viable.","page_number":99,"box":{"x":59,"y":788,"width":372,"height":13}},{"id":"76d34cbc-acd6-4899-89ff-0e0ad0158c4b","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":99,"box":{"x":59,"y":815,"width":823,"height":12}},{"id":"154f711b-eb0d-4924-80ad-60d95901c350","block_type":"box","text":"Canada that use systematic active equity (SAE) and multi-asset strategies. In addition, institutional clients in separately","page_number":99,"box":{"x":59,"y":830,"width":833,"height":12}},{"id":"53af887f-4a4f-4e20-ad25-1fe53101d8b3","block_type":"box","text":"managed accounts (SMAs) are eligible for BlackRock Voting Choice regardless of their investment strategies","page_number":99,"box":{"x":60,"y":845,"width":756,"height":13}},{"id":"59f3357c-b4a3-4762-9b91-4e3bce3cfd1d","block_type":"box","text":"(6)","page_number":99,"box":{"x":818,"y":843,"width":14,"height":8}},{"id":"80f81f95-a62e-44b0-b1c0-04b9f72261b4","block_type":"box","text":".","page_number":99,"box":{"x":833,"y":853,"width":2,"height":2}},{"id":"5823858f-b0b6-46e5-a936-1f0a0072b6f9","block_type":"box","text":"(6) 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 th","page_number":99,"box":{"x":59,"y":879,"width":844,"height":9}},{"id":"559838b4-7ca0-499f-a27f-aa51b3b57880","block_type":"box","text":"eir","page_number":99,"box":{"x":905,"y":879,"width":13,"height":7}},{"id":"4a8d3a52-ea9d-4731-83de-944e8f224c11","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":99,"box":{"x":91,"y":891,"width":752,"height":10}},{"id":"4cd7ae8d-f1f3-4bd7-aec5-fc8d82d5d614","block_type":"box","text":"A-15","page_number":99,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"b88d3e97-fea2-4986-ad43-25d37ab8860f","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":100,"box":{"x":59,"y":67,"width":880,"height":12}},{"id":"04d6524b-5c44-4521-914b-4e9144112b04","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":100,"box":{"x":59,"y":82,"width":834,"height":12}},{"id":"1d30842b-4a8e-499a-a12d-441afc9bd358","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":100,"box":{"x":59,"y":97,"width":863,"height":12}},{"id":"294c2815-dc49-4caf-bcc0-efa5fe8e6b2a","block_type":"box","text":"because of Voting Choice. BlackRock does not disclose client information, including a client’s selection of proxy policy,","page_number":100,"box":{"x":60,"y":112,"width":825,"height":12}},{"id":"4edbbd00-a8bf-40cf-a469-f1a6f5afa0c6","block_type":"box","text":"without client consent.","page_number":100,"box":{"x":59,"y":127,"width":160,"height":10}},{"id":"8e752b13-6641-4b54-bc6b-3a979677c0fa","block_type":"box","text":"Use and oversight of third-party vote services providers","page_number":100,"box":{"x":76,"y":154,"width":400,"height":12}},{"id":"a83821e8-a3b3-4714-8281-337a256f2196","block_type":"box","text":"Third-party vote services providers – or proxy research firms - provide research and recommendations on proxy votes, as well","page_number":100,"box":{"x":59,"y":180,"width":876,"height":12}},{"id":"e19133c1-3747-4433-949d-61bdea692787","block_type":"box","text":"as voting infrastructure. As mentioned previously, BlackRock contracts primarily with the vote services provider ISS and","page_number":100,"box":{"x":59,"y":195,"width":834,"height":12}},{"id":"20e0a056-deb4-4f1b-9c96-407a8e47e360","block_type":"box","text":"leverages its online platform to supply research and support voting, record keeping, and reporting processes. We also use","page_number":100,"box":{"x":60,"y":210,"width":848,"height":13}},{"id":"8daa1ac5-0245-42dc-8563-fc049d587420","block_type":"box","text":"Glass Lewis’ research and analysis as an input into our voting process. It is important to note that, although proxy research","page_number":100,"box":{"x":59,"y":225,"width":858,"height":13}},{"id":"bc41e17b-09c0-4981-b578-c9dab01b9b17","block_type":"box","text":"firms provide important data and analysis, BAIS does not rely solely on their information or follow their voting","page_number":100,"box":{"x":59,"y":240,"width":766,"height":13}},{"id":"2f892b55-b81f-447b-8f44-b634b56bf264","block_type":"box","text":"recommendations. A company’s disclosures, our past engagements and voting, investment colleagues’ insights and our","page_number":100,"box":{"x":60,"y":256,"width":839,"height":12}},{"id":"77ef788b-c355-4bd7-9557-ef54ee77ccc2","block_type":"box","text":"voting guidelines are important inputs into our voting decisions on behalf of clients.","page_number":100,"box":{"x":59,"y":271,"width":586,"height":12}},{"id":"98c3930c-7b90-472a-a4e9-41b4104c093d","block_type":"box","text":"Given the large universe of actively held companies, BAIS employs the proxy services provider to streamline the voting","page_number":100,"box":{"x":59,"y":297,"width":824,"height":13}},{"id":"96a294f5-4341-457d-9a27-518acc466238","block_type":"box","text":"process by making voting recommendations based on BAIS’ voting guidelines when the items on a shareholder meeting","page_number":100,"box":{"x":59,"y":312,"width":841,"height":13}},{"id":"0dc40653-ac30-4763-b55a-9ba5ef9c2622","block_type":"box","text":"agenda are routine. Agenda items that are not routine are referred back to BAIS to assess, escalate as necessary to the","page_number":100,"box":{"x":59,"y":327,"width":827,"height":13}},{"id":"c96cddee-c269-4f01-9562-d8eec88f84ca","block_type":"box","text":"relevant portfolio managers and vote. BAIS reviews and can override the recommendations of the vote services provider at","page_number":100,"box":{"x":60,"y":343,"width":856,"height":12}},{"id":"7f22a2a0-db7f-4cd1-8951-879dc6408772","block_type":"box","text":"any time prior to the vote deadline. Both BAIS and the vote services provider actively monitor securities filings, research","page_number":100,"box":{"x":59,"y":358,"width":833,"height":12}},{"id":"eee51c4b-82ba-4ebd-818e-0cf80b5d193a","block_type":"box","text":"reports, company announcements, and direct communications from companies to ensure awareness of supplemental","page_number":100,"box":{"x":60,"y":373,"width":825,"height":12}},{"id":"5995cfc0-4b93-4a91-afef-3e74879e4137","block_type":"box","text":"disclosures and proxy materials that may require a modification of votes.","page_number":100,"box":{"x":59,"y":388,"width":508,"height":12}},{"id":"47dd2251-9809-4750-8024-025f2f09bf60","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":100,"box":{"x":60,"y":414,"width":850,"height":13}},{"id":"1c1acb81-e842-4214-abdf-b44d04e415ea","block_type":"box","text":"level expectations and have effective policies and procedures in place to manage potential conflicts of interest. Our oversight","page_number":100,"box":{"x":60,"y":429,"width":871,"height":13}},{"id":"9e6aed9d-7a9b-4dde-ae8c-420e99c07e04","block_type":"box","text":"of service providers includes regular meetings with client service teams, systematic monitoring of vendor operations, as well","page_number":100,"box":{"x":59,"y":445,"width":869,"height":12}},{"id":"63c6f68e-b2e2-44d4-8b83-9dedecf5b691","block_type":"box","text":"as annual due diligence meetings in accordance with BlackRock’s firmwide policies.","page_number":100,"box":{"x":59,"y":460,"width":585,"height":12}},{"id":"4011fdb9-cc32-427a-bd27-de237ceda64b","block_type":"box","text":"Conflicts management policies and procedures","page_number":100,"box":{"x":76,"y":486,"width":340,"height":12}},{"id":"4ad2d969-a4c8-4901-a3fc-ac9f6d6d9bf3","block_type":"box","text":"BAIS maintains policies and procedures that seek to prevent undue influence on BlackRock’s proxy voting activity. Such","page_number":100,"box":{"x":60,"y":513,"width":833,"height":12}},{"id":"2662a12a-2f4a-47de-b5a8-0c7f0c90a6be","block_type":"box","text":"influence might stem from any relationship between the investee company (or any shareholder proponent or dissident","page_number":100,"box":{"x":60,"y":528,"width":829,"height":12}},{"id":"06fa733c-6887-426f-a7eb-6bcd596df61d","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":100,"box":{"x":59,"y":543,"width":856,"height":12}},{"id":"e1771b1e-2607-49fb-ab61-addb421df601","block_type":"box","text":"examples of sources of perceived or potential conflicts of interest:","page_number":100,"box":{"x":59,"y":558,"width":460,"height":12}},{"id":"3375b5a8-c866-4d65-8282-f7e9a1a68e17","block_type":"box","text":"• BlackRock clients who may be issuers of securities or proponents of shareholder resolutions","page_number":100,"box":{"x":92,"y":578,"width":676,"height":12}},{"id":"75543183-c2d7-4dce-aa47-4ce483c68069","block_type":"box","text":"• BlackRock business partners or third parties who may be issuers of securities or proponents of shareholder","page_number":100,"box":{"x":92,"y":598,"width":781,"height":13}},{"id":"01014749-923a-4b8f-bd0b-0b9e74088007","block_type":"box","text":"resolutions","page_number":100,"box":{"x":125,"y":613,"width":76,"height":10}},{"id":"50185485-964d-4832-81b7-14767e87d192","block_type":"box","text":"• BlackRock employees who may sit on the boards of public companies held in Funds managed by BlackRock","page_number":100,"box":{"x":92,"y":634,"width":785,"height":12}},{"id":"ce943511-8612-455e-8722-5f90eb2e14c6","block_type":"box","text":"• Significant BlackRock, Inc. investors who may be issuers of securities held in Funds managed by BlackRock","page_number":100,"box":{"x":92,"y":654,"width":779,"height":12}},{"id":"e57f995c-d039-4d70-b068-30dfd33b490a","block_type":"box","text":"• Securities of BlackRock, Inc. or BlackRock investment funds held in Funds managed by BlackRock","page_number":100,"box":{"x":92,"y":674,"width":713,"height":12}},{"id":"e2bcae25-104d-4d02-a661-46b7e3978794","block_type":"box","text":"• BlackRock, Inc. board members who serve as senior executives or directors of public companies held in Funds","page_number":100,"box":{"x":92,"y":694,"width":801,"height":12}},{"id":"123d8986-2337-4ec9-b2c4-5c5be47a5065","block_type":"box","text":"managed by BlackRock","page_number":100,"box":{"x":125,"y":709,"width":162,"height":12}},{"id":"8900c0b2-d20d-42ec-beda-3765c26574e8","block_type":"box","text":"BlackRock has taken certain steps to mitigate perceived or potential conflicts including, but not limited to, the following:","page_number":100,"box":{"x":60,"y":736,"width":839,"height":12}},{"id":"a1b520f9-0098-41b8-95e2-a4a118b7d416","block_type":"box","text":"• Adopted the Guidelines which are designed to advance our clients’ long-term economic interests in the companies","page_number":100,"box":{"x":92,"y":756,"width":837,"height":12}},{"id":"477864ad-4fb1-4953-b109-e26d613dd90a","block_type":"box","text":"in which BlackRock invests on their behalf","page_number":100,"box":{"x":125,"y":771,"width":294,"height":10}},{"id":"fc3005ef-5543-4588-8ee6-8ae28f1fef5c","block_type":"box","text":"• Established a reporting structure that separates BAIS from employees with sales, vendor management, or business","page_number":100,"box":{"x":92,"y":791,"width":834,"height":12}},{"id":"ff96ca89-c58e-4739-918b-eb07ff96dd3d","block_type":"box","text":"partnership roles. In addition, BlackRock seeks to ensure that all engagements with corporate issuers, dissident","page_number":100,"box":{"x":124,"y":806,"width":778,"height":12}},{"id":"9c762852-5b47-4a02-8175-d4d6005d87d4","block_type":"box","text":"shareholders or shareholder proponents are managed consistently and without regard to BlackRock’s relationship","page_number":100,"box":{"x":124,"y":821,"width":798,"height":13}},{"id":"bd3630ec-ff6e-48ec-b8db-5163bb290053","block_type":"box","text":"with such parties. Clients or business partners are not given special treatment or differentiated access. BAIS","page_number":100,"box":{"x":124,"y":836,"width":751,"height":13}},{"id":"fe00b430-50a7-4fe2-84e4-e635942308be","block_type":"box","text":"prioritizes engagements based on factors including, but not limited to, our need for additional information to make","page_number":100,"box":{"x":124,"y":851,"width":804,"height":13}},{"id":"da6d10cb-9ea9-4bfd-b3e3-294503b7edd0","block_type":"box","text":"a voting decision or our view on the likelihood that an engagement could lead to positive outcome(s) over time for","page_number":100,"box":{"x":124,"y":867,"width":803,"height":12}},{"id":"effbbd0b-2b62-40f2-adfa-276621c9cf3a","block_type":"box","text":"the economic value of the company. Within the normal course of business, BAIS may engage directly with","page_number":100,"box":{"x":124,"y":882,"width":741,"height":12}},{"id":"0f8b2980-5b75-49e8-bb26-6bea330417cc","block_type":"box","text":"A-16","page_number":100,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"85599b4c-f73b-4262-a22c-69a808362edc","block_type":"box","text":"BlackRock clients, business partners and/or third parties, and/or with employees with sales, vendor management,","page_number":101,"box":{"x":125,"y":67,"width":798,"height":12}},{"id":"bc0a5950-799b-4480-8e5f-3bf3ea5c5944","block_type":"box","text":"or business partnership roles, in discussions regarding our approach to stewardship, general corporate governance","page_number":101,"box":{"x":124,"y":82,"width":804,"height":12}},{"id":"9a638704-0df8-42fc-8f7e-813207637231","block_type":"box","text":"matters, client reporting needs, and/or to otherwise ensure that proxy-related client service levels are met","page_number":101,"box":{"x":125,"y":97,"width":741,"height":12}},{"id":"b847ce74-7c66-4b6b-a2f4-1ab76eae7524","block_type":"box","text":"• Determined to engage, in certain instances, an independent third-party voting service provider to make proxy voting","page_number":101,"box":{"x":92,"y":117,"width":846,"height":12}},{"id":"77953bfc-0187-422a-80b8-d73299cdd0ed","block_type":"box","text":"recommendations as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance","page_number":101,"box":{"x":125,"y":132,"width":784,"height":12}},{"id":"93e29bdb-425d-40ac-a914-c49b83d291fc","block_type":"box","text":"requirements, or as may be otherwise required by applicable law. In such circumstances, the independent third","page_number":101,"box":{"x":125,"y":147,"width":779,"height":13}},{"id":"b279aeff-158d-4ca5-880f-5544bac94ec8","block_type":"box","text":"party voting service provider provides BlackRock with recommendations, in accordance with the Guidelines, as to","page_number":101,"box":{"x":124,"y":162,"width":794,"height":13}},{"id":"e0970748-74d7-4c85-bf6c-12be8e7e9959","block_type":"box","text":"how to vote such proxies. BlackRock uses an independent third-party voting service provider to make proxy voting","page_number":101,"box":{"x":125,"y":177,"width":798,"height":13}},{"id":"93a83d94-98b3-47fb-8364-f8ecbf5b069b","block_type":"box","text":"recommendations for shares of BlackRock, Inc. and companies affiliated with BlackRock, Inc. BlackRock may also","page_number":101,"box":{"x":125,"y":193,"width":790,"height":12}},{"id":"8e3facd7-e831-49aa-93e1-88fc9b17fe21","block_type":"box","text":"use an independent third-party voting service provider to make proxy voting recommendations for:","page_number":101,"box":{"x":125,"y":208,"width":692,"height":12}},{"id":"547cd879-399a-49d3-bf95-11db161ff71b","block_type":"box","text":"• public companies that include BlackRock employees on their boards of directors","page_number":101,"box":{"x":157,"y":228,"width":593,"height":12}},{"id":"f11b6a43-4e91-4fb7-b96e-15ca3d9ddc29","block_type":"box","text":"• public companies of which a BlackRock, Inc. board member serves as a senior executive or a member of","page_number":101,"box":{"x":157,"y":248,"width":762,"height":12}},{"id":"1e2cefce-a9ff-4b99-9dd7-a75994aff1c0","block_type":"box","text":"the board of directors","page_number":101,"box":{"x":189,"y":263,"width":151,"height":10}},{"id":"a29c45fa-5277-43db-be17-29537092f18d","block_type":"box","text":"• public companies that are the subject of certain transactions involving BlackRock Funds","page_number":101,"box":{"x":157,"y":283,"width":647,"height":13}},{"id":"ee7bd27f-0dba-46d2-a053-8512b962c1c5","block_type":"box","text":"• public companies that are joint venture partners with BlackRock, and","page_number":101,"box":{"x":157,"y":303,"width":514,"height":13}},{"id":"db27c2c8-7b09-4bd8-bd38-418509c9c55a","block_type":"box","text":"• public companies when legal or regulatory requirements compel BlackRock to use an independent third","page_number":101,"box":{"x":157,"y":324,"width":765,"height":12}},{"id":"6ef0e9fb-db7c-46a0-a86a-82ee1789caa0","block_type":"box","text":"party voting service provider","page_number":101,"box":{"x":190,"y":339,"width":198,"height":12}},{"id":"3e652711-ba44-4264-83f9-a984cacb1efd","block_type":"box","text":"In selecting an independent third-party voting service provider, we assess several characteristics, including but not limited to:","page_number":101,"box":{"x":60,"y":365,"width":873,"height":13}},{"id":"75abd677-85b9-48b1-8392-dbcdd75652e4","block_type":"box","text":"independence, an ability to analyze proxy issues and make recommendations in the economic interest of our clients in","page_number":101,"box":{"x":60,"y":380,"width":826,"height":13}},{"id":"031a0d7c-a94a-41a8-8240-b594e3e335e8","block_type":"box","text":"accordance with the Guidelines, reputation for reliability and integrity, and operational capacity to accurately deliver the","page_number":101,"box":{"x":59,"y":395,"width":837,"height":13}},{"id":"37c47a2c-48cf-4b4e-99ec-ec65dd032e98","block_type":"box","text":"assigned recommendations in a timely manner. We may engage more than one independent third-party voting service","page_number":101,"box":{"x":59,"y":411,"width":829,"height":12}},{"id":"e2037dba-51f6-4e77-b17e-8af58e10f024","block_type":"box","text":"provider, in part to mitigate potential or perceived conflicts of interest at a single voting service provider. The Active","page_number":101,"box":{"x":59,"y":426,"width":804,"height":12}},{"id":"4c0f2ad8-e594-47bd-a2dd-b8e6f2f0bbb2","block_type":"box","text":"Investment Stewardship Oversight Committee appoints and reviews the performance of the independent third-party voting","page_number":101,"box":{"x":60,"y":441,"width":862,"height":12}},{"id":"c4c2b022-d810-4eca-b1bf-ceffc34469c0","block_type":"box","text":"service providers, generally on an annual basis.","page_number":101,"box":{"x":59,"y":456,"width":327,"height":12}},{"id":"f8a6e449-5c55-47d6-9e27-4f5565cc25d8","block_type":"box","text":"Securities lending","page_number":101,"box":{"x":75,"y":482,"width":128,"height":13}},{"id":"a45dfe54-31c9-406b-8293-5f4b6e175625","block_type":"box","text":"When so authorized, BlackRock acts as a securities lending agent on behalf of Funds. Securities lending is a well-regulated","page_number":101,"box":{"x":59,"y":509,"width":855,"height":12}},{"id":"d3e139f2-8d4c-4e4a-9662-34f2650b471f","block_type":"box","text":"practice that contributes to capital market efficiency. It also enables funds to generate additional returns while allowing fund","page_number":101,"box":{"x":59,"y":524,"width":870,"height":12}},{"id":"99cdd667-d0b9-4ca9-85ec-f4a02fb60ab6","block_type":"box","text":"providers to keep fund expenses lower.","page_number":101,"box":{"x":59,"y":539,"width":271,"height":12}},{"id":"b15b9f2a-fc5e-45f7-bb45-3eef1093a9fa","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":101,"box":{"x":59,"y":566,"width":866,"height":12}},{"id":"a3fce6c0-9bb7-4d8d-8ade-687cb86d4518","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":101,"box":{"x":59,"y":581,"width":828,"height":12}},{"id":"5b264515-9227-4267-aefb-823936ebfd0e","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":101,"box":{"x":59,"y":596,"width":866,"height":12}},{"id":"6e21623c-2d13-477b-8d07-8a38fa906ca5","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":101,"box":{"x":59,"y":611,"width":854,"height":12}},{"id":"cf218a0e-b569-4393-86cc-4d2d39a598a4","block_type":"box","text":"but are not limited to, assessing potential securities lending revenue alongside the potential long-term financial value to","page_number":101,"box":{"x":60,"y":626,"width":837,"height":12}},{"id":"2679ecc0-8712-4dc2-a2b5-21a03d91757a","block_type":"box","text":"clients of voting those securities (based on the information available at the time of recall consideration). BAIS works with","page_number":101,"box":{"x":59,"y":641,"width":845,"height":12}},{"id":"ca1e3e83-a372-4941-89d6-88b5dbb23f55","block_type":"box","text":"active portfolio managers, as well as colleagues in the Securities Lending and Risk and Quantitative Analysis teams, to","page_number":101,"box":{"x":59,"y":656,"width":826,"height":13}},{"id":"b4c4ecf1-743b-4468-914b-d2cb8674e935","block_type":"box","text":"evaluate the costs and benefits to clients of recalling shares on loan.","page_number":101,"box":{"x":59,"y":671,"width":476,"height":13}},{"id":"35c41b41-59bf-4143-a980-283e8ff97f44","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":101,"box":{"x":60,"y":698,"width":851,"height":12}},{"id":"97fd72ae-a11b-4fdd-b309-a871ee50b54d","block_type":"box","text":"not warrant recalling securities on loan. However, in certain instances, BlackRock may determine, in our independent","page_number":101,"box":{"x":60,"y":713,"width":816,"height":12}},{"id":"9612849d-3c51-42b4-a217-97e9b81a1299","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":101,"box":{"x":60,"y":728,"width":866,"height":12}},{"id":"7fefda61-bbe0-4f75-af8c-b662241dc877","block_type":"box","text":"therefore recall shares to be voted in those instances.","page_number":101,"box":{"x":59,"y":743,"width":371,"height":10}},{"id":"4f2f97ef-c561-4b11-b4f1-c62868cdf6cb","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":101,"box":{"x":60,"y":770,"width":840,"height":12}},{"id":"c343ee01-8491-4830-9214-a6c956e3ad66","block_type":"box","text":"modify it as necessary.","page_number":101,"box":{"x":60,"y":785,"width":156,"height":12}},{"id":"f2bfcdd4-2064-43b8-a48e-bfe43db29ec0","block_type":"box","text":"Reporting and vote transparency","page_number":101,"box":{"x":76,"y":811,"width":236,"height":13}},{"id":"366abf44-5482-4d08-94f2-e4fd93b11f91","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":101,"box":{"x":60,"y":838,"width":803,"height":12}},{"id":"15507af9-6965-466a-b440-7ae97dd382a3","block_type":"box","text":"engagement and voting policies and activities through direct communication and disclosure on our website.","page_number":101,"box":{"x":59,"y":853,"width":758,"height":12}},{"id":"9158a746-b6a7-443f-84b1-a9c328dc9146","block_type":"box","text":"A-17","page_number":101,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"d38fbf08-4701-4bb9-9410-f8485104992a","block_type":"box","text":"Want to know more?","page_number":102,"box":{"x":59,"y":67,"width":149,"height":9}},{"id":"7ec5f9e5-a2bf-4d4c-9bf5-0149970440e8","block_type":"box","text":"blackrock.com/stewardship | ContactActiveStewardship@blackrock.com","page_number":102,"box":{"x":60,"y":93,"width":511,"height":13}},{"id":"3bd6f5f4-814e-4d2a-8223-ebe9e802e419","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":102,"box":{"x":59,"y":120,"width":855,"height":12}},{"id":"d4a01605-0ce0-4cdd-9051-bd47e1946bb6","block_type":"box","text":"sole discretion of the reader.","page_number":102,"box":{"x":59,"y":135,"width":197,"height":9}},{"id":"df53ada2-48be-49ce-9288-3d43576ef47c","block_type":"box","text":"Prepared by BlackRock, Inc.","page_number":102,"box":{"x":60,"y":161,"width":190,"height":12}},{"id":"a43be734-3534-4b08-a3ee-711cbff83125","block_type":"box","text":"©2024 BlackRock, Inc. All rights reserved.","page_number":102,"box":{"x":59,"y":188,"width":290,"height":12}},{"id":"21160442-19e7-47bc-9f0b-bd3d66d09021","block_type":"box","text":"BLACKROCK","page_number":102,"box":{"x":355,"y":188,"width":89,"height":9}},{"id":"adfcc924-8ef5-4dde-ade9-68949adfcd07","block_type":"box","text":"is a trademark of BlackRock, Inc., or its subsidiaries in the United","page_number":102,"box":{"x":449,"y":188,"width":450,"height":11}},{"id":"b21c5501-b6a3-4f74-b271-16f51b8b52bc","block_type":"box","text":"States and elsewhere. All other trademarks are those of their respective owners.","page_number":102,"box":{"x":59,"y":203,"width":558,"height":12}},{"id":"eb4ff2aa-ecb6-45a1-8a56-8716b6528007","block_type":"box","text":"A-18","page_number":102,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"4cad45a4-ea44-48ad-8433-26a159c25a76","block_type":"box","text":"Index Equity Fund Proxy Voting Policy","page_number":103,"box":{"x":173,"y":67,"width":654,"height":30}},{"id":"fe4edc05-7132-45fd-9914-3999642ebd06","block_type":"box","text":"Procedures Governing Delegation of Proxy Voting to Fund Advisers","page_number":103,"box":{"x":60,"y":111,"width":483,"height":12}},{"id":"abb64352-aa2b-4238-b43a-887aea5d7db0","block_type":"box","text":"Effective Date: January 1, 2025","page_number":103,"box":{"x":76,"y":137,"width":218,"height":13}},{"id":"be92a860-0d5d-4ee6-8339-55fce5e03a14","block_type":"box","text":"________________________________________","page_number":103,"box":{"x":58,"y":174,"width":327,"height":1}},{"id":"f9831c5b-ac60-4c85-90d5-56d1242d179e","block_type":"box","text":"Applies to the following types of Funds registered under the 1940 Act:","page_number":103,"box":{"x":59,"y":190,"width":507,"height":12}},{"id":"b10e5c67-3d94-4f36-a326-bc6c1d3fa8f6","block_type":"box","text":"Index Equity Mutual Funds and Exchange-Traded Funds","page_number":103,"box":{"x":80,"y":217,"width":391,"height":12}},{"id":"67eb90f9-d7a0-4e4a-8b52-c2d15cb85b4c","block_type":"box","text":"□","page_number":103,"box":{"x":59,"y":244,"width":15,"height":11}},{"id":"140bdfef-6516-46ef-809c-c4e83745a53d","block_type":"box","text":"Open-End Active and Fixed Income Index Mutual Funds and Exchange-Traded Funds","page_number":103,"box":{"x":80,"y":243,"width":595,"height":12}},{"id":"2af95722-8196-4c7f-a051-1d615a66d588","block_type":"box","text":"□","page_number":103,"box":{"x":59,"y":270,"width":15,"height":11}},{"id":"ec9d5539-3424-46cd-b20c-189c5caf1286","block_type":"box","text":"Money Market Funds","page_number":103,"box":{"x":80,"y":269,"width":148,"height":13}},{"id":"7299e606-c3b6-439f-9f46-3276115a81dc","block_type":"box","text":"□","page_number":103,"box":{"x":59,"y":297,"width":15,"height":11}},{"id":"15b1f3f5-4a02-4c1b-a993-4cc0308c55e3","block_type":"box","text":"Closed-End Funds","page_number":103,"box":{"x":80,"y":296,"width":126,"height":10}},{"id":"ea013d47-4ab2-4c3e-acd9-c4b6f63ac3db","block_type":"box","text":"□","page_number":103,"box":{"x":59,"y":323,"width":15,"height":11}},{"id":"14611986-7ccc-4b38-95a3-0aa9c52bb494","block_type":"box","text":"Other","page_number":103,"box":{"x":80,"y":322,"width":39,"height":10}},{"id":"e9faf12c-316d-424b-8fa9-d22b94edc467","block_type":"box","text":"________________________________________","page_number":103,"box":{"x":58,"y":359,"width":327,"height":1}},{"id":"e20fa0e5-425c-457c-a4a8-133bc604cc32","block_type":"box","text":"Objective and Scope","page_number":103,"box":{"x":59,"y":375,"width":147,"height":13}},{"id":"1ad37077-f84e-4a4b-8441-0373be5989c2","block_type":"box","text":"Set forth below is the Index Equity Fund Proxy Voting Policy.","page_number":103,"box":{"x":59,"y":402,"width":418,"height":12}},{"id":"b6205d98-1b13-4bf1-bd35-4658462a5f34","block_type":"box","text":"Policy / Document Requirements and Statements","page_number":103,"box":{"x":60,"y":428,"width":356,"height":13}},{"id":"21442931-2479-474e-b11c-272ebf71370c","block_type":"box","text":"The Boards of Trustees/Directors (“Directors”) of certain open-end funds (the “Funds”) advised by BlackRock Fund Advisors","page_number":103,"box":{"x":59,"y":455,"width":873,"height":12}},{"id":"4c886924-2cac-4e5d-a2db-c753d77f4f77","block_type":"box","text":"or BlackRock Advisors, LLC (“BlackRock”), have the responsibility for the oversight of voting proxies relating to portfolio","page_number":103,"box":{"x":59,"y":470,"width":835,"height":12}},{"id":"f68b950f-8c2c-4305-8e50-fb6725653634","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":103,"box":{"x":59,"y":485,"width":854,"height":12}},{"id":"8ea2ea87-dd18-42c9-b093-4cbc13eeb1a2","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":103,"box":{"x":59,"y":500,"width":878,"height":12}},{"id":"b6a5f700-6d00-45c5-9f69-2ae9adaca166","block_type":"box","text":"to manage, acquire and dispose of account assets, all as contemplated by the Funds’ respective investment management","page_number":103,"box":{"x":59,"y":515,"width":849,"height":12}},{"id":"aedc9fd5-5968-4169-9b32-f864f9a83e43","block_type":"box","text":"agreements.","page_number":103,"box":{"x":59,"y":532,"width":86,"height":11}},{"id":"238ac697-eb21-4023-85a9-f70a6cd66832","block_type":"box","text":"BlackRock has adopted the BlackRock Investment Stewardship Global Benchmark Policy(“Guidelines”) (as from time to time","page_number":103,"box":{"x":60,"y":557,"width":869,"height":12}},{"id":"3d20742e-c7e2-41c3-a55d-8f7b7601e3ea","block_type":"box","text":"amended, the “Guidelines”) governing proxy voting by index equity Funds managed by BlackRock, except for the iShares","page_number":103,"box":{"x":59,"y":572,"width":843,"height":12}},{"id":"ceefa337-33df-414d-8346-e49bf611c4e8","block_type":"box","text":"Core S&P 500 ETF. In addition, BlackRock has adopted guidelines and procedures (as from time to time amended, the","page_number":103,"box":{"x":59,"y":587,"width":822,"height":12}},{"id":"8e4f175d-0daa-4c41-a71b-a03d1853d8a2","block_type":"box","text":"“BlackRock Climate and Decarbonization Stewardship Guidelines”) governing proxy voting for matters covered in the","page_number":103,"box":{"x":59,"y":602,"width":818,"height":12}},{"id":"a96b60ea-1402-4461-8b3d-6eb2ad71a177","block_type":"box","text":"BlackRock Climate and Decarbonization Stewardship Guidelines by the Funds listed in Appendix A.","page_number":103,"box":{"x":60,"y":617,"width":689,"height":13}},{"id":"cd75703a-0c51-42ab-a8ae-30ea469cd0a4","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":103,"box":{"x":60,"y":644,"width":876,"height":12}},{"id":"397d0676-bbb8-454a-a984-24af1263d8d4","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":103,"box":{"x":60,"y":659,"width":828,"height":12}},{"id":"903f5308-8570-4592-9941-d65cbc639234","block_type":"box","text":"Decarbonization Stewardship Guidelines, as applicable.","page_number":103,"box":{"x":60,"y":674,"width":384,"height":12}},{"id":"9edf4603-d642-4e36-b087-8781142ad337","block_type":"box","text":"Conflicts Management","page_number":103,"box":{"x":59,"y":700,"width":164,"height":13}},{"id":"0c562264-043a-4da4-b88f-54758da208af","block_type":"box","text":"BlackRock Investment Stewardship (“BIS”) maintains policies and procedures that seek to prevent undue influence on","page_number":103,"box":{"x":60,"y":727,"width":823,"height":12}},{"id":"9326e2c4-fa18-4379-b47d-a005da1f670d","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":103,"box":{"x":60,"y":742,"width":864,"height":12}},{"id":"4615fff3-9c3e-4a41-89c3-838ee9705536","block_type":"box","text":"Potential material conflicts, and the resultant potential for undue influence, might be due to a relationship between the","page_number":103,"box":{"x":60,"y":757,"width":830,"height":12}},{"id":"1a0b8872-6463-4e0a-9382-9d598badbc48","block_type":"box","text":"investee company (or any shareholder proponent or dissident shareholder) and BlackRock, BlackRock’s affiliates or","page_number":103,"box":{"x":60,"y":772,"width":802,"height":12}},{"id":"8d2d232f-4749-4f4f-ad2c-8a90cb8117c4","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":103,"box":{"x":59,"y":787,"width":826,"height":13}},{"id":"252f837f-9c89-476d-bcd2-0f813d9b5c95","block_type":"box","text":"outlined in detail in the Guidelines. In mitigating conflicts, BIS will adhere to the Guidelines.","page_number":103,"box":{"x":59,"y":802,"width":635,"height":13}},{"id":"59874175-3d5a-43a9-b3ad-66cc136645be","block_type":"box","text":"In certain instances, BIS will engage an independent third-party voting service provider to make proxy voting","page_number":103,"box":{"x":60,"y":829,"width":757,"height":12}},{"id":"a4043956-59e7-42f5-b495-b3c5228cfe00","block_type":"box","text":"recommendations as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance","page_number":103,"box":{"x":60,"y":844,"width":783,"height":12}},{"id":"0ffa3d9b-f26f-40d9-8c87-c53303fd044c","block_type":"box","text":"requirements, or as may be otherwise required by applicable law.","page_number":103,"box":{"x":60,"y":859,"width":451,"height":12}},{"id":"570008b9-53a6-4401-b691-bdd744bd5b5d","block_type":"box","text":"A-19","page_number":103,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"d6b3f248-dab7-4fe5-8b9b-ddecd09b2cb5","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":104,"box":{"x":59,"y":67,"width":868,"height":12}},{"id":"af7afaed-6d6c-43fd-b985-128a9a85bf1f","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":104,"box":{"x":60,"y":82,"width":868,"height":12}},{"id":"6f95ea26-a625-4d47-a2e0-d493feb9edb4","block_type":"box","text":"The Guidelines set forth BlackRock’s approach to recalling securities on loan in connection with proxy voting.","page_number":104,"box":{"x":59,"y":97,"width":763,"height":12}},{"id":"b3924b91-af32-4fa8-bbac-b29057c9d079","block_type":"box","text":"Reports to the Board","page_number":104,"box":{"x":60,"y":123,"width":147,"height":13}},{"id":"6eb95386-0cf0-48b7-bc2d-dd4ec32669cc","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":104,"box":{"x":60,"y":150,"width":859,"height":12}},{"id":"ce63774b-9774-4fc7-b798-d0a6aca1cf62","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":104,"box":{"x":60,"y":165,"width":862,"height":12}},{"id":"0fe6d766-bef5-4af4-a2a3-e07124712aad","block_type":"box","text":"Guidelines and the BlackRock Climate and Decarbonization Stewardship Guidelines, as applicable (2) any material changes to","page_number":104,"box":{"x":59,"y":180,"width":878,"height":12}},{"id":"56385c69-f614-4626-ac35-352ab48b63e9","block_type":"box","text":"the Guidelines and the BlackRock Climate and Decarbonization Stewardship Guidelines, including material changes to","page_number":104,"box":{"x":59,"y":195,"width":825,"height":12}},{"id":"762e759d-0047-410f-a0b1-be5f0a4f1c38","block_type":"box","text":"conflicts management practices, that have not previously been reported.","page_number":104,"box":{"x":59,"y":210,"width":507,"height":13}},{"id":"1fbcc6d2-8e9f-4fd2-a128-ec627a4de1d7","block_type":"box","text":"Appendix A","page_number":104,"box":{"x":59,"y":237,"width":85,"height":12}},{"id":"2e36d76c-2ece-4368-8210-2fc1303044d0","block_type":"box","text":"iShares Climate Conscious & Transition MSCI USA ETF","page_number":104,"box":{"x":60,"y":263,"width":379,"height":10}},{"id":"c16d3d96-b5f7-41f8-8bdf-7a1401d6dc02","block_type":"box","text":"iShares ESG Advanced MSCI EAFE ETF","page_number":104,"box":{"x":60,"y":278,"width":268,"height":10}},{"id":"18acf21f-e8a3-4333-8e26-d767531f5e65","block_type":"box","text":"iShares ESG Advanced MSCI EM ETF","page_number":104,"box":{"x":60,"y":293,"width":255,"height":10}},{"id":"15e8d2de-63a9-4fc7-ab0a-372c93cfc982","block_type":"box","text":"iShares ESG Advanced MSCI USA ETF","page_number":104,"box":{"x":60,"y":308,"width":262,"height":10}},{"id":"cb847628-9ccf-46e5-a6d4-2a41b36b3d32","block_type":"box","text":"iShares ESG MSCI EM Leaders ETF","page_number":104,"box":{"x":60,"y":324,"width":239,"height":9}},{"id":"af93fa94-de85-428f-9fd0-60afa326edff","block_type":"box","text":"iShares ESG MSCI USA Leaders ETF","page_number":104,"box":{"x":60,"y":339,"width":247,"height":9}},{"id":"e0df20a0-8772-483c-8be4-f6329ddb8123","block_type":"box","text":"iShares MSCI ACWI Low Carbon Target ETF","page_number":104,"box":{"x":60,"y":354,"width":303,"height":12}},{"id":"e6e2f433-33b5-44ce-824b-a004b978ee75","block_type":"box","text":"iShares ESG MSCI KLD 400 ETF","page_number":104,"box":{"x":60,"y":369,"width":218,"height":10}},{"id":"3dfb1d33-4e50-49f6-afb2-c6742e706970","block_type":"box","text":"iShares ESG Optimized MSCI USA ETF","page_number":104,"box":{"x":60,"y":384,"width":264,"height":12}},{"id":"a452fce2-0cf4-4e7f-8824-b4c1731605b9","block_type":"box","text":"iShares Paris-Aligned Climate Optimized MSCI USA ETF","page_number":104,"box":{"x":60,"y":399,"width":387,"height":13}},{"id":"78051841-dba0-4178-8bc1-6ef3e96e28ae","block_type":"box","text":"iShares Paris-Aligned Climate Optimized MSCI World ex USA ETF","page_number":104,"box":{"x":60,"y":414,"width":453,"height":13}},{"id":"505c4731-81d1-47c6-9075-458b20760eb6","block_type":"box","text":"A-20","page_number":104,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"82ae8c0c-2675-441e-a815-4b2a105fede5","block_type":"box","text":"BlackRock Investment Stewardship","page_number":105,"box":{"x":198,"y":67,"width":603,"height":30}},{"id":"96054ee1-40b4-4b8c-9708-5562223689a9","block_type":"box","text":"Global Principles for Benchmark Policies","page_number":105,"box":{"x":59,"y":111,"width":291,"height":12}},{"id":"fe0ed474-339b-4ee1-9d9b-174277fc90da","block_type":"box","text":"Effective as of January 2025","page_number":105,"box":{"x":76,"y":137,"width":198,"height":13}},{"id":"b9e46c87-dc85-402e-bc04-fd9ca181fb3a","block_type":"box","text":"The purpose of this document is to provide an overarching explanation of BlackRock’s global approach to our responsibilities","page_number":105,"box":{"x":60,"y":164,"width":867,"height":12}},{"id":"29c3624f-a357-4c84-9e87-75bbd278138d","block_type":"box","text":"as a shareholder on behalf of our clients, the principles that guide our dialogue with companies, and our commitments to","page_number":105,"box":{"x":59,"y":179,"width":848,"height":12}},{"id":"1f9f1d86-422c-49ea-b05d-33d1e6bfeda9","block_type":"box","text":"clients in terms of our own governance and transparency.","page_number":105,"box":{"x":59,"y":194,"width":399,"height":12}},{"id":"177a13a6-0854-4094-8f1f-2c79f99b0e70","block_type":"box","text":"Introduction to BlackRock Investment Stewardship","page_number":105,"box":{"x":141,"y":256,"width":353,"height":12}},{"id":"30f71d07-d421-40b2-83a1-890fc9798ae9","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-21","page_number":105,"box":{"x":502,"y":256,"width":353,"height":9}},{"id":"4e69b4d0-9f94-48be-949f-8482aa11d35b","block_type":"box","text":"Philosophy on investment stewardship . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-22","page_number":105,"box":{"x":140,"y":274,"width":717,"height":13}},{"id":"9b2d4a89-76a3-4173-a472-01dbe73a781a","block_type":"box","text":"Shareholder rights","page_number":105,"box":{"x":140,"y":293,"width":128,"height":13}},{"id":"2c4d05a1-a02b-4797-90dd-3f45b2548aea","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-22","page_number":105,"box":{"x":273,"y":294,"width":584,"height":9}},{"id":"cacb4029-afd3-4e7e-952f-0764bcff7fe6","block_type":"box","text":"Stewardship in practice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-22","page_number":105,"box":{"x":140,"y":312,"width":717,"height":13}},{"id":"5b44ad2c-1096-4116-b510-eef57f0e8227","block_type":"box","text":"Key themes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-23","page_number":105,"box":{"x":140,"y":331,"width":717,"height":13}},{"id":"28cc6d9d-a985-4032-b392-8f6535cc28e1","block_type":"box","text":"Boards and directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-23","page_number":105,"box":{"x":140,"y":350,"width":717,"height":10}},{"id":"39ff89f1-ac7e-4be7-ab89-2a8bbd198a79","block_type":"box","text":"Auditors and audit-related issues","page_number":105,"box":{"x":139,"y":369,"width":232,"height":10}},{"id":"74c5a6ea-93ba-4d40-96f2-d30bb37a789a","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-25","page_number":105,"box":{"x":378,"y":370,"width":479,"height":9}},{"id":"943ed2df-1585-44bb-9ca7-122c8cdc5768","block_type":"box","text":"Capital structure, mergers, asset sales, and other special transactions","page_number":105,"box":{"x":140,"y":388,"width":483,"height":12}},{"id":"084b323d-4f79-46cb-a0ac-bcc355d353df","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-26","page_number":105,"box":{"x":625,"y":388,"width":233,"height":10}},{"id":"94d21392-3f62-417f-b40a-9eebb4dd4a7b","block_type":"box","text":"Executive compensation","page_number":105,"box":{"x":140,"y":407,"width":169,"height":12}},{"id":"5d13d2ef-b95b-4a6b-aa77-c758596e7dfd","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-27","page_number":105,"box":{"x":312,"y":407,"width":545,"height":9}},{"id":"383123d1-25ca-44be-9738-62a436194939","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":105,"box":{"x":140,"y":426,"width":373,"height":12}},{"id":"cff98472-9b24-42b7-ae61-8313a29f313b","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-28","page_number":105,"box":{"x":515,"y":426,"width":342,"height":9}},{"id":"5cd6e56a-370c-4955-a87d-61b8f43df5fb","block_type":"box","text":"Other corporate governance matters and shareholder protections","page_number":105,"box":{"x":140,"y":445,"width":458,"height":12}},{"id":"58297823-1834-48d5-bde6-bd5abe90b3b3","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-30","page_number":105,"box":{"x":606,"y":445,"width":252,"height":9}},{"id":"899d224b-c3eb-4837-9739-852c290d5a18","block_type":"box","text":"Shareholder proposals","page_number":105,"box":{"x":140,"y":463,"width":156,"height":13}},{"id":"86aa213e-e255-42ea-b686-ab445faafe8b","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-31","page_number":105,"box":{"x":299,"y":464,"width":556,"height":9}},{"id":"9ad6590f-69fc-4931-be9c-30c58334f9bc","block_type":"box","text":"BlackRock’s oversight of its investment stewardship activities","page_number":105,"box":{"x":140,"y":482,"width":427,"height":13}},{"id":"27987a2b-1ae4-47d8-a8f6-3947fa779364","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-31","page_number":105,"box":{"x":573,"y":483,"width":282,"height":9}},{"id":"3541de1c-8915-4669-aa23-83f3518340c1","block_type":"box","text":"Voting guidelines and vote execution","page_number":105,"box":{"x":139,"y":501,"width":258,"height":13}},{"id":"72cf82e6-a3c7-4faa-9656-65a2f0214746","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-32","page_number":105,"box":{"x":404,"y":502,"width":453,"height":9}},{"id":"163c4805-110c-4e5b-8ea7-cf84f2dbce1b","block_type":"box","text":"Voting Choice","page_number":105,"box":{"x":139,"y":520,"width":98,"height":12}},{"id":"8bcb9ce6-a667-4983-93d6-169208ca0752","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-32","page_number":105,"box":{"x":241,"y":521,"width":616,"height":9}},{"id":"5790574c-e588-41d6-929c-f7c455a456e5","block_type":"box","text":"Conflicts management policies and procedures","page_number":105,"box":{"x":140,"y":539,"width":329,"height":12}},{"id":"ccd8c05b-79b2-44ee-a522-8176ff18478c","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-33","page_number":105,"box":{"x":475,"y":540,"width":382,"height":9}},{"id":"b0898c65-0ced-4a41-941f-5ee76501414e","block_type":"box","text":"Securities lending","page_number":105,"box":{"x":140,"y":558,"width":122,"height":12}},{"id":"4db49a16-e2a5-4249-864f-0f2cd3e4dff8","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-34","page_number":105,"box":{"x":267,"y":558,"width":591,"height":10}},{"id":"46f82afc-1c26-449c-acbb-3de8c0676fe2","block_type":"box","text":"Reporting and vote transparency","page_number":105,"box":{"x":140,"y":577,"width":229,"height":12}},{"id":"186cbdf5-7154-4c51-865a-714b2a0ece5b","block_type":"box","text":". . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .A-34","page_number":105,"box":{"x":371,"y":577,"width":487,"height":10}},{"id":"a007938a-f618-49cb-83ad-02942a71c77f","block_type":"box","text":"Introduction to BlackRock Investment Stewardship","page_number":105,"box":{"x":60,"y":610,"width":365,"height":12}},{"id":"8592ea34-f09d-4ad1-94ee-fc9ec9920b42","block_type":"box","text":"BlackRock’s clients depend on us to help them meet their varied investment goals. We consider it one of our responsibilities","page_number":105,"box":{"x":60,"y":636,"width":863,"height":12}},{"id":"1b042b80-0fbb-4ff4-a53b-af0d76563873","block_type":"box","text":"to be an informed, engaged shareholder on their behalf, given the business decisions that companies make have a direct","page_number":105,"box":{"x":59,"y":651,"width":843,"height":13}},{"id":"6b5da702-8388-4e38-b0b5-2666ce00ead2","block_type":"box","text":"impact on our clients’ long-term investment outcomes and financial well-being. BlackRock Investment Stewardship (BIS) is a","page_number":105,"box":{"x":60,"y":666,"width":872,"height":13}},{"id":"c6e59b12-4172-4412-9a0f-8a146596f1ca","block_type":"box","text":"dedicated function within BlackRock, which is responsible for engaging with public companies on behalf of index strategies.","page_number":105,"box":{"x":59,"y":681,"width":868,"height":13}},{"id":"60b32b20-5e39-49e5-a70a-ed8ed9d8ffef","block_type":"box","text":"Investment Stewardship is one of the ways we fulfill our fiduciary responsibilities as an asset manager to our clients. Our sole","page_number":105,"box":{"x":60,"y":697,"width":874,"height":12}},{"id":"8220ec6c-2e83-43dd-89db-b6d815acdf41","block_type":"box","text":"objective when conducting our stewardship program is to advance our clients’ long-term financial interests.","page_number":105,"box":{"x":59,"y":712,"width":755,"height":12}},{"id":"82b4e36a-b5b3-48c4-8d4b-e47c0c489929","block_type":"box","text":"(1)","page_number":105,"box":{"x":816,"y":710,"width":14,"height":8}},{"id":"6bed61b1-eb6f-4994-9075-a5884d287961","block_type":"box","text":"BIS takes a long-term approach in our stewardship efforts, reflecting the investment horizons of the majority of our clients.","page_number":105,"box":{"x":60,"y":738,"width":856,"height":12}},{"id":"b7576c41-8ad1-45db-afb4-e46362f71840","block_type":"box","text":"BIS does this through:","page_number":105,"box":{"x":60,"y":753,"width":152,"height":13}},{"id":"b37f19a5-c41f-4196-bd76-8b852b5c7550","block_type":"box","text":"1. Engaging with companies in a two-way dialogue to build our understanding of a company’s practices and inform our","page_number":105,"box":{"x":61,"y":773,"width":858,"height":13}},{"id":"bac55b90-12b1-41c7-a59e-0649252acfea","block_type":"box","text":"voting decisions.","page_number":105,"box":{"x":98,"y":788,"width":116,"height":13}},{"id":"8411a5b5-c3aa-4c0a-b692-7285b087cd6c","block_type":"box","text":"(1) BIS’ Benchmark Policies, and the vote decisions made consistent with these policies, take a financial materiality-based approach and are focuse","page_number":105,"box":{"x":59,"y":828,"width":835,"height":10}},{"id":"ae22891c-426d-44c9-84ab-21465e5cf30a","block_type":"box","text":"d solely","page_number":105,"box":{"x":895,"y":828,"width":42,"height":10}},{"id":"b10f3a7b-c9b6-4a46-899f-af9088a14ff3","block_type":"box","text":"on advancing clients’ financial interests. BIS’ Benchmark Policies– comprised of the BIS Global Principles, regional voting guidelines, and engag","page_number":105,"box":{"x":92,"y":841,"width":797,"height":10}},{"id":"491bb7cf-e9b3-4626-a9d0-1e01442a10a1","block_type":"box","text":"ement","page_number":105,"box":{"x":891,"y":842,"width":35,"height":7}},{"id":"b9bfc6ca-eff2-4b01-886a-a1dc07cfb7bf","block_type":"box","text":"priorities – apply to clients’ assets invested through index strategies and provide guidance on our position on common corporate governance matters","page_number":105,"box":{"x":92,"y":853,"width":837,"height":10}},{"id":"64ea3324-3360-4f91-aae1-6e46a9730969","block_type":"box","text":".","page_number":105,"box":{"x":930,"y":860,"width":2,"height":1}},{"id":"aa6c32d5-4b5a-430a-a68e-30100faf13ee","block_type":"box","text":"We take a globally consistent approach, while recognizing the unique markets and sectors in which companies operate. BlackRock offers a wide range","page_number":105,"box":{"x":91,"y":866,"width":840,"height":10}},{"id":"08f41687-b060-4171-8c00-273b506317c1","block_type":"box","text":"of investment products and funds to support our clients’ unique and varied investment objectives. Other materials on the BIS website might also pro","page_number":105,"box":{"x":92,"y":879,"width":835,"height":9}},{"id":"39d73617-ba1b-499a-8796-56a9002a4d85","block_type":"box","text":"vide useful context.","page_number":105,"box":{"x":91,"y":891,"width":109,"height":8}},{"id":"89b60461-fc2c-4988-b72d-0b7ddf073313","block_type":"box","text":"A-21","page_number":105,"box":{"x":482,"y":916,"width":31,"height":9}},{"id":"8d735465-895a-412f-beb4-993614ef7db3","block_type":"box","text":"2. Voting at shareholder meetings on management and shareholder proposals on behalf of clients who have delegated","page_number":106,"box":{"x":59,"y":67,"width":853,"height":12}},{"id":"75bb4b54-34fd-49cf-b3e7-a6f4a3abd8cc","block_type":"box","text":"voting authority to BlackRock.","page_number":106,"box":{"x":98,"y":82,"width":210,"height":12}},{"id":"3926a7bc-72e8-43f1-ad72-674caa1cc16a","block_type":"box","text":"3. Contributing to industry dialogue on stewardship to share our perspectives on matters that may impact our clients’","page_number":106,"box":{"x":59,"y":102,"width":846,"height":12}},{"id":"0274f815-fbd6-4236-912a-7409a3d2daff","block_type":"box","text":"investments.","page_number":106,"box":{"x":99,"y":118,"width":87,"height":9}},{"id":"aa7ff035-5031-4b4f-9031-70649004ec4e","block_type":"box","text":"4. Reporting on our activities to inform clients about our stewardship efforts on their behalf through a range of","page_number":106,"box":{"x":59,"y":137,"width":797,"height":13}},{"id":"aadbc3c1-f6c4-4f4f-9579-5615f76c0cbe","block_type":"box","text":"publications and direct reporting.","page_number":106,"box":{"x":98,"y":152,"width":232,"height":13}},{"id":"65bd6e76-6d10-4901-a4d6-dbc6bdcd482e","block_type":"box","text":"Philosophy on investment stewardship","page_number":106,"box":{"x":60,"y":179,"width":277,"height":12}},{"id":"aac963f5-48ae-4c67-b848-0cf26ba4674d","block_type":"box","text":"Sound governance is critical to the success of a company, the protection of investors’ interests, and long-term financial value","page_number":106,"box":{"x":59,"y":205,"width":874,"height":13}},{"id":"d2b89375-9f99-44d3-89d4-96f80acc8785","block_type":"box","text":"creation. Research indicates that high-performing companies will effectively evaluate and address risks and opportunities","page_number":106,"box":{"x":59,"y":220,"width":849,"height":13}},{"id":"58493e88-a605-47da-b6f7-f118499ef5bc","block_type":"box","text":"relevant to their businesses, which supports durable, long-term financial value creation.","page_number":106,"box":{"x":60,"y":235,"width":612,"height":13}},{"id":"00c3919b-12bf-4eb4-b58c-c72da02e314f","block_type":"box","text":"(2)","page_number":106,"box":{"x":673,"y":233,"width":14,"height":8}},{"id":"138706ca-5166-4990-a468-221828e9c98d","block_type":"box","text":"Setting, executing, and overseeing strategy are the responsibility of management and the board. As one of many minority","page_number":106,"box":{"x":59,"y":262,"width":851,"height":12}},{"id":"e81ef43e-bc8c-412c-a26a-4b917fb3038e","block_type":"box","text":"shareholders, BlackRock cannot – and does not try to – direct a company’s strategy or its implementation. Our role, on behalf","page_number":106,"box":{"x":59,"y":277,"width":878,"height":12}},{"id":"34c1bbfd-174a-43ff-92d2-b48db8177b49","block_type":"box","text":"of BlackRock’s clients as long-term investors, is to better understand how corporate leadership is managing material risks","page_number":106,"box":{"x":59,"y":292,"width":851,"height":12}},{"id":"db5a46b3-4343-4902-b908-bbafce3b6f18","block_type":"box","text":"and capitalizing on opportunities to help protect and enhance the company’s ability to deliver long-term financial returns. We","page_number":106,"box":{"x":59,"y":307,"width":877,"height":13}},{"id":"48ecb478-e926-4c5d-a3e7-eab1616e6b92","block_type":"box","text":"aim to take a globally consistent approach, while recognizing the unique markets and sectors in which companies operate.","page_number":106,"box":{"x":59,"y":322,"width":858,"height":13}},{"id":"c7e9c3a3-66f0-4647-8e0b-19f888c813d8","block_type":"box","text":"Shareholder rights","page_number":106,"box":{"x":59,"y":349,"width":133,"height":12}},{"id":"a6d985a5-cc75-4379-8b0e-2ac661646f5e","block_type":"box","text":"Corporate law, regulations and listing rules in most markets establish certain fundamental rights attached to shareholding.","page_number":106,"box":{"x":59,"y":375,"width":857,"height":13}},{"id":"5e2ffba6-fe85-4056-98b5-71dfb656e82c","block_type":"box","text":"Shareholders should have the right to:","page_number":106,"box":{"x":59,"y":390,"width":266,"height":13}},{"id":"fb13a65f-f1cf-44bd-8bc7-19aa0e640ca6","block_type":"box","text":"• Elect, remove, and nominate directors, approve the appointment of the auditor, and amend the corporate charter or by","page_number":106,"box":{"x":59,"y":411,"width":869,"height":12}},{"id":"fd5fd219-e0dd-4a07-8c9d-39e02dcc79c2","block_type":"box","text":"laws.","page_number":106,"box":{"x":92,"y":426,"width":33,"height":9}},{"id":"bb6a862a-0af4-4422-ac74-ceb460ced7ce","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":106,"box":{"x":59,"y":446,"width":873,"height":12}},{"id":"74633359-9e69-4a96-a158-811c1d4145b3","block_type":"box","text":"to the purpose of the business, dilution levels and pre-emptive rights, and the distribution of income and capital","page_number":106,"box":{"x":91,"y":461,"width":783,"height":12}},{"id":"22f579d5-71df-4e03-a986-60b9a45bd51e","block_type":"box","text":"structure.","page_number":106,"box":{"x":92,"y":477,"width":66,"height":9}},{"id":"eec668b1-6287-4936-9fe7-6c032bb7832a","block_type":"box","text":"• Access sufficient and timely information on material governance, strategic, and business matters to make informed","page_number":106,"box":{"x":59,"y":496,"width":840,"height":13}},{"id":"82d528e7-8fb0-4273-af4e-57eedf7e7371","block_type":"box","text":"decisions.","page_number":106,"box":{"x":92,"y":511,"width":68,"height":10}},{"id":"10c71f71-747c-4e67-a0da-c00edc775f2d","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":106,"box":{"x":59,"y":538,"width":843,"height":12}},{"id":"7e16dc6e-c463-40a1-a171-e9cfe024fe28","block_type":"box","text":"should be proportionate to economic ownership—the principle of “one share, one vote” helps to achieve this balance.","page_number":106,"box":{"x":59,"y":553,"width":824,"height":12}},{"id":"88079663-a5ad-43e8-8689-5df758955f45","block_type":"box","text":"Stewardship in practice","page_number":106,"box":{"x":59,"y":579,"width":169,"height":13}},{"id":"9236645b-3504-4fab-b426-347d4ba5d777","block_type":"box","text":"The assets BlackRock manages belong to our clients, which include public and private pension plans, insurers, official","page_number":106,"box":{"x":59,"y":606,"width":821,"height":12}},{"id":"fa3fc7fd-915f-4ee1-84b9-1d3ed2ec83d0","block_type":"box","text":"institutions, endowments, universities, charities, family offices, wealth managers, and ultimately, the individual investors that","page_number":106,"box":{"x":60,"y":621,"width":871,"height":12}},{"id":"671cfa26-8eb4-4721-bde9-4d1b24b4da73","block_type":"box","text":"they serve. Through stewardship, we assess how companies are creating long-term financial value to serve our clients, many","page_number":106,"box":{"x":59,"y":636,"width":873,"height":12}},{"id":"1606bd83-a8d5-47e2-b7f2-7abb8dbf1bd5","block_type":"box","text":"of whom are saving for long-term goals, such as retirement.","page_number":106,"box":{"x":59,"y":651,"width":419,"height":13}},{"id":"859a56d0-c4dd-4d4e-9896-4e4d39ad9f25","block_type":"box","text":"As shareholders of public companies, our clients have the right to vote on matters proposed by a company’s management or","page_number":106,"box":{"x":59,"y":678,"width":875,"height":12}},{"id":"d934795b-1072-44a1-9ea8-ba4963e71552","block_type":"box","text":"its shareholders. Voting is an important mechanism for investors to express support for, or concern about, a company’s","page_number":106,"box":{"x":60,"y":693,"width":834,"height":12}},{"id":"42d487a6-9240-465f-8b19-42e20c617b78","block_type":"box","text":"performance and most of our clients authorize BlackRock to exercise this right on their behalf. For those clients, and as a","page_number":106,"box":{"x":59,"y":708,"width":842,"height":12}},{"id":"c8bc4360-8f0b-4f6c-b472-cefbeed45624","block_type":"box","text":"fiduciary, BlackRock is legally required to make proxy voting determinations in a manner that is consistent with their","page_number":106,"box":{"x":59,"y":723,"width":812,"height":12}},{"id":"3abed9a7-a55a-40f1-9075-5670de73f599","block_type":"box","text":"investment objectives. BIS does this by casting votes in favor of proposals that, in our assessment, will promote stronger","page_number":106,"box":{"x":60,"y":738,"width":840,"height":12}},{"id":"22f141e2-75df-43f6-ae36-0991fc035c1c","block_type":"box","text":"governance and better operating practices and, in turn, potentially enhance long-term shareholder value. Our vote decisions","page_number":106,"box":{"x":59,"y":753,"width":870,"height":13}},{"id":"34092c35-a6e0-469e-9e21-ca03f4c0596a","block_type":"box","text":"are informed by our in-depth analysis of company disclosures, engagement with boards and management teams, third-party","page_number":106,"box":{"x":59,"y":768,"width":876,"height":13}},{"id":"fbd6d82d-707d-43c3-9da1-b60961ddda2b","block_type":"box","text":"research, and comparisons against a company’s industry peers.","page_number":106,"box":{"x":60,"y":783,"width":443,"height":13}},{"id":"e2f1c42b-179e-4e3d-8b99-15040170938b","block_type":"box","text":"BIS takes a constructive, long-term approach to our engagement with companies, reflecting the investment horizons of the","page_number":106,"box":{"x":60,"y":810,"width":861,"height":12}},{"id":"5872b53a-5c8f-40ff-8146-5122ed186267","block_type":"box","text":"majority of our clients. An engagement is a meeting between BIS and a company’s board and management that helps","page_number":106,"box":{"x":60,"y":825,"width":824,"height":12}},{"id":"0a044520-1d40-47bb-a4d4-53c7a3ef66e8","block_type":"box","text":"improve our understanding of the company’s business model and material risks and opportunities, to inform our voting","page_number":106,"box":{"x":60,"y":840,"width":836,"height":12}},{"id":"717d339f-a95b-4c9d-81c1-99e8dfccf472","block_type":"box","text":"(2) PwC, “The 3 things all high-performing companies do”. Harvard Business Review, “6 Strategic Concepts That Set High-Performing Companies Apart”","page_number":106,"box":{"x":59,"y":879,"width":866,"height":9}},{"id":"6692d474-be70-4d61-8497-856d15f3770e","block_type":"box","text":",","page_number":106,"box":{"x":926,"y":885,"width":2,"height":3}},{"id":"981992cb-9d31-4a97-9b85-8455edda8d1e","block_type":"box","text":"March 2024.","page_number":106,"box":{"x":92,"y":891,"width":69,"height":8}},{"id":"464733e3-4259-45ff-89b9-4a9d65a0cdad","block_type":"box","text":"A-22","page_number":106,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"d1fbd4af-ac97-41da-ae1d-772d7dd3795d","block_type":"box","text":"decisions on behalf of clients who authorize us to vote on their behalf. In these two-way conversations, we listen to and learn","page_number":107,"box":{"x":59,"y":67,"width":874,"height":12}},{"id":"56f79e92-ae0d-492b-9cf1-5f8dbdca25a8","block_type":"box","text":"directly from company directors and executives and ask questions relevant to their business. Either a company or BIS can","page_number":107,"box":{"x":59,"y":82,"width":847,"height":12}},{"id":"ffe7fbd9-47d0-4b7e-96bc-fe6ecc729ae9","block_type":"box","text":"request an engagement. Many of the engagements are initiated by companies to discuss their long-term strategy, risk and","page_number":107,"box":{"x":60,"y":97,"width":855,"height":12}},{"id":"fba8b10b-ed0f-4aaa-b1c7-fc41a902761f","block_type":"box","text":"opportunity set, and management’s plan to deliver financial returns through business cycles. The ongoing, multiyear nature","page_number":107,"box":{"x":59,"y":112,"width":866,"height":12}},{"id":"9b9cf9a8-98f4-45c6-b37a-870a99c0bffc","block_type":"box","text":"of our engagements allows us to build strong relationships with company leadership and mutual understanding on key","page_number":107,"box":{"x":59,"y":127,"width":835,"height":12}},{"id":"d451a1c1-559a-4950-9d58-e94ffbc36fad","block_type":"box","text":"matters of corporate governance and the drivers of long-term financial performance.","page_number":107,"box":{"x":60,"y":142,"width":593,"height":13}},{"id":"e195c82c-c4c4-41dd-a013-58e933bc7855","block_type":"box","text":"Generally, we support the vote recommendations of the board of directors and management. In case of concerns, we","page_number":107,"box":{"x":59,"y":169,"width":820,"height":12}},{"id":"7d2413af-eb95-40a0-823b-7e407f649091","block_type":"box","text":"typically raise these through dialogue with board members and management teams first. When we determine it is in our","page_number":107,"box":{"x":59,"y":184,"width":844,"height":12}},{"id":"53d6424e-d93b-423a-a9cc-73bf2ca4f570","block_type":"box","text":"clients’ financial interests to convey concern to companies through voting, we do so in two forms: we might not support the","page_number":107,"box":{"x":59,"y":199,"width":870,"height":12}},{"id":"167d7f7d-733c-450c-b892-360749fcfd55","block_type":"box","text":"election of directors or other management proposals, or we might not support management’s voting recommendation on a","page_number":107,"box":{"x":59,"y":214,"width":868,"height":12}},{"id":"23f89467-d83b-4661-ab22-708bd41991fd","block_type":"box","text":"shareholder proposal.","page_number":107,"box":{"x":59,"y":229,"width":151,"height":12}},{"id":"72ee3893-f047-4a56-924b-69d0e236245f","block_type":"box","text":"Key themes","page_number":107,"box":{"x":60,"y":256,"width":82,"height":12}},{"id":"8265800c-1bc6-4506-92f4-a2b1a413540c","block_type":"box","text":"While accepted standards and norms of corporate governance can differ between markets, in our experience, there are","page_number":107,"box":{"x":59,"y":282,"width":832,"height":12}},{"id":"3409e3ad-75ef-4bc7-bfca-818d8f2b8ea9","block_type":"box","text":"certain globally applicable fundamental elements of corporate governance that contribute to a company’s ability to create","page_number":107,"box":{"x":59,"y":297,"width":854,"height":13}},{"id":"069bce6c-d439-4d2f-870b-af2a9d7744fe","block_type":"box","text":"long-term financial value for shareholders. These global themes are set out in this overarching set of principles (the","page_number":107,"box":{"x":60,"y":312,"width":805,"height":13}},{"id":"de226e84-f206-4bdb-b8cd-aec94f0ab3d8","block_type":"box","text":"“Principles”), which are anchored in transparency and accountability.","page_number":107,"box":{"x":59,"y":327,"width":483,"height":13}},{"id":"77c1340e-a3b6-43c9-8391-917f5d4db67f","block_type":"box","text":"At a minimum, it is our view that companies should observe the accepted corporate governance standards in their domestic","page_number":107,"box":{"x":59,"y":354,"width":870,"height":12}},{"id":"4d153481-0909-498f-b077-aebcb17ef4a8","block_type":"box","text":"market,","page_number":107,"box":{"x":60,"y":369,"width":51,"height":11}},{"id":"a8b4c40c-1e38-4245-ac92-cbb3526021f5","block_type":"box","text":"(3)","page_number":107,"box":{"x":113,"y":367,"width":14,"height":8}},{"id":"d1956208-388e-47b5-b866-98ecdbde6229","block_type":"box","text":"and we ask that, if they do not, they explain how their approach better supports durable, long-term financial value","page_number":107,"box":{"x":133,"y":369,"width":798,"height":12}},{"id":"2bcb7cf9-2145-4b6f-930e-43e1369a66d3","block_type":"box","text":"creation.","page_number":107,"box":{"x":59,"y":385,"width":60,"height":9}},{"id":"ae261423-301f-47b3-96e2-ac544264bab6","block_type":"box","text":"These Principles cover seven key subjects:","page_number":107,"box":{"x":75,"y":411,"width":304,"height":12}},{"id":"53c5e19c-0682-484d-8049-f4bf503e7563","block_type":"box","text":"• Boards and directors","page_number":107,"box":{"x":59,"y":431,"width":176,"height":9}},{"id":"e143294a-b6f9-4880-a99f-cd4aba6ef24d","block_type":"box","text":"• Auditors and audit-related issues","page_number":107,"box":{"x":59,"y":451,"width":264,"height":10}},{"id":"f8a379f3-af97-4b70-84c8-13d04b79171f","block_type":"box","text":"• Capital structure, mergers, asset sales, and other special transactions","page_number":107,"box":{"x":59,"y":471,"width":516,"height":12}},{"id":"02feb821-ae0d-47d6-bbd3-343611adca2d","block_type":"box","text":"• Executive compensation","page_number":107,"box":{"x":59,"y":492,"width":202,"height":12}},{"id":"a31a3588-9289-4a5f-b9d0-73951d159c62","block_type":"box","text":"• Material sustainability-related risks and opportunities","page_number":107,"box":{"x":59,"y":511,"width":406,"height":13}},{"id":"d8c19d99-da4a-47f1-9914-956af68c78d6","block_type":"box","text":"• Other corporate governance matters and shareholder protections","page_number":107,"box":{"x":59,"y":531,"width":491,"height":13}},{"id":"406d4489-0601-43e8-b717-3607ea10878a","block_type":"box","text":"• Shareholder proposals","page_number":107,"box":{"x":59,"y":552,"width":189,"height":12}},{"id":"5735d011-4d84-452a-935e-28b52efd2796","block_type":"box","text":"Our regional and market-specific voting guidelines explain how these Principles inform our voting decisions in relation to","page_number":107,"box":{"x":59,"y":578,"width":847,"height":12}},{"id":"85a06917-d7b8-439c-8119-42d0e0aad211","block_type":"box","text":"common ballot items for shareholder meetings in those markets. Alongside the Principles and regional voting guidelines, BIS","page_number":107,"box":{"x":59,"y":593,"width":872,"height":13}},{"id":"d405bd1c-effa-42cc-8dcf-083d0fd8a8f7","block_type":"box","text":"publishes our engagement priorities which reflect the five themes on which we most frequently engage companies, where","page_number":107,"box":{"x":59,"y":608,"width":857,"height":13}},{"id":"32ec7935-228f-447e-86e1-6344fe9b7dd3","block_type":"box","text":"they are relevant, as these can be a source of material business risk or opportunity. Collectively, these BIS policies set out the","page_number":107,"box":{"x":59,"y":623,"width":868,"height":13}},{"id":"3cfbe054-629c-4eee-9405-4b3e6fcc2d36","block_type":"box","text":"core elements of corporate governance that guide our investment stewardship program globally and within each market. The","page_number":107,"box":{"x":59,"y":639,"width":879,"height":12}},{"id":"45ade45d-bf3e-459a-98c5-4f3844b89bc5","block_type":"box","text":"BIS policies are not prescriptive, applied on a pragmatic, case-by-case basis, taking into consideration a number of factors,","page_number":107,"box":{"x":60,"y":654,"width":855,"height":12}},{"id":"623089e0-a2be-46ae-be3a-d813a72110f6","block_type":"box","text":"including the sector, market, and business environment within which a company is operating.","page_number":107,"box":{"x":60,"y":669,"width":653,"height":12}},{"id":"c535f529-c044-42a8-8197-86c894027aed","block_type":"box","text":"Boards and directors","page_number":107,"box":{"x":60,"y":695,"width":148,"height":10}},{"id":"ae81042b-9a07-4508-acca-e9d5101d66ba","block_type":"box","text":"Companies whose boards are comprised of appropriately qualified, engaged directors with professional characteristics","page_number":107,"box":{"x":59,"y":722,"width":830,"height":12}},{"id":"79726378-428b-4cc5-a908-33cc12fb5f9b","block_type":"box","text":"relevant to a company’s business enhance the ability of the board to add value and be the voice of shareholders in board","page_number":107,"box":{"x":60,"y":737,"width":841,"height":12}},{"id":"d4874c58-227d-42b7-a750-b5d926b0b841","block_type":"box","text":"discussions. A strong board gives a company a competitive advantage, providing valuable oversight and contributing to the","page_number":107,"box":{"x":59,"y":752,"width":863,"height":12}},{"id":"508a84f8-b894-4ae5-b5b3-ea2772096ac7","block_type":"box","text":"most important management decisions that support long-term financial performance. As part of their responsibilities, board","page_number":107,"box":{"x":60,"y":767,"width":871,"height":12}},{"id":"ccc19219-04db-4028-b9ee-4519768fd65a","block_type":"box","text":"members have a fiduciary duty to shareholders to oversee the strategic direction, operations, and risk management of a","page_number":107,"box":{"x":60,"y":782,"width":837,"height":13}},{"id":"f593c1d3-4405-4431-9303-49da45dcf25c","block_type":"box","text":"company. This is why our investment stewardship efforts have always started with the performance of the board of directors,","page_number":107,"box":{"x":59,"y":797,"width":874,"height":13}},{"id":"d1284786-f11a-4458-9eff-3c716cbf5923","block_type":"box","text":"and why we see engagement with, and the election of, directors as one of our most important responsibilities. We engage, as","page_number":107,"box":{"x":59,"y":812,"width":876,"height":13}},{"id":"4f0dc5cc-d04d-49a8-b2ea-150c7ace19fa","block_type":"box","text":"necessary, with members of the board’s nominating and/or governance committee to assess whether governance practices","page_number":107,"box":{"x":60,"y":828,"width":867,"height":12}},{"id":"f03daaab-0649-4446-bf3e-1bcebf84aa5b","block_type":"box","text":"(3) Our regional voting guidelines, which we publish on the BIS website, reflect these different market standards and norms. Depending on the market,","page_number":107,"box":{"x":59,"y":879,"width":857,"height":9}},{"id":"9046de00-5478-4940-88de-26a3dfcdc880","block_type":"box","text":"generally accepted practice is informed by corporate law, market regulation, best practices, and industry initiatives, amongst other factors.","page_number":107,"box":{"x":92,"y":891,"width":774,"height":10}},{"id":"d83cc97d-8b20-484e-b000-5f4e42512a8a","block_type":"box","text":"A-23","page_number":107,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"4d32eb06-be94-4e8a-94f3-27a639fbfb5d","block_type":"box","text":"and board composition are appropriate given a company’s business model and we take into consideration a number of","page_number":108,"box":{"x":59,"y":67,"width":834,"height":12}},{"id":"2da67a00-5de3-4501-9d17-384eb018c78f","block_type":"box","text":"factors, including the sector, market, and business environment within which a company is operating.","page_number":108,"box":{"x":59,"y":82,"width":711,"height":12}},{"id":"d3b5399f-f896-4ab2-aefa-0095a60db02d","block_type":"box","text":"We view it as good practice when the board establishes and maintains a framework of robust and effective governance","page_number":108,"box":{"x":59,"y":108,"width":832,"height":13}},{"id":"52239a17-0dbf-4a11-a4cf-d0026fd4caf0","block_type":"box","text":"mechanisms to support its oversight of the company’s strategy and operations consistent with the long-term economic","page_number":108,"box":{"x":60,"y":123,"width":838,"height":13}},{"id":"e4a03cc1-edfd-46c7-bde3-759821a00f8c","block_type":"box","text":"interests of investors. There should be clear descriptions of the role of the board and the committees of the board and how","page_number":108,"box":{"x":60,"y":138,"width":859,"height":13}},{"id":"b0e96983-c80a-485b-b1d1-da000b72fdba","block_type":"box","text":"directors engage with and oversee management. Disclosure of material risks that may affect a company’s long-term strategy","page_number":108,"box":{"x":59,"y":154,"width":875,"height":12}},{"id":"ca1cdb4c-0beb-41d1-b827-d72b77f5fb4c","block_type":"box","text":"and financial value creation, including material sustainability-related factors when relevant, is helpful for investors to","page_number":108,"box":{"x":59,"y":169,"width":814,"height":12}},{"id":"7ba5629c-4556-4c6a-8df5-09c295037329","block_type":"box","text":"appropriately understand and assess how effectively management is identifying, managing, and mitigating such risks.","page_number":108,"box":{"x":59,"y":184,"width":825,"height":12}},{"id":"a4287105-67fe-44f1-8e75-7192b9475f83","block_type":"box","text":"We seek to understand management’s long-term strategy and the milestones against which investors should assess its","page_number":108,"box":{"x":59,"y":210,"width":835,"height":13}},{"id":"6494d1fa-bc39-4edd-9104-4c17d93550ab","block_type":"box","text":"implementation. If any strategic targets are significantly missed or materially restated, we find it helpful when company","page_number":108,"box":{"x":60,"y":225,"width":834,"height":13}},{"id":"16706bf1-28ae-4f2e-a47a-5d3652156af3","block_type":"box","text":"disclosures provide a detailed explanation of the changes and an indication of the board’s role in reviewing the revised","page_number":108,"box":{"x":59,"y":240,"width":827,"height":13}},{"id":"2a8e453d-4a6c-4ad7-8625-94bcce00a447","block_type":"box","text":"targets. We look to the board to articulate the effectiveness of these mechanisms in overseeing the management of business","page_number":108,"box":{"x":59,"y":256,"width":872,"height":12}},{"id":"34f15a69-f0fa-44a6-b9ec-fc1b05980ce4","block_type":"box","text":"risks and opportunities and the fulfillment of the company’s strategy.","page_number":108,"box":{"x":60,"y":271,"width":481,"height":12}},{"id":"7aed5bcf-d803-406a-9dc7-16c0c3a492af","block_type":"box","text":"Where a company has not adequately disclosed and demonstrated that its board has fulfilled these corporate governance","page_number":108,"box":{"x":59,"y":297,"width":851,"height":13}},{"id":"5c01ffcd-eada-471b-97ae-9ba75ae38f9d","block_type":"box","text":"and risk oversight responsibilities, we may consider voting against the election of directors who, on our assessment, have","page_number":108,"box":{"x":59,"y":312,"width":849,"height":13}},{"id":"92185520-5d29-4a29-b6a5-f0e00b999dba","block_type":"box","text":"particular responsibility for the issues. We assess director performance on a case-by-case basis and in light of each","page_number":108,"box":{"x":59,"y":327,"width":802,"height":13}},{"id":"6fc3e2ee-827a-4e7f-9895-f491139da21b","block_type":"box","text":"company’s circumstances, taking into consideration its governance, business practices that support durable, long-term","page_number":108,"box":{"x":59,"y":343,"width":835,"height":12}},{"id":"4517b86c-8ca7-4e97-9163-7fe01b02ea46","block_type":"box","text":"financial value creation, and performance. Set out below are factors we may take into consideration.","page_number":108,"box":{"x":59,"y":358,"width":700,"height":12}},{"id":"7851d09b-de69-467d-b316-43078d7a77e9","block_type":"box","text":"Regular accountability through director elections","page_number":108,"box":{"x":76,"y":384,"width":354,"height":12}},{"id":"7344fd8d-2bef-43fa-838d-de0da72aafbc","block_type":"box","text":"To ensure accountability for their actions on behalf of shareholders, directors should stand for election on a regular basis,","page_number":108,"box":{"x":59,"y":411,"width":848,"height":12}},{"id":"e2502734-18b1-40ff-8a18-01416b6bd114","block_type":"box","text":"ideally annually.","page_number":108,"box":{"x":60,"y":426,"width":109,"height":12}},{"id":"43c05a09-17e1-43c0-8ff0-8fa1b086a568","block_type":"box","text":"(4)","page_number":108,"box":{"x":170,"y":424,"width":14,"height":8}},{"id":"8b2e8045-95a3-4b3b-a19c-401c3ed7bd28","block_type":"box","text":"Annual director elections allow shareholders to reaffirm their support for board members and/or hold","page_number":108,"box":{"x":190,"y":426,"width":712,"height":12}},{"id":"41241485-8fda-43b0-8719-25bc8dab5aac","block_type":"box","text":"them accountable for their decisions in a timely manner. When board members are not elected annually, in our experience, it","page_number":108,"box":{"x":59,"y":441,"width":873,"height":12}},{"id":"05e2f9d6-1f75-43d7-9b0f-8b54acd7da8f","block_type":"box","text":"is good practice for boards to have a rotation policy to ensure that, through a board cycle, all directors have had their","page_number":108,"box":{"x":60,"y":456,"width":816,"height":12}},{"id":"557ac532-b29f-4628-8d85-ac0e5d443b3c","block_type":"box","text":"appointment re-confirmed, with a proportion of directors being put forward for election at each annual general meeting.","page_number":108,"box":{"x":59,"y":471,"width":844,"height":12}},{"id":"c893fe28-4abb-4f7c-a565-7ed3babfbf8e","block_type":"box","text":"Effective board composition","page_number":108,"box":{"x":76,"y":497,"width":200,"height":13}},{"id":"045c3f86-16aa-4c15-befd-e3fc1652e752","block_type":"box","text":"Regular director elections also give boards the opportunity to adjust their composition in an orderly way to reflect","page_number":108,"box":{"x":60,"y":524,"width":793,"height":12}},{"id":"5e2ef373-7ab0-42e6-89ce-8aadec265ece","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":108,"box":{"x":59,"y":539,"width":840,"height":12}},{"id":"f02c32ca-3e24-4d1e-bc53-0794d487c2db","block_type":"box","text":"brought onto the board periodically to refresh the group’s thinking, while supporting both continuity and appropriate","page_number":108,"box":{"x":60,"y":554,"width":819,"height":13}},{"id":"aee7df04-b6bc-441e-9cb8-71b9354be071","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":108,"box":{"x":59,"y":569,"width":851,"height":13}},{"id":"31046208-7c48-425c-b236-aa78d8f9e6b8","block_type":"box","text":"experience of longer-serving directors and the fresh perspectives of directors who joined more recently.","page_number":108,"box":{"x":59,"y":584,"width":724,"height":13}},{"id":"d7fd3ae8-def8-4ff6-bc5f-bb5b22516524","block_type":"box","text":"We encourage companies to regularly review the effectiveness of their board (including its size), and assess directors","page_number":108,"box":{"x":59,"y":611,"width":816,"height":12}},{"id":"3aa88dbf-d886-4307-8a64-3c0311ede53c","block_type":"box","text":"nominated for election in the context of the composition of the board as a whole. In our view, the company’s assessment","page_number":108,"box":{"x":60,"y":626,"width":847,"height":12}},{"id":"5a63da8e-501c-4d9d-9a82-5677352b7115","block_type":"box","text":"should consider a number of factors, including each director’s independence and time commitments, as well as the breadth","page_number":108,"box":{"x":59,"y":641,"width":867,"height":12}},{"id":"30918415-cdfd-4172-b0cc-6b2bb6ae70cb","block_type":"box","text":"and relevance of director experiences and skillsets, and how these collectively contribute to the board’s effectiveness in","page_number":108,"box":{"x":59,"y":656,"width":832,"height":13}},{"id":"18999af4-ba4f-4129-b877-9eb6c5ec3c64","block_type":"box","text":"advising and overseeing management in delivering long-term financial returns.","page_number":108,"box":{"x":59,"y":671,"width":552,"height":13}},{"id":"cc34a249-12ae-403e-83d6-66d89fc41222","block_type":"box","text":"Director independence — from management, significant shareholders, or other related parties – is a central tenet of sound","page_number":108,"box":{"x":60,"y":698,"width":857,"height":12}},{"id":"749af763-e53c-4a8a-ab55-819ce07a3e13","block_type":"box","text":"corporate governance across markets.","page_number":108,"box":{"x":59,"y":713,"width":267,"height":12}},{"id":"fc1ae040-f5b2-4982-b697-c145a2695930","block_type":"box","text":"(5)","page_number":108,"box":{"x":328,"y":711,"width":14,"height":8}},{"id":"96de67bf-b078-4dbd-bfc3-a4a569c618b7","block_type":"box","text":"We encourage boards to have a sufficient number of independent directors, free","page_number":108,"box":{"x":347,"y":713,"width":560,"height":12}},{"id":"c166b79b-8ec4-461f-b3bd-0933db3f9681","block_type":"box","text":"from conflicts of interest or undue influence, to ensure objectivity in the decision-making of the board and its ability to","page_number":108,"box":{"x":59,"y":728,"width":829,"height":12}},{"id":"0f0c0eff-db9f-49a7-8548-0d9eca17d848","block_type":"box","text":"oversee management. We generally consider it good practice for independent directors to make a majority of the board, or in","page_number":108,"box":{"x":59,"y":743,"width":874,"height":12}},{"id":"c868812d-9d84-4108-aff9-d1fc0fe78dcb","block_type":"box","text":"the case of controlled companies, at least one-third.","page_number":108,"box":{"x":59,"y":758,"width":363,"height":13}},{"id":"6879d12b-6705-4d4b-872b-f6758a48a8d3","block_type":"box","text":"Common impediments to independence may include but are not limited to:","page_number":108,"box":{"x":59,"y":785,"width":529,"height":12}},{"id":"003d5268-95e3-44ff-b50b-c1e6f26ed9fd","block_type":"box","text":"• Current or recent employment at the company or a subsidiary","page_number":108,"box":{"x":59,"y":805,"width":466,"height":12}},{"id":"123ea4b9-1b57-4232-b982-687468ee66df","block_type":"box","text":"(4) In most markets directors stand for re-election on an annual or triennial basis, as determined by corporate law, market regulation or voluntary be","page_number":108,"box":{"x":59,"y":851,"width":843,"height":10}},{"id":"eac767b5-9bac-44b2-bc22-42d63e72c33a","block_type":"box","text":"st","page_number":108,"box":{"x":903,"y":852,"width":10,"height":7}},{"id":"3323dc2b-ff7a-45ba-bb1f-15312ae9afc3","block_type":"box","text":"practice.","page_number":108,"box":{"x":92,"y":864,"width":46,"height":9}},{"id":"44d873b3-281e-42f1-aef8-3ec6a5d9128f","block_type":"box","text":"(5) Please see: Tokyo Stock Exchange. “Japan’s Corporate Governance Code.” June 11, 2021; Financial Reporting Council. “UK Corporate Governance","page_number":108,"box":{"x":59,"y":879,"width":842,"height":9}},{"id":"4e19d3f4-6980-43db-8655-253c4e38eac7","block_type":"box","text":"Code.” July 16, 2018; Investor Stewardship Group. “Corporate Governance Principles for US Listed Companies.”","page_number":108,"box":{"x":92,"y":891,"width":619,"height":10}},{"id":"66792bc7-81fe-4872-b98d-639391ae96f0","block_type":"box","text":"A-24","page_number":108,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"9a915e82-824a-4335-bf38-ae43aeb44ab1","block_type":"box","text":"• Being, or representing, a shareholder with a substantial shareholding in the company","page_number":109,"box":{"x":59,"y":67,"width":627,"height":12}},{"id":"0f6cef41-bcac-4302-b581-9d3662707e2b","block_type":"box","text":"• Interlocking directorships","page_number":109,"box":{"x":59,"y":87,"width":211,"height":12}},{"id":"348bf6bd-3a81-4226-9346-65ae4f4c4786","block_type":"box","text":"• Having any other interest, business, or other relationship which could, or could reasonably be perceived to, materially","page_number":109,"box":{"x":59,"y":107,"width":853,"height":12}},{"id":"7f706325-1aeb-4275-add2-3c77ad6ee0c8","block_type":"box","text":"interfere with a director’s ability to act in the best interests of the company and shareholders","page_number":109,"box":{"x":92,"y":122,"width":646,"height":12}},{"id":"ce35d4c8-6baa-403a-8c48-d75f2ffdfa72","block_type":"box","text":"In our experience, boards are most effective at overseeing and advising management when there is a senior, independent","page_number":109,"box":{"x":60,"y":148,"width":847,"height":13}},{"id":"ff89cffe-f3d4-46f4-908d-8c7419d6dfd2","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":109,"box":{"x":60,"y":164,"width":838,"height":12}},{"id":"d066b884-46af-489f-a347-eb4cc1dc1fc9","block_type":"box","text":"designated as a lead independent director. The role of this director is to enhance the effectiveness of the independent","page_number":109,"box":{"x":59,"y":179,"width":821,"height":12}},{"id":"04a52404-3656-42de-8429-9f3e8f3a76d5","block_type":"box","text":"members of the board through shaping the agenda, ensuring adequate information is provided to the board, and","page_number":109,"box":{"x":60,"y":194,"width":790,"height":12}},{"id":"3411c5bb-449e-4a9c-b348-151f795d5aa1","block_type":"box","text":"encouraging independent director participation in board deliberations. The lead independent director or another appropriate","page_number":109,"box":{"x":59,"y":209,"width":871,"height":12}},{"id":"83da6b87-bc84-4054-b6d2-bdbeaf86bccd","block_type":"box","text":"director should be available to meet with shareholders in those situations where an independent director is best placed to","page_number":109,"box":{"x":59,"y":224,"width":851,"height":12}},{"id":"1179466c-bce3-4676-9e84-bc419b1b4dee","block_type":"box","text":"explain and contextualize a company’s approach.","page_number":109,"box":{"x":59,"y":239,"width":343,"height":13}},{"id":"ec3dd0ed-f9ee-471f-a3ff-888203dbc44a","block_type":"box","text":"There are matters for which the board has responsibility that may involve a conflict of interest for executives or for affiliated","page_number":109,"box":{"x":59,"y":266,"width":863,"height":12}},{"id":"65e76dea-98d8-48e3-b444-5ec61dcb6adc","block_type":"box","text":"directors or require additional focus. It is our view that objective oversight of such matters is best achieved when the board","page_number":109,"box":{"x":59,"y":281,"width":859,"height":12}},{"id":"bbd7ef1c-5b1a-49f0-89d9-d5e5e47cf8a6","block_type":"box","text":"forms committees with a majority of independent directors, depending on market norms and a company’s ownership","page_number":109,"box":{"x":59,"y":296,"width":824,"height":12}},{"id":"40e4439e-0579-4f81-823d-cb168fa1b7f4","block_type":"box","text":"structure. In many markets, these committees of the board specialize in audit, director nominations, and compensation","page_number":109,"box":{"x":59,"y":311,"width":834,"height":12}},{"id":"ac376751-987f-4da5-ba53-93bb6a41a912","block_type":"box","text":"matters. An ad hoc committee might also be formed to decide on a special transaction, particularly one involving a related","page_number":109,"box":{"x":60,"y":326,"width":855,"height":12}},{"id":"d30ca45e-9624-4406-979c-ae205df3a018","block_type":"box","text":"party, or to investigate a significant adverse event.","page_number":109,"box":{"x":59,"y":341,"width":348,"height":13}},{"id":"dab68a27-a5c5-4629-8c0a-f3fdb2db02e3","block_type":"box","text":"When nominating directors to the board, we look to companies to provide sufficient information on the individual candidates","page_number":109,"box":{"x":59,"y":368,"width":876,"height":12}},{"id":"daba691c-c085-4e4e-bd8f-523fd4581af6","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":109,"box":{"x":59,"y":383,"width":854,"height":12}},{"id":"195ea9cc-2967-4ff6-8db8-5905fa9763f9","block_type":"box","text":"composition. These disclosures should give an understanding of how the collective experience and expertise of the board, as","page_number":109,"box":{"x":59,"y":398,"width":874,"height":12}},{"id":"99c91eff-0107-422a-9b24-18dfd605586b","block_type":"box","text":"well as the particular skill sets of individual directors, aligns with the company’s long-term strategy and business model.","page_number":109,"box":{"x":59,"y":413,"width":839,"height":12}},{"id":"307bc669-18f7-41b3-970c-67e2703e3cc9","block_type":"box","text":"Highly qualified, engaged directors with professional characteristics relevant to a company’s business and strategy enhance","page_number":109,"box":{"x":60,"y":428,"width":865,"height":13}},{"id":"15ad5e69-53f9-406c-b000-6056ef583e6d","block_type":"box","text":"the ability of the board to add value and be the voice of shareholders in board discussions.","page_number":109,"box":{"x":59,"y":443,"width":631,"height":13}},{"id":"dffff9ad-3c59-4dbc-98c4-55130766668c","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":109,"box":{"x":60,"y":470,"width":860,"height":12}},{"id":"95bea081-1362-44d3-a228-e9e2ae119494","block_type":"box","text":"as a means of promoting diversity of thought to avoid “group think” in the board’s exercise of its responsibilities to advise","page_number":109,"box":{"x":59,"y":485,"width":849,"height":12}},{"id":"19637518-9db4-4218-81a9-293bf4a1d92a","block_type":"box","text":"and oversee management.","page_number":109,"box":{"x":59,"y":500,"width":185,"height":12}},{"id":"718aaed9-ffb1-4600-b247-bed5d7dea8b1","block_type":"box","text":"In assessing board composition, we take a case-by-case approach based on a company’s board size, business model,","page_number":109,"box":{"x":60,"y":526,"width":816,"height":13}},{"id":"3f8ea3d4-cdd6-4562-9c41-e3abd13aa3d2","block_type":"box","text":"strategy, location and market capitalization. We look for companies to explain how their approach to board composition","page_number":109,"box":{"x":59,"y":542,"width":839,"height":12}},{"id":"e1d1377b-fc12-4b69-9c85-6f9a9acb35ef","block_type":"box","text":"supports the company’s governance practices.","page_number":109,"box":{"x":59,"y":557,"width":325,"height":12}},{"id":"8d0fd51d-f267-459d-8338-5ee7c0695f96","block_type":"box","text":"We note that in many markets, policymakers have set board gender diversity goals which we may discuss with companies,","page_number":109,"box":{"x":59,"y":583,"width":856,"height":12}},{"id":"aaf28183-231d-422d-905b-c85954800fba","block_type":"box","text":"particularly if there is a risk their board composition may be misaligned. We ask boards to disclose, consistent with local laws,","page_number":109,"box":{"x":59,"y":598,"width":877,"height":13}},{"id":"9ac007f8-79cb-47dd-88c2-b50190c28794","block_type":"box","text":"how diversity, including professional and personal characteristics, is considered in board composition, given the company’s","page_number":109,"box":{"x":60,"y":613,"width":860,"height":13}},{"id":"a563509a-3fc3-4065-b03b-8d91a1fc3d3b","block_type":"box","text":"long-term strategy and business model.","page_number":109,"box":{"x":60,"y":628,"width":278,"height":13}},{"id":"fff3cbd1-4cc5-40d2-9ebf-d7c115d28029","block_type":"box","text":"(6)","page_number":109,"box":{"x":340,"y":626,"width":14,"height":9}},{"id":"783afa56-fa62-4f77-90fa-3eb21f34fec2","block_type":"box","text":"Sufficient capacity","page_number":109,"box":{"x":75,"y":655,"width":134,"height":12}},{"id":"e5e2bb5a-9c8a-48c6-8b32-08afc3b7b698","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":109,"box":{"x":59,"y":681,"width":835,"height":13}},{"id":"96ecb328-87d6-48b5-9673-ebdce2d39270","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":109,"box":{"x":59,"y":697,"width":806,"height":12}},{"id":"8dc11d88-be42-4da8-bc2c-523a5d36fb6e","block_type":"box","text":"responsibilities - including when there are unforeseen events – and therefore, they should not take on an excessive number of","page_number":109,"box":{"x":60,"y":712,"width":880,"height":12}},{"id":"5df8bf15-3fe1-4cc4-8079-78ea39fd0893","block_type":"box","text":"roles that would impair their ability to fulfill their duties.","page_number":109,"box":{"x":60,"y":727,"width":387,"height":12}},{"id":"5b09ae64-ebf1-49f2-9c5f-a1da42759486","block_type":"box","text":"Auditors and audit-related issues","page_number":109,"box":{"x":59,"y":753,"width":239,"height":10}},{"id":"f9334cc0-846c-4a28-82fc-837a4c192963","block_type":"box","text":"BlackRock recognizes the critical importance of financial statements, which should provide a true and fair picture of a","page_number":109,"box":{"x":60,"y":780,"width":820,"height":12}},{"id":"7c58a585-4fef-4d4b-bbc8-ef4e450cb3c9","block_type":"box","text":"company’s financial condition. Accordingly, we look for the assumptions made by management and reviewed by the auditor","page_number":109,"box":{"x":59,"y":795,"width":870,"height":12}},{"id":"557192e5-f028-4652-93b8-687a8efd9e1c","block_type":"box","text":"in preparing the financial statements to be reasonable and justified.","page_number":109,"box":{"x":60,"y":810,"width":470,"height":12}},{"id":"639e2f23-faeb-40c3-9018-4fb1273203a3","block_type":"box","text":"The accuracy of financial statements, inclusive of financial and non-financial information as required or permitted under","page_number":109,"box":{"x":59,"y":836,"width":842,"height":13}},{"id":"e40d42c1-e102-4aba-904d-689806cac294","block_type":"box","text":"market-specific accounting rules, is of paramount importance to BlackRock. Investors increasingly recognize that a broader","page_number":109,"box":{"x":60,"y":851,"width":862,"height":13}},{"id":"d439fb19-94f4-4674-819a-501f0f0731eb","block_type":"box","text":"(6) Personal characteristics may include, but are not limited to, gender; race/ethnicity; disability; veteran status; LGBTQ+; and national, Indig","page_number":109,"box":{"x":59,"y":879,"width":795,"height":9}},{"id":"79b51232-6bcf-43d2-9ad3-f32d5fc05fbd","block_type":"box","text":"enous, reli","page_number":109,"box":{"x":856,"y":879,"width":61,"height":9}},{"id":"5bf558e8-6073-4d15-b149-99991d438d71","block_type":"box","text":"gious, or cultural identity.","page_number":109,"box":{"x":92,"y":891,"width":140,"height":10}},{"id":"a6e90fb2-27da-4516-97db-374e6f4dbe72","block_type":"box","text":"A-25","page_number":109,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"c7a27c7c-5427-47f4-895b-ba4ad0fd415a","block_type":"box","text":"range of risks and opportunities have the potential to materially impact financial performance. Over time, we anticipate","page_number":110,"box":{"x":60,"y":67,"width":833,"height":12}},{"id":"6d74147f-031f-4c63-9930-95fc1624ed34","block_type":"box","text":"investors and other users of company reporting will increasingly seek to understand and scrutinize the assumptions","page_number":110,"box":{"x":60,"y":82,"width":809,"height":12}},{"id":"e576f3d5-7114-4e90-8854-0c4a6f91ab69","block_type":"box","text":"underlying financial statements, particularly those that pertain to the impact of the transition to a low-carbon economy on a","page_number":110,"box":{"x":60,"y":97,"width":869,"height":12}},{"id":"239d3601-37c9-49d2-8de5-8a881a710355","block_type":"box","text":"company’s business model and asset mix. We recognize that this is an area of evolving practice and note that international","page_number":110,"box":{"x":59,"y":112,"width":857,"height":12}},{"id":"fad63bcf-a299-4bfb-9776-d3265dde87ea","block_type":"box","text":"standards setters, such as the International Financial Reporting Standards (IFRS) Board and the International Auditing and","page_number":110,"box":{"x":59,"y":127,"width":854,"height":12}},{"id":"59f27b87-d9d8-4155-808f-edd36f90553d","block_type":"box","text":"Assurance Standards Board (IAASB), continue to develop their guidance to companies.","page_number":110,"box":{"x":59,"y":142,"width":608,"height":13}},{"id":"4d407fff-b1a5-4c46-9673-30e88cf4261f","block_type":"box","text":"(7)","page_number":110,"box":{"x":669,"y":140,"width":14,"height":8}},{"id":"cad0220d-aafa-4b37-a7d3-1eb4eb1077f4","block_type":"box","text":"In this context, audit committees, or equivalent, play a vital role in a company’s financial reporting system by providing","page_number":110,"box":{"x":60,"y":169,"width":828,"height":12}},{"id":"f21a58b3-08e0-4750-8c2b-af07a1f2116a","block_type":"box","text":"independent oversight of the accounts, material financial and, where appropriate to the jurisdiction, non-financial","page_number":110,"box":{"x":60,"y":184,"width":794,"height":12}},{"id":"45ebd994-23c3-40c5-98f4-834777c3c1dd","block_type":"box","text":"information and internal control frameworks. Moreover, in the absence of a dedicated risk committee, these committees can","page_number":110,"box":{"x":60,"y":199,"width":870,"height":11}},{"id":"7992c131-59ad-42e3-adb6-c840ff5bb369","block_type":"box","text":"provide oversight of Enterprise Risk Management systems.","page_number":110,"box":{"x":59,"y":214,"width":410,"height":12}},{"id":"f994c1d1-fbdf-4390-94f1-55108fdedd96","block_type":"box","text":"(8)","page_number":110,"box":{"x":471,"y":212,"width":14,"height":8}},{"id":"91f20989-d711-49f3-a1c8-996c87ce2cea","block_type":"box","text":"In our view, effective audit committee oversight strengthens the","page_number":110,"box":{"x":491,"y":214,"width":445,"height":12}},{"id":"0f2a5d42-3916-492c-a4e4-1c8b90dc996b","block_type":"box","text":"quality and reliability of a company’s financial statements and provides an important level of reassurance to shareholders.","page_number":110,"box":{"x":59,"y":229,"width":851,"height":12}},{"id":"ce8f2b34-8759-4199-b767-8cb0445bd7a1","block_type":"box","text":"Audit committees or equivalent should have clearly articulated charters that set out their responsibilities and have a rotation","page_number":110,"box":{"x":59,"y":256,"width":869,"height":12}},{"id":"5a7e7a91-8a99-4fa5-ab31-4576d8cc8809","block_type":"box","text":"plan in place that allows for a periodic refreshment of the committee membership to introduce fresh perspectives to audit","page_number":110,"box":{"x":59,"y":271,"width":854,"height":12}},{"id":"6384b5c2-7918-4076-8f4f-5feb4d7fe2c8","block_type":"box","text":"oversight. We recognize that audit committees will rely on management, internal audit, and the independent auditor in","page_number":110,"box":{"x":59,"y":286,"width":830,"height":12}},{"id":"7237b0e8-6d65-4bb6-a804-5add95f64287","block_type":"box","text":"fulfilling their responsibilities but look to committee members to demonstrate they have relevant expertise to monitor and","page_number":110,"box":{"x":59,"y":301,"width":854,"height":12}},{"id":"b7b45d06-ab4a-43a8-9e0a-227ab4a84cc7","block_type":"box","text":"oversee the audit process and related activities.","page_number":110,"box":{"x":59,"y":316,"width":330,"height":12}},{"id":"163b5913-eb4b-4045-bab0-fcd009b3afbf","block_type":"box","text":"We take particular note of unexplained changes in reporting methodology, cases involving significant financial restatements,","page_number":110,"box":{"x":59,"y":343,"width":871,"height":12}},{"id":"0d16bc82-a715-4917-a344-cbdfe0074c1c","block_type":"box","text":"or ad hoc notifications of material financial weakness. In this respect, audit committees should provide timely disclosure on","page_number":110,"box":{"x":59,"y":358,"width":863,"height":12}},{"id":"ac16df1d-7378-4cdb-b3eb-d405fbea61a7","block_type":"box","text":"the remediation of Key and Critical Audit Matters identified either by the external auditor or internal audit function.","page_number":110,"box":{"x":59,"y":373,"width":802,"height":12}},{"id":"4151995e-fa03-4b14-b5a0-dc5b09dad81e","block_type":"box","text":"The integrity of financial statements depends on the auditor being free of any impediments to being an effective check on","page_number":110,"box":{"x":59,"y":399,"width":852,"height":13}},{"id":"446ee0de-adf2-462f-98e0-09d461f4eb64","block_type":"box","text":"management. To that end, it is important that auditors are, and are seen to be, independent. Where an audit firm provides","page_number":110,"box":{"x":60,"y":414,"width":852,"height":13}},{"id":"aadbd317-813c-47c0-91f5-47b92d916211","block_type":"box","text":"services to the company in addition to the audit, we look for the fees earned to be disclosed and explained. We look for Audit","page_number":110,"box":{"x":59,"y":429,"width":874,"height":13}},{"id":"a908f92e-9869-4545-896f-144673a5ee96","block_type":"box","text":"committees to have in place a procedure for assessing annually the independence of the auditor and the quality of the","page_number":110,"box":{"x":59,"y":445,"width":828,"height":12}},{"id":"27d680ae-90b6-4ec3-9fd8-03c0c89de7f5","block_type":"box","text":"external audit process.","page_number":110,"box":{"x":59,"y":460,"width":157,"height":12}},{"id":"b6158479-a4ee-476e-8f68-19942d276951","block_type":"box","text":"Comprehensive disclosure provides investors with a sense of the company’s long-term operational risk management","page_number":110,"box":{"x":59,"y":486,"width":817,"height":12}},{"id":"f8d822fa-114f-4855-a552-0a5df9929049","block_type":"box","text":"practices and, more broadly, the quality of the board’s oversight. We look to the audit or risk committee to periodically review","page_number":110,"box":{"x":59,"y":501,"width":876,"height":13}},{"id":"172b691f-5845-401f-8b8e-1a4f0fd92476","block_type":"box","text":"the company’s risk assessment and risk management policies and the significant risks and exposures identified by","page_number":110,"box":{"x":59,"y":516,"width":800,"height":13}},{"id":"491a27d3-2006-458e-a0e9-5c8df0598977","block_type":"box","text":"management, the internal auditors or the independent auditors and management’s steps to address them. In the absence of","page_number":110,"box":{"x":60,"y":531,"width":873,"height":13}},{"id":"59e1f8b6-09ab-4ef8-9f45-363f45c340af","block_type":"box","text":"detailed disclosures, we may reasonably conclude that companies are not adequately managing risk.","page_number":110,"box":{"x":59,"y":547,"width":705,"height":12}},{"id":"70f1271b-61bd-47ae-a941-4d9ab292e409","block_type":"box","text":"Capital structure, mergers, asset sales, and other special transactions","page_number":110,"box":{"x":59,"y":573,"width":501,"height":12}},{"id":"0c387e69-1e9f-44b4-af0c-d3b2e3f9e99c","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":110,"box":{"x":59,"y":600,"width":852,"height":12}},{"id":"b2c5706f-bb4e-453a-9394-2afaebb34fe2","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":110,"box":{"x":59,"y":615,"width":841,"height":12}},{"id":"caff3fd1-b25f-45a9-848b-c9139d20c6a4","block_type":"box","text":"shareholders against the dilution of their interests.","page_number":110,"box":{"x":59,"y":630,"width":351,"height":12}},{"id":"0d420bc4-fbd3-46f6-b936-7a1a56c669cd","block_type":"box","text":"Effective voting rights are basic rights of share ownership and a core principle of effective governance. Shareholders, as the","page_number":110,"box":{"x":60,"y":656,"width":858,"height":13}},{"id":"4d036ee2-eb1c-4ff0-b95c-83a4eae92de8","block_type":"box","text":"residual claimants, have the strongest interest in protecting the financial value of the company, and voting rights should","page_number":110,"box":{"x":60,"y":671,"width":837,"height":13}},{"id":"f48056bd-4319-4e92-826d-be30e325ba88","block_type":"box","text":"match economic exposure, i.e., one share, one vote.","page_number":110,"box":{"x":60,"y":686,"width":361,"height":13}},{"id":"5c7884a9-536d-4f90-8cca-5988edac5dd0","block_type":"box","text":"In principle, we disagree with the creation of a share class with equivalent economic exposure and preferential, differentiated","page_number":110,"box":{"x":60,"y":713,"width":872,"height":12}},{"id":"8a437198-7e12-4bfa-bbdd-d159c279caf3","block_type":"box","text":"voting rights. In our view, this structure violates the fundamental corporate governance principle of proportionality and","page_number":110,"box":{"x":59,"y":728,"width":833,"height":12}},{"id":"f75d2271-dab7-4338-8104-d2bca877f963","block_type":"box","text":"results in a concentration of power in the hands of a few shareholders, thus disenfranchising other shareholders and","page_number":110,"box":{"x":60,"y":743,"width":814,"height":12}},{"id":"b22d7adf-7f4d-4f31-96c6-4e666c8aac16","block_type":"box","text":"amplifying any potential conflicts of interest. However, we recognize that in certain markets, at least for a period of time,","page_number":110,"box":{"x":59,"y":758,"width":839,"height":13}},{"id":"93964231-d1c2-4588-b80b-aaf4e57d898c","block_type":"box","text":"companies may have a valid argument for listing dual classes of shares with differentiated voting rights. In our view, such","page_number":110,"box":{"x":59,"y":773,"width":846,"height":13}},{"id":"27036466-d578-4c0d-b84d-8f0ef1804d41","block_type":"box","text":"companies should review these share class structures on a regular basis or as company circumstances change. Additionally,","page_number":110,"box":{"x":59,"y":788,"width":867,"height":13}},{"id":"2e162b3e-1e86-46dc-99ed-2fb0a2a18b42","block_type":"box","text":"(7) IFRS, “IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information”, June 2023, and IAASB, “IAASB Launches Pu","page_number":110,"box":{"x":59,"y":826,"width":833,"height":10}},{"id":"9b80dd8c-0183-444d-b969-9c4cfa7956e6","block_type":"box","text":"blic","page_number":110,"box":{"x":894,"y":826,"width":18,"height":7}},{"id":"34e1e2ab-929a-4b12-9aa6-be9e26f6c2b3","block_type":"box","text":"Consultation on Landmark Proposed Global Sustainability Assurance Standard”, August 2023.","page_number":110,"box":{"x":92,"y":838,"width":525,"height":10}},{"id":"0d1190e3-20c3-4ec2-a28e-11ce903bc1f1","block_type":"box","text":"(8) Enterprise risk management is a process, effected by the entity’s board of directors, management, and other personnel, applied in strategy setti","page_number":110,"box":{"x":59,"y":853,"width":833,"height":10}},{"id":"0ccb0d15-4323-4aa0-a887-00a65da55420","block_type":"box","text":"ng and","page_number":110,"box":{"x":894,"y":853,"width":38,"height":10}},{"id":"5824e23a-96d0-4342-819f-9d393b341b74","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":110,"box":{"x":92,"y":866,"width":818,"height":10}},{"id":"3f90e2cb-619c-4950-96e5-557cda309e32","block_type":"box","text":"son","page_number":110,"box":{"x":911,"y":868,"width":24,"height":6}},{"id":"5411d5ae-37ca-436c-b5f2-56b5ffc1d4d8","block_type":"box","text":"able assurance regarding the achievement of objectives. Please see the Committee of Sponsoring Organizations of the Treadway Commission (COSO),","page_number":110,"box":{"x":92,"y":879,"width":842,"height":9}},{"id":"fd888c22-9a49-486e-8953-01362cd0167c","block_type":"box","text":"“Enterprise Risk Management”, 2023.","page_number":110,"box":{"x":92,"y":891,"width":208,"height":10}},{"id":"177c92eb-0b06-492e-9948-986038615be5","block_type":"box","text":"A-26","page_number":110,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"a6ce5a18-aba4-466f-81b1-3308fd522c1b","block_type":"box","text":"they should seek shareholder approval of their capital structure on a periodic basis via a management proposal at the","page_number":111,"box":{"x":59,"y":67,"width":822,"height":12}},{"id":"1e579aac-1372-4aed-a1ea-1730752d034e","block_type":"box","text":"company’s shareholder meeting. The proposal should give unaffiliated shareholders the opportunity to affirm the current","page_number":111,"box":{"x":59,"y":82,"width":848,"height":12}},{"id":"b93d109f-a2a6-4f03-881e-08d715a5bc18","block_type":"box","text":"structure or establish mechanisms to end or phase out controlling structures at the appropriate time, while minimizing costs","page_number":111,"box":{"x":59,"y":97,"width":872,"height":12}},{"id":"ecbd1741-ad24-4fa4-a446-8c9b12106e55","block_type":"box","text":"to shareholders.","page_number":111,"box":{"x":59,"y":112,"width":112,"height":10}},{"id":"e2887e33-354e-4049-9900-4ed9f16e7e45","block_type":"box","text":"In assessing mergers, asset sales, or other special transactions, BlackRock’s primary consideration is the long-term economic","page_number":111,"box":{"x":60,"y":138,"width":875,"height":13}},{"id":"eb8d1975-94f5-456c-bc19-5324a1a32320","block_type":"box","text":"interests of our clients as shareholders. Boards proposing a transaction should clearly explain the economic and strategic","page_number":111,"box":{"x":60,"y":154,"width":847,"height":12}},{"id":"d0f901f1-cf9c-4d90-8a18-faba214efdc0","block_type":"box","text":"rationale behind it. We will review a proposed transaction to determine the degree to which it can enhance long-term","page_number":111,"box":{"x":60,"y":169,"width":820,"height":12}},{"id":"e3b6023c-a6d7-4172-8bd0-d90d1cefdbb2","block_type":"box","text":"shareholder value. We find long-term investors like our clients typically benefit when proposed transactions have the","page_number":111,"box":{"x":59,"y":184,"width":815,"height":12}},{"id":"ffc60974-23d9-4ed0-8a0f-dd91a804e8c5","block_type":"box","text":"unanimous support of the board and have been negotiated at arm’s length. We may seek reassurance from the board that","page_number":111,"box":{"x":60,"y":199,"width":854,"height":12}},{"id":"5196129d-30c7-4480-9143-0a14367db3e8","block_type":"box","text":"the financial interests of executives and/or board members in a given transaction have not adversely affected their ability to","page_number":111,"box":{"x":59,"y":214,"width":865,"height":12}},{"id":"e178a008-c884-430a-a392-7ff715832190","block_type":"box","text":"place shareholders’ interests before their own. Where the transaction involves related parties, the recommendation to","page_number":111,"box":{"x":59,"y":229,"width":821,"height":12}},{"id":"33b21d1e-ebdf-4dca-ba90-c83b599ad61f","block_type":"box","text":"support should come from the independent directors, a best practice in most markets, and ideally, the terms should have","page_number":111,"box":{"x":59,"y":244,"width":847,"height":13}},{"id":"68eec512-2769-44cb-bc11-a3970783e591","block_type":"box","text":"been assessed through an independent appraisal process. In addition, it is good practice that it be approved by a separate","page_number":111,"box":{"x":60,"y":259,"width":849,"height":13}},{"id":"7c80d230-267f-4c64-ab4a-0e5b31e9eba2","block_type":"box","text":"vote of the non-conflicted parties.","page_number":111,"box":{"x":59,"y":274,"width":237,"height":13}},{"id":"24cac393-04ae-40a2-b8a6-38f5dac53030","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":111,"box":{"x":59,"y":301,"width":826,"height":12}},{"id":"b6be7eb6-4a45-4312-b961-8631162c1e24","block_type":"box","text":"market without unnecessary restriction. In our view, corporate mechanisms designed to limit shareholders’ ability to sell their","page_number":111,"box":{"x":60,"y":316,"width":877,"height":12}},{"id":"5c797a00-fc58-4174-9ece-92b4ad1d7580","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":111,"box":{"x":59,"y":331,"width":864,"height":13}},{"id":"22e9f338-cf94-4f8d-918c-ba5e4074b6c0","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":111,"box":{"x":59,"y":346,"width":819,"height":13}},{"id":"b015d4a3-ba31-4735-b152-b25f5009cf8d","block_type":"box","text":"encourage any so-called “shareholder rights plans” proposed by a board to be subject to shareholder approval upon","page_number":111,"box":{"x":59,"y":361,"width":812,"height":13}},{"id":"e4b920ef-5c8d-44bd-9bbf-43cbff0074fd","block_type":"box","text":"introduction and periodically thereafter.","page_number":111,"box":{"x":60,"y":377,"width":275,"height":12}},{"id":"f84b321d-5694-4773-81bb-112131f60500","block_type":"box","text":"Executive compensation","page_number":111,"box":{"x":60,"y":404,"width":174,"height":11}},{"id":"0d46a85b-2956-442a-a8ba-8f64c7364a9c","block_type":"box","text":"In most markets, one of the most important roles for a company’s board of directors is to put in place a compensation","page_number":111,"box":{"x":60,"y":429,"width":826,"height":13}},{"id":"54e5aec6-cc30-40c0-87b7-b13e7fa32406","block_type":"box","text":"structure that incentivizes and rewards executives appropriately. Executive compensation is an important tool used by","page_number":111,"box":{"x":59,"y":445,"width":825,"height":12}},{"id":"0ef79a9c-3e19-4e44-bdf6-ba201ab3aeab","block_type":"box","text":"companies to support long-term financial value creation. In our experience, well-structured compensation policies reward","page_number":111,"box":{"x":59,"y":460,"width":854,"height":12}},{"id":"f06df46d-ebb3-49c7-9f9c-19ec8ea44909","block_type":"box","text":"the successful delivery of strategic, operational, and/or financial goals, encourage an appropriate risk appetite, and align the","page_number":111,"box":{"x":59,"y":475,"width":869,"height":12}},{"id":"5a09f9cb-5a0c-487d-87a6-0274243f27b4","block_type":"box","text":"interests of shareholders and executives through equity ownership.","page_number":111,"box":{"x":60,"y":490,"width":469,"height":12}},{"id":"652c0971-837a-4a90-9dc3-40392f5e9d8b","block_type":"box","text":"We look for there to be a clear link between variable pay and operational and financial performance. Performance metrics","page_number":111,"box":{"x":59,"y":516,"width":848,"height":13}},{"id":"bead50a0-5102-4e90-ae18-dd79a73b048e","block_type":"box","text":"should be stretching and aligned with a company’s strategy and business model. BIS does not have a position on whether","page_number":111,"box":{"x":59,"y":531,"width":853,"height":13}},{"id":"0b67470a-8ab9-4cc0-9462-902ebc634309","block_type":"box","text":"companies should use sustainability-related criteria in compensation structures, but, where they are included, we look to","page_number":111,"box":{"x":59,"y":547,"width":846,"height":12}},{"id":"7ad77a00-0a39-494b-a8b3-6a431c735ea2","block_type":"box","text":"companies to be as rigorous as they would be in setting other financial or operational targets. Long-term incentive plans","page_number":111,"box":{"x":59,"y":562,"width":843,"height":12}},{"id":"a692041e-3fd1-4f5b-b5d4-0b06c9bd84bf","block_type":"box","text":"should encompass timeframes that 1) are distinct from annual executive compensation structures and metrics, and 2)","page_number":111,"box":{"x":59,"y":577,"width":829,"height":12}},{"id":"f7582120-3b6c-4c41-b5a2-00729ec793aa","block_type":"box","text":"encourage the delivery of strong financial results over a period of years.","page_number":111,"box":{"x":59,"y":592,"width":499,"height":12}},{"id":"8e04d46f-5a99-49d2-bb3c-088002f96409","block_type":"box","text":"When designing, reviewing, and approving executive compensation policies, board compensation committees – or board","page_number":111,"box":{"x":59,"y":618,"width":847,"height":13}},{"id":"ba99eec2-ef5a-44ac-aaaa-c629e868a37e","block_type":"box","text":"members responsible for setting executive compensation – should carefully consider the company’s specific circumstances,","page_number":111,"box":{"x":60,"y":634,"width":866,"height":12}},{"id":"7f224de9-6530-4950-869c-d071053b9dcc","block_type":"box","text":"such as its risk profile, the environment in which it operates, and the individuals the board is trying to attract, retain and","page_number":111,"box":{"x":59,"y":649,"width":836,"height":12}},{"id":"ae354dc4-b8b5-4a12-9642-5728e6e57717","block_type":"box","text":"incentivize. We look to the compensation committees to guard against contractual arrangements that would entitle","page_number":111,"box":{"x":60,"y":664,"width":808,"height":12}},{"id":"6945356e-4ef0-409f-b03a-6904b4753375","block_type":"box","text":"executives to material compensation for early termination of their employment. Finally, pension contributions and other","page_number":111,"box":{"x":59,"y":679,"width":839,"height":12}},{"id":"a236d12a-2c07-42f2-baf3-c96271aaf743","block_type":"box","text":"deferred compensation arrangements should be reasonable in light of market practices or the company’s business and","page_number":111,"box":{"x":59,"y":694,"width":832,"height":12}},{"id":"7bfc0b77-165a-4d7b-bd19-987a78f98202","block_type":"box","text":"executive compensation strategies.","page_number":111,"box":{"x":59,"y":710,"width":246,"height":11}},{"id":"cfe7484d-b37d-4300-9d71-bcda57064abd","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":111,"box":{"x":59,"y":736,"width":861,"height":12}},{"id":"8b308460-f535-4e69-814a-d0c3b8b6ca8c","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":111,"box":{"x":60,"y":751,"width":874,"height":12}},{"id":"95c31905-6970-458a-b03c-df07ed29e25c","block_type":"box","text":"was used, and how the adjusted outcome is aligned with the interests of shareholders. We acknowledge that the use of peer","page_number":111,"box":{"x":59,"y":766,"width":871,"height":12}},{"id":"7e3c3a14-489d-4f03-af7c-a03233dcdbda","block_type":"box","text":"group evaluation by compensation committees can help ensure competitive pay; however, we are concerned when the","page_number":111,"box":{"x":59,"y":781,"width":831,"height":12}},{"id":"afae1f10-8cee-467a-8d24-c65090b89b02","block_type":"box","text":"rationale for increases in total compensation at a company is solely based on peer benchmarking, rather than also","page_number":111,"box":{"x":60,"y":796,"width":797,"height":12}},{"id":"6af5ac5f-9fc0-41a7-bb60-c9582d92daf7","block_type":"box","text":"considering rigorous measures of outperformance. We encourage companies to clearly explain how compensation outcomes","page_number":111,"box":{"x":59,"y":811,"width":879,"height":13}},{"id":"355432c3-6f82-4791-8da5-6a8025b1d3eb","block_type":"box","text":"have rewarded performance.","page_number":111,"box":{"x":60,"y":826,"width":199,"height":13}},{"id":"3eb00119-f605-4a11-add1-2eb0d54f6432","block_type":"box","text":"We encourage boards to consider building clawback provisions into incentive plans such that companies could clawback","page_number":111,"box":{"x":59,"y":853,"width":845,"height":12}},{"id":"07e5fc31-6b87-41fb-931b-93764e8eb1df","block_type":"box","text":"compensation or require executives to forgo awards when compensation was based on faulty financial statements or","page_number":111,"box":{"x":59,"y":868,"width":821,"height":12}},{"id":"5d57f159-cdfa-4c51-a6d6-f84c9ba98f4f","block_type":"box","text":"deceptive business practices. We also favor recoupment from or the foregoing of the grant of any awards by any senior","page_number":111,"box":{"x":59,"y":883,"width":831,"height":12}},{"id":"af3fe106-8833-4fb1-898b-ddff4a35037d","block_type":"box","text":"A-27","page_number":111,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"87527def-70d8-4085-96b1-e518feb15295","block_type":"box","text":"executive whose behavior caused material financial harm to shareholders, material reputational risk to the company, or","page_number":112,"box":{"x":59,"y":67,"width":834,"height":12}},{"id":"7d666e5a-d1aa-49f0-bf15-029ed7fb860e","block_type":"box","text":"resulted in a criminal investigation, even if such actions did not ultimately result in a material restatement of past results.","page_number":112,"box":{"x":60,"y":82,"width":842,"height":12}},{"id":"dc9f7d5d-9425-4490-a58d-0a8796aae7d1","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":112,"box":{"x":60,"y":108,"width":839,"height":13}},{"id":"a3c29713-8760-4085-abac-5f88db2d0712","block_type":"box","text":"expended in fulfilling their professional responsibilities. Additionally, these compensation arrangements should not risk","page_number":112,"box":{"x":59,"y":123,"width":833,"height":13}},{"id":"60a622a4-5cba-472b-89c7-70821b0a162d","block_type":"box","text":"compromising directors’ independence or aligning their interests too closely with those of the management, whom they are","page_number":112,"box":{"x":59,"y":138,"width":869,"height":13}},{"id":"e686e3bd-9a57-4d5c-917b-fd2cd9fa5be6","block_type":"box","text":"charged with overseeing.","page_number":112,"box":{"x":59,"y":154,"width":175,"height":12}},{"id":"9702c7c3-25d4-4aa3-9e56-2d4d083e4c30","block_type":"box","text":"BIS may convey concerns through not supporting management’s proposals to approve compensation, where they are on the","page_number":112,"box":{"x":60,"y":180,"width":874,"height":12}},{"id":"7d687052-9b92-4715-b428-6f958f7cbff4","block_type":"box","text":"agenda. We may also vote against members of the compensation committee or equivalent board members for poor","page_number":112,"box":{"x":59,"y":195,"width":811,"height":12}},{"id":"def05728-6c11-41a8-abb9-fdff8e15c70e","block_type":"box","text":"compensation practices or structures.","page_number":112,"box":{"x":59,"y":211,"width":265,"height":12}},{"id":"c92e16d2-8c9e-49fc-8672-6e5971c6026e","block_type":"box","text":"Material sustainability-related risks and opportunities","page_number":112,"box":{"x":59,"y":237,"width":387,"height":12}},{"id":"225774bc-e390-40d1-8ebc-0c8230e3121c","block_type":"box","text":"It is our view that well-managed companies will effectively evaluate and manage material sustainability-related risks and","page_number":112,"box":{"x":60,"y":263,"width":842,"height":12}},{"id":"1f867a78-6b68-4acd-a8e9-61ab0d6a3fee","block_type":"box","text":"opportunities relevant to their businesses.","page_number":112,"box":{"x":59,"y":278,"width":292,"height":13}},{"id":"28a82e2e-1660-40a7-9f83-e2910dffec41","block_type":"box","text":"(9)","page_number":112,"box":{"x":353,"y":276,"width":14,"height":8}},{"id":"febd9348-24aa-4e20-95d0-6d50a9519ac3","block_type":"box","text":"As with all risks and opportunities in a company’s business model, appropriate","page_number":112,"box":{"x":372,"y":278,"width":551,"height":13}},{"id":"7387031a-70a4-4bbb-84c3-aecff01e1a26","block_type":"box","text":"oversight of material sustainability considerations is a core component of having an effective governance framework that","page_number":112,"box":{"x":59,"y":293,"width":848,"height":13}},{"id":"876afc54-c74f-4044-8161-dbad0bd36c5a","block_type":"box","text":"supports durable, long-term financial value creation.","page_number":112,"box":{"x":59,"y":308,"width":367,"height":13}},{"id":"64b29aaa-3a4e-498d-b025-614db9f04540","block_type":"box","text":"Robust disclosure allows investors to effectively evaluate companies’ strategy and business practices related to material","page_number":112,"box":{"x":60,"y":335,"width":835,"height":12}},{"id":"00a03ab5-437f-4a44-bf18-38101a345424","block_type":"box","text":"sustainability-related risks and opportunities. We find it helpful when companies’ disclosures demonstrate that they have a","page_number":112,"box":{"x":59,"y":350,"width":859,"height":12}},{"id":"26559a2b-7ece-4316-a06a-1ab8de3045fb","block_type":"box","text":"resilient business model that integrates material sustainability-related risks and opportunities into their strategy, risk","page_number":112,"box":{"x":60,"y":365,"width":812,"height":13}},{"id":"040b934d-a7b3-43d6-9f11-86a7d6aa61c0","block_type":"box","text":"management, and metrics and targets, including industry-specific metrics. The International Sustainability Standards Board","page_number":112,"box":{"x":60,"y":380,"width":864,"height":13}},{"id":"b733171d-1093-4ad5-8bb8-85ce212964d6","block_type":"box","text":"(ISSB) standards, IFRS S1 and S2","page_number":112,"box":{"x":60,"y":395,"width":227,"height":13}},{"id":"ede2ef6d-096e-4c28-b0ac-02cd4e0fd7d5","block_type":"box","text":"(10)","page_number":112,"box":{"x":289,"y":393,"width":20,"height":8}},{"id":"dc0b5538-bd58-4450-9e1a-0082a19859f7","block_type":"box","text":"may prove helpful to companies in preparing this disclosure. The standards build on the","page_number":112,"box":{"x":315,"y":395,"width":614,"height":13}},{"id":"47dbb352-8773-4000-a870-f62e70aa01f2","block_type":"box","text":"Task Force on Climate-related Financial Disclosures (TCFD) framework and the standards and metrics developed by the","page_number":112,"box":{"x":59,"y":411,"width":837,"height":12}},{"id":"511f8cda-cf90-471a-918f-57ffc0f464e0","block_type":"box","text":"Sustainability Accounting Standards Board (SASB), which have both converged under the ISSB. We recognize that companies","page_number":112,"box":{"x":59,"y":426,"width":876,"height":12}},{"id":"a89b95bb-355e-464f-9143-04a1c8562edd","block_type":"box","text":"may phase in reporting aligned with the ISSB standards over several years. We also recognize that some companies may","page_number":112,"box":{"x":60,"y":441,"width":838,"height":12}},{"id":"1de40a3f-8030-4c46-b3e8-797e7660a780","block_type":"box","text":"report using different standards, which may be required by regulation, or one of a number of voluntary standards. In such","page_number":112,"box":{"x":60,"y":456,"width":848,"height":12}},{"id":"6ae8ddce-79be-4207-8a7f-b114f46c94f4","block_type":"box","text":"cases, we ask that companies highlight the metrics that are industry- or company-specific.","page_number":112,"box":{"x":59,"y":471,"width":634,"height":12}},{"id":"2b1a17c8-c2db-48a8-9255-715de5855fc8","block_type":"box","text":"We note that climate and other sustainability-related disclosures often require companies to collect and aggregate data from","page_number":112,"box":{"x":59,"y":497,"width":873,"height":13}},{"id":"8b9cdd82-c8b1-4351-9273-b5e2c531a81e","block_type":"box","text":"various internal and external sources. We recognize that the practical realities of data collection and reporting may not line up","page_number":112,"box":{"x":59,"y":513,"width":879,"height":12}},{"id":"f2717c05-de63-4bcc-98a4-223e28bb750a","block_type":"box","text":"with financial reporting cycles and companies may require additional time after their fiscal year-end to accurately collect,","page_number":112,"box":{"x":59,"y":528,"width":846,"height":12}},{"id":"2b0a9338-e82b-4a52-800e-1734b180cced","block_type":"box","text":"analyze, and report this data to investors. That said, while we do not prescribe timelines regarding when companies make","page_number":112,"box":{"x":59,"y":543,"width":851,"height":12}},{"id":"85a2e2f7-9f1c-4614-a930-22deef970bf8","block_type":"box","text":"these disclosures, we encourage them to produce climate and other sustainability-related disclosures sufficiently in advance","page_number":112,"box":{"x":59,"y":558,"width":869,"height":12}},{"id":"c1d3bf5a-71ac-4d09-923b-9bc4a53fb919","block_type":"box","text":"of their annual meeting, to the best of their abilities to provide investors with time to assess the data and make informed","page_number":112,"box":{"x":59,"y":573,"width":842,"height":12}},{"id":"2d63754f-8e10-42a3-8c1e-f5ba44dcbb53","block_type":"box","text":"decisions.","page_number":112,"box":{"x":59,"y":588,"width":68,"height":10}},{"id":"cbd25010-2fb8-4b4c-8a81-ff9b86d83a1d","block_type":"box","text":"Companies may also choose to adopt or refer to guidance on sustainable and responsible business conduct issued by","page_number":112,"box":{"x":59,"y":615,"width":824,"height":12}},{"id":"57a0cd35-b087-4643-90c0-78db371d8d86","block_type":"box","text":"supranational organizations such as the United Nations or the Organization for Economic Cooperation and Development.","page_number":112,"box":{"x":59,"y":630,"width":848,"height":12}},{"id":"062b4a12-becb-42bc-b1ca-172e4e240ea0","block_type":"box","text":"Further, industry initiatives on managing specific operational risks may provide useful guidance to companies on best","page_number":112,"box":{"x":60,"y":645,"width":821,"height":12}},{"id":"ab389fe5-8817-43a2-abaf-68f26df9cb74","block_type":"box","text":"practices and disclosures. While not a voting item, we find it helpful to our understanding of investment risk when companies","page_number":112,"box":{"x":59,"y":660,"width":879,"height":12}},{"id":"23cdfd25-b565-44f5-9d52-2a4872049664","block_type":"box","text":"disclose any relevant global climate and other sustainability-related standards adopted, the industry initiatives in which they","page_number":112,"box":{"x":59,"y":675,"width":868,"height":12}},{"id":"87b62cbe-0f3e-48ea-a783-0a08b375f46c","block_type":"box","text":"participate, any peer group benchmarking undertaken, and any assurance processes to help investors understand their","page_number":112,"box":{"x":59,"y":690,"width":832,"height":13}},{"id":"b5f953a9-956c-42c2-9f16-220284341ceb","block_type":"box","text":"approach to sustainable and responsible business practices.","page_number":112,"box":{"x":59,"y":705,"width":419,"height":13}},{"id":"64c6870c-700c-47b5-b410-64e6e169c2e6","block_type":"box","text":"(9) By material sustainability-related risks and opportunities, we mean the drivers of risk and financial value creation in a company’s business mod","page_number":112,"box":{"x":59,"y":788,"width":832,"height":10}},{"id":"89aa5f16-d1ff-4761-a992-ba4b41782720","block_type":"box","text":"el that","page_number":112,"box":{"x":892,"y":788,"width":35,"height":8}},{"id":"35921167-b50b-44eb-8b2f-1e0274df9b32","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":112,"box":{"x":92,"y":800,"width":826,"height":10}},{"id":"e8034b02-0397-46bb-9f39-b0ed3e532191","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":112,"box":{"x":92,"y":813,"width":832,"height":10}},{"id":"91fab222-742c-4ba8-acae-543491976143","block_type":"box","text":"which a company operates, customer loyalty, and relationships with regulators.","page_number":112,"box":{"x":91,"y":826,"width":443,"height":10}},{"id":"0c15d643-910f-469d-849d-4cda6aa582ee","block_type":"box","text":"(10) The objective of IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information is to require an entity to disclo","page_number":112,"box":{"x":59,"y":841,"width":808,"height":10}},{"id":"9e963db3-cc8b-4b6d-a7ed-ec35adf7bb6c","block_type":"box","text":"se informa","page_number":112,"box":{"x":868,"y":841,"width":63,"height":8}},{"id":"839d5e5c-510e-456b-8887-a77fa2c08d1b","block_type":"box","text":"tion about its sustainability-related risks and opportunities that is useful to primary users of general-purpose financial reports in making decis","page_number":112,"box":{"x":91,"y":853,"width":794,"height":10}},{"id":"5d220588-21e3-4a4f-95bd-d195a2121c47","block_type":"box","text":"ions","page_number":112,"box":{"x":887,"y":854,"width":22,"height":7}},{"id":"ddb70c4c-22e5-4bf9-9a3e-a409bff73d60","block_type":"box","text":"relating to providing resources to the entity. The objective of IFRS S2 Climate-related Disclosures is to require an entity to disclose information a","page_number":112,"box":{"x":92,"y":866,"width":803,"height":10}},{"id":"fc0df75b-f8fd-47d5-af14-7154c4d6f0b5","block_type":"box","text":"bout its","page_number":112,"box":{"x":897,"y":866,"width":41,"height":8}},{"id":"25dab3df-f08c-4f2f-bfad-7667898640ee","block_type":"box","text":"climate-related risks and opportunities that is useful to primary users of general-purpose financial reports in making decisions relating to provi","page_number":112,"box":{"x":92,"y":879,"width":798,"height":9}},{"id":"3ef63b29-02e6-4a4e-9fc3-13d3d4e9c174","block_type":"box","text":"ding","page_number":112,"box":{"x":891,"y":879,"width":24,"height":9}},{"id":"194cfaa3-fe21-4740-9a45-e4676a7e8ff3","block_type":"box","text":"resources to the entity.","page_number":112,"box":{"x":92,"y":891,"width":126,"height":10}},{"id":"7f9ad932-4387-47c1-bd0d-317890e53da7","block_type":"box","text":"A-28","page_number":112,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"d11845ca-2a75-4dbb-822a-d73dc3273797","block_type":"box","text":"Climate and nature-related risk","page_number":113,"box":{"x":76,"y":67,"width":224,"height":9}},{"id":"dda871df-1b8f-47bd-b0b7-bbd7ef16a9ff","block_type":"box","text":"In our view, the transition to a low-carbon economy is one of several mega forces reshaping markets.","page_number":113,"box":{"x":60,"y":93,"width":706,"height":12}},{"id":"a483c2ee-00cc-4cd2-b01c-e640147cf94e","block_type":"box","text":"(11)","page_number":113,"box":{"x":768,"y":91,"width":20,"height":8}},{"id":"595968b4-94d0-4ba2-98b1-da79cb0a4acc","block_type":"box","text":"Our research shows","page_number":113,"box":{"x":794,"y":93,"width":138,"height":10}},{"id":"ee173603-7ff4-4d09-b285-b41268cc53ff","block_type":"box","text":"that the low-carbon transition is a structural shift in the global economy that will be shaped by changes in government","page_number":113,"box":{"x":59,"y":108,"width":832,"height":13}},{"id":"90797704-51dc-4aa5-be03-b9647c2507a2","block_type":"box","text":"policies, technology, and consumer and investor preferences, which may be material for many companies.","page_number":113,"box":{"x":59,"y":123,"width":742,"height":13}},{"id":"db04ceef-5347-4126-96f7-37cfbcfc1ff3","block_type":"box","text":"(12)","page_number":113,"box":{"x":803,"y":121,"width":20,"height":8}},{"id":"cb049fa1-f4a3-49a8-b0f3-ff55f3eaaac3","block_type":"box","text":"Yet the path to","page_number":113,"box":{"x":828,"y":123,"width":102,"height":13}},{"id":"84b212f6-1612-41f6-b309-a85d742f6c1d","block_type":"box","text":"a low-carbon economy is uncertain and uneven, with different parts of the economy moving at different speeds. BIS","page_number":113,"box":{"x":59,"y":138,"width":810,"height":13}},{"id":"36b2f7e4-71a3-4711-ae83-2de2c6065669","block_type":"box","text":"recognizes that it can be challenging for companies to predict the impact of climate-related risk and opportunity on their","page_number":113,"box":{"x":60,"y":154,"width":845,"height":12}},{"id":"d237d89b-8d90-4750-ac3e-04039bd7b1f9","block_type":"box","text":"businesses and operating environments. Many companies are assessing how to navigate the low-carbon transition while","page_number":113,"box":{"x":60,"y":169,"width":844,"height":12}},{"id":"351c971a-b239-4cbb-99a4-7def6062de6e","block_type":"box","text":"delivering long-term financial value to investors. At companies where these climate-related risks are material, we find it","page_number":113,"box":{"x":59,"y":184,"width":834,"height":12}},{"id":"5eae1702-87c4-46f2-99ca-7629f0350376","block_type":"box","text":"helpful when they publicly disclose, consistent with their business model and sector, how they intend to deliver long-term","page_number":113,"box":{"x":60,"y":199,"width":852,"height":12}},{"id":"fcfeca11-c266-4004-abe0-31fff1890001","block_type":"box","text":"financial performance through the transition to a low-carbon economy, including where available, their transition plan.","page_number":113,"box":{"x":59,"y":214,"width":830,"height":12}},{"id":"a85f204f-3809-4915-b700-472aebf63902","block_type":"box","text":"(13)","page_number":113,"box":{"x":890,"y":212,"width":21,"height":8}},{"id":"76d7dc95-e13d-4e9a-9e49-ada566970b90","block_type":"box","text":"In our experience, disclosure consistent with the ISSB standards or the TCFD framework can help investors assess company","page_number":113,"box":{"x":60,"y":240,"width":871,"height":13}},{"id":"0d930e85-22f1-408c-a589-1308a1984818","block_type":"box","text":"specific climate-related risks and opportunities, and inform investment decisions.","page_number":113,"box":{"x":59,"y":256,"width":568,"height":12}},{"id":"3b436ea2-f04e-45df-a99b-56119d440967","block_type":"box","text":"(14)","page_number":113,"box":{"x":629,"y":254,"width":20,"height":8}},{"id":"f93ae364-a046-4bfe-b44a-3b3c268647ac","block_type":"box","text":"Such disclosures also provide investors","page_number":113,"box":{"x":655,"y":256,"width":272,"height":12}},{"id":"7b4b7ad9-c6eb-4614-9017-104c8adb5e8a","block_type":"box","text":"with insights into how companies are managing the risks associated with climate change by managing their own carbon","page_number":113,"box":{"x":59,"y":271,"width":845,"height":12}},{"id":"b2b3ec04-47bf-402c-bf39-cab6bc53a7d7","block_type":"box","text":"emissions or emissions intensities to the extent financially practicable. Recognizing the value of these disclosures, in some","page_number":113,"box":{"x":59,"y":286,"width":855,"height":12}},{"id":"0f5177ec-e0ea-43ef-bbf7-c6f33e136579","block_type":"box","text":"jurisdictions, like the U.K, large companies must disclose such climate-related financial information on a mandatory basis,","page_number":113,"box":{"x":58,"y":301,"width":852,"height":12}},{"id":"bd7ab4bd-ff70-4163-b524-27db1e722eae","block_type":"box","text":"while in other jurisdictions these disclosures are viewed as best practice in the market.","page_number":113,"box":{"x":59,"y":316,"width":603,"height":12}},{"id":"45ffd4e7-2dde-43df-9522-00118b75da7f","block_type":"box","text":"Consistent with the ISSB standards and the TCFD framework, we seek to understand, from company disclosures and","page_number":113,"box":{"x":59,"y":343,"width":817,"height":12}},{"id":"2c75c0c3-7a87-495b-b95a-8cd936651c27","block_type":"box","text":"engagement, the strategies companies have in place to manage material risks to, and opportunities for, their long-term","page_number":113,"box":{"x":59,"y":358,"width":833,"height":12}},{"id":"0f700ccd-4148-4bba-a314-ed29ea1582ba","block_type":"box","text":"business model associated with a range of climate-related scenarios. This includes a scenario in which global warming is","page_number":113,"box":{"x":60,"y":373,"width":845,"height":12}},{"id":"73424533-18f3-40ee-817f-309803ca9326","block_type":"box","text":"limited to well below 2°C, considering ambitions to achieve a limit of 1.5°C, the temperature goal recently reaffirmed by G20","page_number":113,"box":{"x":60,"y":388,"width":866,"height":12}},{"id":"1ac5ff84-39ab-48bd-9df0-3ca40f6b8fb0","block_type":"box","text":"members as part of the 2024 Leader’s Declaration.","page_number":113,"box":{"x":60,"y":403,"width":351,"height":12}},{"id":"0bd628be-1b0e-4243-a1c8-5d2dca0f0b7f","block_type":"box","text":"(15)","page_number":113,"box":{"x":413,"y":401,"width":20,"height":8}},{"id":"9aab3bd7-feb5-42ab-b7fd-915b369362e3","block_type":"box","text":"These frameworks also contemplate disclosures on how companies are setting short-, medium- and long-term targets,","page_number":113,"box":{"x":59,"y":429,"width":835,"height":13}},{"id":"3d57beb3-ab24-4151-93a3-f62081cdc5db","block_type":"box","text":"ideally science-based where these are available for their sector, for scope 1 and 2 greenhouse gas emissions (GHG)","page_number":113,"box":{"x":60,"y":445,"width":802,"height":12}},{"id":"bcfea27f-4af5-4163-986b-565e1cddc71b","block_type":"box","text":"reductions and to demonstrate how their targets are consistent with the long-term financial interests of their investors.","page_number":113,"box":{"x":60,"y":460,"width":832,"height":12}},{"id":"a9c698c9-4dfd-47ba-ad40-a7ff1d9b75c6","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":113,"box":{"x":59,"y":486,"width":870,"height":12}},{"id":"ddf9192b-a74d-4e75-a4a9-8523f2352b49","block_type":"box","text":"3 emissions differently from scopes 1 and 2, given methodological complexity, regulatory uncertainty, concerns about","page_number":113,"box":{"x":59,"y":501,"width":825,"height":13}},{"id":"3914d399-54d9-4782-8ae9-34c7d2ac07a5","block_type":"box","text":"double-counting, and lack of direct control by companies. We welcome disclosures and commitments companies choose to","page_number":113,"box":{"x":59,"y":516,"width":869,"height":13}},{"id":"3a5cc7cc-dfed-4e4f-9c2d-461470d855d2","block_type":"box","text":"make regarding material scope 3 emissions and recognize these are provided on a good-faith basis as methodology develops.","page_number":113,"box":{"x":60,"y":531,"width":878,"height":13}},{"id":"7fdffcfa-98d3-4a2a-af11-0a8e8ee1005e","block_type":"box","text":"Our publicly available commentary provides more information on our approach to climate-related risks and opportunities.","page_number":113,"box":{"x":59,"y":547,"width":853,"height":12}},{"id":"035b6f17-33a9-4e93-981b-e05ec082f5e5","block_type":"box","text":"In addition to climate-related risks and opportunities, the management of nature-related factors is increasingly a component","page_number":113,"box":{"x":60,"y":573,"width":873,"height":12}},{"id":"03cd03b6-a66a-4d84-b5a5-4d235c2d80db","block_type":"box","text":"of some companies’ ability to generate durable, long-term financial returns for shareholders, particularly where a company’s","page_number":113,"box":{"x":59,"y":588,"width":870,"height":13}},{"id":"2a7ed2e1-7ead-4664-99bd-ba774f4ba174","block_type":"box","text":"(11) BlackRock Investment Institute, “Mega forces: An investment opportunity”, 2023.","page_number":113,"box":{"x":59,"y":642,"width":486,"height":10}},{"id":"3dc9afe7-ac7c-49ec-a1c0-20aaa5afc3d3","block_type":"box","text":"(12) BlackRock Investment Institute, “Tracking the low-carbon transition”, July 2023.","page_number":113,"box":{"x":59,"y":657,"width":477,"height":10}},{"id":"9024b59c-e13e-454d-a67f-da34c70ee68d","block_type":"box","text":"(13) We have observed that more companies are developing such plans, and public policymakers in a number of markets are signaling their intentions to","page_number":113,"box":{"x":59,"y":672,"width":862,"height":10}},{"id":"67720789-506e-4bf0-99be-b9feaf35198d","block_type":"box","text":"require them or already have requirements in place, such as Australia, Brazil, and the European Union. We view transition plans as a method for a com","page_number":113,"box":{"x":92,"y":685,"width":843,"height":9}},{"id":"9e858c76-fa41-445a-90c1-51f7e42531bb","block_type":"box","text":"pany to both internally assess and externally communicate its long-term strategy, ambition, objectives, and actions to create financial value thro","page_number":113,"box":{"x":92,"y":697,"width":807,"height":10}},{"id":"c95d0116-f7e7-4d0f-a2a2-fc5bca8385f0","block_type":"box","text":"ugh","page_number":113,"box":{"x":900,"y":697,"width":20,"height":10}},{"id":"293450ad-ce48-412d-b772-858f7275856b","block_type":"box","text":"the global transition towards a low-carbon economy. Transition plans are building momentum internationally, with increased focus from policy make","page_number":113,"box":{"x":91,"y":710,"width":835,"height":10}},{"id":"fbb58424-fd58-4405-90b5-013887bcc881","block_type":"box","text":"rs","page_number":113,"box":{"x":927,"y":712,"width":9,"height":6}},{"id":"cda5181b-1154-4d2d-b592-14329d295693","block_type":"box","text":"and supervisors, including in the EU, UK, G7, G20, and from the financial industry. While many initiatives across jurisdictions outline a framework fo","page_number":113,"box":{"x":92,"y":722,"width":816,"height":10}},{"id":"bf5206f4-83a2-4320-9281-e899ddbfd527","block_type":"box","text":"for","page_number":113,"box":{"x":907,"y":725,"width":12,"height":5}},{"id":"4b8b4a3e-6b17-4d28-ae42-cc5ff6eda3bb","block_type":"box","text":"transition plans, there is no consensus on the key elements these plans should contain. We view useful disclosure as one that communicates a compa","page_number":113,"box":{"x":91,"y":735,"width":845,"height":10}},{"id":"43b727ad-f9e0-429b-b22e-5064c5adc6f0","block_type":"box","text":"ny’s approach to managing financially material business relevant risks and opportunities – including climate-related risks – to deliver long-term","page_number":113,"box":{"x":92,"y":748,"width":801,"height":9}},{"id":"60e0b59b-df9b-4b1f-ab50-cc4d7cba129a","block_type":"box","text":"finan","page_number":113,"box":{"x":897,"y":748,"width":33,"height":7}},{"id":"418863b2-0a03-4f80-8926-076550878ca6","block_type":"box","text":"cial performance, which allows investors to make more informed decisions. While transition plans can be helpful disclosure, BIS does not make the","page_number":113,"box":{"x":92,"y":760,"width":821,"height":10}},{"id":"7496e81a-cfe6-4cf0-ad94-38e37e13d6e5","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":113,"box":{"x":92,"y":773,"width":835,"height":10}},{"id":"3c5d8fe0-8677-4736-96d9-6e150b071c56","block_type":"box","text":"their planned actions and resource implications.","page_number":113,"box":{"x":91,"y":785,"width":269,"height":10}},{"id":"2a2ff1f6-e17b-4b3f-81cc-4c7aede14f0c","block_type":"box","text":"(14) BlackRock, “Global perspectives on investing in the low-carbon transition”, June 2023. We recognize that companies may phase in reporting alig","page_number":113,"box":{"x":59,"y":800,"width":836,"height":10}},{"id":"cd0334a3-eba1-417d-a082-c8d35f539cea","block_type":"box","text":"ned","page_number":113,"box":{"x":897,"y":800,"width":19,"height":8}},{"id":"f4efe071-a7c4-44fc-ae74-f464ffc5fe71","block_type":"box","text":"with the ISSB standards over several years, depending on local requirements. We also recognize and respect that some companies may report using","page_number":113,"box":{"x":91,"y":813,"width":826,"height":10}},{"id":"54554627-aee9-4ce2-a6b3-9cb8dcb4d33c","block_type":"box","text":"different local standards, which may be required by regulation, or one of a number of voluntary standards. In such cases, we ask that companies dis","page_number":113,"box":{"x":92,"y":826,"width":831,"height":10}},{"id":"48dc14ce-30fd-4f66-9286-67a0363310c5","block_type":"box","text":"close their rationale for reporting in line with the specific disclosure framework chosen and highlight the metrics that are industry- or company","page_number":113,"box":{"x":92,"y":838,"width":805,"height":10}},{"id":"fd493b1c-ce6f-4758-aa9f-93ce470de58b","block_type":"box","text":"specific.","page_number":113,"box":{"x":92,"y":851,"width":44,"height":10}},{"id":"4e05c25f-5c7d-4dff-8e21-13ffc93f542d","block_type":"box","text":"(15) In November 2024, G20 members reaffirmed the Paris Agreement temperature goal as part of the Leader’s Declaration. G20 members include the","page_number":113,"box":{"x":59,"y":866,"width":847,"height":10}},{"id":"6b78c254-31df-406e-b14e-2e7497294605","block_type":"box","text":"world’s major economies (19 countries and two regional bodies, the European Union and African Union), representing 85% of global Gross Domestic","page_number":113,"box":{"x":91,"y":879,"width":836,"height":9}},{"id":"735c7989-df20-4042-9c4a-cb6c1c9a0e04","block_type":"box","text":"Product, over 75% of international trade, and about two-thirds of the world population.","page_number":113,"box":{"x":92,"y":891,"width":489,"height":10}},{"id":"74a8dad1-426e-4c7c-8ca2-94650bb31af7","block_type":"box","text":"A-29","page_number":113,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"5e26bd11-8c65-4c5f-bab2-7cc712acad1a","block_type":"box","text":"strategy is heavily reliant on the availability of natural capital, or whose supply chains are exposed to locations with nature","page_number":114,"box":{"x":59,"y":67,"width":860,"height":12}},{"id":"b3e659e3-bd25-4501-9ad4-a68a294f557d","block_type":"box","text":"related risks. We look for such companies to disclose how they manage any reliance and impact on, as well as use of, natural","page_number":114,"box":{"x":60,"y":82,"width":870,"height":12}},{"id":"9c37d3c6-a721-4baf-b219-99a3064114cf","block_type":"box","text":"capital, including appropriate risk oversight and relevant metrics and targets, to understand how these factors are integrated","page_number":114,"box":{"x":59,"y":97,"width":872,"height":12}},{"id":"9058964b-6d74-4020-be80-2a343fdbf135","block_type":"box","text":"into strategy. We will evaluate these disclosures to inform our view of how a company is managing material nature-related","page_number":114,"box":{"x":60,"y":112,"width":855,"height":12}},{"id":"16fce146-bd10-4745-a0fe-5b7dd57e3d8a","block_type":"box","text":"risks and opportunities. We rely on company disclosures when determining how to vote on shareholder proposals addressing","page_number":114,"box":{"x":60,"y":127,"width":876,"height":12}},{"id":"af914d94-0675-4bb1-a6bd-be286263b44f","block_type":"box","text":"natural capital issues. Our publicly available commentary provides more information on our approach to natural capital.","page_number":114,"box":{"x":60,"y":142,"width":836,"height":13}},{"id":"7656594c-59bd-4298-9090-07e19dee9e33","block_type":"box","text":"(16)","page_number":114,"box":{"x":898,"y":140,"width":20,"height":8}},{"id":"48599160-5310-46fb-9127-6acfe6381a86","block_type":"box","text":"Companies’ impact on their workforce, supply chains, and communities","page_number":114,"box":{"x":76,"y":169,"width":519,"height":12}},{"id":"59c276ee-2d03-48b5-992c-e1354e103f26","block_type":"box","text":"In order to advance long-term shareholders’ interests, companies should consider the interests of the various parties on","page_number":114,"box":{"x":60,"y":195,"width":837,"height":12}},{"id":"67ce9c37-4947-4904-be77-6da4de0ad0d5","block_type":"box","text":"whom they depend for their success over time. It is for each company to determine their key stakeholders based on what is","page_number":114,"box":{"x":59,"y":210,"width":862,"height":13}},{"id":"9072992c-71ba-416e-9bf6-71aca8eae43e","block_type":"box","text":"material to their business and long-term financial performance. For many companies, key stakeholders include employees,","page_number":114,"box":{"x":60,"y":225,"width":857,"height":13}},{"id":"314689bb-d1e5-4355-a044-a5c4b818abaa","block_type":"box","text":"business partners (such as suppliers and distributors), clients and consumers, regulators, and the communities in which they","page_number":114,"box":{"x":60,"y":240,"width":876,"height":13}},{"id":"17782df1-393c-4ab2-b63a-b93b45e3b786","block_type":"box","text":"operate.","page_number":114,"box":{"x":59,"y":257,"width":56,"height":11}},{"id":"75ae0b2d-11d7-4f91-b584-6105068a4f20","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":114,"box":{"x":59,"y":282,"width":843,"height":12}},{"id":"fa0c7b47-d170-4d81-a37e-828dbc1f6fe1","block_type":"box","text":"their key stakeholders and considered their interests in business decision-making. In addition to understanding broader","page_number":114,"box":{"x":59,"y":297,"width":836,"height":13}},{"id":"74f92349-bd5e-4ecb-9a99-9221bb5b4195","block_type":"box","text":"stakeholder relationships, BIS finds it helpful when companies discuss how they consider the needs of their workforce today,","page_number":114,"box":{"x":59,"y":312,"width":871,"height":13}},{"id":"2b44910c-6a2f-41b4-9919-4b07360b20f0","block_type":"box","text":"and the skills required for their future business strategy. We are also interested to understand how the board monitors and","page_number":114,"box":{"x":59,"y":327,"width":855,"height":13}},{"id":"7f8131bd-4195-4392-a273-03e3f94b426e","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":114,"box":{"x":59,"y":343,"width":861,"height":12}},{"id":"76e53fe3-eef1-4daa-8701-d4288d6f2117","block_type":"box","text":"aligns with the company’s strategy.","page_number":114,"box":{"x":59,"y":358,"width":246,"height":12}},{"id":"8800afb4-5582-4a32-88f8-98a56624e603","block_type":"box","text":"Companies should articulate how they address material adverse impacts that could arise from their business practices and","page_number":114,"box":{"x":59,"y":384,"width":858,"height":12}},{"id":"ac94bff7-3994-4e3a-9ba9-8c76d114f640","block_type":"box","text":"affect critical relationships with their stakeholders. We encourage companies to implement, to the extent appropriate,","page_number":114,"box":{"x":59,"y":399,"width":822,"height":13}},{"id":"d86be06c-1222-4b37-918c-528d4ed4ec4a","block_type":"box","text":"monitoring processes (often referred to as due diligence) to identify and mitigate potential adverse impacts and grievance","page_number":114,"box":{"x":60,"y":414,"width":853,"height":13}},{"id":"2e31085d-1cc1-4645-9af2-5b4492622874","block_type":"box","text":"mechanisms to remediate any actual adverse material impacts. In our view, maintaining trust within these relationships can","page_number":114,"box":{"x":60,"y":429,"width":864,"height":13}},{"id":"b71fe402-fa11-46b5-8f35-7b5580a4e53b","block_type":"box","text":"contribute to a company’s long-term success.","page_number":114,"box":{"x":59,"y":445,"width":321,"height":12}},{"id":"d1b5ea53-7e4d-4d8f-91f0-98b0fa77d90d","block_type":"box","text":"Other corporate governance matters and shareholder protections","page_number":114,"box":{"x":59,"y":471,"width":474,"height":12}},{"id":"6e9d86fd-62d6-4fff-91b6-065c8375767d","block_type":"box","text":"In our view, shareholders have a right to material and timely information on the financial performance and viability of the","page_number":114,"box":{"x":60,"y":497,"width":846,"height":13}},{"id":"7b02c8f9-07d5-4f55-9c6a-e47dee46cc3b","block_type":"box","text":"companies in which they invest. In addition, companies should publish information on the governance structures in place","page_number":114,"box":{"x":59,"y":513,"width":850,"height":12}},{"id":"e8f8376d-1188-43dc-96d9-2ff2fbd813c8","block_type":"box","text":"and the rights of shareholders to influence these structures. The reporting and disclosure provided by companies help","page_number":114,"box":{"x":59,"y":528,"width":825,"height":12}},{"id":"6b584869-b6d0-4a39-a57b-e67934326df6","block_type":"box","text":"shareholders assess the effectiveness of the board’s oversight of management and whether investors’ economic interests","page_number":114,"box":{"x":59,"y":543,"width":849,"height":12}},{"id":"3be94076-1954-4ca0-9b42-ad1a42e6a3cb","block_type":"box","text":"have been protected. As a general principle, we believe shareholders should have the right to vote on key corporate","page_number":114,"box":{"x":60,"y":558,"width":804,"height":12}},{"id":"395eff00-fd76-4e38-9bfb-e0fb587e6505","block_type":"box","text":"governance matters, including changes to governance mechanisms, to submit proposals to the shareholders’ meeting, and","page_number":114,"box":{"x":59,"y":573,"width":862,"height":12}},{"id":"19992cc6-d650-4b5a-99f4-f39d89c227b4","block_type":"box","text":"to call special meetings of shareholders.","page_number":114,"box":{"x":59,"y":588,"width":279,"height":13}},{"id":"2d94617e-c4f2-41a7-895a-42ad577f7c78","block_type":"box","text":"Corporate form","page_number":114,"box":{"x":76,"y":615,"width":110,"height":12}},{"id":"4ac52d35-bd72-4ce3-bbdf-46642f2467d7","block_type":"box","text":"In our view, it is the responsibility of the board to determine the corporate form that is most appropriate given the company’s","page_number":114,"box":{"x":60,"y":641,"width":874,"height":12}},{"id":"da28b132-8002-438d-ba8e-4ccd86fc2b71","block_type":"box","text":"purpose and business model.","page_number":114,"box":{"x":59,"y":656,"width":204,"height":13}},{"id":"44367953-a884-46af-b217-755183b97a13","block_type":"box","text":"(17)","page_number":114,"box":{"x":265,"y":654,"width":20,"height":8}},{"id":"39c908df-6d75-4185-9518-e179c7b96962","block_type":"box","text":"Companies proposing to change their corporate form to a public benefit corporation or","page_number":114,"box":{"x":291,"y":656,"width":610,"height":13}},{"id":"09384408-f129-43f7-865a-c62125231e0a","block_type":"box","text":"similar entity should put it to a shareholder vote if not already required to do so under applicable law. We appreciate when","page_number":114,"box":{"x":59,"y":671,"width":853,"height":13}},{"id":"ac697361-1765-48a4-9df7-a64c2827b8f8","block_type":"box","text":"supporting documentation from companies or shareholder proponents proposing to alter the corporate form clearly explains","page_number":114,"box":{"x":59,"y":686,"width":877,"height":13}},{"id":"6306327d-fcbc-486b-b7b8-cd5cb59ca1bb","block_type":"box","text":"how the interests of shareholders and different stakeholders would be impacted as well as the accountability and voting","page_number":114,"box":{"x":60,"y":702,"width":838,"height":12}},{"id":"b5b96620-c452-45b7-be38-85942d0df5bb","block_type":"box","text":"mechanisms that would be available to shareholders. We generally support management proposals if our analysis indicates","page_number":114,"box":{"x":60,"y":717,"width":862,"height":12}},{"id":"5ee1a40c-0e3e-4f86-beea-af786c08350e","block_type":"box","text":"that shareholders’ economic interests are adequately protected. Relevant shareholder proposals are evaluated on a case-by","page_number":114,"box":{"x":59,"y":732,"width":867,"height":12}},{"id":"b985e480-ffed-4df0-86cc-b5b3771eceef","block_type":"box","text":"case basis.","page_number":114,"box":{"x":59,"y":747,"width":73,"height":10}},{"id":"fc0e152b-8d90-4dcd-9b0c-f488fafe5602","block_type":"box","text":"(16) Given the growing awareness of the materiality of these issues for certain businesses, enhanced reporting on a company’s natural capital depend","page_number":114,"box":{"x":59,"y":838,"width":845,"height":10}},{"id":"baa4fabb-aa47-45e8-ad98-3105879c5346","block_type":"box","text":"en","page_number":114,"box":{"x":906,"y":841,"width":17,"height":5}},{"id":"d75b6168-14e6-41ee-b0ee-b88b7b75e95f","block_type":"box","text":"cies and impacts would aid investors’ understanding. In our view, the final recommendations of the Taskforce on Nature-related Financial Disclosur","page_number":114,"box":{"x":92,"y":851,"width":825,"height":10}},{"id":"f6ca93b8-2c8c-4b7e-b84e-c6412862e274","block_type":"box","text":"es","page_number":114,"box":{"x":917,"y":853,"width":11,"height":6}},{"id":"43d218a3-a514-4ac1-b7e8-20bbad578d5e","block_type":"box","text":"(TNFD) may prove useful to some companies. We recognize that some companies may report using different standards, which may be required by","page_number":114,"box":{"x":92,"y":863,"width":819,"height":10}},{"id":"13b86505-6a2c-4196-b263-9c62e990730d","block_type":"box","text":"regulation, or one of a number of other private sector standards. TNFD-aligned reporting is not a voting issue.","page_number":114,"box":{"x":92,"y":876,"width":614,"height":10}},{"id":"6f731417-d6db-4c76-8f65-847a94692524","block_type":"box","text":"(17) Corporate form refers to the legal structure by which a business is organized.","page_number":114,"box":{"x":59,"y":891,"width":462,"height":10}},{"id":"9761d8d2-3d50-49f4-b14a-8b68546e8169","block_type":"box","text":"A-30","page_number":114,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"ab41499c-7d9c-4233-af2b-3f240ad76f96","block_type":"box","text":"Shareholder proposals","page_number":115,"box":{"x":59,"y":67,"width":162,"height":12}},{"id":"26d66c79-413e-45ff-a041-1ea33603a96b","block_type":"box","text":"In most markets in which BlackRock invests on behalf of clients, shareholders have the right to submit proposals to be voted","page_number":115,"box":{"x":60,"y":93,"width":869,"height":12}},{"id":"52119501-89d4-4f09-bb2c-5be38ccafd2f","block_type":"box","text":"on at a company’s annual or extraordinary meeting, as long as eligibility and procedural requirements are met. The matters","page_number":115,"box":{"x":59,"y":108,"width":862,"height":13}},{"id":"9612182c-b424-48c7-a79a-6b520118a488","block_type":"box","text":"that we see put forward by shareholders address a wide range of topics, including governance reforms, capital management,","page_number":115,"box":{"x":59,"y":123,"width":874,"height":13}},{"id":"5dc268f5-d83f-4db7-ba36-b43d59fa0b3e","block_type":"box","text":"and improvements in the management or disclosure of sustainability-related risks.","page_number":115,"box":{"x":59,"y":138,"width":576,"height":13}},{"id":"1e5d1884-45a9-4484-9189-70180cccb4ef","block_type":"box","text":"BlackRock is subject to legal and regulatory requirements in the U.S. that place restrictions and limitations on how BlackRock","page_number":115,"box":{"x":60,"y":165,"width":873,"height":12}},{"id":"2dcbe212-fa6f-4d43-b83d-c2a5023c1f83","block_type":"box","text":"can interact with the companies in which we invest on behalf of our clients, including our ability to submit shareholder","page_number":115,"box":{"x":59,"y":180,"width":831,"height":12}},{"id":"3f64dcb6-d601-4329-abe5-a5a342ae804f","block_type":"box","text":"proposals. We can vote, on behalf of clients who authorize us to do so, on proposals put forth by others.","page_number":115,"box":{"x":59,"y":195,"width":726,"height":12}},{"id":"13474e59-1c35-421b-ba5d-57ada23ec769","block_type":"box","text":"When assessing shareholder proposals, we evaluate each proposal on its merit, considering the company’s individual","page_number":115,"box":{"x":59,"y":222,"width":819,"height":12}},{"id":"b04d5444-e671-4fa2-8e0e-8890ea25d604","block_type":"box","text":"circumstances and maintaining a singular focus on the proposal’s implications for long-term financial value creation. BIS’","page_number":115,"box":{"x":59,"y":237,"width":848,"height":12}},{"id":"4621e6c9-dba2-4fe6-a1f8-d7ce78e27928","block_type":"box","text":"evaluation considers whether a shareholder proposal addresses a material risk that, if left unmanaged, may impact a","page_number":115,"box":{"x":59,"y":252,"width":815,"height":12}},{"id":"e2e71084-f3fb-4259-b323-9c81edcb31f1","block_type":"box","text":"company’s long-term performance. We look for consistency between the specific request formally made in the proposal, the","page_number":115,"box":{"x":59,"y":267,"width":870,"height":12}},{"id":"6ed2dad6-e7b7-4e49-a749-7b4c6681d224","block_type":"box","text":"supporting documentation, and the proponents’ other communications on the issues. We also assess the company’s","page_number":115,"box":{"x":59,"y":282,"width":818,"height":12}},{"id":"14a7ce6e-22d0-4a89-be00-8f19c841a393","block_type":"box","text":"practices and disclosures and the costs and benefits to the company of meeting the request made in the proposal. We take","page_number":115,"box":{"x":59,"y":297,"width":860,"height":13}},{"id":"cd8c53aa-efdb-4c5d-af4d-9d37a06b55a0","block_type":"box","text":"into consideration a company’s governance practices and disclosures against those of their peers.","page_number":115,"box":{"x":60,"y":312,"width":683,"height":13}},{"id":"46835acc-f3f4-4b6b-83d4-ae6fe930dadc","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":115,"box":{"x":60,"y":339,"width":856,"height":12}},{"id":"4beeea95-7e21-40a8-a72e-00d6a6a83703","block_type":"box","text":"advised on the proposal.","page_number":115,"box":{"x":59,"y":354,"width":170,"height":12}},{"id":"be980129-3253-413b-a95d-2f9dbf93fbac","block_type":"box","text":"We would not support proposals that we believe would result in over-reaching into the basic business decisions of the","page_number":115,"box":{"x":59,"y":380,"width":826,"height":13}},{"id":"d2ce2aed-40e3-470b-a41f-c63bb624a2d5","block_type":"box","text":"company, are unduly prescriptive or constraining on management. We take into consideration the legal effect of the proposal,","page_number":115,"box":{"x":59,"y":395,"width":878,"height":13}},{"id":"913921b1-fc89-4cdb-b8a0-7460b4c7ceca","block_type":"box","text":"as shareholder proposals may be advisory or legally binding depending on the jurisdiction, while others may make requests","page_number":115,"box":{"x":59,"y":411,"width":863,"height":12}},{"id":"ae498ccb-8938-4c02-95c3-ba45ba56bebd","block_type":"box","text":"that would be deemed illegal in a given jurisdiction.","page_number":115,"box":{"x":59,"y":426,"width":358,"height":12}},{"id":"143f7bef-0018-4574-91c9-779e4f49984e","block_type":"box","text":"BIS is likely to support shareholder proposals that request disclosures that help us, as long-term investors on behalf of our","page_number":115,"box":{"x":60,"y":452,"width":853,"height":12}},{"id":"e298da9d-2d09-4e16-a5c6-af5636d58049","block_type":"box","text":"clients, better understand the material risks and opportunities companies face and how they are managing them, especially","page_number":115,"box":{"x":59,"y":467,"width":866,"height":13}},{"id":"9664ed61-5826-4182-9fe3-f38d87da52cb","block_type":"box","text":"where this information is additive given the company’s existing disclosures. We may also support shareholder proposals that","page_number":115,"box":{"x":59,"y":482,"width":872,"height":13}},{"id":"ee18731f-acf9-486a-a084-b3c7659b9931","block_type":"box","text":"are focused on a material business risk that we agree needs to be addressed and the intended outcome is consistent with","page_number":115,"box":{"x":59,"y":497,"width":850,"height":13}},{"id":"9879cc4c-c796-485f-b4be-2a83866d1c21","block_type":"box","text":"long-term financial value creation.","page_number":115,"box":{"x":60,"y":513,"width":238,"height":12}},{"id":"a53708d7-d942-47d8-aaaf-1f581baf8921","block_type":"box","text":"We recognize that some shareholder proposals bundle topics and/or specific requests. Further, the proponent’s supporting","page_number":115,"box":{"x":59,"y":539,"width":860,"height":12}},{"id":"95a37203-303f-45b8-ad66-118d45895dbc","block_type":"box","text":"statement may refer to topics that are not directly related to the request made in the proposal. In voting on behalf of clients,","page_number":115,"box":{"x":59,"y":554,"width":866,"height":13}},{"id":"9c4ec56d-0bcc-48ef-8793-7b056af2111b","block_type":"box","text":"we do not submit or edit proposals or the supporting statements – we must vote yes or no on the proposal as phrased by the","page_number":115,"box":{"x":59,"y":569,"width":875,"height":13}},{"id":"d35cb18b-4905-40df-8e86-5ab7ccd6c54b","block_type":"box","text":"proponent. Therefore, when we vote in support of a proposal, we are not necessarily endorsing every element of the proposal","page_number":115,"box":{"x":59,"y":584,"width":877,"height":13}},{"id":"8f47d75d-8093-41ea-962a-3cfad288c874","block_type":"box","text":"or the reasoning, objectives, or supporting statement of the proponent. We may support a proposal for different reasons from","page_number":115,"box":{"x":59,"y":600,"width":878,"height":12}},{"id":"2d1bca8c-8675-49ef-914d-5115e485b62c","block_type":"box","text":"those put forth by the proponent, when we believe that, overall, it can advance our clients’ long-term financial interests. We","page_number":115,"box":{"x":59,"y":615,"width":863,"height":12}},{"id":"f0b91801-f3a3-4062-a056-0425459e6a62","block_type":"box","text":"typically explain to the company our rationale for supporting such proposals.","page_number":115,"box":{"x":59,"y":630,"width":538,"height":12}},{"id":"0893a00c-e90e-4981-bad4-8b17e7e65727","block_type":"box","text":"Alternatively, or in addition, we may vote against the election of one or more directors if, in our assessment, the board has","page_number":115,"box":{"x":59,"y":656,"width":852,"height":13}},{"id":"30e55b9f-4b98-4963-b82c-aa9c1b6bc680","block_type":"box","text":"not responded sufficiently or with an appropriate sense of urgency to a material risk. We may also support a proposal if","page_number":115,"box":{"x":60,"y":671,"width":834,"height":13}},{"id":"419105e0-8f98-4a4a-a1ef-6488346084f6","block_type":"box","text":"management is on track, but we believe that voting in favor might accelerate efforts to address a material risk.","page_number":115,"box":{"x":60,"y":686,"width":769,"height":13}},{"id":"bc2aff24-9b7e-447e-8073-d9c78218f5e2","block_type":"box","text":"BlackRock’s oversight of its investment stewardship activities","page_number":115,"box":{"x":60,"y":713,"width":441,"height":12}},{"id":"217b8e7c-3335-449c-abcb-bad5d0f1ba25","block_type":"box","text":"Oversight","page_number":115,"box":{"x":76,"y":739,"width":69,"height":13}},{"id":"38a16209-b042-4ddd-823d-b630634f1554","block_type":"box","text":"BlackRock maintains advisory committees (Stewardship Advisory Committees), generally consisting of senior BlackRock","page_number":115,"box":{"x":60,"y":766,"width":842,"height":12}},{"id":"9a6cc685-4e9e-4081-977c-e3490d49a7bb","block_type":"box","text":"index investment professionals and/or senior employees with practical boardroom experience. The Stewardship Advisory","page_number":115,"box":{"x":60,"y":781,"width":849,"height":12}},{"id":"391d1f78-57ec-4f71-926e-262aa98cbaf1","block_type":"box","text":"Committees review and advise on amendments to BIS regional proxy voting guidelines (the Guidelines). The advisory","page_number":115,"box":{"x":59,"y":796,"width":821,"height":12}},{"id":"7f350d5f-9727-44ee-8174-06a319d1661a","block_type":"box","text":"committees do not determine voting decisions, which are the responsibility of BIS.","page_number":115,"box":{"x":59,"y":811,"width":575,"height":13}},{"id":"7255ff0c-10a3-4ba6-b018-800b623fda5a","block_type":"box","text":"In addition to the Stewardship Advisory Committees, the Investment Stewardship Global Oversight Committee (Global","page_number":115,"box":{"x":60,"y":838,"width":827,"height":12}},{"id":"e39a340e-b674-4eba-b1b9-3e3ef102ca96","block_type":"box","text":"Oversight Committee) is a risk-focused committee, comprised of the Global Head of Investment Stewardship (Global Head),","page_number":115,"box":{"x":59,"y":853,"width":869,"height":12}},{"id":"469680a4-0c9c-410c-b3a0-4392a91ca957","block_type":"box","text":"and senior BlackRock executives with legal, risk and other experience relevant to team oversight. The Global Committee does","page_number":115,"box":{"x":59,"y":868,"width":875,"height":12}},{"id":"b92238dd-5802-4ca0-a765-500b5b7d4774","block_type":"box","text":"not determine voting decisions, which are the responsibility of BIS.","page_number":115,"box":{"x":60,"y":883,"width":464,"height":12}},{"id":"c4f3ef3d-4c0b-4ab2-b470-3269c94cf05e","block_type":"box","text":"A-31","page_number":115,"box":{"x":482,"y":916,"width":30,"height":9}},{"id":"81d2f3a2-87c2-4135-8e2a-85beca16d9c3","block_type":"box","text":"The Global Head has primary oversight of the activities of BIS, including voting in accordance with the Guidelines, which","page_number":116,"box":{"x":59,"y":67,"width":841,"height":12}},{"id":"4436a5d0-a0eb-4196-92ee-83142b349390","block_type":"box","text":"require the application of professional judgment and consideration of each company’s unique circumstances. The Global","page_number":116,"box":{"x":60,"y":82,"width":844,"height":12}},{"id":"900b1beb-0d49-41ad-8acb-e83acf2b1ebd","block_type":"box","text":"Committee reviews and approves amendments to these Principles. The Global Committee also reviews and approves","page_number":116,"box":{"x":59,"y":97,"width":817,"height":12}},{"id":"d3805e6c-dd3a-4115-9ed1-4c0449812ac3","block_type":"box","text":"amendments to the regional Guidelines.","page_number":116,"box":{"x":59,"y":112,"width":280,"height":12}},{"id":"86822279-0e0e-4b1c-a7fe-f130ade851ea","block_type":"box","text":"In addition, the Global Committee receives and reviews periodic reports regarding the votes cast by BIS, as well as updates on","page_number":116,"box":{"x":60,"y":138,"width":876,"height":13}},{"id":"5b911ad9-aef1-4ca3-b301-83312747941f","block_type":"box","text":"material process issues, procedural changes, and other risk oversight considerations. The Global Committee reviews these","page_number":116,"box":{"x":60,"y":154,"width":854,"height":12}},{"id":"babddd8c-c10a-4aed-957b-ec1216ce45ae","block_type":"box","text":"reports in an oversight capacity as informed by the Guidelines.","page_number":116,"box":{"x":60,"y":169,"width":434,"height":12}},{"id":"10dc2808-e500-4c23-a467-14b26df1ea60","block_type":"box","text":"BIS carries out engagement with companies, executes proxy votes, and conducts vote operations (including maintaining","page_number":116,"box":{"x":60,"y":195,"width":842,"height":12}},{"id":"68692874-881b-464d-a007-4908482e5a3d","block_type":"box","text":"records of votes cast) in a manner consistent with the relevant Guidelines. BIS also conducts research on corporate","page_number":116,"box":{"x":60,"y":210,"width":804,"height":13}},{"id":"c5ece0b6-9209-43cd-a0a3-c3ab6054eadc","block_type":"box","text":"governance issues and participates in industry discussions to contribute to and keep abreast of important developments in","page_number":116,"box":{"x":59,"y":225,"width":859,"height":13}},{"id":"031b7913-2d82-47cb-9b01-30c4b6cb7d39","block_type":"box","text":"the corporate governance field. BIS may utilize third parties for certain of the foregoing activities and performs oversight of","page_number":116,"box":{"x":59,"y":240,"width":858,"height":13}},{"id":"42f610e1-18c3-49be-91f8-54dde2578fe8","block_type":"box","text":"those third parties. BIS may discuss complicated or particularly controversial matters with senior specialists internally, on an","page_number":116,"box":{"x":59,"y":256,"width":866,"height":12}},{"id":"c0788847-d7ef-4819-8eac-01f01ecfdc8b","block_type":"box","text":"advisory basis, prior to making a voting decision.","page_number":116,"box":{"x":59,"y":271,"width":340,"height":12}},{"id":"dc7c12c3-5a2b-4146-ae33-71c8b68a0e8d","block_type":"box","text":"Voting guidelines and vote execution","page_number":116,"box":{"x":59,"y":297,"width":266,"height":13}},{"id":"82a56160-3c63-4d34-af60-fdb37d4c4278","block_type":"box","text":"BlackRock votes on proxy issues when our clients authorize us to do so. We carefully consider proxies submitted to funds and","page_number":116,"box":{"x":60,"y":324,"width":876,"height":12}},{"id":"9b3b3468-bb92-4488-8944-4495350f002c","block_type":"box","text":"other fiduciary account(s) (Fund or Funds) for which we have voting authority. BlackRock votes (or refrains from voting)","page_number":116,"box":{"x":59,"y":339,"width":842,"height":12}},{"id":"cef3cb41-cc5e-4803-a37c-c25917c87b27","block_type":"box","text":"proxies for each Fund for which we have voting authority based on our evaluation of the alignment of the voting items with","page_number":116,"box":{"x":59,"y":354,"width":863,"height":12}},{"id":"15866f4e-6b9e-4a7e-91f4-9cf82b4e56e7","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":116,"box":{"x":59,"y":369,"width":877,"height":12}},{"id":"75fc41a6-2cb1-45ab-b406-c55175bd52e0","block_type":"box","text":"the relationship of the issuer of the proxy (or any shareholder proponent or dissident shareholder) to the Fund, the Fund’s","page_number":116,"box":{"x":59,"y":384,"width":853,"height":12}},{"id":"08d122f3-6917-4e8e-8a34-663736996535","block_type":"box","text":"affiliates (if any), BlackRock or BlackRock’s affiliates, or BlackRock employees (see “Conflicts management policies and","page_number":116,"box":{"x":59,"y":399,"width":829,"height":13}},{"id":"8dcfea74-d1f0-4a7f-8169-091c39f39272","block_type":"box","text":"procedures,” below).","page_number":116,"box":{"x":59,"y":414,"width":145,"height":13}},{"id":"41fa6ddd-f9cb-41a3-858e-d376f5dc0788","block_type":"box","text":"When exercising voting rights, BIS will normally vote on specific proxy issues in accordance with the Guidelines for the","page_number":116,"box":{"x":59,"y":441,"width":828,"height":12}},{"id":"ac5f81db-f303-4d24-9495-261f978cd07a","block_type":"box","text":"relevant market, as well as the Principles. The voting guidelines published for each region/country in which we vote are","page_number":116,"box":{"x":60,"y":456,"width":834,"height":12}},{"id":"9ed05059-c3c5-4813-8e6a-9ed33f246e86","block_type":"box","text":"intended to summarize BlackRock’s general philosophy and approach to issues that may commonly arise in the proxy voting","page_number":116,"box":{"x":60,"y":471,"width":869,"height":12}},{"id":"099cef1b-513b-4fd4-acf9-7c22849b9c36","block_type":"box","text":"context in each market where we invest. The Guidelines are not intended to be exhaustive. BIS applies the Guidelines on a","page_number":116,"box":{"x":59,"y":486,"width":851,"height":12}},{"id":"5bc2a435-2f8d-413b-90ab-16d78c253e1f","block_type":"box","text":"case-by-case basis, in the context of the individual circumstances of each company and the specific issue under review. As","page_number":116,"box":{"x":59,"y":501,"width":858,"height":13}},{"id":"a1bfd4fe-a6cf-432c-a5a7-722ede6b0473","block_type":"box","text":"such, the Guidelines do not indicate how BIS will vote in every instance. Rather, they reflect our view about corporate","page_number":116,"box":{"x":59,"y":516,"width":817,"height":13}},{"id":"dcca56e3-5b08-4c5f-886f-206c3b2ceb3a","block_type":"box","text":"governance issues generally, and provide insight into how we typically approach issues that commonly arise on corporate","page_number":116,"box":{"x":59,"y":531,"width":851,"height":13}},{"id":"86502b92-bc61-4333-b2ce-ed44af6c6784","block_type":"box","text":"ballots. The Guidelines are reviewed annually and updated as necessary to reflect changes in market practices, developments","page_number":116,"box":{"x":60,"y":547,"width":875,"height":12}},{"id":"b8c706b0-dc98-418d-9fe4-5a4382b16c81","block_type":"box","text":"in corporate governance and feedback from companies and clients. In this way, BIS aims to maintain policies that explain our","page_number":116,"box":{"x":60,"y":562,"width":873,"height":12}},{"id":"b1161477-75e4-4ffd-9d3b-f6e3e9c29654","block_type":"box","text":"approach to governance practices most aligned with clients’ long-term financial interests. BIS analysts may exercise their","page_number":116,"box":{"x":59,"y":577,"width":847,"height":12}},{"id":"0db267fa-bbb9-4faa-97db-75011b578273","block_type":"box","text":"professional judgment in determining how to vote if they conclude that the Guidelines do not cover the specific matter raised","page_number":116,"box":{"x":59,"y":592,"width":877,"height":12}},{"id":"0d3662da-bb20-46e6-ad4f-436578c4bfdf","block_type":"box","text":"by a ballot item or that an exception to the Guidelines would be in the long-term economic interests of BlackRock’s clients.","page_number":116,"box":{"x":60,"y":607,"width":858,"height":12}},{"id":"ade913fb-350c-4bdb-8e95-6037ec425f01","block_type":"box","text":"In certain markets, proxy voting involves logistical issues which can affect BIS’ ability to vote such proxies, as well as the","page_number":116,"box":{"x":60,"y":634,"width":835,"height":12}},{"id":"60d9aafc-31d9-483a-831d-b39826817e1f","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":116,"box":{"x":59,"y":649,"width":868,"height":12}},{"id":"e5590e36-944c-4179-8803-a8284b2d803a","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":116,"box":{"x":60,"y":664,"width":804,"height":12}},{"id":"76be0e48-1ece-4ba6-8f5c-45e1ddac0cf6","block_type":"box","text":"(requirements that investors who exercise their voting rights surrender the right to dispose of their holdings for some","page_number":116,"box":{"x":60,"y":679,"width":820,"height":12}},{"id":"07d55315-6695-42d4-a6c6-be2ac7cc0adc","block_type":"box","text":"specified period in proximity to the shareholder meeting); v) potential difficulties in translating the proxy; vi) regulatory","page_number":116,"box":{"x":59,"y":694,"width":831,"height":12}},{"id":"a68144c9-f81e-4f91-b651-47bd8a83ce44","block_type":"box","text":"constraints; and vii) requirements to provide local agents with unrestricted powers of attorney to facilitate voting","page_number":116,"box":{"x":59,"y":709,"width":789,"height":12}},{"id":"bb7881dd-0efe-415f-a2a6-00f74c356322","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":116,"box":{"x":60,"y":724,"width":807,"height":13}},{"id":"1f312720-9d3a-40ce-9f3f-cbd2439adf28","block_type":"box","text":"burdensome administrative requirements.","page_number":116,"box":{"x":60,"y":739,"width":292,"height":13}},{"id":"745295b3-cdc4-4c15-a967-803e793cb450","block_type":"box","text":"BlackRock votes proxies in these situations on a “best-efforts” basis. In addition, BIS may determine that it is generally in the","page_number":116,"box":{"x":60,"y":766,"width":867,"height":12}},{"id":"0f7b92d9-d6cd-4f87-963c-f05a36c4376c","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":116,"box":{"x":60,"y":781,"width":868,"height":12}},{"id":"6579eb46-fa1f-44dd-8c60-0565a950f097","block_type":"box","text":"opportunity costs associated with share-blocking constraints) associated with exercising a vote are expected to outweigh the","page_number":116,"box":{"x":59,"y":796,"width":879,"height":12}},{"id":"1e587a26-281e-455a-a0d8-e0c148cb539b","block_type":"box","text":"benefit the client would derive by voting on the proposal.","page_number":116,"box":{"x":60,"y":811,"width":397,"height":13}},{"id":"f5d780d8-4571-41a8-8d5c-4f9d1d2a4730","block_type":"box","text":"Voting Choice","page_number":116,"box":{"x":59,"y":838,"width":100,"height":12}},{"id":"75c58ec7-4c3a-4e49-85a3-f21385495faa","block_type":"box","text":"BlackRock offers Voting Choice a program that provides eligible clients with more opportunities to participate in the proxy","page_number":116,"box":{"x":60,"y":864,"width":851,"height":12}},{"id":"20a88f8f-fb2d-4c00-a750-e50766f8d191","block_type":"box","text":"voting process where legally and operationally viable.","page_number":116,"box":{"x":59,"y":879,"width":372,"height":13}},{"id":"3cbd8b5e-ef7e-4c64-a9ae-568f1a352ba9","block_type":"box","text":"A-32","page_number":116,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"892eb6b1-d9ac-414a-97de-5a2dd8685e7a","block_type":"box","text":"Voting Choice is currently available for eligible clients invested in certain institutional pooled funds in the U.S., UK, Ireland, and","page_number":117,"box":{"x":59,"y":67,"width":879,"height":12}},{"id":"09066b22-d775-4ceb-9120-1ed6eb73e059","block_type":"box","text":"Canada that utilize certain equity index investment strategies, as well as eligible clients in certain institutional pooled funds in","page_number":117,"box":{"x":59,"y":82,"width":874,"height":12}},{"id":"00154518-3bff-4599-9caf-168e71f9018c","block_type":"box","text":"the U.S., UK, and Canada that use systematic active equity (SAE) strategies. In addition, institutional clients in separately","page_number":117,"box":{"x":59,"y":97,"width":839,"height":12}},{"id":"d4c1f69c-2d41-4586-9dbb-c3383b4a570a","block_type":"box","text":"managed accounts (SMAs) continue to be eligible for BlackRock Voting Choice regardless of their investment strategies.","page_number":117,"box":{"x":60,"y":112,"width":840,"height":12}},{"id":"8c114ad5-d48b-4577-872d-c82257df269a","block_type":"box","text":"(18)","page_number":117,"box":{"x":901,"y":110,"width":21,"height":8}},{"id":"500bd5a7-5a9c-4f94-bfd2-ccd1e06de405","block_type":"box","text":"BlackRock also launched a U.S. Program to offer proxy voting to eligible shareholder accounts in a U.S. Fund.","page_number":117,"box":{"x":60,"y":127,"width":757,"height":12}},{"id":"22e4a468-03a8-4ff2-a81a-bc670bc8d7dc","block_type":"box","text":"(19)","page_number":117,"box":{"x":819,"y":125,"width":20,"height":8}},{"id":"d48353db-e048-4f32-9b8a-95bb7eb45344","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":117,"box":{"x":59,"y":154,"width":880,"height":12}},{"id":"020dcb2c-a85f-439a-ac67-ec4388989a7e","block_type":"box","text":"clients have authorized BIS to vote on their behalf, have authorized BIS to vote in accordance with a third-party policy, or have","page_number":117,"box":{"x":59,"y":169,"width":876,"height":12}},{"id":"710b46a5-cd9c-4daa-9e9b-3484fc669abf","block_type":"box","text":"elected to vote shares in accordance with their own policy. Our clients have greater control over proxy voting because of","page_number":117,"box":{"x":59,"y":184,"width":842,"height":12}},{"id":"9d489255-e4f6-4d8b-8a38-6b9da0cf2871","block_type":"box","text":"Voting Choice. BlackRock does not disclose client information, including a client’s selection of proxy policy, without client","page_number":117,"box":{"x":59,"y":199,"width":848,"height":12}},{"id":"50a53e2f-38c8-47b8-9361-44478d8474f0","block_type":"box","text":"consent.","page_number":117,"box":{"x":59,"y":215,"width":59,"height":9}},{"id":"9d648b2c-3d4c-4eb6-8c49-29e4365149d5","block_type":"box","text":"Conflicts management policies and procedures","page_number":117,"box":{"x":59,"y":240,"width":341,"height":13}},{"id":"8f404966-846f-45f1-b9d3-7f740913269d","block_type":"box","text":"BIS maintains policies and procedures that seek to prevent undue influence on BlackRock’s proxy voting activity. Such","page_number":117,"box":{"x":60,"y":267,"width":822,"height":12}},{"id":"d3270c97-6ab1-4261-90fd-f9893da07d47","block_type":"box","text":"influence might stem from any relationship between the investee company (or any shareholder proponent or dissident","page_number":117,"box":{"x":60,"y":282,"width":829,"height":12}},{"id":"b0b8982e-6ea7-4c37-b397-5baa2b150870","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":117,"box":{"x":59,"y":297,"width":856,"height":13}},{"id":"673eee8c-8cd7-4f0d-87f8-9550128d1783","block_type":"box","text":"examples of sources of perceived or potential conflicts of interest:","page_number":117,"box":{"x":59,"y":312,"width":460,"height":13}},{"id":"057196d4-6ba3-4180-8e5f-e3aebff0fe40","block_type":"box","text":"• BlackRock clients who may be issuers of securities or proponents of shareholder resolutions","page_number":117,"box":{"x":92,"y":332,"width":676,"height":13}},{"id":"5ddabed9-ac7c-4f0b-9a76-25e8cb52b6b3","block_type":"box","text":"• BlackRock business partners or third parties who may be issuers of securities or proponents of shareholder","page_number":117,"box":{"x":92,"y":353,"width":781,"height":12}},{"id":"a198dc07-85d5-48d8-ba5a-f8fc4214e23b","block_type":"box","text":"resolutions","page_number":117,"box":{"x":125,"y":368,"width":76,"height":9}},{"id":"938e65b1-7e60-47c8-922e-3ee49dda6278","block_type":"box","text":"• BlackRock employees who may sit on the boards of public companies held in Funds managed by BlackRock","page_number":117,"box":{"x":92,"y":388,"width":785,"height":12}},{"id":"0e98701b-81b4-4473-8a91-05726d4f0439","block_type":"box","text":"• Significant BlackRock, Inc. investors who may be issuers of securities held in Funds managed by BlackRock","page_number":117,"box":{"x":92,"y":408,"width":779,"height":12}},{"id":"ffc24988-c27c-4b8a-b57b-b3eaca4c2969","block_type":"box","text":"• Securities of BlackRock, Inc. or BlackRock investment funds held in Funds managed by BlackRock","page_number":117,"box":{"x":92,"y":428,"width":713,"height":13}},{"id":"9683838e-a237-4c23-a250-6995c3cc5458","block_type":"box","text":"• BlackRock, Inc. board members who serve as senior executives or directors of public companies held in Funds","page_number":117,"box":{"x":92,"y":448,"width":801,"height":13}},{"id":"a7559eb0-9832-4396-857d-4d9cdde62559","block_type":"box","text":"managed by BlackRock","page_number":117,"box":{"x":125,"y":463,"width":162,"height":13}},{"id":"65909602-e65e-4828-bd84-5104ed6f2dff","block_type":"box","text":"BlackRock has taken certain steps to mitigate perceived or potential conflicts including, but not limited to, the following:","page_number":117,"box":{"x":60,"y":490,"width":839,"height":12}},{"id":"0d58b304-98e2-42fa-bd47-5086f614501c","block_type":"box","text":"• Adopted the Guidelines which are designed to advance our clients’ long-term economic interests in the companies","page_number":117,"box":{"x":92,"y":510,"width":837,"height":12}},{"id":"97a4c77a-8cb7-4188-946e-0d26faa11d19","block_type":"box","text":"in which BlackRock invests on their behalf","page_number":117,"box":{"x":125,"y":525,"width":294,"height":10}},{"id":"1145d7c2-38cb-4041-8762-e123c92a46b9","block_type":"box","text":"• Established a reporting structure that separates BIS from employees with sales, vendor management, or business","page_number":117,"box":{"x":92,"y":545,"width":823,"height":13}},{"id":"8405a05f-b3d8-4153-a3cd-509763891914","block_type":"box","text":"partnership roles. In addition, BlackRock seeks to ensure that all engagements with corporate issuers, dissident","page_number":117,"box":{"x":124,"y":560,"width":778,"height":13}},{"id":"007e4801-edbe-48a5-b3b9-7bb7609ec13c","block_type":"box","text":"shareholders or shareholder proponents are managed consistently and without regard to BlackRock’s relationship","page_number":117,"box":{"x":124,"y":576,"width":798,"height":12}},{"id":"c46baaf5-835a-47a1-bc68-30e04689078d","block_type":"box","text":"with such parties. Clients or business partners are not given special treatment or differentiated access to BIS. BIS","page_number":117,"box":{"x":124,"y":591,"width":785,"height":12}},{"id":"c6460268-ef39-4d49-b370-e73720752b86","block_type":"box","text":"prioritizes engagements based on factors including, but not limited to, our need for additional information to make","page_number":117,"box":{"x":124,"y":606,"width":804,"height":12}},{"id":"dc06f31a-e7d2-44f6-9b58-745d4ce64934","block_type":"box","text":"a voting decision or our view on the likelihood that an engagement could lead to positive outcome(s) over time for","page_number":117,"box":{"x":124,"y":621,"width":803,"height":12}},{"id":"c80b4f62-5edd-477d-a894-e8f8a56e223b","block_type":"box","text":"the economic value of the company. Within the normal course of business, BIS may engage directly with BlackRock","page_number":117,"box":{"x":124,"y":636,"width":807,"height":12}},{"id":"e5dc1ec3-13e5-484f-a1ef-ac7f27d22168","block_type":"box","text":"clients, business partners and/or third parties, and/or with employees with sales, vendor management, or business","page_number":117,"box":{"x":124,"y":651,"width":807,"height":13}},{"id":"61c07cb2-069d-49ae-a3d4-f2d3177ffec3","block_type":"box","text":"partnership roles, in discussions regarding our approach to stewardship, general corporate governance matters,","page_number":117,"box":{"x":124,"y":666,"width":782,"height":13}},{"id":"5cf9d7c7-f92d-494c-bb82-4ffa2f2a0c1e","block_type":"box","text":"client reporting needs, and/or to otherwise ensure that proxy-related client service levels are met","page_number":117,"box":{"x":124,"y":681,"width":680,"height":13}},{"id":"c6ff42b9-4760-45cb-8074-04fd7e54b3b0","block_type":"box","text":"• Determined to engage, in certain instances, an independent third-party voting service provider to make proxy voting","page_number":117,"box":{"x":92,"y":702,"width":846,"height":12}},{"id":"5a199cf3-7047-4250-bae5-25da2dd5af09","block_type":"box","text":"recommendations as a further safeguard to avoid potential conflicts of interest, to satisfy regulatory compliance","page_number":117,"box":{"x":125,"y":717,"width":784,"height":12}},{"id":"094a09d4-81af-47ef-9289-0155dfe9751e","block_type":"box","text":"requirements, or as may be otherwise required by applicable law. In such circumstances, the independent third","page_number":117,"box":{"x":125,"y":732,"width":779,"height":12}},{"id":"7970cbb8-8935-43a2-9d77-66ff4b841722","block_type":"box","text":"party voting service provider provides BlackRock with recommendations, in accordance with the Guidelines, as to","page_number":117,"box":{"x":124,"y":747,"width":794,"height":12}},{"id":"319209bc-cdf2-475c-aac0-d33fa772e63a","block_type":"box","text":"how to vote such proxies. BlackRock uses an independent third-party voting service provider to make proxy voting","page_number":117,"box":{"x":125,"y":762,"width":798,"height":12}},{"id":"782b4b02-2e97-49a8-8589-bfab7c14ee75","block_type":"box","text":"recommendations for shares of BlackRock, Inc. and companies affiliated with BlackRock, Inc. BlackRock may also","page_number":117,"box":{"x":125,"y":777,"width":790,"height":13}},{"id":"a22a4afe-9ef8-4859-8e6a-7c5d1864b99a","block_type":"box","text":"use an independent third-party voting service provider to make proxy voting recommendations for:","page_number":117,"box":{"x":125,"y":792,"width":692,"height":13}},{"id":"10b412e6-a8a4-47fb-b738-bb8ccc8ed2fc","block_type":"box","text":"• public companies that include BlackRock employees on their boards of directors","page_number":117,"box":{"x":157,"y":812,"width":593,"height":13}},{"id":"771ef455-a128-4d90-8ed0-e3d37e245e94","block_type":"box","text":"(18) 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":117,"box":{"x":59,"y":863,"width":838,"height":10}},{"id":"51ad09db-84d8-4ef0-a498-1513162a7174","block_type":"box","text":"heir","page_number":117,"box":{"x":898,"y":863,"width":20,"height":8}},{"id":"b35b3b3d-3b56-403d-af97-b208e95ec5ff","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":117,"box":{"x":91,"y":876,"width":752,"height":10}},{"id":"2dc812b1-0f67-4d89-8ea2-2c1829412874","block_type":"box","text":"(19) Read more about BlackRock Voting Choice on our website.","page_number":117,"box":{"x":59,"y":891,"width":361,"height":10}},{"id":"06e5f2c1-36e2-4a83-8d85-ce838d0d27e8","block_type":"box","text":"A-33","page_number":117,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"7c6886a9-aada-454f-bbe2-1fc1bd9f8174","block_type":"box","text":"• public companies of which a BlackRock, Inc. board member serves as a senior executive or a member of","page_number":118,"box":{"x":157,"y":67,"width":762,"height":12}},{"id":"edd2d9c4-3770-44bc-b990-eac87d597db8","block_type":"box","text":"the board of directors","page_number":118,"box":{"x":189,"y":82,"width":151,"height":9}},{"id":"3c5aa9f5-a3a1-4917-85da-3a0fbf66c8bc","block_type":"box","text":"• public companies that are the subject of certain transactions involving BlackRock Funds","page_number":118,"box":{"x":157,"y":102,"width":647,"height":12}},{"id":"33482676-538f-47c8-9b2c-562e2ca03b3b","block_type":"box","text":"• public companies that are joint venture partners with BlackRock, and","page_number":118,"box":{"x":157,"y":122,"width":514,"height":12}},{"id":"8c8e6579-40a4-4cea-b38b-10ed66ba666c","block_type":"box","text":"• public companies when legal or regulatory requirements compel BlackRock to use an independent third","page_number":118,"box":{"x":157,"y":142,"width":765,"height":13}},{"id":"683c91f2-cb90-4c2a-b43b-22b42bfd054a","block_type":"box","text":"party voting service provider","page_number":118,"box":{"x":190,"y":157,"width":198,"height":13}},{"id":"ae6ebcb6-b516-42c7-a5ee-a266b7d64bf1","block_type":"box","text":"In selecting an independent third-party voting service provider, we assess several characteristics, including but not limited to:","page_number":118,"box":{"x":60,"y":184,"width":873,"height":12}},{"id":"c8cb30a0-ea33-49dc-bc42-a02676e4f1bc","block_type":"box","text":"independence, an ability to analyze proxy issues and make recommendations in the economic interest of our clients in","page_number":118,"box":{"x":60,"y":199,"width":826,"height":12}},{"id":"2673a9a7-c681-4920-9102-33a9cc182cae","block_type":"box","text":"accordance with the Guidelines, reputation for reliability and integrity, and operational capacity to accurately deliver the","page_number":118,"box":{"x":59,"y":214,"width":837,"height":12}},{"id":"5c6daa72-4998-4d69-ba05-8b30d0d2a3da","block_type":"box","text":"assigned recommendations in a timely manner. We may engage more than one independent third-party voting service","page_number":118,"box":{"x":59,"y":229,"width":829,"height":12}},{"id":"bfa6d50d-1236-4d12-a77b-9e27fc573fbb","block_type":"box","text":"provider, in part to mitigate potential or perceived conflicts of interest at a single voting service provider. The Global","page_number":118,"box":{"x":59,"y":244,"width":805,"height":13}},{"id":"e56d15f5-3cd6-4f1b-9048-131de2b2d25b","block_type":"box","text":"Committee appoints and reviews the performance of the independent third-party voting service providers, generally on an","page_number":118,"box":{"x":59,"y":259,"width":855,"height":13}},{"id":"74deb847-b648-4cd5-aad0-d4dad00a4043","block_type":"box","text":"annual basis.","page_number":118,"box":{"x":59,"y":274,"width":90,"height":10}},{"id":"c464300a-95d9-4576-9e37-7bda5b9255d6","block_type":"box","text":"Securities lending","page_number":118,"box":{"x":59,"y":301,"width":128,"height":12}},{"id":"a69a5f80-40c7-49e1-9723-72f558631207","block_type":"box","text":"When so authorized, BlackRock acts as a securities lending agent on behalf of Funds. Securities lending is a well-regulated","page_number":118,"box":{"x":59,"y":327,"width":855,"height":13}},{"id":"a934c1f5-1c7b-4f60-9371-eb234264a079","block_type":"box","text":"practice that contributes to capital market efficiency. It also enables funds to generate additional returns while allowing fund","page_number":118,"box":{"x":59,"y":343,"width":870,"height":12}},{"id":"0b1d59dd-d24a-4284-a2fe-6355c8383122","block_type":"box","text":"providers to keep fund expenses lower.","page_number":118,"box":{"x":59,"y":358,"width":271,"height":12}},{"id":"c70c46b0-07f0-4780-a42b-0338495616c6","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":118,"box":{"x":59,"y":384,"width":866,"height":12}},{"id":"0dd02779-31d1-42eb-bc5d-0b0a800a2149","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":118,"box":{"x":59,"y":399,"width":828,"height":13}},{"id":"e6807fda-5871-479f-ad42-c1680ecf504f","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":118,"box":{"x":59,"y":414,"width":866,"height":13}},{"id":"47cef566-9f8e-49d2-b474-575097235a0b","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":118,"box":{"x":59,"y":429,"width":854,"height":13}},{"id":"d39f8468-0fb0-429a-abcd-bff31dfda6ca","block_type":"box","text":"but are not limited to, assessing potential securities lending revenue alongside the potential long-term financial value to","page_number":118,"box":{"x":60,"y":445,"width":837,"height":12}},{"id":"ee0c14d5-e7a4-4ece-8dd4-e4c95fd197a7","block_type":"box","text":"clients of voting those securities (based on the information available at the time of recall consideration).","page_number":118,"box":{"x":59,"y":460,"width":726,"height":12}},{"id":"3bdec012-d76f-4114-900d-f9140f590318","block_type":"box","text":"(20)","page_number":118,"box":{"x":787,"y":458,"width":20,"height":8}},{"id":"96d81985-388f-4098-b1b6-1b2033a5f52b","block_type":"box","text":"BIS works with","page_number":118,"box":{"x":814,"y":460,"width":101,"height":9}},{"id":"cd3828d8-9eae-40c6-b2b9-cdeaf2cfabe1","block_type":"box","text":"colleagues in the Securities Lending and Risk and Quantitative Analysis teams to evaluate the costs and benefits to clients of","page_number":118,"box":{"x":59,"y":475,"width":873,"height":12}},{"id":"b6f381cf-9cba-4056-9323-0d4362324d63","block_type":"box","text":"recalling shares on loan.","page_number":118,"box":{"x":60,"y":490,"width":167,"height":12}},{"id":"863984fd-e884-4ce8-8ebf-44b94f5efeed","block_type":"box","text":"In almost all instances, BlackRock anticipates that the potential long-term financial value to the Fund of voting shares would","page_number":118,"box":{"x":60,"y":516,"width":868,"height":13}},{"id":"2b9e27a7-c24e-4cf9-9d02-191fb545c9d2","block_type":"box","text":"be less than the potential revenue the loan may provide the Fund. However, in certain instances, BlackRock may determine, in","page_number":118,"box":{"x":60,"y":531,"width":876,"height":13}},{"id":"22a9fed1-e244-47a1-b497-dbcda0706aa2","block_type":"box","text":"our independent business judgment as a fiduciary, that the value of voting outweighs the securities lending revenue loss to","page_number":118,"box":{"x":59,"y":547,"width":860,"height":12}},{"id":"3be1bf7c-c892-4159-835e-7b6214777359","block_type":"box","text":"clients and would therefore recall shares to be voted in those instances.","page_number":118,"box":{"x":59,"y":562,"width":499,"height":9}},{"id":"eeebc11b-4e9e-468d-9927-73d2c3dfd439","block_type":"box","text":"Periodically, BlackRock reviews our process for determining whether to recall securities on loan in order to vote and may","page_number":118,"box":{"x":60,"y":588,"width":840,"height":13}},{"id":"292af0da-44e8-43a6-80bf-5ebb335aace8","block_type":"box","text":"modify it as necessary.","page_number":118,"box":{"x":60,"y":603,"width":156,"height":13}},{"id":"8c41d656-5c2b-4377-b531-b6fad1ff2714","block_type":"box","text":"Reporting and vote transparency","page_number":118,"box":{"x":60,"y":630,"width":236,"height":12}},{"id":"a8e80a5e-491d-406b-a171-63353672490c","block_type":"box","text":"We are committed to transparency in the stewardship work we do on behalf of clients. We inform clients about our","page_number":118,"box":{"x":59,"y":656,"width":804,"height":13}},{"id":"846567f0-2e4a-47d0-ab67-14b9bb9bd1ac","block_type":"box","text":"engagement and voting policies and activities through direct communication and through disclosure on our website.","page_number":118,"box":{"x":59,"y":671,"width":819,"height":13}},{"id":"0c3ba170-7d56-40f8-8d09-61f2a7ec4ba7","block_type":"box","text":"Additionally, we make public our regional proxy voting guidelines for the benefit of clients and the companies in which we","page_number":118,"box":{"x":59,"y":686,"width":853,"height":13}},{"id":"daa1c291-f64f-4beb-ad59-5408bf4ef26c","block_type":"box","text":"invest on their behalf. We also publish commentaries to share our perspective on market developments and emerging key","page_number":118,"box":{"x":60,"y":702,"width":851,"height":12}},{"id":"1c769350-adf2-479d-8694-c86019eeb995","block_type":"box","text":"themes.","page_number":118,"box":{"x":59,"y":717,"width":55,"height":9}},{"id":"b15d231a-911d-4f17-b36a-7fb80263fbdf","block_type":"box","text":"At a more granular level, on a quarterly basis, we publish our vote record for each company that held a shareholder meeting","page_number":118,"box":{"x":59,"y":743,"width":866,"height":12}},{"id":"877259b3-82cd-488e-8d14-65ff54e1716e","block_type":"box","text":"during the period, showing how BIS voted on each proposal and providing our rationale for any votes against management","page_number":118,"box":{"x":59,"y":758,"width":861,"height":13}},{"id":"38dc0e01-f2bf-442a-9943-8bc853de6ddf","block_type":"box","text":"proposals and on shareholder proposals. For shareholder meetings where a vote might be high profile or of significant","page_number":118,"box":{"x":59,"y":773,"width":827,"height":13}},{"id":"1eb3fefa-0729-4308-9f74-c3b2cc9cebab","block_type":"box","text":"(20) Recalling securities on loan can be impacted by the timing of record dates. In the U.S., for example, the record date of a shareholder meeting typic","page_number":118,"box":{"x":59,"y":828,"width":848,"height":10}},{"id":"af476cfa-56b4-4eb7-8391-60746061cbf3","block_type":"box","text":"ally","page_number":118,"box":{"x":909,"y":828,"width":18,"height":10}},{"id":"f0c8a7b3-a109-412e-b371-f8c98b7dba49","block_type":"box","text":"falls before the proxy statements are released. Accordingly, it is not practicable to evaluate a proxy statement, determine that a vote has a material","page_number":118,"box":{"x":91,"y":841,"width":818,"height":10}},{"id":"802ad2b9-1d00-4273-8f8b-fb046aa686ad","block_type":"box","text":"impact on a fund and recall any shares on loan in advance of the record date for the annual meeting. As a result, managers must weigh independent","page_number":118,"box":{"x":92,"y":853,"width":831,"height":10}},{"id":"06f54502-6e14-48c5-8350-3a84186a4341","block_type":"box","text":"business judgement as a fiduciary, the benefit to a fund’s shareholders of recalling loaned shares in advance of an estimated record date without","page_number":118,"box":{"x":92,"y":866,"width":810,"height":10}},{"id":"b2e8a30c-1a29-4488-92d7-5ee336821ab0","block_type":"box","text":"knowing whether there will be a vote on matters which have a material impact on the fund (thereby forgoing potential securities lending revenue for","page_number":118,"box":{"x":92,"y":879,"width":831,"height":9}},{"id":"83d7feda-0115-4d15-ac62-95df2792a9f5","block_type":"box","text":"the fund’s shareholders) or leaving shares on loan to potentially earn revenue for the fund (thereby forgoing the opportunity to vote).","page_number":118,"box":{"x":91,"y":891,"width":746,"height":10}},{"id":"17ffa115-2982-4370-9e5d-37533ff3ee00","block_type":"box","text":"A-34","page_number":118,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"d6aaa39e-cf09-48e1-9571-eece7f17c905","block_type":"box","text":"interest to clients, we may publish a vote bulletin after the meeting, disclosing and explaining our vote on key proposals. We","page_number":119,"box":{"x":60,"y":67,"width":866,"height":12}},{"id":"635143e3-e38a-4dda-a4df-a4f91d4e7bbe","block_type":"box","text":"also publish a quarterly list of all companies with which we engaged and the key topics addressed in the engagement","page_number":119,"box":{"x":59,"y":82,"width":823,"height":12}},{"id":"ec385038-0dc7-4397-a68c-1cf983471afc","block_type":"box","text":"meeting.","page_number":119,"box":{"x":60,"y":98,"width":59,"height":11}},{"id":"3898d568-edb4-4a86-a3ce-84284d4152e4","block_type":"box","text":"In this way, we help inform our clients about the work we do on their behalf in promoting the governance and business","page_number":119,"box":{"x":60,"y":123,"width":832,"height":13}},{"id":"0225dfe3-5b4b-462c-85e9-ca03e6301a9a","block_type":"box","text":"practices that support durable, long-term financial value creation by companies.","page_number":119,"box":{"x":59,"y":138,"width":560,"height":13}},{"id":"8579622f-9110-46fb-9d6a-1be05f07b724","block_type":"box","text":"Want to know more?","page_number":119,"box":{"x":59,"y":165,"width":149,"height":10}},{"id":"7583de6e-2698-4710-ac84-beb6f7dc2fcc","block_type":"box","text":"blackrock.com/stewardship | contactstewardship@blackrock.com","page_number":119,"box":{"x":60,"y":191,"width":463,"height":13}},{"id":"beb8222f-62e1-4826-bae5-bd75293be244","block_type":"box","text":"This document is provided for information and educational purposes only. Investing involves risk, including the loss of","page_number":119,"box":{"x":59,"y":218,"width":826,"height":12}},{"id":"5006c91a-c502-44cc-8923-6aee59100bdf","block_type":"box","text":"principal.","page_number":119,"box":{"x":59,"y":233,"width":63,"height":12}},{"id":"0a987744-8533-4055-8ed8-a39a3f389d0f","block_type":"box","text":"Prepared by BlackRock, Inc.","page_number":119,"box":{"x":60,"y":259,"width":190,"height":13}},{"id":"62e89517-4347-4767-a87b-be5a6568bd2d","block_type":"box","text":"©2024 BlackRock, Inc. All rights reserved.","page_number":119,"box":{"x":59,"y":286,"width":290,"height":12}},{"id":"180434b2-babf-4288-ae30-327c66f4d500","block_type":"box","text":"BLACKROCK","page_number":119,"box":{"x":355,"y":286,"width":89,"height":10}},{"id":"2929235a-8999-4f38-9e8b-232134283fb9","block_type":"box","text":"is a trademark of BlackRock, Inc., or its subsidiaries in the United","page_number":119,"box":{"x":449,"y":286,"width":450,"height":11}},{"id":"f21b0cf5-1608-4644-8d25-777afae34d2c","block_type":"box","text":"States and elsewhere. All other trademarks are those of their respective owners.","page_number":119,"box":{"x":59,"y":301,"width":558,"height":12}},{"id":"47f5a1fd-d2d7-4bce-b76c-358a0811cbf5","block_type":"box","text":"A-35","page_number":119,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"32f91150-a5cb-408f-a14b-1679de98d0da","block_type":"box","text":"BlackRock Investment Stewardship","page_number":120,"box":{"x":198,"y":67,"width":603,"height":30}},{"id":"ab5ff88a-2af2-43f9-a4cc-8df9d06adc7f","block_type":"box","text":"Climate and Decarbonization Stewardship Guidelines","page_number":120,"box":{"x":59,"y":111,"width":383,"height":12}},{"id":"bc22244b-bd20-4fd2-b134-34fd9b30788d","block_type":"box","text":"Published July 2024","page_number":120,"box":{"x":76,"y":137,"width":140,"height":13}},{"id":"8ad55075-5498-4f93-b3df-08ea1a443034","block_type":"box","text":"BlackRock climate and decarbonization stewardship guidelines","page_number":120,"box":{"x":60,"y":164,"width":453,"height":12}},{"id":"6284a258-e6cc-4722-9eeb-af83f3d78fcc","block_type":"box","text":"Introduction to BlackRock Investment Stewardship","page_number":120,"box":{"x":60,"y":190,"width":365,"height":12}},{"id":"e9e6dc9d-75cc-4d9d-8750-146cf2741671","block_type":"box","text":"BlackRock’s clients depend on us to help them meet their varied investment goals. We consider it one of our responsibilities","page_number":120,"box":{"x":60,"y":217,"width":863,"height":12}},{"id":"905a1323-2f95-4a9f-a77d-6e7beb24be20","block_type":"box","text":"to be an informed, engaged shareholder on their behalf, given the business decisions that companies make have a direct","page_number":120,"box":{"x":59,"y":232,"width":843,"height":12}},{"id":"e5e8b754-b4a1-4f9e-b201-7d24d9f8c278","block_type":"box","text":"impact on our clients’ long-term investment outcomes and financial well-being. BlackRock Investment Stewardship (BIS) is a","page_number":120,"box":{"x":60,"y":247,"width":872,"height":12}},{"id":"f69cd147-aaa9-4805-b4b3-c32514df86a1","block_type":"box","text":"dedicated function within BlackRock, which serves as a link between BlackRock’s clients and the companies we invest in on","page_number":120,"box":{"x":59,"y":262,"width":863,"height":12}},{"id":"37903d47-2b21-4ad8-95bc-f4e32d665094","block_type":"box","text":"their behalf. BIS takes a long-term approach in our stewardship efforts, reflecting the investment horizons of the majority of","page_number":120,"box":{"x":59,"y":277,"width":865,"height":12}},{"id":"fb5d9291-d06c-4892-ab40-a231f1762655","block_type":"box","text":"our clients. BIS does this through:","page_number":120,"box":{"x":59,"y":292,"width":234,"height":12}},{"id":"e229dd14-742e-401d-9986-d3c87c9dac94","block_type":"box","text":"1.","page_number":120,"box":{"x":61,"y":313,"width":9,"height":9}},{"id":"aee55fbd-a5fa-47b0-9f24-3fa36b2d79ff","block_type":"box","text":"Engaging with companies","page_number":120,"box":{"x":99,"y":312,"width":185,"height":13}},{"id":"aec20a24-4872-4d66-9c0b-3690cfa3dd4c","block_type":"box","text":"in a two-way dialogue to build our understanding of a company’s practices and inform our","page_number":120,"box":{"x":290,"y":312,"width":635,"height":13}},{"id":"7f7f2f59-2b07-496c-9ed9-3b24c95a048b","block_type":"box","text":"voting decisions.","page_number":120,"box":{"x":98,"y":327,"width":116,"height":13}},{"id":"155855ba-2dbc-45ca-beeb-11ae9d53b011","block_type":"box","text":"2.","page_number":120,"box":{"x":59,"y":348,"width":11,"height":9}},{"id":"13d7ef83-d450-41e9-a0f5-bfe418b3940d","block_type":"box","text":"Voting at shareholder meetings","page_number":120,"box":{"x":98,"y":348,"width":226,"height":12}},{"id":"ad1f750f-81c7-4254-aa50-ceb003752524","block_type":"box","text":"on management and shareholder proposals on behalf of clients who have delegated","page_number":120,"box":{"x":330,"y":348,"width":589,"height":12}},{"id":"d83b84c1-9ceb-44d5-b564-61fe0305ffa2","block_type":"box","text":"voting authority to BlackRock.","page_number":120,"box":{"x":98,"y":363,"width":210,"height":12}},{"id":"8517c3cc-3c5d-442e-816d-03bacc4fede0","block_type":"box","text":"3.","page_number":120,"box":{"x":59,"y":383,"width":11,"height":10}},{"id":"b9ca6546-a60e-4deb-a70e-11e6002114cf","block_type":"box","text":"Contributing to industry dialogue on stewardship","page_number":120,"box":{"x":98,"y":383,"width":357,"height":12}},{"id":"c8344386-0f0e-42ab-84a3-8648fb98aea3","block_type":"box","text":"to share our perspectives on matters that may impact our clients’","page_number":120,"box":{"x":459,"y":383,"width":458,"height":12}},{"id":"26647649-ea95-4e96-a05d-f290ff9d9617","block_type":"box","text":"investments.","page_number":120,"box":{"x":99,"y":399,"width":87,"height":9}},{"id":"f3c0e4a6-246d-4d61-8e8d-4f29b1e4612a","block_type":"box","text":"4.","page_number":120,"box":{"x":59,"y":419,"width":11,"height":9}},{"id":"453f9d07-0c7b-4578-a8e0-250e859ebaf8","block_type":"box","text":"Reporting on our activities","page_number":120,"box":{"x":99,"y":419,"width":190,"height":11}},{"id":"e80d7600-0191-4a05-8c3c-aa9c9b553792","block_type":"box","text":"to inform clients about our stewardship efforts on their behalf through a range of","page_number":120,"box":{"x":294,"y":418,"width":569,"height":12}},{"id":"e242c73a-b8e9-41df-83a7-56c0b1827255","block_type":"box","text":"publications and direct reporting.","page_number":120,"box":{"x":98,"y":433,"width":232,"height":13}},{"id":"9ec31055-6800-47e3-b849-922be870391c","block_type":"box","text":"Stewardship for clients with investment objectives relating to the low-carbon transition","page_number":120,"box":{"x":59,"y":460,"width":628,"height":12}},{"id":"d6bf4024-561b-4922-a187-bc548b29acd2","block_type":"box","text":"BlackRock offers a wide range of investment products and funds to support our clients’ unique and varied investment","page_number":120,"box":{"x":60,"y":486,"width":821,"height":12}},{"id":"304b0f7a-a8f0-47ca-9e2e-fc6402eb0a8b","block_type":"box","text":"objectives, and in February 2024, BlackRock announced it would be launching a new decarbonization stewardship option for","page_number":120,"box":{"x":59,"y":501,"width":870,"height":13}},{"id":"b70dc260-5778-43bc-85c4-616fa58430b4","block_type":"box","text":"those clients who explicitly direct BlackRock to invest their assets with decarbonization investment objectives. An increasing","page_number":120,"box":{"x":59,"y":516,"width":868,"height":13}},{"id":"8d9ae388-cce1-41b0-ae3c-ca9befbbd318","block_type":"box","text":"number of clients are seeking to minimize the financial risk, and maximize the financial opportunities, associated with the","page_number":120,"box":{"x":60,"y":531,"width":849,"height":13}},{"id":"eff13029-3230-42ec-ba77-72f5a2bfd2f6","block_type":"box","text":"transition to a low-carbon economy, and thus are interested in sustainable and transition investing, with some including","page_number":120,"box":{"x":59,"y":547,"width":839,"height":12}},{"id":"e7e6ae87-5d9f-4411-9e77-a6031db6c9a2","block_type":"box","text":"decarbonization as an investment objective in their mandates with BlackRock. In Europe for example, all of our largest,","page_number":120,"box":{"x":59,"y":562,"width":828,"height":12}},{"id":"3f9e6325-2660-46ee-8c18-864efc92df1d","block_type":"box","text":"strategic relationship clients have net zero commitments for their organizations, and globally a growing number have made","page_number":120,"box":{"x":59,"y":577,"width":862,"height":12}},{"id":"a4604563-969d-422d-a611-58c722be5d90","block_type":"box","text":"similar commitments, which those clients believe, will shape financial opportunities in the transition to a low-carbon","page_number":120,"box":{"x":59,"y":592,"width":815,"height":12}},{"id":"17b98b27-be3a-4aaf-9ae8-0fb5be8d53cc","block_type":"box","text":"economy. A survey of 200 institutional investors globally, representing nearly $9tn in assets under management, indicated","page_number":120,"box":{"x":59,"y":607,"width":854,"height":12}},{"id":"ed6e7e76-2e16-4178-98d0-0f22e6d06d4b","block_type":"box","text":"that 98% of them have set some kind of transition investment objective for their portfolios.","page_number":120,"box":{"x":59,"y":622,"width":636,"height":13}},{"id":"4ac11cd3-6fdb-4365-929f-ce7c8f0929ce","block_type":"box","text":"These guidelines set out BIS’ approach to voting at companies’ shareholder meetings on behalf of funds with explicit","page_number":120,"box":{"x":59,"y":649,"width":817,"height":12}},{"id":"b1e013b2-119c-42ed-abf7-5c965928f687","block_type":"box","text":"decarbonization or climate-related investment objectives, and, when appropriate, engagement with corporate leadership to","page_number":120,"box":{"x":59,"y":664,"width":864,"height":12}},{"id":"23cc5add-075d-40c0-b347-19460221876e","block_type":"box","text":"support our voting on clients’ behalf. In addition, clients in separately managed accounts may instruct BlackRock to apply","page_number":120,"box":{"x":59,"y":679,"width":851,"height":12}},{"id":"d075f03d-d652-4d6d-a661-617ef0dc18b9","block_type":"box","text":"these guidelines to their holdings. Both in the case of funds and separately managed accounts, these guidelines are only","page_number":120,"box":{"x":59,"y":694,"width":842,"height":12}},{"id":"e35372a2-d93c-4760-9e55-97e7c2a6a2fe","block_type":"box","text":"implemented upon explicit selection and approval by the applicable fund board or client.","page_number":120,"box":{"x":60,"y":709,"width":617,"height":12}},{"id":"ed96f129-d19f-4671-ab5b-d29356d2d64e","block_type":"box","text":"These guidelines should be read in conjunction with BIS’ benchmark policies and are focused on matters related to climate","page_number":120,"box":{"x":59,"y":736,"width":859,"height":12}},{"id":"32843616-5dc0-4581-b44a-df88b4b54590","block_type":"box","text":"risks and the transition to a low-carbon economy at companies that are held by funds and clients who have selected these","page_number":120,"box":{"x":60,"y":751,"width":856,"height":12}},{"id":"60a42e4c-f79a-45be-bc2c-1ec3369fae5d","block_type":"box","text":"guidelines. These guidelines differ from the benchmark policies in that they consider, in addition to financial considerations","page_number":120,"box":{"x":59,"y":766,"width":861,"height":12}},{"id":"68502998-07fe-4467-a8b6-4fe4485a3498","block_type":"box","text":"and consistent with the investment objective of each fund or account that has selected these guidelines, the alignment of","page_number":120,"box":{"x":59,"y":781,"width":853,"height":12}},{"id":"e5de5d6c-38a0-475f-81c5-39538a8448ea","block_type":"box","text":"companies’ business model and strategies with the financial opportunities presented by the transition to a low-carbon","page_number":120,"box":{"x":59,"y":796,"width":828,"height":12}},{"id":"1a719e7a-58b6-4481-bb17-a1a198fe69e0","block_type":"box","text":"economy and the more ambitious goal of the Paris Agreement, namely to limit average temperature rise to 1.5°C above pre","page_number":120,"box":{"x":59,"y":811,"width":867,"height":13}},{"id":"65a86bbd-eb4a-4ef2-99d9-0280d8f678bd","block_type":"box","text":"industrial levels.","page_number":120,"box":{"x":60,"y":826,"width":110,"height":10}},{"id":"b74305b0-6ce9-429d-951d-4d58bb66d0a7","block_type":"box","text":"These guidelines will apply to companies which produce goods and services that contribute to real world decarbonization or","page_number":120,"box":{"x":59,"y":853,"width":872,"height":12}},{"id":"a6eefa10-8db4-43ea-a1f1-2bfaabade46b","block_type":"box","text":"have a carbon intensive business model and face outsized impacts from the low-carbon transition, based on reported and","page_number":120,"box":{"x":60,"y":868,"width":850,"height":12}},{"id":"c003b867-17cc-44e1-a057-2543bdcca5d5","block_type":"box","text":"estimated scopes 1, 2, and 3 greenhouse gas emissions. We estimate these companies represent the vast majority of the","page_number":120,"box":{"x":59,"y":883,"width":843,"height":12}},{"id":"2b248f4c-960a-413b-9471-00f91c64882b","block_type":"box","text":"A-36","page_number":120,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"351b20ef-c673-4ffe-ae6a-00c33897315b","block_type":"box","text":"value chain emissions of the companies held by funds and clients that have selected these guidelines. For all other companies","page_number":121,"box":{"x":59,"y":67,"width":879,"height":12}},{"id":"cd93e5a0-5b22-4294-a781-d39bfacd383b","block_type":"box","text":"held by these funds and clients, BIS’ benchmark voting guidelines apply.","page_number":121,"box":{"x":60,"y":82,"width":501,"height":12}},{"id":"8f49e136-3170-4a7a-b036-e7f78621eeb4","block_type":"box","text":"On other matters not related to climate risks and the transition to a low-carbon economy, BIS will apply our benchmark","page_number":121,"box":{"x":59,"y":108,"width":836,"height":13}},{"id":"bc03f9a9-1726-4e18-b3a4-2bf2e94b8a3b","block_type":"box","text":"policies.","page_number":121,"box":{"x":59,"y":123,"width":55,"height":13}},{"id":"c9617eea-38d3-4dcf-bd3d-164e38bbb60b","block_type":"box","text":"For clients who have not directed BlackRock to prioritize climate risks and decarbonization as an investment objective, BIS will","page_number":121,"box":{"x":60,"y":150,"width":877,"height":12}},{"id":"999b59c0-7d77-4f3c-8425-ad677407b12b","block_type":"box","text":"continue to undertake our stewardship responsibilities in line with our benchmark policies, with a sole focus on advancing","page_number":121,"box":{"x":59,"y":165,"width":855,"height":12}},{"id":"754552c4-5a86-4770-95f5-de6634de29f6","block_type":"box","text":"those clients’ long-term economic interests. This will include consideration of climate-related risks and opportunities in a","page_number":121,"box":{"x":59,"y":180,"width":848,"height":12}},{"id":"315b810c-a6c5-4bba-833b-22e535b7349c","block_type":"box","text":"company’s business model, where material to the company’s ability to deliver long-term financial returns.","page_number":121,"box":{"x":59,"y":195,"width":739,"height":12}},{"id":"59b514bb-d93a-4a78-9b88-ee4d7ddcd2e4","block_type":"box","text":"Please see appendix 2, which sets out the key differences between the BIS benchmark and decarbonization policies on items","page_number":121,"box":{"x":60,"y":222,"width":869,"height":12}},{"id":"a1da1c20-0c1f-4006-908e-488f52688bb4","block_type":"box","text":"related to climate risk and the transition to a low-carbon economy.","page_number":121,"box":{"x":60,"y":237,"width":465,"height":12}},{"id":"586d035d-dde4-45e2-b71f-bb4a26a925ae","block_type":"box","text":"Understanding the investment implications of the transition to a low-carbon economy","page_number":121,"box":{"x":60,"y":263,"width":620,"height":12}},{"id":"875f2184-7d42-4119-ac01-5db35ac1229b","block_type":"box","text":"Research from the BlackRock Investment Institute (BII) highlights that changing government policy, technology, and","page_number":121,"box":{"x":60,"y":290,"width":811,"height":12}},{"id":"c730f924-c523-4476-8703-39bdb1f069cb","block_type":"box","text":"consumer and investor preferences are driving the transition to a low-carbon economy, but these forces are moving at","page_number":121,"box":{"x":59,"y":305,"width":828,"height":12}},{"id":"290e5ff0-d54e-46e1-bfda-21ed1cf8ac2f","block_type":"box","text":"uneven speeds across sectors and regions. For example—some technologies like renewable power are already being","page_number":121,"box":{"x":60,"y":320,"width":812,"height":12}},{"id":"2bc7cb3c-666e-4dd0-b0e8-4bfde238eca0","block_type":"box","text":"deployed at scale in some regions, while in other sectors and regions less cost-effective low-carbon alternatives exist. We","page_number":121,"box":{"x":59,"y":335,"width":847,"height":12}},{"id":"58abe6f9-9d78-45b7-9fbf-03f3ae34181a","block_type":"box","text":"have heard from certain clients that they see the low-carbon transition as a series of shifts over decades that will reshape","page_number":121,"box":{"x":60,"y":350,"width":845,"height":12}},{"id":"4c49c332-582f-41e4-a27c-99c6518833ec","block_type":"box","text":"production and consumption, spur significant capital investment and create risks, opportunities and a wider range of","page_number":121,"box":{"x":59,"y":365,"width":821,"height":13}},{"id":"d202b838-2f55-497c-bf02-f96bfa85fcfc","block_type":"box","text":"financial and competitive outcomes for companies.","page_number":121,"box":{"x":59,"y":380,"width":358,"height":13}},{"id":"2de47dbf-ebe6-4868-be46-8921c6c50a6c","block_type":"box","text":"For clients interested in investing in the transition to a low-carbon economy and understanding its corresponding risks and","page_number":121,"box":{"x":60,"y":407,"width":859,"height":12}},{"id":"377e6a98-9097-4d40-bf56-84f83297fa21","block_type":"box","text":"opportunities, we have developed the BlackRock Investment Institute Transition Scenario (BIITS), powered by Aladdin","page_number":121,"box":{"x":59,"y":422,"width":821,"height":12}},{"id":"02c22a92-d3c6-4f0c-bb28-a5164844f3f1","block_type":"box","text":"®","page_number":121,"box":{"x":881,"y":420,"width":9,"height":6}},{"id":"9a5294d5-cf18-4f5a-b95b-25624ae9f86c","block_type":"box","text":"technology. BIITS is a research-based, analytical forecast of how the low-carbon transition is most likely to play out based on","page_number":121,"box":{"x":59,"y":437,"width":871,"height":12}},{"id":"c803bb60-405b-45bc-88cc-b8c2f2bf200f","block_type":"box","text":"what we know and expect today. It can help inform a top-down assessment of a company’s business risk arising from the","page_number":121,"box":{"x":59,"y":452,"width":852,"height":12}},{"id":"3e0df5e9-7820-4fb7-a395-ecf92cb38aa7","block_type":"box","text":"transition. BII based its key assumptions on rigorous research, and the input of BlackRock’s portfolio managers and other","page_number":121,"box":{"x":59,"y":467,"width":847,"height":13}},{"id":"ad55c960-abce-420f-b1f9-a4153cb6fb54","block_type":"box","text":"experts.","page_number":121,"box":{"x":59,"y":484,"width":54,"height":11}},{"id":"8a30ecba-2c6e-455b-ad00-c5e30fd2296b","block_type":"box","text":"For client assets with explicit investment objectives related to the transition to a low-carbon economy, BIS will draw on the","page_number":121,"box":{"x":60,"y":509,"width":854,"height":12}},{"id":"a9c8a8d5-a8f2-427d-8f7b-77d97ace64a5","block_type":"box","text":"insights generated by BIITS and Aladdin","page_number":121,"box":{"x":60,"y":524,"width":277,"height":12}},{"id":"669797c8-a70a-4e6e-8419-eaa5ec931fe9","block_type":"box","text":"®","page_number":121,"box":{"x":338,"y":522,"width":9,"height":6}},{"id":"4373a641-99e6-49c9-8a24-fd0e73140587","block_type":"box","text":"Climate, as well as our own analysis and engagement, in applying these guidelines.","page_number":121,"box":{"x":353,"y":524,"width":580,"height":12}},{"id":"ca1ac62e-ebd6-45e7-af88-ba4e8bf00f80","block_type":"box","text":"In doing so, we will take into consideration the fact that the necessary data to assess individual companies currently has","page_number":121,"box":{"x":60,"y":539,"width":839,"height":12}},{"id":"3a62d9b6-5855-48c4-9638-39707f204bcb","block_type":"box","text":"limitations, but is improving as a result of disclosure requirements in an increasing number of jurisdictions.","page_number":121,"box":{"x":60,"y":554,"width":745,"height":13}},{"id":"d5cfe36d-a9f9-46aa-a05f-2c1ab92ab128","block_type":"box","text":"Decarbonization stewardship guidelines design principles","page_number":121,"box":{"x":60,"y":581,"width":416,"height":12}},{"id":"23ef42cd-021d-4f88-bc31-93c8662aa824","block_type":"box","text":"The framework of these guidelines is designed to:","page_number":121,"box":{"x":59,"y":607,"width":347,"height":12}},{"id":"a2d6cab2-2983-453d-befa-472d4bc08d42","block_type":"box","text":"•","page_number":121,"box":{"x":59,"y":631,"width":4,"height":3}},{"id":"c74410b7-7d14-4281-bfd8-909bcf5c38fb","block_type":"box","text":"Prioritize sectors and companies that are critical to the transition to a low-carbon economy:","page_number":121,"box":{"x":92,"y":627,"width":661,"height":13}},{"id":"45ff3cf8-ff64-4fd6-b880-dd48de84a5b9","block_type":"box","text":"This includes companies","page_number":121,"box":{"x":758,"y":627,"width":172,"height":13}},{"id":"dae676a4-4a28-4c71-b0d9-27b077400f5a","block_type":"box","text":"which produce goods and services that contribute to real world decarbonization or have a carbon intensive business","page_number":121,"box":{"x":91,"y":642,"width":815,"height":13}},{"id":"fd4a61f9-8f7e-4101-b1f1-737a92eca206","block_type":"box","text":"model and face outsized impacts from the low-carbon transition.","page_number":121,"box":{"x":92,"y":657,"width":454,"height":13}},{"id":"3789ccac-4cbf-431f-822b-e38fce7ddd21","block_type":"box","text":"•","page_number":121,"box":{"x":59,"y":681,"width":4,"height":3}},{"id":"05891b0e-80fc-4ff2-babf-be3a2fc01afb","block_type":"box","text":"Apply a sectoral approach to our analysis that acknowledges the unevenness of the low-carbon transition across","page_number":121,"box":{"x":91,"y":678,"width":817,"height":12}},{"id":"5ea74eae-b0fd-428e-9b5f-6160e9641294","block_type":"box","text":"sectors and markets:","page_number":121,"box":{"x":92,"y":693,"width":149,"height":10}},{"id":"fade1009-e6e0-4264-a74c-4c24fc0780c3","block_type":"box","text":"We take into consideration the varying speeds at which sectors and markets can decarbonize","page_number":121,"box":{"x":246,"y":693,"width":652,"height":12}},{"id":"a64fe598-ece1-47c7-8dda-2ad34db7c2b5","block_type":"box","text":"based on technological feasibility, consumer demand, government policy, regulatory frameworks and other factors.","page_number":121,"box":{"x":92,"y":708,"width":805,"height":12}},{"id":"b9fe67c2-8779-4af6-9d95-b85321d87c94","block_type":"box","text":"Further, we recognize that these factors are uncertain and dynamic, which will require that we evolve our approach as","page_number":121,"box":{"x":92,"y":723,"width":823,"height":12}},{"id":"887c9cfa-70a8-4132-b0cd-b7638fe55378","block_type":"box","text":"necessary.","page_number":121,"box":{"x":92,"y":741,"width":71,"height":9}},{"id":"01d98302-96e6-46fe-b7e2-acd22d1debc8","block_type":"box","text":"•","page_number":121,"box":{"x":59,"y":762,"width":4,"height":3}},{"id":"a30c2988-4068-4020-971a-b88006527883","block_type":"box","text":"Take a long-term, pragmatic approach that favors a transition that minimizes disruption to companies and their key","page_number":121,"box":{"x":91,"y":758,"width":835,"height":13}},{"id":"152fd9d9-b7bd-422c-b9c4-6bfb9b299a8f","block_type":"box","text":"stakeholders:","page_number":121,"box":{"x":92,"y":773,"width":95,"height":10}},{"id":"8fec6e02-1cf4-45ef-9374-f3fef767280e","block_type":"box","text":"Our approach recognizes the challenges that many companies face in adapting their business models. It is","page_number":121,"box":{"x":192,"y":773,"width":744,"height":13}},{"id":"2f49c192-4fa0-4892-b367-daee8b1d16a6","block_type":"box","text":"premised on the views of interested clients that a transition where companies adapt and continue to deliver financial","page_number":121,"box":{"x":92,"y":788,"width":816,"height":13}},{"id":"88d4abbe-41fe-496d-86aa-05d4fc0d01a7","block_type":"box","text":"returns throughout, is a better long-term investment outcome for them, and less disruptive to a company’s other key","page_number":121,"box":{"x":92,"y":804,"width":819,"height":12}},{"id":"06bf6ae3-65ab-4c83-98f7-195479f26997","block_type":"box","text":"stakeholders, than a transition that is uneven. Further, we consider the differences between the actions and outcomes","page_number":121,"box":{"x":92,"y":819,"width":824,"height":11}},{"id":"c5d1c1b2-bba9-4ab3-8aee-6031750071d3","block_type":"box","text":"over which company management has influence, and those it does not.","page_number":121,"box":{"x":92,"y":834,"width":500,"height":12}},{"id":"e8703ddd-ae21-498e-b8b6-7cf9dccc954c","block_type":"box","text":"•","page_number":121,"box":{"x":59,"y":858,"width":4,"height":3}},{"id":"a9c35563-37b2-49a9-8bee-398c8460c1c6","block_type":"box","text":"Focus on useful, contextualized disclosures that help inform investors views, while recognizing data limitations:","page_number":121,"box":{"x":92,"y":854,"width":804,"height":12}},{"id":"a817f6d2-775e-4ef6-82a0-f5d099f4dfc2","block_type":"box","text":"The","page_number":121,"box":{"x":901,"y":854,"width":26,"height":10}},{"id":"61b1c2a1-a3d9-4837-8c81-730839d23409","block_type":"box","text":"policy will seek disclosures that outline key milestones and dependencies underpinning the company’s low-carbon","page_number":121,"box":{"x":92,"y":869,"width":802,"height":12}},{"id":"f276527e-0b0c-4f45-b650-6a57c853c032","block_type":"box","text":"transition strategy; explain the trade-offs required to adapt the business model; and include relevant data and narrative.","page_number":121,"box":{"x":91,"y":884,"width":836,"height":13}},{"id":"e41e6225-7f13-477e-8f6b-c21db81b243f","block_type":"box","text":"A-37","page_number":121,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"5066d83a-96e7-4dae-bc11-1f3b8cb6bca0","block_type":"box","text":"•","page_number":122,"box":{"x":59,"y":70,"width":4,"height":3}},{"id":"cf6a87f6-fabd-46ec-9877-ea8e33dc933c","block_type":"box","text":"Be consistent with our position as a minority investor on behalf of our clients:","page_number":122,"box":{"x":92,"y":67,"width":560,"height":12}},{"id":"0fcb896c-2d85-47b0-9cfd-ad6b5c3b128e","block_type":"box","text":"The boards and executive leadership of","page_number":122,"box":{"x":657,"y":67,"width":275,"height":12}},{"id":"b596fc0b-79ad-458a-9064-c8677e7a7d5b","block_type":"box","text":"companies determine a company’s strategy and its implementation. We make decisions on how to engage companies","page_number":122,"box":{"x":92,"y":82,"width":827,"height":12}},{"id":"79545d86-5781-49a0-bd33-428cfebb4b52","block_type":"box","text":"and vote proxies independently, based on our professional judgment of the priorities and outcomes most aligned with","page_number":122,"box":{"x":92,"y":97,"width":825,"height":12}},{"id":"e1ac8c7e-355c-4af9-9ed9-7bef808ab0ea","block_type":"box","text":"clients’ investment objectives.","page_number":122,"box":{"x":92,"y":112,"width":208,"height":12}},{"id":"4e34fe8b-692a-4c79-8a81-7c5fd0f03433","block_type":"box","text":"Voting guidelines","page_number":122,"box":{"x":59,"y":138,"width":125,"height":13}},{"id":"64667ceb-cc7d-4f78-9f6e-7f2dde22ddac","block_type":"box","text":"Consistent with the investment objective of each fund or client that has selected these guidelines, BIS will look to companies","page_number":122,"box":{"x":59,"y":165,"width":871,"height":12}},{"id":"a2fa9508-e374-434f-b4b1-79d23a979fed","block_type":"box","text":"to demonstrate the following:","page_number":122,"box":{"x":59,"y":180,"width":207,"height":12}},{"id":"86b82f15-434a-4b4a-87c7-14eac7b38b40","block_type":"box","text":"Corporate Disclosures","page_number":122,"box":{"x":76,"y":206,"width":159,"height":13}},{"id":"d1458bb1-3b50-4298-8aa5-593cd7f89e80","block_type":"box","text":"In the context of these guidelines, we look for companies to provide sufficient corporate disclosure to allow us to determine","page_number":122,"box":{"x":60,"y":233,"width":864,"height":12}},{"id":"caf81230-e953-4417-97a4-1fc7fd1e07b7","block_type":"box","text":"the extent to which decarbonization and the low-carbon transition are strategic priorities. As a general point, we would","page_number":122,"box":{"x":59,"y":248,"width":833,"height":12}},{"id":"fe09fba5-53ea-49e4-a2c8-cf617c4b2d8f","block_type":"box","text":"expect companies that have disclosed their aim to participate in the transition to a low-carbon economy to make disclosures","page_number":122,"box":{"x":59,"y":263,"width":872,"height":12}},{"id":"bc90e897-ed89-491c-928b-9f79f8d56c57","block_type":"box","text":"that help explain the strategy and governance systems they have determined most appropriate, which may include:","page_number":122,"box":{"x":59,"y":278,"width":808,"height":13}},{"id":"37a1e821-881b-484f-938d-fefe629a6d5e","block_type":"box","text":"(1) a low-carbon transition strategy to demonstrate their alignment with the ambition to limit global average temperature","page_number":122,"box":{"x":60,"y":298,"width":865,"height":13}},{"id":"24d0823d-9401-4ec5-bbb7-ac08bc1cf156","block_type":"box","text":"rise to 1.5°C above pre-industrial levels. This would normally mean that they have a long-term strategy to achieve net","page_number":122,"box":{"x":99,"y":314,"width":827,"height":12}},{"id":"af57e075-5f48-4542-b3f0-81de25a20c86","block_type":"box","text":"zero greenhouse gas (GHG) emissions by 2050, with appropriate near- and medium-term milestones to assess their","page_number":122,"box":{"x":98,"y":329,"width":812,"height":12}},{"id":"3bc28c04-da78-4747-a74c-3c964699643b","block_type":"box","text":"progress.","page_number":122,"box":{"x":98,"y":347,"width":63,"height":9}},{"id":"40184853-a5be-49cd-af53-c6b528ecaca8","block_type":"box","text":"(2) low-carbon transition-related reporting consistent with the standards developed by the International Sustainability","page_number":122,"box":{"x":60,"y":364,"width":841,"height":12}},{"id":"9ec1bdee-212c-4541-9040-13a5a842634b","block_type":"box","text":"Standards Board (ISSB). IFRS S1 addresses the general requirements of sustainability reporting and IFRS S2 sets out the","page_number":122,"box":{"x":98,"y":379,"width":835,"height":12}},{"id":"d2a38022-a47d-45eb-b0ea-104d92137edc","block_type":"box","text":"disclosures that would provide investors with decision-useful information about a company’s most significant climate","page_number":122,"box":{"x":98,"y":394,"width":830,"height":13}},{"id":"0d19ee39-d211-4205-960c-0f56a54e437a","block_type":"box","text":"and low-carbon transition-related risks and opportunities. As audit and assurance standards are developed, it would be","page_number":122,"box":{"x":98,"y":409,"width":835,"height":13}},{"id":"f479ad77-1aca-46dc-bb3e-b34e9e22c8d9","block_type":"box","text":"helpful to investors’ confidence in such disclosures for companies to seek independent, third-party assurance.","page_number":122,"box":{"x":99,"y":424,"width":768,"height":13}},{"id":"b4b35d57-01e1-4aa8-ae7d-0e5f9e173478","block_type":"box","text":"(3) scope 1 and scope 2, and material scope 3 GHG emissions. In addition, we look to companies to disclose their","page_number":122,"box":{"x":60,"y":445,"width":808,"height":12}},{"id":"42b60b1c-06a5-497a-abbb-fb24d7766083","block_type":"box","text":"reduction targets for scope 1 and 2 emissions, science-based where possible. We welcome disclosure of targets or","page_number":122,"box":{"x":99,"y":460,"width":799,"height":12}},{"id":"a475bbd3-6dff-435e-bf32-d91f24140878","block_type":"box","text":"indicative goals, where companies have set them, for scope 3 emissions reductions, recognizing that these would be","page_number":122,"box":{"x":99,"y":475,"width":813,"height":12}},{"id":"5aec15dc-9137-4409-8b42-6ee012499769","block_type":"box","text":"provided on a ‘best efforts’ basis given the methodological challenges these currently present for reporters. Scope 3","page_number":122,"box":{"x":98,"y":490,"width":808,"height":12}},{"id":"b6962650-abd2-4c4e-974a-72f43f482e0a","block_type":"box","text":"information, including how a company is working with its value chain to accelerate reductions in GHG intensity,","page_number":122,"box":{"x":99,"y":505,"width":779,"height":12}},{"id":"22fe4893-da45-493b-8ecb-4ccfb27336c9","block_type":"box","text":"provides useful insight to investors focused on investing in the low-carbon transition and understanding the impact of","page_number":122,"box":{"x":98,"y":520,"width":829,"height":12}},{"id":"203ea934-bf9d-4934-8ffb-88a7272e4cf1","block_type":"box","text":"their investments on their decarbonization goals. However, we recognize that companies have varying ability to","page_number":122,"box":{"x":98,"y":535,"width":776,"height":13}},{"id":"e9936d4e-67fc-4e2b-b668-111fac9ac1c9","block_type":"box","text":"influence the emissions across the different parts of their value chain and it is helpful when disclosures explain the","page_number":122,"box":{"x":99,"y":550,"width":798,"height":13}},{"id":"d3b7b36b-c3ca-48e9-8210-a63f41531173","block_type":"box","text":"implications for the achievement of their decarbonization targets.","page_number":122,"box":{"x":99,"y":566,"width":457,"height":12}},{"id":"5d9dab87-c0b0-4e34-b801-7b72777c5526","block_type":"box","text":"Transition plans","page_number":122,"box":{"x":75,"y":592,"width":115,"height":12}},{"id":"a04b126a-b038-4e28-ac2c-f817e09da688","block_type":"box","text":"Some companies have published a transition plan that explains how the company intends to implement its low-carbon","page_number":122,"box":{"x":59,"y":618,"width":832,"height":13}},{"id":"66f9b45b-9cac-4fe9-ab46-4f365834613c","block_type":"box","text":"transition strategy by, as defined by the ISSB, “lay[ing] out the entity’s targets, actions or resources for its transition towards a","page_number":122,"box":{"x":59,"y":634,"width":878,"height":12}},{"id":"a1d38819-4bfc-4ae5-bd1f-76411395a96d","block_type":"box","text":"lower-carbon economy, including actions such as reducing its greenhouse gas emissions” (see appendix 1).","page_number":122,"box":{"x":60,"y":649,"width":754,"height":12}},{"id":"abac1b7c-23a7-46be-bfbb-efca3294f5e9","block_type":"box","text":"We note the work being undertaken in a number of jurisdictions on establishing a common approach in a market to","page_number":122,"box":{"x":59,"y":675,"width":810,"height":12}},{"id":"6a50eb89-4162-4e14-a505-6b49387278ac","block_type":"box","text":"corporate transition plans. Given this work continues, for the near-term, BIS will not make preparation and production of","page_number":122,"box":{"x":59,"y":690,"width":845,"height":13}},{"id":"159cfd99-f340-4a97-9f6c-849649f26348","block_type":"box","text":"transition plans a voting issue. BIS may engage companies that have chosen to publish a transition plan to understand their","page_number":122,"box":{"x":59,"y":705,"width":865,"height":13}},{"id":"848059ab-267c-45e6-ab60-cea995239453","block_type":"box","text":"planned actions and resource implications in accordance with anticipated requirements.","page_number":122,"box":{"x":59,"y":720,"width":617,"height":13}},{"id":"825b0a42-4900-44dc-8666-cc5c79732416","block_type":"box","text":"Boards and directors","page_number":122,"box":{"x":76,"y":747,"width":148,"height":10}},{"id":"5402aa1d-28bd-49fa-8ed3-92df22fab9aa","block_type":"box","text":"An effective and well-functioning board that has appropriate governance structures to facilitate oversight of a company’s","page_number":122,"box":{"x":59,"y":773,"width":847,"height":13}},{"id":"6417c5f8-d660-43fc-8ecd-269f2df4c449","block_type":"box","text":"management and strategic initiatives is critical to the company’s ability to deliver on its low-carbon transition strategy.","page_number":122,"box":{"x":60,"y":788,"width":826,"height":13}},{"id":"c1188aba-b7f7-45af-ad1c-02f51a3534ac","block_type":"box","text":"In assessing the role and effectiveness of the board in this regard, we seek to understand whether:","page_number":122,"box":{"x":60,"y":815,"width":685,"height":12}},{"id":"b199fbf0-2d8a-4c39-9b43-6994aaec7d20","block_type":"box","text":"• The board has clear oversight responsibilities for climate and low-carbon transition-related risks and opportunities in the","page_number":122,"box":{"x":59,"y":835,"width":877,"height":12}},{"id":"577ed769-a918-434e-9450-0c57df7c512c","block_type":"box","text":"company’s business model. We consider the whole board to have responsibility for oversight of the company’s long","page_number":122,"box":{"x":92,"y":850,"width":813,"height":13}},{"id":"7807fa56-6b0f-4ebd-91e8-1e59c6af34a4","block_type":"box","text":"term strategy, including those aspects related to the transition to a low-carbon economy.","page_number":122,"box":{"x":91,"y":865,"width":622,"height":13}},{"id":"e34bb94e-d7c1-4d9f-a7fc-b2bc209e0e7e","block_type":"box","text":"A-38","page_number":122,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"7a0ce2ba-bab1-44d9-92d4-e6547214d4b5","block_type":"box","text":"• Management has established a robust low-carbon transition framework and long-term strategy, with clear","page_number":123,"box":{"x":59,"y":67,"width":780,"height":12}},{"id":"53d82154-20c5-40f3-ad9e-0ce4f5507f48","block_type":"box","text":"accountability for delivery by senior executives.","page_number":123,"box":{"x":92,"y":82,"width":328,"height":12}},{"id":"6ca81fa1-411f-4196-bd35-d8a2b2e2fa16","block_type":"box","text":"• The capital management strategy explains how the company allocates investments to (traditional and next generation)","page_number":123,"box":{"x":59,"y":102,"width":867,"height":12}},{"id":"d049cf12-3d08-43d1-a03e-98e802ac6e5d","block_type":"box","text":"business lines and innovation, and returns cash to shareholders, consistent with the low-carbon transition strategy.","page_number":123,"box":{"x":92,"y":117,"width":806,"height":12}},{"id":"6f6a9e8b-daef-4d7d-b49c-db98c9f95ba5","block_type":"box","text":"• The climate and low-carbon transition risks most likely to significantly impact the business are integrated into the","page_number":123,"box":{"x":59,"y":137,"width":828,"height":13}},{"id":"ac04d5a9-068f-420e-a042-f35c0b4ab6be","block_type":"box","text":"company’s enterprise risk management processes and reporting.","page_number":123,"box":{"x":92,"y":152,"width":454,"height":13}},{"id":"ac50b3d1-a203-4cc8-972b-e153997b78d0","block_type":"box","text":"• The company has set scope 1 & 2 GHG emissions reduction targets, science-based and independently verified where","page_number":123,"box":{"x":59,"y":172,"width":850,"height":13}},{"id":"4251d066-cf77-4f01-bf88-6ede835c3b0c","block_type":"box","text":"possible, against a baseline, that are consistent with the ambition to limit average temperature rise to no more than","page_number":123,"box":{"x":92,"y":188,"width":806,"height":12}},{"id":"2cba1cf1-1555-450d-8eae-55420ab0c9c7","block_type":"box","text":"1.5°C above pre-industrial levels.","page_number":123,"box":{"x":93,"y":203,"width":226,"height":12}},{"id":"f70708ef-5f86-45ba-a24b-117087d50b2d","block_type":"box","text":"• There is a clear link between the company’s scope 1 & 2 GHG emissions reduction targets over time and its long-term","page_number":123,"box":{"x":59,"y":223,"width":856,"height":12}},{"id":"e135e725-b695-4e54-923c-40266803b3f7","block_type":"box","text":"low-carbon transition strategy.","page_number":123,"box":{"x":92,"y":238,"width":214,"height":12}},{"id":"1b106df2-7172-4fab-aecd-9a8dad58aa16","block_type":"box","text":"• The company is monitoring its material scope 3 emissions and disclosing these where it is confident in the data. Given","page_number":123,"box":{"x":59,"y":258,"width":861,"height":12}},{"id":"4b432ba2-f470-4536-826e-00b3ddc0f24b","block_type":"box","text":"forthcoming regulatory requirements in certain jurisdictions, some companies are voluntarily disclosing scope 3","page_number":123,"box":{"x":91,"y":273,"width":784,"height":13}},{"id":"bd027963-aae3-4fce-ba71-93c4ef96ef95","block_type":"box","text":"emissions reductions targets and plans, setting out how they are working on decarbonization with the different","page_number":123,"box":{"x":92,"y":288,"width":778,"height":13}},{"id":"cba018bc-5cd9-4a0c-a2f3-407c6cd12bb2","block_type":"box","text":"constituents in their value chain.","page_number":123,"box":{"x":92,"y":303,"width":226,"height":10}},{"id":"d17de989-3bd3-4955-a85c-96e36455b04f","block_type":"box","text":"• The board oversees, and management has a formalized approach to, the company’s lobbying activities, including trade","page_number":123,"box":{"x":59,"y":324,"width":863,"height":12}},{"id":"ee72c968-469a-4917-aabe-31025c0a3798","block_type":"box","text":"association memberships. Policy engagement should be consistent with a company’s stated strategic policy objectives,","page_number":123,"box":{"x":92,"y":339,"width":833,"height":12}},{"id":"af675bcb-e201-43cd-868b-44ee2cb89eaa","block_type":"box","text":"including those related to the low-carbon transition.","page_number":123,"box":{"x":92,"y":354,"width":364,"height":12}},{"id":"9420aff6-4043-45c1-8f26-e7bc5fd95aa1","block_type":"box","text":"Voting against directors over concerns about climate risk","page_number":123,"box":{"x":75,"y":380,"width":413,"height":13}},{"id":"a3032bce-8630-4bd1-8c1f-6a90b64811cc","block_type":"box","text":"In implementing these guidelines, BIS will generally support non-executive directors standing for election where, in BIS’","page_number":123,"box":{"x":60,"y":407,"width":833,"height":12}},{"id":"7e88350e-1084-42fd-ad1a-0eb987618ad9","block_type":"box","text":"assessment based on company disclosures and engagement, a company is executing on its commitment to align with the","page_number":123,"box":{"x":59,"y":422,"width":855,"height":12}},{"id":"25b6302c-fb23-4e54-abdb-d645039a6512","block_type":"box","text":"transition to a low-carbon economy, as defined above. Where BIS determines this is not the case, we may vote against the","page_number":123,"box":{"x":59,"y":437,"width":853,"height":12}},{"id":"c921275c-13a7-4e5a-a6a7-d05a70acc01b","block_type":"box","text":"election of one or more directors who have responsibility for the issue. The directors most likely to be in focus are the chair of","page_number":123,"box":{"x":59,"y":452,"width":879,"height":12}},{"id":"93fecf69-1044-4a7e-8bad-0952dd81abfb","block_type":"box","text":"the board sub-committee with low-carbon transition, climate or sustainability risk oversight responsibilities, other members","page_number":123,"box":{"x":59,"y":467,"width":867,"height":13}},{"id":"8fe83f07-5b28-4f1c-8144-df0df9689bbf","block_type":"box","text":"of the relevant committee, the lead independent director or the non-executive chair of the board. In certain markets, we may","page_number":123,"box":{"x":59,"y":482,"width":872,"height":13}},{"id":"058ba618-a784-48b1-9a94-f9e66d8ea639","block_type":"box","text":"withhold support for the discharge of the supervisory board or equivalent.","page_number":123,"box":{"x":59,"y":497,"width":517,"height":13}},{"id":"51ed92c6-c1b3-4097-ae30-e6990c50e799","block_type":"box","text":"Where we have not supported director elections over climate concerns in a prior year, and the company has not subsequently","page_number":123,"box":{"x":59,"y":524,"width":879,"height":12}},{"id":"6ebde1ab-d52a-461f-8a60-f38fb364e2e9","block_type":"box","text":"made progress towards aligning with the transition to a low-carbon economy, we may escalate by voting against the re","page_number":123,"box":{"x":60,"y":539,"width":838,"height":12}},{"id":"fb5532e8-fbbf-49d7-9800-0cd9013b0918","block_type":"box","text":"election of additional responsible directors to signal our heightened concerns.","page_number":123,"box":{"x":59,"y":554,"width":545,"height":13}},{"id":"b9114ab7-4942-4f52-b691-c8342915bbf6","block_type":"box","text":"Management proposals to approve a climate strategy or progress report","page_number":123,"box":{"x":76,"y":581,"width":521,"height":12}},{"id":"18341693-c0f2-4728-b8b3-dde0dfb5c045","block_type":"box","text":"In certain markets, company management may submit proposals asking shareholders to approve their climate action plans","page_number":123,"box":{"x":60,"y":607,"width":861,"height":12}},{"id":"e83f4d35-6759-49e5-b484-e3647457eed3","block_type":"box","text":"or progress reports, sometimes known as “Say on Climate.” BIS will generally support management’s climate strategy","page_number":123,"box":{"x":59,"y":622,"width":824,"height":13}},{"id":"5abfecee-fb5a-4c64-9649-893db47a7d77","block_type":"box","text":"proposal if, in our assessment based on these guidelines, the strategy is aligned with the low-carbon transition. Similarly, we","page_number":123,"box":{"x":59,"y":637,"width":868,"height":13}},{"id":"f325b031-f7c6-420a-88ca-98252a8bfb4d","block_type":"box","text":"will generally support management’s proposal on a progress report if the company has clearly explained its progress against,","page_number":123,"box":{"x":59,"y":652,"width":874,"height":13}},{"id":"c5804bee-0b02-413c-88a4-dbb9c9018214","block_type":"box","text":"and any deviations from or changes to, its stated transition plan and targets.","page_number":123,"box":{"x":59,"y":668,"width":534,"height":12}},{"id":"168af2ff-6cd6-44fb-a11a-e33ea71e1e3d","block_type":"box","text":"Shareholder proposals on climate and low-carbon transition matters","page_number":123,"box":{"x":75,"y":694,"width":495,"height":12}},{"id":"b3ddf187-d478-46af-9b00-e50a6e9585c2","block_type":"box","text":"Shareholder proposals on a company’s approach to the low-carbon transition or climate risk will be considered on their","page_number":123,"box":{"x":59,"y":720,"width":836,"height":13}},{"id":"0ef13545-1450-410f-a717-2514b8b88aba","block_type":"box","text":"merit. Our assessment will take into consideration the implications for, and the relevance to, the company’s stated low","page_number":123,"box":{"x":60,"y":736,"width":832,"height":12}},{"id":"c3b82444-b40a-42e3-96ff-b0a27a432980","block_type":"box","text":"carbon transition strategy and targets. We may support shareholder proposals that, for example, ask a company to:","page_number":123,"box":{"x":59,"y":751,"width":806,"height":12}},{"id":"12e79ba6-d659-4282-a905-697fa33348e5","block_type":"box","text":"• Publish a business plan, and related disclosures, consistent with the ambition to limit average temperature","page_number":123,"box":{"x":157,"y":771,"width":777,"height":12}},{"id":"13e5d4b2-a1cd-4726-9658-42c8d68a1857","block_type":"box","text":"rise to no more than 1.5°C above pre-industrial levels","page_number":123,"box":{"x":190,"y":786,"width":371,"height":12}},{"id":"ecab294d-7ef2-48dd-b149-53dec7c52ef2","block_type":"box","text":"• Align their scope 1 and 2 GHG emissions reduction targets to, and/or discuss how their targets align with,","page_number":123,"box":{"x":157,"y":806,"width":775,"height":12}},{"id":"8d267691-4028-4aa6-9715-e0878bffee1d","block_type":"box","text":"a long-term goal of the company achieving net zero GHG emissions by 2050","page_number":123,"box":{"x":190,"y":821,"width":533,"height":13}},{"id":"82a6dcaa-9640-4882-975b-6ce192bd91c9","block_type":"box","text":"• Disclose the categories of scope 3 GHG emissions most material to a company’s business model","page_number":123,"box":{"x":157,"y":841,"width":708,"height":13}},{"id":"3c0b443d-7ae5-414c-9ac1-1627b707846c","block_type":"box","text":"• Improve disclosures on how a company’s climate-related lobbying (including trade association","page_number":123,"box":{"x":157,"y":862,"width":694,"height":12}},{"id":"c5dc0674-8b23-4793-ba87-a7d4bee8dcb3","block_type":"box","text":"memberships and other indirect lobbying) is aligned with its strategic policy positions.","page_number":123,"box":{"x":190,"y":877,"width":602,"height":12}},{"id":"eea3b2b9-0250-4756-ad9e-5ebff41536ed","block_type":"box","text":"A-39","page_number":123,"box":{"x":481,"y":916,"width":34,"height":9}},{"id":"c0b7676f-d463-4440-b748-3def33e64333","block_type":"box","text":"We would not support shareholder proposals that seek to constrain board or management decision-making or direct specific","page_number":124,"box":{"x":59,"y":67,"width":875,"height":12}},{"id":"5df9acc2-8cd5-4566-b1d5-2969125ba5c1","block_type":"box","text":"business or strategic decisions. This includes proposals that seek to change a company’s articles of association or charter to","page_number":124,"box":{"x":60,"y":82,"width":868,"height":12}},{"id":"37280f83-53b0-47c1-b35c-28d89299a200","block_type":"box","text":"require commitments or actions related to climate risk or the low-carbon transition.","page_number":124,"box":{"x":60,"y":97,"width":585,"height":12}},{"id":"37c7f145-1672-4d04-a00f-0336f3571c5f","block_type":"box","text":"Related matters","page_number":124,"box":{"x":60,"y":123,"width":111,"height":10}},{"id":"de7859aa-1b1d-43c7-842c-f5d1e0ef8249","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":124,"box":{"x":59,"y":150,"width":870,"height":12}},{"id":"6a22a94d-02c4-4933-80bb-0344b0daacd8","block_type":"box","text":"to the transition to a low-carbon economy. Under these guidelines, BIS is most likely to engage, where appropriate, if we seek","page_number":124,"box":{"x":59,"y":165,"width":877,"height":12}},{"id":"0049233d-3942-45a4-9033-a840f41c778a","block_type":"box","text":"to enhance our understanding of a company’s approach. Generally, our voting on these matters would be covered by BIS’","page_number":124,"box":{"x":59,"y":180,"width":847,"height":12}},{"id":"fd746ab7-6de1-46e0-8b70-3707f05eca9e","block_type":"box","text":"benchmark guidelines.","page_number":124,"box":{"x":60,"y":195,"width":157,"height":12}},{"id":"2ed5e07b-ae6e-4a4e-86ce-255ee894d805","block_type":"box","text":"Executive compensation","page_number":124,"box":{"x":76,"y":222,"width":174,"height":12}},{"id":"058c9806-06e4-4f54-bd42-8d2a443510c2","block_type":"box","text":"We look to company boards to put in place a compensation structure that incentivizes and rewards executives appropriately.","page_number":124,"box":{"x":59,"y":248,"width":870,"height":12}},{"id":"bacfb52b-c372-4b21-b322-9341bc1286d5","block_type":"box","text":"Some companies, in light of their long-term strategy, may decide to include relevant GHG emissions reduction targets or low","page_number":124,"box":{"x":59,"y":263,"width":878,"height":12}},{"id":"39c40db2-83c2-4bbe-84df-ebb17a234441","block_type":"box","text":"carbon transition-related metrics in their incentive plans. In such cases, BIS would engage to understand the alignment","page_number":124,"box":{"x":59,"y":278,"width":834,"height":13}},{"id":"a784cf09-643d-4eb1-abcb-494e88fc9849","block_type":"box","text":"between those metrics and the company’s stated climate strategy.","page_number":124,"box":{"x":60,"y":293,"width":462,"height":13}},{"id":"8f410ea1-1ee6-48b8-93bb-8014949c4ba3","block_type":"box","text":"Auditors and audit-related issues","page_number":124,"box":{"x":75,"y":320,"width":240,"height":10}},{"id":"0ff0e7b5-7a27-44ee-8718-53a185b3d0de","block_type":"box","text":"For companies with material climate or transition risks or opportunities in their business models, BIS is interested to","page_number":124,"box":{"x":60,"y":346,"width":809,"height":13}},{"id":"c19e29b7-702f-4e9c-8e10-824a898bcbc6","block_type":"box","text":"understand whether the company considers and, if relevant, quantifies, and accounts for material climate-related risks in its","page_number":124,"box":{"x":60,"y":361,"width":866,"height":13}},{"id":"156b6c34-36db-4a09-94bd-881d5c9206de","block_type":"box","text":"financial statements, including if the company explains such risks within the context of its audit report. We note that work is","page_number":124,"box":{"x":59,"y":377,"width":869,"height":12}},{"id":"010dc2ff-0582-497b-bcd6-f48fc0e97b4e","block_type":"box","text":"being undertaken to develop audit and assurance standards in relation to climate and transition reporting, which may impact","page_number":124,"box":{"x":60,"y":392,"width":876,"height":12}},{"id":"801d3dc3-5dbe-405b-8f63-a6566f0b4c63","block_type":"box","text":"the future reporting requirements of companies. We note that assurance of corporate disclosures related to climate risk and","page_number":124,"box":{"x":59,"y":407,"width":867,"height":12}},{"id":"7a63d26f-4eec-40da-a494-ca1a8aab00db","block_type":"box","text":"the transition to a low-carbon economy is still nascent.","page_number":124,"box":{"x":59,"y":422,"width":384,"height":12}},{"id":"a6367ee7-b631-460d-b7e1-7e07dba102d5","block_type":"box","text":"Mergers, acquisitions, asset sales, and other special situations","page_number":124,"box":{"x":76,"y":448,"width":448,"height":13}},{"id":"8cde0d3d-9306-4a6c-81b7-d8d5bcfcca27","block_type":"box","text":"Special situations will be considered on their financial merits, but BIS may engage on climate-related factors under these","page_number":124,"box":{"x":59,"y":475,"width":844,"height":12}},{"id":"e8f18464-9e0e-42f5-a218-d897935dd4bd","block_type":"box","text":"guidelines where a transaction may significantly alter a company’s climate strategy or a shareholder activist has proposed","page_number":124,"box":{"x":59,"y":490,"width":853,"height":12}},{"id":"96fcb40c-2eac-46fc-928c-d97a26528de5","block_type":"box","text":"governance, strategic or operational changes that may impact its climate strategy. BIS does not promote changes in","page_number":124,"box":{"x":59,"y":505,"width":810,"height":12}},{"id":"a0de45ee-3157-4564-9a1d-ebaccd495b9a","block_type":"box","text":"corporate control, nor does it invoke formal governance mechanisms that rise to the level of shareholder activism.","page_number":124,"box":{"x":59,"y":520,"width":797,"height":12}},{"id":"2feada9e-d731-4b45-8dd2-f3a0f10d6932","block_type":"box","text":"Other business relevant sustainability-related risks and opportunities","page_number":124,"box":{"x":76,"y":547,"width":498,"height":12}},{"id":"c1862e66-e565-4c53-b93d-88ef882b6467","block_type":"box","text":"Climate risk and the transition to a low-carbon economy are interconnected with a number of other sustainability-related","page_number":124,"box":{"x":59,"y":573,"width":850,"height":12}},{"id":"66dc5136-14dd-442d-aed0-2330cc124ead","block_type":"box","text":"risks and opportunities that may be relevant to a company’s business model and long-term performance. These include a","page_number":124,"box":{"x":60,"y":588,"width":850,"height":13}},{"id":"60950276-b8b3-429d-a717-b2f6825e1212","block_type":"box","text":"company’s impacts or dependencies on natural capital and key stakeholders. In the context of these guidelines, we may","page_number":124,"box":{"x":59,"y":603,"width":838,"height":13}},{"id":"7c3243df-695b-48f4-b754-d61f68570ae9","block_type":"box","text":"engage companies to better understand how they are managing the impact on people (e.g., employees, suppliers, customers","page_number":124,"box":{"x":59,"y":618,"width":876,"height":13}},{"id":"98023602-8e59-4779-8528-ed86d7f38f03","block_type":"box","text":"and communities) of any strategic or operational changes they are making in relation to their transition to a low-carbon","page_number":124,"box":{"x":59,"y":634,"width":839,"height":12}},{"id":"e5b18a98-8de6-4309-9d59-e0b64fb7c9ed","block_type":"box","text":"economy. Similarly, we may engage companies that face risks and opportunities related to land use and deforestation, access","page_number":124,"box":{"x":59,"y":649,"width":876,"height":12}},{"id":"8fe161b5-a86a-4345-bf08-3bcd96385154","block_type":"box","text":"to fresh water, or the ability to secure scarce resources critical to the transition to a low-carbon economy.","page_number":124,"box":{"x":59,"y":664,"width":735,"height":12}},{"id":"6cb212f2-67d0-46bb-ab63-1b010a8eb296","block_type":"box","text":"Appendix 1","page_number":124,"box":{"x":59,"y":690,"width":80,"height":13}},{"id":"6f49e76e-d0eb-4f7f-847b-c6f40df536fb","block_type":"box","text":"Terminology","page_number":124,"box":{"x":75,"y":717,"width":91,"height":12}},{"id":"84832bfd-2a7f-4012-b640-00ed1f1d4c7c","block_type":"box","text":"We understand the key concepts referred to within these guidelines as follows:","page_number":124,"box":{"x":59,"y":743,"width":550,"height":12}},{"id":"bd12ca3a-2eee-4d08-bc6e-c8c2b8e2ebf0","block_type":"box","text":"Climate risk:","page_number":124,"box":{"x":59,"y":770,"width":88,"height":9}},{"id":"8bef5b7d-9212-4216-867c-bc67a1b8e2f5","block_type":"box","text":"Includes physical risk, the increased risk to companies’ assets and activities caused by the direct impact of","page_number":124,"box":{"x":154,"y":770,"width":742,"height":12}},{"id":"5bac6d2f-6177-46db-8154-2b3a7100a0d4","block_type":"box","text":"changing weather patterns and natural catastrophes, and transition risk, the impact of the transition to a low-carbon","page_number":124,"box":{"x":59,"y":785,"width":817,"height":12}},{"id":"7b8a87ae-c813-4aab-93b5-bb98383df4b2","block_type":"box","text":"economy on a company’s long-term profitability.","page_number":124,"box":{"x":59,"y":800,"width":340,"height":12}},{"id":"7f16bd5e-4545-44df-ad97-470fa92e19dc","block_type":"box","text":"Transition to a low-carbon economy (“low-carbon transition”):","page_number":124,"box":{"x":58,"y":826,"width":455,"height":13}},{"id":"01bae8a6-6ae5-4d98-8ce0-711776fcdc80","block_type":"box","text":"The global economic shift toward lower emissions across","page_number":124,"box":{"x":518,"y":826,"width":401,"height":13}},{"id":"725e1f45-239c-4d12-b1b5-745ded2f8192","block_type":"box","text":"many sectors and business models. The economic transformation is being driven by changes in government policy,","page_number":124,"box":{"x":60,"y":841,"width":805,"height":13}},{"id":"5c96f3a4-ad99-45e0-850d-7d547a15db99","block_type":"box","text":"technology, and consumer and investor preferences, as well as the physical effects of climate change (e.g., extreme weather),","page_number":124,"box":{"x":59,"y":857,"width":876,"height":12}},{"id":"a550da36-2e48-40b0-bccc-f859403240b6","block_type":"box","text":"and can potentially have a material impact on clients’ investments and portfolios.","page_number":124,"box":{"x":59,"y":872,"width":567,"height":12}},{"id":"889f12a2-0412-4840-aab0-f6db99fc4abf","block_type":"box","text":"A-40","page_number":124,"box":{"x":481,"y":916,"width":35,"height":9}},{"id":"5737efa9-060d-46a8-99ec-3ddcd32dbf60","block_type":"box","text":"Decarbonization:","page_number":125,"box":{"x":60,"y":67,"width":121,"height":9}},{"id":"16857911-0d3a-40d7-8a90-ab112008d1a6","block_type":"box","text":"the process of reducing or eliminating emissions of carbon dioxide (CO2) from human activity and","page_number":125,"box":{"x":186,"y":67,"width":691,"height":12}},{"id":"6b444da1-1088-436d-9d7d-4e7553b24b67","block_type":"box","text":"removing carbon currently in the atmosphere. This can be carried out by countries, companies and even individual","page_number":125,"box":{"x":60,"y":82,"width":800,"height":12}},{"id":"fe87a97f-58b3-4d06-bd1a-4628db84166f","block_type":"box","text":"consumers. Sometimes the concept is understood to include the reduction and elimination of other GHG, e.g., methane.","page_number":125,"box":{"x":59,"y":97,"width":842,"height":12}},{"id":"b1022a2e-3d6b-460a-8d8f-c526b342a3ab","block_type":"box","text":"Climate-related risks and opportunities:","page_number":125,"box":{"x":59,"y":123,"width":286,"height":13}},{"id":"5a004050-53fa-4133-81b5-62b129e2932a","block_type":"box","text":"The investment opportunities and risks associated with the transition to a low","page_number":125,"box":{"x":350,"y":123,"width":552,"height":13}},{"id":"0e206c6d-ac31-447a-ad29-da5ac9b46191","block_type":"box","text":"carbon economy, including transition risks and opportunities and physical risks and opportunities in adapting to physical","page_number":125,"box":{"x":59,"y":138,"width":845,"height":13}},{"id":"f1faf003-2b43-419a-9b3f-45e685bee5b5","block_type":"box","text":"climate change.","page_number":125,"box":{"x":59,"y":154,"width":110,"height":12}},{"id":"1dfed994-2942-46d8-8f83-0378abab0334","block_type":"box","text":"Climate-related transition plan: “","page_number":125,"box":{"x":59,"y":180,"width":236,"height":12}},{"id":"2de0e124-95f4-44d5-b8d2-b02bcb41aa1f","block_type":"box","text":"An aspect of an entity’s overall strategy that lays out the entity’s targets, actions or","page_number":125,"box":{"x":296,"y":180,"width":579,"height":12}},{"id":"e1a38bb1-7844-4a8a-81f8-090c4db22ff6","block_type":"box","text":"resources for its transition towards a lower-carbon economy, including actions such as reducing its greenhouse gas","page_number":125,"box":{"x":60,"y":195,"width":808,"height":12}},{"id":"f143e47e-7685-444e-a2b1-f003477e85b3","block_type":"box","text":"emissions.”","page_number":125,"box":{"x":59,"y":210,"width":79,"height":10}},{"id":"7c825da0-6230-4028-b3ac-0a6aae0fa5b5","block_type":"box","text":"Science-based GHG emissions reduction targets:","page_number":125,"box":{"x":59,"y":237,"width":351,"height":12}},{"id":"31990049-9f55-46ef-a774-14a7a8f0a419","block_type":"box","text":"Targets that “","page_number":125,"box":{"x":415,"y":237,"width":95,"height":12}},{"id":"0526c86a-d492-46c7-a2e9-f2bf55ec1ad4","block_type":"box","text":"are in line with what the latest climate science deems","page_number":125,"box":{"x":519,"y":237,"width":374,"height":9}},{"id":"a8dc7c28-fbfd-498c-b4e7-a4b23a4afc7f","block_type":"box","text":"necessary to meet the goals of the Paris Agreement – limiting global warming to 1.5°C above pre-industrial levels. Science","page_number":125,"box":{"x":60,"y":252,"width":858,"height":12}},{"id":"844b357f-922f-4e3d-a789-b0d4ffc57e43","block_type":"box","text":"based targets give companies a clearly defined path to reduce greenhouse gas emissions in line with limiting global warming","page_number":125,"box":{"x":60,"y":267,"width":872,"height":12}},{"id":"0352fc5c-ba61-4a8f-8cc4-688cad19d044","block_type":"box","text":"to 1.5°C. They define how much and how quickly a business must reduce its emissions to be in line with the Paris Agreement","page_number":125,"box":{"x":59,"y":282,"width":877,"height":12}},{"id":"363c3b36-8d48-4871-99ca-2796d1ffc0ef","block_type":"box","text":"goals.”","page_number":125,"box":{"x":59,"y":297,"width":47,"height":13}},{"id":"4803f143-b1a0-4fab-987d-43ad15fcf6c0","block_type":"box","text":"Appendix 2","page_number":125,"box":{"x":59,"y":324,"width":82,"height":12}},{"id":"ea678ed4-6007-4856-bac3-67dfbc57c859","block_type":"box","text":"Comparison of key differences between how the BIS benchmark considers climate-related risks, where appropriate, and","page_number":125,"box":{"x":59,"y":350,"width":866,"height":12}},{"id":"254beeda-a5b7-4fe4-9f61-ed03da27b7ae","block_type":"box","text":"the decarbonization guidelines","page_number":125,"box":{"x":58,"y":365,"width":223,"height":13}},{"id":"8e2704fe-c247-42a5-a540-e5ccb7ced7d7","block_type":"box","text":"BIS Benchmark Policy Decarbonization Policy","page_number":125,"box":{"x":304,"y":390,"width":445,"height":10}},{"id":"f2f4d76a-48e8-4eb4-8125-c85ce27f4a56","block_type":"box","text":"Key concepts Focuses on financial performance and","page_number":125,"box":{"x":89,"y":404,"width":470,"height":13}},{"id":"673bb868-fa42-4c1e-ba13-b801c5774963","block_type":"box","text":"engages companies on climate and","page_number":125,"box":{"x":304,"y":419,"width":237,"height":13}},{"id":"c211f054-1639-445e-9bed-9c3ec4a2fd83","block_type":"box","text":"transition topics when material to their","page_number":125,"box":{"x":303,"y":434,"width":263,"height":13}},{"id":"6271fea3-136a-44ff-8762-bfcac34697d9","block_type":"box","text":"business Prioritizes the disclosure of how a","page_number":125,"box":{"x":304,"y":450,"width":287,"height":9}},{"id":"5cd121f3-d75d-4580-8934-1d74d1701097","block_type":"box","text":"company is managing material climate and","page_number":125,"box":{"x":304,"y":465,"width":290,"height":12}},{"id":"df14d3f1-f97e-416d-a943-67dedb9f1368","block_type":"box","text":"transition-related risks and opportunities","page_number":125,"box":{"x":303,"y":480,"width":275,"height":12}},{"id":"b3094c4c-17a9-430c-b527-83034c8810e3","block_type":"box","text":"Considers both financial performance and","page_number":125,"box":{"x":617,"y":404,"width":282,"height":13}},{"id":"7df78d40-5c4c-477e-81ea-f075f1e17b56","block_type":"box","text":"decarbonization objectives consistent with","page_number":125,"box":{"x":617,"y":419,"width":285,"height":13}},{"id":"5db788fc-a1e3-451d-b6f1-b7d59d9b1d78","block_type":"box","text":"funds’ and clients’ investment objectives","page_number":125,"box":{"x":616,"y":434,"width":272,"height":13}},{"id":"6129ccb3-db5a-46a7-a368-74e7d04ef883","block_type":"box","text":"Assesses the alignment of a company’s","page_number":125,"box":{"x":616,"y":450,"width":265,"height":12}},{"id":"9d76f162-3b3f-448a-81ed-0a0ee3560fc0","block_type":"box","text":"business model with the ambition to limit","page_number":125,"box":{"x":617,"y":465,"width":279,"height":9}},{"id":"9a7d75e9-317a-41b2-be7f-d1f9d6cc6129","block_type":"box","text":"global average temperature rise to 1.5°C","page_number":125,"box":{"x":617,"y":480,"width":270,"height":12}},{"id":"fa1cbbe0-751e-47f2-bb4f-b1a4428e19a0","block_type":"box","text":"above pre-industrial levels","page_number":125,"box":{"x":617,"y":495,"width":174,"height":12}},{"id":"f82e0f2d-1118-4031-9a91-3c426a63fec9","block_type":"box","text":"Prioritized companies for","page_number":125,"box":{"x":89,"y":511,"width":167,"height":13}},{"id":"17a91050-3ea6-417a-ba5a-428e2a7912e4","block_type":"box","text":"climate-related","page_number":125,"box":{"x":104,"y":526,"width":101,"height":10}},{"id":"49c0fd60-99ec-442e-956e-d98337a5d156","block_type":"box","text":"engagement","page_number":125,"box":{"x":104,"y":543,"width":85,"height":11}},{"id":"31f8f1a7-e9f5-49d2-922c-1ad05de834f7","block_type":"box","text":"Largest Scope 1 and 2 GHG emitters Largest total value chain GHG emitters","page_number":125,"box":{"x":304,"y":511,"width":572,"height":13}},{"id":"6ec38aa7-5fa8-483c-a04b-b7a6953ac9e3","block_type":"box","text":"(Scope 1, 2, & 3)","page_number":125,"box":{"x":617,"y":526,"width":110,"height":13}},{"id":"fd5b742b-31b8-4057-8b29-5a0d65f7bcb8","block_type":"box","text":"Emissions reporting Seeks reporting of Scop","page_number":125,"box":{"x":89,"y":558,"width":373,"height":12}},{"id":"896c0616-f705-4459-81fc-0075d2587beb","block_type":"box","text":"e1&2","page_number":125,"box":{"x":464,"y":558,"width":45,"height":10}},{"id":"d7b6628d-1b81-4cc9-968b-345708721c19","block_type":"box","text":"Seeks reporting of Scope 1, 2 and material","page_number":125,"box":{"x":617,"y":558,"width":283,"height":12}},{"id":"1c460414-ef35-46de-a761-b1feed547eb2","block_type":"box","text":"3","page_number":125,"box":{"x":617,"y":574,"width":7,"height":9}},{"id":"c46a3c75-96f4-440c-8df4-f58639518496","block_type":"box","text":"Emissions targets &","page_number":125,"box":{"x":89,"y":590,"width":131,"height":12}},{"id":"fae40af9-6078-40c7-a102-f5929557e6d9","block_type":"box","text":"decarbonization efforts","page_number":125,"box":{"x":104,"y":605,"width":155,"height":9}},{"id":"4611f0e5-f55a-495b-b319-5579e188de3b","block_type":"box","text":"Seeks the disclosure of Scop","page_number":125,"box":{"x":304,"y":589,"width":190,"height":13}},{"id":"1ce9fe3e-a99f-4d85-a78d-b83591af42ce","block_type":"box","text":"e 1 & 2 tar","page_number":125,"box":{"x":495,"y":590,"width":69,"height":9}},{"id":"2638db7a-efdf-4e75-89ad-fc308710e5e8","block_type":"box","text":"gets Seeks Scop","page_number":125,"box":{"x":565,"y":589,"width":127,"height":13}},{"id":"26fe55ab-9de9-4a67-86ed-142412a84412","block_type":"box","text":"e 1 & 2 tar","page_number":125,"box":{"x":693,"y":590,"width":69,"height":9}},{"id":"89f58a86-7ee9-4214-903a-8eda34971e44","block_type":"box","text":"gets and assesses","page_number":125,"box":{"x":762,"y":589,"width":119,"height":13}},{"id":"a08a8dd3-0969-464f-93f9-3ba865411dec","block_type":"box","text":"decarbonization efforts","page_number":125,"box":{"x":617,"y":605,"width":154,"height":9}},{"id":"56b12dc6-3582-42b5-87a9-d12e80081c68","block_type":"box","text":"Temperature & scenario","page_number":125,"box":{"x":88,"y":621,"width":161,"height":12}},{"id":"d29425e2-21d6-437a-8bc8-b597da644b6c","block_type":"box","text":"alignment / pathways","page_number":125,"box":{"x":104,"y":636,"width":147,"height":12}},{"id":"dfb164f4-0af8-462b-a735-d7e01f65dbb8","block_type":"box","text":"Seeks disclosure from companies that","page_number":125,"box":{"x":304,"y":621,"width":255,"height":12}},{"id":"1b207ec5-bf8a-4a37-b801-ef7e1fad67b5","block_type":"box","text":"identifies and discusses the most plausible","page_number":125,"box":{"x":304,"y":636,"width":286,"height":12}},{"id":"368d8d82-fefb-4d7c-84ed-2126d084facd","block_type":"box","text":"decarbonization pathway","page_number":125,"box":{"x":304,"y":651,"width":169,"height":13}},{"id":"9af19571-64f4-4eff-83e3-1afbd83147ac","block_type":"box","text":"Assesses temperature and scenario","page_number":125,"box":{"x":616,"y":621,"width":238,"height":12}},{"id":"03a86716-5860-4de2-86aa-0fe2487d3b9d","block_type":"box","text":"alignment/pathways to 1.5°C degrees","page_number":125,"box":{"x":617,"y":636,"width":254,"height":12}},{"id":"00b62a8c-4e39-49ca-9402-2ef9aaf6b473","block_type":"box","text":"Science-based targets","page_number":125,"box":{"x":88,"y":668,"width":148,"height":12}},{"id":"124daf10-865e-4f7a-a9ab-ebb876e231db","block_type":"box","text":"commitments &","page_number":125,"box":{"x":104,"y":683,"width":108,"height":9}},{"id":"0a8e46f7-06b8-42a8-af4f-91399ba93f5f","block_type":"box","text":"verifications","page_number":125,"box":{"x":104,"y":698,"width":81,"height":10}},{"id":"ce5f5077-1eae-44cf-b651-5f56ab93a00b","block_type":"box","text":"Engagement topic but not vote escalation","page_number":125,"box":{"x":304,"y":668,"width":280,"height":12}},{"id":"0635d528-5dbb-4f9d-a633-be8e6b6b00ef","block_type":"box","text":"criteria","page_number":125,"box":{"x":304,"y":684,"width":45,"height":8}},{"id":"f25d8a49-5db6-4262-a1d7-216a67ec372f","block_type":"box","text":"Seeks science-based targets and","page_number":125,"box":{"x":617,"y":668,"width":218,"height":12}},{"id":"5595a547-d3c3-4b95-bfa5-d2a3aa4064f7","block_type":"box","text":"verifications where possible; may take","page_number":125,"box":{"x":616,"y":683,"width":255,"height":12}},{"id":"d4f6397c-d7b3-4308-bb9b-978e7c6479cf","block_type":"box","text":"voting action where absent","page_number":125,"box":{"x":616,"y":698,"width":183,"height":12}},{"id":"560e30c9-1607-4c1e-8395-9f3d16c6ed50","block_type":"box","text":"Company’s role in the","page_number":125,"box":{"x":89,"y":714,"width":145,"height":13}},{"id":"0356b999-7caa-441b-a402-b575dcbe4088","block_type":"box","text":"transition","page_number":125,"box":{"x":104,"y":730,"width":63,"height":9}},{"id":"e9e0085f-795c-4ad3-80ab-90063118a789","block_type":"box","text":"Engagement topic but not vote escalation","page_number":125,"box":{"x":304,"y":714,"width":280,"height":13}},{"id":"0c7ea352-ea10-4bf7-8877-96bfee7ff797","block_type":"box","text":"criteria","page_number":125,"box":{"x":304,"y":730,"width":45,"height":9}},{"id":"0950dbf0-e4fa-4826-974f-dd118c1de4d4","block_type":"box","text":"Assesses activities benefitting from and/or","page_number":125,"box":{"x":616,"y":714,"width":289,"height":13}},{"id":"5cc8b4aa-6a63-422a-acc1-b934c4033bc2","block_type":"box","text":"contributing to the transition to a low","page_number":125,"box":{"x":617,"y":729,"width":257,"height":13}},{"id":"a8231546-f0e9-4a9c-aa6b-779bf5663905","block_type":"box","text":"carbon economy","page_number":125,"box":{"x":617,"y":744,"width":113,"height":13}},{"id":"90bd4a56-9adf-41ca-8dea-4a6b9518741d","block_type":"box","text":"Shareholder proposals Case-by-case approach with focus on","page_number":125,"box":{"x":88,"y":761,"width":468,"height":12}},{"id":"3d40b194-b63d-4e47-8b66-56e9918bfa4f","block_type":"box","text":"implications for long-term financial value","page_number":125,"box":{"x":304,"y":776,"width":276,"height":12}},{"id":"88d995bb-ce53-4780-a449-efc34129affc","block_type":"box","text":"creation","page_number":125,"box":{"x":304,"y":792,"width":53,"height":9}},{"id":"61560b49-c637-43bf-8839-206ae31831d9","block_type":"box","text":"No support for shareholder proposals that","page_number":125,"box":{"x":304,"y":806,"width":283,"height":12}},{"id":"cca6355e-8ffd-4bad-93bf-80bdd0af980e","block_type":"box","text":"seek to direct management strategy","page_number":125,"box":{"x":304,"y":821,"width":243,"height":13}},{"id":"ff2daade-a382-4dd3-b6b5-43edd91a23cd","block_type":"box","text":"Case-by-case approach with further","page_number":125,"box":{"x":617,"y":761,"width":241,"height":12}},{"id":"6fb95baf-fc65-474c-ad31-fd54ecc49d5a","block_type":"box","text":"consideration given to decarbonization","page_number":125,"box":{"x":617,"y":776,"width":260,"height":12}},{"id":"0308aa24-b355-43ea-a2f5-00243329f686","block_type":"box","text":"objectives in addition to financial","page_number":125,"box":{"x":617,"y":791,"width":220,"height":12}},{"id":"4b737adb-4a20-4125-a1ce-acad2fc3c20c","block_type":"box","text":"performance","page_number":125,"box":{"x":617,"y":806,"width":86,"height":12}},{"id":"274204ae-f73b-473d-a41a-47b8302d6c65","block_type":"box","text":"No support for shareholder proposals that","page_number":125,"box":{"x":617,"y":821,"width":283,"height":13}},{"id":"4125023e-678c-4806-bcef-102f3f177cd0","block_type":"box","text":"seek to direct management strategy","page_number":125,"box":{"x":617,"y":836,"width":243,"height":13}},{"id":"84c8cf02-d338-4c5c-bde3-152bd117c091","block_type":"box","text":"A-41","page_number":125,"box":{"x":482,"y":916,"width":30,"height":9}},{"id":"74c2b2f0-a23c-4645-aed6-ca9d7ee44c03","block_type":"box","text":"Want to know more?","page_number":126,"box":{"x":59,"y":67,"width":149,"height":9}},{"id":"65455c55-97df-41c1-9a22-77ed11b32054","block_type":"box","text":"blackrock.com/stewardship | contactstewardship@blackrock.com","page_number":126,"box":{"x":60,"y":93,"width":463,"height":13}},{"id":"97c9b32d-3e70-485c-bfab-f2fff87dfa19","block_type":"box","text":"This document is provided for information and educational purposes only. Investing involves risk, including the loss of","page_number":126,"box":{"x":59,"y":120,"width":826,"height":12}},{"id":"0d1d0f45-0f26-46ea-85db-4ba1600f4154","block_type":"box","text":"principal.","page_number":126,"box":{"x":59,"y":135,"width":63,"height":12}},{"id":"4141252b-fae8-42f4-b715-c64badfbd692","block_type":"box","text":"Prepared by BlackRock, Inc.","page_number":126,"box":{"x":60,"y":161,"width":190,"height":12}},{"id":"c1de5179-e5e4-4098-8d8e-69c6eeb95789","block_type":"box","text":"©2024 BlackRock, Inc. All rights reserved.","page_number":126,"box":{"x":59,"y":188,"width":290,"height":12}},{"id":"b3d04830-7cb3-4278-b92e-6f285caf186f","block_type":"box","text":"BLACKROCK","page_number":126,"box":{"x":355,"y":188,"width":89,"height":9}},{"id":"9185b21b-623f-47ce-91bc-783af00cb286","block_type":"box","text":"is a trademark of BlackRock, Inc., or its subsidiaries in the United","page_number":126,"box":{"x":449,"y":188,"width":450,"height":11}},{"id":"090c0359-9003-4316-ac1d-9e224f2535a5","block_type":"box","text":"States and elsewhere. All other trademarks are those of their respective owners.","page_number":126,"box":{"x":59,"y":203,"width":558,"height":12}},{"id":"980e08be-dcfe-4a8e-83d2-7ab2b441e16c","block_type":"box","text":"A-42","page_number":126,"box":{"x":482,"y":916,"width":33,"height":9}},{"id":"e2dc812a-40ef-417b-832a-7ce9df6e8a37","block_type":"box","text":"IS-SAI-STEN-0925","page_number":127,"box":{"x":706,"y":873,"width":152,"height":11}}],"unit":"per_mille","page_width":[{"value":594,"pages":[1,2,3,4,5,6,7,8]},{"value":612,"pages":[9,10,11,12,13,14,15,16,17,18,19,20,21,22,23,24,25,26,27,28,29,30,31,32,33,34,35,36,37,38,39,40,41,42,43,44,45,46,47,48,49,50,51,52,53,54,55,56,57,58,59,60,61,62,63,64,65,66,67,68,69,70,71,72,73,74,75,76,77,78,79,80,81,82,83,84,85,86,87,88,89,90,91,92,93,94,95,96,97,98,99,100,101,102,103,104,105,106,107,108,109,110,111,112,113,114,115,116,117,118,119,120,121,122,123,124,125,126,127]}],"page_height":[{"value":774,"pages":[1,2,3,4,5,6,7,8]},{"value":792,"pages":[9,10,11,12,13,14,15,16,17,18,19,20,21,22,23,24,25,26,27,28,29,30,31,32,33,34,35,36,37,38,39,40,41,42,43,44,45,46,47,48,49,50,51,52,53,54,55,56,57,58,59,60,61,62,63,64,65,66,67,68,69,70,71,72,73,74,75,76,77,78,79,80,81,82,83,84,85,86,87,88,89,90,91,92,93,94,95,96,97,98,99,100,101,102,103,104,105,106,107,108,109,110,111,112,113,114,115,116,117,118,119,120,121,122,123,124,125,126,127]}],"attributes":{"chunk_type":"page_range","start_page":1,"end_page":127}},"source":{"type":"Model","id":"github:dorsalhub/pdf-extractor","version":"0.5.0","execution_id":"ea7095b5-3c8b-4a20-b5b0-99f2484d0b76"},"user_id":1000002,"date_created":"2026-10-02T12:13:58.082000Z","date_modified":"2026-10-02T12:13:58.082000Z","private":false}